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EMPLOYEE RETIREMENT PLANS
12 Months Ended
Dec. 31, 2018
Compensation And Retirement Disclosure [Abstract]  
EMPLOYEE RETIREMENT PLANS

(10)    EMPLOYEE RETIREMENT PLANS

 

U.S. Defined Benefit Pension Plan

We have a defined benefit pension plan (pension plan) that covers certain U.S. citizen employees and other employees who are permanent residents of the United States. Benefits are based on years of service and employee compensation. In December 2009, the Board of Directors amended the pension plan to discontinue the accrual of benefits once the plan was frozen on December 31, 2010 for the approximately 60 active employees who participated in the plan. As of December 31, 2018, approximately 20 active employees are covered by this plan. We did not contribute to the defined benefit pension plan during the twelve-month period ended December 31, 2018. We did not contribute to the defined benefit plan during the nine-month period ended December 31, 2017. We contributed $3.0 million to the defined benefit pension plan during the twelve-month period ended March 31, 2017. We do not yet know whether a contribution will be necessary during calendar 2019.

Supplemental Executive Retirement Plan

 

We also offer a non-contributory, defined benefit supplemental executive retirement plan (supplemental plan) that provides pension benefits to certain employees in excess of those allowed under our tax-qualified pension plan. A Rabbi Trust was established to provide us with a vehicle to invest in a variety of marketable securities that were recorded at fair value with unrealized gains or losses included in other comprehensive income. Effective March 4, 2010, the supplemental plan was closed to new participation. We contributed $0.9 million during the twelve month period ended December 31, 2018. We contributed $0.1 million during the nine-month period ended December 31, 2017 and $0.2 million to the supplemental plan during the twelve-month period ended March 31, 2017.

 

On October 16, 2017, we announced that Jeffrey M. Platt had retired from his position as our President and Chief Executive Officer and resigned as a member of our board of directors (the “Board”), effective October 15, 2017. As a result of Mr. Platt’s retirement, he received in April 2018 an $8.9 million lump sum distribution in settlement of his supplemental executive retirement plan obligation which was funded by substantially all of the investments held by the Rabbi Trust. A settlement loss of $0.3 million was recorded at the time of distribution.

 

In December 2017, in an attempt to reduce costs, the Board of Directors amended the supplemental plan to discontinue the accrual of benefits and any other contributions effective January 1, 2018. On this date, previously accrued pension benefits under the supplemental plan were frozen for the remaining active participants. This change does not affect the benefits earned by any participants prior to January 1, 2018. Any future accrual of benefits under the supplemental plan or other contributions to the supplemental plan will be determined at our sole discretion.

Investments held in a Rabbi Trust in the supplemental plan were included in current assets at fair value. The following table summarizes the carrying value of the trust assets and obligations under the supplemental plan:

 

 

 

Successor

 

 

 

December 31,

 

 

December 31,

 

(In thousands)

 

2018

 

 

2017

 

Investments held in Rabbi Trust

 

$

18

 

 

 

8,908

 

Obligations under the supplemental plan

 

 

21,413

 

 

 

32,508

 

 

 


The following table summarizes the unrealized (loss) gains in carrying value of the trust assets:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Unrealized gain (loss) in carrying value of

    trust assets

 

$

 

 

 

256

 

 

 

 

82

 

 

 

(95

)

Unrealized loss in carrying value of

    trust assets are net of income tax

    expense of

 

 

 

 

 

 

 

 

 

 

 

 

(223

)

 

The unrealized gains or losses in the carrying value of the trust assets, net of income tax expense, are included in accumulated other comprehensive income. The trust assets were liquidated to fund the payment to the former President and Chief Executive Officer.

Postretirement Benefit Plan

Qualified retired employees were covered by a program which provided limited health care and life insurance benefits. This plan terminated on January 1, 2019 resulting in a gain of $4.0 million. Costs of the program were based on actuarially determined amounts and were accrued over the period from the date of hire to the full eligibility date of employees who were expected to qualify for these benefits. This plan was funded through payments as benefits were required.

We eliminated the life insurance portion of our postretirement benefit effective January 1, 2018, resulting in a $1.9 million reduction in benefit obligations.

 

Effective November 20, 2015, we eliminated our post-65 medical coverage for all current and future retirees effective January 1, 2017. The medical coverage remains unchanged for participants under age 65. This plan amendment resulted in an additional net periodic postretirement benefit of $2.0 million for the twelve month period ended March 31, 2017.

Investment Strategies

U.S. Pension Plan

The obligations of our pension plan are supported by assets held in a trust for the payment of benefits. We are obligated to adequately fund the trust. For the pension plan assets, we have the following primary investment objectives: (1) closely match the cash flows from the plan’s investments from interest payments and maturities with the payment obligations from the plan’s liabilities; (2) closely match the duration of plan assets with the duration of plan liabilities and (3) enhance the plan’s investment returns without taking on undue risk by industries, maturities or geographies of the underlying investment holdings.

 

If the plan assets are less than the plan liabilities, the pension plan assets will be invested exclusively in fixed income debt securities. Any investments in corporate bonds shall be at least investment grade, while mortgage and asset-backed securities must be rated “A” or better. If an investment is placed on credit watch, or is downgraded to a level below the investment grade, the holding will be liquidated, even at a loss, in a reasonable time period. The plan will only hold investments in equity securities if the plan assets exceed the estimated plan liabilities.

The cash flow requirements of the pension plan will be analyzed at least annually. Portfolio repositioning will be required when material changes to the plan liabilities are identified and when opportunities arise to better match cash flows with the known liabilities. Additionally, trades will occur when opportunities arise to improve the yield-to-maturity or credit quality of the portfolio.

Our policy for the pension plan is to contribute no less than the minimum required contribution by law and no more than the maximum deductible amount. The plan does not invest in Tidewater stock.


Supplemental Plan

With the lump sum distribution paid in April 2018 combined with the December 2017 amendment to discontinue the accrual of benefits and any other contributions, we do not expect to hold any significant assets in trust for the payment of benefits to the participants in the supplemental plan.  As of December 31, 2018, $18,000 of cash and cash equivalents were held in the Rabbi Trust by the supplemental plan.

 

U.S. Pension Plan Asset Allocations

The following table provides the target and actual asset allocations for the pension plan and the supplemental plan:

 

 

 

 

 

 

 

Successor

 

 

Successor

 

 

 

 

 

 

 

Actual as of

 

 

Actual as of

 

 

 

Target

 

 

December 31, 2018

 

 

December 31, 2017

 

U.S. Pension plan:

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities

 

 

 

 

 

2

%

 

 

 

Debt securities

 

 

100

%

 

 

91

%

 

 

98

%

Cash and other

 

 

 

 

 

7

%

 

 

2

%

Total

 

 

100

%

 

 

100

%

 

 

100

%

 

Significant Concentration Risks

U.S. Plans

The pension plan assets are periodically evaluated for concentration risks. As of December 31, 2018, we did not have any individual asset investments that comprised 10% or more of each plan’s overall assets.

 

The pension plan assets are primarily invested in debt securities. In the event that plan assets exceed the estimated plan liabilities for the pension plan, up to two times the difference between the plan assets and plan liabilities may be invested in equity securities, and so long as equities do not exceed 15% of the market value of the assets. Investments in foreign securities are restricted to American Depository Receipts (ADR) and stocks listed on the U.S. stock exchanges and may not exceed 10% of the equity portfolio.

   

Fair Value of Pension Plans Assets

 

Tidewater’s plan assets are accounted for at fair value and are classified within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement, with the exception of investments for which fair value is measured using the net asset value per share expedient.

The fair value hierarchy for the pension plans assets measured at fair value as of December 31, 2018 (Successor), are as follows:

 

(In thousands)

 

Fair Value

 

 

Quoted prices in

active

markets

(Level 1)

 

 

Significant

observable

inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

 

Measured at Net Asset Value

 

Pension plan measured at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

$

900

 

 

 

900

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government securities

 

 

4,044

 

 

 

4,044

 

 

 

 

 

 

 

 

 

 

Corporate debt securities

 

 

47,667

 

 

 

684

 

 

 

46,983

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

1,214

 

 

 

717

 

 

 

497

 

 

 

 

 

 

 

Other

 

 

2,384

 

 

 

 

 

 

2,384

 

 

 

 

 

 

 

Total

 

$

56,209

 

 

 

6,345

 

 

 

49,864

 

 

 

 

 

 

 

Accrued income

 

 

581

 

 

 

581

 

 

 

 

 

 

 

 

 

 

Total fair value of plan assets

 

$

56,790

 

 

 

6,926

 

 

 

49,864

 

 

 

 

 

 

 

 

The following table provides the fair value hierarchy for the pension plans and supplemental plan assets measured at fair value as of December 31, 2017 (Successor):

 

(In thousands)

 

Fair Value

 

 

Quoted prices in

active

markets

(Level 1)

 

 

Significant

observable

inputs

(Level 2)

 

 

Significant

unobservable

inputs

(Level 3)

 

 

Measured at Net Asset Value

 

Pension plan measured at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government securities

 

$

4,238

 

 

 

4,238

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage securities

 

 

1,032

 

 

 

 

 

 

1,032

 

 

 

 

 

 

 

Corporate debt securities

 

 

49,420

 

 

 

 

 

 

49,420

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

834

 

 

 

219

 

 

 

615

 

 

 

 

 

 

 

Other

 

 

1,404

 

 

 

172

 

 

 

1,232

 

 

 

 

 

 

 

Total

 

$

56,928

 

 

 

4,629

 

 

 

52,299

 

 

 

 

 

 

 

Accrued income

 

 

608

 

 

 

608

 

 

 

 

 

 

 

 

 

 

Total fair value of plan assets

 

$

57,536

 

 

 

5,237

 

 

 

52,299

 

 

 

 

 

 

 

Supplemental plan measured at fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

3,599

 

 

 

3,599

 

 

 

 

 

 

 

 

 

 

Foreign stock

 

 

183

 

 

 

183

 

 

 

 

 

 

 

 

 

 

American depository receipts

 

 

1,429

 

 

 

1,429

 

 

 

 

 

 

 

 

 

 

Preferred American depository receipts

 

 

12

 

 

 

12

 

 

 

 

 

 

 

 

 

 

Real estate investment trusts

 

 

72

 

 

 

72

 

 

 

 

 

 

 

 

 

 

Debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Government debt securities

 

 

1,692

 

 

 

851

 

 

 

841

 

 

 

 

 

 

 

Open ended mutual funds

 

 

1,676

 

 

 

 

 

 

 

 

 

 

 

 

1,676

 

Cash and cash equivalents

 

 

246

 

 

 

27

 

 

 

170

 

 

 

 

 

 

49

 

Total

 

$

8,909

 

 

 

6,173

 

 

 

1,011

 

 

 

 

 

 

1,725

 

Other pending transactions

 

 

(1

)

 

 

(1

)

 

 

 

 

 

 

 

 

 

Total fair value of plan assets

 

$

8,908

 

 

 

6,172

 

 

 

1,011

 

 

 

 

 

 

1,725

 

 

Plan Assets and Obligations

Changes in plan assets and obligations and the funded status of the U.S. defined benefit pension plan, Norway’s defined benefit pension plan, and the supplemental plan (referred to collectively as “Pension Benefits”) and the postretirement health care and life insurance plan (referred to as “Other Benefits”), are as follows:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of the period

 

$

103,443

 

 

 

101,490

 

 

 

 

97,941

 

 

 

95,830

 

Increase in benefit obligation due to business combination

 

 

5,474

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

 

294

 

 

 

546

 

 

 

 

393

 

 

 

1,182

 

Interest cost

 

 

3,605

 

 

 

1,599

 

 

 

 

1,313

 

 

 

3,814

 

Plan curtailment

 

 

 

 

 

(432

)

 

 

 

 

 

 

 

Benefits paid

 

 

(5,467

)

 

 

(2,059

)

 

 

 

(1,610

)

 

 

(4,895

)

Actuarial (gain) loss (A)

 

 

(8,105

)

 

 

2,322

 

 

 

 

3,322

 

 

 

2,082

 

Settlement

 

 

(8,885

)

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate changes

 

 

(112

)

 

 

(23

)

 

 

 

131

 

 

 

(72

)

Benefit obligation at end of the period

 

 

90,247

 

 

 

103,443

 

 

 

 

101,490

 

 

 

97,941

 

Change in plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of the period

 

$

57,536

 

 

 

58,148

 

 

 

 

57,146

 

 

 

57,174

 

Increase in plan assets due to business combination

 

 

5,463

 

 

 

 

 

 

 

 

 

 

 

Actual return

 

 

(2,128

)

 

 

1,182

 

 

 

 

2,138

 

 

 

577

 

Expected return

 

 

112

 

 

 

32

 

 

 

 

16

 

 

 

51

 

Actuarial loss

 

 

(275

)

 

 

(217

)

 

 

 

(109

)

 

 

(148

)

Administrative expenses

 

 

(36

)

 

 

(15

)

 

 

 

(7

)

 

 

(27

)

Plan curtailment

 

 

 

 

 

(100

)

 

 

 

 

 

 

 

Employer contributions

 

 

10,546

 

 

 

625

 

 

 

 

435

 

 

 

4,465

 

Benefits paid

 

 

(5,467

)

 

 

(2,059

)

 

 

 

(1,610

)

 

 

(4,895

)

Settlement

 

 

(8,885

)

 

 

 

 

 

 

 

 

 

 

Foreign currency exchange rate changes

 

 

(76

)

 

 

(60

)

 

 

 

139

 

 

 

(51

)

Fair value of plan assets at end of the period

 

 

56,790

 

 

 

57,536

 

 

 

 

58,148

 

 

 

57,146

 

Payroll tax unrecognized in benefit obligation at end of the period

 

 

84

 

 

 

76

 

 

 

 

91

 

 

 

83

 

Unfunded status at end of the period

 

$

(33,541

)

 

 

(45,983

)

 

 

 

(43,433

)

 

 

(40,878

)

Net amount recognized in the balance sheet

   consists of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

(1,380

)

 

 

(10,731

)

 

 

 

(1,791

)

 

 

(1,791

)

Noncurrent liabilities

 

 

(32,161

)

 

 

(35,252

)

 

 

 

(41,642

)

 

 

(39,087

)

Net amount recognized

 

$

(33,541

)

 

 

(45,983

)

 

 

 

(43,433

)

 

 

(40,878

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     (A) The actuarial gain in the twelve months ended December 31, 2018 was primarily attributable to an increase in the discount rate.

 

 

 

 

 

 

 

 

Other Benefits

 

 

 

 

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Change in benefit obligation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of the period

 

$

2,924

 

 

 

4,817

 

 

 

 

4,811

 

 

 

5,573

 

Service cost

 

 

61

 

 

 

29

 

 

 

 

23

 

 

 

81

 

Interest cost

 

 

117

 

 

 

75

 

 

 

 

64

 

 

 

201

 

Participant contributions

 

 

218

 

 

 

65

 

 

 

 

58

 

 

 

411

 

Plan amendment

 

 

(2,954

)

 

 

(1,861

)

 

 

 

 

 

 

 

Benefits paid

 

 

(595

)

 

 

(526

)

 

 

 

(346

)

 

 

(1,170

)

Actuarial (gain) loss

 

 

229

 

 

 

325

 

 

 

 

207

 

 

 

(285

)

Benefit obligation at end of the period

 

 

 

 

 

2,924

 

 

 

 

4,817

 

 

 

4,811

 

Change in plan assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of the period

 

$

 

 

 

 

 

 

 

 

 

 

 

Employer contributions

 

 

377

 

 

 

461

 

 

 

 

288

 

 

 

759

 

Participant contributions

 

 

218

 

 

 

65

 

 

 

 

58

 

 

 

411

 

Benefits paid

 

 

(595

)

 

 

(526

)

 

 

 

(346

)

 

 

(1,170

)

Fair value of plan assets at end of the period

 

 

 

 

 

 

 

 

 

 

 

 

 

Unfunded status at end of the period

 

$

 

 

 

(2,924

)

 

 

 

(4,817

)

 

 

(4,811

)

Net amount recognized in the balance sheet

   consists of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

$

 

 

 

(282

)

 

 

 

(418

)

 

 

(418

)

Noncurrent liabilities

 

 

 

 

 

(2,642

)

 

 

 

(4,399

)

 

 

(4,393

)

Net amount recognized

 

$

 

 

 

(2,924

)

 

 

 

(4,817

)

 

 

(4,811

)

 

The following table provides information for pension plans with an accumulated benefit obligation in excess of plan assets (includes both the pension plans and supplemental plan):

 

 

 

Successor

 

 

 

Predecessor

 

 

 

December 31,

 

 

 

December 31,

 

(In thousands)

 

2018

 

 

 

2017

 

Projected benefit obligation

 

$

90,247

 

 

 

 

103,443

 

Accumulated benefit obligation

 

 

89,024

 

 

 

 

101,287

 

Fair value of plan assets

 

 

56,790

 

 

 

 

57,536

 

 

Net periodic benefit cost for the pension plans and the supplemental plan include the following components:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Service cost

 

$

294

 

 

 

546

 

 

 

 

393

 

 

 

1,182

 

Interest cost

 

 

3,605

 

 

 

1,599

 

 

 

 

1,313

 

 

 

3,814

 

Expected return on plan assets

 

 

(2,042

)

 

 

(882

)

 

 

 

(691

)

 

 

(2,246

)

Administrational expenses

 

 

36

 

 

 

19

 

 

 

 

3

 

 

 

28

 

Payroll tax of net pension costs

 

 

42

 

 

 

29

 

 

 

 

 

 

 

56

 

Amortization of net actuarial losses

 

 

30

 

 

 

131

 

 

 

 

 

 

 

32

 

Recognized actuarial loss

 

 

 

 

 

 

 

 

 

748

 

 

 

1,785

 

Curtailment (gain) loss

 

 

335

 

 

 

(99

)

 

 

 

 

 

 

 

Net periodic pension cost

 

$

2,300

 

 

 

1,343

 

 

 

 

1,766

 

 

 

4,651

 

 

Net periodic benefit cost for the postretirement health care and life insurance plan include the following components:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Service cost

 

$

61

 

 

 

29

 

 

 

 

23

 

 

 

81

 

Interest cost

 

 

117

 

 

 

75

 

 

 

 

64

 

 

 

201

 

Amortization of prior service cost

 

 

(299

)

 

 

 

 

 

 

(927

)

 

 

(4,346

)

Recognized actuarial (gain)

 

 

42

 

 

 

 

 

 

 

(335

)

 

 

(1,138

)

Net curtailment gain

 

 

(4,005

)

 

 

 

 

 

 

 

 

 

 

Net periodic postretirement benefit

 

$

(4,084

)

 

 

104

 

 

 

 

(1,175

)

 

 

(5,202

)

 

The components of the net periodic pension cost and the net periodic postretirement benefit, except for the service costs are included in the caption “Interest income and other, net.”

 

Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss include the following components:

 

 

 

 

 

 

 

Pension Benefits

 

 

 

 

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Net (gain) loss

 

$

(3,441

)

 

 

1,939

 

 

 

 

1,877

 

 

 

3,821

 

Fresh-start accounting fair value adjustment

 

 

 

 

 

 

 

 

 

(22,333

)

 

 

 

Amortization of net (loss) gain

 

 

 

 

 

 

 

 

 

(748

)

 

 

(1,785

)

Settlement recognized

 

 

(335

)

 

 

 

 

 

 

 

 

 

 

Total recognized in other comprehensive

   (income) loss, before tax

 

$

(3,776

)

 

 

1,939

 

 

 

 

(21,204

)

 

 

2,036

 

Net of tax

 

 

(3,776

)

 

 

1,939

 

 

 

 

(21,204

)

 

 

1,323

 

 

 

 

 

 

 

 

Other Benefits

 

 

 

 

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Net (gain) loss

 

$

229

 

 

 

325

 

 

 

 

207

 

 

 

(285

)

Prior service (cost) credit

 

 

 

 

 

(1,861

)

 

 

 

 

 

 

 

Amortization of prior service (cost) credit

 

 

1,861

 

 

 

 

 

 

 

927

 

 

 

4,346

 

Fresh-start accounting fair value adjustment

 

 

 

 

 

 

 

 

 

19,055

 

 

 

 

Amortization of net (loss) gain

 

 

(554

)

 

 

 

 

 

 

335

 

 

 

1,138

 

Total recognized in other comprehensive

   (income) loss, before tax

 

$

1,536

 

 

 

(1,536

)

 

 

 

20,524

 

 

 

5,199

 

Net of tax

 

 

1,536

 

 

 

(1,536

)

 

 

 

20,524

 

 

 

3,379

 

 

Amounts recognized as a component of accumulated other comprehensive income (loss) are as follows:

 

 

 

Twelve Months Ended

 

 

 

December 31, 2018

 

(In thousands)

 

Pension Benefits

 

Other Benefits

 

Unrecognized actuarial (loss) gain

 

$

3,798

 

 

 

Settlement/curtailment

 

 

335

 

 

 

Pre-tax amount included in accumulated other

   comprehensive (loss) income

 

$

4,133

 

 

 

 

We do not expect to recognize any unrecognized actuarial (loss) gain or unrecognized prior service credit (cost) as a component of net periodic benefit costs during the next fiscal year.

 

Assumptions used to determine net benefit obligations are as follows:

 

 

 

Pension Benefits

 

 

Other Benefits

 

 

 

Successor

 

 

Successor

 

 

 

2018

 

2017

 

 

2018

2017

 

Discount rate

 

 

4.50

%

 

3.80

%

 

N/A

 

3.80

%

Rates of annual increase in compensation levels

 

N/A

 

N/A

 

 

N/A

N/A

 

 

Assumptions used to determine net periodic benefit costs are as follows:

 

 

 

Pension Benefits

 

 

Other Benefits

 

 

 

Successor

 

 

Successor

 

 

 

2018

 

2017

 

 

2018

2017

 

Discount rate

 

 

3.80

%

 

3.90

%

 

N/A

 

3.90

%

Expected long-term rate of return on assets

 

 

3.60

%

 

3.70

%

 

N/A

N/A

 

Rates of annual increase in compensation levels

 

N/A

 

 

3.00

%

 

N/A

N/A

 

 

To develop the expected long-term rate of return on assets assumption, we considered the current level of expected returns on various asset classes. The expected return for each asset class was then weighted based on the target asset allocation to develop the expected return on plan assets assumption for the portfolio.

 

Based upon the assumptions used to measure our qualified pension benefit obligations at December 31, 2018, including pension benefits attributable to estimated future employee service, we expect that benefits to be paid over the next ten years will be as follows:

 

Year ending December 31,   (In thousands)

 

Pension

Benefits

 

2019

 

$

6,314

 

2020

 

 

6,286

 

2021

 

 

6,251

 

2022

 

 

6,222

 

2023

 

 

6,199

 

2024 – 2028

 

 

31,307

 

Total 10-year estimated future benefit payments

 

$

62,579

 

 


Defined Contribution Plans

Prior to February 2013, we maintained two defined contribution plans described below. The plans were merged in February 2013 to provide administrative efficiencies, potential savings on service provider fees and to simplify the participant experience. Following the business combination, the provisions of the two plans remained substantially similar with the exception of cost neutral changes that were approved to simplify the administration of the combined plan.

Retirement Contributions

All eligible U.S. fleet personnel, along with all new eligible employees hired after December 31, 1995 are eligible to receive retirement contributions. This benefit is noncontributory by the employee, but we contribute, in cash, 3% of an eligible employee’s compensation to a trust on behalf of the employees. The active employees who participated in the frozen defined benefit pension plan may receive an additional 1% to 8% depending on age and years of service. Our contributions vest over five years. We ceased contributing to the employee retirement plan effective January 1, 2018. Any future employer contributions to this plan will be determined at our discretion.

401(k) Savings Contribution

Upon meeting various citizenship, age and service requirements, employees are eligible to participate in a defined contribution savings plan and can contribute from 2% to 75% of their base salary to an employee benefit trust. Effective January 1, 2016, we match, in cash, 50% of the first 8% of eligible compensation deferred by the employee. Prior to January 1, 2016, we matched, with company stock, 50% of the first 8% of eligible compensation deferred by the employee. Company contributions vest over five years. Effective January 1, 2018, we no longer provides a matching of 50% of the first 8% of eligible compensation in an attempt to reduce costs. Any future employer contributions to this plan will be determined at our discretion.

 

The plan held the following number of shares of Tidewater common stock, series A warrants and series B warrants:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

 

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Number of shares of Tidewater common stock held by 401(k) plan

 

 

7,075

 

 

 

8,074

 

 

 

 

264,504

 

 

 

291,957

 

Number of shares of Tidewater Series A warrants held by 401(k) plan

 

 

 

 

 

9,030

 

 

 

 

 

 

 

 

Number of shares of Tidewater Series B warrants held by 401(k) plan

 

 

 

 

 

9,762

 

 

 

 

 

 

 

 

 

The amounts charged to expense related to the above defined contribution plans are as follows:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Defined contribution plans expense, net of forfeitures

 

$

3

 

 

 

854

 

 

 

 

871

 

 

 

2,660

 

Defined contribution plans forfeitures

 

 

152

 

 

 

83

 

 

 

 

79

 

 

 

149

 

 

Other Plans

 

A non-qualified supplemental savings plan is provided to executive officers who have the opportunity to defer up to 50% of their eligible compensation that cannot be deferred under the existing 401(k) plan due to IRS limitations. A company match may be provided on these contributions equal to 50% of the first 8% of eligible compensation deferred by the employee to the extent the employee is not able to receive the full amount of company match to the 401(k) plan due to IRS limitations. In January 2018, our match was discontinued. The plan also allows participants to defer up to 100% of their bonuses. In addition, an amount equal to any refunds that must be made due to the failure of the 401(k) nondiscrimination test may be deferred into this plan.

 

Effective March 4, 2010, the non-qualified supplemental savings plan was modified to allow us to contribute restoration benefits to eligible employees. Employees who did not accrue a benefit in the supplemental executive retirement plan and who are eligible for a contribution in the defined contribution retirement plan automatically became eligible for the restoration benefit when the employee’s eligible retirement compensation exceeded the section 401(a)(17) limit. The restoration benefit was noncontributory by the employee, but we contributed, in cash, 3% of an eligible employee’s compensation above the 401(a)(17) limit to a trust on behalf of the employees. The active employees who participated in the frozen defined benefit pension plan were eligible for an additional 1% to 8% depending on age and years of service. We ceased contributing restoration compensation to eligible employees effective January 1, 2018. Any future contributions to this plan will be determined at our discretion.

 

We also provided retirement benefits to our eligible non-U.S. citizen employees working outside their respective country of origin pursuant to a self-directed multinational defined contribution retirement plan (multinational retirement plan).  Non-U.S. citizen shore-based and certain offshore employees working outside their respective country of origin were eligible to participate in the multinational retirement plan provided the employees were not enrolled in any home country pension or retirement program.  Participants of the multinational retirement plan could contribute 1% to 50% of their base salary after the first month following hire or transfer to eligible positions. We matched, in cash, 50% of the first 6% of eligible compensation deferred by the employee which vests over five years. We ceased contributing to this retirement plan effective January 1, 2018. Any future contributions to this plan will be determined at our discretion.

 

The amounts charged to expense related to the multinational retirement plan contributions are as follows:

 

 

 

Successor

 

 

 

Predecessor

 

 

 

 

 

 

 

Period from

 

 

 

Period from

 

 

 

 

 

 

 

Twelve Months

 

 

August 1, 2017

 

 

 

April 1, 2017

 

 

Twelve Months

 

 

 

Ended

 

 

through

 

 

 

through

 

 

Ended

 

(In thousands)

 

December 31, 2018

 

 

December 31, 2017

 

 

 

July 31, 2017

 

 

March 31, 2017

 

Multinational plan expense

 

$

 

 

 

81

 

 

 

 

67

 

 

 

260

 

 

We also have a defined benefit pension plan that covers certain Norway citizen employees and other employees who are permanent residents of Norway. Benefits are based on years of service and employee compensation. As of December 31, 2018, approximately 175 active employees, of which 106 were added through the GulfMark business combination. We contributed a respective 1.9 million NOK, 2.7 million NOK and 3.6 million NOK (approximately $0.2 million, $0.3 million and $0.4 million respectively) to the defined benefit pension plan during the twelve month period ended December 31, 2018 and the nine month period ended December 31, 2017 and the twelve month period ended March 31, 2017, respectively. We expect to contribute approximately 4.3 million NOK, or $0.5 million during calendar 2019. The preceding fair value hierarchy tables and pension plan assets and obligations tables include the Norway pension plan.

 

We also provide certain benefits programs which are maintained in several other countries that provide retirement income for covered employees.

 


Multi-employer Pension Obligations

 

Certain of our current and former U.K. subsidiaries are participating in a multi-employer retirement fund known as the Merchant Navy Officers Pension Fund, or MNOPF.  At December 31, 2018, we had accrued $0.8 million related to this liability. The status of the fund is calculated by an actuarial firm every three years. The last assessment was completed in March 2018 and resulted in a significantly improved funding position.  As a result, the MNOPF trustee did not propose to collect any additional deficit contributions related to the new deficit.  Our contributions make up less than one percent of total contributions to the plan.

 

In addition, we participate in the Merchant Navy Ratings Pension Fund, or MNRPF, in a capacity similar to our participation in the MNOPF.  As of December 31, 2018, we had accrued $0.6 million for this fund.  The most recent actuarial valuation was completed as of March 31, 2017 and deficit information was communicated in the fourth quarter of 2017.  We continue to accrue $0.2 million per annum in respect of expected future deficit. Our contributions make up less than one percent of total contributions to the plan.