8-K

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 11, 2019

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

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 other than historical information and are forward looking. 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, involve 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 statement. Among those risks and uncertainties, many of which are beyond the control of the Company, include, without limitation, the risk that the cost savings and any other synergies from the business combination with GulfMark Offshore, Inc. (the “business combination”) may not be fully realized or may take longer to realize than expected; disruptions from the business combination making it more difficult to maintain relationships with customers, employees or suppliers; the possibility of litigation related to the business combination; the diversion of management’s time from day-to-day operations due to the business combination; incurrence of substantial transaction-related costs associated with the business combination; the possibility of unanticipated costs being incurred to effectuate the integration; new accounting policies and our consolidation activities; 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, 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 construction and 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 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; 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 effects of asserted and unasserted claims and the extent of available insurance coverage; and the resolution of pending legal proceedings.

On November 11, 2019, the Company issued an earnings release announcing its financial results for three and nine months ended September 30, 2019.

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.

1

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 11, 2019
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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.

	Company Name
Date: November 12, 2019	By:	/s/ Samuel R. Rubio
		Samuel R. Rubio
		Vice President, Chief Accounting Officer and Controller

3

EX-99.1

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, 2019

HOUSTON, November 11, 2019 — Tidewater Inc. (NYSE:TDW) announced today revenue for the three and nine months ended September 30, 2019, of $119.8 million and $367.8 million, and net losses for the same periods of $44.2 million (or $1.15 per common share) and $81.9 million (or $2.17 per common share), respectively. Excluding certain costs outlined below, net losses for the three and nine months ended September 30, 2019 were $37.9 million (or $0.99 per common share) and $71.4 million (or $1.89 per common share), respectively.  Highlights for the three months ended September 30, 2019:

•Significant streamlining of shore base operations underway

• Adjusted EBITDA for the trailing twelve months of $80.5 million

• Initiated bond consent and $125 million tender to improve debt capital structure, reduce negative interest carry and improve operational efficiency

• Third quarter general and administrative expense includes $6.3 million of severance and similar expenses related to significant reduction in force

• Fourth quarter general and administrative expense will also include charges for severance and similar expenses related to further reductions in force

• Rollout of SAP enterprise resource planning system occurred as scheduled on October 1; the third quarter includes approximately $0.7 million of general and administrative expense related to third party cost associated with the implementation

• Generated revenue of $119.8 million, a $20.6 million increase from the same period in the prior year as a result of the 2018 acquisition of GulfMark Offshore, Inc.

• High-grading active fleet through the stacking of eight vessels, disposing of three smaller, low specification vessels and reactivating of five larger, high specification vessels

•Active utilization increased to 80.4% from 79.3% in the second quarter

Quintin Kneen, Tidewater’s President and Chief Executive Officer, commented, “We continue to be disciplined with respect to our fleet composition by maintaining the fleet size in certain regions and reactivating capacity in other regions when returns on investment are acceptable. Likewise, we won’t hesitate to remove smaller, lower specification vessels that do not have acceptable returns on investment from our active fleet. While underlying market conditions remain challenging, they are improving, and Tidewater’s strong balance sheet and focus on increasing organizational efficiency and scalability supports our growth initiatives and the expansion of our leadership position in the market.”

Included in the net loss for the three months 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 ($0.16 per common share) and $10.5 million ($0.28 per common share), respectively.

The fully diluted number of shares, as of September 30, 2019, assuming exercise of all outstanding warrants is as follows:

Common shares outstanding	39,110,938
New Creditor Warrants (strike price $0.001 per common share)	1,329,884
GulfMark Creditor Warrants (strike price $0.01 per common share)	1,300,359
Total	41,741,181

Tidewater will hold a conference call to discuss results for the three months ended September 30, 2019 on Tuesday, November 12, 2019 at 8:00 a.m. Central Time. Investors and interested parties may listen to the teleconference 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 ask for the “Tidewater” call just prior to the scheduled start.  A replay of the conference call will be available beginning at 12:00 p.m. Central Time on November 12, 2019, and will continue until 11:59 p.m. Central Time on December 12, 2019. To hear the replay, call 1-888-843-7419 (1-630-652-3042 if calling from outside the U.S.).  The conference call ID number is 49155275.

A simultaneous webcast of the conference call will be available online at the Tidewater Inc. website, www.tdw.com.  The online replay will be available until December 12, 2019.

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.

2

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data) 

	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Revenues:
Vessel revenues	$	117,173			97,011			360,476			288,679
Other operating revenues		2,592			2,181			7,296			7,607
Total revenues		119,765			99,192			367,772			296,286
Costs and expenses:
Vessel operating costs		80,619			65,237			243,261			194,613
Costs of other operating revenues		534			1,681			1,884			4,797
General and administrative (A)		30,474			25,546			81,310			73,536
Depreciation and amortization		25,735			13,390			73,705			38,192
Loss (gain) on asset dispositions, net		(270	)		1,571			(1,047	)		(1,686	)
Long-lived asset impairments		5,224			16,853			5,224			24,254
Total operating costs and expenses		142,316			124,278			404,337			333,706
Operating loss		(22,551	)		(25,086	)		(36,565	)		(37,420	)
Other income (expense):
Foreign exchange gain (loss)		173			1			(324	)		(1,349	)
Equity in net earnings (losses) of unconsolidated companies		(468	)		56			(435	)		(14,993	)
Interest income and other, net		1,579			2,709			5,908			5,495
Interest and other debt costs, net		(7,468	)		(7,585	)		(22,786	)		(22,731	)
Total other expense		(6,184	)		(4,819	)		(17,637	)		(33,578	)
Loss before income taxes		(28,735	)		(29,905	)		(54,202	)		(70,998	)
Income tax expense		15,071			1,278			26,443			10,396
Net loss	$	(43,806	)		(31,183	)		(80,645	)		(81,394	)
Less: Net income attributable to noncontrolling interests		394			(287	)		1,245			(386	)
Net loss attributable to Tidewater Inc.	$	(44,200	)		(30,896	)		(81,890	)		(81,008	)
Basic loss per common share		(1.15	)		(1.16	)		(2.17	)		(3.23	)
Diluted loss per common share		(1.15	)		(1.16	)		(2.17	)		(3.23	)
Weighted average common shares outstanding		38,537			26,615			37,767			25,073
Dilutive effect of stock options and restricted stock		—			—			—			—
Adjusted weighted average common shares		38,537			26,615			37,767			25,073

Total shares outstanding including warrants	September 30, 2019		September 30, 2018
Common shares outstanding		39,111		26,816
New Creditor Warrants (strike price $0.001 per common share)		1,330		3,512
GulfMark Creditor Warrants (strike price $0.01 per common share)		1,300		—
Total		41,741		30,328

Note (A): General and administrative expenses for the three and nine months ended September 30, 2019 included stock-based compensation of $7.4 million and $16.6 million, respectively, and general and administrative expenses for the three and nine months ended September 30, 2018 included stock-based compensation of $3.8 million and $10.0 million, respectively. In addition, general and administrative costs for the three and nine months ended September 30, 2019 includes $6.3 million and $10.5 million of severance and similar costs related to integrating Tidewater and GulfMark operations.

3

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value data)

	September 30,			December 31,
ASSETS	2019			2018
Current assets:
Cash and cash equivalents	$	359,332			371,791
Restricted cash		3,300			25,953
Trade and other receivables, net		123,133			111,266
Due from affiliates		124,757			132,951
Marine operating supplies		21,303			29,505
Other current assets		13,116			11,836
Total current assets		644,941			683,302
Investments in, at equity, and advances to unconsolidated companies		—			1,039
Properties and equipment, net		1,022,786			1,089,857
Deferred drydocking and survey costs		49,025			22,215
Other assets		37,269			31,326
Total assets	$	1,754,021			1,827,739
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	23,672			31,939
Accrued costs and expenses		54,792			61,784
Due to affiliates		41,676			34,972
Current portion of long-term debt		9,689			8,568
Other current liabilities		30,024			21,092
Total current liabilities		159,853			158,355
Long-term debt		419,905			430,436
Other liabilities		96,499			94,025
Contingencies
Equity:
Common stock of $0.001 par value, 125,000,000 shares authorized, 39,110,938 and 36,978,280 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively		39			37
Additional paid-in capital		1,365,872			1,352,388
Accumulated deficit		(292,673	)		(210,783	)
Accumulated other comprehensive income		2,194			2,194
Total stockholders’ equity		1,075,432			1,143,836
Noncontrolling interests		2,332			1,087
Total equity		1,077,764			1,144,923
Total liabilities and equity	$	1,754,021			1,827,739

4

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

	Three Months Ended						Nine Months Ended
	September 30, 2019			September 30, 2018			September 30, 2019			September 30, 2018
Net loss	$	(43,806	)		(31,183	)	$	(80,645	)		(81,394	)
Other comprehensive income:
Unrealized losses on available for sale    securities, net of tax of $0, $0, $0 and $0		—			—			—			(256	)
Total comprehensive loss	$	(43,806	)		(31,183	)	$	(80,645	)		(81,650	)

5

TIDEWATER INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Nine Months Ended
	September 30, 2019			September 30, 2018
Operating activities:
Net loss	$	(80,645	)		(81,394	)
Adjustments to reconcile net loss to net cash provided by (used in) operating    activities:
Depreciation and amortization		57,629			33,949
Amortization of deferred drydocking and survey costs		16,076			4,243
Amortization of debt premium and discounts		(1,562	)		(1,371	)
Provision for deferred income taxes		759			—
Gain on asset dispositions, net		(1,047	)		(1,686	)
Long-lived asset impairments		5,224			24,254
Changes in investments in, at equity, and advances      to unconsolidated companies		435			28,087
Compensation expense - stock-based		16,599			9,967
Changes in assets and liabilities, net:
Trade and other receivables		(11,796	)		(10,744	)
Changes in due to/from affiliates, net		14,898			28,290
Accounts payable		(8,267	)		1,719
Accrued costs and expenses		(10,574	)		(10,857	)
Cash paid for deferred drydocking and survey costs		(43,701	)		(17,088	)
Other, net		9,268			14,861
Net cash provided by (used in) operating activities		(36,704	)		22,230
Cash flows from investing activities:
Proceeds from sales of assets		25,092			16,499
Additions to properties and equipment		(13,931	)		(9,116	)
Net cash provided by investing activities		11,161			7,383
Cash flows from financing activities:
Principal payment on long-term debt		(6,458	)		(4,020	)
Payments to General Unsecured Creditors		—			(8,377	)
Taxes on share-based awards		(3,112	)		—
Other		1			(1,997	)
Net cash used in financing activities		(9,569	)		(14,394	)
Net change in cash, cash equivalents and restricted cash		(35,112	)		15,219
Cash, cash equivalents and restricted cash at beginning of period		397,744			453,335
Cash, cash equivalents and restricted cash at end of period	$	362,632			468,554
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Interest, net of amounts capitalized	$	24,482			24,218
Income taxes	$	10,386			13,679

6

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			loss			interest			Total
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
Balance at June 30, 2018	$	26		1,064,039			(89,378	)		(403	)		1,242			975,526
Total comprehensive loss		—		—			(30,896	)		—			(287	)		(31,183	)
Issuance of common stock		1		—			—			—			—			1
Amortization of restricted stock units		—		(436	)		—			—			—			(436	)
Balance at September 30, 2018	$	27		1,063,603			(120,274	)		(403	)		955			943,908
	Nine Months Ended
									Accumulated
			Additional						other			Non
	Common		paid-in			Accumulated			comprehensive			controlling
	stock		capital			deficit			loss			interest			Total
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
Balance at December 31, 2017	$	22		1,059,120			(39,266	)		(147	)		2,215			1,021,944
Total comprehensive loss		—		—			(81,008	)		(256	)		(386	)		(81,650	)
Issuance of common stock		5		(2	)		—			—			—			3
Amortization of restricted stock units		—		5,611			—			—			—			5,611
Acquisition of non-controlling interests		—		(1,126	)		—			—			(874	)		(2,000	)
Balance at September 30, 2018	$	27		1,063,603			(120,274	)		(403	)		955			943,908

7

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, 2019					September 30, 2018						September 30, 2019					September 30, 2018
(In thousands)			%						%					%						%
Vessel revenues:
Americas	$	33,147		28	%		28,039			29	%		103,624		29	%		86,721			30	%
Middle East/Asia Pacific		22,765		19	%		19,927			21	%		63,670		18	%		60,721			21	%
Europe/Mediterranean Sea		30,946		26	%		12,566			13	%		94,531		26	%		35,546			12	%
West Africa		30,315		26	%		36,479			38	%		98,651		27	%		105,691			37	%
Total vessel revenues	$	117,173		100	%		97,011			100	%		360,476		100	%		288,679			100	%
Vessel operating costs:
Crew costs	$	46,193		39	%		37,615			39	%		141,528		39	%		108,207			37	%
Repair and maintenance		11,967		10	%		8,634			9	%		32,579		9	%		24,316			8	%
Insurance and loss reserves		2,027		2	%		(1,706	)		(2	)%		4,955		1	%		(586	)		(<1	%)
Fuel, lube and supplies		8,781		7	%		7,980			8	%		26,577		7	%		25,174			9	%
Other		11,651		10	%		12,714			13	%		37,622		10	%		37,502			13	%
Total vessel operating costs		80,619		69	%		65,237			67	%		243,261		68	%		194,613			67	%
Vessel operating margin (B)	$	36,554		31	%		31,774			33	%		117,215		32	%		94,066			33	%

Note (B): Vessel operating margin can be recalculated by adjusting vessel operating profit (loss) before general and administrative expenses and depreciation and amortization expenses.  

8

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, 2019						September 30, 2018						September 30, 2019						September 30, 2018
(In thousands)				%						%						%						%
Vessel operating profit (loss):
Americas	$	(168	)		(<1	%)		1,212			1	%		1,702			<1	%		11,804			4	%
Middle East/Asia Pacific		(809	)		(1	%)		(701	)		(1	%)		(4,098	)		(1	%)		(2,329	)		(1	%)
Europe/Mediterranean Sea		(276	)		(<1	%)		(2,056	)		(2	%)		(768	)		(<1	%)		(6,753	)		(2	%)
West Africa		678			1	%		3,912			4	%		11,891			3	%		3,867			1	%
Other operating profit		2,052			2	%		485			(<1	%)		5,381			1	%		2,767			1	%
		1,477			1	%		2,852			3	%		14,108			4	%		9,356			3	%
Corporate expenses (C)		(19,074	)		(16	%)		(9,514	)		(10	%)		(46,496	)		(13	%)		(24,208	)		(8	%)
Gain (loss) on asset dispositions, net		270			<1	%		(1,571	)		(2	%)		1,047			1	%		1,686			1	%
Long-lived asset impairments		(5,224	)		(4	%)		(16,853	)		(17	%)		(5,224	)		(1	%)		(24,254	)		(8	%)
Operating loss		(22,551	)		(19	%)		(25,086	)		(25	%)		(36,565	)		(9	%)		(37,420	)		(13	%)

Note (C):  General and administrative expenses for the three and nine months ended September 30, 2019 included stock-based compensation of $7.4 million and $16.6 million, respectively, and general and administrative expenses for the three and nine months ended September 30, 2018 included stock-based compensation of $3.8 million and $10.0 million, respectively. In addition, general and administrative costs for the three and nine months ended September 30, 2019 includes $6.3 million and $10.5 million of severance and similar costs related to integrating Tidewater and GulfMark operations.

9

TIDEWATER INC.

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) – QUARTERLY DATA

(Unaudited)

(In thousands, except share and per share data)

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
		2019			2019			2019			2018			2018
Revenues:
Vessel revenues	$		117,173			123,641			119,662			108,527			97,011
Other operating revenues			2,592			2,218			2,487			1,707			2,181
Total revenues			119,765			125,859			122,149			110,234			99,192
Costs and expenses:
Vessel operating costs			80,619			80,439			82,203			74,967			65,237
Costs of other operating revenues			534			586			764			733			1,681
General and administrative (D)			30,474			23,696			27,140			36,487			25,546
Depreciation and amortization			25,735			25,038			22,932			20,101			13,390
Loss (gain) on asset dispositions, net			(270	)		494			(1,270	)		(8,938	)		1,571
Impairment of due from affiliate			—			—			—			20,083			—
Asset impairments			5,224			—			—			36,878			16,853
Total operating costs and expenses			142,316			130,253			131,769			180,311			124,278
Operating loss			(22,551	)		(4,394	)		(9,620	)		(70,077	)		(25,086	)
Other income (expense):
Foreign exchange gain (loss)			173			11			(508	)		1,455			1
Equity in net earnings (losses) of unconsolidated companies			(468	)		95			(62	)		(3,871	)		56
Interest income and other			1,579			1,859			2,470			5,799			2,709
Loss on debt extinguishment			—			—			—			(8,119	)		—
Interest and other debt costs			(7,468	)		(7,582	)		(7,736	)		(7,708	)		(7,585	)
Total other expense			(6,184	)		(5,617	)		(5,836	)		(12,444	)		(4,819	)
Loss before income taxes			(28,735	)		(10,011	)		(15,456	)		(82,521	)		(28,905	)
Income tax expense			15,071			5,542			5,830			7,856			1,278
Net loss	$		(43,806	)		(15,553	)		(21,286	)		(90,377	)		(31,183	)
Less: Net income (loss) attributable to noncontrolling interests			394			406			445			132			(287	)
Net loss attributable to Tidewater Inc.	$		(44,200	)		(15,959	)		(21,731	)		(90,509	)		(30,896	)
Basic loss per common share	$		(1.15	)		(0.42	)		(0.58	)		(2.83	)		(1.16	)
Diluted loss per common share	$		(1.15	)		(0.42	)		(0.58	)		(2.83	)		(1.16	)
Weighted average common shares outstanding (E)			38,537,165			37,570,629			37,178,580			31,974,802			26,614,507
Dilutive effect of stock options and restricted stock			—			—			—			—			—
Adjusted weighted average common shares			38,537,165			37,570,629			37,178,580			31,974,802			26,614,507
Vessel operating margin	$		36,554			43,202			37,459			33,560			31,774
Note (D): Restructuring and merger-related items:
Professional services costs included in general and administrative expenses related to the business combination with GulfMark	$		—			—			88			4,465			3,036
Integration related costs  related to the business combination with GulfMark			1,686			460			3,651			—			—
Total	$		1,686			460			3,739			4,465			3,036
Note (E):
Shares issuable upon the exercise of New Creditor Warrants    held by U.S. citizens included in weighted average shares    outstanding			—			—			—			2,547			300,646
Total shares outstanding including warrants
Common shares outstanding			39,110,938			37,845,158			37,381,954			36,978,280			26,815,991
New Creditor Warrants    (strike price $0.001 per common share)			1,329,884			2,034,235			2,070,463			2,220,857			3,512,416
GulfMark Creditor Warrants    (strike price $0.01 per common share)			1,300,359			1,683,147			2,046,795			2,189,709			—
Total			41,741,181			41,562,540			41,499,212			41,388,846			30,328,407

10

TIDEWATER INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

		September 30,			June 30,			March 31,			December 31,			September 30,
ASSETS		2019			2019			2019			2018			2018
Current assets:
Cash and cash equivalents	$		359,332			369,549			391,060			371,791			461,088
Restricted cash			3,300			13,614			6,975			25,953			7,466
Trade and other receivables, net (F)			123,133			121,155			112,853			111,266			88,013
Due from affiliates			124,757			121,959			119,049			132,951			174,349
Marine operating supplies			21,303			29,141			29,337			29,505			27,591
Other current assets			13,116			14,460			14,844			11,836			9,880
Total current assets			644,941			669,878			674,118			683,302			768,387
Investments in, at equity, and advances to unconsolidated companies			—			658			774			1,039			1,129
Net properties and equipment			1,022,786			1,041,054			1,065,297			1,089,857			790,055
Deferred drydocking and survey costs			49,025			41,029			30,602			22,215			16,053
Other assets			37,269			39,651			38,507			31,326			28,700
Total assets	$		1,754,021			1,792,270			1,809,298			1,827,739			1,604,324
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable (F)	$		23,672			24,170			29,739			31,939			30,571
Accrued costs and expenses			54,792			56,675			56,025			61,784			46,060
Due to affiliates			41,676			39,060			40,245			34,972			48,064
Current portion of long-term debt			9,689			10,002			9,957			8,568			7,671
Other current liabilities			30,024			24,442			20,115			21,092			21,341
Total current liabilities			159,853			154,349			156,081			158,355			153,707
Long-term debt			419,905			424,911			427,436			430,436			435,301
Other liabilities and deferred credits			96,499			97,471			98,096			94,025			71,408
Contingencies
Equity:
Common stock			39			38			37			37			27
Additional paid-in capital			1,365,872			1,359,842			1,356,436			1,352,388			1,063,603
Accumulated deficit			(292,673	)		(248,473	)		(232,514	)		(210,783	)		(120,274	)
Accumulated other comprehensive income (loss)			2,194			2,194			2,194			2,194			(403	)
Total stockholders’ equity			1,075,432			1,113,601			1,126,153			1,143,836			942,953
Noncontrolling interests			2,332			1,938			1,532			1,087			955
Total equity			1,077,764			1,115,539			1,127,685			1,144,923			943,908
Total liabilities and equity	$		1,754,021			1,792,270			1,809,298			1,827,739			1,604,324
Supplemental Information
Due from related parties, net of due to related parties:
Sonatide (Angola)	$		64,660			66,690			62,591			79,829			102,512
DTDW (Nigeria)			18,421			16,209			16,213			18,150			23,773
Total	$		83,081			82,899			78,804			97,979			126,285

11

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,		June 30,		March 31,		December 31,			September 30,
		2019		2019		2019		2018			2018
VESSEL REVENUE BY VESSEL CLASS (In thousands):
Americas fleet:
Deepwater	$		24,575		26,991		25,214		21,412			19,513
Towing-supply			7,831		7,448		8,576		8,283			6,417
Other			741		760		1,489		2,118			2,109
Total	$		33,147		35,199		35,279		31,813			28,039
Middle East/Asia Pacific fleet:
Deepwater	$		14,960		12,130		10,502		8,705			7,607
Towing-supply			7,805		8,319		9,954		10,959			12,156
Other			-		-		-		(190	)		164
Total	$		22,765		20,449		20,456		19,474			19,927
Europe/Mediterranean Sea fleet:
Deepwater	$		30,608		34,104		27,577		19,876			11,643
Towing-supply			338		923		981		841			923
Total	$		30,946		35,027		28,558		20,717			12,566
West Africa fleet:
Deepwater	$		14,923		14,977		15,949		15,287			15,101
Towing-supply			11,598		14,015		15,184		16,807			17,805
Other			3,794		3,974		4,236		4,429			3,573
Total	$		30,315		32,966		35,369		36,523			36,479
Worldwide fleet:
Deepwater	$		85,066		88,202		79,242		65,278			53,864
Towing-supply			27,572		30,705		34,695		36,890			37,301
Other			4,535		4,734		5,725		6,359			5,846
Total	$		117,173		123,641		119,662		108,527			97,011

12

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018
AVERAGE NUMBER OF VESSELS (G):
Americas fleet:
Deepwater		32			34			37			35			26
Towing-supply		17			18			27			20			15
Other		5			6			7			7			6
Total		54			58			71			62			47
Stacked vessels		(17	)		(20	)		(32	)		(27	)		(20	)
Active vessels		37			38			39			35			27
Middle East/Asia Pacific fleet:
Deepwater		26			24			24			20			17
Towing-supply		26			26			27			28			32
Other		—			—			—			—			—
Total		52			50			51			48			49
Stacked vessels		(11	)		(9	)		(10	)		(11	)		(9	)
Active vessels		41			41			41			37			40
Europe/Mediterranean Sea fleet:
Deepwater		42			44			45			31			18
Towing-supply		3			3			3			4			4
Other		—			—			—			—			—
Total		45			47			48			35			22
Stacked vessels		(13	)		(13	)		(14	)		(10	)		(4	)
Active vessels		32			34			34			25			18
West Africa fleet:
Deepwater		29			30			30			28			27
Towing-supply		20			22			31			31			31
Other		21			21			22			23			25
Total		70			73			83			82			83
Stacked vessels		(22	)		(23	)		(29	)		(29	)		(28	)
Active vessels		48			50			54			53			55
Worldwide fleet:
Deepwater		129			132			136			114			88
Towing-supply		66			69			88			83			82
Other		26			27			29			30			31
Total		221			228			253			227			201
Stacked vessels		(63	)		(65	)		(85	)		(77	)		(61	)
Active vessels		158			163			168			150			140
Total active		158			163			168			150			140
Total stacked		63			65			85			77			61
Total joint venture and other vessels		4			4			4			5			7
Total		225			232			257			232			208

Note (G):  Included in total owned or chartered vessels at September 30, 21019, June 30, 2019, March 31, 2019, December 31, 2018, and September 30, 2018, were 60, 60, 71, 92 and 62 vessels, respectively, which were stacked by the company.  These vessels were considered to be in service and are included in the calculation of our total fleet utilization statistics.  Included in total joint venture and other at September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, were 1, 1, 1, 2 and 2 vessels, respectively, which were stacked by the company.

13

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2019		2019		2019		2018		2018
AVAILABLE DAYS - TOTAL FLEET:
Americas fleet:
Deepwater		2,932		3,112		3,332		3,271		2,392
Towing-supply		1,552		1,638		2,426		1,806		1,422
Other		460		484		619		644		552
Total		4,944		5,234		6,377		5,721		4,366
Middle East/Asia Pacific fleet:
Deepwater		2,370		2,184		2,160		1,840		1,534
Towing-supply		2,392		2,369		2,457		2,588		2,950
Other		—		—		—		—		—
Total		4,762		4,553		4,617		4,428		4,484
Europe/Mediterranean Sea fleet:
Deepwater		3,874		4,024		4,040		2,806		1,649
Towing-supply		276		273		294		368		368
Total		4,150		4,297		4,334		3,174		2,017
West Africa fleet:
Deepwater		2,723		2,730		2,668		2,606		2,491
Towing-supply		1,840		1,974		2,790		2,852		2,852
Other		1,932		1,976		1,980		2,122		2,297
Total		6,495		6,680		7,438		7,580		7,640
Worldwide fleet:
Deepwater		11,899		12,050		12,200		10,523		8,066
Towing-supply		6,060		6,254		7,967		7,614		7,592
Other		2,392		2,460		2,599		2,766		2,849
Total		20,351		20,764		22,766		20,903		18,507

14

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2019		2019		2019		2018		2018
OUT-OF-SERVICE - STACKED DAYS:
Americas fleet:
Deepwater		723		798		992		1,288		858
Towing-supply		632		728		1,467		932		736
Other		184		241		380		296		276
Total		1,539		1,767		2,839		2,516		1,870
Middle East/Asia Pacific fleet:
Deepwater		552		494		617		572		338
Towing-supply		460		303		270		391		508
Other		—		—		—		—		—
Total		1,012		797		887		963		846
Europe/Mediterranean Sea fleet:
Deepwater		1,104		1,092		1,122		736		170
Towing-supply		92		91		114		184		184
Total		1,196		1,183		1,236		920		354
West Africa fleet:
Deepwater		768		698		630		625		552
Towing-supply		552		700		1,486		1,361		1,196
Other		736		689		540		681		799
Total		2,056		2,087		2,656		2,667		2,547
Worldwide fleet:
Deepwater		3,147		3,082		3,361		3,221		1,918
Towing-supply		1,736		1,822		3,337		2,868		2,624
Other		920		930		920		977		1,075
Total		5,803		5,834		7,618		7,066		5,617

15

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,		June 30,		March 31,		December 31,		September 30,
	2019		2019		2019		2018		2018
AVAILABLE DAYS - ACTIVE FLEET:  (H)
Americas fleet:
Deepwater		2,209		2,314		2,340		1,983		1,534
Towing-supply		920		910		959		874		686
Other		276		243		239		348		276
Total		3,405		3,467		3,538		3,205		2,496
Middle East/Asia Pacific fleet:
Deepwater		1,818		1,690		1,543		1,268		1,196
Towing-supply		1,932		2,066		2,187		2,197		2,442
Other		—		—		—		—		—
Total		3,750		3,756		3,730		3,465		3,638
Europe/Mediterranean Sea fleet:
Deepwater		2,770		2,932		2,918		2,070		1,479
Towing-supply		184		182		180		184		184
Total		2,954		3,114		6,159		2,254		1,663
West Africa fleet:
Deepwater		1,955		2,032		2,038		1,981		1,939
Towing-supply		1,288		1,274		1,304		1,491		1,656
Other		1,196		1,287		1,440		1,441		1,498
Total		4,439		4,593		4,782		4,913		5,093
Worldwide fleet:
Deepwater		8,752		8,968		8,839		7,302		6,148
Towing-supply		4,324		4,432		4,630		4,746		4,968
Other		1,472		1,530		1,679		1,789		1,774
Total		14,548		14,930		15,148		13,837		12,890
Note (H):  Available Days - Active Fleet equals Available Days - Total Fleet less Out-Of-Service - Stacked Days.

16

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018
UTILIZATION - TOTAL FLEET:  (I)
Americas fleet:
Deepwater		64.5	%		65.8	%		61.9	%		49.9	%		50.6	%
Towing-supply		53.1			43.5			35.4			42.8			40.6
Other		21.0			19.0			26.3			35.3			41.2
Total		56.9	%		54.5	%		48.4	%		46.0	%		46.1	%
Middle East/Asia Pacific fleet:
Deepwater		65.4	%		62.1	%		57.8	%		57.6	%		59.0	%
Towing-supply		61.7			61.1			64.8			62.3			64.2
Other		—			—			—			—			—
Total		63.6	%		61.6	%		61.5	%		60.3	%		62.4	%
Europe/Mediterranean Sea fleet:
Deepwater		64.0	%		63.0	%		60.1	%		66.2	%		72.0	%
Towing-supply		24.5			56.9			59.9			39.0			44.3
Total		61.4	%		62.7	%		60.1	%		63.1	%		67.0	%
West Africa fleet:
Deepwater		50.6	%		51.7	%		52.9	%		58.5	%		61.9	%
Towing-supply		46.3			50.3			40.0			46.5			48.0
Other		55.6			55.1			57.9			57.3			44.2
Total		50.9	%		52.3	%		49.4	%		53.6	%		51.4	%
Worldwide fleet:
Deepwater		61.4	%		61.0	%		58.6	%		57.7	%		60.0	%
Towing-supply		53.1			52.9			47.0			50.6			52.7
Other		49.0			48.0			50.4			52.2			43.6
Total		57.5	%		57.0	%		53.6	%		54.4	%		54.5	%
Note (I):  Utilization Total Fleet equals Days Worked / Available Days Total Fleet.

17

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

	Three Months Ended
	September 30,			June 30,			March 31,			December 31,			September 30,
	2019			2019			2019			2018			2018
UTILIZATION - ACTIVE FLEET: (J)
Americas fleet:
Deepwater		85.7	%		88.4	%		88.2	%		82.3	%		78.8	%
Towing-supply		89.6			78.4			89.5			88.4			84.2
Other		35.0			37.9			68.2			65.4			82.3
Total		82.6	%		82.3	%		87.2	%		82.1	%		80.7	%
Middle East/Asia Pacific fleet:
Deepwater		85.3	%		80.3	%		80.9	%		83.6	%		75.6	%
Towing-supply		76.4			70.1			72.8			73.3			77.5
Other		—			—			—			—			—
Total		80.7	%		74.7	%		76.1	%		77.1	%		76.9	%
Europe/Mediterranean Sea fleet:
Deepwater		89.5	%		86.5	%		83.2	%		89.8	%		80.3	%
Towing-supply		36.8			85.3			97.8			78.0			88.7
Total		86.3	%		86.5	%		84.1	%		88.8	%		81.2	%
West Africa fleet:
Deepwater		70.5	%		69.4	%		69.2	%		77.0	%		79.5	%
Towing-supply		66.1			77.9			85.6			88.9			82.6
Other		89.9			84.6			79.7			84.3			67.8
Total		74.4	%		76.0	%		76.8	%		82.8	%		77.1	%
Worldwide fleet:
Deepwater		83.4	%		82.0	%		80.9	%		83.2	%		78.8	%
Towing-supply		74.5			74.7			80.8			81.2			80.5
Other		79.6			77.2			78.0			80.7			70.1
Total		80.4	%		79.3	%		80.6	%		82.2	%		78.3	%
Note (J):  Utilization Active Fleet equals Days Worked / Available Days - Active Fleet.

18

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,		June 30,		March 31,		December 31,		September 30,
		2019		2019		2019		2018		2018
AVERAGE VESSEL DAY RATES:  (K)
Americas fleet:
Deepwater	$		12,986		13,186		12,217		13,127		16,138
Towing-supply			9,504		10,442		9,993		10,722		11,115
Other			7,674		8,259		9,135		9,311		9,281
Total	$		11,783		12,341		11,436		12,091		13,924
Middle East/Asia Pacific fleet:
Deepwater	$		9,648		8,942		8,417		8,215		8,411
Towing-supply			5,285		5,747		6,255		6,801		6,422
Other			—		—		—		—		—
Total	$		7,520		7,293		7,205		7,291		7,123
Europe/Mediterranean Sea fleet:
Deepwater	$		12,342		13,443		11,356		10,696		9,802
Towing-supply			4,995		5,941		5,566		5,867		5,658
Total	$		12,147		13,010		10,964		10,350		9,302
West Africa fleet:
Deepwater	$		10,827		10,615		11,307		10,023		9,793
Towing-supply			13,628		14,115		13,601		12,675		13,019
Other			3,530		3,650		3,693		3,645		3,515
Total	$		9,174		9,439		9,627		8,982		9,291
Worldwide fleet:
Deepwater	$		11,651		11,998		11,082		10,747		11,121
Towing-supply			8,564		9,279		9,271		9,574		9,323
Other			3,871		4,009		4,370		4,407		4,701
Total	$		10,021		10,442		9,806		9,545		9,616

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

19

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
(In thousands)		2019			2019			2019			2018			2018
Americas
Vessel revenues	$		33,147			35,199			35,279			31,813			28,039
Vessel operating costs:
Crew costs	$		15,108			16,008			17,099			15,596			12,169
Routine repairs and maintenance			2,561			2,388			3,152			2,443			2,017
Major repairs			500			(60	)		468			(5	)		554
Insurance and loss reserves			305			(1,118	)		741			(38	)		(488	)
Fuel, lube and supplies			1,919			2,115			2,445			2,350			2,081
Other			2,461			2,772			2,771			2,523			1,787
Total vessel operating costs	$		22,854			22,105			26,676			22,869			18,120
Vessel operating margin ($)	$		10,293			13,094			8,603			8,944			9,919
Vessel operating margin (%)			31.1	%		37.2	%		24.4	%		28.1	%		35.4	%
Americas - Select operating statistics
Average vessels - Total fleet			54			58			71			62			47
Utilization - Total fleet			56.9	%		54.5	%		48.3	%		46.0	%		46.1	%
Average vessels - Active fleet			37			38			39			35			27
Utilization - Active fleet			82.6	%		82.3	%		87.2	%		82.1	%		80.7	%
Average day rates	$		11,783			12,341			11,436			12,091			13,924
Vessels commencing drydocks		4			6			6				3			11
Major repairs expense and deferred drydocking and survey costs:
Major repairs expense	$		500			(60	)		468			(5	)		554
Cash paid for deferred    drydocking and survey costs	$		5,368			6,637			2,178			3,406			1,099
	$		5,868			6,577			2,646			3,401			1,653
Deferred drydocking and survey costs - beginning balance	$		12,154			8,463			7,245			4,638			4,108
Cash paid for deferred drydocking and survey costs	$		5,368			6,637			2,178			3,406			1,099
Amortization of deferred drydocking and survey costs	$		(1,964	)		(1,228	)		(960	)		(799	)		(569	)
Disposals, intersegment transfers and other	$		120			(1,718	)		—			—			—
Deferred drydocking and survey costs - ending balance	$		15,678			12,154			8,463			7,245			4,638

20

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
(In thousands)		2019			2019			2019			2018			2018
Middle East/Asia Pacific
Vessel revenues	$		22,765			20,449			20,456			19,474			19,927
Vessel operating costs:
Crew costs	$		9,243			8,986			8,627			8,372			8,412
Routine repairs and maintenance			2,333			1,550			1,581			2,377			1,898
Major repairs			(16	)		123			—			-			(39	)
Insurance and loss reserves			356			186			589			154			(458	)
Fuel, lube and supplies			2,431			2,350			2,335			2,402			1,394
Other			1,318			1,844			1,733			1,947			2,203
Total vessel operating costs	$		15,665			15,039			14,865			15,252			13,410
Vessel operating margin ($)	$		7,100			5,410			5,591			4,222			6,517
Vessel operating margin (%)			31.2	%		26.5	%		27.3	%		21.7	%		32.7	%
Middle East/Asia Pacific - Select operating statistics
Average vessels - Total fleet			52			50			51			48			49
Utilization - Total fleet			63.6	%		61.6	%		61.5	%		60.3	%		62.4	%
Average vessels - Active fleet			41			41			41			37			40
Utilization - Active fleet			80.7	%		74.7	%		76.1	%		77.1	%		76.9	%
Average day rates	$		7,520			7,293			7,205			7,291			7,123
Vessels commencing drydocks			3			2			7			3			4
Major repairs expense and deferred drydocking and survey costs:
Major repairs expense	$		(16	)		123			—			-			(39	)
Cash paid for deferred    drydocking and survey costs	$		2,269			4,324			4,481			2,459			1,219
	$		2,253			4,447			4,481			2,459			1,180
Deferred drydocking and survey costs - beginning balance	$		11,961			9,178			5,961			4,099			3,361
Cash paid for deferred drydocking and survey costs	$		2,269			4,324			4,481			2,459			1,219
Amortization of deferred drydocking and survey costs	$		(1,911	)		(1,493	)		(1,264	)		(597	)		(481	)
Disposals, intersegment transfers and other	$		253			(48	)		—			—			—
Deferred drydocking and survey costs - ending balance	$		12,572			11,961			9,178			5,961			4,099

21

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
(In thousands)		2019			2019			2019			2018			2018
Europe/Mediterranean Sea
Vessel revenues	$		30,946			35,027			28,558			20,717			12,566
Vessel operating costs:
Crew costs	$		12,974			13,001			13,059			9,271			5,642
Routine repairs and maintenance			3,307			3,491			2,404			1,799			1,645
Major repairs			-			423			174			550			192
Insurance and loss reserves			503			693			561			380			116
Fuel, lube and supplies			1,614			1,314			1,891			1,294			1,195
Other			2,658			2,902			2,994			2,008			1,838
Total vessel operating costs	$		21,056			21,824			21,083			15,302			10,628
Vessel operating margin ($)	$		9,890			13,203			7,475			5,415			1,938
Vessel operating margin (%)			32.0	%		37.7	%		26.2	%		26.1	%		15.4	%
Europe/Mediterranean Sea - Select operating statistics
Average vessels - Total fleet			45			47			48			35			22
Utilization - Total fleet			61.4	%		62.7	%		60.1	%		63.1	%		67.0	%
Average vessels - Active fleet			32			34			34			25			18
Utilization - Active fleet			86.3	%		86.5	%		84.1	%		88.8	%		81.2	%
Average day rates	$		12,147			13,010			10,964			10,350			9,302
Vessels commencing drydocks			1			-			6			2			2
Major repairs expense and deferred drydocking and survey costs:
Major repairs expense	$		-			423			174			550			192
Cash paid for deferred    drydocking and survey costs	$		316			3,030			2,432			1,635			383
	$		316			3,453			2,606			2,185			575
Deferred drydocking and survey costs - beginning balance	$		8,596			5,831			4,278			3,279			3,356
Cash paid for deferred drydocking and survey costs	$		316			3,030			2,432			1,635			383
Amortization of deferred drydocking and survey costs	$		(1,160	)		(1,448	)		(879	)		(636	)		(460	)
Disposals, intersegment transfers and other	$		(373	)		1,183			—			—			—
Deferred drydocking and survey costs - ending balance	$		7,379			8,596			5,831			4,278			3,279

22

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
(In thousands)		2019			2019			2019			2018			2018
West Africa
Vessel revenues	$		30,315			32,966			35,369			36,523			36,479
Vessel operating costs:
Crew costs	$		8,868			9,196			9,360			11,894			11,392
Routine repairs and maintenance			3,208			2,831			1,734			1,826			2,382
Major repairs			74			165			189			415			(15	)
Insurance and loss reserves			863			989			287			141			(876	)
Fuel, lube and supplies			2,817			2,672			2,674			3,272			3,310
Other			5,214			5,618			5,335			3,998			6,886
Total vessel operating costs	$		21,044			21,471			19,579			21,546			23,079
Vessel operating margin ($)	$		9,271			11,495			15,790			14,977			13,400
Vessel operating margin (%)			30.6	%		34.9	%		44.6	%		41.0	%		36.7	%
West Africa - Select operating statistics
Average vessels - Total fleet			70			73			83			82			83
Utilization - Total fleet			50.9	%		52.3	%		49.4	%		53.6	%		51.4	%
Average vessels - Active fleet			48			50			54			53			55
Utilization - Active fleet			74.4	%		76.0	%		76.8	%		82.8	%		77.1	%
Average day rates	$		9,174			9,439			9,627			8,982			9,291
Vessels commencing drydocks			4			4			5			4			2
Major repairs expense and deferred drydocking and survey costs:
Major repairs expense	$		74			165			189			415			(15	)
Cash paid for deferred    drydocking and survey costs	$		7,060			2,412			3,194			1,380			993
	$		7,134			2,577			3,383			1,795			978
Deferred drydocking and survey costs - beginning balance	$		8,318			7,129			4,731			4,037			3,547
Cash paid for deferred drydocking and survey costs	$		7,060			2,412			3,194			1,380			993
Amortization of deferred drydocking and survey costs	$		(1,653	)		(1,321	)		(796	)		(686	)		(503	)
Disposals, intersegment transfers and other	$		(328	)		98			—			—			—
Deferred drydocking and survey costs - ending balance	$		13,397			8,318			7,129			4,731			4,037

23

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
(In thousands)		2019			2019			2019			2018			2018
Worldwide
Vessel revenues	$		117,173			123,641			119,662			108,527			97,011
Vessel operating costs:
Crew costs	$		46,193			47,191			48,145			45,133			37,615
Routine repairs and maintenance			11,409			10,260			8,871			8,445			7,942
Major repairs			558			651			830			960			692
Insurance and loss reserves			2,027			750			2,178			636			(1,706	)
Fuel, lube and supplies			8,781			8,451			9,345			9,317			7,980
Other			11,651			13,136			12,834			10,476			12,714
Total vessel operating costs	$		80,619			80,439			82,203			74,967			65,237
Vessel operating margin ($)	$		36,554			43,202			37,459			33,500			31,774
Vessel operating margin (%)			31.2	%		34.9	%		31.3	%		30.9	%		32.8	%
Worldwide - Select operating statistics
Average vessels - Total fleet			220			228			253			227			201
Utilization - Total fleet			57.5	%		57.0	%		53.6	%		54.4	%		54.5	%
Average vessels - Active fleet			158			163			168			150			140
Utilization - Active fleet			80.4	%		79.3	%		80.6	%		82.2	%		78.3	%
Average day rates	$		10,021			10,442			9,806			9,545			9,616
Vessels commencing drydocks			12			12			24			12			19
Major repairs expense and deferred drydocking and survey costs:
Major repairs expense	$		558			651			831			960			692
Cash paid for deferred    drydocking and survey costs	$		15,013			16,403			12,285			8,880			3,694
	$		15,571			17,054			13,116			9,840			4,386
Deferred drydocking and survey costs - beginning balance	$		41,029			30,601			22,215			16,053			14,372
Cash paid for deferred drydocking and survey costs	$		15,013			16,403			12,285			8,880			3,694
Amortization of deferred drydocking and survey costs	$		(6,688	)		(5,490	)		(3,898	)		(2,718	)		(2,013	)
Disposals, intersegment transfers and other	$		(328	)		(485	)		—			—			—
Deferred drydocking and survey costs - ending balance	$		49,026			41,029			30,602			22,215			16,053

24

TIDEWATER INC.

UNAUDITED OTHER FLEET AND FINANCIAL DATA

		Three Months Ended
		September 30,			June 30,			March 31,			December 31,			September 30,
(In thousands)		2019			2019			2019			2018			2018
Net loss	$		(43,806	)		(15,553	)		(21,286	)		(90,377	)		(31,183	)
Interest and other debt costs			7,468			7,582			7,736			7,707			7,585
Income tax expense			15,071			5,542			5,830			7,856			1,278
Depreciation			19,047			19,548			19,034			17,383			11,377
Amortization of deferred drydocking and survey costs			6,688			5,490			3,898			2,718			2,012
EBITDA (L), (M), (N), (O)			4,468			22,609			15,212			(54,713	)		(8,931	)
Impairment of Due from affiliate			-			-			-			20,083			-
Long-lived asset impairments			5,224			-			-			36,878			16,853
One time charges			6,293			460			3,739			12,161			3,036
Loss on debt extinguishment			-			-			-			8,119			-
Adjusted EBITDA (L), (M), (N), (O)			15,985			23,069			18,951			22,528			10,958
Note (L):  EBITDA excludes interest and other debt costs, income tax expense, depreciation and amortization. Additionally, Adjusted EBITDA excludes impairment charges, merger and integration related costs and loss on the extinguishment of debt prior to maturity.
Note (M):  EBITDA and Adjusted EBITDA for the three months ended September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018 includes non-cash, stock-based compensation expense of $7,384, $3,588, $5,627, $3,439 and $3,828, respectively.
Note (N):  EBITDA and Adjusted EBITDA for the three months ended September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018 includes foreign exchange gains (losses) of $173, $11, $(508), $1,454 and $1, respectively.
Note (O):  EBITDA and Adjusted EBITDA equity in net (earnings) losses of unconsolidated companies for the three months ended September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018 includes foreign exchange gains (losses) of $0, $0, $0, $0 and $0, 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) before interest and other debt costs, income tax expense, depreciation and amortization.  Additionally, Adjusted EBITDA excludes impairment charges, merger and integration related costs and losses on the extinguishment of debt prior to maturity. 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.

25

Contacts

Tidewater Inc.

Quintin V. Kneen

Chief Executive Officer

713-470-5300

SOURCE: Tidewater Inc.

26

XML

Document and Entity Information	Nov. 11, 2019
Document And Entity Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2019
Entity Registrant Name	TIDEWATER INC
Entity Central Index Key	0000098222
Entity Emerging Growth Company	false
Entity File Number	1-6311
Entity Incorporation, State or Country Code	DE
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
Common stock, $0.001 par value per share
Document And Entity Information [Line Items]
Title of 12(b) Security	Common stock, $0.001 par value per share
Trading Symbol	TDW
Security Exchange Name	NYSE
Series A Warrants to purchase shares of common stock
Document And Entity 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
Series B Warrants to purchase shares of common stock
Document And Entity 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
Warrants to purchase shares of common stock
Document And Entity Information [Line Items]
Title of 12(b) Security	Warrants to purchase shares of common stock
Trading Symbol	TDW.WS
Security Exchange Name	NYSEAMER