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What changed in TIDEWATER INC's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of TIDEWATER INC's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+341 added−352 removedSource: 10-K (2026-03-02) vs 10-K (2025-02-27)

Top changes in TIDEWATER INC's 2025 10-K

341 paragraphs added · 352 removed · 249 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

70 edited+19 added−20 removed91 unchanged
Biggest changeAlthough deepwater projects are typically less susceptible to short-term fluctuations in commodity prices, they are generally more costly than onshore and other offshore exploration and development. 4 Table of Contents We expect global offshore windfarm developments to increase over the coming years and believe these developments may provide additional opportunities for a certain cross-section of our larger vessels.
Biggest changeDeepwater oil and gas development typically involves significant capital investment and multi-year development plans and therefore less susceptible to short-term fluctuations in commodity prices, although generally more costly than onshore and other offshore exploration and development. 4 Table of Contents Our revenues are derived primarily from vessel time charter or similar contracts ranging in duration from a few months to several years.
Our vessels and associated services support all phases of offshore crude oil and natural gas (also referred to as oil and gas) exploration activities, field development, production and maintenance, as well as windfarm development and maintenance.
Our vessels and associated services support all phases of offshore crude oil and natural gas (also referred to as oil and gas) exploration, field development, production and maintenance, as well as windfarm development and maintenance activities.
Acquisition of Solstad Vessels (Solstad Acquisition) On March 7, 2023, we entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, which was amended on June 30, 2023 (the Acquisition Agreement), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the Sellers), pursuant to which we agreed to acquire from the Sellers (the Solstad Acquisition): (i) 37 PSVs owned by the Sellers (the Solstad Vessels); and (ii) the charter parties governing certain of the Solstad Vessels.
Acquisition of Solstad Vessels On March 7, 2023, we entered into an Agreement for the Sale and Purchase of Vessels, Charter Parties and Other Assets, which was amended on June 30, 2023 (the Acquisition Agreement), with certain subsidiaries of Solstad Offshore ASA, a Norwegian public limited company (collectively, the Sellers), pursuant to which we agreed to acquire from the Sellers (the Solstad Acquisition): (i) 37 PSVs owned by the Sellers (the Solstad Vessels); and (ii) the charter parties governing certain of the Solstad Vessels.
Information contained on or connected to our website is not incorporated by reference into this Form 10-K and should not be considered part of this Form 10-K or any other filing we make with the SEC. Environmental Responsibility We strive to deliver services in a manner that minimizes the impact of our business on the environment.
Information contained on or connected to our website is not incorporated by reference into this Form 10-K and should not be considered part of this Form 10-K or any other filing we make with the SEC. Our Planet - Environmental Responsibility We strive to deliver services in a manner that minimizes the impact of our business on the environment.
Gulf operations can be impacted by the Atlantic hurricane season from the months of June through November, when offshore exploration, field development and construction work tend to slow or halt to mitigate potential losses and damage that may occur to the offshore oil and gas infrastructure should a hurricane enter the area.
Gulf operations can be impacted by the Atlantic hurricane season from the months of June through November, when offshore exploration, development and construction work tend to slow or halt to mitigate potential losses and damage that may occur to the offshore oil and gas infrastructure should a hurricane enter the area.
Although hurricanes, cyclones, monsoons and other severe weather can have a seasonal impact on operations, our business volume is more dependent on oil and gas pricing, global supply of oil and gas, and demand for our offshore support vessels and other services than on any seasonal variation. Seasonality largely impacts drilling operations.
Although hurricanes, cyclones, monsoons and other severe weather can have a seasonal impact on operations, our business volume is more dependent on oil and gas pricing, global supply of oil and gas, and demand for our offshore support vessels and other services than on any seasonal variation. Seasonality largely impacts drilling and construction operations.
Our customers’ offshore business activity, in turn, is largely dependent on current and expected oil and gas prices, which fluctuate depending on expected future levels of supply and demand for oil and gas, and on estimates of the cost to find, develop and produce oil and gas reserves both onshore and offshore.
Our customers’ offshore business activity, in turn, is dependent on current and expected oil and gas prices, which fluctuate depending on expected future levels of supply and demand for oil and gas, and on estimates of the cost to find, develop and produce oil and gas reserves both onshore and offshore.
Based on the latest information available to us, we believe less than 24% of our outstanding common stock was owned by non-U.S. Citizens as of December 31, 2024. Risk Management The operation of any marine vessel involves an inherent risk of marine losses (including physical damage to the vessel) attributable to adverse sea and weather conditions, mechanical failure and collisions.
Based on the latest information available to us, we believe less than 24% of our outstanding common stock was owned by non-U.S. Citizens as of December 31, 2025. Risk Management The operation of any marine vessel involves an inherent risk of marine losses (including physical damage to the vessel) attributable to adverse sea and weather conditions, mechanical failure and collisions.
In certain places in this Form 10-K, we may refer to reports published by third parties that purport to describe trends or developments in energy production and drilling and exploration activity and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information. 16 Table of Contents
In certain places in this Form 10-K, we may refer to reports published by third parties that purport to describe trends or developments in energy production and drilling and exploration activity and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information. 17 Table of Contents
Although we are not a party to any union contract in the U.S., we are subject to union agreements covering local nationals in several foreign regions, most heavily in Australia and the North Sea with our United Kingdom (U.K.) and Norwegian mariners. 13 Table of Contents Culture and Human Capital Management Our employees and our culture are critical to our long-term success.
Although we are not a party to any union contract in the U.S., we are subject to union agreements covering local nationals in several foreign regions, most heavily in Australia and the North Sea with our U.K. and Norwegian mariners. 13 Table of Contents Culture and Human Capital Management Our employees and our culture are critical to our long-term success.
Our Compensation & Human Capital Committee oversees our human capital management efforts, such as our employee compensation and benefits policies and programs. Our Nominating & Corporate Governance Committee oversees our corporate governance matters, such as stockholder relations, and our compliance and regulatory programs.
Our Compensation & Human Capital Committee oversees our human capital management efforts, such as our executive and employee compensation and benefits policies and programs. Our Nominating & Corporate Governance Committee oversees our corporate governance matters, such as stockholder relations, and our compliance and regulatory programs.
Unless expressly noted, the information appearing on our website or any other website is not incorporated by reference into this Form 10-K and should not be considered part of this Form 10-K or any other filing Tidewater makes with the SEC. 15 Table of Contents FORWARD-LOOKING STATEMENTS Certain of the statements included in this Form 10-K constitute forward-looking statements within the meaning of the U.S.
Unless expressly noted, the information appearing on our website or any other website is not incorporated by reference into this Form 10-K and should not be considered part of this Form 10-K or any other filing Tidewater makes with the SEC. 16 Table of Contents FORWARD-LOOKING STATEMENTS Certain of the statements included in this Form 10-K constitute forward-looking statements within the meaning of the U.S.
Many of our PSVs also have oil recovery, firefighting, standby rescue and/or other specialized equipment. PSV capabilities are typically distinguished by the vessel’s deck space and cargo capacity which indicates the size of the loads it can carry. As of December 31, 2024, we operated 139 PSVs throughout our service regions.
Many of our PSVs also have oil recovery, firefighting, standby rescue and/or other specialized equipment. PSV capabilities are typically distinguished by the vessel’s deck space and cargo capacity which indicates the size of the loads it can carry. As of December 31, 2025, we operated 139 PSVs throughout our service regions.
These vessels can work in shallow waters along the coast or on the continental shelf or in intermediate depths further offshore. As of December 31, 2024, we operated 21 medium AHTS vessels. ● Large AHTS class. Generally, this vessel class includes AHTS vessels with over 16,000 BHP. These vessels primarily work in deepwater.
These vessels can work in shallow waters along the coast or on the continental shelf or in intermediate depths further offshore. As of December 31, 2025, we operated 21 medium AHTS vessels. ● Large AHTS class. Generally, this vessel class includes AHTS vessels with over 16,000 BHP. These vessels primarily work in deepwater.
These vessels typically work in shallow waters along the coast or on the continental shelf. As of December 31, 2024, we operated 20 small AHTS vessels. ● Medium AHTS class. Generally, this vessel class includes AHTS vessels that have between 8,000 and 16,000 BHP.
These vessels typically work in shallow waters along the coast or on the continental shelf. As of December 31, 2025, we operated 20 small AHTS vessels. ● Medium AHTS class. Generally, this vessel class includes AHTS vessels that have between 8,000 and 16,000 BHP.
Large AHTS vessels are equipped to tow drilling rigs and other marine equipment, as well as to set anchors for the positioning and mooring of drilling rigs that generally do not have dynamic positioning capabilities. As of December 31, 2024, we operated 11 large AHTS vessels.
Large AHTS vessels are equipped to tow drilling rigs and other marine equipment, as well as to set anchors for the positioning and mooring of drilling rigs that generally do not have dynamic positioning capabilities. As of December 31, 2025, we operated 11 large AHTS vessels.
While it is normal for our customer base to change over time as our vessel time charter contracts turn over, the unexpected loss of any significant customer could, at least in the short term, have a material adverse effect on our vessel utilization and our results of operations. Competition We have numerous competitors of all sizes.
While it is normal for our customer base to change over time as our vessel time charter contracts are renewed, the unexpected loss of any significant customer could, at least in the short term, have a material adverse effect on our vessel utilization and our results of operations. Competition We have numerous competitors of all sizes.
The Board periodically reviews these governance practices, applicable law, the rules and listing standards of the New York Stock Exchange (NYSE) and SEC regulations, as well as best practices suggested by recognized governance authorities. Our Audit Committee oversees our ethics program and enterprise risk management process, such as our cybersecurity, data privacy, ethics and compliance reporting.
The Board periodically reviews these governance practices, applicable law, the rules and listing standards of the New York Stock Exchange (NYSE) and SEC regulations, as well as best practices suggested by recognized governance authorities. Our Audit Committee oversees our ethics program and enterprise risk management process, such as our cybersecurity (including artificial intelligence), data privacy, ethics and compliance reporting.
Governance Our Board believes the primary purpose of corporate governance is to maximize stockholder value in a manner consistent with legal requirements while operating with the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and management believe promote this purpose and represent best practices.
Our Principles - Governance & Compliance Responsibilities Governance Our Board believes the primary purpose of corporate governance is to maximize stockholder value in a manner consistent with legal requirements while operating with the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and management believe promote this purpose and represent best practices.
Our Safety & Sustainability Committee oversees our safety policies, procedures, metrics and incidents as well as our sustainability strategy. For further discussion of environmental and other sustainability risks and considerations see “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.
As described above, our S&S Committee oversees our safety policies, procedures, metrics and incidents as well as our sustainability strategy. For further discussion of environmental and other sustainability risks and considerations see “Risk Factors” in Item 1A and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of this Form 10-K.
In March 2024, we published our latest sustainability report (Sustainability Report) for the year ended December 31, 2023, which can be found on our website at www.tdw.com and includes disclosures in accordance with the Taskforce on Climate-Related Financial Disclosures (TCFD), the 2021 Global Reporting Initiative (GRI) reporting standards, and the 2018 Sustainability Accounting Standards Board (SASB) for Marine Transportation.
In April 2025, we published our latest sustainability report (Sustainability Report) for the year ended December 31, 2024, which can be found on our website at www.tdw.com and includes disclosures in accordance with the Taskforce on Climate-Related Financial Disclosures (TCFD), the 2021 Global Reporting Initiative (GRI) reporting standards, and the 2018 Sustainability Accounting Standards Board (SASB) for Marine Transportation.
We believe that our insurance coverage is adequate. To date, we have not experienced an insured loss in excess of our policy limits; however, we cannot provide any assurance that our liability coverage will be adequate to cover claims that may arise.
To date, we have not experienced an insured loss in excess of our policy limits; however, we cannot provide any assurance that our liability coverage will be adequate to cover claims that may arise.
Our mission includes providing services to our customers with the highest level of operational performance, while complying with all laws and regulations, respecting the environment and local communities in which we work and ensuring the safety of our people.
Our mission includes providing services to our customers with the highest level of operational performance, while complying with laws and regulations, respecting the environment and local communities in which we work and supporting the safety of our people.
Generally, this vessel class includes PSVs that have greater than 900 square meters of deck space. As of December 31, 2024, we operated 69 Large PSVs. 5 Table of Contents Other Vessels Our other vessel classes include crew boats, utility vessels and offshore tugs.
Generally, this vessel class includes PSVs that have greater than 900 square meters of deck space. As of December 31, 2025, we operated 70 Large PSVs. 5 Table of Contents Other Vessels Our other vessel classes include crew boats, utility vessels and offshore tugs.
ITEM 1. BUSINESS Unless otherwise required by the context, the terms “we”, “us”, “our” and “the company” as used herein refer to Tidewater Inc. and its consolidated subsidiaries and predecessors. About Tidewater We have provided marine and transportation services to the global offshore energy industry since our incorporation in 1956.
ITEM 1. BUSINESS Unless otherwise required by the context, the terms “we,” “us,” “our” and “the company” as used herein refer to Tidewater Inc. and its consolidated subsidiaries and predecessors. About Tidewater We have provided marine and transportation services to the global offshore energy industry since our incorporation in 1956.
Flag States : Our ships are registered, or flagged, in various countries, including U.S., Australia, Brazil, Cyprus, Isle of Man, Liberia, Mexico, Norway, Singapore, UK and Vanuatu, which are also referred to as Flag States.
Flag States : Our ships are registered, or flagged, in various countries, including U.S., Australia, Brazil, Cyprus, Isle of Man, Liberia, Mexico, Norway, Singapore, United Kingdom (U.K.) and Vanuatu, which are also referred to as Flag States.
The following table discloses our customers that accounted for 10% or more of total revenues: Years Ended December 31, December 31, December 31, 2024 2023 2022 Eni S.p.A 12.3 % 10.3 % * Chevron Corporation * * 12.3 % * Less than 10% of total revenues.
The following table discloses our customers that accounted for 10% or more of total revenues: Years Ended December 31, December 31, December 31, 2025 2024 2023 Eni S.p.A * 12.3 % 10.3 % * Less than 10% of total revenues.
Training classes include environmental, health, and safety classes, compliance, and leadership related courses. Compliance topics include anti-corruption and human rights training, cybersecurity awareness, business ethics, compliance, and promoting a respectful culture. Health & Safety We maintain a health and safety culture grounded on the premise of eliminating workplace incidents, risks and hazards.
Compliance topics include anti-corruption and human rights training, cybersecurity awareness, business ethics, compliance, and promoting a respectful culture. Health & Safety We maintain a health and safety culture grounded on the premise of eliminating workplace incidents, risks and hazards.
The purchase price was funded through a combination of cash on hand and net proceeds from both the Senior Secured Term Loan and the 10.375% Senior Unsecured Notes due July 2028. Please refer to Note (4) - “Debt” to our accompanying Consolidated Financial Statements for additional information on the related debt agreements.
The purchase price was funded through a combination of cash on hand and net proceeds from both the Senior Secured Term Loan and the 10.375% Senior Unsecured Notes due July 2028. Please refer to Note (2) - “Acquisitions” to our accompanying Consolidated Financial Statements for additional information related to the acquisition.
Our revenues, net earnings and cash flows from operations are dependent upon the activity level of our offshore marine vessel fleet. Consistent with other vessel operators in our industry, our business activity is largely dependent on capital budgets and offshore exploration, field development, production and abandonment activity of our customers.
Our revenues, earnings and cash flows are dependent upon the activity level of our vessel fleet. Consistent with other vessel operators in our industry, our business activity is largely dependent on offshore exploration, development, production and abandonment activity, and the overall capital budgets of our customers.
As of December 31, 2024, we operated 52 AHTS vessels throughout our service regions. During the year ended December 31, 2024, our AHTS vessels contributed approximately 21.0 % of our vessel revenue. ● Small AHTS class. Generally, this vessel class includes AHTS vessels that have up to 8,000 BHP.
As of December 31, 2025, we operated 52 AHTS vessels throughout our service regions. During the year ended December 31, 2025, our AHTS vessels contributed approximately 24.2% of our vessel revenue. ● Small AHTS class. Generally, this vessel class includes AHTS vessels that have up to 8,000 BHP.
We offer a large, diversified fleet of offshore service vessels (OSV or vessels), with 211 vessels serving customers in over 30 countries as of December 31, 2024. We believe our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of our customers.
We offer a large, diversified fleet of offshore service vessels (OSV) and related support vessels (collectively, vessels), with 208 vessels serving customers in over 30 countries as of December 31, 2025. We believe our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of our customers.
These regulations include requirements as to the following: ● Implementation of specific security measures, including onboard installation of a ship security alert system ● Assessment of vessel security ● Efforts to identify and deter security threats ● Applicable security plans and processes, including training, drills and exercises 9 Table of Contents Additionally, we have developed security annexes for those U.S. flag vessels that transit or work in waters designated as high risk by the USCG pursuant to the latest revision of Maritime Security Directive 104-6.
These regulations include requirements as to the following: ● Implementation of specific security measures, including onboard installation of a ship security alert system ● Assessment of vessel security ● Efforts to identify and deter security threats ● Applicable security plans and processes, including training, drills and exercises Additionally, we have developed security annexes for those U.S. flag vessels that transit or work in waters designated as high risk by the U.S.
Offshore tugs are used to tow floating drilling rigs and barges; to assist in the docking of tankers; and to assist pipe laying, cable laying and construction barges. During the year ended December 31, 2024, our other vessels contributed approximately 4.0% of our vessel revenue.
Offshore tugs are used to tow floating drilling rigs and barges; to assist in the docking of tankers; and to assist pipe laying, cable laying and construction barges. During the year ended December 31, 2025, our 17 other vessels contributed approximately 3.5% of our vessel revenue.
Social Employees and Labor Relations As of December 31, 2024, we had a global workforce of approximately 7,700 individuals worldwide with most of our workforce operating internationally in more than 30 countries. This diversity of global perspectives makes our Company stronger, more resilient and more responsive to our global customers.
Our People - Social Responsibility Employees and Labor Relations As of December 31, 2025, we had a global workforce of approximately 7,300 individuals worldwide with most of our workforce operating internationally in more than 30 countries. This diversity of global perspectives makes us stronger, more resilient and more responsive to our global customers.
Our principal customers include large, international, integrated and independent oil and gas exploration, field development and production companies (IOCs); mid-sized and smaller independent exploration and production (E&P) companies; foreign government-owned or government-controlled organizations that explore for, develop and produce oil and gas (NOCs); offshore drilling contractors; and other companies that provide various services to the offshore energy industry, including, among other things, offshore construction companies, windfarm development companies, diving companies and well stimulation companies.
Our principal customers include large, international, integrated and independent oil and gas exploration, development and production companies (IOCs); mid-sized and smaller independent exploration and production (E&P) companies; foreign government-owned or government-controlled organizations (NOCs) engaged in the exploration, development and production of oil and gas; offshore drilling contractors; and other companies that provide various services to the offshore energy industry, including offshore construction companies, windfarm development companies, diving companies and well stimulation companies.
For further discussion of regulatory risks related to climate change see “Environmental, Social and Governance” discussion below and “Risk Factors” in Item 1A of this Annual Report on Form 10-K (Form 10-K).
For further discussion of regulatory risks related to climate change see “Risk Factors” in Item 1A of this Annual Report on Form 10-K (Form 10-K).
Our services include towing and anchor handling for mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workovers, production activities, field abandonment, dismantlement and restoration activities; offshore construction and seismic and subsea support; geotechnical survey support for windfarm construction, and a variety of other specialized services such as pipe and cable laying.
Our service offerings include towing and anchor handling for mobile offshore drilling units; the transportation of supplies and personnel necessary to sustain drilling, workover and production operations, as well as field abandonment, dismantlement and restoration activities; offshore construction, seismic and subsea support; and a variety of other specialized services such as pipe laying, cable laying and geotechnical survey support for windfarm construction.
Sustainability We believe sustainability in the energy industry requires a balanced and diversified approach in both traditional energy sources and lower-emission solutions throughout the energy transition. We also believe our oil and gas customers are dedicated to strengthening energy security and the supply of reliable energy while also decreasing greenhouse gas emissions.
Sustainability: Commitment to Planet, People & Principles We believe sustainability in the energy industry requires a balanced and diversified approach in both traditional energy sources and lower-emission solutions. We also believe our oil and gas customers are dedicated to strengthening energy security and the supply of reliable energy while also decreasing GHG emissions.
We provide various offshore training formats designed to encompass all learning styles through on-the-job, e-learning, customer-specific training, certifications, and other licensing programs. In addition, the Company facilitates many training courses that cover a range of topics that enhance specific skill sets, increase productivity, and educate employees about safety.
We provide various offshore training formats designed to encompass all learning styles through on-the-job, e-learning, customer-specific training, certifications, and other licensing programs. In addition, we facilitate many training courses that cover a range of topics that enhance specific skill sets, increase productivity, and educate employees about safety. Training classes include environmental, health, and safety classes, compliance, and leadership related courses.
During the year ended December 31, 2024, our PSVs contributed approximately 75.0% of our vessel revenue. ● Medium PSVs. Generally, this vessel class includes PSVs that have between 500 and 900 square meters of deck space. As of December 31, 2024, we operated 70 Medium PSVs. ● Large PSVs.
During the year ended December 31, 2025, our PSVs contributed approximately 72.3% of our vessel revenue. ● Medium PSVs. Generally, this vessel class includes PSVs that have between 500 and 900 square meters of deck space. As of December 31, 2025, we operated 69 Medium PSVs. ● Large PSVs.
We generally satisfy these requirements through appropriate insurance coverage, as discussed below in “Risk Management.” Moreover, environmental laws and regulations can affect the resale value or significantly reduce the useful lives of our vessels, require a reduction in carrying capacity, ship modifications or operational changes or restrictions (and related increased operating costs) or retirement of service, lead to decreased availability or higher cost of insurance coverage for environmental matters or result in the denial of access to, or detention in, certain jurisdictional waters or ports.
We generally satisfy these requirements through appropriate insurance coverage, as discussed below in “Risk Management.” Moreover, environmental laws and regulations can affect the resale value or significantly reduce the useful lives of our vessels, require a reduction in carrying capacity, ship modifications or operational changes or restrictions (and related increased operating costs) or retirement of service, lead to decreased availability or higher cost of insurance coverage for environmental matters or result in the denial of access to, or detention in, certain jurisdictional waters or ports. 10 Table of Contents Whenever possible, hazardous materials are maintained or transferred in confined areas to ensure containment if accidents were to occur.
Such inspections include verification of compliance with maritime safety, security, environmental, customs, immigration, health and labor requirements applicable to each port, as well as with regional, national and international requirements. Many countries have joined together to form regional Port State Control authorities.
Such inspections include verification of compliance with maritime safety, security, environmental, customs, immigration, health and labor requirements applicable to each port, as well as with regional, national and international requirements. Many countries have joined together to form regional Port State Control authorities. 8 Table of Contents Maritime Regulations - Safety The IMO has safety standards as part of SOLAS.
In addition, once a U.S. built vessel is registered under a non-U.S. flag, it cannot thereafter engage in U.S. coastwise trade. Therefore, our non-U.S. flagged vessels must operate outside of the U.S. coastwise trade zone.
U.S. law requires that vessels engaged in the U.S. coastwise trade must be built in the U.S. and registered under the U.S. flag. In addition, if a U.S. built vessel is registered under a non-U.S. flag, it cannot thereafter engage in U.S. coastwise trade. Therefore, our non-U.S. flagged vessels must operate outside of the U.S. coastwise trade zone.
Maritime Regulations – Health As described above, certain of the international jurisdictions in which we operate have ratified the MLC, which establishes minimum requirements for working conditions of seafarers, including conditions of employment, hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection, medical care, welfare and social security protection.
The STCW, as amended, establishes additional minimum standards relating to training, including security training, certification and watchkeeping for our seafarers. 11 Table of Contents Maritime Regulations – Health As described above, certain of the international jurisdictions in which we operate have ratified the MLC, which establishes minimum requirements for working conditions of seafarers, including conditions of employment, hours of work and rest, grievance and complaints procedures, accommodations, recreational facilities, food and catering, health protection, medical care, welfare and social security protection.
Our vessels are subject to periodic class surveys, including dry-dock inspections, by vessel classification societies to verify that our vessels have been maintained in accordance with the rules of the classification societies and that recommended repairs have been satisfactorily completed.
Our vessels are subject to periodic class surveys, including drydock inspections, by vessel classification societies to verify that our vessels have been maintained in accordance with the rules of the classification societies and that recommended repairs have been satisfactorily completed. Drydock frequency is a statutory requirement mandated by SOLAS.
Of the total 211 vessels that we owned at December 31, 2024, 203 vessels were registered under flags other than the U.S. and eight were registered under the U.S. flag.
Of the total 208 vessels that we owned at December 31, 2025, 199 vessels were registered under flags other than the U.S. and nine were registered under the U.S. flag.
Anchor Handling Towing Supply Vessels The most versatile vessels in the Tidewater fleet are large, powerful AHTS vessels, capable of all types of towing, anchor handling activities, and varied subsea operations.
A description of the type of vessels categorized in each vessel class and the services typically performed follows. Anchor Handling Towing Supply Vessels The most versatile vessels in the Tidewater fleet are large, powerful AHTS vessels, capable of all types of towing, anchor handling activities, and varied subsea operations.
Reporting Segments We manage our business through five segments including the Americas, Asia Pacific, Middle East, Europe/Mediterranean, and West Africa. Corporate Information Tidewater was founded in 1956 and is incorporated under the laws of the State of Delaware. Our worldwide headquarters and principal executive offices are located at 842 West Sam Houston Parkway North, Suite 400, Houston, Texas 77024.
Reporting Segments We manage our business through five segments including the Americas, Asia Pacific, Middle East, Europe/Mediterranean, and West Africa. Corporate Information Tidewater was founded in 1956 and is incorporated under the laws of the State of Delaware.
Although the U.S. is not a party to the MLC, U.S. flagged vessels operating internationally must comply with the MLC when calling on a port in a country that is a party to the MLC. 11 Table of Contents In the U.S., we are subject to the Occupational Safety and Health Act (OSHA) and other similar laws and regulations, which establish workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.
In the U.S., we are subject to the Occupational Safety and Health Act (OSHA) and other similar laws and regulations, which establish workplace standards for the protection of the health and safety of employees, including the implementation of hazard communications programs designed to inform employees about hazardous substances in the workplace, potential harmful effects of these substances, and appropriate control measures.
All remaining unexercised Series A Warrants and Series B Warrants, approximately 3.1 million in the aggregate, expired according to their terms on July 31, 2023. 6 Table of Contents Share Repurchase Program On November 5, 2023, our Board of Directors (Board) approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during the fourth quarter of 2023.
On November 5, 2023, our Board approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during the fourth quarter of 2023.
Dry-dock frequency is a statutory requirement mandated by SOLAS. 8 Table of Contents National, Regional, and other Authorities : We are subject to the decrees, directives, regulations, and requirements of the European Union (EU), the UK, the U.S., other countries, and many other authorities, including ports that our vessels visit.
National, Regional, and other Authorities : We are subject to the decrees, directives, regulations, and requirements of the European Union (EU), the U.K., the U.S., other countries, and many other authorities, including ports that our vessels visit.
For the year ended December 31, 2024, our five largest customers accounted for approximately 36.1%, while our ten largest customers accounted for approximately 52.6% of our total revenues.
For the year ended December 31, 2025, our five largest customers accounted for approximately 29.8%, while our ten largest customers accounted for approximately 47.9% of our total revenues.
We have numerous competitors in all areas in which we operate, and our ability to compete in the international markets may be adversely affected by regulations requiring, among other things, local construction; flagging; ownership or control of vessels; the awarding of contracts to local contractors; the employment of local citizens; and/or the purchase of supplies from local vendors. 7 Table of Contents Our diverse, mobile asset base and the wide geographic distribution of our assets generally enable us to respond relatively quickly to changes in market conditions and to provide a broad range of vessel services to customers around the world.
We have numerous competitors in all areas in which we operate, and our ability to compete in the international markets may be adversely affected by regulations requiring, among other things, local construction; flagging; ownership or control of vessels; the awarding of contracts to local contractors; the employment of local citizens; and/or the purchase of supplies from local vendors.
As a means of managing and improving our environmental performance and compliance, we strive to adhere to standards set by the International Organization for Standardization (ISO), an international standard-setting body, which produces worldwide industrial and commercial standards.
Environmental laws and regulations are subject to change, however, and may impose increasingly strict requirements, and, as such, we cannot estimate the ultimate cost of complying with such potential changes to environmental laws and regulations. 9 Table of Contents As a means of managing and improving our environmental performance and compliance, we strive to adhere to standards set by the International Organization for Standardization (ISO), an international standard-setting body, which produces worldwide industrial and commercial standards.
We also carry workers’ compensation, maritime employer’s liability, director and officer liability, cybersecurity, general liability (including third party pollution) and other insurance customary in the industry.
We also carry workers’ compensation, maritime employer’s liability, director and officer liability, cybersecurity, general liability (including third party pollution) and other insurance customary in the industry. All insurance policies we have purchased are subject to specific conditions, limitations and exclusions, including retention amounts for which we are responsible for payment.
All insurance policies we have purchased are subject to specific conditions, limitations and exclusions, including retention amounts for which we are responsible for payment. 12 Table of Contents The continued threat of terrorist activity and other acts of war or hostility have significantly increased the risk of political, economic and social instability in some of the geographic areas in which we operate.
The continued threat of terrorist activity and other acts of war or hostility have significantly increased the risk of political, economic and social instability in some of the geographic areas in which we operate.
The resulting economic, political and social uncertainties, including the potential for future terrorist acts and war, could cause the premiums charged for our insurance coverage to increase. We currently maintain war risk coverage on our entire fleet. We seek to secure appropriate insurance coverage at competitive rates. We carefully monitor claims and actively participate in claims estimates and adjustments.
We currently maintain war risk coverage on our entire fleet. We seek to secure appropriate insurance coverage at competitive rates. We carefully monitor claims and actively participate in claims estimates and adjustments. We believe that our insurance coverage is adequate.
These expenditures are generally dependent on our customers’ views of future demand for oil and gas and future oil and gas prices, as well as our customers’ ability to access capital.
Customers and Contracting Demand for our services depends substantially on our customers’ strategies and allocation of capital spending related to offshore exploration, development and production of oil and gas reserves, which are generally dependent on our customers’ views of future demand for oil and gas and future oil and gas prices, as well as our customers’ ability to access capital.
At the same time, in certain foreign countries, we encounter preferences given to vessels owned by local companies that may be mandated by local law or by national oil companies, which we generally attempt to mitigate through affiliations with local companies or other legal alternatives.
At the same time, in certain foreign countries, we encounter preferences given to vessels owned by local companies that may be mandated by local law or by national oil companies, which we generally attempt to mitigate through affiliations with local companies or other legal alternatives. 7 Table of Contents Seasonality Our global vessel fleet generally has its highest utilization rates in the warmer months when the weather is more favorable for offshore exploration, field development and construction work in the oil and gas industry.
To a lesser extent, we derive revenue from vessel time charter contracts on a “spot” basis, which are short-term agreements ranging from one day to several months where we provide offshore marine services to customers for specific short-term jobs.
To a lesser extent, we derive revenue from vessel time charter contracts on a “spot” basis, which are short-term agreements ranging from one day to several months. The base rate of hire for a term contract is generally a fixed day rate, though some longer-term contracts have rate escalation clauses.
Further acts of terrorism may be directed against the U.S. or U.S. citizens domestically or abroad, and such acts of terrorism could be directed against properties and personnel of U.S. headquartered companies such as ours.
Further acts of terrorism may be directed against the U.S. or U.S. citizens domestically or abroad, and such acts of terrorism could be directed against properties and personnel of U.S. headquartered companies such as ours. 12 Table of Contents The resulting economic, political and social uncertainties, including the potential for future terrorist acts and war, could cause the premiums charged for our insurance coverage to increase.
During the year ended December 31, 2024, we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax. Customers and Contracting Demand for our services depends substantially on our customers’ strategies and allocation of capital spending related to offshore exploration, development and production of oil and gas reserves.
During the year ended December 31, 2024, we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax.
We are proactive in establishing policies and operating procedures for safeguarding the environment against any hazardous materials aboard our vessels and at shore-based locations. 10 Table of Contents The Oil Pollution Act of 1990 also requires owners and operators of vessels over 300 gross tons to provide the USCG with evidence of financial responsibility to cover the cost of cleaning up oil spills from those vessels.
The Oil Pollution Act of 1990 also requires owners and operators of vessels over 300 gross tons to provide the USCG with evidence of financial responsibility to cover the cost of cleaning up oil spills from those vessels. Several foreign jurisdictions also require us to present satisfactory evidence of financial responsibility.
The STCW, as amended, establishes additional minimum standards relating to training, including security training, certification and watchkeeping for our seafarers. Other Governmental Regulations We are subject to various U.S. federal, state and local statutes and regulations governing the ownership, operation and maintenance of vessels. Our U.S. flagged vessels are subject to the jurisdiction of the U.S.
Other Governmental Regulations We are subject to various U.S. federal, state and local statutes and regulations governing the ownership, operation and maintenance of vessels. Our U.S. flagged vessels are subject to the jurisdiction of the USCG, the U.S. Customs and Border Protection, and the U.S. Maritime Administration. Our vessel operations in the U.S. Gulf are considered coastwise trade.
Depending on vessel capabilities and availability, our vessels operate in the shallow, intermediate and deepwater offshore markets. Deepwater oil and gas development typically involves significant capital investment and multi-year development plans.
Depending on vessel capabilities and availability, our vessels operate in the shallow, intermediate and deepwater offshore markets, with the majority of our current fleet serving deepwater operations.
Vessel Classifications Our primary vessel classifications include Anchor Handling Towing Supply Vessels (AHTS) and Platform Supply Vessels (PSVs). We also operate a small number of other specialty vessels. A description of the type of vessels categorized in each vessel class and the services typically performed follows.
In addition, many charter arrangements allow us to recover specific limited additional costs, such as fuel expenses, while on hire. Vessel Classifications Our primary vessel classifications include Anchor Handling Towing Supply Vessels (AHTS) and Platform Supply Vessels (PSVs). We also operate a small number of other specialty vessels.
Seasonality Our global vessel fleet generally has its highest utilization rates in the warmer months when the weather is more favorable for offshore exploration, field development and construction work in the oil and gas industry. Hurricanes, cyclones, the monsoon season, and other severe weather can negatively or positively impact vessel operations. Our U.S.
Hurricanes, cyclones, the monsoon season, and other severe weather can negatively or positively impact vessel operations. Our U.S.
These beliefs drive our sustainability strategy and commitment to being a sustainable, resilient and responsible company with environmental, social, and governance (ESG) principles as a cornerstone of our corporate mission.
These beliefs drive our sustainability strategy and commitment to being a sustainable, resilient and responsible company. Our Board has a standing Safety & Sustainability Committee (S&S Committee) comprised of only independent directors, who meet at least quarterly with management.
On February 29, 2024, our Board approved a new $48.6 million share repurchase program, subsequently approving the increase of such program by $18.1 million on May 2, 2024, $13.9 million on August 6, 2024, and $10.1 million on November 2, 2024.
On February 27, 2025, our Board approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved a new $500.0 million share repurchase program.
Removed
These projects generally require fewer but more highly specialized vessels. Our revenues are derived primarily from vessel time charter or similar contracts ranging in duration from a few months to several years.
Added
Recent Event - Acquisition of Wilson Sons Ultratug On February 22, 2026, we entered into a definitive agreement to acquire all outstanding shares of Wilson Sons Ultratug Participações S.A and its affiliate Atlantic Offshore Services S.A. (collectively, the Wilson Companies) from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the Wilson Sellers).
Removed
The base rate of hire for a term contract is generally a fixed day rate, though some longer-term contracts have rate escalation clauses. In addition, many charter arrangements allow us to recover specific limited additional costs, such as fuel expenses, while on hire.
Added
The Wilson Companies own 22 platform supply vessels operating in Brazil. We will pay the Wilson Sellers an aggregate cash purchase price of $500.0 million on a debt free, cash free basis, subject to adjustments, including a reduction for the assumption of the Wilson Companies’ debt which was approximately $261.0 million as of September 30, 2025.
Removed
To support our West Africa segment, we contracted to build (i) two ocean-going tugs, which were completed and delivered in 2023; and (ii) eight Alucat crew boats, two of which were completed and delivered in 2023. We expect five of the remaining six Alucat crew boats to be delivered in early 2025 and one to be delivered later in 2025.
Added
The final debt amount will be determined upon completion of this transaction. The transaction is subject to customary closing conditions, including approval from the Brazilian Antitrust Authority and the consent of the lenders to the Wilson Companies, and is expected to close late in the second quarter of 2026.
Removed
As of December 31, 2024, we operated 20 vessels classified as other. During January and February of 2025, we took delivery of five Alucat crew boats and recorded debt of approximately EUR 9.4 million ($9.7 million).
Added
Long Term Debt On July 7, 2025, we, certain of our subsidiaries, and Wilmington Trust, National Association, as trustee, entered into an indenture, pursuant to which we issued $650.0 million in aggregate principal amount of 9.125% Senior Notes due 2030 (2030 Notes). The 2030 Notes are unconditionally guaranteed on a senior unsecured basis by the Guarantors.
Removed
Acquisition of Swire Pacific Offshore Holdings Limited (SPO Acquisition) On April 22, 2022, we acquired all of the issued and outstanding shares of Swire Pacific Offshore Holdings Limited (SPO), pursuant to a Share Purchase Agreement (SPA Agreement) with Banyan Overseas Limited (Banyan) for a total consideration of $215.5 million, consisting of (i) $61.6 million in cash paid at closing less a subsequent receipt of an $8.8 million post-closing working capital refund; and (ii) 8,100,000 warrants, exercisable at $0.001 per share for one share of our common stock (SPO Acquisition Warrants).
Added
Simultaneously, all amounts outstanding, including accrued interest, under the Senior Secured Term Loan, the 10.375% Senior Unsecured Notes due July 2028 and the 8.50% Senior Secured Notes due November 2026 (Extinguished Debt) were redeemed and paid in full. All collateral, security and guarantees related to the Extinguished Debt were released in conjunction with the repayment.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

72 edited+27 added−24 removed178 unchanged
Biggest changeDownturns in the oil and gas industry have often resulted in lower expenditures by our customers and reduced demand for our services, which in the past has, and in the future may have, material adverse effects on our financial condition, results of operations and cash flows. ● Factors associated with environmental, social and governance matters, including evolving and expanding regulations, varied and expansive scope of standards, rating criteria, our sustainability disclosures, and the perception and expectations of the public and our stakeholders could adversely affect our business, reputation, results of operations and financial position. ● At certain locations where we operate, an increased potential for seasonal weather events exists that could lead to limits or restrictions on our ability to operate, damage to our assets and equipment, liabilities or claims, operational delays for recovery and repair, impacts on customer and vendor contracts, regulatory fines and penalties, and uninsured losses, which could adversely affect our business. ● Failure to effectively and timely address the energy transition could adversely affect our business, results of operations and cash flows. ● As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition. ● We derive a significant amount of revenue from a relatively small number of customers. ● We may not be able to collect amounts owed to us by our customers. ● Our customer base has undergone consolidation and additional consolidation is possible. ● The high level of competition in the offshore marine service industry could negatively impact pricing for our services. ● The rise in production of oil and gas resources could increase supply without a commensurate growth in demand which could negatively impact oil and gas prices. ● Maintaining our current fleet and acquiring vessels required for additional future growth requires significant capital. ● We may not be able to renew or replace expiring contracts for our vessels. ● Early termination of contracts on our vessels could have an adverse effect on our operations and our backlog may not be converted to actual operating results for any future period. ● We may record impairment charges or other losses related to our vessels. ● We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe. ● An increase in vessel supply without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and negatively impact our revenue. ● Our insurance coverage and contractual indemnity protections may not be sufficient to protect us under all circumstances or against all risks. 17 Table of Contents Risks Relating to Our International and Foreign Operations ● We operate in various regions throughout the world and are exposed to many risks inherent in doing business outside the U.S., including risks associated with foreign corrupt practices laws, acts of piracy, war, terrorist attacks and international hostilities. ● Disruptions or disagreements with our foreign joint venture partners could lead to an unwinding of the joint venture. ● Our international operations expose us to currency devaluation, exchange and conversion risk.
Biggest changeDownturns in the oil and gas industry have often resulted in lower expenditures by our customers and reduced demand for our services, which in the past has, and in the future may have, material adverse effects on our financial condition, results of operations and cash flows. ● A rise in production of oil and gas resources could increase supply without a commensurate growth in demand which could negatively impact oil and gas prices. ● Factors associated with climate change and sustainability matters, including evolving regulations, varied and expansive scope of standards, rating criteria, our sustainability disclosures, and the perception and expectations of the public and our stakeholders could adversely affect our business, reputation, results of operations and financial position. ● At certain locations where we operate, severe weather events, including conditions believed to be associated with climate change, have in the past and may in the future adversely affect our operations and financial results. ● Failure to effectively and timely address the energy transition could adversely affect our business, results of operations and cash flows. ● As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition, including the timing, completion and anticipated benefits of the proposed acquisition of the Wilson Companies, and our ability to finance any such acquisitions. ● We derive a significant amount of revenue from a relatively small number of customers. ● We may not be able to collect amounts owed to us by our customers. ● Our customer base has undergone consolidation and additional consolidation is possible. ● The high level of competition in the offshore marine service industry could negatively impact pricing for our services. ● Maintaining our current fleet and acquiring vessels required for additional future growth requires significant capital. ● We may not be able to renew or replace expiring contracts for our vessels. ● Our ability to raise capital in the future through debt or equity financing may be limited, which could make us unable to fund our capital requirements or business operations or potentially dilute existing stockholders. ● Early termination of contracts on our vessels could have an adverse effect on our operations and our backlog may not be converted to actual operating results for any future period. ● We may record impairment charges or other losses related to our vessels. ● We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe. ● An increase in vessel supply without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and negatively impact our revenue. ● Our insurance coverage and contractual indemnity protections may not be sufficient to protect us under all circumstances or against all risks. 18 Table of Contents Risks Relating to Our International and Foreign Operations ● We operate in various regions throughout the world and are exposed to many risks inherent in doing business outside the U.S., including risks associated with foreign corrupt practices laws, acts of piracy, war, terrorist attacks and international hostilities. ● Disruptions or disagreements with our foreign joint venture partners could lead to an unwinding of the joint venture. ● Our international operations expose us to currency devaluation, exchange and conversion risk.
As the nature, scope and complexity of sustainability reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand and change, we will likely incur additional costs to control, assess, report and assure our sustainability performance. We could also be penalized or criticized for the accuracy, adequacy, or completeness of such disclosures.
As the nature, scope and complexity of sustainability reporting, calculation methodologies, voluntary reporting standards and disclosure requirements expand, change and diverge, we will likely incur additional costs to control, assess, report and assure our sustainability performance. We could also be penalized or criticized for the accuracy, adequacy, or completeness of such disclosures.
Gains and losses from the revaluation of our monetary assets and liabilities denominated in currencies other than the U.S. dollar are included in our consolidated statements of operations. Foreign currency fluctuations may cause the U.S. dollar value of our non-U.S. results of operations and net assets to vary with exchange rate fluctuations.
Gains and losses from the revaluation of our monetary assets and liabilities denominated in currencies other than the U.S. dollar are included in our Consolidated Income Statements.Foreign currency fluctuations may cause the U.S. dollar value of our non-U.S. results of operations and net assets to vary with exchange rate fluctuations.
Additionally, we or our AI service providers may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance, and transparency, among others, which could inhibit our or our service providers’ ability to maintain an adequate level of functionality or service.
Additionally, we or our AI service providers may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection, compliance, and transparency, among others, which could inhibit our ability or that of our service providers’ to maintain an adequate level of functionality or service.
As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition, including our ability to finance any such acquisitions. Mergers and acquisitions have historically been and continue to be a key element of our business strategy.
As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition, and our ability to finance any such acquisitions. Mergers and acquisitions have historically been and continue to be a key element of our business strategy.
Our actual or perceived failure to report accurately or achieve our sustainability-related initiatives or goals could negatively impact our reputation, result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.
Our actual or perceived failure to report accurately or achieve our sustainability-related initiatives or goals could negatively impact our reputation, result in sustainability-focused investors not purchasing and holding our stock, or otherwise materially harm our business.
Although we carry what we consider to be prudent levels of liability insurance to address these hazards and generally our vessels are insured for their estimated market value against damage or loss, including war, terrorism acts and pollution risks, our insurance programs are subject to deductibles and certain exclusions, and our coverage may not be sufficient to protect us under all circumstances or against all risks.
Although we carry prudent levels of liability insurance to address these hazards and generally our vessels are insured for their estimated market value against damage or loss, including war, terrorism acts and pollution risks, our insurance programs are subject to deductibles and certain exclusions, and our coverage may not be sufficient to protect us under all circumstances or against all risks.
Further, while we believe we should be able to maintain adequate insurance in the future at rates considered commercially acceptable, we cannot guarantee that such insurance will continue to be available at commercially acceptable rates. We also seek to include in our contracts indemnity obligations that require customers or suppliers to hold us harmless from some of these risks.
Further, while we believe we will be able to maintain adequate insurance in the future at rates considered commercially acceptable, we cannot guarantee that such insurance will continue to be available at commercially acceptable rates. We also include in our contracts indemnity obligations that require customers or suppliers to hold us harmless from some of these risks.
War or risk of war or any such attack, such as the current conflict in Ukraine, and the international response to such events may also have an adverse effect on the economy, which could adversely affect activity in offshore oil and gas exploration, development and production and the demand for our services.
War or risk of war or any such attack, such as the current conflict in Iran, and the international response to such events may also have an adverse effect on the economy, which could adversely affect activity in offshore oil and gas exploration, development and production and the demand for our services.
Any sustainability-related initiatives could be difficult to achieve and costly to implement, and we may be unable to economically develop or deploy technologies to achieve our goals, if at all. In addition, we could be criticized for the timing, scope or nature of these initiatives or goals, or for any revisions to them.
Any sustainability-related initiatives could be difficult to achieve and costly to implement, and we may be unable to economically develop or deploy technologies to achieve our goals, if at all. In addition, we could be criticized for the timing, scope or nature of these initiatives or goals, having such initiatives or goals, or for any revisions to them.
General Risk Factors Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations. Uncertainty about future global economic market conditions makes it challenging to forecast operating results and to make decisions about future investments.
General Risk Factor Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations. Uncertainty about future global economic market conditions makes it challenging to forecast operating results and to make decisions about future investments.
For some of our international contracts, a portion of the revenue and local expenses is incurred in local currencies, which subjects us to risk of changes in the exchange rates between the U.S. dollar and foreign currencies. In some instances, we receive payments in currencies that are not easily traded, difficult to convert into U.S. dollars or may be illiquid.
For some of our international contracts, a portion of the revenue and local expenses is incurred in local currencies, which subjects us to risk of changes in the exchange rates between the U.S. dollar and foreign currencies. 27 Table of Contents In some instances, we receive payments in currencies that are not easily traded, difficult to convert into U.S. dollars or may be illiquid.
Because we are not generally protected by the damage limits imposed by state workers’ compensation statutes for these types of claims, we may have greater exposure for any claims made by these employees. 27 Table of Contents Risks Related to Our Indebtedness We may not be able to generate sufficient cash flow to meet our debt service and other obligations.
Because we are not generally protected by the damage limits imposed by state workers’ compensation statutes for these types of claims, we may have greater exposure for any claims made by these employees. Risks Related to Our Indebtedness We may not be able to generate sufficient cash flow to meet our debt service and other obligations.
We review the vessels in our active fleet for impairment whenever events occur or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. We have realized impairment charges with respect to our long-lived assets over the past several years.
We review the vessels in our active fleet for impairment whenever events occur or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. In the past, we have realized impairment charges with respect to our long-lived assets.
We typically grant our customers credit on a short-term basis and do not typically collateralize receivables due from customers. In addition, a few of our international customers are state-controlled and, as a result, our receivables may be subject to local political priorities out of our control.
We typically grant our customers credit on a short-term basis and do not typically collateralize receivables due from customers. 23 Table of Contents In addition, a few of our international customers are state-controlled and, as a result, our receivables may be subject to local political priorities out of our control.
In addition, valuations supporting our acquisitions and strategic investments could change rapidly with changes in the global economic climate. There can be no assurance that we will realize the anticipated synergies or cost savings related to acquisitions, including, but not limited to, revenue growth and operational efficiencies, within our estimated timeframe or at all.
In addition, valuations supporting our acquisitions and strategic investments could change rapidly with changes in the global economic climate. 22 Table of Contents There can be no assurance that we will realize the anticipated synergies or cost savings related to acquisitions, including, but not limited to, revenue growth and operational efficiencies, within our estimated timeframe or at all.
We cannot guarantee success in attracting and retaining qualified personnel to crew our vessels in the future. We have faced and may continue to face difficulties attracting, hiring and retaining highly-skilled personnel with appropriate qualifications and may not be able to fill open positions.
We cannot guarantee success in attracting and retaining qualified personnel to crew our vessels in the future. We have faced and may continue to face difficulties attracting, hiring and retaining highly-skilled personnel with appropriate qualifications, particularly for our newer vessels, and may not be able to fill open positions.
Additionally, there can be no assurance that we will not have to take additional impairment charges in the future with depressed market conditions. We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe.
Additionally, there can be no assurance that we will not have to take additional impairment charges in the future with depressed market conditions. 25 Table of Contents We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe.
In addition, the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. The issuance of stock-based awards may dilute our stockholders.
In addition, the Delaware General Corporation Law imposes restrictions on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. 34 Table of Contents The issuance of stock-based awards may dilute our stockholders.
In addition, we may offer extended payment terms to our customers in order to secure contracts. These circumstances may lead to more frequent collection issues. Our financial results and liquidity could be adversely affected.
In addition, we may offer extended payment terms to our customers in order to secure contracts. These circumstances may lead to more frequent collection issues. Our financial results and liquidity could be adversely affected. 35 Table of Contents
Factors associated with environmental, social and governance matters, including evolving and expanding regulations, varied and expansive scope of standards, rating criteria, our sustainability disclosures, and the perception and expectations of the public and our stakeholders could adversely affect our business, reputation, results of operations and financial position.
Factors associated with climate change and sustainability matters, including evolving regulations, varied and expansive scope of standards, rating criteria, our sustainability disclosures, and the perception and expectations of the public and our stakeholders could adversely affect our business, reputation, results of operations and financial position.
While it is normal for our customer base to change over time as our time charter contracts expire and are replaced, our results of operations, financial condition and cash flows could be materially adversely affected if one or more of these customers were to (i) interrupt or curtail their activities generally or with us, (ii) terminate their contracts with us, (iii) fail to renew existing contracts with us, or (iv) refuse to award us new contracts. 22 Table of Contents We may not be able to collect amounts owed to us by our customers.
While it is normal for our customer base to change over time as our time charter contracts expire and are replaced, our results of operations, financial condition and cash flows could be materially adversely affected if one or more of these customers were to (i) interrupt or curtail their activities generally or with us, (ii) terminate their contracts with us, (iii) fail to renew existing contracts with us, or (iv) refuse to award us new contracts.
Our business and operations may consume cash more quickly than we anticipate potentially impairing our ability to make capital expenditures to maintain our fleet and other assets in suitable operating condition.
Our business and operations may generate less cash than we anticipate, potentially impairing our ability to make capital expenditures to maintain our fleet and other assets in suitable operating condition.
Risks Relating to Our Indebtedness ● We may not be able to generate sufficient cash flow to meet our debt service and other obligations. ● Restrictive covenants in our debt agreements may restrict our ability to raise capital, make distributions on our stock or pursue our other business strategies, which may have significant consequences for our operations and future prospects. ● We may not be able to obtain debt or equity financing if and when needed with favorable terms, if at all.
Risks Relating to Our Indebtedness ● We may not be able to generate sufficient cash flow to meet our debt service and other obligations. ● Restrictive covenants in our debt agreements may restrict our ability to raise capital, make distributions on our stock or pursue our other business strategies, which may have significant consequences for our operations and future prospects.
Our debt agreements impose certain financial covenants, including requirements to maintain minimum liquidity and consolidated equity amounts and an interest coverage ratio. If we fail to meet or comply with these financial covenants, it could result in a default under the debt agreements.
Our debt agreements impose certain financial covenants, including requirements to maintain minimum liquidity and collateral valuation levels and a debt coverage ratio. If we fail to meet or comply with these financial covenants, it could result in a default under the debt agreements.
This could have a material adverse effect on our financial condition, results of operations and cash flows. Early termination of contracts on our vessels could have an adverse effect on our operations and our backlog may not be converted to actual operating results for any future period.
Early termination of contracts on our vessels could have an adverse effect on our operations and our backlog may not be converted to actual operating results for any future period.
We could lose the privilege of owning and operating vessels in the Jones Act trade if non-U.S. Citizens were to own or control, in the aggregate, more than 25% of our common stock.
We could lose the privilege of owning and operating vessels in the Jones Act trade if non-U.S. Citizens were to own or control, in the aggregate, more than 25% of our common stock. Such loss could have a material adverse effect on our results of operations.
The rise in production of oil and gas resources could increase supply without a commensurate growth in demand which could negatively impact oil and gas prices.
A rise in production of oil and gas resources could increase supply without a commensurate growth in demand which could negatively impact oil and gas prices. A rise in production of oil and gas resources, as in the past, could in the future result in over-supplied oil and gas market.
We cannot assure you that we will be granted waivers or amendments to these agreements if requested to obtain financial or operational flexibility or if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on acceptable terms or at all. 28 Table of Contents We may not be able to obtain debt or equity financing if and when needed with favorable terms, if at all.
We cannot assure you that we will be granted waivers or amendments to these agreements if requested to obtain financial or operational flexibility or if for any reason we are unable to comply with these agreements, or that we will be able to refinance our debt on acceptable terms or at all.
Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results. 30 Table of Contents In addition, our income tax returns are subject to review and examination by the U.S.
Given the unpredictability of these possible changes and their potential interdependency, it is very difficult to assess whether the overall effect of such potential tax changes would be cumulatively positive or negative for our earnings and cash flow, but such changes could adversely impact our financial results.
An increase in vessel capacity without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and adversely affect our business, results of operations and financial condition.
Excess capacity can occur when newly constructed vessels enter the worldwide offshore support vessel market and when vessels migrate between markets. An increase in vessel capacity without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and adversely affect our business, results of operations and financial condition.
We require highly-skilled personnel to operate our vessels and to provide our services. Competition for the personnel necessary for our business intensifies as offshore oil and gas exploration and production activity increases; technology evolves and customer demands change.
Competition for the personnel necessary for our business intensifies as offshore oil and gas exploration and production activity increases; technology evolves and customer demands change.
Depending on the length of time the vessels are stacked, we may incur additional costs to return these vessels to active service. These costs are difficult to estimate and may be substantial.
Additionally, stacked vessels are not maintained with the same diligence as our marketed fleet. Depending on the length of time the vessels are stacked, we may incur additional costs to return these vessels to active service. These costs are difficult to estimate and may be substantial.
In addition, we attempt to minimize the financial impact of these risks by matching the currency of our operating costs with the currency of revenue streams when considered appropriate.
In addition, we attempt to minimize the financial impact of these risks by matching the currency of our operating costs with the currency of revenue streams when considered appropriate. We actively monitor the currency exchange risks associated with our contracts not denominated in U.S. dollars.
A prolonged period of low oil and gas prices would likely have a negative impact on development plans of exploration and production companies, which in turn, may result in a decrease in demand for our offshore support vessel services. Maintaining our current fleet size and configuration and acquiring vessels required for additional future growth requires significant capital.
A prolonged period of low oil and gas prices would likely have a negative impact on development plans of exploration and production companies, which in turn, may result in a decrease in demand for our offshore support vessel services.
General Risks Factors ● Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations. ● Severe weather events, including extreme weather conditions associated with climate change, have in the past and may in the future adversely affect our operations and financial results. 19 Table of Contents Risk Factors Risks Relating to Our Business and Industry Demand for our services is substantially dependent on the level of capital spending by our customers.
General Risks Factor ● Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations. 19 Table of Contents Risk Factors Risks Relating to Our Business and Industry Demand for our services is substantially dependent on the level of capital spending by our customers.
For example, the Paris Climate Accord, the Kyoto Protocol, the European Union Emission Trading System, the United Kingdom’s Carbon Reduction Commitment, the International Maritime Organization’s MARPOL Annex VI amendments, and, in the U.S., the Regional Greenhouse Gas Initiative, the Western Regional Climate Action Initiative, and other various state programs, may require, or could result in future legislation and regulatory measures that require significant equipment and fleet modifications, operational changes, taxes, or purchase of emission credits to reduce emission of greenhouse gases from our operations, which may result in substantial capital expenditures and compliance, operating, maintenance and remediation costs.
Finally, increasing attention to climate change and related risks, as well as other sustainability matters, has resulted in an increased possibility of government investigations or claims and additional private litigation against companies in the oil and gas industry which could increase our costs or otherwise adversely affect our business or results of operations. 21 Table of Contents For example, the Paris Climate Accord, the Kyoto Protocol, the European Union Emission Trading System, the United Kingdom’s Carbon Reduction Commitment, the International Maritime Organization’s MARPOL Annex VI amendments, and, in the U.S., the Regional Greenhouse Gas Initiative, the Western Regional Climate Action Initiative, and other various state programs, may require, or could result in future legislation and regulatory measures that require, significant equipment and fleet modifications, operational changes, taxes, or purchase of emission credits to reduce emission of greenhouse gases from our operations, which may result in substantial capital expenditures and compliance, operating, maintenance and remediation costs.
Citizen stockholders. ● The market price of our securities is subject to volatility. ● We do not currently pay cash dividends, so realizing a return on your investment depends on selling your common stock for a price greater than what you paid. ● Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements. ● Certain provisions and limitations on foreign ownership in our organizational documents could delay or prevent a change of control. 18 Table of Contents ● The issuance of stock-based awards may dilute our common stock. ● A limited trading market may exist for our New Creditor Warrants and GLF Creditor Warrants, making it difficult to trade or obtain quotations for these warrants. ● We may not be able to maintain a listing of our common stock on the NYSE. ● Activist stockholders could divert the attention of our management team and/or negatively affect our business .
Citizen stockholders. ● The market price of our securities is subject to volatility. ● We do not currently pay cash dividends, so realizing a return on your investment depends on selling your common stock for a price greater than what you paid. ● Certain provisions and limitations on foreign ownership in our organizational documents could delay or prevent a change of control. ● The issuance of stock-based awards may dilute our common stock. ● Activist stockholders could divert the attention of our management team and/or negatively affect our business .
Our customary risks of operating internationally include, but are not limited to, political, military, social and economic instability within the host country; possible vessel seizures or expropriation of assets and other governmental actions by the host country, including trade or economic sanctions and enforcement of customs, immigration or other laws that are not well developed or consistently enforced; foreign government regulations that favor or require the awarding of contracts to local competitors; risks associated with failing to comply with the U.S.
We have substantial operations in Brazil, Mexico, Guyana, the North Sea (including U.K. and Norway), Southeast Asia, Australia, Saudi Arabia, Egypt, Angola and throughout the west coast of Africa, which generate a large portion of our revenue. 26 Table of Contents Our customary risks of operating internationally include, but are not limited to, political, military, social and economic instability within the host country; possible vessel seizures or expropriation of assets and other governmental actions by the host country, including trade or economic sanctions and enforcement of customs, immigration or other laws that are not well developed or consistently enforced; foreign government regulations that favor or require the awarding of contracts to local competitors; risks associated with failing to comply with the U.S.
Particularly severe weather events affecting platforms or structures may result in a suspension of activities. In addition, acute or chronic physical impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall, and hurricane-strength winds may damage our vessels or facilities.
In addition, acute or chronic physical impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall, and hurricane-strength winds may damage our vessels or facilities. To the extent such weather events become more frequent or more severe, the risks associated with severe weather events could intensify.
If such indebtedness were to be accelerated, our assets may not be sufficient to repay in full our secured indebtedness. Please refer to Note (4) - “Debt” to our accompanying Consolidated Financial Statements for additional information on the debt agreements. The restrictive covenants under our debt agreements, may limit our ability to take advantage of business opportunities.
Please refer to Note (4) - “Debt” to our accompanying Consolidated Financial Statements for additional information on the debt agreements. 29 Table of Contents The restrictive covenants under our debt agreements may limit our ability to take advantage of business opportunities.
Prolonged increases in the worldwide supply of oil and gas without a commensurate growth in demand for oil and gas may depress oil and gas prices.
Production has increased as drilling efficiencies have improved, lowering the costs of extraction. Prolonged increases in the worldwide supply of oil and gas without a commensurate growth in demand for oil and gas may depress oil and gas prices.
At the same time, stakeholders and regulators have increasingly expressed or pursued divergent and evolving views, legislation and investment expectations with respect to sustainability, including the enactment or proposal of “anti-ESG” legislation or policies. We may also face negative impacts from consumers who do not support climate-related initiatives or concerns.
At the same time, stakeholders and regulators have increasingly expressed or pursued divergent and evolving views, legislation and investment expectations with respect to sustainability, including the enactment or proposal of “anti-climate change” legislation or policies.
Some environmental laws may, in certain circumstances, impose strict liability for remediation of spills and the release of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault.
Some environmental laws may, in certain circumstances, impose strict liability for remediation of spills and the release of oil and hazardous substances, which could subject us to liability without regard to whether we were negligent or at fault. 31 Table of Contents Governments have in the past and may continue to pass laws or regulations encouraging or mandating the use of alternative energy sources such as wind power and solar energy.
Failure to manage these acquisition and business integration risks could materially and adversely affect our business, results of operations and financial condition. We derive a significant amount of revenue from a relatively small number of customers. Our top ten largest customers account for a significant percentage of our total revenues.
Any of these issues could reduce our earnings or otherwise adversely affect our business and financial results after the close of this acquisition We derive a significant amount of revenue from a relatively small number of customers. Our top ten largest customers account for a significant percentage of our total revenues.
Even if we successfully defend our own digital technologies and services, we also rely on providers of third-party products, services, and networks, with whom we may share data and services, and who may be unable to effectively defend their digital technologies and services against attack. 31 Table of Contents Any cybersecurity attacks that affect our facilities or operations, our customers or any financial data could have a material adverse effect on our business.
Even if we successfully defend our own digital technologies and services, we also rely on providers of third-party products, services, and networks, with whom we may share data and services, and who may be unable to effectively defend their digital technologies and services against attack.
Severe weather events, including extreme weather conditions associated with climate change, have in the past and may in the future adversely affect our operations and financial results. Our business has been, and in the future will be, affected by severe weather events in areas where we operate, which could materially affect our operations and financial results.
At certain locations where we operate, severe weather events, including conditions believed to be associated with climate change, have in the past and may in the future adversely affect our operations and financial results.
To provide a reasonable margin for compliance with the Jones Act, our Board has determined that, all non-U.S. Citizens in the aggregate may own up to 24% of the outstanding shares of common stock and any individual non-U.S. Citizen may own up to 4.9% of the outstanding shares of common stock . If our ownership by non-U.S.
Citizens in the aggregate may own up to 24% of the outstanding shares of common stock and any individual non-U.S. Citizen may own up to 4.9% of the outstanding shares of common stock . 33 Table of Contents If our ownership by non-U.S.
Expenditures required for the repair, certification and maintenance of a vessel, some of which may be unplanned, typically increase with vessel age and because of inflationary pressures, particularly in an active market. Additionally, stacked vessels are not maintained with the same diligence as our marketed fleet.
Maintaining our current fleet size and configuration and acquiring vessels required for additional future growth requires significant capital. Expenditures required for the repair, certification and maintenance of a vessel, some of which may be unplanned, typically increase with vessel age and because of inflationary pressures, particularly in an active market.
Lastly, new laws and regulations related to climate change and the increased scrutiny of greenhouse gas emissions may require us to undertake upgrades or overhauls to our vessels and their power generation systems to ensure compliance, or to contract to build new vessels that conform to these specifications, which would require significant additional capital expenditures. 23 Table of Contents While we expect our cash on hand, cash flow from operations and borrowings under new debt facilities to be adequate to fund our future potential purchases of additional vessels, our ability to pay these amounts is dependent upon the success of our operations.
Lastly, new laws and regulations related to climate change and the increased scrutiny of greenhouse gas emissions may require us to undertake upgrades or overhauls to our vessels and their power generation systems to ensure compliance, or to contract to build new vessels that conform to these specifications, which would require significant additional capital expenditures.
In addition, laws and regulations governing cybersecurity, data privacy and the unauthorized disclosure of confidential or protected information, including GDPR, legislation in certain U.S. states and the SEC rules regarding cybersecurity, pose increasingly complex compliance challenges and potentially elevate costs.
Any of these occurrences could disrupt our business, result in potential liability or reputational damage or otherwise have an adverse effect on our business, operations and financial results. 32 Table of Contents In addition, laws and regulations governing cybersecurity, data privacy and the unauthorized disclosure of confidential or protected information, including GDPR, legislation in certain U.S. states and the SEC rules regarding cybersecurity, pose increasingly complex compliance challenges and potentially elevate costs.
General Data Protection Regulation (GDPR), export laws and other similar laws applicable to our operations in international markets; an inability to recruit, retain or obtain work visas for workers of international operations; deprivation of contract rights; difficulties or delays in collecting customer and other accounts receivable; changing taxation policies; fluctuations in currency exchange rates; foreign currency revaluations and devaluations; restrictions on converting foreign currencies into U.S. dollars; expatriating customer and other payments made in jurisdictions outside of the U.S.; civil unrest, acts of terrorism, war or other armed conflict (further described below); and import/export quotas and restrictions or other trade barriers, most of which are beyond our control. 25 Table of Contents We are also subject to risks relating to war, sabotage, piracy, kidnappings and terrorism or any similar risk that may put our personnel at risk and adversely affect our operations in unpredictable ways, including changes in the insurance markets as a result of war, sabotage, piracy or kidnappings, disruptions of fuel supplies and markets, particularly oil, and the possibility that infrastructure facilities, including pipelines, production facilities, refineries, electric generation, transmission and distribution facilities, offshore rigs and vessels, and communications infrastructures, could be direct targets of, or indirect casualties of, an act of war, piracy, sabotage or terrorism.
General Data Protection Regulation (GDPR), export laws and other similar laws applicable to our operations in international markets; an inability to recruit, retain or obtain work visas for workers of international operations; deprivation of contract rights; difficulties or delays in collecting customer and other accounts receivable; changing taxation policies; fluctuations in currency exchange rates; foreign currency revaluations and devaluations; restrictions on converting foreign currencies into U.S. dollars; expatriating customer and other payments made in jurisdictions outside of the U.S.; civil unrest, acts of terrorism, war or other armed conflict (further described below); and import/export quotas and restrictions or other trade barriers, most of which are beyond our control.
Internal Revenue Service and other tax authorities where tax returns are filed. We routinely evaluate the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes. We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority.
In addition, our income tax returns are subject to review and examination by the U.S. Internal Revenue Service and other tax authorities where tax returns are filed. We routinely evaluate the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for taxes.
Risks Relating to Our Business and Industry ● Demand for our services is substantially dependent on the level of capital spending by our customers.
You should read this summary together with the more detailed description of each risk factor contained below. Risks Relating to Our Business and Industry ● Demand for our services is substantially dependent on the level of capital spending by our customers.
Even if we can locate appropriate buyers for our vessels, any sales may occur on significantly less favorable terms than the terms that might be available in a more liquid market or at other times in the business cycle. 24 Table of Contents An increase in vessel supply without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and negatively impact our revenue .
Even if we can locate appropriate buyers for our vessels, any sales may occur on significantly less favorable terms than the terms that might be available in a more liquid market or at other times in the business cycle.
As a result, we may inherit unfunded obligations if other plan participants withdraw from the plan or cease to participate, and if we withdraw from participation in one or both plans, we may be required to pay the plan an amount based on our allocable share of the underfunded status of the plan.
As a result, we may inherit unfunded obligations if other plan participants withdraw from the plan or cease to participate, and if we withdraw from participation in one or both plans, we may be required to pay the plan an amount based on our allocable share of the underfunded status of the plan. 28 Table of Contents Depending on the results of future actuarial valuations, it is possible that the plans could experience further deficits that will require funding from us, which would negatively impact our financial position, results of operations and cash flows.
During 2023 and 2022, EU member states and several countries, reached an agreement to implement a 15% global minimum tax following the OECD’s Pillar Two model rules. Several other tax jurisdictions in which we operate have indicated they will also adopt laws that align with these proposed guidelines.
During 2023 and 2022, EU member states and several countries, reached an agreement to implement a 15% global minimum tax following the OECD’s Pillar Two model rules. The situation with regard to Pillar Two continues to evolve. Several tax jurisdictions have since enacted legislation to implement Pillar Two rules.
Non-compliance could also result in significant fines, damages, and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the conduct of our business and damage our reputation. 29 Table of Contents Further, many of the countries in which we operate have laws, regulations and enforcement systems that are less well developed than the laws, regulations and enforcement systems of the U.S., and the requirements of these systems are not always readily discernible even to experienced and proactive participants.
Further, many of the countries in which we operate have laws, regulations and enforcement systems that are less well developed than the laws, regulations and enforcement systems of the U.S., and the requirements of these systems are not always readily discernible even to experienced and proactive participants.
These laws and regulations may expose us to liability for the conduct of, or conditions caused by, others, including charterers or third-party agents. Changes in legal requirements or regulatory interpretations could significantly increase our compliance costs, adversely affecting our financial condition, results of operations or cash flows, especially if we are unable to pass these costs on to our customers.
Changes in legal requirements or regulatory interpretations could significantly increase our compliance costs, adversely affecting our financial condition, results of operations or cash flows, especially if we are unable to pass these costs on to our customers. 30 Table of Contents Changes and developments in U.S. and international tax laws and policies could adversely affect our financial results.
In addition, cyber-attacks on our customer and employee data may result in a financial loss, loss of proprietary information or customer and vendor data, and may negatively impact our reputation. We also have an increased number of employees relying on remote access to our information systems, which correspondingly increases our exposure to potential cybersecurity breaches.
We also have an increased number of employees relying on remote access to our information systems, which correspondingly increases our exposure to potential cybersecurity breaches.
Such loss could have a material adverse effect on our results of operations. 32 Table of Contents Our Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws authorize our Board to establish rules, policies and procedures, including procedures with respect to the transfer of shares, to ensure compliance with the Jones Act.
Our Amended and Restated Certificate of Incorporation and Second Amended and Restated By-Laws authorize our Board to establish rules, policies and procedures, including procedures with respect to the transfer of shares, to ensure compliance with the Jones Act. To provide a reasonable margin for compliance with the Jones Act, our Board has determined that, all non-U.S.
Compliance with these laws and regulations may involve significant costs or require changes in our business practices that could result in reduced revenue and profitability.
Compliance with these laws and regulations may involve significant costs or require changes in our business practices that could result in reduced revenue and profitability. Non-compliance could also result in significant fines, damages, and other criminal sanctions against us, our officers or our employees, prohibitions or additional requirements on the conduct of our business and damage our reputation.
Please refer to Note (10) - “Stock-Based Compensation and Incentive Plans” and Note (11) - “Stockholders’ Equity” in the accompanying Consolidated Financial Statements for additional discussion of our outstanding warrants and stock-based awards. A limited trading market may exist for our New Creditor Warrants and GLF Creditor Warrants making it difficult to trade or obtain quotations for the warrants .
Please refer to Note (9) - “Stock-Based Compensation and Incentive Plans” and Note (10) - “Stockholders’ Equity” in the accompanying Consolidated Financial Statements for additional discussion of our outstanding warrants and stock-based awards. Activist stockholders could divert the attention of our management team and/or negatively affect our business.
Governments may also pass laws or regulations encouraging or mandating the use of alternative energy sources such as wind power and solar energy. These regulations could reduce demand for oil and gas and as a result, reduce demand for the services we provide our customers.
These regulations could reduce demand for oil and gas and as a result, reduce demand for the services we provide our customers.
We actively monitor the currency exchange risks associated with our contracts not denominated in U.S. dollars. 26 Table of Contents Risks Related to Human Capital Failure to attract and retain qualified personnel could impede our operations . Our future success depends on our ability to recruit, train, retain and pay qualified personnel.
Risks Related to Human Capital Failure to attract and retain qualified personnel could impede our operations . Our future success depends on our ability to recruit, train, retain and pay qualified personnel. We require highly-skilled personnel to operate our vessels and to provide our services.
Moreover, a potential result of climate change is more frequent or more severe weather events. To the extent such weather events become more frequent or more severe, the risks associated with severe weather events could intensify. Failure to effectively and timely address the energy transition could adversely affect our business, results of operations and cash flows.
Failure to effectively and timely address the energy transition could adversely affect our business, results of operations and cash flows.
The terms for our 8.50% Senior Secured Bonds due in 2026, the Senior Secured Term Loan, 10.375% Senior Unsecured Notes due July 2028 and the Super Senior Revolving Credit Facility Agreement due in 2026 (the Credit Facility Agreement) contain certain restrictive covenants.
The terms for our 9.125% Senior Notes due July 2030 (2030 Notes) and the $250 million senior secured revolving credit facility (Revolving Credit Facility) contain certain restrictive covenants.
As these and other tax laws and related regulations change, our financial results could be materially impacted.
Others have indicated they will do so in the near future, and some have yet to make an announcement on the topic. As these and other tax laws and related regulations change, our financial results could be materially impacted.
As a result, you may not receive a return on investment in our common stock unless you sell our common stock for a price greater than you paid for it. Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements.
As a result, you may not receive a return on investment in our common stock unless you sell our common stock for a price greater than you paid for it. Certain provisions and limitations on foreign ownership in our organizational documents could delay or prevent a change of control.
Companies across all industries are facing increasing focus from certain regulators, investors, and other stakeholders related to environmental, social, and governance matters. We communicate our sustainability performance, initiatives, goals and other matters in our annual Sustainability Report.
Certain regulators, investors, and other stakeholders have focused on climate change and other sustainability matters within the energy industry. We communicate our sustainability performance, initiatives, goals and other matters in our annual Sustainability Report.
Summary of Risk Factors Below is a summary of some of the principal risks and uncertainties that could materially adversely affect our business, financial condition, results of operations and future prospects. You should read this summary together with the more detailed description of each risk factor contained below.
References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future Summary of Risk Factors Below is a summary of some of the principal risks and uncertainties that could materially adversely affect our business, financial condition, results of operations and future prospects.
Such legislation and lawsuits present a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or sustainability disclosures and practices. 21 Table of Contents At certain locations where we operate, an increased potential for seasonal weather events exists that could lead to limits or restrictions on our ability to operate, damage to our assets and equipment, liabilities or claims, operational delays for recovery and repair, impacts on customer and vendor contracts, regulatory fines and penalties, and uninsured losses, which could adversely affect our business.
Such legislation and lawsuits present a high degree of uncertainty regarding the extent to which energy companies face an increased risk of liability stemming from climate change or sustainability disclosures and practices.
Removed
Finally, increasing attention to climate change risks has resulted in an increased possibility of government investigations or claims and additional private litigation against companies in the oil and gas industry.
Added
The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.
Removed
Further, the increasing attention on climate change and other sustainability matters has resulted in governmental investigations, and public and private litigation, which could increase our costs or otherwise adversely affect our business or results of operations.
Added
We may also face negative impacts from consumers who do not support climate-related initiatives or concerns and may be unable to satisfy all of our stakeholders on these matters.
Removed
The rise in production of oil and gas resources in North America, and the commissioning of several new large Liquefied Natural Gas (LNG) export facilities around the world have in the past and could in the future result in over-supplied oil and gas market. Production has increased as drilling efficiencies have improved, lowering the costs of extraction.
Added
Moreover, a potential result of climate change is more frequent or more severe weather events. Particularly severe weather events affecting platforms or structures may result in a suspension of activities.
Removed
Excess offshore support vessel capacity usually exerts downward pressure on charter day rates. Excess capacity can occur when newly constructed vessels enter the worldwide offshore support vessel market and when vessels migrate between markets.
Added
Failure to manage these acquisition and business integration risks could materially and adversely affect our business, results of operations and financial condition.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOur principal international offices and/or warehouse facilities, most of which are leased, are in Brazil; Mexico; Trinidad; Scotland; Egypt; Angola; Namibia; Cameroon; Singapore; Kingdom of Saudi Arabia; Dubai, United Arab Emirates; Australia; and Norway. Our operations generally do not require highly specialized facilities, and suitable facilities are generally available on a leased basis as required.
Biggest changeOur principal international offices and/or warehouse facilities, most of which are leased, are in Brazil; Mexico; Trinidad; Scotland; Egypt; Angola; Namibia; Cameroon; Singapore; Kingdom of Saudi Arabia; Dubai, United Arab Emirates; Australia; and Norway. Our operations generally do not require highly specialized facilities, and suitable facilities are generally available on a leased basis.
Vessels At December 31, 2024, we owned 211 vessels. See “Item 1. Business - Vessel Classifications” for additional information.
Vessels At December 31, 2025, we owned 208 vessels. See “Item 1. Business - Vessel Classifications” for additional information.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS See the relevant portions of “Note (12) - Commitments and Contingencies”, in the accompanying Consolidated Financial Statements for information with respect to this Item 3. Legal Proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II
Biggest changeITEM 3. LEGAL PROCEEDINGS See the relevant portions of Note (11) - “Commitments and Contingencies,” in the accompanying Consolidated Financial Statements in Item 8 of this Form 10-K for information with respect to this Item 3. Legal Proceedings. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeITEM 4. MINE SAFETY DISCLOSURES 38 PART II 38 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 38 ITEM 6. [RESERVED] 40 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 66 ITEM 8.
Biggest changeITEM 4. MINE SAFETY DISCLOSURES 38 PART II 38 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 38 ITEM 6. [RESERVED] 40 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 41 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 65 ITEM 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeSee Note 10 – Stock Based Compensations and Incentive Plans in the Consolidated Financial Statements in Item 8 of this Form 10K for disclosure of the shares of common stock reserved for issuance under our stock compensation plans.
Biggest changeMaximum Dollar Value of Shares Total Number of that May Yet Be Total Shares Purchased Purchased Number of Average as Part of Publicly Under Plans or Shares Price Paid Announced Plans Programs Period Repurchased Per Share or Programs (in thousands) October 1, 2025 - October 31, 2025 — $ — — $ 500,297 November 1, 2025 - November 30, 2025 — $ — — 500,297 December 1, 2025 - December 31, 2025 — $ — — 500,297 Total — — See Note (9) - “Stock-Based Compensation and Incentive Plans” in the accompanying Consolidated Financial Statements in Item 8 of this Form 10-K for disclosure of the shares of common stock reserved for issuance under our stock compensation plans.
The analysis assumes the investment of $100 on December 31, 2019 in Tidewater common stock, and in each of the Russell 2000, the PHLX Oil Service Sector and the US Oil Equipment & Services, as well as the reinvestment of dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable fiscal year.
The analysis assumes the investment of $100 on December 31, 2020 in Tidewater common stock, and in each of the Russell 2000, the PHLX Oil Service Sector and the US Oil Equipment & Services, as well as the reinvestment of dividends into additional shares of the same class of equity securities at the frequency with which dividends are paid on such securities during the applicable fiscal year.
The following table sets forth the value of the common stock repurchased, along with number of shares repurchased, and average price paid per share for the three months ended December 31, 2024.
The following table sets forth the value of the common stock repurchased, along with number of shares repurchased, and average price paid per share for the three months ended December 31, 2025.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES As of February 14, 2025, we had 307 stockholders of record.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES As of February 13, 2026, we had 293 stockholders of record.
Oil Equipment & Services 100 61 76 126 129 113 39 Table of Contents Share Repurchases On November 5, 2023, our Board of Directors (Board) approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during the fourth quarter of 2023.
On November 5, 2023, our Board approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during the fourth quarter of 2023.
Indexed returns December 31, December 31, December 31, December 31, December 31, December 31, Company name/Index 2019 2020 2021 2022 2023 2024 Tidewater Inc. 100 45 56 191 374 284 Russell 2000 100 120 138 110 128 143 PHLX Oil Service sector 100 58 70 113 115 102 Dow Jones U.S.
Indexed returns December 31, December 31, December 31, December 31, December 31, December 31, Company name/Index 2020 2021 2022 2023 2024 2025 Tidewater Inc. 100 124 427 835 633 585 Russell 2000 100 115 91 107 119 134 PHLX Oil Service sector 100 121 195 199 176 182 Dow Jones U.S.
Removed
On February 29, 2024, our Board approved a new $48.6 million share repurchase program, subsequently approving the increase of such program by $18.1 million on May 2, 2024, $13.9 million on August 6, 2024, and $10.1 million on November 7, 2024.
Added
Oil Equipment & Services 100 125 207 213 187 207 39 Table of Contents Share Repurchases On February 27, 2025, our Board approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved an additional $500.0 million share repurchase program.
Removed
Maximum Dollar Value of Shares Total Total Number of that May Yet Be Number of Average Shares Purchased Purchased Shares Price Paid as Part of Publicly Under Plans or Repurchased Per Share Announced Plans Programs (1)(2) Period (1 ) (2 ) or Programs (1) (in thousands) October 1, 2024 - October 31, 2024 17,610 71.72 17,610 32,734 November 1, 2024 - November 30, 2024 149,085 53.66 149,085 34,820 December 1, 2024 - December 31, 2024 697,409 49.93 697,409 — Total 864,104 864,104 (1) During 2024, our Board of Directors approved share repurchase programs for an aggregate of $90.7 million.
Added
During the year ended December 31, 2025, we repurchased and retired 2,290,204 shares for approximately $90.0 million, excluding commissions and a 1% excise tax. During 2024, our Board approved several share repurchase programs aggregating $90.7 million and we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax.
Removed
All shares repurchased were subsequently retired. (2) All share repurchases were made from operating cashflow and were repurchased in the open market by our agents that complied with Rule 10b-18 of the Exchange Act.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe number of vessels disposed by segment were as follows: Year Ended Year Ended Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Number of vessels disposed by segment: Americas 1 1 4 Asia Pacific — 1 2 Middle East — 1 1 Europe/Mediterranean 1 — 2 West Africa 4 12 5 Total 6 15 14 General and Administrative Expenses Consolidated general and administrative expenses and the related percentage of each component to total revenues are as follows: (In Thousands) Year Ended Year Ended Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Personnel $ 67,156 5 % $ 50,343 5 % $ 48,907 8 % Office and property 17,480 1 % 20,998 2 % 22,689 4 % Professional services 19,264 1 % 16,498 2 % 21,964 3 % Other 6,201 1 % 6,354 1 % 6,336 1 % Restructuring charges (A) 716 0 % 1,090 0 % 2,025 0 % $ 110,817 8 % $ 95,283 10 % $ 101,921 16 % 59 Table of Contents General and administrative expenses for all segments and corporate, including their respective percentage of total general and administrative expenses, were as follows: (In Thousands) Year Ended Year Ended Year Ended December 31, 2024 December 31, 2023 December 31, 2022 Vessel operations: Continuing operations $ 55,492 50 % $ 50,785 53 % $ 49,274 48 % Restructuring charges (A) 639 1 % 1,065 1 % 1,840 2 % Total vessel operations 56,131 51 % 51,850 54 % 51,114 50 % Corporate: Continuing operations 54,609 49 % 43,408 46 % 50,622 50 % Restructuring charges (A) 77 0 % 25 0 % 185 0 % Total corporate 54,686 49 % 43,433 46 % 50,807 50 % Total $ 110,817 100 % $ 95,283 100 % $ 101,921 100 % (A) Restructuring charges for the years ended December 31, 2024, 2023 and 2022 include $0.7 million, $1.1 million and $2.0 million, respectively, of severance and termination benefits.
Biggest changeThe number of vessel dispositions by segment were as follows: Year Ended Year Ended Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Number of vessel dispositions by segment: Americas 1 1 1 Asia Pacific 1 — 1 Middle East — — 1 Europe/Mediterranean — 1 — West Africa 10 4 12 Total 12 6 15 General and Administrative Expenses Consolidated general and administrative expenses and the related percentage of each component to total revenues are as follows: (In Thousands) Year Ended Year Ended Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Personnel $ 75,995 5 % $ 67,156 5 % $ 50,343 5 % Office and property 19,126 1 % 17,480 1 % 20,998 2 % Professional services 24,188 2 % 19,264 1 % 16,498 2 % Transaction or restructuring charges (A) 8,345 1 % 716 0 % 1,090 0 % Other 6,877 1 % 6,201 1 % 6,354 1 % $ 134,531 10 % $ 110,817 8 % $ 95,283 10 % General and administrative expenses for all segments and corporate, including their respective percentage of total general and administrative expenses, were as follows: (In Thousands) Year Ended Year Ended Year Ended December 31, 2025 December 31, 2024 December 31, 2023 Vessel operations: Continuing operations $ 61,002 45 % $ 55,492 50 % $ 50,785 53 % Transaction or restructuring charges (A) — 0 % 639 1 % 1,065 1 % Total vessel operations 61,002 45 % 56,131 51 % 51,850 54 % Corporate: Continuing operations 65,184 49 % 54,609 49 % 43,408 46 % Transaction or restructuring charges (A) 8,345 6 % 77 0 % 25 0 % Total corporate 73,529 55 % 54,686 49 % 43,433 46 % Total $ 134,531 100 % $ 110,817 100 % $ 95,283 100 % (A) Transaction or restructuring charges for the years ended December 31, 2025, 2024 and 2023 include $8.3 million, $0.7 million and $1.1 million, respectively, of transaction or severance and termination benefits. 58 Table of Contents General and administrative expenses for the year ended December 31, 2025 increased compared to the year ended December 31, 2024 primarily due to higher compensation costs and professional fees.
Income tax expense: o We are subject to taxes on our income in many jurisdictions worldwide and our actual tax expense can vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax jurisdictions.
Income tax expense: o We are subject to taxes on our income in many jurisdictions worldwide and our actual tax expense can vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax jurisdictions.
EXECUTIVE SUMMARY AND CURRENT BUSINESS OUTLOOK Tidewater We are one of the most experienced international operators in the offshore energy industry with a history spanning over 65 years. Our vessels and associated vessel services provide support for all phases of offshore oil and gas exploration, field development and production as well as windfarm development and maintenance.
EXECUTIVE SUMMARY AND CURRENT BUSINESS OUTLOOK Tidewater We are one of the most experienced international operators in the offshore energy industry with a history spanning over 65 years. Our vessels and associated vessel services provide support for all phases of offshore oil and gas exploration, development and production as well as windfarm development and maintenance.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 333,081 $ 230,217 $ 102,864 45 % Vessel operating costs: Crew costs 109,178 78,613 (30,565 ) (39 )% Repair and maintenance 28,288 17,029 (11,259 ) (66 )% Insurance 3,171 2,218 (953 ) (43 )% Fuel, lube and supplies 14,650 11,697 (2,953 ) (25 )% Other 18,864 13,758 (5,106 ) (37 )% Total vessel operating costs 174,151 123,315 (50,836 ) (41 )% General and administrative expense 12,726 10,063 (2,663 ) (26 )% Depreciation and amortization 92,331 63,152 (29,179 ) (46 )% Vessel operating profit $ 53,873 $ 33,687 $ 20,186 60 % Select operating statistics: Utilization 85.5 % 87.4 % (1.9 )% Active utilization 85.5 % 87.4 % (1.9 )% Average vessel day rates $ 20,855 $ 18,514 $ 2,341 12.6 % Vessel operating cost per active day $ 9,411 $ 8,758 $ (653 ) (7.5 )% Average total vessels 51 38 13 Average stacked vessels — — — Average active vessels 51 38 13 Vessel revenue: o Primary drivers for the revenue increase include increase in average day rates and an increase in active vessels in the area resulting primarily from the Solstad Acquisition. o Solstad Acquisition added 26 vessels in 2024 and 24 vessels during the last six months of 2023 and contributed $86.4 million to the revenue variance. o Active utilization decreased due to higher drydock days and increased idle time between contracts. o Active vessels increased primarily due to the Solstad vessel acquisition.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 333,081 $ 230,217 $ 102,864 45 % Vessel operating costs: Crew costs 109,178 78,613 (30,565 ) (39 )% Repair and maintenance 28,288 17,029 (11,259 ) (66 )% Insurance 3,171 2,218 (953 ) (43 )% Fuel, lube and supplies 14,650 11,697 (2,953 ) (25 )% Other 18,864 13,758 (5,106 ) (37 )% Total vessel operating costs 174,151 123,315 (50,836 ) (41 )% General and administrative expense 12,726 10,063 (2,663 ) (26 )% Depreciation and amortization 92,331 63,152 (29,179 ) (46 )% Vessel operating profit $ 53,873 $ 33,687 $ 20,186 60 % Select operating statistics: Utilization 85.5 % 87.4 % (1.9 )% Active utilization 85.5 % 87.4 % (1.9 )% Average vessel day rates $ 20,855 $ 18,514 $ 2,341 12.6 % Vessel operating cost per active day $ 9,411 $ 8,758 $ (653 ) (7.5 )% Average total vessels 51 38 13 Average stacked vessels — — — Average active vessels 51 38 13 Vessel revenue: o Increase primarily driven by higher average day rates and an increase in active vessels in the area resulting primarily from the Solstad Acquisition. o Solstad Acquisition added 26 vessels in 2024 and 24 vessels during the last six months of 2023 and contributed $86.4 million to the revenue variance. o Active utilization decreased due to higher drydock days and increased idle time between contracts. o Active vessels increased primarily due to the Solstad vessel acquisition.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues: $ 261,929 $ 237,205 $ 24,724 10 % Vessel operating costs: Crew costs 87,545 86,328 (1,217 ) (1 )% Repair and maintenance 20,677 17,295 (3,382 ) (20 )% Insurance 2,034 1,891 (143 ) (8 )% Fuel, lube and supplies 13,635 13,175 (460 ) (3 )% Other 24,391 19,232 (5,159 ) (27 )% Total vessel operating costs 148,282 137,921 (10,361 ) (8 )% General and administrative expense 14,046 15,105 1,059 7 % Depreciation and amortization 44,822 41,215 (3,607 ) (9 )% Vessel operating profit $ 54,779 $ 42,964 $ 11,815 27 % Select operating statistics: Utilization 76.3 % 82.0 % (5.7 )% Active utilization 76.9 % 84.4 % (7.5 )% Average vessel day rates $ 27,128 $ 22,174 $ 4,954 22.3 % Vessel operating cost per active day $ 11,846 $ 10,916 $ (930 ) (8.5 )% Average total vessels 34 36 (2 ) Average stacked vessels — (1 ) 1 Average active vessels 34 35 (1 ) Vessel revenue: o Primary driver for revenue increase was the increase in average day rates which was partially offset by lower utilization largely resulting from substantially higher drydock days. o Solstad Acquisition added four vessels in 2024 and six vessels during the last six months in 2023 and contributed $19.2 million to the revenue variance. o Active vessels decreased primarily due to vessel transfers to other segments.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 261,929 $ 237,205 $ 24,724 10 % Vessel operating costs: Crew costs 87,545 86,328 (1,217 ) (1 )% Repair and maintenance 20,677 17,295 (3,382 ) (20 )% Insurance 2,034 1,891 (143 ) (8 )% Fuel, lube and supplies 13,635 13,175 (460 ) (3 )% Other 24,391 19,232 (5,159 ) (27 )% Total vessel operating costs 148,282 137,921 (10,361 ) (8 )% General and administrative expense 14,046 15,105 1,059 7 % Depreciation and amortization 44,822 41,215 (3,607 ) (9 )% Vessel operating profit $ 54,779 $ 42,964 $ 11,815 27 % Select operating statistics: Utilization 76.3 % 82.0 % (5.7 )% Active utilization 76.9 % 84.4 % (7.5 )% Average vessel day rates $ 27,128 $ 22,174 $ 4,954 22.3 % Vessel operating cost per active day $ 11,846 $ 10,916 $ (930 ) (8.5 )% Average total vessels 34 36 (2 ) Average stacked vessels — (1 ) 1 Average active vessels 34 35 (1 ) Vessel revenue: o Increase primarily driven by higher average day rates that was partially offset by lower utilization largely resulting from substantially higher drydock days. o Solstad Acquisition added four vessels in 2024 and six vessels during the last six months in 2023 and contributed $19.2 million to the revenue variance. o Active vessels decreased primarily due to vessel transfers to other segments.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 210,328 $ 122,235 $ 88,093 72 % Vessel operating costs: Crew costs 88,968 41,940 (47,028 ) (112 )% Repair and maintenance 13,999 9,212 (4,787 ) (52 )% Insurance 1,197 794 (403 ) (51 )% Fuel, lube and supplies 8,834 5,251 (3,583 ) (68 )% Other 10,311 7,751 (2,560 ) (33 )% Total vessel operating costs 123,309 64,948 (58,361 ) (90 )% General and administrative expense 8,544 8,147 (397 ) (5 )% Depreciation and amortization 18,606 10,669 (7,937 ) (74 )% Vessel operating profit $ 59,869 $ 38,471 $ 21,398 56 % Select operating statistics: Utilization 79.8 % 82.3 % (2.5 )% Active utilization 79.8 % 83.0 % (3.2 )% Average vessel day rates $ 34,646 $ 24,968 $ 9,678 38.8 % Vessel operating cost per active day $ 16,299 $ 11,057 $ (5,242 ) (47.4 )% Average total vessels 21 16 5 Average stacked vessels — — — Average active vessels 21 16 5 Vessel revenue: o Primary drivers for the revenue increase include an increase in average day rates; the full year effect of the Solstad Acquisition; and the larger proportion of vessels working in Australia where average day rates are higher. o Solstad Acquisition added four vessels in 2024 and during the last six months of 2023 and contributed $18.7 million to the revenue variance. o Active utilization decreased due to higher drydock days and higher idle days between contracts. o Active vessels increased primarily due to the Solstad vessel acquisitions.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 210,328 $ 122,235 $ 88,093 72 % Vessel operating costs: Crew costs 88,968 41,940 (47,028 ) (112 )% Repair and maintenance 13,999 9,212 (4,787 ) (52 )% Insurance 1,197 794 (403 ) (51 )% Fuel, lube and supplies 8,834 5,251 (3,583 ) (68 )% Other 10,311 7,751 (2,560 ) (33 )% Total vessel operating costs 123,309 64,948 (58,361 ) (90 )% General and administrative expense 8,544 8,147 (397 ) (5 )% Depreciation and amortization 18,606 10,669 (7,937 ) (74 )% Vessel operating profit $ 59,869 $ 38,471 $ 21,398 56 % Select operating statistics: Utilization 79.8 % 82.3 % (2.5 )% Active utilization 79.8 % 83.0 % (3.2 )% Average vessel day rates $ 34,646 $ 24,968 $ 9,678 38.8 % Vessel operating cost per active day $ 16,299 $ 11,057 $ (5,242 ) (47.4 )% Average total vessels 21 16 5 Average stacked vessels — — — Average active vessels 21 16 5 Vessel revenue: o Increase primarily driven by higher average day rates; the full year effect of the Solstad Acquisition; and the larger proportion of vessels working in Australia where average day rates are higher. o Solstad Acquisition added four vessels in 2024 and during the last six months of 2023 and contributed $18.7 million to the revenue variance. o Active utilization decreased due to higher drydock days and higher idle days between contracts. o Active vessels increased primarily due to the Solstad vessel acquisitions.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 380,112 $ 273,961 $ 106,151 39 % Vessel operating costs: Crew costs 77,195 69,176 (8,019 ) (12 )% Repair and maintenance 17,817 18,993 1,176 6 % Insurance 2,743 2,610 (133 ) (5 )% Fuel, lube and supplies 18,233 18,333 100 1 % Other 24,415 20,613 (3,802 ) (18 )% Total vessel operating costs 140,403 129,725 (10,678 ) (8 )% General and administrative expense 9,495 9,281 (214 ) (2 )% Depreciation and amortization 53,782 36,508 (17,274 ) (47 )% Vessel operating profit $ 176,432 $ 98,447 $ 77,985 79 % Select operating statistics: Utilization 72.2 % 71.1 % 1.1 % Active utilization 72.6 % 75.8 % (3.2 )% Average vessel day rates $ 21,173 $ 14,917 $ 6,256 41.9 % Vessel operating cost per active day $ 5,664 $ 5,302 $ (362 ) (6.8 )% Average total vessels 68 71 (3 ) Average stacked vessels (1 ) (4 ) 3 Average active vessels 67 67 — Vessel revenue: o Primary driver for the revenue increase is the increase in average day rates. o Solstad Acquisition added three vessels in 2024 and 2023, respectively, and contributed $29.3 million to the revenue increase. o Active utilization decreased due to higher idle time between contracts.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 380,112 $ 273,961 $ 106,151 39 % Vessel operating costs: Crew costs 77,195 69,176 (8,019 ) (12 )% Repair and maintenance 17,817 18,993 1,176 6 % Insurance 2,743 2,610 (133 ) (5 )% Fuel, lube and supplies 18,233 18,333 100 1 % Other 24,415 20,613 (3,802 ) (18 )% Total vessel operating costs 140,403 129,725 (10,678 ) (8 )% General and administrative expense 9,495 9,281 (214 ) (2 )% Depreciation and amortization 53,782 36,508 (17,274 ) (47 )% Vessel operating profit $ 176,432 $ 98,447 $ 77,985 79 % Select operating statistics: Utilization 72.2 % 71.1 % 1.1 % Active utilization 72.6 % 75.8 % (3.2 )% Average vessel day rates $ 21,173 $ 14,917 $ 6,256 41.9 % Vessel operating cost per active day $ 5,664 $ 5,302 $ (362 ) (6.8 )% Average total vessels 68 71 (3 ) Average stacked vessels (1 ) (4 ) 3 Average active vessels 67 67 — Vessel revenue: o Increase primarily driven by the increase in average day rates. o Solstad Acquisition added three vessels in 2024 and 2023, respectively, and contributed $29.3 million to the revenue increase. o Active utilization decreased due to higher idle time between contracts.
We estimate the net realizable value for assets held for sale using various methodologies including third party appraisals, sales comparisons, sales agreements and scrap yard tonnage prices. Estimates generally fall in ranges rather than exact numbers due to the nature of sales of offshore vessels and industry conditions.
We estimate the net realizable value for assets held for sale using various methodologies including third party appraisals, sales comparisons, sales agreements and recycle yard tonnage prices. Estimates generally fall in ranges rather than exact numbers due to the nature of sales of offshore vessels and industry conditions.
Share Repurchases On November 5, 2023, our Board of Directors (Board) approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during the fourth quarter of 2023.
On November 5, 2023, our Board approved a $35.0 million share repurchase program, pursuant to which we repurchased and retired 590,499 shares for approximately $35.0 million, excluding commissions and a 1% excise tax, during the fourth quarter of 2023.
In addition, we have one of the broadest geographic operating footprints in the offshore vessel industry. Our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of the many customers with which we believe we have strong relationships.
In addition, we believe we have the broadest geographic operating footprint in the offshore vessel industry. Our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of the many customers with which we believe we have strong relationships.
Vessel operating costs: o Increase primarily due to higher repairs from substantially higher routine repairs performed while the vessels are in drydock. Crew costs increased due to the addition of Solstad Acquisition vessels. Certain contract fines and penalties related to delayed drydocks increased other operating costs.
Vessel operating costs: o Increase primarily due to higher repairs from substantially higher routine repairs performed while the vessels were in drydock. Crew costs increased due to the addition of Solstad Acquisition vessels. Certain contract fines and penalties related to delayed drydocks increased other operating costs.
We currently expect earnings by our foreign subsidiaries will be indefinitely reinvested in foreign jurisdictions to fund strategic initiatives (such as investment, expansion and acquisitions), fund working capital requirements and repay intercompany debt of our foreign subsidiaries in the normal course of business.
We currently expect earnings by our foreign subsidiaries will be indefinitely reinvested in foreign jurisdictions to fund strategic initiatives (such as investment, expansion and acquisitions), fund working capital requirements and repay intercompany liabilities of our foreign subsidiaries in the normal course of business.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 152,187 $ 135,375 $ 16,812 12 % Vessel operating costs: Crew costs 53,390 53,416 26 0 % Repair and maintenance 17,595 16,187 (1,408 ) (9 )% Insurance 1,882 1,784 (98 ) (5 )% Fuel, lube and supplies 10,019 12,092 2,073 17 % Other 24,076 17,127 (6,949 ) (41 )% Total vessel operating costs 106,962 100,606 (6,356 ) (6 )% General and administrative expense 11,320 9,254 (2,066 ) (22 )% Depreciation and amortization 30,135 26,566 (3,569 ) (13 )% Vessel operating loss $ 3,770 $ (1,051 ) $ 4,821 459 % Select operating statistics: Utilization 83.7 % 80.9 % 2.8 % Active utilization 83.7 % 80.9 % 2.8 % Average vessel day rates $ 11,527 $ 10,394 $ 1,133 10.9 % Vessel operating cost per active day $ 6,783 $ 6,253 $ (530 ) (8.5 )% Average total vessels 43 44 (1 ) Average stacked vessels — — — Average active vessels 43 44 (1 ) Vessel revenue: o Primary drivers for revenue increase include increase in average day rates and higher active utilization largely due to substantially fewer mobilization days in 2024.
Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Vessel revenues $ 152,187 $ 135,375 $ 16,812 12 % Vessel operating costs: Crew costs 53,390 53,416 26 0 % Repair and maintenance 17,595 16,187 (1,408 ) (9 )% Insurance 1,882 1,784 (98 ) (5 )% Fuel, lube and supplies 10,019 12,092 2,073 17 % Other 24,076 17,127 (6,949 ) (41 )% Total vessel operating costs 106,962 100,606 (6,356 ) (6 )% General and administrative expense 11,320 9,254 (2,066 ) (22 )% Depreciation and amortization 30,135 26,566 (3,569 ) (13 )% Vessel operating profit (loss) $ 3,770 $ (1,051 ) $ 4,821 459 % Select operating statistics: Utilization 83.7 % 80.9 % 2.8 % Active utilization 83.7 % 80.9 % 2.8 % Average vessel day rates $ 11,527 $ 10,394 $ 1,133 10.9 % Vessel operating cost per active day $ 6,783 $ 6,253 $ (530 ) (8.5 )% Average total vessels 43 44 (1 ) Average stacked vessels — — — Average active vessels 43 44 (1 ) Vessel revenue: o Increase primarily driven by higher average day rates and higher active utilization largely due to substantially fewer mobilization days in 2024.
Depreciation and amortization expense: o Increase primarily due to the significant depreciation associated with the additional vessels acquired from Solstad plus higher amortization related to an increase in drydock activity. 50 Table of Contents West Africa Segment Operations.
Depreciation and amortization expense: o Increase primarily due to the significant depreciation associated with the additional vessels acquired from Solstad plus higher amortization related to an increase in drydock activity. 56 Table of Contents West Africa Segment Operations.
This increase was partially offset by lower bad debt and transaction costs. 45 Table of Contents Depreciation and amortization: o Increase primarily due to depreciation and amortization of drydock costs related to the additional vessels acquired in the Solstad Acquisition. Gain on asset dispositions, net: o During 2024, we sold or recycled six vessels and other assets.
This increase was partially offset by lower bad debt and transaction costs. Depreciation and amortization: o Increase primarily due to depreciation and amortization of drydock costs related to the additional vessels acquired in the Solstad Acquisition. Gain on asset dispositions, net: o During 2024, we sold or recycled six vessels and other assets.
If these estimates and related assumptions change in the future, we may be required to adjust valuation allowances against our deferred tax assets resulting in additional income tax expense or benefit in our consolidated statement of operations. Management evaluates the realizability of the deferred tax assets and assesses the need for changes to valuation allowances on a quarterly basis.
If these estimates and related assumptions change in the future, we may be required to adjust valuation allowances against our deferred tax assets resulting in additional income tax expense or benefit in our Consolidated Income Statements. Management evaluates the realizability of the deferred tax assets and assesses the need for changes to valuation allowances on a quarterly basis.
In addition, there was higher other operating costs associated with increased brokerage commissions due to higher revenues; higher contract fines and penalties due to extended delayed drydocks; higher training costs; and increased amortization of mobilization costs. General and administrative: o Increase primarily due to higher salaries and benefits due to additions in corporate and segment personnel and higher professional fees.
In addition, there was higher other operating costs associated with increased brokerage commissions due to higher revenues; higher contract fines and penalties due to extended delayed drydocks; higher training costs; and increased amortization of mobilization costs. 51 Table of Contents General and administrative: o Increase primarily due to higher salaries and benefits due to additions in corporate and segment personnel and higher professional fees.
New Accounting Pronouncements For information regarding the effect of new accounting pronouncements, please refer to Note (1) - “Nature of Operations and Summary of Significant Accounting Policies” to the accompanying Consolidated Financial Statements. 65 Table of Contents
New Accounting Pronouncements For information regarding the effect of new accounting pronouncements, please refer to Note (1) - “Nature of Operations and Summary of Significant Accounting Policies” to the accompanying Consolidated Financial Statements. 64 Table of Contents
These services include towing of, and anchor handling for, mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; offshore construction and seismic and subsea support; geotechnical survey support for windfarm construction, and a variety of other specialized services such as pipe and cable laying.
These services include towing and anchor handling for mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; providing offshore construction and seismic and subsea support; delivering geotechnical survey support for windfarm construction, and offering a variety of other specialized services such as pipe laying and cable laying.
Crew costs may increase if competition for skilled personnel intensifies. Costs related to the recertification of vessels are deferred and amortized over 30 months on a straight-line basis. Maintenance costs incurred at the time of the recertification drydocking not related to the recertification of the vessel are expensed as incurred.
Crew costs may increase if competition for skilled personnel intensifies. Costs related to the recertification of vessels are deferred and amortized over a 30-month period on a straight-line basis. Maintenance costs incurred at the time of the recertification drydocking not related to the recertification of the vessel are expensed as incurred.
Depreciation and amortization expense: o Increase primarily due to higher drydock activity and higher depreciation due to additional equipment on several vessels. 49 Table of Contents Europe/Mediterranean Segment Operations.
Depreciation and amortization expense: o Increase primarily due to higher drydock activity and higher depreciation due to additional equipment on several vessels. 55 Table of Contents Europe/Mediterranean Segment Operations.
The results of operations tables included below for the total company and the individual segments disclose financial results supplemented with vessel utilization and average day rates. 44 Table of Contents Years Ended December 31, 2024 and 2023 Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Total revenue $ 1,345,835 $ 1,009,985 $ 335,850 33 % Costs and expenses: Vessel operating costs: Crew costs 416,276 329,473 (86,803 ) (26 )% Repair and maintenance 98,376 78,716 (19,660 ) (25 )% Insurance 11,027 9,297 (1,730 ) (19 )% Fuel, lube and supplies 65,371 60,548 (4,823 ) (8 )% Other 102,057 78,481 (23,576 ) (30 )% Total vessel operating costs 693,107 556,515 (136,592 ) (25 )% Costs of other operating revenues 3,555 4,342 787 18 % General and administrative 110,817 95,283 (15,534 ) (16 )% Depreciation and amortization 242,770 180,331 (62,439 ) (35 )% Gain on asset dispositions, net (15,762 ) (8,701 ) 7,061 81 % Total costs and expenses 1,034,487 827,770 (206,717 ) (25 )% Other income (expense): Foreign exchange loss (15,276 ) (1,370 ) (13,906 ) (1015 )% Equity in net earnings of unconsolidated companies — 39 (39 ) (100 )% Interest income and other, net 6,383 6,517 (134 ) (2 )% Interest and other debt costs, net (72,967 ) (48,472 ) (24,495 ) (51 )% Total other expense (81,860 ) (43,286 ) (38,574 ) (89 )% Income before income taxes 229,488 138,929 90,559 65 % Income tax expense 50,216 43,308 (6,908 ) (16 )% Net income $ 179,272 $ 95,621 $ 83,651 87 % Select operating statistics: Utilization 79.0 % 79.1 % (0.1 )% Active utilization 79.2 % 81.2 % (2.0 )% Average vessel day rates $ 21,273 $ 16,802 $ 4,471 26.6 % Vessel operating cost per active day $ 8,760 $ 7,615 $ (1,145 ) (15.0 )% Average total vessels 217 205 12 Average stacked vessels (1 ) (5 ) 4 Average active vessels 216 200 16 Revenue: o Revenue benefitted from higher average day rates and the full year effect of the Solstad Acquisition, which added 37 vessels to our fleet on July 5, 2023. o The Solstad vessels added $269.3 million to revenue in 2024 and $115.1 million in 2023, contributing $154.2 million to the revenue variance. o Slight decrease in active utilization due to higher idle time between contracts and increased drydock days.
Depreciation and amortization expense: o Increase primarily due to higher amortization of drydock costs. 50 Table of Contents Years Ended December 31, 2024 and 2023 Year Ended December 31, (In Thousands except for statistics) 2024 2023 Change % Change Total revenue $ 1,345,835 $ 1,009,985 $ 335,850 33 % Costs and expenses: Vessel operating costs: Crew costs 416,276 329,473 (86,803 ) (26 )% Repair and maintenance 98,376 78,716 (19,660 ) (25 )% Insurance 11,027 9,297 (1,730 ) (19 )% Fuel, lube and supplies 65,371 60,548 (4,823 ) (8 )% Other 102,057 78,481 (23,576 ) (30 )% Total vessel operating costs 693,107 556,515 (136,592 ) (25 )% Costs of other operating revenues 3,555 4,342 787 18 % General and administrative 110,817 95,283 (15,534 ) (16 )% Depreciation and amortization 242,770 180,331 (62,439 ) (35 )% Gain on asset dispositions, net (15,762 ) (8,701 ) 7,061 81 % Total costs and expenses 1,034,487 827,770 (206,717 ) (25 )% Other income (expense): Foreign exchange loss (15,276 ) (1,370 ) (13,906 ) (1015 )% Equity in net earnings of unconsolidated companies — 39 (39 ) 100 % Interest income and other, net 6,383 6,517 (134 ) (2 )% Interest and other debt costs, net (72,967 ) (48,472 ) (24,495 ) (51 )% Total other expense (81,860 ) (43,286 ) (38,574 ) (89 )% Income before income taxes 229,488 138,929 90,559 (65 )% Income tax expense 50,216 43,308 (6,908 ) (16 )% Net income $ 179,272 $ 95,621 $ 83,651 (87 )% Select operating statistics: Utilization 79.0 % 79.1 % (0.1 )% Active utilization 79.2 % 81.2 % (2.0 )% Average vessel day rates $ 21,273 $ 16,802 $ 4,471 26.6 % Vessel operating cost per active day $ 8,760 $ 7,615 $ (1,145 ) (15.0 )% Average total vessels 217 205 12 Average stacked vessels (1 ) (5 ) 4 Average active vessels 216 200 16 Revenue: o Increase primarily driven by higher average day rates and the full year effect of the Solstad Acquisition, which added 37 vessels to our fleet on July 5, 2023. o The Solstad vessels added $269.3 million to revenue in 2024 and $115.1 million in 2023, contributing $154.2 million to the revenue variance. o Slight decrease in active utilization due to higher idle time between contracts and increased drydock days.
Our tax expense for 2024 and 2023 is mainly attributable to taxes on our operations in foreign countries. 46 Table of Contents Americas Segment Operations.
Our tax expense for 2024 and 2023 is mainly attributable to taxes on our operations in foreign countries. 52 Table of Contents Americas Segment Operations.
These assumptions and estimates have changed considerably as market conditions have changed, and they are reasonably likely to continue to change as market conditions change in the future. Although we believe our assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce materially different results.
These assumptions and estimates have changed considerably in the past as market conditions have changed, and they are reasonably likely to continue to change if and when market conditions change in the future. Although we believe our assumptions and estimates are reasonable, deviations from the assumptions and estimates could produce materially different results.
Depreciation and amortization expense: o Increase primarily due to additional vessels and higher drydock activity. 48 Table of Contents Middle East Segment Operations .
Depreciation and amortization expense: o Increase primarily due to additional vessels and higher drydock activity. 54 Table of Contents Middle East Segment Operations .
Interest income and other, net: o Interest income and other consists primarily of interest received on invested balances. o During 2023, we recorded a $1.1 million charge resulting from a reduction in certain indemnification assets related to assumed tax liabilities acquired from SPO that were adjusted to reflect the expiration of the statute of limitations.
Interest income and other, net: o Interest income and other consists primarily of interest received on invested balances. o During 2023, we recorded a $1.1 million charge resulting from a reduction in certain indemnification assets related to assumed tax liabilities acquired from Swire Pacific Offshore Holdings Limited (SPO) that were adjusted to reflect the expiration of the statute of limitations.
Our objective throughout the MD&A is to discuss how these factors affected our historical results and, where applicable, how we expect these factors to impact our future results and future liquidity. Our revenues in all segments are driven primarily by our active fleet size, active vessel utilization and day rates.
Our objective throughout MD&A is to discuss how these factors affected our historical results and, where applicable, how we expect these factors to impact our future results and future liquidity. Our revenues are driven primarily by our active fleet size, active vessel utilization and day rates.
Changes in operating assets and liabilities used $11.8 million in cash, reflecting additional investments in working capital due to an increase in business activity relating to the Solstad Acquisition. We paid $133.3 million for regulatory drydocks in 2024.
Changes in operating assets and liabilities used $17.4 million in cash, reflecting additional investments in working capital due to an increase in business activity relating to the Solstad Acquisition. We paid $133.3 million for regulatory drydocks in 2024.
Please refer to Item 5 of this Form 10-K - Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities for additional information regarding repurchases of our common stock in the fourth quarter of 2024. Also refer to Note (11) - “Stockholders’ Equity” to the accompanying Consolidated Financial Statements.
Please refer to Item 5 of this Form 10-K - Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities for additional information regarding repurchases of our common stock. Also refer to Note (10) - “Stockholders’ Equity” to the accompanying Consolidated Financial Statements.
Please refer to Note (12) - “Commitments and Contingencies” to the accompanying Consolidated Financial Statements.
Please refer to Note (11) - “Commitments and Contingencies” to the accompanying Consolidated Financial Statements.
Dividends There were no dividends declared during the years ended December 31, 2024, 2023 and 2022. Please refer to Note (11) - “Stockholders’ Equity” to the accompanying Consolidated Financial Statements. Operating Activities Net cash provided by operating activities for any period will fluctuate according to the level of business activity for the applicable period.
Dividends We declared no dividends during the years ended December 31, 2025, 2024 and 2023. Please refer to Note (10) - “Stockholders’ Equity” to the accompanying Consolidated Financial Statements. Operating Activities Net cash provided by operating activities for any period will fluctuate according to the level of business activity for the applicable period.
In such evaluation, the estimated future undiscounted cash flows generated by an asset group are compared with the carrying amount of the asset group to determine if a write-down may be required. With respect to vessels that are expected to remain in active service, we group together for impairment testing purposes vessels with similar operating and marketing characteristics.
In such evaluation, the estimated future undiscounted cash flows generated by an asset group are compared with the carrying amount of the asset group to determine if a write-down may be required. We group vessels with similar operating and marketing characteristics together for impairment testing purpose.
We believe the following critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements are described below. There are other items within our consolidated financial statements that require estimation and judgment, but they are not deemed critical as defined above. Acquisitions On July 5, 2023, we completed the Solstad Acquisition.
We believe the following critical accounting policies that affect our more significant judgments and estimates used in the preparation of our consolidated financial statements are described below. There are other items within our consolidated financial statements that require estimation and judgment, but they are not deemed critical as defined above.
The carrying value of our net deferred tax assets is based on our present belief that we will be unable to generate sufficient future taxable income in certain tax jurisdictions to utilize such deferred tax assets, based on current estimates and assumptions.
The carrying value of our net deferred tax assets is based on our present belief in our ability to generate sufficient future taxable income in certain tax jurisdictions to utilize such deferred tax assets, based on current estimates and assumptions.
General and administrative expense: o Decrease primarily due to higher bad debt expense in 2023. Depreciation and amortization expense: o Increase primarily due to higher drydock activity which offset the lower depreciation resulting from a lower vessel count. 47 Table of Contents Asia Pacific Segment Operations .
General and administrative expense: o Decrease primarily due to higher bad debt expense in 2023. Depreciation and amortization expense: o Increase primarily due to higher drydock activity that was partially offset by lower depreciation resulting from the lower vessel count. 53 Table of Contents Asia Pacific Segment Operations .
Our value ranges depend on our expectation of the ultimate disposition of the vessel. 64 Table of Contents We will in all circumstances attempt to achieve maximum value for our vessels, but also recognize that certain vessels are more likely to be recycled, especially given the time and effort required to achieve a sale and the costs incurred to maintain a vessel while searching for a buyer.
We will, in all circumstances, attempt to achieve maximum value for our vessels, but we also recognize that certain vessels are more likely to be recycled, especially given the time and effort required to achieve a sale and the costs incurred to maintain a vessel while searching for a buyer.
Our tax expense for 2023 and 2022 is mainly attributable to taxes on our operations in foreign countries. 53 Table of Contents Americas Segment Operations.
Tax expense for 2024 is mainly attributable to taxes on our operations in foreign countries. 45 Table of Contents Americas Segment Operations.
Foreign exchange losses: o In 2023 and 2022, our foreign exchange losses were primarily the result of the settlement and revaluation of various foreign currency balances due to a strengthening of the U.S. Dollar against the Norwegian Kroner, Brazilian Real, Angola Kwanza, British Pound and Euro.
Foreign exchange gains/losses: o Our foreign exchange gains in 2025 and losses in 2024 were primarily the result of the settlement and revaluation of various foreign currency balances due to a weakening/strengthening of the U.S. Dollar against the Central African CFA Franc, West African CFA Franc, Norwegian Kroner, Brazilian Real, Angola Kwanza, British Pound and Euro.
During July 2023, an aggregate of approximately 2.0 million Series A Warrants and Series B Warrants were exercised, and we issued 1.9 million shares of common stock in exchange for $111.5 million in cash proceeds. All remaining unexercised Series A Warrants and Series B Warrants, approximately 3.1 million in the aggregate, expired according to their terms on July 31, 2023.
During July 2023, an aggregate of approximately 2.0 million Series A Warrants and Series B Warrants were exercised, and we issued 1.9 million shares of common stock in exchange for $111.5 million in cash proceeds.
Over the past several years, oil and gas commodity pricing has been affected by (i) a global pandemic, which included lock downs by major oil consuming nations; (ii) an ongoing war in eastern Europe between Russia and Ukraine, which includes sanctions on Russian oil production; (iii) an Israeli/Palestinian conflict that has resulted in disruption of shipping in the Middle East; (iv) Organization of the Petroleum Exporting Countries Plus (OPEC+) production quotas, market share expectations and pricing considerations; (v) resource growth in non-OPEC+ nations; (vi) capital allocation and discipline within the major oil and gas companies thereby limiting funds previously available for resource development; (vii) economies of major consuming nations; and (viii) increased activism related to the perceived responsibility of the oil and gas sector for climate change.
Over the past several years, oil and gas commodity pricing and the overall supply of and demand for oil and gas have been affected by (i) a global pandemic, which included lock downs by major oil consuming nations; (ii) ongoing global conflicts, notably in eastern Europe between Russia and Ukraine, in Venezuela, and numerous conflicts in the Middle East; (iii) Organization of Petroleum Exporting Countries Plus (OPEC+) production quotas, market share expectations and pricing considerations; (iv) resource growth in non-OPEC+ nations; (v) a capital allocation focus on returning capital to shareholders within the major oil and gas companies, thereby limiting funds previously available for resource development; (vi) economies of and monetary policies in major consuming nations; (vii) increased activism related to the perceived responsibility of the oil and gas sector for climate change; and (viii) U.S. trade policies that include substantial tariffs, causing increased market uncertainty and volatility.
This section of this Form 10-K generally discusses 2024, 2023 and 2022 items and year-to-year comparisons between 2024 and 2023 and between 2023 and 2022.
This section of this Form 10-K generally discusses activity in the years 2025, 2024 and 2023 and year-to-year comparisons between 2025 and 2024 and between 2024 and 2023.
In addition, we purchased 590,499 shares of our common stock for $35.0 million and paid $6.0 million in taxes on share-based awards. Legal Proceedings We are named defendants or parties in certain lawsuits, claims or proceedings incidental to or arising in the ordinary course of business.
In addition, we purchased 1,384,186 shares of our common stock for $90.7 million and paid $28.6 million in taxes on behalf of our employees related to the vesting of share-based awards. 61 Table of Contents Legal Proceedings We are named defendants or parties in certain lawsuits, claims or proceedings incidental to or arising in the ordinary course of business.
Each of our five operating segments is led by senior management, the results are reviewed and resources are allocated by our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the results of each of the operating segments for resource allocation and performance evaluation.
Results of Operations Each of our five operating segments is led by senior management, the results are reviewed and resources are allocated by our Chief Executive Officer, the chief operating decision maker.
Our outlook and expectations described herein are based solely on the market as we see it today, and therefore, subject to various changing conditions that impact the oil and gas industry. 42 Table of Contents We expect the supply-demand balance in the global offshore oil and gas markets to continue to be favorable for offshore activities by the major oil and gas producers.
Our outlook and expectations described herein are based solely on the market as we see it today, and therefore, subject to various changing conditions that impact the oil and gas industry. 42 Table of Contents Our outlook is largely driven by expectations for the worldwide demand for hydrocarbons, and expectations surrounding the demand for and the global supply of vessels that support the offshore energy industry.
The primary estimates and assumptions used in reviewing active vessel groups for impairment and estimating undiscounted cash flows include utilization rates, average day rates and average daily operating expenses. These estimates are based on recent actual trends in utilization, day rates and operating costs and reflect management’s best estimate of expected market conditions during the period of future cash flows.
These estimates are based on recent actual trends in utilization, day rates and operating costs and reflect management’s best estimate of expected market conditions during the period of future cash flows.
Investing Activities Net cash used in investing activities is as follows: (In Thousands) Year Ended Year Ended December 31, 2024 December 31, 2023 Proceeds from asset dispositions $ 19,338 $ 15,506 Proceeds from sale of notes 8,054 $ — Acquisitions, net of cash acquired — (594,191 ) Additions to properties and equipment (27,580 ) (31,588 ) Net cash used in investing activities $ (188 ) $ (610,273 ) Net cash used in investing activities for the year ended December 31, 2024, was $0.2 million, reflecting proceeds of $19.3 million related to the disposal of six vessels and $8.1 million related to the sale of a PEMEX note receivable.
Investing Activities Net cash used in investing activities is as follows: (In Thousands) Year Ended Year Ended December 31, 2025 December 31, 2024 Proceeds from asset dispositions $ 17,619 $ 19,338 Proceeds from sale of notes 660 8,054 Additions to properties and equipment (25,761 ) (27,580 ) Net cash used in investing activities $ (7,482 ) $ (188 ) Net cash used in investing activities for the year ended December 31, 2025 was $7.5 million, reflecting proceeds of $17.6 million related to the disposal of 12 vessels and $0.7 million related to the sale of a PEMEX note receivable.
Management estimates may vary considerably from actual outcomes due to future adverse market conditions or poor operating results that could result in the inability to recover the current carrying value of an asset group, thereby possibly requiring an impairment charge in the future.
Management estimates may vary considerably from actual outcomes due to future adverse market conditions or poor operating results that could result in the inability to recover the current carrying value of an asset group, thereby possibly requiring an impairment charge in the future. 62 Table of Contents As our fleet continues to age, management closely monitors the estimates and assumptions used in the impairment analysis in order to properly identify evolving trends and changes in market conditions that could impact the results of the impairment evaluation.
We have defined a critical accounting estimate as one that is important to the portrayal of our financial condition or results of operations and requires us to make difficult, subjective or complex judgments or estimates about matters that are uncertain.
The significant accounting policies as described in Note (1) - “Nature of Operations and Summary of Significant Accounting Policies” to the Consolidated Financial Statements, should be read in conjunction with this “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We have defined a critical accounting estimate as one that is important to the portrayal of our financial condition or results of operations and requires us to make difficult, subjective or complex judgments or estimates about matters that are uncertain.
Specifications of available equipment and the scope of service provided may also influence vessel day rates. Vessel utilization rates are calculated by dividing the number of days a vessel works during a reporting period by the number of days the vessel is available to work in the reporting period.
Specifications of available equipment and the scope of service provided may also influence vessel day rates. Average day rates are calculated by dividing the revenue a vessel earns during a reporting period by the number of days the vessel worked in the reporting period. Vessel operating cost per active days is calculated based on total available days less stacked days.
During the year ended December 31, 2024, we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax. No shares were repurchased during the year ended December 31, 2022.
During the year ended December 31, 2025, we repurchased and retired 2,290,204 shares for approximately $90.0 million, excluding commissions and a 1% excise tax. During 2024, our Board approved several share repurchase programs aggregating $90.7 million. During the year ended December 31, 2024, we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax.
Depreciation and amortization expense: o Increase primarily due to additional vessels and higher drydock activity. 55 Table of Contents Middle East Segment Operations .
Depreciation and amortization expense: o Increase primarily due to higher amortization due to increased drydock activity partially offset by a decrease in depreciation due to fewer vessels operating in the segment. 47 Table of Contents Middle East Segment Operations .
During 2023, we sold or recycled eight vessels that had been designated as held for sale and sold seven vessels from our active fleet. During 2022, we sold or recycled 12 vessels that had been designated as held for sale and sold two vessels from our active fleet.
During 2025, we sold 12 vessels from our active fleet, nine of which were crew vessels. During 2024, we sold six vessels from our active fleet. During 2023, we sold or recycled eight vessels designated as held for sale and sold seven vessels from our active fleet.
Oil and gas prices are affected by a host of geopolitical and economic forces, including the fundamental principles of supply and demand. Offshore oil and gas exploration and development activities often require higher oil or gas prices to justify the higher expenditure levels of offshore activities compared to conventional onshore activities.
This activity includes demand for offshore drilling rigs, which also directly impacts our industry. Oil and gas prices are affected by geopolitical and economic forces, including the fundamental principles of supply and demand. Offshore oil and gas exploration and development activities generally require higher oil or gas prices to justify the expenditure levels of offshore activities.
Fuel and lube costs can fluctuate in any given period depending on the number and distance of vessel mobilizations, the number of active vessels off charter, drydockings, and changes in fuel prices. We also incur vessel operating costs aggregated as “other” vessel operating costs.
Fuel and lube costs can fluctuate in any given period depending on the number and distance of vessel mobilizations, the number of active vessels off-hire, drydockings, and changes in fuel prices. Generally, our customers are responsible for fuel costs when our vessels are on-hire, and we are responsible for fuel costs when our vessels are off-hire or in drydock.
Vessel operating costs: o Increase primarily due to additional active vessels, higher mobilization costs and costs associated with leasing two vessels. General and administrative expense: o No significant variances. Depreciation and amortization expense: o Increase primarily due to additional vessels and higher drydock activity. 56 Table of Contents Europe/Mediterranean Segment Operations.
Vessel operating costs: o Decrease primarily due to lower mobilization and training costs partially offset by higher repair costs. General and administrative expense: o No significant variances. Depreciation and amortization expense: o Increase primarily due to higher amortization of drydock costs in 2025. 48 Table of Contents Europe/Mediterranean Segment Operations.
Should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made.
Should we determine that we would not be able to realize all or part of our net deferred tax asset in the future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. 63 Table of Contents Deferred taxes are not provided on undistributed earnings of certain non-U.S. subsidiaries and business ventures because we consider those earnings to be permanently invested abroad.
Our principal customers are major oil and gas exploration, field development and production companies. We routinely review and evaluate our accounts receivable balances for collectability.
Receivables and Allowance for Credit Losses In the normal course of business, we extend credit to our customers on a short-term basis. Our principal customers are major oil and gas exploration, field development and production companies. We routinely review and evaluate our accounts receivable balances for collectability.
Vessel utilization is determined primarily by market conditions and to a lesser extent by drydocking requirements. Vessel day rates are determined by the demand created largely through the level of offshore exploration, field development and production spending by energy companies relative to the supply of offshore support vessels.
We had eight stacked vessels at December 31, 2025 and one stacked vessel at December 31, 2024. Vessel day rates are determined by the demand created largely through the level of offshore exploration, development and production spending by energy companies relative to the supply of offshore support vessels.
Liquidity, Capital Resources and Other Matters As of December 31, 2024, we had $329.0 million in cash and cash equivalents, which includes restricted cash and amounts held by foreign subsidiaries, the majority of which is available to us without adverse tax consequences.
Our cash and cash equivalents include restricted cash and other amounts held by foreign subsidiaries, the majority of which is available to us without adverse tax consequences. As of December 31, 2025 approximately 24% of our cash balance held in foreign subsidiaries is awaiting U.S. dollar conversion.
General and administrative expenses for the year ended December 31, 2024 increased compared to the year ended December 31, 2023 primarily because of higher compensation costs and professional fees.
General and administrative expenses for the year ended December 31, 2024 increased compared to the year ended December 31, 2023 primarily due to higher compensation costs and professional fees. Liquidity, Capital Resources and Other Matters Our objective in financing our business is to maintain and preserve adequate financial resources and sufficient levels of liquidity.
Working capital, which includes cash on hand, was $367.0 million at December 31, 2024. During 2024, we generated $179.3 million in net income and $273.8 million in cash flow from operating activities, which includes our interest payments and drydock costs.
Working capital, which includes cash on hand, was $598.9 million at December 31, 2025, and included $5.8 million of current maturities on long term debt. During the year ended December 31, 2025, we reported $333.5 million in net income and generated $379.1 million in cash flows from operating activities, which includes our interest payments and drydock costs.
Despite the volatility in spot oil prices seen in recent years, our customers tend to consider less volatile medium and long-term prices in making offshore investment decisions. We expect positive upstream investment momentum in both the international and domestic markets. We believe these markets are driven by resilient long-cycle offshore developments, production capacity expansions and increased resource exploitation activities.
In the medium term, we continue to see positive upstream investment momentum in both the international and domestic markets. We believe these markets are driven by resilient long-cycle offshore developments, production capacity expansions and increased resource exploitation activities. However, sustained oil prices in the low $60s per barrel may delay some drilling projects initially expected to commence in 2026.
Four vessels have been delivered through December 31, 2024, and we entered into Facility Agreements for approximately EUR13.9 million ($15.2 million) in financing. Each of the associated Facility Agreements bears interest at rates ranging from 2.7% to 6.3% and are payable in ten equal principal semi-annual installments, with the first installment commencing approximately six months following delivery of the vessel.
Each of the ten Facility Agreements bears interest at fixed rates ranging from 2.7% to 6.3% and are payable in ten equal principal semi-annual installments, with the first installment commencing approximately six months following delivery of the respective vessel. Each Facility Agreement is secured by the respective vessel, guaranteed by Tidewater as parent guarantor and has no financial covenants.
Vessel operating costs: o Increase primarily due to the additional active vessels and operating in a higher cost market. General and administrative expense: o Decrease primarily due to lower acquisition related costs and lower personnel costs from synergies realized in the SPO Acquisition.
Vessel operating costs: o Decrease primarily due to lower crew costs resulting from a lower proportion of vessels working in Australia where operating costs are significantly higher. General and administrative expense: o Increase primarily due to higher personnel costs.
Vessel operating costs: o Increase primarily due to the additional five active vessels. General and administrative expense: o Increase primarily due to bad debt expense in 2023 and increased professional fees. Depreciation and amortization expense: o Increase primarily due to additional vessels and higher drydock activity. 54 Table of Contents Asia Pacific Segment Operations .
General and administrative expense: o Increase primarily due to higher personnel costs and professional fees. Depreciation and amortization expense: o Increase due to higher amortization of drydock costs. 49 Table of Contents West Africa Segment Operations.
A key component of our growth strategy is expanding our business and fleets through acquisitions, joint ventures and other strategic transactions. We would expect to use net proceeds from any sale of our securities for general corporate purposes, including capital expenditures, share buybacks, acquisitions, repayment or refinancing of indebtedness, building new vessels or other investments, and other business opportunities.
A key component of our growth strategy is expanding our business and fleet through acquisitions, joint ventures and other strategic transactions. We would expect to finance any strategic transactions through the sale of our securities or through debt financing.
Financing Activities Net cash provided by (used in) financing activities is as follows: (In Thousands) Year Ended Year Ended December 31, 2024 December 31, 2023 Exercise of warrants $ 4 $ 111,483 Issuance of long-term debt — 575,000 Principal payments on long-term debt (103,030 ) (13,677 ) Purchase of common stock (90,742 ) (35,025 ) Acquisition of non-controlling interest in a majority owned subsidiary — (1,427 ) Debt issuance costs (213 ) (14,758 ) Tax on share-based awards (28,614 ) (6,040 ) Net cash provided by (used in) financing activities $ (222,595 ) $ 615,556 Financing activities for the year ended December 31, 2024, used $222.6 million of cash.
Financing Activities Net cash used in financing activities is as follows: (In Thousands) Year Ended Year Ended December 31, 2025 December 31, 2024 Exercise of warrants $ — $ 4 Issuance of long-term debt 650,000 — Principal payments on long-term debt (641,942 ) (103,030 ) Purchase of common stock (90,089 ) (90,742 ) Payments on finance leases (6,432 ) — Debt extinguishment premium (19,601 ) — Debt issuance costs (19,829 ) (213 ) Share based awards reacquired to pay taxes (8,066 ) (28,614 ) Net cash used in financing activities $ (135,959 ) $ (222,595 ) Financing activities for the year ended December 31, 2025 used $136.0 million of cash.
Net cash provided by operating activities for the year ended December 31, 2023, of $104.7 million reflects net income of $95.6 million, non-cash depreciation and amortization of $180.3 million and stock-based compensation expense of $10.8 million.
We paid $98.6 million for regulatory drydocks in 2025. 60 Table of Contents Net cash provided by operating activities for the year ended December 31, 2024 was $282.5 million reflecting net income of $179.3 million, non-cash depreciation and amortization of $242.8 million, unrealized foreign exchange loss of $14.3 million and stock-based compensation expense of $13.7 million.
Net cash provided by operating activities is as follows: (In Thousands) Year Ended Year Ended December 31, 2024 December 31, 2023 Net income $ 179,272 $ 95,621 Depreciation and amortization 156,166 128,777 Amortization of deferred drydocking and survey costs 86,604 51,554 Amortization of debt premiums and discounts 6,741 4,619 Amortization of below market contracts (5,000 ) (3,800 ) Deferred income taxes provision (benefit) (2,807 ) 92 Gain on asset dispositions, net (15,762 ) (8,701 ) Gain on pension settlement — (2,313 ) Stock based compensation expense 13,681 10,755 Deferred drydocking and survey costs (133,258 ) (97,378 ) Changes in operating assets and liabilities, net of effects of business acquisition (11,788 ) (74,521 ) Net cash provided by operating activities $ 273,849 $ 104,705 61 Table of Contents Net cash provided by operating activities for the year ended December 31, 2024, of $273.8 million reflects net income of $179.3 million, non-cash depreciation and amortization of $242.8 million and stock-based compensation expense of $13.7 million.
Net cash provided by operating activities is as follows: (In Thousands) Year Ended Year Ended December 31, 2025 December 31, 2024 Net income $ 333,453 $ 179,272 Depreciation and amortization 151,095 156,166 Amortization of deferred drydocking and survey costs 111,244 86,604 Amortization of debt premiums and discounts 5,379 6,741 Amortization of below market contracts (1,200 ) (5,000 ) Unrealized foreign exchange loss (gain) (23,398 ) 14,275 Deferred income taxes benefit (195,816 ) (2,807 ) Gain on asset dispositions, net (13,682 ) (15,762 ) Loss on debt extinguishment 27,113 — Stock based compensation expense 14,483 13,681 Deferred drydocking and survey costs (98,575 ) (133,258 ) Changes in operating assets and liabilities 69,012 (17,440 ) Net cash provided by operating activities $ 379,108 $ 282,472 Net cash provided by operating activities for the year ended December 31, 2025 was $379.1 million reflecting net income of $333.5 million, non-cash depreciation and amortization of $262.3 million, loss on extinguishment of debt of $27.1 million, unrealized foreign exchange gain of $23.4 million, a deferred income tax benefit of $195.8 million and stock-based compensation expense of $14.5 million.
As such, stacked vessels depress utilization rates because stacked vessels are considered available to work and are included in the calculation of utilization rates. Average day rates are calculated by dividing the revenue a vessel earns during a reporting period by the number of days the vessel worked in the reporting period.
Active utilization is calculated on all owned and bareboat chartered vessels except vessels held for sale and stacked vessels. Vessel utilization rates are calculated by dividing the number of days a vessel works during a reporting period by the number of days the vessel is available to work in the reporting period.
We made $103.0 million in principal payments on long-term debt while incurring $0.2 million of debt issuance costs. In addition, we purchased 1,384,186 shares of our common stock for $90.7 million and paid $28.6 million in taxes on share-based awards. 62 Table of Contents Financing activities for the year ended December 31, 2023, provided $615.6 million of cash.
In addition, we purchased 2,290,204 shares of our common stock for $90.1 million and paid $8.1 million in taxes on behalf of our employees related to the vesting of share-based awards. Financing activities for the year ended December 31, 2024 used $222.6 million of cash.
From time to time, we also issue stock or stock-based financial instruments either in the open market or as currency in acquisitions. This ability is impacted by existing market conditions. Industry Conditions and Outlook Our business is exposed to numerous macro factors that influence our outlook and expectations.
Our primary sources of capital have been our cash on hand, internally generated funds including operating cash flow, vessel sales and long-term debt financing. From time to time, we also issue stock or stock-based financial instruments either in the open market or as currency in acquisitions. This ability is impacted by existing market conditions.
These factors, as well as numerous other regional conflicts in producing regions, have at various times caused or exacerbated significant swings in oil and gas pricing, which in turn has affected the capital budgets of oil and gas companies.
These factors have at various times caused or exacerbated significant swings in oil and gas pricing, which in turn has affected the capital budgets of oil and gas companies. Despite the volatility in spot oil prices seen in recent years, our customers tend to consider less volatile medium and long-term prices in making offshore investment decisions.
Acquisitions included $594.2 million for the purchase of 37 vessels from Solstad. Additions to property and equipment were comprised of $31.6 million, primarily for the down payment on six Alucat crew boats, upgrades to our existing fleet and continued enhancements to our current enterprise software system.
Additions to property and equipment was $27.6 million and primarily included upgrades to our existing fleet and continued enhancements to our current enterprise software system.
Stacked vessels expected to return to active service are evaluated for impairment as part of their assigned active asset group and not individually. We estimate future cash flows based upon historical data adjusted for our best estimate of expected future market performance, which, in turn, is based on industry trends.
We estimate future cash flows based upon historical data adjusted for our best estimate of expected future market performance, which, in turn, is based on industry trends. The primary estimates and assumptions used in reviewing active vessel groups for impairment and estimating undiscounted cash flows include utilization rates, average day rates and average daily operating expenses.
When economically practical marketing opportunities arise, the stacked vessels can be returned to active service by performing any necessary maintenance on the vessel and either rehiring or returning fleet personnel to operate the vessel. Although not currently fulfilling charters, stacked vessels are considered in service and included in the calculation of our overall utilization statistics.
We consider a vessel to be stacked if the vessel crew is furloughed or substantially reduced and limited maintenance is performed on the vessel. Although not currently fulfilling charters, stacked vessels are considered in service and included in the calculation of our utilization statistics but excluded in the calculation of our active utilization statistics.
At December 31, 2024, we owned 211 vessels with an average age of 12.6 years available to serve the global offshore energy industry. 41 Table of Contents MD&A Objective and Principal Factors That Drive Our Results, Cash Flows and Liquidity Our MD&A is designed to provide information about our financial condition and results of operations from management’s perspective.
MD&A Objective and Principal Factors That Drive Our Results, Cash Flows and Liquidity Our MD&A is designed to provide information about our financial condition and results of operations from management’s perspective. Our revenues, net earnings and cash flows from operations are largely dependent upon the activity level of our offshore marine vessel fleet.
Please refer to Note (4) - “Debt” to the accompanying Consolidated Financial Statements for further details on our indebtedness.
Please refer to Note (4) - “Debt” to the accompanying Consolidated Financial Statements for further details on our indebtedness. Share Repurchases On February 27, 2025, our Board of Directors (Board) approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved a new $500.0 million share repurchase program.
We are currently in compliance and anticipate maintaining ongoing compliance with these financial covenants. We believe cash and cash equivalents, availability under our RCF and future net cash provided by operating activities, will provide us with sufficient liquidity to fund our obligations and meet our liquidity requirements.
We believe cash and cash equivalents and net cash provided by operating activities, supplemented with our revolving credit capacity, provides us with sufficient liquidity to fund our obligations and meet our liquidity requirements, including the acquisition of the Wilson Companies.
Vessel operating costs: o Increase primarily due to the additional active vessels largely from the Solstad Acquisition. General and administrative expense: o Increase primarily due to higher personnel costs and professional fees as a result of the Solstad Acquisition.
General and administrative expense: o Increase due to higher personnel costs and professional fees and a credit to bad debt expense in 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFor some of our international contracts, a portion of the revenue and local expenses are incurred in local currencies with the result that we are at risk of changes in the exchange rates between the U.S. dollar and foreign currencies.
Biggest changeFor some of our international contracts, a portion of the revenue and local expenses are incurred in local currencies resulting in the risk of exchange rates fluctuation between the U.S. dollar and foreign currencies. To minimize the financial impact of these fluctuations, we attempt to contract a significant majority of our services in U.S. dollars.
Senior Secured and Senior Unsecured Debt Please refer to Note (4) - “Debt” to the accompanying Consolidated Financial Statements for a discussion on our outstanding debt. The following table discloses how the estimated fair value of our outstanding debt, as of December 31, 2024, would change with a 100 basis-point increase or decrease in market interest rates.
Senior Secured and Senior Unsecured Debt Please refer to Note (4) - “Debt” to the accompanying Consolidated Financial Statements for a discussion on our outstanding debt. The following table discloses how the estimated fair value of our outstanding debt, as of December 31, 2025, would change with a 100 basis-point increase or decrease in market interest rates.
Our financial instruments that are exposed to interest rate risk include our cash equivalents and Senior Secured Term Loan. Due to the short duration and conservative nature of the cash equivalent investment portfolio, we do not expect any material loss with respect to our investments. The book value for cash equivalents is considered to be representative of its fair value.
Our financial instruments that are exposed to interest rate risk include our cash equivalents. Due to the short duration and conservative nature of the cash equivalent investment portfolio, we do not expect any material loss with respect to our investments. The book value for cash equivalents is considered to be representative of its fair value.
We had no derivative instruments as of December 31, 2024 and 2023. Other Due to our international operations, we are exposed to foreign currency exchange rate fluctuations and exchange rate risks on all charter hire contracts denominated in foreign currencies.
Due to our international operations, we are exposed to foreign currency exchange rate fluctuations and exchange rate risks on all charter hire contracts denominated in foreign currencies.
(In Millions) Outstanding Estimated 100 Basis 100 Basis Value Fair Value Point Increase Point Decrease 8.50% Senior Secured Notes due November 2026 $175.0 $180.8 $179.5 $185.7 10.375% Senior Unsecured Notes due July 2028 250.0 266.1 260.7 276.5 Senior Secured Term Loan 212.5 218.2 216.0 220.4 Foreign Exchange Risk Our financial instruments that can be affected by foreign currency exchange rate fluctuations consist primarily of cash and cash equivalents, trade receivables, trade payables and debt denominated in currencies other than the U.S. dollar.
(In Millions) Outstanding Estimated 100 Basis 100 Basis Value Fair Value Point Increase Point Decrease 9.125 % Senior Notes due July 2030 $650.0 $697.4 $672.5 $724.3 Foreign Exchange Risk Our financial instruments impacted by foreign currency exchange rate fluctuations consist primarily of cash and cash equivalents, trade receivables, trade payables and debt denominated in currencies other than the U.S. dollar.
We are working to mitigate this additional foreign currency risk with a focus on reducing working capital levels denominated in currencies other than the U.S. dollar. 66 Table of Contents
We continue to take steps to mitigate this additional foreign currency and repatriation risk with a focus on reducing cash balances denominated in currencies other than the U.S. dollar. Despite our efforts to mitigate currency risk, we may report significant realized and unrealized currency-related losses in our income statements.
Removed
We generally do not hedge against any foreign currency rate fluctuations associated with foreign currency contracts that arise in the normal course of business, which exposes us to the risk of exchange rate losses. To minimize the financial impact of these items we attempt to contract a significant majority of our services in U.S. dollars.
Added
In recent years, laws impacting our operations in certain African countries require our customers to pay us onshore in local currency rather than offshore in U.S. dollars, subjecting us to heightened currency risk and regulations on the repatriation of cash. As a result, we have accumulated cash in certain countries.
Removed
In 2024 and 2023, we expanded our operations in several regions with currency risk and more bureaucratic barriers to the repatriation of cash, notably several countries in West Africa. In addition, our operations in Egypt were affected by currency devaluation in 2024.
Added
As of December 31, 2025 approximately 24% of our cash balance held in foreign subsidiaries is awaiting U.S. dollar conversion. We have developed a sensitivity analysis to measure the impact of potential adverse movements in foreign currency exchange rates.
Added
With respect to foreign exchange sensitivity a hypothetical 10% adverse change in the year-end amounts of all our foreign currency positions relative to the U.S. dollar as of December 31, 2025 would result in a calculated $30.2 million pre-tax loss for our net-monetary assets that are remeasured from currencies other than U.S. dollars.
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There are certain limitations inherent in the sensitivity analysis primarily due to the assumption that exchange rates change instantaneously in an equally adverse fashion. In addition, the analysis is unable to reflect the complex market reactions that normally would arise from the market shifts modeled.
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While this is our best estimate of the impact of the various scenarios, this estimate should not be viewed as a forecast. 65 Table of Contents Derivative Instruments Risk During 2025, we entered into derivative contracts to assist us in managing our foreign currency risk.
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These derivative contracts take the form of forward contracts with a duration of less than 12 months and are recorded at fair value on the Consolidated Balance Sheet with resulting gains and losses reflected in income. Fair values are derived principally from published market quotes and other independent third-party quotes.
Added
We had no derivative instruments as of December 31, 2024 and 2023.
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For further information regarding our derivative instruments, see Note (12) - “Fair Value Measurements” and Note (13) - “Derivative Instruments and Hedging Activities” in the Notes to the Consolidated Financial Statements included in Item 8 to this Form 10-K for activity and disclosure related to our foreign currency derivative contracts. 66 Table of Contents

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