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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 

FORM 10-Q

 

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - For the Quarterly Period Ended June 30, 2004

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 - For the Transition Period From                      to                     

 

Commission file number 1-6311

 

TIDEWATER INC.

(Exact name of registrant as specified in its charter)

 

DELAWARE   72-0487776

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

 

601 Poydras Street, Suite 1900, New Orleans, Louisiana   70130
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (504) 568-1010

 


Former name, former address and former fiscal year, if changed since last report.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or of such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

YES x     NO ¨

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

 

YES x     NO ¨

 

57,048,756 shares of Tidewater Inc. common stock $.10 par value per share were outstanding on July 9, 2004. Excluded from the calculation of shares outstanding at July 9, 2004 are 3,584,489 shares held by the Registrant’s Grantor Stock Ownership Trust. Registrant has no other class of common stock outstanding.

 



PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

TIDEWATER INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

 

(In thousands, except share and par value data)

 

    

June 30,

2004


  

March 31,

2004


ASSETS

           

Current assets:

           

Cash and cash equivalents

   $ 14,033    17,636

Trade and other receivables, net

     164,778    165,762

Marine operating supplies

     40,405    37,919

Other current assets

     8,393    3,320
    

  

Total current assets

     227,609    224,637
    

  

Investments in, at equity, and advances to unconsolidated companies

     33,270    33,722

Properties and equipment:

           

Vessels and related equipment

     2,252,873    2,195,863

Other properties and equipment

     41,223    41,494
    

  
       2,294,096    2,237,357

Less accumulated depreciation

     906,133    894,863
    

  

Net properties and equipment

     1,387,963    1,342,494
    

  

Goodwill

     328,754    328,754

Other assets

     155,962    152,183
    

  

Total assets

   $ 2,133,558    2,081,790
    

  

LIABILITIES AND STOCKHOLDERS’ EQUITY

           

Current liabilities:

           

Accounts payable and accrued expenses

     74,903    59,788

Accrued property and liability losses

     9,222    9,125

Income taxes

     1,647    3,139
    

  

Total current liabilities

     85,772    72,052
    

  

Long-term debt

     365,000    325,000

Deferred income taxes

     217,285    211,982

Accrued property and liability losses

     31,878    31,031

Other liabilities and deferred credits

     62,626    75,615

Stockholders’ equity:

           

Common stock of $.10 par value, 125,000,000 shares authorized, issued 60,633,245 shares at June and 60,699,438 shares at March

     6,063    6,070

Other stockholders’ equity

     1,364,934    1,360,040
    

  

Total stockholders’ equity

     1,370,997    1,366,110
    

  

Total liabilities and stockholders’ equity

   $ 2,133,558    2,081,790
    

  

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

- 2 -


TIDEWATER INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

 

(In thousands, except share and per share data)

 

    

Three Months Ended

June 30,


 
     2004

    2003

 

Revenues:

                

Vessel revenues

   $ 149,794       160,336  

Other marine revenues

     8,323       4,474  
    


 


       158,117       164,810  
    


 


Costs and expenses:

                

Vessel operating costs

     98,564       98,317  

Costs of other marine revenues

     6,814       3,180  

Depreciation and amortization

     23,925       24,121  

General and administrative

     17,602       16,269  

Gain on sales of assets

     (6,433 )     (2,286 )
    


 


       140,472       139,601  
    


 


       17,645       25,209  

Other income (expenses):

                

Foreign exchange gain (loss)

     437       (488 )

Equity in net earnings of unconsolidated companies

     1,693       1,793  

Minority interests

     (40 )     (57 )

Interest and miscellaneous income

     581       714  

Interest and other debt costs

     (1,374 )     (240 )
    


 


       1,297       1,722  
    


 


Earnings before income taxes

     18,942       26,931  

Income taxes

     6,061       8,887  
    


 


Net earnings

   $ 12,881       18,044  
    


 


Earnings per common share

   $ .23       .32  
    


 


Diluted earnings per common share

   $ .23       .32  
    


 


Weighted average common shares outstanding

     56,900,905       56,620,317  

Incremental common shares from stock options

     62,046       145,058  
    


 


Adjusted weighted average common shares

     56,962,951       56,765,375  
    


 


Cash dividends declared per common share

   $ .15     $ .15  
    


 


 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

- 3 -


TIDEWATER INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

     Three Months Ended
June 30,


 
     2004

    2003

 

Net cash provided by operating activities

   $ 27,000     27,276  
    


 

Cash flows from investing activities:

              

Proceeds from sales of assets

     8,546     4,542  

Additions to properties and equipment

     (70,289 )   (136,582 )
    


 

Net cash used in investing activities

     (61,743 )   (132,040 )
    


 

Cash flows from financing activities:

              

Borrowings

     55,000     136,000  

Principal payments on debt

     (15,000 )   (30,000 )

Proceeds from issuance of common stock

     32     163  

Cash dividends

     (8,556 )   (8,498 )

Other

     (336 )   —    
    


 

Net cash provided by financing activities

     31,140     97,665  
    


 

Net change in cash and cash equivalents

     (3,603 )   (7,099 )

Cash and cash equivalents at beginning of period

     17,636     17,767  
    


 

Cash and cash equivalents at end of period

   $ 14,033     10,668  
    


 

Supplemental disclosure of cash flow information:

              

Cash paid during the period for:

              

Interest

   $ 613     2,093  

Income taxes

   $ 6,573     5,290  
    


 

 

See Notes to Unaudited Condensed Consolidated Financial Statements.

 

- 4 -


TIDEWATER INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(1) Interim Financial Statements

 

The consolidated financial information for the interim periods presented herein has not been audited by independent accountants, but in the opinion of management, all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated balance sheets and the condensed consolidated statements of earnings and cash flows at the dates and for the periods indicated have been made. Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years.

 

Certain previously reported amounts have been reclassified to conform to the first quarter fiscal 2005 presentation.

 

(2) Stockholders’ Equity

 

At June 30, 2004 and March 31, 2004, 3,586,535 and 3,666,694 shares, respectively, of common stock were held in a grantor stock ownership plan trust for the benefit of stock-based employee benefits programs. These shares are not included in common shares outstanding for earnings per share calculations and transactions between the company and the trust, including dividends paid on the company’s common stock, are eliminated in consolidating the accounts of the trust and the company.

 

(3) Stock-Based Compensation

 

The company measures compensation expense for its stock-based compensation plan using the intrinsic value recognition and measurement principles prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. The company uses the disclosure provision of Statement of Financial Accounting Standards (SFAS) No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” which amended the disclosure provision of SFAS No. 123. The following table illustrates the effect on net earnings and earnings per share for the three months ended June 30, 2004 and 2003 had the company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, “Accounting for Stock-Based Compensation.”

 

    

Quarter Ended

June 30,


 

(In thousands, except share data)


   2004

    2003

 

Net earnings as reported

   $ 12,881     18,044  

Add stock-based employee compensation expense included in reported net earnings, net of related tax effect

     301     45  

Less total stock-based employee compensation expense, under fair value method for all awards, net of tax

     (1,617 )   (1,594 )
    


 

Pro forma net earnings

   $ 11,565     16,495  
    


 

Earnings per common share:

              

As reported

   $ .23     .32  

Pro forma

   $ .20     .29  

Diluted earnings per common share:

              

As reported

   $ .23     .32  

Pro forma

   $ .20     .29  
    


 

 

- 5 -


(4) Income Taxes

 

Income tax expense for interim periods is based on estimates of the effective tax rate for the entire fiscal year. The effective tax rate applicable to pre-tax earnings for the quarters ended June 30, 2004 and 2003 was 32% and 33%, respectively.

 

(5) Employee Benefit Plans

 

A defined benefit pension plan covers certain U.S. citizen employees and employees who are permanent residents of the United States. Benefits are based on years of service and employee compensation. In addition, the company also offers a supplemental retirement plan (supplemental plan) that provides pension benefits to certain employees in excess of those allowed under the company’s tax-qualified pension plan. The company did not make a contribution to the defined benefit pension plan during the quarter ended June 30, 2004 and does not expect to make a contribution during the remainder of the fiscal year.

 

Qualified retired employees currently are covered by a program which provides limited health care and life insurance benefits. Costs of the program are based on actuarially determined amounts and are accrued over the period from the date of hire to the full eligibility date of employees who are expected to qualify for these benefits.

 

The net periodic benefit cost for the company’s U.S. defined benefit pension plan and the supplemental plan (referred to collectively as “Pension Benefits”) and the postretirement health care and life insurance plan (referred to collectively as “Other Benefits”) is comprised of the following components:

 

     Quarter Ended
June 30,


 

(In thousands)


   2004

    2003

 

Pension Benefits:

              

Service cost

   $ 174     201  

Interest cost

     839     850  

Expected return on plan assets

     (640 )   (718 )

Amortization of prior service cost

     24     25  

Recognized actuarial loss

     211     159  
    


 

Net periodic benefit cost

   $ 608     517  
    


 

Other Benefits:

              

Service cost

   $ 539     432  

Interest cost

     658     542  

Amortization of prior service cost

     (6 )   (16 )

Recognized actuarial loss

     227     121  
    


 

Net periodic benefit cost

   $ 1,418     1,079  
    


 

 

In December 2003, the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the Act) was signed into law. The Act introduces a prescription drug benefit under Medicare (Medicare Part D), as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. In accordance with Financial Accounting Standards Board Staff Position (FSP) No. FAS 106-1 “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003,” the company elected to defer the inclusion of the effect of the Act until the company can determine if the benefits are actuarially equivalent to Medicare Part D under the Act. As a result,

 

- 6 -


measures of the postretirement benefit obligation or net periodic postretirement benefit cost in the company’s interim financial statements do not reflect any amounts associated with the subsidy.

 

(6) Contingencies

 

At the conclusion of its examination of the company’s income tax returns covering fiscal years 1999 and 2000, the Internal Revenue Service (IRS) issued an examination report challenging the depreciation methods historically utilized by the company and the entire offshore marine support industry. The IRS position could have resulted in additional income tax due approximating $28.5 million for the years under review. Such additional taxes, if due, would have resulted in a reclassification of a previously recorded noncurrent deferred income tax liability to a current tax payable. Subsequent to the issuance of the examination report, the IRS has verbally informed the company that it intends to withdraw its original challenge to the company’s depreciation methods. The company is awaiting receipt of the amended examination report reflecting that change of position.

 

Various legal proceedings and claims are outstanding which arose in the ordinary course of business. In the opinion of management, the amount of ultimate liability, if any, with respect to these actions will not have a materially adverse effect on the company’s financial position or results of its ongoing operations.

 

- 7 -


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders of Tidewater Inc.

New Orleans, Louisiana

 

We have reviewed the accompanying condensed consolidated balance sheet of Tidewater Inc. and subsidiaries as of June 30, 2004, and the related condensed consolidated statements of earnings and cash flows for the three-month period then ended. These interim financial statements are the responsibility of the Corporation’s management.

 

We conducted our review in accordance with standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Based on our review, we are not aware of any material modifications that should be made to such condensed consolidated interim financial statements as of June 30, 2004, and for the three-month period then ended for them to be in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying condensed consolidated financial information as of March 31, 2004, and for the three-month period ended June 30, 2003, were not audited or reviewed by us and, accordingly, we do not express an opinion or any other form of assurance on them.

 

/s/ DELOITTE & TOUCHE LLP

 

New Orleans, Louisiana

July 16, 2004

 

- 8 -


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

 

Forward Looking Information and Cautionary Statement

 

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the company notes that this Quarterly Report on Form 10-Q and the information incorporated herein by reference contain certain forward-looking statements which reflect the company’s current view with respect to future events and financial performance. Any such forward-looking statements are subject to risks and uncertainties and the company’s future results of operations could differ materially from historical results or current expectations. Some of these risks are discussed in this report, and include, without limitation, fluctuations in oil and gas prices; level of fleet additions by competitors and industry overcapacity; changes in capital spending by customers in the energy industry for exploration, development and production; changing customer demands for different vessel specifications; acts of terrorism; unsettled political conditions, war, civil unrest and governmental actions, especially in higher risk countries of operations; foreign currency fluctuations; and environmental and labor laws.

 

Forward-looking statements, which can generally be identified by the use of such terminology as “may,” “expect,” “anticipate,” “estimate,” “forecast,” “believe,” “think,” “could,” “will,” “continue,” “intend,” “seek,” “plan,” “should,” “would” and similar expressions contained in this report, are predictions and not guarantees of future performance or events. Any forward-looking statements are based on current industry, financial and economic information, which the company has assessed but which by its nature is dynamic and subject to rapid and possibly abrupt changes. The company’s actual results could differ materially from those stated or implied by such forward-looking statements due to risks and uncertainties associated with our business. The forward-looking statements should be considered in the context of the risk factors listed above and discussed in Items 1, 2 and 7 included in the company’s Annual Report on Form 10-K for the year ended March 31, 2004, filed with the Securities and Exchange Commission on April 21, 2004 and elsewhere in this Form 10-Q. Investors and prospective investors are cautioned not to place undue reliance on such forward-looking statements. Management disclaims any obligation to update or revise the forward-looking statements contained herein to reflect new information, future events or developments.

 

Overview

 

The company provides services to the global offshore energy industry through the operation of a diversified fleet of marine service vessels. Revenues, net earnings and cash flows from operations are dependent upon the activity level of the vessel fleet, which is ultimately dependent upon oil and natural gas prices, which, in turn, are determined by the supply/demand relationship for crude oil and natural gas. The following information contained in this Form 10-Q should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included in Item 1 of this Quarterly Report and related disclosures.

 

General Market Conditions and Results of Operations

 

Offshore service vessels provide a diverse range of services and equipment to the energy industry. Fleet size, utilization and vessel day rates primarily determine the amount of revenues and operating profit because operating costs and depreciation do not change proportionally when revenue changes. Operating costs primarily consist of crew costs, repair and maintenance, insurance, fuel, lube oil and supplies. Fleet size and utilization are the major factors which affect crew costs. The timing and amount of repair and maintenance costs are influenced by customer demands, vessel age and scheduled drydockings to satisfy safety and inspection requirements mandated by regulatory agencies. Whenever possible, vessel drydockings are done during seasonally slow periods to minimize any impact on vessel operations and are only done if economically justified, given the vessel’s age and physical condition. The following table compares revenues and operating expenses (excluding general and administrative expense, depreciation expense and gain on sales of assets) for the company’s

 

- 9 -


vessel fleet for the quarters ended June 30 and March 31. Vessel revenues and operating costs relate to vessels owned and operated by the company while other marine revenues relate to third-party activities of the company’s shipyards, brokered vessels and other miscellaneous marine-related activities.

 

    

Quarter Ended

June 30,


  

Quarter
Ended
March 31,

2004


(In thousands)


   2004

   2003

  

Revenues:

                

Vessel revenues:

                

United States

   $ 28,234    30,943    28,517

International

     121,560    129,393    115,946
    

  
  
       149,794    160,336    144,463

Other marine revenues

     8,323    4,474    9,731
    

  
  
     $ 158,117    164,810    154,194
    

  
  

Operating costs:

                

Vessel operating costs:

                

Crew costs

   $ 52,633    52,082    53,075

Repair and maintenance

     20,019    18,069    18,875

Insurance

     5,587    7,512    2,192

Fuel, lube and supplies

     10,131    9,325    10,049

Other

     10,194    11,329    11,514
    

  
  
       98,564    98,317    95,705

Costs of other marine revenues

     6,814    3,180    8,027
    

  
  
     $ 105,378    101,497    103,732
    

  
  

 

Marine support services are conducted worldwide with assets that are highly mobile. Revenues are principally derived from offshore service vessels, which regularly and routinely move from one operating area to another, often to and from offshore operating areas in different continents. Because of this asset mobility, revenues and long-lived assets attributable to the company’s international marine operations in any one country are not “material” as that term is defined by SFAS No. 131.

 

As a result of the uncertainty of a certain customer to make payment of vessel charter hire, the company has deferred the recognition of approximately $2.2 million of billings as of June 30, 2004 ($3.1 million of billings as of March 31, 2004), which would otherwise have been recognized as revenue. The company will recognize the amounts as revenue as cash is collected or at such time as the uncertainty has been significantly reduced.

 

The company’s domestic results of operations are primarily driven by natural gas exploration and production. Persistent weakness in the natural gas drilling market in the U.S. Gulf of Mexico continued to have a negative impact on the company’s domestic results of operations. Strong natural gas commodity prices and relatively low inventory levels for the resource still have not resulted in an increase in gas drilling in the U.S. Gulf of Mexico market during the current quarter. The number of drilling rigs exiting the Gulf is expected to continue as drilling rig operators relocate excess capacity to international growth areas. Although growth opportunities in the offshore drilling market in the U.S. Gulf of Mexico appear to continue to be limited, recent encouraging developments have emerged. Analysts have reported that drilling in the shallow water of the Gulf of Mexico is expected to increase over the next several months. It has been further reported that drilling plan permits filed by Gulf operators is expected to surpass the number of permits filed in calendar 2003, which is a positive indicator for increased drilling activity in the future. Although management is pleased by these positive indicators, at present time, it is still unknown how domestic-based vessel demand will be affected by these developments.

 

- 10 -


The company’s international results of operations for the first quarter of fiscal 2005 benefited from higher utilization and stable average day rates. The company’s international results of operations are primarily dependent on the supply and demand relationship for crude oil. Industry analysts forecast that demand for crude oil will likely remain strong throughout calendar year 2004 as a result of the global economic recovery that is underway and expect future crude oil prices to remain at highly attractive levels due to continuing high consumer demand. International capital expenditures by the major and national exploration and production companies are estimated to increase at a higher rate than originally forecasted earlier in the calendar year. Revised estimates anticipate calendar year 2004 international capital expenditures by exploration and production companies to increase approximately 12% over calendar year 2003 levels.

 

Marine operating profit (loss) and other components of earnings before income taxes for the quarters ended June 30 and March 31 consists of the following:

 

     Quarter Ended
June 30,


   

Quarter
Ended
March 31,

2004


 

(In thousands)


   2004

    2003

   

Vessel activity:

                    

United States

   $ (3,974 )   (8,194 )   (3,055 )

International

     17,980     33,030     13,137  
    


 

 

       14,006     24,836     10,082  

Impairment of long-lived assets

     —       —       (26,456 )

Gain on sales of assets

     6,433     2,286     2,286  

Other marine services

     1,381     1,170     1,559  
    


 

 

Operating profit

   $ 21,820     28,292     (12,529 )
    


 

 

Equity in net earnings of unconsolidated companies

     1,693     1,793     1,296  

Interest and other debt costs

     (1,374 )   (240 )   (1,519 )

Corporate general and administrative

     (3,432 )   (3,313 )   (3,508 )

Other income

     235     399     292  
    


 

 

Earnings (loss) before income taxes

   $ 18,942     26,931     (15,968 )
    


 

 

 

U.S.-based vessel revenues for the first quarter of fiscal 2005 decreased approximately 9% as compared to the first quarter of fiscal 2004 due to a decrease in utilization rates. Utilization rates on the towing supply/supply vessels, the company’s major income producing vessel class in the domestic market, decreased approximately 18% for the first quarter of fiscal 2005 as compared to the first quarter of fiscal 2004. Average day rates for the same vessel class increased modestly for the current quarter as compared to first quarter of fiscal 2004 but were insufficient to mitigate the negative effects lower utilization had on revenues. The company’s average day rates still remain at high levels as compared to the average day rates experienced during the last industry down cycle. Utilization of the company’s active towing supply/supply vessels in the U.S. Gulf of Mexico, however, still remain at the lowest level the company has experienced in over a decade due in part to management’s past strategic decision to attempt to maintain high average day rates at the expense of lower utilization.

 

U.S.-based vessel revenues for the first quarter of fiscal 2005 decreased modestly as compared to the fourth quarter of fiscal 2004 due to a 3% decrease in average day rates.

 

Operating loss for the U.S.-based vessels decreased approximately $4.2 million, or 52%, during the first quarter of fiscal 2005 as compared to the first quarter of fiscal 2004 due to a decrease in vessel operating costs and a reduction in depreciation expense primarily related to 83 older domestic-based towing supply/supply vessels that were declared impaired in March 2004. Depreciation expense ceased on the 83 vessels when the carrying values of the vessels were written down to estimated current fair market value.

 

- 11 -


Current quarter domestic-based operating loss increased approximately $.9 million as compared to the fourth quarter of fiscal 2004. Approximately $3.5 million of insurance premium rebates were recorded during fiscal 2004’s fourth quarter thereby reducing domestic operating loss for the period. The rebates resulted from a decrease in the level of domestic vessel activity and to a positive safety performance on a year to date basis. After factoring the rebates into the analysis, current quarter domestic-based operating loss decreased approximately $2.6 million, or 39%, as compared to the previous quarter.

 

Included in marine operating loss for the fourth quarter of fiscal 2004 is a non-cash asset impairment charge of $26.5 million relating to 83 older domestic-based towing supply/supply vessels declared impaired in March 2004. As a result of the prolonged weakness in the Gulf of Mexico drilling market and due to the vessels’ average age (23.5 years), their outdated specifications (low horsepower and cargo capacities) relative to competing equipment, the significant costs to repair and return these vessels to service (average approximately $500,000 per vessel) and the anticipation of lower customer demand for the vessels in the future, the company concluded it was unlikely that the vessels would return to active service. Based on this determination, and in accordance with SFAS No. 144, the asset impairment charge was recorded to write down the carrying value of these assets to fair market value at March 31, 2004.

 

International-based vessel revenues decreased approximately 6% in the first quarter of fiscal 2005 as compared to the first quarter of fiscal 2004 due to lower utilization and average day rates. Current quarter international-based vessel revenues increased 5% as compared to the revenue amounts earned in the previous quarter due to higher vessel utilization.

 

International-based vessel operating profit for the first quarter of fiscal 2005 decreased 46% as compared to the first quarter of fiscal 2004 due to lower revenue and an increase in vessel operating costs, primarily repair and maintenance expenses and crew costs. International-based vessel operating profit for the current quarter increased approximately 37% as compared to the previous quarter due to earning higher revenues.

 

Gain on sales of assets for the first quarter of fiscal 2005 increased approximately 181% as compared to the first and fourth quarters of fiscal 2004 due to an increase in the number of vessels sold in the current quarter.

 

Vessel Class Statistics

 

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 through the level of offshore exploration, development and production spending by energy companies relative to the supply of offshore service vessels. Suitability of equipment and the degree of service provided 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. 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 utilization and average day rates are calculated on active vessels only and, as such, do not include vessels withdrawn from active service or joint venture vessels. The following tables compare day-based utilization percentages and average day rates by vessel class and in total for the quarters ended June 30 and March 31:

 

- 12 -


     Quarter Ended
June 30,


  

Quarter
Ended
March 31,

2004


     2004 (A)

    2003

  

UTILIZATION:

                 

Domestic-based fleet:

                 

Deepwater vessels

     74.9 %   68.0    81.6

Towing-supply/supply

     50.7     24.1    19.2

Crew/utility

     68.1     71.5    57.8

Offshore tugs

     28.6     31.2    34.8

Total

     51.2 %   34.2    29.1

International-based fleet:

                 

Deepwater vessels

     72.6 %   80.8    72.5

Towing-supply/supply

     68.7     73.2    64.8

Crew/utility

     75.1     78.1    73.4

Offshore tugs

     64.1     66.6    59.6

Other

     55.5     48.6    42.7

Total

     69.2 %   72.5    65.5

Worldwide fleet:

                 

Deepwater vessels

     73.1 %   78.3    74.2

Towing-supply/supply

     65.0     53.4    46.7

Crew/utility

     73.2     75.9    68.9

Offshore tugs

     50.2     53.3    50.3

Other

     55.5     48.6    42.7

Total

     64.9 %   58.7    52.8
    


 
  

AVERAGE VESSEL DAY RATES:

                 

Domestic-based fleet:

                 

Deepwater vessels

   $ 12,678     13,303    13,505

Towing-supply/supply

     5,569     5,469    5,901

Crew/utility

     3,035     2,827    3,108

Offshore tugs

     7,385     7,015    5,791

Total

   $ 5,736     5,354    5,913

International-based fleet:

                 

Deepwater vessels

   $ 12,680     11,578    12,434

Towing-supply/supply

     6,050     6,544    6,134

Crew/utility

     2,838     2,945    2,927

Offshore tugs

     4,371     4,318    4,326

Other

     1,579     1,361    1,416

Total

   $ 5,723     5,904    5,750

Worldwide fleet:

                 

Deepwater vessels

   $ 12,680     11,871    12,662

Towing-supply/supply

     5,972     6,349    6,096

Crew/utility

     2,889     2,907    2,971

Offshore tugs

     5,045     4,911    4,707

Other

     1,579     1,361    1,416

Total

   $ 5,726     5,790    5,782
    


 
  

 

(A) Effective April 1, 2004, the company does not include in its utilization statistics 80 of the 83 domestic-based towing supply/supply vessels declared impaired in March 2004. The vessels have been removed from the active fleet and are currently being held for sale or scrapping. Had these vessels been included in the company’s utilization statistics for the quarter ended June 30, 2004, domestic-based towing supply/supply utilization would have been 19.8%. Statistical information is included on three of the 83 supply vessels declared impaired as these vessels are presently fulfilling short-term charter hire agreements. When the three vessels’ regulatory drydockings come due (over the next three to fifteen months) they will be stacked and included with the other vessels to be sold or scrapped.

 

- 13 -


The following table compares the average number of vessels by class and geographic distribution for the quarters ended June 30 and March 31:

 

     Quarter Ended
June 30,


  

Quarter
Ended
March 31,

2004


     2004(A)

   2003

  

Domestic-based fleet:

              

Deepwater vessels

   7    7    7

Towing-supply/supply

   51    126    126

Crew/utility

   24    30    26

Offshore tugs

   24    23    23
    
  
  

Total

   106    186    182
    
  
  

International-based fleet:

              

Deepwater vessels

   30    29    30

Towing-supply/supply

   196    187    191

Crew/utility

   62    58    63

Offshore tugs

   37    38    38

Other

   12    20    16
    
  
  

Total

   337    332    338
    
  
  

Owned or chartered vessels included in marine revenues

   443    518    520

Vessels held for sale

   99    26    24

Joint-venture and other

   27    30    33
    
  
  

Total

   569    574    577
    
  
  

 

(A) Included in the Vessel held for sale count effective April 1, 2004 are 80 of the 83 domestic-based towing supply/supply vessels declared impaired in March 2004. The vessels were removed from the active domestic towing supply/supply vessel count and are currently being held for sale or scrapping. Three of the 83 impaired vessels are currently fulfilling short-term charter hire agreements and accordingly are included in the active domestic towing supply/supply vessel count until such time that their current charter hire agreements end and their regulatory drydockings come due, at which time they will be removed from the active fleet and included with the other vessels to be sold or scrapped.

 

During the first quarter of fiscal 2005, the company purchased three anchor handling towing supply vessels and took delivery of one platform supply vessel and one crewboat. Also during fiscal 2005, the company sold and/or scrapped one anchor handling towing supply vessel, two offshore tugs, five crewboats and one other type vessel.

 

During the entire fiscal 2004, the company took delivery of two large deepwater platform supply vessels, nine platform supply vessels, two anchor handling towing supply vessels, eight crewboats and one offshore tug. Excluding the three crewboats sold to one of the company’s 49%-owned unconsolidated international joint venture, the company sold and/or scrapped seven towing-supply/supply vessels, two crewboats, three offshore tugs and seven other type vessels during fiscal 2004.

 

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General and Administrative Expenses

 

Consolidated general and administrative expenses for the quarters ended June 30 and March 31 consist of the following components:

 

    

Quarter Ended

  

Quarter
Ended

March 31,

     June 30,

  

(In thousands)


   2004

   2003

   2004

Personnel

   $ 10,651    9,764    9,423

Office and property

     2,945    2,885    3,264

Sales and marketing

     1,070    1,047    1,008

Professional services

     1,622    1,382    1,634

Other

     1,314    1,191    1,542
    

  
  
     $ 17,602    16,269    16,871
    

  
  

 

General and administrative expenses have increased in the quarter ended June 30, 2004 as a result of amortization of restricted stock granted on March 30, 2004 and accruals for other company compensation programs.

 

Liquidity, Capital Resources and Other Matters

 

The company’s current ratio, level of working capital and amount of cash flows from operations for any period are directly related to fleet activity and vessel day rates. Fleet activity and vessel day rates are ultimately determined by the supply/demand relationship for oil and natural gas. Variations from year to year in these items are primarily the result of market conditions. Cash from operations, in combination with the company’s senior unsecured debt and available line of credit, provide the company, in management’s opinion, with adequate resources to satisfy its current financing requirements. At June 30, 2004, $230 million of the company’s $295 million revolving line of credit was available for future financing needs. Continued payment of dividends, currently $.15 per quarter per common share, is subject to declaration by the Board of Directors.

 

Operating Activities

 

Net cash provided by operating activities for any quarter will fluctuate according to the level of business activity for the applicable quarter. For the quarter ended June 30, 2004, net cash from operating activities was comparable to the same period in fiscal 2004.

 

Investing Activities

 

Investing activities for the quarter ended June 30, 2004 used $61.7 million of cash, which included $8.5 million of proceeds from the sale of assets. Sale proceeds were offset by additions to properties and equipment, which was comprised of approximately $7.4 million in capitalized repairs and maintenance, $.4 million for vessel enhancements, $24.3 million for the construction of offshore marine vessels and $38.1 million for the acquisition of three vessels. Investing activities for the quarter ended June 30, 2003 used $132 million of cash, which included $4.5 million of proceeds from the sale of assets. Sale proceeds were offset by additions to properties and equipment, which was comprised of approximately $4 million in capitalized repairs and maintenance, $.3 million in vessel enhancements, $.5 million in other properties and equipment purchases, $54.2 million for the construction of offshore marine vessels and $77.5 million for the purchase of 27 ENSCO vessels on April 1, 2003.

 

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Financing Activities

 

Financing activities for the quarter ended June 30, 2004 provided $31.1 million of cash, which included $55 million of credit facility borrowings. Borrowings were offset primarily by repayments of debt of $15 million and $8.6 million of cash used for quarterly cash dividends of $.15 per share. Financing activities for the quarter ended June 30, 2003 provided $97.7 million of cash, which included $36 million of credit facility borrowings and a $100 million term loan placed with a group of banks primarily to finance the purchase of the ENSCO vessels. Borrowings were offset primarily by repayments of debt of $30 million and $8.5 million of cash used for quarterly cash dividends of $.15 per share.

 

Vessel Construction and Acquisition Expenditures

 

The company is currently constructing five large anchor handling towing supply vessels, which are capable of working in most deepwater markets of the world. A shipyard in China is constructing all five vessels. Scheduled deliveries for the five vessels have been delayed. The shipbuilder has advised the company to expect the first vessel delivery in July 2004. The remaining four vessels are expected to be delivered throughout fiscal 2005 and into early fiscal 2006. The total estimated cost for the vessels is approximately $181 million, which includes shipyard commitments and other incidental costs such as spare parts, management and supervision, and outfitting costs. The company has fixed cost contracts supported by performance bonds with the shipyard and does not anticipate any cost overruns related to these vessels. As of June 30, 2004, $161.6 million has been expended on the vessels.

 

The company is also constructing 10 anchor handling towing supply vessels varying in size from 5,500 brake horsepower (BHP) to 9,000 BHP. Three international shipyards will each construct two vessels while a fourth shipyard will construct four vessels. Scheduled delivery for the 10 vessels is expected to begin in October 2004 with the last vessel delivered in November 2005. As of June 30, 2004, $50.2 million has been expended on the vessels of the total $135.9 commitment cost.

 

The company is also committed to the construction of three 175-foot, state-of-the-art, fast, crew/supply boats that blend the speed of a crewboat with the capabilities of a supply vessel for an approximate total cost of $21 million. All three crewboat vessels are being constructed by one U.S. shipyard. The vessels are scheduled for delivery between August 2004 and February 2005. As of June 30, 2004, $1.5 million has been expended on the five vessels.

 

The table below summarizes the various vessel commitments by vessel class and type as of June 30, 2004:

 

     U. S. Built

   International Built

Vessel class and type


   Number
of
Vessels


   Total
Cost
Commitment


   Expended
Through
6/30/04


   Number
of
Vessels


   Total
Cost
Commitment


   Expended
Through
6/30/04


          (In thousands)         (In thousands)

Deepwater vessels:

                                     

Anchor handling towing supply

   —        —        —      5    $ 181,012    $ 161,571

Replacement Fleet:

                                     

Anchor handling towing supply

   —        —        —      10    $ 135,857    $ 50,195

Crewboats:

                                     

Crewboats – 175-foot

   3    $ 20,997    $ 1,467    —        —        —  
    
  

  

  
  

  

Totals

   3    $ 20,997    $ 1,467    15    $ 316,869    $ 211,766
    
  

  

  
  

  

 

To date, the company has financed its vessel commitment programs from its current cash balances, its operating cash flow and its $300 million senior unsecured notes and its revolving credit facility. Of

 

- 16 -


the total $337.9 million of capital commitments for vessels currently under construction the company has expended $213.2 million as of June 30, 2004.

 

The company is capitalizing the interest costs incurred on borrowed funds used to construct vessels. Interest and debt costs incurred, net of $2.6 million interest capitalized for the quarter ended June 30, 2004, was approximately $1.4 million.

 

Other Liquidity Matters

 

While the company has not formally committed to any future new build vessel contracts at the present time, other than what has been discussed in the “Vessel Construction and Acquisition Expendituressection above and barring any future acquisitions of existing companies or newly constructed equipment, the company anticipates over the next several years continuing its vessel building program in order to replace its aging vessels. The majority of the company’s supply and towing supply vessels were constructed between 1976 and 1983. As such, most of this vessel class exceeds 20 years of age and will ultimately need to be replaced. In addition to age, market conditions will also help determine when a vessel is no longer economically viable. The company anticipates using future operating cash flows and borrowing capacities to fund over the next few years significant capital expenditures, primarily relating to the continuance of replacement of the company’s international anchor handling towing supply vessels. These vessels would replace the company’s core international fleet with fewer, larger and more efficient vessels.

 

At the conclusion of its examination of the company’s income tax returns covering fiscal years 1999 and 2000, the Internal Revenue Service (IRS) issued an examination report challenging the depreciation methods historically utilized by the company and the entire offshore marine support industry. The IRS position could have resulted in additional income tax due approximating $28.5 million for the years under review. Such additional taxes, if due, would have resulted in a reclassification of a previously recorded noncurrent deferred income tax liability to a current tax payable. Subsequent to the issuance of the examination report the IRS has verbally informed the company that it intends to withdraw its original challenge to the company’s depreciation methods. The company is awaiting receipt of the amended examination report reflecting that change of position.

 

Critical Accounting Policies and Estimates

 

The company’s Annual Report on Form 10-K for the year ended March 31, 2004, filed with the Securities and Exchange Commission on April 21, 2004, describes the accounting policies that are critical to reporting the company’s financial position and operating results and that require management’s most difficult, subjective or complex judgments. This Quarterly Report on Form 10-Q should be read in conjunction with the discussion contained in the company’s Annual Report on Form 10-K for the year ended March 31, 2004, regarding these critical accounting policies.

 

Effects of Inflation

 

Day-to-day operating costs are generally affected by inflation. However, because the energy services industry requires specialized goods and services, general economic inflationary trends may not affect the company’s operating costs. The major impact on operating costs is the level of offshore exploration, development and production spending by energy exploration and production companies. As this spending increases, prices of goods and services used by the energy industry and the energy services industry will increase. Future increases in vessel day rates may shield the company from the inflationary effects on operating costs.

 

- 17 -


Environmental Matters

 

During the ordinary course of business the company’s operations are subject to a wide variety of environmental laws and regulations. The company attempts to comply with these laws and regulations in order to avoid costly accidents and related environmental damage. Compliance with existing governmental regulations that have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, has not had, nor is expected to have, a material effect on the company. The company is proactive in establishing policies and operating procedures for safeguarding the environment against any environmentally hazardous material aboard its vessels and at shore base locations. Whenever possible, hazardous materials are maintained or transferred in confined areas to ensure containment if accidents occur. In addition the company has established operating policies that are intended to increase awareness of actions that may harm the environment.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

 

Market risk refers to the potential losses arising from changes in interest rates, foreign currency fluctuations and exchange rates, equity prices and commodity prices including the correlation among these factors and their volatility. The company is primarily exposed to interest rate risk and foreign currency fluctuations and exchange risk.

 

Interest Rate Risk. Changes in interest rates may result in changes in the fair market value of the company’s financial instruments, interest income and interest expense. The company’s financial instruments that are exposed to interest rate risk are its cash equivalents and long-term borrowings. Due to the short duration and conservative nature of the cash equivalent investment portfolio, the company does not expect any material loss with respect to its investments. The book value for cash equivalents is considered to be representative of its fair value.

 

During the second quarter of fiscal 2004, the company signed a new $295 million revolving credit agreement which replaced the existing $200 million revolving credit and term loan agreement. Under the new agreement, borrowings bear interest at the company’s option, at prime or Federal Funds rates plus .5% or LIBOR rates plus margins from .75% to 1.25% based on the company’s funded debt to total capitalization ratio. The new revolving credit commitment will expire on April 30, 2008. Any borrowings under the agreement are unsecured and the company pays an annual fee of .20% on the unused portion of the facility.

 

At June 30, 2004, the company had $365 million of debt outstanding of which $65 million represents unsecured borrowings from the company’s revolving credit facility. The fair market value of this debt approximates the carrying value because the borrowings bear interest at variable market rates, which currently range from 2.23 to 2.46 percent. Monies were borrowed under the revolving credit facility to help finance the company’s new-build program previously disclosed. A one percentage point change in the market interest rate on the $65 million of borrowings from the company’s revolving credit facility at June 30, 2004 would change the company’s interest costs by $.7 million annually. The remaining $300 million represents senior unsecured notes that were issued on July 8, 2003. The multiple series of notes with maturities ranging from 7 years to 12 years have an average outstanding life to maturity of 9.5 years and can be retired prior to maturity without penalty. The average interest rate on the notes is 4.35%. The fair value of this debt at June 30, 2004 is estimated to be approximately $290 million.

 

Foreign Exchange Risk. The company’s financial instruments that can be affected by foreign currency fluctuations and exchange risks consist primarily of cash and cash equivalents, trade receivables and trade payables denominated in currencies other than the U.S. dollar. The company periodically enters into spot and forward derivative financial instruments as a hedge against foreign currency denominated assets and liabilities and currency commitments.

 

- 18 -


Spot derivative financial instruments are short-term in nature and settle within two business days. The fair value approximates the carrying value due to the short-term nature of this instrument, and as a result, no gains or losses are recognized. Forward derivative financial instruments are generally longer-term in nature but generally do not exceed one year. The accounting for gains or losses on forward contracts is dependent on the nature of the risk being hedged and the effectiveness of the hedge. The company enters into derivative instruments only to the extent considered necessary to meet its risk management objectives and does not use derivative contracts for speculative purposes. The company had no derivative financial instruments outstanding as of June 30, 2004.

 

Because of its significant international operations, the company is exposed to currency fluctuations and exchange risk on all contracts in foreign currencies. The company does not hedge against any foreign currency rate fluctuations associated with foreign currency contracts that arise in the normal course of business. To minimize the financial impact of these items the company attempts to contract a majority of its services in United States dollars. The company continually monitors the currency exchange risks associated with all contracts not denominated in U.S. dollar.

 

ITEM 4. CONTROLS AND PROCEDURES

 

(a) Evaluation of Disclosure Controls and Procedures

 

Disclosure controls and procedures are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 (“Exchange Act”), such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC rules. However, any control system, no matter how well conceived and followed, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met.

 

The company evaluated, under the supervision and with the participation of the company’s management, including the company’s Chairman of the Board, President and Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of the company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‘Exchange Act’)) as of the end of the period covered by this report. Based on that evaluation, the company’s Chairman of the Board, President and Chief Executive Officer along with the company’s Chief Financial Officer concluded that the company’s disclosure controls and procedures are effective in timely alerting them to material information relating to the company (including its consolidated subsidiaries) required to be disclosed in the reports the company files and submits under the Exchange Act.

 

(b) Change in Internal Control Over Financial Reporting

 

There have been no changes in the company’s internal controls over financial reporting during the period covered by this report that have materially affected or are reasonably likely to materially affect, the company’s internal control over financial reporting.

 

- 19 -


PART II. OTHER INFORMATION

 

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

 

A. At page 22 of this report is the index for those exhibits required to be filed as a part of this report.

 

B. The company’s report on Form 8-K dated April 21, 2004 reports that the company issued a press release reporting the company’s fourth quarter and year-end fiscal 2004 results of operations.

 

C. The company’s report on Form 8-K/A dated January 16, 2004 and filed on April 22, 2004 reported that the company engaged Deloitte & Touche LLP as its independent accountants to audit the company’s consolidated financial statements for the year ending March 31, 2005. The report also reports that for the two-year period ended March 31, 2004, the company did not have any disagreements with Ernst & Young LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure nor did Ernst & Young’s report on the company’s consolidated financial statements for the two-year period ended March 31, 2004 contain an adverse opinion or disclaimer of opinion. Ernst & Young LLP has been dismissed effective upon the completion of its audit of the company’s consolidated financial statements for the year ended March 31, 2004.

 

- 20 -


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

       

TIDEWATER INC.

(Registrant)

Date: July 28, 2004       /s/    DEAN E. TAYLOR        
        Dean E. Taylor
        Chairman of the Board, President and
        Chief Executive Officer

 

Date: July 28, 2004       /s/    J. KEITH LOUSTEAU        
        J. Keith Lousteau
        Executive Vice President and Chief Financial Officer

 

Date: July 28, 2004       /s/    JOSEPH M. BENNETT        
        Joseph M. Bennett
        Vice President and Principal Accounting Officer

 

- 21 -


EXHIBIT INDEX

 

Exhibit
Number


    
15       Letter re Unaudited Interim Financial Information
31.1    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

- 22 -