Exhibit 99.1

 

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

Monthly Operating Report For the Period

June 1, 2017 to June 30, 2017

 

REQUIRED DOCUMENTS		Form No.		Document Attached		Explanation Attached
Schedule of Cash Receipts and Disbursements		MOR-1
Bank Reconciliation (or copies of debtor’s bank reconciliations)		MOR-1a
Schedule of Cash Disbursements by Legal Entity and Estimated Trustee Fees		MOR-1b
Schedule of Professional Fees Paid		MOR-1c
Copies of bank statements
Cash disbursements journals
Statement of Operations		MOR-2
Balance Sheet		MOR-3
Status of Post-petition Taxes		MOR-4		X
Copies of IRS Form 6123 or payment receipt
Copies of tax returns filed during reporting period
Consolidated Aging of Accounts Payable not Subject to Comprise		MOR-4
Accounts Receivable Reconciliation and Aging		MOR-5
Debtor Questionaire		MOR-5

I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents are true and correct to the best of my knowledge and belief.

 

/s/ Quinn P. Fanning						July 24, 2017
Signature of Authorized Individual*						Date
Quinn P. Fanning						Chief Financial Officer
Printed Name of Authorized Individual						Title of Authorized Individual

 

*	Signatory is duly authorized by the Debtors to sign this monthly operating report.

 

Cover Page

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

General Notes

This Monthly Operating Report (“MOR”) is unaudited and has been prepared solely for the purpose of complying with obligations to provide monthly operating reports currently during these Chapter 11 Cases. The Debtors have prepared this monthly operating report using the best information presently available to them, which has been collected, maintained, and prepared in accordance with their historical accounting practices. This MOR is, thus, true and accurate to the best of the Debtors’ knowledge, information and belief based on current available data. Since the financial statements and supplemental information contained herein are unaudited and preliminary, they might not comply with generally accepted accounting principles in the United States of America (“U.S. GAAP”), or with the requirements of the Securities and Exchange Commission, in all material respects.

Finalization of the month-end close process for June 2017 has not occurred. Financial reporting herein reflects activity recorded in the general ledger of each legal entity during the period June 1, 2017, through June 30, 2017 as of July 18, 2017, which is the date that substantially all financial information was derived from the Company’s systems in order to meet the July 20, 2017 MOR filing deadline with the U.S. Trustee. Thus, the financial information herein does not give effect to all entries associated with the typical month-end close processes. In particular, the monthly allocation entries related to Tidewater’s intercompany revenue distribution, which transfers a portion of a vessel’s revenue from an operating company to the vessel’s owning company have not yet occurred. In addition, certain known journal entries have not yet been posted as they are still pending approval at the time of this MOR. As such, all figures herein are preliminary and subject to adjustments in the normal course of the preparation of internal monthly financial information.

The results of operations contained herein are not necessarily indicative of results which may be expected from any other period or for the full year and may not necessarily reflect the results of operations, financial position and cash flows of the Debtors in the future.

GENERAL:

General Methodology: The Debtors prepared this Monthly Operating Report relying primarily upon the information set forth in their books and records. Consequently, certain transactions that are not identified in the normal course of business in the Debtors’ books and records may not be included in this Monthly Operating Report. Nevertheless, in preparing this Monthly Operating Report, the Debtors made best efforts to supplement the information set forth in their books and records with additional information concerning transactions that may not have been identified therein.

Reservation of Rights: Given the complexity of the Debtors’ business, inadvertent errors, or omissions may have occurred. Accordingly, the Debtors hereby reserve all of their rights to dispute the validity, status, enforceability, or executory nature of any claim amount, representation or other statement in this Monthly Operating Report and reserve the right to amend or supplement this Monthly Operating Report, if necessary.

Liabilities Subject to Compromise (“LSTC”): As a result of the chapter 11 filings, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court approves a chapter 11 plan of reorganization. Accordingly, the ultimate amount of such liabilities is not determinable at this time. Financial Accounting Standards Board Accounting Standards Codification 852, (Reorganizations) (“ASC852”) requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed as claims, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events. Currently, as set forth in the Debtors’ Plan of Reorganization, among the LSTC are bank debt and notes owed by Tidewater Inc., accrued but unpaid interest, a reserve for damages associated with the rejection of sale leaseback agreements, and a reserve for the make-whole provision related to the notes.

Reorganization Items: ASC 852 requires expenses and income directly associated with the chapter 11 filings to be reported separately in the income statement as reorganization items. Reorganization items include expenses related to legal advisory and representation services, other professional consulting and advisory services, debtor-in-possession financing fees and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed as claims.

Cash Management: The Debtors utilize a centralized cash management system (the “Cash Management System”) to operate their businesses in the ordinary course. The Cash Management System has several main components: (i) cash collection, including the collection of payments made to the Debtors and certain Non-Debtor Affiliates from revenue generated in the ordinary course of business; (ii) cash transfers among the Debtors and Non-Debtor Affiliates; and (iii) cash disbursements that fund the Debtors’ and Non-Debtor Affiliates’ business operations and debt obligations.

The Cash Management System is comprised of 133 bank accounts (each, a “Bank Account” and, collectively, the “Bank Accounts”) maintained at various banks (each, a “Bank” and, collectively, the “Banks”) in the United States (25 Bank Accounts, of which 20 are owned by Debtors) and internationally (108 Bank Accounts). Funds are transferred between Debtor and Non-Debtor Affiliate Bank Accounts in the ordinary course of business to satisfy accounts payable, including taxes, employee payroll, and other important operational expenses.

Collections: Tidewater Inc.’s senior management is primarily responsible for administration of the Cash Management System. Accordingly, Tidewater Inc. serves as the “central banker” and collects revenue generated by the Debtors and certain Non-Debtor Affiliates, which funds are deposited into a Bank Account ending in 7517 (the “Global Master Account”) owned by Tidewater Inc. and maintained at JPMorgan Chase Bank (“JPM”). Although administration of the Cash Management System is ultimately subject to the control of the management of Tidewater Inc., several of the Debtor and Non-Debtor Affiliates maintain control over the administration of their own deposit accounts.

Disbursements: Funds required to pay the Debtors’ operational expenses are transferred from the Global Master Account: (i) directly to the ultimate payee; (ii) to other Bank Accounts owned by Tidewater Inc.; or (iii) Bank accounts owned by Tidewater Marine, L.L.C., a Debtor operating subsidiary.

Intercompany Transactions: Intercompany transactions occur when, among other things, (i) funds are transferred between and among the Debtors and the Non-Debtor Affiliates, (ii) customers of Non-Debtor Affiliates make payments directly to Tidewater Inc., and (iii) Tidewater Inc. settles liabilities on behalf of Non-Debtors Affiliates. All Intercompany Transactions between Tidewater Inc. and any Non-Debtor Affiliate are ultimately aggregated into a single Intercompany Claim between Tidewater Inc. and Non-Debtor Affiliate Tidewater Marine International, Inc.

 

GENERAL NOTES

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

Notes to MOR Forms

Notes to MOR 1a - Bank Reconciliations:

All of the Debtors’ bank balances as of June 30, 2017 have been reconciled in an accurate and timely manner, or are in the process of being reconciled in accordance with the Debtor’s policies with respect to internal controls.

Notes to MOR-1b - Schedule of Disbursements by Legal Entity:

Debtors have, on a timely basis, disbursed approximately $34.3 million for postpetition amounts and prepetition amounts payable under one or more orders entered by the Bankruptcy Court for the period of June 1, 2017 through June 30, 2017. Due to their voluminous nature, in lieu of providing copies of the cash disbursements schedules in this MOR, such copies are available for inspection upon request by the Office of the United States Trustee.

Notes to MOR-2 (Statement of Operations) and MOR-3 (Balance Sheet):

In June 2017, the Debtors recorded incremental liabilities subject to compromise and reorganization items for estimated unliquidated damage claims associated with rejecting the sale leaseback agreements ($323.6mm), and estimated claims of unsecured noteholders associated with the make-whole provision on the notes ($94.7mm).

Notes to MOR-4 - Status of Post-Petition Taxes:

All of the Debtors have filed all necessary federal, state and local tax returns and have timely made (or are in the process of remediating any immatetial late filings or payments) all related required post-petition tax payments.

 

MOR NOTES

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-1: CONSOLIDATED STATEMENT OF CASH FLOWS

($ in Thousands)

 

		June 1, 2017 to June 30, 2017
		Operating Cash				Other (1)				Total
Beginning Cash Balance - Debtors		$	847			$	17,802			$	18,649
Total Cash Receipts			27,652				—				27,652
Debtor Cash Disbursements re: Debtor Liabilities			(7,382	)			—				(7,382	)
Debtor Cash Disbursements re: Non-Debtor Liabilities			(7,884	)			—				(7,884	)
Total Cash Disbursements			(15,266	)			—				(15,266	)
Debtors’ Net Cash Flow			12,386				—				12,386
Transfers-in from Non-Debtors			5,080				—				5,080	(2)
Transfers-out to Non-Debtors			(19,033	)			—				(19,033	)(3)
Journal Entries Pending Finalization			751				—				751	(4)
Net Intercompany Transfer Activity			(13,202	)			—				(13,202	)
Ending Cash Balance - Debtors		$	31			$	17,802			$	17,833
Memo: Build up of Consolidated Cash Balances
Ending Cash Balance - Debtors (per above)										$	17,833
Plus: Operating Cash at Non-Debtors, End of Period											37,848
Plus: Cash & Equivalents at Non-Debtor Tidewater Marine International, Inc.											646,625
Adj. Ending Cash Balance - Combined Debtors & Non-Debtors										$	702,306

Notes:

 

1)	Cash and securities for the Supplemental Executive Retirement Plan (SERP) and Supplemental Savings Plan (SSP) and cash security for letters of credit.

2)	Primarily from bank accounts in Saudi Arabia.

3)	Primarily to Tidewater Crewing Ltd. (payroll) and various other Non-Debtor entities.

4)	As of the time of this MOR various significant steps in the month-end close process have not yet been completed.

 

MOR-1

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-1a: BANK RECONCILIATIONS

($ Whole)

 

DEBTOR		BANK NAME		Account Description		Acct Number (last 4 digits only)				GL Balance
Tidewater Inc.		JPMorgan Chase		Funding (Global Master Account)			7517			$	(88,582	)(1)
Tidewater Inc.		JPMorgan Chase		L/C Security Account / Deposit Account			7808			$	2,000,538
Tidewater Inc.		JPMorgan Chase		Distribution Account			3440			$	—
Tidewater Inc.		JPMorgan Chase		Payroll Tax Account			1694			$	18,828
Tidewater Inc.		Bank of America Merrill Lynch		Equity Award Account			2396			$	3,347
Tidewater Marine, L.L.C.		JPMorgan Chase		Payroll Account			1128			$	—
Tidewater Inc.		Whitney National Bank		Payroll Account			8342			$	64,161
Tidewater Inc.		JPMorgan Chase		Utility Adequate Assurance Account			9951			$	33,075
Tidewater Marine International Dutch Holdings, L.L.C.		JPMorgan Chase		Legal Requirement			5233			$	—
Tidewater Inc.		JPMorgan Chase		Political Action Committee			4000			$	—
Tidewater Inc.		Northern Trust		L/C Security Account			2838			$	1,060,561
Tidewater Inc.		Bank of America, N.A.		SSP Account			6D34			$	6,018,659
Tidewater Inc.		Comerica & UBS		SERP Account			Various (8 accounts)			$	8,722,754	(2)(3)
Total Cash Balance - Debtors										$	17,833,341
Memo: Reconciliation to Operating Cash at Debtors
Total Cash Balance - Debtors (per above)										$	17,833,341
Less: L/C Security Account (included in A_7808 above)											(2,000,000	)
Less: L/C Security Account (A_2838 above)											(1,060,561	)
Less: SSP (per above)											(6,018,659	)
Less: SERP (per above)											(8,722,754	)
Operating Cash at Debtors (per MOR-1)										$	31,367
Memo: Build up of Consolidated Cash Balances
Operating Cash at Debtors (per MOR-1)										$	31,367
Plus: Restricted Cash at Debtors											17,801,974
Total Cash Balance - Debtors (per above)											17,833,341
Plus: Operating Cash at Non-Debtors, End of Period											37,848,299
Plus: Cash & Equivalents at Non-Debtor Tidewater Marine International, Inc.											646,624,582
Adj. Ending Cash Balance - Combined Debtors & Non-Debtors										$	702,306,221

Notes

 

1)	Negative balance reflects the impact of timing-related float differences between internal financial reporting on the general ledger and bank reporting.

2)	Certain cash accounts may include marketable securities considered to be cash equivalents.

3)

The dollar amount reflecting the value of investments in the Debtors’ Supplemental Executive Retirement Plan (“SERP”) is reported in a single general ledger line item. However, the amount is comprised of eight (8) accounts at Comerica (2 accounts) and UBS (6 accounts). SERP Accounts at Comerica include accounts ending 2042 and 2051. SERP Accounts at UBS include accounts ending in 2146, 2102, 2103, 2104, 2114, 2117.

 

MOR-1a

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-1b: SCHEDULE OF DISBURSEMENTS BY LEGAL ENTITY

 

#		Debtor Entity		Bankruptcy Case Number		Disbursements
1		Cajun Acquisitions, LLC		17-11135 (BLS)		$	—
2		Gulf Fleet Supply Vessels, L.L.C.		17-11136 (BLS)		$	14,100
3		Hilliard Oil & Gas, Inc.		17-11141 (BLS)		$	—
4		Java Boat Corporation		17-11137 (BLS)		$	—
5		Pan Marine International Dutch Holdings, L.L.C.		17-11140 (BLS)		$	—
6		Point Marine, L.L.C.		17-11144 (BLS)		$	—
7		Quality Shipyards, L.L.C.		17-11143 (BLS)		$	—
8		SOP Inc		17-11139 (BLS)		$	—
9		Tidewater Corporate Services, L.L.C.		17-11134 (BLS)		$	—
10		Tidewater GOM, Inc.		17-11152 (BLS)		$	—
11		Tidewater Inc.		17-11132 (BLS)		$	32,510,799
12		Tidewater Marine Alaska, Inc		17-11142 (BLS)		$	—
13		Tidewater Marine Fleet, LLC		17-11154 (BLS)		$	136,262
14		Tidewater Marine Hulls, LLC		17-11157 (BLS)		$	—
15		Tidewater Marine International Dutch Holdings, L.L.C.		17-11147 (BLS)		$	—
16		Tidewater Marine Sakhalin, L.L.C.		17-11146 (BLS)		$	—
17		Tidewater Marine Ships, LLC		17-11155 (BLS)		$	—
18		Tidewater Marine Vessels, LLC		17-11158 (BLS)		$	—
19		Tidewater Marine Western, Inc.		17-11133 (BLS)		$	—
20		Tidewater Marine, L.L.C.		17-11138 (BLS)		$	1,603,848
21		Tidewater Mexico Holding, L.L.C.		17-11145 (BLS)		$	—
22		Tidewater Subsea ROV, L.L.C.		17-11156 (BLS)		$	—
23		Tidewater Subsea, L.L.C.		17-11151 (BLS)		$	12,852
24		Tidewater Venture, Inc.		17-11149 (BLS)		$	—
25		Twenty Grand (Brazil), L.L.C.		17-11148 (BLS)		$	—
26		Twenty Grand Marine Service, L.L.C.		17-11150 (BLS)		$	21,292
27		Zapata Gulf Marine L.L.C.		17-11153 (BLS)		$	313
		Total				$	34,299,465

Notes

 

1)	Disbursements by Tidewater Inc. relate to obligations of both the Debtor and Non-Debtor entities of the Company.

2)	Disbursements from Debtor #2, #6, #23, #26, and #27 above were made from bank accounts owned by Tidewater Inc. (#11) or Tidewater Marine, L.L.C. (#20) in accordance with the cash management system.

 

MOR-1b

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR 1c: SCHEDULE OF RETAINED PROFESSIONALS FEES AND EXPENSES PAID

($ Whole)

 

Role in the Case

Period Covered

Payment Date(s)

Amount Paid

Case-To-Date

Payee

Total

Total

None

Total

$

—

$

—

 

MOR-1c

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-2 STATEMENTS OF OPERATIONS (Income Statements)

For the Period from June 1, 2017 through June 30, 2017

($ Whole)

 

		Cajun Acquisitions, LLC				Gulf Fleet Supply Vessels, L.L.C.				Hilliard Oil & Gas, Inc.				Java Boat Corporation				Pan Marine International Dutch Holdings, L.L.C.				Point Marine, L.L.C.
Revenue			—				—				—				—				—				—
Vessel operating expense			—				10,442				—				—				—				6,713
General and administrative			—				—				—				—				—				—
Vessel operating leases			—				—				—				—				—				—
Depreciation and amortization			—				304,385				—				—				—				232,310
(Gain)/loss on asset dispositions			—				—				—				—				—				—
Asset impairments			—				—				—				—				—				—
Operating Expenses			—				314,827				—				—				—				239,024
Other (income)/expense:			—				—				—				—				—				—
Foreign exchange gain/loss			—				—				—				—				—				—
Interest and other income			—				(709,209	)			—				—				—				(346,969	)
Interest and debt costs			—				—				—				—				—				—
Reorganization items			—				—				—				—				—				—
Other (income)/expense			—				(709,209	)			—				—				—				(346,969	)
Loss before income tax			—				394,383				—				—				—				107,945
Income Tax			—				5,103				—				—				—				—
Net income attributable to noncontrolling interests			—				—				—				—				—				—
Net income (loss) attributable to Tidewater Inc.			—				389,279				—				—				—				107,945

Notes

 

1)	All information contained herein is unaudited and subject to future adjustment.

2)	Amounts included in the statement of operations represent activity recorded in each legal entity’s general ledger during the period June 1, 2017, through June 30, 2017, and are preliminary and subject to adjustments in the normal course of the preparation of internal monthly financial information.

3)

For some debtor entities, revenue shown above is $0 or otherwise understated because significant steps in the month-end close process have not yet been completed at the time of this MOR. In particular, the monthly allocations related to Tidewater’s intercompany revenue distribution which transfers a portion of a vessel’s revenue from its operating company to the vessel’s owing company have not yet occurred.

4)	Reorganization items are primarily comprised of the claims reserve associated with rejected sale leaseback agreements and the make-whole provision on the unsecured notes. Also included are professional fees during the period associated with the Debtors’ chapter 11 cases.

 

MOR-2

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-2 STATEMENTS OF OPERATIONS (Income Statements)

For the Period from June 1, 2017 through June 30, 2017

($ Whole)

 

		Quality Shipyards, L.L.C.				SOP Inc.				Tidewater Corporate Services, L.L.C.				Tidewater GOM, Inc.				Tidewater Inc.				Tidewater Marine Alaska, Inc
Revenue			—				—				—				—				—				—
Vessel operating expense			—				—				—				15,712				54				—
General and administrative			—				—				—				—				2,595,172				—
Vessel operating leases			—				—				—				—				—				—
Depreciation and amortization			—				—				—				295,128				164,395				—
(Gain)/loss on asset dispositions			—				—				—				—				—				—
Asset impairments			—				—				—				—				—				—
Operating Expenses			—				—				—				310,840				2,759,622				—
Other (income)/expense:			—				—				—				—				—				—
Foreign exchange gain/loss			—				—				—				—				18,207				—
Interest and other income			(2,029	)			—				—				(792,931	)			9,091,796				—
Interest and debt costs			—				—				—				—				(93,419	)			—
Reorganization items			—				—				—				—				418,499,803				—
Other (income)/expense			(2,029	)			—				—				(792,931	)			427,516,386				—
Loss before income tax			2,029				—				—				482,092				(430,276,008	)			—
Income Tax			—				—				—				—				—				—
Net income attributable to noncontrolling interests			—				—				—				—				—				—
Net income (loss) attributable to Tidewater Inc.			2,029				—				—				482,092				(430,276,008	)			—

 

MOR-2

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-2 STATEMENTS OF OPERATIONS (Income Statements)

For the Period from June 1, 2017 through June 30, 2017

($ Whole)

 

		Tidewater Marine Fleet, LLC				Tidewater Marine Hulls, LLC				Tidewater Marine International Dutch Holdings, L.L.C.				Tidewater Marine Sakhalin, L.L.C.				Tidewater Marine Ships, LLC				Tidewater Marine Vessels, LLC
Revenue			—				(266,545	)			—				—				—				—
Vessel operating expense			16,476				11,943				—				—				111,814				14,501
General and administrative			—				—				—				—				—				—
Vessel operating leases			—				—				—				—				—				—
Depreciation and amortization			687,073				409,400				—				—				463,569				700,130
(Gain)/loss on asset dispositions			—				—				—				—				—				—
Asset impairments			—				—				—				—				—				—
Operating Expenses			703,549				421,342				—				—				575,382				714,631
Other (income)/expense:			—				—				—				—				—				—
Foreign exchange gain/loss			(178	)			54				—				—				—				—
Interest and other income			(1,639,747	)			(1,082,463	)			—				—				(1,064,470	)			(1,507,275	)
Interest and debt costs			—				—				—				—				—				—
Reorganization items			—				—				—				—				—				—
Other (income)/expense			(1,639,926	)			(1,082,408	)			—				—				(1,064,470	)			(1,507,275	)
Loss before income tax			936,376				394,521				—				—				489,088				792,644
Income Tax			—				—				—				—				—				—
Net income attributable to noncontrolling interests			—				—				—				—				—				—
Net income (loss) attributable to Tidewater Inc.			936,376				394,521				—				—				489,088				792,644

 

MOR-2

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-2 STATEMENTS OF OPERATIONS (Income Statements)

For the Period from June 1, 2017 through June 30, 2017

($ Whole)

 

		Tidewater Marine Western, Inc.				Tidewater Marine, L.L.C.				Tidewater Mexico Holding, L.L.C.				Tidewater Subsea ROV, L.L.C.				Tidewater Subsea, L.L.C.				Tidewater Venture, Inc.
Revenue			—				2,957,343				—				46,138				104,370				—
Vessel operating expense			—				1,622,862				—				—				23,140				—
General and administrative			—				398,887				—				—				118,849				—
Vessel operating leases			—				261,442				—				—				—				—
Depreciation and amortization			—				20,070				—				116,226				—				—
(Gain)/loss on asset dispositions			—				—				—				—				—				—
Asset impairments			—				—				—				—				—				—
Operating Expenses			—				2,303,262				—				116,226				141,989				—
Other (income)/expense:			—				—				—				—				—				—
Foreign exchange gain/loss			—				(1,811	)			—				—				—				—
Interest and other income			—				(317,692	)			—				(92,012	)			(5,736	)			—
Interest and debt costs			—				—				—				—				—				—
Reorganization items			—				—				—				—				—				—
Other (income)/expense			—				(319,503	)			—				(92,012	)			(5,736	)			—
Loss before income tax			—				973,584				—				21,923				(31,883	)			—
Income Tax			—				—				—				—				—				—
Net income attributable to noncontrolling interests			—				—				—				—				—				—
Net income (loss) attributable to Tidewater Inc.			—				973,584				—				21,923				(31,883	)			—

 

MOR-2

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-2 STATEMENTS OF OPERATIONS (Income Statements)

For the Period from June 1, 2017 through June 30, 2017

($ Whole)

 

		Twenty Grand (Brazil), L.L.C.				Twenty Grand Marine Service, L.L.C.				Zapata Gulf Marine L.L.C.				Total Debtor				Total Non-Debtor				Consolidated
Revenue			—				—				—				2,841,306				25,074,480				27,915,786
Vessel operating expense			—				2,879				8,886				1,845,421				23,681,120				25,526,541
General and administrative			—				1,298				—				3,114,207				3,756,919				6,871,126
Vessel operating leases			—				—				—				261,442				544,536				805,978
Depreciation and amortization			—				94,450				68,127				3,555,263				8,467,435				12,022,698
(Gain)/loss on asset dispositions			—				—				—				—				(18,273	)			(18,273	)
Asset impairments			—				—				—				—				—				—
Operating Expenses			—				98,627				77,013				8,776,333				36,431,736				45,208,069
Other (income)/expense:			—				—				—												—
Foreign exchange gain/loss			—				—				—				16,272				379,422				395,694
Interest and other income			—				(1,029,600	)			(161,607	)			340,055				(8,909,990	)			(8,569,935	)
Interest and debt costs			—				—				—				(93,419	)			1,115,375				1,021,956
Reorganization items			—				—				—				418,499,803				—				418,499,803
Other (income)/expense			—				(1,029,600	)			(161,607	)			418,762,711				(7,415,193	)			411,347,518
Loss before income tax			—				930,973				84,594				(424,697,738	)			(3,942,063	)			(428,639,801	)
Income Tax			—				—				2,178				7,281				1,400,298				1,407,579
Net income attributable to noncontrolling interests			—				—				—				—				—				—
Net income (loss) attributable to Tidewater Inc.			—				930,973				82,416				(424,705,020	)			(5,342,361	)			(430,047,381	)

 

MOR-2

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-3 BALANCE SHEETS

As at June 30, 2017

($ Whole)

 

		Cajun Acquisitions, LLC				Gulf Fleet Supply Vessels, L.L.C.				Hilliard Oil & Gas, Inc.				Java Boat Corporation				Pan Marine International Dutch Holdings, L.L.C.				Point Marine, L.L.C.
ASSETS
Current Assets:
Cash			—				—				—				—				—				—
Marketable Securities			—				—				—				—				—				—
Other Current Assets			—				(19,019	)			—				—				—				204,864
Total Current Assets			—				(19,019	)			—				—				—				204,864
Investment Accounts			—				—				—				—				—				—
Fixed Asset Accounts			—				72,935,909				—				—				—				35,341,288
Other Asset Accounts			—				—				—				—				—				—
Total Assets			—				72,916,890				—				—				—				35,546,152
LIABILITIES
Current Liabilities			—				(345,098	)			—				—				—				(175,979	)
Long Term Debt			—				—				—				—				—				—
Liabilities Subject to Compromise			—				—				—				—				—				—
Other Liabilities			—				—				—				—				—				—
Total Liabilities			—				(345,098	)			—				—				—				(175,979	)
EQUITY & INTERCOMPANY ACCOUNTS
Noncontrolling Interest			—				—				—				—				—				—
Capital Stock			—				(276,775	)			—				—				(100	)			(1,100	)
Additional Paid in Capital			—				(79,066,038	)			—				—				—				(3,339,507	)
Retained Earnings			—				(90,797,621	)			—				1,052,751				—				(75,507,519	)
Current Retained Earnings			—				(22,911,644	)			—				—				—				(22,967,876	)
Other Comprehensive Income			—				—				—				—				—				—
Interco Receivable (Payable)			—				107,447,686				—				(1,052,751	)			100				66,445,828
Investment in Subsidiaries			—				13,014,249				—				—				—				—
Cumul. Currency Translation Adjustment			—				18,351				—				—				—				—
Other Equity			—				—				—				—				—				—
Total Equity & Intercompany Accounts			—				(72,571,792	)			—				—				—				(35,370,173	)
Total Liabilities and Shareholders Equity			—				(72,916,890	)			—				—				—				(35,546,152	)

Notes

 

1)	All information contained herein is unaudited and subject to future adjustment

2)

As a result of the commencement of these chapter 11 Cases, the payment of pre-petition indebtedness is subject to compromise or other treatment under a chapter 11 plan of reorganization. The Bankruptcy Court authorized the Debtors to pay certain prepetition claims, including but not limited to, taxes and vendor claims. The Debtors have been paying and intend to continue to pay undisputed post-petition claims arising in the ordinary course of business.

3)	Currently, as set forth in the Debtors’ Plan of Reorganization, among the liabilities subject to compromise are bank debt and notes held at Tidewater Inc., a reserve for damages associated with the rejection of sale leaseback agreements and a reserve for the make whole provision on the notes.

4)

The liability information is listed as of the close of business as of the end of the month. Accordingly, the Debtors reserve all rights to amend, supplement or otherwise modify this Monthly Operating Report as necessary and appropriate, but shall be under no obligation to do so. The Debtors have paid certain prepetition liabilities in accordance with orders approved by the Bankruptcy Court authorizing such payments.

 

MOR-3

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-3 BALANCE SHEETS

As at June 30, 2017

($ Whole)

 

		Quality Shipyards, L.L.C.				SOP Inc.				Tidewater Corporate Services, L.L.C.				Tidewater GOM, Inc.				Tidewater Inc.				Tidewater Marine Alaska, Inc
ASSETS
Current Assets:
Cash			—				—				—				—				29,958				—
Marketable Securities			—				—				—				—				—				—
Other Current Assets			210,060				—				—				0				30,260,754				—
Total Current Assets			210,060				—				—				0				30,290,712				—
Investment Accounts			—				—				—				—				—				—
Fixed Asset Accounts			—				—				—				81,796,716				4,870,785				—
Other Asset Accounts			—				—				—				—				57,923,402				—
Total Assets			210,060				—				—				81,796,716				93,084,899				—
LIABILITIES
Current Liabilities			(280,824	)			—				—				—				(20,819,730	)			—
Long Term Debt			—				—				—				—				—				—
Liabilities Subject to Compromise			—				—				—				—				(2,397,105,343	)			—
Other Liabilities			—				—				—				—				(89,421,333	)			—
Total Liabilities			(280,824	)			—				—				—				(2,507,346,407	)			—
EQUITY & INTERCOMPANY ACCOUNTS
Noncontrolling Interest			—				—				—				—				—				—
Capital Stock			(28,280	)			—				—				—				(4,712,130	)			(6,050	)
Additional Paid in Capital			(25,139	)			—				—				(100	)			10,869,251				(16,296,604	)
Retained Earnings			5,184,633				—				11,173				5,011,920				257,942,198				(7,329,334	)
Current Retained Earnings			—				—				—				(317,980	)			434,030,225				—
Other Comprehensive Income			—				—				—				—				316,365				—
Interco Receivable (Payable)			(5,060,450	)			—				(11,173	)			(86,490,556	)			837,749,063				23,631,988
Investment in Subsidiaries			—				—				—				—				878,066,537				—
Cumul. Currency Translation Adjustment			—				—				—				—				—				—
Other Equity			—				—				—				—				—				0
Total Equity & Intercompany Accounts			70,764				—				—				(81,796,716	)			2,414,261,508				0
Total Liabilities and Shareholders Equity			(210,060	)			—				—				(81,796,716	)			(93,084,899	)			0

 

MOR-3

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-3 BALANCE SHEETS

As at June 30, 2017

($ Whole)

 

		Tidewater Marine Fleet, LLC				Tidewater Marine Hulls, LLC				Tidewater Marine International Dutch Holdings, L.L.C.				Tidewater Marine Sakhalin, L.L.C.				Tidewater Marine Ships, LLC				Tidewater Marine Vessels, LLC
ASSETS
Current Assets:
Cash			—				—				—				—				—				—
Marketable Securities			—				—				—				—				—				—
Other Current Assets			423,463				(58,160	)			—				—				(182,185	)			203,196
Total Current Assets			423,463				(58,160	)			—				—				(182,185	)			203,196
Investment Accounts			—				—				—				—				—				—
Fixed Asset Accounts			168,574,278				111,538,934				—				—				110,156,600				154,926,322
Other Asset Accounts			—				—				—				—				—				—
Total Assets			168,997,741				111,480,774				—				—				109,974,415				155,129,518
LIABILITIES
Current Liabilities			(582,152	)			(78,796	)			—				—				—				(867,116	)
Long Term Debt			—				—				—				—				—				—
Liabilities Subject to Compromise			—				—				—				—				—				—
Other Liabilities			—				—				—				—				—				—
Total Liabilities			(582,152	)			(78,796	)			—				—				—				(867,116	)
EQUITY & INTERCOMPANY ACCOUNTS
Noncontrolling Interest			—				—				—				—				—				—
Capital Stock			(100	)			(100	)			(100	)			(1,000	)			(100	)			(100	)
Additional Paid in Capital			—				—				—				—				—				—
Retained Earnings			(18,225,278	)			(15,402,624	)			—				—				(16,397,538	)			(16,625,941	)
Current Retained Earnings			(479,586	)			819,157				—				—				570,624				1,499,176
Other Comprehensive Income			—				—				—				—				—				—
Interco Receivable (Payable)			(149,710,625	)			(96,818,412	)			100				1,000				(94,147,402	)			(139,135,536	)
Investment in Subsidiaries			—				—				—				—				—				—
Cumul. Currency Translation Adjustment			—				—				—				—				—				—
Other Equity			—				—				—				—				—				—
Total Equity & Intercompany Accounts			(168,415,589	)			(111,401,979	)			—				—				(109,974,415	)			(154,262,402	)
Total Liabilities and Shareholders Equity			(168,997,741	)			(111,480,774	)			—				—				(109,974,415	)			(155,129,518	)

 

MOR-3

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-3 BALANCE SHEETS

As at June 30, 2017

($ Whole)

 

		Tidewater Marine Western, Inc.				Tidewater Marine, L.L.C.				Tidewater Mexico Holding, L.L.C.				Tidewater Subsea ROV, L.L.C.				Tidewater Subsea, L.L.C.				Tidewater Venture, Inc.
ASSETS
Current Assets:
Cash			—				1,407				—				—				—				—
Marketable Securities			—				—				—				—				—				—
Other Current Assets			—				8,214,174				—				220,815				662,639				—
Total Current Assets			—				8,215,581				—				220,815				662,639				—
Investment Accounts			—				—				—				—				—				—
Fixed Asset Accounts			—				5,466,830				—				9,188,879				—				—
Other Asset Accounts			—				30,323,564				—				—				—				—
Total Assets			—				44,005,975				—				9,409,694				662,639				—
LIABILITIES
Current Liabilities			250				(1,997,609	)			—				—				(412,521	)			—
Long Term Debt			—				—				—				—				—				—
Liabilities Subject to Compromise			—				—				—				—				—				—
Other Liabilities			—				—				—				—				—				—
Total Liabilities			250				(1,997,609	)			—				—				(412,521	)			—
EQUITY & INTERCOMPANY ACCOUNTS
Noncontrolling Interest			—				—				—				—				—				—
Capital Stock			—				(1,100	)			—				—				(100	)			(100	)
Additional Paid in Capital			—				(900	)			(386,153	)			—				—				—
Retained Earnings			(39,336,578	)			(183,364,553	)			3,762				16,865,974				19,092,609				296
Current Retained Earnings			—				856,011				—				210,013				9,403				—
Other Comprehensive Income			—				—				—				—				—				—
Interco Receivable (Payable)			39,337,328				111,267,443				(3,762	)			(26,485,681	)			(19,352,030	)			(196	)
Investment in Subsidiaries			(1,000	)			29,234,733				386,153				—				—				—
Cumul. Currency Translation Adjustment			—				—				—				—				—				—
Other Equity			—				—				(0	)			—				(0	)			—
Total Equity & Intercompany Accounts			(250	)			(42,008,366	)			(0	)			(9,409,694	)			(250,118	)			—
Total Liabilities and Shareholders Equity			(0	)			(44,005,975	)			(0	)			(9,409,694	)			(662,639	)			—

 

MOR-3

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-3 BALANCE SHEETS

As at June 30, 2017

($ Whole)

 

		Twenty Grand (Brazil), L.L.C.				Twenty Grand Marine Service, L.L.C.				Zapata Gulf Marine L.L.C.				Total Debtor				Total Non-Debtor				Consolidated
ASSETS
Current Assets:
Cash			—				—				—				31,365				37,848,299				37,879,664
Marketable Securities			—				—				—				—				646,624,582				646,624,582
Other Current Assets			—				1,669,187				6,608,446				48,418,235				381,663,576				430,081,811
Total Current Assets			—				1,669,187				6,608,446				48,449,600				1,066,136,456				1,114,586,056
Investment Accounts			—				—				—				—				49,158,315				49,158,315
Fixed Asset Accounts			—				56,478,219				10,117,658				821,392,418				2,001,531,238				2,822,923,656
Other Asset Accounts			—				48,666,335				8,625,000				145,538,301				(12,680,842	)			132,857,459
Total Assets			—				106,813,741				25,351,104				1,015,380,318				3,104,145,167				4,119,525,486
LIABILITIES
Current Liabilities			—				(173,599	)			(1,548,620	)			(27,281,795	)			3,416,196				(23,865,598	)
Long Term Debt			—				—				—				—				(75,078,530	)			(75,078,530	)
Liabilities Subject to Compromise			—				—				—				(2,397,105,343	)			(2,775,253	)			(2,399,880,596	)
Other Liabilities			—				—				—				(89,421,333	)			(239,743,420	)			(329,164,753	)
Total Liabilities			—				(173,599	)			(1,548,620	)			(2,513,808,471	)			(314,181,007	)			(2,827,989,478	)
EQUITY & INTERCOMPANY ACCOUNTS
Noncontrolling Interest			—				—				—				—				(14,941,336	)			(14,941,336	)
Capital Stock			(1,000	)			(2,210	)			(8,373,053	)			(13,403,498	)			8,691,368				(4,712,130	)
Additional Paid in Capital			—				(2,472,326	)			(492,441,986	)			(583,159,500	)			417,643,355				(165,516,146	)
Retained Earnings			—				(168,246,704	)			227,829,617				(98,238,758	)			(1,377,090,343	)			(1,475,329,101	)
Current Retained Earnings			—				(33,271,916	)			(23,072,542	)			334,973,066				23,862,525				358,835,591
Other Comprehensive Income			—				—				—				316,365				—				316,365
Interco Receivable (Payable)			1,000				99,429,981				234,850,937				901,893,881				(901,893,881	)			0
Investment in Subsidiaries			—				(2,076,967	)			37,404,543				956,028,247				(956,028,246	)			0
Cumul. Currency Translation Adjustment			—				—				—				18,351				9,792,398				9,810,749
Other Equity			—				—				—				(0	)			—				(0	)
Total Equity & Intercompany Accounts			—				(106,640,142	)			(23,802,483	)			1,498,428,153				(2,789,964,161	)			(1,291,536,008	)
Total Liabilities and Shareholders Equity			—				(106,813,741	)			(25,351,104	)			(1,015,380,318	)			(3,104,145,167	)			(4,119,525,485	)

 

MOR-3

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-4 Status of Post-Petition Taxes

 

FEDERAL

Beginning Tax Liability

Amount Withheld or Accrued

Amount Paid

Date Paid

Check No. or EFT

Ending Tax Liability

See attached rider at MOR-4 Rider

MOR-4: SUMMARY OF UNPAID POST PETITION DEBTS

($ Whole)

 

						NUMBER OF DAYS PAST DUE
Debtor Name		Current				1-30				31-60				Over 60				Total
Tidewater Inc.		$	578,271			$	117,181			$	17,801			$	—			$	713,253
Total		$	578,271			$	117,181			$	17,801			$	—			$	713,253

Notes:

 

1)	Unpaid post-petition debts reflect open trade accounts payable to be paid for by Debtors on behalf of Debtors.

 

MOR-4

---

UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-4 Rider: Payments of Taxes

($ Whole)

 

Debtor		Paying Entity				Payee				Type of Tax		Date Paid		Check#/Wire		Total Paid				Pre-petition				Post-petition
Tidewater Marine LLC			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/1/17		61036013437506		$	1,012			$	127			$	886
Tidewater Marine LLC			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/8/17		61036015010181		$	49,672			$	6,209			$	43,463
Tidewater Marine LLC			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/16/17		61036018556648		$	769			$	—			$	769
Tidewater Marine LLC			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/23/17		61036017004978		$	49,861			$	—			$	49,861
Tidewater Marine LLC			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/28/17		61036010174987		$	84			$	—			$	84
Tidewater Inc			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/1/17		61036013437507		$	30,567			$	3,821			$	26,746
Tidewater Inc			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/16/17		61036018556646		$	30,270			$	—			$	30,270
Tidewater Inc			Tidewater Inc.				U.S. Treasury			FICA and FMHI		6/19/17		61036018699141		$	25,127			$	—			$	25,127

 

MOR-4 Rider

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UNITED STATES BANKRUPTCY COURT
District of Delaware
In re: Tidewater Inc., et. al.		Case No. (Jointly Administered)		17-11132 (BLS)
Debtors		Reporting Period:		June 2017
		Federal Tax I.D. #		72-0487776

 

MOR-5: ACCOUNTS RECEIVABLE RECONCILIATION AND AGING

($ Whole)

 

		DAYS PAST INVOICE DATE
Debtor Name		0-30				31-60				Over 60				Total
Tidewater Inc.		$	16,101			$	13,205			$	1,337			$	30,643
Tidewater Marine, LLC			3,311,340				2,265,892				236,511				5,813,743
Tidewater Subsea LLC			299,397				0				37,349				336,746
Twenty Grand Marine Service, L.L.C. (1)			—				—				1,525,486				1,525,486
Total Trade Accounts Receivable - Debtors		$	3,626,838			$	2,279,097			$	1,800,683			$	7,706,617

Notes:

 

1)	Primarily relates to disputed warranty claims.

MOR-5: DEBTOR QUESTIONNAIRE

 

Must be completed each month		Yes		No
1. Have any assets been sold or transferred outside the normal course of business this reporting period? If yes, provide an explanation below.				X
2. Have any funds been disbursed from any account other than a debtor in possession account this reporting period? If yes, provide an explanation below.		X
3. Have all post petition tax returns been timely filed? If no, provide an explanation below.		X
4. Are workers compensation, general liability and other necessary insurance coversages in effect? If no, provide an explanation below.		X
5. Has any bank account been opened during the reporting period? If yes, provide documentation identifying the opened account(s). If an investment account has been opened provide the required documentation pursuant to the Delaware Local Rule 4001-3. (1)				X

Explanations for MOR-5: Debtor Questionnaire

 

1)	None required.

2)	In accordance with the Company’s cash management system, funds are disbursed in the normal course of business from accounts owned by both the debtors-in-possession and non-debtors.

3)	None required.

4)	None required.

5)	None required.

 

MOR-5