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STOCKHOLDERS' EQUITY AND DILUTIVE EQUITY INSTRUMENTS
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
STOCKHOLDERS' EQUITY AND DILUTIVE EQUITY INSTRUMENTS

(5)

STOCKHOLDERS' EQUITY AND DILUTIVE EQUITY INSTRUMENTS

Accumulated Other Comprehensive Income (Loss) (OCI)

 

The changes in accumulated other comprehensive income (loss) by component, net of tax, for the three and six months ended June 30, 2020 and 2019 are as follows:

 

 

 

Three months ended June 30, 2020

 

 

Three months ended June 30, 2019

 

 

 

Balance

 

 

Gains/(losses)

 

 

 

 

Remaining

 

 

Balance

 

 

Gains/(losses)

 

 

 

Remaining

 

 

 

at

 

 

recognized

 

 

 

 

balance

 

 

at

 

 

recognized

 

 

 

balance

 

(In thousands)

 

3/31/20

 

 

in OCI

 

 

 

 

6/30/20

 

 

3/31/2019

 

 

in OCI

 

 

 

6/30/19

 

Pension benefits

 

$

133

 

 

 

448

 

 

 

 

 

581

 

 

$

2,194

 

 

 

 

 

 

 

2,194

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended June 30, 2020

 

 

For the six months ended June 30, 2019

 

 

 

Balance

 

 

Gains/(losses)

 

 

 

 

Remaining

 

 

Balance

 

 

Gains/(losses)

 

 

 

Remaining

 

 

 

at

 

 

recognized

 

 

 

 

balance

 

 

at

 

 

recognized

 

 

 

balance

 

(In thousands)

 

12/31/19

 

 

in OCI

 

 

 

 

6/30/20

 

 

12/31/18

 

 

in OCI

 

 

 

6/30/19

 

Pension benefits

 

 

(236

)

 

 

817

 

 

 

 

 

581

 

 

 

2,194

 

 

 

 

 

 

 

2,194

 

 

 

Dilutive Equity Instruments

 

We had 2,402,241 and 3,997,084 incremental "in-the-money" warrants and restricted stock units at June 30, 2020 and 2019, respectively, which are as follows:

 

 

 

Total shares outstanding including warrants and restricted stock units

 

June 30, 2020

 

 

June 30, 2019

 

Common shares outstanding

 

 

40,335,963

 

 

 

37,845,158

 

New creditor warrants (strike price $0.001 per common share)

 

 

817,742

 

 

 

2,034,235

 

GulfMark creditor warrants (strike price $0.01 per common share)

 

 

952,154

 

 

 

1,683,147

 

Restricted stock units

 

 

632,345

 

 

 

279,702

 

Total

 

 

42,738,204

 

 

 

41,842,242

 

 

We also had 5,923,399 shares of “out-of-the-money” warrants outstanding at June 30, 2020 and 2019, respectively. Included in these “out-of-the-money” warrants are Series A Warrants, Series B Warrants and GLF Equity Warrants which have exercise prices of $57.06, $62.28, and $100.00, respectively.

 

Tax Benefits Preservation Plan

On April 13, 2020, we adopted a Tax Benefits Preservation Plan (the “Plan”) as a measure to protect our existing net operating loss carryforwards and foreign tax credits (“Tax Attributes”) and to reduce our potential future tax liabilities.  Use of our Tax Attributes will be substantially limited if we experience an “ownership change” as defined in Section 382 of the Internal Revenue Code (“Section 382”).

While the Plan is in effect, any person or group that acquires beneficial ownership of 4.99% or more of our common stock then outstanding without approval from our Board of Directors (the Board) or without meeting certain customary exceptions would be subject to significant dilution in their ownership interest in our company. Stockholders who currently own 4.99% or more of our outstanding common stock will not trigger the Plan unless they acquire 0.5% or more additional shares of common stock.

Pursuant to the Plan, one right will be distributed to our stockholders for each share of our common stock owned of record at the close of business on April 24, 2020. Each right would initially represent the right to purchase from the Company one one-thousandth of a share of our Series A Junior Participating Preferred Stock, no par value (the “Preferred Stock”) at a purchase price of $38.00 per one one-thousandth of a share. The preferred stock will entitle the holder to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of preferred stock. The Board may redeem the rights in whole, but not in part, for $0.001 per right (subject to adjustment) at any time prior to the close of business on the tenth business day after the first date of public announcement that any person or group has triggered the Plan.

 

The rights will expire on the earliest of (i) the close of business on April 13, 2023, (ii) the time at which the rights are redeemed or exchanged, or (iii) the time at which the Board determines that the Tax Attributes are fully utilized, expired, no longer necessary or become limited under Section 382.