XML 24 R14.htm IDEA: XBRL DOCUMENT

Note 5 - Stockholders' Equity and Dilutive Equity Instruments

9 Months Ended

Sep. 30, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

(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 nine months ended September 30, 2020 and 2019 are as follows:

		Three Months Ended
		September 30,				September 30,
(In thousands)		2020				2019
Balance at June 30, 2020 and 2019		$	581			$	2,194
Pension benefits recognized in AOCI			525				—
Balance at September 30, 2020 and 2019		$	1,106			$	2,194

		Nine Months Ended
		September 30,				September 30,
(In thousands)		2020				2019
Balance at December 31, 2019 and 2018		$	(236	)		$	2,194
Pension benefits recognized in AOCI			1,342				—
Balance at September 30, 2020 and 2019		$	1,106			$	2,194

Dilutive Equity Instruments

We had 2,488,752 and 3,397,110 incremental "in-the-money" warrants and restricted stock units at September 30, 2020 and 2019, respectively, which are as follows:

Total shares outstanding including warrants and restricted stock units		September 30, 2020				September 30, 2019
Common shares outstanding			40,460,982				39,110,938
New creditor warrants (strike price $0.001 per common share)			761,395				1,329,884
GulfMark creditor warrants (strike price $0.01 per common share)			930,027				1,300,359
Restricted stock units			797,330				766,867
Total			42,949,734				42,508,048

We also had 5,923,399 shares of “out-of-the-money” warrants outstanding at September 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. No warrants or restricted stock units, whether in the money or out of the money, are included in our loss per share calculations because the effect of such inclusion is antidilutive.

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 ($280 million at September 30, 2020) 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.