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Note 11 - Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Notes to Financial Statements

Stockholders' Equity Note Disclosure [Text Block]

(11)

STOCKHOLDERS’ EQUITY

Common Stock

The number of shares of authorized and issued common stock and preferred stock are as follows:

		December 31,				December 31,
		2020				2019
Common stock shares authorized			125,000,000				125,000,000
Common stock par value		$	0.001			$	0.001
Common stock shares issued			40,704,984				39,941,327
Preferred stock shares authorized			3,000,000				3,000,000
Preferred stock par value		No par				No par
Preferred stock shares issued			—				—

Common Stock Repurchases

No shares were repurchased during the years ended December 31, 2020, 2019 and 2018.

Dividend Program

There were no dividends declared during the years ended December 31, 2020, 2019 and 2018.

Warrants

During 2017, we issued 11,543,814 New Creditor Warrants upon emergence from bankruptcy. In addition, 2,432,432 Series A Warrants and 2,629,657 Series B Warrants were issued to the holders of common stock with exercise prices of $57.06 and $62.28, respectively. As of December 31, 2020, we had 657,203 shares of common stock issuable upon the exercise of the New Creditor Warrants. No Series A Warrants or Series B Warrants have been exercised.

In conjunction with the merger with GulfMark, Tidewater assumed approximately 2.3 million $0.01 Creditor Warrants (GLF Creditor Warrants) and approximately 0.8 million Equity Warrants (GLF Equity Warrants) with an exercise price of $100 and each warrant becoming exercisable for 1.1 shares of Tidewater common stock on substantially the same terms and conditions as provided in the warrant agreements governing the GLF Creditor Warrants and the GLF Equity Warrants. As of December 31, 2020, we had 815,575 shares of common stock issuable upon the exercise of the GLF Creditor Warrants. No GLF Equity Warrants have been exercised.

Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive income by component, net of tax, are as follows:

		Year Ended December 31,
(In thousands)		2020				2019				2018
Balance at December 31		$	(236	)		$	2,194			$	(147	)
Pension benefits recognized in OCI			(568	)			(2,430	)			4,133
Available for sale securities recognized in OCI			—				—				(660	)
Reclasses from OCI to net income			—				—				(1,132	)
Balance at December 31		$	(804	)		$	(236	)		$	2,194

The following table summarizes the reclassifications from accumulated other comprehensive loss to the consolidated statement of income:

		Year
		Ended
		December 31,			Affected line item in the consolidated
(In thousands)		2018			statements of income
Retiree medical plan			(1,536	)	Interest income and other, net
Realized gains on available for sale securities			404		Interest and other debt costs
Total pre-tax and net of tax amounts			(1,132	)

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 ($320.7 million at December 31, 2020) and foreign tax credits ($387.4 million at December 31, 2020) (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.