XML 34 R18.htm IDEA: XBRL DOCUMENT v3.22.0.1
Note 10 - Stockholders' Equity
 12 Months Ended
Dec. 31, 2021
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]

(10)

STOCKHOLDERS’ EQUITY

 

Common Stock

 

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

 

  

December 31,

  

December 31,

 
  

2021

  

2020

 

Common stock shares authorized

  125,000,000   125,000,000 

Common stock par value

 $0.001  $0.001 

Common stock shares issued

  41,307,617   40,704,984 

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, 2021, 2020 and 2019.

 

Dividend Program

 

There were no dividends declared during the years ended December 31, 2021, 2020 and 2019.

 

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, 2021, we had 635,663 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, 2021, we had 559,125 GLF Creditor Warrants outstanding. No GLF Equity Warrants have been exercised.

 

At-the-market offering

 

On November 16, 2021, we entered into an At-the-market Sales Agreement (the Agreement) with Virtu Americas LLC and DNB Markets, Inc. (the Agents) pursuant to which we may offer and sell shares of our common stock, par value $0.001 per share (the Shares), having an aggregate offering price of up to $30,000,000 from time to time through the Agents acting as sales agent or directly to either Agent acting as principal.

 

The offer and sale of the Shares to be sold pursuant to the Agreement have been registered under the Securities Act of 1933, as amended (the Securities Act), pursuant to our registration statement on Form S-3 (Registration No. 333-234686) filed with the Securities and Exchange Commission (the Commission), which was declared effective by the Commission. Sales, if any, of the Shares pursuant to the Agreement will be made in “at the market offerings” as defined in Rule 415 promulgated under the Securities Act, including, without limitation, sales made directly on or through The New York Stock Exchange or on any other existing trading market for the Shares or to or through a market maker or any other method permitted by law.

 

The Agreement contains customary representations, warranties and covenants, customary indemnification and contribution obligations, including for certain liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Agreement, we will pay the Agents a commission up to 3.0% of the gross proceeds from each sale of the Shares. In addition, we have agreed to pay certain expenses incurred by the Agents in connection with entering into the Agreement and the offering. The Agreement will terminate upon the earlier of (i) such date that the aggregate gross sales proceeds of Shares sold pursuant to the Agreement equal the total dollar amount listed in the Agreement or (ii) the termination of the Agreement by us or an Agent in accordance with the terms of the Agreement.

 

We have no obligation to sell any of the Shares under the Agreement and may at any time suspend the offering of its Shares upon notice and subject to other conditions.

 

Shelf Registration

 

On July 13, 2021, we filed a Post Effective Amendment to our Registration Statement on Form S-3 which became effective on July 20, 2021. Under this “shelf” registration, we may offer and sell up to $300.0 million of any combination of common stock, debt securities, depository shares, preferred stock or warrants from time to time in one or more classes or series and in amounts, at prices and on terms that we will determine at the time of the offering. Any debt securities we issue may be guaranteed by one or more of our existing and future subsidiaries. We may offer and sell these securities to or through underwriters, dealers or agents or directly to one or more purchasers. A prospectus supplement for each offering of securities will describe in detail the plan of distribution. The names of any underwriters, dealers or agents involved in the offer and sale of any securities and the specific manner in which they may be offered will be set forth in the prospectus supplement covering the offer and sale of those securities.

 

Accumulated Other Comprehensive Income (Loss)

 

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

 

(In Thousands)

 Year Ended December 31, 
  2021  2020  2019 

Balance at December 31

 $(804) $(236) $2,194 

Pension benefits recognized in OCI

  3,472   (568)  (2,430)

Balance at December 31

 $2,668  $(804) $(236)

 

 

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 would be substantially limited if we experienced an “ownership change” as defined in Section 382 of the Internal Revenue Code. The Plan was terminated on December 15, 2021.