XML 36 R19.htm IDEA: XBRL DOCUMENT v3.24.0.1
Note 11 - Stockholders' Equity
 12 Months Ended
Dec. 31, 2023
Notes to Financial Statements  
Equity [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,

 
  

2023

  

2022

 

Common stock shares authorized

  125,000,000   125,000,000 

Common stock par value

 $0.001  $0.001 

Common stock shares issued

  52,259,303   50,554,179 

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

 

In November 2023, we announced the authorization of our Board of Directors to repurchase up to $35.0 million of our common stock. As of December 31, 2023, we had repurchased and retired 590,499 shares for an aggregate of $35.4 million ($59.91 per share), including commissions and excise taxes. No shares were repurchased during the years ended December 31, 2022 and 2021.

 

Dividend Program

 

There were no dividends declared during the years ended December 31, 2023, 2022 and 2021.

 

Warrants

 

During 2017, we issued 11,543,814 New Creditor Warrants, each with an exercise price of $0.001 and exercisable for one share of our common stock. As of December 31, 2023, we had 81,244 New Creditor Warrants outstanding. 

 

Prior to August 1, 2023, we had outstanding Series A Warrants, with an exercise price of $57.06 and Series B Warrants, with an exercise price of $62.28, both with an expiration date of July 31, 2023. During July 2023, an aggregate of approximately 2.0 million Series A Warrants and Series B Warrants were exercised and we issued 1.9 million shares of common stock in exchange for $111.5 million in cash proceeds. All remaining unexercised Series A Warrants and Series B Warrants, approximately 3.1 million in the aggregate, expired according to their terms on July 31, 2023.

 

In conjunction with the GulfMark merger, Tidewater assumed approximately 2.3 million Creditor Warrants (GLF Creditor Warrants), with an exercise price of $0.01, and approximately 0.8 million Equity Warrants (GLF Equity Warrants) with an exercise price of $100. Each GLF Creditor Warrant and GLF Equity Warrant is exercisable for 1.1 shares of Tidewater common stock on substantially the same terms and conditions as provided in the governing warrant agreements. As of December 31, 2023, we had 91,436 GLF Creditor Warrants outstanding. No GLF Equity Warrants have been exercised.

 

In connection with the acquisition of SPO, Tidewater issued 8.1 million SPO Acquisition Warrants, each with an exercise price of $0.001 and exercisable for one share of our common stock. During the second half of 2022, we completed two common stock public offerings to facilitate the redemption of the SPO Acquisition Warrants, including an offering for 4,048,000 shares at $17.85 per share completed on August 12, 2022, and an offering for 3,987,914 shares at $30.25 per share completed on November 10, 2022 (the Offerings). The Offerings resulted in net proceeds (after expenses) of approximately $187.8 million that we used to redeem 8,035,914 SPO Acquisition Warrants, which we subsequently cancelled.

 

 

The Share Purchase Agreement (SPA) to acquire SPO included a provision under which Banyan agreed to indemnify us for certain liabilities and could settle these liabilities, at their option, with cash or the surrender of SPO Acquisition Warrants. This provision caused the SPO Acquisition Warrants to be classified as liabilities, which requires a mark-to-market valuation primarily based on the change in our share price at each reporting period. On June 24, 2022, we amended the SPA (SPA Amendment) to require our consent before Banyan could surrender the SPO Acquisition Warrants to satisfy any indemnity liabilities. As such, on June 24, 2022, we reclassified the SPO Acquisition Warrants from liabilities to additional paid in capital, at the adjusted amount of $176.8 million, and recognized a non-cash loss totaling $14.2 million due to the mark-to-market adjustment of the SPO Acquisition Warrants, calculated using the closing share price of our common stock on June 24, 2022 of $21.83, less the closing share price of our common stock of $20.08 on the SPO Closing Date.

 

Under the indemnification provisions of the SPA and the SPA Amendment, Banyan requested that we allow them to settle approximately $1.4 million in indemnified liabilities by surrendering the equivalent value in SPO Acquisition Warrants. We granted Banyan’s request, and during 2022, settled the agreed upon indemnification liability in exchange for the surrender of 64,086 SPO Acquisition Warrants that we subsequently cancelled. As of December 31, 2022, no SPO Acquisition Warrants remained outstanding.

 

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, 
  2023  2022  2021 

Balance at December 31

 $8,576  $2,668  $(804)

Unrealized gain (loss) on note receivable

  213   (496)  — 

Pension benefits recognized in OCI

  (3,523)  6,404   3,472 

Balance at December 31

 $5,266  $8,576  $2,668 

 

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.