Tidewater swings to $17.5M Q3 2026 profit
Nine-month operating income and net cash provided by operating activities were below year-earlier levels, while third-quarter revenue was higher.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Tidewater Inc. reported third-quarter 2026 revenue of $360.4 million, versus $341.1 million a year earlier, and net income attributable to Tidewater of $17.5 million, versus a $0.8 million loss. For the nine months ended September 30, 2026, revenue was $1,028.9 million; net income attributable to Tidewater was $45.3 million versus $114.8 million, operating income was $171.8 million versus $218.6 million, and net cash provided by operating activities was $161.4 million versus $226.1 million.
On August 31, 2026, Tidewater completed its acquisition of Wilson, Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A., adding 22 platform supply vessels. It paid an aggregate cash purchase price of $283.1 million, subject to customary post-closing adjustments. Since closing, the acquired companies reported $17.1 million in revenue and a $1.6 million net loss for both the three- and nine-month periods ended September 30, 2026.
Cash and equivalents were $390.8 million at September 30, 2026, versus $578.8 million at December 31, 2025; long-term debt was $803.6 million versus $649.0 million. Beginning in March 2026, Middle East segment costs included increases of $5.4 million for crew wages and travel, $1.8 million for insurance and $1.8 million for fuel.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue reached $360.4 million, versus $341.1 million a year earlier.
- Moderate pointThird-quarter net income attributable to Tidewater was $17.5 million, versus a $0.8 million loss.
- Moderate pointThe Wilson acquisition added 22 platform supply vessels for an aggregate cash purchase price of $283.1 million. 8% of market cap
Negative
- Moderate pointNine-month net income attributable to Tidewater fell 61% to $45.3 million.
- Moderate pointNine-month operating income declined 21% to $171.8 million.
- Moderate pointNet cash provided by operating activities was $161.4 million, versus $226.1 million.
Filing Explained
Tidewater valued its Venezuelan judgment at
Key Figures
Key Terms
platform supply vessels technical
acquisition method of accounting financial
gain contingency financial
active utilization technical
Level 3 financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were TDW's third-quarter 2026 revenue and earnings?
Why did TDW revenue increase compared with the previous quarter?
Did TDW record its approximately $87 million judgment value?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number:
Tidewater Inc.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(
Registrant’s telephone number, including area code
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| | | |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
|
| Accelerated filer ☐ |
| Non-accelerated filer ☐ Emerging Growth Company |
|
| Smaller reporting company
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Table of Contents
| PART I |
2 | |||
| ITEM 1. |
FINANCIAL STATEMENTS | 2 |
||
| CONDENSED CONSOLIDATED BALANCE SHEETS | 2 | |||
| CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS | 3 |
|||
| CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | 4 |
|||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 5 |
|||
| CONDENSED CONSOLIDATED STATEMENTS OF EQUITY | 7 |
|||
| Notes to the Condensed Consolidated Financial Statements | 8 | |||
| ITEM 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
29 |
||
| ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 52 |
||
| ITEM 4. |
CONTROLS AND PROCEDURES | 52 |
||
| PART II |
53 |
|||
| ITEM 1. |
LEGAL PROCEEDINGS | 53 |
||
| ITEM 1A. |
RISK FACTORS | 53 |
||
| ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 55 | ||
| ITEM 5. | OTHER INFORMATION | 55 | ||
| ITEM 6. |
EXHIBITS | 56 |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIDEWATER INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands, except share and par value data)
| September 30, 2026 | December 31, 2025 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | $ | |||||
| Trade and other receivables, net of allowance for credit losses of $ and $ at September 30, 2026 and December 31, 2025, respectively | |||||||
| Marine operating supplies | |||||||
| Prepaid expenses and other current assets | |||||||
| Total current assets | |||||||
| Net properties and equipment | |||||||
| Deferred drydocking and survey costs | |||||||
| Indemnification assets | |||||||
| Deferred tax assets | |||||||
| Other assets | |||||||
| Total assets | $ | $ | |||||
| LIABILITIES AND EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | $ | |||||
| Accrued expenses | |||||||
| Current portion of long-term debt | |||||||
| Other current liabilities | |||||||
| Total current liabilities | |||||||
| Long-term debt | |||||||
| Other liabilities | |||||||
| Commitments and contingencies | |||||||
| Equity: | |||||||
| Common stock of $ par value, shares authorized, and shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively | |||||||
| Additional paid-in capital | |||||||
| Accumulated deficit | ( | ) | ( | ) | |||
| Accumulated other comprehensive income | |||||||
| Total stockholders’ equity | |||||||
| Noncontrolling interests | ( | ) | ( | ) | |||
| Total equity | |||||||
| Total liabilities and equity | $ | $ | |||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
TIDEWATER INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, except per share data)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Revenues: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Other operating revenues | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Vessel operating costs | ||||||||||||||||
| Costs of other operating revenues | ||||||||||||||||
| General and administrative | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| (Gain) loss on asset dispositions, net | ( | ) | ( | ) | ( | ) | ||||||||||
| Total costs and expenses | ||||||||||||||||
| Operating income | ||||||||||||||||
| Other income (expense): | ||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ||||||||||||
| Interest income and other, net | ||||||||||||||||
| Loss on early extinguishment of debt | ( | ) | ( | ) | ||||||||||||
| Interest and other debt costs, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total other expense | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Income before income taxes | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Net income (loss) | ( | ) | ||||||||||||||
| Net loss attributable to noncontrolling interests | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net income (loss) attributable to Tidewater Inc. | $ | $ | ( | ) | $ | $ | ||||||||||
| Basic income (loss) per common share | $ | $ | ( | ) | $ | $ | ||||||||||
| Diluted income (loss) per common share | $ | $ | ( | ) | $ | $ | ||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Dilutive effect of warrants and restricted stock units | ||||||||||||||||
| Adjusted weighted average common shares | ||||||||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
TIDEWATER INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In Thousands)
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ||||||||||
| Other comprehensive income (loss): | ||||||||||||||||
| Change in liability of pension plans | ( | ) | ( | ) | ||||||||||||
| Total comprehensive income | $ | $ | ( | ) | $ | $ | ||||||||||
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
TIDEWATER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In Thousands)
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation | ||||||||
| Amortization of deferred drydocking and survey costs | ||||||||
| Amortization of debt premium and discounts | ||||||||
| Amortization of below market contracts | ( | ) | ||||||
| Unrealized foreign exchange (gain) loss | ( | ) | ||||||
| Deferred income taxes provision (benefit) | ( | ) | ||||||
| Gain on asset dispositions, net | ( | ) | ( | ) | ||||
| Loss on early extinguishment of debt | ||||||||
| Stock-based compensation expense | ||||||||
| Changes in assets and liabilities: | ||||||||
| Trade and other receivables | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ||||||
| Deferred drydocking and survey costs | ( | ) | ( | ) | ||||
| Other, net | ( | ) | ||||||
| Net cash provided by operating activities | ||||||||
| Cash flows from investing activities: | ||||||||
| Proceeds from asset dispositions | ||||||||
| Proceeds from sale of notes | ||||||||
| Acquisitions, net of cash acquired | ( | ) | ||||||
| Additions to properties and equipment | ( | ) | ( | ) | ||||
| Net cash used in investing activities | ( | ) | ( | ) | ||||
| Cash flows from financing activities: | ||||||||
| Issuance of long-term debt | ||||||||
| Principal payments on long-term debt | ( | ) | ( | ) | ||||
| Purchase of common stock | ( | ) | ( | ) | ||||
| Payments on finance leases | ( | ) | ( | ) | ||||
| Debt extinguishment premium | ( | ) | ||||||
| Debt issuance costs | ( | ) | ( | ) | ||||
| Share based awards reacquired to pay taxes | ( | ) | ( | ) | ||||
| Net cash used in financing activities | ( | ) | ( | ) | ||||
| Effects of exchange rate changes on cash, cash equivalents and restricted cash | ( | ) | ||||||
| Net change in cash, cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
TIDEWATER INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS CONTINUED
(Unaudited)
(In Thousands)
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Supplemental disclosure of cash flow information: | ||||||||
| Cash paid during the period for: | ||||||||
| Interest, net of amounts capitalized | $ | $ | ||||||
| Income taxes | $ | $ | ||||||
| Supplemental disclosure of noncash investing activities: | ||||||||
| Purchase of vessels | $ | $ | ||||||
| Recognition of finance leases | $ | $ | ||||||
| Supplemental disclosure of noncash financing activities: | ||||||||
| Debt incurred for purchase of vessels | $ | $ | ||||||
| Assumption of debt on Wilson acquisition | $ | $ | ||||||
| Cash, cash equivalents and restricted cash at September 30, 2026 includes $4.1 million in long-term restricted cash, which is included in other assets in our Condensed Consolidated Balance Sheet. |
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
TIDEWATER INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In Thousands)
| Three Months Ended | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Non | ||||||||||||||||||||||
| Common | paid-in | Accumulated | comprehensive | controlling | ||||||||||||||||||||
| stock | capital | deficit | income (loss) | interest | Total | |||||||||||||||||||
| Balance at June 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Total comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ) | ( | ) | ||||||||||||||||||||
| Amortization of share-based awards | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Total comprehensive income (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Amortization of share-based awards | ||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||
| Accumulated | ||||||||||||||||||||||||
| Additional | other | Non | ||||||||||||||||||||||
| Common | paid-in | Accumulated | comprehensive | controlling | ||||||||||||||||||||
| stock | capital | deficit | income (loss) | interest | Total | |||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Total comprehensive income (loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ) | ( | ) | ||||||||||||||||||||
| Amortization of share-based awards | ||||||||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
| Total comprehensive income (loss) | ( | ) | ||||||||||||||||||||||
| Repurchase and retirement of common stock | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Amortization of share-based awards | ||||||||||||||||||||||||
| Balance at September 30, 2025 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||
The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.
| (1) | INTERIM FINANCIAL STATEMENTS |
The accompanying unaudited Condensed Consolidated Financial Statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in stockholders’ equity of Tidewater Inc., a Delaware corporation, and its consolidated subsidiaries, collectively referred to as the “company”, “Tidewater”, “we”, “our”, or “us”.
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, certain information and disclosures normally included in our annual financial statements have been condensed or omitted. These unaudited Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 2, 2026. In the opinion of management, the accompanying financial information reflects all normal recurring adjustments necessary to fairly state our results of operations, financial position and cash flows for the periods presented and are not indicative of the results that may be expected for a full year.
Our financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all subsidiaries (entities in which we have a controlling financial interest), and all intercompany accounts and transactions have been eliminated. We use the equity method to account for equity investments over which we exercise significant influence but do not exercise control and are not the primary beneficiary.
Certain prior year amounts have been reclassified to conform to the current year presentation.
| (2) | RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS |
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures to improve disclosures about certain types of expenses including purchases of inventory, employee compensation and depreciation, depletion and amortization included in commonly presented captions in the Consolidated Statements of Operations. This guidance is effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. We are currently evaluating the effect of the standard on our disclosures in our consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software to modernize the accounting for software costs to better align the accounting with how software is currently developed. Under this standard, software costs are capitalized once management (i) has authorized and committed to funding the software project and (ii) it is probable that the project will be completed and the software will be used to perform the intended function. This guidance is effective for annual and interim periods beginning after December 15, 2027. We are currently evaluating the effect of the standard on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-10, Government Grants to establish the accounting for government grants received by a business entity. Under this standard, a government grant is not recognized until (i) it is probable that the company will comply with the conditions attached to the grant and that the grant will be received; and (ii) the company meets the recognition guideline for the grant. This guidance is effective for annual and interim periods beginning after December 15, 2028. We are currently evaluating the effect of the standard on our consolidated financial statements.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting to clarify interim disclosure requirements and the applicability of Topic 270. The objective of this standard is to provide clarity about the current requirements under generally accepted accounting principles rather than expanding or reducing the interim disclosure requirements. This guidance is effective for interim periods within annual reporting periods beginning after December 15, 2027. We are currently evaluating the effect of the standard on our consolidated interim financial statements.
In December 2025, the FASB issued ASU 2025-12, Codification Improvements to make various changes to the codification that either clarify or correct errors or make minor improvements to generally accepted accounting principles that are not expected to have a significant effect on current accounting practice. This guidance is effective for annual and interim periods beginning after December 15, 2026. We are currently evaluating the effect of the standard on our consolidated financial statements but do not believe it will have any impact on our consolidated financial statements and related disclosures.
In May 2026, the FASB issued ASU 2026-02, Environmental Credits and Environmental Credit Obligations to improve financial accounting for and disclosure of environmental credits and environmental credit obligations. It provides recognition, measurement, presentation, and disclosure requirements for all entities that generate, purchase, or receive environmental credits or have a regulatory compliance obligation that may be settled with environmental credits. This guidance is effective for annual and interim periods beginning after December 31, 2027. We are currently evaluating the effect of this standard on our consolidated financial statements.
| (3) | ACQUISITION |
On August 31, 2026 (Closing Date), we completed the acquisition (Wilson Acquisition) of all outstanding capital stock of Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A., WSUT) and Atlantic Offshore Services S.A. (together with WSUT, the Wilson Companies). We believe this acquisition significantly expands our presence in Brazil’s robust offshore market and strengthens our competitive position by adding Brazilian-built tonnage to our fleet. The Wilson Companies were managed under the common control of their previous owners and are presented here on an aggregate basis. As a result of the Wilson Acquisition, we acquired assets and assumed liabilities owned by the Wilson Companies and their wholly owned subsidiaries, which include a fleet of
| (In Thousands) | ||||
| Purchase consideration: | ||||
| Base purchase consideration | $ | |||
| Working capital and other adjustments at Closing Date | ||||
| Initial net debt | ( | ) | ||
| Cash paid at Closing Date | ||||
| Post Closing Date estimated working capital and other adjustments | ||||
| Estimated closing purchase price | ||||
| Initial net debt: | ||||
| Debt assumed at Closing Date | ||||
| Accrued interest at Closing Date | ||||
| Cash value and other adjustments | ( | ) | ||
Assets acquired and liabilities assumed in the Wilson Acquisition were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The fair value estimates below are subject to adjustment during the post-closing measurement period, primarily consisting of the final valuation for various working capital items, tax and other liabilities existing on the Closing Date. The estimated fair values of certain assets and liabilities including long-lived assets and contingencies require judgment and assumptions. Adjustments may be made to these estimates during the post-closing measurement period, and those adjustments could be material.
Property and equipment acquired in the business combination consisted primarily of offshore support vessels. We recorded property and equipment acquired at estimated fair value of approximately $
Debt assumed in the business combination consisted primarily of construction and conversion loans. We recorded the debt assumed at estimated fair value of approximately $
Business combination related costs for the Wilson Acquisition were expensed as incurred in general and administrative expense and consist of various advisory, legal, accounting, valuation and other professional fees totaling $
The provisional amounts for assets acquired and liabilities assumed are based on estimates of their fair values as of the Closing Date and were as follows:
| (In Thousands) | ||||
| Assets | ||||
| Cash | $ | |||
| Trade and other receivables | ||||
| Marine operating supplies | ||||
| Prepaid expenses and other current assets | ||||
| Net properties and equipment | ||||
| Other assets | ||||
| Total assets | ||||
| Liabilities | ||||
| Accounts payable | ||||
| Accrued expenses | ||||
| Current portion of long-term debt | ||||
| Other current liabilities | ||||
| Long-term debt | ||||
| Other liabilities, including deferred tax liabilities of $ million | ||||
| Total liabilities | ||||
| Net assets acquired | $ | |||
| Less: | ||||
| Cash | ( | ) | ||
| Restricted cash, included in other assets | ( | ) | ||
| Net assets acquired (net of cash) | $ |
Revenue and net loss for the Wilson Companies since the Closing Date were $
The unaudited supplemental pro forma results present consolidated information as if the business combination were completed on January 1, 2025. The pro forma results include, among others, (i) an increase in depreciation expense for adjustments to property and equipment and (ii) the amortization of the discount on the debt measured at fair value. The pro forma results do not include any potential synergies or non-recurring charges that may result directly from the business combination.
| (In Thousands) | ||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Revenues | $ | $ | $ | $ | ||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||
| (4) | ALLOWANCE FOR CREDIT LOSSES |
Expected credit losses are recognized on the initial recognition of our trade accounts receivable and contract assets. In each subsequent reporting period, even if a loss has not yet been incurred, credit losses are estimated and recognized based on the history of credit losses and current conditions, as well as reasonable and supportable forecasts affecting collectability. We utilize a model to estimate the expected credit losses applicable to our trade accounts receivable and contract assets. This model considers our historical performance and the economic environment, as well as the credit risk and its expected development for each segmented group of customers that share similar risk characteristics. In addition, we establish specific allowances for credit losses for certain customer balances that we deem uncollectable. It is our practice to write off receivables when all legal options for collection have been exhausted.
Activity in the allowance for credit losses for the nine months ended September 30, 2026 and 2025 is as follows:
| (In Thousands) | Nine Months Ended | |||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Balance at December 31, 2025 and 2024 | $ | $ | ||||||
| Current period credit for expected credit losses | ( | ) | ( | ) | ||||
| Write offs | ( | ) | ||||||
| Balance at September 30, 2026 and 2025 | $ | $ | ||||||
| (5) | REVENUE RECOGNITION |
See Note (14) - “Segment and Geographic Distribution of Operations” for revenue by segment and in total for the worldwide fleet.
Contract Balances
At September 30, 2026, we had $
At September 30, 2026, we had $
During the nine months ended September 30, 2026 and 2025, the amount of revenue recognized that was included in deferred mobilization revenue at the beginning of the period was $
| (6) | STOCKHOLDERS’ EQUITY AND DILUTIVE EQUITY INSTRUMENTS |
Earnings per share
For the nine months ended September 30, 2026 and 2025, we reported net income from operations. Our diluted earnings per share for these periods is based on our weighted average common shares outstanding and is computed using the treasury stock method for our outstanding “in-the-money” warrants and restricted stock grants (both time and performance based) awarded as part of our share-based compensation and incentive plans.
Accumulated Other Comprehensive Income
The following tables present the changes in accumulated other comprehensive income (OCI) by component, net of tax:
| (In Thousands) | Three Months Ended | |||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Balance at June 30, 2026 and 2025 | $ | $ | ||||||
| Pension benefits recognized in OCI | ( | ) | ||||||
| Balance at September 30, 2026 and 2025 | $ | $ | ||||||
| (In Thousands) | Nine Months Ended | |||||||
| September 30, 2026 | September 30, 2025 | |||||||
| Balance at December 31, 2025 and 2024 | $ | $ | ||||||
| Pension benefits recognized in OCI | ( | ) | ||||||
| Balance at September 30, 2026 and 2025 | $ | $ | ||||||
Dilutive Equity Instruments
The following table presents the outstanding number of common shares, “in-the-money” warrants and restricted stock units:
| Total shares outstanding including warrants and restricted stock units | September 30, 2026 | September 30, 2025 | ||||||
| Common shares outstanding | ||||||||
| New creditor warrants (strike price $ per common share) | ||||||||
| GulfMark creditor warrants (strike price $ per common share) | ||||||||
| Restricted stock units | ||||||||
| Total | ||||||||
No warrants, restricted stock awards or restricted stock units, whether in the money or out of the money, are included in our earnings per share calculations if the effect of such inclusion is antidilutive.
Common Stock Repurchases
On February 27, 2025, our Board of Directors (Board) approved a $
| (7) | INCOME TAXES |
Income tax rates and taxation systems in the jurisdictions where we and our subsidiaries conduct business vary and our subsidiaries are frequently subjected to minimum taxation regimes. In some jurisdictions, tax liabilities are based on gross revenues, statutory deemed profits or other factors, rather than on net income. We use a discrete effective tax rate method to calculate taxes for interim periods instead of applying the annual effective tax rate to an estimate of the full fiscal year due to the level of volatility and unpredictability of earnings in our industry, both overall and by jurisdiction.
For the nine months ended September 30, 2026, income tax expense differs from the tax effect of the U.S. rate due to tax liabilities in various jurisdictions based on either revenue (deemed profit regimes) or pre-tax profits, international activity that generated income subject to U.S. tax, and the impact of Pillar Two.
During the nine months ended September 30, 2026, a gain on sale of a vessel was recognized in connection with an internal restructuring to reposition the vessel for strategic opportunities. This transaction resulted in $
During the nine months ended September 30, 2025, after assessing relevant positive and negative evidence, we released our valuation allowance against our entire U.S. net operating loss (NOL) balance totaling approximately $
The tax liabilities for uncertain tax positions are primarily attributable to permanent establishment considerations related to foreign jurisdictions, subpart F income inclusions and withholding taxes on foreign services. Penalties and interest related to income tax liabilities are included in income tax expense. Income tax payable is included in other current liabilities.
As of December 31, 2025, our balance sheet reflected approximately $
Management assesses all available positive and negative evidence to permit use of existing deferred tax assets.
With limited exceptions, we are no longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for years prior to December 2021. We are subject to ongoing examinations by various foreign tax authorities and do not believe the results of these examinations will have a material adverse effect on our consolidated financial position, results of operations or cash flows.
| (8) | EMPLOYEE BENEFIT PLANS |
U.S. Defined Benefit Pension Plan
We sponsor a defined benefit pension plan (pension plan) that was frozen in 2010 covering certain U.S. employees. Actuarial valuations are performed annually. We contributed $
Supplemental Executive Retirement Plan
We support a non-contributory and non-qualified defined benefit supplemental executive retirement plan (supplemental plan) that was closed to new participants in 2010. We contributed $
Net Periodic Benefit Costs
The net periodic benefit cost for our pension plans and supplemental plan (collectively, Pension Benefits) is comprised of the following components:
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Pension Benefits: | ||||||||||||||||
| Interest cost | $ | $ | $ | $ | ||||||||||||
| Expected return on plan assets | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Amortization of net actuarial gains | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net periodic pension cost | $ | $ | $ | $ | ||||||||||||
The components of the net periodic pension cost are included in the caption “Interest income and other, net.”
| (9) | DEBT |
The following is a summary of all debt outstanding:
| (In Thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| % Senior Notes due July 2030 (A) | $ | $ | ||||||
| BNDES Vessel Construction Loans (B) | ||||||||
| BNDES Vessel Conversion and Drydock Loans (C) | ||||||||
| Banco do Brasil Vessel Construction Loan (D) | ||||||||
| Vessel Facility Agreements | ||||||||
| $ | $ | |||||||
| Debt discount and issuance costs | ( | ) | ( | ) | ||||
| Less: Current portion of long-term debt | ( | ) | ( | ) | ||||
| Total long-term debt | $ | $ | ||||||
| (A) | As of September 30, 2026, the fair value (Level 1) of the | |
| (B) | As of September 30, 2026, the aggregate fair value (Level 3) of the BNDES Vessel Construction Loans was $ | |
| (C) | As of September 30, 2026, the aggregate fair value (Level 3) of the BNDES Vessel Conversion and Drydock Loans was $ | |
| (D) | As of September 30, 2026, the aggregate fair value (Level 3) of the Banco do Brasil Vessel Construction Loan was $ |
9.125% Senior Notes due July 2030
On July 7, 2025, we, certain of our subsidiaries (Guarantors), and Wilmington Trust, National Association, as trustee (Trustee), entered into an indenture (Indenture), pursuant to which we issued $
The 2030 Notes mature on July 15, 2030. Interest on the 2030 Notes is payable semi-annually in arrears on each January 15 and July 15, commencing January 15, 2026, to holders of record on the January 1 and July 1 immediately preceding the related interest payment date, at a rate of
At any time prior to July 15, 2027, we may redeem the 2030 Notes, at a redemption price equal to
The Indenture contains covenants that, among other things and subject to certain exceptions, limit our ability, and the ability of our restricted subsidiaries to: (i) incur, assume or guarantee additional indebtedness or issue certain preferred stock; (ii) create liens to secure indebtedness; (iii) pay distributions on equity interests, repurchase equity securities, make investments or redeem subordinated indebtedness; (iv) restrict distributions, loans or other asset transfers; (v) consolidate with or merge with or into, or sell substantially all of our assets to, another person; (vi) sell or otherwise dispose of assets, including equity interests in subsidiaries; (vii) designate a subsidiary as an Unrestricted Subsidiary (as defined in the Indenture); and (viii) enter into transactions with affiliates.
Revolving Credit Facility
On July 7, 2025, we and the Guarantors entered into a credit agreement with DNB Bank ASA, New York Branch, as facility agent and security trustee, and a syndicate of lenders providing for a $
The Revolving Credit Facility contains customary affirmative and negative covenants, representations and warranties, and events of default, along with the following three financial covenants: (i) a minimum liquidity test that the sum of consolidated cash and available commitments under the Revolving Credit Facility shall not be less than the greater of $
BNDES Vessel Construction Loans
As of August 31, 2026 (Closing Date), the Wilson Companies had outstanding borrowings under certain Credit Facility Agreements with Banco Nacional de Desenvolvimento Econômico e Social (BNDES) (collectively, the BNDES Vessel Construction Loan Agreements and the borrowings thereunder, the BNDES Vessel Construction Loans). The BNDES Vessel Construction Loan Agreements were entered into between 2007 and 2012 and subsequently amended. The agreements are among BNDES, as lender, Wilson Sons Offshore S.A. (WSO), a wholly owned subsidiary of WSUT (now known as Tidewater do Brasil S.A.), as borrower, and certain previous owners of the Wilson Companies (or their affiliates), as guarantors. The loans were used to finance the construction of vessels and remained outstanding following completion of construction. Each BNDES Vessel Construction Loan Agreement, as amended on October 1, 2026, provides for a secured loan facility with interest rates ranging from
The obligations under the BNDES Vessel Construction Loan Agreements are secured by vessels which must maintain an aggregate appraised value equal to at least
On September 21, 2026, Tidewater Inc. entered into a Guarantee Agreement with BNDES, pursuant to which Tidewater Inc. guaranteed the full and timely payment of all of the borrower’s obligations under the BNDES Vessel Construction Loans. Effective October 1, 2026, upon satisfaction of the applicable conditions, the BNDES Vessel Construction Loan Agreements were amended to replace the existing guarantors with Tidewater Inc. and release the former guarantors from their obligations.
The BNDES Vessel Construction Loan Agreements contain customary covenants, including requirements to comply with the “Provisions Applicable to BNDES Contracts”. These covenants generally require WSO (subject to variations among the individual loan agreements), to: (i) use the loan proceeds within a specified period; (ii) grant BNDES certain rights under the insurance policies covering the collateral vessels; (iii) comply with laws applicable to persons with disabilities; (iv) offer a reemployment training program in the event of workforce reductions; (v) adopt environmental protection, occupational safety, and occupational health measures; (vi) comply with environmental laws; (vii) demonstrate a domestic content percentage of at least
Effective October 1, 2026, under the amended BNDES Vessel Construction Loan Agreements and subject to variations among the individual loan agreements, BNDES may declare all of the outstanding loan balance under a BNDES Vessel Construction Loan immediately due and payable upon the occurrence of certain events, including: (i) any of the circumstances specified in Articles 39 and 40 of the “Provisions Applicable to BNDES Contracts”; (ii) the borrower’s or its controlling entities’ organizational documents include a provision that restricts the borrower’s growth, access to new markets, or ability to pay its financial obligations under the applicable loan; (iii) a final and non-appealable judgment holding the borrower liable for certain labor or environmental violations; (iv) the borrower being included in the Registry of Employers that have violated certain labor regulations; (v) the borrower violating any anti-bribery, anti-terrorism, anti-money laundering, or certain other laws; (vi) the borrower petitioning for or declaring bankruptcy or liquidation; (vii) any person holding a paid position at the borrower or any of its owners, controlling shareholders or directors is elected or sworn in as a member of the National Congress of Brazil; (viii) the borrower failing to offer a reemployment training program in the event of workforce reductions; (ix) the borrower undergoing a change in control without the lender’s consent; or (x) the borrower using the loan proceeds for unauthorized purposes.
BNDES Vessel Conversion & Drydock Loans
As of the Closing Date, the Wilson Companies had outstanding borrowings under certain other Credit Facility Agreements with BNDES (collectively, the BNDES C&D Loan Agreements and the borrowings thereunder, the BNDES C&D Loans). The BNDES C&D Loan Agreements were entered into between December 2022 and July 2026 and subsequently amended. The agreements are among BNDES, as lender, and WSO or Magallanes Navegação Brasileira S.A. (MNB), a wholly owned subsidiary of WSUT (now known as Tidewater Navegação Brasileira S.A.), as borrower. Each BNDES C&D Loan Agreement provides for a loan facility with an interest rate of
The BNDES C&D Loan Agreements contain customary covenants, including requirements to comply with the “Provisions Applicable to BNDES Contracts”. Subject to variations among the individual loan agreements, these covenants generally require the applicable borrower to: (i) complete the projects within a specified period; (ii) comply with certain environmental obligations related to the projects and notify BNDES of environmental damages that may compromise the projects; (iii) notify BNDES of certain lawsuits and proceedings involving the borrower, its affiliates, employees, agents or representatives, or suppliers essential to the projects; (iv) deliver audited annual financial statements; (v) not incur indebtedness, subject to certain exceptions; (vi) not sell or encumber assets, subject to certain exceptions; (vii) not undergo any change in control; (viii) notify BNDES if any person holding a paid position at the borrower or any of its owners, controlling shareholders or directors is elected or sworn in as a member of the National Congress of Brazil; and (ix) not use the loan proceeds in any country or territory in violation of applicable sanctions.
Under the BNDES C&D Loan Agreements and subject to variations among the individual loan agreements, BNDES may declare the outstanding balance of a BNDES C&D Loan immediately due and payable upon the occurrence of certain events, including: (i) any of the circumstances specified in Articles 39 and 40 of the “Provisions Applicable to BNDES Contracts”; (ii) a final and non-appealable judgment holding the borrower liable for certain labor or environmental violations; (iii) any of the borrower’s representations being inaccurate; (iv) the borrower petitioning for or declaring bankruptcy or liquidation; (v) the borrower breaching its obligations relating to the guarantees; (vi) the borrower violating any anti-bribery, anti-terrorism, anti-money laundering, or certain other laws; (vii) the borrower’s or its controlling entities’ organizational documents include a provision that restricts the borrower’s growth, access to new markets, or ability to pay its financial obligations under the applicable loan; (viii) the borrower using the loan proceeds for unauthorized purposes; or (ix) any person holding a paid position at the borrower or any of its owners, controlling shareholders or directors being elected or sworn in as a member of the National Congress of Brazil.
The obligations under the BNDES C&D Loan Agreements are secured by bank guarantees provided by various banks.
Banco do Brasil (BB) Vessel Construction Loans
As of the Closing Date, the Wilson Companies had outstanding borrowings under a Fixed Credit Facility with Banco do Brasil S.A. (BB) (the BB Vessel Construction Loan Agreement and the borrowings thereunder, the BB Vessel Construction Loan). The BB Vessel Construction Loan Agreement was entered into on December 18, 2008 and subsequently amended. The agreement is among BB, as lender, MNB, as borrower, Tidewater Inc., as guarantor, WSUT, as depositary intervenor, and WSO, as assigning intervenor. The BB Vessel Construction Loan Agreement provides for a secured loan with an interest rate of
On the Closing Date, upon satisfaction of all conditions precedent, Tidewater Inc. replaced a previous owner of the Wilson Companies and its affiliate as guarantors of the BB Vessel Construction Loan. The obligations under the BB Vessel Construction Loan Agreement are secured by vessels owned by MNB. As of the Closing Date, MNB also delivered to BB, as additional security for MNB’s obligations under the BB Vessel Construction Loan Agreement, a bank guarantee issued by Banco Bradesco S.A. in an amount equal to
The BB Vessel Construction Loan Agreement contains customary covenants and events of default including requirements to: (i) maintain a ratio of EBITDA to debt service payments (comprised of principal amortization and interest) of at least
BB may declare all outstanding loan balances immediately due and payable upon the occurrence of certain events, including: (i) failure to timely pay any obligation under the BB Vessel Construction Loan Agreement; (ii) failure to pay any other debt exceeding within 30 days after notice; (iii) petitioning or filing for bankruptcy; (iv) failure to make timely defense of judicial or tax proceedings; (v) providing incomplete or falsified information to the lender; (vi) failure to disclose material information; (vii) defaulting on another obligation with BB exceeding (viii) committing fraud involving the collateral; (ix) failure to maintain required insurance on the collateral; (x) failure to supplement collateral when required; (xi) failure to make timely defense against any government assessments; or (xii) governmental seizure, expropriation or nationalization of all or a substantial part of borrower's assets, properties or shares.
Vessel Facility Agreements (Facility Agreements)
We signed agreements for the construction of ten new vessels and all have been delivered as of September 30, 2026. We entered into Facility Agreements to finance a portion of the construction and delivery costs totaling approximately EUR
The Company’s scheduled principal long-term maturities as of September 30, 2026, were as follows:
| (In Thousands) | ||||
| Maturity of long-term debt | Total Due | |||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ |
| (10) | COMMITMENTS AND CONTINGENCIES |
Currency Devaluation and Fluctuation Risk
Due to our international operations, we are exposed to foreign currency exchange rate fluctuations against the U.S. dollar. For some of our international contracts, a portion of the revenue and local expenses are incurred in local currencies with the result that we are at risk for changes in the exchange rates between the U.S. dollar and foreign currencies. To minimize the financial impact of these items, we attempt to contract a significant majority of our services in U.S. dollars. In addition, we attempt to minimize the financial impact of these risks by matching the currency of our operating costs with the currency of our revenue streams when considered appropriate. We continually monitor the currency exchange risks associated with all contracts not denominated in U.S. dollars. In recent years, laws impacting our operations in certain African countries require our customers to pay us onshore in local currency rather than offshore in U.S. dollars, subjecting us to heightened currency risk and restrictions on the repatriation of cash. As a result, we have accumulated cash in these countries. We continue to take steps to mitigate this additional foreign currency and repatriation risk with a focus on reducing cash balances denominated in currencies other than the U.S. dollar. Despite our efforts to mitigate currency risk, we may report significant realized and unrealized currency-related gains or losses in our statement of operations. Beginning in the second quarter of 2025, we entered into derivative contracts to assist us in managing our foreign currency risk. See Note (11) - “Fair Value Measurements” and Note (13) - “Derivative Instruments and Hedging Activities” for activity and disclosure related to our foreign currency derivative contracts.
Legal Proceedings
In 2009, on behalf of the Venezuelan government, Petróleos de Venezuela, S.A. (PDVSA), the national oil company of Venezuela, took possession of our assets and operations in Venezuela. In connection with this expropriation, we fully wrote-down our Venezuelan assets and initiated international arbitration. In 2019, we converted our final international award into a U.S. federal court judgment, which we perfected pursuant to a writ of attachment against the shares held by PDVSA in PDV Holding, Inc. (PDVH), the parent company of CITGO Petroleum Corporation. The Delaware District Court (Court) ordered a public sale of the PDVH shares (the PDVH Sale) to satisfy the various judgments against Venezuela in Crystallex International Corp. v. Bolivarian Republic of Venezuela, No. 17-mc-151-LPS (D. Del.). On July 2, 2025, the Court appointed Special Master filed its final recommendation for the winning bid for the PDVH Sale, which included listing the Tidewater subsidiaries holding judgment as the second most senior creditor. On November 25, 2025, the Court approved the Special Master’s recommended purchaser; however, an appeal is pending before the U.S. Court of Appeals for the Third Circuit, with a hearing held on October 21, 2026.
Closing of the PDVH Sale and the collection of our judgment, if at all, are highly uncertain and present significant practical and legal challenges, including, without limitation, satisfaction of numerous closing conditions, including regulatory approval by the Office of Foreign Assets Control, and the positive final outcome of numerous claims filed by other parties opposing the PDVH Sale. We can provide no assurances regarding the timing or ultimate outcome of this case. As of September 30, 2026, the value of our judgment, including interest and $
In addition to the foregoing, we are named defendants or parties in certain lawsuits, claims or proceedings incidental to our business and involved from time to time as parties to governmental investigations or proceedings arising in the ordinary course of business. Although the outcome of such lawsuits or other proceedings cannot be predicted with certainty and the amount of any liability or gain that could arise with respect to such lawsuits or other proceedings cannot be predicted accurately, we do not expect these matters to have a material adverse effect on our financial position, operating results or cash flows.
| (11) | FAIR VALUE MEASUREMENTS |
Other Financial Instruments
Our primary financial instruments consist of cash and cash equivalents, restricted cash, trade receivables and trade payables with book values that are considered to be representative of their respective fair values. The carrying value for cash equivalents is considered to be representative of its fair value due to the short duration and conservative nature of the cash equivalent investment portfolio.
We periodically enter into derivative contracts to manage our exposure to foreign currency risk. These derivative contracts, which are placed with major financial institutions, generally take the form of forward contracts with a duration of less than 12 months. We report derivative instruments on the balance sheet as either assets or liabilities measured at fair value. Changes in fair value are recognized currently in earnings unless specific hedge accounting criteria are met. We generally do not designate our derivative instruments as hedges for accounting purposes, therefore, any gains or losses resulting from changes in fair value of outstanding derivative financial instruments and from the settlement of derivative financial instruments are recognized in earnings and included as a component of foreign exchange gain (loss) in the Condensed Consolidated Statements of Operations.
We held derivative instruments related to foreign exchange contracts recorded as current assets, which were measured at their approximate fair value of $
| (12) | PROPERTIES AND EQUIPMENT, ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES |
As of September 30, 2026, our property and equipment consisted primarily of
A summary of properties and equipment is as follows:
| (In Thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Properties and equipment: | ||||||||
| Vessels and related equipment | $ | $ | ||||||
| Other properties and equipment | ||||||||
| Less accumulated depreciation and amortization | ||||||||
| Properties and equipment, net | $ | $ | ||||||
A summary of accrued expenses is as follows:
| (In Thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Payroll and related payables | $ | $ | ||||||
| Accrued vessel expenses | ||||||||
| Accrued interest expense | ||||||||
| Other accrued expenses | ||||||||
| $ | $ | |||||||
A summary of other current liabilities is as follows:
| (In Thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Taxes payable | $ | $ | ||||||
| Finance lease liability | ||||||||
| Other | ||||||||
| $ | $ | |||||||
A summary of other liabilities is as follows:
| (In Thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Pension liabilities | $ | $ | ||||||
| Liability for uncertain tax positions | ||||||||
| Other | ||||||||
| $ | $ | |||||||
| (13) | DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
Beginning in the second quarter of 2025, we entered into foreign currency contracts to sell Euros at future defined dates and at fixed exchange rates, to limit our exposure to losses related to the revaluation of non-USD cash balances held in certain African currencies that are marked to the Euro. We did not designate these contracts as hedges for accounting purposes.
Derivative instruments are classified as either assets or liabilities based on their individual fair values. The fair value of our derivative instruments was as follows:
| (In Thousands) | ||||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Euro forward exchange contracts | ||||||||
| Other current assets | $ | $ | ||||||
| Other current liabilities | $ | $ | ( | ) | ||||
We recognized realized and unrealized gains on derivative instruments not designated as hedging instruments of $
| (14) | SEGMENT AND GEOGRAPHIC DISTRIBUTION OF OPERATIONS |
Each of our operating segments is led by senior management ultimately reporting to our Chief Executive Officer, the chief operating decision maker (CODM). Our operating segments comprise the structure used by our CODM to make key operating decisions and assess performance. Discrete financial information is available for each of the segments, and our CODM uses the results of each of the operating segments for resource allocation and performance evaluation. Our CODM evaluates the segments’ operating performance based on segment operating income. Segment operating income is defined as segment revenues less segment costs and expenses. The CODM primarily considers segment operating income for evaluating performance of each segment and making decisions about allocating capital and other resources to each segment.
The following tables provide a comparison of revenues, vessel operating profit, depreciation and amortization, additions to properties and equipment and assets by segment and in total for the three and nine months ended September 30, 2026 and 2025. Vessel operating profit is calculated as vessel revenues less vessel operating costs, segment depreciation expenses, and segment general and administrative costs. Vessel revenues and operating costs relate to our owned and operated vessels while other operating revenues relate to the activities of our other miscellaneous marine-related businesses.
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Americas: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Vessel operating costs: | ||||||||||||||||
| Crew costs | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Insurance | ||||||||||||||||
| Fuel, lube and supplies | ||||||||||||||||
| Other | ||||||||||||||||
| Total vessel operating costs | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Vessel operating profit | ||||||||||||||||
| Additions to properties and equipment | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Asia Pacific: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Vessel operating costs: | ||||||||||||||||
| Crew costs | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Insurance | ||||||||||||||||
| Fuel, lube and supplies | ||||||||||||||||
| Other | ||||||||||||||||
| Total vessel operating costs | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Vessel operating profit | ||||||||||||||||
| Additions to properties and equipment | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Middle East: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Vessel operating costs: | ||||||||||||||||
| Crew costs | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Insurance | ||||||||||||||||
| Fuel, lube and supplies | ||||||||||||||||
| Other | ||||||||||||||||
| Total vessel operating costs | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Vessel operating profit | ||||||||||||||||
| Additions to properties and equipment | $ | ( | ) | $ | $ | $ | ||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| Europe Mediterranean: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Vessel operating costs: | ||||||||||||||||
| Crew costs | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Insurance | ||||||||||||||||
| Fuel, lube and supplies | ||||||||||||||||
| Other | ||||||||||||||||
| Total vessel operating costs | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Vessel operating profit | ||||||||||||||||
| Additions to properties and equipment | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| West Africa: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Vessel operating costs: | ||||||||||||||||
| Crew costs | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Insurance | ||||||||||||||||
| Fuel, lube and supplies | ||||||||||||||||
| Other | ||||||||||||||||
| Total vessel operating costs | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Vessel operating profit | ||||||||||||||||
| Additions to properties and equipment | $ | $ | $ | $ | ||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| (In Thousands) | Three Months Ended | Nine Months Ended | ||||||||||||||
| September 30, 2026 | September 30, 2025 | September 30, 2026 | September 30, 2025 | |||||||||||||
| World Wide: | ||||||||||||||||
| Revenues: | ||||||||||||||||
| Vessel revenues | $ | $ | $ | $ | ||||||||||||
| Other operating revenues | ||||||||||||||||
| Total revenue | ||||||||||||||||
| Vessel operating costs: | ||||||||||||||||
| Crew costs | ||||||||||||||||
| Repair and maintenance | ||||||||||||||||
| Insurance | ||||||||||||||||
| Fuel, lube and supplies | ||||||||||||||||
| Other | ||||||||||||||||
| Total vessel operating costs | ||||||||||||||||
| Costs of other operating revenues | ||||||||||||||||
| General and administrative expense | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Operating profit | ||||||||||||||||
| Corporate expenses | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Gain (loss) on asset dispositions, net | ( | ) | ||||||||||||||
| Operating income | ||||||||||||||||
| Segment additions to properties and equipment | $ | $ | $ | $ | ||||||||||||
| Corporate additions to properties and equipment | ||||||||||||||||
| Total additions to properties and equipment | $ | $ | $ | $ | ||||||||||||
| Segment assets | $ | $ | $ | $ | ||||||||||||
| Corporate assets | ||||||||||||||||
| Total assets | $ | $ | $ | $ | ||||||||||||
| (15) | SUBSEQUENT EVENTS |
Pursuant to the SPA, we agreed to indemnify certain previous owners of the Wilson Companies in respect to the replacement of certain parent guarantees for the BNDES Vessel Construction Loans that would remain in place after the Closing Date of the Wilson Acquisition. Before the Closing Date, to support and backstop our obligation to indemnify these previous owners, we procured unsecured bank guarantees from DNB Bank ASA not to exceed the amount of $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
Certain of the statements included in this Quarterly Report on Form 10-Q (Form 10-Q) constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, which includes any statements that are not historical facts. Such statements often contain words such as “expect,” “believe,” “think,” “anticipate,” “predict,” “plan,” “assume,” “estimate,” “forecast,” “goal,” “target,” “projections,” “intend,” “should,” “will,” “shall” and other similar words. Forward-looking statements are made based on management’s current expectations and beliefs concerning future developments and their potential effects upon Tidewater Inc. and its subsidiaries. There can be no assurance that future developments affecting Tidewater Inc. and its subsidiaries will be those anticipated by management. These forward-looking statements are not a guarantee of future performance and involve risks and uncertainties, and there are certain important factors that could cause actual results to differ, possibly materially, from expectations or estimates reflected in such forward-looking statements, including, among others: fluctuations in worldwide energy demand and oil and natural gas prices; fluctuations in macroeconomic and market conditions (including risks related to recession, inflation, supply chain constraints or disruptions, interest rates, and exchange rates); global trade trends, including evolving impacts from implementation of new tariffs and potential retaliatory measures; industry overcapacity; limited capital resources available to replenish our asset base as needed, including through acquisitions or vessel construction, and to fund our capital expenditure needs; uncertainty of global financial market conditions and potential constraints in accessing capital or credit if and when needed with favorable terms, if at all; changes in decisions and capital spending by customers in the energy industry and the industry expectations for offshore exploration, field development and production; consolidation of our customer base; loss of a major customer; changing customer demands for vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; rapid technological changes; delays and other problems associated with vessel maintenance; the continued availability of qualified personnel and our ability to attract and retain them; the operating risks normally incident to our lines of business, including the potential impact of liquidated counterparties; our ability to comply with covenants in our indenture and other debt agreements; acts of terrorism and piracy; the impact of regional or global public health crises or pandemics; the impact of potential information technology, cybersecurity or data security breaches; uncertainty around the use and impacts of artificial intelligence (AI) applications; our ability to identify and complete future acquisitions; our ability to integrate the Wilson Companies and other acquired businesses; our ability to enter into new lines of business, through acquisition or otherwise; disagreements with our joint venture partners; natural disasters or significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, including expropriation or enforcement of customs or other laws that are not well developed or consistently enforced, the conflict between Russia and Ukraine, the ongoing conflict in the Middle East and the global response to these hostilities; the risks associated with our international operations, including local content, local currency or similar requirements especially in higher political risk countries where we operate; labor changes proposed by international conventions; increased regulatory burdens and oversight; changes in laws governing the taxation of foreign source income; retention of skilled workers; our participation in industry wide, multi-employer, defined pension plans; enforcement of laws related to the environment, labor and foreign corrupt practices; increased global concern, regulation and scrutiny regarding climate change; increased stockholder activism; the potential liability for remedial actions or assessments under existing or future environmental regulations or litigation; the effects of asserted and unasserted claims and the extent of available insurance coverage; the resolution of pending legal proceedings; and other risks and uncertainties detailed in this Form 10-Q and other filings we make with the SEC. If one or more of these or other risks or uncertainties materialize (or the consequences of any such development changes), or should our underlying assumptions prove incorrect, actual results or outcomes may vary materially from those reflected in our forward-looking statements. Forward-looking and other statements in this Form 10-Q regarding our environmental, social and other sustainability plans, goals or activities are not an indication that these statements are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current, and forward-looking environmental, social and sustainability-related statements may be based on standards still developing, internal controls and processes that will continue to evolve, and assumptions subject to change in the future. Statements in this Form 10-Q are made as of the date of this filing, and Tidewater disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise. In addition, see “Risk Factors” included in our Annual Report on Form 10-K, filed with the SEC on March 2, 2026 (2025 Annual Report) and in this Form 10-Q for a discussion of certain risks relating to our business and investment in our securities.
In certain places in this Form 10-Q, we may refer to reports published by third parties that purport to describe trends or developments in energy production and drilling and exploration and we specifically disclaim any responsibility for the accuracy and completeness of such information and have undertaken no steps to update or independently verify such information.
The forward-looking statements should be considered in the context of the risk factors listed above, discussed in this Form 10-Q, and discussed in our 2025 Annual Report as updated by subsequent filings with the SEC. Investors and prospective investors are cautioned not to rely unduly on such forward-looking statements, which speak only as of the date hereof. Management disclaims any obligation to update or revise any forward-looking statements contained herein to reflect new information, future events, or developments.
Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and related notes thereto included in “Item 1. Financial Statements” and with our 2025 Annual Report. The following discussion and analysis contain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in Item 1A of our 2025 Annual Report and elsewhere in this Form 10-Q.
EXECUTIVE SUMMARY AND CURRENT BUSINESS OUTLOOK
Tidewater
We are one of the most experienced international operators in the offshore energy industry with a history spanning 70 years. Our vessels and associated services support all phases of offshore crude oil and natural gas (also referred to as oil and gas) exploration activities, field development, production and maintenance, as well as windfarm development and maintenance. Our services include towing and anchor handling for mobile offshore drilling units; transporting supplies and personnel necessary to sustain drilling, workover and production activities; providing offshore construction and seismic and subsea support; delivering geotechnical survey support for windfarm construction and offering a variety of other specialized services. In addition, we believe we have the broadest geographic operating footprint in the offshore vessel industry. Our global operating footprint allows us to react quickly to changing local market conditions and to be responsive to the changing requirements of the many customers with which we believe we have strong relationships.
On August 31, 2026 (Closing Date), we completed the acquisition (Wilson Acquisition) of all outstanding capital stock of Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A., WSUT) and Atlantic Offshore Services S.A. (together with WSUT, the Wilson Companies). As a result of the Wilson Acquisition, we acquired assets and assumed liabilities owned by the Wilson Companies and their wholly owned subsidiaries, which include a fleet of 22 platform supply vessels (Wilson Vessels). At the Closing Date, we paid an aggregate cash purchase price of $283.1 million, which was the original purchase amount of $500.0 million adjusted for the Wilson Companies' debt (net of cash), working capital and other adjustments as set forth in the Amended and Restated Sale and Purchase Agreement (SPA). The purchase price is subject to customary post-closing adjustments.
At September 30, 2026, we owned 226 vessels with an average age of 14.0 years available to serve the global offshore energy industry.
MD&A Objective and Principal Factors That Drive Our Results, Cash Flows and Liquidity
Our MD&A is designed to provide information about our financial condition and results of operations from management’s perspective.
Our revenues, net earnings and cash flows from operations are largely dependent upon the activity level of our offshore marine vessel fleet. Our business activity is largely dependent on the level of exploration, field development and production activity of our customers. Our customers’ business activity, in turn, is dependent on current and expected crude oil and natural gas prices, which fluctuate depending on expected future levels of supply and demand for crude oil and natural gas, and on estimates of the cost to find, develop and produce crude oil and natural gas reserves. Our objective throughout MD&A is to discuss how these factors affected our historical results and where applicable, how we expect these factors to impact our future results and future liquidity.
Our revenues in all segments are driven primarily by our active fleet size, active vessel utilization and day rates. Because a sizeable portion of our vessel operating and depreciation costs do not change proportionally with changes in revenue, our operating profit is largely dependent on revenue levels.
Operating costs consist primarily of crew costs; repair and maintenance costs; insurance costs; fuel, lube oil and supplies costs; and other vessel operating costs. Fleet size, fleet composition, geographic areas of operation, supply and demand for marine personnel, and local labor requirements are the major factors impacting overall crew costs in all segments. In addition, the more technologically sophisticated vessels generally require a greater number of specially trained and more highly compensated fleet personnel. Crew costs may increase if competition for skilled personnel intensifies.
Costs related to the recertification of vessels are deferred and amortized over 30 months on a straight-line basis. Maintenance costs incurred at the time of the recertification drydocking not related to the recertification of the vessel are expensed as incurred. Costs related to vessel improvements that either extend the vessel’s useful life or increase the vessel’s functionality are capitalized and depreciated.
Insurance costs are dependent on a variety of factors, including our safety record and pricing in the insurance markets, and can fluctuate over time. Our vessels are generally insured for up to their estimated fair market value in order to cover damage or loss. We also purchase coverage for potential liabilities stemming from third-party losses and cyber security breaches with limits that we believe are reasonable for our business and operations, but do not generally purchase business interruption insurance or similar coverage. During the past three years, we have not incurred any material costs, fines or penalties due to a direct or third-party vendor cybersecurity breach. Insurance limits are reviewed annually, and third-party coverage is purchased based on the expected scope of ongoing operations and the cost of third-party coverage.
Fuel and lube costs can fluctuate in any given period depending on the number and distance of vessel mobilizations, the number of active vessels off-hire, drydockings, and changes in fuel prices. Generally, our customers are responsible for fuel costs when our vessels are on-hire, and we are responsible for fuel costs when our vessels are off-hire or in drydock. We also incur vessel operating costs aggregated as “other” vessel operating costs. These costs consist of brokers’ commissions, training costs, satellite communication fees, agent fees, port fees, freight and other miscellaneous costs. Brokers’ commissions are incurred primarily in our non-U.S. operations where brokers sometimes assist in obtaining work. Brokers generally are paid a percentage of day rates and, accordingly, commissions paid to brokers generally fluctuate in accordance with vessel revenue.
We discuss our liquidity in terms of cash flow that we generate from our operations. Our primary sources of capital have been our cash on hand, internally generated funds including operating cash flow, vessel sales and long-term debt financing. From time to time, we also issue stock or stock-based financial instruments either in the open market or as currency in acquisitions. This ability is impacted by existing market conditions.
Industry Conditions and Outlook
Our business is exposed to numerous macro factors that influence our outlook and expectations. Our outlook and expectations described herein are based solely on the market as we see it today, and therefore, subject to various changing conditions that impact the oil and gas industry.
Our outlook is largely driven by expectations for the worldwide demand for hydrocarbons, and expectations surrounding the demand for and the global supply of vessels that support the offshore energy industry. Our business is directly impacted by the level of activity in worldwide offshore oil and gas exploration, development and production, which in turn is influenced by trends in oil and gas prices and the condition of the energy markets, and in particular, the willingness of energy companies to spend on offshore operational activities and capital projects. This activity includes ongoing oil and gas production from offshore platforms and floating facilities, demand for offshore drilling rigs and related offshore and subsea construction and infrastructure projects which directly drive demand for our vessels. Oil and gas prices are affected by geopolitical and economic forces, including the fundamental principles of supply and demand. Offshore oil and gas exploration and development activities generally require higher oil or gas prices to justify the expenditure levels of offshore activities. Oil and gas prices are subject to significant uncertainty and, as a result, tend to be extremely volatile.
Over the past several years, oil and gas commodity pricing and the overall supply of and demand for oil and gas have been affected by (i) a global pandemic, which included lock downs by major oil consuming nations; (ii) ongoing global conflicts, notably in eastern Europe between Russia and Ukraine, in Venezuela, and numerous conflicts in the Middle East; (iii) Organization of Petroleum Exporting Countries Plus (OPEC+) production quotas, market share expectations and pricing considerations; (iv) resource growth in non-OPEC+ nations; (v) a capital allocation focus on returning capital to shareholders within the major oil and gas companies, thereby limiting funds previously available for resource development; (vi) economies of and monetary policies in major consuming nations; (vii) increased activism related to the perceived responsibility of the oil and gas sector for climate change; and (viii) U.S. trade policies that include substantial tariffs, causing increased market uncertainty and volatility. Additionally, effective May 1, 2026, the United Arab Emirates (UAE), a member of OPEC, officially ended its OPEC membership.
On February 28, 2026, the United States (U.S.) and Israel initiated a military conflict with Iran that caused significant damage to Iranian infrastructure and resulted in the partial closure of the Strait of Hormuz (Strait) in the Middle East. The Strait is the transit route for approximately 20% of global crude oil and a significant percentage of LNG supplies. Iran responded to the attacks by targeting not only U.S. and Israeli assets in the region, but also a number of Middle Eastern countries including Saudi Arabia, Qatar, Dubai, Kuwait and Bahrain causing additional widespread infrastructure damage and limiting access to transportation routes for crude oil out of the Middle East. The disruption of production from the Middle East resulted in the crude oil futures prices spiking to over $100 per barrel. Cash prices have been even more volatile. The conflict is ongoing with periodic spikes in military activity and threats of expanding the conflict beyond the Persian Gulf.
The impact of the conflict in Iran has been borne primarily by our Middle East segment. The conflict has limited some customers' ability to operate at full capacity in the segment, creating some softness in market demand. However, while our activity has not been significantly interrupted to date as a result of the conflict, we have incurred increased insurance rates, higher crew wages and travel costs and higher fuel costs for vessels operating near the conflict. Specifically, beginning in March 2026, our Middle East segment experienced increased crew wages and travel costs of approximately $5.4 million, increased vessel insurance of approximately $1.8 million and increased fuel cost of approximately $1.8 million. Should the conflict continue, we anticipate similar increases in future costs. We cannot estimate the duration, nor can we predict all possible impacts of this conflict.
Based on the existing demand for oil and gas, we continue to have a positive outlook in the offshore energy industry. Although the ongoing conflict in the Middle East has introduced near‑term uncertainty, we believe it underscores the strategic importance of energy security and the need for sustained upstream investment to support a reliable and affordable global energy supply. We expect offshore developments, given their scale, long reserve lives, and attractive economics, to play an important role and we believe these dynamics bode well for us, given our global operating footprint, high‑specification fleet, and disciplined strategy.
RESULTS OF OPERATIONS
Each of our five operating segments is led by senior management, the results are reviewed and resources are allocated by our Chief Executive Officer, the chief operating decision maker. Discrete financial information is available for each of the segments, and our Chief Executive Officer uses the results of each of the operating segments for resource allocation and performance evaluation.
The results of operations tables included below for the total company and the individual segments disclose financial results supplemented with average vessels, vessel utilization and average day rates.
Total vessel utilization is calculated on all vessels in service (which includes stacked vessels, vessels held for sale and vessels in drydock or down for repair). Active utilization is calculated on all owned and bareboat chartered vessels except vessels held for sale and stacked vessels. Vessel utilization rates are calculated by dividing the number of days a vessel works during a reporting period by the number of days the vessel is available to work in the reporting period. We consider a vessel to be stacked if the vessel crew is furloughed or substantially reduced and limited maintenance is performed on the vessel. Although not currently fulfilling charters, stacked vessels are considered in service and included in the calculation of our utilization statistics. As such, stacked vessels depress utilization rates because stacked vessels are considered available to work and are included in the calculation of utilization rates. We had five stacked vessels at September 30, 2026 and eight stacked vessels at December 31, 2025.
Vessel day rates are determined by the demand created largely through the level of offshore exploration, field development and production spending by energy companies relative to the supply of offshore support vessels. Specifications of available equipment and the scope of service provided may also influence vessel day rates. Average day rates are calculated by dividing the revenue a vessel earns during a reporting period by the number of days the vessel worked in the reporting period. Vessel operating cost per active day is calculated based on total available days less stacked days.
Total vessels in service include vessels not owned by us and under bareboat charter agreements. We had two such vessels to begin the year, but purchased both of the vessels in the first quarter of 2026 and they are now included in our owned vessel count.
Consolidated Results – Three Months Ended September 30, 2026 compared to June 30, 2026
| (In Thousands except for statistics) |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
June 30, 2026 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 360,416 | $ | 342,287 | $ | 18,129 | 5 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
110,769 | 105,225 | (5,544 | ) | (5 | )% | ||||||||||
| Repair and maintenance |
31,694 | 28,953 | (2,741 | ) | (9 | )% | ||||||||||
| Insurance |
2,948 | 2,939 | (9 | ) | (0 | )% | ||||||||||
| Fuel, lube and supplies |
19,817 | 21,046 | 1,229 | 6 | % | |||||||||||
| Other |
25,013 | 22,583 | (2,430 | ) | (11 | )% | ||||||||||
| Total vessel operating costs |
190,241 | 180,746 | (9,495 | ) | (5 | )% | ||||||||||
| Costs of other operating revenues |
1,350 | 1,072 | (278 | ) | (26 | )% | ||||||||||
| General and administrative |
43,777 | 34,845 | (8,932 | ) | (26 | )% | ||||||||||
| Depreciation and amortization |
74,707 | 66,412 | (8,295 | ) | (12 | )% | ||||||||||
| Loss (gain) on asset dispositions, net |
8 | (3,316 | ) | (3,324 | ) | 100 | % | |||||||||
| Total costs and expenses |
310,083 | 279,759 | (30,324 | ) | (11 | )% | ||||||||||
| Operating income |
50,333 | 62,528 | (12,195 | ) | (20 | )% | ||||||||||
| Other income (expense): |
||||||||||||||||
| Foreign exchange loss |
(3,674 | ) | (688 | ) | (2,986 | ) | 434 | % | ||||||||
| Interest income and other, net |
4,842 | 730 | 4,112 | 563 | % | |||||||||||
| Interest and other debt costs, net |
(16,075 | ) | (16,426 | ) | 351 | 2 | % | |||||||||
| Total other expense |
(14,907 | ) | (16,384 | ) | 1,477 | 9 | % | |||||||||
| Income before income taxes |
35,426 | 46,144 | (10,718 | ) | (23 | )% | ||||||||||
| Income tax expense |
18,195 | 25,062 | 6,867 | 27 | % | |||||||||||
| Net income |
17,231 | 21,082 | (3,851 | ) | (18 | )% | ||||||||||
| Net loss attributable to noncontrolling interests |
(283 | ) | (580 | ) | 297 | 51 | % | |||||||||
| Net income attributable to Tidewater Inc. |
$ | 17,514 | $ | 21,662 | $ | (4,148 | ) | (19 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
77.4 | % | 79.2 | % | (1.8 | )% | ||||||||||
| Active utilization |
79.2 | % | 81.4 | % | (2.2 | )% | ||||||||||
| Average vessel day rates |
$ | 23,775 | $ | 22,938 | $ | 837 | 3.6 | % | ||||||||
| Vessel operating cost per active day |
$ | 9,997 | $ | 9,886 | $ | (111 | ) | (1.1 | )% | |||||||
| Average total vessels |
211 | 206 | 5 | |||||||||||||
| Average stacked vessels |
(5 | ) | (6 | ) | 1 | |||||||||||
| Average active vessels |
206 | 200 | 6 | |||||||||||||
Revenue:
| ● | Increase primarily due to the addition of the 22 Wilson Vessels acquired effective August 31, 2026. |
|
| ● | Increase in day rates was primarily due to increases in demand in Europe/Mediterranean. |
Vessel operating costs:
| ● |
Increase primarily due to the 22 Wilson Vessels in the third quarter which drove $7.8 million of incremental costs. |
General and administrative:
| ● |
Increase primarily due to higher transaction expenses associated with the Wilson Acquisition and incremental costs from the shore-based personnel from the Wilson Acquisition. |
Depreciation and amortization:
| ● |
Increase primarily due to the 22 Wilson Vessels acquired effective August 31, 2026. |
Loss (gain) on asset dispositions, net:
| ● |
During the third quarter of 2026, we had no vessel sales. During the second quarter of 2026, we sold two vessels and other assets for approximately $11.5 million in proceeds and recognized a net gain of $3.3 million on the dispositions. |
Interest income and other, net:
| ● |
Increase primarily due to interest income resulting from higher cash balances. |
Interest expense:
| ● |
No significant variances. |
Foreign exchange losses:
| ● |
Our foreign exchange losses in the third quarter of 2026 was primarily the result of the settlement and revaluation of various foreign currency balances due to the strengthening of the U.S. Dollar against the Central African Franc, West African Franc, Norwegian Kroner, Brazilian Real, Angola Kwanza, British Pound and Euro. |
Income tax expense:
| ● |
We are subject to taxes on our income in many jurisdictions worldwide and our actual tax expense can vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax jurisdictions. The decrease in income taxes for the three months ended September 30, 2026, compared to the three months ended June 30, 2026, is mainly attributable to taxes on our operations in foreign countries. Tax expense will vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax regimes. |
Segment results for three months ended September 30, 2026 compared to June 30, 2026
Americas Segment Operations.
| (In Thousands except for statistics) |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
June 30, 2026 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 71,997 | $ | 53,969 | $ | 18,028 | 33 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
24,255 | 17,972 | (6,283 | ) | (35 | )% | ||||||||||
| Repair and maintenance |
7,081 | 5,706 | (1,375 | ) | (24 | )% | ||||||||||
| Insurance |
499 | 429 | (70 | ) | (16 | )% | ||||||||||
| Fuel, lube and supplies |
3,533 | 3,252 | (281 | ) | (9 | )% | ||||||||||
| Other |
6,287 | 5,276 | (1,011 | ) | (19 | )% | ||||||||||
| Total vessel operating costs |
41,655 | 32,635 | (9,020 | ) | (28 | )% | ||||||||||
| General and administrative |
6,247 | 4,143 | (2,104 | ) | (51 | )% | ||||||||||
| Depreciation and amortization |
19,335 | 9,806 | (9,529 | ) | (97 | )% | ||||||||||
| Vessel operating profit |
$ | 4,760 | $ | 7,385 | $ | (2,625 | ) | (36 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
72.1 | % | 68.0 | % | 4.1 | % | ||||||||||
| Active utilization |
80.8 | % | 78.5 | % | 2.3 | % | ||||||||||
| Average vessel day rates |
$ | 29,194 | $ | 29,056 | $ | 138 | 0.5 | % | ||||||||
| Vessel operating cost per active day |
$ | 13,569 | $ | 13,678 | $ | 109 | 0.8 | % | ||||||||
| Average total vessels |
37 | 30 | 7 | |||||||||||||
| Average stacked vessels |
(4 | ) | (4 | ) | — | |||||||||||
| Average active vessels |
33 | 26 | 7 | |||||||||||||
Revenue:
| ● |
Increase primarily driven by one month of revenue from the 22 Wilson Vessels. |
|
| ● |
Utilization increased due to the addition of the Wilson Vessels. |
Vessel operating costs:
| ● |
Increase primarily due to higher number of vessels in the segment associated with the Wilson Acquisition. |
General and administrative expense:
| ● |
Increase primarily due to incremental costs associated with the Wilson Acquisition. |
Depreciation and amortization expense:
| ● |
Increase primarily due to the additional vessels in the segment. |
Asia Pacific Segment Operations.
| (In Thousands except for statistics) |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
June 30, 2026 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 44,538 | $ | 47,948 | $ | (3,410 | ) | (7 | )% | |||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
18,516 | 17,630 | (886 | ) | (5 | )% | ||||||||||
| Repair and maintenance |
3,407 | 3,136 | (271 | ) | (9 | )% | ||||||||||
| Insurance |
273 | 283 | 10 | 4 | % | |||||||||||
| Fuel, lube and supplies |
2,112 | 3,048 | 936 | 31 | % | |||||||||||
| Other |
1,857 | 2,095 | 238 | 11 | % | |||||||||||
| Total vessel operating costs |
26,165 | 26,192 | 27 | 0 | % | |||||||||||
| General and administrative |
2,340 | 2,442 | 102 | 4 | % | |||||||||||
| Depreciation and amortization |
5,598 | 6,207 | 609 | 10 | % | |||||||||||
| Vessel operating profit |
$ | 10,435 | $ | 13,107 | $ | (2,672 | ) | (20 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
69.9 | % | 74.9 | % | (5.0 | )% | ||||||||||
| Active utilization |
69.9 | % | 74.9 | % | (5.0 | )% | ||||||||||
| Average vessel day rates |
$ | 37,858 | $ | 37,013 | $ | 845 | 2.3 | % | ||||||||
| Vessel operating cost per active day |
$ | 15,556 | $ | 15,148 | $ | (407 | ) | (2.7 | )% | |||||||
| Average total vessels |
18 | 19 | (1 | ) | ||||||||||||
| Average stacked vessels |
— | — | — | |||||||||||||
| Average active vessels |
18 | 19 | (1 | ) | ||||||||||||
Revenue:
| ● |
Decrease primarily driven by one less vessel in the segment and lower utilization, partially offset by higher average day rates. |
|
| ● | Utilization decreased due to higher idle days. |
Vessel operating costs:
| ● |
No significant variances. |
General and administrative expense:
| ● |
No significant variances. |
Depreciation and amortization expense:
| ● |
Decrease primarily due to a lower vessel count. |
Middle East Segment Operations.
| (In Thousands except for statistics) |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
June 30, 2026 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 46,418 | $ | 48,483 | $ | (2,065 | ) | (4 | )% | |||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
15,450 | 17,314 | 1,864 | 11 | % | |||||||||||
| Repair and maintenance |
5,713 | 4,514 | (1,199 | ) | (27 | )% | ||||||||||
| Insurance |
871 | 852 | (19 | ) | (2 | )% | ||||||||||
| Fuel, lube and supplies |
3,548 | 3,548 | — | 0 | % | |||||||||||
| Other |
4,732 | 4,044 | (688 | ) | (17 | )% | ||||||||||
| Total vessel operating costs |
30,314 | 30,272 | (42 | ) | (0 | )% | ||||||||||
| General and administrative |
2,345 | 2,316 | (29 | ) | (1 | )% | ||||||||||
| Depreciation and amortization |
9,963 | 9,711 | (252 | ) | (3 | )% | ||||||||||
| Vessel operating profit |
$ | 3,796 | $ | 6,184 | $ | (2,388 | ) | (39 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
76.0 | % | 81.3 | % | (5.3 | )% | ||||||||||
| Active utilization |
77.1 | % | 81.3 | % | (4.2 | )% | ||||||||||
| Average vessel day rates |
$ | 14,758 | $ | 14,555 | $ | 203 | 1.4 | % | ||||||||
| Vessel operating cost per active day |
$ | 7,416 | $ | 7,392 | $ | (23 | ) | (0.3 | )% | |||||||
| Average total vessels |
45 | 45 | — | |||||||||||||
| Average stacked vessels |
(1 | ) | — | (1 | ) | |||||||||||
| Average active vessels |
44 | 45 | (1 | ) | ||||||||||||
Revenue:
| ● | Decrease primarily driven by lower utilization and lower active vessel count partially offset by higher average day rates | |
| ● | Utilization decreased due to higher dry dock and repair days. |
Vessel operating costs:
| ● |
Increase primarily due to higher repair costs as a result of higher repair days, largely offset by lower crew costs. |
General and administrative expense:
| ● |
No significant variances. |
Depreciation and amortization expense:
| ● |
No significant variances. |
Europe/Mediterranean Segment Operations.
| (In Thousands except for statistics) |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
June 30, 2026 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 121,546 | $ | 112,076 | $ | 9,470 | 8 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
35,282 | 34,312 | (970 | ) | (3 | )% | ||||||||||
| Repair and maintenance |
9,051 | 9,419 | 368 | 4 | % | |||||||||||
| Insurance |
770 | 810 | 40 | 5 | % | |||||||||||
| Fuel, lube and supplies |
4,152 | 5,229 | 1,077 | 21 | % | |||||||||||
| Other |
6,920 | 5,981 | (939 | ) | (16 | )% | ||||||||||
| Total vessel operating costs |
56,175 | 55,751 | (424 | ) | (1 | )% | ||||||||||
| General and administrative |
3,547 | 3,401 | (146 | ) | (4 | )% | ||||||||||
| Depreciation and amortization |
24,882 | 26,075 | 1,193 | 5 | % | |||||||||||
| Vessel operating profit |
$ | 36,942 | $ | 26,849 | $ | 10,093 | 38 | % | ||||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
90.4 | % | 88.5 | % | 1.9 | % | ||||||||||
| Active utilization |
90.4 | % | 88.5 | % | 1.9 | % | ||||||||||
| Average vessel day rates |
$ | 25,748 | $ | 24,341 | $ | 1,407 | 5.8 | % | ||||||||
| Vessel operating cost per active day |
$ | 10,762 | $ | 10,713 | $ | (49 | ) | (0.5 | )% | |||||||
| Average total vessels |
57 | 57 | — | |||||||||||||
| Average stacked vessels |
— | — | — | |||||||||||||
| Average active vessels |
57 | 57 | — | |||||||||||||
Revenue:
| ● |
Increase primarily driven by higher utilization and higher average day rates, primarily in the U.K. sector of the North Sea. |
|
| ● |
Active utilization increased due to lower drydock and mobilization days. |
Vessel operating costs:
| ● |
Increase primarily due to higher crew costs as a result of reduced credit received from government payroll reimbursement in the third quarter compared to the second quarter. |
General and administrative expense:
| ● |
No significant variances. |
Depreciation and amortization expense:
| ● |
Decrease primarily due to the vessel depreciable value mix in the segment. |
West Africa Segment Operations.
| (In Thousands except for statistics) |
Three Months Ended |
|||||||||||||||
| September 30, 2026 |
June 30, 2026 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 73,048 | $ | 77,255 | $ | (4,207 | ) | (5 | )% | |||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
17,266 | 17,997 | 731 | 4 | % | |||||||||||
| Repair and maintenance |
6,442 | 6,178 | (264 | ) | (4 | )% | ||||||||||
| Insurance |
535 | 565 | 30 | 5 | % | |||||||||||
| Fuel, lube and supplies |
6,472 | 5,969 | (503 | ) | (8 | )% | ||||||||||
| Other |
5,217 | 5,187 | (30 | ) | (1 | )% | ||||||||||
| Total vessel operating costs |
35,932 | 35,896 | (36 | ) | (0 | )% | ||||||||||
| General and administrative |
2,914 | 3,254 | 340 | 10 | % | |||||||||||
| Depreciation and amortization |
13,776 | 13,493 | (283 | ) | (2 | )% | ||||||||||
| Vessel operating profit |
$ | 20,426 | $ | 24,612 | $ | (4,186 | ) | (17 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
71.1 | % | 75.3 | % | (4.2 | )% | ||||||||||
| Active utilization |
71.1 | % | 77.5 | % | (6.4 | )% | ||||||||||
| Average vessel day rates |
$ | 20,692 | $ | 20,751 | $ | (59 | ) | (0.3 | )% | |||||||
| Vessel operating cost per active day |
$ | 7,235 | $ | 7,355 | $ | 120 | 1.6 | % | ||||||||
| Average total vessels |
54 | 55 | (1 | ) | ||||||||||||
| Average stacked vessels |
— | (2 | ) | 2 | ||||||||||||
| Average active vessels |
54 | 53 | 1 | |||||||||||||
Revenue:
| ● |
Decrease primarily driven by lower utilization and lower average day rates. |
|
| ● | Utilization decreased primarily due to higher idle and drydock days. |
Vessel operating costs:
| ● |
No significant variances. |
General and administrative expense:
| ● |
Decrease primarily due to lower personnel costs and lower professional fees. |
Depreciation and amortization expense:
| ● |
Increase primarily due to higher number of vessels. |
Consolidated Results – Nine months ended September 30, 2026 compared to September 30, 2025
| (In Thousands except for statistics) |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 1,028,925 | $ | 1,015,988 | $ | 12,937 | 1 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
314,881 | 302,118 | (12,763 | ) | (4 | )% | ||||||||||
| Repair and maintenance |
85,451 | 74,527 | (10,924 | ) | (15 | )% | ||||||||||
| Insurance |
8,547 | 7,566 | (981 | ) | (13 | )% | ||||||||||
| Fuel, lube and supplies |
57,317 | 45,926 | (11,391 | ) | (25 | )% | ||||||||||
| Other |
70,978 | 78,326 | 7,348 | 9 | % | |||||||||||
| Total vessel operating costs |
537,174 | 508,463 | (28,711 | ) | (6 | )% | ||||||||||
| Costs of other operating revenues |
3,183 | 5,790 | 2,607 | 45 | % | |||||||||||
| General and administrative |
112,181 | 95,563 | (16,618 | ) | (17 | )% | ||||||||||
| Depreciation and amortization |
207,738 | 196,150 | (11,588 | ) | (6 | )% | ||||||||||
| Gain on asset dispositions, net |
(3,196 | ) | (8,598 | ) | (5,402 | ) | (63 | )% | ||||||||
| Total costs and expenses |
857,080 | 797,368 | (59,712 | ) | (7 | )% | ||||||||||
| Operating income |
171,845 | 218,620 | (46,775 | ) | (21 | )% | ||||||||||
| Other income (expense): |
||||||||||||||||
| Foreign exchange gain (loss) |
(7,765 | ) | 20,549 | (28,314 | ) | (138 | )% | |||||||||
| Interest income and other, net |
7,761 | 4,715 | 3,046 | 65 | % | |||||||||||
| Loss on early extinguishment of debt |
— | (27,101 | ) | 27,101 | (100 | )% | ||||||||||
| Interest and other debt costs, net |
(49,392 | ) | (49,375 | ) | (17 | ) | (0 | )% | ||||||||
| Total other expense |
(49,396 | ) | (51,212 | ) | 1,816 | 4 | % | |||||||||
| Income before income taxes |
122,449 | 167,408 | (44,959 | ) | (27 | )% | ||||||||||
| Income tax expense |
78,160 | 53,404 | (24,756 | ) | (46 | )% | ||||||||||
| Net income |
44,289 | 114,004 | (69,715 | ) | (61 | )% | ||||||||||
| Net loss attributable to noncontrolling interests |
(1,027 | ) | (773 | ) | (254 | ) | (33 | )% | ||||||||
| Net income attributable to Tidewater Inc. |
$ | 45,316 | $ | 114,777 | $ | (69,461 | ) | (61 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
78.1 | % | 75.3 | % | 2.8 | % | ||||||||||
| Active utilization |
80.4 | % | 77.8 | % | 2.6 | % | ||||||||||
| Average vessel day rates |
$ | 23,007 | $ | 22,753 | $ | 254 | 1.1 | % | ||||||||
| Vessel operating cost per active day |
$ | 9,694 | $ | 8,918 | $ | (776 | ) | (8.7 | )% | |||||||
| Average total vessels |
208 | 214 | (6 | ) | ||||||||||||
| Average stacked vessels |
(6 | ) | (7 | ) | 1 | |||||||||||
| Average active vessels |
202 | 207 | (5 | ) | ||||||||||||
Revenue:
| ● | Increase primarily due to one month of revenue from the Wilson Acquisition that closed on August 31, 2026. |
Vessel operating costs:
| ● |
Increase primarily due to higher repair and maintenance costs, higher crew costs and higher fuel costs. The increase in repair costs was primarily due to higher repair days and several high-cost repairs. In addition, the Wilson Acquisition added incremental vessel operating costs totaling $7.8 million. The crew costs increase was primarily driven by war premium bonuses and crew travel costs in the Middle East related to the Iran conflict. The increase in fuel costs is primarily due to higher vessel mobilization days and increase in fuel prices as a result of the Iran conflict. These increases were partially offset by lower other costs due to lower deductibles on insured claims and lower relief vessel costs in 2026 compared to 2025. |
General and administrative:
| ● |
Increase primarily due to higher transaction expenses associated with the Wilson Acquisition. The Wilson Acquisition also added incremental costs of $2.4 million. |
Depreciation and amortization:
| ● |
Increase primarily due to the Wilson Acquisition which added incremental costs of $9.1 million. |
Gain on asset dispositions, net:
| ● |
During the first nine months of 2026, we sold four vessels and other assets for approximately $14.9 million in proceeds and recognized a net gain of $3.2 million on the dispositions. During the first nine months of 2025, we sold ten vessels and other assets for approximately $12.3 million in proceeds and recognized a net gain of $8.6 million on the dispositions. |
Interest income and other, net:
| ● |
Increase due to interest income from higher cash balances, partially offset by transaction costs associated with the conversion of Central African Franc to U.S. Dollar. |
Loss on early extinguishment of debt:
| ● |
Decrease primarily due to the early redemption premiums incurred in 2025 as a result of the redemption of the 10.375% Senior Unsecured Notes due July 2028 and the 8.5% Senior Secured Notes due 2026. |
Interest expense:
| ● |
No significant variances. |
Foreign exchange gain (loss):
| ● |
Our foreign exchange losses in 2026 and gains in 2025, were primarily the result of the settlement and revaluation of various foreign currency balances due to the strengthening or weakening of the U.S. Dollar against the Central African Franc, West African Franc, Norwegian Kroner, Brazilian Real, Angola Kwanza, British Pound and Euro. |
Income tax expense:
| ● |
We are subject to taxes on our income in many jurisdictions worldwide and our actual tax expense can vary disproportionally to overall net income due to the mix of profits and losses in these foreign tax jurisdictions. The increase in income taxes for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, was primarily driven by the tax benefit, totaling approximately $27.0 million, from the release of valuation allowance in the U.S. on net operating losses during the nine months ended September 30, 2025. Additionally, during the nine months ended September 30, 2026, we recognized a gain on sale of a vessel which resulted in $2.9 million of Pillar Two top-up tax and was included as Subpart F income and subject to U.S. taxation. |
Segment results for nine months ended September 30, 2026 compared to September 30, 2025
Americas Segment Operations.
| (In Thousands except for statistics) |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 184,492 | $ | 200,523 | $ | (16,031 | ) | (8 | )% | |||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
61,956 | 59,726 | (2,230 | ) | (4 | )% | ||||||||||
| Repair and maintenance |
18,015 | 14,446 | (3,569 | ) | (25 | )% | ||||||||||
| Insurance |
1,390 | 1,492 | 102 | 7 | % | |||||||||||
| Fuel, lube and supplies |
9,672 | 7,296 | (2,376 | ) | (33 | )% | ||||||||||
| Other |
17,127 | 20,692 | 3,565 | 17 | % | |||||||||||
| Total vessel operating costs |
108,160 | 103,652 | (4,508 | ) | (4 | )% | ||||||||||
| General and administrative |
14,141 | 11,047 | (3,094 | ) | (28 | )% | ||||||||||
| Depreciation and amortization |
40,479 | 36,033 | (4,446 | ) | (12 | )% | ||||||||||
| Vessel operating profit |
$ | 21,712 | $ | 49,791 | $ | (28,079 | ) | (56 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
68.9 | % | 73.4 | % | (4.5 | )% | ||||||||||
| Active utilization |
78.9 | % | 77.1 | % | 1.8 | % | ||||||||||
| Average vessel day rates |
$ | 29,250 | $ | 29,661 | $ | (411 | ) | (1.4 | )% | |||||||
| Vessel operating cost per active day |
$ | 13,424 | $ | 11,808 | $ | (1,616 | ) | (13.7 | )% | |||||||
| Average total vessels |
34 | 33 | 1 | |||||||||||||
| Average stacked vessels |
(5 | ) | (2 | ) | (3 | ) | ||||||||||
| Average active vessels |
29 | 31 | (2 | ) | ||||||||||||
Revenue:
| ● |
Decrease primarily driven by lower active vessel count and lower average day rates partially offset by higher active utilization. |
|
| ● | Active utilization increased due to lower idle days. |
Vessel operating costs:
| ● |
Increase primarily due to the Wilson Acquisition, which added $7.8 million, partially offset by a legal claim accrual recorded in 2025. |
General and administrative expense:
| ● |
Increase primarily due to $2.4 million of incremental costs associated with the Wilson Acquisition and higher personnel costs. |
Depreciation and amortization expense:
| ● |
Increase primarily due to $9.1 million costs associated with the Wilson Acquisition, partially offset by lower drydock amortization as a result of vessel transfers out of the segment. |
Asia Pacific Segment Operations.
| (In Thousands except for statistics) |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 139,050 | $ | 147,710 | $ | (8,660 | ) | (6 | )% | |||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
52,013 | 59,736 | 7,723 | 13 | % | |||||||||||
| Repair and maintenance |
9,500 | 9,477 | (23 | ) | (0 | )% | ||||||||||
| Insurance |
810 | 830 | 20 | 2 | % | |||||||||||
| Fuel, lube and supplies |
7,673 | 5,999 | (1,674 | ) | (28 | )% | ||||||||||
| Other |
5,706 | 7,203 | 1,497 | 21 | % | |||||||||||
| Total vessel operating costs |
75,702 | 83,245 | 7,543 | 9 | % | |||||||||||
| General and administrative |
7,007 | 6,832 | (175 | ) | (3 | )% | ||||||||||
| Depreciation and amortization |
17,329 | 16,845 | (484 | ) | (3 | )% | ||||||||||
| Vessel operating profit |
$ | 39,012 | $ | 40,788 | $ | (1,776 | ) | (4 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
74.3 | % | 71.8 | % | 2.5 | % | ||||||||||
| Active utilization |
74.3 | % | 71.8 | % | 2.5 | % | ||||||||||
| Average vessel day rates |
$ | 37,434 | $ | 37,739 | $ | (305 | ) | (0.8 | )% | |||||||
| Vessel operating cost per active day |
$ | 15,137 | $ | 15,314 | $ | 176 | 1.2 | % | ||||||||
| Average total vessels |
18 | 20 | (2 | ) | ||||||||||||
| Average stacked vessels |
— | — | — | |||||||||||||
| Average active vessels |
18 | 20 | (2 | ) | ||||||||||||
Revenue:
| ● |
Decrease driven by a lower number of vessels, primarily from vessels transferring out of Australia, and lower average day rates. |
|
| ● | Utilization increased due to lower drydock and repair days. |
Vessel operating costs:
| ● |
Decrease primarily due to lower crew costs associated with vessels leaving Australia which is a high operating cost area. This decrease was partially offset by higher fuel costs associated with higher fuel prices and an increase in fuel consumption from higher mobilization days. |
General and administrative expense:
| ● |
No significant variances. |
Depreciation and amortization expense:
| ● |
Increase primarily due to the vessel depreciable value mix in the segment. |
Middle East Segment Operations.
| (In Thousands except for statistics) |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 140,470 | $ | 125,552 | $ | 14,918 | 12 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
48,291 | 40,123 | (8,168 | ) | (20 | )% | ||||||||||
| Repair and maintenance |
14,083 | 12,917 | (1,166 | ) | (9 | )% | ||||||||||
| Insurance |
2,486 | 1,356 | (1,130 | ) | (83 | )% | ||||||||||
| Fuel, lube and supplies |
9,780 | 8,205 | (1,575 | ) | (19 | )% | ||||||||||
| Other |
12,851 | 13,491 | 640 | 5 | % | |||||||||||
| Total vessel operating costs |
87,491 | 76,092 | (11,399 | ) | (15 | )% | ||||||||||
| General and administrative |
6,938 | 8,470 | 1,532 | 18 | % | |||||||||||
| Depreciation and amortization |
29,433 | 23,539 | (5,894 | ) | (25 | )% | ||||||||||
| Vessel operating profit |
$ | 16,608 | $ | 17,451 | $ | (843 | ) | (5 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
78.7 | % | 82.5 | % | (3.8 | )% | ||||||||||
| Active utilization |
79.1 | % | 82.5 | % | (3.4 | )% | ||||||||||
| Average vessel day rates |
$ | 14,535 | $ | 12,957 | $ | 1,578 | 12.2 | % | ||||||||
| Vessel operating cost per active day |
$ | 7,152 | $ | 6,482 | $ | (670 | ) | (10.3 | )% | |||||||
| Average total vessels |
45 | 43 | 2 | |||||||||||||
| Average stacked vessels |
— | — | — | |||||||||||||
| Average active vessels |
45 | 43 | 2 | |||||||||||||
Revenue:
| ● | Increase primarily driven by higher average day rates and higher vessel count, partially offset by lower utilization. | |
| ● | Utilization decreased primarily due to higher idle days. |
Vessel operating costs:
| ● |
Increase primarily due to higher crew costs from war risk bonuses and crew travel costs; insurance; and fuel costs directly related to the Iran conflict. This increase was offset by lower other costs primarily due to lower training costs and lower mobilization costs. |
General and administrative expense:
| ● |
Decrease primarily due to lower personnel costs in 2026. |
Depreciation and amortization expense:
| ● |
Increase primarily due to higher number of vessels. |
Europe/Mediterranean Segment Operations.
| (In Thousands except for statistics) |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 320,567 | $ | 261,225 | $ | 59,342 | 23 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
101,293 | 86,557 | (14,736 | ) | (17 | )% | ||||||||||
| Repair and maintenance |
26,036 | 19,928 | (6,108 | ) | (31 | )% | ||||||||||
| Insurance |
2,279 | 2,062 | (217 | ) | (11 | )% | ||||||||||
| Fuel, lube and supplies |
14,032 | 8,769 | (5,263 | ) | (60 | )% | ||||||||||
| Other |
18,667 | 15,730 | (2,937 | ) | (19 | )% | ||||||||||
| Total vessel operating costs |
162,307 | 133,046 | (29,261 | ) | (22 | )% | ||||||||||
| General and administrative |
10,710 | 10,527 | (183 | ) | (2 | )% | ||||||||||
| Depreciation and amortization |
75,714 | 69,695 | (6,019 | ) | (9 | )% | ||||||||||
| Vessel operating profit |
$ | 71,836 | $ | 47,957 | $ | 23,879 | 50 | % | ||||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
86.4 | % | 88.6 | % | (2.2 | )% | ||||||||||
| Active utilization |
86.4 | % | 88.6 | % | (2.2 | )% | ||||||||||
| Average vessel day rates |
$ | 24,129 | $ | 21,530 | $ | 2,599 | 12.1 | % | ||||||||
| Vessel operating cost per active day |
$ | 10,558 | $ | 9,736 | $ | (822 | ) | (8.4 | )% | |||||||
| Average total vessels |
56 | 50 | 6 | |||||||||||||
| Average stacked vessels |
— | — | — | |||||||||||||
| Average active vessels |
56 | 50 | 6 | |||||||||||||
Revenue:
| ● |
Increase primarily driven by higher day rates and an increase in the vessel count as we had vessels transfer into the segment. This was partially offset by a decrease in utilization. |
|
| ● |
Active utilization decreased due to higher drydock and mobilization days. |
Vessel operating costs:
| ● |
Increase primarily due to higher crew costs as a result of increased vessel count and higher fuel costs largely related to higher fuel prices and an increase in fuel consumption from higher mobilization days. The increase in repair and maintenance costs was primarily due to vessels transferring into the segment and high-cost repairs. |
General and administrative expense:
| ● |
No significant variances. |
Depreciation and amortization expense:
| ● |
Increase primarily due to higher depreciation and amortization of drydock costs from higher number of vessels. |
West Africa Segment Operations.
| (In Thousands except for statistics) |
Nine Months Ended |
|||||||||||||||
| September 30, 2026 |
September 30, 2025 |
Change |
% Change |
|||||||||||||
| Total revenue |
$ | 236,117 | $ | 271,038 | $ | (34,921 | ) | (13 | )% | |||||||
| Costs and expenses: |
||||||||||||||||
| Vessel operating costs: |
||||||||||||||||
| Crew costs |
51,328 | 55,976 | 4,648 | 8 | % | |||||||||||
| Repair and maintenance |
17,817 | 17,759 | (58 | ) | (0 | )% | ||||||||||
| Insurance |
1,582 | 1,826 | 244 | 13 | % | |||||||||||
| Fuel, lube and supplies |
16,160 | 15,657 | (503 | ) | (3 | )% | ||||||||||
| Other |
16,627 | 21,210 | 4,583 | 22 | % | |||||||||||
| Total vessel operating costs |
103,514 | 112,428 | 8,914 | 8 | % | |||||||||||
| General and administrative |
9,139 | 8,267 | (872 | ) | (11 | )% | ||||||||||
| Depreciation and amortization |
41,196 | 47,295 | 6,099 | 13 | % | |||||||||||
| Vessel operating profit |
$ | 82,268 | $ | 103,048 | $ | (20,780 | ) | (20 | )% | |||||||
| Select operating statistics: |
||||||||||||||||
| Utilization |
76.0 | % | 62.9 | % | 13.1 | % | ||||||||||
| Active utilization |
78.0 | % | 68.2 | % | 9.8 | % | ||||||||||
| Average vessel day rates |
$ | 20,726 | $ | 23,137 | $ | (2,411 | ) | (10.4 | )% | |||||||
| Vessel operating cost per active day |
$ | 7,007 | $ | 6,436 | $ | (571 | ) | (8.9 | )% | |||||||
| Average total vessels |
55 | 68 | (13 | ) | ||||||||||||
| Average stacked vessels |
(1 | ) | (5 | ) | 4 | |||||||||||
| Average active vessels |
54 | 63 | (9 | ) | ||||||||||||
Revenue:
| ● |
Decrease primarily driven by lower vessel count as we had vessels transfer out of the segment, and lower day rates, partially offset by much higher utilization. |
|
| ● | Utilization increased primarily due to lower idle and drydock days. |
Vessel operating costs:
| ● |
Decrease primarily due to lower crew costs as a result of lower number of vessels in the segment and lower other costs as a result of lower relief vessel costs in 2026 compared to 2025. |
General and administrative expense:
| ● |
Increase primarily due to higher professional fees, salaries and benefits and travel costs. |
Depreciation and amortization expense:
| ● |
Decrease due to lower amortization of drydock costs largely related to lower vessel count. |
Liquidity, Capital Resources and Other Matters
Our objective in financing our business is to maintain and preserve adequate financial resources and sufficient levels of liquidity. As of September 30, 2026, we had $395.0 million in cash and cash equivalents and restricted cash, and a borrowing capacity under our Revolving Credit Facility of $250.0 million for which any future borrowings would be due April 2030. As of the date of this filing, no amounts have been drawn under the Revolving Credit Facility. As of September 30, 2026, we had $650.0 million in 9.125% Senior Notes that mature in July 2030 (2030 Notes). In addition, we acquired the Wilson Companies subject to their existing debt totaling approximately $224.5 million at September 30, 2026. Please refer to Note (9) - “Debt” to the accompanying Condensed Consolidated Financial Statements for further details on our indebtedness. Working capital, which includes cash on hand, was $435.4 million at September 30, 2026, and included $58.7 million of current maturities on long term debt.
On August 31, 2026 (Closing Date), we completed the acquisition (Wilson Acquisition) of all outstanding capital stock of Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A., WSUT) and Atlantic Offshore Services S.A. (together with WSUT, the Wilson Companies). As a result of the Wilson Acquisition, we acquired assets and assumed liabilities owned by the Wilson Companies and their wholly owned subsidiaries, which include a fleet of 22 platform supply vessels (Wilson Vessels). At the Closing Date, we paid an aggregate cash purchase price of $283.1 million, which was the original purchase amount of $500.0 million adjusted for the Wilson Companies' debt (net of cash), working capital and other adjustments as set forth in the Amended and Restated Sale and Purchase Agreement (SPA). The purchase price is subject to customary post-closing adjustments.
As of September 30, 2026, the Wilson Companies’ total outstanding debt consisted of (i) the vessel construction loans from Banco Nacional de Desenvolvimento Econômico e Social (BNDES), totaling approximately $167.7 million in aggregate principal amount and maturing between December 2026 and December 2035 (BNDES Vessel Construction Loans), (ii) the vessel conversion and drydock loans from BNDES, totaling approximately $34.8 million in aggregate principal amount and maturing between February 2027 and July 2035 (BNDES C&D Loans), and (iii) the vessel construction loan from Banco do Brasil S.A. (BB), totaling approximately $22.0 million in aggregate principal amount and maturing in December 2030 (BB Vessel Construction Loan). The BNDES Vessel Construction Loans and the BB Vessel Construction Loan were originally used to fund the construction of new vessels. As of the date of this filing, all the relevant construction has been completed, and the vessels serve as collateral securing the Wilson Companies’ obligations.
We believe cash and cash equivalents and net cash provided by operating activities, supplemented with our revolving credit capacity, provide us with sufficient liquidity to fund our obligations and meet our liquidity requirements. We do not expect any significant liquidity issues to arise from the Iran conflict, but we will continue to monitor this situation.
Our cash and cash equivalents include restricted cash and other amounts held by foreign subsidiaries, the majority of which is available to us without adverse tax consequences. As of September 30, 2026, approximately 21% of our cash balance held in foreign subsidiaries is awaiting U.S. dollar conversion.
We currently expect earnings by our foreign subsidiaries will be indefinitely reinvested in foreign jurisdictions to fund strategic initiatives (such as investment, expansion and acquisitions), fund working capital requirements and repay intercompany liabilities of our foreign subsidiaries in the normal course of business. Moreover, we do not currently intend to repatriate earnings of our foreign subsidiaries to the U.S. because cash generated from our domestic businesses and the repayment of intercompany liabilities from foreign subsidiaries are currently sufficient to fund the cash needs of our U.S. operations.
A key component of our growth strategy is expanding our business and fleet through acquisitions, joint ventures and other strategic transactions. We would expect to finance any strategic transactions through cash on hand, the sale of our securities or through debt financing.
The Revolving Credit Facility contains customary affirmative and negative covenants, representations and warranties, and events of default, along with the following three financial covenants: (i) a minimum liquidity test that the sum of consolidated cash and available commitments under the Revolving Credit Facility shall not be less than the greater of $20.0 million or 10% of net interest-bearing debt as defined in the agreement; (ii) the ratio of net interest bearing debt as defined in the agreement to consolidated earnings before depreciation and amortization, interest and other debt costs, net and income tax expense shall be equal to or less than 3 to 1; and (iii) the aggregate fair market value of the collateral vessels divided by the total outstanding debt shall be at least 2.5 to 1. We are currently in compliance and anticipate maintaining ongoing compliance with these financial covenants.
The Wilson Companies’ loan agreements contain affirmative and negative covenants, representations and warranties, and events of default customary for loans of similar nature. Among its other covenants, the BB Vessel Construction Loan requires Magallanes Navegação Brasileira S.A. (now known as Tidewater Navegação Brasileira S.A.), the borrower and a wholly owned subsidiary of WSUT, to maintain (i) a ratio of EBITDA to debt service payments (comprised of principal amortizations and interest) at 1.1 to 1 or higher and (ii) an aggregate appraised value of at least 130% of the outstanding loan balance for vessels serving as collateral. The BNDES Vessel Construction Loans require Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), the borrower and a wholly owned subsidiary of WSUT, to maintain an aggregate appraised value of at least 130% of the outstanding loan balance for vessels serving as collateral. The Wilson Companies are currently in compliance and anticipate maintaining ongoing compliance with these financial covenants.
During the nine months ended September 30, 2026, we generated $44.3 million in net income and $161.4 million in cash flow from operating activities, which is net of our interest payments and drydock costs.
Share Repurchases
On February 27, 2025, our Board of Directors (Board) approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved a new $500.0 million share repurchase program. During the three and nine months ended September 30, 2026, we repurchased and retired 95,018 shares for approximately $7.9 million, excluding commissions and a 1% excise tax. No shares were repurchased during the three months ended September 30, 2025. During the nine months ended September 30, 2025, we repurchased and retired 2,290,204 shares for approximately $90.0 million, excluding commissions and a 1% excise tax. Please refer to Item 5 of our 2025 Annual Report - Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities for additional information regarding repurchases of our common stock.
Dividends
No dividends were declared for the nine months ended September 30, 2026 and 2025. See also Note (6) - “Stockholders’ Equity and Dilutive Equity Instruments” to the accompanying Condensed Consolidated Financial Statements.
Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2026 and 2025 was $161.4 million and $226.1 million, respectively.
Net cash provided by operating activities for the nine months ended September 30, 2026 reflects net income of $44.3 million, which includes non-cash depreciation and amortization of $207.7 million and net gains on asset dispositions of $3.2 million. Combined changes in operating assets and liabilities used $35.9 million in cash, and cash paid for deferred drydock and survey costs was $87.9 million.
Net cash provided by operating activities for the nine months ended September 30, 2025 reflects net income of $114.0 million, which includes non-cash depreciation and amortization of $196.2 million and net gains on asset dispositions of $8.6 million. Combined changes in operating assets and liabilities provided $0.9 million in cash, and cash paid for deferred drydock and survey costs was $84.7 million.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 and 2025 was $297.3 million and $7.7 million, respectively.
Net cash used in investing activities for the nine months ended September 30, 2026 reflects $273.0 million related to the Wilson Acquisition and the receipt of $14.9 million primarily related to the sale of four vessels. Additions to properties and equipment were comprised of approximately $34.2 million in capitalized upgrades to existing vessels and equipment and $5.0 million primarily for other property and information technology equipment purchases and development work.
Net cash used in investing activities for the nine months ended September 30, 2025 reflects receipt of $12.3 million primarily related to the sale of 10 vessels. Additions to properties and equipment were comprised of approximately $15.2 million in capitalized upgrades to existing vessels and equipment and $5.4 million primarily for other property and information technology equipment purchases and development work.
Financing Activities
Net cash used in financing activities for the nine months ended September 30, 2026 and 2025 was $48.0 million and $132.4 million, respectively.
Net cash used in financing activities for the nine months ended September 30, 2026 included payments of long-term debt of $8.5 million, share repurchases of $7.9 million, debt issuance costs of $0.1 million, finance lease payments of $24.9 million related to the acquisition of two vessels previously under bareboat charters and $6.6 million in shares acquired to pay employee taxes on share-based awards.
Net cash used in financing activities for the nine months ended September 30, 2025 included proceeds from long-term debt of $650.0 million, payments of long-term debt of $640.1 million, the purchase of 2,290,204 shares of our common stock for $90.1 million, debt issuance costs of $19.0 million, early redemption premiums of $19.6 million reflecting the retirement of the senior notes, finance lease payments of $5.5 million and the acquisition of $8.0 million in shares to pay employee taxes on share-based awards.
Application of Critical Accounting Policies and Estimates
Our 2025 Annual Report filed with the SEC on March 2, 2026, describes the accounting policies that are critical to reporting our financial position and operating results and that require management’s most difficult, subjective or complex judgments. This Quarterly Report on Form 10-Q should be read in conjunction with the discussion contained in our 2025 Annual Report regarding these critical accounting policies. In addition, we are emphasizing the accounting policies and estimates associated with our business acquisitions as follows:
Business Combinations
On August 31, 2026 (Closing Date), we completed the acquisition of the Wilson Companies. Assets acquired and liabilities assumed in the business combination have been recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities require judgments and assumptions. Adjustments might be made to these estimates during the measurement period (typically up to one year) subsequent to the Closing Date. These adjustments could be material. Please refer to Note (3) - “Acquisitions” to the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for further details on the impact of this business combination on our consolidated financial statements.
New Accounting Pronouncements
For information regarding the effect of new accounting pronouncements, see “Note (2) - Recently Issued or Adopted Accounting Pronouncements” to the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk affecting us, see Item 7A. “Quantitative and Qualitative Disclosures about Market Risk,” in our 2025 Annual Report. Our exposure to market risk has not changed materially since December 31, 2025.
In connection with the Wilson Acquisition, we assumed the BNDES Vessel Construction Loans, the BNDES C&D Loans and the BB Vessel Construction Loan (collectively, the Wilson Companies Debt). As of September 30, 2026, the Wilson Companies Debt had an aggregate outstanding principal amount, excluding discount, of approximately $224.5 million and an aggregate estimated fair value (Level 3) of approximately $203.3 million. Because the Wilson Companies Debt bears interest at fixed rates, changes in market interest rates do not affect our interest expense or cash flows on this debt. Based on our analysis, a hypothetical 100 basis-point change in market interest rates would not have a material impact on its estimated fair value. See Note (9) - “Debt” to the accompanying Condensed Consolidated Financial Statements included in Part I, Item 1 of this Form 10-Q for additional information regarding the Wilson Companies Debt.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed with the objective of ensuring that all information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (Exchange Act), such as this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported, within the time periods specified in the SEC rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. However, any control system, no matter how well conceived and followed, can provide only reasonable, and not absolute, assurance that the objectives of the control system are met.
We evaluated, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of September 30, 2026.
Changes in Internal Controls Over Financial Reporting
As discussed in Note (3) - “Acquisition” to the accompanying Condensed Consolidated Financial Statements, we completed the acquisition of the Wilson Companies on August 31, 2026. Management has considered this transaction material to the Company’s results of operations, cash flows and financial position from the date of acquisition through September 30, 2026 and believes that the internal controls and procedures of the Wilson Companies have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. As of September 30, 2026 and for the nine months ended September 30, 2026, the total assets and revenues of the Wilson Companies represented 22.2% and 1.7%, respectively, of our total assets and revenues in the related consolidated financial statements. We expect to exclude the Wilson Companies from management’s annual assessment of internal control over financial reporting as of December 31, 2026.
Except as described above, there has been no change in our internal controls over financial reporting that occurred during the quarter ended September 30, 2026, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See discussion of legal proceedings in (i) “Note (10) - Commitments and Contingencies” to the accompanying Condensed Consolidated Financial Statements in this Quarterly Report; (ii) Item 3 of Part I of our 2025 Annual Report; and (iii) “Note (11) – Commitments and Contingencies” to the Consolidated Financial Statements included in Item 8 of our 2025 Annual Report.
ITEM 1A. RISK FACTORS
There are numerous factors that affect our business and results of operations, many of which are beyond our control. In addition to the risks discussed below and other information presented in this quarterly report, you should carefully read and consider “Item 1A - Risk Factors” in Part I and “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our 2025 Annual Report, which contain descriptions of significant risks that may cause our actual results of operations in future periods to differ materially from those currently anticipated or expected.
We may not be able to integrate the Wilson Companies’ operations and business successfully.
Effective August 31, 2026, we completed the acquisition of the Wilson Companies from Wilson Sons S.A., Ultranav International II, S.A. and Remolcadores Ultratug Limitada (collectively, the Wilson Sellers). The transaction was completed pursuant to an Amended and Restated Sale and Purchase Agreement dated August 25, 2026 (SPA), by and among Tidewater, the Wilson Companies, the Wilson Sellers, and two wholly owned subsidiaries of Tidewater serving as direct purchasers of the Wilson Companies.
We are currently in the process of integrating the operations and business of the Wilson Companies. Pursuant to the SPA, we have renamed Wilson Sons Ultratug Participações S.A. as Tidewater Offshore do Brasil S.A. and changed the names of its subsidiaries as well. Apart from these name changes and the associated re-branding of the Wilson Companies’ vessels and other assets, our significant integration activities include the harmonization of enterprise resource planning (ERP) systems, financial reporting processes, treasury functions, commercial and chartering tools, fleet maintenance systems, compliance programs, procurement activities, IT and cybersecurity infrastructure, and employment practices.
We may face various difficulties in integrating the Wilson Companies, including, among other factors:
| ● |
challenges associated with managing the larger, more complex, integrated business, including difficulty addressing possible differences in operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of our existing business and the Wilson Companies in a seamless manner; |
|
| ● |
diversion of management’s attention from ongoing business concerns; |
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| ● |
possibility of faulty assumptions underlying expectations regarding the integration process and associated expenses, including unanticipated issues in integrating information technology, communications, and other systems; |
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| ● |
consolidating corporate and administrative infrastructures, including integrating personnel from the Wilson Companies, while maintaining focus on providing consistent, high-quality services; |
|
| ● |
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions; |
|
| ● |
loss of key employees; and |
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| ● |
integrating relationships with customers, vendors and business partners. |
Brazil’s legal, tax, labor, and regulatory environment differs substantially from that of our other operations, which may further increase the complexity, cost, and duration of integration efforts.
If we are unable to successfully complete these integration activities, experience operational disruptions, or take longer than anticipated or incur higher-than-expected costs to complete them, we may not realize the anticipated strategic and financial benefits of the acquisition, and our business, financial condition, and results of operations could be adversely affected.
We are subject to risks relating to the indebtedness of the Wilson Companies we recently acquired, a substantial portion of which our parent company, Tidewater Inc., guarantees. Any breach of, or default under, those loans could result in acceleration, foreclosure on the collateral vessels, and claims against Tidewater directly, which could have a material adverse impact on our business, financial condition and results of operations.
The Wilson Companies’ loans contain certain restrictive covenants and acceleration provisions. These include, under the BB Vessel Construction Loan, maintaining a minimum 1.1 to 1 ratio of EBITDA to debt service, a minimum collateral vessel value of 130% of the loan balance, and a prohibition on changing the collateral vessels’ primary activities without BB’s consent. They also include, under the BNDES loans (with variations between individual loans), compliance with the “Provisions Applicable to BNDES Contracts”, maintaining a minimum collateral vessel value of 130% of the loan balance (applicable to the BNDES Construction Loans), environmental and labor requirements, and/or limits on incurring debt, selling or encumbering assets and changes in control. These covenants, as well as other covenants not specifically mentioned here, may limit our ability to redeploy, sell or refinance the vessels that serve as collateral for these loans and to integrate the Wilson Companies into our global operations, and declines in vessel values or earnings could cause a covenant breach. The lenders may also accelerate the loans upon a broad range of events, including (with variations between individual loans), among other things, (i) payment defaults, (ii) adverse labor or environmental judgments, (iii) violations of anti-bribery, anti-terrorism, anti-money laundering or certain other laws, (iv) bankruptcy, (v) a change in control without the lenders' consent, (vi) restrictive provisions in the organizational documents of the borrower or its controlling entities, and/or (vii) the election of certain affiliated persons to the Brazilian National Congress.
If any of these loans is accelerated, the Wilson Companies may be unable to repay the accelerated amounts, and we may be required to pay them under our guarantees or from our other resources. In the event of default under the BB Loan or any of the BNDES Construction Loans, the lenders could also foreclose on the collateral vessels securing such loan, which would impact our fleet, disrupt our operations, and impair our revenue-generating capacity in Brazil. A default under any of these loans or a failure to meet a payment demand under our guarantees could also trigger cross-default provisions in, or impair our compliance with, the Indenture governing our 9.125% Senior Notes due 2030 and/or our Revolving Credit Facility, which could also adversely affect our credit ratings and access to capital. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Unregistered Sales of Equity Securities
None.
Issuer Repurchases of Equity Securities
On February 27, 2025, our Board of Directors (Board) approved a $90.3 million share repurchase program, and then on August 1, 2025, our Board approved an additional $500.0 million share repurchase program. Share repurchases may take place from time to time on the open market or through privately negotiated transactions. The repurchase program may be suspended or discontinued at any time and does not have a specified expiration date.
Common stock repurchase activity for the three months ended September 30, 2026 was as follows:
| Maximum Dollar |
||||||||||||||||
| Value of Shares |
||||||||||||||||
| Total Number of |
that May Yet Be |
|||||||||||||||
| Total |
Shares Purchased |
Purchased |
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| Number of |
Average |
as Part of Publicly |
Under Plans or |
|||||||||||||
| Shares |
Price Paid |
Announced Plans |
Programs |
|||||||||||||
| Period |
Repurchased | Per Share | or Programs |
(in thousands) |
||||||||||||
| July 1, 2026 - July 31, 2026 |
— | — | — | $ | 500,297 | |||||||||||
| August 1, 2026 - August 31, 2026 |
4,700 | $ | 79.62 | 4,700 | 499,923 | |||||||||||
| September 1, 2026 - September 30, 2026 |
90,318 | 83.79 | 90,318 | 492,355 | ||||||||||||
| Total |
95,018 | $ | 83.59 | 95,018 | ||||||||||||
All share repurchases were made using cash resources and under terms intended to qualify for exemption under Rule 10b-18. Our share repurchases may occur through open-market purchases or pursuant to a Rule 10b5-1 trading plan. The above table excludes any shares withheld to settle employee tax withholdings related to the vesting/exercise of stock awards.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026,
ITEM 6. EXHIBITS
| Exhibit Number |
|
Description |
| 2.1 | Amended and Restated Agreement for the Sale and Purchase of Wilson, Sons Ultratug Participações S.A. and Atlantic Offshore Services S.A., dated as of August 25, 2026, by and among Wilson Sons S.A., Ultranav International II, S.A., Remolcadores Ultratug Limitada, Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A.), Atlantic Offshore Services S.A., Pan Marine do Brasil Ltda., Tidewater Marine International, Inc. and Tidewater Inc. (filed with the Commission as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 31, 2026, File No. 1-6311). | |
| 10.1* | Fixed Credit Facility No. 20/00502-4, dated December 18, 2008 and as amended on June 15, 2012, September 24, 2020, December 28, 2020, June 13, 2022, and August 18, 2026, between Banco do Brasil S.A., Magallanes Navegação Brasileira S.A. (now known as Tidewater Navegação Brasileira S.A.), Tidewater Inc., Wilson, Sons Ultratug Participações S.A. (now known as Tidewater Offshore do Brasil S.A.), and Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.). | |
| 10.2* | Credit Facility Agreement No. 07.2.0417.1, dated August 31, 2007 and as amended on May 16, 2011, June 12, 2012, June 22, 2020, May 7, 2021, and July 15, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), and Wilson Sons S.A. | |
| 10.3* | Credit Facility Agreement No. 07.2.0418.1, dated August 31, 2007 and as amended on May 13, 2010, June 12, 2012, June 22, 2020, May 7, 2021, and July 15, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), and Wilson Sons S.A. | |
| 10.4* | Credit Facility Agreement No. 10.2.1621.1, dated September 22, 2010 and as amended on March 29, 2011, December 5, 2011, July 9, 2012, November 24, 2014, August 28, 2018, June 22, 2020, May 7, 2021, and July 15, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), and Wilson Sons S.A. | |
| 10.5* | Credit Facility Agreement No. 12.2.0433.1, dated June 12, 2012 and as amended on June 22, 2020, May 7, 2021, and July 15, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), and Wilson Sons S.A. | |
| 10.6* | Credit Facility Agreement No. 12.2.0434.1, dated June 12, 2012 and as amended on June 22, 2020, May 7, 2021, and July 15, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), and Wilson Sons S.A. | |
| 10.7* | Credit Facility Agreement No. 22.9.0071.1, dated December 1, 2022 and as amended on August 3, 2023 and February 25, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.). | |
| 10.8* | Credit Facility Agreement No. 22.9.0087.1, dated December 14, 2022, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and Magallanes Navegação Brasileira S.A. (now known as Tidewater Navegação Brasileira S.A.). | |
| 10.9* | Credit Facility Agreement No. 23.9.0103.1, dated January 24, 2024 and as amended on March 8, 2024, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.). | |
| 10.10* | Credit Facility Agreement No. 24.9.0195.1, dated December 30, 2024, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.), and Magallanes Navegação Brasileira S.A. (now known as Tidewater Navegação Brasileira S.A.). | |
| 10.11* | Credit Facility Agreement No. 26.9.0068.1, dated July 13, 2026, between Banco Nacional de Desenvolvimento Econômico e Social - BNDES, and Wilson Sons Offshore S.A. (now known as Tidewater do Brasil S.A.). | |
| 10.12 | Guarantee Agreement, dated as of September 21, 2026, between Tidewater Inc., as guarantor, and Banco Nacional de Desenvolvimento Econômico e Social, as beneficiary (filed with the Commission as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 25, 2026, File No. 1-6311). | |
| 31.1* |
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2* | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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| 32.1** |
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Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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| 32.2** | Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
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Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
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Inline XBRL Taxonomy Extension Schema. |
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Inline XBRL Taxonomy Extension Calculation Linkbase. |
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Inline XBRL Taxonomy Extension Definition Linkbase. |
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Inline XBRL Taxonomy Extension Label Linkbase. |
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Inline XBRL Taxonomy Extension Presentation Linkbase. |
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * |
Filed with this quarterly report on Form 10-Q. |
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Furnished with this quarterly report on Form 10-Q. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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TIDEWATER INC. |
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(Registrant) |
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| Date: November 9, 2026 |
/s/ Samuel R. Rubio |
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Samuel R. Rubio |
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Executive Vice President and Chief Financial Officer |
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(Principal Financial and Accounting Officer and authorized signatory) |