SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended September 30, 2004
| ¨ | 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 1-6311
TIDEWATER INC.
(Exact name of registrant as specified in its charter)
| DELAWARE | 72-0487776 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 601 Poydras Street, Suite 1900, New Orleans, Louisiana | 70130 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (504) 568-1010
Former name, former address and former fiscal year, if changed since last report.
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 of 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.
YES x NO ¨
Indicate by check mark whether the registrant is an accelerated file (as defined in Rule 12b-2 of the Exchange Act).
YES x NO ¨
57,147,336 shares of Tidewater Inc. common stock $.10 par value per share were outstanding on October 8, 2004. Excluded from the calculation of shares outstanding at October 8, 2004 are 3,485,909 shares held by the Registrant’s Grantor Stock Ownership Trust. Registrant has no other class of common stock outstanding.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TIDEWATER INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value data)
| September 30, 2004 |
March 31, 2004 | ||||
| ASSETS |
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| Current assets: |
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| Cash and cash equivalents |
$ | 11,819 | 17,636 | ||
| Trade and other receivables, net |
171,035 | 165,762 | |||
| Marine operating supplies |
39,090 | 37,919 | |||
| Other current assets |
6,659 | 3,320 | |||
| Total current assets |
228,603 | 224,637 | |||
| Investments in, at equity, and advances to unconsolidated companies |
33,763 | 33,722 | |||
| Properties and equipment: |
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| Vessels and related equipment |
2,286,390 | 2,195,863 | |||
| Other properties and equipment |
41,156 | 41,494 | |||
| 2,327,546 | 2,237,357 | ||||
| Less accumulated depreciation and amortization |
920,878 | 894,863 | |||
| Net properties and equipment |
1,406,668 | 1,342,494 | |||
| Goodwill |
328,754 | 328,754 | |||
| Other assets |
166,232 | 152,183 | |||
| Total assets |
$ | 2,164,020 | 2,081,790 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
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| Current liabilities: |
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| Accounts payable and accrued expenses |
71,147 | 59,788 | |||
| Accrued property and liability losses |
9,684 | 9,125 | |||
| Income taxes |
2,208 | 3,139 | |||
| Total current liabilities |
83,039 | 72,052 | |||
| Long-term debt |
380,000 | 325,000 | |||
| Deferred income taxes |
223,784 | 211,982 | |||
| Accrued property and liability losses |
32,414 | 31,031 | |||
| Other liabilities and deferred credits |
63,123 | 75,615 | |||
| Stockholders’ equity: |
|||||
| Common stock of $.10 par value, 125,000,000 shares authorized, issued 60,633,245 shares at September and 60,699,438 shares at March |
6,063 | 6,070 | |||
| Other stockholders’ equity |
1,375,597 | 1,360,040 | |||
| Total stockholders’ equity |
1,381,660 | 1,366,110 | |||
| Total liabilities and stockholders’ equity |
$ | 2,164,020 | 2,081,790 | ||
See Notes to Unaudited Condensed Consolidated Financial Statements.
2
TIDEWATER INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except share and per share data)
| Quarter Ended September 30, |
Six Months Ended September 30, |
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| 2004 |
2003 |
2004 |
2003 |
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| Revenues: |
|||||||||||||
| Vessel revenues |
$ | 161,206 | 159,052 | 311,000 | 319,388 | ||||||||
| Other marine revenues |
5,621 | 5,167 | 13,944 | 9,641 | |||||||||
| 166,827 | 164,219 | 324,944 | 329,029 | ||||||||||
| Costs and expenses: |
|||||||||||||
| Vessel operating costs |
98,261 | 103,862 | 196,825 | 202,179 | |||||||||
| Costs of other marine revenues |
4,093 | 4,273 | 10,907 | 7,453 | |||||||||
| Depreciation and amortization |
24,713 | 24,371 | 48,638 | 48,492 | |||||||||
| General and administrative |
17,702 | 17,237 | 35,304 | 33,506 | |||||||||
| Gain on sales of assets |
(1,247 | ) | (2,304 | ) | (7,680 | ) | (4,590 | ) | |||||
| 143,522 | 147,439 | 283,994 | 287,040 | ||||||||||
| 23,305 | 16,780 | 40,950 | 31,989 | ||||||||||
| Other income (expenses): |
|||||||||||||
| Foreign exchange gain (loss) |
13 | (55 | ) | 450 | (543 | ) | |||||||
| Equity in net earnings of unconsolidated companies |
1,639 | 1,631 | 3,332 | 3,424 | |||||||||
| Minority interests |
53 | (34 | ) | 13 | (91 | ) | |||||||
| Interest and miscellaneous income |
611 | 972 | 1,192 | 1,686 | |||||||||
| Interest and other debt costs |
(1,636 | ) | (1,004 | ) | (3,010 | ) | (1,244 | ) | |||||
| 680 | 1,510 | 1,977 | 3,232 | ||||||||||
| Earnings before income taxes |
23,985 | 18,290 | 42,927 | 45,221 | |||||||||
| Income taxes |
7,676 | 6,036 | 13,737 | 14,923 | |||||||||
| Net earnings |
$ | 16,309 | 12,254 | 29,190 | 30,298 | ||||||||
| Earnings per common share |
$ | .29 | .22 | .51 | .54 | ||||||||
| Diluted earnings per common share |
$ | .29 | .22 | .51 | .53 | ||||||||
| Weighted average common shares outstanding |
56,937,688 | 56,640,767 | 56,919,397 | 56,631,518 | |||||||||
| Incremental common shares from stock options |
142,302 | 82,030 | 114,583 | 113,544 | |||||||||
| Adjusted weighted average common shares |
57,079,990 | 56,722,797 | 57,033,980 | 56,745,062 | |||||||||
| Cash dividends declared per common share |
$ | .15 | .15 | .30 | .30 | ||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
3
TIDEWATER INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
| Quarter Ended September 30, |
Six Months Ended September 30, |
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| 2004 |
2003 |
2004 |
2003 |
||||||||||
| Net cash provided by operating activities |
$ | 32,644 | 39,035 | 59,644 | 66,311 | ||||||||
| Cash flows from investing activities: |
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| Proceeds from sales of assets |
1,216 | 3,341 | 9,762 | 7,883 | |||||||||
| Additions to properties and equipment |
(44,160 | ) | (62,292 | ) | (114,449 | ) | (198,874 | ) | |||||
| Net cash used in investing activities |
(42,944 | ) | (58,951 | ) | (104,687 | ) | (190,991 | ) | |||||
| Cash flows from financing activities: |
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| Borrowings |
30,000 | 300,000 | 85,000 | 436,000 | |||||||||
| Principal payments on debt |
(15,000 | ) | (245,000 | ) | (30,000 | ) | (275,000 | ) | |||||
| Proceeds from issuance of common stock |
1,994 | 103 | 2,026 | 266 | |||||||||
| Cash dividends |
(8,559 | ) | (8,501 | ) | (17,115 | ) | (16,999 | ) | |||||
| Other |
(349 | ) | (1 | ) | (685 | ) | — | ||||||
| Net cash provided by financing activities |
8,086 | 46,601 | 39,226 | 144,266 | |||||||||
| Net change in cash and cash equivalents |
(2,214 | ) | 26,685 | (5,817 | ) | 19,586 | |||||||
| Cash and cash equivalents at beginning of period |
14,033 | 10,668 | 17,636 | 17,767 | |||||||||
| Cash and cash equivalents at end of period |
$ | 11,819 | 37,353 | 11,819 | 37,353 | ||||||||
| Supplemental disclosure of cash flow information: |
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| Cash paid during the period for: |
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| Interest |
$ | 7,254 | 382 | 7,867 | 1,997 | ||||||||
| Income taxes |
$ | 6,704 | 7,046 | 13,277 | 12,336 | ||||||||
See Notes to Unaudited Condensed Consolidated Financial Statements.
4
TIDEWATER INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(1) Interim Financial Statements
The unaudited condensed consolidated financial statements for the interim periods presented herein have been prepared in conformity with United States generally accepted accounting principles and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of the condensed consolidated balance sheets and the condensed consolidated statements of earnings and cash flows at the dates and for the periods indicated. Results of operations for interim periods are not necessarily indicative of results of operations for the respective full years. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the company’s 2004 Annual Report on Form 10-K
Certain previously reported amounts have been reclassified to conform to the quarter and six-month period ended September 30, 2004 financial statement presentation.
(2) Stockholders’ Equity
At September 30, 2004 and March 31, 2004, 3,487,748 and 3,666,694 shares, respectively, of common stock were held in a grantor stock ownership plan trust for the benefit of stock-based employee benefits programs. These shares are not included in common shares outstanding for earnings per share calculations and transactions between the company and the trust, including dividends paid on the company’s common stock, are eliminated in consolidating the accounts of the trust and the company.
(3) Stock-Based Compensation
The company measures compensation expense for its stock-based compensation plan using the intrinsic value recognition and measurement principles prescribed by Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations. The company uses the disclosure provision of Statement of Financial Accounting Standards (SFAS) No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure,” which amended the disclosure provision of SFAS No. 123. The following table illustrates the effect on net earnings and earnings per share for the quarters and six-month periods ended September 30 had the company determined compensation cost based on the fair value at the grant date for its stock options under SFAS No. 123, “Accounting for Stock-Based Compensation.”
| Quarter Ended September 30, |
Six Months Ended September 30, |
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| (In thousands, except share data) |
2004 |
2003 |
2004 |
2003 |
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| Net earnings as reported |
$ | 16,309 | 12,254 | 29,190 | 30,298 | ||||||||
| Add stock-based employee compensation expense included in reported net earnings, net of related tax effect |
$ | 301 | 42 | 601 | 87 | ||||||||
| Less total stock-based employee compensation expense, under fair value method for all awards, net of tax |
$ | (1,491 | ) | (1,592 | ) | (3,107 | ) | (3,186 | ) | ||||
| Pro forma net earnings |
$ | 15,119 | 10,704 | 26,684 | 27,199 | ||||||||
| Earnings per common share: |
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