What the changes say
- Tidewater expanded its risk disclosures to highlight specific threats from oil and gas oversupply, international credit exposure, collective bargaining, and widespread global operations.
What changed since the prior 10-K
New
- NewRisks Relating to Our Business and Industry
A rise in production of oil and gas resources, as in the past, could in the future result in over-supplied oil and gas market. Production has increased as drilling efficiencies have improved, lowering the costs of extraction
Increased oil and gas production and drilling efficiencies could depress commodity prices and lower demand for our offshore support vessels, while sustainability and climate change regulations create costly compliance burdens.
- NewRisks Relating to Our Business and Industry
We typically grant our customers credit on a short-term basis and do not typically collateralize receivables due from customers
We grant uncollateralized short-term credit to customers, including state-controlled entities subject to foreign political priorities, risking delayed payments or defaults.
- NewRisks Relating to Our International and Foreign Operations
We have substantial operations in Brazil, Mexico, Guyana, the North Sea (including U.K. and Norway), Southeast Asia, Australia, Saudi Arabia, Egypt, Angola and throughout the west coast of Africa, which generate a large portion of our revenue
Our extensive international operations expose us to political instability, asset expropriation, regulatory compliance risks like the FCPA and GDPR, and currency fluctuations.
- NewRisks Related to Human Capital
In certain locations, we employ unionized workers subject to collective bargaining agreements that require periodic negotiation. These negotiations could result in higher personnel expenses, other increased costs, or increased operational restrictions
Unionized workers under collective bargaining agreements could strike or cause work stoppages, increasing our personnel costs and operational restrictions.
- NewRisks Related to Our Indebtedness
Lower levels of offshore exploration and development activity and spending by our customers globally directly and significantly have impacted, and may continue to impact, our financial performance, financial condition and financial outlook
Restrictive debt covenants may limit our ability to raise capital or make distributions as we navigate fluctuating levels of offshore exploration spending.
Dropped
- DroppedRisks Relating to Our Business and Industry
We derive a significant amount of revenue from a relatively small number of customers
- DroppedRisks Relating to Our Business and Industry
We may not be able to collect amounts owed to us by our customers
- DroppedRisks Relating to Our Business and Industry
The rise in production of oil and gas resources could increase supply without a commensurate growth in demand which could negatively impact oil and gas prices
- DroppedRisks Related to Our Indebtedness
We may not be able to obtain debt or equity financing if and when needed with favorable terms, if at all
- DroppedRisks Related to Our Securities
Any limitations in our ability to finance future capital expenditures may limit our ability to respond to changes in customer preferences, technological change and other market conditions, which may diminish our competitive position within our sector
- DroppedRisks Related to Our Securities
A limited trading market may exist for our New Creditor Warrants and GLF Creditor Warrants making it difficult to trade or obtain quotations for the warrants
- DroppedRisks Related to Our Securities
We may not be able to maintain a listing of our common stock on the NYSE
Reworded
- 100% rewritten
Failure to effectively and timely address the energy transition could adversely affect our business, results of operations and cash flows
Shifted focus entirely from the energy transition risk to risks regarding the Wilson Companies acquisition strategy, customer concentration, and credit collection.
- 100% rewritten
Our customer base has undergone consolidation and additional consolidation is possible
Replaced discussion of customer industry consolidation reducing potential clients with competition impacting pricing and capital requirements.
- 100% rewritten
An increase in vessel supply without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and negatively impact our revenue
Removed specifics on excess vessel capacity and U.S. coastwise trade laws, replacing them with risks regarding insurance coverage and contractual indemnities.
- 100% rewrittenRisks Relating to Information Technology and Cybersecurity
Cybersecurity attacks on any of our vessels, facilities, or those of third parties, may result in potential liability or reputational damage or otherwise adversely affect our business
Replaced broad technology and financial system failure risks with new specific risks regarding Artificial Intelligence.
- 100% rewrittenRisks Relating to Our Securities
We do not currently pay cash dividends, so realizing a return on your investment depends on selling your common stock for a price greater than what you paid
Added specific warnings regarding foreign ownership limitations, stock-based dilution, and activist stockholders.
- 100% rewrittenRisks Relating to Our Business and Industry
Our ability to raise capital in the future through debt or equity financing may be limited, which could make us unable to fund our capital requirements or business operations or potentially dilute existing stockholders
Expanded capital raising risk to explicitly detail risks of cash generation shortfalls impacting fleet maintenance and competitive positioning.
Was: Our ability to raise capital in the future may be limited, which could make us unable to fund our capital requirements
- 100% rewrittenRisks Relating to Our International and Foreign Operations
We operate in various regions throughout the world and are exposed to many risks inherent in doing business outside the U.S., including risks associated with foreign corrupt practices laws, acts of piracy, war, terrorist attacks and international hostilities
Streamlined international operations by moving detailed country lists and specific laws to risk 23, focusing instead on piracy, war, and foreign corrupt practices.
- 100% rewrittenRisks Related to Our Indebtedness
We may not be able to generate sufficient cash flow to meet our debt service and other obligations
Expanded debt service risk to emphasize that cash generation depends heavily on uncontrollable oil and gas industry conditions and commodity prices.
Was: We may not be able to generate sufficient cash flow to meet our debt service and other obligations
- 100% rewrittenRisks Related to Information Technology and Cybersecurity
Cybersecurity attacks on any of our vessels, facilities, or those of third parties, may result in potential liability or reputational damage or otherwise adversely affect our business
Was: Cybersecurity attacks on any of our vessels, facilities, or those of third parties, may result in potential liability or reputational damage or otherwise adversely affect our business
- 100% rewrittenRisks Related to Our Securities
Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations
- 99% rewritten
We may not be able to renew or replace expiring contracts for our vessels
- 91% rewrittenRisks Relating to Our Business and Industry
At certain locations where we operate, severe weather events, including conditions believed to be associated with climate change, have in the past and may in the future adversely affect our operations and financial results
Was: Severe weather events, including extreme weather conditions associated with climate change, have in the past and may in the future adversely affect our operations and financial results
- 85% rewrittenRisks Relating to Our Business and Industry
domestic and foreign tax policies, including those regarding tariffs and duties
- 80% rewrittenRisks Relating to Our Indebtedness
We may not be able to generate sufficient cash flow to meet our debt service and other obligations
- 71% rewrittenRisks Related to Our Securities
The market price of our securities is subject to volatility
- 71% rewrittenRisks Relating to Our Business and Industry
We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe
- 65% rewrittenRisks Related to Our Securities
Activist stockholders could divert the attention of our management team and/or negatively affect our business
- 65% rewrittenRisks Relating to Our Business and Industry
As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition, and our ability to finance any such acquisitions
Was: As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition, including our ability to finance any such acquisitions
- 31% rewrittenRisks Relating to Our Business and Industry
Maintaining our current fleet size and configuration and acquiring vessels required for additional future growth requires significant capital
- 26% rewrittenRisks Related to Human Capital
Failure to attract and retain qualified personnel could impede our operations
- 24% rewrittenRisks Relating to Our International and Foreign Operations
Our international operations expose us to currency devaluation, exchange and conversion risk
All 47 risk factors
Headings as the filing states them, in filing order.
Other
- 01Failure to effectively and timely address the energy transition could adversely affect our business, results of operations and cash flows100% rewritten
- 02Our customer base has undergone consolidation and additional consolidation is possible100% rewritten
- 03We may not be able to renew or replace expiring contracts for our vessels99% rewritten
- 04An increase in vessel supply without a corresponding increase in the working offshore rig count could lead to a decline in the charter day rates we can charge and negatively impact our revenue100% rewritten
Risks Relating to Our Human Capital
- 05We may be subject to additional unionization efforts, new collective bargaining agreements or work stoppages
Risks Relating to Our Indebtedness
- 06We may not be able to generate sufficient cash flow to meet our debt service and other obligations80% rewritten
Risks Relating to Governmental Regulation
- 07Changes and developments in U.S. and international tax laws and policies could adversely affect our financial results
- 34With our extensive international operations, we are subject to certain compliance risks under the Foreign Corrupt Practices Act, the United Kingdom Bribery Act or similar worldwide anti-bribery laws
- 35Changes to applicable laws or regulations, including any developing laws and regulations, may increase our compliance costs and operational risk
- 36Most of our revenues and net income are generated by our operations outside of the U.S. Our effective tax rate has historically averaged approximately 30% until recent years when the decline of the oil and gas market significantly impacted our operations and overall effective tax rate
- 37Changes in environmental regulations and evolving environmental expectations may reduce demand for hydrocarbons, increase our compliance costs, harm our reputation and adversely affect our financial results
- 38Governments have in the past and may continue to pass laws or regulations encouraging or mandating the use of alternative energy sources such as wind power and solar energy. These regulations could reduce demand for oil and gas and as a result, reduce demand for the services we provide our customers
Risks Relating to Information Technology and Cybersecurity
- 08Cybersecurity attacks on any of our vessels, facilities, or those of third parties, may result in potential liability or reputational damage or otherwise adversely affect our business100% rewritten
Risks Relating to Our Securities
- 09We do not currently pay cash dividends, so realizing a return on your investment depends on selling your common stock for a price greater than what you paid100% rewritten
Risks Relating to Our Business and Industry
- 10the price and availability of, and public sentiment regarding, alternative fuel and energy sources;
- 11domestic and foreign tax policies, including those regarding tariffs and duties85% rewritten
- 12A rise in production of oil and gas resources, as in the past, could in the future result in over-supplied oil and gas market. Production has increased as drilling efficiencies have improved, lowering the costs of extractionNew
- 13At certain locations where we operate, severe weather events, including conditions believed to be associated with climate change, have in the past and may in the future adversely affect our operations and financial results91% rewritten
- 14As we implement our business strategy, we face risks associated with identifying acquisition targets, integrating any acquisitions or mergers and growing the business from the acquisition, and our ability to finance any such acquisitions65% rewritten
- 15We typically grant our customers credit on a short-term basis and do not typically collateralize receivables due from customersNew
- 16The high level of competition in the offshore marine service industry could negatively impact pricing for our services
- 17Maintaining our current fleet size and configuration and acquiring vessels required for additional future growth requires significant capital31% rewritten
- 18Our ability to raise capital in the future through debt or equity financing may be limited, which could make us unable to fund our capital requirements or business operations or potentially dilute existing stockholders100% rewritten
- 19Early termination of contracts on our vessels could have an adverse effect on our operations and our backlog may not be converted to actual operating results for any future period
- 20We may record impairment charges or other losses related to our vessels
- 21We may not be able to sell vessels because we may be unable to locate buyers with access to financing or to complete any sales on acceptable terms or within a reasonable timeframe71% rewritten
- 22Our insurance coverage and contractual indemnity protections may not be sufficient to protect us under all circumstances or against all risks
Risks Relating to Our International and Foreign Operations
- 23We operate in various regions throughout the world and are exposed to many risks inherent in doing business outside the U.S., including risks associated with foreign corrupt practices laws, acts of piracy, war, terrorist attacks and international hostilities100% rewritten
- 24We have substantial operations in Brazil, Mexico, Guyana, the North Sea (including U.K. and Norway), Southeast Asia, Australia, Saudi Arabia, Egypt, Angola and throughout the west coast of Africa, which generate a large portion of our revenueNew
- 25Disruptions or disagreements with our foreign joint venture partners, could lead to an unwinding of the joint venture
- 26Our international operations expose us to currency devaluation, exchange and conversion risk24% rewritten
Risks Related to Human Capital
- 27Failure to attract and retain qualified personnel could impede our operations26% rewritten
- 28In certain locations, we employ unionized workers subject to collective bargaining agreements that require periodic negotiation. These negotiations could result in higher personnel expenses, other increased costs, or increased operational restrictionsNew
- 29Our participation in industry-wide, multi-employer, defined benefit pension plans expose us to potential future losses
- 30Certain of our employees are covered by federal laws that may subject us to job-related claims in addition to those provided by state laws
Risks Related to Our Indebtedness
- 31We may not be able to generate sufficient cash flow to meet our debt service and other obligations100% rewritten
- 32Lower levels of offshore exploration and development activity and spending by our customers globally directly and significantly have impacted, and may continue to impact, our financial performance, financial condition and financial outlookNew
- 33The terms for our 9.125% Senior Notes due July 2030 (2030 Notes) and the $250 million senior secured revolving credit facility (Revolving Credit Facility) contain certain restrictive covenants
Risks Related to Information Technology and Cybersecurity
- 39Cybersecurity attacks on any of our vessels, facilities, or those of third parties, may result in potential liability or reputational damage or otherwise adversely affect our business100% rewritten
- 40Artificial Intelligence presents risks and challenges that can impact our business
Risks Related to Our Securities
- 41Our common stock is subject to restrictions on foreign ownership and possible required divestiture by non-U.S. Citizen stockholders
- 42The market price of our securities is subject to volatility71% rewritten
- 43Certain provisions and limitations on foreign ownership in our organizational documents could delay or prevent a change of control
- 44the availability for issuance of additional shares of common stock; and
- 45The issuance of stock-based awards may dilute our stockholders
- 46Activist stockholders could divert the attention of our management team and/or negatively affect our business65% rewritten
- 47Uncertain economic conditions may lead our customers to postpone capital spending or jeopardize our customers’ or other counterparties’ ability to perform their obligations100% rewritten
Other Tidewater 10-Ks
- FY2024 10-K risk factors49 risks
Tidewater's risks are dominated by heavy exposure to cyclical oil and gas markets, global offshore operations, and strict regulatory compliance.
Filed Feb 27, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.