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TIDEWATER INC

For the period ended Jun 30, 2025. Filed Aug 4, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 4, 2025

TDW$71.06+1.4%Stored close · as of Nov 9, 2026

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Notes to 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 Form10-K for the year ended* December 31, 2024*, filed with the SEC on* February 27, 2025.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 arenot* 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 donot exercise control and arenot the primary beneficiary.

Certain prior year amounts have been reclassified to conform to the current year presentation. Unless otherwise specified, all per share information included in this document is on a diluted basis.

(2)RECENTLY ISSUED OR ADOPTED ACCOUNTING PRONOUNCEMENTS

In* November 2023,the FASB issued Accounting Standards Update (ASU)2023-07, Segment Reporting, which requires disclosure of incremental segment information on an annual and interim basis including significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. This guidance is effective for annual periods beginning after December 15, 2023and interim periods beginning after December 15, 2024.We adopted this standard on December 31, 2024and we have included the required disclosures in Note (13) - “Segment and Geographical Distribution of Operations” for thethree* andsix months ending* June 30, 2025and2024,* respectively.

In* December 2023,the FASB issued ASU2023*-09, Income Taxes, which requires a greater disaggregation of information in the income tax rate reconciliation and income taxes paid by jurisdiction to improve the transparency of the income tax disclosures. This guidance is effective for annual periods beginning after* December 15, 2024.*We are currently evaluating the effect of the standard on our disclosures in our consolidated financial statements.

In* November 2024,the FASB issued ASU2024*-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 Consolidation Statements of Operations. This guidance is effective for annual periods beginning after* December 15, 2026and interim periods beginning after December 15, 2027.*We are currently evaluating the effect of the standard on our disclosures in our consolidated financial statements.

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(3)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 hasnot yet been incurred, credit losses are 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. 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 thesix months ended* June 30, 2025* is as follows:

Trade
(In Thousands)and Other
Receivables
Balance at January 1, 2025$3,184
Current period credit for expected credit losses(153)
Balance at June 30, 2025$3,031
(4)REVENUE RECOGNITION

See Note (13) - “Segment and Geographic Distribution of Operations” for revenue by segment and in total for the worldwide fleet.

Contract Balances

At* June 30, 2025*, we had $0.4 million of deferred mobilization costs included within Prepaid expenses and other current assets and $1.0 million of deferred mobilization costs included in Other assets. At* December 31, 2024*, we had $1.1 million and $0.6 million of deferred mobilization costs included with Prepaid expenses and other current assets and Other assets.

At* June 30, 2025*, we had $6.1 million of deferred mobilization revenue included within Accrued expenses and $4.0 million of deferred mobilization revenue included in Other liabilities that will be recognized from2025 through2027. At* December 31, 2024*, we have $9.4 million and $2.1 million of deferred mobilization revenue included within Accrued expenses and Other liabilities.

During thesix months ended* June 30, 2025*, the amount of revenue recognized that was included in deferred mobilization revenue at the beginning of the period was $7.8 million. The amount of revenue recognized in prior year period was immaterial.

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(5)STOCKHOLDERS’ EQUITY AND DILUTIVE EQUITY INSTRUMENTS

Earnings per share

For thesix months ended* June 30, 2025* and2024, 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 units.

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
June 30, 2025June 30, 2024
Balance at March 31, 2025 and 2024$6,607$5,209
Unrealized gain on note receivable—73
Pension benefits recognized in OCI666(220)
Balance at June 30, 2025 and 2024$7,273$5,062
(In Thousands)Six Months Ended
June 30, 2025June 30, 2024
Balance at December 31, 2024 and 2023$6,060$5,266
Unrealized gain on note receivable—153
Pension benefits recognized in OCI1,213(357)
Balance at June 30, 2025 and 2024$7,273$5,062

Dilutive Equity Instruments

The following table presents the changes in the number of common shares, incremental “in-the-money” warrants and restricted stock units:

Total shares outstanding including warrants and restricted stock unitsJune 30, 2025June 30, 2024
Common shares outstanding49,481,01852,487,862
New creditor warrants (strike price $0.001 per common share)76,17576,175
GulfMark creditor warrants (strike price $0.01 per common share)72,98481,179
Restricted stock units661,893689,806
Total50,292,07053,335,022

At* June 30, 2024,we also had 782,993 “out-of-the-money” warrants outstanding and exercisable for 861,292 shares (based on a 1 warrant to a1.1* share ratio) with an exercise price of $100.00, which expired* November 14, 2024.*No warrants 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 new $90.3 million share repurchase program. During thethree* months ended* June 30, 2025,we repurchased and retired 1,379,723 shares for approximately $50.8 million excluding commissions and a 1% excise tax. During thesix* months ended* June 30, 2025,we repurchased and retired 2,290,204 shares for approximately $90.0 million, excluding commissions and a 1% excise tax. During2024,* our Board approved several share repurchase programs aggregating $90.7 million. During the year ended* December 31, 2024,*we repurchased and retired 1,384,186 shares for approximately $90.7 million, excluding commissions and a 1% excise tax.

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(6)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.

The Organization for Economic Co-operation and Development (OECD) has agreed to atwo-pillar approach to global taxation focusing on global profit allocation, referred to as Pillar One, and a15.0% global minimum corporate tax rate (Pillar Two). Many countries, including jurisdictions in which we do business, are enacting changes to their tax laws to adopt certain portions of the OECD’s proposals. Pillar Two tax law changes are effective for Tidewater as of* January 1, 2025.*

For thesix months ended* June 30, 2025*, income tax expense reflects tax liabilities in various jurisdictions based on either revenue (deemed profit regimes) or pre-tax profits and the impact of Pillar Two.

The tax liabilities for uncertain tax positions are primarily attributable to permanent establishment issues 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, 2024*, our balance sheet reflected approximately $533.5 million of net deferred tax assets prior to a valuation allowance of $533.0 million. As of* June 30, 2025*, we had net deferred tax assets of approximately $527.0 million prior to a valuation allowance of $511.0 million. The net deferred tax assets as of* June 30, 2025* includes $51.1 million of deferred tax assets from the2022 Swire Pacific Offshore acquisition offset by a valuation allowance of $51.1 million. Our ability to utilize U.S. net operating losses (NOLs) in the current period was primarily driven by activity in international jurisdictions that generated income subject to U.S. tax. Our ability to utilize U.S. NOLs in future periods is likely to be impacted by the extent to which we will generate such income in future periods which will be influenced by a variety of factors including the jurisdictions in which our vessels operate and the extent to which we are impacted by various global minimum tax initiatives that are adopted in those jurisdictions.

During thethree months ended* June 30, 2025*, we generated a deferred tax benefit of $18.1 million, that is primarily related to a $27.0 million reduction of our valuation allowance due to changes in the balance of relevant positive and negative evidence when assessing the realization of our U.S. NOLs. When considering all available evidence, thethree-year cumulative financial taxable income position and future taxable income evidence coupled with the domestic tax impacts of our current operating structure, we determined that sufficient positive evidence existed to conclude that this portion of the valuation allowance on the U.S. NOL deferred tax asset wasno longer needed. We intend to maintain a valuation allowance on a substantial portion of our deferred tax assets until there is sufficient evidence to support a reversal. This tax benefit is included within Other assets on our Consolidated Condensed Balance Sheet as of* June 30, 2025and as a component of tax expense in our Consolidated Condensed Income Statements for thethree* months andsix months ended* June 30, 2025.*

Management assesses all available positive and negative evidence to permit use of existing deferred tax assets.

With limited exceptions, we areno longer subject to tax audits by U.S. federal, state, local or foreign taxing authorities for years prior to* December 2020.We are subject to ongoing examinations by various foreign tax authorities and donot* believe that the results of these examinations will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

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(7)EMPLOYEE BENEFIT PLANS

U.S. Defined Benefit Pension Plan

We sponsor a defined benefit pension plan (pension plan) that was frozen in2010 covering certain U.S. employees. Actuarial valuations are performed annually. We contributed $0.5 million andzero to the pension plan during thesix months ended* June 30, 2025and2024,* respectively, and expect to contribute an additional $0.5 million to the pension plan during the remainder of2025.

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 in2010. We contributed $0.6 million and $0.8 million to the supplemental plan for thesix months ended* June 30, 2025and2024*, respectively, and expect to contribute $0.6 million during the remainder of2025. Our estimated obligations under the supplemental plan were $15.0 million and $16.3 million at* June 30, 2025* and* December 31, 2024*, respectively, and are included in “accrued expenses” and “other liabilities” in the consolidated condensed balance sheet.

Net Periodic Benefit Costs

The net periodic benefit cost for our defined benefit pension plans and supplemental plan (collectively Pension Benefits) is comprised of the following components:

(In Thousands)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Pension Benefits:
Interest cost$619$630$1,237$1,260
Expected return on plan assets(457)(445)(915)(890)
Amortization of net actuarial gains(55)(31)(110)(61)
Net periodic pension cost$107$154$212$309

The components of the net periodic pension cost are included in the caption “Interest income and other, net.”

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(8)DEBT

The following is a summary of all debt outstanding:

(In Thousands)
June 30, 2025December 31, 2024
Senior bonds:
Senior Secured Term Loan (A)$187,500$212,500
10.375% Senior Unsecured Notes due July 2028 (B)250,000250,000
8.50% Senior Secured Notes due November 2026 (C)175,000175,000
Vessel Facility Agreements23,09710,387
$635,597$647,887
Debt discount and issuance costs(10,357)(10,791)
Less: Current portion of long-term debt(93,366)(65,386)
Total long-term debt$531,874$571,710
(A)As of June 30, 2025 and December 31, 2024, the fair value (Level 3) of the Senior Secured Term Loan was $192.5 million and $218.2 million, respectively. The Level 3 fair value is derived from discounted present value calculations.
(B)As of June 30, 2025 and December 31, 2024, the fair value (Level 1) of the 10.375% Senior Unsecured Notes due July 2028 was $265.2 million and $266.1 million, respectively. The fair value is obtained from public transaction activity on the Nordic ABM exchange (XOAM).
(C)As of June 30, 2025 and December 31, 2024, the fair value (Level 1) of the 8.50% Senior Secured Notes due November 2026 was $179.6 million and $180.8 million, respectively. The fair value is obtained from public transaction activity on the XOAM.

On* July 7, 2025,all amounts outstanding, including accrued interest, under the Senior Secured Term Loan, the 10.375% Senior Unsecured Notes due July 2028and the 8.50% Senior Secured Notes due November 2026were redeemed and paid in full in conjunction with the issuance of the2030* Notes described below.

Senior Secured Term Loan

On* June 30, 2023,Tidewater entered into a Credit Agreement, by and among Tidewater, as parent guarantor, TDW International Vessels (Unrestricted), LLC, a Delaware limited liability company and a wholly-owned subsidiary of Tidewater (TDW International), as borrower, certain other unrestricted subsidiaries of Tidewater, as other security parties, the lenders party thereto, DNB Bank ASA, New York Branch (DNB Bank), as facility agent and DNB Markets, Inc. (DNB Markets), as bookrunner and mandated lead arranger (Credit Agreement), which was fully drawn on July**5,* 2023, in a single advance of $325.0 million.

The Senior Secured Term Loan is composed of a Tranche A loan and a Tranche B loan, each maturing on* July**5,* 2026. Thefirst payment of $50.0 million under the Tranche A loan was paid in* July 2024,with the remaining $50.0 million due at maturity. The Tranche B loan amortizes over thethree-year term, with quarterly payments of $12.5 million to July 2025and $25.0 million from October 2025with the final payment of $50.0 million due at maturity. The Tranche A loan bears interest at the Secured Overnight Financing Rate (SOFR) plus 5% initially, increasing to 8% over the term of the Term Loan. The Tranche B loan bears interest at the SOFR plus 3.75%. The Tranche A loan and the Tranche B loan maybe prepaid together pro rata at any time without premium or penalty. The security for the Senior Secured Term Loan includes mortgages over the Solstad Vessels and associated assignments of insurances and assignments of earnings in respect of such vessels, a pledge of100%* of the equity interests in TDW International, a pledge of66% of the equity interests in TDW International Unrestricted, Inc., an indirect wholly owned subsidiary of the company, and negative pledges over certain vessels indirectly owned by TDW International Unrestricted, Inc. The obligations of the borrower are guaranteed by Tidewater, subject to a cap equal to50% of the purchase price for the Solstad Acquisition.

The Credit Agreement containsthree financial covenants: (i) a minimum liquidity test equal to the greater of $20.0 million or 10% of net interest-bearing debt; (ii) a minimum equity ratio of 30%, in each case for us and our consolidated subsidiaries; and (iii) an interest coverage ratio ofnot less than2:1. The Credit Agreement contains certain equity cure rights with respect to such financial covenants. The Credit Agreement also includes (i) customary vessel management and insurance covenants in the vessel mortgages, (ii) negative covenants, and (iii) certain customary events of default. We are currently in compliance with these financial covenants.

On* July 7, 2025,all amounts outstanding, including accrued interest, under the Senior Secured Term Loan were redeemed and paid in full in conjunction with the issuance of the2030* Notes, as described below “Subsequent Events”.

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**10.375% Senior Unsecured Notes due July 2028

On* July**3,* 2023, Tidewater completed an offering of $250.0 million aggregate principal amount of senior unsecured bonds in the Nordic bond market (Senior Unsecured Notes). The bonds were privately placed outside the U.S. pursuant to Regulation S under the Securities Act of1933, as amended.

The Senior Unsecured Notes were issued pursuant to the Bond Terms, dated as of* June**30,* 2023 (Bond Terms), between the Nordic Trustee AS, as Bond Trustee and us. The Senior Unsecured Notes are listed on the Nordic ABM and arenot guaranteed by any of our subsidiaries.

The Senior Unsecured Notes mature on* July3,* 2028 and accrue interest at a rate of 10.375% per annum payable semi-annually in arrears on* January3* and* July3* of each year in cash, beginning* January3,* 2024. Prepayment of the Senior Unsecured Notes prior to* July**3,* 2025 requires the payment of make-whole amounts, and prepayments after that date are subject to prepayment premiums starting at 6.0% that decline over time.

The Senior Unsecured Notes containtwo financial covenants: (i) a minimum liquidity test equal to the greater of $20.0 million or 10% of net interest-bearing debt, and (ii) a minimum equity ratio of 30%. The Bond Terms contain certain equity cure rights with respect to such financial covenants. Our ability to make distributions to our stockholders after* November 16, 2023,is subject to certain limits, including in some circumstances a minimum liquidity test and a maximum net leverage ratio. The Senior Unsecured Notes are subject to negative covenants as set forth in the Bond Terms. The Bond Terms contain certain customary events of default, including, among other things: (i) default in the payment of any amount when due; (ii) default in the performance or breach of any other covenant in the Bond Terms, which default continues uncured for a period of20* business days; and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization. We are currently in compliance with these financial covenants.

On* July 7, 2025,all amounts outstanding, including accrued interest, under the Senior Unsecured Notes were redeemed and paid in full in conjunction with the issuance of the2030* Notes, as described below under “Subsequent Events”. In addition, the holders of the Senior Unsecured Notes received make whole premiums totaling $15.0 million.

8.5% Senior Secured Notes due November 2026**

The 8.5% Senior Secured Notes due* November 2026 (2026 Notes) totaling $175.0 million in aggregate principal amount, were issued pursuant to the Note Terms, dated as of November 15, 2021 (Note Terms), among us and Nordic Trustee AS, as Trustee and Security Agent. Repayment of the2026* Notes is guaranteed by our wholly owned U.S. subsidiaries named as guarantors therein (Guarantors).

The2026 Notes are secured by: (i) a mortgage over each vessel owned by a Guarantor, the equipment that is a part of such vessel, and related rights to insurance on all of the foregoing; (ii) our intercompany claims of a Guarantor against a Restricted Group Company (defined as Tidewater, Tidewater Marine International, Inc. (TMII) and the Guarantors); (iii) bank accounts that contain vessel collateral proceeds or the periodic deposits to the debt service reserve account; (iv) collateral assignments of the rights of each Guarantor under certain long term charter contracts now existing or hereafter arising; and (v) all of the equity interests of the Guarantors and 66% of the equity interests of TMII.

The2026 Notes mature on* November 16, 2026and accrue interest at a rate of 8.5% per annum payable semi-annually in arrears in Mayand Novemberof each year. Prepayment of the2026* Notes after* May 16, 2025are subject to a 2.55% prepayment premium that steps down by 0.85% at eachsix*-month interval thereafter.

The2026 Notes containtwo financial covenants: (i) a minimum liquidity test (of Guarantor liquidity) equal to the greater of $20.0 million or 10% of net interest-bearing debt; and (ii) a minimum equity ratio of 30%, in each case for us and our consolidated subsidiaries. The Note Terms also contain certain equity cure rights with respect to such financial covenants. We are currently in compliance with these covenants. Our ability to make certain distributions to our stockholders are subject to certain limits based on a percentage of net income and other tests, including in some circumstances a minimum liquidity test and a maximum net leverage ratio. The2026 Notes are also subject to: (i) customary vessel management and insurance covenants in the vessel mortgages; and (ii) negative covenants as set forth in the Note Terms and in the Guarantee Agreement between us, Nordic Trustee AS as Security Agent and the Guarantors. The Note Terms also contains certain customary events of default.

On* July 7, 2025,all amounts outstanding, including accrued interest, under the2026* Notes were redeemed and paid in full in conjunction with the issuance of the2030 Notes, as described below under “Subsequent Events”. In addition, the holders of the2026 Notes received make whole premiums totaling $4.5 million.

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Vessel Facility Agreements

We signed agreements for the construction often new vessels, all of which have been delivered as of* June 30, 2025*. We entered into Facility Agreements to finance a portion of the construction and delivery costs for approximately EUR24.9 million ($26.7 million). Each of theten Facility Agreements bear interest at fixed rates ranging from 2.7% to 6.3% and are payable inten equal principal semi-annual installments, with thefirst installments commencingsix months following delivery of the respective vessels. The Facility Agreements are secured by the vessels, guaranteed by Tidewater as parent guarantor and containno financial covenants.

Credit Facility Agreement

We entered into a Credit Facility Agreement providing for a Super Senior Secured Revolving Credit Facility maturing on* November 16, 2026that provides access to $25.0 million for general working capital purposes. The Credit Facility Agreement takes precedence over all other debt, if and when drawn, and as of June 30, 2025,no amounts had been drawn. All amounts owed under the Credit Facility Agreement are secured by the same collateral that secures the2026* Notes, and such collateral is to be shared in accordance with the priorities established in the Intercreditor Agreement among the Facility Agent, the company, certain subsidiaries thereof, Nordic Trustee AS and certain other parties. On* July 7, 2025,*this Super Senior Secured Revolving Credit Facility was terminated and replaced with the New Revolving Credit Facility, as described below under “Subsequent Events”.

Subsequent Events

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 $650.0 million in aggregate principal amount of 9.125% Senior Notes due2030* (2030 Notes).

The2030 Notes mature on* July 15, 2030.Interest on the2030* Notes is payable semi-annually in arrears on each* January 15and July 15,commencing January 15, 2026,to holders of record on the January 1and July 1*immediately preceding the related interest payment date, at a rate of 9.125% per annum.

At any time prior to* July 15, 2027,we mayredeem the2030* Notes, at a redemption price equal to 100% of the principal amount of the2030 Notes redeemed, plus an applicable make-whole premium and accrued and unpaid interest, if any. At any time on or after* July 15, 2027,we mayredeem the2030* Notes, at the redemption price of 104.563%, which declines to 100% on or after* July 15, 2029,*plus accrued and unpaid interest.

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.

On* July 7, 2025,we and the Guarantors also entered into a credit agreement with DNB Bank ASA, New York Branch, as facility agent and security trustee, and a syndicate of lenders (New Credit Agreement) providing for a new $250.0 million senior secured revolving credit facility (New Revolving Credit Facility). The New Credit Agreement replaces our existing Credit Facility Agreement* *described above. Borrowing availability under the New Revolving Credit Facility is subject to customary conditions precedent that we expect to satisfy. Borrowings outstanding under the New Credit Agreement will mature on April 15, 2030.*Loans under the New Revolving Credit Facility will bear interest at a rate per annum equal to Term SOFR plus an applicable margin ranging from 250 to 350 basis points, depending on our net leverage ratio, in the case of SOFR loans and Alternate Base Rate (ABR) plus an applicable margin ranging from 250 to 350 basis points, depending on our net leverage ratio in the case of an ABR advance. The New Credit Agreement requires payment of customary quarterly commitment fees and if utilized, certain letter of credit and fronting fees. The New Credit Agreement contains customary affirmative and negative covenants, representations and warranties, and events of default.

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(9)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 contractsnot 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, leading to heightened currency risk and bureaucratic barriers to the repatriation of cash. We are working to mitigate this additional foreign currency 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* mayreport significant realized and unrealized currency-related losses in our statements of operations. In thethree* months ended* June 30, 2025,*we entered into derivative contracts to assist us in managing our foreign currency risk. See Note (10) - “Fair Value Measurements” and Note (12) - “Derivative Instruments and Hedging Activities” for activity and disclosure related to our foreign currency derivative contracts.

Legal Proceedings

In2009, 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. In2019, we converted our final international award into a U.S. federal court judgement, which we perfected pursuant to a writ of attachment against PDV Holding, Inc. (PDVH), the parent company of CITGO Petroleum Corporation. The Delaware district court ordered a public sale of the PDVH shares to satisfy the various judgments against Venezuela inCrystallex 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 in the sale, which included listing us as thesecond* Attached Judgment Holder with an amount of judgement, including interest, of approximately $77.8 million as of* June 30, 2025.A hearing for the court to finalize the sale process is scheduled for August 18, 2025.*

The approval and closing of any sale of the PDVH shares and the collection of our judgement, if at all, are highly uncertain and present significant practical and legal challenges, including, without limitation, claims filed by PDVSA, PDVH, and a group of PDVSA bondholders disputing the sale. We can provideno assurances regarding the timing or ultimate outcome of this case. As of* June 30, 2025,*no amount had been recorded in our financial statements related to this gain contingency.

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 donot expect these matters to have a material adverse effect on our financial position, operating results or cash flows.

(10)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.

In thesecond quarter of2022, we agreed with PEMEX, the Mexican national oil company, to exchange $8.6 million in accounts receivable for an equal face amount ofseven-year 8.75% PEMEX corporate bonds (PEMEX Note). We sold approximately $0.6 million of the PEMEX Notes during thefirst half of2025 and $8.0 million of the PEMEX Notes during2024 for their approximate book value.

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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 than12 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 donot 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 gains (losses) in the Condensed Consolidated Income Statements.

We held derivative instruments related to foreign exchange contracts recorded as current liabilities which were measured at their approximate fair value of $3.4 million (Level2) as of* June 30, 2025.*See Note (12) - “Derivative Instruments and Hedging Activities” for activity and disclosure related to our foreign currency derivative contracts.

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(11)PROPERTIES AND EQUIPMENT, ACCRUED EXPENSES, OTHER CURRENT LIABILITIES AND OTHER LIABILITIES

As of* June 30, 2025*, our property and equipment consisted primarily of 211 owned vessels located around the world. As of* December 31, 2024*, our property and equipment consisted primarily of 211 owned vessels. During thesix months ending* June 30, 2025*, we soldsix vessels and other assets for approximately $11.1 million in proceeds and recognized a net gain of $8.0 million on the dispositions. During thesix months ending* June 30, 2024,*we sold four vessels for approximately $14.8 million in proceeds and recognized a net $13.0 million gain on the dispositions.

A summary of properties and equipment is as follows:

(In Thousands)
June 30, 2025December 31, 2024
Properties and equipment:
Vessels and related equipment$1,740,674$1,727,197
Other properties and equipment33,75628,969
1,774,4301,756,166
Less accumulated depreciation and amortization642,316571,884
Properties and equipment, net$1,132,114$1,184,282

A summary of accrued expenses is as follows:

(In Thousands)
June 30, 2025December 31, 2024
Payroll and related payables$42,850$43,256
Accrued vessel expenses49,11742,762
Accrued interest expense16,97416,727
Other accrued expenses22,36427,149
$131,305$129,894

A summary of other current liabilities is as follows:

(In Thousands)
June 30, 2025December 31, 2024
Taxes payable$55,906$48,122
Other13,78216,826
$69,688$64,948

A summary of other liabilities is as follows:

(In Thousands)
June 30, 2025December 31, 2024
Pension liabilities$15,906$17,525
Liability for uncertain tax positions23,36224,582
Other23,92918,289
$63,197$60,396

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(12)DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In thesecond quarter of2025, we entered into several forward foreign currency contracts to sell Euros at future defined dates and at fixed exchange rates, to limit our exposure to losses related to cash balances held in certain African currencies that are marked to the Euro. We didnot 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)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Euro forward exchange contracts
Other current liabilities$3,358$—$3,358$—

We recognized unrealized losses on derivative instrumentsnot designated as hedging instruments of $3.4 million for thethree andsix months ended* June 30, 2025.We heldno* derivative instruments during2024.

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(13)SEGMENT AND GEOGRAPHIC DISTRIBUTION OF OPERATIONS

Each of ourfive operating segments is led by senior management 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 thethree andsix months ended* June 30, 2025and2024*. 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 EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Americas:
Vessel revenues$68,758$73,142$123,610$137,083
Vessel operating costs:
Crew costs19,65223,31837,09247,380
Repair and maintenance4,8305,6459,09610,179
Insurance351463922957
Fuel, lube and supplies2,2152,9944,8327,516
Other5,9655,74716,09411,675
Total vessel operating costs33,01338,16768,03677,707
General and administrative expense3,7853,4147,3276,746
Depreciation and amortization11,71811,41323,11022,356
Vessel operating profit20,24220,14825,13730,274
Additions to properties and equipment$353$1,488$2,286$4,983
Total assets$397,790$383,727$397,790$383,727

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(In Thousands)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Asia Pacific:
Vessel revenues$45,696$55,221$93,924$103,002
Vessel operating costs:
Crew costs18,51823,02338,84942,329
Repair and maintenance3,3653,0925,6355,861
Insurance176278500551
Fuel, lube and supplies1,7892,3353,5564,272
Other2,3172,9684,4355,459
Total vessel operating costs26,16531,69652,97558,472
General and administrative expense2,0502,0844,4704,210
Depreciation and amortization5,7034,51011,0218,542
Vessel operating profit11,77816,93125,45831,778
Additions to properties and equipment$375$865$967$1,059
Total assets$153,018$191,164$153,018$191,164
(In Thousands)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Middle East:
Vessel revenues$40,215$36,536$83,517$74,468
Vessel operating costs:
Crew costs13,30213,54026,58226,810
Repair and maintenance4,2614,3008,3618,808
Insurance343464872884
Fuel, lube and supplies3,2502,2745,2894,578
Other4,6617,1389,24913,144
Total vessel operating costs25,81727,71650,35354,224
General and administrative expense2,8472,8475,7845,469
Depreciation and amortization7,6577,81514,92315,088
Vessel operating profit3,894(1,842)12,457(313)
Additions to properties and equipment$329$472$1,183$1,306
Total assets$180,769$175,129$180,769$175,129

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(In Thousands)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
Europe Mediterranean:
Vessel revenues$99,280$83,266$177,485$163,647
Vessel operating costs:
Crew costs29,34227,08556,45353,367
Repair and maintenance5,7367,05812,44712,551
Insurance4177611,2651,517
Fuel, lube and supplies2,1533,4615,3007,555
Other6,1874,35110,9258,710
Total vessel operating costs43,83542,71686,39083,700
General and administrative expense3,3852,9827,0486,184
Depreciation and amortization22,83322,43947,44243,877
Vessel operating profit29,22715,12936,60529,886
Additions to properties and equipment$584$1,229$1,898$6,722
Total assets$628,740$687,749$628,740$687,749
(In Thousands)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
West Africa:
Vessel revenues$82,909$88,838$189,021$177,489
Vessel operating costs:
Crew costs18,66219,26537,61338,697
Repair and maintenance5,7454,64810,3528,692
Insurance3536591,1151,296
Fuel, lube and supplies5,7004,49810,5088,959
Other8,0647,14814,99112,322
Total vessel operating costs38,52436,21874,57969,966
General and administrative expense2,8882,3765,4344,431
Depreciation and amortization15,48012,50531,37824,343
Vessel operating profit26,01737,73977,63078,749
Additions to properties and equipment$3,502$1,370$16,334$1,581
Total assets$499,787$442,207$499,787$442,207

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(In Thousands)Three Months EndedSix Months Ended
June 30, 2025June 30, 2024June 30, 2025June 30, 2024
World Wide:
Revenues:
Vessel revenues$336,858$337,003$667,557$655,689
Other operating revenues4,5732,2277,3184,705
Total revenue341,431339,230674,875660,394
Vessel operating costs:
Crew costs99,476106,231196,589208,583
Repair and maintenance23,93724,74345,89146,091
Insurance1,6402,6254,6745,205
Fuel, lube and supplies15,10715,56229,48532,880
Other27,19427,35255,69451,310
Total vessel operating costs167,354176,513332,333344,069
Costs of other operating revenues3,1088164,5381,966
General and administrative expense14,95513,70330,06327,040
Depreciation and amortization63,39158,682127,874114,206
Operating profit92,62389,516180,067173,113
Corporate expenses(17,181)(13,389)(32,116)(26,127)
Gain on asset dispositions, net5,4802,0008,01813,039
Operating income80,92278,127155,969160,025
Segment additions to properties and equipment$5,143$5,424$22,668$15,651
Corporate additions to properties and equipment1,7129683,5511,683
Total additions to properties and equipment$6,855$6,392$26,219$17,334
Segment assets$1,860,104$1,879,976$1,860,104$1,879,976
Corporate assets214,268209,772214,268209,772
Total assets$2,074,372$2,089,748$2,074,372$2,089,748

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