Welcome to the Earnings Conference Call First Quarter 2018. My name is Adrienne, and I will be your operator for today's call. [Operator Instructions] Please note, this conference is being recorded. I will now turn the call over to Jason Stanley. Jason Stanley, you may begin.

Thank you, Adrienne. Good morning, everyone, and welcome to Tidewater's earnings conference call for the period ended March 31, 2018. I'm Jason Stanley, Tidewater's Director, Investor Relations, and I'd like to thank you for your time and interest in Tidewater. With me this morning on the call are our President and CEO, John Rynd; Quinn Fanning, our Chief Financial Officer; and Bruce Lundstrom, General Counsel and Secretary. Following a few formalities, I'll turn the call over to Quinn -- John for his initial comments to be followed by Quinn's financial review. John will then provide some final wrap-up comments, and we'll open the call for your questions. During the call today, we may make certain comments that are forward-looking and not statements of historical fact. I know that you understand there are risks, uncertainties and other factors that may cause the company's actual future performance to be materially different from those stated or implied by any comment that we make during this conference call. Also during the call, we will present both GAAP and non-GAAP financial measures. A reconciliation of GAAP and non--- GAAP and non-GAAP to non-GAAP measures is included in the last evening's press release. Additional information concerning the factors that could cause actual results to differ materially from those stated or implied by the forward-looking statements may be found in the Risk Factors section of Tidewater's most recent Form 10-Q. With that, I'll turn the call over to John.

Thank you, Jason. Good morning, everyone, and thank you for joining the Tidewater call. For the first quarter of 2018, we reported a net loss of $39.2 million or $1.67 per common share on revenues of $91.5 million. The March's quarter loss included $15.2 million or $0.65 per share of foreign exchange losses. Also, included are noncash impairment charges of $6.2 million or $0.26 per common share, resulting from impairment reviews undertaken during the quarter. Note that the loss per share or adjusted loss per share is based on approximately 24 million weighted average shares outstanding and excludes our Jones Act-related New Creditor Warrants. EBITDA for the quarter ended March 31, was a negative $9.9 million. This excludes asset impairment charges, but includes $3 million of stock-based compensation expense and the previously mentioned $15.2 million of foreign exchange losses. Our results for the quarter continue to be driven by the ongoing weakness in the OSV market, which is yet to benefit from the steady improvement in commodity prices. Final investment decisions for offshore projects increased in 2017 and are forecasted to further increase in 2018. While these are positive macro trends, we feel it will take some time for these commitments to support a material improvement in spending in the global OSV sector. As I covered during the last call, we observed a pickup in tendering activity and customer inquiries in the North Sea during the presummer season. With our exposure to the global market, we have also noticed some improvements in activity and opportunities in other areas. As you may have seen, we recently announced the transfer of 2 of our Norwegian-built PSVs to the Canadian market. To address other opportunities and backfill requirements, we also made a decision to reactivate 4 vessels: 2 in the Middle East and…

Thank you, John. Good morning, everyone. As was highlighted in our earnings press release and 10-Q, upon completion of our financial restructuring on July 31, 2017, the company adopted fresh-start accounting and reports it's financial position and results of operations through July 31 as predecessor activities. We will continue to report our financial position and results of operations subsequent to July 31 as successor activities. I'll also call your attention to the financial tables included with last evening's press release. Financial results, balance sheet data and select operating statistics are presented covering 5 quarters or equivalent periods straddling both predecessor and successor activities. Operating and financial data is also presented by asset class and based on 4 geography-based reporting segments, reflecting our split during the quarter of the company's Africa/Europe segments into a European Mediterranean Sea segment and the West Africa segments. As John noted, we reported a net loss for the 3 months ended March 31, 2018, of $39.2 million or $1.67 per common share. The net loss includes $6.2 million or $0.26 per share and noncash asset impairment charges related to 13 stacked vessels. Financial results for the quarter also reflect $15.2 million or $0.65 per common share of foreign exchange losses, $14.8 million of which or $0.63 per common share, which are included in equity and net losses of unconsolidated companies and was related to our Angola joint venture, Sonatide. I'll also note that anticipated foreign exchange losses in the just completed in March quarter, were previously disclosed as a subsequent event in our transition period Form 10-K that was filed on March 15. Also noted in our earnings press release, was an updated mix of common shares and Jones Act-related New Creditor Warrants outstanding, which reflect continued conversion of New Creditor Warrants into common shares. As…

Thanks, Quinn. As Quinn mentioned, based on some stability and expected utilization and average day rates over the past several quarters, we continue to feel that we may have finally reached the trough. There is also scope for improvements in average rates in some of the areas over the next several quarters. A constructive commodity price backdrop, recent contract awards and customer dialogue, all suggest just that we may be in the early stages of a market recovery. That said, the current OSV market generally remains weak and our sense is that a recovery will be slow. As such, we remain focused on rightsizing our business to deal with the ongoing challenges. As market conditions warrant, we will be prepared to both reactivate currently idle equipment and pursue consolidated opportunity that create long-term value for shareholders. Our near-term objective remains focused on maintaining our strengths. A competitive fleet, a competitive cost structure, a global operating footprint and a financial profile that is characterized by low leverage and a strong liquidity position. Thank you for joining us today for the call. Adrienne, we can now open the lines for questions.

[Operator Instructions] And the first question comes from Mike Urban from Seaport Global.

So certainly refreshing to be talking about market recovery here for once, and I think you are not alone. Your peers and also the offshore drillers are seeing some pretty strong green shoots in terms of activity, FIDs, those kind of things. Are you concerned at all as we do given the recovery or maybe even a little bit before that about the dynamic that we've seen in some cases, in the offshore drilling space, where you have certain competitors, especially in the more fragmented markets, trying to get ahead of the recovery and reactivating stacked vessels or things like that or even in some cases, ordering new builds before the existing fleet or the active fleet, is at a sufficient level of utilization? What have you seen that at all and then, two, were you concerned about that in any of your markets?

Yes, Mike, it's a fair concern. And I think that we've seen it happened before. I think one difference this time, potentially, is there is a lot of vessels out there, they are very cash-strapped with a high debt load and may not have the ability to reactivate even if they wanted to. We have seen with this little uptick in the North Sea, we have seen vessels reactivating into that market for the summer season. But overall, it's just something we watch very carefully, but I think could be capital constrained, that may defray some of the flooding that has happened in previous cycles.

Got you. And then in terms of the relative strength of the market that you're in, you've highlighted the North Sea. And then I think we've certainly seen that market recovering relatively strongly, how would you kind of a rank the outlook for your other markets after that, whether it's Gulf of Mexico, West Africa, Asia Pac? How do see the relative strength of those markets?

Well, clearly there's been a focus on the part of operators, and it's certainly benefited the owners of harsh-environment rigs to focus on the North Sea. We've seen the same thing everybody else has seen, there's been vessels that moved up from the [Med]. There's vessels that return from Australia and to -- not just the traditional North Sea markets. And we've all seen equipment move into the Barents Sea and then to the Kara Sea, some of those are potentially Russian-related projects, so American companies aren't going to participate in those. But at the end of the day, it helps supply-demand dynamic in the North Sea as equipment moves north. But as I mentioned in my remarks, I think one of the less appreciated dynamics is that vessels migrate north through the summer season. It improves the supply-demand dynamics both in the Med and probably the northern regions of the West African coast. Setting aside those markets along the Atlantic basin, I think we've seen a relatively stable market at least from utilization perspective in the Middle East, there's been a good construction season. Aramco has been relatively consistent in terms of the number of rigs that they've worked, really over the last couple of years, at 45 to 50 rigs and some discussion potentially moving up from there. I think once you move away from those 2 markets, it's a little bit of a -- well, I guess, we characterized this as some good news and some bad news on a market-by-market basis. There's a bit noise around increases in drilling activities in Brazil, I think we'll take a wait-and-see approach there. A lot of issues still to work through with Petrobras and otherwise in that market. But longer term, we're relatively bullish on Mexico, the U.S. market, where we haven't seen a movement up in working rigs. I think that's a market that is probably reasonably well set up for an increase in demand. I think there's a very significant capacity issue that the U.S. market will have to work through before you see significant traction in day rates. So again, I think at this stage, which is early-stage on a potential market recovery, you'll see some positive and negative signs and which way it leans, ultimately it plays over the next couple of quarters. We and many others are very focused on what the customers budget season will look like as they move into that. I think many of the customers are on a prebudget mode right now, but as you get into the fall, when they set 2019 budgets, I think that's really going to be where you see the market heading from there.

And the next question comes from Joe Gibney from Capital One.

Quinn, just a question for you. One, on the reactivation side. You referenced the 4 total vessels, 2 in the Middle East and 2 into Europe/Med, and I believe 7 year-to-date, you indicated. I was curious, is this deepwater? Is this towing-supply vessels? And just can you give us some sense on cost to reactivate here? Obviously, it's palatable enough to bring them back into the market when you're looking at some term work through the summer season, just a little more color there on cost to bringing some of these boats out and what you are seeing maybe specifically in Middle East and Europe/Med that prompts you to do that, outside of typical seasonality.

Yes, the type of equipment will differ as you go mark-to-market. We have, as John mentioned, moved a couple of deepwater ships across the Atlantic into the Canadian market. We backfill with the reactivation of some ships for the North Sea, replacing those vessels. As you move into the Middle East, that's more of a towing-supply market, at least from Arabian Gulf. The Red Sea, it has potential to be a deepwater market, but I would say that's 2019 and beyond, maybe even 2020 depending upon what Aramco and others decide to do on that side. And so, I won't say, it's a deepwater-only, lead recovery or a towing-supply only, lead recovery, we are just very pleased to see some step-up in activity in a couple different markets and hopefully that's the early signs of good things to come... again, a lot would get lost from the averages, it may be helpful to direct you to some of the geography-based operating statistic disclosure at the back of our press release, if you focused on either individual markets or the consolidated fleet, you can see what we were spending and the trends in that. And I think we've spent $9-some million on reactivations in the just completed quarter, that's probably up $5 million, $6 million from the previous quarter. But that's going to bounce around, as you suspect, based on scheduled dry docks and our perception of the economics of reactivation. I think John makes the right point, which is the customer is going to have to help us make the business case to reactivate equipment. If they can do that, I think Tidewater is in a unique position to fund sensible reactivations. And in the vernacular, we are probably in a better position than anybody to throw more iron at the recovery market. So in that sense we've probably got organic growth opportunities that others may not have.

Sure. Understood. On the resale market, just curious in exclusive of vessels being sold to scrap, are you seeing a lift in other asset prices per sale for quality tonnage? You're beginning to see some movement on that side of the fence, just kind of curious on some perspective there. Outside of the scrap market, what is some of the puts and takes on there on asset price?

As others comment on the trend on secondhand vessel pricing, it's kind of like you need utilization before you can see traction at day rates. I'd say it's positive from my perspective, you've seen more transaction in the S&P market. I would say that there's been a dramatic movement, if you normalize, with the type of assets that are being sold and overall secondhand vessel pricing. But clearly, more transactions and more interest in the space should lead to higher prices and I think that's been addressed on some other folks call, and I would disagree with those characterizations, but I think it's a very limited number of data points at this point.

Okay, fair enough. And last one for me, Quinn. Just on G&A, well understood, are comfortably below $25 million, and a solid 1Q posting. But you sounded like you are intimated there are few puts and takes onetime in the quarter, that maybe don't recur to the 2Q. So I mean, is 2Q nominally higher ex-stock-based compensation expense? Just trying to rationalize there on the forward [quarter].

No, I was making a different point, Joe. I'm sorry, we had some unusual items in the December quarter and as we know the comparison of the March quarter, December quarter made for a more positive quarter-over-quarter trend. And I think, I don't want people to extrapolate, but I think if you look at quarters G&A ex-stock-based compensation expense, which potentially creates volatility as the share price moves around, you are at whatever, $21 million, which again puts us comfortably below the $25 million target articulated in previous calls. And I'm comfortable that we'll remain at or around that level on a go-forward basis. The other comment I made is that we continue to look at ways to reorganize the business, not just to set -- reduce cost, but to create scope for margin expansion and recovery. And there may be friction cost as we get here from there. Most notably, the possibility for having to book restructuring charges related to lease liabilities on offices that we may close. So there's some relatively-- a detailed accounting guidance as to when you can recognize restructuring cost like that, and we haven't met those tests at the point. Activities like office closings and downsizing is an ongoing part of what we are doing.

And the next question comes from Turner Holm from Clarkson's.

Quinn, I just wanted to confirm, I'm sorry, to make sure I understand you currently. But sounds like the issues that you saw in the first quarter numbers with regards to the Middle East towing segment and perhaps a few other areas are mostly transitory, is that right?

I think that's fair, Turner, in fact I probably should've given attribution on the air gap comment. But yes, maybe the other thing I'd just point out to in terms of a statistical back-up comment, I think we had 19 vessels commencing dry docks in the March quarter. That compares to 10 vessels commencing dry docks in the December quarter. That's not a perfect measure, but it at least gives you a sense of relative activity levels in terms of ship repairs and dry dock activity. So yes, I think it is a transitory issue. We know active utilization was down materially, particularly, in the towing-supply equipment in the Middle East and in the deepwater quarter equipment in the Med and Europe. And we know the specific circumstances around those dry docks, and we know that many of the vessels that were in dry dock are now working or expected to be working shortly. So as I mentioned, we are expecting a revenue trajectory in the June quarter and really every 1 of the 4 reporting segments. I don't think I'll comment at this point in terms of magnitude of that, but I would expect that the active fleet utilization that you saw in the December quarter and prior to that, is kind of the ZIP Code that we should be in, in the June quarter and beyond. And I think we'll just take and wait-to-see approach in regards to the knock-on effects on day rates. But transitory, it's probably a good characterization.

Sure. It's helpful. And just given the nature of the business, I guess, a lot of what you see the numbers for the first quarter is frankly a reflection of what was happening late in 2017. Just sort of given the rolling nature of contracts. Do you have any sense based on recent rates that you've been booking or tenders or the opportunities set that looking at, that as we move through the year, that we'll see any kind of meaningful change in either utilization or day rates relative to what you reported in the first quarter?

I would say, we are more comfortable with the positive utilization trend, than I am in the day rates trends. Yes, sure, there's going to be markets that you and others have written on, that we see leading extra day rates comfortably moving in the right direction and how that plays out around the globe, I think is just to be seen.

Sure. Fair point. And last one for me, it's around the consolidation that you referenced in your prepared remarks or John referred in his prepared remarks. Clearly, Tidewater is in a privileged position from a balance sheet perspective and also from an operating platform perspective. One of your public competitors made a [move-on] consolidation this quarter, albeit small. What is it that the Tidewater's really looking for, to sort of get comfortable to make a move like that?

Well, I think my crystal may be no clearer than anybody else's, but what we look for an acquisition opportunity and I would characterize ourselves as aggressive lender shoppers right now. We want to do something that is accretive or at least not dilutive to asset quality. we have no interest in consolidating the global stacked fleet. Contract backlog, while less prevalent in the OSV space than in the rig space. Obviously, it's a net positive. We want to do something that is ultimate not going to re-lever the balance sheet or deplete in any significant fashion available liquidity because I think that's an important competitive strength of Tidewater, particularly in a recovering market and preserving our ability, both to reactivate ships that we currently own in recovering market and potentially ship that we would acquire an acquisition. I think the other things that we focused on an acquisition is we've convinced ourselves over the last couple of years, we are pretty good at cutting costs. So if there is an acquisition that creates an opportunity to take additional G&A, or other shore-based cost out of the system, we would view that as a positive and quite frankly, trough-type consolidation is more appealing to us. Because the capitalized value of the synergies can be a bigger percentage of the target enterprise value, and if you do the same deal in a cyclical peak. Obviously, we've got a strong balance sheet, that should be appealing to counterparties...

Okay. Well, Quinn, I appreciate that.

I'm saying that we have a strong stock too. I'm sorry, I cut you off, Turner. Turner?

Turner, your line is still open. Okay, we'll move on. Our next question is from Ceki Medina from Southpaw.

So on Angola, can you describe what, if any, the latest changes to the [AR effects] regime mean for your ability to collect on the remaining of your receivables from your joint venture there?

` Sure. I think it's helpful to deconstruct what is on the balance sheet. On the asset side -- and this is laid out in the 10-Q that we just filed, but the asset includes both customer AR that is reclassified and are due from affiliate because of the expectation that will be collected through the joint venture. And the liability includes both commissions and the other amounts that are pay or due from Tidewater to the joint venture. So if you look at it on a net basis, really the last 4, 5 quarters it's bounced around $129 million or $130 million or something like that. When we think about what is behind either the asset or the net asset, Sonatide has a significant amount of cash, a portion of which is U.S. dollar denominated and a portion of which is Angola kwanza denominated and obviously, as the kwanza devalued in the March quarter from a -- to, I guess we concluded the quarter at [214.24] something like that, which was obviously a 20-plus percent devaluation from December. So we have flagged that in the 10-K and obviously we put the charge in the March quarter. Now, really the exposure that we have, generally, related to legacy activity, which manifested itself in large [quantitative] denominated balances. And I think we really need to protect ourselves on the go-forward basis, so with the contract structured with higher US dollars splits, where we haven't had the success of doing that. But the other thing I would just point out and this is also detailed in the 10-Q. The number of vessels we have operating in Angola is substantially down year-over-year, and certainly over the last 4 years, I think we are down, our recollection is circa 40 million -- 40 vessel for a 4-year period. So for a market peak to present, the Angola operating footprint is down dramatically, and I think we had 21 or 22 active vessels in Angola, that just completed the quarter.

So the point of my -- the point of my question was does deliberalization help your collection of the remainder of the receivable? And because now the official rate is closer, to the -- if you will, the street rate and there is out more of a seller buyer -- more balance in the dollar market that's one. And two, due to the efforts of the new President to make the country more investor-friendly, in your judgment make the OSV market there more active, because more majors are investing in the country for oil production?

Well, number 1, higher oil prices will improve dollar-denominated liquidity in Angola, and that's a good thing. In terms of the Angolan government initiatives, which I think are reasonably well publicized, particularly following their presentations at OTC, we view those tests as very positive and hopefully the IOCs view them as positive as well. That said, most of the activity in Angola is production related, the number of working rigs in Angola has come down relatively significant over the last couple of years. And then I think, really, what you're going to need to see happen is that the operators dial the new fiscal regimes into the thinking and ultimately make new drilling commitments to Angola. And obviously the knock-on effects will be significant, and positive we hope for the OSV operators, ourselves included. But I think it's a process and at least from our perspective, it's a process that seems to be moving in the right direction.

Okay. And my last question is, your major competitor in Angola and really around the world announced some debt restructuring earlier in the month. Have you seen any effects of that in the markets that you complete?

No, I wouldn't say. On a day-to-day competitive basis in any market, I would -- you're referring obviously to Bourbon. Bourbon is a big company with a high-quality fleet. Obviously, they have a somewhat different financial profile than we do, which will create issues for them, we assume, on go-forward basis. But I don't want to discourage a customer or a competitor. Bourbon is a fine company with a high-quality asset base, but they have issues to work through on their balance sheet, that we've largely put behind us.

And we have no further questions at this time. I'll turn the call back over to Jason Stanley for final remarks.

Okay, well, thank you Adrienne, and thank you, everybody for your time and interest in Tidewater. With that, we'll conclude today's earnings call.

Thank you, ladies and gentlemen. This concludes today's conference. Thank you for participating and you may now disconnect.