Joseph M. Bennett - Chief Investor Relations Officer and Executive Vice President Jeffrey A. Gorski - Chief Operating Officer and Executive Vice President Quinn P. Fanning - Chief Financial Officer and Executive Vice President Jeffrey M. Platt - Chief Executive Officer, President and Director.

Jeffrey Spittel - Clarkson Capital Markets, Research Division Gregory Lewis - Crédit Suisse AG, Research Division Jonathan Donnel - Howard Weil Incorporated, Research Division George O'Leary - Tudor, Pickering, Holt & Co. Securities, Inc., Research Division Matthias Detjen Joseph D.

Gibney - Capital One Securities, Inc., Research Division John Booth Lowe - Cowen and Company, LLC, Research Division Coleman W. Sullivan - ISI Group Inc., Research Division Mark W. Brown - Citigroup Inc, Research Division.

Welcome to the Fiscal 2014 Third Quarter Earnings Conference Call. My name is Shannon, and I will be your operator for today's call. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Mr. Joe Bennett. You may begin, sir..

Thank you, Shannon. Good morning, everyone, and welcome to Tidewater's third quarter fiscal 2014 earnings results conference call for the period ended December 31, 2013. I'm Joe Bennett, Tidewater's Executive Vice President and Chief Investor Relations Officer. And I want to thank you for your interest in Tidewater.

With me this morning on the call are our President and CEO, Jeff Platt; Jeff Gorski, our Executive Vice President and Chief Operating Officer; Quinn Fanning, our Executive Vice President and CFO; and Bruce Lundstrom, our Executive Vice President, General Counsel and Secretary. We'll follow our usual conference call format.

Following these formalities, I'll turn the call over to Jeff for his initial comments, to be followed by Quinn's review of the financial details for the quarter. Jeff will then provide some wrap up comments, and we will then open the call for your questions.

During today's conference call, Jeff, Quinn, I and other Tidewater management may make certain comments that are forward-looking statements and not statements of historical fact.

I know that you understand that there are risks, uncertainties and other factors that may cause the company's actual future performance to be materially different from that stated or implied by any comment that we may make during today's conference call.

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-K. With that, I'll turn the call over to Jeff..

Thank you, Joe, and good morning, everyone. Last night, we reported fully diluted earnings per share for our third quarter of fiscal 2014 of $0.25. The earnings for the quarter include a pretax goodwill impairment of $56.3 million, or $43.4 million after-tax, equal to $0.87 per share.

The goodwill impairment was made in connection with our annual goodwill testing and related to our Asia-Pac region, which has experienced a reduction in activity over last year or so as we moved a number of vessels to stronger markets. Within the last year, we also disposed of a number of order vessels that were assigned to the region.

Adjusted for the goodwill charge, our fully-diluted earnings per share result would have been $1.12. Quinn will provide you with more of the details in just a moment. Our business during the quarter developed much as we had anticipated. Our vessel revenues were approximately $361 million, which is slightly below the guidance we had provided.

However, vessel operating expenses of approximately $198 million were also below our previous guidance, meaning that the vessel operating margin of 45% for the quarter was in line with our expectations.

Financially, we received a little help in the quarter from gains on vessel sales, as we continue to sell vessels as an integral part of our ongoing fleet renewal strategy. We also benefited from a downward adjustment to our estimated effective tax rate for fiscal 2014.

As previously reported last November, Tidewater and Sonangol executed a new joint venture agreement for our Angolan joint venture, Sonatide. The new 2-year term of agreement will commence once a new Angolan entity has been incorporated, which should occur in 2014.

While the signing of this new joint venture agreement is a significant event in regards to our continued operations in Angola, we still have much work to do to address satisfactorily this significant working capital issue that we commented on during our last earnings call.

As expected, we made some progress during the quarter and from year end to today in collecting a small portion of our outstanding accounts receivable in Angola. But we also had another full quarter of business activity, which added to the total working capital amount.

This is a high-priority issue within Tidewater, and we will continue to allocate all necessary resources to resolve this matter. With respect to our operation, our deepwater fleet utilization rate of approximately 82% was flat with the prior quarter, although the average day rate declined about $1,500.

Part of that decline was expected and due to a seasonal slowdown experienced by our North Sea fleet. Low season in the North Sea typically continues through the March quarter. The market tends to rebound in the June quarter, which will be our first quarter of fiscal 2015.

I'll note, however, that while we're not particularly exposed to the North Sea spot market, demand in recent weeks for North Sea PSVs has been unusually strong for the low season.

In fact, utilization of the North Sea PSVs touched 100% within the last few days, which we considered to be a positive indication for their intermediate-term supply demand picture.

The other reason for the quarter-to-quarter decline in the average deepwater day rate was due to the high level of mobilization and demobilization fees earned during the September quarter, which temporarily inflated the September average day rates.

A more effective way of assessing the upward trend in sustainable average deepwater vessel day rates would be to compare the June 2013 quarterly average day rate of about 28,600 to the December rate of about 28,950, or $350 a day increase.

The continued rollover of legacy contracts on some of our deepwater vessels, along with delivery of additional deepwater equipment has pushed our average day rate -- deepwater day rates up, a trend we expect to continue for at least a quarter or 2.

With respect to our towing-supply class vessels, we disposed of a number of our stacked vessels during the quarter, which caused the reported utilization rate to increase quarter-to-quarter.

Our 100-plus new vessels in this class continued their strong utilization rate in the 85% area and average day rates have moved up modestly, benefiting from the increase in recent quarters of the working jack-up rig count.

The reported $600 quarter-to-quarter improvement in average day rates for the towing-supply class of vessels, however, also reflects vessel mobilization revenue that was recognized in December quarter. On balance, all geographic regions demonstrated solid performance during the quarter.

Our safety performance for the quarter continued the trend we reestablished during the prior quarter. There were no lost time accidents during the quarter, and our total recordable incident rate for the fiscal year to date is 0.18 per 200,000 man-hours worked.

As I mentioned last quarter, we used those safety incidents at the beginning of the year to refocus our efforts on operating the safest fleet in the industry. Our employees will always be challenged by our operating conditions, but our work environment merely means that we must remain vigilant in how we conduct our day-to-day operations.

Safe operations remain a hallmark of Tidewater's culture. Let me now turn the call over to Quinn to review the details of the quarter and how we see the next few quarters shaping up, and then I'll return to discuss our outlook for the offshore market and Tidewater's future.

Quinn?.

Thanks, Jeff. Good morning, everyone. As Jeff mentioned, we put out our earnings press release after the market closed last evening. We expect to file our quarterly report on Form 10-Q through the EDGAR filing service some time before the close of business today.

Turning to financial results, after adjusting for the impairment of goodwill of $0.87 net of tax effects, we reported diluted earnings per common share of $1.12 for the December quarter, versus adjusted EPS of $1.15 for the September quarter.

Recall that the September quarter included $0.06 after-tax loss on the early extinguishment of debt that was inherited in the Troms Offshore transaction.

In regards to the goodwill impairment, the charge was made in connection with our annual goodwill impairment assessment, which as I'm sure most of you on the call know, is essentially an evaluation of a reporting segment's fair value relative to the segment's carrying value.

As we have discussed on previous calls in recent years, we have reduced our active vessel count in the Asia Pacific segment, largely by mobilizing equipment from Southeast Asia to the MENA into other regions, where in our view, charter opportunities have been more attractive.

As Jeff noted, we have also stacked and disposed of a number of older vessels that were previously assigned to the Asia-Pac segment. As a result, projected cash flow and therefore our assessment of fair value for the reporting segment were down year-over-year. GAAP does not, however, permit the reallocation of goodwill based on vessel movements.

Vessel revenue for the December quarter at $361 million [Technical Difficulty].

Hello, everyone. This is the Tidewater call again. We apologize, we had a technical problem, I think, with our phone system, but hopefully back online. We believe that we know where the phone cut off. So I'm going to turn it back over to Quinn Fanning, who is in the middle of his details on the quarter..

Thanks, Joe. As Joe mentioned, we had a technical off-hire there with our phone system. But I think I'll just kick off with where I started, and if I'm repeating anything, I apologize.

Again, as Jeff mentioned, after adjusting for the goodwill impairment of $0.87 net of tax effects, we reported earnings per share for the December quarter of $1.12, versus adjusted EPS of $1.15 for the September quarter.

As I mentioned, in the September quarter, we did have a $0.06 after-tax loss related to the early extinguishment of debt that we had inherited in the Troms transaction, which closed last June.

In regards to the goodwill impairment, the charge was made in connection with our annual goodwill impairment assessment, which is, I'm sure most of you know, is essentially an evaluation of a reporting segment's fair value relative to the segment's carrying value.

As we have discussed on previous calls, in recent years, we have reduced our active vessel count in the Asia Pacific segment largely by mobilizing equipment from Southeast Asia to the MENA region, as well as other regions, which in our view had charter opportunities that were more attractive than what we saw on Southeast Asia.

We have also stacked and disposed off a number of older vessels that were previously assigned to the Asia-Pac segment. As a result, projected cash flow and therefore, our assessment of the fair value for the reporting segment were down year-over-year.

GAAP, as perhaps you also know, does not however, permit reallocation of goodwill based on vessel movements.

Our vessel revenue for the December quarter at approximately $361 million was modestly below the vessel revenue guidance that I provided in November, and was up about 1% relative to vessel revenue in the September quarter, which in turn was up about 10% relative to the June quarter's vessel revenue.

Adjusting for lump sum mobilization and demobilization that was recognized in the September and December quarters, the vessel revenue in the December quarter was essentially flat relative to the September quarter. For reference, vessel revenue for the December quarter was up about 18% year-over-year, 30% of which relates to the acquired Troms fleet.

As Jeff mentioned, also vessel operating expense for the December quarter, at about $198 million, was also below my vessel OpEx guidance range, and was up about 1% quarter-over-quarter. For reference, vessel OpEx for the December quarter was up about 12% year-over-year.

In terms of fleet profile, our average active fleet size was 268 vessels on December quarter, which is consistent with the average active fleet size in the September and June quarters, with new vessels delivery generally offsetting the stacking and our disposition of active older vessels.

In the December quarter, active new vessels were up about 3 vessels -- or not about, but we're up 3 vessels quarter-over-quarter, and active older vessels were down 3 vessels quarter-over-quarter. These numbers reflect 5 new vessel additions to the fleet, which were offset by the sale of a 13-year-old deepwater PSV to an unconsolidated joint venture.

There was also the sale of an additional active, but older vessel to a unaffiliated third party, as well as the stacking of 1 previously active older vessel. I'll also note that we disposed of 20 stacked vessels during the December quarter.

The stacked fleet at quarter end was 18 vessels, down from the recent peak of more than 90 stacked vessels that was in fiscal 2011.

Utilization of active vessels at approximately 84% in the December quarter was unchanged quarter-over-quarter, but came in a couple of percentage points below our expectations at the time of the last earnings conference call, reflecting a combination of unplanned repairs and non-technical off-hire, but coming from the offsetting effects of additional vessels expected to be in dry-dock and an expected reduction in non-technical off-hire, utilization of our active vessels should remain in the mid 80s in the March quarter and beyond.

Overall, average day rates for the active fleet were also flat quarter-over-quarter, with, as Jeff noted, average day rates for the active deepwater vessels off about $1,500 quarter-over-quarter, and average day rates for the active towing-supply vessels up about $750 quarter-over-quarter.

Adjusting for lump sum mobilization fees that were recognized in the September and December quarters, average day rates for the deepwater class of equipment were off a couple $100 quarter-over-quarter, largely a function of seasonal low dates in the North Sea, which were offset by the positive effects of natural rollover of older contracts to current market rates.

That's a phenomena we've seen for a number of quarters now. The Troms fleet, which as most of you know is also deepwater PSVs, continues to perform well in the December quarter.

While spot rates in the North Sea are not great as is typical this time of year, the current supply demand dynamic, particularly in the Norwegian sector of the North Sea, seems to suggest a strong summer season in Norway.

Utilization and day rates for the handful of vessels that were traded in the spot market in the North Sea during the December quarter, however, were negatively impacted by the seasonal slowdown. Recent data points, perhaps, would allow for some surprise to the upside.

Adjusting for a healthy level of mobilization revenue in the December quarter for the active towing-supply vessels, average day rates for this class of equipment were up about $500 quarter-over-quarter, hopefully indicating a bit of day rate traction for the shallow water support vessels.

Also embedded in average day rate trends for both class of equipment is the quarter-to-quarter addition of larger, higher specification equipment, new vessel deliveries, as well as our ordinary course stacking and disposition of older lower spec vessels.

As previously noted, vessel operating expense was up modestly quarter-over-quarter, but was below my prior guidance.

Crew costs were pretty flat quarter-over-quarter, and repair and maintenance expense was up about $2 million quarter-over-quarter, reflecting the offsetting effects of the emergency repairs and other unbudgeted cost from the December quarter and the deferral of approximately $2 million of dry-docks out of the December quarter, a portion of which will be undertaken in the March quarter.

Small increases or decreases in other cost categories were largely offsetting. At about 45%, vessel level cash operating margin was off about 1 percentage point quarter-over-quarter, but it was consistent with my prior guidance.

Looking at our forward geographic reporting segments, for the Sub-Saharan Africa/Europe segment, which accounted for approximately 45% of consolidated third quarter vessel revenue, vessel revenue was off about 9% quarter-over-quarter, reflecting the combined effects of vessels in drydock, non-technical off-hire, and seasonally lower utilization and weaker day rates in the North Sea.

Within the segment, vessel revenue generated along the African coast was off about 7% quarter-over-quarter, and the vessel revenue generated by the North Sea fleet was off about 19% quarter-over-quarter, coming off very good performance in the September quarter.

Overall, utilization of active vessels in the sub-Saharan African/Europe segment was about 82% in the December quarter, which is up about 1 percentage point quarter-over-quarter.

Average day rates from the Sub-Saharan Africa/Europe segment at approximately $16,000 were off about 7% quarter-over-quarter, again largely reflective of seasonality in the North Sea.

For the Americas segment, which accounted for approximately 31% of consolidated third quarter vessel revenue, the revenue was up about 8% quarter-over-quarter, following a sequential growth in vessel revenue from the June quarter to the September quarter of approximately 13%. As was the case in the September quarter, our U.S.

Gulf of Mexico operations and Brazil operations, both showed solid quarter-over-quarter growth in vessel revenue. Utilization of active vessels in the Americas segment at approximately 87% was pretty flat quarter-over-quarter, and average day rates at approximately $21,200 were up about 9% quarter-over-quarter.

In the MENA segment, which accounted for approximately 14% of third quarter consolidated vessel revenue, vessel revenue was up about 13% quarter-over-quarter.

Utilization of active vessels in MENA at approximately 83% was off about 2.5 percentage points quarter-over-quarter, primarily reflecting our mobilizing vessels to and preparing those vessels for new contracts in Saudi Arabia.

Average day rates at approximately $15,400 were up about 8.5% quarter-over-quarter, reflecting the combined effects of lump sum mobilization fees recognized in the December quarter and some positive day rate momentum within the towing-supply class equipment.

In the Asia-Pac region, which accounted for approximately 10% of third quarter consolidated vessel revenue, vessel revenue was off about 3%. Utilization of active vessels in Asia-Pac was still very solid at 86% for the December quarter, was off about 2 percentage points quarter-over-quarter.

Average day rates at approximately $19,300, were pretty flat quarter-over-quarter. Looking at relative profitability, the vessel level cash operating margin in the December quarter with Asia-Pac region was about 39%. Vessel level cash operating margin for the other 3 geographic segments fell in the range of 44% to 47% of vessel revenue.

As mentioned earlier, overall vessel level cash operating margin for the December quarter was about 45%. Below the vessel operating margin line, G&A expense for the December quarter was about $46 million, and was basically flat quarter-over-quarter.

Gains and dispositions, net for the December quarter, were about $7 million and included the proportional recognition of a $13 million gain on the sale of a vessel to an unconsolidated JV, as well as vessel impairments that were taken in connection with an ordinary course review of the carrying value of our stacked fleet.

Finally, tax expense for the December quarter was reduced by the previously referenced impairment of goodwill, and to a lesser extent by other discrete items.

Turning to our outlook, the March quarter is expected to be burdened by a relatively heavy drydock schedule, a portion of which represents dry-docks that were deferred from the December quarter, and a portion of which represents dry-docks that we decided to bring forward from fiscal 2015 in order to accommodate an early spring contract startup for a major customer.

While vessels in drydock -- vessel movements in anticipated off-hire time before known contracts startups will create a short term drag in vessel revenue, and dry-docks in mobilizations will result in elevated operating expenses in the March quarter.

Demand for our new vessels remain strong across geographies, and we continue to expect that newer vessels within both the deepwater and towing supply classes of equipment will continue to experience both high utilization and average day rates that are generally stable if not trending modestly positive.

Note also that the March quarter is a 90-day quarter, so there are 2 fewer revenue days in the quarter, which by itself has a start in the quarter approximately $8 million in the hole. In this context, internal estimates currently peg the March quarter's vessel revenue somewhere between $350 million and $360 million.

Likewise, based on what we know today, vessel related OpEx for the December quarter will probably fall [indiscernible] $210 million and $215 million, largely reflecting higher repair and maintenance expense.

Based on the vessel revenue and vessel OpEx guidance ranges provided, vessel operating margin should be somewhere in the plus or minus 40% area in the March quarter. Our March quarter is also expected to include negative gross margin of $1 million to $2 million related to start up cost of our nascent subsea business unit.

As of today, we have taken delivery of 6 work-class ROV units, and our expectation is that those units will be generating revenue within the next couple of quarters. Nonetheless, we are adding both shore-based staff and offshore staff, and we are incurring other costs in advance of actively marketing our recently acquired ROVs.

Previously discussed, we expect to ramp-up this business, such that it becomes a $50 million to $100 million annual revenue business that is generating attractive operating margins and returns on invested capital within the next 3 to 5 years.

General and administrative expenses should be in the area of $47 million to $48 million in the March quarter, likewise reflecting shore-based staff additions, primarily related to the build-out of our subsea business unit.

Combined vessel lease and interest expense should be plus or minus $20 million in the March quarter, or up about $2 million quarter-over-quarter. And so our go-forward effective tax rate assumption, we are presently assuming a 23% to 24% rate for the remainder of the fiscal year, excluding any discrete items.

As always, the geographic mix of pretax earnings and margin trends can cause the tax rate to be volatile on a quarter-to-quarter basis. Turning to the finance and investment issues, cash flow from operations for the 9 months ended December 31 was about $70 million.

As discussed on our earnings conference call in November, and as referenced in Jeff's opening remarks, cash flow from operations through the end of the December quarter reflects a continuing buildup in working capital that is tied to our Sonatide joint venture in Angola that in turn has been driven by new legislation in Angola.

In particular, included in trade and other receivables at December 31 is approximately $360 million related to the Sonatide JV, largely reflecting number one, cash received by Sonatide from customers and due to Tidewater; two, unpaid charter hire that is expected to be remitted to Tidewater through the Sonatide joint venture.

And three, amounts paid by Tidewater on behalf of Sonatide. Offsetting these amounts is approximately $90 million in commissions that are due to Sonatide, as well as amounts paid by Sonatide on behalf of Tidewater.

On a net basis, excess working capital tied to our investment operations was approximately $270 million at December 31, or up approximately $60 million quarter-over-quarter.

As I noted on our earnings conference call in November, new ForEx legislation in Angola has required service providers, including vessel operators such as Sonatide, to implement new contracting and payment arrangements, including the required review and approval of contracts covering vessel charters, as well as underlying invoices by the National Bank of Angola, or in certain cases by commercial banks that have been designated as agents of the Angolan Central Bank.

This is a process, as you can imagine, that can result in payment delays, and at least at the beginning some teething issues. Since our last earnings conference call, we have successfully repatriated approximately $15 million in U.S.

dollar-denominated customer receipts that were received by Sonatide, utilizing the procedures required by Angola's new ForEx law. And amounts repatriated today, as of December 31, the Sonatide JV currently held approximately USD 80 million in U.S. dollar-denominated charter hire receipts that are due to Tidewater. Of the approximate $80 million in U.S.

dollar-denominated receipts that are held by Sonatide and due to Tidewater, approximately $50 million in payments are pending the approval of contracts that have already been submitted by Sonatide to the Angolan Central Bank for its review and approval.

Once contracts are approved, Sonatide can submit invoice about going those contracts to the Central bank in order to effect payments to Tidewater.

In addition, I'll note that subsequent to December 31, a handful of customers paid their charter hire in Angola quanza, that at the current exchange rate is equivalent to approximately $65 million, with payments to Tidewater again requiring the Angolan Central Bank to approve various contracts and invoices before the large quanza balances, that are currently held by Sonatide, can be converted to U.S.

dollars and Tidewater can then be paid. Longer-term, we would like to think that Sonatide will operate under split payment arrangements, whereby a portion of vessel revenues collected offshore in U.S. dollars and a portion of vessel revenues collected locally in the quanza in order to cover local operating expenses.

The split payment structure, which is utilized in a variety of other jurisdictions, was in fact contemplated in our recently executed JV with Sonangol. Presently, however, there are some uncertainty in Angola as the how the Angolan government will interpret and enforce the new ForEx law.

Pending an expected clarifying interpretation of the ForEx law by the Angolan Central Bank, Sonatide has not yet implemented the split payment arrangement that was contemplated by our joint venture agreement.

There are many moving parts with respect to this issue, but we believe that we are making progress in several fronts with our partner, our customers and the Angolan banking system in order to reverse our elevated working capital position in the coming months and quarters.

As we wait clarity from the Angolan Central Bank in regards to split dollar quanza payment arrangements, as Jeff noted, we are dedicating all necessary resources to effectuate payments to Tidewater, by utilizing the mechanisms that are currently available to us and Sonatide, fully cognizant that large quanza collections by Sonatide will indirectly expose us to additional foreign exchange risks and potentially additional costs.

We also recognize that the currently operative payment arrangements in Angola are new elements of the risk profile of the Angolan market, and that we, and other service providers, will need to factor in to go-forward contract negotiations of customers, as well as our longer-term business plans.

As to non-operating uses of cash in the first 9 months of the fiscal year, CapEx including the Troms purchase, net of assumed debt, was approximately $525 million, about 1/2 of which has been funded by asset dispositions, including 6 day lease transactions that collectively generated about $207 million in proceeds and approximately $68 million in deferred gains.

As to go-forward funding requirements, we are assuming that the buildup in working capital related to our Angolan operations will continue requiring incremental financing for at least the near-term. Our Angola-related working capital investment should taper off in the March quarter and then begin to reverse as we enter the new fiscal year.

CapEx in the final quarter of fiscal 2014 is expected to be about $95 million, based upon commitments as of December 31. Total unfunded capital commitments at December 31 were approximately $600 million. This total includes 29 vessel construction projects.

As a financing activity, as was previously reported, in mid-November, we closed the final $200 million tranche of our recent $500 million Private placement of senior unsecured notes. Total debt at December 31, which includes the currently elevated working capital related borrowings was approximately $1.5 billion.

Cash at 12/31 was approximately $114 million and net debt to net book capital at 12/31 was approximately 34%. Total liquidity at 12/31 was in excess of $700 million, including full availability under our $600 million multi-year syndicated bank credit facility.

Before I turn the call back to Jeff, I'll note that we -- as we look beyond the March quarter, and its heavy drydock schedule, our preliminary sense is that fiscal 2015 will not have the large uptick in R&M expense that Tidewater experienced in fiscal 2014 relative to fiscal 2013.

And that as some analyst seem to expect based on the number of vessels that will be 5 or 10 year old -- 10 years old in our fiscal 2015.

In fairness, we don't expect a dramatic drop in our R&M expense for fiscal 2015 either, but current internal estimates would suggest that R&M expense will be flat year-over-year or up by mid-single digit percentage points year-over-year.

Absent of significant market correction, friction costs associated with a major redeployment of vessels were unanticipated nontechnical off fire, we're also expecting a nice step up in quarterly vessel revenue beginning in the June quarter of fiscal 2015, with vessel margins consistently in the mid-40s or better as the new fiscal year plays out.

We expect to present our fiscal 2015 budget to the Tidewater board prior to our next earnings conference call and we'll provide some further guidance at that time. And with that, I'll turn the call back over to Jeff..

Thanks, Quinn. Results reflect another solid quarter of operations around the world. Consistent with our long-held and often repeated view that the offshore industry is in an early phase of an extended up cycle.

That said, the topic that has dominated the discussion on many of the recent earnings calls involving offshore drilling companies is what is being described as a brief pause for the offshore drilling industry.

More specifically in the mid and deepwater segments, suggesting a flattening of their utilization rates and a likely decline in a leading-edge day rates with the resulting decline in earnings growth. Those of us who have been involved in the offshore service business for any length of time have experienced the cyclicality of our industry.

I believe that we remained an up cycle, even if the business rarely moves up in a linear fashion. We have highlighted in past earnings calls and investor presentations what the impending expansion of the offshore drilling rig fleet means for business opportunities for the offshore vessel industry.

What analysts appear to be focusing on in their discussion of the offshore industries brief pause is how the various segments of the offshore drilling rig fleet, ultra-deepwater, mid depth and shallow water markets may experience different rates of growth based upon their own respective business drivers.

Our observation is it would not be unusual for different segments of the offshore market to expand at different rates, those as in our view, choppy growth is certainly preferable to an across-the-board contraction. Nonetheless, elements of the offshore market can and do occasionally move in different directions. At least for short periods of time.

From Tidewater's perspective, while new fixtures for certain classes of offshore drilling rigs may have retreated from recent peaks, overall, rig activity a primary driver of our business remains high, and we believe the business environment to be relatively constructive.

Our current vessel fleet includes deepwater, mid-water and shallow water support vessels, which allows us to support our customers exploration and development activity across all water depths, and our operating footprint allows us to support our customers on a global basis in a way that no other OSV service provider can do.

In addition, the vessel specifications incorporated into our fleet renewal program in recent years allows us to better support the newer, more sophisticated drilling rigs.

The offshore drilling industry has experienced short pauses in the past, necessitating an adjustment period to enable demand to catch up with supply before the next industry growth phase commences.

We expect growth in our segment in an adjacent equipment segments to continue primarily because the offshore represents a still largely unexplored and underdeveloped market, with attractive profit opportunities for energy companies and host governments.

Those opportunities would eventually restart the industries growth and we see nothing that should upset that normal pattern.

Relative to a possible pause, Tidewater is well-positioned both operationally and financially, as we are not dependent on any particular region in the world or any particular segment of the offshore drilling rig fleet that might suffer from a slowdown.

If activity happens to slow in one region, our global footprint provides us the opportunity to move those vessels to new contracts elsewhere in the world and often at better day rates.

Case in point, you've heard this comment in the last 2 earnings calls of the movement of several of our vessels to new regions, an improving day rates, including in many cases additional mobilization and demobilization revenues. In addition, we've worked to lengthen the terms of our contracts for certain segments of our vessel fleet.

For example, while some analysts may be concerned about a pause in the market for ultra-deepwater drilling rigs, our current deepwater PSV fleet that supports these types of rigs has an average contract length of 2 to 3 years, which will help protect our earnings during any brief slowdown.

On the shelf drilling side, there are approximately 40 new jack-up rigs schedule for deliver this year and another 60 deliveries expected next year that will need vessel support. We, like everyone else, of course, do not know how many of these newly delivered rigs will be incremental working rigs.

But we do know that these new rigs are more sophisticated and possess greater drilling and water depth capabilities than any rigs that they may replace. As a result, the towing-supply vessels that are required to support these rigs will tend to be larger and more sophisticated.

This should allow Tidewater to positively differentiate its newer towing-supply vessels with customers, which should also support continued high utilization and higher day rates for our towing-supply class of equipment. Some analysts also seem to be concerned about the health of the deepwater Gulf of Mexico market.

Our strategy during 2013 was generally to secure long-term contracts at favorable day rates for our Gulf of Mexico vessels in order to best position the company for any possible market slowdown. Some of our competitors have discussed their current market choppiness in the Gulf.

But our vessels are largely unaffected, as they are chartered at solid day rates for an extended period of time. Recently, we took delivery of 2 of the largest deepwater PSVs in our fleet during the December quarter. And both vessels immediately commenced multi-year charters in the Gulf at day rates in excess of 40,000 a day. We have 5 additional U.S.

flag deepwater PSVs in our construction queue at this time and 3 of these vessels already have long-term contracts awaiting their deliveries over the next several years. Tidewater's strategy has never been heavily reliant upon anticipated short-term trends in the Gulf of Mexico or for any other geographic market.

In summary, if the analysts and investors are predicting a pause in the offshore market and wish to know how does a pause impact our long-term strategy? It should have little impact. We plan to continue to complete the renewal of our fleet with vessels possessing the capabilities that our clients are requesting.

If there is unexpectedly more than a pause in the offshore market, we'll make appropriate course corrections at that time.

For those who'd follow the Tidewater story for many years, we're very proud of the transformation of the Tidewater fleet from vessels built in the late '70s to early '80s that primarily serve the shallow water market to a fleet that now has a nice mix of shallow, mid and deepwater vessels with a variety of capabilities that are spread throughout the world.

We have 29 vessels in the construction queue at December end, and we'll probably add to that group over the next year or so targeting specific markets, customers and/or specific opportunities. At December 31, Tidewater had only 25 active legacy vessels in our fleet.

With half of that count in the crew boat and offshore tug classes and the remainder Conventional OSVs. Today, Tidewater is comprised of over 240 new vessels, a variety of different types and sizes whose average age is only 6 years. We are able to service our customers with this diverse fleet in every corner of the globe.

Additionally, our moving to subsea market -- into the subsea market will further broaden the contract appeal for some of our other vessels and provide us new business opportunities.

Our recent North Sea Troms acquisition, coupled with our new build ice class vessels, is another expansion move that provides us with enhanced capability to support our clients cold water operations. All of these moves have been made while we maintain our financial strength and solid liquidity position.

While recent general industry headlines that centered around the status of current and future rig activity, we have seen a healthy level of vessel bidding activity in many of our areas, including specific opportunities in East and West Africa, the Middle East, India, Central America and Australia.

We believe we are very well-positioned with a new fleet that is diverse geographically and with respect to vessel capabilities, enabling us to capitalize on whatever market conditions we encounter in the near-term, while remaining ready to seize new long-term growth opportunities as they develop. We're now ready to take your questions.

Shannon?.

[Operator Instructions] Our first question comes from Jeff Spittel from Clarkson Capital Markets..

Maybe just a touch on your final comments there, Jeff.

It doesn't sound like you are seeing any discernible change in your customers behavior anecdotally, whether it's on the project front or in terms of urgency? Am I reading that correctly or I think you referenced maybe on the last call that people are clamoring for the new builds in particular, 3 to 6 months ahead of delivery.

If you noticed any change since we last spoke on that front?.

No, Jeff. I think you're picking up exactly what I was trying to communicate.

In fact, I think I've made a comment this December ending in the December quarter, we had what I think was a very healthy bid activity, in fact, an uptake and again, no change to suggest that we are seeing a dramatic or any kind of change in the market from what it has been..

Okay, good news.

And I guess with regard to the shallow water market dynamics, specifically, reassuring to see a little bit of uptick in rates there, do you think that a similar rate of improvement absent seasonal factors, et cetera, as we see more of these jack-up deliveries start to stack up over the next few quarters is something that's realistic?.

Jeff, I wish I could predict that. Yes, we're seeing a little bit. Again, we've had some moving pieces in that with respect to a little bit of mobilizations. There were couple other factors that again, we try to filter the noise out.

I can just say that our underlying premise is the -- as more of the jack-up deliver, again, not all the incremental, we don't believe that. But some will be incremental that it continues to improve the demand side of the equation.

And again, on the supply side, with respect to vessels under construction, when you look at those vessels, targeting the shelf activity, again, it doesn't have near waiting is the deepwater vessels under construction. So while the fundamentals were laid on a paper still point that we should be able to do that, we're trying.

I can tell you that much, but actually predicting we'll continue to see those types of increases. I can't go there, Jeff. I wish I could..

Our next question comes from Gregory Lewis from Crédit Suisse..

I just wanted to dig a little bit on, into the Americas region, and I guess sort of my first question would be, it looked like on a quarter-over-quarter basis, utilization really gapped up in the deepwater Americas. I think it was up over 1,000 basis points.

But at the same time, it looked like deepwater American day rates sort of declined a couple thousand dollars. Was that -- could you sort of maybe provide a little bit of color about that? I believe you guys fixed a long-term contract in Brazil, during[indiscernible] something there..

Gregory, a couple of things. Again, we are getting vessels onto the Petrobras contract that we won well over a year ago, so that's unfolding. And just remember, that it was in Brazil that we had the lump sum mobilizations that, in fact, in the September quarter it kind of spiked those rates up.

And again, those are events, they didn't reoccur in the December quarter.

So I think and I don't have the numbers right in front of me, but I would suggest that probably what you're seeing in the December quarter to September, you made reference to is the fact we had the benefit of the lump sum mobilizations in September and that did not occur in December..

Jeff, maybe if I can add a little bit to that, Greg. Certainly, the mobilization revenue that was recognized impacts day rates. I tried to pull that out of the September and December quarters in order to give you a cleaner kind of quarter-over-quarter progression.

Not to suggest that mope fees aren't real money, but it does at times create noise in the trend analysis.

The utilization is a combination of things in Americas, number one, which Jeff referenced, which is finally putting some of the vessels particularly in Brazil on contract, after a kind of a pre startup time, which we call it non-technical off fire.

But the other thing that is driving the reported utilization particularly in the Americas segment is the substantial number of stacked vessels that we sold in the quarter. I will note that America is kind of active only, if you look at the second quarter and the third quarter, it was pretty flat actually in terms of utilization at 87%..

Okay, great.

And then on -- and those vessels, some clear the ones that were sort of removed that were previously stacked, those were more on the towing-supply, and not in the deepwater, correct?.

They would be deepwater, correct. And Greg, flat 87%, that's a pretty dog gone good number..

Absolutely. And then my -- just my other question would be on the North Sea. I mean clearly, I think the start of 2014 has been very strong for the North Sea. I don't really think anyone did the magnitude of the strength.

Just given that environment, have customers sort of come to Tidewater and potentially talked about expecting -- looking for longer-term durations of contracts and pricing or is this something where we kind of all we should expect Tidewater to have a handful of vessel in the spot market in the North Sea?.

No, I think, certainly -- we like the Norwegian sector, which again, more of the Troms equipment is in that.

But I think on a go-forward basis, we're going to be a player in the North Sea and we will have some of our vessels trading in the spot market, which can be a very good thing when it gets hot and again then you have a little bit of seasonality in it. So I don't think I can read any more into it than that.

And yes, I do agree with you that where we are today, it's certainly is getting out of the gate pretty nicely compared to the way it unfolded last year and just for everyone's reference, last year turned out to be a much better year in the North Sea than anyone who had predicted before going into it.

So knock on wood, we hope that, that is kind of a glimpse into what would be a very strong market..

A huge amount of vessels that responded either in the Norwegian sector or the U.K. sector, I'd also note that the kind of full utilization and the decent step up in rate that you've seen the last couple of weeks was really not the case during most of the December quarter.

And as a result, the kind of September to December comparison, it is really comparing a very, very good quarter in terms of utilization and rates even for the handful of spot vessels that we had to a quarter that had neither..

Our next question comes from Jon Donnel from Howard Weil..

I was wondering if you might give us a little more color on the sale/leaseback during the quarter and kind of I guess to date from -- just kind of the change in strategy if you will for you guys.

I wonder if you can maybe talk little bit about, which vessels these are and whether there might be located and how this trend might continue as we go forward into the next fiscal year?.

Sure. We have a competitor that uses sale/leaseback transactions as a primary element of its funding plans. I would not put us in that category. We have as a general matter, finance the business at a corporate level as opposed to a vessel level.

We -- in particular executed 6 sale/lease transactions in the last 2 quarters, generating as I mentioned about $207 million in proceeds.

Of the valuations that we're getting for this equipment are very good, as other residual value assumptions and that plays into our decisions to introduce the sale/lease transactions as opposed to traditional debt financing transaction. Also planning into our thinking is our tax position, which we're evaluating on a regular basis.

We have done some synthetic leases in the past, but most of what we've done recently, actually involves the transfer of tax attributes to the counterparty and as a result, we are generating taxable gains, which is allowing us to better manage an NOL and our other tax attributes. But I wouldn't read too much into the recent sale/lease transactions.

We have no multi-billion sale/lease programs contemplated. Rather, we opportunistically I would say use the sale/lease market when, number one, financing rates are attractive. Number two, we're getting fair value for the transfer tax attributes and it is consistent with the overall tax planning.

And quite frankly, there is an element to preserving fleet relevance and optionality at the end of the lease term, which plays into our thinking at the margin. As a general matter, we've been entering a sale/lease transactions with vessels clearly that are U.S. built and that are directionally in the 8- to 10-year-old vintage.

But we have occasionally financed a newer vessel just because of the again, tax attributes and underlying financing costs. But it's not a step change in our approach to financing the business..

Okay.

So the guidance that you gave in terms of the lease costs plus interest, is that a good plug to use for our model going forward? Or should we expect that to be picking up marginally or how should we be thinking about that in terms of the overall cost structure?.

I would actually say that the lease element of that the guidance I gave you was the best[ph] information I have for the coming quarter.

I would say beyond that, you would see some tapering off of leases or leased expense, primarily as a result of early buyout options that we would more likely than not to exercise in the next couple of months and for[ph] that will show up in some element of interest expense or lower cash whatever, but as a general matter, the $20 million number that I used is a reasonable number for combined lease and interest expense.

But the lease element of that, I would imagine, will crest in the March quarter and modestly trend down with the repurchase of vessels that were leased a number of years back..

Our next question comes from George O'Leary from Tudor, Pickering & Holt..

First question is kind of a general question given kind of your global breadth in the industry.

Can you talk about any pockets of strength that you guys are seeing on the day rates in the utilization side just from a regional standpoint?.

George, we don't like to drill into the details. I'll just say in general, again, deepwater tends to be in demand for us. The newer higher spec tends to be the top of that kind of requirement list by our clients as new projects come up.

On the towing-supply, certainly, where the jack-ups are going tend to be again, the Middle East, we certainly see some demand pick ups a little bit in the West Africa market. The North Sea will be picking up some of that, and the higher spec vessels. So again, that's where the demand tends to be on that equipment.

But again, deepwater tends to be the higher spec for the new rigs and the new projects. And again, it's really across-the-board, if you will..

Okay, that's helpful color. And then with respect to the Middle East/North Africa, deepwater utilization is down Q-on-Q, but that was really just moving new vessels into that region and those are not going to work yet.

Are there incremental opportunities above and beyond the vessels that you've moved there? Or do you expect to see based on what you're hearing from your customers, do you expect to see incremental opportunities coming out of the Saudi market in particular?.

George, I'm sorry, I couldn't catch the very first part.

Which market were you talking about specifically?.

Sorry, your MENA region. Middle East/North Africa..

Yes, I mean again, we are expecting some other large tenders coming out driven, primarily by Saudi. Again, there's -- they've had over the last couple of years some big tenders, which we participated in. And if in fact, another large tender comes out as there are some kind of rumors on the street, we certainly look to participate in that expansion.

And I'd say that absolutely, we would look to move some additional vessels into that region..

Our next question comes from Matthias Detjen from Morgan Stanley..

Most of my questions have been answered.

But I want to follow-up on the new rigs coming into the market now, and I was wondering if with these new rigs is there a significant difference between the number of OSVs that the newer generation uses or the older ones?.

Yes, Matt, as we look at that, going back and since new rigs were being delivered 4 or 5 years ago and quite frankly, we don't see that, that's not it. The newer rigs have certainly down to deepwater side, much greater capacities. They have the ability to drill in much deeper wells.

If anything, it stretches the boats even further to what those rigs need as far as the liquid mud capacity, the fuel and water and some really any kind of change in the number of vessels, supporting we really haven't seen that change..

Okay, that's interesting.

And so here you've talked a lot about the North Sea market and how you see strengths there? And you have this one new built there and I was wondering are you looking to expand further in that sector as well or are you happy with the fleet that you have there right now?.

We're always looking for opportunities and again, we have more than one vessel, we've got the Troms fleet which definitely....

I mean the one you build, sorry..

Yes, we have Torres. Well, and prior to that, we've had 3 other new builds a year ago that we purchased that were in that. So again, as opportunities arise, were certainly look at it. We don't have a predisposition for or against any market..

Also to mention, Mattias, that the new builds you're referring to was actually delivered within the last week and is already on hire..

Term contract..

Our next question comes from Joe Gibney from Capital One..

Just a quick question on your Asia-Pac deepwater fleet and the sequential rate change there. A similar line of questioning to the America, sequential change, there wasn't as much of a spike in fiscal 2Q there.

Could you walk through a little bit some of the sequential change in rate? And I apologize if you covered it in your covered comments, but I didn't catch it..

This is Joe, Joe. The -- what I would comment at any point in time, we talk about Asia-Pac and specifically, the deepwater side of Asia-Pac is primarily in Australia. The Australia activity is primarily project-driven.

But and therefore, you -- as you've seen in the past and probably we'll see in the future, you will see the spike in activity levels of the deepwater vessels that pertain to activity levels in Australia primarily. So and it plays fits with the Asia-Pac average day rates calculations and so forth.

And mobilizations as deep mobilizations in and out of that region of the world..

Okay, fair enough.

Just one clarification, as it pertains to the incorporation of the Angolan entity and the commencement of your new 2-year term, you referenced some time in '14, just clarifying, is it calendar or fiscal in that comment?.

Joe, it's calendar. And again, there's some moving pieces to it, we try to get done as soon as we can. Again, there's some -- for a lot of the reasons that Quinn touched on with respect to the Angolan government, the clarifications on the law that touches into some of that.

So we'd like to get it done certainly sooner, but again, please understand there's a lot of moving parts on that..

And just to clarify something the joint venture is effective today. The incorporation of the Angolan entity, which is part of what is contemplated to be our long-term structure for that business will ultimately determine the final term of the joint venture.

So if the joint venture is, excuse me, the Angolan entity is incorporated making it up June 30, the 2-year term of the joint venture will begin June 30, 2014. But to be clear, the joint venture is effective today..

Our next question comes from J.B. Lowe from Cowen and Company..

Most of my questions have also been answered. But I guess I had a question on -- if you could just kind of go over your strategy on -- you said that you're going to be adding to the order book on a selective basis over the next couple of years.

Can you just kind of talk about where you would look to deploy capital on the deepwater versus shallow side? And what type type -- what types of things would you be looking at to determine where, which segment you would order some more vessels?.

J.B, we've been on this path of recapitalizing the fleet for quite a few years. So our need, several years ago were probably across-the-board, if you will in deepwater and ship, where we find ourselves today, are we at the end -- now we were hack a lot closer to the end of that recapitalization.

So I kind of -- when I'm at analysts one on ones, I kind of described it more versus a shotgun before we're now on the rifle shot. We're looking for specific vessels that fill out our portfolio that would approach or maybe address a specific client, a specific niche.

I'm not going to sit here on this call and lots of people are on this call and tell you what are those specific niches that we've seen, I really don't want to get down that path.

But again, as we finalize, as we add to either our order book or again, our preference would be to find vessels of opportunity that meet those requirements that prevent or present themselves in a fair valuation, as far as we're concerned then we would move forward on it.

But again, it's a much more selective to fill out the portfolio to meet specific geographic or client requirements on a go-forward basis..

Our next question comes from Cole Sullivan from ISI Group..

On -- with the new JV agreement in place, how should we think about legacy contracts that have been kind of extended within the JV throughout the negotiation period? And how that -- are they seeing sort of catch-up pricing or anything like that? Or should we expect to see catch-up pricing just because of the sort of legacy terms being renewed for such a long time? I was just trying to think through how that would progress now that we have the JV agreement in place?.

Cole, the actual new JV with respect to legacy contracts, I don't know that it really changes anything. If contracts have been renewed going back the last year, 1.5 years and if those terms extend beyond where we are today, then certainly, we would have anticipated and the negotiations would have included market rate updates to move it upward.

Any anticipated inflationary, so I'm just -- I don't see the linkage between the 2..

Okay, so they were based on market rates at the time when they were extended and....

Cole, we don't have a bias for or against any market and Angola certainly presents opportunities. It has unique challenges, and we have to weigh all of that and the commercial terms that we negotiate with our clients ultimately have to meet those requirements and then provide a nice return for us. And we do that continually on the fleet worldwide.

No different in Angola..

And the -- certainly, the ongoing joint venture negotiations may have impeded the times our ability to pursue this opportunity to that opportunity, but to the extent that we entered into new charter party agreements that were at market rates..

Okay, that's what I wanted to really get clarification on. And then secondly, I didn't know if you could give a little bit of, I guess directional picture of revenues and costs as we move into the June quarter.

I know you gave a margin sort of expectation, but just sort of directionally, off of the guidance that you gave for March?.

Yes, obviously, the March quarter, with the off-hire time associate vessels in drydock the elevated expenses kind of catching in coming and going in terms of operating margin. I would caution putting too fine a point on the June quarter because we haven't completed our fiscal '15 budget or presented it to our board.

But I guess what I was ultimately trying to communicate is that we would expect that the significant loss revenue associated with the large number of vessels in drydock in the March quarter and the additional expenses associated with those dry-docks would to some extent be behind us.

And not to suggest that the dry-docks will be a thing of our past, but we, at least are expecting on a preliminary basis, say a reasonably significant step up in vessel revenue in the June quarter and then expansion of margins associated with both additional revenue and lower R&M expense..

Our final question comes from Mark Brown from Citigroup..

I was wondering if you could just clarify and you might have explained it, I just didn't quite follow it, the timing of your expectations to reduce your working capital that's tied up with the accounts receivables from Sonatide, what -- maybe you could just sum up your remarks in terms of when you expect that to start coming down?.

Sure. I think we have a reasonable understanding of the mechanisms that are available to us today. We hope that we'll have additional clarity from the Angolan Central Bank in the not-too-distant future that will allow a sustainable U.S.

dollar-kwanza payments split, obviously with the dollar being paid offshore and the kwanza being paid locally to cover our local expenses. But that's not where we are today.

We have a combination of dollar and kwanza receipts that are currently held by the joint venture, some of which are referenced as of the balance sheet dates on which specifically the kwanzas were payments that were made by customers subsequent to December 31.

So we've got a reasonably large amount of cash in both dollars and kwanza in the joint venture. And its a laborious process, but we're working our way through it. As I mentioned, we received a bit of money, $15 million I referenced in my prepared remarks and we hope to knock down additional payments in the coming quarter.

I guess really the $64 question is are we repatriating more cash than we're generating, as a way of receivables as a result of ongoing business activity.

Tough to again, to put a real fine point on that, but at least my view is based on information I have available to me, is that the growth in working capital will significantly moderate in the March quarter after which we would expect some reversal, i.e. a fall in working capital tied to Sonatide in the June and subsequent quarters.

But we're hoping that this is a couple of quarter issue that we're working our way through that ultimately on the other side has a sustainable dollar-kwanza payments split that ultimately has Angola requiring no significant amount of working capital beyond any other area.

But again, this is an element of business in Angola and we will factor that into our contract negotiations and our ultimate vessel disposition decisions. But you should be clear that this is not a Tidewater or Sonatide issue. This is an industry issue that flows from the implementation of new foreign exchange legislation in Angola..

Right, right. And just a somewhat related question.

With this joint venture cited in place even though you haven't incorporated the entity at this time, does this give you an advantage from a competitive market position in terms of your ability to contract your vessels in that region relative to some of the other companies that you're competing against?.

I think certainly, having Sonangol as a partner can't necessarily hurt you in Angola. We've operated with that for a long period of time. So we look at it as we've got a very good partner, very strong partner and look at it as an overall positive..

At this time, I would like to turn it back to the presenters for final remarks..

Shannon, thank you very much. This call has gone a little long, but good questions and good coverage. We appreciate everyone's interest in Tidewater and for putting up with our telephone glitches today. Hopefully, this -- the call was clear enough throughout the entire phone call and certainly, we'll be filing our transcript of this in short-term.

So again, I appreciate everyone's involvement in the call. Have a great day..

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