Tidewater Offshore (North Sea) Limited - Accounts to registrar (filleted) - small 18.2

TIDEWATER OFFSHORE (NORTH SEA) LIMITED - Company Information

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REGISTERED NUMBER: 03246001 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2020

FOR

TIDEWATER OFFSHORE (NORTH SEA) LIMITED

PREVIOUSLY KNOWN AS

SWIRE PACIFIC OFFSHORE (NORTH SEA)

LIMITED

Page

Company Information

Report of the Directors

Statement of Financial Position

Notes to the Financial Statements

DIRECTORS:

D Hudson

Q V Kneen

S Rubio

E M Geddes

REGISTERED OFFICE:

483 Green Lanes

London

N13 4BS

REGISTERED NUMBER:

03246001 (England and Wales)

INDEPENDENT AUDITORS:

Acumen Accountants and Advisors Limited

Bankhead Drive

City South Office Park

Portlethen

Aberdeenshire

AB12 4XX

The directors present their report with the financial statements of the company for the year ended 31 December 2020.

CHANGE OF NAME

The company passed a special resolution on 22 July 2022 changing its name from Swire Pacific Offshore (North Sea) limited to Tidewater Offshore (North Sea) Limited.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of charter of anchor handling and tug supply vessels to customers in the oil and gas industry.

REVIEW OF BUSINESS

With oil prices on a downward trend since 2014, oil & gas companies have consequently been scaling down their Capex and deferring offshore projects. This has had a direct effect on ship owners as contracts were re-negotiated for lower day-rates and in some cases the cancelling of contracts. The market in 2020 has been severely impacted by the Covid-19 global pandemic and the uncertainty within the economy. The company has suffered as a result of the continued low oil price and subsequent depressed charter hire/spot rates.

During the course of 2020 and 2021 the UK Government announced various lockdown measures as a result of the global coronavirus pandemic. Consequently, in line with local government guidelines, the company's operations were severely impacted by the different international travel and quarantine guidelines. These restrictions continued to have an impact on business activities through to FY2022.

However, despite the challenges facing the industry, the company continues to adapt to market conditions and manage costs prudently. The company has a strong reputation in the sector and as economies re-open, the industry starts to recover and oil prices and therefore charter hire/spot rates increase, we expect, and are of the opinion, that we are well placed to capitalise on our reputation and rebound quickly.

The ultimate parent company has confirmed it will support the company to enable it to meet its debts as they fall due, and to carry on its business without significant curtailment of operations for a period of not less than twelve months from the date of approval of the financial statements. This continued support of the shareholders is based on the latest financial projections available including the underlying assumptions. On this basis, the board of directors consider it appropriate to prepare the financial statements on a going concern basis. However, given the uncertainty of the impact of the Covid-19 outbreak, amongst others resulting in an ongoing distress in the oil & gas market not all future events or conditions can be predicted and therefore present forecasts and cash flows have been prepared by management on a best estimate basis.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The Directors who have held office during the period from 1 January 2020 to 31 December 2020 are as follows:

R G Shearer – resigned 15 August 2021

R L Sell – resigned 1 July 2021

D Hudson, Q V Kneen, S Rubio, R J Smith, A M Clarke and E M Geddes were appointed as directors after 31 December 2020 but prior to the date of this report.

A M Clarke and R J Smith ceased to be directors after 31 December 2020 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Acumen Accountants and Advisors Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

E M Geddes - Director

30 September 2022

FIXED ASSETS

Tangible assets

3,593

4,713

Investments

3,687

4,807

CURRENT ASSETS

Debtors

340,718

669,226

Cash at bank and in hand

37,137

24,118

377,855

693,344

CREDITORS

Amounts falling due within one year

28,745,389

27,267,041

NET CURRENT LIABILITIES

(28,367,534

)

(26,573,697

)

TOTAL ASSETS LESS CURRENT

LIABILITIES

(28,363,847

)

(26,568,890

)

CAPITAL AND RESERVES

Called up share capital

Retained earnings

(28,363,850

)

(26,568,893

)

(28,363,847

)

(26,568,890

)

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2022 and were signed on its behalf by:

E M Geddes - Director

1.	STATUTORY INFORMATION

Tidewater Offshore (North Sea) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the US Dollar ($).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going concern

The financial statements have been prepared on a going concern basis which assumes that the company will continue to trade.

Narrative has been provided within the Report of the Directors detailing the basis for which the board of directors consider it appropriate to prepare the financial statements on a going concern basis.

Preparation of consolidated financial statements

The financial statements contain information about Tidewater Offshore (North Sea) Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, John Swire & Sons Limited, Swire House, 59 Buckingham Gate, London, United Kingdom, SW1E 6AJ.

The company is a wholly owned subsidiary of Swire Pacific Offshore Holdings Limited, a company registered in Bermuda, whose ultimate parent company is John Swire & Sons Limited.

The above position is as of 31st December, 2020. As of 22nd April, 2022 Tidewater Inc had completed the acquisition of Swire Pacific Offshore Holdings Limited. However, the results of the company for Financial Year 2020 were included in the financial statements of John Swire & Sons Limited being ultimate parent company.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenues represent the value of chartering services of anchor handling tugboats supplied in the normal course of business. Turnover is recognised only when it is probable that economic benefits associated with the transaction will flow to the company and the amount of turnover can be reliably measured. Turnover from these charter services is recognised as the services are rendered.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

at varying rates on cost

The assets' residual values and useful lives are reviewed and adjusted, if appropriate, at the end of each reporting period. The effect of any change is accounted for prospectively.

Investments in subsidiaries

Investments held as fixed assets are stated at cost less provision for permanent diminution in value.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Foreign currencies

Assets and liabilities in foreign currencies are translated into the functional currency at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into US Dollar at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Impairment of assets

At each reporting date assets are reviewed to determine whether there is any indication that those assets have suffered an impairment loss. If there is an indication of possible impairment, the recoverable amount of any affected asset is estimated and compared with its carrying amount. If estimated recoverable amount is lower, the carrying amount is reduced to its estimated recoverable amount, and an impairment loss is recognised immediately in profit or loss.

If an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not in excess of the amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised immediately in profit or loss.

4.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2019 - 3 ) .

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

COST

At 1 January 2020

and 31 December 2020

79,391

DEPRECIATION

At 1 January 2020

74,678

Charge for year

1,120

At 31 December 2020

75,798

NET BOOK VALUE

At 31 December 2020

3,593

At 31 December 2019

4,713

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

COST

At 1 January 2020

and 31 December 2020

NET BOOK VALUE

At 31 December 2020

At 31 December 2019

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

Trade debtors

276,617

552,160

Amounts owed by group undertakings

17,597

12,711

Other debtors

46,504

104,355

340,718

669,226

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

Trade creditors

27,742

315,122

Amounts owed to group undertakings

28,268,761

26,399,149

Other creditors

448,886

552,770

28,745,389

27,267,041

9.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Lynne Hendry (Senior Statutory Auditor)

for and on behalf of Acumen Accountants and Advisors Limited

10.	CONTINGENT LIABILITIES

The company has received a notice from the UK Health and Safety Executive ("HSE") indicating that the company would be prosecuted for an incident relating to the Pacific Dolphin in 2015. At this time the charge has not been presented. The company's appointed legal counsel is liaising with the HSE to obtain more details. The view of the legal counsel is that any potential fine would be in the range of £750,000 to £1,000,000. This has not been provided for in the financial statements.

11.	POST BALANCE SHEET EVENTS

The combined effects of the on-going Covid-19 situation and the resultant oil price collapse continue to lead to significant challenges within the energy sector. Oil and Gas companies continue to suspend or cancel previously sanctioned offshore programmes in an effort to protect the well-being of their workforces and manage the sustainability of their organizations. The subsequent drop in vessel demand has forced us to take decisive action to address the supply/ demand imbalance in the shape of laying up tonnage. We took proactive steps and followed guidelines during this to mitigate the risk of exposure for our employees, customers and suppliers and adopted the guidelines of local Government with respect to home work wherever possible and international travel and quarantine. When the market started picking up in 2022, the vessels are put into charter again.

In April 2022, John Swire & Sons Limited, the ultimate controlling party, sold Swire Pacific Offshore Holdings Limited (subsequently known as Tidewater Offshore Holdings Limited), the parent company, to Tidewater INC who are now the ultimate parent company.

12.	ULTIMATE CONTROLLING PARTY

The controlling party is Swire Pacific Offshore Holdings Limited (subsequently known as Tidewater Offshore Holdings Limited).

The ultimate controlling party was, prior to the acquisition by Tidewater Inc, (as detailed in the Post Balance Sheet Events note above), John Swire & Sons Limited, a company incorporate in England and Wales.

John Swire & Sons Limited was the parent undertaking of the largest group of undertakings to consolidate these financial statements for the year ended 31 December 2020. The consolidated financial statements of John Swire & Sons Limited are available from Swire House, 59 Buckingham Gate, London SW1E 6AJ.