Operator
Operator
Welcome to the Fiscal 2015 Fourth Quarter Earnings Conference Call. My name is Laura, and I'll be your operator for today's call. At this time, all participants are in a listen-only mode. Later, we will conduct a question-and-answer session. Please note that this conference is being recorded. I will now turn the call over to Mr. Joe Bennett. Mr. Bennett, you may begin. Joseph M. Bennett - Chief Investor Relations Officer & Executive VP: Thank you, Laura. Good morning, everyone, and welcome to Tidewater's fourth quarter and full fiscal year 2015 earnings results conference call for the period ended March 31, 2015. 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 will 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 financial review. Jeff will then provide some final wrap up comments and we'll then open the call for your questions. During today's conference call, we may make certain comments that are forward-looking 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. Jeffrey M. Platt - President, Chief Executive Officer & Director: Thank you, Joe, and good morning to everyone. Earlier this morning, we reported a fully diluted loss per share for the fourth quarter of our 2015 fiscal year of $0.19, which includes a $4.1 million restructuring charge, $6.4 million of asset impairment charges and a $23.8 million non-cash adjustment to deferred tax assets, collectively impacting earnings per share by approximately $0.69. Our fourth quarter's results brought our fiscal 2015 full-year diluted loss per share to a $1.34, which included the $284 million goodwill impairment charge recorded in our third fiscal quarter. Adjusting for the goodwill and other asset impairment charges and our deferred tax asset adjustment, our fiscal 2015 fully diluted earnings per share would have been $3.82. Our March quarter's per share results were substantially below the adjusted earnings we reported for the December quarter and reflect the dramatic shift in oil market fundamentals that began last November, and continued throughout the just completed March quarter. As we had warned during our previous earnings call, we expected revenues, vessel utilization and average day rates to decline in the March quarter as a result of our customers announced reductions in their 2015 capital spending plans and decisions to delay and defer certain offshore projects. Lower activity levels were to be expected given the backdrop of weaker customer demand. The pace and magnitude of the decline, however, is nearly unprecedented, reflecting the aggressive cost reduction initiatives that many of our customers implemented in response to lower commodity prices. The restructuring charge we took in the March quarter related primarily to our organizational adjustments made to our Australian operations in light of various vessel contracts ending and few opportunities to re-contract those vessels in that market. In addition to these organizational adjustments in Australia, in the March quarter, the company began implementing cost-cutting initiatives globally that resulted in vessel operating and G&A cost for the quarter that were below previous guidelines for these line items. Our cost-cutting initiatives will continue throughout the coming quarters as we adjust our active vessel fleet to the evolving global demand, recognizing that in a weakened market, our stacking of underutilized vessels will have the greatest impact on vessel operating cost and vessel operating margin. Along with our vessel operating and G&A cost-cutting initiatives, the tightening of our belts also came in the form of some changes to our vessel newbuild program. In April, we canceled three-vessel construction contracts in response to poor shipyard performance. And in May came to an agreement with another shipyard that is in the process of constructing two deepwater PSVs for us that the company would now have an option to take delivery of one or two of the vessels at any time prior to June 30, 2016. We'll receive the return of installment payments made to-date at the end of this period. These are two recent changes to our newbuild program. But we will continue to evaluate our options with respect to other vessels we have under construction. Quinn will provide you with more details on these moves made post-fiscal year-end in just a moment. Just as in our last earnings call, I will focus the balance of my comments on the broad trends impacting our current business along with assessing our current position, how we see the future of our market and how we intend to conduct our business. I'll leave it to Quinn to provide you with the detail of the quarter's financial performance and our financial outlook for the near term. Comparing our March quarter's performance to that of our December quarter, we saw revenues decline 16% due to reductions in average day rates and lower utilization. A number of our customers have terminated offshore drilling rig contracts early and many are deferring other offshore work. While lower exploration and development activity has most directly impacted overall demand for offshore support vessels, continued growth in the offshore vessel fleet has also suppressed vessel day rates and utilization. In our view, a reversal in the currently negative supply demand dynamic will likely require a stable outlook for commodity prices, well north of current strip pricing, more vessel demand and less vessel supply and a recovery period of at least 12 months to 18 months from today. As a result, we expect the OSV market to remain weak until at least the second half of 2016. Given the more challenging operating conditions experienced during the March quarter, as was the case with other market participants, Tidewater's financial results were weaker than in previous quarters. We are comfortable, however, with both Tidewater's market position and its financial position as we work through the current market turmoil. The OSV market has clearly softened. Our absolute and relative positioning however remain good. We continue to maintain a strong balance sheet and a healthy liquidity position. Today, our net debt of approximately $1.5 billion represents 37% of our net book capitalization. Importantly, our fleet reinvestment program is winding down as we have largely completed the transformation of our fleet from one dominated by older, smaller vessels to the industry's most modern and diverse fleet that is capable of operating globally in all water depths: deepwater, midwater and shallow water. Subsequent to our fiscal year end, we extended our $900 million bank credit facility by one year to June of 2019, a prophylactic step designed to assure the long-term liquidity in a down cycle. Together with operating cash flow, additional liquidity also allows us to complete our construction in progress and to be more opportunistic in regards to investments in assets and/or our own shares. At our recent board meeting, we approved a regular quarterly dividend of $0.25, which we have paid each quarter for the last seven years. We have consistently paid quarterly dividends since fiscal 1993. In addition, the share repurchase authority granted to us by our board last year was extended by a year to June 2016. We currently have $100 million of unused authority under the recently extended share repurchase plan, that we'll be very cautious in regards to buybacks in the near-term. One of Tidewater's core values are focus on safe operations. We ended fiscal 2015 with a total recordable incident rate, TRIR of 0.14 per 200,000 man hours worked, and we had one lost time accident during the year. This is a very positive safety performance. I want to thank all of our employees worldwide for their dedication in performing their tasks every day in the safest manner possible. Our compliance initiatives are also an important competitive advantage as our customers along with their partners and local governments remain very focused on how their service providers conduct their business. Compliance is becoming an increasingly important consideration for the international energy service industry. Let me now turn the call over to Quinn to review the details of the quarter and how we see the near-term outlook. Quinn? Quinn P. Fanning - Chief Financial Officer & Executive Vice President: Thank you, Jeff. Good morning everyone. As Jeff mentioned, we issued our earnings press release this morning. We expect to file our Annual Report on Form 10-K through the EDGAR filing service by the close of business on Friday. Turning to financial results, as Jeff noted, we recorded loss per diluted common share of $0.19 for the March quarter, and a loss per diluted common share for the fiscal year ended March 31, 2015 of $1.34. Results for the March quarter included a $0.07 per share after-tax restructuring charge, non-cash asset impairments totaling $0.11 per share after-tax and a non-cash adjustment related to the valuation of deferred tax assets, which is included in income tax expense of $0.51 per share. Results for fiscal 2015 included a non-cash goodwill impairment charge of $4.43 per share after-tax, non-cash asset impairment charges totaling $0.24 (11:16) per share after-tax, and the previously referenced deferred tax asset related valuation allowance. As mentioned in the press release, this adjustment to our deferred tax assets was recorded based on our current assessment of our ability to utilize foreign tax credits prospectively. This may be a relatively conservative financial statement presentation, but it is consistent with accounting literature guidance and is appropriate in our view, given the current operating environment. Adjusted EPS for the March quarter of $0.50 was down approximately 55% from the December quarter. Adjusted EPS for the year of $3.82 per diluted share was essentially flat relative to adjusted EPS for fiscal 2014, which also included a smaller non-cash goodwill impairment charge and more modest asset impairment charges. As of March 31, we have no goodwill in our balance sheet and a book value per share of $15.66 (12:21). As Jeff noted, vessel revenue for the March quarter at $318 million was down approximately 16% from the December quarter, and was down approximately 12% from the March quarter of fiscal 2014. Relative to the December quarter, the average active vessel count was down two vessels quarter-over-quarter. Active vessel utilization and average day rates were off approximately 7 percentage points and approximately 6% respectively from the December quarter. Vessel operating costs at approximately $194 million was down approximately 8% from the December quarter and was down approximately 6% from the March quarter fiscal 2014. Relative to our expectations that we shared with you in early February, we had large positive variances in crew costs and repair and maintenance expense, which were somewhat offset by negative variances in insurance and loss costs. As Jeff mentioned in his opening remarks, given the current operating environment, we are very focused on reducing costs. Cost reductions have come from and will continue to come from a combination of initiatives including staff and wage reductions, the selective deferral of drydockings and major repairs and when appropriate, the stacking of underutilized vessels. As a result of ongoing cost reduction initiatives, we expect that crew cost will continue to trend down in fiscal 2016. Repair and maintenance expense should also fall year-over-year, though repair and maintenance expense will likely be volatile quarter-to-quarter based at least in part on the timing and nature of the drydocks, many of which are required by regulation that are undertaken during any particular quarter, also note that the continued strengthening of the U.S. dollar, particularly relative to the Brazilian reais had the effect of reducing our dollar denominated operating costs and modestly benefiting vessel operating margin during the fourth quarter. Vessel level cash operating margin at approximately 39% was within the range of 39% to 41% provided in early February, again with cost cutting efforts to-date, somewhat mitigating the precipitous fall in vessel revenue. Losses in our subsea operations for the March quarter at approximately $1 million were generally consistent with our expectations for the quarter. Total general and administrative expense in the March quarter of approximately $45 million was down a bit more than a $1 million quarter-over-quarter and was down a couple of million dollars from our run rate earlier in the fiscal year. As was the case last quarter, G&A in the March quarter was positively impacted by lower professional services costs through negotiated fee reductions and a downward revaluation of equity-based incentive compensation as a result of Tidewater's lower share price at March 31 relative to December 31. Below the operating income line, in addition to the previously referenced asset impairment charges, note that we recorded a very modest foreign exchange gain in the March quarter whereas in the December quarter, we recognized a foreign exchange gain of approximately $4 million. As previously noted, the U.S. dollar again strengthened relative to key commodity currencies during the March quarter, but the impact of revaluation non-USD denominated assets and liabilities was less significant than it was in the December quarter. That was particularly the case in regards to foreign exchange benefit recognized as a result of our quarter end revaluation of our Norwegian kroner-denominated debt. With the deferred tax asset valuation allowance that was recorded during the March quarter and the goodwill impairment charge that was taken in the December quarter, there was obviously a lot of noise in the tax expense line for both the March quarter and the fiscal year. I will just note that our normalized effective tax rate for the fiscal year was in the low 20%s or a couple of percentage points lower than our current expectations for fiscal 2016. Recognizing the changes on the geographical mix of earnings and other variables can create quarter-to-quarter volatility and estimates for our effective tax rate. In regards to fleet profile and performance, Tidewater's active fleet averaged 258 vessels in the March quarter, which is down two vessels quarter-over-quarter reflecting the delivery of four newbuild deepwater PSVs and our stacking of six vessels comprised of three towing supply vessels and three vessels reported in our "other vessel classification" during the March quarter. Utilization of the active fleet at approximately 76% was down about 6.5 percentage points quarter-over-quarter and average day rates at approximately $17,900 were down approximately $1,100 or approximately 6% quarter-over-quarter. Noting that lump sum mob, de-mob and similar fees were higher in the December quarter than they were in the March quarter, average day rates as adjusted for lump-sum fees were down approximately $800 or approximately 4.5% quarter-over-quarter. For reference, average day rates excluding lump sum fees were approximately $17,800 in the March quarter. Looking at key asset classes, as I just mentioned, the active fleet in the March quarter was 258 vessels and included on average 92 deepwater vessels and 111 towing-supply vessels. Average active other vessels, which include crew boats and offshore tugs, were down two vessels quarter-over-quarter. Reported average day rates for deepwater vessels at approximately $27,900 were down approximately $2,300 or about 7% quarter-over-quarter. After excluding the effects of lump sum fees, average deepwater rates in the March quarter were still $27,900, but they were down a more modest 5.5% quarter-over-quarter. Reported average day rates for the towing-supply vessels at approximately $14,500 were down approximately $1,000 or about 6% quarter-over-quarter. After excluding the effects of lump sum fees, the average day rates for the towing-supply class of equipment were approximately $14,400 or down approximately 5.5% quarter-over-quarter. Looking at our four geographic reporting segments, for the Sub-Saharan Africa and Europe segment, which accounted for approximately 39% of consolidated fourth quarter vessel revenue, vessel revenue was off approximately 18% quarter-over-quarter. Average active vessel count in the Sub-Saharan Africa and Europe segment at 116 vessels was off three vessels. The average active North Sea fleet at seven vessels was flat quarter-over-quarter. The average active Sub-Saharan Africa fleet at 109 vessels was off three vessels quarter-over-quarter. Active vessel utilization across the Sub-Saharan Africa and Europe segment at 76% was off about 7.5 percentage points quarter-over-quarter and average day rates at approximately $15,900 were off about $800 or about 5% quarter-over-quarter. Within the Sub-Saharan Africa and Europe segment, utilization in Africa was off about 6.5 percentage points quarter-over-quarter to 76%. Utilization of the North Sea fleet was down about 20 percentage points quarter-over-quarter to approximately 70%. Average day rates in Africa at approximately $15,900 were off about 2% in average day rates and the North Sea at approximately $16,300 were off more than 30%, reflecting a structural oversupply and very weak demand. To the extent there is a global (20:20) market today where utilization adjusted day rates are at/or around cash operating costs is most acutely evident in the North Sea, where exposure is relatively small. For the Americas segment, which accounted for approximately 37% of consolidated fourth quarter vessel revenue, vessel revenue was down approximately 13% quarter-over-quarter. The average active fleet in the Americas segment at 71 vessels was flat quarter-over-quarter. Utilization of active vessels in the Americas segment at approximately 84% was down approximately 2 percentage points quarter-over-quarter, but was still relatively strong and stable in the March quarter. Average day rates within the Americas segment at approximately $21,800 in the March quarter were down approximately 9% quarter-over-quarter, in part reflecting a particularly good December quarter for lump sum mobilization and demobilization fees. Adjusting for lump sum fees, average day rates in Americas in the March quarter were approximately $21,600, which is off about 6% relative to the December quarter. In the MENA segment, which accounted for approximately 14% of fourth quarter consolidated vessel revenue, vessel revenue was down approximately 19% quarter-over-quarter. The active fleet in MENA at 45 vessels was down one vessel quarter-over-quarter. Utilization of active vessels in MENA at approximately 74% was down about 9 percentage points quarter-over-quarter. And average day rates in MENA at approximately $15,100 in the March quarter were down about $800 quarter-over-quarter. In the Asia-Pac region, which accounted for approximately 9% of fourth quarter consolidated vessel revenue, vessel revenue was down about 10% quarter-over-quarter. The active vessel count in Asia-Pac at 26 vessels was up two vessels quarter-over-quarter. Utilization of active vessels in Asia-Pac at approximately 64%, however, was down about 10 percentage points quarter-over-quarter with at least part of the quarter-over-quarter trend reflecting our taking delivery of a couple of newbuild vessels during the March quarter. Average day rates in Asia-Pac at approximately $20,300 were down about 4% quarter-over-quarter. Looking at relative profitability, vessel level cash operating margin in the December quarter was in the 40% to 43% area for the Americas and MENA segments and 36% for the Asia-Pac and Sub-Saharan Africa and Europe segments. Note that vessel level cash operating margin in Asia-Pac is exclusive of the restructuring charge associated with downsizing our Australian operation. Turning to our outlook, we expect that customers announced reductions in their capital spending plans, project delays and cost reduction initiatives, particularly when coupled with additional newbuild OSV deliveries that have previously been announced by Tidewater and other companies will result in utilization challenges and day rate pressure in the near to intermediate terms. We do note that it is particularly challenging to make any forecast of vessel utilization and average day rates given today's very fluid market environment. In any event, our near-term expectation in regards to average active vessel count is in the range of 240 vessels to 250 vessels, which is down 10 vessels from my prior guidance. Guidance reflects the adjustment to our newbuild program that Jeff referenced in his opening remarks, as well as our expectation that we'll continue to selectively stack underutilized vessels. In this context, internal estimates currently peg the June quarter's vessel revenue somewhere between $290 million and $300 million. Likewise, based on what we know today, vessel related OpEx for the June quarter should fall within the range of $180 million and $185 million. For your added information, our expectation for repair and maintenance expense, inclusive of drydockings and major repairs in the June quarter is slightly higher than the actual results for the March quarter and is projected currently to be our highest quarterly level in fiscal 2016. Based on the vessel revenue and vessel OpEx guidance ranges provided, vessel level cash operating margin in the June quarter would fall somewhere in the 36% to 40% area. General and administrative expenses should be in the area of $44 million to $45 million in the June quarter inclusive of $1 million of G&A related to our subsea services operation. I'll also note that to the extent our outlook for quarterly vessel revenue remains in the plus or minus $300 million area, we will be looking for opportunities to further reduce normalized OpEx and G&A, recognizing that the timing and nature of drydocks will have a significant impact on quarter-to-quarter vessel revenue, OpEx and vessel level cash operating margin. Combined vessel lease and interest expense should be in the plus or minus $20 million area in the June quarter or basically flat relative to the March quarter. As to an effective tax rate assumption, we are currently assuming a 24% to 25% tax rate for fiscal 2016, of course, excluding any discrete items. Turning to financing and investment issues. Cash flow from operations for the 12 months ended March 31 was approximately $359 million, including approximately $81 million of CFFO for the March quarter. At March 31, our net due from affiliate related to our Angolan operations was approximately $235 million or down approximately $108 million, since the beginning of the fiscal year, largely as a result of increases in the due to affiliate balance, which includes commissions payable to Sonatide. Cash collections during the March quarter were approximately $67 million or approximately $14 million less than the revenue we recognized in regards to our Angola operations in the March quarter. Tidewater's Angola related cash collections, during fiscal 2015, totaled approximately $338 million, 53% of which represented successful conversion of Angola kwanza to U.S. dollars. The balance of cash collected was from USD payments from customers made pursuant to USD or split USD/kwanza payment arrangements. Revenue recognized in regards to our Angola operations in fiscal 2015 was approximately $351 million or approximately 24% of consolidated vessel revenue. As to non-operating uses of cash, CapEx in the March quarter was approximately $133 million, a portion of which was funded by asset dispositions, including one sale/lease transaction that was completed in the March quarter that generated approximately $13 million. As of March 31, 2015, we had 24 ships under construction with a total estimated cost of approximately $691 million, $311 million of which has been invested as of March 31 and $380 million of which was unfunded as of March 31. As Jeff noted, subsequent to March 31, we notified one shipyard that we were terminating the contracts for three of six towing-supply vessels that it was building as a result of late delivery. Recognizing that it makes little sense to accept vessels that if construction was ultimately completed, delivery would be into an OSV market that has materially weakened. We have also made a demand on the Bank of China refunding guarantees that secure the return of approximately $36 million in milestone payments made to-date plus interest. Likewise subsequent to March 31, we reached a mutually satisfactory agreement with another shipyard in regards to two deepwater PSVs that are currently under construction. As Jeff mentioned, under the terms of the negotiated settlement, Tidewater can elect to take delivery of one or both completed vessels at any time prior to June 30, 2016. If we do not elect to take delivery of one or both vessels prior to June 30, 2016, we are entitled to receive the return of milestone payments made to-date totaling $5.4 million per vessel plus interest. And we will be relieved of any obligation to pay the shipyard the $21.7 million of remaining payments per vessel. As to go-forward funding requirements, based on commitments at March 31 as adjusted for ship construction contracts terminated subsequent to 3/31 and the settlement arrangement that I just summarized, CapEx for fiscal 2016 as related to vessels under construction is estimated at approximately $263 million, more than half of which is expected to be expended in the June quarter. Beyond fiscal 2016 cash (29:33) is related to commitments as of March 31, 2015, totaled approximately $63 million. Total debt at March 31, as Jeff noted was approximately $1.5 billion, cash at 3/31 was approximately $78 million, and net debt to net book capital at 3/31 was approximately 37%. With the recent one year extension of our $900 million bank credit facility, we have no significant debt maturities until fiscal 2020. Total liquidity at 3/31 was approximately $658 million, including $580 million in availability under our $600 million bank credit facility, which again is available to the company until fiscal 2020. I'll also note that subsequent to March 31, we closed on a $31 million 12-year term export credit financing that is tied to one of the Troms vessels. In our view, pricing and other terms on this new financing were very attractive. And with that, I'll turn the call back over to Jeff. Jeffrey M. Platt - President, Chief Executive Officer & Director: Thanks, Quinn. Current trends in the commodity arena and the offshore market appear to be diverging. Almost coincidentally with the ending of the March quarter, we have seen a nearly 25% rise in oil prices, which has led some to speculate openly that the industry may have seen the bottom in oil prices for this cycle. We certainly hope this is the case, but in our view, it is premature to believe that we have experienced the worst of the cycle's downturn in terms of commodity pricing. Yes, global oil prices are higher, but they are still well below where they were a year ago, and offshore market conditions remain difficult, despite the recent optimism in the commodity markets. So what do we know about the outlook? With lower oil prices, our clients are responding as they have in every other similar period: cutting capital spending, deferring projects, reducing overhead costs by cutting staff and pressuring the service company providers for lower rates. How long this environment is likely to last is a question that everyone is struggling to answer. Our clients continue to say lower for longer. Our read of market trends and our clients' contracting strategies suggest that we should be prepared for an extended downturn. But panic, like optimism, is probably premature. If oil prices continue to recover then we could look for a better 2016, but the reality is that 2015 will be a very difficult year for oil and gas operators and their equipment and service providers. As Quinn pointed out, our fleet utilization and our day rates have all suffered in the March quarter from weaker market conditions. We expect that average day rates and utilization will continue to be under pressure for at least the next couple of quarters. And as I stated on our last earnings call, we continue to be of the (32:31) opinion that a meaningful industry recovery may not occur until the later part of 2016 or even into 2017. So what do we do in the interim? We will continue to conduct our operations with a focus on those factors that we can't control. For example, making sure that we continue to deliver a high level of service quality; that means we will not alter our focus on safety and compliance. As I mentioned earlier in this call, we consider these two qualities to be core values at Tidewater and believe our performance in these areas provide us with competitive advantage. We will also stay close to our customers, not only to make sure that we're providing outstanding service, but also so we can partner with them in steps that help achieve increased efficiencies and reduced operating costs. We want and need our customers to be successful and have been responsive to their requests for rate reductions, so long as we are trading things for things rather than things for promises. As appropriate, we are prepared to defend day rates based on the equipment, services, and global support that we provide to our customers. As a general matter, we will also avoid entering into long-term contracts at day rates than in retrospect, maybe characteristic of a transient trough or a cyclical bottom. While prompt and proactive cost reductions are a priority in the near term, we will endeavor to balance profitability, cash flow and revenue market share objectives as we consider stacking additional vessels. Our global operating footprint also provides us with some flexibility to shift vessels from relatively weaker markets to relatively stronger markets and thereby optimize vessel utilization and day rates. At some point, our customers will gain confidence that market trends have stabilized and global growth will resume. As I mentioned in my earlier comments, we are winding down on our 10 year plus fleet reinvestment program that has allowed us to replace, enhance and grow our fleet and operating capabilities. We are well positioned to meet our clients' needs anywhere in the world they operate, but we will follow a disciplined approach in regards to any new capital commitments. We are committed to maintaining a young and highly capable fleet in the future, but it will not require the magnitude of capital investment that has been consumed during the past decade. One thing we do know after 60 years in this business is that industry down cycles often provide market leaders with opportunities to expand their operations and enhance their growth profile. What specific opportunities may develop for Tidewater is difficult to assess currently. But our balance sheet is strong and our liquidity position is solid. Falling CapEx and reduced investment in working capital will benefit free cash flow. Our global operating footprint and experienced management team should also give us visibility on acquisition or investment opportunities and provide us with scope for cost synergies in the context of possible industry consolidation. Our response to any opportunity, however, will be dictated by our commitment to creating shareholder value, which remains management's key objectives. With that, we're ready for your questions. Laura?