Quintin Kneen
Analyst · Robert W. Baird. Your line is now open
Thank you, Jason. Good morning, everyone, and welcome to the third quarter of 2019 Tidewater earnings conference call. I’m excited to be leading this call today, a lot has happened since we last spoke and we have more positive change and progress that I believe will make you as excited as I am. Tidewater is determine to lead the offshore industry through the remainder of the recovery. We have the industry’s leading balance sheet which we are taking steps to enhance even further. We have led the industry thus far and consolidation and we are preparing our infrastructure, capital structure to consolidate the industry even further. We will use the improving industry fundamental to get day-rates back to where they need to be to properly compensate our capital providers and we will continue to lead the industry in recycling and capital discipline. As previously announced, we recently streamlined our corporate management team. In addition to the publicly announced management changes, we also made significant reductions in staff at our corporate office at the end of October. These organizational changes will result in a five Managing Directors responsible for the Company’s primary operating segments to report directly to the CEO. And we are in still in a corporate culture where the function groups that remain at corporate or charter defined ways to support and enhance the productivity of the five leading Managing Directors. One of our primary goals is to reduce bureaucracy in orders to increase the speed of decision making and empower people closest to the vessel to make decisions and take ownership. To that end, since the merger in November of last year, we have also been redesigning and implementing the state of the art shore base information management system. I’m the strong believer in leveraging technology to create stabilization and scalability and to reduce what we refer to internally as [indiscernible]. This dedication to creating efficiency with technology extends across both financial information and strip base management system. These transformational changes aren’t responsible changes in the industry. Tidewater had been successful in the past focusing on utilization and a price taking philosophy that generated sufficient cash flows to keep the business running. Over the past five years, the industry has shrunk. Tidewater’s business has shrunk and the profit margins generated by a basic price taking philosophy have shrunk considerably. To respond to industry conditions today, we needed to change the business and the financial incentive to empower those closest to the vessel or push day-rates back to where they need to be to support our capital investments and to incentivize those - years to grow cash flow positive business. The process of significant cultural transformation doesn’t happen with small incremental changes. You have to break it before you could fix it. You have to take big bold steps to redefine the culture and that is what you have done. As a result, it requires key agents within the Company to wear multiple hats for a limited time, it is nothing that these individuals have done before including myself. Along those lines, it is probably appropriate to mentioned that it is not my intention to go and have a CFO, although I do like the lower G&A cost that results, the recruiting process for CFO is underway and I anticipate that we will conclude the search by early in the first quarter of 2020. Having said all this, I have some prepared remarks on how we are approaching our operations today and on current market conditions, I will go through these and then discuss the quarterly numbers before opening it up for questions. Getting to the highest return possible on the portfolio of vessels we operate today is a key a priority for Tidewater. We have always been everywhere geographically and this has been a positive attribute for Tidewater for decades. I have no problem being anywhere were paid well to be, but that is not happening in today’s market and it has been the case in some geographic markets. Vessels are real assets that have frictional cost every location and some are under long-term contracts that requires to keep them in a location where we would otherwise move them more quickly out of. So the process of reallocating the portfolio will take some time. But swapping assets with other large players, we are selling off regional as an alternative to working ourselves out of a position in a less desirable market. Each region of the world has attributes that needs to be considered. Areas such as Brazil and Australia can be luring due to the headline day-rates in those regions that often being - what those headline day-rates are often well above the world averages, but the ultimate cash return in those regions are often less than desirable. Other areas such as Southeast Asia have historically been very appealing, but the oversupply of vessels has enhanced protection and restrictions in the region and has diminished the appeal at least for now. So, much like many of our customers, we are focusing on the regions and activities that we believe will provide the best opportunities and returns on capital. We are likewise taking the disciplined approach to our decision regarding the dry-docking of vessels and service and what to do with that vessels and layer. One of the challenges facing owners in our industry Tidewater included, is the number of dry-docks required to be completed in 2019 and 2020. For example, we have 158 vessels in service during the third quarter. Vessel require major dry-dock every five years, which equates to 32 vessels per year on average. The average dry-dock cost is approaching 1.2 million, which equates to 38 million per year of room investment in the fleet on average or 9.5 million per quarter. This year, we are estimating to spend over 60 million on dry-docks not all this would be paid in 2019, but 44 million has been paid year-to-date and the 15 million was paid in the third quarter. As a reference cash rental on dry-dock for the full-year of 2018 was 26 million for a fleet of 142 active vessels. The lumpiness of the dry-dock cycle was due to the delivery dates of the vessels and 2009 and 2014 were big years for vessel delivery. Consequently 2019 is a big year for a five and ten year old vessels going to their first inspection special service. Key to us at Tidewater are doing to dry-dock in the most cost-efficient manner and only doing dry-docks if the vessel’s economic outlook justifies the investment. We have 60 vessels in layup and managing that idle fleet cost us approximately $400 per day per vessel or 8.8 million per year. I can tell you with near certainty that these vessels are not all going back to work and our intention is to whittle down those fleet and layup to the dozen or so vessels that will certainly return to service. Our intention for the vessels, we do not keep, is to sell them out of the industry or send them to do recycling yard. The cost to reactivate these vessels is approximately 19 million. So it is not just the $400 per day, but the continued escalating costs of reactivation as the vessels continue to age and deteriorate and every year the remaining economic life decreases. The false hope presented by the low-cost option of keeping vessels in way that are not economically viable tends to lure owners into keeping vessels longer than they should. Focusing on our balance sheet and all those assets that are working and tightening up the global fleet will provide us more long-term benefits than paying 8.8 million per year for vessels that are unable to work today and unlikely to ever work in the future. The other very real fact for owners to consider is that the human capital market throws in is how much quickly more quickly than the capital holders of those idle vessels. The Mariners in this industry in 2015 that were elected have moved on, others sort out higher pay on shore or another shipping sectors. Around the world today, there is a shortage of Mariners in the offshore industry. The industry reduce wages significantly during the downturn, which is one of the many levers we use to get through a downturn, but the global market for Mariners extends well beyond the oil and gas industry. Wage pressure in today offshore vessel market is a force all owners will need to deal within the future. As a result, the global fleet and layup will not result in incremental cash flows to capital providers, because Mariners wages will have to increase significantly in order to crew the incremental vessels. In 2009 to 2012 a prior expansion period in the industry, Mariner rates in some regions like the U.S., Gulf of Mexico rose 30% to attract Mariners back into the industry. And remember, you don't just adjust the wages for the one vessel you are reactivating, you are adjusting for the entire regions in Mariner group. So, it is not just that the industry is unlikely to get back to the drilling level required to deploy the vessels in layup today, it is that even if we were to do so, the return to capital providers won't be there, because it will be absorbed by increased Mariner wage trades. Similar to what has been experienced in the past, adding active vessels to the fleet holds down vessel day-rates and increases Mariner wages and perpetually pushes out the return on capital to providers. The best option for capital holders to get out of this predicament is through consolidation. There are too many management teams protecting too many vessels that have too much debt. By creating a truly scalable infrastructure, Tidewater can solve at industry. We can remove excess G&A and we can rationalize the global fleet. So my message is that, Tidewater will not be shy in taking a blowtorch to the fleet and layup and my message to owners and capital holders outside of the Tidewater is that consolidation and fleet rationalization is the best way to maximize your investment. We have no required CapEx. We have no vessels under construction. Every investment we make is our decision based on today's economics. We continue to work on optimizing our balance sheet and our focus on keeping our low net debt position, which is truly noteworthy and unique in our industry. You may have seen that we launched a upon consent solicitation to modify certain terms of our existing 350 million face value, 8% 2022 senior secured bonds. We are asking for about 16 topical modifications including using the ability to operate internationally, improving administrative efficiency and lowering the required financial coverage ratio. We have also launched a separate tender offer condition on the successful consent for 125 million of the issue for a tender premium of up to 8.5%. This is the first of several step to reset our debt capital structure so that is in a position to be strategically refinance and in addition to providing meaningful improved operational flexibility the note modifications allow for our revolve credit facility and the ability to refinance the other outstanding debts. In addition to seeking modification to the indenture, we intensify our two S-III shelf registration statements over the next few weeks, the first S-III will be to register some of the warrants that are outstanding from the restructuring in the 2018 merger. The second S-III will be a customary universal self registration statement registering various forms of debt and equity securities and providing us with the increase flexibility to our opportunistically and efficiently access the capital markets. The steps we are taking or planning to take with respect to the 2022 notes under registration statements are being done to provide the flexibility to facilitate an optimal capital structure and industry consolidation. As it pertains to industry as a whole, over the next two quarters, we are entering into the softer quarters of the year. The fourth quarter will be a step down from the third quarter and the first quarter will be step down from the fourth quarter. The best thing I could say about this is that it tells me that the world is getting back to normal slowly, but getting back to more normal offshore work patterns the reflects the preference of doing work in the warmer times of the year. We saw limited seasonality in the debts of the balance, as the operators were only doing required offshore maintenance, which is consistent throughout the year but at a lower level of activity. The North Sea and Mediterranean Sea markets performing well in the third quarter when active utilization approaching 93%. In early November, one customer charted over 10 vessels, which will help tighten up the market there through the remainder of 2019. I remain optimistic about the North Sea market as I look into 2020, we did see average day-rates declines in North Sea from the second quarter, but that was due to contract roll off I mentioned on our second quarter call. Activities in the Middle East and Asia Pacific were also continuing to improve, this is the one region where we saw average day-rates increased from the second quarter due to an increase in the deepwater vessels operating in the regions during the third quarter. I continue to see improvement in this market as we go into 2020, its not generally a high day-rate region, but our team there has been successful in getting long-term contracts for deepwater vessels and getting our customers prepay for dry-docking which is an important consideration for us and the decision for reactivate the vessels. The West Africa region has significant dry-dock activity during the third quarter as well as the second quarter which has the kept profitability down in that region for the past six months. We anticipate operating margins returning to what we would expect for the region in the low 40s during the fourth quarter, activity increases in the region during the first half of 2019 were significant, but we anticipate a low in activity increases until the second quarter of 2020 when new drilling programs are set to commence. The Americas region was another region that has significant dry-dock activity in the second quarter and third quarters, nonetheless active utilization stayed in the mid-80s, which is very good based on the number of dry-docks in that region over the past six months. Activity in the Southern Caribbean a subset of the Americas region is expected to be improved significantly in the fourth quarter even though we typically see a slight downturn in the fourth quarter due to regional seasonality. So with all those backdrop, let me walk through the third quarter and talk about how I see the business over the next few quarters. Revenue for the quarter was 120 million down six million from the second quarter, two big factors further decrease, we have those very lucrative five year contracts that will cut in 2014 that rolled off in the second quarter and we had five fewer vessels operating during the quarter. The fewer vessels operating during the quarter, reflects the fact that market conditions for over tonnage is still weak. As our older tonnage rolls off contracts, they are going into layup. We are simultaneously reactivating higher specification vessels with beginnings to offset the decline, but the market conditions today are only good enough to reactivate a select group of vessels in layup. As it pertains to the fourth quarter, we see a similar number of net vessels going into layup. As I look into the first half of 2020, I see tightening in the West Africa and Middle East markets that will allow several of the vessels that go on into layup in the second half of 2019 to be reactivated. We are also pushing day-rates particularly on the larger vessels, and my expectation is that the day-rate trend will begin to increase again as we go through the first half of 2020. Vessel operating cost of $81 million was essentially flat in the third quarter, although the number of vessels dropped by five vessels or approximately 3%. This is due to the simultaneous mobilization and layup vessels. Vessels just coming out of reactivation and vessels going into the layup of higher than average per day cost. Our expectation is that, we will see OpEx per active day level off over the next two quarters. As I mentioned above, included in the 81 million is approximately 2.2 million or 8.8 million per year of cost related to managing the fleet and layup. So, as a result, gross margin for the quarter at the vessel level was 39 million or 32%. General and administrative expense was 30 million in the third quarter, but reflects a number of big ticket items that are nonrecurring. It includes $6.3 million of severance related costs due to the staffing changes we affected before the end of the quarter, including the wages and benefits of those individuals for the fourth quarter. It also include 650,000 of professional service fees related to the implementation of the SAP system. We did another substantial reduction force at the corporate office in October. So, those wages and salaries are also in the third quarter numbers and a portion of them are along with our severance will be in the fourth quarter numbers as well. We set our year-end annual run rate objective at $87 million or $21.8 million per quarter and the changes enacted in the second half of 2019 make me extremely comfortable that this objective will be met. Tidewater's goal is to lead the offshore industry out of the current oversupply situation and reshape the sector, so that an acceptable return on capital becomes the norm. Our vision for Tidewater is to be the Company with the highest return on capital in offshore vessel industry. We have the industry's leading global footprint and our new information systems give us a truly scalable infrastructure platform. Our financial strength, global scale and low-cost infrastructure positions us to consolidate the industry and incrementally grow our consolidated return on capital. Tidewater has the industry's strongest balance sheet. We are dedicated to keeping it. Doing so requires us to develop a business that is free cash flow positive and requires that any potential consolidation be done principally on a stock-for-stock basis and that these stocks are appropriately relatively valued. We closed the quarter with 364 million in cash. We have 430 million of debt, the bulk of which matures three years from now in August 2022, but we are easily able to service the debt and can readily refinance the debt given our cash on hand. As a result of our gross cash and debt position, we have been incurring a negative carry of over 6% per year on the balance. For this reason, and the other reasons indicated earlier, we launched the consent intender. Importantly, our path to acceptable for free cash flow generation is predicated our recovery in the drilling market, it is based on designing our shore-based infrastructure to be efficient and fully scalable. It is based on focusing our vessels in the fewest regions possible while driving the highest margin on those vessels. It is about tightly managing the required investment in those vessels. It is about rationalizing the fleet and layup. And last, but certainly not least it is about keeping the net debt lower and keeping working investment at a minimum. We are transforming Tidewater to be the highest return on capital offshore vessel Company in the world. That transformation requires substantial changes to the organizational structure, which are largely complete, it requires a cultural transformation to reduce bureaucracy, improve decisiveness and enhance accountability which is underway and enabled by the new organizational structure and our new information system. It requires the optimization of the investment in physical location of the assets, which will occur overtime and which is in process and it requires to right capital structure which we are addressing through the indenture modifications and the S-III registrations statements. And all of this can be significantly enhanced through sensible consolidation of the industry. And with that Sheryl, would you please open the call up for questions.