Ted Owen
Analyst · Stephens
Thanks, Greg. There are several things I want to cover today. First, why did we do a convertible debt offering? Secondly, why were our Q2 results so disappointing? Third, what are we doing about it? And fourth, what’s the near-term and long-term outlook for the business? First, let me address the convertible debt offering. As is well-known, we took on a lot of senior bank debt when we acquired Qualspec and Furmanite. Due to our declining EBITDA during the market softness of the past 18 months, our senior debt-to-EBITDA ratios have been increasing, which required us to amend our credit agreement several times to raise the maximum leverage ratio permitted under the credit agreement. During that time, we’ve evaluated several debt and equity offering alternatives to solve that problem, but the disappointing Q2 results required us to reject other alternatives in favor of the convertible debt offering. Why? Because it offered a much lower coupon than other debt alternatives and provided a great deal of financial flexibility to ultimately settle the debt in cash, stock, or a combination thereof. The immediate benefit to Team is that we’ve reduced our senior bank debt by more than 50% and eliminated total debt maximum leverage covenants through March of 2018, allowing us time to benefit from the expected market recovery and to realize the cost reduction initiatives that we’ve implemented. The immediate financial pressures on our balance sheet are over and we don’t expect covenants to be an issue prospectively. Now let me talk about the quarter at a high level. As Greg reported, total revenues in the quarter were down 7% from Q1 of ‘16, with TeamFurmanite revenues being down 17%; Quest Integrity’s revenues being up 9%; and TeamQualspec revenues being relatively flat year-over-year. It would be easy to attribute our shortfall in the quarter to TeamFurmanite as that 17% decline in revenues resulted in a 61% decline in adjusted EBIT. However, our margins also contracted 37% in our TeamQualspec business unit on flat revenues, reflecting the margin pressure on the business in this tough market environment. Quest Integrity continued to be a bright spot throughout the second quarter, reporting an operating margin of 18%. In fact, on a year-to-date basis, Quest Integrity has generated an adjusted EBIT margin of nearly 19% on revenues that are up roughly 30% over last year. So while revenue declines and mechanical services contributed significantly to our underperformance in the quarter, margin pressures and cost creep were also material contributing factors to our disappointing bottom-line results. So what are we doing about it? The disappointing earnings and continuing lag in our business activities prompted us to undertake a $30 million -- in cost reductions in order to rightsize our business in line with current market conditions. Sadly, we were forced to say goodbye to many of our colleagues over the past couple of weeks as a part of that cost reduction initiative. On a personal note, I’d like to express my sincere appreciation to each of the employees impacted by this decision for their dedicated service to Team. So why $30 million? It represents about 4% to 5% of our total fixed cash costs, or slightly more than 10% of cash basis-adjusted SG&A. It’s the amount that on a pro forma basis would have made us profitable in the second quarter, even at reduced revenue rates. And it’s also an amount that we believe and most importantly that we can safely reduce without compromising our ability to serve our customers in an outstanding way or our commitment to invest in key innovation and performance improvement opportunities. So why not sooner? The fact is that as May results became apparent, it was clear that our total SG&A costs on an adjusted basis would exceed the SG&A target we guided to, about $80 million a quarter. In fact, our adjusted costs actually came in about $84 million in the second quarter. So with the continued softness of our mechanical service businesses throughout the spring, and the contraction in TeamQualspec margins coupled with our higher-than-expected overhead run rate, we took the announced actions as soon as feasible. Now let’s turn to the near and long-term business outlook. We started 2017 with an expectation that the difficult business environment of 2016 would be behind us. By now, we expected to be pivoting from the soft market of 2016, turning the corner into a more promising 2017. Unfortunately, 2017 hasn’t worked out that way. While we’re still seeing softness in our served markets though, we are continuing to see year-over-year growth in our inspection-related businesses. In fact, based on where we stand today, I believe that Quest Integrity is likely to have one of its best years in its history, driven in large part by an inspection and condition assessment activity. And TeamQualspec is now showing modest year-over-year growth. That’s a good thing, and I believe a good barometer for broader market condition improvements, which will ultimately be reflected in higher customer demand for our mechanical services offerings. Unfortunately, we just haven’t seen that year-over-year improvement in our mechanical service business yet. And why is that? Because demand for mechanical services in the U.S. generally continues to be weak, characterized by deferrals and/or smaller projects when planned. That’s a pattern that we and others in our industry believe is unsustainable, particularly when you think about the continued maintenance pressure on infrastructure, given the high utilization and refinery throughput rates. You all have access to lots of industry data, but let me just share a couple of data points to put this in perspective. Planned turnaround activity in the U.S. is running about 40% of the past eight year average for planned turnaround spend, and the 2018 backlog for planned turnaround activity now stands at about a 10 year high. And let me provide some additional perspective on what’s happening in our space from the services supply side. We’re not alone. Several public companies in mechanical service adjacencies have reported similar year-over-year revenue declines. So while inspection activities are beginning to improve, the pent-up demand for repair services has not yet materialized. But we’re not waiting for the markets to help us, though. We’re taking the necessary steps to improve our financial results, irrespective of market conditions. With the cost reduction steps we’re taking and the $230 million of new capital, I believe that Team is well-positioned to respond to anticipated market pressures and opportunities over both the near and long term. Our capabilities and ability to serve our customers in an outstanding way have not and will not be compromised. This is a great company. We’re a strong organization that survived and thrived in challenging times, including steep and extended energy sector down cycles. We’ve done it before and we’ll do it again. We will demonstrate our resilience and resolve to our customers, our colleagues and our shareholders as we work to improve our performance. Our vision for Team is unchanged. This year, we will be completing three major initiatives: the integrations of the acquired Qualspec and Furmanite businesses; and the North American implementation of our new ERP system. As I’ve indicated, all of those initiatives have been hard, but we knew that they would be hard. It’s hard but it’s worth it. We are unifying very proud organizations, standardizing on composite best practices and beginning to now more fully leverage our deepened industry domain experience, more integrated service capability and broader geographic footprint. The integration end is in sight and we look forward to realizing our goal of being the premier industrial service company in our space, an equally balanced portfolio of inspection and engineering assessment services on the one hand, and specialty mechanical services on the other hand. And not just a balanced portfolio but the market leader in all that we do. Our end markets will improve. And no one is better positioned to take advantage of improving markets than we are, based on the safety, quality and size of our technicians and equipment pools and of our supporting infrastructure. No one is more disappointed in our results and our stock price performance than I am. But I also know that we will return to Team-like performance soon, and when we do, the stock price will take care of itself. With that, let me open it up for questions.