Jon Baksht
Analyst · Evercore ISI. Please go ahead
Thanks, Carey, and good morning everyone. Today, I'm going to cover fourth quarter 2018 financial results, our outlook for first quarter 2019, full-year 2019 CapEx guidance, summary of our financial position and finally, I will provide an update on our planned merger with Rowan. Our fourth quarter 2018 financial results were in line with the outlook from our prior conference call with adjusted EBITDA of $45 million for this quarter. On a sequential quarter basis, total fourth quarter revenue was $399 million versus $431 million in the prior quarter. In the Floater segment, revenue declined to $228 million from $242 million in the third quarter, primarily due to idle periods for ENSCO 8503, ENSCO 8505 and ENSCO DS-12 between completing contracts and commencing new works. As a consequence, marketed utilization decreased by six percentage points to 64%. Operational utilization for the Floater segment, which adjusts for uncontracted days and planned downtime, was 97% and consistent with the prior quarter. In the Jackup segment, revenue declined to $156 million from $173 million in the prior quarter. This is due in part to a seven percentage point decline in marketed utilization, which was driven by idle time for ENSCO 72, ENSCO 100 and ENSCO 115, after completing contracts during the fourth quarter and an increase in shipyard days, due to a planned inspection for ENSCO 54. These declines were partially offset by ENSCO 141 and ENSCO 108, which commenced new three-year contracts in the Middle East in the third and fourth quarters, respectively. Operational utilization for the jackup fleet during the fourth quarter was 97%, compared with 98% in the third quarter. Moving now to costs. Excluding transaction costs, contract drilling expense declined sequentially by $3 million to $322 million. This is $2 million higher than our prior conference call guidance, due to slightly higher repair and maintenance costs during the quarter. In fourth quarter 2018, we recognized a non-cash asset impairment charge of $40 million related to one of our older jackup rigs. Fourth quarter depreciation expense increased to $122 million, primarily due to the addition of ENSCO DS-9 and ENSCO 141, to the active fleet. Excluding transaction costs and other significant non-recurring items, general and administration expense declined to $23 million from $24 million in the prior quarter. During the fourth quarter, we incurred $4 million of transaction costs, related to our planned merger with Rowan, and received $3 million from the recovery of certain costs related to an ongoing legal matter. These items are excluded from adjusted EBITDA and the adjusted loss per share presented in the earnings press release. Other expense was $5 million, compared to $9 million in the prior quarter. The sequential comparison was impacted by a $7 million loss related to a bargain purchase gain adjustment from the Atwood acquisition in the third quarter. From fourth quarter 2018 onwards, there will be no further bargain purchase adjustments related to the Atwood transaction. Finally, tax expense was $23 million, consistent with the prior quarter. Adjusted EBITDA for fourth quarter 2018 was $45 million compared to an adjusted EBITDA in the third quarter 2018 of $74 million. A reconciliation of net loss to adjusted EBITDA is presented in our earnings press release. Before I discuss our outlook, I’d like to note that these are expectations for ENSCO on a stand-alone basis and do not include the impact of our pending combination with Rowan. Moving to our outlook, we expect revenue will be approximately $405 million in first quarter of 2019 with the sequential quarter increase, primarily due to new contract start-ups and fewer shipyard days. This is expected to result in high utilization for both our Floater and Jackup fleets, which will be partially offset by a lower fleet wide average day rate. We anticipate that first quarter contract drilling expense will increase to approximately $350 million, primarily due to a full quarter of operations for ENSCO DS-9 and contract preparation costs for rigs that will commence new work in the near future. As mentioned on our prior conference call, this dynamic is expected to be transitory and will be – it will have a negative impact on EBITDA during the first quarter as cost to prepare rigs for future contracts will occur ahead of associated revenues. However, we expect that revenue will increase by approximately 10% in the second quarter and the majority of this increased revenue is expected to flow through to the bottom line and lead to a meaningful improvement in EBITDA on a sequential quarter basis. For purposes of reconciling EBITDA to our income statement, amortization is expected to provide a $14 million net benefit during the first quarter, as $22 million of amortized revenues is partially offset by $8 million of amortized expenses. We expect depreciation expense will increase to approximately $125 million, due to ENSCO DS-9, which joined the active fleet late in the fourth quarter, partially offset by lower depreciation expense related to the previously mentioned impairment charge. G&A expense, excluding transaction costs, is expected to be approximately $24 million. Finally, we anticipate that first quarter tax provision will be approximately $29 million. Moving to our capital expenditure outlook. Full-year 2019 capital expenditures for stand-alone Ensco will be influenced by three items. First, we anticipate $70 million of cost for minor rig enhancements and upgrades. Second, we expect an additional $60 million of CapEx, primarily for the new build and recently delivered Jackups. Most of these costs are related to the start-up and mobilization of ENSCO 123, including cost to complete the commissioning of Continuous Tripping Technology, on the rig prior to commencing its maiden contract. Finally, we are contractually scheduled to take delivery of ENSCO DS-13 in the third quarter, which would result in a final milestone payment to the shipyard of approximately $85 million, excluding accrued interest. However, we have the option to finance the milestone payment and accrued interest through a promissory note with the shipyard for the rig. The promissory note will bear interest at 5% per year with maturity at year-end 2022. If we were to opt to use the shipyard financing, we would not expect to incur capital expenditures for the rig in 2019. With respect to 2019 CapEx, we will continue to prudently deploy capital with the focus on managing our cash outlays in light of market conditions. Turning now to the summary of our financial position. We have just $236 million of debt maturing before 2024. At year-end 2018, liquidity totaled $2.6 billion, including approximately $600 million of cash and short-term investments, and a fully available $2 billion revolving credit facility. Under our credit facility, we have borrowing capacity of $2 billion through September 2019, $1.3 billion from October 19 through September 2020 and $1.2 billion from October 2020 through September 2022. Importantly, the revolver has no covenants based on operating cash flows and we maintain the flexibility to raise an additional capital through asset sales and a secured debt basket of $750 million. Finally, I’ll provide an update on our planned merger with Rowan. As Carl mentioned earlier, we are pleased that both Ensco and Rowan shareholders have approved the transaction as we believe that this combination will create an industry-leading offshore driller. And both companies’ shareholders stand to benefit from the enhanced capabilities of the combined company. Following months of integration planning, we now expect to realize annual expense synergies of approximately $165 million, which represents a 10% increase from the figure we provided when we announced the transaction in October 2018. In total, these synergies are expected to result in approximately $1.1 billion of capitalized value, creating significant value for shareholders. More than 75% of these synergies are expected to be captured within one year of closing, which will make the combination accretive to cash flow per share in 2020, assuming that transaction closes in the first half of 2019. We would then expect to reach full run rate synergies of $165 million from the transaction by year-end 2020. These annual expense savings are expected to be realized primarily from corporate and regional overlaps, supply chain efficiencies, as well as the standardization of systems, policies and procedures across the combined organization. We estimate that approximately 50% of the targeted synergies will be recognized in contract drilling expense with the other half in G&A expense. We feel very confident that we can achieve these synergies based on our experience and as evidenced recently by our synergy achievement with the Atwood acquisition. And we will provide updates on synergy realization on quarterly earnings calls upon closing. As of our most recent company filings, the combined company would have pro forma contracted revenue backlog of approximately $2.8 billion, excluding the revenue backlog from our owned ARO joint venture. At year-end 2018, the combined company had $1.6 billion of cash and short-term investments on a pro forma basis. Further, we expect that increased geographic and customer diversification will result in greater access to the capital markets than either company would have on a stand-alone basis, which will improve our competitiveness going forward. In closing, offshore industry fundamentals continue to improve. New contracts and open tenders for offshore rigs have increased despite recent oil price volatility, demonstrating customers’ willingness to focus on long-term fundamentals when evaluating new offshore projects. We expect that customers will continue to prefer the high specification assets that deliver efficiencies for their offshore programs and these assets will experience higher levels of utilization and improved pricing ahead of the broader fleet. As our fleet contains many of the industries’ high specification assets and will be enhanced even further by our merger with Rowan, we believe we are well positioned to capitalize on opportunities as the industry recovers. Now, I will turn the call back over to Nick.