Tidewater Inc

NYSE:TDW

Earnings Call Transcript 2021-Q3

[Operator]

Good morning, and welcome to the Tidewater Reports Results for the 3 Months Ending September 30, 2021. My name is Brandon and I'll be your operator for today. At this time all participants are in a listen-only model. [Operator Instructions]. Please note, this conference is being recorded.

I will now turn the call over to West Gotcher, Vice President of Finance and Investor Relations. You may begin, sir.

[West Gotcher, Vice President of Finance, Investor Relations]

Thank you, Brandon. Good morning everyone and welcome to Tidewater's earnings conference call for the three months ended September 30, 2021. I'm joined on this call this morning by our President and CEO, Quintin Kneen; our Chief Financial Officer, Sam Rubio; our General Counsel and Corporate Secretary, Daniel Hudson; and our Vice President of Sales and Marketing, Piers Middleton.

During today's call we'll make certain statements that are forward-looking and referring to our plans and expectations. There are risks and uncertainties and other factors that may cause the company's actual performance to be materially different from that stated or implied by any comment that we make during today's conference call.

Please refer to our most recent Form 10-Q for additional details on these factors. This document is available on our website at www.tdw.com or through the SEC at sec.gov. Information presented on this call speaks only as of today, November 10, 2021, therefore, you're advised that any time-sensitive information may no longer be accurate at the time of any replay.

Also during the call we'll present both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in yesterday's press release.

And now with that, I'll turn the call over to Quintin.

[Quintin Kneen, President, Chief Executive Officer]

Thank you, West. Good morning everyone and welcome to the third quarter 2021 Tidewater earnings conference call. Joining me in presenting our prepared remarks as usual are Piers Middleton and Sam Rubio. I will open the call with some general commentary on the quarter. Piers will cover the markets and the various geographies in which we operate and then Sam will wrap up the prepared remarks with an overview of the income statement, OpEx, G&A and the balance sheet. And then of course, I will open it up for questions.

Our call this quarter comes at an exciting and important time for Tidewater. As noted in our recent press releases, we recently successfully priced a new $175 million senior secured note in the Norwegian Bond market, and the refinancing transaction is scheduled to close in less than a week. These new notes will mature in November of 2026. The proceeds from the note issue will be used to repay all of the existing indebtedness on our balance sheet, which includes the old notes on the legacy Norwegian ship financing, the refinancing that is set up to be cash neutral, so upon closing next week we expect to continue to have approximately $150 million of cash-on-hand.

In addition to our new notes, we anticipate closing on a new $25 million revolving credit facility and establishing a $30 million At the Market or ATM equity issuance facility, shortly after the closing of the refinancing transaction. We don't anticipate the need to utilize our revolving credit facility or the ATM in the near term given our significant cash position, but both will be available to provide additional cash as needed.

Upon closing the refinancing transaction, the revolving credit facility and the ATM facility, Tidewater’s capital structure and liquidity profile will be materially strengthened and these new facilities evidence our commitment to maintaining the strongest balance sheet in the industry.

Our new capital structure and liquidity position also enhances our ability to lean into acquisition opportunities. Our commitment to a strong balance sheet will remain, but we are increasingly seeing organic and inorganic opportunities to sensibly grow the business.

We expect to increase the pace of vessel reactivations to response to strengthening demand and reiterate our view that all stacked vessel should be reactivated by the end of 2022, and that we will have sold all of our vessels classified as available for sale by that time. We should be in a position by the start of 2023 where all the vessels we have will be working.

As we proceed through this period of reactivating vessels and improving market fundamentals, I want to bring back into our quarterly discussions how the pattern of cash flows we generally experience change in each phase of the market cycle. Over the past several years we have been in the mode of maximizing cash flows by tightly managing labor rates, suppliers, and the timing of capital investments. In this phase of the cycle the ability to do this is at its strongest and I've been very pleased with what the team has been able to accomplish to continue to generate free cash flow each quarter.

As activity increases, we continue to be focused on maximizing cash flow, but the pattern will reflect an initial period of increased spending due to the cost of reactivating vessels, discrete capital investment catch up and then a base level of cost increases due to mariner and supplier price increases and so the focus moves at this point in the cycle to revenue growth and margin improvement, and that's where we’re at today.

In our industry and in the shipping industry broadly, utilization increases come before day-rate increases and with the utilization increases comes a period of reactivation costs, some deferred maintenance and labor cost increases. I mention this, because we're entering this period now.

Now, don't get me wrong, we are going to get day rate increases during this ramp up period too, but they are being offset to some degree by these ramp-up costs that is from a quarterly cash flow perspective. Once we're through the ramp up periods, you continue to get day rate increases and enjoy the maximum benefit of this industries operating leverage.

Consolidation remains something we're focused on and there are selection of candidates that fit our strategic objectives. Our philosophy generally supports using equity and all equity relative value combinations. But in most instances we've seen some component of cash that are required to get the deal done. We will remain disciplined on the types of deals we look at and on the growth of leverage a deal brings to Tidewater, but we do believe consolidation continues to make sense for Tidewater.

We are not going to make a dent in the fragmentation of this global industry and frankly that's not our goal, but leveraging our economies of scale and positioning ourselves in a variety of comparatively advantaged positions within a particular geography or vessel class is eminently achievable.

Additionally, as we continue to evaluate alternative avenues to increasing our market share in the rapidly evolving offshore renewables business, Tidewater is committed to ESG principles and we believe that our core competencies as a vessel owner operator extend nicely into the offshore renewables business. Similar to the investments we make in our legacy hydrocarbon business, we are focused on cash flow and each opportunity we evaluate in the offshore renewables business will need to justify itself on underlying economics and returns available to our shareholders.

Our improved capital structure and liquidity profile from the closing of the transactions I just mentioned provides us with the flexibility to pursue larger scale offshore renewables opportunities as value accretive opportunities, and that arena present themselves.

Moving into our results for the most recent period. The third quarter is on a seasonal basis generally the strongest quarter in any given year. This year's third quarter follow that pattern, revenue utilization growth were all up sequentially and are the highest we’ve seen this year. We are encouraged by continued improvement and are particular encouraged by what we are seeing from a vessel supply and demand perspective as we begin to look into 2022.

Day-rates were down modestly, sequentially driven by geographic mix. Utilization increased nearly 10 percentage points sequentially in our West Africa region, which is our lowest day-rate region and with that large uptick in utilization, the mix of day-rates caused our composite day-date to slide about $150 to around 10,300 a day. Although the composite day-rate was modestly down to the West Africa mix, operating margins in the region expanded by nearly 700 basis points in the third quarter, and we are encouraged with the progress in this market as this region as you will recall was hit especially hard during the pandemic.

Further evidence of the strengthening of the West Africa region is a new five year contract for 17 vessels that we signed during the third quarter with our super major NOC customer. A component of this contract contemplates the new building of two tugboats. Total capital costs for these two new vessels is $12 million. We priced the contracts for these vessels such that the full value of the vessels and our 14% return on capital requirements will be paid over the course of the five year contract. This is the type of compelling investment opportunity we are targeting in this environment and investment fully paid for under our contract with many years of incremental earnings power remaining upon completion of the contract.

We generated $4 million of free cash flow during the quarter. Free cash flow over the trailing 12 months was $58 million down from the $84 million as of last quarter. The decline represents $14 milling less in asset sale proceeds and we spent about $11 million on drydock expense during the third quarter. About $4 million of this drydock spend was attributable to vessel reactivations.

Quarterly revenue was just north of $92 million, operating costs were slightly higher than we were anticipating, largely due to vessels reactivated during the quarter and continued direct costs related to the pandemic, and as a result margins were 1% below our target for the third quarter. Although margins did expand by about 1% from the second quarter up to 29%, my expectation is that the fourth quarter will come in just above 30%, but that does anticipate a modest reduction in direct pandemic costs, which have proven to be difficult to reduce.

As our perception as to the slope of the recovery in our individual geography evolves, we will continue to move vessels in and out of the assets held for sale category. During the third quarter we sold one asset held for sale, added two to this category and moved one back to the active fleet, leaving our vessels held for sale unchanged from the vessels in second quarter.

Vessels and layup cost us $2.7 million in the third quarter, which was down $1.1 million from the second quarter cost, and which is now an annualized run rate of $10.8 million. We are moving this cost by gainfully employing or disposing of these assets will add that $10.8 million to cash flow in addition to the operating profit from those vessels that go back to work.

Our G&A costs increased by about $1.3 million sequentially. Our annualized G&A expense for the third quarter was $72 million compared to an annualized $67 million in the prior quarter, but generally it was in line with our expectations. We had a bit more professional fees in the quarter than we were budgeting.

One of the big cost focuses for 2021 is minimizing the cost of vessels and layup. As I mentioned last quarter, we reduced the annualized run rate of vessels and layup by 31% during the second quarter from $21.5 million down to $14.8 million and now we have it down to $10.8 million. So we cut the run rate by 50% so far during the year. It's a combination of reactivating vessels, disposing of vessels and reducing the cost per day, the vessels and layup. The cost per day of vessels and layup is down 19% from the second quarter, and the reduction in the number of vessels in the laid up fleet makes up the remainder to get to the overall reduction of 27%.

We now anticipate drydocks for 2021 to be approximately $28 million or about $4 million higher than we anticipated last quarter as we are planning to reactivate more vessels than we thought last quarter due for continued improvement in the market. Third quarter drydock costs came in at $11 million below our anticipated spend of $12.7 million.

As we noted on last quarter's call, we expected the third quarter to be the heaviest drydock quarter this year as we had some of the second quarter spend move into the third quarter, and then on top of that we spent some additional capital on reactivations and as these things happen some of the anticipated $12.7 million slipped into the fourth quarter. As it works out, we are now expecting to spend the same amount of $11 million on drydocks in the fourth quarter as we did in the third quarter.

I’d now like to take a little bit about what we're currently seeing in the market, and what that means for next year. We are now at the highest utilization levels we've seen since the onset of the pandemic. In general in order for day rate prices to increase to be achievable, utilization must reach the point where vessel availability becomes constrained.

During the third quarter that tightness became apparent in certain geographic regions and certain vessel classes. As a result there are now pockets of tight supplies that are provided for material price increases, some in excess of 50%. We are not yet seeing vessels supply constraints and associated pricing increases in every vessel class and in every geography, but we do view it as a bullish indicator for our business given the cadence of tendering activity for projects into 2022.

Looking across the various regions in which we operate, we’ve seen pockets of strength in West Africa, the Middle East and the Americas regions. Demand is being driven both, by return to work that was delayed during the pandemic and by new projects scheduled for 2022.

As I alluded to earlier in the call, the full P&L impact of incremental vessels returning to work takes a quarter or two to come through, and therefore we anticipate free cash flows to remain positive, but its growth being moderated in the near term as we invest some of the cash in our fleet to take advantage of a strengthening market and no doubt to fund a bit of working capital as a business grows.

This decision to reactivate the vessel is predicated on the ability to simultaneously push up day-rates and catch market share in the strength of the market, and that's what we are seeing today.

That's a quick overview of the quarter and on our outlook. I will now hand the call over to Piers for an update on the vessel market and various geographies in which we operate.

[Piers Middleton, Vice President of Sales and Marketing]

Thank you, Quintin, and good morning everyone. Before Sam goes through our numbers in greater detail, I want to talk through some of the themes that emerged during 2021 and that we expect to drive the market going forward into 2022 across all of our regions.

The outlook for the sector continues to brighten and while we still see some COVID-19 related pressures, we are on the whole seeing improved vessel demand across all of our regions, which is helping us to move past the lows of 2020 and resume the progress we saw during the 2018 to 2019 period.

Stronger sentiment also appears to be driving an uptick in EMP spending for the year, with a full year CapEx of $81 billion expected to be sanctioned globally for 2021, which equates to a 3% rise about the 2014 to 2020 average CapEx send. While it’s only a small percentage increase, still a positive sign for the future.

This improved sentiment has been reflected by steady increase in vessel tendering activities throughout 2021 across all regions and whilst vessel requirements tend to follow the industry norms we are used to, we're also seeing more and more of our customers, both in IOCs and NOCs focusing their tender requirements around sustainability and emissions matrices from their supplies. We believe that for a company like Tidewater with our strong balance sheet, this creates an opportunity for us to continue investing in the latest technologies to upgrade our fleet to meet our customers’ current and future demand on emissions and sustainability.

We view this as a particularly advantageous position, as many of our competitors are unable to make these investments due to their continuing financial constraints. Our continued investment in our fleet not only puts us in a great position to be a first choice supply to our customers, but also continues our commitment towards reaching climate neutrality.

Aside from driving day-rates and utilization up in 2022, our focus will also be on how we can continue to differentiate ourselves from our competitors. As we mentioned in our last call, the primary factor for the industry to achieve a long term sustainable recovery is discipline, not just in Tidewater, but also from all the stakeholders in our industry. The industry is at an inflection point that will require discipline from a vessel reactivation, commercial and operational perspective to support an economically viable market environment.

In general, we have seen rate discipline for most of our larger competitors during the last quarter. However, there are still a significant number of small owners out in the market to remain in survival mode, and it is imperative that we differentiate ourselves from these companies by maintaining our ships probably, paying our crews fairly, training our crews, maintaining a strong balance sheet and investing in technology to track our emissions and reduce our carbon footprint. In turn we expect our customers to support first choice suppliers like Tidewater who invest in their people and their fleets.

Looking at the regions various performances quickly over the past quarter, I would like to make special mention of West Africa, which is very hard hit by the pandemic over the last 12 to 18 months. We have really started to see the region bounced back in Q3 with significant improvements. Compared to Q2 2021, active utilization is up 10% and revenue is up $3.3 million, all driven by having more vessels reactivated and back in the water, positive signs that bode well for the future of the region.

Lastly before I hand over to Sam, I want to make clear the whilst we are seeing an increase in tendering activity as mentioned previously, especially for our large PSV fleet with our strong balance sheet, we do not feel we have to aggressively chase every long term charter opportunity. Rather our focus as we continue to put vessels back into the market from our stacked fleet will be to fix the shorter periods of higher rates to help increase day-rates globally. As we do believe in this market recovery and as the tide rises, it is important to keep a certain level of optionality in our feel mix as the market improves to 2022 and beyond.

I’ll now hand over to Sam to talk to the balance sheet and regions in greater detail.

[Samuel Rubio]

Thank you, Piers, and good morning everyone. I would now like to take you through our financial results and discuss some key points that make up these results.

My discussion will focus primarily on the quarter-to-quarter results of the third quarter 2021 compared to second quarter of 2021. As noted in our press release filed yesterday, we reported a net loss for the quarter of $26.3 million or $0.64 per share.

From an operational perspective, we showed signs of improvement. Our revenue for the third quarter of 2021 was $92.4 million. This is $2.4 million or approximately 3% more than the second quarter of 2021. The increase in revenue was driven by a nice increase in active utilization of 82% compared to 78% from the previous quarter. Our average active vessel count for the quarter increased by 1 to 119 from the second quarter and we had one extra day of operation in the current quarter. We did see our average day rate decrease slightly from Q2 to 10,228 per day.

Gross margin for Q3 was 29%, which was slightly higher than Q2. Vessel operating costs for the quarter was $65 million, an increase of $1 million from Q2. The increase in overall costs is due to operating one more active vessel, continued ongoing pandemic cost. We had one extra operating day in the quarter and we also reactivated three vessels.

In the third quarter of 2021 we recorded a $2.2 million impairment charge. The charge is made up of $1.9 million related to obsolete spare parts resulting from our physical inventory observations and $300,000 net charge related to the addition and transfer of the vessel into and out of our asset held for sale category.

In the quarter we sold six vessels and other assets for net proceeds of $4.4 million and recorded a net loss of $74,000 on these sales. For the year we have sold 19 vessels and other assets for net proceeds of $34 million and recorded a net loss of $3 million on the sale of these assets. Our operating loss of $21.6 million for the quarter increased by $1.4 million from Q2, due mainly to the increase in impairment expense and higher G&A costs offset by the increase in revenue.

G&A costs for the quarter was $18 million, an increase of $1.3 million from Q2 due to higher professional fees, travel costs and franchise taxes. G&A costs continues to be a primary focus. Our annualized G&A expense for the third quarter was $72 million, however certain charges for the quarter were one-time charges. Taking that into effect, our annualized run rate is still in line with what we have reported in the past. On our prior call we targeted 2021 G&A cost to be $68 million, which is still our target.

In the quarter we incurred $11 million of deferred drydock cost compared to $4 million in Q2. Q3 was a heavy drydock quarter with 285 drydock days. Some of the dry docks we had scheduled in the first half of the year are now materializing and as we continue to reactivate vessels we see Q4 to be another heavy quarter. We anticipate Q4 costs to be $11 million and full year 2021 costs to be approximately $28 million. The full year estimate has increased by $4 million from our previous estimate, due mainly to the continued accelerated reactivations of vessels in our West Africa, Europe, The Mediterranean and Americas regions.

In the quarter we also incurred about $700,000 capital expenditures. We anticipate the full year 2021 spend to be $6 million.

Free cash flow was positive once again this quarter as we achieved $4.1 million free cash flow, continuing a positive trend of achievement. The free cash flow even though positive was lower than prior quarters, due primarily to the high drydock activity and the lower proceeds from asset sales. Free cash flow for the last 12 months was $58 million, which is a remarkable achievement considering the year we just went through. We expect to continue to generate positive free cash flow in the future, however reactivation costs were impacted over the upcoming year.

On previous calls we talked about collection challenges related to a good customer of ours in Mexico. Our balance of 10x was $16 million at the end of September, which increased $1 million from the end of Q2. The outstanding balance is still a bit higher than what we would like to see from any of our customers, however our dialogue with them remains open. We remain very proactive in addressing the issue and we anticipate a more normalized balance by the end of the year.

In Q4 of 2019 we began reclassifying vessels on our balance sheet from property and equipment to assets held for sale, and at that time we reclassified 46 vessels. In 2020 we added another 30 vessels and we sold 53, leaving a balance of 23 at the end of ‘20. During the first quarter of 2021 we sold three vessels in the second quarter of 2021 and we sold five vessels and reactivated and transferred one back into our active fleet. And in Q3 we added two vessels to the assets held for sale category. We sold one vessel and reactivated and transferred one vessel back to the active fleet, leaving us with 14 vessels, which was the balance at the end of Q2. The book value for these vessels is $18 million.

On October 8, 2021 we announced the contemplated offering of $175 million, five year senior secured bonds in the Nordic bond market. On October 15, 2021 we were very pleased to announce the completion of the pricing and terms of this offering. We anticipate the funding of the Nordic bond offering will occur next week subject to customary closing conditions. The bonds will mature in November 2026 and has a coupon rate of NOK 8.5. The net proceeds from the Nordic bond offering will be used to repay the existing senior secured notes and the trench offshore borrowing in full, including contractual make whole premiums, and any remaining part thereof will be used for general corporate purposes.

Shortly thereafter we also anticipate closing a $25 million revolver in establishment of a $30 million at the market equity issuance facility. We set up the refinancing to be cash flow neutral, so we will continue to have approximately $150 million of cash on hand.

During the third quarter of 2021 we did reclassify on our balance sheet our senior secured notes from non-current to current as the notes mature in August 2022. This is a temporary accounting reclass since the funding of our new senior secured notes did not occur prior to us following our quarterly report on Form 10-Q.

I would now like to focus on the performance in the regions. Our Americas region reported an operating loss of $1.8 million for the quarter, compared to an operating loss of $4.9 million in Q2 2021. The area reported revenue of $24.6 million in Q3 compared to $23.5 million in Q2. The area operated 25 vessels in the quarter, which was unchanged from Q2.

Active utilization for the quarter was 80% compared to 76% in the prior quarter. Day rates also increased to 13,742 per day from 13,162 per day in Q2. The increase in operating loss – the decrease in the operating loss was due primarily to the increase in revenue and decrease in operating costs and particularly crew costs. The second quarter included $600,000 in mariner severance costs into Brazil area, which did not occur in the current quarter.

Our Middle East, Asia Pacific area reported an operating loss of $713,000, compared to operating income of $266,000 in Q2. The area reported revenue of $25.6 million in the current quarter, which was the same as Q2. The area operated 37 vessels, which was also the same as Q2. Activate utilization did decrease slightly to 87% in the quarter, compared to 89% in Q2. However, day-rates increased at 8,623 per day in Q3 compared to 8,593 per day in Q2. The decrease in operating income is due to higher operating cost, in particular higher freight and docking costs as the area incurred 93 dry dock days in the quarter.

Our Europe and Mediterranean region reported an operating loss of $2.9 million in Q3 compared to an operating loss of $2 million in Q2. We saw revenue decrease by 6% to $21.2 million compared to $22.5 million in Q2. The area operated 21 vessels in the quarter, which was unchanged from the prior quarter and active utilization also remained the same as quarter-over-quarter at 91%. The market did soften a bit from a day rate perspective from the previous quarter, as we did see a drop in day rates from 13,005 per day Q2 to 11,890 in the current quarter. The increase in operating loss for the quarter was mainly driven by the decrease in revenue as operating costs remained flat quarter-over-quarter.

Our West African region reported an operating loss of $3.7 million in Q3 compared to $5.4 million in Q2. Revenue from Q3 was $20.2 million compared to $16.9 million at Q2. The area operated one more vessel in Q3 and active utilization increased slightly significantly to 71% in Q3 compared to 62% in Q2 and day rates increased slightly to 8,562 per day in Q3 from 8,521 per day in Q2.

The decrease in operating loss from Q2 resulted mainly from an increase in revenue, offset somewhat by the increase in operating costs due to operating one more vessel. This was the hardest hit region during the pandemic and we are glad to see the improvement in results for this region.

I'm summary, we continue to see improvements in all areas. The Europe and Mediterranean region did see a dip in day-rates as the spike we saw in Q2 leveled off, and we did see utilization decrease in other areas, but most of that is due to the drydocks that are beginning to occur. We continue to accelerate our reactivation of vessels as we're seeing continued increases in commercial activity, especially in our West Africa region. We remain very encouraged with all the positive signs and look for this to continue in Q4 and beyond.

With that, I'll now turn the call back over to Quintin.

[Quintin Kneen, President, Chief Executive Officer]

Well, thank you Sam. And on that note, I’m going to hand it quickly to Brandon and we will open it up for questions.

[Operator]

Thank you. [Operator Instructions]. Please stand by for just a moment.

So at this point we have no questions. I would give it a few more seconds just in case.

[Quintin Kneen, President, Chief Executive Officer]

Well, thank you everyone. We look forward to updating you again in March. If you have any questions in the meantime, please feel free to reach out to us. Goodbye!

[Operator]

Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for joining. You may now disconnect.