Productivity and capital reduction in offshore …

“Bank executives, believers in sound money to a man when other sectors of the economy were in trouble, became less keen on monetary purity when it came to their own survival…”

Philip Coggan, Paper Promises

From the $FT on Monday:

This has helped boost UK oil and gas output from 1.42m barrels of oil equivalent per day in 2014 to 1.63m boepd in 2017, a 14.8 per cent increase…
But the industry has now managed to lower costs from an average of £19.40 a barrel in 2014 to an estimated £11.80 a barrel this year, according to the UK Oil and Gas Authority, while total expenditure on investment and exploration has fallen from £15bn to £5bn over the same period.

Let’s be clear about what this sort E&P company productivity means in terms of market and price deflation for the offshore supply chain over a four year period: OpEx -39% and CapEx down 66%%! £10bn has been taken from a market of £15bn in revenue terms for the supply chain supporting “investment and exploration”! It is an extraordinary number for an industry supported by a large amount of leverage in the supply chain and represents a fundamental structural shift.

Yes the CapEx number is variable by year, and Clair Ridge and other fields had massive expenditure last year, but this is the future of offshore in the UKCS. The gross figure is probably a good proportionate proxy for all those in market, with the most oversupplied segments perhaps taking a bigger hit, but if you are a UK focused business this is the scale of the reduction in the market. And this in an environment when the oil price rose 44%! As anyone close to the E&P companies will tell you cost pressure is still relentless. A near 13% decline in the price of Brent over the last few weeks only adding to CFO determination to keep OpEx in check.

If you take Bob Dudley’s assertion that you get 40% more volume for your value offshore the market is at £7bn in 2010 terms i.e. more than a 50% decline and a smaller installed base in the future to maintain. The sanctioning of Tolmount yesterday was good news but it doesn’t change the macro statistics: this is a rapidly shrinking basin in market expenditure terms. There is simply no linear relationship between the oil price and the demand for offshore services in  the North Sea now.

There is a reason the Vard 801 has not been taken out by Technip or Subsea 7 and that is clearly in this environment the UKCS is a very difficult place to make money.  It is not sensible to invest in fixed assets for a market facing such steep declines in size. For UK focused contractors there is simply no way to remove that volume of revenue from the market and under any realistic assumptions and expect the same number of firms to survive or profitability levels to return to past averages. The industry must contract to reflect this but the high perceived asset values of the vessels and rigs have slowed this contraction.

If you took on debt in the good times your market has shrunk rapidly but your creditors expect to be paid back from a market that was in percentage terms vastly bigger. If you don’t think offshore has any hot air left to come out then take a look at the accounts of Nordic American Offshore: a North Sea PSV ‘pure play’.

NAO in 2017 (or materially in any other year) decided not to impair the value of their PSVs because they think they will earn their value back. NAO has 10 PSVs, debt of $~140m, ~$12 in cash, and having largely spent the $47.5m raised in 2017. In 2017 it spent ~$22.5m in costs to get ~$18m in revenue and it made another loss (obviously) for H2 2018, resorting to sending non laid-up PSVs to Africa to work. There is no realistic future for this company as a standalone enterprise and no industrial logic for this company to exist at current market demand levels. The vessels are worth less than the bank debt and their market is in a steep contraction. These PSVs are on the books at over £30m each!!! Sooner or later the facts of this market contraction with their cash position will collide.

There is simply no place for these supply companies with 10-20 vessels. Sooner or later the banks will have to forclose here and simply get what they can for the vessels or they will have to write off some of their claims to encourage yet another round of investment in a loss making company whose assets are held at book value at significantly more than could be realised in a sale process. NAO fleet Value.png

That last comment above is based on using a 10 year average of PSV rates and utilisation levels. At some point the reality of needing new cash to pour into operating losses is going to collide with their “beliefs” as NAO don’t have enough cash to last until (if?) rates return to 10 year historic averages. It is very hard to see the upside for any potential investor here even if the banks wrote off 100% of their claims, something they are clearly unlikely to do.

Not that there is room at the survivors table for all the medium-sized companies either. Bankers for Maersk Supply Service have also been taking soundings for a buyer. They are seeking top dollar for a company unfortunate enough to order the Starfish class of vessels just before the market peaked, but even more unfortunate enough to have a parent able to honour the group guarantees to pay for the vessels on delivery. In 2017 they stopped posting financial results on the website but are well understood to be losing significant amounts of cash at an operating profit level.

Maersk Group are listing Maersk Drilling as they have been unable to find a buyer, but they were able to organise banks willing to back the company with debt facilities. It is very hard to see a similar situation arising with Maersk Supply where no realistic path to profitability can be plotted and creditors would remain exposed to large operating losses.

Maersk Supply has also been trying to build a contracting business when the market for projects in the UKCS has reduced by 66%. They have no competitive advantage and nothing to offer an oversupplied market. All that will happen here is they will burn OpEx trying to do this and eventually, when all the other options have failed, they will do the right thing and shut the contracting business down. While all the tier 1 (and 2) contractors have significant excess capacity there is no room in the market for a new tier 2 contractor whose sole purpose is to cross-subsidize utilisation from their vessel fleet. A JV with Maersk Drilling to work on decommissioning is unlikely to yeild anything of scale that someone with outside capital would find value in paying for.

Maersk Supply is at the upper end of the adjustment band of companies that are unlikely to survive without some sort of dramatic and unforecast change in market circumstances. Protected in better times by a massive corporate parent, and with a similar proptionate cost base, it is now exposed as a massive cash drag as its owner tries to protect its investment grade credit rating. MSS offers insignificant scale in the market, ongoing cash losses, and a very high cost base reminiscent of better times in a geographic location where this is hard to change. Maersk Supply simply isn’t a viable standalone business at the moment without a massive equity injection.

AP Moller-Maersk have vowed to do whatever it takes to protect their investment grade credit rating, at some point the material losses being generated in MSS will force their hand here. As more disparate parts of APMM are divested the trading performance of MSS will become something that will need to be cauterised.

The future of offshore supply can be seen in Asia where small nimble  companies with very low costs make money on wafer thin margins. Traders. Vessels are worked to death and meet minimum local standards but nothing more. If Standard Drilling/ Fletcher can bring ex-DP I vessels to the North Sea to compete against NAO then welcome to the future of the North Sea supply market because that is how you drive OpEx down 40%.

NAO and Maersk Supply, like a lot of other companies in the industry, found investors over the last couple of years (one external and one internal) who believed that the market would return to previous levels and it was worth funding the interim period. At each round of fundraising this becomes an ever more unlikely outcome and the costs of this rise. Slowly but surely some companies will be unable to convince potential investors that they will be the one who makes it through to the (mythical?) recovery. This slow grinding down of capacity and capital is how the industry looks set to rebalance.

Chinese subsea vessels…

Last month COOEC successfully delivered a high spec DSV and IMR further adding capacity to an already depressed market. The only effect is that companies like who used to charter DSVs and IMR vessels in the region have now lost completely the chance for this work and these vessels will be offered at rock bottom rates when they are quiet domestically.

Given that it is cheaper, and will be for some time to charter vessels rather than own them, one wonders why construction on these vessels was started long after this became clear?

A good article here highlights the scale of the subsidies for Chinese shipbuilders and the effect this has had on the industry:

Chinese shipyards.png

Given the conclusion:

[t]his calculation implies that a frequent assertion that China developed shipbuilding to benefit from low freight rates for its trade seems to be unsubstantiated. Indeed, the benefits of subsidies to shipping are minimal. Perhaps instead, the Chinese government is aspiring to externalities for sectors such as steel and defense, or even national pride …

[t]he results of my study suggest that Chinese subsidies dramatically altered the geography of production and countries’ market shares. Although price (and thus consumer) gains are small in the short run, they may grow in the long run as the operating fleet becomes larger.

It is hard not to see this as a move to ensure China moves up the value chain in the production chain for high spec vessels. Not good news for residual values long term I would suggest.

More for less… Tier 2 contractors is where capacity will leave the market

I don’t get the ROV business. At the small end numerous small firms, often with private equity money, all with exactly the same strategy of getting cheap ROVs and finding  a (desperate) vessel operator to charter them the vessel for next to nothing on a profit share. They all have exactly the same business model and have no ability to differentiate on anything other than price, entry barriers are low, and buyers have a vast array of choice. It is a textbook example of an industry structure designed to produce poor profitability. Against this there are large international contractors who make minimal profit but clearly have enough capital and cash to have staying power. Surely, if demand remains at current levels something has to give?

Back in February Reach Subsea raised money, I didn’t get their logic, or that of people backing it, and I don’t get it now. However, unlike ROVOP, M2, and a host of others, they are publicly listed so you can get access to exactly how they are performing, and I would be really surprised if any of the other smaller companies are doing any differently given their business model and strategy are exactly the same. It is also worth noting that Oceaneering, the worlds biggest ROV company by some margin, has just reiterated its commitment not to pay dividends until the market improves. So with all the benefits of scale that Oceaneering has they still cannot return any cash to investors for all their free cash flow.

Now Reach Subsea are maybe great engineers and operations people, and they may have good relations with Statoil, but here in essence is the problem:

Reach key figures Q4 2018.png

Compared to 2016 in 2017 Reach sold 49% more ROV days, 63% more offshore personnel days, and 35% more vessel days and yet increased turnover by only 10%. It is the very definition of business facing decreasing returns to capital: For every unit of capital they throw at the market they get a decreasing amount of economic value back. (I won’t even get into the EBITDA and operating loss because they brought some equipment during the year and claim to be building up scale, but the turnover number tells you all you need to know).

This is interesting as well:

Reach Operating Profit Q4 2018.png

To get 360m in sales in 2017 cost 387m in direct expenses. Or look at it another way: it cost 387m to sell 360m. That is a totally unsustainable business model. I get they are working their way out of terminating some historic vessel charters but businesses that cannot make an operating profits are axiomatically dependent on external funding eventually. Like everyone else in the ROV space this business is simply keeping capacity going while waiting for other people to drop out of the market and wait for the magical demand fairy to appear and save everyone.

Despite this they are opening an office in Houston, which is a major expense for a company of this size, to offer exactly what everyone else in the market there does: cheap ROVs on vessels with no commitments. Like everyone else they are doing loads of tendering and are in advanced discussions with potential clients. I get the US has the best structural growth characteristics of any ROV market, but there are a lot of companies there doing exactly this,  and firms like Bibby had to pull out despite investing substantial amounts in kit and infrastructure.

I therefore find it amazing that you can get comments like this:

Reach q4 comment 1.png

And then get this:

Reach Q4 comment 2.png

What attractive growth opportunities? The installation market is forecast to be flat next year and the IRM will grow modestly but nowhere near enough to soak up excess capacity. But despite this the obvious answer is to go to Houston, well behind ROVOP, M2 … ad infinitum

But clearly some people disagree because despite everything I have written above look at the Reach share price:

Reach Share Price 06042018.png

Up 42% in the last 12 months. 20% since November. Not only that the company according to Bloomberg is trading 1.6x book value which implies that the asset base can generate signficant value (Tobin’s Q) above its cost. For a company where the operating losses were NOK -17m and the Depreciation charge was NOK 27m that is verging on the astonishing, and definitely on the irrational.

You can say the stockmarket is meant to anticipate forward earnings and I agree, but there is nothing structural in the market that would lead you to believe 2018 is going to be very different from 2017 (as the graph from Oceaneering in the header makes clear). I get Reach have announced over 100 days work recently, but without any information on day rates and margin levels can you believe it is value accretive?

The longer all the ROV companies remain in business and keep capacity high it guarantees that margins will be breakeven-to-low in the best case for everyone in the game. This is an industry that built capacity for 349 tree installations in 2014 and is coping with 243 in 2018 (a 44% decrease), and at the moment the new investors piling in are simply providing a subsidy for the E&P companies who take rates at below economic levels.

It is only a question of which tier 2 companies leave the market if The Demand Fairy doesn’t make a rapid deus ex machina appearence soon. This is an industry with too much capacity and capital relative to demand and the equity market here is sending the wrong price signal about allocating more capital.

Private equity and offshore: Bibby/York Offshore, DOF Subsea, and Ocean Installer and “stuck in the middle”..

Realism provides only amoral observation, while Absurdism rejects even the possibility of debate.

FRANCES BABBAGE, Augusto Boal

 

The firm stuck in the middle is almost guaranteed low profitability. It either loses the high-volume customers who demand low prices or must bid away its profits to get this business away from low-cost firms. Yet it also loses high-margin businesses — the cream — to the firms who are focused on high-margin targets or have achieved differentiation overall. The firm stuck in the middle also probably suffers from a blurred corporate culture and a conflicting set of organizational arrangements and motivation system.”

Porter, Competitive Strategy, p. 41-42

 

“Alice laughed: “There’s no use trying,” she said; “one can’t believe impossible things.” “I daresay you haven’t had much practice,” said the Queen. “When I was younger, I always did it for half an hour a day. Why, sometimes I’ve believed as many as six impossible things before breakfast.”

Bibby/York Offshore, DOF Subsea, and Ocean Installer are all tied into the same economic dynamic in the offshore market: the improvement in the market is coming in IRM spend (marginally), large-deepwater projects, and  step-outs associated with existing deepwater infrastructure, not the markets that made these firms viable economic entities (although the DOF Subsea question is just as much about leverage and overcommitting to assets). These companies highlight that although offshore spending may increase in 2018 over 2017, though DNB notes risk to the downside, a recovery will not benefit everyone equally: asset choice and strategy that recognise different market segments are important to identify.

I have read the Bibby Offshore “Cleansing Document” that was sent out as part of the takeover/recapitalisation notice. A cleansing document is required when investors, who are classed as “outsiders”, gain confidential information as part of deal and therefore become “insiders”, who learn confidential information, and must make all the investors aware of what they know. It’s an extraordinary presentation, a business plan so outrageous that it can’t be taken seriously. The document obviously has its origins in the EY attempted distress M&A transaction, that couldn’t be funded, and when you read this you can see why. Worringly the new investors must accept something similar or they are involved in a gigantic scheme to knowingly lose money.

The most obvious affront to intelligence is the 2017 growth rate for revenue pegged at 52%!!! Seriously, in this market someone is telling you they are going to grow at 52% and they actually have enough chutzpah to put it to paper… words don’t often fail me. Not only that they then double down and state it will rise 50% again the year after. I can tell you there is a 0 (zero)% chance of that happening. There is more chance of drydocking the Sapphire on the moon to save money. It’s not just the fact that IMR spend, the core Bibby/York offering, is set to grow at 3.3%, or the fact that total market spend is due to grow at 6.7%, that is just a common sense point: if the market grows at 6.7% and you are growing at 53% then 46% of your growth is coming from winning market share. Does anyone really think Bibby’s competitors are just going to wake up one day and allow them to be the only company in the entire industry that can grow that fast and let them take all that market share? Really?

Fictional Revenue and EBITDA Forecast

Lewis Carrol

Source: Lewis Carroll

To be clear the previous best year of growth was 2013-2014 when Bibby chartered in tonnage, in the greatest North Sea DSV boom ever, and it grew a measly 46%… seriously you can’t make this up.

North Sea Outlook

The fact is this forecast shows the core Bibby/York IRM market declining after 2019 and all the growth is coming in windfarm work. A portion of the windfarm work is likely to be bundled with installation workscopes, and that leaves Subsea 7 and Boskalis well positioned with their topflight installation capacity. And I have said many times the lack of oil and gas construction work (the light grey bar EPCI) will leave a surplus of DSVs as there are no multi-month construction projects to soak up capacity. There is an even more absurd graph later on designed to show a market shortfall in a few years that ignores latent capacity in meeting supply challenges.

Bibby/York will turnover £85m if they are lucky for 2017. In this market, if they have an amazing year next year they will turnover £95-100m, and if they have a bad year they will come in at £70-75m. And the risk is on the downside here because the first six months of 2017 included ROVs in Asia that were sold, most of which were working. But in offshore contracting in general some jobs will go your way and some won’t, so everyone in the industry budgets a modest increase and some get lucky. But what definitely won’t happen is putting 15 Red on at the casino and winning 30 times in a row, and talk of £130m in revenue is more unrealistic mathematically than that.

Even more the Sapphire now looks to be going into layup! So not only is turnover going up 53% but DSV capacity is going back 33%. It’s a miracle I tell you! That’s not profitability that is top-line!

The US office is of course a giant millstone and is put in the presentation as a “Diversification” play rather than as a cost centre – and certainly no spefic financiakl data on the office is offered. The US must be costing Bibby/York c.USD 250k per month in cash terms and now has no boat to bid. That puts them Bibby against DOF Subsea and OI for any significant project except they don’t have a boat? Zero chance. Literally less than zero. Only someone who really didn’t understand, or didn’t want to, the reality of the current market would sanction such move. Operating margins of similar competitors, following exactly that strategy are less than 10%, which means you will be losing cash forever. Nuts. Not needed and not wanted in an oversupplied market, it is simply a matter of time before that office is closed.

But I don’t want to get into it in a micro level because it degrades the wider point: in this market businesses don’t grow organically at 53%. It is a preposterous statement and needs to be treated as such on that basis only.

Not only that, Bibby claim they will make an EBITDA of ~£12m on the 2 x DSVs in the North Sea, and a staggering c.£11m using vessels of opportunity. So not only are they betting they will take enormous amounts of market share off their competitors they are also planning to do it at margins way above anyone else in the industry. And this from a management team, with exactly the same asset base, who presided over a revenue decline of 56% in 2016 and is on target for a 45% decline in 2017. The first few people who got this presentation must have phoned up and asked if the printer had had a typesetting error, not believing that intelligent people would send them this.

The only certainty of this plan is that it will fail. Statements around its release confirm the company ~50 days of work for 2018 yet they are planning 78% utilisation (up from 53% in 2017), yet if the first quarter work isn’t booked in now it won’t happen in a meaningful sense.  And once you are chasing you tail to that extent a dreadful dynamic sets it because you have committed to the cost and the revenue miss means you know early in the year you are facing a massive cash flow deficit. The fixed cost base is so high in the operation that a miss on the revenue side produces catastrophic financial results; just like a budget airline, the inventory is effectively disposable (i.e. after a possible days sale has passed) yet the cost base is committed. This of course explains how the model was created I suspect: a revenue number that magically covered the costs was devised, how real management believed that number to be at the time will be crucial by March (only 12 weeks away) when the plan is revealed as a fantasy. I’m not saying it’s deliberate, humans are strange, it took Hiroo Onoda until 1974 to surrender, so if you want to you can believe a lot of things, and unless you believe the revenue number then the whole economic model falls apart.

York clearly got into this late in 2016 and early 2017 not believing the scale of the decrease going on in the business in revenue terms, and without clearly understanding how the competitive space was directly supported by the construction market. Instead of pulling out they have doubled down and appear set to pump more in working capital into the business than the assets are worth (one of which is going into lay-up for goodness sake). York appear to have confused a liquidity problem with a solvency one.

The funds this come from are large but this is till going to be a painful episode for York while doing nothing to solve the long-term solvency issues at Bibby who now only have a 6 month liquidity runway based on current expenditure. At an Enterprise Value of £115m it values a business with one DSV on lay-up and a cost centre with no work, and an operation with a 1999 DSV and one chartered asset, losing substantial amounts of money and with historic liabilities, way above a the operation Boskalis are building with 2 x 2011 DSVs at a blended capital cost of ~USD 80m. Good luck with that.

I still wouldn’t rule out a Swiber scenario here where as York get close to the drawdown/ scheme of arrangement date they get lawyers to examine MAC clauses (e.g. Boskalis buying the Nor vessels), or simply not pay and worry about getting sued by the administrator. They must know now this is a terrible financial idea.

DOF Subsea on the other hand have the opposite issue: First Reserve looked to reduce their position earlier in the year via an IPO and couldn’t. Now DOF are slowly diluting First Reserve out in  the latest capital raise… there is no more money coming from First Reserve for DOF Subsea. I get the fact that some technical reasons are in  play here: it is difficult for late-life private equity funds to buy inter-related holdings, but they always seem to manage it on the up but never on the down.

DOF Subsea might be big but the problem is clear:

DOF Subsea Debt repayent profile Q3 2017

 

DOF Subsea EBITA Q3 2017

DOF Subsea isn’t generating enough cash to pay the scheduled debt repayments. And in these circumstances it is no surprise that the private equity fund is reluctant to put more equity in. DOF Subsea could sell its crown-jewels, the flexlay assets, to Technip but that would involve a price at nothing like book value; or maybe DOF/Mogsters’ bail them out but that will further dilute First Reserve. Either way First Reserve, some of the smartest energy PE money in history on a performance basis, have decided if you can’t get someone else to buy your equity then dilution is a better option.

Ocean Installer is a riddle wrapped in a mystery. OI has some chartered tonnage and some smart people. But it is subscale in nearly everything and I doubt it was even cash flow positive in the boom years as they were “investing” so much in growing capacity. The company had takeover talks with McDermott, that failed on price, and seems to exist solely because Statoil is worried about having an installation duopoly in Norway. It can’t continue like this forever. Rumours abound that Hi Tec have now installed staff in the Aberdeen office and are seriously looking at how to cut the burn rate.

There is nothing in OI that you couldn’t recreate for less in todays market, and that unfortunately means the equity is worth zero. Hi Tec, whose standard business model of taking Norwegian companies and opening a foriegn office, expanding both the quantum and size of the acquisition multiple (admittedly a fantastic idea in the boom), will not work here. Now it’s hunker down and build a substantial business of scale or exit. All the larger players have to do is sit this out, no one needs to pay an acquisition premium, buying work at a marginal loss, which will eventually reduce industry capacity, is a far more rational option.

Not all of these companies can survive as they are simply too similar and chasing the same projects that are also now being chased by the larger SURF contractors. Clearly DOF Subsea is in the best position as OI and Bibby/York have a very high cost of capital and owners with unrealistic value assumptions.

All these firms suffer from two problems:

  1. In strategic terms they are “stuck in the middle”. In 1980 Michael Porter wrote his famous text (“Competitive Strategy“) positing that a company chooses to be either low cost or value added; firms that didn’t  were “stuck in the middle” and destined to low profitability forever. In subsea the deepwater contractors are the value-add and the contractors without a vessel, or the regional companies with local tonnage,  are the low cost. Bibby/York, DOF Subsea, OI are stuck in the middle – not deepwater/rigid reel to add value and with too high a cost base to compete with the regional low cost operators – given their funding requirements this will not carry on indefinitelyPorter stuck in the middle
  2. The projects that made these companies profitable (if OI ever was) have suffered the largest fall in demand of all the market segments. Small scale field development, with flexibles as the core component, just aren’t big enough to move the needle for the the larger companies and the smaller E&P companies can’t raise the cash. All the FID stats show these developments to be almost non-existent. These were projects commissioned at the margin to satisfy high oil prices and therefore are the first to fall off as the price drops. That is why these companies have suffered disproportionately in the downturn: they have lost market size and market share (Bibby Offshore revenue has dropped by 77% since 2014 where as Subsea has (only!) dropped 45%

The subsea/SURF market is an industry that private equity/ alternative asset managers struggle with: a market with genuine advantages to industrial players with economies of scale, scope and knowledge. In an age of seemingly endless debt and leverage these equity providers are not used to coming across industries where their organisational advantages of capital and speed cannot work. But for the next few years, as the industry requires less capital not more, the smart money here will be on the industrial companies. It wasn’t the distressed debt investors in Nor Offshore who made money on the liquidity bond (issued this time last year), it was Boskalis when the reckoning came for more liquidity. That is a parable of this market.

 

The scale of the challenge…

Deliveroo lost £129m in 2016 – more than its revenue. It does not have a business model – basket case. Investors will lose everything.

Luke Johnson, Risk Capital Partners

There’s still too many DSVs in the North Sea, even with an upturn, but that’s my guess. Perhaps the scrappage and departure of the Sapphire will reset the NS market to something sustainable for when the market recovers, but I have my doubts.

I’m interested to hear your prediction beyond year 1, where there’s the shuffling of cards (market share), year 2 where the slush fund is running low and we possibly come full circle again?

Email from senior exec at a North Sea contractor

The scale of the challenge the new owners of Bibby Offshore have is revealed in the Q3 financials that were released on the same day as the takeover:

BOHL Q3 Highlights

A quiet November/December and they will lose more than revenues. Or actually in Total Comprehensive Income they have managed this trick:

Q3 2017 Financial Results.png

Now it isn’t a fair comparison because the charters on the Ares and Olympic Bibby are well above market rate and will substantially change the performance of the business when they have ended (one has). But the point is it is not the bond alone that killed Bibby: it was going long on expensive vessels with a neglible equity cushion and a complete rigidity in the business model therefore to reduce costs when the market changed. But then again the Polaris and Sapphire were valued at USD 220m! in 2014 and they still look way to high on the books. Non cash charges are fine if you don’t have liquidity issue but they are very real in measuring economic return.

What I like (sic), and they aren’t the only people guilty of this (I have named others doing it as well) is the Orwellian use of English (although it’s more Catch 22). On summarising these results, which entailed handing the business over to the creditors, the following sentence appears (emphasis added):

The recapitalisation of the business together with the improving market outlook, reflected in the growing summer campaign, means the Group is well placed to weather the current market conditions and to capitalise on new opportunities.

A mere four lines later, 4!, just 4, comes this:

Despite the seasonal increase in activities the pressure on margins has not eased, impacting total revenue. Revenue also reflects the mix of work, which includes further air diving projects in shallower waters, which command lower day rates.

They have less than 50 days for next years booked and over 1000 days of inventory.

Seriously! Make it stop. Please make it stop…

Bibby has a really simple business model: you sell boats days and some associated engineering. One of the two variables has to change: days or the price. If one of those is declining, or you have to reduce the other in price in order to sell more days, then it is sophistry of the highest order to claim an improving market outlook. I was just waiting for the quote “and we are doing record amounts of tendering”.

As the analysis below will make clear the emergency rights issue that a “leading bondholder” has underwritten gives the business, at current cash burn rates, around six months working capital as the best case assumption. This is not a war chest for acquisitions this, is simply survival money while options are assessed and some quick wins on the cost side are made. I don’t have any inside knowledge at all of what will happen here, the thoughts below I believe to be directionally correct, but the one thing I definitely know for certain is this: the money going in will not be willingly frittered away in OpEx while the business simply waits for the market to return. However, the winter months are ruinuously expensive for boat owners with without work…

The cash flow makes clear Bibby had burned through £10.5m in cash in what should have been the best quarter of the year for 2017:

Q3 2017 cash flow.png

The closing cash balance at Sep 30 gives the game away: Bibby had drawn down on the revolver and that is simply insufficient for working capital purposes. It is very hard to see how the November payroll could have been made on those numbers as another 6 weeks of losses (by the time the creditors rescued the business) must have meant an actual cash positon of less than £2m. But what is really apparent is how much worse the business is performing than last year: £58m in operating losses YTD versus £26.8m last year! If it was a horse you would have shot it!

Those losses were driven not only by the Olympic Vessel charters entered into at the top of the market but by the Sapphire utilisation at 3%. Fully crewed and maintained in port waiting to win the BP Trinidad work that went to Nor (a move I accept I said would never happen), and a US office that inexcusably had 19 people in it until August and is now on it’s third ex-pat manager as the company struggles to define its market position now it is not proceeding with a Jones Act vessel. The fact is Bibby have taken the Hotel du Vin to a market where customers resent the prices at the local Holiday Inn, and you can offer all the upgrades you want, but it just won’t work without a base level of demand that isn’t there. The US business model is broken  and that is an intractable issue for the new owners.

The £50m the emergency rights offering puts in will need to cover a variety of new expenses: consultants (and there will be a lot), transaction expenses (tier 1 law firms etc), working capital banking facilities (say £5-10m) etc. This is unlikely to be the only injection made to keep the firm solvent if the new owners are serious about keeping the business going.

The big outstanding commitments relate to vessel costs and things like offices (Atmosphere 1, Houston, ROV hanger) all of which were entered into at the top of the market. Olympic are no doubt nervous because their charter on the Olympic Bibby goes into Q2 next year at a rate of c. $35k per day (c. $1m per month). I suspect the Scheme of Arrangement the bondholders are using here will allow them to take the assets to the Newco and leave residual commitments to Oldco Bibby should they want. The communications have promised trade suppliers will be paid, and that is certain, but when the new corporate structure emerges a conversation will be held about how much shareholder support will be provided to the BOL/BOHL (the answer is likely to be none i.e. these are the entitites that will be liquidated) and all the contracts will be moot. All the smaller trade creditors who are nescessary for trading will clearly be fine but I am not sure about Olympic and property commitments at all (and it would have the nice effect of getting rid of the Trinidad tax issue).

But this is the easy part in a way. There will clearly be an urgent and deep effort to slash costs in a way there hasn’t been before. Engineers, Bus Dev, people that add real economic value can expect this to be a better place to work. But there are 5 PAs in Aberdeen for business on target for £80m turnover and a Risk and Business Continuity Department that has about 5 people per vessel! All good people to be sure but just not sustainable in any shape or form. I suspect when these consultants walk into the Houston office and get presented with a spreadsheet with $9 trillion of possible tenders and zero purchase orders for 2018, 11 people, a boat at 3% utilisation (according to the Q3 report), and an expensive ex-pat ex-COO, there is going to be a quick call back to the UK about WTF is going on? Some of these things are a direct reflection on current management which will only increase tension with the new owners.

The real problem though is how you get your £115m back…

Let’s assume you need to sell out at 8x EBITDA (Acteon went for 10x in the boom but they were lighter CapEx and had more booked revenue); that means you need to get EBITDA to about £14m from its current level. The scale of this challenge becomes clear if you have a look at BOHL bond prospectus, which for all of us in offshore was a different era:

BOHL Prospectus EBITDA

Basically the “new Bibby” needs to look something like old Bibby between 2011 and 2012. which handily we get some stats on:

BOHL prospectus operational data.png

In 2011 Bibby were delivering their biggest ever construction project: Ithaca Athena hence the reason other project revenue is so high (that and mob fees were high) and it is also woth noting that the Topaz worked much of the year on that project. Now the fact is companies like Ithaca, Premier, Enquest have given up development for debt repayment so these projects just aren’t there, and with Technip and Subsea 7 in hunger mode no one is winning small development projects outside that duopoly. But DSV rates in 2017, prior to the Boskalis entry, were about 2011 levels at the end of 2016 but utilisation is way down.  Bibby administration costs were on £10.4m for the 2011 year whereas this year they are on target to be 70% higher at £17.5m.

But admin costs while part of the problem aren’t the core of it: the decline in revenue, and therefore the scale of the business is:

BOHL Pros P&L.png

If Bibby does £80m in 2017, and that is a very big if at this point, the business will be 70% smaller in revenue terms than 2014. Subsea 7 by contrast has seen revenue drop from c.  $6.8bn (2014) to c. $3.8bn for 2017, which is only a drop of 45%. I have said it before that the smaller firms have not only lost market size but market share as the market has contracted and that is unsustainble. You can see the effect that scale has because despite having seen its turnover drop by such a large amount, even with such high fixed costs, Subsea 7 kept its fleet utilisation at 78%, and then generated $250m in EBITDA and even Net Income came in at $111m. One business model is sustainable and one isn’t.

If you look at the types of projects heading for FID at the moment they are disproportionately complex and expensive projects that mean this trend is likely to continue. Its not just a Bibby problem: OI, DOF Subsea etc all suffer from the fact that they were marginal capacity working on smaller projects that added marginal production. Production and capacity at the margin is expensive and therefore it is no surprise these business models suffer disproportionately in a downturn. [What I mean by marginal capacity/production is that these were the extra units added as the existing industry and companies hit their production frontiers. This new capacity/production is added but at a higher per unit cost as suppliers etc push up prices to reflect increasing demand].

I guess the positive side of this is it shows how much operational leverage the business has: fixed costs are so high that a small addition to the day rate and/or the number of days worked and the results drop straight to the bottom line. The downside is it looks like 2013 and 2014 were an aberration in terms of day rate and utilisation and that actually the industry was in a nice little equilibrium in 2011 with day rates that made projects work for E&P companies and kept everyone in profit, and maybe that is as good as the industry can hope to get back to (before the Harkand/Nor/Boskalis DSVs arrived but with the DiscoveryKestrel and Oriella.

A major structural change has also occured in the market: in 2011 you could not get your hands on a CSV with a 250t crane for almost any money. Rates for these vessels was c. £130-150k and this was purely a supply shortage. Therefore you simply added a mark-up on those boats for all work undertaken. I doubt any other class of vessel has been so over built now and they are all in lay up (the Boa vessels) or doing windfarm work for €20k per day (Olympic). The other project revenue flatters the margins made on non-DSV projects because anyone who had access to a vessel in those days just placed a large mark up on the vessel (a number that was already high).

Now everyone (Reach, M2, Bibby Offshore, James Fisher) is a “boatless” contractor. This de-risks the fixed costs but obviously at the reduction of margin. In Asia there used to be a number of “boatless contractors”, running around organising bid bonds and all the other associated issues that come with trying to fix a schedule. One of the many problems is that because everyone can do it the profitability on it is very low and you actually take quite a bit of project risk to get this margin because you often go lump sum and the vessel operator gets paid every day.

And the elephant in the room is now Boskalis. It is pointless here to go on about the advantages an industrial player has in this game. There are 100 reasons why Boskalis is better positioned that the “New Bibby” going forward, and the first 20 are signficant. A much lower cost of capital for one, existing marine, crane, and other departments spread over a much larger fleet (lower unit costs), a serious position in renewables with full cable lay equipment etc.  When day rates were much higher everyone used to measure the cost of ancillary departments (i.e. crane) by looking at the cost to the vessel being out of service and the price was just increased, but that obviously isn’t the case now where these costs are material and need to be spread over a big fleet. Sometimes commitment signals count in economic situations and the fact is that Boskalis likely to be here in 20 years and the same just isn’t true of the New Bibby.

This really makes me question whether it is possible to have an economic model that is based solely on being a DSV operator, particularly a smaller one? For every other competitor to the “New Bibby” diving is an ancillary, but important, service to a broader offering. Boskalis probably only need to get 100-150 days per annum of pur SAT work to be cash flow positive on an asset basis if they use the rest of the time to back up the renewables fleet. Subsea 7 and Technip can cross subsidise limited construction work by keeping utilisation up in the IRM market at low day rates. If these operators commit enough capacity to a market in that situation where their breakeven cost is significantly lower the overall industry rates will be low. These three companies all know that the “New Bibby” will live or die by the North Sea SAT DSV rates, and all they need to do is keep these low for a period and the entire edifice is at risk.

Bibby worked from 2004-2012 because it was the “Healthy Dwarf” of the North Sea in SAT diving. The excess cash from this business was used to fund ROVs and develop other areas. But Singapore never worked beyond ROVs and neither did other ideas. It was an opportunistic business with a really good local market position that allowed it to try different things when the market was booming. But it patently does not have a magic formula that would allow it to grow in other markets or some sort of magic ingredient that is scaleable.The “land grab” was in fact made by DOF Subsea, Ocean Installer, and others who had access to what Bibby desperately needed: adequate equity/ CapEx ability in an extremely capital intensive industry.

When there have been four SAT dive companies in the North Sea only 3 have really made money: Bibby helped drive Harkand out of business, Bluestream didn’t last more than a season, ISS chartering the Polaris just allowed them to fill a six month charter in a peak period. It is very hard to see how Boskalis isn’t going to be a lot more than a “healthy dwarf”, and likely the first non-RMT unionised major contractor, and that really doesn’t leave a lot of space for anyone else.

If you look at the Bibby 2012 P&L above it also makes it clear that even when times are good, and Bibby dived over 900 days that year, and after tax it only made £13.3m, a rate of return on the asset base of 7.8%. The ROE (40%)looks high because of the leverage… which brings up the issue of risk: in this business model you go extremely long on some very specific assets, which have a huge volatility in value (as Boskalis can affirm), and match these against a series contracts that are short in duration and have almost no visibility, and must be competitively won… and that’s before you even get into execution risk. I know private equity firms love EBITDA (and the £55m Bibby did in 2014 is proof of that) but it is a really inappropriate number for an industry with such high CapEx requirements because the depreciation amount on the fixed asset base is a crucial number in how much real economic value is being created.

I get people can make a lot of money on counter-cyclical bets. That is the essence of the investment proposition: having the ability to make a bet like that. But the dynamics of any upturn in the North Sea, with vastly more tonnage than the last upswing, would seem to err more to there being too much tonnage and that will only lead to lower day rates. And there are far more North Sea class DSVs that can be drafted in to keep rates down than were previously available: Technip for example could just re-commision the Achiever as an IRM vessel, and at some point Vard are going to have to sell the 801.

So in answer to the question of what I see happening for the next few years I think there will be three serious players in the North Sea SAT market and a fourth company that maybe viable if the market booms. But that will be a struggle. Even if the price of oil doubled overnight the ramp up in logistical terms required in the North Sea would be immense before a serious impact in CapEx spend would be felt. Smaller companies would have to access financing, hire engineers, consultants, approve drilling, arrange interconnection agreements etc… all this before small scale subsea development CapEx came back at a meaningful level to affect the overall fleet demand and profitability. An increase in IRM spend just won’t cut it. The worst case scenario is someone like DeepOcean taking a DSV and using it as a split ROV/DSV for 6 months a year as IRM spend increases. At that point the Bibby business model is well an truly dead. But in the interim Subsea 7, Technip, and Boskalis can rapidly add capacity if the IRM market improves, in a way that simply wasn’t possible in the past and in a manner that is simply too credible and likely to ignore.

I am a long term believer in subsea and the meaningful amounts of production it will be responsible for going forward. But in the past when it was the marginal producer of choice for the oil market the whole industry was profitable, almost without exception, and that simply will not be the case going forward where the process of economic natural selection will far more brutal and will favour larger players.

Bibby Offshore restructuring… End of an era…

Bibby Offshore Holdings Limited announced today it reached a comprehensive agreement on the recapitalisation of its balance sheet with noteholders who hold 80% of the £175 million 7.5% senior secured notes due 15 June 2021 issued by its subsidiary Bibby Offshore Services Plc .
The terms of the recapitalisation will result in the group having a substantially debt-free balance sheet with an equity injection of £50 million to enable it to consolidate and expand its position within the offshore inspection, repairs and maintenance and construction markets. At completion of the transaction, Bibby Line Group Limited (BLG) will transfer its entire ownership in Bibby Offshore to the group’s noteholders.

It is mildly ironic that after the Nor and Bibby bondholders spent so long seeking a resolution to their problems that both solutions were announced within hours of each other. On a first pass I would rather be a Boskalis shareholder than a Bibby bondholder.

Let’s be really clear this was no ordinary refinancing: this was in effect a relatively hostile takeover by the bondholders after the financial situation became untenable. Bibby Line Group exit with 0% having clearly been unable and unwilling to put any money in. After taking out £60m since 2014 they may consider this a good deal, but it will be painful for the Group accounts next year.

Bibby Offshore can keep using the name for another 12 months and the Directors have warranted not to frustrate the handover or pay the December interest payment (amongst other things). As at the close of the last quarter Bibby Offshore had a mere £3.1m cash in the bank, so the last point was academic in a way, but it avoids the need for a disruptive administration process. It seems pretty obvious to outside observers that it took the bondholders to make BLG aware of the gravity of the situation. Smaller companies in Aberdeen supplying goods on credit were taking an enormous risk here.

The restructuring values Bibby Offshore at £115m: basically the outstanding £175m bond (valued at .37) + 50m in new cash. Transaction and other expenses need to be taken from the £50m going in. Therefore for £115m bondholders are now the proud owners of the Bibby Polaris, Bibby Sapphire, a risk share charter on the Bibby Topaz, and all the associated IP, master service agreements, etc of the company that make it a business. This is a company that will now undergo a fundamental operating restructure as the announcement makes clear:

Within the next 7 days, Bibby Offshore will appoint an independent consultant on behalf of the noteholders to support management on the ongoing cash flow management and transition of the business to the new shareholders.

That means a group of restructuring consultants (in all likelihood from Alix Partners or Alvarez and Marsal) who will come in and do a restructuring plan that will be loosely based on zero-based budgeting. This is a brutal process and will aim to significantly reduce the costs so the business is at least cash flow breakeven by June (or they will be through a significant portion of the £50m on current trading levels). Given this hasn’t been the case for well over 2 years now you can imagine the scale of what is about to go on here (even accepting that vessel charters have been part of the issue). I’d imagine Small Pools, Business Excellence, and ex-pat managers in Houston look to be first on the list of costs to be reduced but there is a real question about what the business model is and what position the company will hold in the market that needs to be addressed.

For staff this is still the best outcome even if it provides huge uncertainty in the short-term: with only £3.1m in the bank without this agreement there would have been an administration process begun in the next few days. The revolver expired in the next couple of days and that would have brought the nuclear scenario. This was not a deal made in strength but in effect a shareholder being faced with insolvency having a gun held to their head and told to handover the keys.

The consultants’ budgeting process will highlight the fundamental issue the new owners of the business have: What is the competitive and market position of the business? A high end North Sea contractor trying to compete in the US market which is the most price sensitive in the world? Cut the costs back to a “Bibby lite-2007”, with 80 people in Waterloo Quay, shut all other offices, and trade with 2 x DSVs and Sapphire in lay-up or sold, and you will never recover your £115m. But keep trading as you are with an uncompetitive US and Norwegian office and you have to burn vast amounts of cash to make it through until the market changes. There are no economies of scale or scope through these regions and therefore no need for an expensive corporate staff and administrative overhead.

The fleet strategy will also need to be sorted out. Sapphire is in warm stack and Polaris (1999 build) cannot keep going forever. Both vessels are to old for mortgages and will be equity funded for the rest of their lives and there is a valuation implication in that (i.e. lower).  The Topaz is only on a risk sharing charter and frankly without that vessel it is arguable if there is a “Bibby Offshore” at all.

The Boskalis shareholders got a much newer DSV for $60m (£45m at todays exchange rate) and have chartered another one for a rate I believe that is c. $7.5k per day bareboat. The new Bibby will have to compete with a company with a much lower implied asset cost and breakeven level. Boskalis now has sister ships that they can interchange on projects and tenders and appear to have done this for an implied CapEx of c. $40-45m per vessel. Balance sheet strength prevails during consolidation and this will be no exception.

Bibby Offshore now looks exactly like Harkand before it folded. Harkand had 2 x the Nor vessels in the UK and the Swordfish in Houston for their ex-Veolia acquisition. Oaktree funded Harkand 3 times, and it only broke even a couple of quarters, before finally giving up. In the scheme of operating North Sea class DSVs £50m is not a  lot of money given the direct operating costs and associated infrastructure (tendering, marine, overhead etc). The new shareholders will require a firm constiution and plan to carry through this through for any length of time given that the order book is nearly empty and vessel commitments remain until Q2 2018.

One option maybe to seek higher value services such as well intervention with some talented ex- Helix staff floating around though the barriers to entry are high though and it will require further capex. The Bibby investments in renewables capacity (i.e. the carousel) look prehistoric compared to the DeepOcean and Boskalis fleet. Simply bashing up against three substantially bigger companies offering DSV days doesn’t strike me a great strategy and certainly not a sustainable one.

There is no other reasonable expectation now than for Boskalis and the “new Bibby” to fight it out for utilization by dropping the day rates they bid at (and Technip and Subsea 7 have shown they play this game as well). There is no guarantee the market is big enough for four companies at current activity levels. The “new” Bibby Offshore is a hugely leveraged play (both operationally and financially) on an oil price recovery that will force a declining basin back to higher production levels with small scale developments and higher maintenance requirements. It looks like a big ask at this point, but the team leading this investment have the financial firepower and competence to see this through if they choose; but it will not look even remotely close to the current Bibby Offshore.

Something rare happened today: the entire picture of how this market will look for the next 5 to 7 years was made public with just two announcements. It is going to be a much better market to be an E&P or renewables company in than a contractor for a good while yet.

 

Boskalis takes the Nor vessels…

In a widely telegraphed move Boskalis has now taken both of the Nor DSVs and this would appear to be the start of the end game for the restructuring of the North Sea DSV market. I remain convinced Boskalis had preliminary discussions about buying Bibby but gave up on price and complexity. This transaction is clean for them and allows them to organically grow a business in line with their culture and values and will clearly be a significant IRM/ light construction player over the years.

A number of implications flow from this:

  1. Rates in the North Sea for DSV will remain under pressure. These vessels did not work in the North Sea last year and if you accept my broad categorization of the North Sea fleet, then these vessels c. 20-25% more capacity to the market for high-end SAT work (depending on how you calculate the lay-up tonnage SS7 reactivated etc and if you include the Skandi Achiever). While the amount of IRM work will increase in 2018 it will not go up in proportion to overall potential capacity
  2. Boskalis will win work with these assets and they will do it initially on price and schedule (a derivative of price in the summer months to some extent)
  3. A refinancing of Bibby Offshore from anyone outside the current Bondholder group is DOA at current price levels. Only the mad or committed back themselves to compete indefinitely against companies with the balance sheet strength of Boskalis, SS7, and Technip in a market where rates are only marginally above cash break even and low growth is forecast
  4. Bibby Offshore looks suspiciously like the Harkand of old with two North Sea class DSVs and an overspecified US unit struggling for utilisation while being owned by a distressed debt investor. The upgraded Swordfish was probably a better proportionate asset than the Sapphire. The ~£70m that Bibby is holding firm on the asset values of the Sapphire and Polaris would appear to be a fantasy
  5. If you are building a North Sea spec DSV in Asia the vessel is worth USD 60m at best. It doesn’t matter how much it cost to build the most you could claim it is worth is what Boskalis just paid. In reality it is probably worth less as the number of companies willing and able to pay USD 60m is an ever decreasing pool and that price reflects an operator who can get North Sea rates
  6. It is a reminder that such complex assets take months to sell and the running costs of such assets must be subtracted from any realistic asset value calculation. Nor put the cost of running the vessels in their public documents at c. USD 500k per month per vessel. There is a very small pool of buyers and that diminishes with each round of distressed purchase
  7. Trying to seperate out the asset value from the infrastructure required to run a North Sea class DSV is a mistake. Without a credible contractor to run the asset in the region they will trade only at Rest of the World prices (i.e. much lower)
  8. The Sapphire looks almost certain never to return to the North Sea now
  9. The  business model of purchasing DSVs for USD150-200m and then operating in the spot market for periods of a few days to a few weeks looks broken. Banks will insist on signficant forward cover to finance assets or only those players with strong balance sheets can compete. The days of small upstart offshore companies with a few good ideas and small contracts have vanished (and that is not just in the DSV space). Such a market looked reasonable when everyone was making a 60% gross margin off DSVs but the both the reduction and the volatility of the associated cash flows have changed the market forever
  10. The North Sea diving market for IRM is now dominated by firms for whom it is not a core activity and they will therefore price accordingly (lower). Boskalis, SS7, and Technip are all construction/renewables/dredging focused firms. They have a business model that doesn’t rely on diving being profitable in its own right which means they can sustain low margins for long periods of time. The same is simply not true for Bibby Offshore. Any new entrants into the SAT dive market will view it as an “add-on” service and will bargain a lower utilisation and day rates that were historically the norm. This will affect vessel values that will not recover to anything like 2014 levels and in reality will be lower than implied depreciated values from that period forever
  11. The Nor bondholders got lucky here that Boskalis decided not to muck around on a 20 year investment and pay a decent premium for convience and transaction success. There were no other bidders at anything like these levels and Nor was out of money in February. This was a binary pay-off model where without this transaction they would have been required to inject new money that would have devastated the value of the investors in these boats
  12. I think USD 60m isn’t a fire-sale but a reasonable price at which you could expect to earn a reasonable economic return on the asset over an economic cycle. Boskalis has to commit to a certain amount of infrastructure and fixed cost to achieve this but it can spread this over its existing overhead better than anyone else and therefore do this at a lower per unit cost than others

Boskalis have played a good hand well here.