Der Schrei der Natur …

It is very likely that the North Sea starts next summer without Ocean Installer, M2 Subsea, and Bibby Offshore. In fact I am going for probable rather than possible. Private equity owners are looking at having to inject real cash resources into these businesses and they are not happy given the prospects of getting it back.

Another minor sign: more changing of the guard in the tier two contractors with Bibby Offshore now parting company with their CEO today. This looks stage managed coming almost 6 months to day after York Capital took control (6 months is a standard BOHL executive notice period). Although there are clearly some specific circumstances in play here the driving force at Bibby Offshore is the same as at the other tier two contractors: the cash crunch (see here). As business plans are developed for next year, and the poor summer season continues, Boards are facing up to the fact they will need new funding for next year.

Just as the Board of Ocean Installer demanded a plan that saw HitecVision sever the cash umbilical this year, so Bibby Offshore had to go through the farce of a “recapitalisation” late last year (which was more Rabelais than reason). It was frankly an embarrasment (and here) although it has led to a severe dispute between York (who fell for it) and its authors EY.

Now in 2018 York are having to do it again with Bibby who have no path to cash flow profitability. Bibby Offshore is very vulnerable: In financial terms they are likely to consume £10-15m in cash this calender year, then start next year needing to put Polaris through a 4th special survey (£2-3m?) and Sapphire through an intermediate (£1m?). At current run rate they may need £10m more in cash before next April. It’s grim.

I don’t believe a sale of the business is realistic now it has this trading history behind it (see here). A potential buyer is now gets a business locked in a battle with Boskalis at the low-end and TechnipFMC and Subsea 7 at the top-end. Without a sustained improvement in market conditions, which now will not come at the earliest until summer 2019, the shareholders face another hefty cash call. And all to fund more of the same: a subscale business battling giants and losing cash with an increasingly aging asset base. It’s a hard pitchbook for investment bankers to write. There is no upside here in terms of expansion potential or margin expansion. And it’s very risky. Why not leave your money in the bank?

It’s sad for me to see but the honest truth is it was Bibby Line Group that killed the business: a 50% dividend policy in a capital intensive business like offshore simply cannot work long-term. The GBP 175m bond, the only real money Bibby Offshore ever had, was used to pay off SCB (USD 110m) and then a dividend recap to group of ~£35m. There were never funds to grow the business when the market boomed and no equity as a cushion when the market tanked. We are in the final stages of a tragic denouement now.

York are in a terrible position now with no realistic course of recovering their investment and no logical argument to keep putting money in. A dispute with EY over the “missing £50m” is apparently causing some tension between the two firms. The story as I have heard it (from a person directly involved in the deal) was that EY had their numbers wrong and had miscalculated the financial runway Bibby had. York realised too late and “had” to follow through not seeing how bad the current downside could be. On current performance the bondholders would be better off with the EY liquidation assumptions than current exit strategies would imply.

Quite how a self-professed set of financial geniuses and a Big 4 missed the obvious fact that a firm losing £1m in cash a week would run out of money quickly is being kept quiet for obvious reasons (see here June 2017). York blame EY but really it was obvious to any outside observer with a basic knowledge of offshore economics that this would happen and it’s just embarrassing for both parties.

The new management have strong experience with Songa and are in all likelihood extremely capable and talented individuals. They are unfortunately not alchemists and the fact is that the North Sea DSV and small projects market has not had a rebound of the scale needed to help firms of this size and it suffers from chronic overcapacity. Until the CapEx market comes back, and we know from field development plans it cannot in the short-term for the UKCS, then this situation will not change. It is a commitment battle and the firm with the highest cost of capital and smallest balance sheet will lose.

Throughout the supply chain this continues: Olympic Subsea came out with numbers last week and it shows again that this continues to be a broad, deep, structural market contraction. Have a look at the cash flow because at the moment nothing else matters:

Olympic Cash Flow Q1 2018.png

Olympic spent more on financial repayments in Q1 2018 than they received net from operating the vessels. And despite talk of a market improvement they have 3 CSVs for fairly close delivery available by the end of August. Olympic look like the will make it to their 2020 runway with the cash they have on hand, but then what? This summer isn’t going to save them only slow the cash burn.

For those without the cash the decisions are starting to get ominiously close.The North Sea summer next year is likely to have  a very different economic ecosystem from the one currently exists.

 

 

The New North Sea…

[Pictured above a sneak preview of the new (TBC) York Capital/Bibby/ Cecon OSV]

Subsea 7 came out with weak results last week and specific comments were made regarding the weakness of the North Sea market. I have been saying here for well over a year that this UKCS in particular will produce structurally lower profits for offshore contracting companies going forward: you simply cannot fight a contraction in market demand this big.

In Norway spending has remained more consistent, largely due to Statoil. But it is worth noting how committed they are to keeping costs down:

Statoil Cost reduction Q1 2018.png

A 10% increase in production is balanced with a 50% reduction in CapEx and a 25% reduction in per unit costs. Part of that is paid for by the supply chain… actually all of it. What I mean is only part of it is paid for by productivity improvements and lower operational costs… the rest is a direct hit to equity for service companies.

But as a major offshore player this presentation from Statoil highlights how efficient they have become in the new environment (and how offshore will compete going forward):

Statoil drilling efficiency.png

Cutting the number of days per well by 45% not only vastly reduces the costs for rigs it clearly reduces the number of PSV runs required to support the rig for example. The net result is that offshore is more than competitive with shale/tight oil:

Statoil break even.png

In fact Statoil is claiming its breakeven for offshore is USD 21 ppb on a volume weighted basis. It’s just a timing and economic commitment issue on a project basis to get there, but the future of offshore in demand terms is secure: it is an efficient end economically viable form of production. Especially when your supply chain has invested billions in assets that they are unable to recover the full economic value from. Demand is clearly not going any lower, and is in fact rising, just nowhere near the level required to make the entire offshore even cash breakeven.

Statoil has also changed its contracting mode which is probably part of the reason Subsea 7 is suffering from margin erosion in the North Sea. Statoil has clearly made a conscious decision to break workscopes into smaller pieces and keep Reach and Ocean Installer viable by doing this (and helping DeepOcean but it is clearly less vital economically for them). Part of this maybe long term planning to keep a decent base of contractor infrastructure for projects, but part of it maybe rational because previously for organising relatively minor workscopes larger contractors were simply making too much margin. A good way to reduce costs is to manage more internally in some circumstances, and especially in a declining market. I doubt you can be a viable tier 2 size contractor in the North Sea now without a relationship with Statoil to be honest, it just too big and too consistent in spend terms relative to the overall market size (Boskalis is clearly a tier 1 if you include its renewables business).

I still struggle to see Ocean Installer as a viable standalone concept. At the town hall recently the CEO stated that Hitecvision were in for another two years as they needed three of years of positive cash flow to get a decent price in a sale. But what is a buyer getting? They have no fixed charters on vessels (not that you need them) and no proprietary equipment or IP? All they have is track record and a Statoil relationship. In a volatile market even investors with as much money as Hitecvision must want to invest in businesses with a realistic chance of outperforming in the market?

The UKCS is a different story. Putting the Seven Navica into lay-up is an operational reflection of a point I have made here before: there is a dearth of UKCS CapEx projects. Demand is coming back in the IRM market overall but the diving market remains chronically oversupplied and this is likely to lead to much lower profits in a structural sense regardless of a cyclical upswing.

As I have said before Bibby, surely to be renamed soon if York cannot sell the business, remains by far in the weakest position now. Bibby appear to have won more than 70 days work for the Sapphire but that is just the wrong number. Bibby are caught in a Faustian pact where they need to keep the vessel operating to stop Boskalis getting market share, but they have no pricing power, and are not selling enough days to cover the cost of economic ownership on an annual basis. The embedded cost structure of the business overrides the excellent work on the ground the operational and sales staff do.

Boskalis with a large balance sheet are clearly using this year to get out and build some presence and market share. The operating losses from the Boka DSVs won’t please anyone, but would have been expected by all but the most optimistic, and all that is happening is they are building a pipeline for next year. Coming from Germany and the Netherlands, areas more cost-focused, gives them an advantage, as does their deep experience and asset base in renewables. Boskalis know full well the fragile financial structure of Bibby and this is merely a waiting game for them.

The problem for Bibby owner’s York Capital (or their principals if the music journalist from Aberdeen is to be believed)  is the lack of potential buyers beyond DeepOcean or Oceaneering. I spoke to someone last week who worked on the restructuring and told me it was a mad rush in the end as EY were £50m cash out in their forecast models of the business (which makes the June 17 interest payment comprehensible). This makes sense in terms of how York got into this it doesn’t help them get out, and frankly raises more (uninmportant) questions, because it was obvious to all in the offshore community Bibby was going to be out of cash by Nov/ Dec 17 but not to the major owner of the bonds? Bizzare.

Internally staff don’t believe the business is in anything other than “available for sale mode” because the cost cutting hasn’t come, the fate of the Business Excellence Dept is seen as a talisman for the wider firm, and there is no question of money being spent on the needed rebranding by year end unless required. A temporary CFO from a turnaround firm continues without any hint of a permanent solution being found for a business that continues to have major structural financial issues.

Managers at Bibby now report complete a complete lack of strategic direction and stasis, it would appear that winning projects at merely cash flow break even, with the potential for downside, is making the business both hard to get rid of and the current shareholders nervous of where their commitments will end. Any rational financial buyer would wait for the Fairfield decom job to finish and the Polaris and Sapphire to be dry-docked before handing over actual cash, but there is a strong possibility the business will need another cash infusion to get it to this stage. And even then, with the market in the doldrums, all you are buying is a weak DSV day rate recovery story with no possibility to adding capacity in a world over-supplied with DSVs and diving companies. An EBITDA multiple based on 2 x DSVs would see a valuation that was a rounding error relative to the capital York have put into the business. All that beckons is a long drawn out fight with Boskalis who will only increase in strength every year…

On that note Boskalis look set to announce an alliance with Ocean Installer. In a practical sense I don’t get what this brings? Combining construction projects with DSVs from different companies is difficult: who pays if a pipe needs relaying and the DSV has to come back into the field for example? But the customers may like it and having a capped diving cost may appeal to Ocean Installer… it’s more control than most of their asset base at the moment.

Subea 7 and Technip just need to keep their new DSVs working. They are building schedule at c. £120k per day and peak bookings at c.£150k per day and are winning the little project work there is. Although even the large companies are having to take substantially more operational and balance sheet risk to do this. The Hurricane Energy project, where Technip are effectively building on credit and getting paid on oil delivery, highlights that what little marginal construction work there is in the North Sea will go to companies with real balance sheet and field development integration skills. I have real doubts about this business model I will discuss another day: the solution to a debt crisis is rarely more leverage to a different part of the value chain.

But services are clearly holding up better than owning vessels. The contrast between the supply companies and the contracting companies continues the longer the downturn for vessels continues. The  old economic adage that organisation has a value is true. Technip and Subsea 7, along with McDermott and Saipem, have not needed to restructure as many vessel companies have. The worst years of the downturn were met with project margins booked in the best year of the upturn giving them time to restructure, hand back chartered ships, and reduce costs to cope with a new environment. There has been a natural portfolio diversification benefit the smaller companies and supply operators simply haven’t had.

Subsea 7 for example is a very different business to 2014 (investor presentation):

Subsea 7 cost reductions.png

Staff costs down 60% and a very decent effort at reducing vessel costs despite declining utilisation (and despite reducing vessel commitments by 12 vessels):

Subsea 7 vessel utilisation.png

In the past people in susbea used to say they were in the “asset business”. Without assets you couldn’t get projects. And that was true then. Now the returns in subsesa will come from adding intellectual value rather than being long on boats, and that is a very different business. In the North Sea it will lead to a clean out of those businesses who effectively existed only as entities that were willing to risk going very long on specific assets. I count Reach, OI, and Bibby in that group. Historically the returns to their asset base, or access to it, vastly exceeded all other economic value-added for these companies. The Norwegians went long on chartered vessels, Bibby chartered and purchased them, but it doesn’t matter in the end because service returns for such generic assets as OI and Reach run are minimal and easily repliacted, and the returns on DSVs are economically negative due to oversupply in Bibby’s case. Rigid reel pipe, full field development, long term embedded flexlay contracts in Brazil, all these provide sufficient economic return to ensure long term survival (very high organisational and commitment value), and a return that will exceed the cost of capital in an upturn. But for the smaller companies there isn’t a realistic prospect of replicating this now their returns from commoditised tonnage have been so dramatically lowered.

Outside of diving Bibby, OI, and Reach all do exactly the same thing: they charter ships only when they win work, after having dumped a ton of money tendering, and bid the same(ish) solution against each other. Bibby are even using an (ex) core OI asset for a break-even decommissioning job. In the end, regardless of the rhetoric, the compete on price doing this and it is a business model with low margins because it has low barriers to entry (i.e. a lot of people can do it). Eventually in a declining or very slowly growing market that leads to zero economic margin. And as subsea has shown in Asia what eventually happens is someone takes too much contractual risk with a vessel and gets wiped out in a bad contract. This is how the North Sea will rebalance for the marginal providers of  offshore contracting supply without a major increase in demand. That is as close to a microeconomic law as you can get. They simply do not have the scale in a less munificent market to compete.

Goiung forward balance sheets, intellectual capital, visible market commitment and financial resources will all be as important as the asset base of a company. Services will be important in economic terms, they will provide a positive economic return going forward, but not all services, and not in a volume likely to outweigh historic investments in offshore assets. There is a far more credible consolidation story for offshore contracting than for offshore supply with a smaller relative asset base spread over a global service provision set to tilt to regional purchasing by E&P companies.

For the North Sea as whole, a market that provided disproportionate structural profits due to the environmental requirements of the asset base and regulatory requirements, there is also the slow but gradual realisation that the supply chain will have to exist in a vastly less munificent environment than before. Scale will clearly be important here. A market that has contracted in size terms like the North Sea just doesn’t need as many marginal service companies, or assets, and that is the sad fact of life.

Private equity, boatless contractors, and Carillion… The future is in the east…

The death of private equity has been predicted many times before and this recent article is no exception. What is also not in question is that more people than ever are throwing money at private equity and alternative asset providers and that thay are expecting less from them:

“The investors have accepted the idea of lower returns as OK,” said the head of a private equity group. “It used to be that investors would earn 20 per cent net internal rate of returns. Now they are happy with 14 per cent or 15 per cent net internal rate of returns.”

What is not in question as well is that with ever more private equity money looking for returns the risk meter is being dialled up, which in offshore may present opportunities on the services side of the business, but with vessels and rigs, private equity money  will end up leaving the industry I think. An inability to get debt, lack of asset price inflation, and no other buyers for exit will be the core reasons.

Saying the offshore vessel industry is in chronic oversupply is really the same thing as saying there is too much capital in the industry. To rebalance some of this capital will leave via scrapping vessels, but some will also leave as investors can no longer justify holding their positions that require new equity to keep funding operating losses, or they realise they hold something unsellable. The question for the private equity firms in offshore is how they get out of investments where they are long on vessels? First Reserve are clearly doing all they can to get out of DOF Subsea and they have been some of the smartest energy investors around.

At the other end of the spectrum are York Capital and Hitecvision. Both initially backed start-up contracting companies looking to go long on vessels, then the market turned and they changed strategy to be vessel light, and now York have doubled down by buying more vesssels via Bibby. Hitecvision on the other hand have renogtiated with Solstad to reduce their exposure, closed out on Reef Subsea, and have tried to sell OI to MDR but failed.

The link here is how do these companies get out from these investments? The deeply related question is do you need a boat to a contractor? I mean obviously you need a vessel to deliver work offshore, but do you need a vessel under your control 365 via ownership or a time charter to be a contractor? The answer of course is that it depends… but if Asia is any clue to how the North Sea will go, in a situation where construction vessels are commodities, then things will be increasingly difficult for these two investors even as the market picks up. In Asia the reason margins have been structurally lower than the North Sea for years is solely because there were more competitors, and there were more competitors because there was a bigger choice of vessels, and therefore a relatively larger number of project managers who would charter one for a one off project.

But it is clearly the case is that a “boatless” contractor is more a lifestyle business than a serious economic or investable proposition. Without a vessel barriers to entry are low and all the business is really is a project management house charging 10-15% on the PM & Engineering, and then, when the market is good, some margin on the vessel. Such a company has only intangible assets, no intellectual property, can borrow virtually nothing, and its growth options are limited to how many engineers and project resource it is committed to hire. This is what is called a constant returns to scale business: no matter how much capital you throw at it you get back a 10-15% operating profit on the output which increases marginally to scale as the business becomes huge. There is also a fair bit of risk as when the market is weak, like now, and you have to bid lump sum and it runs over, the cost of the vessel is way beyond any margin you made elsewhere. It is exactly the business model of Carillion.

Now that the vessel market for OSVs is oversupplied, once pricing on certain projects gets above a certain level, any number of project management houses are likely to enter the market. In the old days when this wasn’t the case the rewards for going long on chartered (or owned) vessels was immense: as days rates increased annually those on long terms charters got an uptick in the charter rate but still only made 10-15% margin on the PM & Engineering. Now, if you are lucky, you get a 10% markup on the vessel and some operators are askling for direct pricing of the vessel or direct procurement.

There is no better example of this business model than Cecon Contracting (“Cecon”). Now don’t get me wrong Cecon is a great little business, but it is a lifestyle business. By that I mean it is a collection of guys in a shed at Arundel (a lovely shed btw I have been to a few times and they do a nice lunch) who meet at the office, and annually, if they are lucky, do a project in Angola, Tunisia, or some other exotic location. It is a lot like a boys golf weekend with a lot of pre-meets at the pub for planning, followed by the actual trip.  But there is nothing replicable or scaleable about this, and there is no forward order to book so to speak of. There is therefore nothing of value to sell. It’s a great little business for the guys involved, I wish I owned it (although being from NZ I don’t play golf), but it will be a lifestyle business forever. It is worth noting that one of the two projects they did last year one was the seafastening calculations for their own (or really Revers’) partially built vessel to get to cold stack, a project that on the open market would rank in the few tens of thousands (and maybe pay for the golf weekend). But Cecon has no operational shipping assets to speak of in its current incarnation (whereas Rever appears to have an asset in warm stack in Malaysia… like a lot of other people).

The entire asset base according to the Cecon website is a tensioner and stinger. In 2013 when  no one had one you may have been able to profit from the lack of supply with this asset base on the back of a Maersk R class, but the fact Cecon are offering it out for hire now should tell you where the market is at.  The Cecon vessels, ordered by Cecon AS (the original Cecon that went bankrupt), are so far from completion that at current rates of progress they will serve as a replacement for the Polaris when she retires in 10 years

So talk of merging it with Bibby Offshore to “enhance capabilities”, from Bcon to Cecon, just aren’t serious. I haven’t seen the “merger” documents (obviously), but I am assuming the legal form is the Norwegian company buying the assets of the UK Bibby Offshore (maybe it’s the other way I don’t know why though?). The only reason for doing this are either tax (yawn), to engineer some sort of default on creditors of the Bibby Offshore UK company (potentially the T&T tax authorities and US offices), or to obsfucate the investment value in Bibby Offshore (or some combination of all three) as the investors in the transaction work out how to get out of this. Based on Cecon’s published projects for last year in 2014 and 2016 the boys didn’t go golfing at all, and in 2017 a small marginal development (flowline 1 mile, moorings, a buoy, and a riser and one of the larger jobs they have done historically) was the only project. In the low single millions given the client and location I expect. There is no “industrial logic” for such a combination. If you need to merge with 5 guys in a shed in Arundel, with an asset base that consists of a stinger and tensioner, to enhance your capabilities, then you have a big problem.

Hitec’s position with Ocean Installer (“OI”) is no less easy. When it was set-up the relationship with Solstad, and OI’s willingness and ability to go long on vessels, but also the flexible lay systems on these vessels which were also in short supply, was a differentiator. But in addition to the growth in vessel numbers since 2012 there has been a boom in the associated supply of ancillary equipment for vessels, and that includes lay equipment. Companies such as Aquatic and MDL supply systems that were unavailable only a few years ago, and can be mobbed cost effectively on chartered tonnage. I am not saying they are suitable for every job, but the problem is lay spreads used to be used to make a ton of money of some jobs and more marginal money of others, now the some of more marginal jobs have gone for those committed to lay spreads 365 and therefore it is just not as profitable to have lay capability. Hitec/OI took some real equity risk here, and as happens sometimes, it didn’t work out.

Hitec/OI, like DOF Subsea, is a clear tier 2 contractor in every market it operates in, where procurement is all done regionally, and there is no economic benefit to being in all the markets it operates. It needs to pull out of everywhere apart from Norway/UKCS where Statoils’ desire to not get fleeced by Subsea7 and Technip has led it to favour smaller contractors, and just charter its 2 remaining vessels out when not working for OI in the North Sea. Because in every other market it is basically a Cecon without the golf but with a corporate overhead (and Stavanger just doesn’t have the views of Arundel).

The OI problem is the Cecon problem simply of greater scale and potentially of greater losses over the years. The price any rational buyer for OI would pay is surely capped at the cost of assembling a similar group of people, chartering similar assets, and winning some backlog. The “vessel premium” for having gone long assets at the right time is gone and the replacement cost is well below the original assembly cost. Hitecvision’s apparent insistence that OI must stand on its own financially now marks the understanding that this investment is about limiting the loss here rather than a realistic proposition of making money on the deal. Hitecvision had a great business model, where they took smart Norwegian companies international and they picked up an increase in both the multiple on sale and the quantum it was based on, but there is nothing in OI that allows them to do this.

I wouldn’t be surprised to see some combination between OI and BeCon at some point. The problem for Hitec will be taking on the operating losses of BeCon but no doubt the respective owners can convince themselves that two loss-making donkeys can make a thoroughbred… for a short time anyway.

Bibby Offshore restructuring: Latham and Watkins, York Capital, and DeepOcean/Triton…

Latham and Watkins, legal advisers to Bibby Offshore Holdings Limited in their restructuring, recently published a ‘thought leadership’ article on the transaction. It is a short read, and as an exercise in varying perceptions, well worthwhile if you followed the relatively shambolic proceeds that allowed the company to reach it’s current state.

I liked this line:

In early 2017, Bibby Offshore’s directors determined that the company’s capital structure had to be right-sized and that additional liquidity was required to meet the challenging market conditions facing the business.

This is a business that lost £1m a week in 2016 of actual cash. How early in 2017 did the directors determine the need for a change in the capital structure? As I noted in June 2017 paying the interest payment was irresponsible when the business needed new funding within the next few months. The fact is this transaction only started seriously in August, as testified by York claiming £200k per month for their efforts from that point (and public announcements by Bibby at that time), but by which time the business was insolvent in an accounting sense, only a going concern because they were in discussions about a transaction, and the restruucturing plan itself presented when the business was literally days away from administration as they were down to ~£2m cash.

The fact that Moodys downgraded Bibby Offshore Holdings Ltd in Nov 2016 could also have been a hint?

In fact in March 2017 the Chairman of BOHL (who later lost his job in part because of this fiasco) made this statement :

Mike Brown 23 March 2017

I guess it wasn’t that early in 2017 the Directors came to that realisation then? Like, “well positioned” apart from the fact they were running out of money? Or did they just decide to print something blatantly untrue in their statutory accounts?

Maybe this line from the CEO (25 March 2017):

CEO Bibby 25 March

This disclaimer “apart from losing £1m per week at operating cash flow level and we will therefore need to right-size the capital structure” should really have been added to make the Latham and Watkins story credible. Or maybe this one:

Bibby CEO March 2017

In case orders should increase rapidly?!!! Turnover in 2017 dropped 50% over the previous year and they obviously had to drawdown on the revolver! Surely this was obvious by the end of March (which most people calculate as nearly 25% of the way through the year)? The Bibby directors don’t sound like a group of proactively looking at a restructuring “early” in the year here. Reference to the Bibby shareholders putting money in is comedically short given the known financial position of the Group and how far underwater the equity was.

You literally cannot make this up (unless you are a lawyer I guess?).

Look, I get this is essentially a small marketing piece for Latham and Watkins (the vessel on pictured on their website isn’t even an offshore vessel, yet alone a Bibby Offshore one), and they are being diplomatic. But the truth is the Bibby restructuring was a highly uncontrolled event by a management team out of their depth and a shareholder unwilling to accept the reality of his financial situation. All the documents (since taken down) relating to the transaction were clearly drafted late in the process and reflected the power, and weakness, of York at that stage who was committed to a deal. The restructuring agreement contained wide ranging clauses designed in lieu of actual execution documents that would be drafted when more time was available. This is not a criticism of Latham and Watkins, to get a deal over the line at that stage, when it appears that Barclays had refused to extend the revolving credit facility and the much vaunted “supportive shareholder” was unwilling to put anything in, was creating a situation that would have led to an immediate administration, it is therefore a considerable achievement. But it was that close.

The reason I am going on about the past is that it is impossible to understand the dire current position of Bibby Offshore without understanding the context. I guess if you buy companies with zero due diligence you have to expect the occassional dud, and it is clear this is a bomb that has blown up in the investors face.

The crucial point is this say Latham and Watkins:

As echoed by Bloomberg’s comment on the transaction: “(….) this is about as fair of a deal for all creditors as I have seen. Parties may differ on what the future holds, but the terms of the restructuring are clear and equitable. This is a text-book restructuring (…)”.

The reason for this is clear: York and their co-investors dramatically overpaid. The rest of the creditors were happy because they couldn’t believe the terms that someone was putting money in at! The old saying that “if you don’t know who is getting screwed on a deal it’s you” is apt here. The only question now is how much money the Bibby investors lose and how quickly?

One of the great mysteries of this deal is why York, charging £200k per month for their competence and skill, allowed the business not to go through an administration process (which they would have controlled as the largest creditor), and emerge via a pre-pack debt free. The business had virtually no backlog, and as has happened in the Norwegian restructurings, trade creditors can be protected. By not doing this the business has been saddled with many of the historic obligations that now call into question the viability of the business. In particular the office space in Aberdeen and the US (both entered into at the peak of the market), residual liabilities to Olympic (the Ares redelivery costs are owing and the Olympic Bibby charter), and ROV leases and hangers, redundancy costs, Trinidad tax etc, all these costs must be paid for from current market revenues and rates which are significantly below levels when the contracts were entered into, by a business that is dramatically smaller in scale.

A quick look at the uses of the £50m rights issue shows Bibby Offshore to have solved its immediate financial problems but it has not solved the issues with its economic model. Without a substantial change in market conditions the business will require a further capital injection, potentially as early as later this year. This is a rough guide to how much cash Bibby Offshore currently has available:

Bibby 50m.png

I have made aload of assumptions here, I have, for example, no idea what the Latham and Watkins fee or EY fee is, but have made an esitmation based on London Big 4 rates. If anything I could have underplayed these, but the overall number will be correct within a few million, especially as trading losses are likely to have been higher. I haven’t included rebranding costs as York are hoping to flip this prior to dropping a 6 figure number on these. The point is this though: it is not exactly an impregnable balance sheet and unless market rates for DSVs rise substantially, and there is no indication they are doing so, it will not be enough to get to this time next year as a credible going concern. Bibby/ York realistically require victory in the (highly speculative) EMAS case for the business to have a viable financing strategy that can absorb trading losses for longer than the ~£20m they realistically have available.

I believe York confused a liquidity crisis for a solvency crisis and therefore acted as if all the business needed was a short-term cash facility. York appear desperate now to offload the business quickly to Triton/ DeepOcean. There are few other logical buyers and yet there are huge challenges if Triton/DeepOcean take on this risk. DeepOcean appear to be keeping the diving personnel on to give them some options in this area.

One challenge is contractual risk: Bibby Offshore recently won a large decomissioning job for Fairfield. I haven’t seen the exact specs, but it is probably ~30 days DSV work and ~120 days ROV work. Which is good… but … to win they have taken all weather risk, which is just gambling. They may have needed to in order to win the work, but that is taking an active decision to take risk that you cannot mitigate. It may all work out well and they could make a profit, but a bad summer and the boats will be bobbing around unpaid while they finish the work, and all to Bibby’s account. For a small loss-making, undercapitalised, contractor that is a disaster scenario. Anyone buying the company would be mad to take on this, literally, incalculable risk. Why not just wait and see what happens?

The problem for the seller is the longer the cash burn continues the weaker their position becomes and the harder raising, or justifying raising, capital will be. Bibby’s competitive position is significantly weaker than a year ago with Boskalis buying the Nor vessels. Bibby faces three very well capitalised companies who are clearly committed to the market. Any further fundraising for the company would recognise this, and the fact is that the Bibby fleet is older than comparative fleets.

There are very few investors who will continually inject new money into a micro-scale, loss making, niche business, competing against three global players with strong balance sheets, in an industry that requires vast quantities of CapEx , has over capacity issues on the supply side, with weak demand growth forecast, and a realistic chance of dropping from the #3 player to number #4. And that is exactly the scenario facing Triton/DeepOcean as well (they can capture some cost savings but how much do you pay for those when the order book is less than a year and your newest competitor has €1bn cash?).

The whole economic and market environment has changed. DSV rates look to be settling at £100-130k for the Boskalis/Bibby fleets (slightly higher for the Technip/SS7 new builds) and at that level I don’t think the business model, especially with historic obligations, works. Is there really room for four DSV companies in the North Sea market? in 2014 the Harkand boats worked in Africa to get utilisation. If not, do Bibby, currently operating at a trading loss, have a real plan to battle it out against 3 publicly listed giants, with no other plan than a market turnaround in day rates? Without CapEx work picking up the IRM space will be competitive for years.

The big surprise is how slow the inevitable restructuring has been. The US and Norwegian offices were closed within weeks (despite L&W claiming ” that it has a strong consolidated position from which to expand in the markets in which it operates”) but there are well over 200 people in Aberdeen! 3 vessels working have to cover not only the crew onboard but nearly 70 people onshore per vessel as well (and some very expensive consultants to boot at the moment). That is totally unsustainable and it is causing the company to burn through its much vaunted cash pile. The DOF Subsea ratio is 1 boat to 42 people.

Scale and legacy cost issues pervade the business: the Bibby office in Aberdeen, for example, must be at least £3.5m per annum, that means even with three vessels working 270 days each one needs c.to earn £4.4k per day just to pay for a proportionate share of it. And these three vessels still have to pay for the US office until they can get out of the ten year lease. The same for the ROV hanger. The same for the upcoming restructuring and redundancy costs. There are simply too few boats working to cover proportionately the expenses being incurred.

In addition Bibby Offshore has the least competitive asset base of any North Sea DSV contractor. The Bibby Polaris needs a fourth special survey next year. At 20 years old she is two generations behind the newer vessels (the Bibby ST and Tecnhip/SS7 newbuilds), the forward bell arrangement is awkward, and the carousel is not efficient. So even if someone paid the equivalent of £20m for the vessel, and assuming you got ten years of life out of it that means c.£7500 per day in depreciation if the vessel works 270 days a year, over and above running and financing cash costs. If the drydocks come in over budget you would be lucky to achieve even cash breakeven at current market rates. PE investors, like York, mainly talk cash, which is fine until you run into an asset with a finite life. Sell the vessel out of the North Sea and you would be lucky to get £10m, and it would cost you six months running costs to get that.

The Bibby Sapphire looks to have temporarily avoided the fate of layup and is currently at anchor in Aberdeen. Sapphire will dive some days this summer, but having an asset that is needed only 90-100 days a year, at £100-120k per day (less 50k for project crew), is not economic at more than a de minimus price when the full 365 costs are taken into account and dry-docks/surveys are needed. Yes, she can work as an ROV vessel as well, but in-case no one noticed the reason that companies like Reach, M2, and ROVOP are making money at the moment is that they get the boat for free (in an economic sense).

I get how the spreadsheet added up to £115m Bibby valuation that York led the investment at… it’s just the assumptions required to get there that I think are erroneous.

York don’t have a good track record in offshore. Cecon, which York gained control of via distressed bonds, was a disaster, and for many of the same reasons the Bibby Offshore: a fundamental misunderstanding of the asset base and business model of the acquisition. The rump of Cecon is Rever Offshore, which mainly consists of a rusting hulk in Romania (ironically named the Cecon Excellence originally), rapidly going nowhere. York may have made some money off the one  Cecon vessel sold to Fortress at the peak of the market… But transactions such as this saw York Capital Management lose a significant portion of assets under management in 2017:

…funds to see withdrawals included York Capital Management, which lost $6.10 billion [from $22.3bn to 16.2bn]. The fund posted negative 2015 performance of 14% and was flat in 2016, a year in which The Wall Street Journalreported fund CEO Jamie Dinan said he experienced “his most intense client interactions in years.” That can happen when dramatically underperforming benchmarks.

York must be hoping there is a hoping there is another financial buyer who knows even less about subsea than they do.  Triton/DeepOcean want to make sure that York’s one good investment in offshore, their minority position in DeepOcean, doesn’t go the way of their other investments in the sector by trying to take advantage of York’s … er … skills…

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.