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8-K - FORM 8-K - GULFMARK OFFSHORE INCglf20151109_8k.htm

Exhibit 99.1

 


 

GulfMark Offshore Announces

Third Quarter 2015 Operating Results

 

 

HOUSTON, November 9, 2015—GulfMark Offshore, Inc. (“GulfMark” or the “Company”) (NYSE: GLF) today announced its results of operations for the three- and nine-month periods ended September 30, 2015. Quarterly highlights include:

 

 

Generated Cash from Operations of $7.9 Million After Semi-Annual Interest Payments.

 

Reduced Direct Operating Expenses, Before Special Items, by 10% vs. Previous Quarter.

 

Forecasting Additional Decrease in Direct Operating Expenses of Approximately 19% from Q3 to Q4 2015, Before Special Items.

 

Lowered General and Administrative Expenses, Before Special Items, by 4% vs. Previous Quarter.

 

Recorded Non-Cash Pre-Tax Impairments to PP&E, Goodwill, and Intangible Assets of $152.1 Million.

 

Total Liquidity Was Approximately $280.0 Million at Quarter End.

 

For the third quarter ended September 30, 2015, revenue was $60.7 million, and net loss was $185.2 million, or $7.48 per diluted share. Included in the results are after-tax special items described below that totaled $171.6 million or $6.93 per diluted share. Quarterly loss before these special items was $13.6 million or $0.55 per diluted share.

 

Quintin Kneen, President and CEO, commented, “In this difficult operating environment, we are pleased with our ability to improve the aspects of our business that are under our control during the downturn. Our cost reductions continue to be strong, and we see costs falling even further in the coming quarters. Our ability to quickly reduce costs has been essential to our ability to maintain positive cash flows and decreasing debt levels.

 

“We are managing our working capital efficiently. We generated cash from operations during the quarter, even after taking into account our semi-annual interest payments. We paid down our revolver by $49 million during the quarter, and we improved our net debt position from last quarter. We are committed to preserving liquidity, creating operational flexibility, and continuing to reduce our level of net debt prospectively.

 

“Regionally, our franchise position in the North Sea region continues to perform extremely well in a difficult market. Our September utilization was the highest utilization month of the quarter, approaching 85% and reversing the downward trend we had seen for several months. Our Norwegian vessels performed well, achieving higher than 97% utilization during the quarter, and our UK vessels saw a 4 percentage point increase in utilization during the last month of the quarter. Our overall utilization in the North Sea during Q3 was 84%, while our marketed utilization was an exceptional 94%.

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 2 

 

“Overall, the global market continues to be difficult, with decreasing rates and utilization. Although consolidated revenue was below guidance, we continued to make significant strides in reducing operating costs, which came in at the low end of our guidance. We anticipate maintaining positive cash flow from operations by exploiting market opportunities as they arise and furthering the expense reduction initiatives in progress. Our anticipated full-year 2015 direct operating expense savings are approximately $70 million, which is an improvement of more than $10 million since the end of the second quarter. We are confident that there are more cost savings to come in 2016. Importantly, we believe that we can accomplish these cost savings while maintaining our overall commitment to safety and quality.”

 

Kneen continued, “We remain focused on our previously stated goals of opportunistically selling vessels, reducing operating costs and maintaining capital discipline.”

 

Consolidated Third-Quarter Results

 

Consolidated revenue for the third quarter of 2015 was $60.7 million, compared with $74.5 million in the second quarter. Consolidated revenue fell due to a 10% sequential decrease in average day rate to $14,810 from $16,428 in the previous quarter, while utilization fell to 64% from 69% in the second quarter. Consolidated operating loss was $167.1 million, compared with $4.2 million in the second quarter. Excluding special items in both quarters, consolidated operating loss sequentially declined to $12.8 million from a loss of $2.7 million in the second quarter, due to lower revenue partially offset by lower operating and general and administrative costs.

 

The third quarter results include five special items totaling $171.6 million net of tax ($6.93 per diluted share), of which $168.7 million ($6.81 per diluted share) was non-cash. The Company impaired a portion of its U.S.-based fleet, U.S. construction in progress, all of its goodwill, and all of its intangible assets. As a result, these impairment charges, net of tax, include $72.0 million related to vessels and equipment and construction in progress, $22.5 million related to goodwill, and $8.5 million related to intangible assets. The Company also recorded discrete non-cash tax charges during the quarter, including a non-cash charge for the repatriation of a portion of its foreign cash. The net amount recorded for these special items was a one-time non-cash tax charge of $66.2 million. Additionally, the Company recorded workforce redundancy charges during the quarter, recorded a gain on the previously disclosed asset sale, and wrote down debt issuance costs associated with the revolving credit facilities amendments. A summary of these special charges is provided in the tables at the end of the earnings release.


 

Regional Results for the Third Quarter

 

In the North Sea region, third-quarter revenue was $33.7 million, compared with $36.6 million in the second quarter. The average day rate fell 7% to $15,985 from $17,110 in the second quarter, which was the primary reason for the decrease in revenue. Although rates fell slightly, the Company exited the summer work season with improved utilization. Utilization remained relatively flat from the prior quarter, and the Company’s utilization in the North Sea, exclusive of stacked vessels, was 94% during the third quarter. The Company has seven vessels currently stacked in the North Sea.

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 3 

 

Third-quarter revenue in the Southeast Asia region was $7.2 million, compared with $11.0 million in the second quarter. The change in revenue was due to a decline in average day rate of 13% to $10,331 from $11,817 in the second quarter, combined with an 11 percentage point utilization decline. The Company has three vessels currently stacked in Southeast Asia.

 

Third-quarter revenue for the Americas region was $19.7 million, compared with $26.9 million in the previous quarter. Average day rate decreased 15% from the prior quarter due to the continued softening in the market. Utilization decreased 8 percentage points to 47% from 55% in the second quarter, due to the continued weakness in the spot market and the effect of stacking several vessels in the U.S. Gulf of Mexico. The Company’s utilization in the Americas, exclusive of stacked vessels, was 66% during the third quarter. The Company has 13 vessels currently stacked in the Americas.

 

Consolidated Operating Expenses for the Third Quarter

 

Direct operating expenses for the third quarter were $40.5 million including the workforce redundancy charges. This is a decrease of $5.4 million, or 12%, from the second quarter. The decrease was due mainly to lower labor costs related to stacking vessels and wage reductions, combined with lower repairs and maintenance, supplies and consumables and fuel expense. Drydock expense in the third quarter was $3.9 million, slightly below the Company’s previous guidance. General and administrative expense was $13.3 million for the third quarter. Excluding exit and severance costs, general and administrative expense was $11.1 million, on the low end of the Company’s guided quarterly run rate. Including the special items mentioned previously, tax expense during the quarter was $8.0 million. The Company expects a tax rate of 35% to 40% going forward, though cash taxes will likely be close to zero in the near term as the company continues to absorb net operating losses.

 

Guidance

 

Looking forward, the Company expects revenue in the fourth quarter to be between $46 and $51 million. GulfMark expects fleet-wide utilization to be between 53% and 57% for the fourth quarter, and expects its global average day rate for the fourth quarter to decrease by approximately 7% to 10% sequentially. Due to its expense reduction initiatives, GulfMark now anticipates fourth quarter direct operating expenses to be between $31 million and $34 million, and full year direct operating expenses to be between $166 and $169 million excluding special items. This represents an additional reduction of more than $10 million or 5% from the previous annual target. Excluding special items, the Company expects general and administrative expense to be between $10 million and $11 million in the fourth quarter. The Company does not expect to incur any drydock expense during the fourth quarter, resulting in a full-year expected drydock expense of $15.3 million.

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 4 

 

Liquidity and Capital Commitments

 

Cash provided by operating activities totaled $7.9 million in the third quarter. Cash on hand at September 30, 2015, was $31.2 million, and $23.0 million was drawn on the revolving credit facilities. Total debt at September 30, 2015 was $523.6 million, and debt net of cash was $492.5 million. Net debt was reduced by approximately $2.0 million during the quarter. Net debt to book capital was 39% at the end of the quarter, and total liquidity (cash plus available revolver) was approximately $280.0 million at September 30.

 

Net capital expenditures during the third quarter totaled $3.1 million, which included $7.3 million of payments on the construction of new vessels and $3.3 million for vessel enhancements and other capital expenditures, offset by proceeds of $7.5 million received for the sale of one vessel. As of September 30, 2015, the Company had approximately $61.0 million of remaining capital commitments related to the construction of three vessels. The Company expects to fund these commitments from cash on hand, cash generated by operations, and borrowings under the revolving credit facilities.

 

Conference Call/Webcast Information

 

GulfMark will conduct a conference call to discuss earnings with analysts, investors and other interested parties at 9:00 a.m. Eastern Time on Monday, November 9, 2015. To participate in the call, investors in the U.S. should dial 1-888-317-6003 at least 10 minutes before the start time and when prompted, enter the conference passcode 9553386. Canada-based callers should dial 1-866-284-3684, and international callers outside of North America should dial 1-412-317-6061. The webcast of the conference call also can be accessed by visiting our website, www.gulfmark.com. An audio file of the earnings conference call will be available on the Company’s website approximately two hours after the end of the call.

 

GulfMark Offshore, Inc. provides marine transportation services to the energy industry through a fleet of offshore support vessels serving major offshore energy markets in the world.

 

Contact:      Michael Newman

                     Investor Relations          

E-mail:         Michael.Newman@GulfMark.com

                    (713) 963-9522

 

Certain statements and information in this press release may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. All comments concerning our expectations for future revenues are based on our forecasts for our existing operations. Our forward-looking statements involve significant risks and uncertainties (some of which are beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the price of oil and gas and its effect on offshore drilling, vessel utilization and day rates; industry volatility; fluctuations in the size of the offshore marine vessel fleet in areas where the Company operates; changes in competitive factors; delays or cost overruns on construction projects, and other material factors that are described from time to time in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Consequently, the forward-looking statements contained herein should not be regarded as representations that the projected outcomes can or will be achieved. These forward-looking statements speak only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 5 

 

   

UNAUDITED

 
                                         

Income Statements

 

Three Months Ended

   

Nine Months Ended

 

(in thousands, except per share data)

 

September 30,

   

June 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2015

   

2015

   

2014

   

2015

   

2014

 
                                         

Revenue

  $ 60,668     $ 74,461     $ 128,686     $ 224,221     $ 379,651  

Direct operating expenses

    40,509       45,946       62,230       137,680       178,253  

Drydock expense

    3,932       2,436       4,353       15,341       16,249  

General and administrative expenses

    13,315       11,521       15,021       35,800       46,913  

Depreciation and amortization

    18,674       18,765       19,168       55,927       56,729  

Impairment charges

    152,103       -       -       152,103       7,459  

Gain on sale of assets and other

    (784 )     -       (6,877 )     (784 )     (6,877 )

Operating Income (Loss)

    (167,081 )     (4,207 )     34,791       (171,846 )     80,925  
                                         

Interest expense

    (9,979 )     (8,194 )     (7,840 )     (26,331 )     (22,002 )

Interest income

    71       74       49       189       79  

Foreign currency gain (loss) and other

    (267 )     (30 )     (1,859 )     (970 )     (345 )

Income (loss) before income taxes

    (177,256 )     (12,357 )     25,141       (198,958 )     58,657  

Income tax benefit (provision)

    (7,970 )     4,112       (797 )     361       (3,557 )

Net Income (Loss)

  $ (185,226 )   $ (8,245 )   $ 24,344     $ (198,597 )   $ 55,100  
                                         

Diluted earnings (loss) per share

  $ (7.48 )   $ (0.33 )   $ 0.92     $ (8.04 )   $ 2.09  

Weighted average diluted common shares

    24,767       24,696       26,390       24,690       26,394  
                                         

Other Data

                                       

Revenue by Region (000's)

                                       

North Sea

  $ 33,743     $ 36,578     $ 61,781     $ 110,521     $ 172,658  

Southeast Asia

    7,185       10,989       13,930       31,503       49,665  

Americas

    19,740       26,894       52,975       82,197       157,328  

Total

  $ 60,668     $ 74,461     $ 128,686     $ 224,221     $ 379,651  
                                         

Rates Per Day Worked

                                       

North Sea

  $ 15,985     $ 17,110     $ 23,974     $ 17,155     $ 23,151  

Southeast Asia

    10,331       11,817       15,419       12,209       15,329  

Americas

    15,310       17,991       23,969       17,919       23,286  

Total

  $ 14,810     $ 16,428     $ 22,587     $ 16,495     $ 21,716  
                                         

Overall Utilization

                                       

North Sea

    83.5 %     82.9 %     90.9 %     83.2 %     89.9 %

Southeast Asia

    59.4 %     70.4 %     66.8 %     71.5 %     78.0 %

Americas

    47.0 %     55.1 %     83.2 %     56.4 %     87.1 %

Total

    63.7 %     69.1 %     83.1 %     69.9 %     86.4 %
                                         

Average Owned Vessels

                                       

North Sea

    28.1       29.0       31.0       28.8       30.4  

Southeast Asia

    13.0       13.0       15.1       13.0       15.7  

Americas

    30.0       30.0       29.0       30.0       28.6  

Total

    71.1       72.0       75.1       71.7       74.7  
                                         

Drydock Days

                                       

North Sea

    17       -       -       79       96  

Southeast Asia

    41       27       22       77       88  

Americas

    8       33       65       175       189  

Total

    66       60       87       331       373  
                                         

Drydock Expenditures (000's)

  $ 3,932     $ 2,436     $ 4,353     $ 15,341     $ 16,249  

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 6

 

Consolidated Balance Sheets

 

As of

 

(dollars in thousands)

 

September 30,

   

June 30,

   

September 30,

 
   

2015

   

2015

   

2014

 

Current assets:

                       

Cash and cash equivalents

  $ 31,172     $ 78,390     $ 32,663  

Trade accounts receivable, net of allowance for doubtful accounts of $1,424, $1,477, and $2,504, respectively

    55,353       70,634       102,728  

Other accounts receivable

    7,624       8,158       11,621  

Prepaid expenses and other current assets

    19,459       21,057       24,273  

Total current assets

    113,608       178,239       171,285  
                         

Vessels, equipment and other fixed assets at cost, net of accumulated depreciation of $458,917, $461,485 and $453,880, respectively

    1,228,229       1,369,451       1,427,228  

Construction in progress

    69,596       90,799       122,000  

Goodwill

    -       23,755       28,979  

Intangibles, net of accumulated amortization of $0, $20,182 and $18,018, respectively

    -       14,416       16,581  

Cash held in escrow

    -       -       3,683  

Deferred costs and other assets

    18,182       20,131       22,062  

Total assets

  $ 1,429,615     $ 1,696,791     $ 1,791,818  
                         

Current liabilities:

                       

Accounts payable

  $ 15,051     $ 13,010     $ 27,720  

Income and other taxes payable

    7,482       6,174       5,507  

Accrued personnel costs

    13,421       14,617       22,620  

Accrued interest cost

    1,604       9,649       1,451  

Other accrued liabilities

    5,354       6,888       12,143  

Total current liabilities

    42,912       50,338       69,441  

Long-term debt

    523,638       572,669       518,959  

Long-term income taxes:

                       

Deferred tax liabilities

    106,121       93,603       102,538  

Other income taxes payable

    20,834       25,378       24,668  

Other liabilities

    6,837       6,127       6,390  

Stockholders' equity:

                       

Preferred stock, no par value; 2,000 authorized; no shares issued

    -       -       -  

Class A Common Stock, $0.01 par value; 60,000 shares authorized; 27,965, 27,934 and 27,276 shares issued and 25,738, 25,706 and 26,723 outstanding, respectively; Class B Common Stock $0.01 par value; 60,000 shares authorized; no shares issued

    273       272       270  

Additional paid-in capital

    416,602       414,751       408,734  

Retained earnings

    460,819       646,043       658,339  

Accumulated other comprehensive income (loss)

    (79,928 )     (43,042 )     25,454  

Treasury stock, at cost

    (76,987 )     (77,792 )     (30,610 )

Deferred compensation expense

    8,494       8,444       7,635  

Total stockholders' equity

    729,273       948,676       1,069,822  

Total liabilities and stockholders' equity

  $ 1,429,615     $ 1,696,791     $ 1,791,818  

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 7 

 

Consolidated Statements of Cash Flows (unaudited)

 

Three Months Ended

   

Nine Months Ended

 

(dollars in thousands)

 

September 30,

   

June 30,

   

September 30,

   

September 30,

   

September 30,

 
   

2015

   

2015

   

2014

   

2015

   

2014

 

Cash flows from operating activities:

                                       

Net income (loss)

  $ (185,226 )   $ (8,245 )   $ 24,344     $ (198,597 )   $ 55,100  

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

                                       

Depreciation and amortization

    18,674       18,765       19,168       55,927       56,729  

Gain on sale of assets

    (784 )     -       (5,520 )     (784 )     (5,520 )

Stock-based compensation

    1,621       1,845       1,817       5,270       7,459  

Amortization of deferred financing costs

    594       623       470       1,799       5,607  

Provision for doubtful accounts receivable, net of write-offs

    (5 )     (63 )     (16 )     (960 )     1,396  

Impairment charge

    152,103       -       -       152,103       2,158  

Deferred income tax benefit

    12,614       (5,391 )     (2,107 )     2,689       (1,969 )

Foreign currency transaction (gain) loss

    634       (1,043 )     1,820       157       888  

Change in operating assets and liabilities:

                                       

Accounts receivable

  $ 14,199     $ 8,360     $ 21,430     $ 33,281     $ (7,010 )

Prepaids and other

    836       49       (272 )     (2,674 )     (6,601 )

Accounts payable

    2,373       (5,608 )     (87 )     (6,998 )     966  

Other accrued liabilities and other

    (9,684 )     5,490       (5,216 )     (15,924 )     (3,891 )

Net cash provided by operating activities

  $ 7,949     $ 14,782     $ 55,831     $ 25,289     $ 105,312  

Cash flows from investing activities:

                                       

Purchases of vessels, equipment and other fixed assets

    (10,570 )     (9,686 )     (20,892 )     (31,874 )     (142,523 )

Release of deposits held in escrow

    -       -       -       3,683       5,060  

Proceeds from disposition of vessels and equipment

    7,511       -       15,361       8,226       15,361  

Net cash used in investing activities

    (3,059 )     (9,686 )     (5,531 )     (19,965 )     (122,102 )

Cash flows from financing activities:

                                       

Proceeds from borrowings under revolving loan facilities

    11,000       12,000       -       39,000       50,045  

Repayment of borrowing under revolving loan facilities

    (60,000 )     -       (25,703 )     (60,000 )     (30,703 )

Cash dividends

    -       -       (6,586 )     -       (20,007 )

Stock repurchases

    -               (8,189 )     -       (8,189 )

Debt issuance costs

    (1,352 )     (35 )     (2,561 )     (2,578 )     (2,561 )

Proceeds from issuance of stock

    174       221       265       702       787  

Net cash provided by (used in) investing activities

  $ (50,178 )   $ 12,186     $ (42,774 )   $ (22,876 )   $ (10,628 )

Effect of exchange rate changes on cash

    (1,930 )     1,261       (803 )     (2,061 )     (485 )

Net increase (decrease) in cash and cash equivalents

    (47,218 )     18,543       6,723       (19,613 )     (27,903 )

Cash and cash equivalents at beginning of period

    78,390       59,847       25,940       50,785       60,566  

Cash and cash equivalents at end of period

  $ 31,172     $ 78,390     $ 32,663     $ 31,172     $ 32,663  

Supplemental cash flow information:

                                       

Interest paid, net of interest capitalized

  $ 15,396     $ (588 )   $ 16,216     $ 30,169     $ 28,603  

Income taxes paid, net

    437       538       1,223       1,371       3,585  

 

 
 

 

 

GulfMark Offshore, Inc.

Press Release

November 9, 2015

Page 8

 

Contract Cover

 

As of November 9, 2015

   

As of October 20, 2014

         
   

2015

   

2016

   

2014

   

2015

         

Region:

 

Vessel Days

   

Vessel Days

   

Vessel Days

   

Vessel Days

         

North Sea

    65 %     38 %     72 %     39 %        

Southeast Asia

    44 %     19 %     84 %     22 %        

Americas

    28 %     7 %     57 %     16 %        

Overall Fleet

    46 %     22 %     68 %     26 %        
                                         
                                         

Reconciliation of Non-GAAP Measures: Three Months Ended September 30, 2015

                                       

(dollars in millions, except per share data)

 

Operating Income (Loss)

   

Other Expense

   

Tax (Provision) Benefit

   

Net Income (Loss)

   

Diluted EPS

 

Before Special Items

  $ (12.8 )   $ (8.4 )   $ 7.6     $ (13.6 )   $ (0.55 )

Impairment Charge

    (152.1 )     -       49.1       (103.0 )     (4.16 )

Tax Repatriation Charge and Other

    -       -       (66.2 )     (66.2 )     (2.67 )

Gain of Vessel Sale

    0.8       -       -       0.8       0.03  

Loan Fee Write-Off

    -       (1.8 )     0.7       (1.1 )     (0.04 )

Workforce Redundancy Charges

    (2.9 )     -       0.8       (2.1 )     (0.09 )

U.S. GAAP

  $ (167.1 )   $ (10.2 )   $ (8.0 )   $ (185.2 )   $ (7.48 )
                                         

Reconciliation of Non-GAAP Measures: Three Months Ended June 30, 2015

                                       

(dollars in millions, except per share data)

 

Operating Income (Loss)

   

Other Expense

   

Tax (Provision) Benefit

   

Net Income (Loss)

   

Diluted EPS

 

Before Special Items

  $ (2.7 )   $ (8.2 )   $ 4.1     $ (6.8 )   $ (0.27 )

Workforce Redundancy Charges

    (1.5 )     -       0.0       (1.5 )     (0.06 )

U.S. GAAP

  $ (4.2 )   $ (8.2 )   $ 4.1     $ (8.2 )   $ (0.33 )

 

Vessel Count by Reporting Segment

                               
   

North Sea

   

Southeast

Asia

   

Americas

   

Total

 

Owned Vessels as of July 22, 2015

    28       13       30       71  

Newbuild Deliveries/Additions

    0       0       0       0  

Sales & Dispositions

    0       0       0       0  

Owned Vessels as of November 9, 2015

    28       13       30       71  

Managed Vessels

    3       0       0       3  

Total Fleet as of November 9, 2015

    31       13       30       74