Seadrill Ltd

NYSE:SDRL

Earnings Call Transcript 2022-Q2

[Operator]

Good afternoon, and welcome to the Seadrill Q2 2022 Results Call. My name is Charlie, and I'll be coordinator today. [Operator Instructions]

I'll now hand over to your host, David Warwick, Director of Investor Relations, to begin. David, please go ahead.

[David Warwick, executive]

Thank you, and good afternoon, everyone, and good morning to our participants the Americas. My name is David Warwick, and I'm the Director of Investor Relations at Seadrill. I'm delighted to welcome you to today's earnings call for Q2 2022.

I would like to start by introducing you to the Seadrill team on today's conference call: Simon Johnson, President and Chief Executive Officer; Grant Creed, EVP and Chief Financial Officer; Tyson De Souza, VP and Group Controller; Leif Nelson, EVP and Chief Operating and Technology Officer; and Samir Ali, our new Chief Commercial Officer. I will shortly hand over to Simon who will introduce you to our quarterly operational and commercial highlights. Grant will then take you through our financial performance in Q2 before handing back to Simon to summarize today's presentation. Following this, we will be inviting questions from industry and sell-side analysts.

For those joining us via conference call, you will be able to access a copy of this presentation via the Investor Relations section of the Seadrill website. Please note that this conference call is being recorded and a webcast replay for the call will be made available on our website in due course.

Before we commence, I would like to notify you of the disclaimer statement made on Slide 2. Simply put, we will be referring to forward-looking statements related to the business and company that are not historical factors. Such statements and assumptions are based on current expectations and are therefore subject to certain risks and uncertainties. There are many factors which could cause actual performance and results to differ materially. For further information, please take the time after the call to read this disclaimer and refer to the Q2 earnings report released last night.

On that note, I will hand you over to Simon.

[Simon Johnson, executive]

Hello, everyone, and thank you for joining our virtual presentation today on our Q2 2022 results. To start off, I'd like to summarize a few key highlights of the quarter, which will then be discussed in more detail further in the presentation. Seadrill reported quarterly revenues of $284 million and an adjusted EBITDA of $75 million. These results are in line with management's expectations and show steady performance against last quarter's results. On the commercial front, Seadrill continues to demonstrate that it's a preferred partner of choice for customers in the offshore drilling space.

We were very pleased to have added $940 million to our backlog during the quarter, which includes leading-edge day rate contracts in the Gulf of Mexico, West Africa and the Middle East. Seadrill continues to lead the way in operational excellence. We achieved technical and economic utilization of 98% across all segments, delivering superb revenue efficiency to our shareholders. You will have noted an additional press release from us this morning in relation to the sale, 2 ads of the legal entities that own operate 7 of our jack-ups. The rigs are either currently operational or have recently commenced reactivation and contract preparation for multiyear contracts all in the Kingdom of Saudi Arabia.

The jack-ups in question are the AOD I, AOD II, AOD III, West Callisto, West Ariel, West Cressida and West Leda. The transaction has a total consideration of approximately $100 million per rig on a ready-to-drill basis. We will receive cash upon closing of $628 million subject to adjustment for working capital. We'll be reimbursed for any project costs spent at the time of closing for the 3 rigs currently undergoing reactivation, namely the West Ariel, West Cressida and West Leda. The transaction crystallizes the valuation of these rigs at attractive values, which are substantially higher than those implied in our share price today.

More importantly, transaction proceeds will significantly deliver our balance sheet. For many years, the distressed and oversupplied jack-ups segment had a little prospect of seeing market utilization of up the critical 90% threshold. However, current geopolitical tensions have impacted strongly on contracting opportunities as the Middle East producers to presently control shallow water production flex and stepped into the void created by the displaced supply and renewed demand. The market dynamics have changed dramatically in the first half of 2022.

This is increasingly challenging for international drillers to compete with pure play local contractors due to confer advantages arising in our nationalization programs and lower operating expenses. These local players can also access capital at dramatically cheaper levels than listed international contractors. Multi-rig deals at these levels are pure and far between there are limited counterparts who can buy rigs for cash. We've had opportunities to sell a number of jack-ups early in the cycle. However, we held back and now feel that Jackie in time procedural to transact with this package. We continue to believe in the jack-up market. However, as we rebalance our portfolio of assets, the valuation of the transaction could not be ignored.

Seadrill has always been opportunistic, and this transaction does not necessarily speak to our long-term commitment to a geography, asset class customer or market. We will continue to explore all strategic opportunities for Seadrill to capitalize on accretive transactions and realize uncaptured shareholder value.

Now if you can turn to Slide 5, you'll see an overview of our backlog position. As mentioned, during the quarter, we were pleased to secure a number of high-profile contracts, which results in $940 million of backlog additions for the quarter. Our total order backlog stands at $3.0 billion as of the 31st of August 2022, split across the 3 segments shown on the slide there.

Clearly, there will be some adjustments going forward upon closing of the Ades transaction. However, our pro forma backlog will remain as one of the highest in the industry with a strong combination of blue-chip customers across integrated oil companies, national oil companies and independents. Time to take you through some of these new contract awards during the quarter as well as post quarter. Firstly, we announced a new fixture in the U.S. Gulf of Mexico for Sevan, Louisiana with TELUS, adding a total backlog of $34 million.

Since the announcement, the estimated term has increased by 131 days, adding $39 million in contract value, keeping the rig busy until Q3 2023. We announced a 4-well extension for the West Neptune with LLOG, also in the Gulf of Mexico for a total backlog of $71 million. More recently post quarter we signed a further extension for the West Neptune with our log for a 6-month firm term and a further 6-month optional period. Based on the firm portion of the term, the rig is expected to stay with LLOG until around Q4 2023.

Total contract value for the firm term is approximately $73 million with a potential $78 million associated with the optional period. The extensions for both the Sevan Louisiana and the West Neptune demonstrate the strong relationships we enjoy with these long-standing customers. In April, we announced that a new 10-well contract or being secured by the Sonadrill JV between Seadrill and Sonangol for the West Gemini in Angola, delivering a total backlog for the JV of $159 million.

The operator subsequently exercised 2 of the option wells, adding a further $33 million in backlog for the JV. The campaign now stands at 12 firm wells with 6 option wells outstanding. Also it's important to note that on the 1st of July, Seadrill novated the contract for the West Gemini to the Sonadrill JV and this transfers around 5 months of term backlog to the joint venture. Lastly, in the Middle East, we secured 3 expansions and 3 new contracts for our jack-up fleet, providing a total a combined addition of over $660 million to the backlog, which has been previously disclosed.

Moving to Slide 6. Our operations continue to perform at very high levels. Seadrill slogan is setting the standard and I'm going to take a few moments to highlight some exemplary efforts by our offshore and onshore workforce. Safety performance continues to outperform industry averages. Q2 has been the best quarter for technical utilization in recent years. The Sevan Louisiana operated entirely in Q2 was zero NPT, quite a feat for a floater which is frequently operating an ultra-shallow water depths and dynamic positioning move.

The West Hercules has recently set an all-time Equinor record for rate of penetration on a 26-inch hole section in Canada. West Defender recently celebrated 5 years without an LTI. And the Quinoa after commencing her made contract in March at zero NPT in May and June with an average technical utilization since commencing operation, exceeding 98%, a fantastic achievement for new rig going into operation. Overall, there's great results, and I would like to thank our staff and crew with her outstanding contribution to Seadrill's continuing success. Turning to the market, despite some headwinds on the horizon with a slowing global economy, oil prices remained relatively high through the quarter. While we find ourselves in a period of high volatility, hydrocarbons remain a critical natural resource with tightening global supply and dwindling reserves.

Supply shortages are set to be further compounded with indications that capital investment, new oil and gas projects are not keeping pace with our growing energy demand. In this environment, the development of the offshore drilling market continues with utilization rates generally trending higher across the board, improving fundamentals throughout 2021 already suggest of a positive day rate trajectory. However, the persistence of the Ukraine situation growing concerns around conventional energy suppliers for the all-hemisphere winter has spurred that momentum with some strong recent fixtures across the patch with day rates around 50% higher across benign environment rig segments.

Looking across the rival rig fleet, demand has increased, consolidation has started, the supply of rigs has diminished. The order book is low and shipyard capacity remains extremely tight or unattainable. So focusing on the quarter market now for a second. Operators continue to have a preference for and have naturally gravitated towards rigs with the highest specification, the best technical capabilities. The supply overhang well on its way to being corrected and the market conditions vastly improved. Rigs are now progressively rolling on to new contracts with higher day rates for the first time in almost a decade.

Market utilization stands at around 90% for drill ships, but it's close to fully sold out in certain geographies. The Golden Triangle, where we have significant presence as a company will continue to drive future Deepwater activity. The Gulf of Mexico and South America market utilization is close to 100% right now. Africa is somewhat lower hampered by a number of stacked rigs. However, we see several key projects starting to come to market in this region. And soon, some unannounced fixtures should lead to higher utilization improved day rates in the near to medium term. While lead times in the U.S. Gulf of Mexico remain limited work continues to come to the market at better rates and better terms as exemplified by a recent fixture for the West Neptune.

Similarly, in South America, the recent opening of the latest Petrobras tender saw a steady uptick in rates. Petrobras is usually at the forefront of taking supply out of the market as things start to heat up, and we see no change during the early phase of this cycle. As I largely covered our views on the jack-up market earlier in relation to the Avis transaction, I won't go into too much detail here. However, I wanted to point out that we still own 3 active rigs, jack-ups on contract through our joint venture in Qatar and on cold stacked jack-up, which will be extremely disciplined in making any investment decision about as well as managing 5 further jack-ups for our joint venture in Mexico.

The outlook for the jack-up space continues to show great potential, and we look forward to harvesting opportunities across our existing fleet, acquiring and/or divesting rigs should an accretive transaction present itself and provide clear upside to our shareholders. Finally, the hush environment segment remains somewhat subdued with day rates for harsh environment semis in the Norwegian continental shelf and Europe being relatively flat with a number of rigs idle. However, the harsh environment floater market, especially NCS has seen increased implicit value sense for war Ukraine and Norway supplies a large volume of gas imports to the U.K. and the EU. As the oil companies are preparing for a record number of FIDs to be submitted by the end of the year, we expect a significant increase in activity starting late 2023. High barriers to entry remain for the NCS. International units are not able to freely into the market due to regulatory hurdles.

There are clear indications that a number of harsh semisubmersible rigs and Deepwater capability will likely lead the region as prospects for near-term work and higher rates emerge elsewhere. Should this happen, we expect the supply-demand picture to be more balanced in a period when there should be new work programs coming to market.

I'd now like to hand over to Grant to talk you through the financial results. Over to you, Grant.

[Grant Creed, executive]

Thank you, Simon, and welcome again to all of you joining us today. Taking a closer look at our financials and starting with the revenue line. As mentioned earlier, technical utilization across all segments was particularly strong at 98%. Revenue for the quarter stood at $284 million, which is down slightly from 293 million in Q1. This Slide revenue decrease was primarily driven by shipyard time for the West Saturn, whilst the rig is being prepared for its next contract and completion of the West Boast operations in March. However, these events were partially offset by the Sevan Louisiana and West Hercules moving to new contracts at higher day rates.

Management contract revenue and other revenues, which is where we account for revenue associated with our 3 joint ventures, Sonadrill, Gulfdrill and Seamex. We're generally consistent with Q1 performance, albeit we saw higher management fees from the Sonadrill joint venture due to a full quarter of operations for the drillship Quan Gallo which commenced contract in March. This was offset by lower reimbursable on the same rig due to the completion of the mobilization of our maiden contract.

In relation to operating expenses, our vessel and rig operating expenses remained consistent with the prior quarter. Key movements include lower expenses related to completion of the West Boast operations, offset by certain one-off accrual reversals, which benefited the prior quarter numbers. Amortization of intangibles increased due to timing of emergence from Chapter 11 Midway through the prior quarter and slightly higher general and administrative expenses caused by one-off severance payments.

These increases were partially offset by management contract expenses, which decreased due to lower Sonangol reimbursables following the completion of the quinella mobilization project. All in all, that translated into a reasonably consistent quarter from an EBITDA perspective with adjusted EBITDA of $75 million compared to $78 million in Q1. But worth highlighting and reminding you all that in Q1, EBITDA benefited from certain one-off nonrecurring accrual reversal for the tune of approximately $12 million. And those were associated with the emergence from Chapter 11.

Therefore, after adjusting for this nonrecurring gain, we did outperform Q1 EBITDA during Q2 by several million dollars. So that addresses the EBITDA level. Items below EBITDA in the second quarter worth mentioning include a full quarter of interest expense on debt facilities entered into on 11 emersions partially offset by no further interest on the West Line of lease after amendments on C11 emergence change that to an operating lease. And finally, we recorded an unrealized foreign exchange loss in the quarter primarily related to cash held as collateral to context tax assessment in Brazil.

For more detail on these, please refer to our press release on 6-K filing published today. Moving to Slide 9, you'll find our balance sheet, and you'll recall comments on last quarter's call explaining that our balance sheet was reset on emergence from chapter 11 in accordance with fresh-start accounting rules. Key movements for the period include unrestricted cash decreased by $57 million and that was primarily due to capital expenditure on drilling units as they prepare for new contracts in Brazil and the Middle East. Restricted cash decreased by $28 million due to cash released on ordinary course guarantees, foreign exchange movements on restricted cash in Brazil and cash repaid to lenders and completion of rig disposals.

Other current assets increased by $37 million, 29 of that relates to deferred mobilization and contract operation expenditures for West Hercules and the Brazil drill ships. Within noncurrent assets, drilling units increased by $16 million, and that was driven by the reactivation and upgrade costs related to the Brazil drill ships and 3 jack-ups in the Middle East, offset by depreciation and disposals of the Sevan Brazil and Sevan Driller. And just as a reminder for you all, the units were included in the rig disposal program put in place during chapter 11, and proceeds from the sale were remitted to the creditors associated with those assets.

Other current liabilities decreased by $11 million, and that was primarily due to the return of sales proceeds to creditor on completion of the sale of Sevan Brazil and Driller, and that was slightly offset by increased accounts payable related to reactivation projects. On Slide 10, you'll find full year 2022 guidance on our total revenue, adjusted EBITDA and capital expenditures. These principally remain consistent with the guidance we provided in Q1. However, we have adjusted total revenue upwards marginally. So to recap the ranges, we had total revenue range from $1.05 billion to $1.125 billion, and that's an increase of $115 million on the prior quarter range, driven by higher reimbursable revenue expected.

These reimbursable revenues are pass-throughs with no material associated EBITDA margin. Adjusted EBITDA range is $240 million to $280 million, and that is unchanged from the prior quarter. And finally, CapEx guidance of $320 million to $360 million. That's unchanged but subject to disclosures that I'll come on to in a minute regarding the sale of the sale jack-ups. As stated, the last quarter for CapEx, the majority relates to the reactivations, upgrades and operations preparation for the drill ships in Brazil and the 3 jack-ups going to the Middle East. The earlier announced jack-up sale is not expected to have a material impact on our revenue and adjusted EBITDA guidance for 2022.

Our CapEx and long-term maintenance guidance range of $320 million to $360 million could change materially depending on the date the transaction closes. Approximately $120 million of expenditures relating to the reactivation and upgrading of the West Leda, Cressida and Ariel is included within the range disclosed. The range is likely to reduce to the extent the transaction closes prior to year-end as expenditures subsequent to the transaction closing will be incurred by the buyer. Furthermore, any such capital expenditures incurred on these rigs prior to closing will be fully reimbursed by the buyer on closing of the transaction. I'll now hand back to Simon to take you through the final Slide.

[Simon Johnson, executive]

Thanks, Grant. Look, I just want to take this opportunity to frame our unique investment proposition, and I'll go through the points. So Seadrill continues to have a high-quality fleet of premium high-specification drilling rigs. We remain well positioned in key segments with a favorable outlook across markets where we currently operate, and in particular, the Golden Triangle. We forged strategic long-term relationships with what we believe are the best customers in the business, and we've built a formidable backlog. With the Avis transaction, we significantly delivered our balance sheet and improved our liquidity.

We'll continue to evaluate strategic opportunities to gain scale in key markets where we see the best returns. We intend to maintain discipline, and we'll continue to seek value for our shareholders going forward. With all these things in our favor, we continue to believe that we have a unique offering to the investment audience. There is much work to be done to reshape and optimize the offshore drilling industry, and we intend to play an active role in its ongoing development.

[Grant Creed, executive]

Okay, Operator, that concludes our presentation for today and prepared remarks. So I'll hand over to you to form the queue, should there be any Q&A.

[Operator]

[Operator Instructions] Our first question comes from Fredrik Stene of Clarkson Securities.

[Fredrik Stene, analyst]

I think, first and foremost, congratulations on the asset sale here. It's a -- I think, according to my calculations the clear, call it, leading-edge price point when you look at the age of those rigs. So absolutely well done, I guess, it is the conclusion. So now, as you say, you're going to have a lot of cash and it's going to deleverage your balance sheet. And I think it would be interesting to get some additional color on how you're planning to do that. You have the first lien, you have the second lien debt. The second one is obviously more expensive. So could you kind of give any color or breakdown on how you're able to address this and potentially the time line on when you plan to take out some of that, that's the go.

[Simon Johnson, executive]

Thanks for the question. Maybe I'll kick it off and then Grant can jump in with some details. So you're quite right. I mean, it does give us a chance to attack the debt stack. There are some mandatory repayments that we must make in accordance with our lender obligations and a certain amount of the funds will go immediately, they'll be swept to satisfy those mandatory obligations. Beyond that, there will be the opportunity to voluntarily retire further debt should we choose to do so. But really, I think the main thing is that we don't have to do that. We have optionality and we're starting to enter a very interesting phase of the business cycle.

There's a lot of corporate activity. There's a lot of opportunity to buy assets. There's opportunities to sell assets as evidenced by what we've done here today with Avis. So I think we're not necessarily heading in any direction. The sale of the rigs was opportunistic and we're looking to preserve optionality and to participate in whatever the market presents to us. But maybe Grant, you can provide some more detail about the amount.

[Grant Creed, executive]

Yes, sure. So I think, first of all, our study agreements do prescribe how the mandatory prepayments are applied and how much they will be. The tests include variables or inputs that are moving pieces. So we can't say definitively today how much that's going to be or we can't say for 100% certain, which facility will be applied. But I can say our preliminary calculations indicate a very, very high level of confidence. The application of the mandatory prepayment will be against the second lien. And the amount is still to be determined, reluctant to give you a specific number now, but it will certainly be less than half the proceeds to give you an idea will be the mandatory.

Then we also have some flexibility within our finance agreements to make voluntary prepayments. And again, depending on prescribed formula and the inputs at the time of applying that formula will dictate if we can make the payment against the second lien. But our initial assessment is that we will have the ability to make further voluntary prepayments against the second lien if we choose to do so. But that wouldn't be all the way out to the total proceeds if we wanted to go further towards the total proceeds that would require consent from our first lien lenders. And that would be to repay the second lien.

[Fredrik Stene, analyst]

This is super helpful. Just good to get some kind of high-level thinking around it, and I obviously look forward to deep dive into the long legal documents to get to the details. Further, I have one question on the shell extension on the TELUS. I'm not sure… I don't think you mentioned it, and if you did, I'm sorry but $18 million for 37 days, that seems like a very well-paid extension. Are there any considerations on that one?

[Grant Creed, executive]

Yes, there are, Fredrik. I mean we had a finite period within which to perform some contract preparation work between contracts upon conclusion of the shale contract and its next fixture. And our clients shall require some additional work to be performed. So what we were able to do is balance our exposure to a very modest level of liquidated damages for our next customer against their desire to do some pressing work on the existing field. And we were able to, I guess, to come up with a staircase rate arrangement that allowed us to get the rig some access, albeit for a short period of time to current spot rates possibly at a slight premium to the current spot rates to account for the increased exposure to the liquidated damages that we may face on the other side of the shipyard preparation work.

So all in all, I think it was a win-win-win. It allows us to do a bit of extra preparation for the shipyard work. It allowed us to do the work for the customer that they badly needed to perform, and we're able to harvest a modest amount of revenue. So very pleased to be able to help everyone out in that scenario.

[Operator]

[Operator Instructions] Our next question comes from Philipp Duffner of Aurelius.

[Philipp Duffner, analyst]

My first one is on the disposal. What are the anticipated tax payments related to it, if any?

[Grant Creed, executive]

The tax payments related to the transaction?

[Philipp Duffner, analyst]

Yes, capital gains taxes, something of the major.

[Grant Creed, executive]

So actually, we have structured the transaction of a business sale and our analysis concluded that, that was going to be far more efficient from a tax perspective on the transaction. And our analysis is there will be no taxes arising on the transaction.

[Philipp Duffner, analyst]

Got it. Great. And then you obviously talk about the mandatory repayments and potentially some voluntary ones on top of that. I mean what would be -- or what's your plan on refinancing whatever remains outstanding at that point? Could there be financing before the transaction closes.

[Grant Creed, executive]

I don't expect we're doing anything before the transaction closes. But certainly, after closing, it's a pertinent question and we'll be spending the coming weeks talking with potential lenders and exploring what we can do with our capital structure. I think it's clear that the second lien is suboptimal both in terms of pricing and restrictive covenants. But we haven't taken any firm decisions on that to date. And so we'll just develop those and watch the space to guess.

[Philipp Duffner, analyst]

Got it. And one last question. Is it expected that transaction closes towards the end of Q4? I guess the fact that you're not changing guidance implies that is that a correct assumption?

[Grant Creed, executive]

Well, we expect the long pole of the tent to closing will be the approval from the Saudi Arabian antitrust body. And we expect that to take approximately 90 days. So we're modelling some time for the November time for closing.

[Operator]

[Operator Instructions] Our next question comes from Brian Hook of Barclays.

[Brian Hook;Barclays Bank PLC, Research Division,Director/Senior Desk Analyst, analyst]

I just had a follow-up on the mandatory redemption portion of the asset sale proceeds. Would that redemption be required to be paid with the 5% exit?

[Grant Creed, executive]

Yes, that's correct.

[Brian Hook;Barclays Bank PLC, Research Division,Director/Senior Desk Analyst, analyst]

And would the 5% exit also be applicable to any voluntary redemption that was made?

[Grant Creed, executive]

Yes. Yes, it would.

[Operator]

[Operator Instructions] At this stage, we currently have no further questions so this concludes today's call. You may now disconnect your lines now. And have a lovely rest of your day.