OREANDA-NEWS. July 27, 2016. GulfMark Offshore, Inc. (“GulfMark” or the “Company”) (NYSE:GLF) today announced its results of operations for the three- and six-month periods ended June 30, 2016. Recent highlights include:

  • Reduced Bond Indenture Debt by \\$49 Million through Open Market Purchases, Generating a Gain of Over \\$25 million
  • Maintained Strong Liquidity Position of Approximately \\$143 Million at Quarter End
  • Continued Successful Liquidation of Older Vessels by Selling 1998-Built North Sea Vessel During Q2, Which Had Been in Lay-Up for More than One Year
  • Subsequent to Quarter End, Sold Two Southeast Asia Vessels for Total Proceeds of \\$3.6 Million
  • Continued High-grading of Fleet with Delivery of our First 300 Class Jones Act Vessel in U.S. Gulf of Mexico
  • Achieved Average Marketed Vessel Utilization of 86%, Consistent with High-80’s Target
  • Recorded Non-Cash, Pre-Tax Asset Impairments of \\$46.2 million
  • Reduced General and Administrative Expenses (Excluding Certain Gains and Costs Discussed Below) by 8% vs. Previous Quarter
  • Reduced Direct Operating Expenses (Excluding Certain Gains and Costs Discussed Below) by 8% vs. Previous Quarter
  • Forecasting Direct Operating Expenses to Decrease Approximately 6% from Q2 to Q3 2016 (Excluding Certain Gains and Costs Discussed Below)

For the quarter ended June 30, 2016, revenue was \\$30.5 million, and net loss was \\$47.6 million, or \\$1.90 per diluted share. Included in the results are certain gains and costs described below that totaled \\$33.3 million or \\$1.33 per diluted share. Quarterly loss excluding these items was \\$14.3 million or \\$0.57 per diluted share.

Quintin Kneen, President and CEO, commented, “We are pleased to report on our ability to continually improve the Company. We improved the balance sheet through debt repurchases that averaged less than half of par value. We continue to improve the average fleet age and capability through the delivery of a new state-of-the-art vessel in the Americas, the sale of an older vessel in the North Sea and the sale of two of our older vessels in Southeast Asia in July. Through our persistent cost focus, we reduced direct operating expenses for each of the last seven quarters. Importantly we reduced these costs during the second quarter while increasing utilization, and we anticipate this trend to continue.   In the broader market, we are seeing signs that the industry is withdrawing capacity to such a degree that certain geographic markets are beginning to show signs of balance. In particular, the North Sea PSV market has seen the average spot day rate for the second quarter increase by more than 150% over the same period last year. Also, for the first time since the second quarter of 2014, we sequentially increased our consolidated average quarterly utilization. That increase was 3 percentage points. Overall we are seeing early signs of encouragement, however leading edge day rates and utilization are still well below sustainable levels for the industry.

“During the quarter, we accomplished milestones that will help us when the upturn arrives. We repurchased \\$49 million of debt in the open market for approximately \\$24 million. By repurchasing our debt at a substantial discount, we created a gain in the current quarter and reduced the amount of ongoing interest expense and debt that the Company will ultimately have to repay. We were able to sell an 18 year-old vessel that had been in lay-up for over a year. This sale provided some immediate cash and removed a non-contributing vessel from our fleet. Additionally, we took delivery of our first 300 Class Jones Act vessel near the end of the second quarter.

“The North Sea region is beginning to show some signs of incremental day rate improvement. Average leading edge day rates in the spot market increased to an amount that was above operating cash costs for most of the quarter. We view this improvement as a result of vessel owners withholding supply rather than an increase in demand. While we know the climb in day rates will not be steady, we are optimistic that prospective rates will be more supportive of profitable operations in this region. Our Southeast Asia operations also experienced operational improvement, achieving increased day rates and utilization compared to the prior quarter. We believe this Southeast Asia improvement has more to do with individual successes by our management rather than an improvement in the overall market.”

Kneen continued, “We are steadfastly maintaining our strategy of opportunistically reducing debt, selling vessels, lowering operating costs and maintaining capital discipline, which allows us to maximize operating cash flow, maintain liquidity and improve long-term operational efficiencies. As we have previously stated, we expect to have adequate liquidity and to be in compliance with our debt covenants and maintain access to our revolving credit facilities through the foreseeable future, which includes all of 2017. Also, we are seeing a continued increase in activity from potential vessel purchasers, and we remain confident that we will be able to continue to meet our goal of liquidating older vessels.”

Consolidated Second-Quarter Results

Consolidated revenue for the second quarter of 2016 was \\$30.5 million, compared with \\$38.8 million in the previous quarter. Consolidated revenue fell due to a 16% sequential decrease in average day rate to \\$10,939 from \\$12,982 in the previous quarter offset somewhat by an increase in utilization to 41% from 38% in the first quarter. Marketed utilization, which is the utilization on vessels that the Company actively markets to customers, was 85.7%. Consolidated operating loss was \\$66.3 million, compared with \\$128.3 million in the first quarter. Excluding certain gains and costs in both quarters, consolidated operating loss sequentially increased to \\$14.0 million from a loss of \\$10.1 million in the first quarter, due to lower revenue, offset by lower drydock expense, lower operating and lower general and administrative costs.

The second quarter results include certain gains and costs totaling \\$33.3 million net of tax (\\$1.33 per diluted share) of which \\$33.0 million (\\$1.31 per diluted share) was non-cash. The Company impaired a portion of its Americas-based fleet and Southeast Asia-based fleet. These net-of-tax impairment charges included \\$13.0 million related to vessels in the non-U.S. portion of the Americas and \\$30.3 million related to Southeast Asia. The next item was a \\$16.8 million net of tax gain on extinguishment of debt as a result of repurchasing Company bond indenture debt at a discount on the open market. The Company also recorded asset sales for a net-of-tax loss of approximately \\$5.9 million. Additionally, the Company wrote down debt issuance costs of \\$0.6 million net of tax associated with the repurchasing of Company bond indenture debt. All of these gains and costs were non-cash. The Company also recorded net of tax workforce redundancy and exit charges of \\$0.3 million. The tables at the end of the earnings release provide a summary of these items.

Regional Results for the Second Quarter

In the North Sea region, second-quarter revenue was \\$21.1 million, compared with \\$22.9 million in the first quarter. The average day rate fell 19% to \\$12,055 from \\$14,950 in the first quarter which was the primary reason for the decrease in revenue. Utilization improved from the prior quarter to 69% up from 62% in the first quarter. The Company’s marketed utilization in the North Sea was 95% during the second quarter. GulfMark currently has six vessels stacked in the North Sea.

Second-quarter revenue in the Southeast Asia region was \\$4.4 million, compared with \\$2.5 million in the first quarter. The change in revenue was due to an increase in average day rate of 17% to \\$8,246 from \\$7,070 in the first quarter combined with an 11 percentage point utilization increase. The Company’s marketed utilization in Southeast Asia was 74% during the second quarter. The Company has two vessels currently stacked in Southeast Asia.

Second-quarter revenue for the Americas region was \\$5.0 million, compared with \\$13.4 million in the previous quarter. Average day rate decreased 14% from the prior quarter due to the continued softening in the market. Utilization decreased 4 percentage points to 17% from 21% in the first quarter. The Company’s marketed utilization in the Americas was 73% during the second quarter. GulfMark currently has 22 vessels stacked in the Americas.

Consolidated Operating Expenses for the Second Quarter

Direct operating expenses for the second quarter were \\$20.9 million. Excluding the workforce redundancy charges, direct operating expenses were \\$20.7 million, a decrease of \\$1.8 million, or 8%, from the first quarter. The decrease was due mainly to lower labor costs related to stacking vessels and wage reductions, combined with lower insurance and higher fuel expense. Drydock expense in the second quarter was \\$0.1 million, in-line with the Company’s previous guidance. General and administrative expense was \\$8.9 million for the second quarter. Excluding exit and severance costs, general and administrative expense was \\$8.8 million, in-line with the Company’s guided quarterly run rate. Tax benefit during the quarter was \\$3.0 million, or about 6% of pretax income. The Company expects a tax rate near 20% excluding discrete items going forward, though cash taxes will likely be close to zero in the near term as the Company continues to incur net operating losses.

Third Quarter 2016 Guidance

GulfMark anticipates direct operating expenses to be between \\$19 million and \\$21 million. The Company expects general and administrative expense to be between \\$8 million and \\$9 million. In addition, the Company expects to incur approximately \\$2 million in drydock expense during the period.

Liquidity and Capital Commitments

Cash used by operating activities totaled \\$4.4 million in the second quarter as working capital, excluding accrued interest, ceased to be a source of cash for the Company. Cash on hand at June 30, 2016, was \\$10.6 million, and \\$39.2 million was drawn on the revolving credit facilities. Total debt at June 30, 2016, was \\$461.9 million, and debt net of cash was \\$451.3 million. Total debt was reduced by approximately \\$24.2 million during the quarter. Net debt to book capital was 45% at the end of the quarter, and total liquidity (cash plus available revolver) was approximately \\$143 million at June 30.

Net capital expenditures during the second quarter totaled \\$5.0 million, which included \\$6.1 million of payments on the construction of new vessels and \\$0.3 million for vessel enhancements and other capital expenditures, offset by vessel sale proceeds of \\$1.4 million. As of June 30, 2016, the Company had approximately \\$23 million of non-cancelable capital commitments due in Q1 2017. 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 operating results with analysts, investors and other interested parties at 9:00 a.m. Eastern Time on Wednesday, July 27, 2016. 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 6292534. 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.

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,” “expected to be,” “anticipate,” “plan,” “intend,” “foresee,” “forecast,” “continue,” “can,” “will,” “will continue,” “may,” “should,” “would,” “could” or other similar expressions are intended to identify forward-looking statements, which are generally not historical in nature. Statements in this press release that contain forward-looking statements may include, but are not limited to, information concerning our possible or assumed future results of operations and statements about future operating expenses, liquidity, vessels sales, market developments, taxes, reductions in costs and expenses and funding of capital commitments. 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 or anticipated 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.

In addition to financial results determined in accordance with U.S. generally accepted accounting principles (GAAP), this second-quarter 2016 earnings release also includes non-GAAP financial measures (as defined under the SEC's Regulation G). Net income, excluding gains & costs, as well as measures derived from it (including diluted EPS, excluding gains & costs; and effective tax, excluding gains & costs) are non-GAAP financial measures. Management believes that the exclusion of certain gains & costs from these financial measures enables it to evaluate more effectively GulfMark's operations period over period and to identify operating trends that could otherwise be masked by the excluded items. The foregoing non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, other measures of financial performance prepared in accordance with GAAP. The following tables include a reconciliation of these non-GAAP measures to the comparable GAAP measures.

    
Income StatementsThree Months Ended Six Months Ended
(in thousands, except per share data)June 30, March 31, June 30, June 30, June 30,
 2016   2016  2015   2016  2015 
          
Revenue\\$30,487  \\$38,794  \\$74,461  \\$69,281  \\$163,553 
Direct operating expenses 20,932   23,735   45,946   44,667   97,171 
Drydock expense 63   827   2,436   890   11,409 
General and administrative expenses 8,854   9,788   11,521   18,642   22,485 
Depreciation and amortization 14,911   16,039   18,765   30,950   37,253 
Impairment charges 46,151   116,657   -   162,808   - 
Loss on sale of assets and other 5,914   4   -   5,918   - 
Operating Loss (66,338)  (128,256)  (4,207)  (194,594)  (4,765)
          
Interest expense (8,991)  (8,397)  (8,194)  (17,388)  (16,352)
Interest income 35   40   74   75   118 
Gain on extinguishment of debt 25,792   10,120   -   35,912   - 
Foreign currency loss and other (1,083)  (44)  (30)  (1,127)  (703)
Loss before income taxes (50,585)  (126,537)  (12,357)  (177,122)  (21,702)
Income tax benefit 3,005   35,355   4,112   38,360   8,331 
Net Loss\\$(47,580) \\$(91,182) \\$(8,245) \\$(138,762) \\$(13,371)
          
Diluted loss per share\\$(1.90) \\$(3.66) \\$(0.33) \\$(5.55) \\$(0.54)
Weighted average diluted common shares   25,077   24,893   24,696   24,985   24,650 
          
Other Data         
Revenue by Region (000's)         
North Sea\\$21,077  \\$22,932  \\$36,578  \\$44,009  \\$76,778 
Southeast Asia 4,382   2,487   10,989  \\$6,869   24,318 
Americas 5,028   13,375   26,894   18,403   62,457 
Total \\$30,487  \\$38,794  \\$74,461  \\$69,281  \\$163,553 
          
Rates Per Day Worked         
North Sea\\$12,055  \\$14,950  \\$17,110  \\$13,442  \\$17,731 
Southeast Asia 8,246   7,070   11,817   7,753   12,940 
Americas 9,797   11,365   17,991   10,653   18,939 
Total \\$10,939  \\$12,982  \\$16,428  \\$11,925  \\$17,232 
          
Overall Utilization          
North Sea 69.0%  62.2%  82.9%  65.5%  83.0%
Southeast Asia 41.4%  29.9%  70.4%  35.6%  77.6%
Americas 17.1%  20.7%  55.1%  18.9%  61.2%
Total  41.3%  38.4%  69.1%  39.8%  73.0%
          
Average Owned Vessels         
North Sea 26.5   27.0   29.0   26.7   29.1 
Southeast Asia 13.0   13.0   13.0   13.0   13.0 
Americas 30.3   30.0   30.0   30.2   30.0 
Total  69.8   70.0   72.0   69.9   72.1 
          
Drydock Days         
North Sea 3   18   -   21   62 
Southeast Asia -   -   27   -   36 
Americas -   -   33   -   167 
Total  3   18   60   21   265 
          
Drydock Expenditures (000's)\\$63  \\$827  \\$2,436  \\$890  \\$11,409 
          
   
Consolidated Balance Sheets As of
(dollars in thousands) June 30, March 31, June 30,
 2016   2016  2015 
Current assets:      
Cash and cash equivalents \\$10,647  \\$19,669  \\$78,390 
Trade accounts receivable, net of allowance for doubtful accounts of  \\$1,360, \\$1,466, and \\$1,477, respectively  29,029   28,386   70,634 
Other accounts receivable  7,102   7,113   8,158 
Prepaid expenses and other current assets  15,965   16,009   21,057 
Total current assets  62,743   71,177   178,239 
       
Vessels, equipment and other fixed assets at cost, net of accumulated depreciation of \\$468,613, \\$473,341 and \\$461,485, respectively  1,033,643   1,095,529   1,369,451 
Construction in progress  24,841   50,850   90,799 
Goodwill  -   -   23,755 
Intangibles, net of accumulated amortization of \\$0, \\$0 and \\$20,182, respectively  -   -   14,416 
Deferred costs and other assets  6,072   6,413   20,131 
Total assets \\$1,127,299  \\$1,223,969  \\$1,696,791 
       
Current liabilities:      
Accounts payable \\$12,959  \\$15,674  \\$13,010 
Income and other taxes payable  2,379   2,481   6,174 
Accrued personnel costs  10,691   10,504   14,617 
Accrued interest cost  8,193   1,544   9,649 
Other accrued liabilities  6,215   7,125   6,888 
Total current liabilities  40,437   37,328   50,338 
Long-term debt  461,914   486,090   572,669 
Long-term income taxes:      
Deferred tax liabilities  60,061   63,060   93,603 
Other income taxes payable  20,163   21,041   25,378 
Other liabilities  3,953   3,984   6,127 
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; 27,759, 28,017 and 27,934 shares issued and 26,830, 25,790 and 25,706 outstanding, respectively; Class B Common Stock \\$0.01 par value; 60,000 shares authorized; no shares issued  277   276   272 
Additional paid-in capital  417,929   418,208   414,751 
Retained earnings  305,419   352,999   646,043 
Accumulated other comprehensive income (loss)  (118,433)  (92,976)  (43,042)
Treasury stock, at cost  (73,157)  (74,914)  (77,792)
Deferred compensation expense  8,736   8,873   8,444 
Total stockholders' equity  540,771   612,466   948,676 
Total liabilities and stockholders' equity \\$1,127,299  \\$1,223,969  \\$1,696,791 
       
    
Consolidated Statements of Cash Flows (unaudited)Three Months Ended Six Months Ended
(dollars in thousands)June 30, March 31, June 30, June 30, June 30,
 2016   2016  2015   2016  2015 
Cash flows from operating activities:         
Net loss\\$(47,580) \\$(91,182) \\$(8,245) \\$(138,762) \\$(13,371)
Adjustments to reconcile net loss to net cash provided by (used in) operations:           
Depreciation and amortization 14,911   16,039   18,765   30,950   37,253 
Loss on sale of assets 5,914   4   -   5,918   
Stock-based compensation 1,233   1,498   1,845   2,731   3,649 
Amortization of deferred financing costs 1,321   806   623   2,127   1,205 
Provision for doubtful accounts receivable, net of write-offs   -   23   (63)  23   (955)
Impairment charges 46,151   116,657   -   162,808   - 
Gain on extinguishment of debt (25,792)  (10,120)  -   (35,912)  - 
Deferred income tax benefit (2,976)  (35,624)  (5,391)  (38,600)  (9,925)
Foreign currency transaction (gain) loss 1,289   (223)  (1,043)  1,066   (477)
Change in operating assets and liabilities:         
Accounts receivable\\$(1,553) \\$12,859  \\$8,360  \\$11,306  \\$19,082 
Prepaids and other (253)  659   49   406   (3,510)
Accounts payable (2,279)  2,573   (5,608)  294   (9,371)
Other accrued liabilities and other 5,231   (13,869)  5,490   (8,638)  (6,240)
Net cash provided by (used in) operating activities\\$(4,383) \\$100  \\$14,782  \\$(4,283) \\$17,340 
Cash flows from investing activities:         
Purchases of vessels, equipment and other fixed assets (6,438)  (7,200)  (9,686)  (13,638)  (21,304)
Release of deposits held in escrow -   -   -   -   3,683 
Proceeds from disposition of vessels and equipment 1,400   29   -   1,429   715 
Net cash used in investing activities (5,038)  (7,171)  (9,686)  (12,209)  (16,906)
Cash flows from financing activities:         
Proceeds from borrowings under revolving loan facilities 24,194   15,000   12,000   39,194   28,000 
Repayment of secured credit facilities (23,568)  (9,880)  -   (33,448)  - 
Debt issuance costs (62)  (769)  (35)  (831)  (1,226)
Proceeds from issuance of stock 106   121   221   227   528 
Net cash provided by investing activities\\$670  \\$4,472  \\$12,186  \\$5,142  \\$27,302 
Effect of exchange rate changes on cash (271)  329   1,261   58   (131)
Net increase (decrease) in cash and cash equivalents (9,022)  (2,270)  18,543   (11,292)  27,605 
Cash and cash equivalents at beginning of period 19,669   21,939   59,847   21,939   50,785 
Cash and cash equivalents at end of period\\$10,647  \\$19,669  \\$78,390  \\$10,647  \\$78,390 
Supplemental cash flow information:         
Interest paid, net of interest capitalized\\$1,300  \\$15,353  \\$(588) \\$16,073  \\$14,773 
Income taxes paid, net 757   449   538   1,691   934 
          
      
Contract CoverAs of July 26, 2016 As of July 22, 2015  
  2016   2017   2015   2016   
Region:Vessel Days Vessel Days Vessel Days Vessel Days  
North Sea 44%  17%  65%  38%  
Southeast Asia 37%  17%  38%  15%  
Americas 12%  0%  22%  7%  
Overall Fleet 28%  10%  42%  21%  
          
          
Reconciliation of Non-GAAP Measures: Three Months Ended June 30, 2016
(dollars in millions, except per share data)    Operating
Income (Loss)		 Other
Income
(Expense)		 Tax
(Provision)
Benefit		 Net Income
(Loss)		 Diluted EPS
Excluding Gains and Costs\\$  (14.0) \\$  (9.2) \\$  8.9  \\$  (14.3) \\$  (0.57)
Impairment Charges   (46.2)    -      2.8     (43.3)    (1.73)
Gain on Extinguishment of Debt   -      25.8     (9.0)    16.8     0.67 
Loss on Asset Sale   (5.9)    -      -      (5.9)    (0.24)
Loan Fee Write Off   -      (0.9)    0.3     (0.6)    (0.02)
Workforce Redundancy Charges   (0.3)    -      -      (0.3)    (0.01)
U.S. GAAP\\$  (66.3) \\$  15.7  \\$  3.0  \\$  (47.6) \\$  (1.90)
          
          
Reconciliation of Non-GAAP Measures: Three Months Ended March 31, 2016
(dollars in millions, except per share data)Operating
Income (Loss)		 Other
Income
(Expense)		 Tax
(Provision)
Benefit		 Net Income
(Loss)		 Diluted EPS
Excluding Gains and Costs\\$  (10.1) \\$  (8.1) \\$  5.7  \\$  (12.5) \\$  (0.50)
Impairment Charges   (116.7)    -      33.1     (83.5)    (3.35)
Gain on Extinguishment of Debt   -      10.1     (3.5)    6.6     0.27 
Gain (Loss) on Asset Sale   0.0     -      -      0.0     0.00 
Loan Fee Write Off   -      (0.3)    0.1     (0.2)    (0.01)
Workforce Redundancy Charges   (1.5)    -      0.0     (1.5)    (0.06)
U.S. GAAP\\$  (128.3) \\$  1.7  \\$  35.4  \\$  (91.2) \\$  (3.66)
          
        
Vessel Count by Reporting Segment         
  North Sea   Southeast
Asia 		  Americas   Total 
Owned Vessels as of April 25, 2016  27   13  30  70 
Newbuild Deliveries/Additions 0   0  1  1 
Sales & Dispositions (1)  (2) 0  (3)
Owned Vessels as of July 26, 2016 26   11  31  68 
Managed Vessels 3   0  0  3 
Total Fleet as of July 26, 2016 29   11  31  71