Subsea 7 S.A.

Welcome, everyone. With me on the call today are John Evans, our CEO, and Mark Foley, our CFO. The results press release is available to download on our website, along with the presentation slides that we'll be referring to during today's call. May I remind you that this call includes forward-looking statements that reflect our current views and are subject to risks, uncertainties, and assumptions. Similar wording is also included in our press release. I'll now turn the call over to John.

Thank you and good afternoon, everyone. We will start with a summary of the first quarter of 2022 before passing over to Mark to cover the financial results. Turning to slide three, the first quarter unfolded as we had anticipated and the financial results were in line with our expectations. As we flagged last quarter, both sub-seam conventional and renewables were affected by a total of over 250 days of planned maintenance and dry dockings on our fleet. We plan this downtime for the quiet periods for offshore activity and activity will pick up in the second and third quarters. We continue to see signs of an upcycle in both the subsea and offshore wind sectors. Our clients continue to push ahead with tenders despite challenges related to raw material pricing and pressures in parts of the supply chain. The pace of bidding in both markets remains strong with an underlying improvement in pricing and contractual terms. Turning to slide four, sustainability is a core value for subsea SEM, and in the first quarter, we continued our transition journey with the publication of our third sustainability report. In it, you'll find enhanced disclosures and details of progress we're making against key objectives. along with new targets that expand our environmental, societal, and governance goals. Our sustainability team has been expanded in 2022, with Marcelo Xavier assuming responsibility at executive committee level as part of his new role as EVP Strategy and Sustainability. He will be reinforcing the efforts of our sustainability team and making sure that Subsea 7 continues to drive our strategy forward. Turning to slide five and an update on four of our largest contracts. In subsea and conventional, work on the SACAREA project is around a third complete. Significant progress has been made to fast track material delivery and two vessels have been mobilized for seabed preparation work. Pipeway operations are due to begin in Q3. In Norway, Senvega completed pipe bay operations on the Johanstredrup phase two, after a period of waiting on weather, and the remaining scope is expected to be completed during Q2. In Brazil, good progress has been made on Bacalao project, where fabrication works are on track at three yards we are using, and the project is 41% complete. In renewables, activity remains high at Seagreen, where 21 foundations were installed by the end of 2021, and Seaway Amory and Seaway Phoenix began installing in-array cables. Of the 114 jackets, 60 jackets have now been delivered, with a further 20 in transit. Delivery of the remaining jackets and cables to the Martian Yard in Scotland remains on schedule. The next couple of slides will discuss some of the ramifications of the situation in Ukraine. Firstly, to reiterate, we have no direct operations in either Russia or Ukraine. We have around 200 Russian and Ukrainian nationals among our crew, and we are providing them the support they need at this time. The oil industry is used to dealing with sanctions, and we have well-developed processes in place to ensure we're always compliant. SubseaSem's only exposure is through a small pipeline repair contract in Europe. It is for a Russian client, but it is exempt from sanctions because of the essential nature of the service. It represents less than half a percent of our revenue in 2022. Finally, we have operations in the Black Sea, about 34 kilometers from the Turkish maritime border with Ukraine. We haven't encountered any issues so far, but this is something that we are monitoring closely. Sanctions on Russian gas and oil exports have brought energy security to the forefront of European politics, and this is likely to become a long-term theme in both the subsea and wind industries. Next, turning to slide seven and the supply chain issues faced by the industry today. By the end of 2021, pricing of some key components had already increased 25% to 30%, and the supply chain was tightening. In recent months, as a consequence of sanctions placed on Russia and the disruption to supply from Ukraine, raw materials prices have become extremely volatile. Two key raw materials for Subsea Sen are steel and copper, and both of these have seen price volatility. Our exposure can be roughly defined by two categories, that for contracts already awarded and that for ongoing and future tenders. For contracts already awarded to Subsea 7, as we mentioned last quarter, we are generally protected from raw material inflation and supply chain tightness by various contractual mechanisms. Either we have back-to-back contracts in place at time of award, index-linked pricing, or the contract has a specific mechanism to pass through inflation as an escalation. Fuel costs are mainly hedged or passed on to clients. We have a small exposure to fuel cost relating to vessel standby and transits. Moving to tenders, where the environment has become more complex. First, we note our clients in both subsea and wind industry remains positive and are pushing ahead with the tendering process. Clearly, though, with increased volatility of raw materials pricing, it has become more difficult to get firm pricing and delivery dates from suppliers to allow us to fix our own bids to clients. Where we are preferred bidder, we're working collaboratively with each of our clients to implement suitable contractual protections to cover this level of uncertainty. This environment has really reinforced the benefits of early engagement with our clients and our collaborative relationship with our suppliers, which is crucial to navigate this complex issue. Turning to slide eight, we continue to make good progress on our long-term strategy. In the first quarter, the Salamander Floating Wing Joint Venture made progress in attracting a cornerstone investor. You may recall at the time we announced this project with Simply Blue that we planned to bring in a major operator to fund and help develop the project, and we are very pleased that Orsted has acquired an 80% stake. Our objective in being part of this group is to build know-how and experience in planning and executing this type of floating wind development and to help establish the local supply chain in Scotland. We are now at an advanced planning stage and expect to participate in the Intoc Leasing Round later this year before participating in the Contract for Difference Allocation Round in 2025. And now I'll pass over to Mark to run through the financial results.

Thank you, John, and good afternoon, everyone. I'll begin the financial results review with some details of group performance in the first quarter before turning to the business units. Slide nine summarizes the solid backlog position at the end of the first quarter. Order intake was $1.2 billion, equating to a book-to-bill of one, and backlog at the end of the first quarter was $7.3 billion. Over $3 billion in backlog is expected to be executed over the remainder of the year and $2.6 billion in 2023. As with Q4 2021, the level of escalations was high at over $500 million. This comprised variation orders and contractual price escalations across several projects. Turning to slide 10 and the headline results for the group. Revenue was $1.2 billion, an increase of 20% year-on-year, as we made good progress on some of our large EPCI projects in both subscene conventional and renewables. Adjusted EBITDA of $86 million was broadly flat compared with 2021, excluding the impact of an $18 million restructuring provision credit in the prior year period. Adjusted EBITDA margin fell to 7.2% from 10.2% or from 8.6%, excluding the prior year credit. I will discuss the drivers of this change at the business unit level on slides 11 and 12. Slide 11 presents the key metrics for sub-seeing conventional. Order intake in sub-seeing conventional was $1 billion, equating to a book-to-bill of 1.1 times, resulting in a healthy backlog of $6.2 billion. Revenue was $902 million, up 23%, reflecting progress on major EPCI projects and, in particular, the procurement phase on Sakaria. Adjusted EBITDA was $76 million, with a margin of 8.4%, down from the 11.6% in Q1 2021. This low profitability reflects planned vessel maintenance on key enablers, as previously communicated, execution of contracts when at lower margins, and the rollover of seven waves onto its new contract. Selected renewables performance metrics are shown in slide 12. Our intake of renewables was light at $93 million, taking the backlog to $1 billion. As we've highlighted in previous quarters, awards of fixed offshore wind projects do tend to be lumpy, as they are often linked to licensing rounds and contracts for different options. John will discuss the outlook for new awards shortly. Revenue from renewables was $266 million, up 10%, reflecting good progress in the delivery and installation of jackets and cables for the Seagreen project, as well as activity on the Kiskazi and Honzi II projects. Adjusted EBITDA of $5 million equated to a margin of 2%. Although this is an improvement from the prior year quarter, it remains depressed by slow progress in Taiwan and planned maintenance on SeaWish FastLock. Slide 13 shows the cash flow waterfall for the first quarter. Net cash generated from operating activities was $39 million, including a $38 million billed in working capital. Cash conversion, measuring the conversion of adjusted EBITDA to adjusted operating cash was 66%. Net cash used in investing activities was $51 million, mainly attributable to purchases of property, plant, and equipment associated with vessel maintenance and upgrades. Free cash flow in the period was negative $14 million. Net cash used in financing activities was $90 million. This comprised $37 million used to repay Seaway 7's revolving credit facility, $25 million of lease payments, mainly related to chartered vessels, and $21 million relating to the share repurchase program. At the end of the quarter, cash and cash equivalents was $500 million, and net debt was $98 million, which included lease liabilities of $219 million. The group's liquidity was $1.5 billion, which included $956 million of undrawn borrowing facilities. To conclude the financial review, slide 14 shows our expectations for the full year. Revenue is expected to be broadly in line with 2021, and adjusted EBITDA and net operating income are expected to be broadly in line or better than 2021. As we announced last quarter, our capital expenditure in 2022 is expected to fall within the range of $420 to $440 million, inclusive of approximately $280 million relating to Seaway 7's new build vessel program. As announced in March, we will pay approximately $30 million in dividends. This payment will be made on the 6th of May. This represents the one not per share regular dividend payment, and we have allocated $70 million to share repurchases, of which $21 million was utilized in the first quarter. After the quarter end, we've acquired approximately $2 million of additional shares. I will now pass you back to John.

Thank you, Mark. On slide 15, we have a reminder of the capital allocation framework that we outlined last quarter. Earlier this month at the AGM, shareholders approved a one-off per share dividend, and it is our intention that this will form a regular base level of payout. We expect that Seaway 7 will be self-financing with the two new bill vessels funded by debt and internal cash flow. This leaves any excess cash from subsea and conventional business to be returned as a special dividend or as in 2022, a buyback on top of the one knock regular payout. We believe this framework offers investors in the subsea 7 group a good balance between a subsea business with potential for high cash generation and returns to shareholders, and the wind business with a potential for high long-term growth. And now we'll wrap up with our usual outlook slides, starting with the prospects for the subsea market on slide 16. Tendering remains very active, and we are optimistic that the next 12 months will see us win a good level of new awards. At the core of the recovery, the most active markets remain Brazil, where we have a long list of prospects for both Petrobras and the IOCs, the Gulf of Mexico with a sustained level of tieback activities, and Norway, where we are very pleased to have been selected as the preferred bidder for both the ACA BP and Equinor sides of the NOACA field development. Outside these core regions, there continues to be notable prospects in West Africa, Canada, and Turkey, as well as carbon capture prospects in the UK. Overall, we are encouraged by the way the recovery is progressing and remain confident in the outlook for subsea and conventional. On the next slide, we have the wind prospects. I'll leave the detail to Seaway Sem to discuss, And we continue to see strong demand centered on the U.S. and the U.K., with awards expected to the industry this year and beyond. To wrap up, we'll turn to our final slide on page 18. We believe we are seeing the continuation of the recovery we experienced in our core markets towards the end of last year. In subsea and conventional, tendering activity is high for large greenfield projects and smaller tiebacks alike. Since 2021, this has been driven by the recovery in oil and gas prices, and looking ahead, we expect to see Europe's desire for greater energy security as a further stimulus for renewed interest in projects. In fixed offshore wind, there was a hiatus in awards in 21, but we have a tendering pipeline of $6 billion, and the market for installation capacity is firming up for 24 and 25. We continue to work on tenders for floating wind in Korea, as well as progressing with salamander. Overall, we believe that subsea SEM is well placed to capture opportunities in today's evolving and dynamic energy markets. And with that, we'll be happy to take your questions.

Thank you. We'll now begin the question and answer session. If you would like to ask a question at this time, please press star and 1 on your keypad. And to withdraw your request, you can press the hash key. And we do please ask that questions are limited to one question with one follow-up per caller. So once again, it's star and one to ask a question and the hash key to withdraw. Our first question today is from the line of Mick Pickup from Barclays. Please go ahead.

Hi, John. Mick here. A couple of questions, if I may, about your tendering situation at the moment. You've given us a lot of details there on trying to work with your clients. Can you just talk about what sort of schemes you're looking at precisely for getting projects to go ahead? And the follow-up would be, are you seeing the costs that are being quoted in any way hindering projects actually going ahead, or does the oil price offset all of that?

Thanks, Mick. On the second question first, certainly we are in the oil and gas sector not seeing the cost inflation prove to be a blocker for our clients to move ahead on the topic. Our wind clients are a bit more sensitive to it, but of course they have to bid for contract for difference rounds, and the CFD round for the UK is partially underway at the moment. So there's a sensitivity around costs and how that equates to power. But certainly the main oil and gas drivers we're seeing at the moment is the clients we are talking to are very interested in finding solutions. It mainly revolves around different indices and indexes for handling the inflation in raw materials. And we're being quite transparent with our clients about what our key vendors are telling us and how we can secure capacity and the commercial model that works for us, our vendors, and our clients. So generally I'd say make the conversations are positive and everybody is trying to find an answer. Our vendors, of course, want to keep their factories and setups running. We want to be able to deliver projects and our clients want to go ahead and sanction them. So I think it's an iterative process, but generally everybody is directionally trying to look towards answers.

So there's no talk of this going open book like we saw in the onshore world 10 years ago? or more reimbursable?

Not at this stage, Mick. There's certain transparency levels that we're prepared to work with our clients on on certain elements of our supply chain costs, certainly with our escalations. It mainly revolves around raw material escalation and price of manufacturing inputs such as gas and energy costs into the manufacturing. They're the two main areas that we are working with our clients on at the moment.

Thanks a lot. Cheers.

Thank you. The next question is from the line of Christopher Muller-Locken from Spare Bank One Markets. Please go ahead.

Thank you. And keeping the subject the same as Mick here, in terms of these cost inflation clauses, it's well known that both copper and steel prices have increased. But have you seen any increase in the lead times from your sub-suppliers as well here?

I think we went through a period, Chris, where our suppliers were, like everybody, in a place in the first few weeks post the Russia-Ukraine conflict starting where the metals markets effectively froze, which then meant that the entire chain was impacted. But now there is some level of movement happening in those markets, and we continue to work with our clients on a very transparent basis about how all these pieces fit together. So after a period of initial disruption, we're starting to see movement happening at the moment, which allows us to see that there will be progress here in the next few weeks on some of our key projects.

And I might have misunderstood this in the past, but in terms of the order intake in Q1, there were quite a lot of escalations. And back of my head, I would normally assume that would typically be a fourth quarter event. Was it anything in particular in first quarter that caused this quite high amount of escalations on existing contracts? Thank you.

Chris, I'll ask Mark to give you some more details on that.

Yes, you're correct. Escalations have been elevated in Q4 2021 and again in Q1 of this year, Christopher. If I look at the $500 million, broadly split equally between variation orders and contractual price escalations. Now, those contractual price escalations are triggered due to certain anniversary milestones within the contracts which we have, but they've been spread over several projects, so they've been spread over a number of projects, as it appears to be concentrated in one that gave a spike in the quarter. So hopefully that provides some colour to the half a billion dollars escalations in Q1.

Thank you.

Thank you. The next question is from the line of James Thompson from JP Morgan. Please go ahead.

Oh, great. Thank you very much. Good afternoon. Thanks very much for taking my questions there. You know, you talked a little bit about cost inflation. It comes back to some of these earlier questions, actually. You know, we have seen obviously a lot of volatility post-CFP, and that makes it quite difficult in the wind space for for some of these operators. Do you think there's anything more that can be done to kind of speed up the process from your side there, John? Sorry, James, speed up the process for what? Sorry, contract? Well, no, in times of like, you know, post-CFD, you know, into FID of these offshore wind projects, you know, there's obviously a time lag. It's sort of the other way around. In many ways to to to come in the oil and gas developments and you know that can make it quite difficult for the operators with with raw material costs. Being very volatile, as you said, and you know versus the power prices, they might be bidding and I just wondered if there's any more that could be done from your side to help the operators from that perspective.

Yeah, your question is a very interesting one. Certainly at the moment, the UK is in the middle of its CFD auction round. So our clients are each bidding for their CFDs now. And the results of that should be known around the middle of this year. So the UK government will announce which projects have got a CFD and which don't. Generally at that stage then our clients will have a preferred bidder in terms of main contractor for activity and we would expect to get a reasonable share of the UK projects that should be awarded. And then those will turn into FID towards the back end of this year at the very start of next year. What we're working with our clients at the moment is good transparency on the supply chain costs that come in and the inflation mechanisms that handle there. So we are working with our clients to make sure there's good transparency for them as they make their choices as to where to pitch their CFDs. and how that will turn in effectively to FIDs. I think the process is the process. It's a government-set process, certainly here in the UK. And that machine is running. It's a well-oiled machine. It's worked many times. This does cause some challenges for our clients in the midst of it. But again, they will make their commercial decisions accordingly.

Okay, thanks. Just in terms of... China, obviously there's been some lockdowns in Shanghai and that may well spread. I was just wondering if you could comment at all about whether that has any impact for you or more broadly for the industry in terms of delivery of new builds and things like that.

Yeah, for us, I guess China sort of goes into three different groups. The first is Seagreen, where we have two thirds of the jackets being fabricated in China. uh but we're on the last knockings the very last delivery batches will be out to china in the next few weeks so our chinese fabricators uh to be very complimentary to them well in fact all our fabricators on sea green have managed to make good progress despite covert over the last two years and have kept the schedule that we needed so we don't expect sea green to be a major impact in terms of china secondly we have the alpha lift and the bin one under built and we will continue to monitor the impact on the lockdowns and such like there and see what impact that may or may not have on those vessels and thirdly then you know China is a key workshop to the world on certain raw materials and areas there we haven't as yet seen any major impact on China on our supply chain our main impact has been raw material pricing and the effect on the indices

Okay, that's okay. Last one for me. Just wanted to quickly check on Sakaria. I mean, you know, thanks very much for the additional color there. I mean, it's obviously a progress with a very, very accelerated schedule, but it's clearly a delicate situation. Are there any other risks or things that we should sort of take into account as that kind of moves into the offshore phase this year?

I think Sakaria, you know, all the materials are ordered. Everything is in place in terms of bringing it all together. So it's a very fast-track project, very high-focused with our client there, the Turkish government, on that project. But it's going fine. It's on track. The only thing is where it is geographically, as we raised in one of our comments there, it's 34 kilometers away from the Ukraine-Turkish border. So at the moment, it doesn't affect us, and we continue to work, and our ships are working there, and it's all green for gold at the moment. But geographically, it is where it is, and we felt it's important for everybody to understand that.

Yeah, yeah. Okay, great. Thanks, John. Appreciate the answers. And over.

Thank you. The next question is from the line of Harkon Amundsen from ABG Sandal Collier. Please go ahead.

Hi, guys. First, a follow-up on the question from Christopher on the escalations. You mentioned that it was driven broadly across the project portfolio. I was just wondering if you if this is really kind of special issues related to each project or if you think this is related to an improving market and that we're going to see a higher level of an announced contract going forward as we kind of would expect if the market is picking up. That's my first question.

Yes, I think I can. Generally, it's probably just worth looking at the escalation mechanisms that Mark talked about in our contracts. As you may recall, all Brazilian contracts by law have escalation contract mechanisms. And then, you know, we have Mero3 and Bacalao, very, very large, significant EPCI contracts in Brazil, which get the benefit of those escalations, as well as our PLSV contracts, which get the annual escalation mechanisms in them. You know, and they're designed to protect us for the cost inflation we see in Brazil, which is a high inflation environment in any case. So that's probably the change is the fact we've now got more Brazilian large EPCI contracts in our mix. And as Mark says, when the anniversary of certain events occur, there are mechanisms in those contracts to escalate those. I think the variation orders, as Mark touched on, it's just where we land in the sequence of projects and various changes and agreements we make with our clients. I wouldn't read too much into that, but I think the escalation mechanism in Brazil will cut in at various times along the next few years.

Yeah, right. Yeah, I was thinking more about, you know, the level of variation orders, really, if there is kind of a general trend that oil companies, you know, tend to expand projects now that the market has improved. But, yeah, I think I got the message. A second question is around the kind of profitability. You're mentioning that you're seeing improved terms in the contracts you're bidding for, and the market, I guess, is tightening if we look a bit further out in time. Can you give some color on what we should think about the long-term potential in your margins compared to the historical level here? Is there any reason why we shouldn't come back to a more historically kind of normal margin level?

Yeah, maybe I'll remind everybody of the commentary I made. I can't remember if it was the last quarter or the quarter before, but we've said that we see our market picking up from late 23 into 24 and 25. Every bid that we put in is a better margin than the last one as the market generally tightens. And we do expect to see our margins improve in 24 and 25 for certain towards more historical averages. Although I did at the last call to remind everybody that in 2016 and 17, we had quite a spike in our EBITDA because we had something that is not happening this time. which was a large set of awards to Subsea 7, and then the market in the supply chain collapsed underneath us, and we gained quite well profit-wise there from a supply chain that was falling rather than a supply chain that's rising. So I would expect to see a more normal, gradual return in profitability in the out years rather than the big spike we saw in the 15, 16, 17 period.

Understood. Thank you very much.

Thank you. The next question is from the line of Guillaume Delaby from Société Générale. Please go ahead.

Yes. Good afternoon, John. Two questions, if I may. Could you maybe try to provide a little bit of timing regarding, I think it might be a rice issue on the seaway. Is it six months' time, 12 months' time? So what do you have in mind today? And maybe if we try to put ourselves maybe in a longer period of time, what might be, I know that you will remain extremely qualitative, what might be the vision post 2025 or 2026? Do you expect to totally split the two businesses or what could you say about that going forward? Thank you so much.

Yeah, thank you. Just on the question of timing, I guess what we would see as we look ahead here is that we should expect the UK government, hopefully, to announce its contract for difference around the middle of this year. We would expect to see the half a dozen major UK projects that are in the market at the moment get awarded to market, and we would expect to get a reasonable share of that. We would also expect to see Seaway in the next year pick up some U.S.-based work on some of the larger U.S. projects. So I think we would see ourselves really filled ourselves out in terms of where we go from there. We will also be doing the topics that Martha touched upon about debt and getting the balance sheet in order for Seaway 7 in the next 12 months to start to put it on its own foundations, which links into your second question. For us, there is a very clear linkage today between the two businesses. They use common processes and systems. We move people. We sometimes move assets backwards and forwards. We do want to create the ability that the two businesses are measured separately, an oil and gas business, a new energy business in the subsea side, and then Seaway 7 would be the fixed wind business. Our aim at the moment is just to make sure that we can address what those two very different markets need and structure ourselves in terms of leadership and focus on those markets in the near term. Where we can take it to, that will work out in time, I think is the answer to the question. We will see it from there. But the aim is that Seaway 7 will have its own balance sheet and will have enough strength in due course to stand on its own two feet. As we said in the capital allocation slide, our aim would be to be a 51% or greater owner of Seaway 7 in the medium to long term.

Thank you very much, John. I turn it over

Thank you. The next question is from the line of James Winchester from Bank of America. Please go ahead.

Brilliant. Thank you very much. I was just wondering if you could help bridge your guidance for the renewable segment. You've kind of got revenues are expected to come in a billion with EBITDA margin towards 10%. And then if you kind of take the first quarter, it came in around 5 million EBITDA. So if you kind of take the simplest case and expect 100 million EBITDA for the full year, with only 700 million in the backlog to be executed this year, would require like a 14% EBITDA margin. So, of course, you'll be expecting some from kind of a book and term from new orders, but could you provide a bit of colour on this dynamic? And could you also provide a kind of a similar bridge for the subsea segment? Thank you.

Well, the subsea side, it's two things. It has elements of seasonality, and we had flagged quite clearly that the first quarter will be lower, and that's where we are today. So we're very clear that the subsea piece fits together pretty clear to us. We know where we're at. We've got a very high level of backlog for this year, so we know what we have to liquidate. And barring any major, major unseen global changes here, we should be liquidating the subsea business in line with our plans. Renewables, you know, we build out renewables with a big push on Seagreen in the second half of this year. With its cable aid, there's more jackets to go in. And of course, as those major projects get towards a close, you have opportunity to look at the allowances and contingencies in the project. as well as just the inherent profitability as we liquidate project performance on the jobs. We also have Holanzi Kust in Holland, a major project which we are just starting now in Q2, and we'll be liquidating a 100-pile project there. We hope we should have Taiwan behind us in January towards the middle part of this year. And our cable layers should be active as well. Our heavy transport vessels in that fleet as well are also pretty busy now in the next three quarters. So I will let Stuart and Mark Hodgkinson, when they do their call later in the day, provide a bit more color. But that's the way to look at it. It's around the fact that the main assets are now all back to work, having had their winter break, and then they'll be out working when the weather period allows them to go to work.

Brilliant, that's very clear. Thank you.

Thank you. There are no further questions at this time, so I'll hand back to John for closing remarks.

Well, thank you very much for joining us. We know today is a very busy day for everybody with lots of other companies reporting, but we look forward to catching up with everybody again when we announce our Q2 results. So we look forward to talking to you then. Thank you very much. Goodbye.