OceanPact Serviços Marítimos S.A. (OPCT3) Q4 FY2025 Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to OceanPact's Fourth Quarter of 2025 Earnings Call. In this conference call, we will also address the full year 2025 earnings results. [Operator Instructions] This conference is being recorded, and the replay will be available at the company's website at ri.oceanpact.com. The slide deck is also available at the company's Investor Relations website as well as on the CVM website at gov.br/cvm. Before proceeding, we would like to mention that the forward-looking statements that may be made during this conference call relating to the company's business prospects are forecasts and predictions based on the management's current expectations. These expectations are highly dependent on macroeconomic conditions, market risks and other factors. With us today are Mr. Flavio Andrade, CEO; Haroldo Solberg, Vice President and Director of the Vessels segment; Adriano Ranieri, Director of the Services segment; and Eduardo de Toledo, CFO and IRO. They will first comment on OceanPact's 4Q '25 performance, and later, they will be available to take your questions. I will now turn the conference over to Mr. Andrade. You may begin.

Thank you, Doris. Good morning, everybody. It is a great pleasure to see you all again. I believe that most of you were here with us last Monday, a few days ago when we announced the combination of OceanPact's business with CBO's business. I don't think we can start today's presentation without at least touching on that subject. Our announcement was very well received by our clients. We had meetings with some of our clients as soon as we were able to disclose that information. And the announcement was very well received by them and also by the shareholders. Our shareholders were very happy about the announcement and about the deal as a whole. So I believe that it was a correct decision, and we are very happy that this decision was well received and recognized. I'm sure all of you are familiar with the deal. So I'm not going to repeat all the characteristics of the combination between OceanPact and CBO, which will give us a fleet of 73 vessels in the combined company. And we will put together OceanPact skills when it comes to entrepreneurship and customer service, innovation and our focus on offering services that cater to the customers' needs. All of that will be added to CBO's skills and the excellence in the operation of their fleet with 45 vessels and 31 of those vessels were built by CBO itself. So we believe that the combination of our strengths will result in a powerhouse in our sector. Now let's talk about 2025. It was a very good year for OceanPact. Our revenue came to BRL 2.1 billion. We had a 30% increase year-on-year. So now let's take a look at our results. Let's go to the next slide, please. Our utilization rate in Q4 came to 71%. Of course, that was impacted by the RSV downtime because they are being prepared for the new contracts. And for the full year of 2025, the utilization rate was 82%, in line with our guidance. Net revenue came to BRL 552 million, 20% higher year-on-year. Our EBITDA came to BRL 178 million, a 22% increase year-on-year. And our net profit came to BRL 24 million and BRL 105 million in the full year 2025. For the first time since we went public, we are going to have a profit distribution, of course, subtracting the accumulated losses. And the rest, of course, we also have the legal reserve, but we are going to distribute the balance to the shareholders. This is going to be the first dividend payout since the company went public and became listed on B3. And now I'll turn it over to Haroldo, who will talk about the results in the vessel segment.

Thank you, Flavio, and good morning, everybody. Let me give you an overview of the main operating highlights in the vessel segment in 2025. Starting with our utilization map. We came to 71% in 4Q '25. It was lower than previous quarters because of the lower concentration that we had on the map. We had 5 RSVs being mobilized for new contracts, Bandolim, Paredes, Timbebas, Reis and Badejo. And also, we had 2 vessels docked Trindade and Macae in blue. In pink on the map, you can see the 6 vessels undergoing maintenance, Abrolhos, Manuel Luis, Sao Sebastiao, Badejo and Trindade. And yellow, we had Ilha de Tinhare without any contract. That led us to 82% utilization rate for the full year, in line with our guidance. Next up, let me show you our plan for the utilization rate in 2026. We're projecting a 78% utilization rate, 4 percentage points lower than the 82% that we had in the previous year. and that is related to the acceptance test in RSVs and also the difference in the scenario for Tinhare, which is in layup right now. It is going to be similar to 4Q '25 due to the concentration of mobilization, especially because the mobilizations that started in late 2025 will continue in early 2026. 7 vessels will be mobilized in the first quarter, 5 RSVs, Parcel dos Meros, Paredes, Timbebas and Reis and Bandolim and then AHTS's; Sao Paulo and Sao Pedro. We also have Reis in operation under a new contract with Petrobras and the other 3 Bandolim, Paredes and Timbebas are reaching the end of the acceptance test phase, and they should start their contracts over the next few days. Starting in the second quarter, once they start operating under the new contracts with a lower concentration of mobilization and dockings, we are going to have over 80% utilization rate. The new contracts for RSVs and AHTS's had significant increases in their daily rates, we should remember. Next slide, please. Now let me give you more details of our utilization rate of 71% in 4Q '25. On the left-hand side, you can see the impact of the days without any contract, 1 percentage point impact, mobilization with 14 percentage points and docking 4 percentage points. Operating downtime came to 11 percentage points due to the volume of downtime for maintenance as we saw in the previous map. And on the right-hand side, you can see a reduction in the number of days of utilization going from 1,743 to 1,597 days due to the mobilization efforts and docking. The daily rates went from BRL 165,000 to BRL 203,000 year-on-year, a 23% increase. And that was mainly due to the short-term contracts for RSVs, Meros, Badejo, Bandolim, and the long-term contract for Ilha do Mosqueiro in 2025 and also the PSVs and RSVs that started their contracts in 2024. Next slide. Now I'd like to show you the results of the vessel segment. On the left-hand side, you can see that the net income came to BRL 323 million, 11% higher year-on-year. And on the right-hand side, you can see that our EBITDA came to BRL 85 million from BRL 90 million. And the EBITDA margin went down from 31% to 26% due to operating downtime in the period and also a provision for losses of BRL 12 million for one client. And that took us to an EBITDA of BRL 375 million and an EBITDA margin of 28%. Now I'll turn it over to Adriano Ranieri to talk about the Services segment.

Thank you, Haroldo, and good morning, everybody. Now let me present to you the numbers of the Services segment, starting with Subsea and Geosciences. We came to BRL 166 million in net revenue in the quarter, 40% higher year-on-year. That growth happened mainly due to the beginning of the decommissioning projects, considering the mobilization of projects. Due to the nature of the decommissioning projects, we expect to see a higher fluctuation in the future results in this unit. Now Oil Spill Response. This unit had a revenue of BRL 34 million, 19% more year-on-year. Here, we highlight the advances that we had in our port basis. Now consulting and other UNs, we came to BRL 48 million rather in net revenue in the quarter, 74% higher. The highlights here are the developments that happened in our consulting area, the logistics areas as well and also the incorporation of Aiuka, the company that we acquired last year. In the Services segment, the consolidated revenue came to BRL 248 million, 47% higher year-on-year with an EBITDA of BRL 93 million, a year-on-year increase of 67% with a margin of 38%. And the drivers here are the same as the drivers for the revenue, including the decommissioning projects and the growth of the logistics and consulting departments. Now I'd like to turn it over to Eduardo.

Thank you, Adriano. Good morning, everybody. It is a pleasure to see you all again. Now let's talk about the consolidated numbers for the fourth quarter 2025. Net revenue came to BRL 552 million, a year-on-year increase of 20%. Our EBITDA went from BRL 178 million -- came to BRL 178 million, 22% more year-on-year, in line with our expectations for this quarter. Last quarter, we told you that some campaigns and mobilizations could bring additional results this quarter, and that's exactly what we saw. Now costs and G&A expenses, they came to BRL 297 million in 4Q '25 with a 12% year-on-year increase. We should remember that this quarter, we had 2 vessels being freighted -- being chartered, rather, and we also used a third-party RSV. Now our G&A expenses, the increase was significant, 48% increase, reaching BRL 74 million. But basically, this is related to provision adjustments, including short-term and long-term incentives. That amount causes an impact of BRL 17 million in this comparison. So I believe that, that explains a big portion of what happened this quarter. Now when it comes to CapEx, we reached BRL 187 million, and this number is in line. It is compatible with the large number of vessels that were mobilized to serve their new contracts. Now financial performance. We finished the fourth quarter with BRL 720 million in cash. I'd like to highlight the BNDES funds in the amount of BRL 170 million, which helps us improve our debt profile. We finished 2025 with BRL 1.219 billion in debt and our net debt over EBITDA ratio was just under 2x. And that growth from the third quarter to the fourth quarter is related mostly to Meros. We now have a contract with Meros that entitles us to stay with the vessel for another 3 years. And it is the vessel that is going to be used in the decommissioning of Trident. And when we have vessels being chartered for a long term, you need to reflect that amount as an increase in debt. That's how it is accounted for. So that explains that leap from the third to the fourth quarter. And now I would like to turn it back to Flavio, so that he can continue the presentation.

Thank you, Eduardo. Now our backlog, we added Rochedo de Sao Paulo to the backlog with BRL 389 million, Ilha de Sao Sebastiao with BRL 159 million and other contracts such as the SBM contract, we are going to use a foreign partner and also Technip and agents in the Port segment. And the backlog comes to BRL 6.9 billion. It is a very strong backlog. When we finally announced the closing of the deal with CBO, I'm sure that the backlog will be stronger. It is going to be around BRL 14 billion, as we mentioned previously. Now let me show you some highlights of the sustainability and innovation front. OceanPact, and I myself was there at COP30 together with HUB Ocean. HUB Ocean is a nonprofit organization from Norway that collects ocean data and allows access to that data to whoever wants to use the data for research purposes or governments, for example, multilateral bodies as well. It is a great project by this nonprofit organization and Aker and Microsoft and other incredible companies support them. And we support them here in Brazil as well. And we were all there together at COP30, placing more emphasis on the agenda of getting to know the oceans better, which ultimately benefits our services of data collection. And of course, it seems natural to us that we should contribute to other players who want to make that data available to other organizations. And we added public data to their platform as well. And the next step is to talk to our clients so that they make their data available; the data that is not strategic, that doesn't have to be exclusive so that we can contribute to this project even more. We also had some developments in the MengueLab project, which is a project related to measuring the carbon captured by mangrove's project. And OceanPact Digital received another award, another international award. Next slide. As you can see on the chart showing the utilization rate, the tests are taking a little bit longer than we imagined. Petrobras needs the vessels. All of those vessels were already working for Petrobras. They were upgraded and now they are going back to Petrobras. And we thought that the test would be faster, but it wasn't the case. The tests are being conducted as they always are. They are very strict tests, including all the tools of the ROVs in maximum depth. So they take a long time to finalize, but they are all going towards the last phases of the tests. And Rochedo de Sao Paulo and Parcel dos Meros will start operations in mid-April. As for the dividend payout, we are going to submit the proposal to the shareholders' meeting in the amount of BRL 19 million, and that is the total amount of the net profit of the fiscal year after discounting the accumulated losses and the legal reserve. About the CBO deal, we have already submitted the proposal to the Brazilian antitrust authority. And that's it for now. Thank you very much. We may now take your questions.

[Operator Instructions] The first question comes from Monique Greco with Itau BBA.

I have 3 questions, if you allow me. The first question is a follow-up on the last point that Flavio was explaining about the reduction in the guidance and why it happens. I don't know if I understood it correctly. But as I understood it, you expected Petrobras to be faster, but it actually took the same amount of time that it usually does. My question is whether or not that can have an impact on the future tests and assessments. Do you think there's still any adjustment to be made in the time it should take in the future assessment? And my other question is also about Petrobras. Ocean was just announced the winner of a contract for decommissioning. And I would like to know what's on your radar right now? What are the next auctions? What's prevalent? What should we keep an eye out for in the next opportunities for contracts with Petrobras? And the third question is about the deal with CBO. Considering the synergies that you have identified so far and everything that we talked about on the call last Monday, can you give us more color, a qualitative color about the relevance of each type of synergy, for example, commercial, G&A reduction, CapEx, if you could rank them according to their relevance, that would be helpful. And also, how long should we expect you to take to capture all those synergies?

Okay. Answering your first question, and thank you for the questions, Monique. About the tests, Petrobras is not really to blame here. We expected -- it was our expectation based on our conversations with Petrobras. So it was guesswork on our side, and it did not really come to pass. We thought that Petrobras would be faster in the tests. Since the vessels were already there operating for Petrobras and since Petrobras needed the RSVs so much, we thought that they would test fewer things or that they would test things by sample, at least in some items and not test all of the 40-plus tools that are OVs having maximum depth. It was guesswork on our part. It was a legitimate expectation, but it wasn't like they did not feel a promise that they made us. It was a mistake on our side. And it wasn't the only reason why it took so long. We had some delays for the vessel to get to the docks. We had to wait for the vessels to finish performing other works. So the timetable that we submitted to the market, we submitted it in November. Many things happened since. We had to delay dockings for 12 to 15 days because there was a shortage in available docks and also the tests. But we don't expect to have any more delays I believe that for bundling, the test will finish today or tomorrow, the other 2 will finish next week. So things are going according to plan now. Now your second question, I am not sure if we were announced as the winners yet. We are ranking first. Petrobras publishes the ranking first and then they announce the winner. And they might strike someone off the ranking. So we don't think we were announced as the winner yet. But I believe there's a good chance we are going to win this contract for a pull-out project. It's a BRL 400 million contract, and we are very well positioned to win it. And there are some other bids where the ranking has already been disclosed. We are not ranking first, but we do have some positive expectations regardless. There are companies that are offering prices that we don't believe are feasible. There are companies that do not seem to meet the financial criteria established by Petrobras. So we are ranking first in this one project that you mentioned, and we are still fighting to land the other ones as well. And for Petrobras, there are still bids pending for this year, especially in the second half of the year. There's a bid for geotechnical works and also BP and Equinor bids, we are participating in them. So in Geosciences, we have some bids that have been announced already. And for decommissioning, we don't have any other projects as far as I know. So we have a few ongoing ones. And I'm not sure there are others that have been announced for now. Now about your third question about the synergies. We showed you a slide showing the downtime difference. CBO has a 3% downtime in their fleet. And we, with our fleet, we have 8% downtime. And I remember that on Monday Haroldo explained that for each 1% improvement on our fleet will give us an increase in EBITDA of BRL 14 million to BRL 15 million in the year. So we are going to move towards that direction. I cannot tell you right now when we are going to capture those synergies since we don't even know when the closing will happen. And on the commercial side, it's more or less the same thing. OceanPact's commercial downtime was 2% and CBO was 25%. So for each 1% improvement, we are going to get BRL 14 million to BRL 15 million in EBITDA. We cannot tell you exactly how long it's going to take for us to get there. But I believe that the 2 sites will progress. We'll make progress. And the speed in which we will be able to advance towards a better number, we can't tell you right now what the speed will be. I don't know maybe Eduardo wants to comment or Haroldo wants to comment more about those synergies and other synergies as well.

If I may, Flavio, I would just add that now we have time to take a deep dive in those synergies, of course, taking a lot of care when it comes to antitrust matters. But now it is the time for us to take a deep dive and understand more clearly what the design of the company will be and what is going to be done when. So I believe that we are going to have more clarity on this as we advance. And all of that is going to happen in parallel with the antitrust authorities process. Now if you look at the percentages that we mentioned, I believe that the numbers are similar on the commercial and the operating fronts, but the operating front has a larger gap. I believe that we can help CBO occupy their fleet in a more efficient way. And I believe that, that is going to be the main avenue for us to reach the full potential of the combination of the 2 businesses.

Next question was submitted in writing by Lucas De Oliveria. What is the SG&A expense and depreciation level do you project for the year 2026?

Thank you very much, Lucas, for your question. First, about depreciation. Depreciation should take a significant leap. Our investment cycle for contract renewal started in late 2024 and mainly 2025 and now 2026 as well, and that is going to cause depreciation to grow. So depreciation should take a leap at about 20% to 30% or something between those numbers. And when it comes to SG&A, well, our forecast for G&A is to be in line with inflation, which should account for a drop in relation to revenue. Revenue will grow significantly due to our contracts. So we are going to see a drop. Those 12% should decrease a little bit. Okay. Thank you very much for your question.

Another question submitted in writing by [ Leonardo Puevizon ]. Can you give us more color about the auction that you won with Petrobras for the pullout of mooring lines for decommissioning?

I think I answered that question already. But again, we are ranking first, but that's all we can tell you for now. I believe that we offered a number of advantages. When we participated -- when we decided to participate, we expected to rank first because we have a vessel that is prepared for this service. So that put us in a very good position in this competition. And that's all I can tell you for now.

Another question submitted in writing from [ Lucas De Oliveria ]. Actually, there are 3 questions from Lucas. The first one is, we saw that your EBITDA margin in the vessel segment went from 31% to 26% due to downtime and a specific client provision for bad debt. Can you give us more color on the nature of this provision? Is it an isolated event? Or is there any risk of this line spilling over to your 2026 balance sheet? What is the run rate that we should expect, excluding the extraordinary effects? Question two, the merger with CBO will bring a clear avenue for cross-selling in the Services division, which already accounts for a significant portion of your results. Do you have a schedule, a preliminary schedule or a target for the number of ROVs and technological solutions that you intend to integrate to CBO's fleet in the next 12 to 18 months after the antitrust authorities' approval. With your leverage level under control at just short of 2x and the first announcement of dividend payout in the amount of BRL 19 million, how is the Board thinking about a shareholder compensation policy in parallel with the integration costs with CBO? Is it your goal to have a minimum payout during the merger to signal to capital discipline?

Thank you for the questions. Very good questions. Starting with the first one. This allowance for dead debts is a specific event. It is not a recurring client. It is related to a service that had a duration of 4 months. And part of the service was paid for, but the last part was not paid because the client went into a pre-phase of reorganization process. And we don't expect to see any spillover into the 2026 balance sheet or anything of the sort. Now the normalized margin that we expect, well, we expect to see a growth in the margin. I cannot give you any number because it would be guidance. But if you look at the analyst numbers, it is clear that we are going to have a margin increase due to the new contracts and the new daily rates. Next question about the CBO margin and the cross-selling. That's exactly as you said it. It is one of the biggest avenues for growth. But CBO just started some contracts just like we did. And since they didn't have the business with us yet, they used third-party ROVs in those projects. And the replacement can only happen at the end of the contract. But there are opportunities for ROVs on AHTS's, but we still have to develop those plans together with them. And the last question about leverage. We announced the first dividend payout. We are happy to be able to provide returns to our shareholders. We don't have a dividend policy per se, but we do think about where we want to be in terms of leverage. The sweet spot before the CBO deal was 1.5 to 2x. And as I said last Monday, since CBO's debt is very good quality and their debt is higher than ours, we believe that the sweet spot for the combined company would be 2 to 2.5x. And because of that, because of that sweet spot, we believe that we have major room to pay dividends. The 2 companies are on a downward trend in terms of leverage. And if we look at the pro forma numbers as of September 2025, the leverage level is at 2.6. So we are very close to that sweet spot. So there is room for dividend payouts. Of course, the integration is going to entail costs. We are going to spend on the integration of the systems, and it all affects the profit. So dividend payouts will be depending on our profits. But having said that, I believe that the companies are at very good moments because of the new contracts. And our contract renewal in comparison with the total number of our contracts is better than theirs. So our growth should be better than theirs as well. But the 2 companies have been on a very positive trajectory. CBO has been generating profit as well. So the combination will, for sure, give us a good room for dividend payout.

[Operator Instructions] We have another question from [ Leonardo Puevizon ] submitted in writing. Now that you are going to have CBOs shipyard available after the merger, are you going to still invest in the construction of the key?

Yes, we are going to continue with that investment. And we have now even more customers for this ship -- not the shipyard, but the key. One of the goals of having our own keys to service our own vessels for shift turns, for example. We spent a lot of money to use third-party keys, and we will be able to use our own key now and have our own shipyard for repairs. And CBO also has many vessels that more in third-party ports. And now they are going to use our own key that is going to bring us more revenue. And also, it is going to be a logistics base for our clients. That is not going to change. We are going to have a busier key, if you will.

The next question submitted in writing by an anonymous attendee. The question is, can you share your perspective for the offshore Brazilian market in 2026? Where are the main opportunities and the main risks as well?

Thank you very much for your question. We believe that 2026 is very foreseeable. Petrobras works with a lot of time in advance of their needs. And they hire the companies for longer-term contracts, for example, 4 years. So the contracts for 2026 are already known. They have already been announced. They renewed many bids last year. So there are many contracts that are just starting now, and Petrobras got ready for that in a very smart move, in my opinion. In order to stop daily rates to grow at the pace that they were growing, they decided to have the new contracts earlier. And for vessel operators, the daily rates grew in a healthy way. For chartering, I believe that we are not going to have major news. Now when it comes to services, Petrobras has already stated more than once that it likes to hire services in which the productivity gain when there is a competitive process and the service providers like us and DOF and other companies, part of the productivity is transferred to Petrobras so that we can win the auction. So we are going to have the productivity gains and Petrobras will know exactly how much they are paying. They're not going to be at the mercy of execution risks. So when it comes to services, especially decommissioning, we see those types of projects, but also mooring line inspections and duct inspections, decommissioning projects. That's how Petrobras has been hiring companies. And we believe that those projects will continue to come this year.

Another question submitted in writing by another anonymous attendee. The question is, what can we expect in terms of EBITDA over the course of 2026? Is the first quarter 2026 going to be similar to the fourth quarter 2025?

Well, our expectation for the first quarter 2026 due to the mobilizations that you saw on the vessels map is for us to have an EBITDA that is lower than 4Q '25, but higher to 1Q '25. It should be lower than Q4, but higher than Q1. It's going to be in between the 2 numbers. Now when it comes to the full year, with a utilization rate higher than 80%, as Haroldo mentioned, well, the level is going to be completely different for Q2, 3 and 4 will be much higher than Q1.

Another question submitted in writing by Joao Regera. Congratulations on the results. I'd like to know if -- is there going to be any maintenance and demobilization CapEx reduction due to CBO's shipyard apart from the reduction in downtime.

Well, for now, I believe the answer is yes. We are still mapping the best of the 2 worlds, and that is part of the things that we have identified so far that could be synergies to be captured.

This concludes OceanPact's Q&A session for today. I'll turn it over to Eduardo for his closing remarks.

Well, thank you, Doris, and thank you, everybody. was a great pleasure to see you all again after just a few days since we last talked. We have been working very hard this week, starting the conversations about the waivers that will be necessary. And as Flavio said, the reception was great from our shareholders. They supported us in this move. So I believe we are all very happy about the reaction that we saw from the market. And now we're going to start working even harder to make progress on the conditions precedent and also on the efforts of finding synergies and designing the integration as well. While the Brazilian antitrust authority assesses the proposal for the next 3 to 4 months, we are going to work on those things. And it is enough time for us to have more clarity on the integration plan that we will put in practice right after the closing. And I believe it was Falanga who asked a question last Monday about the cultural integration between the 2 companies. We are working with BTS, specialized consulting firm that will help us on the culture front. Now that the deal is public, they are going to start the deep dive. They are going to start talking to the employees of the 2 companies and focus groups so that we can map everything that we need to be aware of to ensure a successful integration. That's where we are focusing right now. And now Flavio, over to you.

Well, thank you. I think you said it well, Eduardo. Now we are going to focus on the everyday business. We don't want to get distracted from our operations. Everybody is very well aware of the missions, the everyday missions that we all need to address. And the consultants, the external consultants will help us on the integration. But of course, we are the ones that will have to drive this effort. And CBO's team, I'm sure, is going to be a great addition to ours. I believe we have a lot of similar values. The 2 companies do things the right way with safety always. And we know that we are the ones who are really going to get things done and work hard. And that's what we enjoy doing actually, as I always tell you, I believe that we work better when we have a lot on our plates than when we don't. And that's what we are going to focus on. Thank you. That concludes OceanPact's earnings call for today. Thank you very much. See you next time. [Statements in English on this transcript were spoken by an interpreter present on the live call.]