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Company presentation 13 August 2013
Aqualis Offshore Holding ASA (to be renamed Aqualis ASA)
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
Appendix
Agenda
2
Company development last nine years
3
2006 - 2013 Nov 2013 – Jul 2014 Aug 2014
ASA ASA
ASA
Nov 2013
Apr 2014
Jun 2014
Aug 2014
Aqualis Offshore Holding ASA
Listed on Oslo Stock Exchange
Listed on Oslo Stock Exchange
Acquisitions:
Spin-off:
4
Aqualis Offshore Ltd Tristein AS Offshore Wind Consultants Ltd
Established in 2012 by Ferncliff and
Strata M&O
Specialised offshore, marine and
engineering consultancy firm, focusing
on the shallow and deep-water offshore
segments of the oil and gas industry
worldwide
Established in 2007
Acquired by Aqualis ASA in April 2014
Innovative wide range provider of
offshore marine operational services
and offshore installation contractor
Established in 2011
Acquired by Aqualis ASA in June 2014
A globally focused specialised
consultancy providing independent
services to the offshore renewables
industry
Aqualis Offshore Holding ASA (to be renamed Aqualis ASA)
41% of 2013 pro forma revenues 51% of 2013 pro forma revenues 8% of 2013 pro forma revenues
Aqualis Offshore Holding ASA – Marine & engineering consultancy services
Executive Management David Wells, CEO. Master Mariner Has more than 30 years experience in the offshore sector with particular focus on offshore operations, MWS and marine consultancy. Specialist on jack up operations, location approvals and all aspects of rig moving. More recently involved in senior management duties.
Dr Bader Diab PhD, Director Engineering and North America Structural and Global Performance Engineer. 25 years offshore engineering global experience covering both shallow and deep water sectors with extensive structural design experience of MODUs, mooring systems, motions, installation engineering and familiarity with shipyards. Based in Houston.
Reuben Segal, Director Middle East. Naval Architect 19 years experience in the offshore and shipping sectors covering both engineering design and ship surveying. Extensive recent global business development experience with focus on Design and Construction of offshore oil and gas assets.
Phil Lenox, Director Asia Pacific. Structural Engineer Over 40 years of onshore/offshore experience with both contractors and consultancies including conceptual design, detailed structural analysis and design through to construction and installation. Specialises transportation and installation projects including
Bjørn Havard Brenden, M.Sc., Director Norway Naval Architect and Marine Engineer with 20 years experience in engineering design and as project manager for projects involving ships, semi submersibles, offshore service vessel, tankers and conversions to FSU/FPSO including offshore construction and installation experience. Based in Norway.
Santosh George, Group QHSE Manager Specialist QHSE consultant and auditor with extensive risk analysis experience covering shipyards and offshore assets together with implementation of Group Management systems and ISO accreditations. Based in UAE.
Christian Opsahl, CFO Extensive international finance, investment banking and private equity experience within the global financial markets, together with industrial experience from companies servicing the offshore oil and gas markets. Based in Norway.
5
Dr Andrew Theophanatos PhD, Director South Americas Naval Architect with over 30 years experience in offshore engineering and project management around the world and latterly in Brazil. Specialises on offshore engineering projects in both consultancy and MWS capacities for services related to all recent deepwater field development projects.
Torbjørn Rogde, Managing Director, Tristein AS Extensive background from the navy from 1986 to 2001. Experience includes AMOS Academy and Grieg Logistics. Before joining Tristein AS, he was running his private company, supporting development of HSEQ systems and conducting management and leadership training for seafarers.
Ian Bonnon, Group Renewables Director Over 30 years experience in the offshore wind, oil and gas, marine and subsea cable industries. Specialist in provision of consultancy services to offshore wind farm developers and investors for full life cycle scopes of work. Ian is a Chartered Civil Engineer and is based in London
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
Appendix
Agenda
6
Transportation and Installation
Marine Warranty Services
Rig Moving
Construction Supervision Services
Dynamic Positioning Services
Marine Consultancy
Due Diligence Services
Engineering
Aqualis Offshore Ltd – specialised offshore marine and consultancy services
Key information
Service offering
Engineering 7
Established in 2012
Provider of specialist marine and engineering consultancy, primarily to the offshore oil and gas sector and renewables industry
Head office in London, operating as a global entity
Integrated marine and engineering staff consists of carefully selected industry specialists with long track record
Global footprint – 13 offices in 9 countries
Approx. 150 employees
Service sectors Service sectors
8
Offshore projects
Mobile offshore jack up units
Floaters: Semi-subs / drill ships / tender barges
FPSOs / FSOs
Fixed platforms
Pipelines
Construction & support vessels
Dynamic
Poitionning
Transport and
installation
Renewables
Investment Market
Offshore operations: key for all business lines
9
Moving of rigs
Offshore Construction
Projects
Transportation &
installation
Marine Warranty
Services (MWS)
FPSO engineering and
installation
Towages
Offshore Operations «Doing» derivative «Observing» derivative
Jack up engineering
(basic design, upgrade
and conversion)
FPSO marine engineering
Construction supervision
Engineering design and
consultancy
Key staff provision
Technical Due diligence
DP FMEAs and audits
Vessel inspections and
surveys
Marine and engineering
approvals
Site assessments
Engineering reviews /
verifications
Marine consultancy
Complete life-cycle involvement with offshore assets
10
Project initiation Engineering / design phase
Project procurement
Construction Hook-up and
commissioning Asset
management De-
commissioning
Marine project / asset life cycle
Aq
ual
is O
ffsh
ore
se
rvic
es
Engineering (niche-focus):
Basic / conceptual design / FEED
Modifications and upgrades of drilling rigs / FPSOs / FSOs / lift-boats
Transportation & installation analysis
Inspection & approvals:
Marine warranty services
Mooring analysis
Condition and suitability surveys / audits
DP inspections and audits
Jack-up site assessments
Construction yard supervision:
Site attendance on behalf of owners, shipyards, financial institutions, 3rd parties
New-builds + conversions & upgrades
Due diligence / compliancy; financial community focus
Marine operations:
Transport and installation services; “moving of offshore assets”
Rig moving
Float-overs
Site attendance & procedure management
Aqualis’ key competencies are conjointly exposed to both offshore opex and capex cycles
Rig / vessel owners:
NOCs / IOCs: Offshore cont. / shipyards:
Underwriters / financial inst.:
Selected clients
11
Global presence – covering all major oil regions
12
Current locations
RIO DE JANEIRO
MEXICO
HOUSTON
OSLO/SANDEFJORD
SINGAPORE
SHANGHAI DAMMAM
DUBAI
ABU DHABI
MANAMA
LONDON
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
Appendix
Agenda
13
Tristein – an experienced operator
14
Highly respected player on the Norwegian continental shelf (NCS)
Founded in 2007, commenced operations in 2008 by six former sea captains with background from the oil & gas industry
innovative wide range provider of offshore marine operational services and offshore installation contractor
Strong position within both offshore oil and gas and renewables, reflected in several long-term client relationships and frame agreements
Combined competence of Tristein and Aqualis Offshore = stronger service offering to customers on the NCS and abroad
Offers highly demanded competence, built on experienced personnel with background from the shipping and offshore industry
Tristein – business areas
15
Marine Operations & Logistics Engineering & Survey Renewable Energy
Marine operations
─ Rig moves
─ Towing operations
─ Offshore heavy lift
─ DP services
─ Subsea Pipe Laying & Removal
FPSO & Mooring Services
Base Management & Logistic Services
─ «High and heavy» handling
Engineering
─ Transport / seafastening design
─ Technical analysis / verification
─ Development of installation methods
Survey
─ Operational vessel surveys
─ Compliance audits and verifications
─ DP trials
─ Insurance Condition Survey
─ P & I co-insurers cargo inspections
Offshore Wind
─ HVDC Platform Tow & Installation
─ Advisory and management support to developers
─ Foundation and MODU handling & installation
─ Feasibility studies
─ Concept design
─ Method statements
─ Base management
88 % of 2013 revenues 10 % of 2013 revenues 2 % of 2013 revenues
Tristein – global services
16
Current core focus area
Growth regions
Service clients across the global oil and gas regions
Solid experience from harsh North Sea environment = capability to handle projects in any region
Geographical expansion plans through leveraging solid track record among major global clients
Tristein – selected clients
17
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
Appendix
Agenda
18
Offshore Wind Consultants
19
Incorporated in November 2011
Based in London, England
Currently nine staff, of which five full-time employees
Globally focused specialised consultancy providing independent services to offshore renewables industry
Recognised as one of the leading service providers of consultancy services for offshore wind projects
Will provide access to the offshore wind and renewables industry, in addition to enhance the overall service offering
Service offering
Consultancy Services
Engineering Services
Due Diligence
Expert Witness
Project Management Support Services
Offshore Wind Consultants - Clients
20
Vattenfall
East Anglia Offshore Wind
Gwynt y Mor Offshore Wind Limited
RWE Innogy GmbH
Galloper Offshore Wind Limited
Trianel GmbH
Mainstream Renewable Power Limited
GL Group
Iberdrola Renewables
ScottishPower
SNC Lavalin Capital
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
Appendix
Agenda
21
The combined group
22
Strengthened position in a growing market space
Enhanced services through sharing of knowledge, resources and expertise
Stronger foothold in the offshore wind industry
Utilisation of the group’s global network
Ticker: AQUA
Offshore oil and gas sector currently resource challenged – relying on external consultants
Growing amount of smaller, independent companies with lean organizations – need to outsource specialized services such as engineering design and operational support services
Each project requires an increasing number of roles – asset owner representative, oil company representative, creditor representative, insurers representative, etc. “One party doing the work, several parties observing”
Increasing safety regulations in all parts of the E&P value chain enhances need for 3rd party verifications
Increasing focus on risk management from owners, customers, lenders and insurers following costly delays and accidents (Macondo, Yme etc)
Underlying jack-up market is growing, offering increased shipyard and operational opportunities. Current backlog is 141 units (source: Carnegie Research), of which 85 new rigs to be delivered by end of 2015
Engineering opportunities to upgrade and modify aging jack-up fleet for new offshore roles e.g. MOPU’s and accommodation units
Increased emphasis on sustainable energy sources strong growth in the European offshore wind industry
Key drivers for Aqualis Offshore Holding ASA
23
June/July 2014: Aqualis Offshore awarded several new marine and engineering contracts with total value of approx. USD 6.3m, including:
July:
Marine Warranty Services contract for jack up rig moving offshore India from ONGC Engineering associated with phase 1 of the conversion of two jack-up drilling rigs into
MOPUs from Mercator Lines Construction monitoring project for a CJ-50 design jack-up rig in CMHI Yard, China, for Hoidi
International June:
Jack-up rig reactivation and rig move contract in Gulf of Mexico from Mercator Lines Marine call out contract from Total ABK in Abu Dhabi Numerous smaller contracts valued at approx. USD 100k each
Order backlog per 30th June 2014: approx. USD 19m, of which approximately 50% will be
completed in 2015 onwards Current portfolio of frame agreements worth about USD 7-10m p.a. mainly dependent on
number of marine operations (e.g. rig moving) by each client
Recent contract wins & order book development
24
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
Appendix
Agenda
25
Recruitment - rapidly expanding service organization
26
Notes: (1) Numbers include contractors on 100% utilization equivalent basis, both for Aqualis, Tristein and OWC (2) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014
Number of employees
0
10
20
30
40
50
60
70
80
90
100
110
120
130
140
150
Jun-13 Feb-13 Jan-13 Mar-13 May-13 Apr-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14 Apr-14 May-14 Jun-14
5x
OWC pro forma figures Tristein pro forma figures
Revenues – monthly development
27
0
200
400
600
800
1 000
1 200
1 400
1 600
1 800
2 000
2 200
2 400
2 600
2 800
Jun-13 Apr-13 May-13 Mar-13 Feb-13 Jan-13 Jan-14 Oct-13 Dec-13 Nov-13 Sep-13 Aug-13 Jul-13 May-14 Mar-14 Apr-14 Jun-14 Feb-14
OWC pro forma figures Tristein pro forma figures
USD thousands
Note: (1) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014
EBITDA – monthly development
28
-350
-300
-250
-200
-150
-100
-50
0
50
100
150
200
250
300
350
400
450
500
Feb-13 Jan-13 Mar-14 Feb-14 Jan-14 Dec-13 Nov-13 Oct-13 Sep-13 Aug-13 Jul-13 Jun-13 May-13 Apr-13 Mar-13 Jun-14 May-14 Apr-14
OWC pro forma figures Tristein pro forma figures
USD thousands
Note: (1) Tristein AS consolidated in official accounts from May 2014; OWC Ltd from July 2014
Strong financial position
29
Equity
Current liabilities 3 374
48 988
52 997
Non-current liabilities 635
14 601
14 135
24 261
Current assets ex. Cash*
52 997
Cash
Non-current assets
No interest-bearing debt
92% equity ratio
Strong liquidity position: USD 14.6m in cash USD 9.2m (NOK 55m) in
short term receivable* Total cash & cash
equivalents: USD 23.8m
Unaudited pro forma 31.03.2014 – USD thousands
*Includes NOK 55m receivable from Aqualis ASA to be paid in cash on 15 August 2014. Converted to USD with exchange rate as per 31 March 2014 (0.167)
1. Introduction 2. Our business
a) Aqualis Offshore Ltd b) Tristein AS c) Offshore Wind Consultants Ltd d) Combined group
3. Financials
4. Appendix
Agenda
30
Corporate structure
31
**The company is 100% controlled by Aqualis Offshore
Aqualis Offshore Holding ASA
(to be renamed Aqualis ASA)
* In KSA / Bahrain, Aqualis operates through agency agreement with AET
Aqualis Offshore Inc
(Houston, USA)
Aqualis Offshore Marine Services LLC
(Dubai,UAE)
Aqualis Offshore Pte Ltd
(Singapore)
Aqualis Offshore UK Ltd
(London, UK)
Aqualis Offshore Serviçõs Ltda
(Rio de Janeiro, Brazil)
Aqualis Offshore AS
(Sandefjord, Norway)
49%** 100%
100% 100% 100%
Aqualis Offshore Marine Consulting
Co., Ltd. (Shanghai, China)
Aqualis Offshore
Ltd
(London, UK)
100%
100%
Aqualis Dammam, KSA*
100%
Tristein AS
(Oslo, Norway)
100% 100%
Offshore Wind Consultants Ltd
(London, UK)
100%
Aqualis Offshore S. de R.L. de C.V. (Mexico City,
Mexico)
Aqualis Offshore Marine Consulting
LLC (Abu Dhabi, UAE)
100%
Aqualis Manama, Bahrain*
100% 49%**
Pro forma financials Aqualis Offshore
32
Pro forma statement of comprehensive income USD 1,000
Unaudited
Pro forma
Q1 2014
Unaudited
Pro forma
2013
Revenue 6 324 14 995
Other income - -
Total operating income 6 324 14 995
Payroll and payroll related costs (4 206) (9 604)
Depreciation, amortization and impairment (200) (303)
Other operating costs (2 533) (7 714)
Total operating expenses (6 939) (17 621)
Operating profit / loss (EBIT) (615) (2 626)
Finance income 85 178
Finance costs (45) (137)
Loss before tax (575) (2 586)
Income tax expense (19) (28)
Profit / (Loss) for the period (556) (2 557)
Pro forma balance sheet USD 1,000
Unaudited
Pro forma
31.03.2014
Equipment 467
Intangible assets 23 671
Deferred tax assets 88
Investments in associated companies 35
Total non-current assets 24 261
Trade receivables 3 671
Other receivables* 11 615
Funds 206
Cash and cash equivalents 14 601
Total current assets 30 093
TOTAL ASSETS 54 354
Share capital 721
Share premium 48 779
Other paid in capital 981
Retained earnings (1 305)
TOTAL EQUITY 49 176
Deferred tax liabilities 374
Other long-term liabilities 261
Total non-current liabilities 635
Trade payables 680
Taxes payable 134
Other current liabilities 3 729
Total current liabilities 4 543
TOTAL LIABILITIES 5 178
TOTAL EQUITY AND LIABILITIES 54 354
*Includes NOK 55m receivable from Aqualis ASA to be paid in cash on 15 August 2014
Thank you