DOF ASA rights issue and investment case
Transcript of DOF ASA rights issue and investment case
DOF ASA rights issue and investment case
DOF ASA - rights issue and investment case
DISCLAIMERPLEASE REFER TO RISK FACTORS AT THE END OF THIS PRESENTATION
This presentation by DOF ASA is prepared to provide a high level overview of certain aspects of the operations of the DOF ASAGroup and the proposed financial restructuring.The material set out in the presentation is current as at 28th June 2016.This presentation contains forward-looking statements relating to operations of the DOF ASA Group that are based onmanagement’s own current expectations, estimates and projections about matters relevant to DOF ASA‘s future financialperformance. Words such as “likely”, “aims”, “looking forward”, “potential”, “anticipates”, “expects”, “predicts”, “plans”, “targets”,“believes” and “estimates” and similar expressions are intended to identify forward-looking statements.References in the presentation to assumptions, estimates and outcomes and forward-looking statements about assumptions,estimates and outcomes are based on internal business data and external sources, and are highly uncertain given the nature ofthe industry, business risks, and other factors. Also, they may be affected by internal and external factors that may have amaterial effect on future business performance and results.No assurance or guarantee is, or should be taken to be, given in relation to the future business performance or results of theDOF ASA Group or the likelihood that the assumptions, estimates or outcomes will be achieved.While management has endeavoured to ensure the accuracy of the material in the presentation, the presentation is provided forinformation only. DOF ASA, its officers and management expressly exclude and disclaim any liability in respect of any decisionmade in reliance on the presentation.All forward-looking statements made in this presentation are based on information presently available to management and DOFASA assumes no obligation to update any forward looking- statements. Nothing in this presentation constitutes investmentadvice and this presentation shall not constitute an offer to sell or the solicitation of any offer to buy any securities or otherwiseengage in any investment activity.You should make your own enquiries and take your own advice (including financial and legal advice) before making any decisionwhether to accept the proposal concerning the company’s bonds or shares.This presentation and the information set forth herein is strictly confidential.
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DOF ASA - rights issue and investment case
Why invest in DOF ASA?
The rights issue and the restructuring will lead to;• Improved liquidity position by NOK 4 500 million• Net debt reduced by NOK 2 800 – 2 900 million• Cost reduction of NOK 3-400 million per year• Adjusted installments (75 % reduction) to underlying earnings through downturn
Cash break-even despite a challenging PSV and AHTS market
DOF has a unique position in Brazil
Subsea segment accounts for almost 70 % of the Group EBITDA
DOF has a proven ability to secure contracts globally
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DOF ASA - rights issue and investment case
Transaction summaryDOF ASA (excluding 100% owned Norskan and 51% owned DOF Subsea) will restructure its capital structure through the following measures:
Raising up to NOK 1 200 million of new equity through a rights offerings (cash in excess of NOK 850 million to be used to repurchase bonds at 50 % discount)
Convert all DOF ASA bond loans of NOK ~2 000 million to a NOK 1 000 million Subordinated Convertible Bond (at 50% of par value)
Softening of secured debt terms in “DOF Rederi” (reduce installment by 75 % on 27 vessels) Cost cutting measures implemented in the Group, including reduction of staff, salary and benefits
DOF should be positioned to withstand a prolonged downturn DOF ASA will have no senior unsecured bond debt after the restructuring Liquidity position will be improved by NOK 4 500 million Net debt reduced by NOK 2 800 – 2 900 million Reduce OPEX by NOK 3-400 million/year
DOF ASA
Norskan “DOF Rederi” DOF Subsea
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DOF ASA - rights issue and investment case
DOF Group has 3 business areas
DOF ASA
Norskan “DOF Rederi” DOF Subsea
Wholly-owned Brazilian entity
Fleet of 13 vessels whereof 10 Brazilian built or flagged, with local flag privileges
1 PSV, 10 AHTS vessels and 2 subsea vessels
Specialized in Brazil built tonnage to take advantage of local-flag benefits, effectively giving “local vessels” first-right-of-refusal over non-local vessels, including the possibility to “block” international vessels while on contracts
The non-Brazilian offshore vessel activities
17 PSVs, 9 AHTS* vessels, and 2 subsea vessels• Including 5 owned 50%
Subsea contractor owning 24 subsea vessels and 2 chartered-in
Owned 51/49% with First Reserve Corporation
Has built a global presence over the last 10 years
Developed the project business gradually; increasing complexity step-by-step and building a larger project back-log
Mix between owned and chartered in vessels
Installment in the restructured DOF Rederi to be reduced by 75
% over the next 3 years
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DOF ASA investment case
DOF ASA - rights issue and investment case
DOF ASA investment case
A restructured DOF will have sufficient liquidity to sustain a downturn until 2020A restructured DOF is well positioned for healthy earnings when the market recovers
Positioned for market recovery
Access to market
through global presence
Strong back-log / long-term
contracts
Major oil & gas
customers
Offering vessel + subsea services
Leading subsea IMR
provider Modern, high-end fleet
Unique position in
Brazil
Improved financial position
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DOF ASA - rights issue and investment case
Background for restructuring DOF ASA
DOF started to reduce the risk in the balance sheet in 2013/2014 through sale of vessels, obtaining long-term contracts and repayment of debt
The market eroded from end 2014 impacting DOF’s liquidity position and the market for sale of vessels
Feedback from major customers; DOF need to improve the financial position in order to be awarded long-term contracts
A restructuring is needed in order to adapt the financial cost to underlying earnings and be able to continue to obtain long-term contracts
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DOF ASA - rights issue and investment case
Long-term solution for the company
DOF is a strategic supplier to major O&G companies worldwide
This strategic relationship gives DOF access to long-term contracts
In order to secure these relationships, a long-term financial solution was needed The customers need to know that DOF is financially sound and will be there for the
long-term in order to continue to award long-term contracts
Our customer base will give us several opportunities going forward
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DOF ASA - rights issue and investment case
DOF Group actual 2015 EBITDA was NOK 3.3 billion, excluding sales gains
Newbuilds for delivery after 2015* will generate NOK ~1.0 billion annual EBITDA on already firm contracts
DOF should generate in excess of NOK 4 billion in EBTIDA in a normal market
Compared to an estimated 2020 net debt of NOK ~18 billion
Above implies NOK ~8-900 million net profit to DOF ASA shareholders
*Adding EBITDA of NOK ~1.2 billion gross on consolidated level: 4 PLSVs co-owned with Technip on 8-year contracts to Petrobras from delivery 2016/17 + Skandi Africa delivered 2015 with 5-year contract to Technip (9 months EBITDA included in figure as 3 months were reflected in 2015 EBITDA) + AHTS Paraty delivered mid-2016. Net of sold vessels: 4x PSVs and 1 AHTS sold March 2015, Skandi Arctic sold June 2015, SkandiInspector (1979-built), and CSV Skandi Protector 1Q16
Improving DOF’s financial position
-
1 000
2 000
3 000
4 000
5 000
NOK million
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DOF ASA - rights issue and investment case
DOF Group has 3 business areas
DOF ASA
Norskan “DOF Rederi” DOF Subsea
- 500
1 000 1 500 2 000 2 500 3 000 3 500 4 000
2012 2013 2014 2015 2016E
EBITDA
DOF Subsea Norskan "DOF Rederi"
Break-even EBITDA post-restructureAdjusted instalment NOK 1 600 million
Interest NOK 900 million
Maintenance CAPEX NOK 250 - 400 million
Break-even EBITDA* NOK 2 750 – 2 900 million
* Compared to 2016, additional EBITDA of NOK 800 million from newbuilds
NIBD* NOK 23 300 millionAs per 31.03.2016
NIBD to be improved by NOK 2 800 – 2 900 million through refinancing
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DOF’s market position
DOF ASA - rights issue and investment case
RegionPerth
Rio de Janeiro
Buenos Aires
Singapore
Houston
St. Johns
Aberdeen
Cairo
Brunei
Macaé
Jakarta
Manila
Luanda
Austevoll
Malaysia
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4
23
7
3
Melbourne
Darwin
630
501
374
North America
Asia PacificBrazil
Atlantic
256
Marine Crew: 2 614
Mumbai
A global company
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DOF ASA - rights issue and investment case
Region
Perth
Rio de Janeiro
Buenos Aires
Singapore
Houston
St. Johns
Aberdeen
Cairo
Brunei
Macaé
Jakarta
Manila
Luanda
Austevoll
Malaysia
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4
23
73
Melbourne
Darwin
630
501
256
Mumbai
Access to market - selected awards during the downturnCanada:Apr 2016: Subsea IMR / construction contractsSep 2015: Subsea IMR 10+10 years to HuskyAug 2015: PSV Flora 1+1 year
Brazil:Jun 2016: 7 months on PLSV Skandi Vitória to PetrobrasJun 2016: 8+8 months on PLSV Skandi Niterói to PetrobrasMay 2016: Subsea RSV Geograph 18 months to PetrobrasDec 2015: AHTS Botafogo 1 year to Petrobras
New Zealand:Dec 2015: IMR contract Maari Field with OMV
West Africa:Apr 2016: FPSO installation YinsonJan 2016: PLSV 4 months
North Sea:Apr 2016: Subsea frame agreement – 5 years with Maersk Apr 2016: Large PSV Skandi Gamma 3 months to MaerskApr 2016: PSV Skandi Marstein 20 months to NexansFeb 2016: Large AHTS Skandi Vega 1 year to StatoilDec 2015: PSV Sotra 1 year to ASCODec 2015: Subsea commissioning with ENIDec 2015: Subsea installation with BW Offshore
Argentina:Mar 2016: 2x AHTS 8-month extension contractsSep 2015: PSV w/ ROV 75 days to ENAP
SE Asia / Australia:May 2016: 2x AHTS for 120 days with Schlumberger in IndiaApr 2016: LOI for EPCI project in 2017Sep 2015: Subsea IMR 4-8 months Chevron
US GoM:Jun 2016: ROV and dive contracts for Skandi AchieverSep 2015: Subsea IMR 10 month contractAug 2015: Subsea IMR 6-12 months to Freeport
Total IMR contracts awarded in 2015: NOK 6.5 billion
Canada:Apr 2016: Subsea IMR / construction contractsSep 2015: Subsea IMR 10+10 years to HuskyAug 2015: PSV Flora 1+1 year
Brazil:Jun 2016: 7 months on PLSV Skandi Vitória to PetrobrasJun 2016: 8+8 months on PLSV Skandi Niterói to PetrobrasMay 2016: Subsea RSV Geograph 18 months to PetrobrasDec 2015: AHTS Botafogo 1 year to Petrobras
New Zealand:Dec 2015: IMR contract Maari Field with OMV
West Africa:Apr 2016: FPSO installation YinsonJan 2016: PLSV 4 months
Argentina:Mar 2016: 2x AHTS 8-month extension contractsSep 2015: PSV w/ ROV 75 days to ENAP
US GoM:Jun 2016: ROV and dive contracts for Skandi AchieverSep 2015: Subsea IMR 10 month contractAug 2015: Subsea IMR 6-12 months to Freeport
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DOF ASA - rights issue and investment case
Fleet overview and contract coverage
* Including Newbuilds** Excl. vessels with minority share*** Excl. Vessel utilization under frame agreements within subsea projects
No. of vessels
PSV AHTS Subsea* Total fleet
Total fleet 18 19 28 65**
Contract coverage***
Remaining 2016 Firm 82 % 73 % 73 % 75 %
Remaining 2016 Including options 89 % 75 % 84 % 83 %
2017 Firm 49 % 49 % 45 % 47 %
2017 Including options 75 % 58 % 60 % 63 %
Expectations for 2016:
• Despite weak market we see progress in securing short and long term contracts
• Our global footprint, track record and project capacity will be vital to secure utilisation
• Evidences by securing 11 new term contracts in 2016 year-to-date
• High back-log in the PSV segment but reduced margins on contract renewals
• Maintaining guidance for 2016 EBITDA of NOK 2.9 – 3.3 billion (excluding hedge effect)
All newbuilds and high-value vessels on long-term contracts
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DOF ASA - rights issue and investment case
2016 2017 2018 2019 2020 ThereafterOption 530 1 081 1 435 1 745 2 058 26 441Firm 5 083 5 056 4 440 3 883 2 879 8 486
0
1 000
2 000
3 000
4 000
5 000
6 000
7 000
8 000
9 000
10 000
NO
K m
illio
n
Contract coverage at 31.03.2016
26 441
DOF backlog overview 2016 -2020+
Total value backlog from 2020 and onwards is NOK 34 927 million (time charter contracts) Guidance EBITDA 2016: NOK 2 900 – 3 300 million Guidane 2017 onwards: The estimated EBITDA margin on firm backlog is approx. 50 % (mainly time charter contracts)
Backlog is excluding frame agreements within the subsea project segment (2015 EBITDA NOK 500 million)
26,813
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DOF ASA - rights issue and investment case
DOF is a strategic supplier to major O&G companies
Client relationships on a strategic level important for access to market. DOF offers a complete range of vessels worldwide DOF delivers a wide range of subsea project services in all major offshore O&G
regions DOF is ranked as a «Core» or «Strategic» supplier by key clients
Typically delivers PSVs/AHTS/CSVs and subsea projects to major O&G players in several regions
The client base mainly consists of major O&G companies:
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DOF’s unique position in Brazil
DOF ASA - rights issue and investment case
2001-2006 2009 2010 2011 2012 2013 2016
Establishing a strategic position in Brazil
Skandi Copacabana First Brazilian built AHTS
vessel by DOF
Skandi Vitória and NiteróiFirst Brazilian built PLSVs
Skandi Amazonas and Skandi IguaçuBiggest AHTS vessels built in Brazil by DOF
4 new PLSV´s 2 built in Brazil
2006: DOF Subsea Brasil
established
Skandi Salvador First Brazilian built CSV
Skandi SantosFirst CSV installing x-mas tree
2001: First step in Brazil
Strategy: Brazilian flag, local content, local employees New contracts in first half 2016 confirms the Group’s strategy No cancellation of contracts in Brazil
Skandi Açu mobilizing for 8 yrs contractSkandi Paraty on-hire 4 yrs contract
GeographPetrobras extended
contract by 18 months
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DOF ASA - rights issue and investment case
10
12
72
0
20
40
60
80
100# vessels
Brazil AHTS fleet per April 2016
Brazil flag - DOFBrazil flag - OtherForeign
In DOF’s main segments, PLSV and AHTS, DOF vessels are protected by the CAA certificate system favoring local flagged & built vessels – no DOF vessels have been cancelled in Brazil
Petrobras has reduced the number of non-Brazilian vessels through two waves of vessel reduction, and the current fleet of AHTS vessels is estimated to be equal to the long-term demand for such vessels
Based on the percentage of foreign flagged vessels, and assuming continuation of the policy preferring Brazilian flagged vessels, DOF’s Brazilian AHTS vessels should be employed as long as total demand does not drop by more than 50-70%
The Brazilian legislation with CAA certificate is instrumental in keeping Brazilian flagged vessels on contract
Through the subsidiary DOF Subsea, the DOF Group is similarly well positioned in the PLSV segment:
DOF Group has 6 PLSVs including newbuilds, of which 4 are Brazilian built and 2 can be imported with Brazilian rights. There are no other known Brazilian built PLSVs
DOF Group has high local content in Brazil protected by flag regulations
Source: Managers based on data from IHS Petrodata
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DOF ASA - rights issue and investment case
DOF/Technip JV – strongest alliance in Brazil
Technip No.1 supplier of flexible pipes in Brazil
Total of six state of the art PLSV’s in JV Four out of six are Brazilian built, the other two are Norwegian built. Brazilian flag and grandfather rights
The four newbuilds will contribute with USD 110 million in annual EBITDA on a 50% share basis
8 + 8 year contracts with Petrobras Investment of USD 650 million
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DOF ASA - rights issue and investment case
DOF’s unique position in Brazil
No DOF vessels have been terminated
Continue to secure contracts (several extensions and awards so far in 2016) Skandi Vitória, Skandi Niterói, Geograph, Skandi Botafogo,
Protection through Brazilian flagged vessels
Ranked as top supplier by Petrobras (Petrobras Excellence Program)
Favorable long-term local funding (FMM/BNDES)
Combination of vessel and subsea services
Continued growth through delivery of PLSVs
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Leading subsea IMR provider
DOF ASA - rights issue and investment case
DOF ranked as IMCA International Contractor
Tier 1
Tier 2
Tier 3
IMCA Membership
Surf / IMR / Construction
Heavy lift / trunkline / FPSO / Intervention
Vessel operators
GlobalContractor (6)
Saipem, Technip,Subsea 7
Allseas, Hereema, McDermott
International Contractor(6)
DOF, EMAS,Fugro
Helix, BW, SBM
Contractor DeepOcean, Ocean Installer, Bibby, several others
Several Farstad, Eidesvik, Havila, Island Offshore, REM, Olympic, Solstad
Typically lump sum projects driven by E&P spending
Typically day rate projects, OPEX driven within IMR/Light construction
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DOF ASA - rights issue and investment case
DOF Subsea – time charter + subsea projects
* According to internal Management reporting
A global tier 2 subsea contractor: Leader within subsea IMR Strong within mooring installation and hook-up Strong within inspection and survey
Owner of a modern, high-end fleet of subsea vessels
DOF Subsea offers a combination of time charter and subsea services
Increased project activity and complexity has been driving growth for DOF Subsea
Increased IMR operations in recent years driven by major oil & gas customers’ OPEX budgets
Project business going forward
Gradually increase the complexity of work done Continue to build project back-log with focus on IMR Mix between owned and chartered in vessels
Operating income by segment
2013 2014 2015Subsea projects 4 971 5 187 4 810Chartering of
vessels 1 609 2 236 2 442
Total 6 580 7 422 7 252
0
1 000
2 000
3 000
4 000
5 000
6 000
7 000
8 000
Chartering of vessels Subsea projects
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DOF ASA - rights issue and investment case
DOF Subsea - a leading subsea IMR provider
Awarded IMR contracts with total value of NOK 6.5 billion in 2015
Combination of vessel expertise, subsea operations and low overhead makes DOF competitive
Historical margins approx. 10-15 %, and typically 3-10 year contracts + vessel EBITDA
Highly competitive today, but still positive margins 2-7 % + vessel EBITDA
Several new opportunities with key clients (APAC, Atlantic, Brazil and North America)
Stable/improving IMR market going forward
Increased demand for one supplier of vessel andIMR services, with ability to deliver light construction
DOF is well positioned to capture more contracts in this market
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DOF ASA - rights issue and investment case
DOF Subsea - a leading subsea IMR provider
Husky Energy awarded DOF 10 + 10 year charter with IMR services offshore Canada
Combination of vessel expertise, subsea operations and low overhead made DOF competitive
Local presence and organizational expertise - combination of Canadian and Norwegian teams
Client opted for an integrated solution with one supplier
Differentiated offering from DOF resulted in contract award Integrated work scope:• Vessel design and charter• Offshore construction, inspection,
maintenance and repair• Crane operations• Subsea ROV Work and Inspection /
Survey• Stand-by and rescue operations• Emergency Towing operations• Supply operations• Transport of Industrial personnel• Ice management and iceberg towing
operations• Firefighting (FiFi I)
Client and location:Husky Energy is the operator and majority owner in the White Rose oil field and satellite extensions, which include North Amethyst, West White Rose and the South White Rose Extension. These fields are located on the eastern edge of the Jeanne d'Arc Basin, approximately 350 kilometers southeast of St. John's, Newfoundland and Labrador.
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Outlook
DOF ASA - rights issue and investment case
2016 2017 2018 2019 2020 ThereafterOption 530 1 081 1 435 1 745 2 058 26 441Firm 5 083 5 056 4 440 3 883 2 879 8 486
8 486
0
1 000
2 000
3 000
4 000
5 000
6 000
7 000
8 000
9 000
10 000
NO
K m
illio
n
Contract coverage at 31.03.2016
26 441
26,813
DOF ASA guidance Guidance for 2016: EBITDA NOK 2 900 – 3 300 million Going forward: newbuilds will generate ~NOK 800 million in additional EBITDA compared to 2016 An EBITDA of NOK 2 750 – 2 900 million is needed to cover debt servicing and maintenance CAPEX going forward Despite a weak market for PSV/AHTS, DOF expect to deliver sufficient EBITDA to avoid deteriorating liquidity position The estimated EBITDA margin on firm backlog from 2017 onwards is approx. 50 % (mainly time charter contracts) DOF expect a highly competitive market going forward, however the company has a strong market position and proven
ability to secure utilization
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DOF ASA - rights issue and investment case
Investing in the Company’s shares involves inherent risks. Before making an investment decision, prospective investors should carefullyconsider the information provided, and in particular, the risk factors set out below. An investment in the shares is suitable only for investorswho understand the risks associated with this type of investment and who can afford a loss of all or part of the investment. The risksdescribed below are not the only ones facing the DOF Group. Additional risks not presently known to the Company, or which the Companycurrently deems immaterial, may also materially impair the Company’s business operations and adversely affect the price of the Company’sshares. The order in which the risks are presented is not intended to provide an indication of the likelihood of their occurrence or themagnitude of their potential impact on the Company. If any of the following risks materialize, individually or together with othercircumstances, the Company’s business, financial position and operating results could be materially adversely affected.
Risks relating to the industry in which the Company operates: The DOF Group’s results of operations, cash flow and financial condition is significantly affected by the charter rates as well as utilization. The Company’s business, results of operations, financial condition, and ability to pay dividends depend on the level of activity in the
offshore oil and gas industry, which is significantly affected by, among other things, volatile oil and gas prices and may be materially adversely affected by further declines in offshore oil and gas exploration, development and production. DOF Group operates in a marine environment, which is subject to the forces of nature, as well as environmental and climatological risks,
that could cause damage to, loss of, or suspension of operations by the Company’s vessels and could result in reduced levels of offshore activity. DOF Group could face additional supply of vessels in the offshore supply services industry that could materially adversely affect the DOF
Group’s competitive position and the rates it can charge for its services. The DOF Group’s business involves numerous operating hazards, which may cause personal injury or loss of life, severe damage to or
destruction of property and equipment, pollution or environmental damage, claims by third parties or customers and suspension ofoperations which could materially adversely affect the DOF Group’s results of operations, cash flows and financial condition. The DOF Group may be subject to litigation that could have a material adverse effect on the DOF Group’s business, results of operations,
cash flow, financial condition, because of potential negative outcomes, the costs associated with prosecuting or defending such lawsuits, and the diversion of management's attention to these matters. The DOF Group’s operations in international markets are subject to risks inherent in international business activities, including, in
particular, general economic conditions in each such country where the Company operates, currency fluctuations, unexpected changes in regulatory requirements, complying with a variety of foreign laws and regulations etc.
Risk factors (1/3)
DOF ASA - rights issue and investment case
(Industry risks, cont.)Changes in the legislative and fiscal framework governing the activities of the oil and gas business could hinder or delay the Company’soperations, increase the DOF Group’s operating costs, reduce demand for the Company’s services and restrict the Company’s ability to operate its vessels or otherwise.
Operational risk factors: The market value of the DOF Group’s current vessels and those it acquires in the future may decrease, which could cause the DOF
Group to incur losses if it is decided to sell them following a decline in their market values. The DOF Group may fail to estimate effectively risks, costs or timing when bidding on contracts and to manage such contracts efficiently
which could have a material adverse impact on the profitability of the group. The DOF Group’s operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. The DOF Group’s future contracted revenue for its vessels may not be ultimately realized. The DOF Group may not be able to renew or obtain new and favorable contracts for vessels whose contracts are expiring or are
terminated, which could materially adversely affect the DOF Group’s results of operation, cash flows and financial condition. The DOF Group may not be successful in attracting and retaining sufficient skilled employees which may adversely affect the group’s
operations. The DOF Group is exposed to several risk factors in connection with its remaining newbuilding contracts, such as challenges relating to
integration of newbuilds and delay in delivery of acquired newbuilds, which could have a material adverse effect on the DOF Group’s results of operation, cash flow and financial condition. A major portion of the DOF Group’s earnings stem from DOF Subsea, where the company from time to time assumes project risk by
offering fixed price to clients and accordingly are exposed to increases in sub-contractor costs, time spent to complete projects or other factors The DOF Group’s vessels may not have the service life projected for them, which may affect the DOF Group’s operating results and
financial condition.
Risk factors (2/3)
DOF ASA - rights issue and investment case
Financial risks: The DOF Group may be dependent on funding from investors and/or banks to finance its operations going forward and no assurance
can be given that sufficient capital will be secured, or the terms at which such capital can be secured (if any) or with respect to the amount of capital that will be required. The DOF Group’s loan agreements includes terms, conditions and covenants that may impose restrictions on the operations of the DOF
Group. A failure to comply with the conditions and covenants may have a material and adverse effect on the group. The DOF Group is exposed to the risk of contractual default by a counterparty. The DOF Group is exposed to changes in interest rates and exchange rates, which may adversely impact the group’s cash flows and
financial condition. Changes in tax regimes and taxation may adversely affect the DOF Group’s cash flows and financial condition.Risks factors relating to the shares: The future price development of the Company’s shares may be volatile due to various factors, including fluctuations in the DOF Group’s
results and general market conditions. There can be no guarantee that investors subscribing for shares in the Equity Issue will be able to sell their shares in the future at a price exceeding the subscription price. Future sales of shares by the Company’s major shareholder or any of its primary insiders may depress the price of the shares. Future issuances of shares or other securities may dilute the holdings of shareholders and could materially affect the price of the shares. The transfer of shares is subject to restrictions under the securities laws of the United States and other jurisdictions . Investors abroad may have difficulty enforcing any judgment obtained in jurisdiction outside Norway against the Company or its directors
or executive officers in Norway. Limited due diligence investigations have been conducted prior to the Equity Issue, and the Company may be subject to material losses
or claims which neither the Company nor the Managers are aware of at the date of this Presentation.
Risk factors (3/3)
Appendix – DOF ASA Q1 2016 financials
DOF ASA - rights issue and investment case
Result Q1 2016Comments result Q1Operational performance:PSV:• 90% utilisation fleet• Generally good performanceAHTS:• 82% utilisation fleet• Four vessels partly in lay-upSubsea:• 93% utilisation TC fleet• 79% utilisation project fleet • One vessel sold• Several vessels completed dry-dock
Depreciation and impairment:• Impairment loss mainly due to drop in FMVs• Mainly impairment on subsea assets
Finance:• Weaker USD compared to NOK and BRL –
high unrealized gain on currency
All figures in NOK million Q1 2016 Q1 2015 2015
Operating income 2 250 2 542 10 991 Operating expenses -1 451 -1 752 -7 439 Net profit/loss from TS and JV 2 -1 -26 Net gain on sale of vessel 70 225 375 EBITDA before hedge 871 1 013 3 901
Hedge operating income -68 -21 -182 Operating profit before depr - EBITDA 803 992 3 719
Depreciation -268 -270 -1 119 Impairment -330 - -531 Operating profit- EBIT 205 723 2 070
Financial income 7 18 88 Financial costs -295 -338 -1 290 Net realised currency gain/loss -136 -103 -386 Net profit/loss before unrealised currency -218 301 481
Net unrealised currency gain/loss 365 -517 -925 Net unrealised gain/loss on market instr. 182 130 109
Profit/loss before tax 329 -86 -335
Tax -61 82 11 Net profit/loss 267 -4 -323
According to management reporting
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DOF ASA - rights issue and investment case
Segment reporting Q1 2016
13 %
17 %
70 %
EBITDA Q1 2016
PSV
AHTS
Subsea
13 %
17 %
70 %
EBITDA Q1 2015
PSV
AHTS
Subsea
PSV AHTS CSV TotalAmounts in NOK mill Q1 2016 Q1 2015 Q1 2016 Q1 2015 Q1 2016 Q1 2015 Q1 2016 Q1 2015
Operating income 262 299 383 389 1 537 1 833 2 182 2 521 Gain on sale of tangible assets - 20 - - 70 205 70 225 Operating result before depreciation and impairment (EBITDA) 101 132 136 172 566 688 803 992 Depreciation 45 -51 59 -54 164 -164 268 -269 Impairment 56 - 73 - 201 - 330 -Operating result (EBIT) 0 81 4 118 201 524 205 723
EBITDA margin 39 % 44 % 36 % 44 % 37 % 38 % 37 % 39 %EBIT margin 0 % 27 % 1 % 30 % 13 % 29 % 9 % 29 %
According to management reporting
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DOF ASA - rights issue and investment case
Historical Performance Group (excl gain from sale of assets)
According to management reporting
0%
5%
10%
15%
20%
25%
30%
35%
40%
-
500
1 000
1 500
2 000
2 500
3 000
3 500
Q1 2013 Q2 2013 Q3 2013 Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014 Q1 2015 Q2 2015 Q3 2015 Q4 2015 Q1 2016
EBIT
DA
Mar
gin
%
MN
OK
Operating revenue EBITDA EBITDA margin
Q1 2013 Q1 2014 Q1 2015 Q1 2016Operating revenue 1 994 2 240 2 521 2 182EBITDA 600 756 767 733EBITDA margin 30 % 34 % 30 % 34 %
Non-current assets 28 246 27 679 29 230 28 865Current assets 4 438 4 580 4 715 4 289Total Assets 32 685 32 258 33 945 33 154
Equity 6 763 6 891 6 239 5 803Non-current debt 22 315 20 354 19 979 21 838Current debt 3 608 5 014 7 728 5 514Total Equity and Debts 32 685 32 258 33 946 33 154
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DOF ASA - rights issue and investment case
Balance Q1 2016Comments to balance
Assets:• 11 vessels sold and two vessels delivered
last 12 months• Intangible assets mainly deferred tax
MNOK 1 252 and goodwill MNOK 419
Financial assets:• Financial assets include minority share and
long term funding of JVs (ship owning companies)
Equity:• Still high negative impact from volatility
in currency last 12 months
Liabilities:• Secured debt MNOK 21 408• Unsecured debt MNOK 3 710
Current liabilities:• Current part interest term debt includes
bonds, MNOK 1 060, balloons MNOK 278, and normal amortization + credit facilities
Amounts in NOK million 31.03.2016 31.03.2015 31.12.2015
ASSETSIntangible assets 1 671 1 475 1 941Vessel and other tangible assets 24 702 24 532 24 967Newbuildings 1 872 2 825 943Financial assets 620 399 530Non-current assets 28 865 29 230 28 381
Receivables 2 491 3 193 2 772Cash and cash equivalents 1 799 1 523 2 220Asset held for sale 0 0 477Current assets incl asset held for sale 4 289 4 715 5 469Total assets 33 154 33 945 33 850
EQUITY AND LIABILITIESSubscribted equity 1 452 1 452 1 452Retained equity 896 1 345 439Non-controlling equity 3 455 3 442 3 281Equity 5 803 6 239 5 172
Provisions for commitments 121 130 121Other non-current liabilities 21 717 19 849 22 946Non-current liabilities 21 838 19 979 23 067
Current part of interest bearing debt 3 853 5 912 3 198Other current liabilities 1 661 1 815 2 152Liabilities held for sale 0 0 260Current liabilities 5 514 7 728 5 611Total equity and liabilities 33 154 33 945 33 850
According to management reporting
37
DOF ASA - rights issue and investment case
Key Figures
Q1 2016 Q1 2015 2015
FINANCIAL RESULTEBITDA margin (ex. net gain on sale of vessel and hedge accounting) 1 36 % 31 % 32 %EBIT margin (ex. net gain on sale of vessels and hedge accounting) * 2 9 % 20 % 17 %Profit per share ex. non-controlling interest 2,56 -0,69 0,73
Profit per share ex. unrealized loss/gain and taxes -3,19 1,68 5,00
BALANCEReturn on net capital 5 % 0 % -6 %Equity ratio 18 % 18 % 15 %Value adjusted equity 32 % 34 % 33 %Net interest bearing debt 23 319 23 669 23 731 Net interest bearing debt ex. unemployed capital 21 447 20 845 22 788 NIBD/EBITDA 3 6,06 6,22 6,46 NIBD/EBIT 4 13,74 9,46 12,14
1 EBITDA excluded net gain on sale of assets and hedge accounting / Operating Income2 EBIT excluded net gain on sale of assets and hedge accounting / Operating Income3 Net interest bearing debt excluded unemployed capital / Rolling EBITDA for 4 last quarters excl. gain on sale of assets & hedge accounting4 Net interest bearing debt excluded unemployed capital / Rolling EBIT for 4 last quarters excl. gain on sale of assets & hedge accounting
* EBIT incl. impairment loss of MNOK 330 in Q1 2016
According to management reporting
-
1,00
2,00
3,00
4,00
5,00
6,00
7,00
8,00
9,00
-
5 000
10 000
15 000
20 000
25 000
2011 2012 2013 2014 2015 Q1 2016*
Mill
ion
NO
K
NIBD historical development
Net interest bearing debt ex unemployed capital
EBITDA ex gain on sale of assets and hedge accounting
NIBD/EBITDA
* EBITDA for current quarter plus 3 previous quarters.
38
DOF ASA - rights issue and investment case
Net interest bearing debt 31.03.2016
Comments current interest bearing debt:
Bonds short term:• DOFSUB05 MNOK 360 ( paid in April 2016)• DOF09 MNOK 700 (maturity in Feb 2017)
Short term debt to credit institutions:• Two balloons MNOK 278• Amortization MNOK 2 217
Cash and derivatives:• MNOK 453 represent cash deposit
Amounts in NOK million 31.03.2016 31.03.2015 31.12.2015
Bond loan 2 650 4 126 3 347 Debt to credit institutions 18 813 15 342 19 328 Total non-current interest bearing liabilities 21 462 19 468 22 674
Bond loan 1 060 700 1 039 Debt to credit institutions 2 495 4 533 1 522 Utilised credit facilities 100 491 455 Liabilities held for sale - -Total current interest bearing liabilities 3 655 5 724 3 016
Total interest bearing liabilities 25 118 25 192 25 690
Cash and cash equivalents 1 799 1 523 2 220 Total net interest bearing liabilities 23 319 23 669 23 471
Newbuilds 1 872 943 943 Net interest bearing liabilities, excluding unemployed capital 21 447 22 726 22 528
According to management reporting
39
DOF ASA - rights issue and investment case
Cash Flow Statement
Comments Cash flow Statement
Sale of assets:• Skandi Protector
Purchase of tangible assets:• 1st delivery Skandi Acu
Other investments:• Long term funding JVs
Proceeds from borrowings:• 1st draw down Skandi Africa• Refinancing one fleet loan (4 vessels)
Prepayment of borrowings:• Payment balloons on refinancing• Normal amortization
Amounts in NOK million Q1 2016 Q1 2015 2015
Cash from operating activities 651 561 3 882 Net interest paid -274 -359 -1 271 Taxes paid -25 -91 -252 Net cash from operating activities 352 112 2 359
Sale of tangible assets 548 1 261 2 615 Purchase of tangible assets -1 227 -2 061 -4 231 Sale of shares 3 - -Purchase of shares - - -8 Other changes in investing activities -131 -22 -142 Net cash from investing activities -808 -822 -1 766
Proceeds from borrowings 1 663 1 753 6 807 Prepayment of borrowings -1 593 -2 317 -7 873 Payment from/to non-controlling interests - - -117 Net cash from financing activities 70 -564 -1 183
Net changes in cash and cash equivalents -386 -1 274 -590
Cash and cash equivalents at the start of the period 2 220 2 695 2 695 Exchange gain/loss on cash and cash equivalents -35 101 114 Cash and cash equivalents at the end of the period 1 799 1 523 2 220
According to management reporting
40
DOF ASA - rights issue and investment case
Management reporting vs Financial reporting
RESULT Q1 2016 Q1 2015
Amounts in NOK mill
Management reporting
Reconciliation to equity method
Financial reporting
Management reporting
Reconciliation to equity method
Financial reporting
Operating income 2 182 -107 2 075 2 521 -133 2 388 Operating expenses -1 451 45 -1 406 -1 752 25 -1 728 Net profit from associated and joint ventures 2 -15 -14 -1 -25 -26 Net gain on sale of tangible assets 70 - 70 225 - 225
Operating profit before depreciation EBITDA 803 -77 726 992 -133 859 Depreciation -268 12 -256 -270 22 -247 Impairment -330 50 -280 - - -
Operating profit - EBIT 205 -15 190 723 -111 612
Financial income 7 5 12 18 3 21 Financial costs -295 9 -286 -338 18 -320 Net realized gain/loss on currencies -136 16 -120 -103 3 -100 Net unrealized gain/loss on currencies 365 -28 337 -517 89 -429 Net changes in fair value of financial instruments 182 -0 182 130 1 131
Net financial costs 123 2 125 -809 113 -696 Profit (loss) before taxes 329 -13 315 -86 2 -84 Taxes -61 13 -48 82 -2 80 Profit (loss) 267 0 267 -4 -0 -4
41
DOF ASA - rights issue and investment case
Management reporting vs Financial reportingBALANCE 31.03.2016 31.03.2015
Amounts in NOK mill
Management reporting
Reconciliation to equity method
Financial reporting
Management reporting
Reconciliation to equity method
Financial reporting
ASSETSIntangible assets 1 671 -105 1 566 1 475 -116 1 359 Tangible assets 26 574 -3 630 22 943 27 356 -3 308 24 048 Non-current financial assets 620 1 070 1 691 399 1 243 1 642 Total non-current assets 28 865 -2 664 26 201 29 230 -2 181 27 049 Receivables 2 491 -56 2 435 3 193 -75 3 118 Cash and cash equivalents 1 799 -130 1 669 1 523 -63 1 459 Total current assets 4 289 -186 4 103 4 715 -138 4 577
Asset held for sale - - - - - -Total current assets incl. Asset held for sale 4 289 -186 4 103 4 715 -138 4 577 Total assets 33 154 -2 851 30 304 33 945 -2 319 31 626
EQUITY AND LIABILITIESEquity 5 803 - 5 803 6 239 - 6 239 Non-current provisions and commitments 121 -35 87 130 -27 102 Non-current liabilities 21 717 -2 545 19 172 19 849 -2 057 17 791 Current liabilities 5 514 -271 5 242 7 728 -234 7 493
Total liabilities 27 352 -2 851 24 501 27 706 -2 319 25 387 Liabilities held for sale - - - - - -Total liabilities incl. Liabilities held for sale 27 352 -2 851 24 501 27 706 -2 319 25 387 Total equity and liabilities 33 154 -2 851 30 304 33 945 -2 319 31 626
Net interest bearing liabilities 23 319 -2 653 20 666 23 669 -2 199 21 470
42
DOF ASA - rights issue and investment case
DO
F ex
Sub
sea
DO
F S
ubse
a
Bonds:• DOFSUB05, MNOK 360 repaid in April 2016• DOF09, MNOK 700 due in February 2017
Bank Balloons:• Total balloons of MNOK 278 due in Q4 2016
DOF GROUP COUNTERPARTY EXPOSURE Q1 2016
ECA mainly represent exposure with Norwegian and Brazilian ECAs
42%
16%
42% ECA
Bonds
Other Banks
Debt maturity profile
-
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
2016E 2017E 2018E 2019E 2020E Thereafter
Bond
Bank Debt
Balloons
-
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
4 500
2016 2017 2018 2019 2020 After
Bond
Bank Debt
Balloons
43
DOF ASA - rights issue and investment case
Adjust the Group’s capacity to the challenging market
Several cost cutting measures have been implemented during the last 12 months
The organisation has been reduced both onshore and offshore with approx.10% of the work force in 2015, and additional reduction in 2016
Vessels have been re-allocated among regions in order to secure utilisation
Chartered-in vessels redelivered
Sale of several vessels
Cost focus going forward Continuously focus on adjusting the Group’s capacity, cost level and risk exposure to the market
going forward
44
Thank youPresented by Mons Aase - CEO