DOF ASA rights issue and investment case

45
DOF ASA rights issue and investment case

Transcript of DOF ASA rights issue and investment case

Page 1: DOF ASA rights issue and investment case

DOF ASA rights issue and investment case

Page 2: 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.

2

Page 3: DOF ASA rights issue and investment case

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

3

Page 4: DOF ASA rights issue and investment case

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

4

Page 5: DOF ASA rights issue and investment case

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

5

Page 6: DOF ASA rights issue and investment case

DOF ASA investment case

Page 7: DOF ASA rights issue and 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

7

Page 8: DOF ASA rights issue and investment case

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

8

Page 9: DOF ASA rights issue and investment case

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

9

Page 10: DOF ASA rights issue and investment case

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

10

Page 11: DOF ASA rights issue and investment case

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

11

Page 12: DOF ASA rights issue and investment case

DOF’s market position

Page 13: DOF ASA rights issue and investment case

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

29

4

23

7

3

Melbourne

Darwin

630

501

374

North America

Asia PacificBrazil

Atlantic

256

Marine Crew: 2 614

Mumbai

A global company

13

Page 14: DOF ASA rights issue and investment case

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

29

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

14

Page 15: DOF ASA rights issue and investment case

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

15

Page 16: DOF ASA rights issue and investment case

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

16

Page 17: DOF ASA rights issue and investment case

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:

17

Page 18: DOF ASA rights issue and investment case

DOF’s unique position in Brazil

Page 19: DOF ASA rights issue and investment case

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

19

Page 20: DOF ASA rights issue and investment case

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

20

Page 21: DOF ASA rights issue and investment case

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

2121

Page 22: DOF ASA rights issue and investment case

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

22

Page 23: DOF ASA rights issue and investment case

Leading subsea IMR provider

Page 24: DOF ASA rights issue and investment case

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

24

Page 25: DOF ASA rights issue and investment case

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

25

Page 26: DOF ASA rights issue and investment case

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

26

Page 27: DOF ASA rights issue and investment case

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.

27

Page 28: DOF ASA rights issue and investment case

Outlook

Page 29: DOF ASA rights issue and investment case

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

29

Page 30: DOF ASA rights issue and investment case

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)

Page 31: DOF ASA rights issue and investment case

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)

Page 32: DOF ASA rights issue and investment case

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)

Page 33: DOF ASA rights issue and investment case

Appendix – DOF ASA Q1 2016 financials

Page 34: DOF ASA rights issue and investment case

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

34

Page 35: DOF ASA rights issue and investment case

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

35

Page 36: DOF ASA rights issue and investment case

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

36

Page 37: DOF ASA rights issue and investment case

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

Page 38: DOF ASA rights issue and investment case

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

Page 39: DOF ASA rights issue and investment case

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

Page 40: DOF ASA rights issue and investment case

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

Page 41: DOF ASA rights issue and investment case

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

Page 42: DOF ASA rights issue and investment case

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

Page 43: DOF ASA rights issue and investment case

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

Page 44: DOF ASA rights issue and investment case

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

Page 45: DOF ASA rights issue and investment case

Thank youPresented by Mons Aase - CEO