Millennium Offshore Services Superholdings,...

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Millennium Offshore Services Superholdings, LLC Third Quarter 2014 Results Conference Call November 13, 2014

Transcript of Millennium Offshore Services Superholdings,...

Page 1: Millennium Offshore Services Superholdings, LLCseafox.com/media/vk_1433/files/financial_events/...November 7, 2014 - MOS, together with its parent company, acquired Seafox Group (“Seafox”)

Millennium Offshore Services Superholdings, LLC

Third Quarter 2014 Results Conference Call November 13, 2014

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Disclaimer & Safe Harbor Statement

This presentation may contain forward looking statements within the meaning of the U.S. federal securities laws regarding future financial

performance, results, events and other statements that are not historical facts. The words “believe”, “anticipate”, “plan”, “expect”, “project”,

“estimate”, “predict”, “intend”, “target”, “assume”, “may”, “could”, “will” and similar expressions are intended to identify such forward

looking statements. Such statements are made on the basis of assumptions and expectations that Millennium Offshore Services

Superholdings, LLC (“MOS” or “The Company”) believes to be reasonable as of the date of this presentation, but may prove to be erroneous.

Such forward looking statements involve known and unknown risks and uncertainties and other factors which may cause the Company’s

actual results, business, financial condition, results of operations, performance or achievements or industry results to be materially different

from any future results, performance or achievements or industry results expressed or implied by such forward looking statements. Such

factors include, among others, those more fully described in ‘‘Risk Factors’’ and elsewhere in the Company’s annual report for the year

ended December 31, 2013. You are therefore cautioned against relying on any of these forward looking statements. Except as required by

law or regulation, the Company assumes no obligation to update such forward looking statements or to update the reasons for which

actual results could differ materially from those anticipated in such forward looking statements.

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Strategic Highlights

1

A leading jackup ASV owner / operator focused on the large and growing market for offshore oil and gas installation (i) inspection, maintenance and repair, and (ii) construction, hook-up and commissioning projects in both the MENA and Asia-Pacific regions

2 Capitalizing on growing trend in the ASV sector of using jackup ASV solutions versus floating solutions

3 Robust backlog resulting in significant visibility into future revenues

4 Strong relationships with high-quality customers resulting in significant repeat business and exercise of customer extension options

5 Resilient EBITDA margins and strong free cash flow generation

6 Diverse, well-maintained, certified and valuable fleet

7 Market-leading health and safety track record

8 Experienced management team with significant sector expertise

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MOS Frontier

Burj

Ahmed Trident One Marinia Leen Deema

ASV Conversion Dates 20142 20113 1993 2000¹ 1986 1999 1990

Self-Propelled No No No Yes No Yes No

Current Location Australia / Timor Australia / Timor Egypt UAE Qatar UAE Qatar

Water Depth (ft) 300 350 300 180 151 131 190

Max Passenger Capacity

290 236 300 126 240 150 475

Number of Cranes / Max Crane Lift (MT)

3 / 200 3 / 200 3 / 110 2 / 64 2 / 110 2 / 37 3/ 200

Class Certified / Last 5-Year Special Survey Date

Yes / July 2014 Yes / Jan 2012 Yes / Dec 2010 Yes / Jul 2014 Yes / Mar 2010 Yes / Jun 2013 Yes / Feb 2010

Key Feature

• Large 290 person capacity with 2014 design accommodation facilities and man riding crane capability

• One of the deepest water-depth jackup ASV’s globally

• Only one of two ASVs in the MENA region capable of accommodating 300+ POB (the other is Deema)

• Purpose-built accommodation / work-over platform and self-propelled

• One of only three jackup ASVs in the MENA4 region capable of accommodating 240+ POB (others are Ahmed and Deema)

• Self-propelled with NOC / IOC JV since 2008 with current contract through mid-2016

• Largest passenger capacity jackup ASV in the MENA and Asia-Pacific regions

1. Originally built as an ASV. 2. Acquired jackup rig in August 2013 and entered operational service during July 2014. 3. Acquired Burj in 2011 and converted to ASV during the year. 4. Excluding ASVs operating in Iran.

• Significant capital invested to upgrade fleet and tailor ASV specifications to better meet customer demands

MOS ASV Fleet Overview (as of Sept 30, 2014)

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Combination with Seafox Group

November 7, 2014 - MOS, together with its parent company, acquired Seafox Group (“Seafox”)

Acquisition price c. $290 million – combination of debt and equity

Forms the world´s largest offshore jackup ASV company, operating under the brand name Seafox

Expands geographical footprint with ASVs now operating in the North Sea, MENA and Asia-Pacific

Positions combine company for growth by leveraging:

global reach

in-depth regional market knowledge; and

extended range of offshore services

Complements existing operations and diversifies assets to increase efficiency, availability and services to existing and

future customers

Recent Developments – Seafox Announcement

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Q3 2013 Q3 2014

Number of active ASVs in the fleet at quarter end (1) 6 7

Fleet utilization (2) 83% 96%

Revenue $31.7m $53.3m

Gross Profit $17.9m $32.2m

% Gross Profit Margin 56.5% 60.5%

Net Income $8.6m $18.6m

% Net Income Margin 27.0% 34.8%

EBITDA (3) $21.4m $35.8m

% EBITDA Margin 67.4% 67.3%

Source: MOS Superholdings, LLC September 30, 2014 reviewed financial statements (1) The number of active ASVs in the fleet at the end of Q3 2014 included the MOS Frontier which was successfully converted and commenced

operations in July 2014. (2) Fleet utilization for Q3 2014 included the Frontier. (3) EBITDA is defined as net profit for the applicable period before finance costs, income tax expense, unrealized gain/loss on fair valuation of interest

rate swap, equity settled C-grant expense, depreciation of property and equipment, amortization and other income / expense related to realized and unrealized exchange gain / loss, gain / loss on sale of assets and deposit income.

Highlights of Third Quarter Results

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US$ Millions December 31, 2013 September 30, 2014

ASSETS

Non–current assets (Property & equipment) $252.3 $312.4

Current assets

Inventories $4.0 $5.7

Trade and other receivables $33.5 $51.0

Bank balances and cash $32.9 $33.2

Total current assets $70.5 $89.9

Total assets $322.8 $402.3

Equity and Liabilities

Equity

Capital contribution $40.9 $40.9

Retained earnings $45.6 $91.8

Total equity $86.5 $132.7

Provision for employees’ end of service indemnity $0.4 $0.7

Senior secured notes $214.7 $216.3

Total non-current liabilities $215.1 $217.0

Current liabilities

Trade and other payables $21.2 $52.6

Total liabilities $236.3 $269.6

Total equity and liabilities $322.8 $402.3

Source: MOS Superholdings, LLC 2013 audited financial statements and September 30, 2014 reviewed financial statements.

Third Quarter 2014 Balance Sheet Summary

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Debt US$ Million

Senior Secured Notes Due 2018 225.0

Shipyard Financing Lamprell 25.3

Total Debt 250.3

Liquidity US$ Million

Bank Balances & Cash (9/30/2014) 33.2

Open Revolver Capacity 15.0

Total Liquidity 48.2

MOS issued $225 million in Senior Secured Notes in February 2013 that effectively termed its capital structure and provides flexibility for future growth.

At September 30, 2014, $25.3 million of the available $45 million Lamprell Shipyard Finance facility was utilized for the MOS conversion project. This was repaid in full on October 29, 2014 from cash on balance sheet, satisfying the release from mortgage of MOS Frontier.

MOS has a $15 million super senior revolving credit facility with ABN AMRO Bank N.V which was unutilized at September 30, 2014.

Source: MOS Superholdings, LLC September 30, 2014 reviewed financial statements.

Debt Offering & Liquidity Profile Overview

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Note: Contracts subject to varying early cancellation provisions.

Backlog Overview

Total backlog of $280.2 million pro-forma for firm contracts, extension options and new business wins at

September 30, 2014.

Approximately $400 million estimated worth of expressions of interest, requests for quotation and invitations to

tender across the MENA, Asia Pacific and North Sea regions have been received during the third quarter and

$3.5 billion year-to-date.

9M 2014 2015E 2016E 2017E 2018E Total

Firm Contract $37.6 $94.8 $47.8 $4.7 $- $185.0

Extension Options $1.2 $24.0 $29.1 $31.8 $9.0 $95.2

Total $38.8 $118.9 $76.9 $36.5 $9.0 $280.2

$3

7.6

$9

4.8

$4

7.8

$4

.7

$-

$1

85

.0

$1

.2

$2

4.0

$2

9.1

$3

1.8

$9

.0

$9

5.2

$3

8.8

$1

18

.9

$7

6.9

$3

6.5

$9

.0

$2

80

.2

$-

$50

$100

$150

$200

$250

$300

(in

US

D$M

)

Backlog Breakdown

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Bondholder Update: Acquisition of Seafox Group

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These materials and any and all other material handed to you or information disclosed to you during and/or in connection with the presentation are and will remain subject to the confidentiality agreement which you have already signed with Millennium Offshore Services Superholdings, LLC. As such, these materials and any and all other materials handed to you or information disclosed to you are being provided on a confidential basis, may not be distributed to the press or to any other persons, may not be redistributed or passed on, directly or indirectly, to any person, or published, in whole or in part, by any medium or for any purpose.

This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Millennium Offshore Services Superholdings, LLC nor should it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or investment decision in relation thereto.

The information contained herein has been obtained from sources believed by Millennium Offshore Services Superholdings, LLC to be reliable. Whilst all reasonable care has been taken to ensure that the facts stated herein are accurate and that the opinions and expectations contained herein are fair and reasonable, no representation or warranty, expressed or implied, is made by Millennium Offshore Services Superholdings, LLC with respect to the fairness, completeness, correctness, reasonableness or accuracy of any information and opinions contained herein. Neither Millennium Offshore Services Superholdings, LLC nor any of its respective directors, officers, employees, affiliates, advisers or representatives shall have any liability whatsoever (in negligence or otherwise) for any loss or damage howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith.

The information contained in this presentation has not been subject to any independent audit or review and may contain forward-looking statements, estimates and projections. Although Millennium Offshore Services Superholdings, LLC believes that the estimates and projections reflected in any forward-looking statements are reasonable, they may prove materially incorrect, and actual results may materially differ. As a result, you should not rely on these forward-looking statements and Millennium Offshore Services Superholdings, LLC undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent required by law.

Disclaimer

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I. Transaction Overview

II. Acquisition Financing Overview

III. Combined Contract Profile and Backlog

IV. Pro Forma Historical Financials

Table of Contents of MOS and Seafox Discussion

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I. Transaction Overview

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38%

19%

43%

MENA

Asia Pacific

North Sea

57%

64%

58%

7

43%

36%

42%

5

Revenue

EBITDA

# ASVs

PoB Capacity

MOS Seafox

On 7-Nov-2014, Millennium Offshore Services (“MOS”) announced the acquisition of Seafox Group (“Seafox”) based in The Netherlands

Seafox is a jack-up offshore accommodation company which operates in the North Sea

Established in 1991, Seafox has over 20 years of operating experience

It owns and operates five accommodation service vessels (“ASVs”) – four of which are 100% owned (Seafox 1, Seafox 2, Seafox 4 and Seafox 7) and one being 51% owned through a JV with Keppel (Seafox 5)

Seafox also targets the offshore wind turbine installation market and supplies temporary living quarters (“TLQs”) for the offshore industry

Client base includes large and prominent national and international oil and gas companies

Seafox 2013A revenue and EBITDA were $104.7m1 and $52.9m1 respectively with total backlog of $332.5m as of 30-Sep-2014 (excl. 51% of Seafox 5)

Contribution Analysis

MOS Pro Forma Revenue Breakdown by Geography (2013A)

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Key Financials (2013A) – Excluding 51% of Seafox 5

KPIs – Including Seafox 5

$242m

Source: Management information and IFRS pro forma financials Note: EUR/USD 1.30 used for backlog; Seafox owns 100% of Seafox 1, 2, 4 and 7 and 51% of Seafox 5 1. Excluding 51% stake of Seafox 5 which is accounted for as income from JV investment. 2. PoB stands for “Passengers on Board.” 3. Defined as clients who have executed two or more contracts with Seafox.

Pro Forma Revenue: $242m

Seafox Client Base: Current & Historical Clients

/ /

Repeat Clients3

$148m

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2,548

Overview of Seafox Acquisition – Transaction Description

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Source: Management information; Douglas-Westwood (Oct-2014) 1. Including Seafox 5 per Douglas-Westwood (Oct-2014). 2. As at 30-Sep-2014.

Creates the leading global offshore accommodation services company with 12 ASVs (including Seafox 5)

Diversifies our geographical footprint, adding five ASVs in the North Sea to our existing five in MENA and two in the Asia-Pacific regions

Results in our becoming the global leader in the jack-up ASV market (23.6% market share1 based on fleet passenger capacity) as well as regional leader in the MENA region (36.3%) and the second largest operator in the North Sea (38.5%1) and Asia-Pacific (28.6%) regions

Expands our client base by adding seven new repeat clients to the eight repeat clients who have executed two or more contracts

Provides us with a more balanced exposure to clients including IOCs, NOCs and E&P companies

Reduces the average age of our fleet from c. 35 years to c. 30 years given lower average age of Seafox fleet

Adds high quality and certified assets with high utilisation and day rates

Strengthens the quality and duration of our backlog with a combined backlog of c. $628m2 (excluding 51% of Seafox 5)

Increases our EBITDA by more than 50% (excluding 51% of Seafox 5) while maintaining a prudent financial profile

Overview of Seafox Acquisition – Transaction Rationale

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Seafox 1

Construction / Latest Upgrade

1980 / 2009 1985 / 2006 1976 / 2006 2008 / NA1 2012 / NA1

Last / Next Special Survey Date

2014 / 2019 2010 / 2015 2011 / 2015 2013 / 2018 NA2 / 2017

Certification DNV Lloyd’s ABS ABS ABS

Location North Sea (England)

North Sea (The Netherlands)

North Sea (England)

North Sea (England)

North Sea (Denmark)

Water Depth (ft)

130 160 150 130 230

Max Passenger Capacity

75 235 140 115 150

Max Crane Lift (MT) 300 100 50 300 1,200

Stake Owned (%) 100% 100% 100% 100% 51%

1. Has not undergone a refurbishment since joining fleet. 2. Seafox 5 is a new build and will have its first survey in 2017.

Seafox 2 Seafox 4 Seafox 7 Seafox 5

Seafox Fleet Overview

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II. Acquisition Financing Overview

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HM MOS International Limited and MOS Superholdings LLC have acquired Seafox Group for a total consideration of c. $290m, using a combination of debt and equity

• Debt component of the financing was a covenanted term loan of $240m equivalent, raised at MOS Superholdings LLC to acquire Seafox 1, 2, 4 and 7 and their associated operating entities

• $100m of equity was raised at HM MOS International Limited through a rights offering to existing shareholders based on a $300m pre-money valuation for MOS

• $8m of the new equity was contributed to MOS Superholdings LLC through a capital injection and c. $50m was used to acquire the 51% stake in the Seafox 5 Joint Venture with Keppel Fels

Pro forma capital structure consists of the existing $225m Senior Secured Bond, which ranks pari passu with the new covenanted term loan of $240m equivalent

• Existing Super Senior RCF of $15m remains in place, with terms unchanged, and was undrawn at transaction closing

Pro forma for the financing, MOS Superholdings LLC’s Senior Secured Leverage ratio was 2.8x and Net Leverage ratio of 2.6x, based on 30-Sept-2014 LTM EBITDA

MOS Superholdings LLC Sources and Uses

1. LTM 30-Sept-2014 EBITDA for the combined group, excluding Seafox 5.

MOS Superholdings LLC Estimated Pro Forma Capitalization

Overview of the Financing

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Sources Amount ($m) Uses Amount ($m)

New Sr Sec Term Loan 240.0 Payment to Seafox Shareholders 240.0

Cash on Balance Sheet 34.0 Cash on Balance Sheet 27.0

Capital Contribution from Parent 8.0 Transaction Fees 15.0

Total $282.0 Total $282.0

31-Oct-2014 Adjustment Pro Forma

Amount ($m) Amount ($m) Amount ($m) xEBITDA Margin / Coupon Maturity

Sr Sec Bond 225.0 225.0 1.3 x 6.00% 2018

New Sr Sec Term Loan 240.0 240.0 2.8 x E + 450bps 2019

Total Debt 225.0 240.0 465.0 2.8 x

Cash (34.0) 7.0 (27.0) 2.6 x

Net Debt 191.0 247.0 438.0 2.6 x

Super Senior RCF ($15m) - -

LTM 30-Sept-2014 EBITDA 1 167.7

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Transaction Overview and Structure

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Existing

Term Loans

Ahmed

Deema

Marinia

Trident One

Leen

Burj

Frontier

Restricted Group / Rated Group

51% 49%

Existing $225m

Sr Sec Notes

Existing $15m

Super Sr RCF

$240m (eq.)

Sr Sec TL

MOS Superholdings

(Marshall Islands)

Seafox 1

Seafox 2

Seafox 4

Seafox 7

Seafox 5

Keppel Shipyard

Subsidiary Guarantor

Borrower / Guarantor

Seafox 8

(Isle of Man)

TLQ

Shareholders

Intermediate HoldCos

HM MOS International (BVI)

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Note: The security and guarantee package for the existing MOS Senior Secured Notes due 2018 and the existing MOS Super Senior RCF will also be expanded to include the Seafox Group, excluding Seafox 5.

Summary of Key Terms

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Borrower Millennium Offshore Services Superholdings LLC

Ranking

Senior secured

Pari passu with the MOS Senior Secured Notes due 2018 and the existing super senior RCF (RCF receives first proceeds on enforcement)

Security In line with MOS Senior Secured Notes due 2018 (to include the MOS Group and the Seafox Group, excluding Seafox 5)

Guarantees

In line with MOS Senior Secured Notes due 2018 (to include the MOS Group and the Seafox Group, excluding Seafox 5)

Guarantors should continue to represent at least 85% of consolidated EBITDA and 70% of consolidated Total Assets of the Group (determined quarterly)

Amount $240m equivalent

Currency EUR

Maturity 5 years

Amortization 20% per annum, payable in quarterly installments

Price E + 450bps with a leverage-based margin ratchet

Voluntary Prepayment At par

Mandatory Prepayments

Customary prepayment events for a facility of this type, including from disposal proceeds, insurance recoveries, excess cash flow, IPO proceeds, change of control, non-repayment of the MOS Senior Secured Notes due 2018 within 6 months of their maturity

Cash Sweep 50% if Net Debt Cover > 1.75x, calculated and swept on a quarterly basis

Financial Covenants

3 maintenance financial covenants, tested quarterly, with the first test date being 31-Dec-2014

— Total Net Debt to Value

— Debt Service Cover Ratio

— Net Debt Cover

Governing Law English

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III. Combined Contract Backlog

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Backlog Breakdown

(Standalone) Combined Backlog Breakdown

Seafox (excl. SF5)

MOS

Total: $332.5m

Fixed Term Contracts

79%

Client Extension

Option 21%

Letter of Intent1

6%

Fixed Term Contracts

62%

Client Extension

Option 32%

Source: Management projections Note: EUR/USD rate of 1.30 used 1. Letter of Intent consists of a four month contract extension option with ConocoPhillips on MOS Frontier expected to be signed before 31-Jan-2015.

Total: $295.8m

Firm Contract Client Extension Option Letter of Intent 1

Letter of Intent1

3% Fixed Term Contracts

71% Client Extension

Option 26%

Total: $628.3m

Combined Backlog Breakdown by Year ($m)

179

115

34 27

35

58

51 19

18

60

214 191

85

47 32

Q4 2014 2015 2016 2017 2018 Beyond

Overview of MOS and Seafox Backlog – as of Sept 30, 2014

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IV. Pro Forma Historical Financials

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Summary MOS / Seafox Combined Pro Forma Historical Financials Income Statement – Excludes 51% Stake in Seafox 5 ($m)

Source: IFRS Pro Forma Financials 24

FY 2013 9M Sep-2014

MOS Superholdings

LLC Seafox

Pro Forma

Adjustments

MOS Superholdings

LLC Pro Forma

MOS Superholdings

LLC Seafox

Pro Forma

Adjustments

MOS Superholdings

LLC Pro Forma

Revenue 137.5 104.7 - 242.2 130.2 76.5 - 206.7

Gross Profit 81.7 62.7 (25.9) 118.5 81.0 43.9 (19.2) 105.7

% Margin 59.4% 59.9% - 48.9% 62.2% 57.4% - 51.1%

Profit Before Tax 52.3 32.9 (24.5) 60.7 54.8 21.0 (11.7) 64.0

% Margin 38.0% 31.4% - 25.1% 42.1% 27.5% - 31.0%

Net Income 45.6 31.4 (23.3) 53.7 46.3 18.3 (10.2) 54.3

% Margin 33.2% 30.0% - 22.2% 35.6% 23.9% - 26.3%

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Questions & Answers

Page 26: Millennium Offshore Services Superholdings, LLCseafox.com/media/vk_1433/files/financial_events/...November 7, 2014 - MOS, together with its parent company, acquired Seafox Group (“Seafox”)

In this presentation the Company presents certain financial measures and ratios, including EBITDA and other operating data, including backlog and fleet utilization rate, that are not presented in accordance with IFRS and which are not IFRS measures. EBITDA is defined as net profit for the applicable period before finance costs, income tax expense, unrealized gain/loss on fair valuation of interest rate swap, equity settled C-grant expense, depreciation of property and equipment, and other income / expense related to realized and unrealized exchange gain / loss, gain / loss on sale of assets and deposit income. For purposes of the Company’s calculation of EBITDA, the Company does not have amortization of intangible assets in the periods being presented. EBITDA margin is defined as EBITDA divided by revenue. The Company presents EBITDA because it believes that (i) it is a useful indicator of the Company’s ability to incur and service the Company’s indebtedness, (ii) it and similar measures are widely used in the Company’s industry as useful indicators or supplemental measures of operating performance and (iii) it can assist certain investors, security analysts and other interested parties in evaluating the Company’s operations and performance. EBITDA is not a recognized term under IFRS. Accordingly, it should not be used as indicator of, or alternative to, revenue, operating profit or operating profit margin or other comparable IFRS metrics, as a measure of operating performance, or of cash flow from operating activities as a measure of liquidity. The Company’s presentation of EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of the Company’s results reported under IFRS. In particular, you should not consider EBITDA as an alternative to: (a) operating profit or profit for the period (as determined in accordance with IFRS) as a measure of our operating performance; (b) cash flows from operating, investing and financing activities as a measure of the Company’s ability to meet its cash needs; or (c) any other measure of performance under generally accepted accounting principles. The limitations of EBITDA as an analytical tool include: (i) EBITDA and does not reflect the company’s cash expenditures or future requirements for capital expenditures or contractual commitments; (ii) EBITDA does not reflect changes in, or cash requirements for the Company’s working capital needs; (iii) EBITDA does not reflect the significant interest expense, or the cash requirements necessary, to service interest or principal payments on the Company’s debts; (iv) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often need to be replaced in the future and EBITDA does not reflect any cash requirements that would be required for such replacements; and (v) some of the exceptional items that the Company eliminates in calculating EBITDA reflect cash payments that were made, or will be made in the future. Because the Company’s definition of EBITDA may differ from those used by other companies and industries, the company’s presentation of this metrics may not be comparable to other similarly titled measures used by other companies.

Appendix I - Use of Non-IFRS Financial Measures

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Page 27: Millennium Offshore Services Superholdings, LLCseafox.com/media/vk_1433/files/financial_events/...November 7, 2014 - MOS, together with its parent company, acquired Seafox Group (“Seafox”)

Backlog and fleet utilization rate are not measurements of financial performance under IFRS and should not be considered as alternatives to other indicators of our operating performance, cash flows or any other measure of performance derived in accordance with IFRS. The Company’s management believe that the presentation of backlog and fleet utilization rate is helpful to investors as a measure of the company’s historical operating performance and ability to service debt, and also, in the case of backlog, as an indication of the Company’s future revenue. Backlog – The Company considers backlog to be a key performance indicator of its business because it gives an indication of future revenue. The Company’s contracts normally include two types of terms, (i) a fixed term during which the customer commits to use the ASV and (ii) customer extension options that are exercisable at the discretion of the customer. The Company calculates backlog as the sum of the following for each ASV: (charter day rate x remaining days contracted) + ((estimated average PoB x daily messing rate) x remaining days contracted) + contracted remaining mobilization and demobilization fees The Company calculates backlog for both the fixed terms of its current contracts and the customer extension options set out in those contracts. The customer extension options do not represent guaranteed commitments from the Company’s customers, but they do represent a contractual arrangement with the Company, and the Company believes those arrangements provide a reasonable indication of its future activity. The Company’s contracts can be terminated by its customers generally without penalty at notice periods typically ranging from 30 to 60 days, although some notice periods have been significantly shorter and one current contract has a notice period of 180 days, which can affect the usefulness of backlog as an indicator of future revenue.

Fleet Utilization Rate – Fleet utilization rate is defined as the percentage of days of the year that an ASV is under contract and in respect of which a customer is paying a day rate for rental of the ASV. Fleet utilization rate is the average of the utilization rates for each of our ASVs.

Appendix I - Use of Non-IFRS Financial Measures

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