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