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Magnora ASA

Investor Presentation Feb 24, 2016

3659_rns_2016-02-24_133c2584-f158-4b87-8e33-0a2438431bbd.pdf

Investor Presentation

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Oslo, February 24, 2016

Carl Lieungh, CEO

Reese McNeel, CFO

Important information

This presentation and its enclosures and appendices (hereinafter jointly referred to as the "presentation") have been prepared by Sevan Marine ASA ("Sevan" or the "Company") exclusively for information purposes. This presentation has not been reviewed or registered with any public authority or stock exchange. Recipients of this presentation may not reproduce, redistribute or pass on, in whole or in part, the presentation to any other person.

The contents of this presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax adviser as to legal, business, investment and tax advice.

There may have been changes in matters which affect the company subsequent to the date of this presentation. Neither the issue nor delivery of this presentation shall under any circumstance create any implication that the information contained herein is correct as of any time subsequent to the date hereof or that the affairs of the company have not since changed, and the company does not intend, and does not assume any obligation, to update or correct any information included in this presentation.

This presentation includes and is based on, among other things, forward-looking information and statements. Such forward-looking information and statements are based on the current expectations, estimates and projections of Sevan or assumptions based on information available to the company. Such forward-looking information and statements reflect current views with respect to future events and are subject to risks, uncertainties and assumptions. Sevan cannot give any assurance as to the correctness of such information and statements.

An investment in the company should be considered as an high-risk investment, and several factors could cause the actual results, performance or achievements of the company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this presentation, including, among others, risks or uncertainties associated with the company's business, segments, development, management, financing, market acceptance and relations with customers, ability to implement cost reducing initiatives, the company's technology and offshore unit design, latent risks associated with divested businesses (including Teekay's / Logitel's ability to develop the accommodation business unit and repay the USD 60 million convertible loan in full), and, more generally, general economic and business conditions, including, but not limited to, within the oil and gas industry, changes in domestic and foreign laws and regulations, taxes, customs duties, vat or variations thereof, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this document. The company does not intend, and does not assume any obligation, to update or correct the information included in this presentation.

This presentation does not constitute or form a part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities of the company. Neither this presentation nor anything contained herein shall form the basis of, or be relied on in connection with, any potential transaction referred to in this presentation. Any potential offer of securities of the company would be based on a prospectus prepared for that purpose.

This presentation is subject to Norwegian law, and any dispute arising in respect of this presentation is subject to the exclusive jurisdiction of Norwegian courts.

Sevan Marine – Investment Highlights

  • Debt free cash of USD 36 million
  • Large unutilized tax losses in excess of NOK 3.5 billion
  • IP and technology company no vessel ownership, license fee and engineering revenue model
  • Strong partners Teekay (Floating Production, Logitel) and Technip (KANFA)
  • Multiple applications FPSOs, FSOs, Drilling rigs, Accomodation units, FLNG
  • Competetive cost level 15 25% cost savings estimated compared with turret moored solutions

Proven designs – with unique benefits

Piranema Spirit Hummingbird Spirit Voyageur Spirit Goliat Western Isles

4 Drilling Units

Sevan Driller Sevan Brasil Sevan Louisiana Sevan Developer

Arendal Spirit Stavanger Spirit Nantong Spirit

Q4 - Highlights

  • License and Service Agreement for UK sector FPSO
  • FLNG study with oil major for specific field
  • Positive developments for the HiLoad technology (both re. offloading and regasification)
  • Further cost reductions implemented
  • Topside and Process results improved due to OCTP and higher workload in KANFA Aragon
  • Investigation completed
  • Strategic review re-energized

Floating Production (FPSO, FSO, FLNG)

Page 6

Sevan FPSO projects

Field operator: ENI Location: Sub-arctic Barents Sea Hull size: Sevan 1000

  • The Goliat FPSO has now been installed at the field in the Barents Sea
  • Sevan activity on the project is continuing to decrease as the project is close to completion

Field operator: Dana Petroleum Location: North Sea, UK Hull size: Sevan 400

  • Under construction at the Cosco yard in China
  • Sevan involved with personnel at the yard and back office activities

Sevan FPSO

  • The selection of the Sevan Marine concept for an UK sector prospect is a clear positive
  • Sevan Marine entered into a license agreement for this prospect during Q4 2015. Payments under the license agreement remain subject to the field developers' final investment decision and start of construction of the unit, which is not expected before the second half of 2016
  • Sevan Marine is currently in the process of carrying out detail engineering for the hull under the service agreement entered into

Sevan FLNG

  • During the quarter Sevan Marine has been working on a feasibility study with an oil major to explore the use of Sevan Marine's cylindrical hull for a specific FLNG development
  • This study is now completed and the final report is being evaluated by the client
  • Sevan Marine is optimistic that this may lead to further study work this year

HiLoad LNG Regasification

  • Discussions with several interested parties regarding HiLoad LNG used for regasification purposes were discussed during the quarter.
  • The first license and service agreement was signed in early January 2016 with Vires Energy Corporation ("Vires") to support their regasification project in the Philippines.
  • Payment under the license agreement is subject to Vires constructing and operating the regasification terminal. Construction is currently expected to start in 2016

Other Applications (Drilling, Logitel)

Page 11

Proven technology – Sevan designed drilling units

Sevan Driller Sevan Brasil Sevan Louisiana Sevan
Developer
Field operator: Petrobras
Field: Pre-salt Brazil
Building year: 2009
Design: Sevan 650
Field operator: Petrobras
Field: Pre-salt Brazil
Building year: 2012
Design: Sevan 650
Field operator: LLOG
Location: US GoM
Building year: 2013
Design: Sevan 650
Design: Sevan 650
Building year: 2013 /2014
Yard:
Cosco
Shipyard,
China
  • The drilling market is expected to remain challenging
  • Continued long term interest for Arctic and Ice version

Proven technology – Sevan designed Logitel units

  • The UMS and accommodation market is expected to remain challenging
  • The 'Arendal Spirit' commenced charter in June 2015
  • Logitel Offshore has the option to build 4 more units at the Cosco Shipyard

Investments (KANFA, KANFA Aragon)

Page 14

KANFA

  • 49% 51% A process technology company focusing on delivering on an EPC basis process equipment packages and modules as well as studies and FEEDs together with Technip
  • Traditional process equipment packages and modules include: Main Separation systems, Water Injection systems, Produced Water Treatment systems, Chemical Injection systems
  • The USD 50 million Yinson OCTP project is progressing better. Margin recognition likely in first half of 2016
  • KANFA Ingenium Process has continued work on Chemical Injection Package for Johan Sverdrup. Package will be ready for delivery Q2 2016

KANFA Aragon

  • A process technology company focusing on FLNG as well as traditional gas processing packages, also on an EPC basis
  • Patented FLNG liquefaction process based on an optimized dual nitrogen expander cycle
  • Improved workload has led to improved results
  • New study for Singaporean based client expected to improve results further in first half of 2016
  • Sevan Marine is undertaking a strategic review of its holding in KANFA Aragon AS which may result in a disposal or closer integration

Financials

Page 17

Q4 2015 Highlights

Floating Production:.

  • Improved revenue vs Q3 2015
  • Q3 2015 cost was positively impacted by one-offs
  • Further cost reduction measures taken in Q4 and in early 2016
  • USD 0.4m cost of investigation in quarter and USD 1.8m for the year

Topside and Process:

  • High workload in both KANFA and KANFA Aragon
  • Negative due to provisions and one-off impacts

EBITDA (USD Million)

Q1 2015 Q2 2015 Q4 2014 Q3 2015 Q4 2015

Note: Topside and Process includes KANFA AS and KANFA Aragon which are fully consolidated. Sevan ownership is 51% in KANFA AS and 50% in KANFA Aragon

Q4 2015 Cash Flow

  • USD 36.6 million in cash at end Q4 2015
  • Majority of cash (USD 30.6 million) in floating production
  • Negative cash flow quarter driven by investigation costs, legal fees and final acquisition of HiLoad LNG rights
  • Working capital in topside and process segment largely related to OCTP project in KANFA
  • Piranema claim (USD 3.8 million provision). Petrobras has started deducting from TK charter. Cash out in 2016
  • Notice from Skatt Sør (Norwegian tax authorities). NOK 31 million cash impact in Q1 2016
  • Key target is to maintain cash balance excluding one-off items such as Piranema, tax claims, investigation and restructuring charges

2014 and Q4 2015 Cash Flow (USD Million)

Cost Reduction Highlights

  • Headcount in floating production reduced from 121 to 86 during year. Target for end 2016 of 55 to 60
  • Employee cost management has accepted voluntary wage reductions of 10 to 50% starting in 2016
  • Legal cost 2015 impacted heavily by legal and advisory costs related to investigation cost, CeFront settlement and tax dispute of approximately USD 3 million in total
  • Overhead cost Run rate cost excluding legal down by over USD 0.4 million per quarter or over 25 percent

Sevan Marine Value Components

License Fee Potential

License fee

Floating Production Segment – License Fee Outlook

USD million 2016 2017 2018 2019 2020 2021
UK Sector FPSO (milestone based, offset by services) USD 25-35 million based on milestones and value of services provided
FRD (milestone based, offset by services) USD 5 -10 million based on milestones and value of services provided
Dana (subject to production) USD 0.5 per barrel produced or USD 0.3 per barrel offloaded
Goliat Bonus (subject to uptime) USD 0 to 12 million

Floating Production Segment – Revenue Outlook 2016

USD millions Backlog Expected Total
Dana 3 3
Goliat 2 2
UK Sector FPSO 2 2 4
Services 1 1
HiLoad 1 3 4
Logitel 4 4
Opportunities (FLNG, FPSO) 6 6
License fees 3 3
2016 Revenue Outlook 12 13 25

Floating Production Segment – Cost Outlook 2016

USD millions Est. 2016
Hired in staff cost (project driven)
Other third party costs (project driven)
(4,0)
(1,0)
Direct employee cost
Site service employee cost
(6,0)
(3,5)
Indirect employee costs (3,0)
Overhead cost (3,5)
One-off and restructuring costs (2,0)
2016 Estimated Cost (23,0)

Current Legal Structure

Q4 2015 – Profit & Loss statement

Unaudited figures in USD million Q4 15 Q3 15 Q4 14 Comment
Operating revenue 27,2 21,8 25,2 Higher activity in Q4 and reversal of logitel
revenue in Q3 Floating Production (USD
1.2m). Improved Topside and Process
workload mainly from OCTP project (USD
4.2m).
Decrease in Floating Production (USD
0.5m) due to investigation costs and
positive one-offs in Q3. Decrease Topside
and Process performance (USD 0.6m) due
EBITDA -3,0 -1,9 1,2 to provisions and one-offs
Operating profit -3,1 -8,0 -4,8 Write down of Goodwill related to Topside
and Process segment of USD 6m in Q3
Net profit -8,4 -10,0 -15,9 Tax claim 2012 USD 4.5m

Floating Production partially compensated by cost savings and improvements in Topside and Process.

Q4 2015 – Balance Sheet

Unaudited figures in USD million 31.12.2015 30.09.2015 31.12.2014 Comment
Intangible assets 1 1 7 Remaining amount related to software & rights
Loan 16 16 50 Logitel convertible loan estimated recoverable value
Long term portion accrued Logitel variable fee of USD 5m, total accrual of
Other non-current assets 6 11 10 Logitel variale fee USD 10m. USD 5m classified as short term
Total non-current assets 23 28 67
USD 11m in Floating Production and USD 16m in Topside and Process
Trade and other receivables 27 19 51 segment
USD 31m in Floating Production and USD 6m in Topside and Process
Cash and cash equivalents 37 38 27 segment
Total current assets 63 57 78
Total assets 87 85 145
Total equity 50 58 111
USD 0.5m in Floating Production and USD 0.6m in Topside and Process
Total non-current liabilities 1 1 2 segment
USD 15m in Floating Production and USD 21m in Topside and Process
Total current liabilities 36 26 31 segment
Total liabilities 37 27 34
Total equity and liabilities 87 85 145

Q4 2015 – Segment Assets

Unaudited figures in USD million FP T&P Q4 15 Comment
Non-current assets
Intangible assets 1 - 1 Largely IT, software and rights
Loan 16 - 16 Carrying value Logitel loan
Other non-current assets 6 0 6 USD 5m Logitel variable payment estimate
Total non-current assets 23 0 23
Trade and other receivables
Short term portion Logitel variable payment 5 - 5 Logitel variable payment
Trade receivables 4 4 8
Project accruals 0 11 12 Mainly related to OCTP project in T&P
Prepaids 1 0 1
Other 0 1 1
Total trade and other receivables 11 16 27
Cash and cash equivalents
Total cash and cash equivalents 31 6 37
Total assets 64 22 87

Floating Production assets excludes NOK 3.5 billion in tax losses not recorded on balance sheet

Note: Excludes intra and intersegment assets

Q4 2015 – Segment Liabilities

Unaudited figures in USD million FP T&P Q4 15 Comment
Non-current liabilities
Retirement benefit obligations 1 0 1
Deferred tax - 0 0
Total non-current liabilities 1 1 1
Current liabilities
Debt to credit institutions 1 - 1 Nordea facility utilized by KANFA Aragon
Trade creditors 1 3 4 Mainly related to OCTP project in T&P
Project accruals 0 14 15 Mainly related to OCTP project in T&P
Tax dispute 2012 5 - 5 Provision for disputed tax, interest and penalties. Approximately USD 3.7m (NOK 31m) cash out in Q1 2016
Piranema fine 4 - 4 Guarantee to TK from 2011 restructuring. Petrobras deducting from charter so will be cash out in 2016
VAT & public duties 1 1 2
Employee related accruals 3 1 4
Other 1 1 2
Total current liabilities 15 21 36
Total liabilities 16 21 37

Floating Production liabilities driven by Piranema claim and 2012 tax dispute

Note: Excludes intra and intersegment liabilities

Outlook

Page 31

Floating Production

  • The prospects pursued during the fourth quarter includes a FWPSO for Asian waters, a bridge-linked FSO for UK North Sea, gas FPU's in various areas as well 'standard' FPSO solutions
  • Despite a generally weak market, we have received an increasing amount of inquiries in connection with early phase studies. Which we take as a signal that the downturn in the market is about to level off
  • We firmly believe that an increased focus on cost effective solutions should be an advantage for Sevan

Gas to Wire Floating Power Plant developed with Siemens

CEPONG (Clean Electricity Production from Offshore Natural Gas) Ongoing project with SINTEF incl. Carbon capture and storage

Electrification 70 MW through a 105 km AC cable from shore

Arctic

  • Harsh weather conditions
  • − Long winter season
  • − Low temperature
  • − Polar lows
  • − Darkness
  • − Icing
  • − etc.
  • Other challenges
  • − Distance and infrastructure
  • − Need for winterization
  • − Vulnerable environment
  • − etc.

Gulf of Mexico

  • Sevan 1000 Unit selected for further study and model testing under the Research Partnership for Securing Energy to America (RPSEA) programme
  • − Water depth: 2,500m
  • − Storage capacity: 1,000,000 bbls
  • − Oil production: 60,000 bopd
  • − Water production: 60,000 bopd
  • − Gas processing: 60 mmscfd

  • − Motions: Acceptable for SCR

  • In dialog with US regulatory bodies regarding non-disconnect FPSO

FLNG

Sevan FLNG

  • Addressing an emerging market with a cost effective solution
  • The solution is based on proven elements
  • In dialog with several potential clients

HiLoad for Offloading

  • Enables offloading in rough sea-states
  • Enhanced safety by 200 m separation between vessels
  • Large savings by using standard LNG carriers

LNG Regasification

HiLoad for Regasification

  • Expected high growth in the LNG downstream market
  • The HiLoad Floating Regasification Dock (FRD) offers a simple and cost effective solution for regasification of LNG
  • In particular relevant for areas with underdeveloped power infrastructure

Outlook

  • The FPSO/FSO market
  • − Increased focus on cost effective solutions is an advantage for Sevan
  • − Study work increasing including for FLNG and HiLoad applications
  • − Positive continuing progress on UK sector FPSO prospect
  • Logitel Offshore
  • − Variable payment expected in June 2016
  • − Challenging floating accomodation market has led to continuing delays in rigs 2 and 3

The Topside Process Systems market

  • − OCTP project progressing with equipment now being installed at yard, single digit USD margin likely in 2016
  • − Chemical injection package for Johan Sverdrup field progressing well
  • − Improved workload in Kanfa Aragon

Outlook

  • Cost Reduction Program
  • − Over 20% further headcount reduction taken in Q1 2016
  • − Key target is to remain operating cash flow breakeven excluding one-off items in 2016
  • Investigation
  • − Sevan Marine has to date not been charged
  • − Dialogue with authorities expected to continue into 2016

Strategic Review

  • − Process continues and Sevan Marine remains optimistic that the outcome will help company to achieve its full potential and deliver enhanced value to shareholders
  • Dividend
  • − No regular dividend proposed for 2015. Board will continue to assess each quarter

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