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Awilco LNG

Investor Presentation May 18, 2017

3548_rns_2017-05-18_d13e5a8b-afc2-40ec-b9bb-c6af1a1cbdaa.pdf

Investor Presentation

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Company Presentation

18 May 2017

www.awilcolng.no - 1 -

Disclaimer

These materials have been prepared by Awilco LNG ASA (the "Company", jointly, together with its subsidiaries, the "Group") solely for use in its dialogue with possible investors ("Recipients") in a contemplated private placement of new shares by the Company (the "Offer Shares") with selected investors in and outside of Norway as are permitted or catered for by exemption rules under applicable securities laws (the "Private Placement") and may not be reproduced or redistributed, in whole or in part, to any other person. These materials are being provided to the Recipients for information purposes only.

These materials and the conclusions contained herein are necessarily based on economic, market and other conditions, as in effect on, and the information available to the Company as of, their date. These materials do not purport to contain a complete description of the Group or the market(s) in which the Group operates.

AN INVESTMENT IN THE COMPANY INVOLVES RISK, 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. 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 PRESENTATION. THE COMPANY DOES NOT INTEND, AND DOES NOT ASSUME ANY OBLIGATION, TO UPDATE OR CORRECT THE INFORMATION INCLUDED IN THIS PRESENTATION.

The Company strongly suggest that each Recipient seeks its own independent advice in relation to any financial, legal, tax, accounting or other specialist advice. In particular, nothing herein shall be taken as constituting the giving of investment advice and these materials are not intended to provide, and must not be taken as, the exclusive basis of any investment decision These materials comprise a general summary of certain matters in connection with the Group. These materials do not purport to contain all of the information that any Recipient may require to make a decision with regards to any transaction. Any decision as to whether or not to enter into any transaction should be taken solely by the relevant Recipient.

These materials have been provided to the Recipients on the basis that each Recipient keep these materials (and any other information that may be provided to such Recipient) confidential. The information used in preparing these materials was obtained by the Company and its representatives and is subject to change without notice. Neither the Company nor any of its affiliates or any third party have independently verified any such information. Neither the Company nor any of the affiliates (nor any of its or their respective directors, officers, employees, professional advisers or representative) makes any representation or warranty, express or implied, with respect to the fairness, correctness, accuracy, reasonableness or completeness of such information. Without limiting a person's liability for fraud, no responsibility or liability (whether in contract, tort or otherwise) is or will be accepted by the Company or any of its affiliates or any of its or their respective directors, officers, representatives, employees, advisers or agents) as to, or in relation to, these materials, their contents, the accuracy, reliability, adequacy or completeness of the information used in preparing these materials, these materials, any of their contents or any of the results that can be derived from these materials or any written and any such responsibility, liability or obligations is expressly disclaimed, except to the extent that such responsibility, liability or obligations cannot be excluded by law. Analyses and opinions contained herein may be based on assumption that, if altered, can change the analyses or opinions expressed.

Any statement, estimate or projections included in these materials (or upon which any of the conclusion contained herein are based) with respect to anticipated future performance may prove not to be correct. No representation or warranty is given as to the completeness or accuracy of any forward-looking statement contained in these materials or the accuracy of any of the underlying assumptions. Nothing contained herein shall constitute any representation or warranty as to the future performance of the Group, any financial instrument, credit, currency rate or other market or economic measure. Information about past performance given in these materials is given for illustrative purposes only and should not be relied upon as, and is not, an indication of future performance.

Neither the Company nor any of its affiliates accepts or will accept any responsibility, duty of care, liability or obligations for providing any Recipient with access to additional information, for updating, modifying or otherwise revising these materials or any of their contents, for correcting any inaccuracy in these materials or their contents which may become apparent, or for notifying any Recipient or any other person of any such inaccuracy.

The securities of the Company have not been and will not be registered under the US Securities Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or jurisdiction of the United States and may not be offered, sold, resold, pledged, delivered, distributed or transferred, directly or indirectly, into or within the United States unless registered under the Securities Act or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or in compliance with any applicable securities laws of any state or jurisdiction of the United States. There will be no public offering of the securities of the Company in the United States. These materials are strictly private and confidential and exempt from the general restriction (in section 21 of the Financial Services and Markets Act 2000 ("FSMA")) on the communication of invitations or inducements in investment activity pursuant to the FSMA (Financial Promotion) Order 2055,0 as amended (the "Order") on the ground that in the United Kingdom, these materials are being directed at a restricted number of persons who are: (A(x)(i) persons having professional experience in matters relating to investments, i.e., investment professionals within the means of Article 19(5) of the Order; (ii) high net with entities falling within the meaning of Article 49(2)(a) to (d) of the Order; or (iii) any other person to whom it can otherwise be lawfully distributed, and (B) "Qualified Investors) as defined in section 86(/\7) of the FSMA (persons meeting criteria "A" and "B" are referred to herein as "Relevant Persons"). In the United States, these materials are directed only at persons reasonably believed to be "qualified institutional buyers" ("QIB") as defined under the Securities Act. Any person who is not a Relevant Person or QIB should not accept these materials, not act or rely on these materials. These materials are not intended for distribution to, or use by, any person in any jurisdiction where such distribution or use would be contrary to local laws or regulations. The Company does not accept any liability to any person in relation to the distribution or possession of these materials in or from any jurisdiction.

This Presentation shall be governed by Norwegian law. Any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of the Norwegian courts with Oslo District Court as legal venue.

Risk factors

  • Risks related to the Company and the LNG industry
  • The Company's business, financial condition, results of operations and ability to pay dividends depend on the level of activity in the gas industry in general and the LNG industry in particular which can be materially adversely affected by:
  • Volatile natural gas prices
  • Decline in LNG production
  • Decline in exports
  • Decline in the overall demand for natural gas and LNG
  • Gas prices are volatile and are affected by numerous factors beyond the Company's control, including, but not limited to worldwide demand for natural gas and the following:
  • the cost of exploring for, developing, producing, transporting and distributing of natural gas;
  • expectations regarding future energy prices for both natural gas and other sources of energy;
  • level of world-wide LNG production and exports;
  • the competitiveness of alternative energy sources;
  • environmental protection and other laws and regulations;
  • local and international political and economic conditions.
  • Oversupply of LNG vessels may negatively impact the utilization rates and dayrates for LNG carriers
  • The Company's operations are currently depending on two vessels. Any operational downtime or any failure to secure employment for any vessel at satisfactory rates will affect the Company's results more significantly than for companies with larger fleets.

Risk factors

  • The Company relies on a significant supply of consumables, spare parts and equipment. Cost increases, delays or unavailability could negatively impact the Company's operations and result in higher downtime due to the repair and maintenance of its fleet.
  • The Company's vessel operating expenses and dry-dock capital expenditure depend on a variety of factors including crew costs, provisions, deck and engine stores and spares, lubricating oil, insurance, maintenance and repairs and shipyard costs, many of which are beyond the Company's control and affect the entire shipping industry.
  • The Company operates in a highly competitive market
  • Several competitors are substantially larger companies
  • Several competitors have substantially greater resources
  • Risks related to the financial situation
  • Many of the Company's operating costs are unpredictable and can vary based on events beyond the Company's control. The Company's gross margins will therefore vary over the terms of its contracts.
  • There can be no assurance that the Company will be able to comply with the renegotiated terms with Teekay
  • There can be no assurance that the Company will be able to obtain the required financing for its operations going forward
  • Risks related to the shares
  • The market price of the shares may be highly volatile and investors could suffer substantial loss
  • Issuance of shares may dilute the holdings of shareholders and could materially affect the share price

Agenda

Key highlights

  • Renegotiated flexible agreement with Teekay to extend charter period and defer charter hire
  • Awilco LNG will be fully financed through the equity issuance
  • LNG market fundamentals set for recovery – reflecting significant volume growth in years to come
  • The transaction is supported by key existing shareholders

Significant relief and extensions secured

Key highlights of renegotiated agreement with Teekay

Deferral of
charter hire

Front loaded reduction in bare-boat rate payable to Teekay
providing significantly lower cash
breakeven –
total of USD 29.3m deferred

Rate reduced from current level of USD 49,100 per day to:
-
USD 28,500 per day for both vessels the first 10 months
-
USD 33,500 per day subsequent 11 months
-
USD 38,500 per day last 10 months

Deferred amounts will become payable at maturity of the contract (year-end 2019)

Cash sweep mechanism introduced to reduce deferred amounts
Charter period
extended and
flexible

Bareboat charters for both vessels extended to 31 December 2019

Option for early termination and refinance vessels at any time before maturity of the
contracts

Total purchase obligation of USD 113.3m and USD 114.5m at maturity (excluding deferred
hire)

No financial covenants except for dividend restrictions

Renegotiated flexible agreement with Teekay provides bridge to full market recovery

www.awilcolng.no - 7 -

Note: Quarterly cash sweep of revenues earned by the vessels in excess of the non-deferred charter hire plus operating costs, voyage expenses and G&A, provided that Awilco LNG has consolidated cash above certain pre-set minimum thresholds. The agreement with Teekay is subject to a minimum capital raise of USD 25 million.

An attractive entry point with significant recovery potential

Renegotiated flexible agreement with Teekay provides bridge to full market recovery

An attractive pure-play on LNG recovery

Short-term LNG fundamentals improving – long term outlook firm

Opportunistic strategy for maximising shareholder values

Solid support from long term owners with established track record

Agenda

Modern fleet with two sister vessels

WilForce WilPride
Year built 2013 Year built 2013
Yard DSME Yard DSME
Capacity 156,007m3 Capacity 156,089m3
DWT 87,750 mt DWT 87,677 mt
Draft 12.521m Draft 12.521m
Manager Awilco
LNG
Technical Mgmt
Manager Awilco
LNG
Technical
Mgmt
Flag NIS Flag NIS
Propulsion TFDE Propulsion TFDE
Spot market (ended three-year

contract in December 2016) Spot market

  • Pure-play exposure towards LNG transportation market
  • Vessels currently trading in the spot market – with full exposure to improving market conditions
  • Homogenous fleet of modern Daewoo-built vessels

Attractive design well suited for infrastructure opportunities

Three older vessels divested in 2015 and 2016

Focused LNG owner and operator

Robust headroom whilst significant upside potential retained

www.awilcolng.no - 12 -

1) Accumulated cash generation at 100% utilisation after opex and G&A, excluding drydocking. Historical differential between 138-145k and 155-165k day rates applied to extend time series from 2011 to 2010. Source: Fearnley LNG

Highly experienced management team and board

Executive management team Board of Directors

Jon Skule Storheill – Co-founder / Chief Executive Officer since 2011

  • Prior experience:
  • Managing Director of Awilco AS
  • Director of S&P/Projects with Frontline Management
  • Director/Partner of shipbroking company P.F. Bassøe AS
  • Chairman of the Board of Wilhelmsen Marine Services AS in addition to serving with various board positions in the industry
  • More than 25 years of shipping experience

Snorre Schie Krogstad – Chief Financial Officer since 2011

  • Prior experience:
  • CFO at Camillo Eitzen & Co ASA
  • More than 25 years of experience from the shipping, offshore and banking industry both in Norway and internationally

Ian S. Walker – SVP Chartering since 2011

  • Prior experience:
  • SVP Chartering at Golar LNG
  • Various Commercial, Marketing and Project Development roles in LNG projects for both BG and Shell
  • More than 25 years experience from the natural gas & shipping industry

Jan Espen Andersen – Head of Operation since 2011

  • Prior experience:
  • Head of Operations at Höegh LNG
  • Various shore side marine related positions since 1997 following 7 years at sea and is a certified Master Mariner
  • More than 25 years of shipping experience

Sigurd E. Thorvildsen – Chairman and Non-Executive Director

  • CEO of the Awilhelmsen group and Chairman of the Board of Awilco Drilling
  • More than 25 years of experience from the shipping- and offshore industry

Jon-Aksel Torgersen – Non-Executive Director

  • CEO of Astrup Fearnley AS
  • Extensive board experience from a number of companies in the property, shipping, finance and offshore sectors

Henrik Fougner – Non-Executive Director

  • COO of the Awilhelmsen group, and serves on the board of Awilco Drilling
  • More than 25 years of experience from the shipping, offshore and banking industry both in Norway and internationally

Annette Malm Justad – Non-Executive Director

  • Previously worked i.a. as CEO in Eitzen Maritime Services, VP and Head of Purchasing at Yara International ASA.
  • Extensive board experience in the shipping and offshore industry

Synne Syrrist – Non-Executive Director

  • Work experience as an independent consultant, and as financial analyst in Elcon Securities ASA and First Securities ASA
  • Board experience from both listed and private companies, currently i.a. board member of Awilco Drilling Plc and Eidesvik Offshore ASA

Agenda

LNG trade patterns becoming increasingly fragmented demanding further vessels

Traditional and emerging trading routes

Importers Exporters Traditional route Emerging route

  • Cargoes following new trade patterns with emerging longhaul routes
  • Cheap US LNG prices catering for long-distance cargoes to Far East destinations
  • − 2016 average 1.7 ships/mtpa vs historical average ~1.3 ships/mtpa
  • The emerging and more fragmented trade patterns of LNG trade demand higher slack capacity and consequently absorb more tonnage

www.awilcolng.no - 15 -

LNG volumes to significantly out-grow the current orderbook

LNG production capacity growth to out-grow current orderbook by ~2.3x over the coming 5 years

www.awilcolng.no - 16 - Source: Clarksons, Fearnley LNG

Few available LNG vessels to compete in the spot market

www.awilcolng.no - 17 - Source: Fearnley LNG

LNG rates show signs of tightening spot market and improved negotiation conditions

  • Market shows early signs of recovery, as seasonal demand fluctuations quickly absorb the moderate excess capacity, triggering rapid and large spot rate movements
  • Rates have traded at alltime-low levels for two years, catering limited vessel orders
  • Significant upside potential and ideal timing to participate in recovering market, with rates trading ~50% below historical average

May-12 Aug-12 Dec-12 Mar-13 Jun-13 Oct-13 Jan-14 May-14 Aug-14 Dec-14 Mar-15 Jul-15 Oct-15 Feb-16 May-16 Sep-16 Dec-16 Apr-17

Historic Ave. spot rate 155-165 K DFDE Spot Rate 155-165k DFDE

Year on year improvement evident in monthly lifting statistics

www.awilcolng.no - 19 - Source: Clarksons

Key market trends


Continued political support for natural gas as a clean, cheap and available source of energy

Exports of LNG set to grow unprecedented the coming next years reflecting increase in export capacity
Vessel
demand

Significant increase in exports particularly out of the US representing long-haul transportation to markets
primarily in the Far East

LNG trade patterns becoming increasingly fragmented demanding additional vessels

LNG projects to be executed on schedule, in contrast to history of delayed projects and tonnage being
delivered on time

Very limited ordering activity in recent years in response to weak rate environment
Vessel
supply

Projected demand for vessels far outstripping projected deliveries, whilst long yard lead times and few
capable yards prevents imminent changes to supply

Multiple vessels scheduled to come off long term contracts in the coming years, may due to size and fuel
consumption become obsolete, represents substantial replacement potential

Very few uncommitted vessels in the orderbook
available for slack production, corresponding spot
market opportunities
Rate
development

Improved vessel demand set to gradually drive rate development in the coming years

Period of depressed spot rates well below rate levels providing fair return on capital –
improved rate
environment needed to close projected demand/supply deficit

Agenda

Financials – Income statement

USD million Q1'17 2016 2015
Freight income 2.5 34.8 37.4
Voyage related expenses (1.6) (2.8) (4.9)
Net freight income 0.8 32.0 32.5
Operating expenses (1.9) (8.7) (12.7)
Administration expenses (0.9) (3.5) (4.0)
EBITDA (2.0) 19.8 15.8
Depreciation (2.9) (12.9) (16.6)
Impairment - (6.6) (11.5)
Net finance (5.5) (23.2) (24.0)
Profit/(loss) before tax (10.4) (22.8) (36.3)
Tax - - -
Profit/(loss) (10.4) (22.8) (36.3)
  • Freight income:
  • Q1'17: both vessels traded in weak spot market at 41% utilization
  • 2016: WilForce employed on a 3 year high earning TC, redelivered December 2016. WilPride traded spot achieving 59 % utilisation
  • Opex
  • Vessels managed in-house at very competitive levels. Both 2016 and 2015 figures reflect lay-up costs of three previously owned steam vessels
  • Administration expenses
  • Lean organisation of 8 employees
  • Non-core functions outsourced at competitive levels
  • Deprecation and impairment:
  • Impairments in 2016 of USD 6.6m and in 2015 of USD 6.5m relating to disposal of two steam vessels
  • Divested vessels:
  • 2015 and 2016 net income includes P&L effects from the three divested vessels WilGas, WilPower and WilEnergy. These vessels contributed negatively to net income, with USD 16.7m and USD 9.1m in 2015 and 2016, respectively

Financials – Balance sheet

USD million 31.03.17 31.12.16 31.12.15
Vessels 369.2 371.8 422.5
Other non-current assets 0.1 0.1 0.1
Total non-current assets 369.3 371.9 422.6
Trade receivables - 0.6 2.5
Other short term assets 5.2 5.8 3.1
Cash 19.4 30.0 17.3
Total current assets 24.6 36.4 22.8
Total assets 393.9 408.4 445.5
Total equity 122.4 132.8 155.6
Long-term
interest bearing debt
255.4 259.0 272.8
Other
non-current liabilities
0.3 0.3 0.2
Non-current liabilities 255.7 259.3 273.0
Short-term interest bearing debt 14.1 13.8 12.8
Other current liabilities 1.7 2.5 4.1
Total current liabilities 15.8 16.3 16.9
Total equity and liabilities 393.9 408.4 445.5
  • Non-current liabilities 31.3.2017:
  • USD 255.4m long-term portion of WilForce and WilPride financial lease liabilities
  • Current liabilities 31.3.2017:
  • USD 14.1m short-term portion of WilForce and WilPride financial lease liabilities

Financials – Cash flow

USD
million
Q1'17 2016 2015
Cash Flows from Operating Activities:
Profit/(loss) before taxes (10.4) (22.8) (36.3)
Income taxes paid - - -
Interest and borrowing costs expensed 5.5 23.2 24.1
Depreciation,
amortisation and
impairment
2.9 19.5 28.2
Trade receivables, inventory and other short term assets 1.2 1.3 (0.2)
Accounts payable,
accrued exp. and deferred revenue
(0.9) (1.5) (4.0)
Net cash provided by / (used in) operating activities (1.6) 19.6 11.8
Cash Flows
from Investing Activities:
Investment in vessels / sale of vessels (0.3) 32.1 17.4
Proceeds
from sale of other fixed assets
- - 0.1
Net cash provided
by / (used in) investing activities
(0.3) 32.1 17.5
Cash Flows
from Financing Activities:
Repayment of
borrowings
(3.3) (13.9) (10.7)
Interest and borrowing costs paid (5.5) (25.1) (22.1)
Net cash provided by / (used in) financing activities (8.7) (39.0) (32.8)
Net changes in cash and cash equivalents (10.7) 12.7 (3.5)
Cash and cash equivalents at start of period 30.0 17.3 20.8
Cash and cash equivalents at end of period 19.4 30.0 17.3
  • Cash flows from investing activities:
  • 2016: USD 32.2m net proceeds from sale of WilGas and WilEnergy, investment in vessels of USD 0.3m
  • 2015: USD 17.8m net proceeds from sale of WilPower offset by investment in vessels of USD 0.3m
  • Cash flows from financing activities:
  • Proforma Q1 2017 after amended agreement with Teekay net cash used USD 5.1m, a reduction of USD 3.6m (approx. 40 %)

Jon Skule Storheill CEO Mobile: +47 -9134 4356 E -mail: [email protected]

Snorre Krogstad CFO Mobile: +47 -9085 8393 E -mail: [email protected]

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