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Borr Drilling Investor Presentation 2019

May 29, 2019

6241_rns_2019-05-29_7d442c07-df78-4871-abe0-c43d58f0d655.pdf

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Borr Drilling Limited

Company presentation Q1 2019 Results

29 May 2019

Important information and disclaimer

This presentation (the "Presentation") has been prepared by Borr Drilling Limited (the "Company") and sets forth general background information about the Company's activities current as at the date hereof. Information in this Presentation, including forecast financial information, should not be considered as advice or a recommendation to investors or potential investors in relation to holding, purchasing or selling securities or other financial products or instruments and does not take into account your particular investment objectives, financial situation or needs. Before acting on any information you should consider the appropriateness of the information having regard to these matters, any relevant offer document and in particular, you should seek independent financial advice. All transactions in securities and financial product or instrument involve risks, such risks include (among others) the risk of adverse or unanticipated market, financial or political developments and, in international transactions, currency risk.

MASTER

No representation, warranty, or undertaking, express or implied, is made by the Company, its affiliates or representatives, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein, for any purpose whatsoever. Neither the Company nor any of their advisors or representatives shall have any responsibility or liability whatsoever (for negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection herewith. All information in this Presentation is subject to updating, revision, verification, correction, completion, amendment and may change materially and without notice. Neither the Company or its affiliates or agents undertake any obligation to provide the recipient with access to any additional information or to update this Presentation or any information or to correct any inaccuracies in any such information. The information contained in this Presentation should be considered in the context of the circumstances prevailing at the time and has not been, and will not be, updated to reflect material developments which may occur after the date hereof.

Matters discussed in this Presentation and any materials distributed in connection herewith may constitute or include forward-looking statements. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believes", "expects", "anticipates", "intends", "estimates", "will", "may", "continues", "should" and similar expressions. These forward-looking statements reflect the Company's beliefs, intentions and current expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth and strategies. Forward-looking statements include statements regarding: objectives, goals, strategies, outlook and growth prospects; future plans, events or performance and potential for future growth; liquidity, capital resources and capital expenditures; economic outlook and industry trends; developments of the Company's markets; the impact of regulatory initiatives; and the strength of the Company's competitors. Forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The forward-looking statements in this Presentation are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in the Company's records and other data available from third parties. Although the Company believes that these assumptions were reasonable when made, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Forward-looking statements are not guarantees of future performance and such risks, uncertainties, contingencies and other important factors could cause the actual results of operations, financial condition and liquidity of the Company or the industry to differ materially from those results expressed or implied in this Presentation by such forward-looking statements. No representation is made that any of these forward-looking statements or forecasts will come to pass or that any forecast result will be achieved and you are cautioned not to place any undue influence on any forward-looking statement.

This Presentation and the information contained herein does not constitute or form a part of, and should not be construed as, an offer for sale or subscription of or solicitation or invitation of any offer to subscribe for or purchase any securities of the Company and neither this Presentation nor anything contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. By reviewing this Presentation, you acknowledge that you will be solely responsible for your own assessment of the market position of the Company and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company's business.

By reviewing this Presentation, you are deemed to have represented and agreed that you and any persons you represent are located outside of the United States. This Presentation is only addressed to and directed at persons in member states of the European Economic Area who are "qualified investors" as defined in the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors"). In addition, in the United Kingdom, this Presentation is being distributed only to, and is directed only at (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") or (ii) high net worth entities and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together as amended being referred to as "Relevant Persons"). This Presentation must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment activity to which this document relates is available only to Relevant Persons or Qualified Investors or will be engaged in only with Relevant Persons or Qualified Investors.

The information in this Presentation is given in confidence and the recipients of this Presentation should not base any behaviour in relation to qualifying investments or relevant products, as defined in the Financial Services and Markets Act 2000 ("FSMA") and the Code of Market Conduct, made pursuant to the FSMA, which would amount to market abuse for the purposes of the FSMA on the information in this Presentation until after the information has been made generally available. Nor should the recipient use the information in this Presentation in any way that would constitute "market abuse".

Neither this document nor any copy of it may be taken, released, published, transmitted or distributed, directly or indirectly, in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese 4C Securities laws. This document is also not for publication, release or distribution in any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction nor should it be taken or transmitted into such jurisdiction and persons into whose possession this document comes should inform themselves about and observe any such relevant laws. No money, securities or other consideration is being solicited, and, if sent in response to this Presentation or the information contained herein, will not be accepted.

Highlights

▪ Operating revenues of US\$51.9 million, EBITDA of negative US\$15.3 million and net loss of US\$56.4 million for the first quarter of 2019

MASTER

  • Technical utilization for the operating rigs was 99.1% in the first quarter of 2019
  • Secured commitment for US\$645 million financing with maturity in 3 years from 5 lenders
  • Awarded two 18-month contracts for two premium newbuild jack-up rigs with Pemex in Mexico to commence mid-2019, under an integrated services model with our principal shareholder Schlumberger
  • Purchased a KFELS Super B Bigfoot jack-up newbuild, the "Thor", from BOT Lease Co., Ltd. for a cash consideration of US\$122.1 million, compared to historic construction cost of approximately US\$240 million
  • Completed the successful activation/reactivation and commencement of contracts for the premium jack-ups Gerd, Groa, Natt, Odin and Ran on time and below budget
  • Entered into agreement to sell of three standard jack-up rigs for non-drilling activities, two of which were sold in May 2019, and the third expected to be sold early 2020

The Comany uses certain financial information calculated on a basis other than in accordance with accounting principles generally accepted in the United States (US GAAP) including EBITDA. EBITDA as used herein represent net loss less: depreciation and impairment of non-current assets, amortisation of contract backlog, net financials, gain from bargain purchase and income tax expense. EBITDA is included as a supplemental disclosure because the Company believes that the measure provides useful information regarding the Company's operational performance.

Key Financials Q1 2019

Income Statement

MASTER

USDm Q1 2019 Q4 2018 FY 2018
Operating revenues 51.9 53.5 164.9
Gain on disposals - 1.3 18.8
Gain from bargain purchase - 38.1
Rig operating and maintenance expenses (57.1) (59.5) (180.1)
Depreciation (23.9) (23.8) (79.5)
Impairment (11.4) - -
Amortisation of contract backlog (7.4) (8.5) (24.2)
G&A (10.1) (10.8) (38.7)
Restructuring costs - (3.2) (30.7)
Total operating expenses (109.9) (105.8) (353.2)
Operating loss (58.0) (51.0) (131.4)
Total other income (expenses) 1.8 (59.2) (57.0)
Loss before income taxes (56.2) (110.2) (188.4)
Tax (0.2) (0.5) (2.5)
Net loss (56.4) (110.7) (190.9)
Basic loss per share (\$/share) (0.11) (0.21) (0.37)

Comments Q1 2019

  • On average 9.1 operating rigs in the first quarter. ▪ Rig operating and maintenance expenses affected by reactivation costs of \$7.6 million for the "Ran" ▪ Impairment relates to the anticipated sale of the cold stacked, standard jack-up rig "Eir", sale to be completed early in 2020 for \$3 million with subjects. ▪ Amortization of contract backlog decreased by \$1.1 million q-on-q due to the expiration of acquired contracts from the Paragon transaction. ▪ G&A incl. \$2.0 million non-cash charges linked to longterm share option program
  • Total other income (expenses) includes
    • interest expense of US\$13.0 million. (additionally, interest of US\$5.8 million was capitalized in the quarter)
    • mark-to-market gains on forward contracts relating to marketable securities of US\$11.5 million, and
    • a mark-to-market gain on the Call Spread derivative related to the Company's convertible bonds of US\$3.6 million

Key Financials Q1 2019

Balance Sheet Key Numbers

USDm Q1 2019 Q4 2018 Q1 2018
Total assets 3,098.4 2,913.7 2,137.3
Total liabilities 1,626.6 1,380.2 467.2
Total equity 1,471.8 1,533.5 1,670.1
Cash and cash equivalents 29.4 27.9 51.5
Restricted cash 29.4 63.4 55.0

Movements in the quarter

  • Total assets increased by US\$184.7 million primarily due to
    • Acquisition of "Thor" at the end of March 2019
    • Delivery of the newbuilding "Njord" in January

Offset by:

  • Ordinary depreciation
  • Impairment of US\$11 million
  • Total liabilities increased by US\$246.4 million, mainly attributable to
    • US\$87.0 million in long-term debt related to the delivery financing for the newbuilding "Njord"
    • US\$95.0 million drawdown on the revolving credit facilities
    • US\$60.0 million drawdown on the bridge loan facility related to the acquisition of the Thor
    • offset by a reduction in the liability pertaining to unrealised losses on forward contracts related to marketable securities of US\$11.5 million
  • Total available free liquidity (cash and cash equivalents excluding restricted cash, plus available amounts under credit facilities) at the end of the first quarter was US\$164.4 million, including undrawn amounts under credit facilities of US\$135.0 million.

Fleet Status Report May 2019

Contractual Developments

MASTER

Operating
/
Committed
Available Cold
Stack
Under
Construction
Premium
Jack
Ups
-
30 12 8 2 8
Standard
Jack
Ups
-
4 3 *
1
2
Total
Jack
Ups
-
34
Semi
Submersible
-
1 1
Total
Fleet
35 16 8 3 8

Other Fleet Updates

Time Rig Client Contract
status
Apr-19 Odin PanAmerican Commenced
contract
Apr-19 Gerd Exxon Commenced
contract
Apr-19 Natt First E&P Commenced
contract
Apr-19 Ran Spirit Energy Commenced
contract
May-19 Groa Exxon Commenced
contract
May-19 Prospector
5
Neptune Commenced
contract
May-19 Mist Vestigo Commencement
May 30, 2019
May-19 Grid Pemex Commenced
mobilisation
to Mexico
May-19 Gersemi Pemex Commenced
mobilisation
to Mexico

* Includes Eir, which is under sales agreement, expected to be concluded early 2020, subject to conditions

Operating and Contracted fleet developments

Growth from 1 to 13 operating rigs in 18 months, and 3 future contracts/commitments

New long-term financing facilities

MASTER

Remaining capex USDm

Remaining
to
Committed
Rig name Delivery date Paid be paid Total financing Residual
Heimdal Oct-19 57.6 86.4 144.0 86.4 -
Hild Jan-20 57.6 86.4 144.0 86.4 -
Hermod Apr-20 57.6 86.4 144.0 86.4 -
Huldra Jul-20 57.6 86.4 144.0 86.4 -
Tivar Jul-20 25.0 153.4 178.4 50.0 103.4
Heidrun Oct-20 57.6 86.4 144.0 86.4 -
Vale Oct-20 25.0 147.4 172.4 130.0 17.4
Var Dec-20 25.0 147.4 172.4 130.0 17.4

Debt repayments shown a fully drawn basis

Low leverage in the current market

Day rate scenario Current market Average 10y Last 10y peak
Day-rate USDk/day 100,000 145,000 250,000
Utilisation 98% 98% 98%
Opex and G&A USDk/day 50,000 50,000 50,000
EBITDA pr rig (USDm) USDm/year 18 34 71
Est. fully
invested
NIBD* pr rig
USDm 73 73 73
NIBD/EBITDA x 4.2 2.2 1.0

MASTER

*NIBD/rig using estimated total debt in Borr Drilling when fully invested, divided by 30 premium rigs. Illustrative table

Tender activity up >100% - day rates up 100% - its happening now

MASTER

Source: Fearnley, Borr Drilling

Market trends confirming the modern rig strategy

80.7% 85.1% 72.9% 67% 72% 77% 82% 87% 92% Dec 2017 Mar 2018 Jun 2018 Sep 2018 Dec 2018 Mar 2019 91.1% Marketed Utilization (%) Adjusted Modern (>=2000) Standard (<2000) Average

Marketed Utilization continues to trend upwards… Modern JU availability is tight

Supply
and
Demand
Matrix
Modern
Rigs
of
Rigs
#
Total
Fleet
284
Not
Marketed
(9)
Marketed
Fleet
275
Marketed
Utilization
85
1%
/
Stacked
Idle
- Regional
Reach
(18)
Marketed
Fleet
(Adjusted)
257
(Adjusted)
Marketed
Utilization
91
1%
Contracted
Fleet
234
Available
- Borr
8
- Other
Available
15
Available
(Adjusted)
23

Marketed Utilization and Fleet Size in key jack-up markets

MASTER

Source: IHS Petrodata, Independent Leg Cantilever units Modern rigs = built in 2000 or after

MASTER

You need to drill to get oil – Mexico activity coming back

Standard vs Modern rigs

MASTER

Mist has a record of drilling 74 wells in one year

Source: well data from recent exploration well drilled by premium jack up Mist

1 Based on Spread Cost of \$180,000 per Day

Some reflections about the drilling and stock market

Area Current
USD/day
~9 months
ago
Delta
South-east
Asia
60-85k 40-60k 40%
North Sea
JU2000/Super A 85-115k 70-90k 22%
Old high-spec 65-80k 50-60k 32%
Middle-East
Saudi Aramco 70-80k 60k 25%
Competitive areas 50-70k 35-50k 41%
Special jobs 90-105k
West-Africa 70-95k 50-80k 27%
India 30-40k 25-35k 17%
US GoM 80-90k 60-80k 21%
Borr
# of
rigs in committed
16 8 100%
Borr
share
price
18 36 -50%

Conclusion

Company to be fully financed with long-term facilities

MASTER

Positive cash-flow from operations after interest expected in Q3 2019

Record tender activity – leading day rates above USD100k/day

Delivering on integrated business model with Schlumberger

Expect most of the open capacity sold out before year-end