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MPC Container Ships ASA

Investor Presentation Feb 13, 2020

3666_iss_2020-02-13_b5ec4807-6648-4665-9728-b702ef268094.pdf

Investor Presentation

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Investor Presentation

Oslo, 13 February 2020

DISCLAIMER

THIS PRESENTATION (THE "PRESENTATION") HAS BEEN PREPARED BY MPC CONTAINER SHIPS ASA (THE "COMPANY") IN CONNECTION WITH THE INVITATION TO PARTICIPATE IN A POTENTIAL INVESTMENT IN THE COMPANY.

THE INVITATION IS NOT A PUBLIC OFFER, AND IS NOT SUBJECT TO ANY PROSPECTUS REQUIREMENTS IN ANY EEA MEMBER STATE, AND NO PROSPECTUS HAS THEREFORE BEEN PREPARED IN CONNECTION WITH THE INVITATION IN ANY EEA JURISDICTION.

THIS PRESENTATION HAS ONLY BEEN MADE AND SHALL ONLY BE MADE AVAILABLE TO A LIMITED NUMBER OF PROSPECTIVE INVESTORS (THE "RECIPIENTS").

THE RECIPIENTS ARE REMINDED THAT THE PRESENTATION CONTAINS CONFIDENTIAL AND SENSITIVE INFORMATION. BY ACCEPTING THIS PRESENTATION, EACH RECIPIENT AGREES TO CAUSE THEIR DIRECTORS, OFFICERS, EMPLOYEES, ADVISORS AND OTHER REPRESENTATIVES TO EQUALLY OBSERVE THE COMMITMENTS DESCRIBED IN THIS NOTICE AND TO USE THE PRESENTATION ONLY TO EVALUATE THE INVESTMENT AND NOT DISCLOSE ANY SUCH INFORMATION TO ANY OTHER PARTY.

AN INVESTMENT IN THE COMPANY WILL INVOLVE SIGNIFICANT RISKS, INCLUDING RISK OF LOSS OF THE ENTIRE INVESTMENT. RECIPIENTS SHOULD REVIEW THE PRESENTATION AND RELATED TRANSACTION DOCUMENTATION PRIOR TO MAKING AN INVESTMENT DECISION. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT THE RISK CHARACTERISTICS OF THE COMPANY AND THE COMPANY'S INVESTMENTS. RECIPIENTS MUST CONDUCT THEIR OWN INDEPENDENT ANALYSIS AND APPRAISAL OF THE COMPANY AND OF THE DATA CONTAINED OR REFERRED TO HEREIN AND IN OTHER DISCLOSED INFORMATION, AND RISKS RELATED TO AN INVESTMENT, AND THEY MUST RELY SOLELY ON THEIR OWN JUDGEMENT AND THAT OF THEIR QUALIFIED ADVISORS IN EVALUATING THE COMPANY AND THE COMPANY'S BUSINESS STRATEGY, AND IN DETERMINING THE DESIRABILITY OF THE INVESTMENT.

THE INFORMATION CONTAINED IN THIS PRESENTATION HAS BEEN OBTAINED FROM THE COMPANY. WHILE THE INFORMATION HEREIN IS BELIEVED TO BE CORRECT IN ALL MATERIAL RESPECTS, THE COMPANY, INCLUDING ITS AFFILIATES AND THEIR RESPECTIVE MEMBERS, PARTNERS, EMPLOYEES, CONSULTANTS AND AGENTS OR ANY OTHER PERSON ASSOCIATED WITH ANY OF THE FOREGOING PERSONS ("COVERED PERSONS") MAKES NO REPRESENTATION OR WARRANTY, EXPRESSED OR IMPLIED, AS TO THE FAIRNESS, ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN THIS PRESENTATION, OR REGARDING ANY OTHER ADDITIONAL INFORMATION WHICH HAS OR WILL BE MADE AVAILABLE TO THE RECIPIENTS IN CONNECTION WITH THE INVESTMENT. ACCORDINGLY, NO COVERED PERSON ACCEPTS ANY LIABILITY WHATSOEVER FOR ANY LOSS OF ANY NATURE ARISING FROM USE OF THIS DOCUMENT OR ITS CONTENTS OR THE ADDITIONAL INFORMATION REFERRED TO ABOVE OR OTHERWISE ARISING IN CONNECTION THEREWITH, EXCEPT AS MAY FOLLOW FROM MANDATORY LAW.

THE PRESENTATION REFLECTS THE CONDITIONS AND VIEWS AS OF THE DATE SET OUT ON THE FRONT PAGE OF THIS PRESENTATION. THE INFORMATION CONTAINED HEREIN IS SUBJECT TO CHANGE, COMPLETION, OR AMENDMENT WITHOUT NOTICE. IN FURNISHING THIS PRESENTATION, NO COVERED PERSON UNDERTAKES ANY OBLIGATION TO PROVIDE THE RECIPIENT WITH ACCESS TO ANY ADDITIONAL INFORMATION.

THIS PRESENTATION HAS NOT BEEN REVIEWED BY OR REGISTERED WITH ANY PUBLIC AUTHORITY OR STOCK EXCHANGE. NEITHER THE COMPANY, NOR THE MANAGER HAVE AUTHORIZED ANY OFFER TO THE PUBLIC OF SECURITIES, OR HAVE UNDERTAKEN OR PLANS TO UNDERTAKE, ANY ACTION TO MAKE AN OFFER OF SECURITIES TO THE PUBLIC REQUIRING THE PUBLICATION OF AN OFFERING PROSPECTUS, IN ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA WHICH HAS IMPLEMENTED THE PROSPECTUS REGULATION (EU) 2017/1129), AS AMENDED. NO OFFER OF ANY SECURITIES IS DIRECTED TO PERSONS IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE IN VIOLATION OF APPLICABLE LAWS OR WHOSE ACCEPTANCE OF SUCH AN OFFER WOULD REQUIRE THAT (I) FURTHER DOCUMENTS ARE ISSUED IN ORDER FOR THE OFFER TO COMPLY WITH LOCAL LAW OR (II) REGISTRATION OR OTHER MEASURES ARE TAKEN PURSUANT TO LOCAL LAW.

THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND ARE NOT FOR PUBLICATION OR DISTRIBUTION TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")). THE SECURITIES PROPOSED TO BE OFFERED IN THE COMPANY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SHARES OF THE COMPANY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR ANY STATE SECURITIES LAW AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES UNLESS AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT IS AVAILABLE.

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.

THE CONTENTS OF THIS PRESENTATION ARE NOT TO BE CONSTRUED AS FINANCIAL, LEGAL, BUSINESS, INVESTMENT, TAX OR OTHER PROFESSIONAL ADVICE. EACH PROSPECTIVE INVESTOR SHOULD THEREFORE CONSULT WITH ITS OWN FINANCIAL, LEGAL, BUSINESS, TAX OR OTHER ADVISER AS TO FINANCIAL, LEGAL, BUSINESS AND TAX ADVICE.

BY RECEIVING THIS PRESENTATION, EACH RECIPIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH ABOVE AND REPRESENTS THAT IT IS A QUALIFIED INSTITUTIONAL OR OTHER PROFESSIONAL INVESTOR WHO IS SUFFICIENTLY EXPERIENCED TO UNDERSTAND THE ASPECTS AND RISKS RELATED TO AN INVESTMENT IN THE COMPANY, AND WHO WILL OBTAIN ADDITIONAL EXPERT ADVICE WHERE AND WHEN NEEDED.

1) Executive Summary

Executive Summary

Company

Feeders

Macro

PUT MPCC IN THE STRONGEST POSSIBLE POSITION IN THE CURRENT ENVIRONMENT

2020 AND WAY FORWARD

  • As per 2020, MPCC has delivered on the balanced IMO 2020 strategy and concluded a labour-intensive docking and scrubber programme with adhering CAPEX of USD ~44m (FY 2019) and USD ~11m (FY 2020e) 1
  • Significant earnings potential from fuel savings sharing mechanisms on scrubber-retrofitted vessels of ~USD 17m p.a.2
  • Attractive opportunities and charter rate recovery potential in IMO 2020 environment as current TCE rates are not sustainable
  • Industry-low cash break-even of ~USD 6,950 per day 3
  • Management and Board to continue executing on prudent capital allocation and moderate financial leverage strategy
  • Pursue accretive S&P deals in line with recent sale of two vessels at an implied NAV materially above current share price
  • Continued rebalancing of feeder fleet supply-demand
  • ▪ Solid growth rates expected for Intra-Asia / short-sea trade routes (where MPCC operates)
  • Owners' scrubber retrofit programmes reaching well into 2020, reducing vessel supply and increasing trade inefficiencies
    • Increased ship recycling activity due to sulphur cap regulations and ballast water treatment management system code
  • ▪ Continued market uncertainty (e.g. impact from Novel Coronavirus outbreak)
  • IMO 2020 affecting market dynamics

The management and Board of Directors target to place MPCC in the strongest possible position in the current environment, and initiates a NOK 125m fully underwritten private placement supported by three large shareholders.

1) Executive Summary

2) Transaction Details

3) Investment Highlights

4) Appendix

DEAL RATIONALE Transaction Details

MOTIVATION

2020

  • Completed first full year of operations post-fleet expansion phase
  • 2019 ▪ Executed balanced IMO 2020 strategy / concluded labour-intensive docking and scrubber programme
    • Preserved moderate financial leverage (39%)
      • Operated in an overall challenging market environment with IMO 2020 affecting market dynamics

Pre-emptive strengthening of the company's financial posture to ensure MPCC is firmly positioned by:

    1. shoring up additional liquidity reserves to ensure full flexibility in a continuously volatile market and
    1. maintaining a prudent leverage profile

SOURCES & USES 1

= USD 25.0m Cash reserve
to ensure financial flexibility
(before operational cash flow)
+ USD 13.5m2 Private
placement proceeds (NOK 125m)
-
USD 11.1m
Remaining scrubber CAPEX
(due in 2020)
-
USD 17.6m
2020 CAPEX (class renewals and overhauls)
USD 40.2m FY 2019 unaudited
cash
balance (incl. JV proportion)

ADDITIONAL SOURCES & USES

FY 2020 free cash flow from operations, additional proceeds from capital raise and vessel sales shall be used towards:

▪ compensating adverse effects from softer charter market and prevailing uncertainty and/or value accretive measures

3) Investment Highlights

4) Appendix

HIGH UPSIDE POTENTIAL IN ASSET VALUES

in USDm

ASSET APPRECIATION POTENTIAL1 ACCRETIVE VESSEL SALE IN FEBRUARY

  • In February, MPCC entered into an agreement to sell the two vessels "AS Leona" (IMO: 9356799) and "AS Lauretta" (IMO: 9362566)
  • Sale decision based on continuous portfolio analysis with the target to de-risk portfolio by selling smaller non-tier 1 ships.
  • The vessels are 2008 Korean-built (Dae Sun) containerships with ~1,000 TEU carrying capacity.
  • Sale price of USD 13m (USD 6.5m per vessel)
  • Contracts have been signed, while vessel handover is pending.
  • Execution of an accretive transaction in a still illiquid S&P market reflecting a significant premium to current share price of ~NOK 18

1Values show the 60 consolidated vessels and the 8 JV vessels proportionated with 50% share: book value 2019 preliminary and unaudited – before indicated vessel sales

INDUSTRY LOW CASH-BREAK EVEN

CASH BREAK-EVEN1

1blended and normalized estimates based on 60 fully consolidated vessels, excluding CAPEX of USD ~800 per day (dry-docking, maintenance), excluding scrubber and BWTS

3interest and regular repayments based on existing debt facilities as of 31/12/2019

SIGNIFICANT FREE CASH FLOW YIELD POTENTIAL AMPLIFIED BY ATTRACTIVE SCRUBBER RETURNS

IMPACT OF RETROFITS IN 2019 ON 2020 FINANCIALS

  • As of today all retrofits have been finalized on the selected 10 MPCC scrubber vessels. At attractive terms corresponding long-term employments for all vessels have been secured.
  • Indicative scrubber arithmetic for MPCC:

  • Subject to utilization / actual consumption, and based on a HSFO-LSFO fuel spread of USD 200/t:
    • − The scrubber-retrofitted vessels are expected to generate a total scrubber related profit of USD ~17m in 2020 (solely under agreed savings sharing mechanisms);
    • − The scrubbers are expected to generate a payback period of ~2.1 years (fuel spread of USD 250/t translates into ~1.7 years)

1Assumptions for 60 consolidated vessels and 8 JV vessels as per current normalized CBEs (see previous slide) and utilization of 93% - values 2019 preliminary and unaudited & before indicated vessel sales 2FCF-to-equity-yield calculation based on market cap of USD ~177m (after raising of NOK 125m capital) and a share price @ 18 NOK / FX USD/NOK @ 9,25892

3 Based on 9 fully consolidated scrubber vessels and 50% share of 1 JV scrubber vessel, a spread between HSFO and LSFO of 200 USD/t, and an average consumption of 12,500mts/day per vsl

4 FCF incl. CAPEX of USD ~800 per day (dry docking, maintenance), excl. scrubber, BWTS & regulatory CAPEX

5 Sources: Clarksons Research, Company

10

RECOVERY IN 2020 EXPECTED WITH SIGNIFICANT GROWTH PROSPECTS FOR 2021-22

FAVORABLE S/D GROWTH DUE TO IMO 2020 IMPACT

ENCOURAGING PROSPECTS FOR FEEDER OWNERS

Macro & Shipping
Increase in
economic activity
expected

Economic activity
and international trade expected to improve

Following a modest growth in 2020, markets expected to follow an upward trend in 2021-22

Scrubber retrofits expected to reduce supply by further 1.9% in 2020

Especially key feeder trades show encouraging growth prospects
Feeder Industry
Moderate growth
opens interesting
opportunities

Only moderate increase of feeder capacity expected for the coming years

Large fraction of feeders is
20 years or older

Significant fraction of orders can be considered as replacement tonnage

Scrapping expected to increase due to regulatory and IMO 2020 related issues

IMPROVING SUPPLY / DEMAND BALANCE FOR FEEDERS Investment Highlights

200 150 0 50 100 250 300 350 400 m TEU 2015 2016 2017 2018 2019 2020 (f) 2021 (f) 2022 (f) 2023 (f) 2024 (f) +4.0% North-South Other Regional Mainlane Intra-Asia Non-Mainlane E/W Exp. pa Growth until 2024: Total market: 4.0% Intra-Regional: 4.3%

MODERATE FEEDER CAPACITY GROWTH

SIGNIFICANT DEMAND GROWTH EXPECTED … ESPECIALLY FOR INTRA-REGIONAL TRADES

ALL-TIME-LOW ON ORDERBOOK-TO-FLEET RATIO

FEEDERS DOMINATE INTRA-REGIONAL TRADES

FEEDERS CONCENTRATED IN INTRA-REGIONAL TRADES COMMENTS

1k-3k TEU Vessels

LIMITED ORDERING OF FEEDER TONNAGE LARGE FRACTION OF FEEDERS 20 YEARS OR OLDER

  • In 2019, container vessel orders declined by 55% compared to 2018 (in the feeder segment even by 59%). Due to uncertainties about propulsion and market development, it is expected that contracting numbers will remain at a low levels, especially in the feeder segment
  • 71% of feeder tonnage deployed in intra-regional trades. Back in 2014, the share was still at 56%. Also the absolute number of feeders deployed in intra-regional trades increased from 2014 (840 feeders) to 2019 (962 feeders)
  • Intra-regional trades have entry barriers for larger tonnage due to port restrictions, frequency requirements, inflexibility and commercial constraints
  • Intra-regional trades have outperformed other trading regions since 2011 and are projected to continue doing so, e.g. Intra-Asia with highest growth projections over the next two years

ENCOURAGING PROSPECTS FOR FEEDER OWNERS

IMPROVED TC RATE SITUATION COMPARED TO JAN 2019 IDLE FLEET STABLE IN 2019, 63% SCRUBBER RETROFITS

REDUCED S&P ACTIVITY AND SECONDHAND PRICES COMMENTS

  • Time charter rates increased since the beginning of 2019, especially for larger feeder tonnage >1.5k TEU
  • Reported idle numbers increased dramatically in the second half of 2019. 63% (as of Jan 2020), however, is in dry-dock for scrubber retrofitting. The availability of vessels more or less fluctuated over 2019
  • Since Jan 2019, we observe relative low S&P activity. Prices for 10 year old vessels are currently very low with forecasts pointing towards significant price developments over the coming three years
  • Chinese New Year festivities and the outbreak of the Coronavirus impacted the time-charter market in Jan 2020 negatively

WHY INVEST IN MPC CONTAINER SHIPS

MPCC IS WELL POSITIONED TO BENEFIT FROM AN EXPECTED MARKET REBALANCING

Established company with proven execution capabilities and a compelling market position

Moderate financial leverage profile and low cash break-even

Industry low G&A costs and competitive OPEX across the fleet

Attractively diversified feeder fleet with spot vs. charter flexibility that provides significant operational leverage

Stringent capital allocation and robust governance

Appendix

FINANCIALS

ACTUAL 2018 (AUDITED) AND PRELIMINARY 2019 FIGURES (UNAUDITED)

FINANCIAL KPI'S FY 2019 FY 2018 COMMENTS
Operational revenue (USD) 184.5m 183.4m Revenues and EBITDA affected by extraordinary project-related off-hire
and a softer charter market especially for the smaller feeders (TEU 1-2k)
EBITDA (USD) 21.9m 45.3m Normalised EBITDA 2019 ~USD 30-32m(1)
(2)
Fleet
utilization
89.3% 92.0% Scrubber and scrubber-related off-hire, including positioning: 4.2%
Average TCE per
day (USD)(3)
8,875 9,911 Softer
charter market (especially in Q1/Q2 2019) and larger feeders being
retrofitted with scrubbers in Q3/Q4 2019
(4)
Average OPEX per day (USD)
5,005 5,049
Average EBITDA per day (USD) 1,136 2,348
BALANCE SHEET & LIQUIDITY FY 2019 FY 2018 COMMENTS
Total assets (USD) 720.5m 722.1m
Cash (USD) 40.2m 60.3m FY 2019 affected by significant CAPEX related to IMO 2020 preparation
(in particular scrubber retrofit programme)
Leverage
(5) (6)
38% 34%
Equity ratio (6) 58% 64%

(1) Normalized EBITDA, e.g. for off-hire related to scrubber installations, advanced dockings (incl. positioning) (2) Trading days / ownership days (3) time charter revenues / trading days (4) OPEX excluding tonnage taxes and OPEX reimbursed by the charterers / ownership days (5) current and non-current portion of interest bearing-loans / total assets

(6) Pro forma values for 2019 (incl. PP) – improvements by approx. 0.8%

17

Appendix

SIMPLIFIED CORPORATE / FINANCING STRUCTURE

Fleet of feeder containerships / SPVs

Appendix

ESG AT MPC CONTAINER SHIPS

ENVIRONMENTAL COMMITMENT

  • Significant investments in exhaust gas cleaning and ballast water management systems
  • Continuously optimise vessel operations and minimise environmental impact of our business by exploring viable options for emission reductions and exchange know-how through sustainable shipping partnerships such as the Clean Shipping Alliance 2020 and the Trident Alliance
  • Sustainable and socially responsible ship recycling in accordance with applicable laws and regulations, specifically the requirements of the 2009 Hong Kong Convention and, where applicable, the EU Ship Recycling Regulation

SOCIAL RESPONSIBILITY COMMITMENT

  • Advocate fair and equal opportunities and treatment for employees irrespective of ethnic or national origin, age, sex or religion
  • Through our Code of Conduct, ensure employees observe high standards of business and personal ethics in the conduct of their duties and responsibilities, and practice fair dealing, honesty and integrity in every aspect of dealing with others
  • Through third party technical and crewing managers certified according to e.g. ISO quality and environmental management systems, ensure our seafarers are employed in accordance with the IMO's ISM Code and the SOLAS, STCW and ILO Maritime Labour conventions

SOUND CORPORATE GOVERNANCE

  • Listed on the Oslo Stock Exchange under the supervision of the Financial Supervisory Authority of Norway
  • Periodic and special disclosure obligations (e.g. highly share price sensitive information, change of board or senior management composition, dividend proposals, mergers/demergers or changes in share capital and subscription rights)
  • Governance reporting in accordance with the recommendations of the Norwegian Corporate Governance Board
  • Corporate Social Responsibility reporting in accordance with the Norwegian Accounting Act
  • Business Partner Guideline and business partner checks on counterparties of strategic, financial or reputational relevance
  • Promote fair trade to the benefit of society and a maritime industry free of corruption via the Maritime Anti-Corruption Network

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