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Prosafe SE

Investor Presentation Sep 20, 2023

3718_rns_2023-09-20_9560091d-17e8-439b-b2e8-2fa29b6502c7.pdf

Investor Presentation

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Company presentation

Pareto Securities' Energy Conference 20 September 2023

Disclaimer

All statements in this presentation other than statements of historical fact are forward-looking statements, which are subject to a number of risks, uncertainties, and assumptions that are difficult to predict and are based upon assumptions as to future events that may not prove accurate. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believe", "may", "will", "should", "would be", "expect" or "anticipate" or similar expressions, or the negative thereof, or other variations thereof, or comparable terminology, or by discussions of strategy, plans or intentions. Although we believe that the expectations reflected in such forward -looking statements are reasonable, these forward-looking statements are based on a number of assumptions and forecasts that, by their nature, involve risk and uncertainty. Various factors could cause our actual results to differ materially from those projected in a forward-looking statement or affect the extent to which a particular projection is realized. 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 as anticipated, believed or expected. To the extent this information includes information sourced from third parties, such as concerning the industry in which Prosafe operates, has not prepared such information and assumes no responsibility for it. Prosafe does not intend and does not assume any obligation to update any industry information or forward-looking statements set forth in this presentation to reflect subsequent events or circumstances.

Prosafe at a glance

  • Leading owner and operator of high-end accommodation vessels
  • Global operations, Brazil and North Sea presence
  • 4 modern vessels built for the harshest environments, 3 legacy assets
  • Two additional high-end vessels at yard
  • Attractive low-cost financing with first major debt maturity end 2025
  • Improving market outlook across key North Sea and Brazil markets

World class offshore accommodation and maintenance

  • Safe and efficient gangway connection
  • Large deck space for storage and workshops
  • Accommodation for 450-500 people

Largest operator of high-end accommodation vessels

High-end semi-submersible DP3 vessels

A trusted service provider throughout the offshore asset lifecycle

Hook-up/
commissioning
Operation
and maintenance
Decommissioning
Demand drivers ✓Oil and gas price
✓E&P spending
✓Discoveries

Age and number of installations

Nearby discoveries

Geography

Electrification

Field economics

Regulations
Demand triggers
Project sanctioning

Commissioning of new fields

Maintenance of installations

Subsea tie-back projects

Shutdown and removal of
installations
Expected relevance
2023-2030
30% 60% 10%

Accommodation services are late in the E&P cycle

Controlling a significant share of open North Sea capacity

Contract overview
Safe Boreas
Safe Caledonia Available in tightening market
End Mar '27
Safe Concordia US Gulf Monthly options End Sept '26
Safe Eurus Petrobras
Safe Notos Petrobras
Safe Zephyrus Petrobras
Safe Nova
Safe Vega Optional newbuilds at yard
Safe Scandinavia TSV –
Cold stacked
Jul
2023
Oct Jan
2024
Apr Jul Oct Jan
2025
Apr Jul Oct
  • Seeking sustainable rates in a tightening market
  • Safe Boreas the only DP3 vessel available for full UK/NCS 2024 summer seasons
  • Safe Caledonia is available for work on the UK sector
  • Strong market position in Brazil with three vessels on long-term charters
  • Optimistic on the market outlook in both the North Sea and Brazil

Improving Brazil market with in-country units re-contracted at near double day rates and increased durations

Brazil market balance (units)1

  • 4 major Petrobras tenders pending award
  • Further tenders expected from Petrobras and other operators late 2023 with start-up from late 2024
  • Incremental demand likely to favour high-end units
  • Potential "sold out" position emerging with additional vessels required from the North Sea or other regions
recent Petrobras Brazil tenders in 20232
Winning bids –
Day rates (USDk/d) Duration (years)
New Old Change New Old
POSH Arcadia 115 60.5 + 90% 4 3
POSH Xanadu 115 - Est. + 90% 4 3
Aquarius Brazil 110 66 + 69% 4 1.7
CSS Venus 117 - Est. + 90% 1.6 0.5
Average day rates + 85% Average duration + 67%

FPSO growth in Brazil set to drive increased accommodation demand

  • Petrobras and other E&P companies increasing investments to drive oil production growth
  • Petrobras to install 23 new FPSOs by 2030 (18 are part of Strategic Plan 2023-27), decommission older units
  • FPSOs require maintenance after ~2 5 years, new and large units favor high-end accommodation rigs
  • At least 2 tenders for high-end vessels expected in 2023 with start-up from 2H'24 onward

High-end serving large FPSOs Mid-range serving older assets Two-tier market

Improving North Sea demand drivers

  • Activity returned to the North Sea in 2022 on back of catch-up in maintenance works
  • Slow 2023 before ramp up of activity from 2024 and onwards

North Sea activity (# of vessel years) Historical PDO's1) delivered and well-count on the NCS

  • Number of PDO's1) delivered is reaching all-time highs after a temporary tax incentive schemes for PDO's delivered before YE'22
  • Higher maintenance and tie-back activity in the UK and Norway, particularly from 2024 and 2025 onwards

Tight North Sea market as clients plan significant campaigns for 2025

North Sea capable accommodation rigs (UK+NCS)1

2023 2024 2025 2026 2027
Activity Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4
Safe Boreas vessel in region Only available DP3
Safe Caledonia
Safe Zephyrus BRZ
Floatel
Endurance
NCS NCS CAN? NCS
Floatel
Superior
NCS NCS NCS NCS
Floatel
Triumph
AUS UK? AUS
Floatel
Victory
BRZ GOM UK?
Haven (jack-up) DK NCS NCS
Firm Option Actual or potential mobilisation
  • Safe Boreas only DP3 semi in region available for 2024 summer work, low visibility on demand
  • Controlling most of open capacity in 2025 and 2026 adjusted for vessel location/mobilisation
  • Operators are planning significant maintenance/tie-in campaigns for 2025 and beyond, discussions ongoing
  • Additional long-term work in Brazil for high-end units could reduce available capacity further from H2'24 and 2025
  • Upside potential in rates from latest high fixture of USD 190,000 per day

Enterprise value (EV) to replacement cost lowest in offshore space

Accommodation vessels attractively priced compared to other assets1

▪ Lower Average EV / replacement than other assets

Low Prosafe asset valuation relative to replacement cost2

  • Accommodation vessels trading at 30% to 45% of historical newbuild cost
  • Broker valuations confirm robust asset backing to EV

Indicative earnings potential in an improving market

USD million Current
market *
Average1
2011-22
Average1
2011-16
Peak1
2014-15
EBITDA/vessel 17 22 35 41
# of vessels on long-term charter in Brazil 2 2 2 2
# remaining fleet2 5 5 5 5
EBITDA ex. long term charters 86 110 175 205
EBITDA Safe Eurus & Safe Notos 24 24 24 24
Selling, General & Administrative (SG&A)3 (17) (17) (17) (17)
Illustrative EBITDA 93 117 183 212
Current NIBD/EBITDA 4 3.7x 2.8x 1.8x 1.6x

* Based on latest observable and relevant fixtures

Historical EBITDA/vessel1 Current fleet EBITDA potential for Prosafe vessels per region

Balance sheet and liquidity

  • Low cost financing terms with limited fixed amortisation and low interest rate of SOFR + 2.76%1on main facility
  • First major debt maturity end 2025
  • Large and supportive shareholders

Current NIBD of USD 345m at historical EBITDA multiples2

*"Current market" is based on latest market observable and relevant fixtures, NIBD as reported per Q2 2023

Key investment highlights

1 Leader in high-end accommodation vessels

2 Significant share of available capacity in a tightening market

Positioned for long-term value creation driven by North Sea and Brazil demand

Transparent financial position with first major debt maturity at end 2025

5

3

4

Access to newbuild capacity at favorable lead time

prosafe.com

Appendix

Leading position in the high-end accommodation segment

Note: 1) Acknow ledgment of Compliance (AoC) required to operate as accommodation vessel in Norw ay; 2) AoCis held by four DP3 semis vessels, one jack-up

18

6

Prosafe has the largest fleet of high-spec assets capable of working in all regions

High-end vessels certified to work on the Norwegian Continental Shelf (NCS)

Zephyrus

Type DP3, AoC1
Built 2015
# beds 450
Type DP3, AoC1
Built 2016

# beds 450 Building cost \$322m

NCS DP3 semis Rest of world DP3 semis DP2 and moored semis

High-end accommodation and maintenance service vessels certified to work in Brazil and UK North Sea

Notos

Type DP3 Built 2019 # beds 500 Building cost \$204m2

Type DP3 Built 2016 # beds 500

Type DP3

Built New build # beds 500

Building cost \$213m2

Building cost \$210m2

DP2 and moored semis
-- -- ----------------------------- --

Dedicated accommodation semis

Type
Built
# beds
Concordia Building cost
Type POSMOORATA
Built 1982/2004/2012
# beds 454
Building cost \$148m3
Type TSV, AoC1
Built 1984/2016
# beds 309 (159 on NCS)
Building cost \$445m4

Vega

Accommodation market

Significant tightening of market balance for high end vessels

  • Older less competitive vessels were recycled during market downturn in 2016-2020. Deliveries since 2020:
  • ‒ 1 new DP3 monohull in 2023
  • Limited orderbook, Prosafe controlling the high specification vessels:
  • ‒ 2x DP3 semis (Safe Nova and Safe Vega)

Increasing demand (# of vessel years)1

  • High activity in 2022
  • Slower 2023 market materializing as expected
  • Overall increased oil and gas activity reflecting the early phase of a likely new long-term investment cycle

Stable fleet1 Global accommodation vessel utilisation2

  • Market utilisation of high specification accommodation vessels increasing to over 70% in 2022
  • COVID19 left the market in standstill with utilisation of high-spec DP3 units below 30% and the remaining market bottomed out at approx. 10% utilisation
  • Peak total utilisation in 2011-14 period of ~70%

Dayrates are picking up as the market is tightening

0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 200,000 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Av. Dayrate Current Brazil opex: USD 50-54k/d Latest datapoint Latest contract

Brazil day rate development (USD/d) North Sea day rate development (USD/d)

Strong development in North Sea demand drivers

  • Activity returned to the North Sea during 2022
  • ‒ Catch-up in maintenance works, increased regulatory scrutiny of maintenance as well as increased oil and gas activity reflecting the early phase of a likely new longterm investment cycle
  • Positive medium- and long-term outlook
  • ‒ Slower 2023 materialising before expected ramp up activity from 2024 and onwards

North Sea activity (# of vessel years) Historical PDO's1)delivered and well-count on the NCS

  • Number of PDO's1) delivered is reaching all-time highs after a temporary tax incentive schemes for PDO's delivered before YE'22
  • ‒ A significant number of PDO's were approved in Q2 2023
  • Positive demand outlook
  • ‒ Higher maintenance and tie-back activity in the UK and Norway, particularly from 2024 and 2025 onwards

Note: 1) Plan for Development and Operation Source: Prosafe, Pareto Securities Equity Research, Clarksons,, Petrobras, IEA

Increasing flotel demand in Brazil

  • High activity level in Brazil continued. Activity increased to the second highest level ever and close to 2015 peak
  • Increased activity by large independents (SBM, Equinor, Modec) further driving demand
  • New FPSOs in 2016/17 driving demand today

Brazil activity (# of vessel years) Number of Floating Production units in Brazil

  • Brazil's oil production has increased steadily for three years and is expected to keep increasing
  • Petrobras' most important asset, the Búzios field, will be allocated 7 new FPSOs into operation in order to lift current capacity of 600k bpd1) to target >2m bpd
  • FPSOs require maintenance after ~2-5 years
  • Expect a minimum of additional 2 high specification tenders to be released in 2023 for operations commencing in 2024

Operations and Financials

Option to take delivery of two newbuilds available at yard

  • Prosafe has option to take delivery of the only two DP3 newbuild semis available at yard
  • ‒ 500 POB and suited for Petrobras requirements
  • ‒ Long-term contracts at higher than prevailing day rates required to justify delivery
  • ‒ Ongoing dialogue with the yard on how to facilitate delivery in expected future Petrobras tenders
  • Typhoon in late September 2022 caused material damage that must be repaired prior to delivery
  • ‒ The yard is in the process of undertaking repairs

Agreed delivery terms with COSCO (under discussion):

  • Remaining purchase price for vessels:
  • ‒ \$210m (Nova), \$212m (Vega), total \$422m, includes mobilisation costs of ~\$20m each
  • Funding at favourable credit terms:
  • ‒ Sellers Credit: \$165m (Nova), \$167m (Vega)
  • ‒ Cash/equity requirement: \$45m (Nova), \$45m (Vega), total for both vessels of \$90m

Fixed interest rate mechanism

Average dayrate Year 1-2 Year 3-5 Year 6 to maturity
< USD
99k
- - 2 %
USD 100k -
124k
- 2 %-3% 3 %-5%
USD 125k -
149k
- 3 %-4% 5 %-8%
> USD150k - 4 % 8 %

Analytical information

Item 2023 (USDm) Comment
SG&A ~17-181 In a tightening market SG&A is likely to increase somewhat
Depreciation ~30-33 Straight line depreciation
Interest expense ~26-30 Exposed to rising interest rates
Tax ~2 Norwegian deferred tax assets of USD 1.9 bn, local and contract specific taxes
Net working capital build ~10-20 Unwind of sales and increasing payables in H1 2023 , followed by sales ramp up and
payables unwind in H2 2023
Maintenance / contract specific
capex
~35-37 Capex in 2023 mainly for Eurus, Notos, Concordia, Zephyrus. Increase from Q1
estimate of USD 28 to 30 million mainly tied to Concordia and timing of Eurus SPS
and compliance works moving from 2024 to 2023

Prosafe recent firm period fixtures

Vessel Client Award date Start Finish # months Region Positioning Work type Day rate Total Award
Safe Zephyrus Petrobas Des-22 May-23 Feb-25 21 Brasil DP H & M \$112 500 \$73 125 000
Safe Concordia Confidential Oct-22 Jul/Oct-23 Jun/Sep-24 11 US GoM DP HUC \$93 500 \$33 364 900
Safe Eurus Petrobras Jun-22 Mar-23 Mar-27 48 Brasil DP M & M \$86 000 \$125 560 000
Safe Boreas RepsolSinopec Jun-22 Sep-22 Oct-22 1 UKCS DP M & M \$139 500 \$3 729 500
Safe Notos Petrobras May-22 Oct-22 Sep-26 48 Brasil DP M & M \$75 000 \$109 500 000
Safe Concordia bp Feb-22 Mar-22 Aug-22 5 Trinidad DP HUC \$121 500 \$19 440 000
Safe Notos Petrobras Nov-21 Nov-21 Jul-22 8 Brasil DP M & M \$67 500 \$16 200 000
Safe Caledonia TotalEnergies Oct-21 Mar-22 Dec-22 9 UKCS Moored M & M \$95 000 \$26 340 000
Safe Zephyrus bp Sep-21 Jan-22 Nov-22 10 UKCS DP M & M \$115 000 \$35 960 000
Safe Boreas CNOOC Jan-21 Apr-21 Jul-21 3 UKCS DP HUC \$75 000 \$8 500 000
Safe Concordia McDermott Dec-20 Jul-21 Oct-21 4 Trinidad DP HUC \$84 000 \$10 828 000
Safe Notos Petrobras Nov-20 Nov-20 Nov-21 12 Brasil DP M & M \$68 000 \$25 363 000
Safe Boreas ConocoPhillips Oct-20 May-22 Jul-22 3 NCS DP Tie-in \$140 000 \$13 600 000
Safe Caledonia TotalEnergies Jul-19 Mar-21 Aug-21 5 UKCS Moored M & M \$90 000 \$15 580 000
Safe Eurus Petrobras May-19 Nov-19 Nov-22 36 Brasil DP M & M \$73 100 \$80 044 500
Safe Zephyrus Shell Dec-18 Feb-21 Aug-21 4 UKCS DP M & M \$138 000 \$17 770 000

SG&A and Opex increasing driven by inflationary pressure

SG&A1 cost development (USDm) Opex per day (USDk/day)

UK (DP – \$35 –
Boreas/Zephyrus) 45k
UK (Moored - \$25 –
Caledonia) 30k
Brazil*** \$50 –
54k (incl. fuel)
Norway (DP – \$60 –
Boreas/Zephyrus) 65k
RoW \$35 –
(Concordia) 45k
US GoM \$45 –
(Concordia) 55k
Scandinavia \$2.5 –
(cold) 3k
Stacking (warm)** \$10-20k
  • Adapting cost base and structure to be more flexible
  • Reduction in number of active vessels (from 14 to 7)
  • Reduced onshore headcount (from ~150 to 60)
  • Efficiency improvements

Historic SPS and maintenance capex

  • Maintenance capex of ~USD 1-2 million per vessel per year. Higher in Brazil than North Sea and increasing over time
  • 5-year SPS cost of USD 5 to 7 million per vessel, excluding life extension works
  • SPS usually takes 1-2 months to complete and is targeted to be completed in off hire season in North Sea or between contracts in Brazil
  • Reactivation of Safe Scandinavia is estimated to require USD ~20 million. Cost is highly dependent on whether for accommodation, TSV and contract location

SPS and maintenance capex (USDm) 1

SPS Schedule

Outstanding debt

Two tranches
Main tranche COSCO Sellers Credit Debt maturity profile
Outstanding debt \$343m (250m + 93m Notos) \$93m
Pledged vessels Boreas, Zephyrus, Caledonia, Concordia,
Scandinavia, Notos
Eurus
Interest rate SOFR + Credit Adjustment Spread* +
2.5%. Unhedged
0% (increase to 2% from 2026)
50-50 EBITDA split. Minimum \$6m/year,
343 COSCO
Amortizations Cash sweep above \$67m forecasted
liquidity on 12-month forward basis
\$7m/year from Q3 2026 Main Tranche
Maturity 2025 ~Q3 2028 or when debt reaches ~\$50m 6 6 6 7 7 56
PCG PSE fully liable \$60m 2023 2024 2025 2026 2027 2028
Financial Covenant 2022 cash > \$18 million
2023 cash > \$23 million
2024 cash > \$28 million
Ringfenced
structure
with
annual
upstreaming
to
main
tranche.
Cash
flow
on
COSCO
tranche
coming
from
Safe
Eurus
which
is
contracted
with
Petrobras
to
2027
Cash held in the COSCO tranche shall be
deducted when calculating compliance with
the cash covenant. At 30 June,
approximately USD ~5.1m was held in the
COSCO tranche
Newbuilds (Nova and Vega) could be
added to the COSCO silo
Delivery of newbuilds requires 2/3 approval
of lenders in main tranche
Major corporate actions including M&A,
new indebtedness and delivery of new
vessels require 2/3 approval by the lenders
  • Prosafe SE is a permanent tax resident in Norway. As at end 2022, the company has deferred tax assets of approximately USD 1.7 billion, which can be utilized as tax deduction in the future and is not recognized in the accounts
  • The company will from time to time operate in countries where local taxes will apply. These taxes are included in the opex assumptions in this presentation where applicable. In relation to the historical Concordia contract in Trinidad and Tobago, a tax provision of USD 6 million was provided for in the 2022 accounts
  • Prosafe and OSM Thome have jointly received a Tax Assessment from the Brazilian Tax Authorities imposing import taxes and customs penalties related to the challenging of the special customs regimes used to import the Safe Concordia for the Modec contract in the period from October 2018 to July 2019. Prosafe presented an administrative defense on 11 August 2023, challenging the view of the Brazilian Tax Authorities. Based on external advice, Prosafe is of the view that the enquiry has no merit, hence it has not made any provisions in the financial statements

We are headquartered in Norway and have offices in the UK, Brazil and Singapore

Head office:

Forusparken 2 N-4031 Stavanger Norway

prosafe.com

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