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Ventura Offshore Holding

Investor Presentation May 30, 2025

8199_rns_2025-05-30_b454c2c4-94d0-41ef-a22e-131fb5b940db.pdf

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Q1 Report 2025

30th May 2025

Disclaimer

Ventura Offshore Holding Ltd. and its affiliates (hereinafter "Ventura Offshore" or the "Company") has prepared this presentation solely for informational purposes. This presentation contains proprietary information regarding the Company. This presentation and any information herein shall remain the property of the Company. The Company reserves the right to require the return of this presentation (together with any copies or extracts thereof) at any time, without any advance notice. This presentation is for the exclusive use of the persons to whom it is addressed and their advisors. By receiving this presentation, you agree that you will keep all information contained herein and not already in the public domain in strict confidence and that you shall be liable for any misuse or unauthorized disclosure of this presentation, or the information contained herein. The Company, in its sole discretion, may use any remedies available at law or in equity to avoid or mitigate any such misuse and/or unauthorized disclosure. All statements, other than statements of historical fact included in this presentation, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this presentation, the words "could," "believe," "anticipate," "intend," "estimate," "expect," "may," "continue," "predict," "potential," "project" and similar expressions (but not exclusively) are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. All forward-looking statements speak only as of the date of this presentation. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this presentation are reasonable, we can give no assurance that these plans, intentions or expectations will be achieved or realized. The actual results may vary from the anticipated results and such variations may be material. The information contained in this presentation does not purport to be all-inclusive or contain all the information (including potential risks) that an interested party may desire or need. The Company, nor its directors, officers, partners, employees nor advisors nor any other person is obligated to update the projections, estimates or forward-looking statements to reflect events or circumstances or changes in expectations after the date of the distribution of these materials or to reflect the occurrence of subsequent events. You should not rely upon it or use it to form the basis for any decision, contract, commitment or action whatsoever. Except where otherwise indicated, these materials speak as of the date hereof. In furnishing these materials, the Company undertakes no obligation to update or revise any of the information contained herein or to correct any inaccuracies which may become apparent (although the information contained in these materials is subject to revision), nor is the Company obligated to provide any recipient with access to any additional evaluation materials in connection with any matters set forth herein. Neither these materials nor the information contained herein shall be deemed an indication of the situation of the Company, nor shall they constitute an indication that there has been no change in the business or affairs of the Company since the date hereof. This presentation includes certain non-IFRS financial measures. Non-IFRS financial measures are not measures of financial performance in accordance with International Financial Reporting Standards ("IFRS") and may exclude items that are significant in understanding and assessing our financial results. Because not all companies calculate non-IFRS financial measures identically (or at all), the information presented herein may not be comparable to other similarly titled measures used by other companies. These non-IFRS financial measures should be considered only as supplemental to, and not as superior to, financial measures prepared in accordance with IFRS. Non-IFRS financial measures have limitations as analytical tools, and should not be considered in isolation, or as a substitute for our results as reported under IFRS. The information contained herein may include certain statements, estimates and projections with respect to our anticipated future performance and anticipated industry trends. Such statements, estimates and projections reflect various assumptions concerning anticipated results and industry trends, which assumptions may or may not prove to be correct. Actual results and trends may vary materially and adversely from the projections contained herein. Neither the Company nor any of its affiliates, or their respective officers, directors, employees, representatives, professional advisors or agents, make any representation or warranty, express or implied, in relation to the accuracy, fairness or completeness of the information contained in this presentation or any oral information provided in connection herewith, or any data generated by any of them and accept no responsibility, obligation or liability (whether direct or indirect, in contract, tort or otherwise) in relation to any of such information. In all cases, interested parties should conduct their own investigation and analysis of the Company and the information contained in these materials, and such interested parties shall make their own determinations. Ventura Offshore, its affiliates and its and their respective officers, directors, partners, principals, employees, professional advisors, representatives and agents expressly disclaim any and all liability which may be based on this presentation and any errors therein or omissions therefrom. Neither the Company, any of its affiliates, nor its respective officers, directors, partners, principals, employees, professional advisors, representatives or agents, make any representation or warranty, express or implied, as to the achievement or reasonableness of future projections, management targets, estimates, prospects or returns, if any. Any views or terms contained herein are preliminary only, and are based on financial, economic, market and other conditions prevailing as of the date of this presentation or as at the date stated in respect of that information and are therefore subject to change. Past performance does not guarantee or predict future performance. This presentation and the information contained herein do not constitute an offer, prospectus or invitation to sell or the solicitation of an offer to buy any security, commodity or instrument or related derivative, nor do they constitute an offer or commitment to lend, syndicate or arrange a financing, underwrite or purchase or act as an agent or advisor or in any other capacity with respect to any transaction, or commit capital, or to participate in any trading strategies, and do not constitute legal, regulatory, accounting or tax advice to the recipient. You agree that the Company and its representatives are under no obligation to accept any offer or proposal by any person or entity regarding the Company. We recommend that the recipient seek independent third party legal, regulatory, accounting and tax advice regarding the contents of this presentation. You and your directors, officers, partners, principals, employees, agents, representatives and affiliates must not use any information set forth herein for any unlawful purpose. The distribution of this presentation in certain jurisdictions may be restricted by law and, accordingly, recipients of these materials represent that they are able to receive these materials without contravention of any unfulfilled registration requirements or other legal restrictions in the jurisdiction in which they reside or conduct business. This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without the Company's prior written consent. Securities may not be offered or sold in the United States unless they are registered or exempt from registration under the United States Securities Act of 1933. Any offering of securities to be made in the United States will be made solely by means of a confidential offering circular that may be obtained from the placement agents or the initial purchasers for any such offering. Such confidential offering circular will contain detailed information about the Company and its business and financial results, as well as its financial statements.

  • Acquisition of 17.5% earnout agreement on SSV Victoria
  • Net Income of \$22.5M
  • Adjusted EBITDA of \$16.7M
  • Free cash position of \$27.6M
  • As subsequent event, commencement of operations for Atlantic Zonda

Owned Fleet Managed Fleet Carolina Victoria Catarina Zonda ZERO Lost Time Incidents \$ 106k/day Average OPEX ¹ 93.6% Technical Uptime \$ 679 MM Revenue Backlog ²

¹ Excluding ancillary services for Catarina which are fully reimbursed by the customer plus a market-based margin. ² As of March 31st 2025 and including the Zonda management fee.

Rig Client Country 2025 2026 2027 2028 2029 2030 2031 2032 2033
Owned
Rigs
Carolina Petrobras Brazil
Victoria Petrobras Brazil
Catarina ENI Indonesia
Managed
Rig
Zonda Petrobras Brazil
Firm Duration Contract Preparation
+ Acceptance
Period Unilateral extension option Mutually agreed extension
option

¹ Fleet status as of May 2025.

Q1 2025 financials and balance sheet

  • Adjusted revenue of \$54.1 MM for the quarter consisting of:
    • o \$53.0 MM of revenue for the 3 owned units (excluding non-cash revenue from amortization of Unfavourable Contract Liability)
    • o \$1.1 MM in net management fee
  • OPEX of \$32.4 MM for owned rigs
    • o \$3.8 MM relating to ancillary services for Catarina contract which are fully reimbursed by the customer plus a market-based margin
    • o Remaining balance of \$ 28.6 MM implies average OPEX for the owned fleet of \$ 106k/d basis 270 operating days during Q1 2025
  • G&A of \$5.1 MM
  • Adjusted EBITDA of \$16.7 MM for the quarter
    • Liquidity as of Q1
      • o \$27.9 MM in free cash
      • o \$1.3 MM in restricted cash related to a performance bond for Catarina
      • o \$9.5 MM as a time deposit for a performance bond for the Catarina, which is not reflected under Cash and Cash Equivalents in the balance sheet but presented in Other Current Assets.
      • o Additional restricted cash of \$8.4 MM on behalf of the Zonda-owners
    • Interest-bearing debt of approximately \$183.8 MM consisting of:
      • o \$165 MM outstanding under the existing bond loan
      • o \$18.8 MM drawn under the RCF

Balance Sheet Highlights 1Q25:

  • Accounts Receivable includes \$33.8 MM from ENI and \$19.6 MM from Petrobras
  • Prepaid expenses includes \$9.5 MM in cash collateral for performance bond for the Catarina/ENI contract
  • Vessel CAPEX of \$2.5 MM in the quarter, \$1.9 MM related to longlead items for the new long term contract of Carolina with Petrobras
  • Unfavorable contract liability amortized by \$22.4 MM in the quarter and a remaining balance of \$95.6 MM
    • An associated deferred tax asset \$10.7 MM
      • Amortized \$2.5 MM in the quarter
  • Long-term debt (incl current portion)
    • Bond loan amortized by \$10 MM in the quarter
    • Drawn \$8 MM in the RCF in the quarter to fund acquisition of the 17.5% earnout agreement and settle all other outstanding amounts with UMAS
Assets Note As of March 31, 2025
Current Assets
Cash and Cash Equivalents 13 27,589
Restricted Cash 8,13 9,708
Accounts Receivable, Net 55,248
Other Current Assets 22,302
Total Current Assets 115,117
Non-Current Assets
Vessels and Equipment 4 491,626
Deferred Tax Assets 10 10,715
Intangible Assets 6 12,400
Other Non-
Current Assets
893
Right-of-Use Assets 5,910
Total Non-Current Assets 521,544
Total Assets 636,661
Liabilities and Shareholders' Equity
Current Liabilities
Accounts Payable 15,905
Lease Liabilities 4,461
Other Current Liabilities 33,746
Unfavourable Contracts 6 90,896
Current Portion of Long-Term Debt 5,13 42,184
Total Current Liabilities 187,192
Non-Current Liabilities
Long-Term Debt 5,13 138,180
Unfavourable Contracts 6 4,771
Lease Liabilities 1,434
Other Liabilities 10,11 1,389
Total Non-Current Liabilities 145,774
Commitments and Contingencies 12 -
Shareholders' Equity
Common Stock, par value \$0.01 per share
170,000,000 authorized, 105,712,360 7 1,057
shares issued and outstanding as of March 31, 2025, and
December 31, 2024, respectively
Additional Paid-In Capital 7 222,507
Other Comprehensive Income (Loss) -19
Retained Earnings 80,150
Total Shareholders' Equity 303,695
Total
Liabilities
and
Equity
636,661

Note: All figures in USD '000, except number of shares and per share amount.

• Outlook: 13% Increase in Global Demand for Floaters (2030 vs. 2025)

Brazil Represents the World's Largest Floater Market

Note: Rig demand is the sum of time rigs spend working in a year. Historically demand equals contracted supply. Source: Rystad Energy – May 2025.

CAPEX E&P 2025 – 2029

Pre-Salt Post-Salt Exploration Other

  • Petrobras is highly focused on executing the E&P Plan over the next five years
  • Exploration and development will be the primary focus to achieve the anticipated production goals
  • Favorable exploration outcomes are expected to influence drilling operations

  • Petrobras projects demand for 25 to 30 rigs by 2029
  • 11 rig contracts will expire by end-2026, creating the need for new tenders
  • The primary requirements for Petrobras in the short term include Búzios, Mero, SEAP, and Rig Pool.

New Tender for Buzios Field

  • New tender for Buzios was issued in April 2025 to hire one or more DP units (drillships or semis) with MPD
  • Reverse Auction Process
  • Start of Operations between October 2026 and February 2027
  • Water Depth between 450 and 2,400 m
  • Contract Duration: 1,455 firm days (plus 370 days of extension option)

Note: ¹ Includes DP, Anchored, LWIV and Jackup.

Sources: Petrobras Business Plan: Petrobras Supply Chain Meeting (February 2025). Buzios Map: Offshore Magazine (May 2025).

Strong Operator The Brazilian market has a prospect for growth and a continued interest from
in Attractive Petrobras and other international companies. The Brazilian government
Brazil Market continues to offer offshore exploration blocks.
Company Cost
Advantage
Ventura Offshore
resources and capabilities are optimized to operate in Brazil
and take advantage of the local network of suppliers and service providers
resulting in a competitive cost structure.
Company History,
Reputation, and
Infrastructure
Ventura Offshore fleet is competitive and well positioned for the Brazilian and
International markets through its scalable platform.
Operational Ventura Offshore has an extensive operating history in Brazil & a strong
Excellence with relationship with Petrobras which reduces operational risk including penalties
Petrobras from Petrobras and regulatory bodies.
Efficient Ventura Offshore continues to deliver its strategy of opportunistic positioning
Implementation with the acquisition of the SSV Catarina.

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