DOF Group ASA (OSL:DOFG)
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Apr 27, 2026, 4:29 PM CET
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Earnings Call: Q3 2022

Oct 27, 2022

Mons Aase
CEO, DOF Group

Good morning and welcome to the quarter three presentation for DOF. We start on the next page with some operational highlights for the group, financial highlights. As you can see, we had a revenue of NOK 2.862 billion in quarter three up close to a bit higher than NOK 800 million compared to same quarter last year. EBITDA of NOK 1.030 billion compared to NOK 865 million last year. A good operational third quarter this year. EBITDA at NOK 666.78 million compared to NOK 488 million. And then high losses on currency due to a weaker NOK towards especially U.S. dollar. We're ending up with a negative result of -NOK 519 million in the quarter.

The net interest bearing debt has increased due to the strengthening or the weakening of NOK or strengthening of U.S. dollar. The net debt now is slightly above 23 billion NOK. As you can see, that is up more than 3 billion compared to the same quarter last year. The equity ratio in the group has weakened further to -9%. We have signed a restructuring agreement with secured lenders and the agree for bondholders. The agreement includes conversion of debt to equity of approximately NOK 6.2 billion and refinancing of DOF Subsea, Dovre and Nordkapp facilities. We will talk more about that later on. The existing shareholders will own 4% after restructuring.

The arrangement will need to be approved by the bondholders in DOF Subsea and the shareholders in DOF. We recently sent out summons to the bondholders meeting and also invitation to the shareholders meeting in DOF. There's also been agreed alternative implementation steps if this agreement is not approved in the AGM, and we will also talk more about that later in the presentation. We go to the next slide, please. On the restructuring, you know, we have today total interest bearing debt of approx NOK 26 billion by the end of the quarter. Of that, the majority, more than NOK 20 billion will fall due in the absence of the restructuring. Of course, also the debt has not received normal service interest or installments since June 2020.

You know, absolutely worth mentioning that any recovery in the market will not change the fact that the group is not in a position to service its debt without a significant conversion of debt to equity. The group does not have sufficient liquidity to service its current debt due in the absence of the restructuring. We will not be able to rep`ay NOK 20 billion in debt. We will not be able to refinance NOK 20 billion in debt. There is no sufficient liquidity. The lenders, bank lenders and the bondholders are not willing to extend. We are not able to obtain the refinancing with other banks, bonds or any other sources. The restructuring is absolutely the best solution for the group and for all stakeholders.

If we move to the next slide, please. On operational highlights, we have had a average utilization of the fleet of 88%, which is up 5% compared to last year. It's been good performance in the Subsea regions. We have had high activity in Brazil. The North Sea market, spot market, has been weaker in this quarter than quarter two, and especially from August onwards, it's been soft. We still have high tender activity and as we can see on the backlog, here we have also been fairly successful on winning new jobs, new contracts and total value of the backlog now sits at by the end of the quarter at close to NOK 22 billion. The backlog we have secured for quarter four also by the end of the quarter was NOK 2.6 billion.

Of course, compared to the turnover in quarter two of NOK 2.8 billion, we can conclude that we have a fairly high backlog for quarter four. Backlog secured for 2023 is NOK 8.4 billion. This is also done. I will assume above 70% of the expected turnover in 2023. Then after balance date, we announced the contract with Esso in Guyana for two vessels, including the full subsea scope worth approx NOK 2.7 billion. Then we also announced some contracts yesterday, meaning the resulting in that the order intake in October has been close to NOK 3 billion.

Almost over NOK 25 billion in backlog and also meaning that the backlog for quarter four and for next year has increased a bit after balance date. The fleet consists of 54 vessels, 46 owned. Some are management, some are chartered in. One vessel sold this quarter and no own vessels in lay-up. Next slide, please. This is a snapshot on some of the work we have won this quarter and we have had a book-to-bill of in quarter three of NOK 3.9 billion. After balance, as we said, we have added, you know, approx NOK 3 billion. A high order intake in the quarter and also in October.

Some of the most important contracts we have won is we won and three new contract with Petrobras for three RSV, commencing then two of them in first quarter next year and the other one in August with a total of estimated revenue of $253 million. That is a quite good increase in rate levels compared to these three boats are working on same type of RSV contracts now. It's a fairly decent increase in margins and rate levels. Another one worth mentioning is that we won a SURF T&I contract in the Med on a field called Leviathan in Israel where we will use Skandi Constructor with a revenue at around $22 billion.

It's a 45-day project, and it's an important strategic win for us, building track record in the SURF segment. The Jesse will do that on her way back from Australia. She's coming back from Australia from another T&I SURF project she will do for BP in quarter one, and then she will stop in the Med doing this project after. We are very proud of this Esso FSV contract. It's for two vessel spreads in Guyana, and we believe Guyana is one of the most exciting oil and gas provinces in the world today. High field development and a very interesting country to be in, and we expect to grow more in that region going forward. A very strategic important contract for us.

A revenue around $250 million over three years and looking forward to commence that contract. One of the boats will start later this quarter, and then the next one in quarter one next year. A smaller contract, but important now for the earnings and backlog, especially in quarter four, where we have reduced the spot exposure in North Sea and closed some gaps on the Skandi Constructor. For these boats, we expect a minimum of 90 days on the Iceman and around 45 days on the Constructor, with a revenue of around $25 million, of course.

That we'll talk about a bit more about that later, but that more or less gives us very high utilization on the entire subsea fleet and gives us zero spot exposure on the anchor handlers we have in the fleet in quarter four. An important contract to maximize utilization in quarter four and into first quarter next year. We move to the next one, please. This is an old one showing where we are operating and what we operate from six continents, we 20 offices globally. As mentioned, 54 boats in operation and close to 4,000 employees. We also own one of the world's largest ROV fleet and two AUVs. So 70 ROVs and two AUVs operating mainly from our own fleet around the globe.

What we do, we do marine services globally. And then we do subsea services globally. Project management, engineering, survey, ROV, construction support, SURF, and so on, globally. As you see the biggest hub for us is in South America, Brazil, but also a small office down in Argentina. APAC, where we operate seven boats and North America, where we will have six boats. That is Canada, U.S. Gulf and now Guyana, and the Atlantic region with offices in Norway and U.K., but also down in Luanda. We move to next one. This is a new slide we have put together. I'm giving a few snapshots.

This is not everything we have done in the quarter, but it's giving a few snapshots on what subsea services we have executed in the quarter. A few examples of that. Of course, there is much more than that, but giving a flavor of the scope of work we are doing globally. In Canada, we have had the Skandi Vinland doing IRM. This is on the Tanager contract where we do engineering, ROV work, survey work and a bit of construction support.

We have in Brazil some of the projects in Brazil. Of course, we have 24 ports in Brazil, so I don't mention all, but we have a very important project for us is an inspection program executed for Petrobras called the PRF, where we operate, as we speak, two boats will increase to three and it's a very successful project for us. We also operate six very large pipelayers in Brazil and all of them now on long term contracts. In Brazil, of course, we also operate a diving boat, some more IRM scopes and of course a market leader in AHTS and anchor handling in Brazil. In the Atlantic region, we have done a few very important projects.

I think the first we wanna mention is the largest floating offshore wind farm, Hywind Tampen where DOF Subsea has been doing all marine operations for that project. We have in the quarter we finalized phase one and we installed now seven units and will install four in quarter two next year. We do inshore assembly, we do offshore mooring, we do engineering, we do the whole scope of marine operations on that project. We also done a few mooring projects in the North Sea, and also then we have done wind farm support on a fixed bottom fixed farm. In the quarter we did Skandi Acergy and then quite a bit of decom work we also in the region.

In West Africa, we have had Skandi Constructor in Gabon doing a SURF project for an FPSO in the region. We have a long-term contract with Eni in Angola, where we do what we call field support, which is, let's say a Swiss Army knife, where we do everything from engineering to construction work, to survey work, to AUV work, to a bit of SURF work. We use the spread to its full capacities. In APAC, we have done IRM with Skandi Hawk in the Philippines. We have with the Skandi Hercules done decom work and construction work. Then on the Skandi Singapore we have done IRM.

As mentioned previously in quarter four, the Skandi Acergy will mobilize to APAC to do a fairly large SURF project for Beach Energy in first quarter next year. This is a snapshot just explaining that DOF is one of the largest player, especially in subsea services, especially IRM, field support and globally, and that we also then now take some steps on the SURF side and so on. We move to the next one, please. Yeah, we won't spend much time on this.

This is the ESG performance in quarter three. Consistent with previous quarter and perhaps worth mentioning is the, you know, the operational uptime on vessels and ROV which we see we have had good performance in the quarter with 99.5% technical uptime on the vessels and 99.4% on the ROVs. Next one please. I leave it to our CFO, Hilde Drønen. Please, Hilde.

Hilde Drønen
CFO, DOF Group

Thank you, Mons. I will start the presentation on our repetition of the main terms of the restructuring. Just to repeat the key principle for the restructuring which we informed, or actually has informed during the entire restructuring negotiations, and that is to keep DOF as one group, and in particular, to control our ownership in DOF Subsea. Secondly, that the treatment of all the shareholders shall be on equal terms. Just a quick summary on what we have, what the numbers are so far. A conversion of a debt of approximately NOK 6.2 billion, which is slightly higher than what we presented in June, mainly due to increased debt due to FX and accumulated interest.

Approximately 700 million will be reinstated as a bond with maturity in December 2027. There will be established a syndicated loan in DOF Subsea. The DOF Rederi fleet loan will be refinanced with softer terms. That means mainly reduced interest costs and lower amortization with maturity in January 2026. BNDES has accepted to split the DOF guarantee tranche in a 70% guarantee tranche and an unguaranteed tranche of 30%. Iceman AS, which owns Skandi Iceman, now fully owned by DOF ASA, will be refinanced with a new loan of NOK 250 million. The equity split will be 53.3% to the bondholders, 42.7% to the secured lenders, and 4% for the existing shareholders.

The reason why the bondholders have the largest ownership of the restructuring is due to the value of the debt that they have in DOF Subsea. As already mentioned by Mons, we have sent summons for bondholder meetings to be held on the seventh of November and a notice to our EGM to be held on the 11th of November. Next please. When we sent the press release on the restructuring in June, we told the market that if this restructuring will not be approved in the shareholders meeting, then the parties need to sit down and agree on alternative steps. That was agreed and signed on the thirteenth of October by the parties, meaning the secured lenders and 40% of the bondholders.

If we don't have the necessary votes on the EGM, the company will file for reconstruction with the existing group shareholders retaining 1% of the shares, unless otherwise agreed among the group's creditors. We need a 50% majority vote to vote in favor of a reconstruction or a restructuring based on the debt in the holding company only. Step two, if we don't have the necessary votes on the second EGM, the implementation will be done via bankruptcy proceedings with the existing shareholders retaining no equity interest. In other words, the best proposal is presented or will be presented in the EGM on the eleventh of November, meaning 4% of the company.

The best recovery for the shareholders is to support the restructuring at the coming EGM. We have done some updated values and debt after the restructuring, and all the numbers here are based on debt per end of this quarter. It's also based on broker values received from two independent broker companies by end of the quarter. We have also measured the EBITDA the last 12 months, meaning from September last year to September this year. If we compare with what we presented in June, the total debt of DOF, excluding DOFCON, has increased mainly due to accumulated interest and effects. The broker estimates has also increased, which also are in dollar. If we take the average increase of broker estimates from this quarter during this quarter, the increase is approximately 2%.

The loan to value post-restructuring for DOF Subsea is close to 80%, meaning 78%. If you look at the loan to value numbers, it's still high on DOF Subsea. The company that is pretty healthy here is DOF Rederi, which is not part of the restructuring. If you look at the multiples, the results from DOF Subsea has improved compared to what we presented in June. Given a multiple of 5.3 on DOF Subsea excluding DOF Rederi. If you look at DOF Rederi, the remaining debt will be NOK 1.5 billion. Updated broker estimate is NOK 2.4 billion.

The revenue from both DOF Rederi and DOF Subsea AS is more or less the same as we presented in June if we take the last twelve months, giving more or less the same multiple. If we do the same at Norskan, the debt has increased due to an increased U.S. dollar. Brokers estimates is more or less at the same level, giving a loan to value above 100%, and the multiple is close to the same as we presented in June. The gross debt post-transaction is NOK 19.4 billion. If we reduce with equity, the net debt is NOK 17 billion, compared to around 16 as we presented in June. That is a summary of the restructuring. We can go into the financials.

All the financial numbers that we show here is based on management reporting, meaning that the proportional share of the DOF is included in all the numbers. Total EBITDA of NOK 130 compared to NOK 865. As you can see, the average utilization of the fleet is pretty good on the PSV segment. It's slightly lower on the anchor handler, and it's very good on the subsea and especially on the project fleet. If we take DOF Subsea portion of the gross EBITDA, it's around NOK 800 million. DOF Supply, meaning Norskan and DOF Rederi is NOK 230 million for this quarter. The average utilization for the DOF Subsea fleet is 95% versus 83%. The PSV has had stable operation.

We had no vessels in layup, and we have some vessels partly exposed to the North Sea spot market. Stable operations in Brazil, but high costs. Variable utilization in North Sea, especially after Skandi Iceman completed the Hywind Tampen project. High activity in Subsea continued good performance in Brazil and Atlantic regions and improved activity in North American Asia. Stable operations from the PLSV fleet. All the vessels are now on firm contracts. Next, please. If you look at the total P&L, the operational EBITDA is NOK 1.11 billion, and if you include the gain from sale of assets, it's NOK 1.30 billion versus NOK 865 million last year. As you can see, the operating revenue has increased significantly, and that's especially related to our Subsea activity.

You can also see that on accumulated revenue where you see NOK 7.5 versus NOK 5.5 and EBITDA of NOK 2.645 versus NOK 2 billion last year. The depreciation is around at the same level as last year, and no impairments done this quarter. That gives 678 operating profit versus 488 and NOK 1.5 billion in EBIT versus 681 , whereof 400 million was impairments last year and 93 so far this year. If you look at the financial costs is NOK 1.1 billion negative versus 671 . The financial costs has increased due to accumulated interest and extra costs related to the restructuring.

The largest number here is unrealized currency loss on long-term debt due to a significant strengthened U.S. dollar, both towards NOK and also towards Brazilian reais. Net result negative with NOK 519 million versus NOK 128 million last year and year to date, negative result of NOK 1 billion. We can go to next. If we look at the three segments, the PSV segment is more or less in line with last year. In reality, the result from the PSV is better than last year because we have less vessels in operations this quarter versus the same quarter last year. On the anchor handler, we have improved EBITDA, but the margin is lower, partly due to high costs for the fleet in Brazil.

If you look at the Subsea, a significant improved EBITDA due to increased activity. You also see that on the revenue and, but the margin is lower, and that is due to more vessels on projects than on firm contracts or time charter contracts. You can also see that, the EBITDA contribution from our Subsea activity is continuing to increase. Here you can see the DOF Subsea Group segments where we split the the revenue and EBITDA in long-term chartering and Subsea IMR segments. The margin is 26% on this activity which is increasing and better than previous quarters.

The revenue is also increasing on this segment of NOK 1.7 billion giving an EBITDA of NOK 437 and the backlog is also increasing and the most important add-ons this quarter is the RSV contract in Brazil and this backlog does not include the contract recently awarded in Guyana which is after balance date. Here we have close to 1,700 employees and 15 vessels in operation. If you look at the long-term chartering, the revenue is NOK 500 million and EBITDA of NOK 363 and the remaining backlog is NOK 5.4 billion. Here you have our seven PLSVs and one diving vessel operating on a long-term contract in South America.

The margin in this activity is expected to be above 70% which it is here of 72%. On the balance, the long-term assets or non-current assets has increased, and that is mainly due to FX. We have several subsidiaries where the dollar is the functional currency and that has impacted the current assets with around NOK 800 million in increased values. The other variances are depreciation and CapEx added and the CapEx is basically maintenance CapEx. On the deferred taxes, that is in fact only related to the DOFCON JV. The receivables is high, continuing to be high due to high activity in the subsea regions. The cash position has improved.

That's mainly coming from the subsea activities and that is related to working capital which it has seasonal variations. In this quarter we have built cash in this part of the business. The equity is negative by NOK 2.2 billion and that is due to continuing weak results also this quarter. If you look at the non-current, interest-bearing, and current debt of approximately NOK 3.9 billion, that is the debt in DOF Rederi which is not part of the restructuring. The current portion of debt of NOK 22 billion represent the debt that is currently part of the restructuring. What I think is important to mention here is that this debt since year-end has increased by NOK 3 billion. The reason for that is accumulated interest not paid and FX.

The split of this current portion is holding debt meaning debt in DOF ASA of NOK 1.4 billion. It's DOF Subsea secured and unsecured of NOK 11.3 billion. It's DOF Rederi secured debt of NOK 3.4 billion and it's Norskan debt of NOK 5.9 billion. If you look at the cash flow, the cash flow from operating activities is 762 versus 670. We have less working capital tied up in the quarter. As mentioned, that comes from DOF Subsea, and that is based on seasonal variations. It can increase, and it can reduce. We have what we have paid of interest is NOK 98 million versus a cost of above NOK 400 million, and that is due to the standstill. Capitalized interest costs in this quarter is approximately NOK 300 million.

Net cash from investing activity is NOK 99 million. No big events here, only maintenance CapEx and a sale from subsea assets and a completion of the sale of GOC, which was published already first quarter. That has given a positive effect of 26 million and 80 million this quarter. If you look at the repayment of borrowings, we have debt service, normal debt service is DOF Group, and we have some debt service in Norskan and in DOF Subsea, and also repayment of the loan of GOC after the vessel was delivered to new owners. We go to next. Here you see the historical performance of the group, and we are of course glad to see that the EBITDA is better than the last four quarters.

It's also important to mention that the equity has gone from NOK 6.2 billion in 2018- -NOK 2.2 billion. Also important to emphasize that the net interest-bearing debt has increased from NOK 20.4 billion in 2018- NOK 23.2 billion by end of this quarter. We have not, let's say from 2019, been able to service the group's debt normally, until now. If you look at group key financials, it's good to see that the revenue is increasing, the last twelve months EBITDA increasing, and also that the firm backlog is increasing. The firm backlog you see here is the backlog by end of the quarter. Then I give the word over to Mons.

Mons Aase
CEO, DOF Group

Thank you, Hilde. A few comments on the market and the outlook for the next quarter. This slide is done by Offshore Vessel Report and shows expected demand for our type of boats the next few years. As you see from the slide, we expect or this report expects the offshore demand in oil and gas for vessels to increase the next few years. Likewise, we expect the demand in the renewable offshore wind to also increase. We expect high activity and good utilization in the offshore fleet the next few years.

This gives a reason to be fairly optimistic on the market going forward. When we look at the next slide, please, on the outlook and a bit comments on the market on the PSV side, the North Sea spot market has softened during quarter three. We expect the market to be volatile in quarter four, where we could see periods of decent rates but also periods where utilization are lower. What we have our exposure is that we expect to have on average two vessels trading in North Sea spot market in quarter four, so a fairly limited exposure for us in that market.

Long-term rates in the PSV segment is still at good levels and we expect them to stay at good levels. On the anchor handling side, after a good summer and quarter two, we saw the North Sea spot weakening in quarter three, especially August onwards. As we speak yesterday or today, rather, the rate levels today is between GBP 10,000 and GBP 15,000 and quite a few boats sitting idle both in Norway and in U.K. We expect the market to be soft and volatile in the North Sea spot in quarter four. Our exposure to that is very limited.

Of the recent awards we announced yesterday, we have full coverage on the entire remaining fleet in November and December, so we will have very little exposure to that then. On the subsea side, we have a very good backlog for quarter four and very limited onhire capacity. We expect a lower, let's say, what you can call seasonal variation in quarter four compared to previous years. As a consequence of that, we mentioned that we have a backlog by end of September for quarter four at NOK 2.6 billion compared to the turnover in quarter two at NOK 2.8 billion.

We have built further backlog with the ExxonMobil Guyana contract, and also the contract recently announced yesterday. It means that we have a very high backlog for quarter four. The backlog at balance date for 2023 was NOK 8.4 billion, also that have now increased. It's a very good starting point for 2023. On the, as a consequence of the above, we say that the operation in WDI in quarter four is expected to be in line or slightly weaker than in quarter three. As a consequence, we expect operationally that quarter four will be a good quarter for us. On the financial, of course this is a repeat for what we have said earlier in the presentation.

It's 22 billion of the debt is classified as short-term, and in absence of a restructuring, this debt will mature with immediate effect. as mentioned, it's impossible to refinance that debt with other sources. The restructuring agreement signed with the lenders remains to be approved by the bondholders and the shareholders in November. as Hilde have showed on the slide, the alternative implementation steps have been agreed if the restructuring is not approved. The group firmly believe that the bondholders and the shareholders will obtain the best recovery by supporting the restructuring at the bondholders meeting on seventh November and at the AGM on 11th November. Next, please. That was the end of the presentation. We will do some Q&A. we kindly ask you to send us written questions through the system here.

We have a few questions received before we start the presentation, and suggest we start by answering them and then we look at the questions, if any received now in the presentation. I'll start with a few questions received the other day. The questions are in Norwegian, but I'll try to translate. The first question is why we cannot do an IPO in DOF Subsea and reduce the ownership in DOF Subsea. The answer to that is that this would be a much worse solution for DOF and the DOF shareholders.

Losing ownership in DOF Subsea and then still being exposed to at least the same dilution due to conversion of debt in other silos, meaning as Hilde showed you on a slide, the holdco, the holding debt, the debt in DOF ASA, the debt in DOF Rederi, and part of the debt in Norskan, meaning that there will be close to NOK 3 billion needed to be converted in the DOF group ex DOF Subsea. The dilution will be the same. We don't think that is a good alternative at all, and a much worse alternative for the group and for the shareholders. Second question is why we cannot sell assets to pay the most impatient bond owners.

The fact is that none of the bond owners, of course we negotiate, discuss this with an ad hoc group representing all bondholders. The fact is that all bond loans are due or have matured and will have to be repaid in the absence of a restructuring. That meaning that we have to raise several billion NOK to be able to do that. Hilde showed in the presentation that before conversion of that, of course, the loan to value or the gearing level of the group.

In some silos, the debt is higher than the value on the assets and meaning that we, you know, we would likely not be able to even if we sold most or all the assets, we'd be able to get cash to repay the entire bond box. She also does think that is a much worse solution than what we have been able to negotiate. Third question here is if there has been done reverse impairments on the vessel values that have one-year long-term contracts in 2022. The answer to that is that due to the financial position of the group, there has been done no reverse impairments so far this year.

As a comment, it's not really relevant for the restructuring, as the restructuring is mainly liquidity and a funding issue. As mentioned several times, there is NOK 22 billion in debt that will fall due in the absence of the EGM. As said, this is impossible to refinance. Hilde, I have one question for you, which is if it will be. I'll read it in Norwegian first. Try to translate that to English.

Hilde Drønen
CFO, DOF Group

The question is, will there be called for a new EGM immediately after a negative vote or that we don't have the necessary votes to approve the restructuring on the eleventh of November due to decision on an investigation? Our answer is that a decision of an investigation will not have an impact or stop the restructuring. If the restructuring is approved, it will be completed regardless of the investigation. If the restructuring is not approved, the alternative plan will become applicable regardless of the investigation. If the proposed investigation is adopted by more than 10% of the represented shareholders on the general meeting, there is a basis for any shareholder to file a motion to the court for such investigation. This decision will not impact on any of the other decisions or obligations.

Mons Aase
CEO, DOF Group

Thank you, Hilde. We have also, before the presentation, received a couple of other questions. First question is, has the principal owner or close relatives agreed or planned to purchase converted shares from banks or bondholders? If you don't know, are you willing to ask them? Hilde, could you please answer that one?

Hilde Drønen
CFO, DOF Group

We will certainly. We're willing to ask them. We have no knowledge that there is any agreements between the banks or the bondholders and the Møgster family to purchase converted shares. The key principle, again, as I said before, for the restructuring is equal treatment of all shareholders. What we have also answered earlier is that the Møgster family, they own bonds, but that is a small portion, and it represent between 3% and 4% after the restructuring. Then we have a second question. The restructuring proposal is that debt should be converted into shares, where the conversion rate is calculated with 15 decimal places.

How has it been possible for you to calculate that we get exactly 1% if we do not accept the restructuring proposal of 4%? The answer to that is that the percentage to existing shareholders in this scenario, meaning if the original proposal with 4% of the existing shareholders is not approved, is based on what the creditors have been willing to accept, not any calculation. The reason being that the only alternative to such scenario then will be a bankruptcy involved, whereby the existing shareholders will receive nothing. The creditors, they are actually taking into account that the equity is lost. That's the answer.

Mons Aase
CEO, DOF Group

That was the questions we had received before the presentation. I guess we have to see if we would have received quite a few questions, I think.

Hilde Drønen
CFO, DOF Group

Yeah.

Mons Aase
CEO, DOF Group

in the

Hilde Drønen
CFO, DOF Group

The first question is, DOF has announced a three-year contract for Skandi Olympia and Commander. What is the annual EBITDA for this contract? What is the expected EBITDA for DOF Rederi in 2023? You can perhaps say some words on the contract, Mons, but we cannot guide on specific companies going forward. What I can say is that, as we stated in the notice to the EGM, we said that for DOF Rederi to have a kind of normal debt service, they needed EBITDA of approximately NOK 750 million. These contracts definitely helps on the EBITDA, which currently is below NOK 300 million.

We are very far from an EBITDA on what we to reach NOK 750.

Mons Aase
CEO, DOF Group

Perhaps, you know, on the margins and EBITDA from these contracts, of course, for the group, you know, we have several parts of the groups involved in the contracts. DOF Rederi owns the boats. Norskan have the boats on bareboat and do the marine management and crewing all the boats. DOF Subsea will for two of them provide ROVs and ROV services, and then for the Skandi Commander in this will also provide AUV and AUV services. What we have in total for the group, we expect, you know, around. This is circa numbers. Yeah. Between five.

Hilde Drønen
CFO, DOF Group

Mm-hmm.

Mons Aase
CEO, DOF Group

Between $5million-$5.5 million in EBITDA on those spreads for the group. Of course, the majority of that will be on the vessels.

Hilde Drønen
CFO, DOF Group

Okay. Next question is the DOFCON JV. What is the expected cash flow from DOFCON JV to DOF Subsea in 2023? That's question number one. I can answer that. That is, we do expect to receive dividend from the DOFCON JV. I don't have the exact numbers, but we do expect the dividend payments or repayment of our shareholder loans to continue. However, all the cash will go directly to the creditors. So any dividend from the DOFCON JV goes to the creditors, meaning mainly the secured lenders. Next question, is it true that Skandi Açu has a chance to win a Petrobras tender with a dayrate of approximately $360,000 a day? I guess you can answer that, Mons.

Mons Aase
CEO, DOF Group

Yeah. What is true is, of course, that Petrobras issued a tender two months back for two types of vessels, ultra deepwater and deepwater. Also for vessels with Brazilian flag and with international flag. We have bid Skandi Açu on the ultra deepwater with Brazilian flag. We have also bid the boat with international flag on the same ultra deepwater. The rate we bid on with Brazilian flag was, as mentioned, around $360,000 a day. But the competition bid on the boats with international flag for the ultra deepwater was in the $290,000s.

It is too early to say whether we will be successful on winning this and of course, what rate levels is it possible to achieve. Whether it's likely or not likely, it is difficult to say today what the outcome on that tender will be. One complicating factor is that, of course, Petrobras won't commence. The new tender has commencement in the summer of 2023. But it is of course on an existing contract, as you know, today into 2024.

The outcome is far too early to say. The fact is that we have bid what I've told you now is public on the rates and the competition and I think there will be a negotiation and where we end in the end. I couldn't. I don't know. It goes often with Petrobras. Of course they have a budget before they enter the market. Of course this also will depend on what budget they have for this. Of course we will do our best to secure this contract. As I say, it's more unsure and complicated this time than usual. So the meaning that it's difficult to say and predict what the outcome will be.

Hilde Drønen
CFO, DOF Group

Okay, I go to the next. There's a lot of questions there. That's a question on EBITDA. What is the average EBITDA for the contracts awarded in 2022? And what is the expected total EBITDA expected by management in 2022 and 2023? And also, what is it for DOF Subsea? We don't give guidance on earnings other than we do in the quarterly reports. That's the quick answer on that one. The next one, does DOF still have a DOF Deepwater guarantee? The answer is no, because we made an agreement already in 2020. The DOF guarantee is actually a debt in DOF ASA of approximately NOK 500 million. That debt is planned to be converted. Next question. Is DOF's share in Skandi Aukra sold to Pareto?

How much did DOF get for this share in Aukra? We received approximately NOK 6 million for the shares. What is the total value of contracts options? Perhaps you should say a few words around that, Mons.

Mons Aase
CEO, DOF Group

The total value of.

Hilde Drønen
CFO, DOF Group

The contract options. That's. I'm not sure if it's possible.

Mons Aase
CEO, DOF Group

No, if we didn't show that in the presentation, I don't have that number in front of me.

Hilde Drønen
CFO, DOF Group

We normally don't present the options. There are options on the contracts in with Petrobras, for example. That means we have to renegotiate all the contracts. It's impossible to have a value.

Mons Aase
CEO, DOF Group

In Petrobras, the options are unpriced, yeah. It's really not options. It's just giving an opportunity to negotiate an extension instead of them having to go on a tender. The options on the rest of the bid, I couldn't give that number. Perhaps for the next presentation, we could of course have a look at it.

Hilde Drønen
CFO, DOF Group

Now next question. How will your ability to bid for new contracts be impacted if you need to implement the restructuring through Norwegian insolvency process? We have now been through a standstill period for almost two and a half years. The reason why we have achieved standstill agreements is because all the creditors or the vast majority of the creditors wants to protect the values of the group, meaning that they have allowed us to bid on new contracts. We have now signed an agreement with the creditors on a restructuring and also what will happen. In my world, I'm actually more comfortable than ever that the restructuring will be completed as planned. It will.

Mons Aase
CEO, DOF Group

I think one additional comment on the restructuring. I guess, of course, that will mainly be done in the holding company, DOF ASA, and all the operations are done in the other companies around the globe. As you read in the press release we sent, you know, previously in the month, we expect all operations in the group performed in the daughter companies around the globe to be unaffected if there will be a restructuring in DOF ASA. The answer is that we do not expect any interruptions on operations or the group's ability to operate, enter into new contract and execute existing contracts.

Hilde Drønen
CFO, DOF Group

Next is, what is your estimate of total advisory fees in relation to the debt restructure and how much has been already incurred? What has been incurred, it's above NOK 100 million in advisory costs. What it will be in the end, I can't—I don't have the exact number of that. But the reason why the interest cost is high this quarter, it's not that on advisory costs. It's, which is of course part of it, but the main part is actually additional interest costs from the lenders. The second question, did you say that the required shareholders majority AGM is 50%? On the second AGM after we had filed for reconstruction, then the majority is 50%.

You have to read the press release that was published on the thirteenth of October, which explains that. The next question is, after advisory costs, you only shed NOK 5 billion of debt. Is that structure possible to refinance in three-four years? What I can say is that the creditors is not willing to extend the standstill. The long stop debt, long stop date will not go beyond the end of November. What we have now is an immediate liquidity problem. We don't have the money to serve the outstanding debt. Whether we can refinance or not in the next three-four years is not relevant on the situation we are in now.

Mons Aase
CEO, DOF Group

There is a question: any guidance on 2023 EBITDA. We normally guide for 2023 when we present in February the quarter four or full year numbers. Of course, we haven't done our budget yet, so it's a bit premature to give any exact guidance on 2023. What we can say, of course, is that we expect 2023 to be stronger than 2022.

Hilde Drønen
CFO, DOF Group

We have two questions left. Perhaps you could take those ones.

Mons Aase
CEO, DOF Group

Yeah, I can try. You reported almost no loss in the subsea segment in quarter four, which is historically a seasonally slower quarter, which is clearly a positive sign. Do you expect the current subsea fleet, your own fleet and the rest of the global fleet, to be enough to meet any demand in the years ahead? Or do you see the need for new builds to support the high level of activity? Because it's a very difficult question to answer, but perhaps we could answer it partly at least. We don't expect any, you know, large number of new building orders placed in this industry going forward.

Why we don't expect that is number one, a lot of the key players and owners in the industry simply don't have the balance sheet to do that. Also, the newbuilding prices are very high at the moment and still, the earnings in the fleet or in the market is not enough to cover, you know, to economically defend new builds. Of course, there is also a long lead time on new builds and if you order a boat today, I think it will be at least late 2024 or 2025 before you can achieve it under service. Of course, the key question is how long will the oil and gas industry stay on these levels?

When will it start to reduce? Of course, it's a high uncertainty. You build a boat for 20-25 years lifetime and there is high uncertainty what will happen here after 2025, 2026 in the oil and gas space. Let's see. Of course, we hope as everybody that it will be a very strong market, but that remains to be seen. I do hope that people will not order a lot of new boats. The final question here is delivering successful marine operations on Hywind Tampen, you have secured a strong and attractive position in floating wind. How do you see this market, floating wind, developing in the years ahead? And do you see additional opportunities in 2023- 2025 in addition to remaining Hywind Tampen in 2023?

I think we agree that the Hywind Tampen is very important, let's say, project for us. We also see that you know the competence we have from oil and gas, of course, we have done hundreds and hundreds of mooring jobs globally. In theory, the mooring of a floating wind turbine is more or less similar to mooring of a FPSO. It's the same type of asset, same type of operations. We think we have the fleet and the knowhow to play an important role going forward in this industry. We do not expect any, let's say, big jobs that will go offshore in 2023, 2024 or 2025.

There might be a few smaller demo projects or some smaller projects. You know, the big volumes in this segment we expect to see post 2025 and closer to 2026- 2028- 2030. What we expect will happen in the period between 2023 and 2025 is that there will be a lot of tendering. There is a long lead time on these projects. We expect tender activity to pick up in these years and then for execution also in after 2025. Of course there are a few interesting projects that we expect coming on tender already next year. Today we are recruiting in that space.

We have dedicated people only focusing on it and we hope we will be able to take our share of that market. Of course we think it will be a good place for quite a few of our anchor handlers but also then some of the large subsea assets are suited for that market. If you look at the cable laying for floating wind and so on, optimistic on that but not any material effect on the earnings before after 2025 and I would say more into 2026, 2027.

Hilde Drønen
CFO, DOF Group

We have now received two questions and that is the last two and then we close the webcast. The first question is, you paid NOK 388 million interest in third quarter. Who receives these interest rates? Well, number one, we don't pay this interest. This is what this is the cost of interest. And if we include the DOF Group, the number is higher. But as I showed you that it's less than NOK 100 million that is actually paid, and that is mainly to the DOF Group lenders, and it's some payments to BNDES on the Norskan facilities. The second, the U.S. dollar has started to fall from 10.84- 10.25 in fourth quarter.

Could you say something about what will happen with the unrealized currency loss and the equity if the dollar goes back to NOK 5? Well, number one, I can't remember when it was NOK 5. It has been much higher now for several years. The answer is that we book our debt at mark-to-market, meaning that the FX rates by analogy each reporting quarter is also the booked value of the debt. So if the dollar, in my opinion, in an unlikely scenario, could go to five, that means that it will be a significant unrealized currency gain in our book, which will positively impact the equity.

Mons Aase
CEO, DOF Group

Of course, the flip side of that is of course that the majority of the fleet works all of our income. You know, I would assume, I don't know, but 90% of our income probably are in U.S. dollars. Of course, it also would mean that the earnings will be much lower if the dollar goes to five.

Hilde Drønen
CFO, DOF Group

Why haven't you done any revaluation of ship value this quarter? I assume that question is why haven't you done any reversal of previous impairments booked? That is actually we are not allowed to do that due to the financial position that the group is in. That is the reason why no reversal of impairments has been done. The last question, how long do you expect it will take to finish the reconstruction process? We plan to have the reconstruction. You mean if there is a no in the EGM? The reconstruction process is expected to take between one and two months.

Mons Aase
CEO, DOF Group

I think that was the final question we have received.

Hilde Drønen
CFO, DOF Group

Yeah.

Mons Aase
CEO, DOF Group

We thank you all for listening to us today and wish you all a nice day. Thank you very much.

Hilde Drønen
CFO, DOF Group

Thank you.

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