Reach Subsea ASA (OSL:REACH)
Norway flag Norway · Delayed Price · Currency is NOK
6.70
-0.06 (-0.89%)
Apr 24, 2026, 4:25 PM CET
← View all transcripts

M&A Announcement

Feb 18, 2022

Rachid Bendriss
Chairman of the Board, Reach Subsea

Good morning and welcome to this presentation of the exciting news we released yesterday, the iSURVEY acquisition and the Wilhelmsen strategic partnership. My name is Rachid Bendriss. I'm the Chairman of the Board of Reach. Before moving into what's actually happening here, just a quick word about a disclaimer. I urge you to take note of that. Before taking the step into the transactions we announced, let me just give you a brief update on who we are, where we're coming from, and why these moves make sense. Now, we are a subsea service provider.

What we do is to provide our clients with data in the form of maps, images, videos, data that aids our clients in their decision-making, or we provide them with solutions, typically maintenance and repair of equipment at the seabed or below the subsurface. The way we deliver those data solutions to our clients is by mobilizing our specialists, our engineers, and our equipment, typically the remotely operated vehicles, onto a subsea vessel, which we then travel to site and perform our services. That's a delivery model as such. As part of our scope, we deliver. We have survey specialists on board our vessels. These are the people who analyze the data that's gathered. They're the ones who have the knowledge about the sensors that we equip our ROVs with to gather the data.

They analyze the data, and they convert that into decision-making material for our clients. Now, that part of our offering is not something we have in-house. We use partners, like for example, our Swedish partner, MMT, or have sub-suppliers on a project-by-project basis. What we're seeing is that that part of our service is increasingly important going forward. It has to do with, of course, advances in sensor technology, advances in computing power. All these aspects means that the data delivery part of our offering is increasing in importance. Moving ahead, that's how we do it today. In the future, we're taking steps to take advantage of the advances in communication technology, sensor technology, and computing power by changing the delivery model. Our clients will still be getting the same thing from us, data or solutions, but the way we deliver these services is changing.

Reach Remote is our project aimed at redesigning the way we deliver our service in the future. Simply put, it's about taking all people offshore onshore, thereby reducing the scale required for the vessel as such, simplifying a lot in the operations. By making things smaller, you make it cheaper. Running remote and autonomous operations, that's the future. The benefits are quite significant for a lot of stakeholders. For our clients, they'll be able to get those data and solutions at 20%-30% lower cost than what they're used to. On such a cost basis, we still aim to provide our shareholders with a 20%-30% return on investment, and not least, virtually eliminate the carbon footprint associated with our operation. The last stakeholder perspective, of course, being running subsea operations offshore is a risky business for our people.

Taking all our people away from the hazardous offshore environment to safe confined onshore environment also is an element of the Reach Remote solution. Also worth mentioning here is that Reach Remote as a solution is primarily tailored towards, I'd say, weighted towards the data gathering part of our service. It's ideal for the survey scope, for inspections, maintenance, and light repair. You can understand that possessing those data analytics, data management, data processing capabilities is increasingly more important component when it comes to Reach Remote compared to conventional services. With that as a background, let me just jump quickly into then the two major moves we announced yesterday. First, the acquisition of iSURVEY.

We are acquiring that company for NOK 135 million, settling that with some NOK 110 million worth of shares, new Reach shares, and NOK 25 million in cash. This move addresses what I just said. We don't have today in-house data management, data processing capabilities. iSURVEY brings that on board. It allows us to expand our service scope through insourcing and in-housing these capabilities. Now, we're very excited to bring on board the 100 highly skilled professionals in iSURVEY into the Reach family. The second step, which is seen in connection with the first one as well, is the announced strategic partnership with the Wilhelmsen Group, more specifically, Wilhelmsen New Energy. Equally exciting. That cooperation is gonna be centered on the commercialization phase of Reach Remote. It's cemented by the private placement towards Wilhelmsen.

NOK 150 million in new equity is gonna be raised at 3.25 a share, providing us with the funding required to execute the first two Reach Remote projects. iSURVEY. Let me give you a brief intro to that business. They are an asset-light, high-quality service provider. Their footprint when it comes to operations, they operate out of Norway, the U.K., and Singapore. Business-wise, they're about 50/50 split between oil and gas and non-oil and gas, primarily offshore wind and subsea cables. The revenue is fairly diversified geographically. Some 1/3 in Norway, +40% in the rest of Europe, and some 1/4 in the rest of the world, primarily out of Singapore. Their client base is also very good and interesting and complementary. I would particularly highlight here Nexans and NKT, where they have global frame agreements.

One of the major cable providers of the world seeing substantial growth from the offshore wind sector where cable demand is rising significantly. With these frame agreements, we see great opportunities for combining Reach and iSURVEY services into a combined offering towards these clients. That's more from a geographical spread and client perspective. When it comes to their business lines, they have these four business lines as they define it today. Rather I'd like to divide this into two and I've highlighted the top one here. Seabed surveys. This is where iSURVEY typically mobilize on board a vessel, takes responsibility for a project, mobilizes their survey tech people, their sensors, their kits, and hire in an ROV operator as a third-party supplier, go out and perform a survey project.

That can be anything from creating a seabed map over an area where an offshore wind developer needs data to plan his construction phase. Or it can be the survey of cable routes where Nexans at some point is gonna lay their cable to clear that for hazards. That's the seabed survey part of the business. Today, that accounts for some 40% of their business or 2021 rather. The three other business lines is more a sub-supplier business, where they provide survey and positioning services as a sub-supplier into other projects, for example, to Reach. We have cooperated with iSURVEY for many years, where they provide us with positioning services and some data processing and data management services as a sub-supplier. But the top part is, I'd say, the primary source of synergy between these companies.

Let me just highlight what we mean by that and how we intend to operationalize this. Here we see 2020 and 2021 iSURVEY splits between their survey project business, the green, and the sub-supply service business, if you want, the blue. We see that we can double and then some the business of iSURVEY by mobilizing that organization, those skilled people onto our existing spreads. If we take an example with two of our spreads. Today, Reach provides services from six vessels or spreads, as we call them. On two of these vessels, we have what we call multi-capabilities. The vessels, Stril Explorer and Havila Subsea, where we cooperate with MMT. These vessels have survey, inspection, light construction capabilities, can operate in different modes.

In such a setup, we know from experience and we see that typical revenues is around NOK 250 million per spread, with project margins in the area of 15%-20%. The survey scope, which we're now gonna insource through providing iSURVEY service onto our spreads, accounts for around 50% of that business volume, and there are good margins. This is nice in theory, but you need key enablers to make this happen. That's what Reach possesses and can help iSURVEY realize. We have the commercial track record when it comes to managing such full spreads on a commercially good and sound way. We have the technical track record that makes the client trust us. Of course, we have the balance sheets required to take on these projects. As I mentioned, iSURVEY is an asset-light business.

They have a balance sheet, capital employed in the order of NOK 40 million-NOK 50 million, not positioned to do full-scale survey projects. Now, we have these capabilities combined with us, and we can start pursuing sort of such projects. Worth mentioning here, of course, is that the primary demand driver, as we see it going forward for this typical multipurpose capabilities and the surveys as such, is the huge trade growth and we see with offshore wind and the associated electrification effects. As a quick summary when it comes to iSURVEY as such, I think these two companies together, first and foremost, they have a relationship and experience in working together in the past, which I think takes down the transaction uncertainty when it comes to the integration phase.

In summary, I think we're now, as a combined company, have the capabilities to operate the full service spreads on multiple vessels, which carries better margins and places us in a stronger competitive position in these new verticals we see emerging in the marketplace. It strengthens the value proposition of Reach Remote. As I mentioned, I think the data gathering part of our subsea service is gonna increase in importance, and Reach Remote is tailored towards that part of our offering. Lastly, it increases our presence in the renewable space and also increases our offerings. Remembering that iSURVEY has some 50% of their business to the non-oil and gas industry, and also has a local presence in U.K. and Asia, which we can build upon, which Reach does not have today.

Some might wonder, how does this fit with our pre-Christmas announcements of the acquisition of OCTIO? Well, this all forms part of a puzzle that we're trying to put together. The OCTIO transaction is also about data management, data analytics, and data processing. But that is a more specialized skill sets in addition to the patented unique monitoring technologies they have developed, the tools as such. iSURVEY is more of the generalist multi-capabilities within survey. Combining these two is actually complementary and gives us the software we need, so to speak, surrounding Reach Remote to make that project and that offering more competitive and more complete. Moving on then to Wilhelmsen. As many of you know, the Wilhelmsen Group is a major global maritime player. One of the business areas in Wilhelmsen is Wilhelmsen New Energy, their dedication towards the renewable sector at large.

The partnership with Wilhelmsen, I think, will be really important enabling factor for the commercial success of Reach Remote. They already had the knowledge when it comes to Reach Remote and our company, as they are the 50% owner of Massterly, which is the bridge, or the marine crew of Reach Remote, if you want. Their substantial global maritime network is, of course, important. It can open a lot of doors for us. We have, from the sideline, been watching with interest on how they're building, from our perspective, a sort of an ecosystem of services along the entire maritime renewable value chain. Reach Remote is actually perfect fit into that value chain.

Should also be mentioned here that Wilhelmsen and Reach together over the last few months have carried out a joint market study on Reach Remote, identifying opportunities and potential new business models for the future. I think we're very excited about pursuing these opportunities in collaboration with Wilhelmsen in the years to come. Cementing this partnership is the private placement where Wilhelmsen provides NOK 150 million in fresh equity to Reach at NOK 3.25 a share. As mentioned, it secures the equity funding for two Reach Remote units. The potential exercise of the warrants, of course, could contribute to accelerating the rollout strategy for Reach Remote. Again, cementing the relationship, of course, with Wilhelmsen to be represented on our board of directors, which we're very excited about.

Through what I've told you so far, I hope I've sort of given you a glimpse of the building blocks we're planning to put in place surrounding our future Reach Remote. We have, for a long time now, cooperated with Kongsberg when it comes to the early phase of the project, design, the technology components, and the development phase. I think that's one of the strongest partner you can have in that respect. Thinking ahead, we now have iSURVEY as our insourced and in-house survey capacity, which is gonna be important for the data management capabilities surrounding Reach Remote. We put in place OCTIO, which provides some unique patented monitoring technologies, where Reach Remote is ideally suited for deploying these monitoring technologies into services. Lastly now, Wilhelmsen on board as our, so to speak, industrial global partner for our go-to market strategies.

The final link maybe to note is Massterly, the bridge or the maritime crew on Reach Remote being 50/50 owned by Kongsberg and Wilhelmsen, which gives us both the technical aspect provided by Kongsberg into the operations perspective and the operations experience from Wilhelmsen into the mix. I think we now have all the building blocks in place for making that major step into the future which Reach Remote represents. With these moves, we of course have quite bold ambitions. Putting some numbers into this, these are ambitions of what we try to achieve with these two strategic moves that we just announced.

Using our 2021 trading performance as a baseline, our profits last year, we see and we believe that the integration of iSURVEY into our organization, the mobilization of the iSURVEY competence onto Reach vessels, providing multipurpose offshore offerings to our clients, could add some 50% to our baseline profits. Reach Remote, we think, can add even more. The de-risking of that commercialization, I think, is the key word here when it comes to the Wilhelmsen and iSURVEY transactions that we announced today. In total, we're looking at more than doubling our profits from these two transactions if we can execute properly. From a shareholder value perspective, it's worth noting that doubling the profits while increasing our share count by some 55% is accretive to our shareholders.

Now, it's good to have bold ambitions and plans, but you need to be able to execute and be in a position to execute. That's maybe the last aspect of what I wanna tell you here. We now have a robust financial position. The equity of NOK 150 million and the acquisition of iSURVEY is integrated into the numbers you see here. We now have some NOK 350 million, roughly, in cash and working capital. Limited bank debt, some NOK 30 million. Our banking partner, SpareBank 1 , is backing us with debt financing. I was actually told this is the first remote USV project they're backing. I think that's a testament to both SpareBank 1 as a good partner, but also the confidence they place in Reach and the building blocks I just showed you creating the credibility around execution and commercial success for USVs.

I think in short, we have a strong balance sheet now. We're positioned to pursue Reach Remote, pursuing more full-scale survey projects, also reserves for other opportunities. In summary, our ambition is to be the the trusted data and subsea service provider for ocean-based industries at large. We see a rapidly growing ocean-based industries markets with new verticals emerging, driven by the energy transition. While the old conventional vertical, the oil and gas, which we thought was in a structural decline a couple years ago, might still be in a structural decline in long term, but in the medium term, we see some very significant headwinds coming out of that market. Sorry, tailwinds, obviously. We think we're well-positioned to capture these growth opportunities with our execution track record, and with the building blocks we're now putting in place.

We have the financial position and profile to execute. We're focused on creating value for all stakeholders in a sustainable way. I think you've seen our previous statements about pursuing value-creative bolt-on acquisitions that we are delivering on also those aspects of our ambitions. With that, I thank you for your attention, and obviously we open up for some of the questions.

Operator

Yes. We've received a few questions here. The first question is, what are the next steps from here on once iSURVEY's been integrated into the business and Wilhelmsen has gone in as a strategic partner? What happens from here?

Rachid Bendriss
Chairman of the Board, Reach Subsea

Well, let's take the immediate first steps more from a process and legal perspective. We will shortly be convening for an extraordinary general meeting where we will put these matters up for a vote for our shareholders. It's anticipated that it will take place sometime mid-March. Provided we have the shareholder support for this, we will then shortly thereafter close these transactions and start the post-integration phase, if you want. Our planning is already going of course. We have the ambition to already this summer start mobilizing iSURVEY people onboard our vessels to start targeting selected survey projects on these multipurpose spreads that we're mobilizing. In 2022 start mobilizing these capabilities onto Reach spreads. Learn from that experience.

Going into 2023, first year full scale operation, one, maybe two spreads with iSURVEY mobilized on board.

Operator

Second question is, have you now put in the order for the two first Reach Remote USVs?

Rachid Bendriss
Chairman of the Board, Reach Subsea

There is a mixed answer to that question because there's not one single order. There are separate pieces, steps involved in that process. The long lead items, the ones where we see the supply chain issues which we talked about last year, that's under control. That's ordered and firm. There are other aspects which are falling into place as we speak, this week. We're gonna get back to you on the full details when we get to the Q1 presentation.

Operator

Another question is: You've now completed two acquisitions in the space of a few months. Might we see more acquisitions in the immediate future? And if so, what type of companies are you looking at?

Rachid Bendriss
Chairman of the Board, Reach Subsea

We're looking at everything all the time. If we do anything, I think you'll see it is centered around what we talked about today, completing the value chain of Reach, adding more analytics capabilities, software, sensors, those kind of aspects, unique aspects into our service offering. Nothing planned as we speak. I think we've been quite busy recently. I think our team in Haugesund needs a break from working on transactions and focusing on serving clients and making profits for our shareholders.

Operator

The next question is, iSURVEY has not had stellar profits for a few years. Will Reach aim to reduce overhead by closing the office and billing staff and moving personnel, and the workshop to Haugesund?

Rachid Bendriss
Chairman of the Board, Reach Subsea

No. Not at all. I think this is primarily about, as I try to explain, revenue synergies. It's about expanding the scope and the service on our own business, utilizing the highly skilled iSURVEY organization. When looking at those numbers, there are, of course, a couple of things to be aware of. As of now, this is a business with NOK 220 million revenues, double-digit EBITDA margins. And for those of you looking at Norwegian registers, you will see that depreciation on this is pretty big. Has to do with historical goodwill associated with the 2013 transaction. It's not gonna be the same in our books. The key driver is doubling that business volume through survey projects.

We know what those margins are, and we know what that can be converted into. We have a pretty good playbook when it comes to this.

Operator

A few questions here on first on iSURVEY. How is EBIT compared to EBITDA in iSURVEY? What do you expect of revenues and margins for iSURVEY in 2022?

Rachid Bendriss
Chairman of the Board, Reach Subsea

That's a guiding question. We don't guide. I'm gonna refer to what we already said about this. Again, just saying that if you look at the depreciation numbers in the official Norwegian documents, that's a bit misleading compared to what you're gonna see in our books.

Operator

Another question is: How do you see the ramp-up plan for additional USVs beyond the first two which you will order now?

Rachid Bendriss
Chairman of the Board, Reach Subsea

That's a decision to be made. It hinges obviously on the first two, how those projects goes, the commercialization success, getting those into normal operation, so to speak, getting the cash flow out of that. It's also a discussion to be had at the board level, obviously. Wilhelmsen and ourselves are the ones who are gonna be making those decisions, so to speak. If it makes commercially sense, it's gonna be accelerated. If it doesn't, we're gonna need more time. Our sights are pretty firmly placed into the future. Our business in the future is gonna be remote, no questions asked.

Operator

Do you expect around not NOK 200 million CapEx also on future USVs?

Rachid Bendriss
Chairman of the Board, Reach Subsea

No, it's gonna be lower. Remember that those, the Reach Remote which you're looking at in the appendix, the Reach Remote CapEx you see in there is not necessarily all physical hardware CapEx. It's the cost of the project overall. Some of that investment is upfront investments which will benefit all other future USVs as well. The infrastructure, the onshore control facilities, and not least the feed and design costs that have gone into the first two that can be spread on other units. There's gonna be a learning curve effect as well in here. They're gonna be lower. That's all I can say.

Operator

Can you provide some details behind the assumptions for Reach Remote returns?

Rachid Bendriss
Chairman of the Board, Reach Subsea

At a later stage. At this point, we have a buzzword called the competition sensitivity. We will get there eventually. What I tried to show you now is maybe in a more normalized operational mode, normalized market conditions, providing cost savings for our clients, we still believe that those kind of numbers are achievable for such a concept.

Operator

Another question is, what is the projected financial impact of iSURVEY in 2022? Is it fair to assume that approximately half of its 2021 EBIT, given rollout in the second half of 2022?

Rachid Bendriss
Chairman of the Board, Reach Subsea

Again, back to guiding. We don't guide, but you're gonna follow our quarterly P&Ls. We have so far been, I think fairly proud of what we achieved. As I said, we have the playbook for how to deploy this into our business. It's not gonna be off the bat the first quarter, obviously. We're quite confident that this is gonna add significant to our business going forward.

Operator

Next question. Congratulations on some very positive news. When including debt, the Wilhelmsen investment, and potential warrants, have you made any estimates on how many USVs you now see as fully financed?

Rachid Bendriss
Chairman of the Board, Reach Subsea

A lot more than two, obviously. There is another aspect, of course, here, which is the cash generated from operations, which is another component of future equity, if you want. But it's not very hard to envisage 3-4x up on our Reach Remote business volume based on those funding sources available.

Operator

Can you say anything about the backlog for iSURVEY? How is the backlog for iSURVEY, current backlog for iSURVEY?

Rachid Bendriss
Chairman of the Board, Reach Subsea

All the questions on iSURVEY, I understand and appreciate the need for more financial info on iSURVEY. That will come in due course. I forgot to mention about the process. Of course, the prospectus will be out covering these two transactions over the next few months. You'll get a lot of answers in there. We'll also make sure that we prepare something more to shed some more light on this going in our first quarter presentation.

Operator

Those are all the questions we have for now.

Rachid Bendriss
Chairman of the Board, Reach Subsea

Okay. Thank you for your attention. Now, hopefully back to the finish of the Olympic biathlon competition.

Powered by