Presentation 2. Quarter 2002
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Presentation 2. Quarter 2002 August 22, 2002 Forward Looking Statements This presentation may contain projections and other forward looking statements within the meaning of section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These projections and statements reflect the Company’s current review with respect to future events and financial performance. No assurance can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as result of certain factors. A discussion of these factors is included in the Company’s periodic reports and other documents filed with the Securities and Exchange Commission. This presentation does not constitute an offer to sell, or a solicitation of an offer to buy any securities, by any person. 2 Highlights January – August 2002 February: ¾ Start of drilling operations for 1st rig, Leiv Eiriksson March: ¾ Sale of Baredeck 3 and 4 for USD 43 million ¾ Maritima award April: ¾ USD 25 million equity issue May/ June ¾ Private Placement of USD 30,1 mill (36,4 mill. shares) ¾ Short term financing USD 52,9 mill. (convertible bond) August ¾ Private Placement of USD 35 mill as mandatory convertible bonds ¾ Conversion of existing debt + subsequent issue 3 The Bingo 9000 concept ¾ Variable Deck Load: 7,200 mt ¾ Total Payload: 14,000 mt ¾ Operational displacement of 53,400 mt ¾ Water Depth: 2,500 - 3,000 m ¾ Powerful DP station keeping systems for ultra-deep water operations - six thrusters, total 33,000 kW ¾ Mechanized and automated pipe handling ¾ Building drill-pipe stands while drilling ¾ Abt. 20% increase in operating efficiency (Compared to typical 4th generation rigs) 4 Strategic goals ¾ Finalize the construction of Eirik Raude and start operations outside Canada ¾ Secure continued operations of Leiv Eiriksson in West Africa or elsewhere ¾ Reorganize from a project into an operating organisation ¾ Strengthening the financial position of the Company ¾ Develop the Company as an independent, world wide, ultra deepwater drilling contractor ¾ Take advantage of the Company’s position as the owner and operator of the two most modern and unique drilling units in the world ¾ Look for strategic alliances within the industry to expand the Company 5 Funding May/June 2002 ¾ Private Placement of USD 30.1 mill. at NOK 8 per share (31.3 mill. new shares) ¾ Subsequent Issue towards smaller shareholders ¾ Loan structure, total USD 52.9 mill. (incl. of subsequent issue) ¾ Loan proceeds USD 43.0 mill. ¾ bonds with face value of USD 1, 400, issue price USD 1,140 ¾ unsecured, zero coupon ¾ final maturity 13 May 2003 ¾ Private Placement of 5.2 mill. shares at NOK 8 per share (total USD 5.0 mill.) ¾ Private Placement of 35.6 mill. warrants ¾ 4 classes with maturity within 1 year ¾ Strike NOK 8 ¾ Calculated total value USD 4,9 mill. (price per warrant USD 0.14) ¾ Pre-committed by larger shareholders ¾ Subsequent Issue towards smaller shareholders New number of shares outstanding (before warrants): 190,6 mill. 6 New financing in August / September 2002 ¾Private Placement (PP) of USD 35 mill 3 year zero coupon mandatory convertible at NOK 3.50 per share ¾ Pre-committed by larger shareholders ¾Loan conversion (subscribers in the private placement may convert existing bonds 1:3) ¾ Up to the full amount of the zero coupon USD 52.9 mill May 2002/2003 convertible ¾ Up to NOK 190 mill (incl. discounted principal and accrued interest) of the NOK 200 + 300 mill 2000/2005 convertibles ¾Subsequent Issue (SI) of up to USD 10 mill on similar terms towards smaller shareholders with subscription in September ¾Warrants (one warrant per “new” share) to subscribers in the private placement ¾ Strike price NOK 1 per share, exercisable from Oct 15 to Oct 31 ¾ Exercisable only if - Delivery of the rig delayed beyond October 15 - Cost overrun exceeding USD 8 mill above current budget ¾Immediate cash effect from PP/SI equals USD 35 – 45 mill, maximum cash effect from conversion equals about USD 18,9 mill in 2002 and about USD 37,1 mill in first half 2003. 7 Summary of New Financing TOTAL AMOUNT NO OF NEW DILUTION TRANCHE PROPOSED FINANCING ($M) SHARES* (%) COMMENT A Private placement 35,0 76,0 Pre-committed B May 2002/2003 Conversion 52,9 114,9 Subscriptions on Aug 23 C 2000/2005 Conversion 25,0 54,3 Subscriptions on Aug 23 D Subsequent Issue 10,0 21,7 Subscriptions medio Sep Total new shares (ex warrants) 122,9 266,9 Existing number of shares 190,0 Total number of shares 456,9 41,6 Conditional warrants 35,1 266,9 Only if further cost overrun and/or delay Total new shares with warrants 158,0 723,7 36,9 Cash effect Aug - Sep 35 - 45 Cash effect remainder of 2002 (ex warrants) up to 18,9 Cash effect first half of 2003 up to 37,1 USD1 = NOK 7,60 Conversion price NOK 3,50 and Warrant strike price NOK 1 *Note: Assuming full concersion of tranche B & C 8 Balance Sheet (NOK millions) 2 Q 2001 4 Q 2001 2 Q 2002 Rigs 7 039,6 7 572,2 8 300,5 Other non-current assets 84,9 131,2 83,9 Receivables 20,9 61,3 144,2 Cash 139,1 423,7 320,4 TOTAL ASSETS 7 284,5 8 188,4 8 849,0 Shareholders equity 3 307,1 2 803,3 4 207,8 Convertible bonds 500,0 1 052,5 500,0 Other non-current debt 3 266,4 4 008,2 3 346,5 Short term debt 324,9 Other short term debt 211,0 324,4 469,8 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 7 284,5 8 188,4 8 849,0 Number of shares (end of quarter) 56 077 56 077 190 626 Weighted average number of shares 50 398 56 077 161 821 Exchange rate NOK - USD 9,33 9,03 7,45 9 Rig Capital Cost and Financing U SD m illion Leiv E iriksson E irik R aude Total Construction cost as of June 2002 392 493 885 Constuction cost to completion 0 34 34 C apitalized interest (to com plete) 75 99 174 Total rig construction cost (*) 467 626 1093 (* ) -Costs in USD are prepared by using historical exchang e rates Long term debt financing U SD m illion Type Amount Fixed rate 10,25% Bonds 1998/2008 225,0 Floating rate loan Bonds 1998/2008 125,0 Floating rate loan Forties Bank syndicate 99,2 13 % bond N O K 200 m ill** C onverible B onds 25,0 11% bond NOK 300 mill** ConvertibleBonds 37,5 Long term financing 511,7 USD 52.9 million short term loan* Short term Bond 52,9 Total debt financing 564,6 * N ote: up to U S D 52.9 m ill m ay be converted to M andatory B onds ** N ote: up to N O K 200 m ill m ay to be converted to Mandatory Bonds 10 Income statement (NOK millions) 2 Q 2001 4 Q 2001 2 Q 2002 Revenues 2,0 3,9 125,5 Operating expenses 72,0 199,3 150,9 EBITDA -70,0 -195,4 -25,4 Depreciation 1,0 252,5 32,6 Operating result -71,0 -447,9 -58,0 Net interest expense -3,4 -28,3 -21,9 Net agio -58,4 -67,7 494,4 Result before taxes -132,8 -543,9 414,5 Net result -132,9 -544,1 414,5 Basic earnings / loss per share (NOK) -2,64 -9,70 2,56 Diluted earnings / loss per share (NOK) -2,64 -9,70 2,29 Average exchange rate NOK - USD 9,03 8,90 8,19 11 Analysis of Operating cost per day USD/day *1000 120 112 109 100 98 97 100 96 96 96 95 95 95 87 84 85 84 80 78 73 73 Operating cost gross Less stock build up 60 Less stock & USD val. Labour 40 20 - February March April May June July 12 Finalization of Construction, Eirik Raude ¾ Ready to start operation for EnCana: Primo October 2002 ¾ Start of Sea trials planned around September 10, 2002 ¾ Implementation Leiv Eiriksson experiences ¾ Transfer of 10-15 key personnel from Leiv Eiriksson ¾ Simultaneous approval of all systems and functions with EnCana ¾ Final stage of sea trials on location ¾ No second BOP test needed ¾ Various remedies implemented to avoid further cost overruns and delays 13 Reasons for cost overrun / delayed completion Cost overrun of USD 40 million refers to postponement of completion and reflect mainly more labour and engineering hours for a 5 weeks delay. In addition USD 5 mill refers to lost revenue for the same period ¾ Reduced efficiency during final stages of “mechanical completion” at HSY ¾ Not enough focus on cable laying during June due to priority on “mechanical completion” ¾ Outstanding “punch items” (uncompleted work from HSY) much higher than first anticipated ¾ Commissioning phase for certain equipment and systems was postponed due to lack of readiness following completion 14 Remedies implemented / critical path ¾ Change of project management at site (end of June) ¾ Operations team participation in the project management team ¾ Various to improve efficiency: ¾ Direct agreements with subcontractors ¾ Subcontractors meeting with increased demand to performance ¾ Frequent rig inspections and supervisory personnel presence ¾ Improved communications ¾ Operations team participates onboard ¾ Review of work force reduction opportunities ¾ Establishment on focused projects (accommodation, HVAC, drilling equipment, telecom, cabling) ¾ Improved planning tools and reporting ¾ Reduction in overtime, basically 8 hours day. ¾ Reduced manning ¾ Critical path: ¾Cabling w/ termination and hot loop testing ¾Commissioning ¾Sea trials 15 Angola - Leiv Eiriksson ¾ Contract Term Five firm & six optional wells (10-22 months).