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Eitzen Maritime Services ASA

Eitzen Maritime Services ASA. Company presentation EGM October 29 th 2012. Important information.

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Eitzen Maritime Services ASA

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  1. Eitzen Maritime Services ASA Company presentation EGM October 29th 2012

  2. Important information Neither this presentation (the “Presentation”) nor any copy of it nor the information contained herein is being issued, and nor may this Presentation nor any copy of it nor the information contained herein be distributed directly or indirectly to or into, the United States, Canada, Australia, Hong Kong or Japan, or any other jurisdiction in which such distribution would be unlawful. By attending the meeting where this Presentation is made, or by receiving the Presentation, you agree to be bound by the following terms, conditions and limitations. This Presentation has been produced by Eitzen Maritime Services ASA (the “Company”) with the assistance of Pareto Securities AS (the “Manager") solely for the use as a company presentation at an extraordinary general meeting of the Company and may not be reproduced, or redistributed in whole or in part, to any other person. This Presentation is for information purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any of the Company’s shares or other securities. An investment in the Company involves a high level of risk, and any prospective investor must be able to suffer a loss of part or all of his investment in the Company. Several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company’s business, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments, fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. The Company does not intend, and does not assume any obligation, to update or correct any information included in this Presentation. See the prospectus for further description of certain risk factors. The information contained in this Presentation has not been independently verified. No representation or warranty (express or implied) is made as to the accuracy or completeness of any information contained herein, and it should not be relied upon as such. None of the Company or the Manager, or any of their parent or subsidiary undertakings or affiliates or any of such entities’ officers, employees, advisors or other representatives (collectively the “Representatives”), shall have any liability whatsoever arising directly or indirectly from the use of this Presentation. By attending the meeting where this Presentation is held, or by receiving the Presentation, you acknowledge that you will be solely responsible for your own assessment of the market, the market position of and the Company and its shares, and that you will conduct your own analysis and be solely responsible for forming your own view of the potential future performance of the Company and its business. The content of this Presentation are not to be construed as legal, business, investment or tax advice. Each recipient should consult with its own legal, business, investment and tax advisers to legal, business, investment and tax advice. Neither the Company nor the Manager, nor any of their Representatives, have taken any actions to allow the distribution of this Presentation in any jurisdictions in which such distribution would be unlawful. The distribution of this Presentation or any investment in the Company’s shares or other securities may be restricted by law in certain jurisdictions, and persons into whose possession this Presentation comes must inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or the Manager or any of their Representatives shall have any liability (in negligence or otherwise) for any loss howsoever arising from any use of this Presentation or its contents or otherwise arising in connection with the Presentation. THIS PRESENTATION AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES AND ARE NOT FOR PUBLICATION OR DISTRIBUTION TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)). THE SECURITIES OF THE COMPANY HAVE NOT AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. IN RELATION TO THE UNITED KINGDOM, THE PRESENTATION IS STRICTLY CONFIDENTIAL AND IS ONLY DIRECTED AT PERSONS WHO FALL WITHIN THE MEANING OF ARTICLE 19 (INVESTMENT PROFESSIONALS) AND 49 (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 OR WHO ARE PERSONS TO WHOM THE PRESENTATION MAY OTHERWISE LAWFULLY BE DISTRIBUTED. This Presentation contains certain forward-looking statements relating to the business, financial performance and results of the Company and the industry in which it operates. Forward-looking statements concern future circumstances and results and other statements that are not historical facts, sometimes identified by the words “believes”, “expects”, “predicts”, “intends”, “projects”, “plans”, “estimates”, “aims”, “foresees”, “anticipates”, “targets”, and similar expressions. The forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. None of the Company or the Manager or any of their Representatives provides any assurance that the assumptions underlying such forward-looking statements are free from errors nor do any of them accept any responsibility for the future accuracy of the opinions expressed in this Presentation or the actual occurrence of the forecasted developments. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to our actual results. This Presentation is dated 29 October2012. Neither the delivery of this Presentation nor any further discussions of the Company or the Manager with any of the recipients shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company does not undertake any obligation to review or confirm, or to release publicly or otherwise to investors or any other person, any revisions to the information contained in this Presentation to reflect events that occur or circumstances that arise after the date of this Presentation. The Manager and/or its employees may hold shares, options or other securities of the Company and may, as principal or agent, buy or sell such securities. The Manager may have other financial interests in transactions involving these securities. This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.

  3. Content About Eitzen Maritime Services ASA (EMS) The EMS Repositioning Funding situation

  4. EMS at a glance Seven Seas premises in Dubai • Stock listed on Oslo Stock Exchange (ticker code EMS) • Total operating revenue MUSD 520 in 2011 and MUSD 212in 1H12 • A large range of products • Marine Supply delivering all types of products • 50 % Food products (frozen fish and meat, fresh fruit and vegetables, dry goods, dairy, etc) • 10 % Bonded stores (tobacco, alcoholic beverages, etc) • 40 % Technical stores (cabin, deck, engine stores, fishing nets, etc) • Military supply: Seven Seas Group holds prime vendor contracts with US armed forces and NATO countries delivering impeccable service and products of high quality (mainly food) • Branches & locations: • 34 branch offices in 14 countries throughout 4 continents • 20 franchises • ~1,100 employees • ~150,000 deliveries per year

  5. Company, customers and market segments Key market segments Large presence, diversified customer base • Merchant fleet • Supplier to all kinds of vessels globally • Food & consumables represent ~70-80% of the volume, equipment the remaining • ~40-50%1) • Military • Mainly supply of provisions and bonded stores to military forces (vessels & bases) • Large storage capabilities in Middle East • ~25-35%1) • Offshore • Mainly provisions and stores through catering companies and supply vessel companies operating globally • ~10-15%1) • Other – cruise, ferry and fishing • Provisions, bonded stores, marine equipment and other supplies • ~10-15%1) 1) Indicative share of current revenue • Among the world’s largest Ship Supply companies with worldwide presence • Main customers are high quality ship owners, ship management companies, military and offshore operators • Military segment is based on a few “cost-plus” contracts • Merchant segment is primarily a quotation business • Offshore & Cruise, typically annual service contracts

  6. Steps from Strømme acquisition to today’s EMS 2012 New management team in place Operational and strategic reconsideration Several short term liabilities resolved 2011 Debt to equity conversion - exited Eitzen Group Improved balance sheet 2010 Refinancing – Amended agreement with bondholders and share issue 2008 Acquisition of Seven Seas Shipchandlers (Middle East) EMS becomes world leader in ship supply 2007 Acquisition of Provimar (Mediterranean, Iberian peninsula, Americas) 2006 Eitzen acquisition of Strømme (Northern Europe and Singapore)

  7. The business landscape EMS today Global Fuji Wrist Combined Company International HMS EMS Provimar Sinwa Regional Klevenberg Seven Seas Kloska Gulf Ship Chandlers Saifee Mares Local 400 500 50 100 200 Turnover (MUSD) Source: Company

  8. Global platform Ship Supply locations September 2012 headcount Norway, ~6 employees Argentina, ~16 employees Germany, ~35 employees Gibraltar, ~7 employees Morocco, ~6 employees The Netherlands, ~37 employees Portugal, ~24 employees Singapore, ~55 employees Spain, ~215 employees Middle East, ~601 employees Uruguay, ~17 employees – discontinued USA, ~28 employees Eitzen IT, ~25 employees Headquarters, 4 employees *Middle East includes UAE, Bahrain, Qatar, Kuwait, Oman and Djibouti Main offices Regional / agent offices by country Partners

  9. Substantial growth in EMS’ core market Growth in world merchant fleet 2011 - 2015 # of vessels* 20% growth next 3-4 years Source: Clarksons * Larger ships within key segments of a certain size . Growth in smaller segments also represents increased market opportunities for EMS • Strong long-term macro trends for shipping: • Globalization • International division of labor set to continue • High tech communication facilitates trade and logistics • Industrialization of developing countries • High demand for raw materials and energy • Large infrastructure investments • Strong increase in economic strength for BRIC area • Unmatched cost advantage of shipping • 95% of intercontinental trade is transported by sea • Efficient and competitive means of transport are necessary to facilitate globalization and world trade growth • Environmentally most effective mode of transport per unit carried – and continues to improve

  10. Operational set-up CEO Morten Persen Global Sales & Marketing Mikael Karlsson CFO Ole A. Gulsvik Business control Chief Acc. Bjørn Hollseter Middle East & Americas Peter Machado Iberia & Holland Per Lokkegaard Eitzen IT (Cubisol) Henrik Hyldahn Spain Netherlands UAE United States Asia & Products Kjetil Gulliksen Portugal Argentina Qatar Singapore Gibraltar Djibouti Norway Morocco Oman Germany Bahrain Executive Management

  11. Management/Key personnel Morten Persen, CEO Morten Persen (born 1957) has served as the CEO of Eitzen Maritime Services ASA since 16 October 2011, replacing Peter D Knudsen. Morten Persen has several years of management experience focused on operations, restructuring, line management, board representation, as well as international commercial and legal negotiations.. Morten Persen has previously been head of his own advisory firm and been employed in Aker ASA, Aker Oil & Gas ASA, Wikborg Rein & Co and the Norwegian Ministry of Finance. He holds a Law Degree from Oslo University. Morten Persen is a Norwegian citizen and resides in Norway. Morten Persen owns 200.000 shares of EMS Ole Anton Gulsvik, CFO Ole Anton Gulsvik (born 1973) joined Eitzen Maritime Services ASA January 2012, replacing Andreas Reklev. Ole Anton Gulsvik has several years of experience from capital markets – lastly with Carnegie Investment Banking. His core areas of expertise lies within financial restructuring and shipping related companies – including Eitzen Maritime Services ASA which he work extensively with in 2010 and 2011. He was previously working as Senior Analyst within Equity Research in Handelsbanken Capital Markets. He holds a MSc within Civil Engineering from Norwegian University of Science and Technology (NTNU). Ole Anton Gulsvik is a Norwegian citizen and resides in Norway. Ole Anton Gulsvik owns 100.000 shares of EMS. Peter Paul C. Machado, Senior VP – Asia and Americas Peter Machado (born 1956) is a Senior Vice President of Eitzen Maritime Services ASA.  He is the General Manager of Seven Seas Shipchandlers covering the Middle East, Afghanistan and Africa, and is responsible to follow up the EMS subsidiaries in Asia and the Americas. Captain Machado sailed with Scindia Steam Navigation India and KLTT Kuwait in various ascending deck and navigation capacities including Captain-in-Command.  He was also the Fleet Manager at KLTT before joining Seven Seas as Group General Manager. In addition to the professional Class 1 Master FG certification, Captain Machado holds a MSO (Master of Ship Operations) from the Centre of Advanced Maritime Studies, Glasgow, UK.  Captain Machado is an Indian citizen and resides in Dubai, United Arab Emirates. Per Løkkegaard, Senior VP - Europe Per Lökkegaard (Born 1969) is a Senior Vice President of Eitzen Maritime Services ASA. He is the General Manager of EMS Spain S.A.U. and is responsible to follow up the EMS subsidiaries in Europa. He has been the VP-Sales & Marketing of EMS and held several senior positions within sales and marketing in Provimar S.A and ROCA S.A. Inicially he was stationed as a Danish Diplomat and Commercial Responsible for the Carribbean based out of San Juan, Puerto Rico. Lökkegaard holds a Bs in International Economics from Denmark as well as an Executive MBA from ESADE Business School in Barcelona. He is a Danish citizen who has lived outside Denmark since 1992 among others in the US, Puerto Rico and Spain, where he has been living for the last 19 years.

  12. Content About Eitzen Maritime Services ASA (EMS) The EMS Repositioning Funding situation

  13. Financial EMS unique features Operational Strategic EMS today Ability to take out operational scale Fuji Wrist Combined Company HMS EMS Provimar Sinwa Klevenberg Seven Seas Kloska Gulf Ship Chandlers Saifee Mares Turnover (MUSD) Source: Company EMS has historically been run as several isolated units and has not been able to benefit from its size and market presence The competing landscape still has an overweight of small and local suppliers enabling EMS to differentiate itself and capitalize on its larger size and global presence. Ship operators need to save money and find efficient partners Long term business plan involves positioning of EMS to harvest on its unique features and targets sustainable market leading margins

  14. Financial The EMS repositioning Operational Strategic Strategic (second wave) Financial Operational (first wave) • New strategic approach – One Global Company • Sales matrix from geographic specific to sector specific related to global customers • Take control over business from a centralized set-up; creating one integrated company • “Grow-to-fit” using automated and customer integrated solutions (increased investments in control systems and IT) • Convert bond loan to equity - improve solidity • Renegotiate and/or refinance expensive and short term debt (local financing) • Improve liquidity in subsidiaries through new funding sources • Create financial headroom to too stabilize profitability, explore longer term strategy and reinstated internal and external company confidence • Secure and renew military contracts in Dubai & Europe • Operational restructuring in Spain & Netherlands • Reduce head-quarter costs • Shut down non-strategic and non-profitable business • Focus on key accounts and control systems “Stop the bleeding” Immediate cost cuts & profitability improvements “Rebuild the company” From several stand alone companies to one integrated global company 2010-2012 2012-2013 2013 -> “Crisis Actions” Financial restructuring, new funding & ownership consideration

  15. Financial First Wave roadmap (Financial) Operational Strategic • Convert bond loan to equity - improve solidity • Renegotiate or pay down expensive short term debt • Improve liquidity through new funding sources • Clean up old financial issues (cash & non-cash) • Capital to fund 1. wave • Financing through 2013 + fund the Second wave analysis phase Comment Status Tasks Equity ratio from ~10% to ~40% ~MUSD 1 remaining (Nov) MUSD 35 in new ASA funding secured last 12 months Strategic support from key stakeholders In progress (guaranteed) Completed Ongoing 2012-2013 Outstanding

  16. Financial First Wave roadmap (Operational) Operational Strategic Tasks Status Comment • Focus sales team on large clients (key accounts) • Reduce HQ costs • Centralize Product/Strømme platform in Singapore, Germany and Norway • Focus on local cost levels and processes to reduce local costs • Operational restructuring plan Spain & Netherlands • Initiate IC sourcing project and European Procurement Pilot • Shut down high risk & non-profitable business (Kuwait + Uruguay) • Secure military contracts • Set-up Group control & BI systems Completed Ongoing Outstanding High attention –continous process High attention - long process High attention – long process

  17. Financial Second wave focused on efficiency and scalability Operational Strategic Ship Supply only Local Regional Central Automated Strategy 2017 2012 First wave Second wave Back-office & administration Local functions Gradual transformation will reduce upfront costs & implementation risk Procurement/ logistic Sales, Marketing & Quotation Front-end & delivery IT & Automation roadmap built around the new strategy Through automation and improved work processes the Company will gradually transform from several stand alone units to One global EMS

  18. Financial Second wave key components Operational Strategic Ship Supply (SS) • Central global sales set-up • Centralize customer relation and ownership • Commercial sales split in responsibility areas to improve focus vs. the current geographic responsibility segmentation • Offer a unified solution within each business segment to reduce costs, improve operational control and enhance the EMS brand • Network supply chain set-up • Increased procurement collaboration across branches to improve purchasing power • Focus on core product line and reconsider the stock/warehouse cost-benefit level • Improved operational administration • Restructure the ERP and reporting set-up to enhance business intelligence, business transparency and business control • Expand the automation engine to reduce the risk and cost level per quote, per delivery and per supply orders • Expand business concept • Offer existing clients a unified service in new markets through pure delivery offices and partnerships • Consider ownership control only when volumes and structure is satisfactory Military Ship Owners Ship Mgmt Offshore** Catering Sales level MUSD 130 MUSD 140 MUSD 140 Share of SS sales n.m. ~50% ~50% Market share (indicative)* n.m. ~6% ~3%* Targeted growth areas MUSD 100** *Offshore & Catering only food, others incl. tech items **Upside potential in Offshore not included but part of new go-to-market plan Current core business segments Targeted growth areas through new offerings Hypothesis: Possible to increase sales with USDM 100 in Ship Supply without adding costs • EMS to piggyback on the market trend with larger customer preferring fewer number of suppliers with central controlled agreements • Increased focus on Offshore & Catering through new go to market approach and partnerships

  19. Financial Second Wave roadmap Operational Strategic • Prepare for second wave (plan & pilots) • Draft long term business plan • Prepare IT development roadmap & IT tools to new strategy • Rebuild customer matrix to improve focus and specialize customer “products” • Initiate new Go-To-Market pilots to test feasibility • Analyze new market opportunities • Analyze supply chain structure • Finalize plan & implementation process • Secure funding to implement (if needed) • Roll out plan Comment Tasks Status Completed Ongoing Outstanding Year end 2012 From geographic to sector H2 2012 H2 2012 H2 2012 Medio 2013 Ultimo 2013 2014-2017 Ambition for Second Wave: 6 % EBITDA margin

  20. Financial Targeted projects to increase profitability potential Operational Strategic Illustrative profitability potential Improved profitability potential in second wave initiatives Reduced sales and non - renewalofmilitarycontracts Initiatedoperational improvement projects 2013-2017 Drop due to weak market & internal financial issues Second wave run-rate potential First wave run-rate potential Previous run rate (ex one offs) Current run rate (ex one offs)

  21. EMS repositioning at a glance A world leading ship supplier • Global reach and diversified customer base • Consolidation among customers is expected to continue (ship managers and caterers expected to grow) • Customers are increasingly moving towards fewer suppliers with abilities to serve them globally Strong position within the military segment • Through Seven Seas, EMS is an important supplier to Military customers in Middle East • Excellent reputation as a first class supplier of food and general supplies to Military customers • Contracts representing approximately MUSD 100 annual turnover now secured • Large scalability in operations with significant potential for margin improvements • 1% margin improvement equals EBITDA increase of MUSD 4-5 per year and lowering WC assets DSO by 1 day improves cash balance with more than MUSD 1 Large scalability allows margin improvements • Management team in place which has implemented several cost cutting initiatives • Operational restructuring for Spain and Netherlands initiated and bearing fruits • Exited Non-profitable/non-strategic businesses in Kuwait and Uruguay Short term restructuring ongoing • Will transform EMS from several stand alone companies to one integrated global company • Hypothesis MUSD 100 in increased sales within the Ship Supply business • MUSD 15 of new equity secures sufficient financial headroom to enable operational improvements Long term operational growth plan initiated

  22. Content About Eitzen Maritime Services ASA (EMS) The EMS Repositioning Funding situation

  23. Proposed transaction – MUSD 15 rights issue • Additional funding to the parent company of MUSD 15 is required to shift focus from financial restructuring to operational improvements • The proposed MUSD 15 rights issue is expected to cover the company’s funding need throughout 2013 related to • financing cost • payment of reserved provisions • working capital • initiation of 2. wave actions • 70% of the proposed MUSD 15 rights issue is guaranteed and pre-subscribed. The remaining funding need is secured through either the rights issue and/or Payment in Kind over the unsecured bond loan.

  24. Capital structure pre and post proposed share issue Distribution of enterprise value (illustrative) • MUSD ~50m of interest bearing debt • Bank debt of MUSD 16.1m • 1. priority loan of MUSD 1.4 maturing in Nov-12 • Unsecured loan of MUSD 32.6 maturing in October 2014 • Net unfunded requirement of MUSD 15m • Market capitalization of MUSD ~ 15m pre-issue • Rights issue increases MCAP with MUSD 15m • Post money MCAP depending on pre-money issue price • Unrestricted cash per end of Q2 2012 was MUSD 13.9 (not included in figure) *** *Estimated MUSD 15 in net unfunded capital = gross capital need adjusted for expected cash flow from operations in 2013 ** Market cap as of 17. September assuming NOK 0.74 share and USD/NOK 5.7. ***For illustrative purposes only. Post money MCAP will depend on pre-money issue price MUSD

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