THE THE LE LEAD ADIN ING FE FERR RRY CO COMP MPAN ANY IN IN NO NORWA RWAY
Credit Investor Presentation
NOK [1,000]m Senior Unsecured Bond Issue
November 2017
Credit Investor Presentation NOK [1,000]m Senior Unsecured Bond - - PowerPoint PPT Presentation
THE THE LE LEAD ADIN ING FE FERR RRY CO COMP MPAN ANY IN IN NO NORWA RWAY Credit Investor Presentation NOK [1,000]m Senior Unsecured Bond Issue November 2017 IMPORTANT INFORMATION (1/2) This Presentation (the Presentation")
NOK [1,000]m Senior Unsecured Bond Issue
November 2017
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This Presentation (the “Presentation") has been produced by Fjord1 ASA (the “Company”) solely for use in connection with a contemplated offering of bonds by the Company (the “Bonds”) initiated in November 2017 (the “Offering”) as described herein, and may not be reproduced or redistributed in whole or in part to any other person. Fjord1 ASA has mandated DNB Markets and Nordea Bank AB (publ), filial i Norge (“Nordea”) as global coordinators and joint lead managers and Fearnley Securities and SpareBank 1 Markets as joint lead managers (collectively the “Managers”). This Presentation is for information purposes only and does not in itself constitute an offer to sell or a solicitation of an offer to buy any of the Bonds. By attending a meeting where this Presentation is presented, or by reading the Presentation slides, you (the “Recipient”) agree to be bound by the following terms, conditions and limitations. The information contained in this Presentation is furnished by the Company and 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 Managers or any of their parent or subsidiary undertakings or any such person’s directors, officers, employees, advisors or representatives (collectively the “Representatives”) shall have any liability whatsoever arising directly or indirectly from the use of this Presentation or otherwise arising in connection with the Offering, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. The Recipient accepts the risks associated with the fact that only limited investigations have been carried out by the Managers in relation to the Company and the Offering. The Recipient acknowledges that it will be solely responsible for its own assessment of the Offering and the market, the market position and credit worthiness of the Company. The Recipient will be required to conduct its own analysis and accepts that it will be solely responsible for forming its own view of the potential future performance of the Company, its business and the Bonds. The content of this Presentation is not to be construed as legal, credit, business, investment or tax advice. The Recipient should consult with its own legal, credit, business, investment and tax advisers to receive legal, credit, business, investment and tax advice. AN INVESTMENT IN THE COMPANY INVOLVES SIGNIFICANT RISK AND 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. A NON-EXHAUSTIVE OVERVIEW OF RELEVANT RISK FACTORS THAT SHOULD BE TAKEN INTO ACCOUNT WHEN CONSIDERING AN INVESTMENT IN THE BONDS ISSUED BY THE COMPANY IS INCLUDED IN THIS PRESENTATION. 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. Certain information contained in this presentation, including any information on the Company’s plans or future financial or operating performance and other statements that express the Company’s management’s expectations or estimates of future performance, constitute forward-looking statements (when used in this document, the words “anticipate”, “believe”, “estimate” and “expect” and similar expressions, as they relate to the Company or its management, are intended to identify forward-looking statements). Such statements are based on a number of estimates and assumptions that, while considered reasonable by management at the time, are subject to significant business, economic and competitive uncertainties. The Company cautions that such statements involve known and unknown risks, uncertainties and other factors that may cause the actual financial results, performance or achievements of the Company to be materially different from the Company’s estimated future results, performance or achievements expressed or implied by those forward-looking statements.
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Neither this 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 Canada, Australia, Hong Kong, Italy, Japan, the United Kingdom or the United States (or to any U.S. person (as defined in Rule 902 of Regulation S under the Securities Act)), or to any other jurisdiction in which such distribution would be unlawful, except as set forth herein and pursuant to appropriate exemptions under the laws of any such jurisdiction. Neither the Company nor the Managers, nor any of their Representatives, have taken any actions to allow the distribution of this Presentation in any jurisdiction where action would be required for such
persons into whose possession this Presentation comes should inform themselves about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the applicable securities laws of any such jurisdiction. None of the Company or the Managers 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
undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state
This Presentation is dated November 6, 2017. Neither the delivery of this Presentation nor any further discussions of the Company or the Managers with the Recipient or any other person shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such
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 Managers and/or its Representatives may hold shares, options or other securities of the Company and may, as principal or agent, buy or sell such
ANY INVESTOR INVESTING IN THE BONDS IS BOUND BY THE FINAL TERMS AND CONDITIONS FOR THE BONDS, AND THE OTHER TERMS SET OUT IN THE SUBSCRIPTION MATERIAL FOR THE OFFERING. 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.
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1 3
Introduction Market overview
2
Company overview
4
Financials
5
Risk factors
6
Appendices
5
Ferries
Transported People (million)
Passenger Vessels
Employees
Revenues (NOKbn)
Transported Vehicles (million)
EBITDA (NOKbn)
Contracted Backlog (NOKbn)
Key facts & figures
Note: Figures as per 2016
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Norwegian market leader
market, in terms of market share, profitability and
solutions
Non-cyclical industry with high barriers to entry
contracts
transparent political environment
Strong financial position with record-high backlog
geographical locations
term visibility
Experienced management with track record
and towards growth with high tender activity and success
corresponding growth in profitability
27% 1% 49% 2% 21% 19% 2013 2015 13% 33% 17% 21% 2012 2014 28% H1 2017 2016 EBITDA margin 2009 31.7 2007 31.4 2013 32.9 34.8 34.0 2011 2010 2008 31.4 30.8 35.0 2012 2014 2016 34.0 34.5 2015 Car equivalents (PCE in millions) 2,387 2015 2,356 2014 1,373 2012 2,386 2,349 2,230 2013 H1 2017 2016 Revenues in NOKm
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1 3
Introduction Market overview
2
Company overview
4
Financials
5
Risk factors
6
Appendices
8
Fjord1 is the leading provider of road connectiong ferry services in Norway
authorities and communities
boats, catering and tourism, in addition to a 34% ownership in the airline company Widerøe
part of Norway
vessels and operations
commenced under the name Nordre Bergenhus Amts Dampskibe
cap in excess of 4.0bn
fjord crossing
47 ferry connections Ferries Passenger boats Catering Tourism
Sogn og Fjordane
passenger and combi boats
fruits and nutritional food
vessels
iconic Norwegian fjords
NOK 2,062m NOK 101m** NOK 188m NOK 21m** # 2016 revenues
Note(*): based on passengers transported. Note(**): based on proportional ownership
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..with best-in-class operational excellence
Fjord1 is a leading logistics company
(limited volume risk) Leading market position built on:
established market presence
large fleet
Security system & control
Reduced marine accidents by 96% in the period 2012-2016 as a result
develop the Group’s safety and management systems
Design & Development
Through a joint effort with suppliers Fjord1 has designed and developed a cost effective and environmentally friendly ferry fleet (fuel, logistics, environment)
Energy efficiency
Fuel efficiency, optimizing power
Transport logistics
Transport logistics, efficiency in day-to-day operations (terminal time, sailing time, maintenance, crew logistics, cost-effectiveness)
Operations efficiency
Efficiently operating a large fleet of ferries across the Norwegian coastline
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Experienced Management team with track record
Dagfinn Neteland – Chief Executive Officer
ASA, CEO of Gjensidige Vest and Regional Manager of Nordea
Andrè Høyset – Chief Operating Officer
Fjord1 including Head of IT and Project Director
Deon Mortensen – Director Technical and HSE
Fylkesbaatane AS, Technical Director of STX Norway Florø and Project Manager of Odfjell SE
Anne-Mari Sundal Bøe – Chief Financial Officer
Invest AS and Senior Manager in PwC
Tor Vidar Kittang – Project Director
leader
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Core business focus has supported momentum in EBITDA margins
1,373 2,396 2,242 2,349 2,356 2,387 2,980 3,023 2,922 449 681 479 456 410 310 485 631 578 33% H1 2017 2016 28% 201 5 21% 2014 19% 201 3 17% 2012 13% 2011 16% 2010 21% 2009 20% EBITDA margin EBITDA Revenue
…ensuring strong cost control, improved operations and stronger profitability
Cost initiatives materializing, creating strong momentum in profitability. Strong growth on the back of winning new higher margin contracts and declaration of options / additional revenue under existing contracts
…to partly private ownership with a strong focus on core business segments…
In 2011, Havilafjord acquired 41% of shares, and the company started divestment of non-core business segments (road freight transportation and bus operations), enabling a stronger focus on core business throughout the organization. At the same time, the company started a ramp-up of new contracts and wind-up of legacy routes New management in place in 2014 and initiation of cost improvement- and modernization program
From being a joint holding company for transportation services companies…
Fjord1 has emerged following several mergers and business combinations. From 2001, the company was owned by the municipalities Møre og Romsdal and Sogn og Fjordane..
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..Comprising a diversified portfolio backed by Norwegian governmental bodies
Tender Start-up End Option Type Regulation Vessels PCE capacity 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 Sulapakken
Gross Ferry index 5 2.4m Hordaland 1
Gross Ferry index 8 1.7m Hordaland 2
29 Gross Ferry index 6 1.2m Brekstad – Valset
29 Gross Ferry index 2 0.3m Boknafjorden
25-29 Gross Ferry index 5 4.8m Anda – Lote
28 Gross Ferry index 2 0.8m Fylkesvegsamband Sogn & Fjordane Gradually from 16
26/27 Net Ferry index 5 0.5m Lokalbåt Sogn og Fjordane
21-22 Gross Salary/fuel + CPI 3
21 Sub supplier Net Ferry index 1 0.2m Romsdalspakken
20-21 Net CPI 5 2.5m Nordøyane
Gross Ferry index 2 0.2m Sølsnes-Åfarnes
19-21 Gross Ferry index 1 0.8m Indre Sunnmøre
20 Net Ferry index 3 0.6m Nordmørspakken
20 Net Ferry index 7 1.6m Midtre Sunnmøre
19 – firm Net CPI 4 2.3m Indre Sogn
Gross Ferry index 4 1.7m Bjørnefjorden/Boknafjorden
Gross Ferry index 6 4.7m Flakk – Rørvik
Net CPI 3 1.0m Refsnes – Flesnes
Sub supplier Net CPI 1 0.2m Firm Fylkesveg Møre og Romsdal
Net CPI 2 0.1m Nordfjord
Net CPI 1 0.8m
Option
Ytre Sogn
Net CPI 2 0.1m
revenue with minimal price and volume risk provide long term visibility
receives a pre-agreed contribution and has no risk on transported volume or ticket revenue
somewhat more dependent on the transportation volume. Most new contracts expected to be on gross structure
protecting the company from cost-inflation risk
Current contract portfolio
Note(*): 16 of the contracts are operated today, whereas remaining 6 will be initiated in coming years. Two of the contracts are operated by sub-suppliers, whereof Flakk-Rørvik is operated by Fosen Namsos and Refsnes-Flesnes is operated by Torghatten Note (**): The Nordfjord and Ytre Sogn contract are included in the new contract for Fylkesvegsamband Sogn & Fjordane with Fjord1 as operator
contracts with public road authorities, being state agencies and county municipalities
with 22* contracts covering 47 ferry connections
largest contracts and recently won the 6th largest
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Modern fleet with diverse capacity distribution
flexibility and a strong competitive advantage as a number of contracts contain requirements for one or more back-up ferries in the event of engine failures and other operational disruptions
not all of the Company’s ferries are in day- to-day operations
may charter vessels to third parties
total capacity of 5,112 passenger car equivalents
and contracts awarded for another 6 vessels
PCE, with size ranging from 242 PCE to 11 PCE
usually depreciated over a 30-year period
21 18 16 2 10 3 6 2 27 200+ PCE 100-150 PCE 50-100 PCE 23 1 1 0-50 PCE 24 Contract awarded* Under construction Existing
Fleet capacity distribution (PCE)
2,500 35 30 500 3,500 1,000 15 5 10 1,500 3,000 25 2,000 20 31 3 2 # of vessels 16 9 <6 years > 20 years 6-10 years 11-15 years 16-20 years
Age/Value distribution of existing ferries
Note (*): Including four existing vessels to be upgraded to hybrid propulsion
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Front runner in reducing emissions – key competitive advantage going forward
and environmentally friendly ferry solutions
and today operate a fleet of 12 LNG ferries, including the worlds largest
batteries and LNG
fuel on two of its ferries
LNG, two on bio diesel and one hybrid operating on LNG and marine gas oil
construction, constructed to run on electricity only, with alternative energy solutions as back-up and contracts awarded for another six vessels
investments in measures to reduce the release of NOx, e.g. replacing older engines with Tier II certified engines
engine replacement 2000 The first gas-powered ferry MF «Glutra» 2011 Twelve gas-powered ferries 2015 MF «Fannefjord» - the first LNG-hybrid ferry 2016 «Vision of the Fjords» - Hybrid technology 2018 Starting first contract with zero-emission 2018 «Future of the Fjords» - fully electric
Environmental milestones
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Tenders won over the past two years represent a gross value of NOK 15.2bn
well as carry reconstruction of some existing vessels
Havyard Ship Technology AS, Tersan (Turkey) and Fjellstrand, regarding 13 new builds for delivery in 2017- 2019, all ferries will have hybrid propulsion
contracts recently won. In addition, four existing vessels will also be upgraded to hybrid propulsion for the Hordaland 1 & 2 contracts
during 2017-2019
leading banks regarding funding of the capex program
typically structured with 10-30% advance payments and 70-90% payable on delivery
time to time do investments’ in the infrastructure adapted to the electricity or hybrid based propulsion technologies, as Fjord1 is responsible for the relevant infrastructural construction
the respective contract counterparty or repaid in full over the duration of the contract with a margin
Tenders won by Fjord1 the past two years
Tender Current operator Contract period Gross firm value (NOKm) # of option years Anda-Lote Fjord1 2018-2027 752 1 Brekstad – Valset Torghatten 2019-2028 671 1 Bokna-/Bjørnefjorden Fjord1 2017-2018 1,933
Fjord1 2019-2024 3,176 5 Hordaland 1 (7 connections) Torghatten (4) Norled (3) 2018/2020-2029 3,573 1 Sulapakken (2 connections) Norled/Fjord1 2019/2020-2030 2,625 Hordaland 2 (4 connections) Norled 2020-2028 2,488 1 Total / Average ~9 years average* 15,218
Vessels for delivery
Tender Delivery Shipyard Capacity Anda-Lote 4Q-2017 Tersan 120 Anda-Lote 4Q-2017 Tersan 120 Hordaland2 4Q-2017 Tersan 130 Hordaland1 2Q-2018 Havyard 45 Brekstad-Valset 4Q-2018 Havyard 50 Brekstad-Valset 4Q-2018 Havyard 50 Hordaland1 2Q-2018 Tersan 120 Hordaland1 4Q-2018 Fjellestrand 120 Sulapakken 4Q-2019 Havyard 120 Sulapakken 4Q-2019 Havyard 120 Sulapakken 4Q-2018 Havyard 120 Sulapakken 4Q-2018 Havyard 120 Sulapakken 1Q-2019 Havyard 120 Note (*): Bokna-/Bjørnefjorden and Boknafjorden are seen as one contract for calculation purposes
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Strong track record and on the forefront regarding environmentally friendly technology
respect of about 40% of the Norwegian ferry market will be subject to public tenders in the next two to three years
and strengthen the leading position within ferry business
record, competence, balance strength and technological solutions to be an active contender
by use of existing material and new environmental friendly technology
advantages by being at a technological forefront, having commenced operation of its first LNG ferries in 2007 and being due to commence operation of its fully electric connection in 2018
company with a strong ability to defend its existing contracts Upcoming tenders
Connection Operator Expiry
Volda-Folkestad 2019 Tender 2017/2018 Hjelmeland-Skipavik-Nesvik 2018-2020 Tender 2018 * Indre Sogn 2 Connenctions 2018 (+1) Tender 2017/2018 Festøya-Solavågen 2019 (+1) Tender 2017/2018 Nordmørspakken 4 Connections 2019 (+1) Tender 2017/2018 Indre Sunnmøre 3 Connections 2019 (+1) Tender 2017/2018 Molde-Vestnes 2019 (+1) Tender 2017/2018 Romsdalspakken 3 Connections 2019 (+1) Tender 2018/2019 Halsa-Kanestraumen 2019 (+1) Tender 2018/2019 Troms 12 Connections 2019-2021 ** Nordland 28 Connections 2019-2021 ** Møre og Romsdal 8 Connections Various 2019-2021 Tender 2019/2021 Rogaland 2 Connections 2021 Tender 2019/2021 Note(*): Development contract for hydrogen fuelled ferry. Note(**): 40 connections representing approximately 10% of the ferry market measured by PCE. Several short-term contracts awarded over the last few years. Expecting several upcoming long-term tenders, with start-up from 2021 Source: Anbud365
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Joint partnership between Fjord1 and Flåm AS
most iconic Norwegian fjords
can be combined with other premium travel adventures
in July 2016, a hybrid-electric carbon fiber catamaran designed to carry 400 passengers. A fully-electric sister vessel has been ordered and will commence operations in April 2018
within fjord based tourism, through expanding geographic presence
revenues of NOK 126m in 2016, EBITDA of NOK 14m in 2016
generated revenues of NOK 60m and EBITDA
Geirangerfjorden The Vision of the Fjords on Nærøyfjorden Lysefjorden & Preikestolen (Pulpit Rock)
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commercial and tender routes in Norway
60%, while tender routes represents around 40%
barriers of entry
Norway on a 5-year contract commencing in April 2017
aircrafts with around 450 daily departures
delivery of 3 new airplanes in January 2017, with options for an additional 12
EBITDA of NOK 646m in 2016
controlled 66% by Torghatten and 34% by Fjord1 Widerøe´s flight network
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1 3
Introduction Market overview
2
Company overview
4
Financials
5
Risk factors
6
Appendices
20
Consolidated market dominated by four players
through comprehensive consolidation recent years on the back of the market transitioning from being a public service
competitive business provided by private companies
Fjord1, Torghatten, Norled and Boreal Transport, who combined represent 99% of the market in terms of PCE capacity
amounted to 16.6m PCE in 2016, representing 47% of the total number of PCE transported
entry, limiting the entry of potential new market participants
matters
Note (*): Data as of March 2017 Note (**): Torghatten includes connections operated by Toghatten Trafikkselskap, Torghatten Nord, Bastø Fosen and Fosen Namsos Sjø. Source: Norwegian Public Roads Administration (Statens vegvesen, Ferjedatabanken), Oslo Economics (08/2016), Kollektivtrafikk (data as of March 2017)
Market shares
1.0% Other 2.0% 21.0% 27.0% 49.0% 8.3% Other 11.6% 33.1% 23.1% 24.0%
Ferry operator Connections 2017* PCE 2016
29 16.9m 28 9.5m 40** 7.2m 14 0.7m
Other
10 0.7m
PCE 2016 Connections 2017
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Ferries are critical in connecting islands to the mainland
longest in the World (100,915 km) and includes 239,057 registered islands and 1,190 named fjords
Norwegian public transportation, crossing the fjords and connecting islands to the mainland
and to islands where there are no fixed connections
in immensely expensive bridge and tunnel infrastructure
in the Norwegian road network
system compared to the alternatives
this option can take 2-6 times as long
45 min nm. 25 min nm.
Oslo Hamar Drammen Stavanger Kristiansand Bergen Florø Ålesund Trondheim
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Demand expected to remain stable with limited threats going forward
around 120 connections served by around 220 ferries
car equivalents (“PCE”) and 43.2m passengers (including drivers)
fairly steady growth rate over time and the Norwegian ferry market is characterised by limited cyclicality due to the critical nature of the ferry connections
factors
ferry connections
there are concrete plans for new bridges or tunnels
connections, of which only 2 are approved
complete projects
many are deemed socioeconomically unprofitable
43.3 43.0 42.4 42.1 42.4 41.9 40.5 41.9 41.7 41.3 2010 +0.5% 2016 2013 2012 2007 2009 2008 2015 2014 2011 Passengers, incl. Drivers (in millions) 35.0 34.8 34.5 34.0 34.0 32.9 31.7 31.4 31.4 30.8 2009 2008 2013 2014 2016 +1.4% 2015 2011 2007 2010 2012
Historical development in ferry transportation
Car equivalents (PCE in millions) Source: Oslo Economics (08/2016), Institute of Transport Economics (10/2013), Norwegian Public Roads Administration (Statens vegvesen, Ferjedatabanken), Kollektivtrafikk foreningen (Market
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Shift to environmentally friendly technology, less price volatility and larger contracts
Source: tu.no
Impact on ferry operators Current market trends
technology on the back of the Norwegian government implementing a strategy to reduce emissions from the state ferry operations
technology where circumstances permit such requirements
powered ferries
Ferry operators with technological advanced and adaptable fleet with favourable positioning.
will likely lead to a gradual renewal of the ferry fleet, in particularly on shorter crossings that are better suited for such energy packages
Quality & environment
from net to gross contract terms
the Ferry Index compared to previously regulation by the CPI index
not directly dependent on the amount of passengers
Pricing model
bundles are freed they tend to be consolidated into larger contracts
Larger contracts
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1 3
Introduction Market overview
2
Company overview
4
Financials
5
Risk factors
6
Appendices
25
*Figures for 2012-2014 are based on Norwegian GAAP while figures for 2015 and 2016 are restated according to IFRS
Revenue & EBITDA in (NOKm) Net Interest Bearing Debt & NIBD/EBITDA Cash development in (NOKm) Equity (NOKm) & Equity Ratio
1.7x 1.9x 5.6x
4.3x
6.9x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x 6.0x 7.0x 3,000 2,500 2,000 1,500 1,000 500 Q2’17
1,448
2016
1,402
2015
1,720 3.5x
2014
1,974
2013
2,295
2012
2,140
36.3% 35.4% 29.0% 26.6% 24.7% 25.5% 0% 5% 10% 15% 20% 25% 30% 35% 40% 3,000 2,500 2,000 1,500 1,000 500 Q2’17 2016 1,723 2015 1,308 2014 1,176 2013 1,137 2012 1,112 1,743 Net Debt /EBITDA NIBD Equity Equity ratio 2,500 2,000 1,500 1,000 500 H1 2017 449 1,373 2016 730 2,386 2015 494 2,230 2014 456 2,349 2013 410 2,356 2012 310 2,387 600 500 400 300 200 100 Q2’17 368 2016 554 2015 359 2014 334 2013 245 2012 170 Cash EBITDA Total income
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616 571 2,062 1,906 223 204 618 423 2015 2016 Q1’17 Q2’17 EBITDA Revenue
Ferry Passenger boat Catering Tourism
25 25 101 104 3
9 13 Q1’17 Q2’17 2015 2016 52 38 188 190 12 3 39 32 2015 Q1’17 2016 Q2’17 8 4 21 21 4
11 5 Q1’17 2015 2016 Q2’17 EBITDA Revenue Revenue EBITDA Revenue EBITDA
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driven by the start-up of two new contracts
expenses driven by focus on stability and safety resulting in reduced marine accidents (collisions with quays and running aground) by nearly 96%
activities were separated into a joint venture company and thus accounted for under share of profit/(loss) from joint ventures
impairments accounted for NOK 65.1m and NOK 78.6m
to settlement regarding compensation for “Autopass” under the contracts for Indre Sogn and Flakk-Rørvik
Note (*): Financials for 2013 and 2014 are prepared under Norwegian GAAP while financials for 2015, 2016 and Q1 2017 are prepared under IFRS and are thus not comparable Note (**): Under IFRS, public contribution is accounted for as other income, whereas ticket revenues are booked as operating revenue
INCOME STATEMENT (NOKm)* 2013 2014 2015 (IFRS audited) 2016 (IFRS audited) H1 2017 (IFRS audited) REVENUES Operating revenue** 1,443 1,454 1,326 1,224 416 Other income 912 896 904 1,162 957 Total income 2,355 2,349 2,230 2,386 1,373 Personnel expenses
Operating expenses
Total operating costs
Share of profit/(loss) from joint ventures 11 9 3 EBITDA 410 456 494 730 449 Depreciation of tangible and intangible assets
Impairment of tangible and intangible assets 30 21 25 79 EBIT 152 220 278 568 324 Income from associates and JV’s 17 35 45 73 18 Other financial income 12 9 5 6 2 Financial expenses
Other financial items, net 54 58
Net finance
30
EBT 24 111 259 599 315 Tax on ordinary profit
16
Profit/ (loss) for the year 28 95 219 450 239
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current assets from 2015 to 2016 mainly due to delivery of two new vessels
was mainly related to debt financing for these vessels
debt facility was classified as current liabilities in the accounts for 2016 and Q1 2017 due to short term to maturity
capital can be explained by Fjord1’s business model where customers use a travelcards solution. The prepayment of tickets are classified as short-term debt and as a working capital liability
EQUITY AND LIABILITIES (NOKm) 2015 (IFRS audited) 2016 (IFRS audited) 30 June 2017 (IFRS audited) EQUITY Share capital 250 250 250 Share premium 361 361 361 Retained earning 694 1,108 1,128 Total equity attributable to
1,305 1,719 1,739 Non-controlling interests 4 4 4 Total Equity 1,309 1,723 1,743 Non-current liabilities Borrowings 1,823 155 1,611 Derivative financial instruments 65 42 19 Net employee defined benefit liabilities 33 14 17 Other non-current liabilities Deferred tax liabilities 250 382 401 Total non-current liabilities 2,171 594 2,048 Current liabilities Borrowings 256 1,801 205 Derivative financial instruments 54 23 25 Trade and other payables 95 110 110 Current income tax liabilities 0.3 3 27 Social security and other taxes 94 92 73 Other current liabilities 527 526 573 Total current liabilities 1,026 2,552 1,013 Total liabilities 3,197 3,146 3,062 Total equity and liabilities 4,506 4,869 4,805 ASSETS (NOKm)* 2015 (IFRS audited) 2016 (IFRS audited) 30 June 2017 (IFRS audited) ASSETS Non-current assets Deferred tax assets 38 21 20 Property, plant and equipment 3,649 3,795 3,867 Investments in joint ventures and associates 301 362 366 Other non-current financial assets 8 8 8 TOTAL TANGIBLE ASSETS 3,996 4,186 4,261 Current assets Inventory 13 15 16 Trade receivables 72 79 90 Other current receivables 66 36 69 Cash and cash equivalents 359 554 368 TOTAL CURRENT ASSETS 510 683 544 TOTAL ASSETS 4,506 4,869 4,805
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investments over the period comprise reconstruction of a vessel to hybrid technology in 2015 (Fannefjord), two newbuilds (Hornelen and Losna) in 2016 and the purchase of one used vessel in Q1-2017 (Sulafjord)
received dividends from associates in the amount
proceeds from sale of vessels and equipment in the amount of NOK 83m
2017 relate to sale of two older vessels for a total consideration on NOK 100m
Note (*): Financials for 2013 and 2014 are prepared under Norwegian GAAP while financials for 2015, 2016 and Q1 2017 are prepared under IFRS and are thus not comparable
Cash flow statement (NOKm)* 2015 (IFRS audited) 2016 (IFRS audited) H1 2017 (IFRS audited) Profit before tax 259 599 315 Depreciation and impairment 217 162 125 Interest expense 118 100 31 Change in fair value of financial instruments
Non-cash post-employment benefit expense
2 Gain on disposal of property, plant and equipment
Share of profit from associates and joint ventures
Change in working capital 47 31
Cash generated from operations 550 743 411 Net interest
Net cash flows from operating activates 432 643 379 Purchases of property, plant and equipment
Purchases of shares incl. joint ventures
Proceeds from dividends from associates 24 17 Proceeds from sale of property, plant and equipment 84 100 Proceeds from non-current receivables 4 Net cash used in investing activities
Proceeds from borrowings 133 Repayment of borrowings
Dividends
Proceeds from other non-current liabilities Net cash used in financing activities
Net change in cash and cash equivalents 24 195
Cash and cash equivalents at the beginning of the period 334 359 554 Cash and cash equivalents at the end of the period 359 554 368
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1 3
Introduction Market overview
2
Company overview
4
Financials
5
Risk factors
6
Appendices
31
Market related risks
valuation of real and financial assets. In turn, this may impact the demand for goods, services and assets globally and thereby the macro economy. The current macroeconomic situation is uncertain and there is a risk of negative developments. Such changes and developments – none of which will be within the control of the Company – may negatively impact the Company's investment activities, realization opportunities and overall investor returns.
global trade growth, as well as oil and gas prices. On the supply side there are uncertainties tied to ordering of new vessels and scope of future scrapping. The actual residual value of the vessels in the underlying investments, and/or their earnings after expiration of the fixed contract terms, may be lower than the Company estimates.
the Company.
Financial risks
Company’s ability to pay dividends, incur additional indebtedness, create liens on its assets, sell its vessels, and additional actions which may otherwise be beneficial for the Company. Nordea has reserved the right to amend the financial covenants if the Company did not refinance its existing debt within 31 July 2017, and consequently such right does now exist.
cover the cost of borrowings and that the net income of the Company will be negatively affected by such borrowing arrangements.
and passenger boats. Major fluctuations in the foreign currency market for NOK in relation to USD and/or EUR could have a negative impact on the Company.
normally be no obligation to enter into any such transactions. Any such hedging transaction may be imperfect, leaving the Company indirectly exposed to some risk from the position that was intended to be protected. The successful use of hedging strategies depends upon the availability of a liquid market and appropriate hedging instruments and there can be no assurance that the underlying subsidiaries will be able to close out a position when deemed advisable.
value of the assets at the point of sale. This will impact the value of the Company's portfolio.
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Commercial and Operational risks
supply and demand for oil, actions by members of the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in
Company’s vessels, the Company may be exposed to the fluctuating bunker prices.
will obtain insurance deemed adequate for its business, but it is impossible to insure against all applicable risks and liabilities. Consequently, the Company may assume substantial liabilities as part of its operations.
by yard, the risk of need for variation orders and amendments resulting in additional need for capital, the ability of the yard to perform its duties under the shipbuilding contracts, and the risk of failure by key suppliers to deliver necessary equipment. Delays in delivery of the new builds may affect the Company’s potential revenue, or potentially lose contracts from clients.
relevant ferries do not function as intended, compared to older and tested technology. There is further a risk that sub suppliers are not able to provide adequate and relevant deliveries, e.g. sufficient charging facilities. This may lead to failure to comply with the terms of the relevant contracts, e.g. in respect of breach of the environmental requirements under the contracts or traffic delays. The reconstruction of docks to facilitate the construction of charging towers and other infrastructure may be affected in a manner that may lead to non-compliance with the environmental requirements in the new contracts.
The loss of the services of any of the senior management or key personnel may have an adverse impact on the Company. In addition to the senior management the Company depends on professional and operational personnel that are not currently employed by the Company. An inability to attract and retain such professional and operational personnel, or the unavailability of such skilled crews, could have an adverse impact on the Company.
environmental or other developments than would a company holding a more diversified portfolio of assets and the aggregate return of the Company will be substantially adversely affected by the unfavourable performance of a single asset.
where non-compliance could affect contract profitability.
be exercised and/or that new tenders are not awarded the Company. The long term of contracts imply a risk for committing to potentially unprofitable projects for a long period of time, should the Company be erroneous in its calculations and/or assumptions forming the basis for the offers made in the respective tender process.
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Commercial and Operational risks (cont.)
anticipated rate for a variety of reasons and as a result, there is also no guarantee that the Company will be able to fully invest the required amount in respect
possible that the level of such competition may increase, which may reduce the number of opportunities available to the Company and/or adversely affect the terms upon which such investments can be made by the Company. In addition, such competition may have an adverse effect on the length of time required to fully invest the Company.
due diligence information may be erroneous, incomplete and/or misleading, and there can be no assurance that all material issues have been uncovered.
management of the assets. There can be no assurance that such management will operate successfully.
take time and will be exposed to a variety of general and specific market conditions see Section 2.4 below. There can be no assurance that the Company will manage to achieve a successful realisation of its investments.
investment.
will always be present. There can be no guarantee that the parties tasked with operating a ferry or a passenger boat or overseeing such operation perform their duties according to agreement or satisfaction. Failure to adequately maintain the technical operation of a ferry or a passenger boat may adversely impact the operating expenses of the portfolio investment and accordingly the potential realization values that can be obtained.
underlying portfolio investment depends heavily on its counterparties' ability to perform their obligations, including the suppliers. Default by a supplier of its
very important.
be exposed to political risk, risk of piracy, corruption, terrorism, outbreak of war, amongst others. The business, financial condition and results of operations of the Company, indirectly, and its underlying investments directly, may accordingly be negatively affected if such events do occur.
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1 3
Introduction Market overview
2
Company overview
4
Financials
5
Risk factors
6
Appendices
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Source: SSB, Oslo Economics (report 23/2016)
agreements between ferry operators and the contractor
the general price development related to operations, maintenance and fuel
elements are held by the contractor (the state) through a regulation mechanism
cost index, which has been used to regulate all contracts awarded following the initiation
parameters, a pre-agreed calculation method and weighted by importance
crew, maintenance, administrative costs, other
adjusted according to the index development, typically multiplied by 0.9
cost components, thus have a predictable cost base Development in the Ferry Index (Q2 2009 – Q2 2017)
120 115 110 125 105 100 Q2 2014 Q4 2009 Q2 2009 Q2 2010 Q2 2017 Q2 2012 Q4 2012 Q2 2015 Q4 2015 Q4 2016 Q2 2013 Q2 2016 Q4 2010 Q4 2011 Q2 2011 Q4 2013 Q4 2014
Components and calculation of the Ferry Index
Q2 2009 – Q4 2016 Q1 2017 – today (including fuel) Q1 2017 – today (excluding fuel)
Fuel 17.3% 18.8%
43.0% 39.6% 48.8% Repair & maintenance 9.4% 9.7% 12.0% Administration 3.3% 5.5% 6.7% Other costs 8.1% 10.3% 12.6% Depreciation 13.0% 11.3% 13.9% Interest expenses 5.9% 4.9% 6.0%
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Note (*) Capacity measured in passenger car equivalents Note (**) Four existing vessels to be upgraded to hybrid propulsion for Hordaland1 and Hordaland2
Ferry** Build year Capacity*
Hornelen 2016 60 Losna 2016 60 Edøyfjord 2012 50 Boknafjord 2011 242 Hjørundfjord 2011 122 Storfjord 2011 122 Fannefjord 2010 128 Korsfjord 2010 128 Lifjord 2010 110 Norangsfjord 2010 120 Romsdalsfjord 2010 128 Davik 2009 45 Vågsøy 2009 42 Moldefjord 2009 128 Årdal 2008 108 Fanafjord 2007 212 Mastrafjord 2007 212 Raunefjord 2007 212 Stavangerfjord 2007 212 Harøy 2006 35 Lote 2006 120 Bergensfjord 2006 212 Dryna 2005 35 Julsund 2004 99 Eira 2002 100 Volda 2002 100 Nordfjord 2001 54 Glutra 2000 120 Ivar Aasen 1997 76 Lærdal 1997 77 Svanøy 1992 89
Ferry** Build year Capacity*
Tresfjord 1991 124 Gulen 1989 83 Rauma 1988 73 Romsdal 1988 87 Selje 1987 58 Dalsfjord 1986 28 Sulafjord 1986 106 Sognefjord 1984 64 Sogn 1982 110 Solskjel 1981 35 Bjørnsund 1979 61 Geiranger 1979 36 Stordal 1979 51 Stryn 1979 81 Aukra 1978 36 Eid 1978 35 Nordmøre 1978 52 Sunnfjord 1978 46 Aurland 1977 35 Solnør 1977 36 Kvernes 1976 35 Sykkylvsfjord 1975 36 Veøy 1974 50 Fanaraaken 1973 29 Tingvoll 1972 35 Bolsøy 1971 38 Goma 1968 29 Nårasund 1968 11 Ørsta 1964 25 Driva 1963 29
Contract awarded Delivery Capacity*
TBN 14 4Q-2019 40 TBN 15 4Q-2019 40 TBN 16 4Q-2019 130 TBN 17 4Q-2019 80 TBN 18 4Q-2019 80 TBN 19 4Q-2019 90
Passenger boat Build year Pass.
Tansøy 2007 96 Fjordglytt 2000 81 Sylvarnes 2000 70 Skagastøl 1970 384
Under construction Delivery Capacity*
Gloppefjord 4Q-2017 120 Eidsfjord 4Q-2017 120 Møkstrafjord 4Q-2017 130 TBN 4 2Q-2018 45 Horgefjord 2Q-2018 120 TBN 6 4Q-2018 50 TBN 7 4Q-2018 50 TBN 8 4Q-2018 120 TBN 9 4Q-2018 120 TBN 10 4Q-2018 120 TBN 11 1Q-2019 120 TBN 12 4Q-2019 120 TBN 13 4Q-2019 120
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The ferry segment represent the core business of Fjord1 and includes all activities related to ferries The Tourism segment includes Fjord1’s joint partnership in The Fjords DA, the wholly owned entity The Fjords Fartøy AS and part
Through Kystekspressen ANS Fjord1 manages the 4 passenger boats Operating figures includes a minor contributions from other investments
The Fjords DA 50%
Fjord1 ASA
Kystekspressen ANS 49% Bolsønes Verft AS 100% ÅB Eigedom AS 66% Hareid Trafikkterm. AS 63% Måløy Reisebyrå AS 100%
Ferry Tourism Passenger boat Other
Nye Fanafjord AS 100% Fanafjord AS 100% Fjord Tours AS 30.6% The Fjords Fartøy DA 100 % WF Holding AS 34% Widerøe AS 100% The Fjords Fartøy II DA 100 % F1 Adm. AS 100%