Q3 2019 19 November 2019 Highlights Q3 financial results - - PowerPoint PPT Presentation

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Q3 2019 19 November 2019 Highlights Q3 financial results - - PowerPoint PPT Presentation

Q3 2019 19 November 2019 Highlights Q3 financial results Revenue of USD 134m and EBITDA of USD 9.2m including USD 6.9m in one-offs significantly affected by Impairment of PPE and other intangibles of USD 14.1m and goodwill impairment


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SLIDE 1

19 November 2019

Q3 2019

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SLIDE 2

Highlights

Q3 financial results significantly affected by impairments

  • Revenue of USD 134m and EBITDA of USD 9.2m including USD 6.9m in one-offs
  • Impairment of PPE and other intangibles of USD 14.1m and goodwill impairment
  • f USD 81.1m, reflecting the goodwill acquired through the Fairfield acquisition

Maintaining full-year guidance

  • Restructuring costs and non-cash adjustments affecting EBITDA, as previously

announced

Restructuring program initiated

  • Estimated annual cost reduction of ~USD 20m with full effect during H2 2020
  • Capex cut and postponed by approximately USD 15m

Backlog update

  • Backlog of USD 134m per end of Q3
  • Q4 contract wins increase 2020 backlog by USD 23m to USD 82m per 19 Nov

2

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SLIDE 3

FY’19 revenue guidance lowered from USD 500m to USD 455-465m EBITDA guidance lowered from USD 100m to USD 45-55m before adjustments for non-cash elements and restructuring costs

Full-year 2019 outlook

3

FY’19 revenue estimate maintained: USD 455-465m Non-cash and restructuring costs affecting the FY’19 EBITDA estimate: + USD 5.6m restatement of PPA in 1H’19 + USD 3.9m in one-off costs recognized in Q3’19 + USD 4.5m in lay-offs and severance pay to be recognized in Q4’19 = USD 14.0m Additional restructuring costs may materialize

Financial update 14 October Q3 report 19 November

FY’19 EBITDA estimate in line with 14 October financial update

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SLIDE 4

New Management and Board priorities

Organizational structure

  • Align organization and operations to current activity level
  • Improve operational control
  • Ensure solid governance and strengthen the financial management

Sales and operations

  • Optimize and secure new contracts

Operating expenses

  • Rightsizing the organization

CAPEX

  • Ensure capacity necessary to capture market opportunities

Funding and capital structure

  • Ensure a balance sheet that supports strategy execution
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SLIDE 5

Reducing annual costs by USD ~20 million

5

Expected annual cost savings

  • f approximately USD 20m

with full effect expected during H2 2020 Restructuring costs related to severance-pay of around USD 4.5m to be recognized in Q4 Further restructuring costs may materialize Manufacturing integration

  • Integration of manufacturing philosophies to

a common contract manufacturing philosophy Reduction in FTEs

  • FTEs being reduced by ~120 (18%), with cuts

roughly evenly distributed between own employees and contracted third-parties SG&A reduction

  • Cuts include but are not limited to headcount

reductions and co-location in Norway

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SLIDE 6

Q3 financials

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SLIDE 7

Revenue and gross margin 2019

USD million, (%)

Four different seismic acquisition projects in the quarter of which one was completed and two new commenced

  • Crew utilization was 95%, an increase from

Q2, while number of crews were lower

The BGP node sale was completed in the third quarter – delivered according to plan Gross margin at 21%, down sequentially

  • n lower project margins

Revenue and gross margin

7 92 92 90 28 40 44 120 132 134 75 20% 31% 21%

0% 10% 20% 30% 40% 50% 60% 70% 20 40 60 80 100 120 140 160

Q1 Q2 Q3 Q4e mid-point* Revenue MASS node sales Gross margin

Note: Restated figures for Q1 and Q2 2019 * Q4 figures based on mid-point of FY 2019 guidance

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SLIDE 8

SG&A development

Flat underlying cost level in Q3 One-off items of USD 6.9 million in Q3

  • Change of management and co-location in

Norway, USD 3.0m

  • Write-off of R&D/WIP projects not

expected to materialize, USD 3.9m

  • Aligned accounting policies within the

group

Restructuring costs related to severance pay of approximately USD 4.5 million expected in Q4 Cost reduction measures have been taken across all categories – effects to materialize from 2020 Focus on rightsizing organization

8 12.9 13.1 11.4 1.6 6.9

  • 2
4 6 8 10 12 14 16 18 20

Q1 Q2* Q3 SG&A One-off items Column1

SG&A 2019

USD million

* Q2 one-off item of USD 1.6 million reflect settlement of 2018 outstanding receivable

10.8% 10.0% 8.5% % of Revenue

R&D is included in SG&A figures Note: Restated figures for Q1 and Q2 2019

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SLIDE 9

EBITDA development

  • Reported EBITDA of USD 9.2m in Q3
  • One-off items of USD 6.9m
  • Node sale contract completed in Q3 –

no impact on Q4 EBITDA

  • Restructuring costs related to severance

pay of approximately USD 4.5m expected in Q4

  • Further restructuring costs may

materialize in Q4

5.0 11.0 6.8

  • 4.6

11.0 16.0 9.3

  • 5.6
  • 1.6
  • 6.9
  • 4.5
  • 15
  • 10
  • 5

5 10 15 20 25 30 Q1 Q2 Q3 Q4e mid-point* EBITDA excl. node sales and one .offs Node sales One-off costs

Note: Restated figures for Q1 and Q2 2019

EBITDA 2019 split

USD million 10.4 25.5 9.2

  • 9.1

* Q4 figures based on mid-point of FY 2019 guidance

9

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SLIDE 10

Significant impairments affecting reported results

  • Reported results are significantly affected

by impairments in accordance with IFRS (IAS 36)

  • PPE and other intangibles impairments of

USD 14.1m

  • Goodwill impairment of USD 81.1m
  • Goodwill acquired through the Fairfield

acquisition

  • Impairment reflects financial development

and an assessments of the uncertainty of the amounts and timing of new projects

10

Note: Restated figures for Q1 and Q2 2019

Assets

USD million 94 81 81 149 178 184 171 80 76 74 67 205 248 217 177 527 582 555 415 31 Dec 18 31 Mar 19 30 Jun 19 30 Sep 19 Goodwill PPE Other intangibles Total current assets

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SLIDE 11

Key figures

11

EBITDA bridge

USD million

Note: Restated figures for Q1 and Q2 2019 USD million Q3 2019 Q2 2019 Q1 2019 YTD 2019 FY 2018 Profit and loss Revenues 134.2 131.5 119.5 385.2 136.5 Cost of sales (106.7) (91.3) (96.2) (294.2) (86.8) Gross Profit 27.5 40.2 23.3 91.0 49.7 SG&A and R&D (18.3) (14.7) (12.9) (45.9) (26.7) EBITDA 9.2 25.5 10.4 45.1 23.0

Of which: one-off items affecting EBITDA (6.9) (1.6) (5.6) (14.1)

  • Depreciation

(15.2) (13.9) (15.4) (44.5) (19.1) Amortization (2.3) (2.4) (2.4) (7.1) (0.8) Impairments (95.2)

  • (95.2)
  • EBIT

(103.6) 9.2 (7.4) (101.7) 3.1 Net financial items (0.8) 1.5 (2.1) (1.4) (2.4) Net profit/(loss) before tax (104.3) 10.7 (9.5) (103.2) 0.6 Net profit/(loss) (104.1) 9.7 (11.2) (105.6) (2.8) Other key figures Net cash from operating activities 50.2 43.9 9.9 105.8 13.7 Net cash used in investing activities (49.4) (25.9) (16.6) (93.7) (196.8) Net cash from financing activities (5.9) (13.7) (11.4) (31.1) 221.4 Total assets 415 555 582 415 527 Equity ratio 55 % 60 % 55 % 55 % 63 % Cash and cash equivalents 49.1 54.2 50.0 49.1 68.1 Net interest-bearing cash/(debt) 8.5 8.8 (2.5) 8.5 4.6

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SLIDE 12

Cash flow development

  • Cash flow from operating activities

was impacted by cash effect from sale of used nodes and positive NWC development in the quarter

  • Investments reflects building of

nodes and handling systems and settlement of seller’s credit and earn-out

  • Financing activities reflect lease

payments

  • Total reduction of cash and cash

equivalents of USD 5.2m in the quarter

12

Cash flow Q3

USD million

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SLIDE 13

Q1’19 Q2’19 Q3’19 Condition Debt covenants Leverage X

  • < 1.0x

Liquidity USDm

  • > 15.0

Equity Ratio %

  • > 50%

In compliance with all covenants Covenant amendments granted for 2020

  • Minimum equity ratio reduced to 50% from 60%
  • Leverage to include net debt instead of total debt

Company expects to meet all covenants throughout 2019

Covenant update

13

Leverage: Net debt / EBITDA LTM Liquidity: Cash and cash equiv. excl. restricted cash Equity Ratio: Total Equity / Total Assets Note: Restated figures for Q1 and Q2 2019

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SLIDE 14

Restatement effects

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SLIDE 15

Profit and loss

Restated Reported Δ H1 2019 H1 2019 Total revenue and other income 251.0 251.0

  • Cost of sales (CoS)

187.5 175.5 12.0 Gross profit 63.6 75.6 (12.0) SG&A and R&D (27.6) (34.0) 6.4 EBITDA 36.0 41.6 (5.6) Depreciation (29.4) (28.1) (1.2) Amortization (4.8) (4.8)

  • EBIT

1.8 8.6 (6.8) Net profit (loss) before tax 1.2 8.0 (6.8) Net income (loss) (1.4) 5.4 (6.8)

Q1 2019 and Q2 2019 restated to reflect changes in purchase price allocation (PPA) and reclassification

  • f cost items
  • USD 5.6m negative effect on EBITDA, reflecting higher

cost of sales due to change in PPA

  • USD 1.2m increase in depreciation
  • f for H1’19, also reflecting change in PPA
  • Total negative effect of USD 6.8m on EBIT and net

income (loss) for H1’19

All effects are non-cash

Restatement of P&L for H1’19

15

Note: Restated figures for H1 2019, please see appendix and note 14 in the report for details

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SLIDE 16

Balance sheet

Restated Reported Δ H1 2019 H1 2019 PPE 183.6 149.4 34.2 Other non-current assets 154.8 169.2 (14.4) Inventories 42.3 68.9 (26.6) Other current assets 174.7 197.2 (22.5) Total assets 555.4 584.7 (29.3)

Cash flow

Net cash flow from operating activities 55.6 30.2 25.4 Net cash flow for investing activities (44.3) (19.0) (25.4) Net cash flow from financing activities (25.1) (25.1)

  • Total net cash flow

(13.9) (13.9)

  • Cash and cash equivalents

54.2 54.2

  • Balance sheet reclassifications
  • Mainly related to reclassification of nodes under

construction from inventory to PPE, and netting of contract balances

  • Working capital has been reduced and PPE has been

increased

Restatement of cash flow distribution

  • Lower inventory build up = positive effect on net cash

flow from operations

  • Higher PPE investments = negative effect on net cash

from for investing activities

Restatements of balance sheet and cash flow H1’19

16

Note: Restated figures for H1 2019, please see appendix and note 14 in the report for details

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SLIDE 17

17 26 29 19

5 10 15 20 25 30 35

Q1 Q2 Q3 Q4e

Restatement effects capital expenditure

  • Capex in Q1 and Q2 restated upwards, as

node investment have been reclassified from inventory to PPE

  • 2019 capex has prepared the company

for 2020 opportunities

  • Sharply lower capex level in Q4

compared to previous quarters

  • Reduced Q4 and H1’20 capex by ~USD

15m, including postponing of MASS III completion to H2 2020

17

Capex 2019

USD million

Note: Restated figures for Q1 and Q2 2019

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SLIDE 18

Operations

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SLIDE 19

Magseis Fairfield crew activity

19

Q3 2019 Q4 2019 Q1 2020 Q2 2020 Crew July Aug Sept Oct Nov Dec Jan Feb March April May June MASS I Crew 1 Z700 Crew 1 Z700 Crew 2 ZXPLR Crew 1 ZXPLR Crew 2 Building of ZXPLR nodes MASS III Crew 1 Building of MASS III nodes RM Source Crew 1 Storage RM Source Crew 2 Storage RM Source Crew 3 Storage Contracted Available Transit/Mobilization New Contracts Rentals

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SLIDE 20

Securing new contracts is the number one priority Q3 win:

  • Awarded contract for supply of nodes and modular

system and some crew for a node and systems lease contract in Malaysia. The project commenced mid- October

Q4 wins:

  • Received signed contract from established MC

company for joint project expected to start late Q1 2020

  • Received signed contract for equipment rental of Z700

nodes, starting in Q1 2020

Q4 wins add USD 23m to 2020 backlog 20

Securing new contracts and build order backlog

20

Backlog for 2020 and 2021

USD million 82 59 12 12 71 94 30 Sep 2019 19 Nov 2019 For 2020 For 2021

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SLIDE 21

OBN market 2020 – USD 1bn+ opportunity

Pre-Tendered Tendered

21

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SLIDE 22

Data Acquisition Technology sales and lease Reservoir monitoring and Source Multi Client

Building on differentiation to capture market

  • pportunities

22

Total system differentiation to fundamentally reduce the cost per square kilometer Differentiated and costs effective offering for permanent reservoir monitoring systems Introducing cost efficient coordinated operating model across multiple fields Shift to OBN quality for larger multi client surveys Partnership or proprietary surveys Node sale and lease for use in shallow water/ transition zone Optimizing node utilization by assessing technology lease vs. acquisition opportunities Leveraging existing customer base, and expanding to new customers

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SLIDE 23

Summary and outlook

  • Maintaining full-year 2019 guidance
  • Company restructuring initiated with

rightsizing of the organization

  • Building on differentiation to capture

market opportunities

  • Increasing tender activity for 2020
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SLIDE 24

Appendix

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SLIDE 25

Income statement

(unaudited)

25

Source: Magseis Fairfield

USD thousands Note Q3 2019 (unaudited) Q3 2018 (unaudited) YTD 2019 (unaudited) YTD 2018 (unaudited) Full Year 2018 (audited) Revenues and other income Revenues 3 134 190 15 996 385 231 60 279 136 477 Total revenues and other income 134 190 15 996 385 231 60 279 136 477 Operating expenses Cost of sales (106 711) (11 084) (294 192) (30 890) (86 764) Research and development expenses (3 917) (581) (5 390) (1 812) (3 995) Selling, general and administrative expenses (14 401) (4 862) (40 533) (12 545) (22 705) Depreciation 5 (15 191) (3 940) (44 545) (11 505) (19 097) Amortisation 6 (2 301) (191) (7 084) (573) (839) Impairment 5,6,12 (95 231)

  • (95 231)
  • Total operating expenses

(237 752) (20 658) (486 974) (57 325) (133 400) Operating Profit/(Loss) (103 562) (4 662) (101 743) 2 954 3 077 Finance income and expenses Finance income 1 673 546 6 027 1 737 2 628 Finance expenses (2 435) (836) (7 442) (3 529) (5 058) Net finance income/(expenses) 4 (762) (290) (1 415) (1 792) (2 430) Net Profit/(Loss) before tax (104 324) (4 952) (103 158) 1 162 647 Income tax expense 188 (997) (2 417) (1 984) (3 468) Net Profit/(Loss) (104 136) (5 949) (105 575) (822) (2 821) Basic earnings/(loss) per weighted average shares (USD) (0.56) (0.08) (0.57) (0.01) (0.04) Diluted earnings/(loss) per weighted average shares (USD) (0.56) (0.08) (0.57) (0.01) (0.04) Other comprehensive income Other comprehensive income

  • Total comprehensive income/(loss) for the

period (104 136) (5 949) (105 575) (822) (2 821)

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SLIDE 26

Financial statement

(unaudited)

26

Source: Magseis Fairfield

USD thousands Note YTD 2019 (unaudited) YTD 2018 (unaudited) Full Year 2018 (audited) Non-current assets Goodwill 12

  • 93 731

Other intangible assets 6 67 306 4 760 80 280 Property, Plant and Equipment 5 170 724 96 380 148 598 Total non-current assets 238 030 101 140 322 609 Current assets Cash and cash equivalents 49 140 33 504 68 110 Trade receivables 59 986 15 743 75 335 Inventories 33 085

  • 32 538

Other current assets 35 016 9 090 28 718 Total current assets 177 227 58 337 204 701 Total assets 415 257 159 477 527 310 Equity Shareholders' equity Share capital 1 167 545 1 166 Share premium 382 148 178 508 382 152 Other equity 5 150 3 229 3 244 Retained earnings (153 442) (45 866) (47 864) Currency translation reserve (5 124) (5 124) (5 124) Total equity attributable to equity holders of the Company 7 229 899 131 292 333 573 Non-current liabilities Interest bearing liabilities 8 23 946 4 427 36 175 Non-interest bearing liabilities 14 167 7 344 14 662 Obligation under finance lease 9 14 143

  • 9

Total non-current liabilities 52 256 11 771 50 846 Current liabilities Trade payables 35 733 6 408 48 037 Current portion of interest-bearing liabilities 8 16 667 2 148 27 301 Current portion of obligation under finance leases 9 14 764

  • Current tax payable

2 690 889 1 855 Other current liabilities 63 248 6 968 65 698 Total current liabilities 133 101 16 414 142 891 Total liabilities 185 358 28 185 193 737 Total equity and liabilities 415 257 159 477 527 310

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SLIDE 27

Cash flow

(unaudited)

27

Source: Magseis Fairfield

USD thousands Note Q3 2019 (unaudited) Q3 2018 (unaudited) YTD 2019 (unaudited) YTD 2018 (unaudited) Full Year 2018 (audited) Cash flows from operating activities Profit / (loss) before tax (104 324) (4 952) (103 158) 1 162 647 Income tax and withholding tax paid (921) (699) (3 225) (1 789) (2 904) Depreciation, amortisation and impairment 5,6,12 112 723 4 012 146 859 11 726 19 498 Share-based payments expense 428 16 1 906 (55) (40) Finance expenses 4 2 435 111 7 442 574 1 523 Finance income 4 (1 673) (44) (6 027) (49) (492) Cost of sales of nodes, non-cash effect 5 14 412

  • 30 322
  • 9 221

Other non-cash effects 3 900

  • 9 500
  • (Increase) / decrease in current assets

19 762 6 041 9 063 (9 237) (43 033) Increase / (decrease) in current liabilities 3 416 3 124 13 123 2 277 29 313 Net cash from operating activities 50 158 7 609 105 806 4 609 13 732 Cash flows from investing activities Interest received 185 44 579 49 182 Acquisition of equipment 5 (27 396) (9 247) (72 115) (35 100) (33 765) Investment in subsidiaries (settlement of seller’s credit and earn-out) (22 170)

  • (22 170)
  • (163 263)

Net cash used in investing activities (49 381) (9 204) (93 707) (35 052) (196 845) Cash flows from financing activities Proceeds from loan

  • 27

50 027 Down payments of interest-bearing liabilities 8

  • (14 040)
  • Payment of finance lease obligation

9 (5 674) (959) (13 621) (2 411) (4 033) Proceeds from issue of share capital 7

  • 5

38 580 183 823 Expenses related to issue of share capital 7

  • (7)

(1 451) (7 597) Interest paid 4 (283) (111) (3 406) (574) (772) Net cash from financing activities (5 957) (1 069) (31 069) 34 171 221 447 Net change in cash and cash equivalents (5 180) (2 664) (18 970) 3 729 38 335 Cash and cash equivalents at period start 54 320 36 168 68 110 29 776 29 776 Cash and cash equivalents at period end 49 140 33 504 49 140 33 504 68 110

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SLIDE 28

Restatements

(profit and loss)

28 Restated Reported Restated Reported Restated Reported USD million H1 2019 H1 2019 Q2 2019 Q2 2019 Q1 2019 Q1 2019 Profit and loss Total revenue and other income 251.0 251.0 131.5 131.5 119.5 119.5 Cost of sales (CoS) 187.5 175.5 91.3 87.2 96.2 88.3 Gross profit 63.5 75.6 40.2 44.4 23.3 31.2 SG&A 27.6 34.0 14.7 18.8 12.9 15.2 EBITDA 36.0 41.6 25.5 25.5 10.4 16.0 Depreciation 29.4 28.1 13.9 13.3 15.4 14.8 Amortization 4.8 4.8 2.4 0.8 2.4 4.0 EBIT 1.8 8.6 9.2 11.4 (7.4) (2.7) Net profit (loss) before tax 1.2 8.0 10.7 12.8 (9.5) (4.8) Net income (loss) (1.4) 5.4 9.7 11.9 (11.2) (7.3)

Note: Please refer to Note 13 in the Q3 report for more details

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SLIDE 29

USD thousands Q2 2019 Restated Q2 2019 Reported Q1 2019 Restated Q1 2019 Reported Non-current assets Goodwill 81 131 93 731 81 131 93 731 PPE 183 559 149 406 177 782 153 810 Ohter intangibles 73 707 75 507 76 062 76 332 Total non-current assets 338 396 318 643 334 975 323 873 Current assets Cash 54 230 54 230 50 006 50 006 Trade receivables 88 808 121 440 88 688 130 960 Inventories 42 347 68 929 39 577 55 364 Other current assets 31 669 21 492 69 215 26 943 Total current assets 217 056 266 092 247 486 263 273 Total assets 555 452 584 735 582 461 587 146 Equity Share capital 1 167 1 167 1 166 1 166 Share premium 382 148 382 148 382 155 382 155 Other equity 4 722 4 722 3 257 3 257 Retained earnings (49 308) (42 479) (59 029) (54 344) Currency translation reserve (5 124) (5 124) (5 124) (5 124) Total equity 333 605 340 434 322 424 327 109 Non-current liabilities Interest bearing liabilties 23 946 23 946 32 067 32 067 Non-interest bearing liabilities 15 364 15 364 19 445 19 445 Obligation under finance leases 18 494 18 494 17 863 17 863 Total non-current liabilities 57 804 57 804 69 375 69 375 Current liabilities Trade payables 54 838 54 838 66 971 66 971 Current tax payable 3 540 3 540 2 828 2 828 Current portion of interest-bearing liabilities 21 467 21 467 20 474 20 474 Current portion of obligation under finance leases 17 796 17 796 18 417 18 417 Other current liabilities 66 400 88 855 81 973 81 973 Total current liabilities 164 043 186 497 190 663 190 662 Total liabilities 221 847 244 302 260 038 260 037 Total equity and liabilities 555 452 584 735 582 461 587 146

Restatements

(balance sheet)

29

Note: Please refer to Note 13 in the Q3 report for more details

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SLIDE 30

USD thousands Q2 2019 Restated Q2 2019 Reported Q1 2019 Restated Q1 2019 Reported Cash flows from operating activities Profit / (loss) before tax 10 687 12 831 (9 522) (4 837) Income tax and withholding tax paid (1 848) (1 848) (456) (456) Depreciation and amortisation 16 297 14 153 17 840 18 755 Share-based payments expense (1 490) (1 490) 13 13 Interest expense 2 433 2 433 2 574 2 574 Interest income (4 068) (4 068) (289) (289) Cost of sales of nodes, non cash effect 9 311 9 311 6 599 6 599 Other non-cash effects

  • 5 600
  • (Increase) / decrease in current assets

12 643 865 (47 641) (59 468) Increase / (decrease) in current liabilities (89) (89) 35 208 35 208 Net cash from operating activities 43 876 32 098 9 928 (1 898)

  • Cash flows from investing activities
  • Interest received

108 108 286 286 Acquisition of equipment and prepayments (26 034) (14 256) (16 932) (5 105) Net cash used in investing activities (25 926) (14 148) (16 645) (4 819)

  • Cash flows from financing activities
  • Downpayments of interest-bearing liabilities

(12 387) (12 387) (9 600) (9 600) Payment of finance lease obligation and loan

  • Earn-out payment
  • Settlement seller credit
  • Proceeds from issue of share capital

1 1 4 4 Expenses related to issue of share capital (6) (6) (1) (1) Interest paid (1 333) (1 333) (1 790) (1 790) Net cash from financing activities (13 725) (13 725) (11 387) (11 387)

  • Net change in cash and cash equivalents

4 225 4 225 (18 104) (18 104) Cash and cash equivalents at 1 January 50 006 50 006 68 110 68 110 Cash and cash equivalents at period end 54 231 54 231 50 006 50 006

Restatements

(cash flow)

30

Note: Please refer to Note 13 in the Q3 report for more details

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SLIDE 31

This presentation (the “Presentation") has been prepared by Magseis Fairfield ASA (the “Company” or “Magseis Fairfield”). The Presentation contains forward-looking information and statements relating to the business, financial performance and results of the Company and/or industry and markets 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 “aims”, “anticipates”, “believes”, “estimates”, “expects”, “foresees”, “intends”, “plans”, “predicts”, “projects”, “targets”, and similar expressions. Any forward-looking statements and other information contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources are solely opinions and forecasts based on the current expectations, estimates and projections of the Company or assumptions based on information currently available to the Company, which are subject to risks, uncertainties and other factors that may cause actual events to differ materially from any anticipated development. Important factors may lead to actual profits, results and developments deviating substantially from what has been expressed or implied in such statements. Although the Company believes that its expectations and the Presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the Presentation. The Company assumes no obligation, except as required by law, to update any forward-looking statements or to conform these forward-looking statements to its actual results. The Company makes no representation or warranty, expressed or implied, as to the accuracy, reliability or completeness of the Presentation, and neither the Company nor any

  • f its directors, officers or employees shall be liable to you or to any other party for any

losses incurred as a result of your or their use of, or reliance on, any information contained in the Presentation. This Presentation does not constitute or form part of, and is not prepared or made in connection with, an offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any securities, and nothing contained herein shall form the basis of any contract or commitment whatsoever. No reliance may be placed for any purpose whatsoever on the information contained in this Presentation or on its completeness, accuracy or fairness. The information in this Presentation is subject to verification, completion and change. The contents of this Presentation have not been independently

  • verified. The Company’s securities have not been and will not be registered under the

United States Securities Act of 1933, as amended (the “US Securities Act”), and are offered and sold only outside the United States in accordance with an exemption from registration provided by Regulation S under the US Securities Act. This Presentation should not form the basis of any investment decision. The Presentation speaks and reflects prevailing conditions and views as of the date of this

  • presentation. It may be subject to corrections and change at any time without notice

except as required by law. The delivery of this Presentation or any further discussions of the Company with any recipient shall not, under any circumstances, create any implication that the Company assumes any obligation to update or correct the information herein, nor any implication that there has been no change in the affairs of the Company since such date.

31

Disclaimer

Source: Magseis Fairfield