BOARD OF DIRECTORS REPORT 2005

Transcription

1 BOARD OF DIRECTORS REPORT 2005 Awilco Offshore is involved in offshore drilling and accommodation services worldwide. The headquarters of Awilco Offshore is in Oslo. During 2005, Awilco Offshore increased its investment in the drilling segment by ordering four ultra premium jack-up drilling rigs. In addition, Awilco Offshore made large investments in the offshore companies Petrojack ASA and Offshore Rig Services ASA. As of the date of this report, Awilco Offshore had six jack-up drilling rigs under construction. The scheduled deliveries for these rigs are from 2006 through In addition, Awilco Offshore has options for two further jack-up units. Substantially all operating revenues and operating costs in 2005 relate to its two accommodation units. INITIAL PUBLIC OFFERING (IPO) Awilco Offshore ASA was incorporated on January 21, 2005, and acquired all offshore rig assets of Awilco AS (a wholly owned company in the Anders Wilhelmsen group). On May 11, 2005, the company completed an IPO of its shares, which are listed on the Oslo Stock Exchange. Profit and loss account Total revenues were USD 42.1 million. Operating profit before depreciation and amortization (EBITDA) was USD 12.6 million, and operating profit after depreciation and amortization (EBIT) was USD 5.4 million. Rig operating expenses were USD 21.6 million for the year and relate to the accommodation rigs. General and administrative expenses were USD 6.8 million for the year, including USD 2.1 million relating to share-based payments. The share-based payments had no liquidity effect in Depreciation expense was USD 7.2 million in 2005 and was primarily attributable to the accommodation rigs. Awilco Offshore s share of the result in Premium Drilling was USD 1.1 million in Net financial items were USD 3.1 million. Interest expense totaled USD 4.8 million. Profit before tax was USD 2.3 million, and net profit was USD 1.9 million. Basic and diluted earnings per share were USD The Board confirms that the accounts have been prepared based on the assumption of going concern, in accordance with 3.3 of the Norwegian Accounting Act. Capital As of December 31, 2005, total assets amounted to USD 445 million. Investments in 2005 were USD million, including USD 8.8 million related to upgrades for the accommodation unit Port Reval. Awilco Offshore is well positioned to meet its future commitments through its strong cash position and undrawn credit facilities.

2 During 2005, Awilco Offshore raised NOK 1 billion in new equity. In addition, new shares were issued as settlement in connection with the purchase of shares in Petrojack ASA and Offshore Rig Services ASA. At December 31, 2005, Awilco Offshore had million shares outstanding. Liquidity and financing Awilco Offshore expects to finance the rigs under construction with internal funds and debt facilities. At December 31, 2005, Awilco Offshore had USD 35.8 million in cash and cash equivalents. In addition, Awilco Offshore had large undrawn credit facilities with Nordea and Standard Chartered Bank. In January 2006, Awilco Offshore increased its credit facility with Nordea to USD 410 million. In February 2006, Awilco Offshore issued a USD 100 million unsecured bond loan. Interest-bearing debt was USD million at December 31, Interest-bearing debt increased during 2005 and will continue to increase due to the construction of the drilling rigs. Drilling services The Construction process The rigs are under construction at two reputable yards in Singapore, PPL Shipyard Pte Ltd. and Keppel FELS Ltd. The contracts are fixed price based and the rigs will be delivered ready to drill. Total project costs include contract price with the yard, site supervision, pipe handling equipment, spare parts and finance costs during construction. Awilco Offshore has established project teams at each yard responsible for drawing approval and building supervision. The teams comprise of people with extensive experience from similar projects. With the present tightening in the offshore industry, both yards have an extensive workload. However, Awilco Offshore is satisfied with the project development. It is our opinion that the designs of the rigs under construction will meet the increasing requirements of the market. First drilling contract awarded in 2005 In September 2005, Awilco Offshore secured a long-term contract for WilPower with Arabian Drilling Company (ADC). The five-year bare-boat contract has a day rate of approximately USD 70,000 per day (transferable to T/C of approximately USD 107,000 per day). ADC will employ the rig in Saudi Arabia and is responsible for all operating and local expenses. The ADC contract placed Awilco Offshore in position to declare options for further drilling rigs without raising additional equity. Premium Drilling During 2005, Awilco Offshore and Sinvest ASA established a joint owned entity, Premium Drilling, to manage the operations of the companies fleet of drilling units. Premium Drilling has its headquarters in Houston, Texas, as the majority of the companies clients are international oil companies. Premium Drilling will be a substantial drilling contractor operating a large share of ultra premium newbuildings worldwide. During the first year of operations, focus has been on recruitment, establishing management systems and preparation for operations. International oil and gas companies already accept Premium Drilling as a provider of drilling services.

3 Petrojack ASA In August 2005, Awilco Offshore acquired approximately 20 % of the shares in Petrojack ASA for USD 27.1 million. Petrojack has three jack-up drilling rigs under construction at the Jurong Shipyard in Singapore. The scheduled deliveries are in 2007 and Petrojack is listed on the Oslo Stock Exchange. Awilco Offshore and Sinvest ASA own approximately 40% of the shares in Petrojack. The companies have agreed to cooperate on any future investments in Petrojack. At December 31, 2005, the fair value of the Petrojack investment was USD 39.3 million. Offshore Rig Services ASA On December 30, 2005, Awilco Offshore entered into an agreement to acquire approximately 38% of Offshore Rig Services ASA (OFRS) for NOK 26 per share. The transaction was completed in January OFRS has a semisubmersible drilling rig under construction at Yantai Raffles Shipyard in China, and options for three more units. The rig is a cost effective unit designed for the requirements in the North Sea/NCS, and can bid for approximately 95% of the contracts in the North Sea. The shares of OFRS are traded on the Norwegian OTC market. Accommodation services Awilco Offshore owns two of only four accommodation units approved for work on the Norwegian Continental Shelf. Port Rigmar, a jack-up type unit with 326 beds, is employed on a long-term contract with ConocoPhillips at the Ekofisk Field (NCS). The contract runs firm until October Port Reval, a semisubmersible unit with 362 beds, completed a contract with BP Clair (UKCS) in January During the spring of 2005, the unit was in port for required upgrades in order to be compliant with Norwegian rules and regulations. In June 2005, the unit mobilized for BG Armada (UKCS). In August 2005, it moved to Eldfisk Field (NCS) for ConocoPhillips. The assignment runs until July 2006 when it will commence the eleven month long Frigg Decommissioning Program for AkerKvaerner and Total. Markets and Prospects Drilling services The rig market has developed positively throughout the year and by year end most market segments were experiencing close to full utilization. Sustained high oil prices have contributed to an increased demand for drilling services, which have resulted in day rates for jack-up drilling units showing a very positive development. The positive market view is also reflected in the increase of newbuilding contracts entered into during As a result, most shipyards are operating at full capacity and realistic new rig deliveries are now well into In 2005, the industry saw the effects of multiple hurricanes making their paths through some of the most active offshore areas in the US Gulf of Mexico, resulting in a number of smaller and older units never returning to active duty. This incident has highlighted the need for replacing an aging worldwide jack-up fleet. It is our view that the industry s focus on Health, Safety and Environment (HSE) is a substantial argument in favor of increased demand for new high specification jack-up units.

4 For the first time in several years, the market is experiencing close to full utilization. Some segments are experiencing a shortage of available units, resulting in the deferral of drilling programs. This situation is expected to affect the jack-up drilling market positively going forward. Awilco Offshore believes it is well positioned to take part in the continued strong market. Due to the increased demand for jack-up drilling services and increased focus on safety and efficiency, we expect all new jack-ups scheduled for delivery over the next several years to be absorbed and find attractive employment in the market. Awilco Offshore sees a strong market during the coming years based on the following: Continued high energy prices Increasing E&P spending by oil companies Demand for jack-up drilling rigs outstripping supply The early deliveries of Awilco Offshore s uncommitted newbuildings make it well positioned to benefit from the continued strong market. Accommodation services The market for North Sea accommodation units improved considerably during the second half of The utilization factor for the existing fleet increased and rate levels improved. In early 2006, all North Sea units were fully employed. Port Reval is available from mid 2007, and Awilco Offshore is actively seeking new employment for the unit. Awilco Offshore expects market rates to remain at least at current levels. Hence, Port Reval should benefit from a strong North Sea market with limited supply and a historically high rate level. We also expect the current strong market will result in additional contract opportunities for Port Rigmar. HSE and Organization Awilco Offshore emphasizes in all its business areas to stay in the forefront of developments regarding safe and secure operations. The business operates in compliance with national and international requirements and guidelines. The operational management of the drilling and accommodation units achieves high quality standards through management agreements. The Chairman of the Board is Sigurd E. Thorvildsen, and the Managing Director is Henrik Fougner. The working environment and team spirit are considered to be good. There have been no work accidents, resulting in injuries to personnel, during the year The corporate management of Awilco Offshore is focused on preventing any discrimination due to gender or race in matters such as pay, promotion and recruitment. Awilco Offshore has built up site teams in Singapore to supervise the construction process at the two yards, Keppel FELS and PPL. Commercial and operational management of the drilling rigs are ensured through Premium Drilling. Premium Drilling has developed a systematic integrated approach to HSE management that is designed to ensure compliance with relevant laws and regulations and achieve continuous improvement of business performance. These systems will be in place when the first rig is to be delivered from the shipyard.

5 The operation of the accommodation units is handled through the independent managers OSM Offshore and Polycrest. The management companies report a negligible frequency of injury and accidents and no spill or contamination to the external environment. Statements on corporate governance Awilco Offshore adheres to the Norwegian Code of Practice for Corporate Governance issued in December The company applies this code to ensure that it has implemented corporate governance that clarifies the respective roles of shareholders, the board of directors and executive management. Awilco Offshore is organized based on a clear and simple model in order to achieve the highest possible efficiency, a clear division of responsibility and the benefits of measurable corporate synergies within its organization and business areas. The Board of Directors of Awilco Offshore manages business risks by fostering proper controls, though without discouraging innovation and entrepreneurship. The Board is comprised of people with broad experience within management, finance, law and the offshore industry. Management and the Board have a good working relationship that has enabled efficient management and a profitable development of the company through its first year of operations. The Code of Practice is based on the comply or explain principle, whereby the Board of Awilco Offshore annually produces a report where it explains any differences from the Code of Practice. The report can be viewed in detail on our web site; Company risks Awilco Offshore is exposed to market risks, construction risks, operational risks, financial risks and strategic risks. The Board and management manage these risks through ensuring a close supervision of the construction process, retaining a close relationship with the external management providers and through continuous reporting and monitoring. Strict safety management systems are implemented to ensure a safe and efficient operation and working environment in the rig operations. The increase in newbuilding activity for drilling rigs has resulted in pressure on all parties involved in the construction of the rigs, mainly the yards and the various suppliers of equipment to the rigs. Although we have no information that such increased newbuilding activity should result in delays, it is a risk that is closely followed. Awilco Offshore s project teams monitor the construction progress closely. Major factors in determining market risks are future oil and gas prices. As presented elsewhere in this report we believe that future energy prices will remain high. If, however, future oil and gas prices were to fall significantly this could result in a lower than expected demand for Awilco Offshore s drilling rigs. Shareholders and equity Awilco Offshore s main shareholder is Awilco AS, which, at the date of this report, owns approximately 41.5% of the outstanding shares. As of December 31, 2005, the 20 largest shareholders owned approximately 80% of the outstanding shares. Investors located outside Norway owned approximately 50% of the free float. At December 31, 2005, Awilco Offshore ASA had distributable reserves according to the Norwegian Companies Act of NOK million, including the transfer of NOK

6 526.1 million from the share premium reserve resolved by the general meeting of April 4, The parent company showed a net profit of NOK 7.3 million for 2005, which the Board proposes to allocate to retained earnings. The annual general meeting is planned to be held on May 23, The Board recommends no dividend to be paid. Oslo, March 29, 2006 The Board of Directors of Awilco Offshore ASA Sigurd E. Thorvildsen Chairman of the board Alex Wilhelmsen Board member Tor Bergstrøm Marianne Blystad Jarle Roth Board member Board member Board member AWILCO OFFSHORE ASA: Postal address: P.O.Box 1583 Vika, NO-0118 OSLO, Visiting address: Beddingen 8 Aker Brygge, Telephone: , Telefax: , The Register of Business Enterprises: NO MVA