Analyst Forum Presentation - 2nd June 2014 0 Agenda I. Introduction, Corporate Governance & Safety review: Bode Makanjuola, CEO II. Financial Review Samuel Ileoma, CFO III. Closing Remarks Bode Makanjuola, CEO IV. Questions & Answers 1 Introduction 2 An Indigenous Marine & Aviation Logistics Service Provider 3 Board of Directors Management Team Mr. Adeniyi Makanjuola Chief Operating Officer Mrs. Joy Okebalama GM, External Relations Capt. Charles De’ Mannoury Director, Operations Mrs. Titilola Adigun GM, Internal Audit Mr. Robert Strating Director, Safety & Quality Mr. Tolu Osunsanya GM, Finance Mr. Kingsley Uwagbale Director, Strategy & Planning Corporate Governance & Safety Review 6 Corporate Governance Framework Robust Corporate Governance & Adherence to Best Practices Audit Committee § § ■ § Implemented KPMG Corporate Governance framework recommendations Chairman: Mr. Bashiru Bakare (Non-Exec. Director) Mandated to examine the auditors report and make recommendations thereon to the General Meeting Meets once every quarter Governance & Implementation Committee ■ ■ Balanced Board of Execs & Non-Execs Full compliance with SEC’s code of corporate governance for public companies BOARD COMMITEEES § § § Chairman: Chief Raymond Ihyembe (Independent Director) Tasked with overseeing the Corporate Governance policies and procedures of the Company Meets once every quarter Risk & Finance Committee § Chairman: Mr. Akin Kekere- Ekun (Non-Exec. Director) Identify, outline and implement the Company’s key risks and internal controls; design bespoke enterprise risk management and regulatory compliance framework § Meets once every quarter § Safety Committee § ■ Safeguards and Minority Protections § § Chairman: Mr. Bashiru Bakare (Non-Exec. Director) Oversight of the safety and quality policies, initiatives and performance of the Company from a macro perspective Meets once every quarter 7 Safety & operational performance • Transitioned within 4 years from Intra City shuttle service operator and Ad-Hoc charterer to the leading indigenous Oil & Gas support service operator in Nigeria. • Secured two of the most prestigious Oil & Gas support contracts for Shell and Total. A clear indicator for our Safety Performance and Operational Excellence. • In 4years our owned fleet grew from 2 to 7 and staff strength increased to over 600 without major incidents and accidents both on the ground and in the air. NUMBER OF FLIGHT HOURS AND FLIGHTS PER YEAR 30000 25000 20000 Flight Hours 15000 Number of Flights 10000 5000 0 2008 2009 2010 2011 2012 2013 8 Safety & operational performance - contd • Solid Safety Performance since inception of the Company. • Zero Accidents and Zero Incidents despite rapid growth and challenging operational environment • Implementation of modern proactive Safety Management System exceeding Regulatory and Client requirements • Our drive for safety and “aim for zero” in Nigeria or anywhere else in the Sub-Saharan region makes our value proposition very attractive and socially responsible FATAL ACCIDENT RATE PER MILLION FLIGHT HOURS 9 8 7 6 Industry Average 5 OGP Average 4 Comuter Average Commercial Average 3 Caverton Average 2 1 - 0 2008 2009 2010 2011 - Source: - IHST OGP ASC presentation 4 March 2013 - IAGC/OGP Joint HSE forum presentation 2 Nov 2010 2012 9 A Growing Diverse Portfolio of Operating & Strategic Assets Caverton Marine Vessels Operating Assets" LIV K: § Accommodates up to 42 personnel § Deadweight of 1380mt § Suitable for general offshore support services § Vessel is DP 1 and fitted with a FIFI Class 1 System Caverton Helicopters – 22 Aircraft 8x 2x Caverton has had an impressive track record in ownership and management of vessel, which meets current major oil company standards Anchor Handling Tug Supply Vessels (or AHTS) carry out operations for positioning, maintaining and moving oil and gas platforms. They are equipped with powerful engines and winches and can tow drilling rigs, position and lift anchors, and deploy a range of equipment necessary for oil production 2x Platform Supply Vessels (or PSV) take equipment and special products to offshore platforms. In addition to a large deck area for the transport of all types of equipment, including extra-large and non-standard dimension packages, they offer sizable storage capacity 3x 7x Facilities" Caverton Helicopters Lagos Hangar Facility § Located at Murtala Muhammed International Airport § 1250sq meters § Offers specialized maintenance and repair Lagos Heliport, Victoria Island § Located at the centre of business metropolis § Transit point for business & offshore travellers § Only licensed heliport in Lagos AgustaWestland AW139: § 15 seater; Large passenger cabin § High speed § Powered by two pratt & whitney PT6C-67C turboshaft engines Bell Helicopters 412 EP: § 11 seater § Twin turbine § Advanced technology design § For on-site and off-shore logistic services DHC6-400 & DHC6-300 Twin Otter: § Twin engine § 20-passenger STOL utility aircraft § 150-300km/hr speed range S-76C Sikorsky Series : § 12 seater § Technologically advanced; Powerful engines § High level safety features EC155 Eurocopter Helicopter & Dauphin N3: § 5-ton twin engine § The EC155 is an enhanced version of the Dauphin family § Low noise level Port Harcourt Hangar Facility § Located at NAF Base Port Harcourt § 1200sq meters § 9 bay hangar with workshops 10 Why the AgustaWestland AW-139 ? Equipped with the 7 key safety enhancing features required by Shell, Total and other IOCs 1. Late FAR 29 designs with glass cockpits 2. High fidelity flight simulators available 3. HUMS Vibration Monitoring 4. Flight Data Monitoring and Satellite tracking installed 6. Performance Class 1 available due to lightweight construction and strong engines 7. Enhanced Safety Features like Ground Proximity Warning and Traffic Collision Avoidance Systems 11 Caverton Strategic Logistics & Support Facilities Lagos Hangar Facility § Located at Murtala Muhammed International Airport § 1250sq meters § Offers specialized maintenance and repair Port Harcourt Hangar Facility § Located at NAF Base Port Harcourt § 1250sq meters § Fully equipped 9 bay hangar § maintenance and repair service including Avionics, blades, dynamic components Lagos Heliport, Victoria Island § Located at the centre of business metropolis § Transit point for business travellers § Only licensed heliport in Lagos § Contemporary floating helideck and a heliport with i-Fi facilities Warri Hangar Facility § Modern hangar facility § Serves as a base for the company’s upstream oil and gas operations § Offers specialized maintenance and repair Caverton Integrated Services Facility (1) § Ultra modern Maintenance Repair and overhaul facility § Will include an aviation training centre for pilots and air crew § Currently under construction Cameroon Hangar Facility § 1250sq meters § Serves as a base for the company’s upstream oil and gas operations § Offers specialized maintenance and repair Best in-class strategically located facilities including a new simulation and training centre for pilots 1. Picture of a replica Maintenance Repair and Overhaul facility as CIS centre is still under construction 12 Financial Review 13 Historical Financial Performance Revenue EBITDA & EBITDA Margin NGN BN 7.0 18.7 18.0 16.1 6.0 16.0 10.9 12.0 7.0 8.0 6.0 4.2 30% 3.0 5.4 2.0 4.0 2.4 25% 2.7 1.5 20% 15% 1.5 10% 1.0 2.0 0.0 5% 0.0 Net Income EPS : 3.80 13.0 10A CHL 12.0 11A CML 1.80 12A 13A 40.6 DPS : 56.0 1,875 2,000 1,360 60.0 350 50.0 300 40.0 30.0 1,000 500 436 20.0 402 128 10.0 60 0 0.0 08A 09A 10A Net Income (LHS) 11A 09A 10A EBITDA (LHS) 11A 12A 13A EBITDA Margin (RHS) Dividends 2,500 1,500 0% 08A 12A 13A EPS (RHS) NGN Millions 09A Kobo 08A 5.00 7.50 8.00 318 251 268 168 150 100 50 0 09A 10A Dividends (LHS) 11A Audited FS 2008 -2011 NGAAP, 2012 and 2013 IFRS 9.50 250 200 45% 35% 4.0 10.0 50% 40% 4.5 5.0 14.0 NGN Millions 6.0 10.0 9.0 8.0 7.0 6.0 5.0 4.0 3.0 2.0 1.0 0.0 Kobo NGN BN 20.0 12A DPS (RHS) 14 An Service Provider Financial review – FY 2013 vs 2012 N'000 2013 2012 Δ (N'000) Δ (%) Operating Revenue 18,662,906 16,132,083 2,530,823 16% Operating Expenses 11,208,740 10,094,669 1,114,071 11% G & A Expenses 2,213,519 2,352,304 (138,785) -6% Depreciation 1,559,576 983,107 576,469 59% Loss on asset disposed 1,927,917 1,113 1,926,804 173118% EBIT 1,753,154 2,700,890 (947,736) -35% Other Income 2,664,604 862,105 1,802,499 209% Interest Expense-debts 1,258,904 1,400,140 141,236 -10% Income Tax Expense 1,283,839 802,688 (481,151) 60% Net Income 1,875,015 1,360,167 514,848 38% EBITDA 5,977,334 4,546,102 1,431,232 31% 32% 28% 2,530,823 4% EBITDA margin Growth in revenue driven by" - Increased activity on IOCs Contracts 23% " - Vessel Charter 8% " - Offset by Ad-hoc Helicopter Charter (15%)" " Operating expense" - Crew salary up 9%, Vessel hire 3% reduced by consumables 1%" Disposal loss due Tanker Vessel sale at best offer after several failed disposal attempts " 15 Capitalisation & Financial Policy 31-Dec-13 N'000 Cash and Cash Equivalents 1,642,287 Secured Debts 11,465,425 Others 8,773,518 Total 20,238,943 Net debt Cost of Debt N‘Billions Value Tenor % Interest IOC Loans 8.8 2017 2.5% Banks 10.8 2017 11.3% Others 0.6 2017 11% Weighted Cost 20.2 7.32% 18,596,656 Capital Structure - FY 14 to 17 Shareholders' equity 11,380,060 Total capitalisation 31,619,003 Net Debt / EBITDA 3.11x EBITDA / Interest expense 4.75x Net debt / Net capitalisation 62% Total debt /Total capitalisation 64% 97% of our debts are linked to specific contracts whose repayments are spread to terminate within the contract tenor. The near term capital structure will mirror FY13 position except as reduced by yearly debt repayments and organic growth of shareholders’ equity. Future acquisitions will be evaluated to determine the optimal capital mix along with the long term implication for our capital structure 16 COSG – Revenue Segmentation Revenue by Business Segment Revenue Contribution by Business Segment % 2.2 2014E 2015E 2016E 2017E 0.9 Helicopters 83% 80% 70% 65% Marine 14% 15% 20% 20% Maintenance & Repair 3% 5% 8% 10% Training 0% 0% 2% 5% 16.4 15.2 12A 13A CHL CML Agency 3% Ad-hoc charter 2% Maintenance 2% IOC contracts 96% FY13 A - CHL Revenue segmentation Contract 97% FY13 A - CML Revenue segmentation AD HOC CONTRACTS Key Revenue Drivers – Helicopter segment Revenue = = Revenue Fixed Monthly Rate 40% 60% Source : IOC contract documentation Variable ( Hrs x Rate) Variable Hourly Rate (non –contract based) Helicopter Contract Structure Variable Hourly Rate + Fixed Monthly Rate Per Helicopter Operating Fleet - Aircraft Owned Leased/ 3rd Party1 Total AW 139 5 3 8 S 76++ 0 3 3 EC155 0 6 6 Dauphine N3 0 1 1 Twin Otter DH400 1 0 2 Twin Otter DH300 1 0 Bell 412 0 2 2 Total 7 15 22 1Comments: Except for the EC 155 and Bell 412 aircrafts which are directly under our management , the others are leased and operated through 3rd party. Vessel operations Following a strategic decision to move out from the low-margin LPG tanker operations, we disposed of certain assets to enable us to reposition for the acquisition of supply vessels for the oil and gas industry. An Service Provider We currently have Joint Venture relationship with RK Offshore who operate a pool of 22 Offshore Supply Vessels. A vessel (owned by CAVERTON ) in this pool is on contract with an IOC Vessel contracts are based on Fixed Daily Rate. We estimate EBIT margin to be approximately 20% of revenue. 20 Dividend policy Historically, we have consistently paid dividend since 2009. " Unit Year kobo 2013 kobo 2012 EPS DPS 0.56 0.41 0.095 kobo 2011 0.02 0.08 kobo 2010 kobo 2009 0.12 0.075 0.13 0.05 Our dividend policy into the future will be a balance between the requirement for organic growth and the need to reward our loyal shareholders." 21 Closing remarks 22 Current contract status 2010 2011 2012 2013 2015 2014 2016 2017 2018 2019 2020 2021 Jun 2010 5 yr contract with a 2 yr extension option (which has already been exercised)" Mar 2011 Helicopters" 3 year contract" Early 2012 2 year option" 5 year contract" 2 year option" Aug 2013 3 year contract " Aug 2013 4 year contract Ad-hoc " Ad-hoc Charter" Marine" 3 month rolling contract" 23 Looking Forward: Contract opportunities - Marine " TENDER STAGE COMMENCEMENT DATE TYPE OF VESSEL BASE OF OPERATIONS DURATION STATUS Technical Stage TBA 1 x Platform Supply Vessel Escravos TBA CM to undergo last stage of audit on 30/5/14, and be prequalified to receive ITT Technical Stage Q4, 2014 PlaQorm Supply Vessel(1) TBA 3+1 Ongoing Technical Stage Q3, 2014 PlaQorm Supply Vessel Lagos TBA ITT received 24 Contract opportunities - Helicopters TENDER STAGE COMMENCEMENT DATE Technical Stage Q4, 2014 Technical Stage Q4, 2014 C o m m e r c i a l Stage Prequalifica^on Stage Technical Stage Technical Stage/ C o m m e r c i a l Proposal Technical Stage Technical Stage Not Specified(NS) Q1, 2015 (1st March) Q1, 2014 NS NS NS NO. OF HELICOPTERS S76D (3) BASE OF OPERATIONS L a g o s & P o r t Harcourt S76D (3) Ibeno (QIT) and Port Harcourt B412(3) & B407(7) Escravos, lagos,PH 7 Warri Helicopters(2) 7 Ghana Fixed wing(1) S76D (1) Nacase HELICOPTER (1) Brass Island & PH DURATION 5 TENDER STATUS Ongoing 5 Ongoing NS Ongoing NS Ongoing 5 NS Ongoing Submieed F i x e d W i n g ( 1 -‐ Lagos private Jet) Helicopters (2/3) George Airport, South Africa 5 S u b m i e e d 22/3/2013 Ongoing 5 Evaluation of aircraft orders is based on certainty of converted opportunities. Orders are placed as soon as this is determined along with the appropriate financing mix (i.e debt and/or equity financing) for the asset acquisition. 25 Compelling proposition We have shown capacity to maintain a high level of operational safety which is key to our industry. " Our corporate governance structure is now fully embedded within the group." Our revenue base is solid and has grown substantially over the last 5 years." " Looking to the future, we plan a growth rate of between 13 and 17% on revenue year on year." " 26 Thank You Q&A 27
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