Akastor ASA

Good afternoon and welcome to the presentation of Akastor's fourth quarter results. My name is Øyvind Pålske, CFO, and I'm joined today by our CEO, Mr. Karl-Erik Kjellstad. We're also pleased to be joined by the HMH leadership team today from two different locations, so we hope that will run smoothly. They are represented by Erik Bergsvik, CEO, Tom McKee, CFO, and David Bratton, SVP Finance. We'll take questions at the end of the session, and you can send them in at any time through the online Q&A function. To kick things off, Kalle will walk us through the headline developments from the quarter. Kalle, over to you.

Thank you, Eivind, and good afternoon, and good morning to our U.S. participants, and thank you to everyone for joining us today. Let us start with the key highlights for the fourth quarter on slide two. Acosto continues to be in a solid financial position. We maintain a positive net cash position and have no draw on our corporate SEF. With this backdrop, we are pleased to announce another cash distribution of LUC 0.4 per share, supported by DDB Offshore's sale of the Scania Atlantic vessel in January this year. This marks our third consecutive quarterly distribution and confirms our strategy of returning excess capital to our shareholders while maintaining a solid capital structure. Turning to HMH, the company continues to deliver strong financial performance, illustrated in this quarter by an EBITDA of US$58 million, corresponding to 28% EBITDA margin. Importantly, HMH also generated US$66 million in cash flow, underscoring both the quality of its operations and the company's strong value creation capabilities. Also during the quarter, HMH successfully refunded its Nordic bond, lowering financing costs and also establishing an important foundation for potential future liquidity events. The value for ownership in HMH now represents close to 80% of the total capital employed. The book value stood at NOK 3.5 billion at the end of the quarter, or almost NOK 13 kroner per cost of share. Somewhat higher than last quarter, following the positive earnings contributions from HMH. Our costs offshore. The Arkov-Santos vessel was in the fourth quarter formally awarded a new four-year MPSV contract with Petrobras, expected to commence in January 2027. Early this quarter, the current contract was extended to January 2027, ensuring a seamless transition into the new contract and safeguarding earnings for Arkovs through the period. In addition, the ARCA wafer was nominated during the quarter for a new four-year SESVS contract with Petrobras, expected to start in the third quarter of 2027, with a final formal signing expected soon. It is again worth noting that our current book value of ARCA reflects a conservative measure driven by historic costs and the company's accumulated losses to date. It does not capture the underlying asset values or the strengthened contract portfolio, under which all three vessels will be operating on new, significantly improved terms from 2027 and onwards. We continue to see material upside potential in ACOVS, and we remain focused on ensuring that this value is increasingly recognized over time. DDB Offshore During the quarter, DDB offshore completed a fleet refinancing that will reduce future financing costs. The book value for investment at year-end corresponds to NOK 1.2 kroner per Acosta share, an average book value per vessel of around USD 10 million. Post the quarter, DDB sold the Scania Atlantic vessel for USD 22.75 million, significantly above the book value of this vessel of USD 9 million. With that, I'm pleased to introduce HMH CFO and EVP Thomas McGee, who will take us through HMH's fourth quarter results. Tom, please, the floor is yours.

Yes, thank you. Before I would like to say a few words to open up.

Thank you, Tom. Even though 2025 being a softer offshore market with local rig years decreasing versus 2024, our team truly outperformed operationally, I think, which you can see from both our EBITDA and cash generation in quarter. And despite in the white space in 2025, we held adjusted EBITDA flat year over year. And I'm really proud of that in a soft market that we had in 2025. Now, going forward, the feedback from customers that we heard over the last part of 2025 and now into 26 is a market recovery is likely major. We will see an inflection point. And also, I think... The recent development with Noble cutting multiple contracts and getting their fleet to a utilization rate close to 90% is a good sign that that will happen. Also that in generally what we see is that the backlog for the drillers are increasing. So we're looking ahead for an improvement. So by that, Tom, please. Thank you.

Again, as Karl-Erik mentioned, end of the year on a high note with adjusted EBITDA of $58 million on IFRS basis for the quarter, full year at $169. So we managed to go flat year over year in what was candidly a down market, or at least felt like a down market. Services performances, our services team finished the year collecting bonuses. Remember, we get bonuses on some of the CSA contracts in Q4, and that tends to make Q4 seasonally Q1 seasonally week, which has been the history of this business. You know, strong revenue performance, cash flow from operations, $66 million in unlevered free cash flow. That was great execution on collections, disciplined working capital management, and inventory initiatives. We feel like we have, under the new work structure, really driven inventory and AR to where we want them and Really great work by the operations team and the finance team in delivering on that. And now we have this cash flow that really gives us a chance to grow the business in conjunction with a potential IPO. Continue to drive improvements to the HMH 2.0 program, enhancements in the engineering and services delivery of our digital offering, drove some margin expansion. We consolidated some locations in U.S. and Norway to improve efficiency and tighten spending across the board. So just a great, great job by the team, as I alluded to as well. Continue to capitalize on the drill form acquisition and integrating into our organization and continue to position ourselves well in land. and our team's doing a lot of great work on that. We refinanced our bond. giving us a lot more capital structure flexibility and significant growth capital and, you know, continue to drive growth initiatives into 2026. So, in summary, soft market, challenging environment. We still came in flat year over year, which we're very proud of. Strong working capital, strong margins, and strong cash flow. And this puts us in a great position heading into 2026 is, to quote our customers, not us, the market looks to recover. Go ahead, David.

Great. Thanks, Tom. I'll begin with the total company results and then move into the segment details. Revenue for the quarter was $206 million, down 11% year-on-year, driven by declines in projects and product, and down 5% quarter-on-quarter, driven by projects, product, and other revenues, primarily driven to reduce backlog entering the period. Adjusted EBITDA in the quarter was $58 million, up 23% year-on-year, primarily due to strong cost efficiencies and positive impacts of inventory optimization. Quarter-on-quarter, EBITDA rose 39%, driven by these same factors, as well as strong performance in contract service agreements. The adjusted EBITDA rate was 28.2% in the quarter. Orders for the quarter were $175 million, down 17% year-on-year, driven by products and repairs, and up 2% quarter-on-quarter, driven by growth in projects and products, partly offset by decline in contract services and digital technology services. Finally on cash flow, unleveraged free cash flow in the quarter was positive $66 million in the quarter, driven by strong inventory management and working capital improvements. We're into the quarter with $97 million cash and cash equivalents on hand. Next, I'll walk you through the product line results in more detail. In aftermarket services, revenue was $103 million in the quarter, flat year-on-year, and down 2% quarter-on-quarter, driven by contract services and partially offset by increases in repairs and digital technology. Aftermarket service order intake was $75 million in the quarter, down 18% year-on-year, driven by repairs and digital technology, and down 24% quarter-on-quarter, driven by contract services and digital technology. Spares revenue was $58 million in the quarter, up 3% year-on-year, and relatively flat quarter-on-quarter, driven by the flat environment and the global offshore market. Spares order intake was $56 million, down 9% year-on-year due to decreased pressure control spares, up 1% quarter-on-quarter, driven by the slight rebound in top-sided pressure control spares, probably offset by a slight decrease in land spares. In projects, product, and other, revenue in the quarter was $46 million, down 37% year-on-year, driven by the reduced product backlog entering the period, and down 15% quarter-on-quarter due to lower product activity. Lastly, moving to net interest-bearing debt, we ended the quarter with $97 million in cash and cash equivalents and a net debt of $104 million. In December, our $200 million bond was refinanced with a new bond of the same size at an improved interest rate, strengthening the capital structure and reducing future financing costs. Overall, as Tom and Eric said, we're proud of the HMH team's performance this year and continue to advance our strategic initiatives to strengthen margins and drive operational efficiency into 2026. And with that, I'll turn the call back over to Oivin and Karl-Erik. Thank you.

Thank you very much, David. I will now take you through the Akastor financials, starting on this slide 9 with our net capital employee. As Carl already said, HMH remains our largest investment, with an R net capital employed corresponding to 50% of the book equity value in HMH. The carrying value increased by 99 million compared to Q3, driven by positive net profit in the period. The net capital employed related to NES decreased by NOK 59 million, driven by an updated valuation model in connection with year-end accounting. DDV's net capital employed increased somewhat during the period, driven by positive net cash flow development. Following the realization of Scandi Atlantic in January, DDV's net capital employed will naturally decrease in Q1. Arkov's net capital employed was reduced to zero in Q3, as Kalle mentioned, and remains then zero also this quarter. As noted previously, continued accounting losses in Arkov's have gradually then reduced our book value, and we now carry no value for our equity stake in the company. And as Kalle pointed out, this purely reflects accounting principle and is based on historic cost and does not, as such, reflect underlying asset values. It's worth mentioning here that we do carry the full value of the shareholder loans provided to the company, totaling NOK 428 million per the end of the period, which then are included in our reported net interest-bearing debt. The value of our listed holdings, which at the end of Q4 included ABL Group and Maha Capital, decreased by 7 million in the period. Following the realization of Maha Capital in January, part of this value have been converted to cash in Q1. The negative value order, which includes smaller financial investments, pension accruals and various provisions remained relatively stable through the period. In total then, our net capital employed increased by NOK 50 million in Q4, driven by HMH. Turning to the next slide for our net debt movements in the quarter. Our total net cash position decreased by NOK 192 million to a cash positive position of NOK 87 million at the end of the period. This was primarily driven by the dividend payment of NOK 0.4 per share, or NOK 109 million in total, paid out in November, as well as the settlement of the remaining seller credit to Mitsui in relation to the buyout. out of them from Akovs offshore of 38 million paid to them in Q4. The Q4 net cash position includes a net debt position of NOK 195 million in DDV offshore per year end, up from NOK 169 million in the previous quarter driven by negative cash flow in the period. Total net interest-bearing debt at quarter-ends stood at the net cash position of NOK 841 million, which includes interest-bearing positions towards ACOFS Offshore and HMH. Looking ahead to Q1, the net debt balance will be positively affected by the realization of Scandi Atlantic and then Maha Capital, partly offset by the approved dividend payments scheduled for February. Moving to the next slide, here's an overview of our external financing facilities. The DDV offshore term loan was refinanced during the period with a new US dollar 24 million reducing revolving credit facility, which will reduce total interest costs significantly and extend then the period to November 2027. 23 million was drawn on this RCF per year end. Following the completed sale of Scandi Atlantic in January, the RCF was reduced by one-third, or US$8 million. Our corporate RCF remained fully available and undrawn at the end of the period and was formally extended in Q4 to June 2027. At quarter-end, our total available liquidity was NOC $621 million, including $38 million of cash held through DDV. Then our consolidated P&L. As a reminder again, most of our holdings, including HMH, MES, and ACOFS, are not consolidated in our financials. Therefore, the revenue in ABTA represents only a small portion of our total investments. DDV Offshore delivered revenues of NOK 105 million for the quarter, with two vessels on contract throughout the period, while MRL delivered a utilization of 60% after demobilizing from its longer-term contract. EBITDA was 18 million down year-on-year and quarter-on-quarter, driven by lower utilization and of higher costs incurred in Q4. Other revenues were NOK 1 million, while other EBTA was negative 60 million, and as a result, consolidated revenue in EBTA for the quarter ended at NOK 106 million and NOK 2 million, respectively. Then our net financials. Financial investments contributed negatively by NOK 71 million, driven by the valuation adjustment related to NAS. Accounting effects were positive NOK 18 million, while net interest and other financial income added NOK 3 million and NOK 10 million respectively, bringing then total net financial items to a negative of NOK 39 million for the quarter. Share on net profit from equity-accounted investments contributed positively by NOK 62 million, driven by HMH. As mentioned, Akastur no longer recognizes losses from Akos offshore after investments reached zero in Q3. And with that, I'll pass the word back to Calle. So, please, Calle.

Thank you, Erwin. Let me then run off this presentation with some reflection on our ownership agenda. Let's start on slide 15, that has an overview of our investment portfolio. During the quarter, Fern Energy Services was refocused with the selected parts of the business card out and transferred to a new company. called IKM Løfteteknik, where Acosto holds 33% and IKM holds the remaining 67%. Following this transaction, Fern Energy Services is now a pure offshore wind maintenance provider that is based in the Netherlands. I can also mention that post the quarter end, we completed the further realisation of a shareholding in Maha Capital, generating proceeds of NOK 40 million through Acosto. Let's move to slide 16 and HMH. Most of the details have already been covered by the HMH team, but let me briefly reiterate our ownership agenda for HMH, which remains firm. Maintain a leading market position, expand the business through organic growth and value-adding acquisitions, and continue to pursue increased liquidity for investment in HMH. We are optimistic about the outlook for the drilling market from the second half of 2026 and onwards. There is no concrete update regarding a listing process. However, HMH continues to keep its S1 filing updated and is therefore maintaining readiness for a potential listing. The timing of any public offering will depend on the range of external factors. Let's move to slide 17 and Nesfaircraft. Nesvecroft continues to deliver solid results, with a EBITDA of 25, increasing by 5% to US$148 million, despite somewhat challenging recruitment environments. Operational cash flow was strong, increasing with US$23 million compared to the same quarter last year. This supported a reduction enough in conspiring debt, bringing the Nib EBITDA rate show down from 1.4 at the end of 2024 to 1.1 at the end of 2025. As mentioned earlier, NIRS Faircroft is exit ready, and together with the main owner, AA Investors, we have been exploring several alternatives for some time. However, there is nothing specific to report at this stage, and we will work with an update when there is more clarity. Slide 18, covering Arco offshore. Arco delivered revenues of US$38 million and an EBITDA of US$11 million in the fourth quarter. Operational performance was solid across the fleet, with Arco Wayfarer and Arco Santos achieving revenue utilization of 97% and 85% respectively. Santos experienced a brief maintenance stop in October, while Akof Seafarer delivered a revenue utilization of 86%, supported by stable operation, but affected some by wading or weather. From a commercial perspective, the quarter also saw an important contract development. As mentioned previously, Akof Santos was formally awarded a new four-year contract with Petrobras, and also Akof Seafarer was nominated for a new four-year contract, also with Petrobras. And these developments significantly strengthened the company's future outlook. DDV offshore. Looking ahead, our focus remains on maximizing fleet utilization by continuing to actively assess second-hand market opportunities for potential sale of the two remaining DDV vessels after the sale of Scania Atlantic for US$22.75 million in January. Finally, let us look at slide 20, key priorities for our customer going forward. Our customer strategy remains firmly in place. Our key objective is to develop the companies in our portfolio, and when timing and values are right, to execute value-enhancing exits. With a strong net cash position and no draw on our corporate facilities, we are well positioned to act with flexibility and patience, allowing us to maximize value when attractive opportunities arise. We believe the mentioned sales from the Atlantic at a value significantly above book value, as well as the sale of our shares in our capital, both completed post-recorder, are strong demonstrations of a disciplined strategy and our ability to maximize value. So, I think this concludes the formal part of the presentation. I guess we can move to the Q&A session and maybe take a brief pause before we open up for questions.

Yes, thank you, Kalle. We'll just pause for a minute or so in order to regroup and get back to you with the Q&A session. Okay, thank you. So we're back. We received a few questions on the same topics. Well, I'll take one to HMH and I'll direct it to you, Tom and Erik. HMH delivered a strong margin of 28% and US dollars 66 million of free cash flow. Can you elaborate a bit more on which operational improvements or cost initiatives that contributed the most and how sustainable you see this margin going into 2026?

Yeah, we can't give you forward-looking statements. I will say that a couple things are worth noting. One, as I said, we get bonuses, TSA bonuses in Q4. Those always contribute heavily to Q4, so you need to look at Q4 versus Q4 and Q1 versus Q1. We'll start there. Secondly, though, we have made some cost improvements throughout the year that should, you know, continue to reflect in the next several years. So I don't want to get – More specific than that, but we did have some facility consolidation. We've driven some manufacturing costs out of our core products and have driven efficiency on the manufacturing side and have just taken care of some of the overlap when we combined the two organizations. Other than that, you know, it's really a focus on growth now, and I think we have got a setup of where our fixed cost base is now. You know, we can scale the business off of it, and that's what we plan to do.

Thank you, Tom. Then a question regarding ACOFS. I'll direct that to you, Kalle. ACOFS has strengthened their commercial pipeline, including the new award for ACOFS Santos and the nomination for Wayfair. What does this mean for the potential to realize values as an owner of ACOFS?

Well, for ACOFS, as I mentioned, the commercial outlook has strengthened significantly with the QVAS is now contracted into 2021 and through 2028. So we have a solid and long horizon that will support both earnings and earnings visibility. However, the cash flow will remain somewhat limited until late 2027 due to CapEx requirements and also the remaining bearable payments on the wayfarer. But beyond that point, cash generation profile will be strong and attractive. So given this development, we continue to evaluate strategic alternatives for ACOS from what we consider to be a stronger position. And this may include value unlocking initiatives over time, such as potential separate listing or other strategic options. Although it's too early to be very specific at this stage. In parallel and connected to this, we look at refinancing solution both for the Santos facility and the wafer structure as a lease approach experience and also by that aim to unlock future value.

Thank you, Kalle. Then I think we have one last question. We'll round off with that, which I also direct to you then, Kalle. What is the most likely outcome for an NES listing or M&A deal?

You know, I don't comment on M&A before it's concluded, so what is likely I will not comment on, but what I can say is that we would prefer a sale towards a listing, and that's simply because then we will receive the proceeds immediately, while with a listing we have to unlock the proceeds over some time. So I think that's my comment.

Great. Thank you very much, and I believe that concludes our session. We'd like to thank the HMH team for participating and all others for your attention, and we look forward to welcoming you back for our presentation of our first quarter results in April. Thank you very much.