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Hoegh LNG Partners LP Common Units representing Limited Partner Interests
Q1 2022 Earnings Conference Call
5/25/2022
spk02: Good morning and welcome to the Hogue LNG Partners first quarter 2021 earnings conference call. All participants will be in listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star then one on your telephone keypad. To withdraw your question, please press star then two. Note, this event is being recorded. I would now like to turn the conference over to Hvar Furu, Chief Financial Officer and Interim CEO. Please go ahead.
spk00: Thank you, Andrea, and good morning, ladies and gentlemen, and welcome to Hög LNG Partners Earnings Call for the first quarter of 2022. My name is Hvar Furu, and I am the Chief Financial Officer of the partnership, and I also fill the role as Interim CEO. For your convenience, this webcast and presentation is available on our website. Turning to page two in today's presentation, we have an overview of the content of the presentation. I will start with some highlights from the first quarter, then cover the quarterly financials. Thereafter, I will give a market update before summarizing the presentation. You will have the opportunity to ask questions at the end of the call. Before we start, please take note of the forward-looking statements on page 3 and a glossary on page 4. Then turning to page 5 and the highlights. I'm pleased to report that the fleet had 100% availability in the quarter. This resulted in total revenues of 35.3 million and a segment EBITDA of 33.4 million in the quarter. As of today, the partnership has not been materially impacted by the COVID-19 pandemic. The Högl NG Group has taken steps to mitigate risks from COVID-19 and ensure the health and safety of our crews and staffs, which is our highest priority. Thanks to the hard work of our people on board the vessels and on shore, the fleet is operating as expected despite the pandemic. The Hergallant commenced FSU operation in Jamaica for New Fortress Energy towards the end of the first quarter. Despite the pending arbitration with the Charter under the Lease and Maintenance Agreement for the PGN-FSU Lampung, both parties have continued to perform their respective obligations under the agreement. No assurance can be given at this time as to the outcome of the dispute with the Charterer. The refinancing of the K-PAN debt facility, which was agreed on December 15, 2021, is expected to close on June 1, 2022. Today, the partnership announced it has entered into a definitive merger agreement with Hergel & G, pursuant to which Hergel & G will acquire for cash all of the outstanding publicly held common units of the partnership at a price of $9.25 per common unit. I will speak more about this on the next page. Turning to page 6, we cover the merger agreement with Högl & G. As mentioned, pursuant to the merger agreement, Högl & G will acquire for cash all of the outstanding publicly held common units of the partnership at a price of $9.25 per common unit. The revised price represents an increase of $5 when compared to the offer of $4.25 per common unit made by Högl & G on December 3, 2021. and a premium of 35% to the closing price of the partnership's common units of $6.85 per unit yesterday. In connection with the transaction, the board of directors of the partnership directed the conflicts committee of the board of directors, comprised solely of the directors unaffiliated with Högl & G, to consider Högl & G's offer. Following a period of discussion with Högl & G and its advisors, the conflicts committee approved the merger agreement and determined that the merger agreement and the transaction contemplated thereby are in the best interest of the partnership and the holders of the partnership's common units unaffiliated with Högl NG. Based on the recommendation of the Conflicts Committee, the Board of Directors unanimously approved the merger agreement and recommended that the partnership's common unit holders approve the merger. The merger is expected to close in the second half of 2022 and is subject to approval of the merger agreement and the transaction contemplated thereby by a majority of the outstanding common units of the partnership and certain regulatory filings and customary closing conditions. Fergal & G owns 45.7% of the common units and has entered into a support agreement with the partnership, committing to vote its common units in favor of the merger. The Series A preferred units of the partnership will remain outstanding. Turning to page seven, we are showing an overview of the partnership's modern assets. The partnership has approximately eight and a half years average remaining contract length and full contract coverage until late 2026. Turning to page nine, we have the key figures for the quarter showing an operating performance which was weaker than in the same quarter of 2021 with a segment EBITDA of 33.4 million in the quarter compared to 34.5 million in the first quarter of 2021. The decrease is mainly due to increased administrative expenses. The limited partners interest in the net result was 16.3 million in the quarter, down from 20 million in the same quarter of 2021. Turning to page 10, we are showing the development in key measures over time. And as you can see from the graphs, the operating performance remains relatively stable. Two quarters have marked negative deviations, the second quarter of 2019 and the second quarter of 2021. In the first instance, the deviation was primarily caused by the dry docking and maintenance of the hook gallant in 2019. The deviation in the second quarter of 2021 was primarily caused by a tax provision for previous periods following a result of a tax audit which we disagreed to and have disputed. Turning to page 11. Here we are showing the income statement in more detail. Total revenues of 35.3 million in the quarter was about 0.5 million more than in the same period in 2021. Western operating expenses of 6.2 million in the quarter were almost the same as in the same period last year. Administrative expenses of 4.1 million in the quarter were 1.4 million higher than in the first quarter of 2021. The increase is primarily caused by higher consultancy fees and audit fees. Equity in earnings of joint ventures for the quarter was 8.6 million, a decrease from 11.1 million for the same period of 2021. Unrealized gains on derivative instruments impacted the equity in earnings of joint ventures for the first quarter of 2022 and 2021, respectively. Excluding these derivative items, equity in earnings of joint ventures would have been 3.8 million in this quarter, an increase from 3.4 million for the same period in 2021. Total financial expense of 5.5 million in the quarter equals a decrease of 0.7 million from the same quarter of 2021. Income tax expense of 2.8 million in the quarter represents an increase of 1.1 million from the same quarter of 2021. Turning to page 12, The balance sheet has not changed much since year-end 2021, with total liabilities and equities standing at $1 billion at the end of the quarter. The $85 million revolving credit facility from Högl NG, which is currently drawn with $24.5 million, is now classified as current liabilities, as it matures on January 1, 2023. Turning to page 14 on the LNG market. Global LNG trade rose 8% in the first quarter of 2022 compared to the first quarter of 2021. The LNG market witnessed a significant shift in regional demand with Europe in the driving seat. The European LNG import increased with an impressive 64% in the first quarter of 2022 compared to the first quarter of 2021, and LNG prices continue to be high. The high demand for LNG in Europe is to a large degree driven by uncertainty around access to Russian pipeline gas. Turning to page 15, we have two graphs illustrating the projected development in global LNG markets from now until 2026. In the chart to the left, the incremental volume supply is projected for the most part to come from the USA, Russia, and the Middle East. The recent surge in demand and higher LNG prices have led to more long-term LNG sale and purchase agreements concluded lately, bringing potential new liquefaction capacity closer to FID. This would potentially add to the long-term supply growth at the back end of this period. The graph to the right shows the projected growth in LNG imports globally. As you can see, global LNG demand growth is projected to remain robust, mainly driven by the Asian region and Europe. In the current geopolitical situation, European countries seem to be determined to secure both LNG and LNG import capacity to safeguard the energy supply and shift away from Russian pipeline gas. This has recently led to an increased demand for FSAUs as import facilities from countries such as Germany, the Netherlands, Italy, Poland, Finland and others, typically looking to secure a large capacity FSAUs with prompt delivery. With that, I turn to page 17 for a summary, where I would like to highlight the following. 100% availability of the fleet during the quarter. Segment EBITDA of 33.4 million in the quarter. Refinancing on the Cape Band debt facility expected to close on June 1st, 2022. Merger agreement with Hergel & G, pursuant to which Hergel & G will acquire for cash all of the outstanding publicly held common units of the partnership, at the price of $9.25 per common unit.
spk03: And with that, I think we will open for questions from the audience.
spk04: We will now begin the question and answer session.
spk02: To ask a question, you may press star then one on your telephone keypad. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then 2. At this time, we will pause momentarily to assemble the roster.
spk04: And our first question will come from Chris Weatherby of Citi.
spk02: Please go ahead.
spk01: Chris Weatherby Great. Thanks, and thanks for taking the question. Maybe the first question is just on the transaction. So curious if you could sort of help us understand the $5 premium relative to the last offer price, if there's some basis that was agreed upon on the back of that or how you think about sort of capturing that premium and ultimately how it's justified given this obviously strong market outlook that you have.
spk00: Yes, thank you, Chris. And as you've seen, the transaction was announced this morning. And as we say in the press release, it has been an ongoing process, obviously, between the Conflicts Committee and Herklen G, negotiating and arriving at what has been agreed as the price. Details around this will follow in the proxy statement that will be prepared and published to the shareholders in a few weeks from now. So I need to wait with further details until the proxy statement is complete.
spk01: Okay, okay. And then in terms of, I know back half close is what we're thinking about. Do you have a rough sense of how many months you think you might need? Obviously, we need a shareholder vote, but then probably closing relatively shortly after that. Is this something that can get done in the third quarter? Are we thinking fourth quarter?
spk00: It's a bit hard to tell. I mean, first of all, the proxy statement needs to be prepared and then approved by SEC for filing. That could take one to two months, and then there will be a shareholder meeting, as you say. We think third quarter could be possible, but it's also likely that it slides into the fourth quarter. That's why we say during the second half.
spk01: That's helpful. I guess the last question, just taking a step back and thinking about the market a little bit more broadly. So clearly significant demand in the market for FSRUs, a lack of capacity, and obviously the geopolitical situation in Europe has changed the perspective significantly in the last several months. How does HUB take advantage of that? So what are sort of the strategic opportunities that you guys are looking at to try to leverage this, just given the fact that you have 100% utilized fleet as it stands right now? I know that the merger is happening, so maybe this is a moot point, but I'm kind of curious about how you guys think about taking advantage. It could persist for some time.
spk00: Yeah, it's a good question. And as you know, the partnership has full contract coverage until 2026, so there's not much the partnership can do with existing assets. You may have seen that the parent has concluded two contracts into Europe recently. It was announced two contracts to Germany. So the parent had... assets available for short or almost immediate startups. So the pilot has been able to utilize that market. Unfortunately, the partnership has full contract coverage, so there's not much to do with that. Okay.
spk01: All right. Well, thanks very much for the time. I appreciate it.
spk03: Thank you for your questions, Chris.
spk04: This concludes our question and answer session.
spk02: I would like to turn the conference back over to Havard Faroo for any closing remarks.
spk00: Okay, thank you. With that, I would like to thank everyone for dialing in and participating on the call. Thank you, and have a good day.
spk02: The conference is now concluded. Thank you for attending today's presentation, and you may now disconnect.
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