Akastor Asa Asa

Good afternoon, everyone, and welcome to the presentation of Akastor's second quarter results. My name is Øyvind Poske, CFO of Akastor, and I'm here today together with our CEO, Karl-Erik Kjellstad. We're also pleased to have our colleagues from HMH joining us from Houston, Mr. Tomek Yi, CFO, and Mr. David Bratton, SVP Finance. We'll start with some key highlights from Kalle, followed by an update on HMH from Tom and David. After that, I'll walk you through Akastor's consolidated financials before handing it back to Kalle for some closing remarks. As always, we'll wrap it up with a Q&A session. Please feel free to submit your questions at any time during the presentation using our web-based Q&A tool. With that, I'll hand it over to Kalle. Please, Kalle.

Thank you, Eivind, and good afternoon and good morning to our US participants, and thank you to everyone for joining us this afternoon. Let us start with some key highlights for the second quarter at slide number two. We are pleased to announce a cash distribution of NOK 0.25 per share to our shareholders, supported by a strong cash flow in this quarter. This is aligned with our communicated strategy to return excess capital to shareholders while maintaining its own capital structure. HMH continues to deliver robust financial performance despite reduced offshore drilling activity and softer demand for spare parts. HMH reported an adjusted EBITDA of US$36 million and a margin of 17.7% in the quarter. HMH is continuing to keeping its S1 filing with the SEC updated, and the timing of a potential launch continues to be dependent on market conditions and sentiment. The book value of our shareholding in HMH remains at around 70% of our total net capital employed. With a book value of NOK 3.4 billion, per end of the quarter and NOK 12.3 per Acosta share. Somewhat down from last quarter due to currency effects. Arcov's Offshore. Building on several years of strong operational performance, including this quarter, Arcov's Offshore is steadily renewing its order book. This includes the previously announced new contract for Akos Seafarer and, more recently, Akos Santos, which has been nominated for an award for a four-year MPSV contract with Petrovas. Both these contracts will have positive effects on the 2020-2026 results and reflect improved market conditions through stronger day rates than the current terms. Our book value of Akos was around 0.3 NOK per Acosto share at the end of the quarter. We consider this book value to be a conservative measure that it does not fully capture the company's underlying asset values. We continue to see meaningful upside potential and remain focused on ensuring that this is increasingly understood and reflected over time. DDV Offshore. Unfortunately, the announced sale of Scandi Perugino vessel was canceled as the current charter did not agree to noviate the associated charter contract. However, All three DDV vessels are now on term contracts in Australia, and we see interesting opportunities for all vessels, both when it comes to possible asset transaction and in terms of new charter contract post existing solid backlog. The book value of our investment in DDV offshore is 1.3 NOK per Acosto share, based on an average book value per vessel of about 11 million US dollars. As you might recall, we received about 3 million shares in Ordfeld Drilling in May 2024, through the execution of a warranty agreement that we established with Ordfeld Drilling back in 2018. In the second quarter, and during some days of this third quarter, we completed a sale of 50% of our shares in Ordfeld Drilling, generating a total proceeds of just over 100 million NOK. Following this sale, we now own 1.5 million shares in order fed drilling. The divestment of parts of our order fed drilling shares is in line with our cost of strategy of realizing assets to enable distribution of capital to shareholders over time. We will continue to assess the holding strategy based on market developments and capital allocation priorities. Our total book equity value by the end of the period was NOK 20 per share, and this is somewhat down from the first quarter, mainly due to currency effects. Our cost tool continues to be in a very solid financial state, which has enabled us to pay dividends. We have a positive net cash position and no draw on corporate LCF. With that, I'm pleased to introduce HMH CFO and EVP, Thomas McGee. And that will take us through the HMH second quarter result. Tom, the word is yours.

Thank you. Thank you, Karl-Erik. Going to the next slide. Order intake of 173 million in the quarter. EBITDA 36 down year on year, up quarter on quarter. Really impacted by the reduced pressure control spares volume due to current offshore rig market conditions. Talk a little bit about that for a second. Customer is being impacted by two things. One is a little bit of white space that we've heard them all talk about, all the drillers talk about. And we're a little bit of a tailing indicator on that. And we'll talk a little bit about the future as we wrap up. These drillers are obviously very positive long-term, but there's a pocket of weakness here where it slows their aftermarket and consumable purchases. At the same time, the macro uncertainty that's been introduced into the market weighs on order rates a little bit in a way that they'll try to say, I'll push this out a little bit longer before I buy. Non-essential spending gets cut. So, you know, I mean, overall, pretty resilient quarter, but it is being impacted by that slowness. So the good news is that's really that is the pocket of weakness. While North America remains weak, it didn't impact us much. And we made some good, solid progress this quarter on some land efforts outside of North America. So overall, again, a little bit of weakness, but it's very specific. In the past, when you look back at COVID, which is a much, much larger event of weakness, if you want to call it that, and you looked at what happened to the order rates, it behaved in a similar manner. And post-COVID, they recovered fairly quickly in that environment. So we've kind of seen all this before, and we've just seen a little bit of air pocket here due to the white space with our customers. On the productivity and cost efficiency side, we say that we began yielding some results. Really, they just started. This is all the process of HMH 2.0 and integrating the company and becoming one HMH. So the initiatives that we're talking about here were the right long-term initiatives for the company that we launched a year ago. It has nothing to do with a little air pocket of weakness in the offshore market. I mean so those just started to really kick in the second quarter that included some facility optimization some very real heavy lifting by our team. And finally continue to take you know steps to mitigate the impact of tariffs on this change obviously is we all know. rapidly and frequently. We think we have the situation under control. We have very good dialogue with our customers. We continue to negotiate the pricing impact of that with them in a very open and transparent way. We're confident we can mitigate a lot of that. The second and third order effects that I talk about in Q1 are still there, is weighing on the general macro environment. But in terms of what we can control, we have a very good handle on that. Our team's done a great job. So with that, I'll pass it on to David. Great. Thanks, Tom.

I'll be with the total company results and then move into the segment details. Revenue for the quarter was $203 million, down 2% year-on-year, primarily due to lower spares volume, probably offset by growth in projects and aftermarket services, and up 3% quarter-on-quarter, driven by stronger aftermarket service performance despite the softness in spares. Adjusted EBITDA in the quarter was $36 million, down 14% year-on-year, primarily due to lower spares volume, partly offset by stronger aftermarket services and cost reductions. Up 10% quarter-to-quarter, driven by volume and indirect cost performance. The adjusted EBITDA rate was 17.7% in the quarter, down versus 2Q24, driven by mix. Orders for the quarter were 173 million, down 4% year-on-year, driven by projects, product, and other, and down 13% quarter-to-quarter, driven by aftermarket services. Finally, on cash flow, unleveraged free cash flow in the quarter was negative 10 million due to the timing of annual employee incentive payments and back-end weighted projects. We ended the quarter with 38 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 92 million in the quarter, up 6% year on year, driven by an increase in overhaul and repair activity and digital technology, and up 11% quarter-on-quarter, driven by higher overhaul and repair activity. Aftermarket service order intake was $79 million in the quarter, down 3% year-on-year, driven by overhaul and repair and field service, partially offset by digital technology orders, and down 22% quarter-on-quarter, driven by the delayed offshore activity and repairs and field service. Spares revenue was $52 million in the quarter, down 26% year-on-year, and down 13% quarter-on-quarter, mainly due to lower pressure control spares volumes reflecting the current offshore rig market condition. Spares order intake was $64 million in the quarter, down 3% year-on-year, and up 5% quarter-on-quarter, driven by continued spare market purchasing restraint from the offshore customers while they work through the white space in the quarter. And products, product and other, Revenue in the quarter was $59 million, up 17% year-on-year, and up 8% quarter-on-quarter, driven by our progress on projects. Lastly, moving to net interest-bearing debt, we ended the quarter with $38 million in cash and cash equivalents and a net debt of $175 million. Overall, I'm proud of the team's performance despite the macro environment this past quarter. And with that, we'll turn the call back over to Tom.

Okay, just to wrap up, talk about the market a little bit. and really talk about it from our customer perspective so we can give you a view of what's happening. The North American land market, where we do have some business there, and we want to continue to grow that, but overall it doesn't really impact the bottom line for us today much. Coming off some conferences this summer already, it's not a great sentiment. I mean, rig count is down significantly. There's a lot of talk about shale rolling over and reaching its peak. So overall, it's created a pretty negative environment on the land market here. But on the complete other hand, despite the macro uncertainty that you see, which is very real, and people talk about cost escalating due to metals prices and everything else, over the last six to eight weeks, talking to offshore customers, they've become more optimistic in this environment. Now, we saw this from the beginning of the year to today. despite the challenges that we're facing today, in the face of that, they're improving their optimism on 26 and 27. And you've seen some of that in the contracts that have been announced, right? You see a lot of contracts that are starting. Some of them will start this year, some of them not till halfway through next year. That obviously has an impact on us when you think about the timing of that. But the good news is they are firming up their view of 26 and 27, and it's a very positive one. And when you look at the equity research that's been coming out, I've noticed over the last week or two, there's been an increased volume of, hey, this is looking good long-term. Let's look to 26 and 27 coming out of the Wall Street research community. So despite a little bit of air pocket, despite a little bit of weakness, Our customers see a very bright future offshore and are continuing to invest in their rigs for the long run and upgrade technology. And, you know, again, once these contracts start, I think it's going to be a quite, quite positive environment. So with that, I will wrap it up and pass it back to the demon and also.

Thank you very much, Tom, for that update. I will then take you through the Acosta financials starting on slide nine with our net capital employed. As mentioned, HMH remains our largest investments with Acosta's net capital employed corresponding to 50 percent of the book equity value in HMH. The carrying value of our HMH investment decreased by 35 million compared to Q1, primarily then due to FX effects, partly offset by positive net profit from HMH in the period. The net capital employed related to NES and DDV also declined somewhat in Q2 driven by FX. The net capital employed of ACOFS as of Q2 was 79 million, down from 109 million in Q1, reflecting our 66.7% share of the net loss in the period. As noted, the current contract portfolio continues to generate losses in ACOFS, which reduces our book value. That said, and as Calle mentioned, we view this book value as conservative and not fully representative of the underlying asset values. The value of our listed holdings, which now include Oddfjell Drilling, ABL Group and MA Energy, decreased by a total of 57 million in the period. 37 million of this was related to a value decline in Avilco Drilling, broadly offsetting the cash dividend received from the company, Bajakastur, during the period. Our holding in Oddfjell Drilling was valued at 146 million at the end of Q2, down 16 million from Q1. This was driven by the sale of shares for 57 million in the quarter, of which 10 million was received as cash in Q3, partly offset by an increase in the share price. After quarter end, we divested an additional portion of the holding in Oddfjell, bringing total cash proceeds to 104 million. The negative value of other, which includes smaller financial investments, pension accruals and various other provisions, was reduced by 13 million in the quarter. The balance here mainly relates to pension obligations. In total, our net capital employed decreased by 147 million in Q2, primarily then driven by FX effects. I'll then turn to the next page for an overview of our net debt movement, or rather the net cash movement. In Q2, our total net cash position increased by 126 million to a net cash position of 145 million at the end of the period. This increase then was primarily driven by the divestment of Oddfjell Dridling shares, as well as cash proceeds from Akovs Offshore following their refinancing of Seafarer in April. The Q2 net cash position includes a net debt position of 228 million in DDV Offshore. Total net interest-bearing debt at the end of the quarter stood at a net cash position of 814 million, including our interest-bearing positions towards Akoffs Offshore and HMH. Compared to the previous quarter, our position towards ACOFS decreased following the refinancing, and also half of the seller's credit to Mitsui related to the transaction that we closed in Q1 was paid out in cash in the second quarter, reducing the remaining outstanding seller's credit towards Mitsui to 39 million per June, which are to be settled in Q4 this year. In Q3, the cash balance will be impacted by the receipt of the additional 57 million from the Oldfield Drilling shares sale completed in July, as well as the approved dividend to be paid out in July also. Then our external financing facilities, they remained as per end of the last quarter. The DDV term loan was reduced to about $26 million following one installment paid during the period. Our corporate bank, RCF, remained undrawn and fully available also per end of Q2. Per end of the quarter, our total available liquidity was NOK 704 million, including then 30 million of cash through DDV. Then our consolidated P&L. As a reminder, most of our holdings, including the HMH, NES and ACOFS are not consolidated. And as such, our consolidated revenue and EBITDA reflects only a very minor part of our total investments. DDV Offshore reported revenues of 79 million in the quarter with two out of three vessels on contract throughout the period. While Scandi Peregrino experienced low utilization as the startup of her new contract was delayed until June 21st. EBITDA in DDV came in at 28 million up year on year due to low utilization in Q2 last year and in line with the previous quarter. Looking ahead, we expect improved earnings from DDV offshore as all three vessels are now then on contract. Other revenues were zero while other EBTA came in at a negative of 18 million. As a result, our consolidated revenue and EBTA for the quarter ended at 79 million and 9 million respectively. Then a closer look at our net financials. Net financial items amounted to negative 11 million in the quarter. Financial investments contributed positively by 58 million, primarily driven by value increase in Oddfjell Drilling. The FX accounting effect was negative by 76 million, reflecting then the weaker dollar versus the NOC, which impacts certain of our USD denominated holdings. Net interest and other financial income contributed positively by a total of 8 million, while share of net profit from equity-accounted investments came in at a negative of 6 million, mainly reflecting our share of results from HMH and ACOFS offshore. ACOFS contributed negatively by 43 million, while HMH contributed positively by 41 million. And with that, I'll pass the word back to Calle.

Thank you for that, Øyvind. Let me run off this presentation with some Ownership agenda reflections of the portfolio. Let's start on slide 15. We have an overview of our portfolio of investments. As you see, we continue to have a portfolio of nine investments, of which four are liquid listed holdings. And as mentioned already, we have reduced our ownership of drilling with 50% and we now own 1.5 million shares in drilling that is reflected on this slide. let's move on to slide 16 hmh where i think most has already been covered by tom and dave as touched upon by tom we are somewhat cautious regarding the short-term outlook for the drilling market that said we see encouraging signs when we're looking future ahead hmh is continuing to keep its s1 fighting updated and it's a a preparation for a potential future listing but the timing of a public offer is subjected to a variety of factors like and that therefore difficult to command at this time. Let's move on to slide 17, Nesfaircraft. Nesfaircraft continues to deliver growth in revenues year on year despite the more challenging environment for recruitment and especially permanent placements given some turmoils in the market. As mentioned previously, the company is exit ready and we are currently exploring several alternatives, including a potential listing. Recently, we have observed some signs of improvement in the primary equity offering market and we remain cautiously optimistic that it may be possible to achieve an attractive valuation of a quality company like Nesfaircraft. A key priority in addition to making this investment liquid is to continue to grow the company both organically and through M&A to enhance value for all shareholders. Then on slide 18, covering Arco offshore. We are happy to see that Arco offshore is delivering solid operations in yet another quarter. All three Arcov's vessels remained on contract through the second quarter, and they all delivered solid operations for its clients. Arcov A-Fair delivered a revenue utilization of 94%, while Arcov Santos delivered a revenue utilization of 93% in the quarter. Arcov C-Fair delivered a technical uptime of above 95%, with a revenue utilization of 92% due to weather conditions. Revenue utilization was also impacted by a planned yard stay in May to prepare the vessel for coil tubing operations. The vessel is scheduled to return to the yard in August this year for demobilization of the coil tube equipment and to carry out its five-year SPS special periodic survey. The yard stay is expected to last approximately 40 days and will impact the financials for the seafarer vessel in the third quarter. With this, the total revenues for Arcoves ended up at $37 million and with an EBITDA of $10 million in line with previous quarters. I would like to take the opportunity to highlight some positive Arcoves milestones achieved so far in 2025. Contract renewal of Arcoves Seafarer with Equinox with a gross value of $300 million. Contract is set to commence late this year and will run until at the end of 2028. A non-recourse USD 110 million refinancing of the mentioned CFIR completed in April this year. And then also the contract award for Arco Santos with Petrobras with a gross value of almost $250 million. And this contract is planned to commence in the third quarter of 2026 and will last for four years. Also, the ARCOFS owners are well aligned. That is positive for the company, plus the new ownership structure with MOL and Acosto as owners. Through these achievements, ARCOFS is now in a stronger position, both strategically and financially, compared to years ago. We are encouraged by the outlook, and as touched upon earlier, we continue our efforts to demonstrate the underlying values of ARCOFS going forward. Then let's move to slide 19 and DDV Offshore. We are, as mentioned, pleased to see Peregrino commence its contract in the second quarter. With this, all the vessels are on contract in Australia. And looking ahead, DDV Offshore will remain focused on maximizing fleet utilization supported by a secure contracts backlog that will provide a solid foundation for operational and financial visibility. Our target remains unchanged, and we will continue to actively assess second-hand market opportunities for potential vessel sales. And finally, let's move to slide 20 that sums up the key priorities for Acosto going forward. Acosto's strategy continues as before, with our key target being to develop the companies in our portfolio and, when the time is right and values are attractive, execute value-enhancing exits. We are currently in a strong net cash position with no drawn corporate facilities, enabling us to time transaction when values are attractive. We are pleased to announce a dividend of NOK 0.35 per share today. And this is an important step towards delivering on our ultimate goal of returning proceeds to our shareholders. With that, Øyvind, we are through the presentation and we will move over to Q&A session. And I guess we take a short break before we continue.

Thank you, Calle. Yeah, we'll just pause for a couple of seconds in order to coordinate the Q&A session. Thank you. Thank you. We'll start with a question for HMH and I'll direct this to you then, Tom. Can you elaborate on the key growth drivers for HMH going forward and any specific markets or technologies that you are focusing on?

Yeah, I think that we can talk about that in our presentation that you can reference that we filed in the past. And I think you've got offshore Way to think about it would be within the core would be offshore equipment, offshore aftermarket, land equipment, land aftermarket, mining equipment, mining aftermarket, these are areas that we're pursuing. There's technology development offshore like the electric BOP that our team has done a good job of bringing forward and the drill form technology where we buy and bring to other markets. That's an example of a land technology. Continue to try to expand our riser services aftermarket, continue to expand our parts and service businesses on land. And we've got a significant cost out initiative on mining right now to be able to make our core products more competitive and broader markets. So I think about scaling that core is really how we think about growth. And then you have the parts you can't control, which is what we talked about this morning, which is, you know, is rigs are reactivated. And, you know, as you see, you have more rigs operating globally. That's obviously good for us.

Thanks, Tom. Then a question that we have received in some different shapes and versions, but I'll direct this one to you, Kalle. Given the recently approved cash dividend and Acosta's strategy to realize assets, what is the company's long-term strategy for shareholder distributions? And are there any specific targets or timelines for potential future capital returns?

Yeah, first of all, as we have touched upon, our customer is now in a strong financial position with no debt at the corporate level and a solid net cash position. And the recently approved dividend of NOC 035 represent a milestone for our customer, marking our first ever cash distribution. And I think also reflect over a strong commitment to return value to our shareholders through assets realizations. But looking ahead, we remain committed to this strategy. While we do not operate with a fixed payout ratio or distribution timeline, our intention is to return a significant portion of net proceeds from future realizations to our shareholders. But the level and timing of further distribution will, of course, depend on factors like future divestment activity, capital requirements, and also, of course, overall market conditions.

Thanks, Calle. Then a last question, I believe, regarding ACOFS. You touched upon this, Calle. Let me read the question for you. Akastor increased its ownership in Akos in the first quarter, and Akos Santos was recently nominated for a new contract. Could you provide some more insight into the strategic direction and how you're thinking of Akastor's ownership strategy on Akos?

Yeah, as we've touched upon, we have a significant strength in the backlog and early visibility from 2026 and onwards. That is always positive when it comes to develop values. And looking ahead, we will continue to assess the potential to realize values from this investment in Arcovs. There's no fixed plan at this stage, but a range of options that could be actual, whether that is through sale, partnership and other structures. The key focus for us is to ensure that we maximize and damage the long-term value and we will remain flexible around how and when this might happen.

uh thanks kala then a last question uh which i guess goes back to the the previous question but uh i'll i'll ask it uh anyway are there any plans to initiate a share buyback program given the significant discount to underlying uh value um so color

I think when we are saying that we are committed to return proceeds to shareholders, it can be done either through dividends or through buyback programs. And this is up to the board to assess as we go along. So a buyback program is also something that can be on the menu going forward.

Thank you very much, Kalle. And with that, I do believe we are through all the questions and we would just like to thank you all for your attention and thank Tom and David in Houston for participating and welcome you all back for our presentation of the third quarter results then on October 30th. Thank you very much.