Integra: Performance Update
November, 2009
Disclaimer
Disclaimer
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Integra Group, nor should any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of Integra Group.
This presentation is furnished on a confidential basis only for the use of the intended recipient and only for discussion purposes, may be amended and/or supplemented without notice and may not be relied upon for the purposes of entering into any transaction. The information presented herein will be deemed to be superseded by any subsequent versions of this presentation. The information in this presentation is being provided by Integra Group.
This presentation contains forward looking statements, including statements about Integra Group's beliefs and expectations. These statements are based on Integra Group's current plans, estimates and projections, as well as its expectations of external conditions and events. All projections, valuations and statistical analyses are provided to assist the recipient in the evaluation of the matters described herein. They may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results and, to the extent that they are based on historical information, they should not be relied upon as an accurate prediction of future performance. Forward-looking statements involve inherent risks and uncertainties and speak only as of the date they are made. Integra Group does not intend to or undertake any obligation to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of uninterrupted events. A number of important factors could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements.
Certain information presented herein (including market data and statistical information) has been obtained from various sources which Integra Group considers to be reliable. However, Integra Group makes no representation as to, and accepts no responsibility or liability whatsoever for, the accuracy or completeness of such information.
Integra at a glance
Key Services
Key Customers
(1) Adjusted EBITDA represents profit (loss) before interest income (expenses), exchange rate translation differences, goodwill impairment, income taxes, depreciation and amortization, share of associates, share-based compensation and minority interest
(2) Personnel data as of August, 2009
Consolidated Revenue 1H2009 - US$ 405MM Adjusted EBITDA 1H2009 - US$ 55MM (1) Total Assets as of 30 June 2009 - US$ 1.2BN
Revenues 1H2009 Adj. EBITDA 1H2009
Ca. 5,300 employees(2)
22 active drilling rigs
102 workover crews
89 th meters drilled
1,776 workover operations
Drilling rig management
Workovers
Integrated Project Management
Drilling, Workover, IPM, and Trade House
US$ 184MM
US$ 12MM
Ca. 2,700 employees(2)
3 production sites
1 service business unit
R&D facilities in Austin, TX and Ekaterinburg
9 rigs in production
10 assembly units in production
4+4 rigs and units completed
US$ 54MM
US$ 8MM
OFS Equipment Manufacturing
Heavy drilling rigs
Cementing fleet
Other equipment
Technology Services
Ca. 3,000 employees(2)
4 coil tubing units
10 directional drilling crews
8 cementing fleets
25 logging crews
3 drilling tools production sites
Drilling tools manufacturing
Coil tubing
Directional drilling
Cementing
Drill bits service
Well logging
US$ 64MM
US$ 24MM
2-D, 3-D seismic surveys
Seismic processing and interpretation US$ 109MM US$ 29MM Ca. 5,900 employees(2) 42 seismic crews 1 interpretation facility
431 th seismic shot points
Formation Evaluation Personnel (2) Production Assets 1H2009 Operating Statistics 1H2009
Corporate governance
Corporate governance
Board of Directors and key management
Non-executive directors John B. Fitzgibbons,
Chairman
• Founder and former CEO, Khanty Mansiysk Oil Corporation (KMOC) • Founder and President, J Fitzgibbons
LLC and Brookline Partners LLC
Iosif Bakaleinik • First VP of RUSAL • Former First VP of TNK, Head of Economy and Finance Neil Gaskell • Former Group Treasurer, Shell • Former Executive Director, Shell International • Former Executive VP Oilfield Services and Supply Chain Management, TNK-BP Felix Lubashevsky, President Corporate committees J. Robert Maguire • Former Co-Head and MD of Global Oil and Gas Group at Morgan Stanley John W. Kennedy • Chairman, Vetco Int. and Wellstream Int. Ltd • Former Executive VP, Halliburton Executive directors • Former Executive Director at Morgan Stanley Dmitry Avdeev, CFO
Change in corporate governance structure
Audit Committee
Neil Gaskell
Financial Committee
Executive Committee (Chair: Lubashevsky/Campo)
Contract Control Committee Investment Committee Compensation Committee Iosif Bakaleynik Board Level Company Level Compliance Committee Nominating Committee John Kennedy IT Committee Operating Committee Board of Directors Antonio Campo
Chief Executive Officer
Felix Lubashevsky President Executive Committee Business unit Business unit Business unit Business unit OPE RATION AL STRA TEGI C
Shareholder structure (post SPO)
Management and Board of Directors - 18%
Free float - 82% • Former President, LatAm Oilfield Services at Schlumberger Antonio Campo, CEO
(22.5%)
(37.1%)
Positive dynamics in the Russian OFS market
Positive dynamics in the Russian OFS market
Russian oil industry netbacks, US$/bbl Comments
Negative export netbacks in October-December 2008 led to cancellation or postponement of OFS orders. Long-term payback projects such as seismic and exploration drilling were affected the most
From February 2009 the operating environment stabilized as upstream economics improved, driven by
oil price recovery
tax stimulus
Ruble depreciation reducing costs
Oil prices are broadly at the levels of 3Q 2008, reducing he risk of current firm orders being withdrawn, provided no sharp drop in the oil price
Netbacks are already higher than those factored in by oil companies at the beginning of the year
Development of OFS industry demand in 2009 and beyond is expected to be driven by the pace of global economic recovery and in particular, commodity prices
Source: Neftyanaya torgovlya, Bloomberg
Exchange rate, upstream operating expenses
Source: Rosneft, Lukoil, Factset -20 0 20 40 60 80 100 120 140 160 Ja n/ 08 Ma r/0 8 Ma y/ 08 Ju l/0 8 Se p/ 08 No v/ 08 Ja n/ 09 Ma r/0 9 Ma y/ 09 Ju l/0 9 Se p/ 09 No v/ 09
Netback (less MET) $/bbl Urals $/bbl 3,2 3,3 3,4 3,8 2,4 2,5 3,9 4,3 4,3 4,0 3,1 3,4 32,0 34,0 27,3 23,6 24,3 24,3 0,0 2,0 4,0 6,0 8,0 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 0,0 5,0 10,0 15,0 20,0 25,0 30,0 35,0 40,0
0 5 10 15 20 25 30
2005 2006 2007E 2008E 2009E 2010E 2011E 0 10 20 30 40 50 60 70 OFS equipment (lhs) Other OFS (lhs) Russian majors capex (rhs)
Long
Long
–
–
term Russian OFS market growth story
term Russian OFS market growth story
remains intact
remains intact
Vast undeveloped and unexplored resource base
Growing sophistication and service intensity of brownfield and greenfield projects
Historical underinvestment requires significant incremental spending to sustain current levels of production
License obligations are unchanged and the state is likely to begin enforcing them
Depreciated oilfield services equipment requires
replacement or upgrade, fueling manufacturing demand
? Stable upstream economics,
cashflows and access to capital for producers
9 Tax breaks for greenfield areas and certain highly depleted brownfields with high service intensity
9 Political pressure to increase / stabilize production
OFS Market Upside
Sustained oil price
Increase in capital expenditures
Large oil and gas resources
Transition to Western practices
New prospective regions
Increase in onshore maturity
Modernization of existing assets
Harsher operating conditions
Increase in downhole completion technology capacity
? 9/8 9 9 9 9 9 9 9
OFS market estimates by Douglas Westwood (2006), Russian oil and gas industry capex (2009), US$ BN
Russian OFS market drivers identified by Douglas Westwood
Source: 2006 Douglas Westwood Market Study, Factset
Russian OFS market fundamentals Drivers and triggers
(1)
Key financial highlights
n/m 30 (111) n/m (-23) (192) Free Cashflow 2007 2008 2008/2007Chg, % 1H ‘08 1H ‘09 1H09/1H08Chg, % Revenue 1,177 1,446 +23% 786 405 -49% Adj. EBITDA (1) 211 162 -23% 129 55 -57%Adj. EBITDA margin 17.9% 11.2% 16.4% 13.6%
Adj. EBITDA
(before impairments and write offs/ups)
206 214 +4% 133 47 -64%
Adj. EBITDA margin (before write-offs/ups and impairments)
17.5% 14.8% 16.9% 11.6%
Net Loss (51) (272) n/m (5) (22) n/m
Operating Cashflow (9.7) 135 n/m 3 50 16x
Capex 182 158 -13% 114 20 -82%
Key financial highlights, US$MM Consolidated Adj. EBITDA and margin
Source: Company
Source: Company
(1) Adjusted EBITDA represents profit (loss) before interest income (expenses), exchange translation difference, income taxes, depreciation and amortization, goodwill impairment, share-based compensation, share of results of associates and minority interest
8% 22% 17% 22% 11% 22% 17% -11% 17% 10% -40 -20 0 20 40 60 80 100 1Q07 2Q07 3Q07 4Q07 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 -15% -10% -5% 0% 5% 10% 15% 20% 25%
Drilling, Workover, IPM (excl. Trade House)
Technology Services
Source: Company
Formation Evaluation
OFS Equipment Manufacturing
Adj. EBITDA, US$MM (lhs) Adj. EBITDA Margin (rhs)
Quarterly earnings dynamics
Quarterly earnings dynamics
1% 15% 10% -26% 4% 9% -40 -30 -20 -10 0 10 20 30 40 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 -30% -25% -20% -15% -10% -5% 0% 5% 10% 15% 20%
Share of total Adj. EBITDA 1H08 - 17% 1H09 - 16% 17% 39% 37% 36% 30% 35% 0 5 10 15 20 25 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 0% 10% 20% 30% 40% 50%
Share of total Adj. EBITDA 1H08 - 23% 1H09 - 34% 24% 42% 11% 16% 22% 32% 0 10 20 30 40 50 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 0% 10% 20% 30% 40% 50%
Share of total Adj. EBITDA 1H08 - 41% 1H09 - 40% 19% 13% 16% 19% 11% 13% 0 4 8 12 16 20 1Q08 2Q08 3Q08 4Q08 1Q09 2Q09 0% 4% 8% 12% 16% 20%
Share of total Adj. EBITDA 1H08 - 19%
Cash flow and working capital trends
Working capital by element, US$MM Free Cash Flow, US$MM
Source: Company Capex, US$MM 364 257 258 157 104 -400 -200 0 200 400 600 800 1H07 2H07 1H08 2H08 1H09
Receivables Inventories Payables Net Working Capital
Comments
Net cash generated from operating activities was US$ 49.8MM (vs. US$ 2.8MM in 1H2008)
Free cash flow was US$ 30.2 million (vs. negative US$ 111.2MM in 1H2008)
Capital expenditures for 1H2009 were US$ 19.6MM (vs. US $114.0MM in 1H2008) 162 182 158 40 0 40 80 120 160 200 2006 2007 2008 2009E
Drilling, Workover, IPM + TS Formation Evaluation
Equipment Manufacturing Other
30.2 -23.0 -171.7 -200 -150 -100 -50 0 50 2007 2008 1H09
307 169 100 64 197 109 180 54 1 8 211 170 0 200 400 600 800 1000
1H2008 FX Price and volume
reduction 1H2009 Other Equipment Manufacturing Formation Evaluation Technology Services Drilling, Workover, IPM (258) (153) (153) (61) (238) (138) (9) (6) (142) (157) 0 200 400 600 800
1H2008 FX effect Cost cutting, lower volumes
1H2009
Other cash SG&A Services Materials Employee costs
Revenue and cost dynamics
Revenue and cost dynamics
Factors affecting revenues Revenue by segment in 1H2009 vs. 1H2008, US$MM
28% headcount reduction from March 2008, including a nearly 30% reduction in the Moscow head office
Executive compensation is changed to fixed and variable components. Fixed component was cut 30-50%
SG&A expenses reduced significantly (including reduction in rent, travel and 3rdparty consultant
expenses)
Source: Company
Operating cash costs in 1H2009 vs. 1H2008, US$MM Cost cutting measures
Ruble depreciation
Idling of a significant part of drilling capacity
Lower greenfield exploration demand
Moderate pricing declines
Lower manufacturing orderbook
(49%)
6% 64% 57% , 9.3% interest 44% , 7.1% interest 30% , hedged US$ 43% , 11.7% interest 56% , 11.6% interest 0% 20% 40% 60% 80% 100%
Dec, 2008 Sep, 2009 Proforma (100% bond rollover) USD, EUR RUB
9. 7 % av g. in te re st 10 .1 % av g. i nt er es t
Debt profile
Debt profile
–
–
long term funding in place
long term funding in place
Debt interest cost and currency breakdown Debt structure optimization, US$ MM
Comments
US$ 335 MM of total debt refinanced by long term facilities and
equity financing in 9M2009
Ruble bond maturing in December 2009 will be repaid from
accumulated funds (100% of the issue accumulated) or rolled to 2011
Equity financing of $95 MM in September, 2009 had allowed
proportionate reduction in upcoming maturities in 2010-2013 and provided immediate liquidity for 2010 capex
Foreign currency risk is partially hedged by RUB/US$ forward
contracts
Average interest cost is stable, up from 9.7% to 10.1%
Debt maturity scenarios, US$ MM
175 288 296 379 437 336 0 100 200 300 400 500 600
Jun-08 Sep-08 Dec-08 Mar-09 Jun-09 Sep-09
Short term Long term Net Debt
Repayment of 100% of the issue 104
74
18 18
2010 2011 2012 2013
Retention of 100% of the issue in the market
126 70
10 10
Order book status
Order book status
Order book as of November 1, 2009 (by segment), US$MM
Order book 2009 (by customer) 373 141 177 151 24 3 6 23 0.3 0 100 200 300 400 500 Drilling,Workover, IPM
Tech. Services Formation Evaluation
OFS Equipment Manufacturing
Other Contracts signed Tender won, contracts not yet signed
Total: US$ 899MM @ RR 32/US$
Source: Company
Actual 2008 revenue / 2009 Order book comparison, RRMM
Actual 2008 revenue / 2009 Order book comparison, US$MM
24 151 290 200 334 147 211 376 564 47 0 200 400 600 800 1,000 1,200 1,400 1,600 Nov-09 FY2008 Drilling, WO,IPM Tech. Services Formation Evaluation Manufacturing Other US$ 1,446 MM US$ 899 MM -38% 773 1,169 6,405 8,310 4,712 5,250 12,034 14,032 7,215 4,847 0 15,000 30,000 45,000 Nov -09 FY2008 Drilling, WO,IPM Tech. Services Formation Evaluation Manufacturing Other RR 35,977 RR 28,772 MM -20% -14% -23% -34% -10% -33% Rosneft, 30% TNK-BP, 13% Novatek, 5% Surgut, 5% KPO, 5% Severenergia, 3% Other independants, 11% Other majors, 11% Gazprom, 17%
Integra: well
Integra: well
-
-
positioned to capture growth
positioned to capture growth
Diversified client base, long-term
relationships with largest upstream investors
Order Book 2009
Ongoing transformation of legal and management structure increasing transparency, flexibility and tax efficiency
>40 operating entities in 2006
13 operating entities in 2009
Management integration
completed
Substantial investment in assets upgrade and replacement
US$ 500MM of capex in ‘06-08
97% asset replacement ratio
Completed upgrades:
Seismic (Sercel vibrators, new channels)
Tech. services (GE dir. drilling units)
Manufacturing (Pama milling system)
Launch of new services with high margins and short delivery cycles
Coil tubing
Directional drilling
Share of high margin services in revenue structure increased in 1H2009
Experienced engineering team and Integra Research & Development facility (Austin, USA) provide clients with highly complex project solutions (IPM, rig, downhole motor
and turbine designs)and increase profitability
of the Company
Improved cost and working capital structure allows flexible pricing
Significant cost cutting in 1H 2009
Strong improvement in working capital
management and cash flows
Balanced currency structure of revenues and
costs reducing FX risk
Wide geographical presence in key oil and gas regions of Russia and the CIS.