Good morning, and welcome to today's presentation of Gram Car Carriers result for Q1 2024. My name is Georg Whist, and I'm the CEO of Gram Car Carriers. As usual, I'm joined by our CFO, Gunnar Koløen. Today's presentation will be a bit different. This morning, we announced together with SAS Shipping Services, which is a subsidiary of the MSC Group, a recommended voluntary offer for all the shares in Gram Car Carriers. The offer is at NOK 263.69 per share. In addition, we are paying a dividend next week of NOK 9 per share for the Q1, which comes on top. First, briefly about the quarter. The board has approved a Q1 dividend of NOK 9 per share, equivalent to about $0.82. Increased daily time charter earnings for Panamax and midsize vessels, plus vessel sale gains supported Q1 net profit. Our strong revenue backlog provides long-term earnings visibility. We maintain focus on optimizing our capital structure, and we refinance one vessel here in Q1 at lower interest rate cost. We continue to create additional value through asset transactions, and we see a continued positive market. There are also others which have positive view on the market and outlook for Gram Car Carriers, reflected in the offer from the MSC Group announced this morning, which has been unanimously recommended by our board. Let's look at the details of the announced offer. It values Gram Car Carriers equity at NOK 7.64 billion, or approximately $695 million. The offer, plus the Q1 dividend, represents a 28.3% premium to yesterday's close. The board recommendation is based on several factors, including an independent fairness opinion. The larger shareholders, the board and management, representing 55.85% of the shares, have pre-accepted the offer. The intention of the MSC Group is to continue operation as it is under the same brand name, with the same people, delivering the same quality service to all our customers. The MSC Group is a privately owned conglomerate led by the Aponte family, who founded it in 1970. They're headquartered in Geneva and is a world leading in shipping and logistics. The formal offeror, SAS Shipping Agencies Services, Sàrl, is a wholly owned subsidiary of the MSC Group. Some technical details about the offer. The offer period will start after publication of the offer document, expected in May. The offer period will then remain open for 20 days, but MSC Group can extend this if they want to. Closing is expected in Q3. It's conditional on satisfaction or waiver of all the conditions in the offer. The intention then is to delist from the Oslo Stock Exchange and withdraw from trading on OTCQX in New York. We consider this offer by one of the world's leading maritime groups as a validation of our unique position as a leading car carrier tonnage provider and the commitment put by the entire organization, our board, and our existing owners. Then let's go back to Q1. Revenue was $54.9 million, which is slightly down from $56.4 million in Q4 last year. EBITDA was $40.8 million, slightly down from $41.6 million in Q4. The revenue reflects increased Panamax and mid-size time charter earnings, with the Viking Queen starting its new contract in February. This was offset by vessel off hire relating to dry docking and repair. Net profit was $31.2 million, including a $5.6 million gain on the Viking Princess sale. Our Q4 net profit was $37.8 million and included a gain of $13.1 million on vessel sales. With all vessels on long-term charters, we did not sign any new contracts in Q1. The change in backlog merely reflects the revenue generated in the quarter. The revenue backlog provides good earnings visibility, with an average contract duration now of more than three years. The time charter break even is marginally changed, reflecting good control and operational OpEx expenses and financing costs. For the quarter, we return, as per normal, 75% of net profit to our shareholders. We will distribute $23.74 million by way of repayment of paid-in capital for Q1. A slight decrease from Q4, mainly due to gains of vessel sales of $5.6 in Q1 versus sales gains of $13.1 in Q4. Including Q1, we will have distributed more than $100 million since IPO. Just a reminder, the offer of NOK 263.69 per share is after the Q1 dividend payment. End user demand for car carriers remains strong, and we're almost back at pre-COVID levels last year, and we're expecting to reach pre-COVID levels this year. We see a continued shortage of vessels, and the charter range remains stable at current record levels. We continue to create value through asset transaction, fleet optimization, and a keen focus on minimizing cost of debt. We will shortly hand over the Viking Amber to its new owner and will book a gain of $36.5 million here in Q2. The vessel was sold at an attractive price, in line with the stern focus on optimizing returns for our shareholders. We have in Q4 and Q1 refinanced three vessels. Our average margin is now close to 2%, with a further step down as our net debt to EBITDA ratio goes below 1.5, which we do expect later this year. I will now hand it over to you, Gunnar, for the financial section. Thank you, Georg. The average TC rate for the quarter was up $1,400 to $33,700. The main contributor to this was the Viking Queen being delivered under the new five-year charter in February, and also the sale of two distribution vessels in Q4 contribute to, to a higher average. We're expecting a further positive impact in, in this quarter, being second quarter, with the full quarter earnings from, from the Viking Queen new charter. Operating expenses are developing in line with the expectations, with the cash breakeven rate remaining stable. Utilization for the quarter was somewhat lower at 94%, and this was mainly due to the planned docking of the Viking Drive, and the, Höegh Caribia. These dockings were somewhat prolonged because of repairs and Chinese New Year celebrations in China, where we docked one of the vessels. Moving on to the next slide. Looking at the charter book, we have not agreed any new charter this quarter, but one change here is that we have made an agreement to sell the Viking Amber. So, she was the only vessel we had open this year. So now the open positions are limited to the Viking Passero and Mediterranean Sea coming open in 2025. With this charter book, visibility on the revenues remain very good, which I will move on to on the next slide. So as I mentioned, we didn't sign any new contracts in first quarter, so the charter backlog now stands at $794. On the bar chart on the right here, you see the revenue backlog and how it will be recognized over the next few years. So very good visibility on revenues and earnings. Moving to the financial key figures. The revenue and earnings reflect execution of our strong backlog. As Georg have mentioned, revenue and EBITDA was slightly down from Q4. And we had higher TC earnings on the Panamax vessels, but this was again, as I mentioned, somewhat offset by the prolonged off-hire period for the two vessel that docked. Operation of the remaining fleet was very good, high utilization. EBIT is down somewhat. Again, as Georg mentioned, this is due to the. We had a higher gain on the sale of the Viking Constanza in Q4. And then we booked a $5.6 million gain on the Viking Princess in Q1. Operating cash flow from operations was $41 million versus $48 million in the prior quarter. We continue to optimize our capital structure and cost base to maximize profit and returns. Lower cost of debt supports our long-term cash flow visibility. We have now done three refinancing the last two quarter. We did Viking Bravery and Mediterranean Sea in Q4, and we have completed the second Panamax vessel that was on a lease, which we have refinanced with a leading Japanese bank, further expanding our group of banks. Total debt outstanding at the end of the quarter was $269 million. Part of these refinancings, we have added to our liquidity reserves significantly, and we have added $15 million in revolver under with one of the refinancings. End of the quarter, we had $118 million in liquidity reserve, including revolving facilities. I think with that, I'll hand it back to you, Georg. Thank you, Gunnar. As you can see, there are very limited number of vessels open for fixing in 2024. This reflects the tight market, with most car carriers now booked on long-term charters. Volume growth, as I said, is expected in 2024 and 2025, despite economic uncertainty, lower growth expectations, weaker consumer confidence, and also the conflicts in Ukraine and the Middle East. New car sales are expected to be back at pre-COVID levels later this year. Auto manufacturers continue to prioritize export models. U.S. inventories of import brands remain at low levels, although coming back. China's export continue to grow at record high heavy volumes, gives a very tight market for car carriers. In sum, it looks still quite strong. The main drivers for the car carrier market is export from Asia to the world. The rest is predominantly backhaul trade. China is the main reason for the strong market and significant increase in Asian export since pre-COVID. But clearly helped by Japan and South Korea, which is maintaining and slightly growing their market share. They are taking market share more from European seaborne export, but all of this drives the average sailing distance and ton-mile demand. The increase from 2019 to 2023 translates into about 110 Panamax vessels of demand. More than 50% of 2023 export from Asia headed to North America and Europe, long distance voyages. There is also the situation with rates which have been on a lot of focus lately about the potential consequence of an import ban on electric vehicles from China to Europe. As you can see in the middle bar chart, that's the green part at the top. It is a lot less than people envisaged. There is still, you know, a large volume out of China is internal combustion engine and also hybrid models going to world markets. So as you can see, the share going on battery electric to Europe is actually a lot less than what people perceive when you read the popular press. Over 5 million Chinese vehicles were exported in 2023, and just 10% was EVs to Europe or to EU, and that's an important distinction because EU are the one scrambling with doing import duties. The strong growth of Chinese vehicle export, this compares to the rolling last 12 months EV share of 30% of total export. China has rapidly become the largest car exporter in the world. We saw a little bit of easing because of Chinese New Year, but in March, we're straight back up again. Exports are seasonal, predominantly driven by that effect. This implies further ton-mile demand growth. This is driven by Chinese car brands growing internationally and the international car brands such as Tesla, followed by Volkswagen, BMW, Volvo, and General Motors, investing in production in China. In China, they're all benefiting from an established battery electric value chain, modern production facilities, modern port infrastructure, well-established auto parts supply chain, and a large skilled and cost-efficient workforce. We continue to see a shortage of car shipping capacity. We have matched the AIS data of all the vessels leaving the Asian region together with export data, and you can see that there is a clear deficit between, and how is that possible? Well, we know that quite a number of cars are now leaving on dry cargo vessels, container vessels, et cetera, and even multipurpose vessels to fill this. There just isn't enough car carriers, so people who want to export have to choose inefficient means of transport. Closing this gap out of Asia would require, you know, if all moved back to car carriers, an extra 94 car carriers on an annualized basis. The order book has increased to above historic average levels in response to the strong market fundamentals and this large export boom out of the Far East. The fundamentals remain in place and support a continued firm market. We are coming from almost a decade of negative fleet growth. Net, only 11 newbuildings were delivered in 2023, and so far in 2024, only eight vessels have been delivered so far. We do expect, and we do see certain slippage on some shipyards, so the order book, which you see on the graph, will most likely, the way we see it, be pushed out somewhat in time. When it comes to additional newbuildings, the earliest available delivery dates for our order now is in 2027 and 2028, and we have now even seen contracts delivering in 2029 and options into 2030 and even 2031. Further vessels are needed to meet growing demand, replacement requirements, and of course, reduce fleet efficiency due to environmental regulation. The age profile of the fleet indicates a substantial recycling potential. So the PCT market should, as we see it, remain strong in the coming years. Gram Car Carriers is a unique pure-play investment opportunity. We see attractive market fundamentals, and we have successfully captured a strong market through fixtures and value-adding vessel transactions. We have good visibility on growing earnings and cash generation. I think that is what is reflected in today's offer. We will now move on to our Q&A session. Thank- Thank you for the presentation, Georg and Gunnar. My name is August, and I'll be moderating this Q&A session. Just a reminder to everybody watching at home, if you have any questions, feel free to type them into the chat function at the Invite people. So, as you mentioned, a little bit of a special conference call, obviously, with the offer, and the first question we've gotten here is regarding that. Can you please further develop why you believe the offer price is fair? So I think the board and us, we have considered this from, of course, different angles, and also taking on third-party valuation advice. So I think it—as we, as the press release say, and also what I mentioned, it's a, you know, almost 18% premium to our all-time high. It's a 28% premium to yesterday's close. And it also, you know, stacks up quite well if you also believe what the analysts are saying, you know, on their recommendation and the value proposition. So when you balance all this, we think it's a fair offer, and I think that's also why you see such a high pre-commitment rate from existing shareholders and management, and also unanimously recommended by the board of directors. Yeah. Sounds good. A few more questions, pretty much all of them regarding the offer. "Congrats! What is your take on the timing of the offer versus your market outlook? Oh, that's a tricky question. I think we... you know, they approached us and I mean, they do their homework, they have their analysis. So I think it's... Yeah, I think they liked what we have created. They liked the stability of the business. So I think... And they probably have seen that we deliver consistently dividends. So I think they... You know, I think it all came together, whether it was that week or the month, or the quarter, the day or after, it's difficult to gauge, but... Yeah, they approached us as... I don't know all the ins and outs of that. Yeah. Sounds good. Then, a bit of a detailed one. Can you clarify if the 54.5% block of irrevocable from shareholders remain binding in the event of a higher offer, or if it can lapse like the 1.3% from the management? Yeah, so I think the... Hopefully, the press release is clear. The four largest shareholders, they are hard underwritings, while the somewhat smaller bit by management is underwritten, but they have the upside. Or they can go if there's - if potentially there is a higher bidder, yes. Okay. Sounds good. And then there's one with a lot of exclamation points. "Congratulations for the Q1 results. Very happy investor. What is the required percentage for the voluntary offer to go through from the common shareholders? Thanks, and once again, a very happy investor. Well, I think... I hope again that the press release is clear. They have made an offer, and they have made a condition that they reach 90%, but they also reserve the right to waive that in the event they should not reach that immediately. So it's... Yeah. Yeah. That is clear. And then there's one in Norwegian, but I'll translate. "Congratulations. Is there any plans about what management will do moving forward within shipping?" Guess that's an easy one. Yeah, yeah, I mean, the buyer here is very clear. He is not just buying ships, he is buying a platform. He is buying all the DNA and the people that the Gram Car Carriers. So, he's gonna continue with the name, the people, everything. So for our customers, they will not feel a difference. For us in the company, we will now have go back to being a privately held company if this all goes through. We've been there before. We went public, now we go private again. I think the commitment of a wealthy shipping savvy, single owner is extremely interesting. Yeah, sounds good. Then there is so far the last question, so if anybody has anything more, please feel free to type them. Is the unanimous board recommendation waivable or binding? I mean, it is binding. I think one has to expect that if there's a higher bid coming, then the board, of course, considers and are working for all shareholders. So in the case there is a higher bid, I would suspect the board would then recommend the higher bid. Yeah, that makes sense. Then there is one: Did you speak to any other possible acquirers, or was it a bilateral discussion with MSC that led to the offer? This has been a bilateral negotiation. Okay. So far, I can't see any further questions. Maybe we'll give people a minute or so to type in, and I can take one in the meantime. You mentioned obviously that a lot of cars are or have been moved on container vessels and continue to do so because it's a very tight market, and now you have the biggest liner acquiring or attempting to acquire a car carrier company. Do you think that there'll be even sort of more of this moving forward with players in the different segments, kind of looking at each other's sort of industries? Well, I think we've seen it a little bit already, right? We've seen CMA CGM, you know, have committed a few car carriers. I think in the past we've seen it. I mean, AP Moller did it, and then they exited, and same with CSAV in Chile. They have also been looking at it in Korea. HMM Group, of course, have been in both segments. So I think we've seen it before. I think, yeah, I think, you know, just, you know, looking at it, it seems like that there is something there, but it's—I mean, this is early days for us. We are not privileged to the inner thoughts of the MSC Group. No, of course not. Still, no questions, so maybe one to kind of round things off a bit. How do you see sort of car carriers going forward next sort of five years in terms of strategy? I'm thinking of the vessels that are coming open, you know, next year. Is sort of the thinking in general, I mean, dependent on the market, of course, to continue with long charters and kind of stable revenue streams, or will you maybe look to mix things up a little bit? No, I think we have had our strategy. I think, and I believe we have been very clear on what we have been after. Of course, if this offer goes through, I think that then we will sit down with the new shareholder and have a strategy session and hammer out the new strategy for the company. Whether that means we stay as is, or he wants to change, go a bit shorter, I really don't know, and then we shouldn't speculate. Okay, sounds good. Then there are no further questions, so I'll leave the floor to you. No, but thanks, everyone, for listening. If there is any questions to the offer of technical nature and so forth, please do reach out. The contact details are at the bottom of the press releases. Thank you all for listening, and wish you all a great day.
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