Filing under Rule 425 under the U.S. Securities Act of 1933
Filing by: CRUDE CARRIERS CORP.
Subject Company: CRUDE CARRIERS CORP. (SEC File No. 001-34651)
Corporate Participants
Ioannis Lazaridis
Crude Carriers President
Jerry Kalogiratos
Crude Carriers Chief Financial Officer
Conference Call Participants
Michael Webber
Wells Fargo
Scott Webber
Merrill Lynch
Martin Korsvold
Pareto
Presentation
Operator
Thank you for standing by and welcome to the Crude Carriers conference call on the Second Quarter
2011 Financial Results. We have with us Mr Ioannis Lazaridis President and Mr Jerry Kalogiratos
Chief Financial Officer of the Company. At this time all participants are in a listen-only mode.
There will be a presentation followed by a question and answer session at which time if you wish to
ask a question you will need to press *1 on your telephone keypad and wait for your name to be
announced. As you know earlier today the Company reported its financial results for the second
quarter 2011 and the press release has been posted to the Crude Carriers website at
www.crudecarriercorp.com
, there are also slides supporting todays audio presentation available on
the website. If you dont have access to the internet or would like a copy of the release faxed or
emailed to you, please contact Capital Link at 212 661 7566. Please also note that the slides of
the webcast presentation are users controlled and each participant can click on the proper button
on the webcast screen to move to the next or to the previous slides on your own. I would remind
everybody that the conference call today will include some forward looking statements
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08/05/2011 CRUDE CARRIERS SECOND QUARTER 2011 FINANCIAL RESULTS
that are subject to certain risks and uncertainties which are detailed in are registration
statement on Form F-1. Please also review the forward looking statements included in the
supporting slides. These and other forward looking statements are made based on managements
current plans, expectations, estimates, assumptions and beliefs concerning future events impacting
the partnership. The Company cautious that forward looking statements are not guaranteed and that
actual results could differ materially from those expressed or implied in the forward looking
statements. In addition, non-GAAP financial measures are defined by the SEC maybe discussed on
this call. To comply with SEC rules, reconciliations of non-GAAP financial measures have been
attached to this mornings release. I must advise you this conference is being recorded today,
Friday 5
th
August 2011. We now pass the floor to one of our speakers today Mr
Lazaridis. Please go ahead sir.
Ioannis Lazaridis
Hello and thank you all for joining us today for our second quarter results presentation. As a
reminder we will be referring to the supporting slides available on our website as we go through
todays presentation.
Starting with slide 1 I would like to start with the presentation of the second quarter 2011
results. I am going to make some comparisons on todays call between the second quarter 2011 and
the second quarter 2010 as this is the most meaningful analogy in our business. The Company posted
a net loss for the quarter of 7.5 million or 48c a share with compares with 37c net income per
share in the second quarter of 2010. The Companys net loss for the quarter is the result of the
weak crude tanker spot market, 1.7 million in G&A expenses related to the definitive merger
agreement with CPLP and the filing of the respective proxy statement and the off-hire of one of our
vessels related to its scheduled dry-docking. Our revenues for the quarter amounted to $9.8
million including 1.2 million in profit share earned by four of our vessels trading under index
linked employment with Shell, which is $10.9 million lower compared to the revenues of the second
quarter of 2010. The Companys drop in revenues reflects primarily the weaker crude tanker spot
market when compared to a year ago. Our average daily earnings for our VLCC and Suezmax fleets
during the quarter amounted to $13,499 and $12,173 respectively, thus outperforming the TD3 and TD5
benchmark indices which averaged $9,400 and $9,646 per day respectively for the quarter. Due to
the charter rate environment and the expenses related to the merger agreement, the Company did not
generate any cash available for distribution during the quarter. As a result, the Board has
determined not to declare a dividend with respect to the second quarter of 2011. Finally, as
announced on 5
th
May 2011, Crude Carriers entered into a definitive agreement to merge
with Capital Product Partners in a unit for share transaction. Assuming the requisite
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shareholder approval is received, Crude expects that the merger will occur during the third quarter
of 2011 and specifically in the latter part of September.
Turning to slide 2 revenues for the quarter amounted to $9.8 million as a result of the weak
crude tanker spot market rate environment and the off-hire of the Miltiadis M II related to its
scheduled dry-docking. Total voyage and vessel operating expenses for the quarter amounted to 9
million, lower by 2.2 million compared to $11.2 million in the second quarter of 2010, as a result
of the increased number of vessels under voyage charters at the time, which increased voyage
expenses in the second quarter of 2010. Vessel operating expenses for the second quarter amounted
to $4.1 million, which is 1.6 million higher when compared to the second quarter of 2010, as a
result of the higher average number of vessels in operation in the second quarter 2011. General
and administrative expenses were $3 million for the quarter, of which 0.5 million was a non-cash
charge related to the equity incentive plan, and 1.7 million relates to the expenses for the
definitive merger agreement with CPLP and the proxy statement on Form F-4 filed with the SEC. The
general and administrative expenses in the second quarter of 2010 stood at $0.6 million. Interest
expense and finance cost for the second quarter of 2011 was 1.4 million, which is $0.5 million
higher than the interest expense paid in the second quarter of 2010, as the interest expenses a
year ago were incurred for only a part of the quarter following the debt roll down in June 2010.
Turning to slide 3 Crude Carriers continues to enjoy low leverage as the Companys total
indebtedness stands at $134.6 million. Our revolving credit facility amortisation commences from
the third quarter 2011 onwards, with quarterly instalments of $4.8 million. However subject to the
merger going ahead, the loan is expected to be refinanced from the existing non-amortising
facilities of Capital Product.
Turning to slide 4 and the crude tanker market overview our VLCC and Suezmax fleet outperformed
the TD3 and TD5 indices for the quarter which is of particular interest to us as four out of our
five vessels were trading during the second quarter under spot indexed linked time charters with
Shell, including a profit sharing arrangement. We are pleased to see that as a result of our
commercial arrangements, as well as the high specification of our vessels, our fleet earnings have
consistently outperformed the particular indices every quarter since our IPO and have performed
favourably when compared to the overall market. Average quarterly spot earnings for VLCC and
Suezmax tankers reached ten year lows as seaborne demand for crude oil imports was affected by
limited exports of Libyan crude, closure of a number of oil refineries in Japan following the
catastrophic earthquake, and the IEA decision to release strategic stocks affecting US imports.
The increased supply of tonnage in most geographical areas and the
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08/05/2011 CRUDE CARRIERS SECOND QUARTER 2011 FINANCIAL RESULTS
higher bunker prices resulted in an overall weak crude tanker spot rate environment. Chinese oil
import demand growth is expected to remain robust throughout the remainder of 2011, while global
refinery throughput is expected to increase by 2.3 million barrels per day in the third quarter in
anticipation of seasonally higher demand. The long term demand trajectory remains positive as
global oil demand in 2012 is expected to rise by 1.5 million barrels per day year-on-year to 91
million, after a 1.4% growth in 2011 which was revised up recently. Growth is driven mainly by
non-OECD countries with OECD demand declining slightly. Analysts expect this to translate to
approximately 3% crude tanker deadweight demand in 2011 as longer haul routes are expected to
benefit from the increased oil demand. According to the IEA, higher crude oil prices and weak
economic activity could adversely affect these projections. The crude tanker order book
experiences extensive slippage, as analysts estimate that approximately 35% of the VLCC and the
Suezmax order book was not delivered as expected in the first half of 2011. This is a higher rate
compared to a year ago. We expect that the weak market environment will result to further
new-building delays and cancellations, and as a result we expect the slippage in the crude tanker
market order book to stay high.
Turning to slide 5 we show that asset prices have remained flat compared to a quarter ago and at
similar levels to a year ago. The sales and purchase markets however is currently fairly illiquid.
We estimate the net asset value of crude carriers in the region of $16.5 -17 per share at the end
of the second quarter based on third party valuations. Activity in the crude tanker period market
remains fairly limited, as the spot market weakness has led to limited period enquiry from
charterers and owners remain reluctant to fix their vessels on period at multi-year lows. However
it is important to note that three to five year employment time charters continue to command a
substantial premium over shorter term employment, reflecting owners and charterers expectations of
an improving spot market in the medium to long run.
Turning to slide 6 I would like to remind you that the Company announced on 5
th
May
2011 a definitive agreement to merge with Capital Product Partners in a unit for share transaction.
The exchange ratio was set at 1.56 CPLP common units for each Crude Carrier share. I would like to
remind you that the merger was negotiated exclusively by certain members of the Companys
Independent Directors Committee, which has negotiated the terms of the merger agreement, approved
the transaction and recommended it to the Companys Board of Directors, which in turn unanimously
approved the transaction. CPLP will be the surviving entity in the merger and will continue to be
structured as the Master Limited Partnership but will remain a corporation for US tax purposes, and
unit holders will continue to receive a standard 1099 form. The Company expects that the merger
will be completed during the third quarter of 2011, subject to the Crude Carrier stockholder
approval, including a class vote by the holders of common stock of Crude.
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The Crude management team and Crude Carriers Investment Corp holders of all the Class-B common
stock have entered into a support agreement, pursuant to which they have agreed to vote their
shares in favour of the transaction. Importantly I would like to remind you at this point that
given CPLPs annual distribution guidance of 93c per unit, and the 1.56 times merger exchange ratio,
Crude shareholders are expected to receive $1.45 in distribution per year per share, which implies
an annualised yield at Crudes current share price in excess of 14%. As we stated a number of
times already, following the completion of the merger we intend to gradually reduce the crude
tanker spot market exposure of our combined fleet during a period over the next 6-18 months as the
crude market improves and opportunities arise by entering into fixed period charters. The combined
fleet of the two merged entities will be diversified in both the product and crude tanker space,
together having one of the youngest high specification tanker fleets, along with the technical and
commercial support of Capital Maritime and Trading Corp which brings with it the vetting
qualification of oil majors around the world, will allow the new unit holders of CPLP to benefit
from a recovery in both segments.
Thank you and we would like now to open the call to some questions.
Questions and Answers
Operator
Michael Webber, Wells Fargo.
Michael Webber
Wells Fargo
Good morning guys. How are you? I wanted to jump and talk about the merger a little bit. on the
Capital call last week Ioannis you laid out a timeframe noting you responded to one round of SEC
comments already with regards to the proxy and youre expecting a second round this week. Can you
give us a more detailed update in terms of where youre at, in terms of the timeline and when we
can start thinking about a non-affiliated shareholder vote and whatnot?
Ioannis Lazaridis
We did get the comments. We are responding to them. We hope to be able to respond by today.
Tentatively we have pencilled 20
th
September special meeting for approving the merger.
That is
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the timeline that we need to keep. Tentative it will be confirmed when the filing happens either
today or Monday.
Michael Webber
Wells Fargo
That is helpful. With regards to the quarter your rates were above index but pretty well below
a number of your peers. Can you talk a little bit about what went into that? Was that a function
of not having a lag on your rates because youre based on the index charters? Can you talk about
what drove he outperformance versus the index, but then the underperformance relative to some of
your other peers.
Ioannis Lazaridis
Mike as you know from the previous call, our charter arrangements with Shell reflect the daily
fluctuation in spot market rates, experienced through the days of any given quarter and that
includes also the prices of bunkers, they reflect basically current data. If you look at the
average rate in the second quarter and you look at the average rate in the first quarter, there is
a big drop, the market has dropped significantly. That effectively is reflected in our numbers. A
lot of our competitors fix vessels on a voyage basis, so some of their fixtures may have taken
place and they may reflect numbers during Q1 rather than during Q2.
Michael Webber
Wells Fargo
It is pretty fair to classify that as the difference between your peers is the difference
between the lag effect of say a spot voyage versus the index.
Ioannis Lazaridis
I think that is certainly one reason.
Michael Webber
Wells Fargo
Actually getting back to the merger I am curious as to what your contingency plan is if for some
reason doesnt necessarily go your way. You have the term out option on your credit facility which
would probably need to be exercised, and I think there are two different options that would be
exercised in September. If we dont see a rate improvement, liquidity could get pretty tight
towards the end of the year. Can you guys give a little bit of colour in terms of what contingency
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plans you guys do have, how you would address that towards the end of the year and is that
something that is really on your radar at this point.
Ioannis Lazaridis
We believe here that a merger with CPLP is to the benefit of the shareholders of Crude, as well as
the combined group of the shareholders. We believe that the shareholders of Crude will be able to
benefit from the firm annual guidance of CPLPs distribution of 93c, which translates to $1.45 to
the Crude shareholders, which means that the dividend yield at this point in excess of 14%. We
believe Crude shareholders will vote for the merger as it is to their benefit.
When it comes to Crude, in case this doesnt go ahead number one we do have working capital
facilities in the tune of 10 million. Also bear in mind that our numbers and charter rates have
been affected very much from the very weak market which at this point I believe, given where the
bunker prices are, given where the running costs are, are basically unsustainably low, and also
they reflect certain costs related to the merger which if it doesnt happen basically you have seen
the worst. I believe that in an environment, even if it continues to be weak, there is not going
to be a liquidity issue for Crude Carriers.
Michael Webber
Wells Fargo
Fair enough. You mentioned in that answer that you thought rates are unsustainably low right now.
You guys are going to be going out looking to potentially charter those Vs on a longer term basis
over the next three to four to maybe six months, and potentially beyond that. what do you think
the likelihood is heading into the fourth quarter of this year that we actually see some degree of
seasonal strength off the absolute lows were at now; that might provide you guys a window to get a
rate a little bit above current market. How would you handicap that and how much of that are you
baking into your thought process right now?
Jerry Kalogiratos
Hi Michael. As Ioannis pointed out earlier, this quarter was exceptional in the sense that demand
also adversely affected by a number of events, such as the Japanese earthquake and the respective
refinery outages, the Libyan conflict as well as the release of the oil strategic reserves. As you
know the IEA is expecting higher refinery throughputs for the next quarter, and the longer term
demand outlook remains fairly positive, of course subject to world economic growth. The oil demand
for 2011 is expected to grow by 1.7%, for 2012 at 1.4%, these are solid numbers.
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08/05/2011 CRUDE CARRIERS SECOND QUARTER 2011 FINANCIAL RESULTS
Demand for crude vessels is a multiple of that running at 3% for 2011. If anything, we expect that
the market in Q3 and especially in Q4 should see a recovery from the historic lows that were
currently experiencing. The longer term fundamentals remain solid. It is a question of demand and
supply balancing at some point in the future.
Operator
Scott Webber, Merrill Lynch.
Scott Webber
Merrill Lynch
Good morning Ioannis and Jerry, it is Scott Webber in for Ken. I just wanted to make sure I heard
you correctly on one of Mikes questions. You said that as far as preliminary estimate for the
closing, you have scheduled 20
th
September as a time to confirm the merger. Is that
right?
Ioannis Lazaridis
I said that 20
th
September is the special meeting date; the closing will be a few days
after.
Scott Webber
Merrill Lynch
Just a question about the VLCC charter market is the time charter market or period market even
liquid right now. We have heard that it is just incredibly hard today to lock up vessels on
charters. Can you give us any sense of what an indicative one year or three year VLCC charter
might be in todays market.
Jerry Kalogiratos
Youre right to point out that the crude period market is very illiquid. Charterers are unwilling
to fix right now due to the softer patch in the spot market, and owners are also reluctant to lock
in at lower rates, so there is a standstill in the period market. But the numbers continue to be
quite optimistic when it comes to longer period charters. We have seen fixture of the second
quarter is for two VLCCs being fixed for three years at 32,500. If anything the willingness to fix
for these numbers is going to improve if there is more visibility in the spot market, and the same
applies to the Suezmax market. The expectations there again for longer period charters are higher
than what you can fix for the short term, which reflects also the expectations for an improved
market down the road.
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08/05/2011 CRUDE CARRIERS SECOND QUARTER 2011 FINANCIAL RESULTS
Operator
Martin Korsvold, Pareto.
Martin Korsvold
Pareto
Just a question on the product market we have seen values on product tankers come up quite a bit
from the bottom. The second quarter was good, whereas the start of the third quarter seems to be
pretty bad, at least in terms of earnings for the product tankers. Could you give us a bit of
colour on what you think in regards of both rates for the product tankers and values from here
going forward?
Ioannis Lazaridis
We dont really make predictions Martin. I think that it is quite difficult to make predictions,
but I can share with you a couple of things on the product market that make me quite optimistic.
The main thing is that if you look at the product rates, and I am talking mostly about period
rates, period rates are up something between 10 and 15% year-on-year, and close to 20% in the past
two years. At the same time if you look at the supply situation in the products, the fleet has
grown by less than the demand this year. The fleet growth has been between 1.5-2%, whereas demand
is running higher than 3.5, 4%. With all these refining openings going ahead, generating ton-mile
demand, demand for tonnage will remain high. I think if you look at the tonnage availability, it
is not much, you have seen recently a big transaction indicating good prices. I think that if you
look overall; that bodes well for the product market.
The spot market is affected by reasons that Jerry explained, like in the US there is some weakness
currently, but overall the trade and where the refining capacity is opening up make me quite
optimistic. I want to add to this that if you look at the combined company, if you look at CPLP
and Crude together, you will see that the combined company, because of the very high percentage of
period coverage for CPLP, it will generate quite secure cash flows going ahead. Analysts predict
at least for the second half of this year to generate cash flows approximately 14 million a
quarter. At the same time as I mentioned, the numbers to date in the second quarter have been
affected for both companies by the costs of the merger, amounting combined close to 4 million. If
you look at the combined entity, the cash flow required to meet the quarterly dividend
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of 93c is 16.5 million, and the combined group also will have close to 55 or more million of cash.
That is as per second quarter end.
Myself I feel quite comfortable about the sustainability of the distribution and I think the
statement that we make in our earnings release regarding the benefits to the Crude shareholders,
vis-à-vis future dividend distributions is supported by numbers. Especially our intention is to
move the crude vessels into period charters, gradually and as opportunities arise, I think you will
easily see that at the three year period rates, the numbers are quite good. As we have stated
before and we state again, our intention is to fix for longer than shorter periods at this point.
Martin Korsvold
Pareto
Also in terms of growth going forward could you say a little bit about where do you think you
will grow the Company, which asset types; crude, product? Are you buyers at these levels? How do
you think about growing the Company going forward?
Ioannis Lazaridis
Our priority at this point is to first finalise the merger, as I mentioned in the second half of
September we will have the special meeting and hopefully we will close the merger. Then we will
have to look for period employment for the crude vessels, and we have been doing that and we will
accelerate even more after the merger is done. Of course we always keep an open eye to
opportunities in either product or crude vessels.
Operator
[No further questions].
Ioannis Lazaridis
Thank you everybody for finding the time and in case you have any further questions please do not
hesitate to contact us directly. Thank you.
Page 10 of 10
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any
vote or approval. The proposed merger transaction between Crude Carriers and CPLP will be submitted to the shareholders of Crude
Carriers for their consideration. CPLP will file with the Securities and Exchange Commission (SEC) a registration statement on
Form F-4 that will include a proxy statement of Crude Carriers that also constitutes a prospectus of CPLP. Crude Carriers and
CPLP also plan to file other documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF CRUDE CARRIERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS
THAT WILL BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain free copies of the proxy
statement/prospectus and other documents containing important information about Crude Carriers, once such documents are filed with
the SEC, through the website maintained by the SEC at
http://www.sec.gov
. Copies of the documents filed with the SEC by
Crude Carriers will be available free of charge on Crude Carriers website at
www.crudecarrierscorp.com
under the tab Investor Relations or by contacting Crude Carriers Investor Relations Department at (212) 661-7566.
Crude Carriers and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Crude Carriers in connection with the proposed transaction. Information about the directors and executive officers of Crude Carriers is set forth in its Annual Report on Form 20-F, which was filed with the SEC on April 18, 2011. This document can be obtained free of charge from the sources i
ndicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.
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