Good morning, everyone, and welcome to the Q3 2023 earnings release from TGS. My name is Kristian Johansen, I'm the CEO of TGS, and with me today, we have Sven Børre Larsen, our CFO. I'll refer you to the forward-looking statements that you can read after the presentation. I'm very pleased to report a Q3 result that is delivering on all parameters. Very pleased about our results in all areas. So if you start on the upper left-hand corner, continued strong early sales momentum, we have a year-on-year growth of 129%. We finally saw late sales recovery in Q3. It's up 11% compared to last year and came in slightly above our own and the market expectations, and we had acquisition delivering its best quarter ever with a year-on-year growth of 27%.
So very, very pleased about the development of our OBN business. DES is continuing its positive progress with strong growth, so 41% year-on-year. I'm also particularly pleased about the strong operational performance and cost control, which resulted in an EBIT margin of 23% in Q3. And then last but not least, and probably the most important, very solid cash flow. Free cash flow of $45 million in Q3 of 2023. So I'll touch on the financial highlights. So we had POC revenues, so total revenues of $293 million, compared to $119 million in Q3 last year. And again, this number was announced to the market on the sixth business day of the quarter. Again, as I said, I'm pleased about late sales. We had $72 million in Q3.
That's up from $65 million in the same quarter of last year. We had early sales of $88 million, and that compares to $39 million in the same quarter of 2022. Proprietary revenues, if you combine acquisition business unit with our processing and proprietary processing work, came in at $133 million, but $126 million of that came from former Magseis or our OBN business. So again, very, very pleased about the performance of our acquisition business, and also very pleased about the integration, the synergy takeout, and of course, as I said, the operational performance. We had an EBITDA of $170 million in the quarter. That compares to $80 million in the Q3 of 2022. Positive momentum in POC revenues. It's driven by strong growth in both multi-client sales and the acquisition contract revenues.
Very solid contract inflow, $355 million of new contracts signed during the quarter. And then last but not least, that leaves us with a POC backlog, including acquisition of $475 million, which is also up from previous quarters. Just touching on the POC revenues, so pro forma, and then we have included Magseis in the numbers for 2020, 2021, and 2022. And as you see, a significant increase in year-to-date 2023, where we're up 27% compared to year-to-date 2022. And again, these are pro forma numbers. So in that sense, we're comparing apples to apples. I'll touch on some of the operational highlights, and again, I will start with going back to the acquisition business.
We have signed two large contracts in our ocean bottom node business in the US Gulf of Mexico. First one is a multi-year contract. This is with a super major. It's a three-year frame agreement, and they're gonna be working with one of our crews in the Gulf of Mexico for the next three years. Again, this is great for our backlog and visibility going forward, and it provides a lot of security and certainty around our backlog for 2024 throughout 2026. So really good. And not only that, but we also announced yesterday a new contract for a repeat customer in the US Gulf of Mexico. This project starts on November 1st, and it's gonna finish sometime in Q1 of 2024.
Again, these are just some evidence of the quality, the customer satisfaction, and the operational stability of our OBM business, and we are very, very pleased about that as we speak. Q3 was a busy quarter in terms of acquisition activity. You see that from our relatively high investment level. We had 8 multi-client operations in the quarter, and you can see from the dots where we were operating in Q3, so very high activity in our multi-client business. We had 4 OBM crews working as well. You could see that on the same map. And then finally, we had 3 different DES operations, with the biggest ones being in the New York Bight area of New York and also in Utsira of Norway. I'll give you an update on the PGS transaction.
So the merger agreement and merger plan were signed yesterday or last night. That means that we're gonna have extraordinary general meetings in both companies in late November. As customary practice, there is gonna be a six-week credit or notice following the EGM approvals, and then, of course, regulatory approvals are still pending. But we estimate to have that in place, and we estimate closing sometime in the first half of 2024, and we're getting increasingly optimistic that that's gonna happen sooner rather than later. So we're probably targeting sometime late Q1 or early Q2, rather than late first half. So that's the situation as we speak. We also upped our synergy potential or our estimates for synergies of the PGS transaction.
So if you look on the bar chart here, you see that we estimate now cost synergies of about $60-$70 million per annum, and this is based on further insight into PGS numbers and obviously some discussions of non-confidential information between the two companies, where we are getting increasingly comfortable that synergies are going to be higher than the 50 that we announced at the time of the transaction. And it's probably going to be somewhere around $60-$70 on the pure cost synergies that have an EBITDA impact. In addition to that, we think there are synergies on higher fleet utilization, so we think the fleet utilization will grow by another 2-3 percentage points, which again, means that we have another $15-$20 million of fleet utilization synergies on top of the pure cost synergies.
Then on the financing cost, we estimate the synergies to be between $15 million and $20 million per year, and that's simple math. We apply 300-400 basis points lower interest cost on about $500 million of gross debt, and that takes you to about $15 million-$20 million per annum. So in total, we feel quite confident about synergies or annual synergies of somewhere between $90 million and $110 million. And in addition to that, we have additional savings from deferred tax assets. So if you look at the annual synergies as a percentage of the price of the target or the market cap of the combined company, this is clearly a very strong synergy case and a good transaction that makes sense for so many different reasons. So with that, I'm going to hand it over to Sven Børre.
He's going to cover the financials, and then I will come back and talk about the outlook for the remainder of the year and obviously more focus on the long term. Thank you very much.
Thank you for that, Christian, and good morning, everyone. So I'll start, as always, by going through the revenues, our different revenue streams. Starting with the early sales on the top left-hand side of this chart, we had strong early sales, as we have had in the previous quarters as well, driven obviously by a significant increase in our investment activity. And it's very encouraging to see that our customers are very keen on supporting new projects in new multi-client projects in different areas. So in this quarter, we had $88 million of early sales, POC early sales. This compares to only $39 million in the same quarter of last year, and that's a growth of 129% year-over-year. So really good to see the strong performance on early sales.
Then late sales on the next chart. We had $72 million of late sales, which is 11% higher than what we had in the same quarter of last year, and it's also 16% higher compared to the previous quarter. So although it's still not a spectacular late sales number, we feel very good about seeing late sales at least coming up to a more acceptable level than we have seen in Q1 and Q2 of this year. So that's really good to see. Proprietary revenues came in at $233 million in this quarter.
And obviously, the change compared to last year is largely made up by the acquisition of Magseis, which was included from Q4 of last year. And then total revenues, POC revenues came in at $293 million, compared to 119 in the same quarter of last year. But if you also include Magseis in the same quarter of last year, we had a pro forma year-over-year growth in our POC revenues, so 34% in Q3. And then looking at the POC revenues by business unit, first, multi-client and imaging is lumped together on the top left-hand chart here, $156 million in this quarter, which is a growth of 42% year-over-year.
Then we're also happy to see that our Digital Energy Solutions business continues its strong progress in the quarter, 41% year-over-year growth in revenues, mainly driven by continued performance and continued growth in 4C Offshore and our LiDAR buoy wind measurement projects that we are continuing to deploy more and more of these buoys. Then the acquisition business unit on the bottom left-hand chart. As you can see, we had $126 million of revenues from acquisition. This is actually the best quarter ever. Also, when looking at the pro forma numbers for our acquisition business unit, as you can see, we didn't have much internal work in the quarter, only $1 million on top of the 126 in internal revenues.
This strong performance in the acquisition business unit is obviously driven by three different factors. First, we have higher rates rolling over to contracts with generally higher rates. Second, we have higher contract coverage, and finally, and probably most importantly, we have very strong operational performance. So all in all, a very strong quarter for our acquisition business unit. Then looking at the operating expenses, cost of goods sold, which is largely or entirely linked to our proprietary revenues and mostly our acquisition operations, $72 million in the quarter, and this makes up 54% of proprietary revenues.
We have previously guided that you should expect on a normalized basis, that number to be in the low 60s, so 60%-65%, but it will vary a little bit from quarter to quarter. But this quarter, we have a very strong operational performance, which drives this cost of goods sold percentage down or increases the gross margin. Personnel cost came in at $34 million in the quarter on an underlying basis, excluding bonuses. We continue to be fairly stable in the high 20s, and then with the strong profitability we're showing in the quarters, the bonus payments to employees also goes up, and thereby we ended up with $34 million of total personnel cost in this quarter.
Other operating costs came in at $17 million in the quarter, slightly higher than Q2, but lower than Q1. This includes roughly $3 million or one-off costs, mainly related to an arbitration case that we inherited from when acquiring Magseis. This gave us a POC EBITDA of $170 million in this quarter, compared to $80 million in the same quarter of last year. Then going further down the P&L, focusing now on POC amortization. The straight-line amortization this quarter is $41 million, which is more or less stable compared to the previous quarters, as expected. The POC accelerated amortization was $35 million in the quarter, and then we have impairments of roughly $5 million in the quarter.
As you can see from the history as well, we quite often have smaller impairments related to individual service that are subject to special circumstances. So it's not unusual that we have smaller impairments in some of the quarters. Depreciation, $21 million, increased a little bit, and that reflects some investments we've done this year in more equipment in the acquisition business unit. So $21 million in depreciation this quarter. This gave us an operating result of $68 million, compared to a loss of $7 million in the same quarter of last year. And this represents an operating margin of 23%, and it's a result we're quite happy with.
Multi-client investments, $113 million in this quarter, so high investments, and a 78% early sales rate. We were probably hoping earlier in the quarter and also earlier in the year for a somewhat higher early sales rate, but we haven't seen the same level of call it late early sales or sale of almost completed projects that than we were anticipated, anticipated earlier, earlier in the year. But and when it comes to investments, we have invested around $330 million so far this year. And as Kristian will cover in more detail afterwards, we are upping our investment guidance for the full year to around $400 million.
The bridge of POC revenues to IFRS revenues, as you can see, we ended up with IFRS revenues of $225 million in the quarter, and that is lower because we had very few multi-client projects that came to completion during the quarter. And this leads us to look at the IFRS profit and loss account. As I said, $225 million of IFRS revenues in the quarter, cost of goods sold of $72 million, personnel cost $35 million, and other operational cost of $17 million gave us an EBITDA of $103 million, and then subtracting straight-line amortization of $41 million, which is the same in IFRS and POC, but very low accelerated amortization in the quarter.
Basically, since we had low IFRS early sales of $9 million, say, impairments of $4.7 million, which is the same, depreciation of $21 million, which is the same as in POC, gave us an operating result of $26 million in our IFRS accounts. Result before tax was $28 million. Then we had a tax cost of $12 million in the quarter, which is a fairly high tax rate, but the tax rate will jump around a little bit, depending on different movements, mostly related to currencies. So you should look at the tax rate more in a long-term perspective, and as you'll see, on a year-to-date basis, we're down to 16% effective tax rate.
All in all, this gave us a net income of $17 million, corresponding to an EPS of $0.13 per share in the quarter. Looking at the balance sheet. This includes the share issue that we did in connection with announcing the PGS transaction to shore up the balance sheet of the combined company. That gave us net proceeds of $86-$87 million. And so the balance sheet is even stronger than it was in the same quarter in Q2 and in the same quarter of last year. Basically, in the expectation of taking over PGS sometime early next year.
Our multi-client library, of course, continues to increase in value, given the high investments, $745 million, at the end of Q3. We had a strong cash position of more than 200 or around 200 million dollars at the end of the quarter. You will also see that we paid down the $45 million of interest-bearing debt that we had, that we took over from the Magseis transaction. So we paid that down during the quarter, and at the end of the quarter, we had zero gross, net- the gross debt or interest-bearing debt. So the balance sheet remains very strong.
Looking at the cash flow, we had $203 million of cash flow from operations in the quarter, and we had $158 million of negative cash flow to investments in the quarter, which gave us a free cash flow of $45 million in the quarter, which is slightly higher than what we anticipated when we started the quarter, because we had extremely good cash collection in the quarter. But this towards the end of the quarter, but this, of course, will result in a corresponding reduction of our expectations for the Q4 cash flow, just so you're aware of that.
Then you'll see that we had we paid down the loan of $45 million, as I said, and you also see the dividend payment and the share issue as part of this cash flow statement. And all in all, this gave us a net cash flow or a net increase in cash of $56 million during the quarter. And as I said, this gave us a cash position of $200 million at the end of the quarter. Dividends, we continue to pay the same level of dividends, $0.14 per share. The ex-date is second of November, and the payment date is the November 16th. And by that, I'll hand the word back to you, Kristian.
Thank you, Sven, and let's have a look at the outlook going forward, and we'll start with a slide that you have seen before, but it's been slightly updated since then. So we have new estimates from OPEC that you probably saw last week. We have Exxon's long-term energy outlook that came out in July, and we have the IEA steps. And as you can see on the left-hand side, the three estimates vary quite a lot, but I think OPEC and Exxon are pretty much in line in terms of what's gonna happen over the next few years. And OPEC last week said that in 2028, the demand for oil and gas is gonna be about 110 million barrels.
If you compare that to about 2 years ago, when a lot of the so-called experts expected peak oil to be next year, then we can clearly conclude that they were wrong in their estimates. But again, if you look at OPEC, Exxon, and even IEA steps, who's the most negative, we see that there is a tremendous need for more oil and gas over the next 27 years, which the forecast period here goes to about 2050. With the current depletion rate of 7% for oil and 5% for gas, and you see the gap between even the IEA steps, which is the most negative, you see the gap there, the wide gap is quite considerable going forward. If you look on the right-hand side, you see the estimated 2050 oil and gas share of the energy mix.
So today it's about 50%, 55%. Oil and gas represents about 55% of the mix. According to Exxon, it's gonna be 54% in 2050, and it's gonna be based on significantly higher demand. So it's gonna be continued to grow at a rate of about 1% per year. OPEC is very much in line, but their forecast goes to 2045, but they still expect 54% of the energy mix in 2045 is gonna be represented by oil and gas. And then the IEA is the most negative or conservative, if you like, but they're still at 46% versus 55 today, and it's based on higher, or slightly higher demand, as you see on the left-hand side.
So again, the fundamentals are just really good for this industry, and they've completely changed over the past couple of years in terms of people getting more realistic in terms of where the energy sources are gonna come from for the future. On top of that, we see a really tight oil market in the short term. If you look at the numbers from EIA on the left-hand side, you see the build and draw of inventories, and you see a period of about 6 quarters, where we've actually been building inventories throughout 2022 and 2023. Despite the fact that we've been building inventories, the oil price has stayed very strong throughout that period. And now we expect, you know, Q3 of 2023 is gonna be a draw on inventories.
It's gonna be a draw for the next two quarters after that, and then it's gonna be basically neutral for the period after that and going throughout 2024. So in summary, what you can tell from that graph is that there is very strong fundamental for a continued high oil price going forward. And that is further explained by the graph to the right-hand side. So what you see there is a shaded area, is the average high and low, or it's actually the high and low for the period from 2018 to 2022 of the U.S. commercial crude oil stocks. And then you see the blue line there, and you see the blue line is now currently lower than the average, despite the fact that there is some seasonality and some seasonal uptick in October 2023.
You still see that the blue line is below the average over the period from 2018 to 2022. So again, very strong fundamentals for a continued strong oil price, which is obviously positive for our industry. And then if we look at the acquisition activity plan, and this is obviously getting increasingly important for us, you know, given that we own Magseis, and we have a quite substantial acquisition business in TGS. So you see the Z Xplorer 1, where it's been in Guyana for quite some time, and it's gonna continue there throughout the end of the year. Z Xplorer 2 is gonna work in the US Gulf of Mexico, so you see that bar to the end of Q4 of 2023.
That's a contract that we announced yesterday, so it's gonna start on November 1st, and then go throughout Q1 of 2024. Z 700 is mainly working in Europe, so you see there is a gap there for Q4. That's, that is a planned or scheduled gap, and there is gonna be a gap on that crew going into next year, too. But now we're competing for some contracts in Asia-Pacific to hopefully fill that, such that we don't, such that we don't wait until the Europe season opens, as you can see that we did last year. And then we have the MASS crew that is working in Africa as we speak, and it's gonna continue to work in Africa for the first couple of months of 2024.
The rest of our monitoring crews are fully booked, and you see they've been fully booked throughout the year, and we expect that to be the case next year, too. Then we have a renewables crew that is currently working in NSA and where you will continue to see high bidding activity throughout 2024. So overall, feel very good about the acquisition activity plan. You see it's been high utilization throughout 2023. We expect the same thing to be the case for 2024, and again, that means that we're gonna continue to see good numbers from Magseis or our acquisition business, given that the current level of production efficiency can continue. And that takes me to the contract backlog and inflow. So we start with the contract inflow.
You see, we have the second highest inflow ever if you look at this timeline. In Q3 of 2023, we saw new contracts of about $355 million, and there's only one quarter, and that was Q3 of 2022, where we had higher contract inflow. And that means that the contract backlog is now pretty close to $500 million, and that's a combination of $236 million from acquisition, and then on top of that, we have about $240 million of multi-client backlog at the end of Q3 of 2023.
You also see on the right-hand side, you see the pie chart there, there with the timing of the expected recognition of our early sales, and that's something that's gonna help you in estimating the next couple of quarters in terms of early sales. License round activity, if we start in North America, there is a round in Canada this fall. There is also a GOM sale, so that's gonna take place on the 8th of November. It's gonna be the last lease sale now for quite some time. So the next one, according to the new five-year plan, is gonna be in 2025. And according to that same plan, it's gonna be lease sales in 2025, 2027, and 2029.
But again, there is a lot of uncertainty related to that because nobody knows what's gonna happen with the next election in the U.S., and that election may obviously change the plan for the next five years of the U.S. Gulf of Mexico. In Brazil, we have the permanent offer round in Q4 of 2023. You see, we have rounds also that are quite important for TGS, both in Uruguay, which is May and November. That takes place on an annual basis. And then Argentina, where there is an offshore round that is currently open. Europe, we have the APA Round, the awards in Q1 of 2024, and then we have an open round again in Q2 of 2024. And Aapa is probably more important to PGS than to TGS.
But at the time when the APA Round is open again, we hope to have closed the transaction with PGS. Africa is busy. I'm not gonna touch on the individual rounds in Africa, but all I can conclude is that there is a higher number of rounds than we've seen in quite some time. And then in Asia-Pacific, you see important rounds in both Indonesia, Malaysia, and Bangladesh, where TGS has a lot of data. As Sven alluded to, we're increasing our multi-client investment guidance. So from a level of more than $350 million, we're now more concrete on that number, and we say that the number for the full year is gonna be approximately $400 million.
You see on the right-hand side, you see how that stacks up to recent years, and you gotta go all the way back to the period of 2012 to 2015 to see the same level of investments in our multi-client business. Early sales is expected to be above 75%, where the previous guidance was a minimum of 70%. And I think the combination of the two figures there is quite important because if you compare back to 2012 to 2015, we invested more than we had significantly lower pre-funding on our investments, too. In summary, total POC revenues of $293 million compares to $119 million in Q3 last year. EBITDA was very strong, $170 million compares to $80 million in the same quarter of last year.
Positive momentum in POC revenues. That's driven by strong growth in both our multi-client business and the acquisition contract revenues. Merger agreement with PGS is signed, very pleased about that, and closing of that transaction probably sometime in either late Q1 or early Q2 of 2024. But certainly, the best estimate is that it's gonna happen in the first half of 2024. Continued growth in exploration spending is expected, and TGS, again, is very well positioned and probably even better with the acquisition of PGS, with a leading position in all different verticals of the seismic industry. So with that, I want to say thank you very much for the attention. I want to bring up Sven Børre here, and then we're gonna take the questions from the room or the questions from the web.
Thank you very much. Yeah, John first.
Yeah. A couple of questions related to the merger. Just wondered the weak late sales for PGS in Q3 and the strong from TGS, did that have you wondering a little about potentially reconsider the exchange ratio?
Not really. I think, we're quite comfortable about the quality of their library. We're quite comfortable about their long-term performance and the long-term outlook, and it didn't really change much. Of course, we would like to see them better, but, I think overall, if you take the two companies combined, it was a pretty good late sales, and I think that's probably more important because that says something about the market.
Mm.
You obviously saw that they had a favorable outcome of the arbitration process in Angola, and of course, that counts positively as well.
Yeah. And then on the synergies, how long time do you think it will take before you reap benefits of the synergies that you're talking about? How long time will it take to implement them?
Usually you have a year of implementation of those synergies. So let's say we close the transaction in, you know, sometime in the first half of 2024, then it's probably gonna be a net zero game for 2024, and then you really start to reap the synergies in 2025. There is obviously some cost related to the synergies, so that's why I'm saying 2024 is probably gonna be more neutral in terms of the cost and the benefit, and then 2025 is when you're gonna see that you get, hopefully, full effect of the synergies.
Mm. And then.
Financial synergies, for example, I mean, you obviously know that, you know, some of the bonds are locked in until 2025. We cannot go out and renegotiate that until it expires.
Sure, sure, sure. Then PGS has significant tax losses carry forward, and you haven't, didn't include any synergies from those in your presentation. Just wonder, how do you have any thoughts of how quickly you could utilize the tax loss carry forward?
No, it's we haven't had the opportunity to do a detailed analysis and obviously, it will depend on profitability going forward, as you know better than anyone else, it's kind of hard to be very precise on those estimates because it varies quite a bit. But it's kind of hard to say. Depends on the market development, but we think we're in a really good position to be able to utilize it over a, you know, given number of years.
Okay, and my final question for now is PGS fleet, the current PGS fleet, and your OBN fleet, is there going to be any integration or synergies related to operations of all the combined fleet?
Yeah, we haven't set all the plans in detail yet, but I guess you can assume that that's where you're gonna have a significant part of the synergies. It would almost be foolish not to look for a combination of the two, but we haven't, we haven't decided how to do it and, and when to do it, but it's certainly where we're gonna take out.
Mm
Significant part of the synergies.
Is that included in your current,
Yeah, yeah
Fleet utilization synergy-
Yeah
Number?
Yeah.
All right. Great. Okay, I'll, I'll leave it to somebody else now. For now. Thank you.
Christopher.
Shifting gear a little bit. You've recently seen two big M&As among your clients, Exxon buying Pioneer and Chevron buying Hess. And it is expected that you will see further M&A activity among the three companies. Could you just share your comments or your view on how you see your clients looking on organic exploration, which you represent,
Mm
Versus what they're currently doing, basically acquiring resources?
Yeah.
They're not increasing the global resource base, but of course, increasing the resource of Exxon and Chevron.
Yeah, no, it's a good question. I mean, there's quite a few interesting data points from those transactions. Number 1 is that it's all American companies, and we've seen that for a while, that the American clients that we have, they've been far more aggressive in terms of increasing their reserve base, buying more data, looking for frontier opportunities, et cetera, et cetera. And now, on top of that, they go and do M&A. And the reason for that is obviously that they see a lot of the same stuff as we reported today in terms of the energy mix going forward is quite favorable. Oil and gas is not gonna disappear anytime soon, and they put their money where their mouth is, and they make these acquisitions. We've talked to some of these companies.
We asked them whether this is gonna have any impact on their exploration budget, and the answer is no. They're doing both. They're gonna continue to invest in exploration, and at the same time, they're gonna make sure that they secure the near-term production targets. I think you're gonna see the trend will continue also with the European companies. They feel the pressure to do similar things, and it goes both with M&A, and it goes with increased exploration spending. So I think, yeah, it's, it's mainly positive in that regard, that someone kind of leads the pack. And then, you know, M&A is never positive for a multi-client company because obviously, the last client is the most profitable. And if you have 80 clients, it's far better than having 40, and 40 is far better than having 20.
But then you also know that there are some short-term gains from that, and that's the transfer fees. So of course, we will have transfer fees from these transactions. So near term, it's probably a good thing for us, and longer term, it's slightly negative. But we've seen this for quite some time. I mean, the number of clients who spend more than $3-$4 million with TGS is probably half today of what it was 10 years ago, and that is part of the reason why you see the entire industry is moving and shifting more to these converted contracts, more contract work, and multi-client gets higher pre-funding for their work. I mean, that's just the change that we've seen over the past decade or so, and it will continue.
It's part of the reason why we, you know, do the strategic changes as we do at TGS. We think that that's where the industry is gonna go. There's gonna be a few players left, and these players are gonna be very profitable, and it's gonna be sound businesses, and we're gonna be one of them.
Your clients are currently planning their 2024 spending.
Yes.
Could you share any views or feedback that you received from your clients regarding their plans and ambitions for next year?
Yeah. I think of the clients that we have talked to so far, if we haven't heard anyone who's cutting their budgets, we've heard someone who's flat, and we've heard someone who's slightly up, and slightly up is probably in line with E&P spending, so 5, 10, 15% up, and then we have some who are going significantly higher because they've held back on data purchases for the past few years. So it's, it's a wide range, but so far I haven't heard about anyone who's cutting their budgets.
Some bookkeeping questions finally. Contracts or acquisition had a very strong third quarter. I assume it will be somewhat weaker in fourth quarter, but could you share some guidance there?
Will be significantly weaker in the fourth quarter due to basically lower utilization of the cruise, which is... Yeah, if you look at Magseis' history, you'll realize that there are some seasonal swings to the utilization. And Q4 is normally a low quarter in that respect, so it will be a significantly lower revenue stream from acquisition in Q4 relative to Q3, of course.
I think what you need to look at is a year-on-year comparison, then look back on the previous two years and see Q4 is always weaker. But I think we still have reason to believe that this Q4 is gonna be significantly stronger than what you've seen in previous couple of years with Magseis. There is nothing extraordinary in that.
Which also, of course, means that the gross margin will be lower than what we had in this quarter, of course.
And finally, working capital was stronger in third quarter than you had previously assumed, but could we assume that Q4 will be more normal, meaning that the late sales you're doing in third, fourth quarter will mainly be cash collected in Q1?
Yes. Yes.
Thank you.
John?
On near-term outlook, I know it's difficult to predict Q4 late sales,
Mm.
But could you talk a little bit about a little couple of data points related to Q4 late sales? The Gulf of Mexico 8th on November lease round.
Have you seen any significant sales now in October ahead of that license round as it was delayed, and as oil companies know that the next one, as it looks for now, will be in 25?
We could assume that there will be high interest for this round. Could you comment a little bit on that specifically, and also maybe the couple of the key license rounds, like the open ones in Brazil and Argentina? Yeah, couple of, you didn't.
Yeah, I think.
Comment on, or maybe which ones will be important for you guys in Q4, for- for late Q4?
No, I think if you start with the lease sale in the GOM, which is scheduled for November 8th, I think that's again, it's gonna be the last lease sale for probably two years, and in that regard, it's probably a positive thing. I mean, it's probably gonna be a bit of land grab, and depending on who's grabbing the land, I mean, that could be positive for us, of course. We've also said that the lease sales are probably less important to us now than it used to be. I mean, that used to be a key driver of TGS revenues. Now we have these OBN programs that are much bigger and much more long term, and they have a different type of sales profile.
So in that regard, I mean, it's not gonna be a make or break for any given Q4, so. But I, I have reason to believe that it's gonna be relatively strong, and, and the interest, it seems to be relatively strong. We haven't, and I, and we wouldn't comment on, on specific sales that we have made or plan to do related to that, but I think overall, the interest should be pretty good.
Mm. Mm.
Other, lease sales and triggers and activity, I think, Brazil is looking really good now. I think, more and more companies are going to Brazil, and more and more companies realize that Brazil is definitely one of the, not only one of the more prolific basins of the world, but it's certainly increased stability, too, in Brazil. And we think that, there are new areas opening up in the Foz do Amazonas, for example, and even areas further south. So I think Brazil is gonna continue to be very important to TGS. I think I mentioned on the slide, on the lease sales, I mentioned Argentina, I mentioned Uruguay, I mentioned a few African countries, and also the three countries in Asia-Pacific: Indonesia, Malaysia, and Bangladesh, where TGS has acquired a lot of data.
I think it's overall, it looks pretty good.
Right, then some questions from the audience on following us on the web. Jorgen Lunde from Danske Bank has a couple of questions. Good morning. On the high contract info, can you provide some details on how much of this info relates to OBN contracts in the U.S. Gulf of Mexico? We won't provide an exact number, but, of the inflow in the acquisition business unit, you can assume that the bulk of that relates to Gulf of Mexico in general.
Two contracts.
Yeah.
Yeah.
And then he has a question, another question: Can you provide some details on the OBN EBITDA margin in Q3, and following the recent OBN award, how does this margin compare to the pricing of new contracts? In Q4, as you can see from the segment notes in our quarterly reports, we had an EBIT of roughly $25 million in the acquisition business unit, which means that we're approaching 50 year to date, which is well ahead of the expectations we had when we acquired Magseis. And we probably had roughly 33, yeah, 30, 30, 35-ish, maybe a bit more, $35-40 million of EBITDA in the acquisition business unit in Q3.
And commenting on individual contracts and EBITDA margins, we don't do that, but you can assume that the margins where we are, in general, are closing now on the contracts that we are closing now are at a higher level than what you have seen historically in the OBN industry.
It's a combination of lower cost, better operational performance, and not necessarily higher pricing, because we still face price pressure from our clients. But of course, with the synergy takeouts, with improved operational efficiency, we can continue to provide really good margins.
By that, you actually answered the first question from Lucas Dahl in Arctic. He has another question: You said that you expected higher pre-funding ratio, slowing slower selling of ongoing service. What do you attribute the miss to? And has the client behavior changed as we approach year-end? Yeah, what they call it late early sales or sales of service that are almost complete, obviously following a bit of the same dynamics as late sales. And as you know very well, late sales has been a bit disappointing so far this year, and the same obviously goes for that late part of early sales as well. So it's a very, very similar drivers. So it's nothing, nothing more than that. And then he has a question about the frame agreement in OBN.
What scope in terms of acquisition months do you foresee going forward?
Yeah, I think typically these long-term contracts is the oil company or energy company gets access to a crew for certain periods of time per year for a 3-year period. They lock in the overall capacity, which is great for us, but they also secure that capacity for themselves. And typically, we look at this contract would be like, you know, between half and a quarter of a cruises availability for any given year.
Then there's a question from Johannes Møller regarding the transfer fees, given the 2 big M&A transactions. Guess we've commented on that already. There is a question from David Abraham related to the dividend adjustment for the PGS shareholders, which was announced as part of the merger agreement today. So basically, we are going to compensate PGS shareholders from all dividends that we pay. It will be a cash compensation at closing for all dividends that we pay after the EGM approvals, which means that the dividend that we're paying now is not going to be compensated for because it happens before the EGM approvals.
Then there is a question from Marco Battaglia: Can you comment on the composition of the multi-client backlog? Roughly $240 million in terms of OBN, 3D, 2D. How many pre-funders on average for each bucket?
Yeah, there's hardly any 2D in that backlog. So the majority of that backlog, so more than half is 3D, and the other, you know, let's say 40% would be OBN. In terms of number of pre-funders, it varies quite a bit from one pre-funder pre-funding 80%+ to two or three pre-funders, or even more than that, to pre-fund the entire cost of the survey. So overall, we have a pre-funding rate, as we said, of 75% this year. Don't think that's gonna change much in the future. It may, if anything, go up with the inclusion of PGS. It tends to have higher pre-funding than we have. So overall, it doesn't really change much.
Question from Eric Aspenfossom at Carnegie: Should we still expect cost of goods sold to be 60%-65% of proprietary sales going forward, and personnel expenses and other operating expenses to be around 45%-50%? On the latter, yeah, that's probably a, a, fair, fair estimate. On the former, as I said, we were low on the cost of goods sold percentage in Q3, and 60%-65% is probably a, a, a good normalized expectation. But as I also said, in Q4, you'll probably see higher than that due to lower crew utilization. How much of PGS's contract seismic capacity is working for you or expected to be working for you? Or put another way, do you have an estimate of how much PGS contract revenues would be for internal use after the merger?
The only thing we can refer to the slide that we had. We have done some analysis together with PGS and looked at our 3D vessel need, and we have seen that our projects, on average, could contribute to 2%-3% higher vessel utilization. So I
I think it's an interesting question. I would just like to add some flavor to it.
Yeah.
I mean, you probably saw that in Q3, PGS used six out of seven vessels for multi-client. And of course, if you add the capacity of TGS on top of that, then you can easily see a scenario where the two companies use the majority of the fleet 24/7. We're not necessarily gonna do that. That's not really our strategy. Our strategy is to be opportunistic. We're gonna use it for multi-client use. We may also use other vendors for multi-client use, and we're gonna use it. Anyone can use our vessels, and anyone who's willing to pay a good market rate can use our vessels, and so do we. So, I think we're gonna take a very opportunistic view on that and really make sure that we run a profitable business through the cycles.
That's really the key here.
Yeah. And then lastly, do you expect a budget flush in Q4?
We always expect some kind of budget flush in Q4, and that's part of the seasonality of the multi-client business. How big the budget flush is gonna be is very hard to say, and the reason why it's so hard to say is that typically an oil company, they either have money left at the end of the, end of the year, partly because of delays in their drilling campaigns and wells that have been pushed into next year. And then all of a sudden, you know, in the last week of December, they show up and they say, hey, we got $20 million that we need to spend." You know, that happens quite regularly.
It's probably gonna happen this year as well, but then you could also see the opposite, that they have overspent on drilling, or they've overspent on other areas, and which again would hurt us. But overall, we always expect the Q4 to be the strongest quarter of the year in terms of late sales.
Then finally, there is a number of questions from several viewers regarding the regulatory process and filing requirements and where we have to file and antitrust risk related to the transaction.
Yeah, we don't know yet, but we've done some preliminary assessments, and I think so far it's been good news in terms of some countries where we thought we were gonna be filing, where we don't need to file because we don't meet the thresholds for filing, which is good. We probably don't have to file in Brazil. We probably don't have to file in the U.S. We will have to file in Norway, and then we're looking at a couple of other countries where we, you know, we still not decided whether filing needs to be done or not. So but overall, it's very positive news compared to where we were probably a month and a half ago or a month ago.
Yeah, that concludes the list of questions.
Very good. I wanna thank you for your attention. It was a pleasure to present a result that was very good in our opinion. It was better than we expected for Q3, and we hope to continue the progress in Q4. Looking forward to see you again sometime in February for our Q4 earnings release. Thank you very much for your attention, and thanks for coming here today. Thank you.