Tidewater Inc.

Thank you for standing by. My name is Eric and I will be your conference operator today. At this time, I would like to welcome everyone to the Tidewater Incorporated Q3 2023 earnings call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star one again. Thank you. I would now like to turn the call over to Wes Golger, Vice President of Finance and Investor Relations. Please go ahead.

Thank you, Eric. Good morning, everyone, and welcome to Tidewater's Q3 2023 Earnings Conference Call. I'm joined on the call this morning by our President and CEO, Quentin Neen, our Chief Financial Officer, Sam Rubio, and our Chief Commercial Officer, Piers Middleton. During today's call, we'll make certain statements that are forward-looking and referring to our plans and expectations. There are risks and uncertainties and other factors that may cause the company's actual performance to be materially different from that stated or implied by any comment that we are making during today's conference call. Please refer to our most recent Form 10-K and 10-Q for additional details on these factors. These documents are available on our website at tdw.com. or through the SEC at sec.gov. Information presented on this call speaks only as of today, November 7th, 2023. Therefore, you're advised that any time-sensitive information may no longer be accurate at the time of any replay. Also during the call, we'll present both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP financial measures can be found on our website at tdw.com and is included in yesterday's press release. And now with that, I'll turn the call over to Quentin.

Thank you, Wes. Good morning, everyone. Welcome to the third quarter of 2023 Tidewater Earnings Conference Call. In my prepared remarks today, I am going to focus on our success in integrating the SoulSat fleet, discuss the share repurchase program that we announced yesterday and how that fits within our broader capital allocation framework, and then provide some highlights of the third quarter and on our outlook for 2024. Pierce will give you more detail on the markets around the world, and then Sam will explain the financials in more detail and provide some more specifics on the 2024 guidance. Quarters in which you integrate a large acquisition are rarely as eloquent as one would prefer. So another objective today is to provide you with some information that allows you to bridge the balance sheet and income statement movements resulting from the acquisition. We announced the completion of the 37 Solstead vessel acquisition shortly after the end of the second quarter. We are thrilled with the quality of the vessels and the more than 1000 personnel who are now part of Tidewater. We remain excited about what the addition of this high specification PSV fleet means for our shareholders over the coming years as the market continues to recover. The team here put in a lot of work prior to the closing to ensure that Tidewater's regulatory, administrative, and information technology systems were adequately staged and prepared to accept the vessels, and that we were ready for the required customizations and configurations to the onboard operational applications for the equipment on the newly acquired vessels. Given that these vessels are all active, the physical integration process is transitioned one vessel at a time. and a schedule was designed to roll in vessels over time as they become naturally available to go through the roughly one and a half day change of management procedure. As of today, we have completed 32 of the 37 vessels through the full change of management procedures, and these vessels are fully integrated onto the Tidewater administrative and technology infrastructure. The scope encompasses the vessel's fleet-wide systems and onboarding vessels to Tidewater's HR, crewing, payroll, financials, purchasing, everything, AP, customer billing. We currently expect the remaining five vessels to be completed by the end of the month, and I want to extend a special thank you to the Tidewater and Solset teams, as well as our third-party providers, such as UNICEF and Ocean Technologies Group, who are all involved and dedicated to the successful integration. This is an amazing global team accomplishment to successfully transition all 37 vessels within five months of their acquisition date. The Solstead acquisition transaction was an asset purchase, so it lent itself to a more streamlined realization of G&A synergies, as we didn't have to onboard any personnel not immediately pertinent to supporting the newly acquired fleet. That dynamic played out as expected, and now that we have a substantial majority of the vessels inside of our infrastructure, we now expect the incremental annualized G&A for the new fleet to be about 3.5 million as compared to our initial view of $5 million, resulting in implied G&A synergies of $14.3 million and an incremental per day G&A cost per vessel of $260 per day. This is simply unmatched in our industry. The company's debt agreements allow for the repurchase of up to 50% of the company's trailing 12 months net income beginning on November 17, 2023. Accordingly, we announced in a press release that our board of directors has authorized the company to repurchase up to $35 million of our outstanding common stock, which is the maximum we can do at this time under those debt agreements. We will update the repurchase program quarterly based on our utilization of the program and the permitted amount available. We are pleased to be in a position such that we are generating meaningful free cash flow and are able to institute the share repurchase program. Given the long-term outlook for the industry, we believe that the intrinsic value of our shares is well above the current trading value. As such, we view the share repurchase program as another investment option we have to maximize value to our shareholders, in addition to the value of creative acquisitions and the solid execution of our business. Until we establish a long-term debt capital structure that is better matched to a cyclical business, we will limit our repurchases to the maximum of what is allowed under our debt agreements, which is currently $35 million, or to the anticipated net cash position six quarters out. Value-accretive acquisitions remain our first priority on capital allocation. It's difficult to predict if or when any value-accretive deals can be completed, but we will balance the share repurchase opportunity with the opportunities from acquisitions. Our philosophy will be to evaluate the return on any given acquisition to the return on share repurchases based on our view of the intrinsic value of the business. The positive momentum in the offshore vessel market continued during the third quarter. Tidewater continued to benefit from the global uplift in day rates, driven by the increasing demand for vessels and tight vessel supply, with day rates up over $1,800 per day and 11% movement from the last quarter. This is the largest absolute and percentage sequentially quarterly day rate increase since the recovery began. The average day rate is up now approximately $7,200 per day, or nearly 70% since the recovery began around the end of 2021. Every region and every vessel class experienced a modest to quite significant day rate increases during the third quarter, which speaks to the global tightness in vessel supply, driving day rates for every vessel class. The global uplift in our day rates is comprised of two major factors, the first of which is older contracts rolling off and recontracting at prevailing market rates. allowing us to continue to mark-to-market our fleet. The second factor is that leading edge term contracts continue to move meaningfully higher. During the quarter, we executed 27 term contracts with an average rate of approximately $28,600 per day, with the new contract distribution essentially in line with our vessel distribution. This compared to the leading edge day rate in Q2 of approximately $23,500 per day. This represents a nearly 22% sequential increase in leading-edge term day rates, essentially double the rate of sequential growth from Q1 to Q2. Further, the Q3 leading-edge term contract day rate was approximately 60% higher than the Q3 printed day rate. There's always a tradeoff between utilization and day rate when you're holding out for the best prices, and this quarter it more than worked out. We're still contracting short, but the average duration of the new contracts in the third quarter was approximately 10 months, slightly higher than the six and a half months in the second quarter. The uptick in duration is attributable to a few long-term contracts for some of our smaller tonnage and lower specification vessel markets. As we have talked about in the past, there is an iterative process as day rates reset. Where one boat class moves up as the day rates increase, customers will begin to look to find adequate substitutes in adjacent vessel classes where appropriate for the given work scope. As day rates in the smaller vessel classes approach parity with larger vessels, larger vessels have taken the next leg up. We saw that dynamic play out this quarter where the most relative day rate improvement came from the mid and small vessel classes. We are encouraged by this dynamic, as is the natural progression of day rates across the vessel spectrum in a supply constrained environment. We anticipate that as we enter the more active tendering part of the calendar in the first quarter, that we will continue to see day rate momentum in all of our vessel classes. For the third quarter, revenue increased 39% to $299 million, compared to $201 million in the second quarter. And ahead of the Q3 revenue guidance we provided on last quarter's call, The revenue growth was driven by the vessels acquired from SOLSTAD, but also by higher than anticipated day rates and a nice expansion in utilization, up over 2.5% sequentially to 82.1%. Utilization was below the expectation of 84% we laid out in the last quarter's call due to more time down for repairs than we had estimated. Gross margin was up 1%, excluding the $4 million of one-time charges associated with the SOLSTAD integration. We were pushing to be at 5 percentage points, but the additional time down for repair decreased revenue and increased costs. The 2% of excess downtime this quarter cost us $6 million in revenue and $6 million in costs, which would have been another 3 percentage points of gross margin. It's not uncommon for vessels to experience higher downtime as newly reactivated vessels return to high surface intensity after a period of low to mid-level intensity. but our recent experience has been higher than we anticipated. As we look forward to the fourth quarter, we expect revenue to increase to $309 million. This sequential revenue increase is 95% covered by existing backlog, with the remaining 5% anticipated to be picked up on spot work throughout the quarter. The guidance reflects 84% utilization. The risk to this guidance is unanticipated downtime and unanticipated weakness in the spot market. Sam will give you more details on our 2024 guidance, but our initial revenue guidance for 2024 reflects a year-over-year average day rate increase of over $4,000, in excess of the day rate increases we saw throughout 2022 and 2023, and well above the prior cycle annual increases of $1,500 per day. In summary, we are very pleased with the continued momentum across our business with revenue, margins, day rates, and utilization all continuing to move up. We are particularly pleased with the day rate progression across all of our regions and vessel classes and the integration of the newly acquired Solstead vessels. We remain highly confident that secular themes of the global shortage of vessels combined with increasing demand from a variety of demand drivers, including drilling, subsea construction, existing production, and offshore wind, will continue to bribe vessel owners with the ability to push up day rates and improve contractual terms as we go through 2024 and beyond. And with that, let me turn the call over to Piers for an overview of the geographic markets around the world and more color on the performance of individual vessel classes.

Thank you, Quinton, and good morning, everyone. Before I talk about each of our regions' performance, I will give a quick update on our perspective of the overall market and touch on a couple of themes we continue to focus on that we believe are important to maintain the long-term growth of the company. The outlook for the sector remains positive, with market positivity being driven by the continued upturn in project investment, a supportive energy price environment, firm demand, and ongoing constraints in fleet supply, with demand momentum expected to build further into 2024 and 2025. None of the regions in which we operate are seeing any signs of slowdown at the present time. Rig rates and demand continue to improve. with Clarkson Research reporting that demand has firmed by an additional 3% so far this year, driven by continued improvement in the Middle East. The number of active jackups rose to 158 units in the Middle East, up by 37% since the start of 2022, and demand is expected to increase by a further 10 rigs by the end of 2024, just in the Middle East. In addition, the Mopu sector remains very positive, with a total of 15 new build and conversion contracts projected to be awarded in 2023. driven primarily by strong activity in South America, with a further 17 new build and conversion MOPU contracts expected to be awarded in 2024, totaling an estimated 16 billion of contract investment in 2024, which is close to the record high seen in this sector in 2022. All very positive indicators for the long-term health of the OSV space. On previous calls, we've been very clear about focusing on certain key tenets, as the market rebalanced to enable us to maintain the long-term growth of the company. Two of those tenants revolved around discipline on how and what we bid for and the flight to quality of our fleet composition. With the Solset acquisition complete in Q3, we continue to focus on the flight to quality of the fleet. And we now have a total of 220 ships in the Tidewater fleet, of which 197 are OSVs and 65% or 127 OSVs including all the 37 SOLSTAD PSVs, are high-specification, larger-deck PSVs, or over 16,000 BHP anchor handlers. These higher-specification vessels are the class of boats that are primarily driving charge rates in the global market today. So the addition of 37 large-deck, high-specification PSVs has further enhanced our ability to leverage not just OSV rates globally, but also contract terms that support the long-term growth of the business. Discipline is another key tenant, and whilst a lot of our focus since the recovery began at the end of 2021 has been on pushing up day rates, we've also been very focused on getting our charters to agree to more equitable contracts that either remove the termination for convenience clause completely or significantly improve the termination provisions. Whilst Tidewater is very focused on this issue as we agree to new contracts, we believe that the industry must be equally as disciplined regarding termination revisions to help build a long-term sustainable growth industry again. So overall, we remain very positive for the long-term health of the market. And with discipline and a higher quality fleet, we have, as mentioned by Quinton earlier, been able to move our fleet composite day rate up by over $1,800 per day compared to the prior quarter, and by over $7,200 per day since the recovery began at the end of 2021. very positive momentum we believe not just for tidewater but for the whole industry working through our various regions and starting with europe where we saw the biggest impact from the solstice acquisition we saw strong demand for psvs in norway uk and the med however the large hts market in the uk north sea was slightly softer in q3 than expected with average rates for our two large htss in the region dropping from $36,913 per day in Q2 to $31,048 in Q3. However, even with the relative sluggishness in the HTS sector, the team still improved our composite fleet rates compared to Q2 2023 from $18,990 per day to $19,105 per day across the whole region. Moving to Africa, we continue to see rising demand across the whole continent. And in Q3 2023, the composite fleet rate improved by $1,303 per day from $14,469 per day in Q2 2023 up to $15,772 per day, with most of the day rate improvement in the quarter coming from our eight 16,000 BHP class HTSs and plus 900 square meter class PSVs. With the eight to 16,000 BHP class HTSs, we had a couple of boats roll off old legacy contracts and into new contracts with leading-age day rates in excess of $20,000 per day levels. In the Middle East, our most challenging region competition-wise, the team managed to still push rates and increased our total composite fleet rate from $10,449 per day in Q2 2023 to $10,554 per day in Q3 2023. The Middle East traditionally has always recovered slower than other areas because of a combination of challenging competition, but also the nature of the region is to have longer-term contracts. So it takes time to roll vessels onto new mark-to-market day rates. However, it remains a key area of focus for the fleet due to the consistent long-term utilization we can achieve in the region for some of our smaller classes of vessels. In the Americas, we've seen a lot of demand in Brazil throughout the year from Petrobras. with the NOC reported to have come to the market again for another 20 large PSV tender to commence in 2024, which added on to the contracts already awarded in 2023, will only help to tighten the global supply for large PSVs going into 2024. In Q3 2023, our America's fleet continued to perform strongly, with our team able to push composite fleet rates by $3,226 per day, from $20,269 per day in Q2 2023 up to $23,495 per day in Q3 2023. Most of the uptick in rates coming from the PSVs, the leading edge term day rates achieving in excess of $40,000 per day in the region during the quarter. We also signed several new contracts in the region with no termination for convenience clauses with various oil majors. Lastly, in Asia Pacific, In Q3 2023, the Asia-Pacific team continued to sustain impressive rates across the region and increased the composite rates in the region by $1,617 per day from $24,250 per day in Q2 2023 up to $25,867 per day in Q3 2023. It is worth noting in this region that whilst day rate momentum has been robust over the course of the year, Quarter to quarter, we do see some rate movements when we move vessels in and out of work in Australia or Taiwan, which tend to be higher day rate and higher OPEX areas compared to other countries in the region. So during the quarter, we did see a day rate drop in the smaller class of PSCs as some vessels finished working in the wind farm summer season in Taiwan and moved on to contracts in other areas of Asia. However, overall, day rates in the region were up by 6.7%. All in all, a very impressive performance from the Asia-Pac team. Overall, we are very pleased with how the market has continued to improve in Q3, not just with significant day rate improvement over the quarter, but also with the success that our teams are achieving, pushing more extra contract terms onto our customers. And with that, I'll hand it over to Sam. Thank you.

Thank you, Piers, and good morning, everyone. At this time, as in prior quarters, I would like to take you through our financial results, and I will focus primarily on quarter-to-quarter results of the third quarter of 2023 compared to the second quarter of 2023. The third quarter results were impacted by two significant events. On July 5th, we completed the acquisition of the 37 platform supply vessels from SOLSTAT for $594 million. We financed the acquisition through a combination of net proceeds from a $250 million five-year 10 and 3-8 fixed-rate unsecured Nordic bond, a new $325 million three-year SOFR-linked floating rate amortizing secured senior bank term loan, together with $18.5 million of cash. More details of the financing are available in our recent 10-Q filed yesterday. In addition, the steep increase in the value of our common stock in July resulted in previously out-of-the-money warrants becoming exercisable prior to the expiration on July 31, 2023. This resulted in about 1.9 million shares of stock issued for a total of 111.5 million. As noted in our press release filed yesterday, We reported net income of 26.2 million for the third quarter, or 49 cents per share, on revenue of 299.3 million, compared to 22.6 million of net income, or 43 cents per share, in the second quarter on 215 million in revenue. In the quarter, the acquisition of the Solstead vessels played a big role in the increase in revenue. Active utilization also increased, which contributed to the increase in revenue. Active utilization increased from 79.4% in Q2 to 82.1% in the current quarter. The utilization increase was driven by higher utilization of the SOLSTAC vessels, lower mobilization days, offset somewhat but slightly higher dry dock and down for repair days. Also contributing to the increase in revenue was an increase in average day rates, which increased by 11.4%. from 16,042 per day in the second quarter to 17,865 per day in the third quarter. Vessel margin in Q3 was 132.7 million compared to 92.1 million in Q2, while vessel margin percentage increased to 44.7% in Q3 from 43.8% in Q2. Adjusted EBITDA was 117.2 million in Q3 compared to 72 million in Q2. Vessel operating costs for the quarter were $164.2 million in Q3 compared to $118.3 million in Q2. The SOLSTAT vessels contributed $35 million to the increase. In the quarter, we did see an increase in days down for repair and idle time as vessels moved to new contracts, which added approximately $6 million of unplanned costs, and we also incurred an additional $4 million in incremental costs associated with the SOLSTAT integration. In the quarter, we sold three non-core vessels, one from our assets held for sale, two from our active fleet for net proceeds of $945,000, and recorded a net gain of $863,000 on the sale of these vessels. We generated operating income of $55.7 million for the third quarter of 23 compared to $38.9 million in Q2. The increase is due primarily to the higher revenues. As we look to Q4, we now estimate total revenues to be approximately $309 million and a gross margin of 47%. For 2024, we are now projecting our revenues to be between $1.4 and $1.45 billion and a gross margin of 52%. G&A cost for the quarter was $21 million, which was lower than last quarter. Q2 included $2.4 million in bad debt expense related to a customer's receivable balance, that we determined was uncollectible. In addition, we also incurred $1.2 million in transaction expenses related to the Solstead vessel acquisition. We expect our total G&A cost for 2023 to be approximately $95 million, which includes approximately $6.2 million of transaction costs related to the Solstead vessel acquisition, $1.7 million of bad debt expense, and $9.6 million of non-cash equity compensation. Excluding the items, our overall G&A cost for 2023 will be approximately $87.1 million, and our cash G&A cost will be approximately $85.4 million. Over the years, we've done extremely well in maintaining a very low industry-leading G&A cost per market day. Our cost per day for 2023 will be about $1,300 per day. We see that number marginally increasing in 2024 to about $1,355 per day. as the amortization of our equity-based stock compensation related to the performance of our stock will grow year over year due to the substantial increase in our stock price. For 2024, we project our non-cash equity compensation to be $13 million and our cash G&A costs to be about $93 million, which includes $3.5 million related to the Solstead acquisition. In the quarter, we incurred $20.6 million in deferred dry dock costs compared to $21.4 million in Q2. In the quarter, we incurred 880 dry dock days, which affected utilization by 4 percentage points. In Q4, we will be pulling forward a couple of dry docks that were projected to be done in 2024 to take advantage of the idle time before they start the new contracts. With that change, we now estimate our dry dock costs for the full year 2023 to be about $91 million. In Q3, we also incurred $5.7 million in capital expenditures related to IT infrastructure upgrades and vessel modifications. For the full year 23, we expect to incur approximately $28 million in capital expenditures, $5 million of which has been reimbursed by our customers. 2024 will be another heavy dry dock year as we incorporate the SOLSTAT vessels into our system. We project our dry dock expense for 2024 to be approximately $125 million, including carryover costs from 2023 ongoing projects. In addition, for 2024, we anticipate capital expenditures to be about $23 million. We generated $29.1 million of free cash flow this quarter. We did see an increase in working capital investment, primarily because of the Solstead acquisition, which slowed our free cash flow for the quarter by about $30 million. Our investment in working capital may grow marginally as revenue increases, but we will continue to manage this capital investment as tightly as we do our other capital expenditures. We expect the cash flow performance to improve in Q4 as the business continues to improve, and we do not anticipate such a large increase in the accountancy related to Solstead, and both dry dock and capital expenditures are expected to be lower than in Q3. In Q4 of 2019, we began reclassifying vessels on our balance sheet from property equipment to assets held for sale. And at the end of Q3 23, we had one vessel remaining in assets held for sale at the value of $565,000. This vessel was sold in Q4 for $1 million. I would now like to focus on the performance of the regions. Our Americans region reported operating profit of $12.6 million for the quarter compared to an operating profit of $6.2 million in Q2. Vessel operating margin decreased from 41.2% in Q2 to 38.9% in the current quarter. The region reported revenue of $70.7 million in Q3 compared to $50.4 million in Q2. The region operated 37 active vessels in the quarter, an increase of five vessels from Q2. The vessel increase is due to the addition of the Solstead vessels to the region. Active utilization for the quarter was 86.3%, higher than than the 85.4 in Q2. Day rates increased 15.9% to $23,495 in Q3, from $20,269 per day in Q2. The increase in operating income was due primarily to increased revenue from the SOLSTAD vessels and lower VAT debt expense. This is offset somewhat by increased operating costs, also due to the addition of the SOLSTAD vessels. For the third quarter, the Asia-Pacific region reported an operating profit of $14.6 million compared to an operating profit of $7 million in Q2. Vessel operating margin increased from 47% in Q2 to 51.7% in Q3. The region reported revenue of $39 million in the third quarter compared to $22.6 million in the prior quarter. The region operated 18 active vessels, which was up four vessels on average, compared to Q2. The increase in vessels was attributed to the SOLSTAD acquisition. Active utilization increased to 91.3 million a quarter compared to 72.4% in Q2. Day rates also increased by 6.7% from 24,000 per day in Q2 compared to 25,867 per day in Q3. The higher operating income is due to the increase in revenue resulting from the higher day rates, higher utilization, and the addition of the SOLSTAD vessels. For the third quarter, the Middle East region reported operating loss of $1.1 million compared to an operating loss of $1.7 million in Q2. Vessel operating margin decreased marginally from 22.7% to 22%. The region reported revenue of $34.7 million in the third quarter compared to $31.9 million in the prior quarter. The region operated 45 vessels, an increase of one vessel from Q2. Active utilization increased from 76% in the second quarter to 79.8% in Q3. Day rates increased from 10,449 per day in Q2 to 10,544 per day in Q3. The improvement in operating results was due primarily to the increase in revenue coupled with slightly lower G&A expense. Our Europe and Mediterranean region reported operating profit of 9.6 million in Q3, an increase from Q2 when the region reported operating profit of $8.3 million. Vessel operating margin increased from 45.8% to 46.7%. Revenue doubled to $78.9 million in Q3 compared to $39.3 million in Q2. The region operated 50 vessels in the quarter, 24 more than Q2, which was attributed to the Solstead acquisition. Active utilization increased to 88.8% compared to 85.7% in Q2, The increase in utilization was primarily due to the SOLSTAD vessels operating at a higher utilization rate. In addition, day rates increased to 19,105 per day, compared to 18,990 per day in Q2. The increase in operating income for the quarter was mainly driven by the increase in revenue from the SOLSTAD vessels, offset by higher operating costs encountered as part of the SOLSTAD vessel integration. Our West Africa region reported operating profit of $28.4 million in Q3 compared to operating profit of $25.5 million in Q2. Vessel operating margin increased from 53.6% to 55.1%. The results in this region continue to improve as the demand in the market remains very strong. Remedy for Q3 was $73.7 million compared to $66.2 million in Q2. The region operated 69 vessels on average in Q3, four more than in Q2, three of which were SOLSTAT vessels added to the area. Active utilization decreased to 73.9% in Q3 from 77.8% in Q2. Several vessels incurred some frictional unemployment as they came off old contracts and began new contracts. Day rates continued to increase as we saw a 9% increase to $15,772 per day in Q3. The increase in operating income from Q2 was mainly from the higher revenue. In summary, we are pleased with our Q3 results. The quarter was impacted by numerous items. We repositioned four vessels to different regions at higher than anticipated idle time due to higher dry docks and higher repair days, and we integrated a large percentage of the 37 vessels we purchased from TOLSTAD. and plan to have all the vessels integrated by the end of this month. We are now in a stronger position to accelerate the growth of the company. We are adjusting some of our expectations, but overall expect the fleet will continue to excel in the challenging wrap-up in activity that we expect over the next few years. We remain very encouraged by the leading indicators we continue to see. We are pleased to continue to continue increases in revenue throughout the year driven by our acquisitions and the higher day rates. We're very excited to see how 2024 is developing. With that, I'll turn it back over to Quinn.

Well, thank you, Sam. Eric, we're just going to go ahead and open it up for questions.

Okay, great. Thank you. At this time, I would like to remind everyone in order to ask a question, press star then the number one on your telephone keypad. We will pause for just a moment to compile the Q&A roster. Your first question comes from the line of Jim Rolison with Raymond James. Please go ahead.

Good morning, gentlemen. Good morning. Quentin, on the cost side of things, obviously you mentioned a few different things. It went up sequentially because of Solstat addition, but part of this was the vessel downtime and costs associated with that. Just trying to frame up maybe how to think about your costs kind of on a per-day basis as we move forward into a rising rate environment, rising utilization environment? You know, does this start to normalize at these kind of levels, or do you think once you get through that kind of rush back to work on a steady basis that things will eventually come down somewhat on a per-day basis? I know it's embedded in margin guidance, but trying to think about that, you know, as we go through the next several quarters in a much higher rate environment.

Right. No, thanks. So there's a couple of things unique to the quarter as it relates to the integration of Solstead. So one was they're just naturally higher cost vessels. So the average moves up a little bit. The baseline moves up just because those vessels are larger vessels and they operate in more expensive areas around the world, like Brazil and Australia, as well as the North Sea. Then we had some one-time costs associated with just going through the process of the integration that I was alluding to earlier. I think that was about $4 million in total. And then the unknown was we had about $6 million of costs related to vessels that went down for repair that we weren't anticipating. And I attribute that to just teething issues related to reactivating the entire fleet back in 2022. So right now we're in a great position where we can push cost through to our customers. And so, you know, the upside here is as the cost base changes, we're able to push it through to our customers and we're trying to push it through as fast as possible. You're not going to see the economies of scale on the per boat basis that we see on the G&A basis, naturally. So I think that embedded in the 24 guidance on inflation is about, you know, 6%. It gets us to about $8,500 per day. That will eventually just move with the general price level movements. But my hope is that, you know, at the end of the day, this is all about improving margins and that we can push all of that through to our customers as we go through 24.

right and so if we think about what you just said in relation to the 52 kind of gross margin guidance i presume that gradually across the year as rates are moving up you know costs are not necessarily moving up in proportion so that 52 is the average for the year but your your quarterly run rate is going to be expanding as the year goes on is that generally no no absolutely

yeah yeah absolutely and i think my hope is that there's also a disproportionate push up in day rates because quite frankly we're still not earning our cost of capital so i mean i'm pushing up day rates just to get my cost of capital and i'm layering on top of that any any cost basis uh changes as a result of the cost structure perfect that's exactly what i thought okay and then just one follow-up on the duration side of things you guys have obviously been purposely keeping duration

relatively short because we're in a rising rate environment i think you mentioned 10 months this quarter was six and a half i think it was seven or eight the quarter before that at what level of of rates or margins or or returns on capital do you start to think about locking some things up on a little bit longer term basis

Well, you know, I'm so optimistic right now on the business that I don't want to lock up. But I know that there is a prudent level of going long and short on your fleet that, you know, that any business should address. But, you know, to me, it's really based on the outlook. I continue to see the supply and demand factors so strongly in the vessel owner's favors that I don't want to lock up. But on the lower end tonnage, so like these longer-term contracts that we locked up in Q3, they were like lower specification tonnage. I mean, 220 vessels, not every vessel is the greatest vessel ever built. And so on the lower side of the specification spectrum, I don't mind locking those up a little bit longer, and that's what I did in Q3. There certainly is a point, longer in the cycle, where you start locking up because of just prudency, because of, you know, cycle perceptions, the changes in the cycle and so forth. I just don't see that in the foreseeable future.

Perfect. And I feel like that's going to be next year for sure. Appreciate the time. Yeah, thank you.

Thank you. Your next question comes from the line of Greg Luyas with BTIG. Please go ahead.

Hey, guys. Good morning. Thank you. A question for you. Realizing this was a quarter of integration, Quinn, any kind of rough guidance you can give us around as we're looking at the larger PSV segments as maybe where the Solstead fleet maybe kept a lid on pricing in terms of reported day rates versus maybe where it was additive if at all.

Yeah, no, there's definitely a mix. You know, so the Australian contracts that we inherited were, you know, definitely below market. Now we priced it accordingly, but they were below market. So when they roll off in the next year, year and a half, that should reprice quite nicely. And then generally in the North Sea market, it's been, you know, Half of it's going to roll over by the end of 24.

Okay. And then I did have a question around that. You called out the $6 million of kind of unplanned costs during the quarter. Was that related to a few vessels or a handful of vessels where, as you were reactivating them previously, they had to come back? Any kind of color around that?

Yeah, it was about seven in total, and I think most of them were in the Middle East this quarter, although they were somewhat spread out. I think we had one in Brazil as well. Unfortunately, when you put a boat to work, you do everything you think you need to do to make sure that the boat is – is sound, but when the equipment hasn't worked in a while, you just never know what valve's going to break or what piece of moving equipment no longer moves when it should. So we've got some teething issues that we're working through. It is temporary. You go through this, and I think we probably have another three or four months of it. I budgeted into the guidance that we put into the Q4 and into 24, but my hope is that, you know, we'll be able to improve upon that even sooner than that.

Okay, great. And then just one final one for me. As we think about the fleet, the contracted fleet, I guess we're in the middle of Q4. Are there any kind of pressure points in terms of the seasonality of the market where we should expect an outsized number of contract resets in any specific quarter as we look out over the next 12 months?

Well, generally Q1, we see most of the resetting occur because there's still a lot of companies that contract on a calendar year basis. So you might see more in Q1 as we go through it. But let me hand it over to Pierce. Pierce, have you seen any changes in the season alley patterns over time?

No, not that we haven't seen in the past. When you get the North Sea, obviously it comes through into the summer season, so there's always a Q1 play. And a little bit, as I said earlier, we have a fleet in the Asia Pacific where we pick up quite a lot of work in Taiwan. That's similarly as a sort of Q2, Q1, Q2 type of story as well. But no, there's not a particular seasonality. It's more of a Q1 is where we'll see a lot of the contracts coming through for next year.

Perfect. Thank you very much.

Thanks, Greg.

Thank you. at this time there are no further questions i will now turn the call back over to quentin neen for closing remarks please go ahead well thank you eric and thank you everyone for listening and we look forward to updating you again in march goodbye ladies and gentlemen that concludes today's call thank you all for joining and you may now disconnect your