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Shearwater in brief
2
Q3 2025 Report
Shearwater is a global marine geoscience and technology business that specialises in collecting data offshore. The organisation uses state-of- the art seismic vessels and equipment to
explore beneath the seabed and processes the data using market-leading proprietary software. These insights help clients understand the Earth and make informed decisions about
accelerating responsible use of its resources. Shearwater’s headquarters is in Bergen, Norway, with more facilities all around the globe. The company employs around 1,100 people.
CONTENTS
Key insights
Key takeaways
4
CEO Comment
5
Key figures
6
Progress
Operational review
7
Financial review
8
Market and outlook
9
Board's approval
10
Results
Interim financial statements
11
Selected notes
17
Appendix
Alternative performance measures
25
Corporate overview and investor information
27
Shearwater Geoservices AS
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Key insights
Progress
Results
Appendix
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Q3 2025 Report
KEY INSIGHTS
Key takeaways
Financial results impacted by lower activity in
muted contract market, as expected
68% fleet utilisation across 7.8 active vessels,
including two OBN crews
Advancing cost reduction and efficiency
improvement programme
Mobilising for third multi-client season in Brazil’s
Pelotas Basin in Q4
Significant multi-client revenues expected for Q4,
easing the leverage ratio
Backlog of USD 413 million at the end of Q3
including multi-client commitments
Shearwater Geoservices AS
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4
Q3 2025 Report
REVENUE USD
146.5M
compared to USD 178.7 million in Q3 2024
EBITDA USD
5.2M
compared to USD 50.6 million in Q3 2024
EBIT USD
-24.5M
compared to USD 13.6 million in Q3 2024
CEO Comment
"As expected, marine seismic acquisition activity remained muted in the third
quarter as a continued soft contract market impacted utilisation and profitability.
We are adjusting our business to the current market environment, to ensure
resilience and flexibility to ramp-up activity when demand picks up again.
We are proud that the SW Tasman and Pearl node platform continues to set
industry benchmarks. The current project pipeline secures a streak of more than
two years of consecutive contracts for the unique SW Tasman, despite a slow
quarter. This achievement highlights our operational and technological leadership
and reinforces our ability to deliver added value for clients and shareholders in a
competitive OBN market.
In multi-client, we continue to pursue organic investments in a disciplined manner.
This has positioned Shearwater as a fully integrated marine seismic provider. In
the fourth quarter, we are currently mobilising for a third season of data acquisition
over Brazil’s Pelotas Basin, one of the world's most promising exploration regions.
Our OBN and multi-client business, combined with focused fleet management
leveraging our flexible operational model, have mitigated the impact of a softer and
more competitive streamer contract market. We remain disciplined even if there
are no immediate signs of a near-term demand recovery with current market
conditions expected to continue into next year. We are therefore right-sizing the
organisation and expanding our cost reduction and efficiency improvement
programme, building financial strength through cost discipline and business-
enabling actions.
Our strategic direction remains clear and focused. Longer term, the oil and gas
industry must rebuild reserves to sustain output and energy security. This will
require increased investment in marine seismic acquisition and imaging. We are
committed to balancing short-term market volatility while maintaining scalability
and flexibility to capture emerging opportunities and deliver long-term value when
demand for seismic strengthens again."
- Irene Waage Basili, CEO of Shearwater Geoservices AS
Shearwater Geoservices AS
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Key insights
Progress
Results
Appendix
5
Q3 2025 Report
Key figures
Quarter ended
Year to date
Year Ended
Unit
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Operating revenue
USD million
146
179
470
516
620
EBITDA (1)
USD million
5
51
75
146
159
EBITDA margin (1)
4%
28%
16%
28%
26%
EBIT
USD million
-24
14
-25
41
17
Net income before taxes
USD million
-40
-2
-69
-11
-48
Net income
USD million
-40
-1
-70
-14
-53
Cash flow from operations
USD million
27
85
96
93
92
Free cash flow (1)
USD million
20
64
56
34
9
Cash and cash equivalents
USD million
81
94
81
94
49
Net Working Capital
USD million
136
161
136
161
129
Net Interest-bearing Debt (1)
USD million
541
515
541
515
554
Total Assets
USD million
1,235
1,266
1,235
1,266
1,258
Book Equity
USD million
464
573
464
573
533
Book Equity Ratio %
38%
45%
38%
45%
42%
NIBD / EBITDA last 12 months
6.1
3.1
6.1
3.1
3.5
Backlog (1)
USD million
413
239
413
239
337
Fleet Utilisation Rate % (2)
68%
61%
80%
68%
63%
Active vessels (3)
7.8
11.1
8.3
9.8
9.8
(1) Refer to definition in the Alternative Performance Measures-section
(2) Shearwater's owned fleet working on and/or transiting to a contract/Multi-Client work as a percentage of the active vessels
(3) Active vessels include all owned vessels that are not warm or cold stacked.
Shearwater Geoservices AS
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Appendix
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Q3 2025 Report
Fleet Utilisation Rate
61%
50%
94%
78%
68%
Q3'24
Q4'24
Q1'25
Q2'25
Q3'25
EBITDA USD million
51
13
58
12
5
Q3'24
Q4'24
Q1'25
Q2'25
Q3'25
Active vessels
11.1
9.9
9.0
8.1
7.8
Q3'24
Q4'24
Q1'25
Q2'25
Q3'25
PROGRESS
Operational review
As expected, marine seismic streamer activity in the third quarter of 2025 reflected few
contracts awarded for the summer season, impacting fleet scheduling and profitability.
In the quarter, Shearwater operated an average of 7.8 active vessels compared to 8.1
active vessels in the second quarter of 2025 and 11.1 in the third quarter of 2024. The
sequential decline reflects Oceanic Sirius warm-stacked throughout the quarter, partly
offset by the reactivation of the Amazon Conqueror. Utilisation of the active fleet was
68% compared to 78% in the previous quarter and 61% in the year-earlier period.
The streamer contract mix was in line with expectations. The Oceanic Vega completed the
4D survey for Petrobras early in the quarter before steaming to West Africa. The SW
Duchess, on the same survey, demobilised mid-quarter to Las Palmas. In the North Sea,
the Amazon Conqueror completed a one-month 4D contract for Equinor. The vessel was
reactivated for the survey which offered attractive returns and to ensure availability of
Isometrix technology for future demand. Finally, the SW Empress completed a two-month
3D contract for TotalEnergies in São Tomé and Príncipe.
Two OBN crews were active during the quarter. In Guyana, the high-end streamer vessel
Amazon Warrior operated as a source alongside a chartered ROV OBN unit for
ExxonMobil’s 4D survey, demonstrating Shearwater's ability to deploy a versatile fleet
across globally dispersed opportunities and deliver operational excellence. The project
started in the second quarter and is scheduled for completion towards year-end. In
August, the SW Tasman and Pearl node platform, supported by the SW Gallien as source,
started a two-month contract in Angola for ExxonMobil in continuation of previous
consecutive surveys for TotalEnergies.
In the Multi-Client segment, the Oceanic Vega and the SW Empress acquired 2D data off
the coast of West Africa. The programme has industry support. In the fourth quarter, the
SW Empress has mobilised to Brazil for a third season of wide tow multi-client streamer
acquisition over the Pelotas Basin. Building on the success of the previous Pelotas Basin
campaigns, the survey will be conducted in partnership with Searcher Seismic, with solid
industry funding.
Shearwater adheres to a focused multi-client strategy with strict risk and return criteria,
expanding selectively through strategic partnerships. As segment activity has increased in
magnitude, multi-client commitments are included in the backlog from the end of the
third quarter. Backlog figures from earlier periods are not restated.
At 30 September 2025, the backlog, including multi-client commitments, was USD 412.5
million, compared to USD 319.0 million at the end of the previous quarter. This compares
to USD 239.1 million at 30 September 2024.
In August, Shearwater was awarded the first deepwater ocean-bottom node project
offshore Ghana for Tullow. The two-month survey is currently being executed by the SW
Tasman and the Pearl node platform, following recent successful OBN deployments in
Côte d’Ivoire and Angola. Recently, Shearwater announced a two-month 4D OBN contract
for a Shell operated field off the west coast of Sabah, Malaysia. The contract, included in
the backlog since the second quarter of 2025, is scheduled for execution in early 2026
using the SW Tasman in a single-vessel configuration, performing both node deployment
and seismic source operations. Upon completion, SW Tasman will have delivered more
than two years of consecutive projects.
In September, Shearwater signed a seven vessel-months streamer contract with Oil India
Ltd. Execution of the combined 2D and 3D survey with the SW Bly and the Oceanic Sirius
commenced in the fourth quarter. In November, the SW Bly experienced a streamer
incident while conducting its 3D scope of the survey. Leveraging Shearwater's flexible
fleet and streamer pool, measures have been implemented to minimise operational and
financial implications.
Shearwater maintains disciplined fleet management, leveraging a flexible operating model
to optimise operations and financial resilience amid a continued challenging market. The
cost reduction and efficiency improvement programme launched earlier this year is
progressing to plan and supports alignment of the organisation with current and
anticipated market conditions.
There were three recordable HSE incidents in the third quarter of 2025, of which none
were high potential. This compared to one recordable HSE incidents in the same period of
2024, which was not recorded as high potential.
Shearwater Geoservices AS
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Appendix
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Q3 2025 Report
Q3 financial review - IFRS
Profit and loss
Total revenue in the third quarter of 2025 was USD 146.5 million, a decrease of 18% from
USD 178.7 million in the year-ago period. Marine Acquisition represented 86% (95%) of
the revenue, the Multi-Client segment 8% (0%) and the Software, Processing & Imaging
(SPI) 6% (4%).
Total operating expenses were USD 171.0 million compared to USD 165.1 million in the
same period of 2024. EBITDA was USD 5.2 million compared to USD 50.6 million a year
earlier.
Depreciation, amortisation and write-down were USD 31.2 million compared to USD 36.1
million in the year-ago-period. Amortisation of the multi-client library was USD 1.7 million
(USD 0 million in the year-ago period). EBIT was negative USD 24.5 million compared to
positive USD 13.6 million in the same quarter last year.
Net loss before taxes was USD 40.1 million compared to a loss of USD 2.4 million in the
third quarter of 2024. Tax expense was USD 0.3 million compared to a tax income of USD
1.1 million a year earlier. The net loss for the quarter was USD 40.4 million compared to a
net loss of USD 1.3 million a year earlier.
Cash flows
Net cash flow from operating activities was positive USD 27.2 million compared to
positive USD 85.3 million in same period last year. The difference between net cash flow
from operations and EBITDA in the quarter reflects working capital items. Working capital
may fluctuate significantly depending on fleet status, project mix, the timing of accounts
receivable and accounts payable settlements, and timing of seasonal transits.
Net cash flow used in investing activities was USD 6.6 million compared to USD 20.8
million a year earlier. To conserve capital in light of the current market outlook, the Group
has introduced measures under its previously communicated cost reduction and
efficiency improvement programme to reduce non-business-critical maintenance and
limit growth investments. Consequently, capital expenditures were USD 1.8 million in the
quarter, compared to USD 11.0 million in the year-ago period. Investments in multi-client
library were USD 4.8 million, compared to USD 9.8 million in the year-ago quarter.
Net cash flow from financing activities was positive USD 13.5 million, mainly reflecting
drawdown on the revolving credit facility, partly offset by interest costs. This compares to
net cash flow from financing activities of negative USD 51.1 million in the third quarter of
2024. As communicated this summer, the Group has agreed with the bank syndicate to
defer the loan instalments for the third and fourth quarter of 2025 to the first quarter of
2027.
Net increase in cash holdings for the quarter was USD 34.1 million compared to an
increase of USD 13.5 million a year earlier.
Financial position
At 30 September 2025, total assets amounted to USD 1,234.9 million compared to USD
1,253.1 million at 30 June 2025 The value of the multi-client library (net of amortisation)
increased from USD 43.5 million at 30 June 2025 to USD 46.9 million at 30 September
2025. Tangible assets was USD 887.0 million. This compares to USD 914.2 million at
30 June 2025. Current assets increased from USD 278.6 million at 30 June 2025 to USD
285.1 million at 30 September 2025. Cash holdings at 30 September 2025 were USD 80.5
million compared to USD 48.2 million at 30 June 2025.
Book equity was USD 463.5 million, corresponding to an equity ratio of 38%. This
compares to USD 504.0 million and 40% at 30 June 2025.
At 30 September 2025, the Group’s total interest-bearing debt was USD 621.7 million
compared to USD 594.6 million at 30 June 2025. Net interest-bearing debt (NIBD) was
USD 541.1 million compared to USD 546.4 million at 30 June 2025.
Shearwater’s debt financing is comprised primarily of secured bank facilities and an issued
bond.
Shearwater has previously communicated an expectation for significant multi-client
revenues in the second half of 2025, however with uncertainty related to timing of
recognition. The majority of the expected segment revenues for the second half of 2025
will impact the fourth quarter of the year.
The late revenue recognition impacted third-quarter Group EBITDA negatively and the
leverage ratio (net interest-bearing debt over rolling twelve-month EBITDA) at period-end
exceeded the 5.0x covenant limit in the bank facility. The bank facility has remained
classified as non-current liabilities at 30 September 2025, see Note 5 for more
information. Shearwater has obtained a covenant waiver from the bank syndicate for the
Q3 quarter-end financial covenant test. Shearwater has remained in compliance with all
its financial covenants under the bond facility agreement.
Shearwater Geoservices AS
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Q3 2025 Report
To date in the fourth quarter, more than USD 30 million of multi-client revenues, primarily
related to the Pelotas data library, have been recognised to the income statement, which
is anticipated to ease the leverage ratio at year-end.
Market and outlook
In the fourth quarter, the Marine Acquisition segment activity is expected to be broadly in
line with that of the third quarter. Shearwater expects the increase in multi-client
revenues to provide financial headroom into the winter season.
Shearwater continues to pursue a disciplined multi-client strategy, maintaining strict risk
and return thresholds. To date, approximately 10,000 sq. km of seismic data has been
acquired in the Pelotas Basin offshore Brazil and additional coverage is targeted,
supported by solid industry backing. Currently, the SW Empress is mobilising for the third
acquisition season over this increasingly important area for hydrocarbon exploration. It
has geological links to Namibia’s Orange Basin where Shearwater has demonstrated the
value-creation potential of its multi-client approach.
Shearwater’s long-term outlook and strategic commitment stands firm, supported by
advanced seismic solutions that deliver global energy security, affordability, sustainability
and stakeholder value. Recent public statements by industry majors signal intent to
increase budgets for frontier exploration in the coming years, though timing remains
uncertain. To meet rising energy demand and strengthen energy security, international
majors and national oil companies must address years of underinvestment, which remains
a concern amid ongoing geopolitical and macroeconomic uncertainty.
While these factors shape Shearwater's long-term investment priorities and operational
planning, there are no clear signs of a near-term market recovery as clients continue to
exercise caution and defer upstream investments. Against this backdrop, the Group
remains disciplined, leveraging Shearwater’s flexible operational model and its three-year,
minimum 18-vessel-month streamer capacity agreement with TotalEnergies. This is
complemented by the industry-leading Pearl node platform and an expanding multi-client
portfolio, positioning Shearwater to strengthen profitability in a subdued market.
Safeguarding the ability to deliver long-term value is a key priority of Shearwater. Earlier
this year, the Group launched a cost reduction and efficiency improvement programme,
focused on optimising the cost base, reducing capital expenditure and enhancing free
liquidity. Combined, these measures were initially expected to improve liquidity by more
than USD 60 million by mid-2026.
Building on these initiatives, additional optimisation measures are being implemented to
streamline the organisation. These actions are expected to enhance free liquidity by
approximately USD 20 million annually, contributing to total cost base reductions towards
USD 40 million per year. Shearwater has already begun realising initial savings, with
further cost reduction targets currently being rolled out. Full impact on the cost base is
anticipated during the first half of 2026. Other initiatives, such as potential vessel
divestments, are progressing and would support fleet optimisation and scalability for
when demand for marine seismic data acquisition increases.
Shearwater’s strategic direction remains clear and focused, underpinned by a strong
operational platform and proactive steps to build a scalable business and sustain
profitability in the current market environment. The Group is well positioned to support
global energy security and to benefit from the long-term expected increase in demand for
marine seismic data to support exploration and production optimisation.
Shearwater Geoservices AS
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Q3 2025 Report
Board's approval
Condensed consolidated financial statements and interim management report
Today, 27 November 2025, the Board of Directors and the Chief Executive Officer have reviewed and approved the Shearwater Geoservices AS’ condensed consolidated financial statements
and the management report for the nine months period ending 30 September 2025.
Bergen, 27 November 2025
The Board of Directors and Chief Executive Officer of Shearwater Geoservices AS
Shearwater Geoservices AS
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Q3 2025 Report
RESULTS
Interim financial statements (IFRS)
Condensed consolidated financial statements
Profit or loss
12
Comprehensive income
12
Financial position
13
Cash flow
15
Changes in equity
16
Selected notes
Note 1: Basis for accounting and accounting estimates
17
Note 2: Revenue and segment information
18
Note 3: Specification cost of sales
22
Note 4: Tangible, non-current assets
22
Note 5: Long-term debt/liabilities
23
Note 6: Taxes
24
Note 7: Subsequent events
24
Shearwater Geoservices AS
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Q3 2025 Report
CONDENSED CONSOLIDATED STATEMENT OF PROFIT OR LOSS
The Shearwater Geoservices AS Group
Quarter ended
Year to date
Year ended
(In thousands of USD)
Notes
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Total revenue and other income
2
146,496
178,749
469,749
516,320
619,821
Operating expenses
Cost of sales
3
131,789
119,400
371,950
344,955
426,685
Depreciation, amortisation and write-down
4
31,167
36,113
99,471
105,305
144,598
Sales, general and administration cost
9,514
8,720
22,643
25,556
34,093
Other losses (gains) net
(1,513)
893
637
(470)
(2,673)
Total operating expenses
170,958
165,126
494,700
475,346
602,703
Operating profit (EBIT)
(24,462)
13,623
(24,952)
40,974
17,117
Financial income
(207)
666
1,717
2,105
3,225
Financial expenses
(15,393)
(16,731)
(45,379)
(54,101)
(68,669)
Net financial items income/(expenses)
(15,600)
(16,065)
(43,662)
(51,996)
(65,444)
Net income before taxes profit/(loss)
(40,062)
(2,442)
(68,614)
(11,022)
(48,326)
Taxes
6
316
(1,106)
1,257
3,049
5,088
Net income profit/(loss)
(40,378)
(1,336)
(69,871)
(14,071)
(53,414)
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
The Shearwater Geoservices AS Group
Quarter ended
Year to date
Year ended
(In thousands of USD)
Notes
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Net income for the period
(40,378)
(1,336)
(69,871)
(14,071)
(53,414)
Other comprehensive income
Items which may be reclassified over profit and loss in subsequent periods
Exchange differences on translation of foreign operations
(96)
178
132
178
104
Other comprehensive income for the period
(96)
178
132
178
104
Total comprehensive income for the period
(40,473)
(1,158)
(69,739)
(13,893)
(53,310)
The above unaudited condensed consolidated statement of profit or loss and unaudited consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
Shearwater Geoservices AS
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Q3 2025 Report
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
ASSETS
Goodwill
3,267
3,267
3,267
Multi-Client Library
46,946
20,290
25,023
Intangible assets
9,985
20,864
18,446
Deferred tax asset
6
2,330
670
2,039
Total Intangible Assets
62,528
45,091
48,775
Vessel and marine equipment
4
799,421
882,730
865,372
Seismic equipment and other equipment
4
78,211
82,632
84,270
Right-of-use assets
4
7,674
8,298
7,578
Manufacturing equipment
4
1,699
2,050
1,961
Total Tangible Assets
887,005
975,709
959,181
Investments in shares
350
350
350
Total Financial Non-Current Assets
350
350
350
Total Non-Current Assets
949,884
1,021,151
1,008,307
Other current assets
54,841
36,220
60,561
Trade receivables
109,420
96,002
108,536
Other receivables
40,251
18,512
31,282
Cash and cash equivalents
80,550
93,784
49,296
Total Current Assets
285,061
244,518
249,676
Total Assets
1,234,945
1,265,669
1,257,982
The Shearwater Geoservices AS Group
Quarter ended
Year ended
(In thousands of USD)
Notes
30 Sep 2025
30 Sep 2024
31 Dec 2024
Shearwater Geoservices AS
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Q3 2025 Report
EQUITY AND LIABILITIES
Share capital
10,653
10,653
10,653
Share premium
621,190
621,190
621,190
Retained earnings
(168,299)
(58,414)
(98,550)
Total Equity
463,544
573,429
533,293
Deferred tax liability
6
757
-
760
Long-term debt
5
555,560
528,140
531,484
Lease liabilities
5
6,377
7,114
6,542
Total Long-Term Liabilities
562,694
535,254
538,787
Current portion of long-term debt
5
37,500
50,000
50,000
Short-term debt
5
19,993
21,424
13,011
Lease liabilities
5
2,241
1,800
2,059
Trade payables
92,313
55,509
74,366
Taxes payable
6
4,040
1,970
4,197
Other short-term liabilities
52,620
26,284
42,270
Total Short-Term Liabilities
208,707
156,986
185,903
Total Liabilities
771,402
692,240
724,689
Total Equity and Liabilities
1,234,945
1,265,669
1,257,982
The Shearwater Geoservices AS Group
Quarter ended
Year ended
(In thousands of USD)
Notes
30 Sep 2025
30 Sep 2024
31 Dec 2024
The above unaudited condensed consolidated statement of financial position should be read in conjunction with the accompanying notes.
Shearwater Geoservices AS
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Q3 2025 Report
CONDENSED CONSOLIDATED CASH FLOW STATEMENT
The Shearwater Geoservices AS Group
Quarter ended
Year to date
Year ended
(In thousands of USD)
Notes
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Cash Flow from Operating Activities:
Net income (loss) before taxes
(40,062)
(2,442)
(68,614)
(11,022)
(48,326)
Paid tax
(611)
(286)
(2,176)
(1,745)
(2,149)
Depreciation, amortisation and write down
4
31,167
36,113
99,471
105,305
144,598
Profit/loss on sale of equipment and vessels
4
-
-
-
(50)
(35)
Interest income
207
(817)
(1,717)
(2,105)
(3,076)
Interest expenses
13,392
15,328
40,719
46,788
59,713
Interest received
(182)
666
1,717
1,955
3,076
Other non-cash financial items
10
-
822
79
5,269
Change in current assets / liabilities
23,291
36,771
26,247
(46,494)
(66,579)
Net Cash Flow From Operating Activities
27,213
85,334
96,468
92,712
92,490
Cash Flow from Investing Activities:
Payments related to CAPEX
4
(1,800)
(10,968)
(10,868)
(39,683)
(58,792)
Payments related to purchase of vessels
4
-
-
-
(41,200)
(41,200)
Payments for sale of equipment and vessels
4
-
-
-
200
185
Net cash flow from investment in subsidiaries
-
-
-
(350)
(350)
Investment in Multi-Client Library
(4,781)
(9,835)
(27,705)
(17,024)
(22,198)
Net Cash Flow From Investing Activities
(6,581)
(20,803)
(38,573)
(98,057)
(122,355)
Cash Flow from Financing Activities:
Drawdown of loans
5
20,000
-
35,000
671,200
706,200
Repayment of loans
5
-
(42,500)
(25,000)
(648,421)
(680,921)
Repayment of financial lease
(645)
(753)
(2,137)
(2,319)
(2,957)
Transaction costs
-
-
-
(8,950)
(8,950)
Net Interest paid
(5,896)
(7,809)
(33,902)
(17,530)
(39,002)
Net Cash Flow From Financing Activities
13,459
(51,061)
(26,039)
(6,020)
(25,630)
Net Increase in Cash and Cash Equivalents
34,090
13,469
31,857
(11,365)
(55,496)
Net currency translation effects on cash and cash equivalents
(1,785)
(117)
(604)
(685)
(1,042)
Cash and cash equivalents at start of period
48,244
80,431
49,296
105,834
105,834
Cash and cash equivalents at end of period
80,550
93,784
80,550
93,784
49,296
The above unaudited condensed consolidated statement of cash flows should be read in conjunction with the accompanying notes.
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CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
The Shearwater Geoservices AS Group
For the nine months ended 30 September 2025
(In thousands of USD)
Share
capital
Share
premium
Retained
earnings
Total
equity
Balance at 01 January 2025
10,653
621,190
(98,550)
533,293
Net income for the period
-
-
(69,871)
(69,871)
Other comprehensive income
-
-
132
132
Other changes
-
-
(11)
(11)
Total equity at 30 September 2025
10,653
621,190
(168,299)
463,544
For the nine months ended 30 September 2024
(In thousands of USD)
Share
capital
Share
premium
Retained
earnings
Total
equity
Balance at 01 January 2024
10,653
621,190
(12,499)
619,344
Net income for the period
-
-
(14,071)
(14,071)
Other comprehensive income
-
-
178
178
Group contribution submitted to parent
-
-
(32,735)
(32,735)
Other changes
-
-
713
713
Total equity at 30 September 2024
10,653
621,190
(58,414)
573,429
For the year ended 31 December 2024
(In thousands of USD)
Share
capital
Share
premium
Retained
earnings
Total
equity
Balance at 01 January 2024
10,653
621,190
(12,499)
619,344
Net income for the year
-
-
(53,414)
(53,414)
Other comprehensive income
-
-
104
104
Group contribution submitted to parent
-
-
(32,735)
(32,735)
Other changes
-
-
(6)
(6)
Total equity at 31 December 2024
10,653
621,190
(98,550)
533,293
The above unaudited condensed consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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Selected notes to the quarterly financial statements
NOTE 1: BASIS FOR ACCOUNTING AND ACCOUNTING POLICIES
Shearwater Geoservices AS (the Company) is a Norwegian registered company with corporate office in Bergen, Norway. The registered business address is Damsgårdsveien 135, 5160
Laksevåg, Norway. The Company is the parent in the Shearwater Geoservices AS Group ("Shearwater", or "the Group") and the Company is owned 100% by Shearwater Geoservices Holding
AS, who in turn has its majority of shares owned by the investment entity RASMUSSENGRUPPEN AS. Shearwater owns a fleet of high-end purpose-built seismic vessels and the Group is a
global provider of marine seismic data acquisitions in 2D, 3D and 4D mode, including towed streamers and ocean-bottom nodes (OBN). Additionally, Shearwater delivers land and marine
processing and imaging products, data processing software and manufacturing. The Group’s operation is described in more detail in Note 2.1.
These interim financial statements for the nine months ended 30 September 2025 have been prepared in accordance with IFRS® Accounting Standards as adopted by the EU and the IFRSs as
issued by the Internal Accounting Standards Board (IASB), including IAS 34.
These interim financial statements were authorised for issue by the Company's Board of Directors on 27 November 2025. These interim financial statements are unaudited.
Taxes are calculated based on profit or loss for each individual entity based on local tax regulations. Local profits and fluctuations in exchange rates impact the taxes on a quarterly and an
annual basis.
This report does not include all information required in a complete annual report and it should therefore be read in conjunction with the Company's Annual Report for 2024, available on
www.shearwatergeo.com. The preparation of these condensed interim financial statements requires management to make estimates, judgements and assumptions that affect the
application of accounting policies and recognised amounts of assets and liabilities, income and expense. Actual results may differ from these estimates, judgements and assumptions.
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NOTE 2: REVENUE AND SEGMENT INFORMATION
2.1: Segment information
The Chief Executive Officer, the Chief Financial Officer and the Chief Commercial Officer are responsible for following up and ensuring that the Group's performance is in line with the
Group's existing strategy both from a product perspective as well as enabling the Group to evolve within its given parameters. Within the Group there are three main segments: Marine
Acquisition, Multi-Client and Software, Processing & Imaging (SPI).
Management primarily uses a measure of earnings before interest, tax, depreciation, and amortisation (EBITDA, see below) to assess the performance of the operating segments. The Group
operates world-wide and while the geographical markets have a central place at the project planning stage, it is not considered a separate segment in the internal financial reporting.
Segments
Marine Acquisition
The Group owns and operates the world's largest fleet of purpose-built seismic vessels designed for safe and efficient seismic acquisition. The Group offers a wide range of seismic services in
2D, 3D and 4D mode, including towed streamers and ocean-bottom node (OBN) surveys. With 23 high-end vessels, Shearwater is offering the seismic services on a worldwide basis. For this
segment the product is the delivery of high-quality unprocessed seismic data.
Multi-Client
Shearwater established a focused multi-client business unit in 2024 to manage converted contracts and traditional multi-client projects. Generally, a converted contract is a contract survey
executed in multi-client mode with most of the funding coming from one client and generally with limited late sales potential, while traditional multi-client generally focuses on offering data
libraries to a more diverse client base. A project will be reported under the multi-client business segment when Shearwater has either full or partial ownership of the seismic data being
acquired and has the economic benefit to licence fees from multiple clients over the lifetime of the data. In accordance with IFRS, pre-funding revenues (revenues committed to prior to
completion of a project) and late sales revenues are recognised at the point in time when the customer receives access to, or delivery of, data according to the contracted terms with the
customer (the performance obligation).
Software, Processing & Imaging
The Group processes and re-processes both land and marine seismic data by combining the latest processing software with experienced geophysicists and efficient hardware. The Group's
offshore and onshore processing teams provide expertise and service to achieve the highest quality imaging both in streamer and OBN datasets. The Group's Reveal software provides
advanced processing and imaging algorithms from real-time quality control on vessels, through model building and depth imaging.
Other
Other include research and development, engineering services, and sales, general and administration cost. The Group has extensive competence in engineering, development and
manufacturing of streamers and nodes.
Reference marks for the accompanying tables in this 2.1: Segment information
*Part of the income for the "Other"-column is funding received from external organisations in connection with research and development projects.
**EBITDA is earnings before interest, tax, depreciation, and amortisation. Costs related to Mergers and Acquisition (M&A) is not included in EBITDA as it is not considered ordinary operating expense. EBITDA is used
internally to continuously measure the Group's ability to service its debt and capital cost.
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Quarter ended 30 September 2025
Marine
Acquisition
Multi-Client
Software,
Processing &
Imaging
Other
Total
(In thousands of USD)
Income statement
Total operating revenue and other income *
126,069
11,914
8,431
82
146,496
Cost of sales
127,674
-
7,182
(3,068)
131,789
Sales, general and administration cost
-
-
-
9,514
9,514
EBITDA **
(1,606)
11,914
1,249
(6,364)
5,192
Depreciation, amortisation and write-down
31,167
Other losses (gains) net
(1,513)
Operating profit EBIT
(24,462)
Financial income
(207)
Financial expense
(15,393)
Income tax expense
316
Net Income
(40,378)
Quarter ended 30 September 2024
Marine
Acquisition
Multi-Client
Software,
Processing &
Imaging
Other
Total
(In thousands of USD)
Income statement
Total operating revenue and other income *
170,612
441
7,583
113
178,749
Cost of sales
109,782
-
6,799
2,819
119,400
Sales, general and administration cost
-
-
-
8,720
8,720
EBITDA **
60,830
441
784
(11,426)
50,629
Depreciation, amortisation and write-down
36,113
Other losses (gains) net
893
Operating profit EBIT
13,623
Financial income
666
Financial expense
(16,731)
Income tax expense
(1,106)
Net Income
(1,336)
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Year to date 30 September 2025
Marine
Acquisition
Multi-Client
Software,
Processing &
Imaging
Other
Total
(In thousands of USD)
Income statement
Total operating revenue and other income *
418,279
27,158
22,091
2,220
469,749
Cost of sales
343,473
-
18,873
9,603
371,950
Sales, general and administration cost
-
-
-
22,643
22,643
EBITDA **
74,806
27,158
3,218
(30,026)
75,156
Depreciation, amortisation and write-down
99,471
Other losses (gains) net
637
Operating profit EBIT
(24,952)
Financial income
1,717
Financial expense
(45,379)
Income tax expense
1,257
Net Income
(69,871)
Year to date 30 September 2024
Marine
Acquisition
Multi-Client
Software,
Processing &
Imaging
Other
Total
(In thousands of USD)
Income statement
Total operating revenue and other income *
490,165
4,389
21,459
308
516,320
Cost of sales
317,818
-
18,961
8,176
344,955
Sales, general and administration cost
-
-
-
25,556
25,556
EBITDA **
172,347
4,389
2,498
(33,424)
145,809
Depreciation, amortisation and write-down
105,305
Other losses (gains) net
(470)
Operating profit EBIT
40,974
Financial income
2,105
Financial expense
(54,101)
Income tax expense
3,049
Net Income
(14,071)
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Year ended 31 December 2024
Marine
Acquisition
Multi-Client
Software,
Processing &
Imaging
Other
segments
Total
Income statement
Total operating revenue and other income *
572,095
18,397
27,591
1,738
619,821
Cost of sales
386,674
-
24,477
15,534
426,685
Sales, general and administration cost
-
-
-
34,093
34,093
EBITDA **
185,421
18,397
3,114
(47,889)
159,043
Depreciation, amortisation and write-down
144,598
Other losses (gains) net
(2,673)
Operating profit EBIT
17,117
Financial income
3,225
Financial expense
(68,669)
Income tax expense
5,088
Net Income
(53,414)
2.2: Revenue from contracts with customers
The Group earns revenue from the following categories of customer contracts:
PRODUCTS AND SERVICE LINES
Quarter ended
Year to date
Year ended
(In thousands of USD)
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Marine Acquisition
126,069
170,612
418,279
490,165
572,095
Multi-Client
11,914
441
27,158
4,389
18,397
Software, Processing & Imaging
8,431
7,583
22,091
21,459
27,591
Revenue from contract with customers
146,414
178,636
467,529
516,012
618,083
Other income Marine Acquisition
-
-
-
-
35
Other income
82
113
2,220
308
1,703
Total
146,496
178,749
469,749
516,320
619,821
All amounts are in thousands of USD.
Quarter ended
Year to date
Year ended
Timing of revenue recognition
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Point in time
13,527
301
28,772
1,141
20,407
Services transferred over time
132,886
178,335
438,757
514,871
597,676
Total revenue from contract with customers
146,414
178,636
467,529
516,012
618,083
Net operating revenue by geography
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Europe, Africa and Middle East - EAME
61,799
55,360
162,067
169,634
210,254
Asia / Pacific - APAC
2,988
95,085
80,625
293,300
340,833
North and South America - NSA
81,710
28,304
227,056
53,386
68,734
Total
146,496
178,749
469,749
516,320
619,821
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NOTE 3: SPECIFICATION COST OF SALES
Quarter ended
Year to date
Year ended
(In thousands of USD)
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Vessel operating cost
127,674
109,782
343,473
317,818
386,674
Software, Processing & Imaging cost
7,182
6,799
18,873
18,961
24,477
Other segments
(3,068)
2,819
9,603
8,176
15,534
Total Cost of Sales*
131,789
119,400
371,950
344,955
426,685
*Cost of Sales is excluding depreciation
NOTE 4: TANGIBLE, NON-CURRENT ASSETS
(In thousands of USD)
Seismic
vessels
Seismic
equipment
Office
equipment
Other assets
(Right of use)
Manufacturing
equipment
Total
Cost:
Acquisition cost at 01 January 2025
1,247,135
381,648
13,279
23,272
13,647
1,678,981
Additional capital expenditures
4,433
12,650
(24)
2,183
(12)
19,229
Write-down during the period
-
(3,624)
-
-
-
(3,624)
Acquisition cost at 30 September 2025
1,251,568
390,673
13,255
25,455
13,635
1,694,586
Accumulated depreciation:
Balance at 01 January 2025
381,764
304,537
6,120
15,694
11,686
719,801
Depreciation for the period
52,133
12,725
1,094
2,088
250
68,290
Depreciation periodical maintenance
17,433
-
-
-
-
17,433
Deferred mobilisation cost
818
1,242
-
-
-
2,060
Accumulated depreciation at 30 September 2025
452,148
318,504
7,213
17,782
11,936
807,584
Carrying amount at 30 September 2025
799,421
72,171
6,040
7,674
1,699
887,005
Estimated useful lifetime
25 years
3 to 7 years
3 to 5 years
1 to 5 years
3 to 7 years
Other Assets (Right of Use) are office and warehouse buildings previously identified as operating leases under IAS 17 as well as lease of processing equipment. Short-term leases, such as
Bareboat or Time charter hire of support/chase vessels have not been capitalised as all lease contracts are 12 months or less.
In 2025, USD 6.2 million of the seismic equipment capital expenditure for the year relates to capitalisation of R&D costs that was included in the carrying amount of the intangible asset's
opening balance for the year.
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NOTE 5: LONG-TERM DEBT/LIABILITIES
The Group's long-term liabilities, including first year's instalments, are summarised as follows:
(In thousands of USD)
30 Sep 2025
30 Sep 2024
31 Dec 2024
Senior secure bank facility, USD SOFR 3M + 4.1%, due 2029
250,000
287,500
275,000
Senior secure Bond, 9.5%, due 2029
300,000
300,000
300,000
Revolving credit facility, USD SOFR 3M + 4.1%
50,000
-
15,000
Amortisation effect, mortgage debt
(6,940)
(9,360)
(8,516)
Accrued interest expenses
19,993
21,424
13,011
Total secured long-term debt/liabilities
613,053
599,564
594,496
Lease liabilities, due 2024-2029
8,618
8,914
8,601
Total unsecured long-term debt/liabilities
8,618
8,914
8,601
Total long-term debt/liabilities
621,671
608,478
603,097
Classification in the statement of financial position:
Long-term debt
555,560
528,140
531,484
Long-term lease liabilities
6,377
7,114
6,542
Current portion of long-term debt
37,500
50,000
50,000
Short-term debt
19,993
21,424
13,011
Short-term lease liabilities
2,241
1,800
2,059
In April 2024, Shearwater refinanced its external debt through a USD 300 million secured bank facility and a USD 300 million secured bond loan, both with five-year maturities and pari passu
ranking. The bank facility carries interest at SOFR plus 4.1%, while the bond loan bears a fixed rate of 9.5%. Shearwater also maintains super-senior revolving credit and guarantee facilities of
USD 50 million each.
In June 2025, the Group introduced measures to strengthen financial resilience, including a temporary leverage ratio covenant of 5.00x (net interest-bearing debt divided by 12-month rolling
EBITDA) until the first quarter of 2026, deferral of second half of 2025 instalments to January 2027, and an expanded liquidity definition.
In the second quarter report on 29 August 2025, the Group also communicated an expectation for significant multi-client segment revenue in the second half of 2025, with uncertainty on
the timing of quarterly distribution between the third and fourth quarter of the year. A major multi-client sale expected in the third quarter was recognised in the fourth quarter, impacting
EBITDA and leverage ratio. The leverage ratio at 30 September 2025 was 6.1, which exceeded the 5.00x threshold under the bank facility agreement. A provision in the bank facility
agreement provides Shearwater with the option to repair (“cure”) a quarter-end financial covenant test within the relevant reporting date of the facility. The Group has maintained a close
dialogue with the bank syndicate and has obtained a leverage ratio waiver for the third-quarter financial covenant test.
Shearwater has remained in compliance with all financial covenants under the bond facility agreement.
In line with the previously communicated expectations, more than USD 30 million of multi-client revenues, primarily from the Pelotas Basin data library, have been recognised to date in the
fourth quarter of 2025. Based on this, Shearwater expects to comply with the leverage ratio covenant at year-end, with the bank facility and bond loan continuing to be presented as non-
current liabilities.
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NOTE 6: TAXES
Quarter ended
Year to date
Year ended
(In thousands of USD)
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Tax payable
316
(1,106)
1,257
3,049
5,670
Change in deferred tax
-
-
-
-
(582)
Income tax expense
316
(1,106)
1,257
3,049
5,088
NOTE 7: SUBSEQUENT EVENTS
There have been no significant events or transactions after the reporting period that need to be disclosed in this quarterly report.
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APPENDIX
Alternative performance measures
Shearwater prepares its financial statements in accordance with IFRS Accounting Standards as adopted by the EU and issued by the IASB. To provide additional insight into operational
performance, management uses key operational indicators and alternative performance measures (APMs) that supplement IFRS figures. These non-IFRS measures, which include EBITDA,
Free Cash Flow, Net Interest-Bearing Debt and backlog, help monitor business activity but are not intended to replace IFRS measures. APMs may differ from those used by other companies.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortisation)
Definition
EBITDA is a non-IFRS financial measure, calculated by subtracting each of the following items from Total Revenue and Other Income, as set forth in the consolidated statement of profit or
loss prepared in accordance with IFRS: Cost of sales, Sales, general and administration costs. Costs related to Mergers and Acquisition (M&A) is not included in EBITDA as it is not considered
ordinary operating expense.
Rationale
Shearwater uses EBITDA to assess underlying business performance, financial results and profitability. The measure excludes depreciation, amortisation and write-downs on past
investments in tangible and intangible assets, as well as realised and unrealised currency translation effects from receivables, liabilities, loans and cash balances (reported under Other
losses/gains, net). Internally, EBITDA is a key metric for evaluating the Group’s ability to service debt and capital costs.
Quarter ended
Year to date
Year ended
(In thousands of USD)
Notes
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Total revenue and other income
2
146,496
178,749
469,749
516,320
619,821
Cost of sales
3
131,789
119,400
371,950
344,955
426,685
Sales, general and administration cost
9,514
8,720
22,643
25,556
34,093
EBITDA
5,192
50,629
75,156
145,809
159,043
EBITDA ratio (EBITDA / Total revenue and other income)
4 %
28 %
16 %
28 %
26 %
Free Cash Flow (FCF)
Definition
Free Cash Flow (FCF) is a non-IFRS measure calculated by combining net cash flow from operating activities and investing activities, both subtotal line items in the IFRS cash flow statement.
Shearwater adjusts FCF by excluding M&A transactions from investing activities (shown as an inverse figure in the reconciliation) and includes leasing payments as a net cash outflow.
Leasing payments appear under financing activities in the IFRS cash flow statement.
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Rationale
Shearwater uses Free Cash Flow to assess underlying business performance, financial results and cash generation. The measure isolates cash from operations while factoring in net
investment in tangible assets, the multi-client library and lease payments for operational capacity.
Quarter ended
Year to date
Year ended
(In thousands of USD)
30 Sep 2025
30 Sep 2024
30 Sep 2025
30 Sep 2024
31 Dec 2024
Net cash flow from operating activities
27,213
85,334
96,468
92,712
92,490
Net cash flow from investing activities
(6,581)
(20,803)
(38,573)
(98,057)
(122,355)
Adjusted for M&A transactions
-
-
-
41,350
41,365
Adjusted for leasing payments
(645)
(753)
(2,137)
(2,319)
(2,957)
Free cash flow
19,986
63,778
55,759
33,686
8,544
Net interest-bearing debt (NIBD)
Definition
Shearwater’s NIBD equals total current and non-current interest-bearing debt (net of amortised loan costs), including lease liabilities, minus cash and cash equivalents.
Rationale
Net interest-bearing liabilities reflect Shearwater’s net borrowing commitments and provide a useful measure of the Group’s financial strength and capital structure flexibility.
(In thousands of USD)
30 Sep 2025
30 Sep 2024
31 Dec 2024
Borrowings
613,053
599,564
594,496
Financial leases
8,618
8,914
8,601
Interest-bearing debt
621,671
608,478
603,097
Cash and Cash equivalents
80,550
93,784
49,296
Net interest-bearing debt
541,122
514,694
553,800
Backlog and future coverage
Definition
Shearwater’s backlog represents future revenue from signed contracts and binding letters of award at the reporting date. From the third quarter of 2025, multi-client commitments are
included in the backlog. Backlog figures from earlier periods are not restated.
Rationale
The backlog, representing future revenue from signed contracts and binding letters of award, indicates the Group’s committed and upcoming activity.
Backlog value
(In thousands of USD)
30 Sep 2025
30 Sep 2024
31 Dec 2024
Total backlog
412,509
239,065
337,237
The three-year capacity reservation agreement for TotalEnergies, which was announced in March 2025 and guarantees a minimum of 18 months of streamer vessel activity, is included in the
backlog at the estimated operational revenue for the remaining vessel months under the minimum commitment of the agreement.
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Corporate overview and investor information
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Q3 2025 Report
Group Management
Irene Waage Basili
Simon Telfer
CEO
CTO
Andreas Hveding Aubert
Tanya Herwanger
CFO
SVP Multi-client, Strategy and New Markets
Peter Hooper
Philippa Box
CCO
SVP People & Culture
Antonio Stempel
Gunnvor Dyrdi Remøy
SVP Marine Acquisition
General Counsel
Investor Relation Contact
Kristian Rådal
Head of Investor Relations
T: +47 99 23 61 58
Investor relations e-mail
ir@shearwatergeo.com
Financial calendar
To be communicated
Contact
Visiting and postal address (HQ)
Damsgårdsveien 135
5160 Laksevåg
Norway
Telephone (HQ)
+47 55 38 75 00
Website
www.shearwatergeo.com
Cautionary note regarding forward-looking statements
This report contains forward-looking statements and information which are subject to uncertainties and assumptions as to future
events that are difficult to predict and may not prove accurate. All statements in this report that are not of historical facts should be
considered as forward-looking and the actual outcome of such statements can be significantly different than indicated herein. Forward-
looking statements and information are given only at the time of the release of this report and are subject to change without notice.
Shearwater undertakes no responsibility or obligation to update or alter forward-looking statements. Shearwater does not give any
security that the forward-looking statements will come to pass, and any form of investment decisions should be based on investors'
own due diligence.