PR Newswire | Feb 24, 2021 05:02PM EST

02/24 16:01 CST

Oceaneering Reports Fourth Quarter and Full Year 2020 Results HOUSTON, Feb. 24, 2021

HOUSTON, Feb. 24, 2021 /PRNewswire/ -- Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $25.0 million, or $(0.25) per share, on revenue of $424 million for the three months ended December 31, 2020. Adjusted net income was $1.8 million, or $0.02 per share, reflecting the impact of $9.8 million of pre-tax adjustments associated with asset impairments and write-offs, restructuring and other expenses, and foreign exchange losses recognized during the quarter, and $9.6 million of discrete tax adjustments.

During the prior quarter ended September 30, 2020, Oceaneering reported a net loss of $79.4 million, or $(0.80) per share, on revenue of $440 million. Adjusted net loss was $17.6 million, or $(0.18) per share, reflecting the impact of $68.7 million of pre-tax adjustments associated with goodwill impairment, write-offs of fixed assets, inventory write-downs, restructuring expenses, and foreign exchange losses recognized during the quarter, and $6.3 million of discrete tax adjustments.

Adjusted operating income (loss), operating margins, net income (loss) and earnings (loss) per share, EBITDA and adjusted EBITDA (as well as EBITDA and adjusted EBITDA margins) and free cash flow are non-GAAP measures that exclude the impacts of certain identified items. Reconciliations to the corresponding GAAP measures are shown in the tables Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS), EBITDA and EBITDA Margins, 2021 Adjusted EBITDA Estimates, Free Cash Flow, Adjusted Operating Income (Loss) and Margins by Segment, and EBITDA and Adjusted EBITDA and Margins by Segment. These tables are included below under the caption Reconciliations of Non-GAAP to GAAP Financial Information.

Summary of Results

(in thousands, except per share amounts)



Three Months Ended Year Ended

Dec 31, Sep 30, Dec 31,



2020 2019 2020 2020 2019



Revenue $424,262$560,810$439,743$1,827,889$2,048,124

Gross Margin 45,001 (20,387) 29,651 163,941 98,244

Income (Loss) from Operations 480 (254,170)(60,620) (446,079) (290,713)

Net Income (Loss) (25,000) (262,912)(79,365) (496,751) (348,444)



Diluted Earnings (Loss) Per Share$(0.25) $(2.66) $(0.80) $(5.01) $(3.52)

For the full year 2020:

* Consolidated Adjusted EBITDA was $184 million * Consolidated Adjusted Operating Income was $20.6 million * Cash flow from operations was $137 million and free cash flow was $76.0 million * Cash position increased by $78.4 million, from $374 million to $452 million * Cost improvement activities achieved the high end of $125 million to $160 million guidance range issued in the second quarter 2020

As of December 31, 2020:

* Remotely Operated Vehicles (ROV): fleet count was 250; Q4 fleet utilization was 54%; and Q4 average revenue per day on hire was $7,325 * Manufactured Products: backlog was $266 million and trailing 12-month book-to-bill ratio was 0.4

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "We were pleased that our consolidated fourth quarter adjusted EBITDA of $47.1 million was sequentially higher than the third quarter 2020 and exceeded both our guidance and consensus estimates. Each of our five operating segments recorded sequential improvement in adjusted operating income and adjusted EBITDA, despite lower revenue in three out of the five segments. Fourth quarter 2020 consolidated adjusted operating income of $9.6 million was the best quarterly performance in 2020 and $4.0 million higher than in the third quarter. Free cash flow generated during the fourth quarter 2020 was $89.4 million. As a result of good operating cash flow, working capital efficiencies, and capital expenditure discipline, our cash position increased by $93.2 million during the fourth quarter 2020. As of December 31, 2020, our cash position stood at $452 million.

"Our fourth quarter 2020 Subsea Robotics (SSR) adjusted operating income improved on lower revenue. Adjusted fourth quarter operating results included recognition of approximately $3.0 million of cost structure improvements achieved throughout 2020. Consequently, our SSR quarterly adjusted EBITDA margin of 33% was better than expected, up from the 31% achieved during the third quarter 2020, and consistent with the margin achieved during the first nine months of 2020.

"Sequentially, our fourth quarter 2020 ROV fleet count remained at 250 systems. ROV days on hire declined 8% as compared to the third quarter 2020 due to expected lower seasonal activity. Sequentially, our days on hire declined for both drill support and vessel-based services. Fleet utilization declined to 54% in the fourth quarter 2020 from 59% in the third quarter 2020. Average ROV revenue per day of on hire of $7,325 was 1% higher over the third quarter.

"Our ROV fleet use during the quarter was 60% in drill support and 40% in vessel-based activity. As of December 31, 2020, we had ROV contracts on 75 of the 129 floating rigs under contract, or 58%, a slight market share increase from September 30, 2020, when we had ROV contracts on 76 of the 133 floating rigs under contract, or 57%. Subject to quarterly variances, we continue to expect our drill support market share to generally approximate 60%.

"Manufactured Products (MP) fourth quarter 2020 adjusted operating income improved from the third quarter on lower segment revenue, which was adversely affected by supplier-related delays in our energy products businesses. Adjusted operating income margin increased to 9% in the fourth quarter 2020, from 5% in the third quarter of 2020, due primarily to favorable contract close-outs and supply chain savings. The COVID-19 pandemic continued to dampen demand for our mobility solutions products during the fourth quarter 2020. Our Manufactured Products backlog on December 31, 2020 was $266 million, compared to our September 30, 2020 backlog of $318 million. Our book-to-bill ratio was 0.4 for the full year 2020, as compared with the trailing 12-month book-to-bill of 0.5 at September 30, 2020.

"Our fourth quarter 2020 Offshore Projects Group (OPG) adjusted operating income increased on lower revenue. Revenue declined less than expected, as the Gulf of Mexico (GoM) experienced higher amounts of installation work and intervention, maintenance, and repair (IMR) activities with customers having pushed work into the fourth quarter due to several third quarter 2020 hurricanes. The sequential increase in adjusted operating income was due to better activity-based pricing in the GoM and continued cost improvement. During the quarter, engineering work continued on the Angola riserless light well intervention project.

"Integrity Management and Digital Solutions (IMDS) fourth quarter 2020 adjusted operating income was higher than third quarter on a marginal increase in revenue. The improvement in adjusted operating income was largely driven by more effective use of personnel, as we continue to transform how and where work is performed.

"Aerospace and Defense Technologies (ADTech) fourth quarter 2020 adjusted operating income improved from the third quarter on higher revenue. Adjusted operating income margin rose as a result of project mix and better-than-expected performance in our subsea defense technologies business. At the corporate level, Unallocated Expenses were higher primarily due to increased incentive compensation accruals related to better fourth quarter operating and financial performance.

"For the year, activity levels and operating performance within our energy segments were lower than originally projected for 2020. The COVID-19 pandemic negatively impacted operator investments in oil and gas projects, due to a decline in crude oil demand and pricing, and entertainment business spending, due to limited theme park attendance. Activity levels and performance within our ADTech segment met expectations for the year.

"Compared to 2019, our 2020 consolidated revenue declined 11% to $1.8 billion, with revenue decreases in each of our four energy segments being partially offset by the revenue increase in ADTech. 2020 operating performance benefited considerably from the cost improvement measures instituted during the year, despite the headwinds of lower activity in our energy segments. Consolidated 2020 adjusted operating results and adjusted EBITDA improved by $59.6 million and $19.5 million, respectively, led by our Manufactured Products and ADTech segments. In 2020, each of our operating segments, with the exception of OPG, contributed positive adjusted operating income, and all our operating segments contributed positive adjusted EBITDA. Overall, we generated adjusted EBITDA of $184 million. We generated $137 million in cash flow from operations and invested $60.7 million in capital expenditures. We ended the year with $452 million in cash.

"We anticipate our full year 2021 to yield positive free cash flow in excess of the amount generated in 2020, and the midpoint of our consolidated adjusted EBITDA range to approximate 2020 consolidated adjusted EBITDA. Based on year-end 2020 backlog and anticipated order intake, we forecast generally flat consolidated revenue, with higher revenue in ADTech and IMDS to offset substantially lower revenue from our Manufactured Products segment. We forecast relatively flat revenue in our SSR and OPG segments. These projections assume no significant incremental COVID-19 impacts and generally stable oil and gas prices. For the year, we anticipate generating $160 million to $210 million of adjusted EBITDA, with positive operating income and adjusted EBITDA contributions from each of our operating segments. Apart from seasonality, we view pricing and margins in the current energy markets to be stable. We forecast improved annual operating results in our SSR, OPG, IMDS, and ADTech segments, and lower operating results in our Manufactured Products segment.

"For SSR, our forecast for improved results is based on essentially flat ROV days on hire, minor shifts in geographic mix, and generally stable pricing. Results for tooling-based services are expected to be flat, with activity levels generally following ROV days on hire. Survey results are projected to improve on higher geoscience activity. We forecast adjusted EBITDA margins to be consistent with those achieved in 2020.

"We expect Manufactured Products segment performance to decline, primarily as a result of the decreased order intake in our energy businesses during 2020. We continue to closely monitor the impact of the COVID-19 pandemic on our mobility solutions businesses, and currently expect to see marginally higher activity and contribution from these businesses in 2021. We forecast that our operating income margins will be in the low- to mid-single digit range for the year.

"OPG operating results are expected to improve in 2021, on generally stable offshore activity and margins, as compared to the last half of 2020. Operating results and adjusted EBITDA are forecast to improve, largely due to the efficiency and cost improvement measures implemented in 2020 and improved year-over-year contribution from our Angola riserless light well intervention campaign. Vessel day rates remain competitive but stable, and we expect to see opportunities for pricing improvements during periods of higher activity. We also anticipate reduced charter obligations and increased flexibility on third-party vessels and an overall improvement in fleet utilization. As has been the case over the last several years, this segment has the highest amount of speculative work incorporated in our guidance.

"IMDS results are forecast to improve on higher revenue, with the operating income margin averaging in the high-single digit range for the year. Good order intake at the end of 2020 is expected to begin benefiting the business in the second quarter of 2021.

"Our 2021 ADTech revenue is expected to be higher, producing improved results with operating income margins consistent with those achieved in 2020. Growth in this segment is expected to be broad-based, with revenue growth in each of our three government-focused businesses.

"For 2021, we anticipate Unallocated Expenses to average in the low- to mid-$30 million range per quarter as we forecast higher accrual rates for projected short- and long-term performance-based incentive compensation expense, as compared to 2020.

"Interest expense, net of interest income, is expected to be approximately $40 million, and we expect our 2021 cash tax payments to be in the range of $35 million to $40 million. This includes taxes incurred in countries that impose tax on the basis of in-country revenue and bear no relationship to the profitability of such operations. These cash tax payments do not include the impact of approximately $28 million of CARES Act tax refunds expected to be received in 2021.

"Our first quarter 2021 adjusted EBITDA is forecast to be in the range of $45 million to $50 million on sequentially higher revenue. We expect sequentially lower activity and operating results in our SSR and MP segments, sequentially higher revenue and operating results in our IMDS segment, and sequentially higher revenue and relatively flat operating results in our ADTech segment. OPG operating results are forecast to improve compared to the fourth quarter of 2020 on substantially higher revenue as we have commenced operations on the Angola riserless light well intervention project.

"Our priority continues to be generating cash. In 2021, we expect to generate positive free cash flow in excess of the amount generated in 2020. We forecast our organic capital expenditures to total between $50 million and $70 million. This includes approximately $35 million to $40 million of maintenance capital expenditures and $15 million to $30 million of growth capital expenditures. We remain committed to maintaining strong liquidity and believe that our cash position, undrawn revolving credit facility, and debt maturity profile should provide us ample resources and time to address potential opportunities to improve our returns."

This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs, future expected business and financial performance and prospects of Oceaneering.More specifically, the forward-looking statements in this press release include the statements about Oceaneering's: backlog, to the extent backlog may be an indicator of future revenue or profitability; anticipated full year 2021 free cash flow and other consolidated financial results and the associated comparisons and explanations; expected 2021 activity in individual segments; financial results outlook for the full year and first quarter 2021, including anticipated revenue, costs, operating income, operating results, operating income margins, Adjusted EBITDA, Adjusted EBITDA contributions, and Adjusted EBITDA margins from each of our operating segments, and the associated comparisons and explanations, including speculative work for our OPG segment; assessment of the current energy markets; demand and activity levels in our business units; characterization of and timing of benefits from order intake at the end of 2020; anticipated full year 2021 and quarterly Unallocated Expenses and the associated explanations; expectations about full year 2021 interest expense, income tax payments, and CARES Act tax refunds, and the associated explanations; expected 2021 capital expenditures; and characterization of our liquidity, cash position, revolving credit facility, and debt maturity profile.

The forward-looking statements included in this release are based on our current expectations and are subject to certain risks, assumptions, trends, and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements.Among the factors that could cause actual results to differ materially include: factors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth and the supply and demand of offshore drilling rigs; decisions about offshore developments to be made by oil and gas exploration, development and production companies; actions by members of OPEC and other oil-exporting countries; the use of subsea completions and our ability to capture associated market share; general economic and business conditions and industry trends; the strength of the industry segments in which we are involved; cancellations of contracts, change orders and other contractual modifications and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in tax laws, regulations and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the effects of competition; the continuing effects of the COVID-19 pandemic and any other public health threats that could limit access to customers', vendors' or our facilities or offices, impose travel restrictions on our personnel, or otherwise adversely affect our operations or demand for our services; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks.For a more complete discussion of these and other risk factors, please see Oceaneering's latest annual report on Form 10-K and subsequent quarterly reports on Form 10Q filed with the Securities and Exchange Commission.You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.

Oceaneering is a global provider of engineered services and products, primarily to the offshore energy industry. Through the use of its applied technology expertise, Oceaneering also serves the defense, aerospace, and entertainment industries.

For more information on Oceaneering, please visit www.oceaneering.com.

Contact:Mark PetersonVice President, Corporate Development and Investor RelationsOceaneering International, Inc.713-329-4507investorrelations@oceaneering.com



OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES



CONDENSED CONSOLIDATED BALANCE SHEETS



Dec 31, 2020Dec 31, 2019

(in thousands)

ASSETS

Current assets (including cash and cash $1,170,263$1,244,436equivalents of $452,016 and $373,655)

Net property 591,107 776,532 and equipment

Other assets 284,472 719,695

Total Assets $2,045,842$2,740,663



LIABILITIES AND EQUITY

Current $437,116 $600,956 liabilities

Long-term 805,251 796,516 debt

Other long-term liabilities 245,318 267,782

Equity 558,157 1,075,409

Total Liabilities and $2,045,842$2,740,663 Equity







CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



For the Three Months Ended For the Year Ended

Dec 31, 2020Dec 31, 2019Sep 30, 2020Dec 31, 2020Dec 31, 2019

(in thousands, except per share amounts)



Revenue $424,262 $560,810 $439,743 $1,827,889$2,048,124

Cost of services and 379,261 581,197 410,092 1,663,948 1,949,880 products

Gross 45,001 (20,387) 29,651 163,941 98,244 margin

Selling, general and 42,839 59,717 49,396 195,695 214,891 administrative expense

Long-lived assets 1,682 159,353 - 70,445 159,353 impairments

Goodwill - 14,713 40,875 343,880 14,713 impairment

Income (loss) 480 (254,170) (60,620) (446,079) (290,713) from operations

Interest 881 1,352 414 3,083 7,893 income

Interest expense, net (10,577) (11,706) (9,250) (43,900) (42,711) of amounts capitalized

Equity in income (losses) of 266 941 131 2,268 1,331 unconsolidated affiliates

Other income (645) (3,687) (2,836) (14,269) (6,621) (expense), net

Income (loss) before (9,595) (267,270) (72,161) (498,897) (330,821) income taxes

Provision (benefit) for 15,405 (4,358) 7,204 (2,146) 17,623 income taxes

Net Income $(25,000) $(262,912)$(79,365) $(496,751)$(348,444) (Loss)



Weighted average diluted99,306 98,930 99,297 99,233 98,876 shares outstanding

Diluted earnings (loss)$(0.25) $(2.66) $(0.80) $(5.01) $(3.52) per share



The above Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Operations should be read in conjunction with the Company's latest Annual Report on Form 10-K and Quarterly Report on Form 10-Q.







SEGMENT INFORMATION



For the Three Months Ended For the Year Ended

Dec 31, 2020Dec 31, 2019 * Sep 30, 2020Dec 31, 2020 Dec 31, 2019 *

($ in thousands)

Subsea Robotics (SSR)

Revenue$114,711 $ 151,104 $119,617 $493,332 $ 583,652

Gross margin $24,777 $ (8,228) $13,378 $78,952 $ 57,601

Operating income $14,477 $ (21,650) $2,127 $(65,817) $ 11,627 (loss)

Operating income 13 %(14) % 2 %(13) %2 % (loss) %

ROV Days 22,999 25,576 23,000 91,499 100,480 available

ROV Days 12,456 14,836 13,601 54,411 58,347 utilized

ROV Utilization54 %58 % 59 %59 %58 %



Manufactured Products (MP)

Revenue$99,899 $ 163,862 $110,416 $477,419 $ 498,350

Gross margin $20,092 $ 16,789 $11,242 $62,962 $ 48,865

Operating income $12,218 $ 4,660 $(38,198) $(88,253) $ 5,730 (loss)

Operating income 12 %3 % (35) %(18) %1 % (loss) %

Backlog at end of $266,000 $ 548,000 $318,000 $266,000 $ 548,000 period



Offshore Projects Group (OPG)

Revenue$67,821 $ 91,773 $73,212 $289,127 $ 380,966

Gross margin $(2,367) $ (15,824) $(1,633) $1,265 $ 4,339

Operating income $(9,940) $ (167,221) $(12,282) $(105,680) $ (170,013) (loss)

Operating income (15) %(182) % (17) %(37) %(45) % (loss) %



Integrity Management & Digital Solutions (IMDS)

Revenue$54,307 $ 68,029 $53,933 $226,938 $ 266,086

Gross margin $7,396 $ (6,133) $7,129 $29,772 $ 15,361

Operating income $892 $ (48,858) $793 $(121,675) $ (52,527) (loss)

Operating income 2 %(72) % 1 %(54) %(20) % (loss) %



Aerospace and Defense Technologies (ADTech)

Revenue$87,524 $ 86,042 $82,565 $341,073 $ 319,070

Gross margin $20,328 $ 17,228 $16,668 $71,794 $ 60,462

Operating income $16,525 $ 12,360 $13,097 $56,023 $ 42,574 (loss)

Operating income 19 %14 % 16 %16 %13 % (loss) %



Unallocated Expenses

Gross margin $(25,225) $ (24,219) $(17,133) $(80,804) $ (88,384)

Operating income $(33,692) $ (33,461) $(26,157) $(120,677) $ (128,104) (loss)



Total

Revenue$424,262 $ 560,810 $439,743 $1,827,889 $ 2,048,124

Gross margin $45,001 $ (20,387) $29,651 $163,941 $ 98,244

Operating income $480 $ (254,170) $(60,620) $(446,079) $ (290,713) (loss)

Operating income - %(45) % (14) %(24) %(14) % (loss) %



The above Segment Information does not include adjustments for non-recurring transactions. See the tables in our Reconciliations of Non-GAAP to GAAP Financial Information section for financial measures thatmanagement considers representative of our ongoing operations.



* Recast to reflect segment changes.







SELECTED CASH FLOW INFORMATION



For the Three Months Ended For the Year Ended

Dec 31, 2020Dec 31, 2019 Sep 30, 2020Dec 31, 2020Dec 31, 2019

(in thousands)



Capital Expenditures,$ 14,847 $ 18,837 $ 7,980 $ 60,687 147,684 including Acquisitions





For the Three Months Ended For the Year Ended

Dec 31, 2020Dec 31, 2019 *Sep 30, 2020Dec 31, 2020Dec 31, 2019 *

(in thousands)

Depreciation and amortization:

Energy Services and Products

Subsea $ 23,210 $ 44,170 $ 25,144 $ 212,621 $ 140,087 Robotics

Manufactured3,193 5,779 44,028 66,772 20,732 Products

Offshore Projects 16,979 27,286 15,147 115,288 58,044 Group

Integrity Management &1,255 30,990 866 127,221 37,160 Digital Solutions

Total Energy Services and 44,637 108,225 85,185 521,902 256,023 Products

Aerospace and Defense 667 646 654 2,666 2,644 Technologies

Unallocated 1,146 1,199 1,712 4,327 4,760 Expenses

Total Depreciation $ 46,450 $ 110,070 $ 87,551 $ 528,895 $ 263,427 and Amortization



In the three months ended December 31, 2020, goodwill and long-lived assetimpairment expense, reflected in the depreciation and amortization expenseabove, was $9.6 million. In the three months ended September 30, 2020, goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, was $48 million. In the year ended December 31, 2020, goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expenseabove, was $368 million. In the three months and year ended December 31, 2019, goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, was $59 million.



* Recast to reflect segment changes.

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

In addition to financial results determined in accordance with U.S. generally accepted accounting principles ("GAAP"), this Press Release also includes non-GAAP financial measures (as defined under SEC Regulation G). We have included Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share, each of which excludes the effects of certain specified items, as set forth in the tables that follow. As a result, these amounts are non-GAAP financial measures. We believe these are useful measures for investors to review because they provide consistent measures of the underlying results of our ongoing business. Furthermore, our management uses these measures as measures of the performance of our operations. We have also included disclosures of Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA), EBITDA Margins, 2021 Adjusted EBITDA Estimates, and Free Cash Flow, as well as the following by segment: Adjusted Operating Income and Margins, EBITDA, EBITDA Margins, Adjusted EBITDA and Adjusted EBITDA Margins. We define EBITDA Margin as EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margins as well as Adjusted Operating Income and Margin and related information by segment exclude the effects of certain specified items, as set forth in the tables that follow. EBITDA and EBITDA Margins, Adjusted EBITDA and Adjusted EBITDA Margins, and Adjusted Operating Income and Margin and related information by segment are each non-GAAP financial measures. We define Free Cash Flow as cash flow provided by operating activities less organic capital expenditures (i.e., purchases of property and equipment other than those in business acquisitions). We have included these disclosures in this press release because EBITDA, EBITDA Margins and Free Cash Flow are widely used by investors for valuation and comparing our financial performance with the performance of other companies in our industry, and the adjusted amounts thereof (as well as Adjusted Operating Income and Margin by Segment) provide more consistent measures than the unadjusted amounts. Furthermore, our management uses these measures for purposes of evaluating our financial performance. Our presentation of EBITDA, EBITDA Margins and Free Cash Flow (and the Adjusted amounts thereof) may not be comparable to similarly titled measures other companies report. Non-GAAP financial measures should be viewed in addition to and not as substitutes for our reported operating results, cash flows or any other measure prepared and reported in accordance with GAAP. The tables that follow provide reconciliations of the non-GAAP measures used in this press release to the most directly comparable GAAP measures.

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION





Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)



For the Three Months Ended

Dec 31, 2020 Dec 31, 2019 Sep 30, 2020

Net Income Diluted EPSNet Income Diluted EPSNet Income Diluted EPS (Loss) (Loss) (Loss)

(in thousands, except per share amounts)



Net income (loss) and diluted EPS as $(25,000)$ (0.25)$(262,912)$ (2.66)$(79,365)$ (0.80)reported in accordance with GAAP

Pre-tax adjustments for the effects of:

Long-lived assets 1,682 159,353 - impairments

Long-lived assets 9,571 44,653 7,243 write-offs

Inventory - 21,285 7,038 write-downs

Goodwill - 14,713 40,875 impairment

Restructuring expenses and (2,176) 11,751 11,048 other

Foreign currency 720 3,477 2,462 (gains) losses

Total pre-tax 9,797 255,232 68,666 adjustments



Tax effect on pre-tax adjustments at the applicable jurisdictional 7,432 (50,653) (13,211) statutory rate in effect for respective periods

Discrete tax items:

Share-based13 2 16 compensation

Uncertain 3,033 1,276 (55) tax positions

U.S. CARES - - - Act

Tax reform - 272 -

Valuation 5,635 59,667 6,599 allowances

Other 889 (356) (278)

Total discrete tax 9,570 60,861 6,282 adjustments

Total of 26,799 265,440 61,737 adjustments

Adjusted Net $1,799 $ 0.02 $2,528 $ 0.03 $(17,628)$ (0.18)Income (Loss)

Weighted average diluted shares outstanding 99,712 99,721 99,297 utilized for Adjusted Net Income (Loss)







Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)



For the Year Ended

Dec 31, 2020 Dec 31, 2019

Net Income Diluted EPSNet Income Diluted EPS (Loss) (Loss)

(in thousands, except per share amounts)



Net income (loss) and diluted EPS as reported in $(496,751)$(5.01) $(348,444)$(3.52) accordance with GAAP

Pre-tax adjustments for the effects of:

Long-lived assets70,445 159,353 impairments

Long-lived assets24,142 44,653 write-offs

Inventory 7,038 21,285 write-downs

Goodwill 343,880 14,713 impairment

Restructuring expenses and 21,210 11,751 other

Foreign currency 14,140 6,320 (gains) losses

Total pre-tax 480,855 258,075 adjustments



Tax effect on pre-tax adjustments at the applicable (53,465) (51,250) jurisdictional statutory rate in effect for respective periods

Discrete tax items:

Share-based 1,032 989 compensation

Uncertain tax (5,939) 3,046 positions

U.S. CARES Act(32,625) -

Tax reform - (8,220)

Valuation 80,687 61,174 allowances

Other (326) 2,018

Total discrete 42,829 59,007 tax adjustments

Total of 470,219 265,832 adjustments

Adjusted Net $(26,532) $(0.27) $(82,612) $(0.84) Income (Loss)

Weighted average diluted shares outstanding 99,233 98,876 utilized for Adjusted Net Income (Loss)







RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION



EBITDA and Adjusted EBITDA and Margins



For the Three Months Ended For the Year Ended

Dec 31, 2020Dec 31, 2019 Sep 30, 2020Dec 31, 2020 Dec 31, 2019

($ in thousands)



Net income $(25,000) $(262,912) $(79,365) $(496,751) $(348,444) (loss)

Depreciation and 46,450 110,070 87,551 528,895 263,427 amortization

Subtotal 21,450 (152,842) 8,186 32,144 (85,017)

Interest expense, net of9,696 10,354 8,836 40,817 34,818 interest income

Amortization included in 322 (335) 317 639 (1,345) interest expense

Provision (benefit) for 15,405 (4,358) 7,204 (2,146) 17,623 income taxes

EBITDA 46,873 (147,181) 24,543 71,454 (33,921)

Adjustments for the effects of:

Long-lived assets 1,682 159,353 - 70,445 159,353 impairments

Inventory - 21,285 7,038 7,038 21,285 write-downs

Restructuring expenses and (2,176) 11,751 11,048 21,210 11,751 other

Foreign currency 720 3,477 2,462 14,140 6,320 (gains) losses

Total of 226 195,866 20,548 112,833 198,709 adjustments

Adjusted $47,099 $48,685 $45,091 $184,287 $164,788 EBITDA



Revenue $424,262 $560,810 $439,743 $1,827,889 $2,048,124



EBITDA margin 11 %(26) %6 %4 %(2) %%

Adjusted EBITDA margin 11 %9 %10 %10 %8 %%







RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION



Free Cash Flow



For the Three Months Ended For the Year Ended

Dec 31, 2020Dec 31, 2019Sep 30, 2020Dec 31, 2020Dec 31, 2019

(in thousands)

Net Income $ (25,000)$(262,912)$ (79,365)$(496,751)$(348,444)(loss)

Non-cash adjustments:

Depreciation and amortization,46,450 110,070 87,551 528,895 263,427 including goodwill impairment

Long-lived assets 1,682 159,353 - 70,445 159,353 impairments

Other 4,209 21,340 9,423 9,047 16,436 non-cash

Other increases (decreases) in76,943 17,551 9,386 25,011 66,797 cash from operating activities

Cash flow provided by (used in) 104,284 45,402 26,995 136,647 157,569 operating activities

Purchases of property and (14,847) (18,837) (7,980) (60,687) (147,684) equipment

Free Cash Flow$ 89,437 $26,565 $ 19,015 $75,960 $9,885







2021 Adjusted EBITDA Estimates



For the Year Ended

December 31, 2021

Low High

(in thousands)

Income (loss) before income $(25,000) $20,000 taxes

Depreciation and 145,000 150,000 amortization

Subtotal 120,000 170,000

Interest expense, net 40,000 40,000 of interest income

Adjusted $160,000 $210,000 EBITDA





For the Three Months Ended

March 31, 2021

Low High

(in thousands)

Income (loss) before income $- $3,000 taxes

Depreciation and 35,000 37,000 amortization

Subtotal 35,000 40,000

Interest expense, net 10,000 10,000 of interest income

Adjusted $45,000 $50,000 EBITDA









RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION



Adjusted Operating Income (Loss) and Margins by Segment



For the Three Months Ended December 31, 2020

SSR MP OPG IMDS ADTech UnallocatedTotal Expenses

($ in thousands)

Operating Income (Loss) as reported in$14,477 $12,218 $(9,940) $892 $16,525 $(33,692)$480 accordance with GAAP

Adjustments for the effects of:

Long-lived assets - - 1,304 378 - - 1,682 impairments

Long-lived assets - - 9,401 170 - - 9,571 write-offs

Restructuring expenses and 221 (3,489) 643 422 27 - (2,176) other

Total of 221 (3,489) 11,348 970 27 - 9,077 adjustments



Adjusted Operating $14,698 $8,729 $1,408 $1,862 $16,552 $(33,692)$9,557 Income (Loss)



Revenue $114,711 $99,899 $67,821 $54,307 $87,524 $424,262

Operating income (loss) % as reported 13 %12 %(15) %2 %19 % - %in accordance with GAAP

Operating income (loss)%13 %9 %2 %3 %19 % 2 %using adjusted amounts





For the Three Months Ended December 31, 2019 *

SSR MP OPG IMDS ADTech UnallocatedTotal Expenses

($ in thousands)

Operating Income (Loss) as reported in$(21,650) $4,660 $(167,221) $(48,858) $12,360 $(33,461)$(254,170) accordance with GAAP

Adjustments for the effects of:

Long-lived assets - - 142,615 16,738 - - 159,353 impairments

Long-lived assets 11,340 482 18,723 14,108 - - 44,653 write-offs

Inventory 15,433 2,107 2,771 719 255 - 21,285 write-downs

Goodwill - - - 14,713 - - 14,713 impairment

Restructuring expenses and 4,228 757 3,526 3,082 102 56 11,751 other

Total of 31,001 3,346 167,635 49,360 357 56 251,755 adjustments



Adjusted Operating $9,351 $8,006 $414 $502 $12,717 $(33,405)$(2,415) Income (Loss)



Revenue $151,104 $163,862 $91,773 $68,029 $86,042 $560,810

Operating income (loss) % as reported (14) %3 %(182) %(72) %14 % (45) %in accordance with GAAP

Operating income (loss)%6 %5 %- %1 %15 % - %using adjusted amounts



* Recast to reflect segment changes.







For the Three Months Ended September 30, 2020

SSR MP OPG IMDS ADTech UnallocatedTotal Expenses

($ in thousands)

Operating Income (Loss) as reported in$2,127 $(38,198) $(12,282) $793 $13,097 $(26,157)$(60,620) accordance with GAAP

Adjustments for the effects of:

Long-lived assets - - 7,243 - - - 7,243 write-offs

Inventory 7,038 - - - - - 7,038 write-downs

Goodwill - 40,875 - - - - 40,875 impairment

Restructuring expenses and 2,535 2,559 5,326 83 545 - 11,048 other

Total of 9,573 43,434 12,569 83 545 - 66,204 adjustments

Adjusted Operating $11,700 $5,236 $287 $876 $13,642 $(26,157)$5,584 Income (Loss)



Revenue $119,617 $110,416 $73,212 $53,933 $82,565 $439,743

Operating income (loss) % as reported 2 %(35) %(17) %1 %16 % (14) %in accordance with GAAP

Operating income (loss) % using 10 %5 %- %2 %17 % 1 %adjusted amounts









Adjusted Operating Income (Loss) and Margins by Segment



For the Year Ended December 31, 2020

SSR MP OPG IMDS ADTech Unallocated Total Expenses

($ in thousands)

Operating Income (Loss) as reported in$(65,817) $(88,253) $(105,680) $(121,675) $56,023 $(120,677)$(446,079) accordance with GAAP

Adjustments for the effects of:

Long-lived assets - 61,074 8,826 545 - - 70,445 impairments

Long-lived assets 7,328 - 16,644 170 - - 24,142 write-offs

Inventory 7,038 - - - - - 7,038 write-downs

Goodwill 102,118 52,263 66,285 123,214 - - 343,880 impairment

Restructuring expenses and 5,055 2,266 8,590 4,272 572 455 21,210 other

Total of 121,539 115,603 100,345 128,201 572 455 466,715 adjustments



Adjusted Operating $55,722 $27,350 $(5,335) $6,526 $56,595 $(120,222)$20,636 Income (Loss)



Revenue $493,332 $477,419 $289,127 $226,938 $341,073 $1,827,889

Operating income (loss) % as reported (13) %(18) %(37) %(54) %16 % (24) %in accordance with GAAP

Operating income (loss)%11 %6 %(2) %3 %17 % 1 %using adjusted amounts





For the Year Ended December 31, 2019 *

SSR MP OPG IMDS ADTech Unallocated Total Expenses

($ in thousands)

Operating Income (Loss) as reported in$11,627 $5,730 $(170,013) $(52,527) $42,574 $(128,104)$(290,713) accordance with GAAP

Adjustments for the effects of:

Long-lived assets - - 142,615 16,738 - - 159,353 impairments

Long-lived assets 11,340 482 18,723 14,108 - - 44,653 write-offs

Inventory 15,433 2,107 2,771 719 255 - 21,285 write-downs

Goodwill - - - 14,713 - - 14,713 impairment

Restructuring expenses and 4,228 757 3,526 3,082 102 56 11,751 other

Total of 31,001 3,346 167,635 49,360 357 56 251,755 adjustments



Adjusted Operating $42,628 $9,076 $(2,378) $(3,167) $42,931 $(128,048)$(38,958) Income (Loss)



Revenue $583,652 $498,350 $380,966 $266,086 $319,070 $2,048,124

Operating income (loss) % as reported 2 %1 %(45) %(20) %13 % (14) %in accordance with GAAP

Operating income (loss)%7 %2 %(1) %(1) %13 % (2) %using adjusted amounts



* Recast to reflect segment changes.







RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION



EBITDA and Adjusted EBITDA and Margins by Segment



For the Three Months Ended December 31, 2020

Unallocated SSR MP OPG IMDS ADTech Expenses Total and other

($ in thousands)

Operating Income (Loss) as reported in$14,477 $12,218 $(9,940) $892 $16,525 $(33,692)$480 accordance with GAAP

Adjustments for the effects of:

Depreciation and 23,210 3,193 16,979 1,255 667 1,146 46,450 amortization

Other pre-tax- - - - - (57) (57)

EBITDA 37,687 15,411 7,039 2,147 17,192 (32,603) 46,873

Adjustments for the effects of:

Long-lived assets - - 1,304 378 - - 1,682 impairments

Inventory - - - - - - - write-downs

Restructuring expenses and 221 (3,489) 643 422 27 - (2,176) other

Foreign currency - - - - - 720 720 (gains) losses

Total of 221 (3,489) 1,947 800 27 720 226 adjustments

Adjusted $37,908 $11,922 $8,986 $2,947 $17,219 $(31,883)$47,099 EBITDA



Revenue $114,711 $99,899 $67,821 $54,307 $87,524 $424,262

Operating income (loss) % as reported 13 %12 %(15) %2 %19 % - %in accordance with GAAP

EBITDA Margin 33 %15 %10 %4 %20 % 11 %

Adjusted 33 %12 %13 %5 %20 % 11 %EBITDA Margin





For the Three Months Ended December 31, 2019 *

Unallocated SSR MP OPG IMDS ADTech Expenses Total and other

($ in thousands)

Operating Income (Loss) as reported in$(21,650) $4,660 $(167,221) $(48,858) $12,360 $(33,461)$(254,170) accordance with GAAP

Adjustments for the effects of:

Depreciation and 44,170 5,779 27,286 30,990 646 1,199 110,070 amortization

Other pre-tax- - - - - (3,081) (3,081)

EBITDA 22,520 10,439 (139,935) (17,868) 13,006 (35,343) (147,181)

Adjustments for the effects of:

Long-lived assets - - 142,615 16,738 - - 159,353 impairments

Inventory 15,433 2,107 2,771 719 255 - 21,285 write-downs

Restructuring expenses and 4,228 757 3,526 3,082 102 56 11,751 other

Foreign currency - - - - - 3,477 3,477 (gains) losses

Total of 19,661 2,864 148,912 20,539 357 3,533 195,866 adjustments

Adjusted $42,181 $13,303 $8,977 $2,671 $13,363 $(31,810)$48,685 EBITDA



Revenue $151,104 $163,862 $91,773 $68,029 $86,042 $560,810

Operating income (loss) % as reported (14) %3 %(182) %(72) %14 % (45) %in accordance with GAAP

EBITDA Margin 15 %6 %(152) %(26) %15 % (26) %

Adjusted 28 %8 %10 %4 %16 % 9 %EBITDA Margin



* Recast to reflect segment changes.







For the Three Months Ended September 30, 2020

Unallocated SSR MP OPG IMDS ADTech Total Expenses and other

($ in thousands)

Operating Income (Loss) as reported in$2,127 $(38,198) $(12,282) $793 $13,097 $(26,157)$(60,620) accordance with GAAP

Adjustments for the effects of:

Depreciation and 25,144 44,028 15,147 866 654 1,712 87,551 amortization

Other pre-tax- - - - - (2,388) (2,388)

EBITDA 27,271 5,830 2,865 1,659 13,751 (26,833) 24,543

Adjustments for the effects of:

Inventory 7,038 - - - - - 7,038 write-downs

Restructuring expenses and 2,535 2,559 5,326 83 545 - 11,048 other

Foreign currency - - - - - 2,462 2,462 (gains) losses

Total of 9,573 2,559 5,326 83 545 2,462 20,548 adjustments

Adjusted $36,844 $8,389 $8,191 $1,742 $14,296 $(24,371)$45,091 EBITDA



Revenue $119,617 $110,416 $73,212 $53,933 $82,565 $439,743

Operating income (loss) % as reported 2 %(35) %(17) %1 %16 % (14) %in accordance with GAAP

EBITDA Margin 23 %5 %4 %3 %17 % 6 %

Adjusted 31 %8 %11 %3 %17 % 10 %EBITDA Margin











EBITDA and Adjusted EBITDA and Margins by Segment



For the Year Ended December 31, 2020

Unallocated SSR MP OPG IMDS ADTech Expenses Total and other

($ in thousands)

Operating Income (Loss) as reported in$(65,817) $(88,253) $(105,680) $(121,675) $56,023 $(120,677)$(446,079) accordance with GAAP

Adjustments for the effects of:

Depreciation and 212,621 66,772 115,288 127,221 2,666 4,327 528,895 amortization

Other pre-tax- - - - - (11,362) (11,362)

EBITDA 146,804 (21,481) 9,608 5,546 58,689 (127,712) 71,454

Adjustments for the effects of:

Long-lived assets - 61,074 8,826 545 - - 70,445 impairments

Inventory 7,038 - - - - - 7,038 write-downs

Restructuring expenses and 5,055 2,266 8,590 4,272 572 455 21,210 other

Foreign currency - - - - - 14,140 14,140 (gains) losses

Total of 12,093 63,340 17,416 4,817 572 14,595 112,833 adjustments

Adjusted $158,897 $41,859 $27,024 $10,363 $59,261 $(113,117)$184,287 EBITDA



Revenue $493,332 $477,419 $289,127 $226,938 $341,073 $1,827,889

Operating income (loss) % as reported (13) %(18) %(37) %(54) %16 % (24) %in accordance with GAAP

EBITDA Margin 30 %(4) %3 %2 %17 % 4 %

Adjusted 32 %9 %9 %5 %17 % 10 %EBITDA Margin





For the Year Ended December 31, 2019 *

Unallocated SSR MP OPG IMDS ADTech Expenses Total and other

($ in thousands)

Operating Income (Loss) as reported in$11,627 $5,730 $(170,013) $(52,527) $42,574 $(128,104)$(290,713) accordance with GAAP

Adjustments for the effects of:

Depreciation and 140,087 20,732 58,044 37,160 2,644 4,760 263,427 amortization

Other pre-tax- - - - - (6,635) (6,635)

EBITDA 151,714 26,462 (111,969) (15,367) 45,218 (129,979) (33,921)

Adjustments for the effects of:

Long-lived assets - - 142,615 16,738 - - 159,353 impairments

Inventory 15,433 2,107 2,771 719 255 - 21,285 write-downs

Restructuring expenses and 4,228 757 3,526 3,082 102 56 11,751 other

Foreign currency - - - - - 6,320 6,320 (gains) losses

Total of 19,661 2,864 148,912 20,539 357 6,376 198,709 adjustments

Adjusted $171,375 $29,326 $36,943 $5,172 $45,575 $(123,603)$164,788 EBITDA



Revenue $583,652 $498,350 $380,966 $266,086 $319,070 $2,048,124

Operating income (loss) % as reported 2 %1 %(45) %(20) %13 % (14) %in accordance with GAAP

EBITDA Margin 26 %5 %(29) %(6) %14 % (2) %

Adjusted 29 %6 %10 %2 %14 % 8 %EBITDA Margin



* Recast to reflect segment changes.

View original content: http://www.prnewswire.com/news-releases/oceaneering-reports-fourth-quarter-and-full-year-2020-results-301234892.html

SOURCE Oceaneering International, Inc.