PR Newswire | Apr 28, 2021 05:02PM EDT

04/28 16:01 CDT

Oceaneering Reports First Quarter 2021 Results HOUSTON, April 28, 2021

HOUSTON, April 28, 2021 /PRNewswire/ -- Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $9.4 million, or $(0.09) per share, on revenue of $438 million for the three months ended March 31, 2021. Adjusted net income was $2.8 million, or $0.03 per share, reflecting, among other things, the impact of $3.2 million of pre-tax adjustments associated with 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 December 31, 2020, Oceaneering reported a net loss of $25 million, or $(0.25) per share, on revenue of $424 million. Adjusted net income was $1.8 million, or $0.02 per share, reflecting, among other things, 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.

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 Adjusted EBITDA and Margins, Free Cash Flow, 2021 Adjusted EBITDA Estimates, 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

Mar 31, Dec 31,



2021 2020 2020



Revenue $437,553$536,668$424,262

Gross Margin 56,657 46,752 45,001

Income (Loss) from Operations 13,783 (380,757)480

Net Income (Loss) (9,365) (367,598)(25,000)



Diluted Earnings (Loss) Per Share$(0.09) $(3.71) $(0.25)



For the first quarter of 2021:

* Consolidated Adjusted EBITDA was $52.8 million * Consolidated Adjusted Operating Income was $15.1 million * Cash flow used in operations was $1.7 million and free cash flow was ($12.4) million * Cash position declined by $9.3 million, from $452 million to $443 million * Remotely Operated Vehicles (ROV) fleet utilization was 53% and average revenue per day on hire was $7,874

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "We have continued to improve our operating performance by driving operational efficiency, led by focusing on safety, quality and value-based solutions for our customers. I am pleased with the rate of progress made during the first quarter of 2021. Each of our operating segments generated positive adjusted operating income and adjusted EBITDA, and our consolidated adjusted EBITDA of $52.8 million surpassed both our guidance and published consensus estimates. Based on our first quarter results and revised outlook, we are narrowing our expected adjusted EBITDA range to $180 million to $210 million for 2021.

"Our first quarter 2021 Subsea Robotics (SSR) adjusted operating income was flat on slightly higher revenue, as compared to fourth quarter 2020. Operating activity in our SSR segment exceeded our original expectation due to higher-than-forecast ROV drill support days and survey activity. Pricing for the various SSR services remained stable during the first quarter, resulting in an adjusted EBITDA margin of 32%, consistent with average adjusted EBITDA margins achieved during 2020.

"First quarter 2021 ROV activity remained consistent as compared to the fourth quarter of 2020 with fleet utilization averaging 53% versus 54% during the fourth quarter of 2020. A seasonal decrease in days on hire for vessel-based services was slightly offset by an increase in days on hire for drill support services. Our ROV fleet use during the first quarter 2021 was 64% in drill support and 36% in vessel-based activity versus fourth quarter 2020 use of 60% and 40%, respectively. Average ROV revenue per day of on hire of $7,874 was 7% higher over the fourth quarter.

"Sequentially, our first quarter 2021 ROV fleet count remained at 250 systems. As of March 31, 2021, we had ROV contracts on 78 of the 135 floating rigs under contract, or 58%, as compared to 58% as of December 31, 2020, when we had ROV contracts on 75 of the 129 floating rigs under contract. Subject to quarterly variances, we continue to expect our drill support market share to generally approximate 60%.

"Manufactured Products (MP) first quarter 2021 adjusted operating income declined, as expected, from the fourth quarter of 2020 on lower segment revenue. Adjusted operating income margin decreased to 4% in the first quarter of 2021, from 9% in the fourth quarter of 2020, which had benefited from favorable contract close-outs and negotiated supply chain savings that did not occur in the first quarter. Activity in our mobility solutions businesses remained weak during the first quarter of 2021. Our Manufactured Products backlog on March 31, 2021 was $248 million, compared to our December 31, 2020 backlog of $266 million. Our book-to-bill ratio was 0.6 for the trailing 12 months, as compared with a book-to-bill ratio of 0.4 for the year ended December 31, 2020.

"Our first quarter 2021 Offshore Projects Group (OPG) adjusted operating income increased on substantially higher revenue. Revenue benefited due to the start-up of field activities on the riserless light well intervention project in Angola. The sequential increase in adjusted operating income margin, from 2% in the fourth quarter of 2020 to 10% in the first quarter of 2021, was due to increased utilization of assets and personnel, while holding indirect costs stable.

"Integrity Management and Digital Solutions (IMDS) first quarter 2021 adjusted operating income was higher than fourth quarter of 2020 on flat revenue. The improvement in adjusted operating income margin, from 3% in the fourth quarter of 2020 to 5% in the first quarter of 2021, benefited from the continuing transformation of how and where work is performed, which is driving more effective use of personnel.

"Aerospace and Defense Technologies (ADTech) first quarter 2021 adjusted operating income marginally improved from the fourth quarter of 2020 on flat revenue. Adjusted operating income margin of 19% was consistent with that achieved for the fourth quarter of 2020. At the corporate level for the first quarter of 2021, Unallocated Expenses of $31.7 million were lower as compared to the fourth quarter of 2020.

"For the second quarter, compared to the first quarter, we anticipate higher activity levels and operating profitability improvement in our SSR and OPG segments, higher activity levels and relatively flat operating profitability in our IMDS and ADTech segments, and lower activity levels and lower operating profitability in our Manufactured Products segment. Unallocated Expenses are forecast to be in the low- to mid-$30 million range. On a consolidated basis, we expect second quarter 2021 results to improve, with adjusted EBITDA in the range of $55 million to $60 million on sequentially higher revenue.

"For the full year of 2021, at the segment level, as compared to 2020, we forecast SSR operating results to improve on slightly higher revenue, and adjusted EBITDA margin to remain relatively flat. ROV fleet utilization is expected to be in the upper 50% range for the year. For Manufactured Products, we forecast lower operating results as compared to 2020; however, we expect improved order intake during the first half of 2021, which should drive increased activity in the second half of 2021. The book-to-bill ratio is expected to be in the range of 1.1 to 1.5 for the full year, and adjusted operating margin is expected to be in the low- to mid-single digit range. For OPG, we forecast increased vessel utilization and the continuation of the Angola riserless light well intervention project to benefit OPG's results in the second quarter of 2021, leading to a meaningful annual improvement in adjusted operating results on higher revenue. For IMDS, we forecast improved operating results on higher revenue with adjusted operating margin in the high single-digit range for the year. And for ADTech, we expect improved operating results on increased revenue with an annual operating margin approximately the same as that achieved in 2020.

"We forecast our 2021 income tax payments to be in the range of $40 million to $45 million. In addition, we expect to receive CARES Act tax refunds of $28 million during the year. We continue to 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.

"Our first quarter performance and refreshed outlook for the year give us confidence to narrow our 2021 adjusted EBITDA guidance to a range of $180 million to $210 million. Our priority continues to be generating cash. In 2021, our expectation remains that we will generate positive free cash flow in excess of the amount generated in 2020, excluding the cash benefit associated with expected CARES Act tax refunds. 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 concerning Oceaneering's expectations about: backlog, to the extent backlog may be an indicator of future revenue or profitability; adjusted EBITDA range for the full year of 2021; ROV drill support market share; second quarter segment activity levels and operating profitability, Unallocated Expenses, and consolidated revenue, results, and adjusted EBITDA; full-year segment operating results, revenue, and adjusted EBITDA margins; full-year ROV fleet utilization; full-year Manufactured Products order intake and second half activity, book-to-bill ratio, and operating margin; full-year OPG operating results and revenue and the timing and basis for the expectations; full-year IMDS operating results, revenue, and adjusted operating margin; full-year ADTech operating results, revenue, and operating margin; forecasted Unallocated Expenses per quarter, and annual capital expenditures and cash tax payments; CARES Act tax refunds; free cash flow in 2021; and sufficiency of resources to address opportunities to improve returns.

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; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development and production companies; 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; the continuing effects of the COVID-19 pandemic and the governmental, customer, supplier, and other responses thereto; 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 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 10-Q 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



Mar 31, 2021 Dec 31, 2020

(in thousands)

ASSETS

Current assets (including cash and cash equivalents of $442,743 and $452,016) $ 1,161,517 $1,170,263

Net property and equipment 561,650 591,107

Other assets 280,357 284,472

Total Assets $ 2,003,524 $2,045,842



LIABILITIES AND EQUITY

Current liabilities $ 416,743 $437,116

Long-term debt 804,888 805,251

Other long-term liabilities 233,548 245,318

Equity 548,345 558,157

Total Liabilities and Equity $ 2,003,524 $2,045,842



CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS



For the Three Months Ended

Mar 31, 2021 Mar 31, 2020 Dec 31, 2020

(in thousands, except per share amounts)



Revenue $ 437,553 $ 536,668 $424,262

Cost of services and products 380,896 489,916 379,261

Gross margin 56,657 46,752 45,001

Selling, general and administrative expense 42,874 55,741 42,839

Long-lived assets impairments - 68,763 1,682

Goodwill impairment - 303,005 -

Income (loss) from operations 13,783 (380,757) 480

Interest income 519 1,277 881

Interest expense, net of amounts capitalized (10,407) (12,462) (10,577)

Equity in income (losses) of unconsolidated affiliates 534 1,197 266

Other income (expense), net (1,453) (7,128) (645)

Income (loss) before income taxes 2,976 (397,873) (9,595)

Provision (benefit) for income taxes 12,341 (30,275) 15,405

Net Income (Loss) $ (9,365) $ (367,598) $(25,000)



Weighted average diluted shares outstanding 99,461 99,055 99,306

Diluted earnings (loss) per share $ (0.09) $ (3.71) $(0.25)



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

Mar 31, 2021 Mar 31, 2020 * Dec 31, 2020

($ in thousands)

Subsea Robotics

Revenue $ 119,119 $ 139,770 $114,711

Gross margin $ 24,078 $ 19,473 $24,777

Operating income (loss) $ 14,619 $ (94,083) $14,477

Operating income (loss) % 12 % (67) % 13 %

ROV days available 22,469 22,750 22,999

ROV days utilized 11,887 14,853 12,456

ROV utilization 53 % 65 % 54 %



Manufactured Products

Revenue $ 86,825 $ 166,534 $99,899

Gross margin $ 10,004 $ 17,949 $20,092

Operating income (loss) $ 2,753 $ (66,138) $12,218

Operating income (loss) % 3 % (40) % 12 %

Backlog at end of period $ 248,000 $ 419,000 $266,000



Offshore Projects Group

Revenue $ 89,234 $ 74,254 $67,821

Gross margin $ 15,111 $ 2,095 $(2,367)

Operating income (loss) $ 8,813 $ (79,323) $(9,940)

Operating income (loss) % 10 % (107) % (15) %



Integrity Management & Digital Solutions

Revenue $ 54,048 $ 64,729 $54,307

Gross margin $ 8,209 $ 9,792 $7,396

Operating income (loss) $ 2,474 $ (121,535) $892

Operating income (loss) % 5 % (188) % 2 %



Aerospace and Defense Technologies

Revenue $ 88,327 $ 91,381 $87,524

Gross margin $ 22,110 $ 17,485 $20,328

Operating income (loss) $ 16,839 $ 12,971 $16,525

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



Unallocated Expenses

Gross margin $ (22,855) $ (20,042) $(25,225)

Operating income (loss) $ (31,715) $ (32,649) $(33,692)



Total

Revenue $ 437,553 $ 536,668 $424,262

Gross margin $ 56,657 $ 46,752 $45,001

Operating income (loss) $ 13,783 $ (380,757) $480

Operating income (loss) % 3 % (71) % - %



The above Segment Information does not include adjustments for non-recurring transactions. See the tables below under the caption "Reconciliations of Non-GAAP to GAAP Financial Information" for financial measures that our management considers in evaluating our ongoing operations.



* Recast to reflect segment changes.



SELECTED CASH FLOW INFORMATION



For the Three Months Ended

Mar 31, Mar 31, Dec 31, 2021 2020 2020

(in thousands)



Capital Expenditures, including Acquisitions $10,699$27,229 $14,847



For the Three Months Ended

Mar 31, Mar 31, Dec 31, 2021 2020 * 2020

(in thousands)

Depreciation and amortization:

Energy Services and Products

Subsea Robotics $22,952$139,187$23,210

Manufactured Products 3,227 15,964 3,193

Offshore Projects Group 7,125 74,907 16,979

Integrity Management & Digital Solutions 1,124 124,343 1,255

Total Energy Services and Products 34,428 354,401 44,637

Aerospace and Defense Technologies 1,276 687 667

Unallocated Expenses 767 1,108 1,146

Total Depreciation and Amortization $36,471$356,196$46,450



Goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, was $310 million and $9.6 million in the three months ended March 31, 2020 and December 31, 2020, respectively.



* 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

(continued)



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



For the Three Months Ended

Mar 31, 2021 Mar 31, 2020 Dec 31, 2020

Net IncomeDiluted Net Income Diluted Net Income Diluted (Loss) EPS (Loss) EPS (Loss) EPS

(in thousands, except per share amounts)



Net income (loss) and diluted EPS as $(9,365)$(0.09)$(367,598)$(3.71)$(25,000)$(0.25)reported in accordance with GAAP

Pre-tax adjustments for the effects of:

Long-lived assets impairments - 68,763 1,682

Long-lived assets write-offs - 7,328 9,571

Goodwill impairment - 303,005 -

Restructuring expenses and other1,308 6,630 (2,176)

Foreign currency (gains) losses 1,861 7,050 720

Total pre-tax adjustments 3,169 392,776 9,797



Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate (605) (45,355) 7,432 in effect for respective periods

Discrete tax items:

Share-based compensation 577 987 13

Uncertain tax positions (16) (9,652) 3,033

U.S. CARES Act - (33,784) -

Valuation allowances 6,758 65,208 5,635

Other 2,275 950 889

Total discrete tax adjustments 9,594 23,709 9,570

Total of adjustments 12,158 371,130 26,799

Adjusted Net Income (Loss) $2,793 $0.03 $3,532 $0.04 $1,799 $0.02

Weighted average diluted shares outstanding utilized for Adjusted Net 100,480 99,649 99,712 Income (Loss)





RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)



EBITDA and Adjusted EBITDA and Margins



For the Three Months Ended

Mar 31, Mar 31, 2020 Dec 31, 2020 2021

($ in thousands)



Net income (loss) $(9,365) $(367,598) $(25,000)

Depreciation and amortization 36,471 356,196 46,450

Subtotal 27,106 (11,402) 21,450

Interest expense, net of interest 9,888 11,185 9,696 income

Amortization included in interest 303 (333) 322 expense

Provision (benefit) for income 12,341 (30,275) 15,405 taxes

EBITDA 49,638 (30,825) 46,873

Adjustments for the effects of:

Long-lived assets impairments - 68,763 1,682

Restructuring expenses and other 1,308 6,630 (2,176)

Foreign currency (gains) losses 1,861 7,050 720

Total of adjustments 3,169 82,443 226

Adjusted EBITDA $52,807 $51,618 $47,099



Revenue $437,553 $536,668 $424,262



EBITDA margin % 11 %(6) %11 %

Adjusted EBITDA margin % 12 %10 %11 %



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)





Free Cash Flow



For the Three Months Ended

Mar 31, Mar 31, 2020Dec 31, 2021 2020

(in thousands)

Net Income (loss) $(9,365) $(367,598)$(25,000)

Non-cash adjustments:

Depreciation and amortization, 36,471 356,196 46,450 including goodwill impairment

Long-lived asset impairments - 68,763 1,682

Other non-cash (365) (4,626) 4,209

Other increases (decreases) in cash (28,464) (84,885) 76,943 from operating activities

Cash flow provided by (used in) (1,723) (32,150) 104,284 operating activities

Purchases of property and equipment (10,699) (27,229) (14,847)

Free Cash Flow $(12,422)$(59,379) $89,437







2021 Adjusted EBITDA Estimates



For the Three Months Ended

June 30, 2021

Low High

(in thousands)

Income (loss) before income taxes $9,000 $12,000

Depreciation and amortization 36,000 38,000

Subtotal 45,000 50,000

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

Adjusted EBITDA $55,000 $60,000



For the Year Ended

December 31, 2021

Low High

(in thousands)

Income (loss) before income taxes $(5,000) $20,000

Depreciation and amortization 145,000 150,000

Subtotal 140,000 170,000

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

Adjusted EBITDA $180,000 $210,000



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)



Adjusted Operating Income (Loss) and Margins by Segment



For the Three Months Ended March 31, 2021

SSR MP OPG IMDS ADTech Unallocated Total Expenses

($ in thousands)

Operating Income (Loss) as reported in accordance with $14,619 $2,753 $8,813 $2,474 $16,839 $ (31,715) $13,783 GAAP

Adjustments for the effects of:

Restructuring expenses and 395 537 149 217 10 - 1,308 other

Total of adjustments 395 537 149 217 10 - 1,308



Adjusted Operating Income $15,014 $3,290 $8,962 $2,691 $16,849 $ (31,715) $15,091 (Loss)



Revenue $119,119 $86,825 $89,234 $54,048 $88,327 $437,553

Operating income (loss) % as reported in accordance with 12 %3 %10 %5 %19 % 3 %GAAP

Operating income (loss)% using 13 %4 %10 %5 %19 % 3 %adjusted amounts



For the Three Months Ended March 31, 2020 *

SSR MP OPG IMDS ADTech Unallocated Total Expenses

($ in thousands)

Operating Income (Loss) as reported in accordance with $(94,083) $(66,138) $(79,323) $(121,535) $12,971 $ (32,649) $(380,757) GAAP

Adjustments for the effects of:

Long-lived assets impairments - 61,074 7,522 167 - - 68,763

Long-lived assets write-offs 7,328 - - - - - 7,328

Goodwill impairment 102,118 11,388 66,285 123,214 - - 303,005

Restructuring expenses and 919 1,984 1,216 2,231 - 280 6,630 other

Total of adjustments 110,365 74,446 75,023 125,612 - 280 385,726



Adjusted Operating Income $16,282 $8,308 $(4,300) $4,077 $12,971 $ (32,369) $4,969 (Loss)



Revenue $139,770 $166,534 $74,254 $64,729 $91,381 $536,668

Operating income (loss) % as reported in accordance with (67) %(40) %(107) %(188) %14 % (71) %GAAP

Operating income (loss)% using 12 %5 %(6) %6 %14 % 1 %adjusted amounts



* Recast to reflect segment changes.

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)



Adjusted Operating Income (Loss) and Margins by Segment





For the Three Months Ended December 31, 2020

SSR MP OPG IMDS ADTech Unallocated Total Expenses

($ in thousands)

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

Adjustments for the effects of:

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

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

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

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

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



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

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

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



RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)



EBITDA and Adjusted EBITDA and Margins by Segment



For the Three Months Ended March 31, 2021

Unallocated SSR MP OPG IMDS ADTech Expenses and Total other

($ in thousands)

Operating Income (Loss) as reported in accordance with $14,619 $2,753 $8,813 $2,474 $16,839 $ (31,715) $13,783 GAAP

Adjustments for the effects of:

Depreciation and amortization22,952 3,227 7,125 1,124 1,276 767 36,471

Other pre-tax - - - - - (616) (616)

EBITDA 37,571 5,980 15,938 3,598 18,115 (31,564) 49,638

Adjustments for the effects of:

Restructuring expenses and 395 537 149 217 10 - 1,308 other

Foreign currency (gains) - - - - - 1,861 1,861 losses

Total of adjustments 395 537 149 217 10 1,861 3,169

Adjusted EBITDA $37,966 $6,517 $16,087 $3,815 $18,125 $ (29,703) $52,807



Revenue $119,119 $86,825 $89,234 $54,048 $88,327 $437,553

Operating income (loss) % as reported in accordance with 12 %3 %10 %5 %19 % 3 %GAAP

EBITDA Margin 32 %7 %18 %7 %21 % 11 %

Adjusted EBITDA Margin 32 %8 %18 %7 %21 % 12 %



For the Three Months Ended March 31, 2020 *

Unallocated SSR MP OPG IMDS ADTech Expenses and Total other

($ in thousands)

Operating Income (Loss) as reported in accordance with $(94,083) $(66,138) $(79,323) $(121,535) $12,971 $ (32,649) $(380,757) GAAP

Adjustments for the effects of:

Depreciation and amortization139,187 15,964 74,907 124,343 687 1,108 356,196

Other pre-tax - - - - - (6,264) (6,264)

EBITDA 45,104 (50,174) (4,416) 2,808 13,658 (37,805) (30,825)

Adjustments for the effects of:

Long-lived assets impairments- 61,074 7,522 167 - - 68,763

Restructuring expenses and 919 1,984 1,216 2,231 - 280 6,630 other

Foreign currency (gains) - - - - - 7,050 7,050 losses

Total of adjustments 919 63,058 8,738 2,398 - 7,330 82,443

Adjusted EBITDA $46,023 $12,884 $4,322 $5,206 $13,658 $ (30,475) $51,618



Revenue $139,770 $166,534 $74,254 $64,729 $91,381 $536,668

Operating income (loss) % as reported in accordance with (67) %(40) %(107) %(188) %14 % (71) %GAAP

EBITDA Margin 32 %(30) %(6) %4 %15 % (6) %

Adjusted EBITDA Margin 33 %8 %6 %8 %15 % 10 %



* Recast to reflect segment changes.

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION

(continued)



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

Adjustments for the effects of:

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

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 impairments - - 1,304 378 - - 1,682

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

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

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

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



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

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

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

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



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SOURCE Oceaneering International, Inc.