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 Peterson
Vice President, Corporate Development and Investor Relations
Oceaneering International, Inc.
713-329-4507
investorrelations@oceaneering.com



















OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES



















CONDENSED CONSOLIDATED BALANCE SHEETS


































Dec 31, 2020


Dec 31, 2019














(in thousands)

ASSETS

















Current assets (including cash and cash equivalents of $452,016 and $373,655)




$

1,170,263



$

1,244,436



Net property and equipment







591,107



776,532



Other assets










284,472



719,695





Total Assets






$

2,045,842



$

2,740,663




















LIABILITIES AND EQUITY










Current liabilities










$

437,116



$

600,956



Long-term debt










805,251



796,516



Other long-term liabilities






245,318



267,782



Equity










558,157



1,075,409





Total Liabilities and Equity






$

2,045,842



$

2,740,663






















CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




























For the Three Months Ended


For the Year Ended










Dec 31, 2020


Dec 31, 2019


Sep 30, 2020


Dec 31, 2020


Dec 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 products


379,261



581,197



410,092



1,663,948



1,949,880




Gross margin


45,001



(20,387)



29,651



163,941



98,244



Selling, general and administrative expense


42,839



59,717



49,396



195,695



214,891



Long-lived assets impairments


1,682



159,353



—



70,445



159,353



Goodwill impairment


—



14,713



40,875



343,880



14,713




Income (loss) from operations




480



(254,170)



(60,620)



(446,079)



(290,713)



Interest income






881



1,352



414



3,083



7,893



Interest expense, net of amounts capitalized


(10,577)



(11,706)



(9,250)



(43,900)



(42,711)



Equity in income (losses) of unconsolidated affiliates


266



941



131



2,268



1,331



Other income (expense), net


(645)



(3,687)



(2,836)



(14,269)



(6,621)




Income (loss) before income taxes


(9,595)



(267,270)



(72,161)



(498,897)



(330,821)



Provision (benefit) for income taxes


15,405



(4,358)



7,204



(2,146)



17,623




Net Income (Loss)


$

(25,000)



$

(262,912)



$

(79,365)



$

(496,751)



$

(348,444)




















Weighted average diluted shares outstanding


99,306



98,930



99,297



99,233



98,876


Diluted earnings (loss) per share


$

(0.25)



$

(2.66)



$

(0.80)



$

(5.01)



$

(3.52)





















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, 2020


Dec 31, 2019 *


Sep 30, 2020


Dec 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 (loss)



$

14,477



$

(21,650)



$

2,127



$

(65,817)



$

11,627


Operating income (loss) %



13

%


(14)

%


2

%


(13)

%


2

%


ROV Days available



22,999



25,576



23,000



91,499



100,480



ROV Days utilized



12,456



14,836



13,601



54,411



58,347



ROV Utilization



54

%


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 (loss)



$

12,218



$

4,660



$

(38,198)



$

(88,253)



$

5,730


Operating income (loss) %



12

%


3

%


(35)

%


(18)

%


1

%

Backlog at end of period



$

266,000



$

548,000



$

318,000



$

266,000



$

548,000

















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 (loss)



$

(9,940)



$

(167,221)



$

(12,282)



$

(105,680)



$

(170,013)


Operating income (loss) %



(15)

%


(182)

%


(17)

%


(37)

%


(45)

%
















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 (loss)



$

892



$

(48,858)



$

793



$

(121,675)



$

(52,527)


Operating income (loss) %



2

%


(72)

%


1

%


(54)

%


(20)

%
















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 (loss)



$

16,525



$

12,360



$

13,097



$

56,023



$

42,574


Operating income (loss) %



19

%


14

%


16

%


16

%


13

%















Unallocated Expenses















Gross margin



$

(25,225)



$

(24,219)



$

(17,133)



$

(80,804)



$

(88,384)


Operating income (loss)



$

(33,692)



$

(33,461)



$

(26,157)



$

(120,677)



$

(128,104)















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 (loss)



$

480



$

(254,170)



$

(60,620)



$

(446,079)



$

(290,713)


Operating income (loss) %



—

%


(45)

%


(14)

%


(24)

%


(14)

%



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 that management 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, 2020


Dec 31, 2019


Sep 30, 2020


Dec 31, 2020


Dec 31, 2019





(in thousands)











Capital Expenditures, including Acquisitions

$

14,847



$

18,837



$

7,980



$

60,687



147,684





















For the Three Months Ended


For the Year Ended





Dec 31, 2020


Dec 31, 2019 *


Sep 30, 2020


Dec 31, 2020


Dec 31, 2019 *





(in thousands)

Depreciation and amortization:










Energy Services and Products











Subsea Robotics

$

23,210



$

44,170



$

25,144



$

212,621



$

140,087



Manufactured Products

3,193



5,779



44,028



66,772



20,732



Offshore Projects Group

16,979



27,286



15,147



115,288



58,044



Integrity Management & Digital Solutions

1,255



30,990



866



127,221



37,160


Total Energy Services and Products

44,637



108,225



85,185



521,902



256,023


Aerospace and Defense Technologies

667



646



654



2,666



2,644


Unallocated Expenses

1,146



1,199



1,712



4,327



4,760


   Total Depreciation and Amortization

$

46,450



$

110,070



$

87,551



$

528,895



$

263,427




In the three months ended December 31, 2020, goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, 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 expense above, 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
(Loss)


Diluted EPS


Net Income
(Loss)


Diluted EPS


Net Income
(Loss)


Diluted EPS






(in thousands, except per share amounts)








Net income (loss) and diluted EPS as reported in accordance with GAAP


$

(25,000)



$

(0.25)



$

(262,912)



$

(2.66)



$

(79,365)



$

(0.80)


Pre-tax adjustments for the effects of:














Long-lived assets impairments


1,682





159,353





—





Long-lived assets write-offs


9,571





44,653





7,243





Inventory write-downs


—





21,285





7,038





Goodwill impairment


—





14,713





40,875





Restructuring expenses and other


(2,176)





11,751





11,048





Foreign currency (gains) losses


720





3,477





2,462




Total pre-tax adjustments


9,797





255,232





68,666




















Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods


7,432





(50,653)





(13,211)




Discrete tax items:













    Share-based compensation


13





2





16




    Uncertain tax positions


3,033





1,276





(55)




    U.S. CARES Act


—





—





—




    Tax reform


—





272





—




    Valuation allowances


5,635





59,667





6,599




    Other


889





(356)





(278)





Total discrete tax adjustments


9,570





60,861





6,282





Total of adjustments


26,799





265,440





61,737




Adjusted Net Income (Loss)


$

1,799



$

0.02



$

2,528



$

0.03



$

(17,628)



$

(0.18)


Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)




99,712





99,721





99,297




















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




















For the Year Ended







Dec 31, 2020

Dec 31, 2019










Net Income
(Loss)


Diluted EPS


Net Income
(Loss)


Diluted EPS










(in thousands, except per share amounts)








Net income (loss) and diluted EPS as reported in accordance with GAAP






$

(496,751)



$

(5.01)



$

(348,444)



$

(3.52)


Pre-tax adjustments for the effects of:














Long-lived assets impairments






70,445





159,353





Long-lived assets write-offs






24,142





44,653





Inventory write-downs






7,038





21,285





Goodwill impairment






343,880





14,713





Restructuring expenses and other






21,210





11,751





Foreign currency (gains) losses






14,140





6,320




Total pre-tax adjustments






480,855





258,075




















Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods






(53,465)





(51,250)




Discrete tax items:













    Share-based compensation






1,032





989




    Uncertain tax positions






(5,939)





3,046




    U.S. CARES Act






(32,625)





—




    Tax reform






—





(8,220)




    Valuation allowances






80,687





61,174




    Other






(326)





2,018





Total discrete tax adjustments






42,829





59,007





Total of adjustments






470,219





265,832




Adjusted Net Income (Loss)






$

(26,532)



$

(0.27)



$

(82,612)



$

(0.84)


Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)








99,233





98,876




















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, 2020


Dec 31, 2019


Sep 30, 2020


Dec 31, 2020


Dec 31, 2019






($ in thousands)















Net income (loss)



$

(25,000)



$

(262,912)



$

(79,365)



$

(496,751)



$

(348,444)


Depreciation and amortization



46,450



110,070



87,551



528,895



263,427



Subtotal



21,450



(152,842)



8,186



32,144



(85,017)


Interest expense, net of interest income


9,696



10,354



8,836



40,817



34,818


Amortization included in interest expense


322



(335)



317



639



(1,345)


Provision (benefit) for income taxes



15,405



(4,358)



7,204



(2,146)



17,623



EBITDA



46,873



(147,181)



24,543



71,454



(33,921)


Adjustments for the effects of:













Long-lived assets impairments



1,682



159,353



—



70,445



159,353



Inventory write-downs



—



21,285



7,038



7,038



21,285



Restructuring expenses and other



(2,176)



11,751



11,048



21,210



11,751



Foreign currency (gains) losses



720



3,477



2,462



14,140



6,320




Total of adjustments



226



195,866



20,548



112,833



198,709



Adjusted EBITDA



$

47,099



$

48,685



$

45,091



$

184,287



$

164,788
















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, 2020


Dec 31, 2019


Sep 30, 2020


Dec 31, 2020


Dec 31, 2019




(in thousands)

Net Income (loss)


$

(25,000)



$

(262,912)



$

(79,365)



$

(496,751)



$

(348,444)


Non-cash adjustments:












Depreciation and amortization, including goodwill impairment


46,450



110,070



87,551



528,895



263,427



Long-lived assets impairments


1,682



159,353



—



70,445



159,353



Other non-cash


4,209



21,340



9,423



9,047



16,436


Other increases (decreases) in cash from operating activities


76,943



17,551



9,386



25,011



66,797


Cash flow provided by (used in) operating activities


104,284



45,402



26,995



136,647



157,569


Purchases of property and equipment


(14,847)



(18,837)



(7,980)



(60,687)



(147,684)


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 taxes








$

(25,000)



$

20,000


Depreciation and amortization








145,000



150,000



Subtotal








120,000



170,000


Interest expense, net of interest income








40,000



40,000



Adjusted EBITDA








$

160,000



$

210,000

































For the Three Months Ended










March 31, 2021










Low


High










(in thousands)

Income (loss) before income taxes








$

—



$

3,000


Depreciation and amortization








35,000



37,000



Subtotal








35,000



40,000


Interest expense, net of interest income








10,000



10,000



Adjusted EBITDA








$

45,000



$

50,000

















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


Unallocated
Expenses


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

14,477



$

12,218



$

(9,940)



$

892



$

16,525



$

(33,692)



$

480


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 other


221



(3,489)



643



422



27



—



(2,176)




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 reported in accordance with GAAP


13

%


12

%


(15)

%


2

%


19

%




—

%

Operating income (loss)% using adjusted amounts


13

%


9

%


2

%


3

%


19

%




2

%



























For the Three Months Ended December 31, 2019 *





SSR


MP


OPG


IMDS


ADTech


Unallocated
Expenses


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

(21,650)



$

4,660



$

(167,221)



$

(48,858)



$

12,360



$

(33,461)



$

(254,170)


Adjustments for the effects of:















Long-lived assets impairments


—



—



142,615



16,738



—



—



159,353



Long-lived assets write-offs


11,340



482



18,723



14,108



—



—



44,653



Inventory write-downs


15,433



2,107



2,771



719



255



—



21,285



Goodwill impairment


—



—



—



14,713



—



—



14,713



Restructuring expenses and other


4,228



757



3,526



3,082



102



56



11,751




Total of adjustments


31,001



3,346



167,635



49,360



357



56



251,755



















Adjusted Operating Income (Loss)


$

9,351



$

8,006



$

414



$

502



$

12,717



$

(33,405)



$

(2,415)



















Revenue


$

151,104



$

163,862



$

91,773



$

68,029



$

86,042





$

560,810


Operating income (loss) % as reported in accordance with GAAP


(14)

%


3

%


(182)

%


(72)

%


14

%




(45)

%

Operating income (loss)% using adjusted amounts


6

%


5

%


—

%


1

%


15

%




—

%


* Recast to reflect segment changes.
























For the Three Months Ended September 30, 2020





SSR


MP


OPG


IMDS


ADTech


Unallocated Expenses


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

2,127



$

(38,198)



$

(12,282)



$

793



$

13,097



$

(26,157)



$

(60,620)


Adjustments for the effects of:
















Long-lived assets write-offs


—



—



7,243



—



—



—



7,243



Inventory write-downs


7,038



—



—



—



—



—



7,038



Goodwill impairment


—



40,875



—



—



—



—



40,875



Restructuring expenses and other


2,535



2,559



5,326



83



545



—



11,048




Total of adjustments


9,573



43,434



12,569



83



545



—



66,204


Adjusted Operating Income (Loss)


$

11,700



$

5,236



$

287



$

876



$

13,642



$

(26,157)



$

5,584



















Revenue


$

119,617



$

110,416



$

73,212



$

53,933



$

82,565





$

439,743


Operating income (loss) % as reported in accordance with GAAP


2

%


(35)

%


(17)

%


1

%


16

%




(14)

%

Operating income (loss) % using adjusted amounts


10

%


5

%


—

%


2

%


17

%




1

%







Adjusted Operating Income (Loss) and Margins by Segment






For the Year Ended December 31, 2020





SSR


MP


OPG


IMDS


ADTech


Unallocated
Expenses


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

(65,817)



$

(88,253)



$

(105,680)



$

(121,675)



$

56,023



$

(120,677)



$

(446,079)


Adjustments for the effects of:















Long-lived assets impairments


—



61,074



8,826



545



—



—



70,445



Long-lived assets write-offs


7,328



—



16,644



170



—



—



24,142



Inventory write-downs


7,038



—



—



—



—



—



7,038



Goodwill impairment


102,118



52,263



66,285



123,214



—



—



343,880



Restructuring expenses and other


5,055



2,266



8,590



4,272



572



455



21,210




Total of adjustments


121,539



115,603



100,345



128,201



572



455



466,715



















Adjusted Operating Income (Loss)


$

55,722



$

27,350



$

(5,335)



$

6,526



$

56,595



$

(120,222)



$

20,636



















Revenue


$

493,332



$

477,419



$

289,127



$

226,938



$

341,073





$

1,827,889


Operating income (loss) % as reported in accordance with GAAP


(13)

%


(18)

%


(37)

%


(54)

%


16

%




(24)

%

Operating income (loss)% using adjusted amounts


11

%


6

%


(2)

%


3

%


17

%




1

%



























For the Year Ended December 31, 2019 *





SSR


MP


OPG


IMDS


ADTech


Unallocated
Expenses


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

11,627



$

5,730



$

(170,013)



$

(52,527)



$

42,574



$

(128,104)



$

(290,713)


Adjustments for the effects of:















Long-lived assets impairments


—



—



142,615



16,738



—



—



159,353



Long-lived assets write-offs


11,340



482



18,723



14,108



—



—



44,653



Inventory write-downs


15,433



2,107



2,771



719



255



—



21,285



Goodwill impairment


—



—



—



14,713



—



—



14,713



Restructuring expenses and other


4,228



757



3,526



3,082



102



56



11,751




Total of adjustments


31,001



3,346



167,635



49,360



357



56



251,755



















Adjusted Operating Income (Loss)


$

42,628



$

9,076



$

(2,378)



$

(3,167)



$

42,931



$

(128,048)



$

(38,958)



















Revenue


$

583,652



$

498,350



$

380,966



$

266,086



$

319,070





$

2,048,124


Operating income (loss) % as reported in accordance with GAAP


2

%


1

%


(45)

%


(20)

%


13

%




(14)

%

Operating income (loss)% using adjusted amounts


7

%


2

%


(1)

%


(1)

%


13

%




(2)

%


* 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





SSR


MP


OPG


IMDS


ADTech


Unallocated
Expenses
and other


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

14,477



$

12,218



$

(9,940)



$

892



$

16,525



$

(33,692)



$

480


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



Inventory write-downs


—



—



—



—



—



—



—



Restructuring expenses and other


221



(3,489)



643



422



27



—



(2,176)



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 reported in accordance with GAAP


13

%


12

%


(15)

%


2

%


19

%




—

%

EBITDA Margin


33

%


15

%


10

%


4

%


20

%




11

%

Adjusted EBITDA Margin


33

%


12

%


13

%


5

%


20

%




11

%



























For the Three Months Ended December 31, 2019 *





SSR


MP


OPG


IMDS


ADTech


Unallocated
Expenses
and other


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

(21,650)



$

4,660



$

(167,221)



$

(48,858)



$

12,360



$

(33,461)



$

(254,170)


Adjustments for the effects of:















Depreciation and amortization


44,170



5,779



27,286



30,990



646



1,199



110,070



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 impairments


—



—



142,615



16,738



—



—



159,353



Inventory write-downs


15,433



2,107



2,771



719



255



—



21,285



Restructuring expenses and other


4,228



757



3,526



3,082



102



56



11,751



Foreign currency (gains) losses


—



—



—



—



—



3,477



3,477




Total of adjustments


19,661



2,864



148,912



20,539



357



3,533



195,866


Adjusted EBITDA


$

42,181



$

13,303



$

8,977



$

2,671



$

13,363



$

(31,810)



$

48,685



















Revenue


$

151,104



$

163,862



$

91,773



$

68,029



$

86,042





$

560,810


Operating income (loss) % as reported in accordance with GAAP


(14)

%


3

%


(182)

%


(72)

%


14

%




(45)

%

EBITDA Margin


15

%


6

%


(152)

%


(26)

%


15

%




(26)

%

Adjusted EBITDA Margin


28

%


8

%


10

%


4

%


16

%




9

%


















* Recast to reflect segment changes.








For the Three Months Ended September 30, 2020





SSR


MP


OPG


IMDS


ADTech


Unallocated

Expenses
and other


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

2,127



$

(38,198)



$

(12,282)



$

793



$

13,097



$

(26,157)



$

(60,620)


Adjustments for the effects of:















Depreciation and amortization


25,144



44,028



15,147



866



654



1,712



87,551



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 write-downs


7,038



—



—



—



—



—



7,038



Restructuring expenses and other


2,535



2,559



5,326



83



545



—



11,048



Foreign currency (gains) losses


—



—



—



—



—



2,462



2,462




Total of adjustments


9,573



2,559



5,326



83



545



2,462



20,548


Adjusted EBITDA


$

36,844



$

8,389



$

8,191



$

1,742



$

14,296



$

(24,371)



$

45,091



















Revenue


$

119,617



$

110,416



$

73,212



$

53,933



$

82,565





$

439,743


Operating income (loss) % as reported in accordance with GAAP


2

%


(35)

%


(17)

%


1

%


16

%




(14)

%

EBITDA Margin


23

%


5

%


4

%


3

%


17

%




6

%

Adjusted EBITDA Margin


31

%


8

%


11

%


3

%


17

%




10

%
























EBITDA and Adjusted EBITDA and Margins by Segment






For the Year Ended December 31, 2020





SSR


MP


OPG


IMDS


ADTech


Unallocated

Expenses

and other


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

(65,817)



$

(88,253)



$

(105,680)



$

(121,675)



$

56,023



$

(120,677)



$

(446,079)


Adjustments for the effects of:















Depreciation and amortization


212,621



66,772



115,288



127,221



2,666



4,327



528,895



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 impairments


—



61,074



8,826



545



—



—



70,445



Inventory write-downs


7,038



—



—



—



—



—



7,038



Restructuring expenses and other


5,055



2,266



8,590



4,272



572



455



21,210



Foreign currency (gains) losses


—



—



—



—



—



14,140



14,140




Total of adjustments


12,093



63,340



17,416



4,817



572



14,595



112,833


Adjusted EBITDA


$

158,897



$

41,859



$

27,024



$

10,363



$

59,261



$

(113,117)



$

184,287



















Revenue


$

493,332



$

477,419



$

289,127



$

226,938



$

341,073





$

1,827,889


Operating income (loss) % as reported in accordance with GAAP


(13)

%


(18)

%


(37)

%


(54)

%


16

%




(24)

%

EBITDA Margin


30

%


(4)

%


3

%


2

%


17

%




4

%

Adjusted EBITDA Margin


32

%


9

%


9

%


5

%


17

%




10

%



























For the Year Ended December 31, 2019 *





SSR


MP


OPG


IMDS


ADTech


Unallocated

Expenses

and other


Total





($ in thousands)

Operating Income (Loss) as reported in accordance with GAAP


$

11,627



$

5,730



$

(170,013)



$

(52,527)



$

42,574



$

(128,104)



$

(290,713)


Adjustments for the effects of:















Depreciation and amortization


140,087



20,732



58,044



37,160



2,644



4,760



263,427



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 impairments


—



—



142,615



16,738



—



—



159,353



Inventory write-downs


15,433



2,107



2,771



719



255



—



21,285



Restructuring expenses and other


4,228



757



3,526



3,082



102



56



11,751



Foreign currency (gains) losses


—



—



—



—



—



6,320



6,320




Total of adjustments


19,661



2,864



148,912



20,539



357



6,376



198,709


Adjusted EBITDA


$

171,375



$

29,326



$

36,943



$

5,172



$

45,575



$

(123,603)



$

164,788



















Revenue


$

583,652



$

498,350



$

380,966



$

266,086



$

319,070





$

2,048,124


Operating income (loss) % as reported in accordance with GAAP


2

%


1

%


(45)

%


(20)

%


13

%




(14)

%

EBITDA Margin


26

%


5

%


(29)

%


(6)

%


14

%




(2)

%

Adjusted EBITDA Margin


29

%


6

%


10

%


2

%


14

%




8

%


















* Recast to reflect segment changes.

 

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

SOURCE Oceaneering International, Inc.

Copyright 2021 PR Newswire

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