Oceaneering Reports Fourth Quarter and Full Year 2020 Results

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



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



                                                                                                                                     
             
            (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     
     Total
                                                                                                                                                                                                                                              Expenses



                                                                                                                                                             
              
                ($ 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     
     Total
                                                                                                                                                                                                                                              Expenses



                                                                                                                                                             
              
                ($ 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     (14)
            %                          3
     %                             (182)                                          (72)
       accordance with GAAP                                                                                                     %                                             %                                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      2
            %                         (35)                        (17)
       accordance with GAAP                                                                %                           %                            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   
           Total
                                                                                                                                                                                                                                             Expenses



                                                                                                                                                                 
              
                ($ 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   
           Total
                                                                                                                                                                                                                                             Expenses



                                                                                                                                                                 
              
                ($ 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         
     Total
                                                                                                                                                                                                                                            Expenses
                                                                                                                                                                                                                                           and other



                                                                                                                                                            
              
                ($ 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         
     Total
                                                                                                                                                                                                                                            Expenses
                                                                                                                                                                                                                                           and other



                                                                                                                                                            
              
                ($ 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     (14)
            %                         3
     %                            (182)                                        (72)
       accordance with GAAP                                                                                                   %                                           %                                  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        
     Total

                                                                                                                                                                                                                                  Expenses
                                                                                                                                                                                                                           and other



                                                                                                                                                    
              
                ($ 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       2
            %                          (35)                            (17)
       accordance with GAAP                                                                  %                               %                           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   
           Total

                                                                                                                                                                                                                                                    Expenses

                                                                                                                                                                                                                                                   and other



                                                                                                                                                                 
              
                ($ 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   
           Total

                                                                                                                                                                                                                                                    Expenses

                                                                                                                                                                                                                                                   and other



                                                                                                                                                                 
              
                ($ 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.

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

SOURCE Oceaneering International, Inc.