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      Oceaneering Reports Second Quarter 2020 Results


      News provided by

      Oceaneering International, Inc.

      Jul 29, 2020, 17:01 ET

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      HOUSTON, July 29, 2020 /PRNewswire/ -- Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $24.8 million, or $(0.25) per share, on revenue of $427 million for the three months ended June 30, 2020.  Adjusted net loss was $14.2 million, or $(0.14) per share, reflecting the impact of $9.6 million of pre-tax adjustments associated with restructuring expenses and foreign exchange losses recognized during the quarter and $3.3 million of other discrete tax adjustments.

      During the prior quarter ended March 31, 2020, Oceaneering reported a net loss of $368 million, or $(3.71) per share, on revenue of $537 million.  Adjusted net income was $3.5 million, or $0.04 per share, reflecting the impact of $393 million of pre-tax adjustments, primarily $379 million associated with goodwill impairments, asset impairments and write-offs recognized during the quarter.

      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, 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


      Six Months Ended



      Jun 30,


      Mar 31,


      Jun 30,










      2020


      2019


      2020


      2020


      2019












      Revenue


      $

      427,216



      $

      495,781



      $

      536,668



      $

      963,884



      $

      989,667


      Gross Margin


      42,537



      41,983



      46,752



      89,289



      69,570


      Income (Loss) from Operations


      (5,182)



      (9,635)



      (380,757)



      (385,939)



      (31,349)


      Net Income (Loss)


      (24,788)



      (35,182)



      (367,598)



      (392,386)



      (60,009)













      Diluted Earnings (Loss) Per Share


      $

      (0.25)



      $

      (0.36)



      $

      (3.71)



      $

      (3.96)



      $

      (0.61)







      Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "Considering all of the uncertainties surrounding the crude oil markets and the COVID-19 pandemic, we were satisfied with our second quarter 2020 results.  For the second quarter, we generated adjusted EBITDA of $40.5 million, exceeding consensus estimates, and we generated $26.9 million of free cash flow.  These positive results were partially attributable to our actions to substantially reduce structural costs in light of an expected continuation of lower demand for our services and products.  The positive effect of these cost reductions is reflected in our 9% consolidated adjusted EBITDA margin for the second quarter of 2020, which declined by only 14 basis points as compared to the first quarter of 2020, despite a 20% decrease in revenue.

      "As expected, compared to the first quarter of 2020, the aggregate result of our energy segments declined during the second quarter of 2020.  However, this decline was partially offset by improved performance in our non-energy segment, Advanced Technologies, and lower Unallocated Expenses.  We did experience some operational disruptions and delays due to COVID-19 during the second quarter but the safety protocols we, and the industry, put into place in response to the pandemic limited impacts to our employees and customers.

      "Sequentially, ROV adjusted operating performance declined as anticipated, primarily due to the lower number of working drilling rigs.  This led to fewer days on hire for drill support services that were slightly offset by a marginal increase in days on hire for vessel-based services.  Our fleet use during the quarter was 64% in drill support and 36% in vessel-based activity, compared to 68% and 32%, respectively, during the first quarter.  Revenue declined 12%, primarily due to a 9% decrease in ROV days on hire.  ROV adjusted EBITDA margin remained relatively unchanged at 31% during the second quarter of 2020 as compared to the adjusted EBITDA margin of 32% achieved during the first quarter of 2020.

      "At the end of June 2020 our ROV fleet size was 250, unchanged from the first quarter.  For the second quarter, utilization was 59%, down from 65% achieved for the quarter ended March 31, 2020.  As of June 30, 2020, we had ROV contracts on 86 of the 139 floating rigs under contract, resulting in a drill support market share of 62%.

      "Subsea Products adjusted operating results declined during the second quarter of 2020, as compared to the first quarter of 2020, on significantly lower revenue.  Revenue in our manufactured products business was impacted by the delayed receipt of materials, customer-driven project delays, and reduced working hours due to COVID-19.  Revenue in our service and rental business declined due to decreased activity, including the uncertainty of timing of our riserless light well intervention project in Angola.  Persistent cost-reduction efforts helped us to achieve an adjusted operating margin consistent with the margin generated in the first quarter of 2020.

      "Our Subsea Products backlog at June 30, 2020 was $486 million, compared to our March 31, 2020 backlog of $528 million.  As expected, there were low levels of bookings during the second quarter, as many of our customers delayed investment decisions due to the uncertainties regarding oil prices and potential COVID-19-related operating risks.  Revenue replacement during the quarter was 67% and our book-to-bill ratio for the trailing 12 months was 0.83.

      "The second quarter 2020 Subsea Projects adjusted operating performance improved, as compared to the first quarter of 2020, on lower revenue.  Revenue declined due to decreased customer activity, but we were pleased that adjusted operating results improved due to better project execution and ongoing cost-reduction activity.  Asset Integrity's adjusted operating results declined sequentially on lower revenue and as a result of non-recurring costs on certain completed projects.

      "For our non-energy segment, Advanced Technologies, second quarter 2020 adjusted operating results improved sequentially due to good performance from our government businesses.  COVID-19 continues to adversely affect our commercial businesses.  However cost reduction measures implemented during the first quarter of 2020 limited the financial impact on our second quarter 2020 results.  Unallocated Expenses for the quarter were sequentially lower as the return on market-based assets held in a trust for the benefit of certain post-retirement obligations improved, as compared to a first quarter loss.  Additionally, we had reduced information technology costs during the quarter.

      "For the second quarter of 2020, our cash balance increased to $334 million, as we generated $26.9 million of free cash flow, largely driven by positive contributions from operations and working capital, and continued scrutiny of our capital expenditures.

      "Although we are encouraged by our second quarter 2020 results, uncertainty remains for the rest of 2020.  Many of the markets we serve will likely continue to be impacted by the effects of and associated responses to COVID-19, as well as potential reductions in customer spending as a consequence of the volatility in the macro drivers surrounding commodity prices.  As a result, we are not providing segment financial guidance for the third quarter or second half of 2020.  We affirm that Unallocated Expenses are forecast to be in the high-$20 million range per quarter.  For the year, we affirm guidance for capital expenditures in the range of $45 million to $65 million, our cash tax payments in the range of $30 million to $35 million, and our expectation of CARES Act tax refunds in the range of $16 million to $34 million.

      "In our first quarter 2020 earnings release, we outlined our plan for a targeted reduction of annualized expenses in the range of $125 million to $160 million by the end of 2020, inclusive of $35 million to $40 million of reduced depreciation expense.  These cost reduction efforts are progressing well, and we estimate that, since launching those efforts, approximately $85 million of annualized cost reductions have been initiated, with additional savings expected to be achieved throughout the remainder of the year. We continue to expect the cash costs associated with these actions to approximate $15 million in 2020.

      "Preserving our liquidity and balance sheet remains a high priority in the current environment.  We expect to generate positive free cash flow for the full year of 2020 based on actions we are taking to achieve cost reductions, reduced capital spending, lower cash taxes, our expectation for CARES Act tax refunds, and cash expected to be generated from working capital for the remainder of the year."

      This release contains "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995, including, without limitation, statements as to the expectations, beliefs, future expected business and financial performance and prospects of Oceaneering.  More specifically, the forward-looking statements in this press release include the statements concerning Oceaneering's: forecasted Unallocated Expenses per quarter, and annual capital expenditures and cash tax payments; targeted reduction range of annualized expenses, including depreciation expense; timing and anticipation of additional savings from cost reduction actions already initiated; cash costs associated with cost reduction actions; belief in generating positive free cash flow during 2020, and the bases for that belief, including expectations regarding: actions to achieve cost reductions, capital spending, cash taxes, CARES Act tax refunds, and cash from working capital for the remainder of the year.

      The forward-looking statements included in this release are based on our current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements.  Among the factors that could cause actual results to differ materially include: factors affecting the level of activity in the oil and gas industry, including worldwide demand for and prices of oil and natural gas, oil and natural gas production growth and the supply and demand of offshore drilling rigs; actions by members of OPEC and other oil exporting countries; decisions about offshore developments to be made by oil and gas exploration, development and production companies; the use of subsea completions and our ability to capture associated market share; general economic and business conditions and industry trends; the strength of the industry segments in which we are involved; the continuing effects of the COVID-19 pandemic and the governmental, customer, supplier, and other responses thereto; cancellations of contracts, change orders and other contractual modifications and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in tax laws, regulations and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks.  For a more complete discussion of these and other risk factors, please see Oceaneering's latest annual report on Form 10-K and subsequent quarterly reports on Form 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, entertainment, and aerospace 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
      [email protected] 

      OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES



















      CONDENSED CONSOLIDATED BALANCE SHEETS


































      Jun 30,
      2020


      Dec 31,
      2019














      (in thousands)

      ASSETS

















      Current assets (including cash and cash equivalents of $333,509 and $373,655)






      $

      1,131,908



      $

      1,244,436



      Net property and equipment







      647,864



      776,532



      Other assets










      349,012



      719,695





      Total Assets






      $

      2,128,784



      $

      2,740,663




















      LIABILITIES AND EQUITY










      Current liabilities










      $

      452,444



      $

      600,956



      Long-term debt










      806,006



      796,516



      Other long-term liabilities






      244,925



      267,782



      Equity










      625,409



      1,075,409





      Total Liabilities and Equity






      $

      2,128,784



      $

      2,740,663




















      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS




























      For the Three Months Ended


      For the Six Months Ended










      Jun 30,
      2020


      Jun 30,
      2019


      Mar 31,
      2020


      Jun 30,

      2020


      Jun 30,
      2019










      (in thousands, except per share amounts)




















      Revenue






      $

      427,216



      $

      495,781



      $

      536,668



      $

      963,884



      $

      989,667



      Cost of services and products


      384,679



      453,798



      489,916



      874,595



      920,097




      Gross margin


      42,537



      41,983



      46,752



      89,289



      69,570



      Selling, general and administrative expense


      47,719



      51,618



      55,741



      103,460



      100,919



      Long-lived assets impairments


      —



      —



      68,763



      68,763



      —



      Goodwill impairment


      —



      —



      303,005



      303,005



      —




      Income (loss) from operations




      (5,182)



      (9,635)



      (380,757)



      (385,939)



      (31,349)



      Interest income






      511



      1,848



      1,277



      1,788



      4,452



      Interest expense, net of amounts capitalized


      (11,611)



      (10,199)



      (12,462)



      (24,073)



      (19,623)



      Equity in income (losses) of unconsolidated affiliates


      674



      —



      1,197



      1,871



      (164)



      Other income (expense), net


      (3,660)



      7



      (7,128)



      (10,788)



      726




      Income (loss) before income taxes


      (19,268)



      (17,979)



      (397,873)



      (417,141)



      (45,958)



      Provision (benefit) for income taxes


      5,520



      17,203



      (30,275)



      (24,755)



      14,051




      Net Income (Loss)


      $

      (24,788)



      $

      (35,182)



      $

      (367,598)



      $

      (392,386)



      $

      (60,009)




















      Weighted average diluted shares outstanding


      99,273



      98,929



      99,055



      99,164



      98,822


      Diluted earnings (loss) per share


      $

      (0.25)



      $

      (0.36)



      $

      (3.71)



      $

      (3.96)



      $

      (0.61)




















      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 Six Months Ended







      Jun 30, 2020


      Jun 30, 2019


      Mar 31, 2020


      Jun 30, 2020


      Jun 30, 2019







      ($ in thousands)












      Remotely Operated Vehicles














      Revenue



      $

      98,778



      $

      120,363



      $

      111,780



      $

      210,558



      $

      220,709



      Gross margin



      $

      13,788



      $

      17,360



      $

      18,112



      $

      31,900



      $

      26,781


      Operating income (loss)



      $

      5,975



      $

      8,688



      $

      9,066



      $

      15,041



      $

      10,106


      Operating income (loss) %



      6

      %


      7

      %


      8

      %


      7

      %


      5

      %


      Days available



      22,750



      25,006



      22,750



      45,500



      49,512



      Days utilized



      13,501



      15,423



      14,853



      28,354



      28,365



      Utilization



      59

      %


      62

      %


      65

      %


      62

      %


      57

      %
















      Subsea Products














      Revenue



      $

      130,655



      $

      138,910



      $

      194,838



      $

      325,493



      $

      267,754



      Gross margin



      $

      21,578



      $

      21,029



      $

      28,639



      $

      50,217



      $

      33,344


      Operating income (loss)



      $

      9,068



      $

      7,413



      $

      (91,858)



      $

      (82,790)



      $

      6,937


      Operating income (loss) %



      7

      %


      5

      %


      (47)

      %


      (25)

      %


      3

      %

      Backlog at end of period



      $

      486,000



      $

      596,000



      $

      528,000



      $

      486,000



      $

      596,000

















      Subsea Projects














      Revenue



      $

      56,326



      $

      75,104



      $

      61,455



      $

      117,781



      $

      164,832



      Gross margin



      $

      6,331



      $

      5,472



      $

      (2,114)



      $

      4,217



      $

      14,505


      Operating income (loss)



      $

      845



      $

      87



      $

      (145,290)



      $

      (144,445)



      $

      2,979


      Operating income (loss) %



      2

      %


      —

      %


      (236)

      %


      (123)

      %


      2

      %
















      Asset Integrity














      Revenue



      $

      48,077



      $

      61,156



      $

      59,132



      $

      107,209



      $

      121,845



      Gross margin



      $

      4,155



      $

      6,423



      $

      8,729



      $

      12,884



      $

      12,695


      Operating income (loss)



      $

      (2,598)



      $

      (1,302)



      $

      (109,441)



      $

      (112,039)



      $

      (2,015)


      Operating income (loss) %



      (5)

      %


      (2)

      %


      (185)

      %


      (105)

      %


      (2)

      %
















      Advanced Technologies














      Revenue



      $

      93,380



      $

      100,248



      $

      109,463



      $

      202,843



      $

      214,527



      Gross margin



      $

      15,089



      $

      13,386



      $

      13,428



      $

      28,517



      $

      28,634


      Operating income (loss)



      $

      9,707



      $

      7,241



      $

      (10,585)



      $

      (878)



      $

      16,840


      Operating income (loss) %



      10

      %


      7

      %


      (10)

      %


      —

      %


      8

      %















      Unallocated Expenses













      Gross margin



      $

      (18,404)



      $

      (21,687)



      $

      (20,042)



      $

      (38,446)



      $

      (46,389)


      Operating income (loss)



      $

      (28,179)



      $

      (31,762)



      $

      (32,649)



      $

      (60,828)



      $

      (66,196)















      Total


















      Revenue



      $

      427,216



      $

      495,781



      $

      536,668



      $

      963,884



      $

      989,667



      Gross margin



      $

      42,537



      $

      41,983



      $

      46,752



      $

      89,289



      $

      69,570


      Operating income (loss)



      $

      (5,182)



      $

      (9,635)



      $

      (380,757)



      $

      (385,939)



      $

      (31,349)


      Operating income (loss) %



      (1)

      %


      (2)

      %


      (71)

      %


      (40)

      %


      (3)

      %


      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.
















      SELECTED CASH FLOW INFORMATION


















      For the Three Months Ended


      For the Six Months Ended







      Jun 30, 2020


      Jun 30, 2019


      Mar 31, 2020


      Jun 30, 2020


      Jun 30, 2019







      (in thousands)













      Capital Expenditures, including Acquisitions



      $

      10,631



      $

      40,898



      $

      27,229



      $

      37,860



      70,862














      Depreciation and amortization:












      Energy Services and Products













      Remotely Operated Vehicles



      $

      22,892



      $

      26,871



      $

      25,725



      $

      48,617



      $

      54,861



      Subsea Products



      10,024



      12,366



      62,454



      72,478



      25,357



      Subsea Projects



      4,597



      7,550



      143,346



      147,943



      15,432



      Asset Integrity



      190



      1,570



      111,385



      111,575



      3,204


      Total Energy Services and Products



      37,703



      48,357



      342,910



      380,613



      98,854


      Advanced Technologies



      634



      765



      12,178



      12,812



      1,595


      Unallocated Expenses



      361



      1,182



      1,108



      1,469



      2,341



      Total Depreciation and Amortization



      $

      38,698



      $

      50,304



      $

      356,196



      $

      394,894



      $

      102,790

















      Goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, was $310 million in the three months ended March 31, 2020 and the six months ended June 30, 2020.
















      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 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.


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






















      For the Three Months Ended






      Jun 30, 2020

      Jun 30, 2019

      Mar 31, 2020






      Net Income
      (Loss)


      Diluted EPS


      Net Income
      (Loss)


      Diluted EPS


      Net Income
      (Loss)


      Diluted EPS






      (in thousands, except per share amounts)








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


      $

      (24,788)



      $

      (0.25)



      $

      (35,182)



      $

      (0.36)



      $

      (367,598)



      $

      (3.71)


      Pre-tax adjustments for the effects of:














      Long-lived assets impairments


      —





      —





      68,763





      Long-lived assets write-offs


      —





      —





      7,328





      Goodwill impairment


      —





      —





      303,005





      Restructuring expenses and other


      5,708





      —





      6,630





      Foreign currency (gains) losses


      3,908





      (59)





      7,050




      Total pre-tax adjustments


      9,616





      (59)





      392,776




















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


      (2,331)





      12





      (45,355)




      Discrete tax items:













          Share-based compensation


      16





      1





      987




          Uncertain tax positions


      735





      1,268





      (9,652)




          U.S. CARES Act


      1,159





      —





      (33,784)




          Valuation allowances


      3,245





      —





      65,208




          Other


      (1,887)





      2,436





      950





      Total discrete tax adjustments


      3,268





      3,705





      23,709





      Total of adjustments


      10,553





      3,658





      371,130




      Adjusted Net Income (Loss)


      $

      (14,235)



      $

      (0.14)



      $

      (31,524)



      $

      (0.32)



      $

      3,532



      $

      0.04


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




      99,273





      98,929





      99,649


































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


























      For the Six Months Ended







      Jun 30, 2020

      Jun 30, 2019










      Net Income
      (Loss)


      Diluted EPS


      Net Income

      (Loss)


      Diluted EPS










      (in thousands, except per share amounts)








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






      $

      (392,386)



      $

      (3.96)



      $

      (60,009)



      $

      (0.61)


      Pre-tax adjustments for the effects of:














      Long-lived assets impairments






      68,763





      —





      Long-lived assets write-offs






      7,328





      —





      Goodwill impairment






      303,005





      —





      Restructuring expenses and other






      12,338





      —





      Foreign currency (gains) losses






      10,958





      (673)




      Total pre-tax adjustments






      402,392





      (673)




















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






      (47,686)





      141




      Discrete tax items:













          Share-based compensation






      1,003





      987




          Uncertain tax positions






      (8,917)





      2,290




          U.S. CARES Act






      (32,625)





      —




          Valuation allowances






      68,453





      1,539




          Other






      (937)





      295





      Total discrete tax adjustments






      26,977





      5,111





      Total of adjustments






      381,683





      4,579




      Adjusted Net Income (Loss)






      $

      (10,703)



      $

      (0.11)



      $

      (55,430)



      $

      (0.56)


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








      99,164





      98,822
































      EBITDA and Adjusted EBITDA and Margins




















      For the Three Months Ended


      For the Six Months Ended






      Jun 30, 2020


      Jun 30, 2019


      Mar 31, 2020


      Jun 30, 2020


      Jun 30, 2019






      ($ in thousands)















      Net income (loss)



      $

      (24,788)



      $

      (35,182)



      $

      (367,598)



      $

      (392,386)



      $

      (60,009)


      Depreciation and amortization



      38,698



      50,304



      356,196



      394,894



      102,790



      Subtotal



      13,910



      15,122



      (11,402)



      2,508



      42,781


      Interest expense, net of interest income


      11,100



      8,351



      11,185



      22,285



      15,171


      Amortization included in interest expense


      333



      (335)



      (333)



      —



      (675)


      Provision (benefit) for income taxes



      5,520



      17,203



      (30,275)



      (24,755)



      14,051



      EBITDA



      30,863



      40,341



      (30,825)



      38



      71,328


      Adjustments for the effects of:













      Long-lived assets impairments



      —



      —



      68,763



      68,763



      —



      Restructuring expenses and other



      5,708



      —



      6,630



      12,338



      —



      Foreign currency (gains) losses



      3,908



      (59)



      7,050



      10,958



      (673)




      Total of adjustments



      9,616



      (59)



      82,443



      92,059



      (673)



      Adjusted EBITDA



      $

      40,479



      $

      40,282



      $

      51,618



      $

      92,097



      $

      70,655
















      Revenue



      $

      427,216



      $

      495,781



      $

      536,668



      $

      963,884



      $

      989,667
















      EBITDA margin %



      7

      %


      8

      %


      (6)

      %


      —

      %


      7

      %

      Adjusted EBITDA margin %



      9

      %


      8

      %


      10

      %


      10

      %


      7

      %















      Free Cash Flow
















      For the Three Months Ended


      For the Six Months Ended




      Jun 30, 2020


      Jun 30, 2019


      Mar 31, 2020


      Jun 30, 2020


      Jun 30, 2019




      (in thousands)

      Net Income (loss)


      $

      (24,788)



      $

      (35,182)



      $

      (367,598)



      $

      (392,386)



      $

      (60,009)


      Non-cash adjustments:












      Depreciation and amortization, including goodwill impairment


      38,698



      50,304



      356,196



      394,894



      102,790



      Other non-cash


      41



      495



      64,137



      64,178



      557


      Other increases (decreases) in cash from operating activities


      23,567



      37,968



      (84,885)



      (61,318)



      29,371


      Cash flow provided by (used in) operating activities


      37,518



      53,585



      (32,150)



      5,368



      72,709


      Purchases of property and equipment


      (10,631)



      (40,898)



      (27,229)



      (37,860)



      (70,862)


      Free Cash Flow


      $

      26,887



      $

      12,687



      $

      (59,379)



      $

      (32,492)



      $

      1,847





























      Adjusted Operating Income (Loss) and Margins by Segment






      For the Three Months Ended June 30, 2020





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      5,975



      $

      9,068



      $

      845



      $

      (2,598)



      $

      9,707



      $

      (28,179)



      $

      (5,182)


      Adjustments for the effects of:















      Restructuring expenses and other


      1,336



      1,646



      1,250



      1,536



      (235)



      175



      5,708




      Total of adjustments


      1,336



      1,646



      1,250



      1,536



      (235)



      175



      5,708



















      Adjusted Operating Income (Loss)


      $

      7,311



      $

      10,714



      $

      2,095



      $

      (1,062)



      $

      9,472



      $

      (28,004)



      $

      526



















      Revenue


      $

      98,778



      $

      130,655



      $

      56,326



      $

      48,077



      $

      93,380





      $

      427,216


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


      6

      %


      7

      %


      2

      %


      (5)

      %


      10

      %




      (1)

      %

      Operating income (loss)% using adjusted amounts


      7

      %


      8

      %


      4

      %


      (2)

      %


      10

      %




      —

      %






















      For the Three Months Ended June 30, 2019





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      8,688



      $

      7,413



      $

      87



      $

      (1,302)



      $

      7,241



      $

      (31,762)



      $

      (9,635)



















      Adjusted Operating Income (Loss)


      $

      8,688



      $

      7,413



      $

      87



      $

      (1,302)



      $

      7,241



      $

      (31,762)



      $

      (9,635)



















      Revenue


      $

      120,363



      $

      138,910



      $

      75,104



      $

      61,156



      $

      100,248





      $

      495,781


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


      7

      %


      5

      %


      —

      %


      (2)

      %


      7

      %




      (2)

      %

      Operating income (loss)% using adjusted amounts


      7

      %


      5

      %


      —

      %


      (2)

      %


      7

      %




      (2)

      %





      Adjusted Operating Income (Loss) and Margins by Segment























      For the Three Months Ended March 31, 2020





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      9,066



      $

      (91,858)



      $

      (145,290)



      $

      (109,441)



      $

      (10,585)



      $

      (32,649)



      $

      (380,757)


      Adjustments for the effects of:
















      Long-lived assets impairments


      —



      54,859



      7,689



      —



      6,215



      —



      68,763



      Long-lived assets write-offs


      —



      —



      7,328



      —



      —



      —



      7,328



      Goodwill impairment


      —



      51,302



      129,562



      110,753



      11,388



      —



      303,005



      Restructuring expenses and other


      713



      1,668



      1,480



      1,694



      795



      280



      6,630




      Total of adjustments


      713



      107,829



      146,059



      112,447



      18,398



      280



      385,726


      Adjusted Operating Income (Loss)


      $

      9,779



      $

      15,971



      $

      769



      $

      3,006



      $

      7,813



      $

      (32,369)



      $

      4,969



















      Revenue


      $

      111,780



      $

      194,838



      $

      61,455



      $

      59,132



      $

      109,463





      $

      536,668


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


      8

      %


      (47)

      %


      (236)

      %


      (185)

      %


      (10)

      %




      (71)

      %

      Operating income (loss) % using adjusted amounts


      9

      %


      8

      %


      1

      %


      5

      %


      7

      %




      1

      %





      Adjusted Operating Income (Loss) and Margins by Segment






      For the Six Months Ended June 30, 2020





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      15,041



      $

      (82,790)



      $

      (144,445)



      $

      (112,039)



      $

      (878)



      $

      (60,828)



      $

      (385,939)


      Adjustments for the effects of:















      Long-lived assets impairments


      —



      54,859



      7,689



      —



      6,215



      —



      68,763



      Long-lived assets write-offs


      —



      —



      7,328



      —



      —



      —



      7,328



      Goodwill impairment


      —



      51,302



      129,562



      110,753



      11,388



      —



      303,005



      Restructuring expenses and other


      2,049



      3,314



      2,730



      3,230



      560



      455



      12,338




      Total of adjustments


      2,049



      109,475



      147,309



      113,983



      18,163



      455



      391,434



















      Adjusted Operating Income (Loss)


      $

      17,090



      $

      26,685



      $

      2,864



      $

      1,944



      $

      17,285



      $

      (60,373)



      $

      5,495



















      Revenue


      $

      210,558



      $

      325,493



      $

      117,781



      $

      107,209



      $

      202,843





      $

      963,884


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


      7

      %


      (25)

      %


      (123)

      %


      (105)

      %


      —

      %




      (40)

      %

      Operating income (loss)% using adjusted amounts


      8

      %


      8

      %


      2

      %


      2

      %


      9

      %




      1

      %






















      For the Six Months Ended June 30, 2019





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      10,106



      $

      6,937



      $

      2,979



      $

      (2,015)



      $

      16,840



      $

      (66,196)



      $

      (31,349)



















      Adjusted Operating Income (Loss)


      $

      10,106



      $

      6,937



      $

      2,979



      $

      (2,015)



      $

      16,840



      $

      (66,196)



      $

      (31,349)



















      Revenue


      $

      220,709



      $

      267,754



      $

      164,832



      $

      121,845



      $

      214,527





      $

      989,667


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


      5

      %


      3

      %


      2

      %


      (2)

      %


      8

      %




      (3)

      %

      Operating income (loss)% using adjusted amounts


      5

      %


      3

      %


      2

      %


      (2)

      %


      8

      %




      (3)

      %





      EBITDA and Adjusted EBITDA and Margins by Segment






      For the Three Months Ended June 30, 2020





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses
      and other


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      5,975



      $

      9,068



      $

      845



      $

      (2,598)



      $

      9,707



      $

      (28,179)



      $

      (5,182)


      Adjustments for the effects of:















      Depreciation and amortization


      22,892



      10,024



      4,597



      190



      634



      361



      38,698



      Other pre-tax


      —



      —



      —



      —



      —



      (2,653)



      (2,653)



      EBITDA


      28,867



      19,092



      5,442



      (2,408)



      10,341



      (30,471)



      30,863


      Adjustments for the effects of:















      Restructuring expenses and other


      1,336



      1,646



      1,250



      1,536



      (235)



      175



      5,708



      Foreign currency (gains) losses


      —



      —



      —



      —



      —



      3,908



      3,908




      Total of adjustments


      1,336



      1,646



      1,250



      1,536



      (235)



      4,083



      9,616


      Adjusted EBITDA


      $

      30,203



      $

      20,738



      $

      6,692



      $

      (872)



      $

      10,106



      $

      (26,388)



      $

      40,479



















      Revenue


      $

      98,778



      $

      130,655



      $

      56,326



      $

      48,077



      $

      93,380





      $

      427,216


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


      6

      %


      7

      %


      2

      %


      (5)

      %


      10

      %




      (1)

      %

      EBITDA Margin


      29

      %


      15

      %


      10

      %


      (5)

      %


      11

      %




      7

      %

      Adjusted EBITDA Margin


      31

      %


      16

      %


      12

      %


      (2)

      %


      11

      %




      9

      %






















      For the Three Months Ended June 30, 2019





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses
      and other


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      8,688



      $

      7,413



      $

      87



      $

      (1,302)



      $

      7,241



      $

      (31,762)



      $

      (9,635)


      Adjustments for the effects of:















      Depreciation and amortization


      26,871



      12,366



      7,550



      1,570



      765



      1,182



      50,304



      Other pre-tax


      —



      —



      —



      —



      —



      (328)



      (328)



      EBITDA


      35,559



      19,779



      7,637



      268



      8,006



      (30,908)



      40,341


      Adjustments for the effects of:















      Foreign currency (gains) losses


      —



      —



      —



      —



      —



      (59)



      (59)




      Total of adjustments


      —



      —



      —



      —



      —



      (59)



      (59)


      Adjusted EBITDA


      $

      35,559



      $

      19,779



      $

      7,637



      $

      268



      $

      8,006



      $

      (30,967)



      $

      40,282



















      Revenue


      $

      120,363



      $

      138,910



      $

      75,104



      $

      61,156



      $

      100,248





      $

      495,781


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


      7

      %


      5

      %


      —

      %


      (2)

      %


      7

      %




      (2)

      %

      EBITDA Margin


      30

      %


      14

      %


      10

      %


      —

      %


      8

      %




      8

      %

      Adjusted EBITDA Margin


      30

      %


      14

      %


      10

      %


      —

      %


      8

      %




      8

      %




      EBITDA and Adjusted EBITDA and Margins by Segment






      For the Three Months Ended March 31, 2020





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses
      and other


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      9,066



      $

      (91,858)



      $

      (145,290)



      $

      (109,441)



      $

      (10,585)



      $

      (32,649)



      $

      (380,757)


      Adjustments for the effects of:















      Depreciation and amortization


      25,725



      62,454



      143,346



      111,385



      12,178



      1,108



      356,196



      Other pre-tax


      —



      —



      —



      —



      —



      (6,264)



      (6,264)



      EBITDA


      34,791



      (29,404)



      (1,944)



      1,944



      1,593



      (37,805)



      (30,825)


      Adjustments for the effects of:















      Long-lived assets impairments


      —



      54,859



      7,689



      —



      6,215



      —



      68,763



      Restructuring expenses and other


      713



      1,668



      1,480



      1,694



      795



      280



      6,630



      Foreign currency (gains) losses


      —



      —



      —



      —



      —



      7,050



      7,050




      Total of adjustments


      713



      56,527



      9,169



      1,694



      7,010



      7,330



      82,443


      Adjusted EBITDA


      $

      35,504



      $

      27,123



      $

      7,225



      $

      3,638



      $

      8,603



      $

      (30,475)



      $

      51,618



















      Revenue


      $

      111,780



      $

      194,838



      $

      61,455



      $

      59,132



      $

      109,463





      $

      536,668


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


      8

      %


      (47)

      %


      (236)

      %


      (185)

      %


      (10)

      %




      (71)

      %

      EBITDA Margin


      31

      %


      (15)

      %


      (3)

      %


      3

      %


      1

      %




      (6)

      %

      Adjusted EBITDA Margin


      32

      %


      14

      %


      12

      %


      6

      %


      8

      %




      10

      %




      EBITDA and Adjusted EBITDA and Margins by Segment






      For the Six Months Ended June 30, 2020





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses
      and other


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      15,041



      $

      (82,790)



      $

      (144,445)



      $

      (112,039)



      $

      (878)



      $

      (60,828)



      $

      (385,939)


      Adjustments for the effects of:















      Depreciation and amortization


      48,617



      72,478



      147,943



      111,575



      12,812



      1,469



      394,894



      Other pre-tax


      —



      —



      —



      —



      —



      (8,917)



      (8,917)



      EBITDA


      63,658



      (10,312)



      3,498



      (464)



      11,934



      (68,276)



      38


      Adjustments for the effects of:















      Long-lived assets impairments


      —



      54,859



      7,689



      —



      6,215



      —



      68,763



      Restructuring expenses and other


      2,049



      3,314



      2,730



      3,230



      560



      455



      12,338



      Foreign currency (gains) losses


      —



      —



      —



      —



      —



      10,958



      10,958




      Total of adjustments


      2,049



      58,173



      10,419



      3,230



      6,775



      11,413



      92,059


      Adjusted EBITDA


      $

      65,707



      $

      47,861



      $

      13,917



      $

      2,766



      $

      18,709



      $

      (56,863)



      $

      92,097



















      Revenue


      $

      210,558



      $

      325,493



      $

      117,781



      $

      107,209



      $

      202,843





      $

      963,884


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


      7

      %


      (25)

      %


      (123)

      %


      (105)

      %


      —

      %




      (40)

      %

      EBITDA Margin


      30

      %


      (3)

      %


      3

      %


      —

      %


      6

      %




      —

      %

      Adjusted EBITDA Margin


      31

      %


      15

      %


      12

      %


      3

      %


      9

      %




      10

      %






















      For the Six Months Ended June 30, 2019





      Remotely
      Operated
      Vehicles


      Subsea
      Products


      Subsea
      Projects


      Asset
      Integrity


      Advanced
      Tech.


      Unallocated
      Expenses
      and other


      Total





      ($ in thousands)

      Operating Income (Loss) as reported in accordance with GAAP


      $

      10,106



      $

      6,937



      $

      2,979



      $

      (2,015)



      $

      16,840



      $

      (66,196)



      $

      (31,349)


      Adjustments for the effects of:















      Depreciation and amortization


      54,861



      25,357



      15,432



      3,204



      1,595



      2,341



      102,790



      Other pre-tax


      —



      —



      —



      —



      —



      (113)



      (113)



      EBITDA


      64,967



      32,294



      18,411



      1,189



      18,435



      (63,968)



      71,328


      Adjustments for the effects of:















      Foreign currency (gains) losses


      —



      —



      —



      —



      —



      (673)



      (673)




      Total of adjustments


      —



      —



      —



      —



      —



      (673)



      (673)


      Adjusted EBITDA


      $

      64,967



      $

      32,294



      $

      18,411



      $

      1,189



      $

      18,435



      $

      (64,641)



      $

      70,655



















      Revenue


      $

      220,709



      $

      267,754



      $

      164,832



      $

      121,845



      $

      214,527





      $

      989,667


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


      5

      %


      3

      %


      2

      %


      (2)

      %


      8

      %




      (3)

      %

      EBITDA Margin


      29

      %


      12

      %


      11

      %


      1

      %


      9

      %




      7

      %

      Adjusted EBITDA Margin


      29

      %


      12

      %


      11

      %


      1

      %


      9

      %




      7

      %

      SOURCE Oceaneering International, Inc.

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