EX-99.1 2 exhibit_991x8kx3qx2021.htm EX-99.1 OCEANEERING 3Q 2021 EARNINGS RELEASE Document


Exhibit 99.1


Oceaneering Reports Third Quarter 2021 Results

HOUSTON, October 27, 2021 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported a net loss of $7.4 million, or $(0.07) per share, on revenue of $467 million for the three months ended September 30, 2021. Adjusted net loss was $1.4 million, or $(0.01) per share, reflecting the impact of $0.3 million of pre-tax adjustments associated with foreign exchange losses recognized during the quarter and $5.8 million of discrete tax adjustments, primarily due to changes in valuation allowances.

During the prior quarter ended June 30, 2021, Oceaneering reported net income of $6.2 million, or $0.06 per share, on revenue of $498 million. Adjusted net income was $10.4 million, or $0.10 per share, reflecting the impact of $3.2 million of pre-tax adjustments associated with a loss on the sale of an asset and foreign exchange losses recognized during the quarter and $1.6 million of discrete tax adjustments.

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

Summary of Results
(in thousands, except per share amounts)
Three Months EndedNine Months Ended
Sep 30,Jun 30,Sep 30,
20212020202120212020
Revenue $466,814 $439,743 $498,199 $1,402,566 $1,403,627 
Gross Margin59,848 29,651 68,397 184,902 118,940 
Income (Loss) from Operations15,769 (60,620)22,819 52,371 (446,559)
Net Income (Loss)(7,370)(79,365)6,241 (10,494)(471,751)
 
Diluted Earnings (Loss) Per Share$(0.07)$(0.80)$0.06 $(0.11)$(4.76)

For the third quarter of 2021:
•Consolidated EBITDA was $50.3 million
•Consolidated Operating Income was $15.8 million
•Cash flow generated from operations was $36.5 million
•Free cash flow was $24.0 million
•Cash position decreased by $8.4 million, from $456 million to $448 million
•An additional $32.5 million of our 2024 senior notes were repurchased through open-market transactions
1


Initial guidance for 2022:
•Consolidated EBITDA of $225 million to $275 million
•Free cash flow generation similar to 2021
•Increased growth capital expenditures as compared to 2021

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "Our planning and preparation were instrumental in our team’s ability to navigate through the challenges presented during the third quarter, which included hurricanes, inflation, a tightening labor market, and a constrained global supply chain. Despite these challenges, we delivered third quarter 2021 EBITDA results consistent with our original guidance and continued to generate cash and pay down debt. For the full year of 2021, we expect to generate adjusted EBITDA within the narrowed range of $210 million to $220 million. I am encouraged by the positive market fundamentals supporting our traditional businesses as well as our increasing participation in emerging markets.

“During the third quarter of 2021, we produced consolidated EBITDA of $50.3 million, a decrease from the second quarter of 2021 but within the guidance range provided at the beginning of the quarter. Offshore work in our energy-focused businesses remained seasonally active during the third quarter. However, our operations in the Gulf of Mexico were muted by Hurricane Ida and high loop currents. In general, each of our five segments performed as forecast at the beginning of the third quarter.

Segment Results:

“Sequentially, Subsea Robotics (SSR) revenue increased slightly, with good offshore activity levels as compared to the second quarter. However, operating income declined, primarily due to lower margins for remotely operated vehicle (ROV) services attributed to changes in geographic mix and a special bonus that recognized technicians for enduring extended work rotations throughout 2021 due to COVID-19 challenges. As a result, SSR adjusted EBITDA margin of 29% was slightly lower, as compared to the second quarter.

"Third quarter 2021 ROV days on hire were sequentially higher for both drill support and vessel-based services, as compared to the second quarter of 2021. Fleet utilization rose slightly, averaging 63% for the quarter, as compared to 62% in the second quarter. Our fleet use during the quarter was 57% in drill support and 43% in vessel-based activity, compared to 58% and 42%, respectively, during the second quarter. Third quarter 2021 average ROV revenue per day on hire of $7,858 was 2% lower than in the second quarter of 2021.

"Sequentially, Manufactured Products (MP) third quarter 2021 operating income and operating income margin were essentially flat with the second quarter, despite marginally lower revenue. Third quarter 2021 revenue of $75.4 million remained sub-optimal, which continued to challenge our ability to leverage the cost base of this business. Order intake during the quarter was solid, with backlog on September 30, 2021 increasing to $334 million, compared to our June 30, 2021 backlog of $315 million. Our book-to-bill ratio was 1.3 for the nine months ended September 30, 2021 and 1.0 for the trailing 12 months.

"As expected, the third quarter 2021 Offshore Projects Group (OPG) operating income was relatively flat, as compared to the second quarter of 2021, on an 11% decline in revenue. Revenue benefited from good ongoing seasonal activity in inspection, maintenance and repair (IMR) work in the Gulf of Mexico, despite some work delays caused by Hurricane Ida and high loop currents. The conclusion of field activities on several projects in Angola was the primary driver for the sequentially lower third quarter revenue. Operating income margin improved from 7% in the second quarter of 2021 to 8% in the third quarter of 2021, primarily due to improved performance on the Angola riserless light well intervention project.
2


"Integrity Management and Digital Solutions (IMDS) sequential operating income was higher on relatively flat revenue. Operating income margin improved to 9% in the third quarter of 2021, as efficiency improvements continue to show incremental benefits.

"Aerospace and Defense Technologies (ADTech) third quarter 2021 operating income declined from the second quarter of 2021 on a 15% decrease in revenue. Operating income margin declined to 16%, as expected, due to a higher component of lower-margin manpower activities. At the corporate level for the third quarter of 2021, Unallocated Expenses of $31.8 million were slightly higher as compared to the second quarter of 2021, but less than expected, primarily due to delayed spending on information technology infrastructure.

Fourth Quarter and Full Year Outlook:

"Looking forward on a consolidated basis, we believe that our fourth quarter 2021 EBITDA will be similar to our third quarter 2021 results on slightly higher revenue. Sequentially, we forecast significantly higher revenue and operating profitability in our Manufactured Products segment, relatively flat activity and operating profitability in our SSR and IMDS segments, relatively flat revenue with lower operating profitability in our ADTech segment, and substantially lower seasonal activity and operating profitability in our OPG segment. Unallocated Expenses are forecast to be in the mid-$30 million range, due primarily to increased spending on information technology infrastructure.

"For the full year of 2021, we expect to generate adjusted EBITDA within the narrowed range of $210 million to $220 million. We are also narrowing our guidance for capital expenditures to be in the range of $45 million to $55 million. Our guidance for cash tax payments remains in the range of $40 million to $45 million. We continue to expect $28 million of CARES Act tax refunds, with $4.7 million of this amount received during the third quarter of 2021. The timing of receipt of the remaining $23 million of these payments, whether in 2021 or 2022, remains uncertain. Regardless of the timing of the CARES Act tax refunds, we continue to expect positive free cash flow generation for 2021 to be in excess of that generated in 2020.

Initial 2022 Guidance:

"Commodity prices appear supportive to continued gradual growth in offshore oil and gas markets over the short to medium term and we anticipate accelerating interest and growth in the offshore renewables market, including offshore wind, over the longer term. We believe that our energy segments are positioned to benefit from the growth in both of these markets. We also believe that our government-focused segment, ADTech, remains well positioned for continued steady growth in the aerospace and defense markets.

"Accordingly, looking into 2022, year over year, we are anticipating increased activity and improved operating performance across each of our operating segments, led by gains from SSR and OPG. At this time, we forecast EBITDA in the range of $225 million to $275 million in 2022, serving as the catalyst for generating healthy levels of cash flow from operations. In 2022, we expect capital expenditures to be higher than 2021, as we refocus our efforts on growth. We also expect to generate positive free cash flow at levels similar to 2021. We will provide more specific guidance on our expectations for 2022 during the year-end reporting process.

Cash, Liquidity and Growth:

"Over the past several years, we have put significant emphasis on maximizing our free cash flow to give us flexibility to address our 2024 debt maturity. As of September 30, 2021, with a cash balance of $448 million and an outstanding balance of $437 million on our 2024 senior notes, we are well
3

positioned to deal with this pending debt maturity. While we will continue to be prudent with our capital spending, we are focused on developing and delivering technologies to grow our businesses in the key areas of energy transition, digital asset management, aerospace and defense, and mobile robotics, while also continuing to deploy technologies that help our customers produce hydrocarbons in the cleanest and safest manner. We believe that the technologies we deliver today, and are focused on developing for the future, will provide us with ample opportunities to grow and transform our business over the coming years."

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: projected 2022 consolidated EBITDA, capital expenditures, and free cash flow generation; expected full year 2021 adjusted EBITDA range; characterization of demand or activity levels as seasonal; references to backlog, to the extent backlog may be an indicator of future revenue, profitability or cash flows; fourth quarter consolidated EBITDA and revenue; expected fourth quarter segment activity levels and operating profitability as compared to third quarter 2021; expected fourth quarter Unallocated Expenses; estimated full year 2021 capital expenditures range, cash tax payments, and CARES Act tax refunds; full year 2021 positive free cash flow; 2022 growth and impact of energy and government markets, and our capabilities in those markets; preparedness for pending debt maturity and capital spending; and technologies providing ample opportunities to grow and transform its business over the coming years.

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, force majeure declarations and the exercise of contractual suspension rights and the resulting adjustments to our backlog; collections from our customers; our future financial performance, including as a result of the availability, terms and deployment of capital; the consequences of significant changes in currency exchange rates; the volatility and uncertainties of credit markets; changes in tax laws, regulations and interpretation by taxing authorities; changes in, or our ability to comply with, other laws and governmental regulations, including those relating to the environment; the continued availability of qualified personnel; our ability to obtain raw materials and parts on a timely basis and, in some cases, from limited sources; operating risks normally incident to offshore exploration, development and production operations; hurricanes and other adverse weather and sea conditions; cost and time associated with drydocking of our vessels; the highly competitive nature of our businesses; adverse outcomes from legal or regulatory proceedings; the risks associated with integrating businesses we acquire; rapid technological changes; and social, political, military and economic situations in foreign countries where we do business and the possibilities of civil disturbances, war, other armed conflicts or terrorist attacks. For a more complete discussion of these and other risk factors, please see Oceaneering’s latest annual report on Form 10-K and subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements. Except to the extent required by applicable law, Oceaneering undertakes no obligation to update or revise any forward-looking statement.

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

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

Contact:
Mark Peterson
4

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


- Tables follow on next page -
5

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Sep 30, 2021Dec 31, 2020
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $447,725 and $452,016)
$1,185,135 $1,170,263 
Net property and equipment510,728 591,107 
Other assets286,109 284,472 
Total Assets$1,981,972 $2,045,842 
LIABILITIES AND EQUITY
Current liabilities$451,246 $437,116 
Long-term debt739,980 805,251 
Other long-term liabilities241,649 245,318 
Equity549,097 558,157 
Total Liabilities and Equity$1,981,972 $2,045,842 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months EndedFor the Nine Months Ended
Sep 30, 2021Sep 30, 2020Jun 30, 2021Sep 30, 2021Sep 30, 2020
(in thousands, except per share amounts)
Revenue$466,814 $439,743 $498,199 $1,402,566 $1,403,627 
Cost of services and products406,966 410,092 429,802 1,217,664 1,284,687 
Gross margin59,848 29,651 68,397 184,902 118,940 
Selling, general and administrative expense44,079 49,396 45,578 132,531 152,856 
Long-lived assets impairments— — — — 68,763 
Goodwill impairment— 40,875 — — 343,880 
Income (loss) from operations15,769 (60,620)22,819 52,371 (446,559)
Interest income662 414 683 1,864 2,202 
Interest expense, net of amounts capitalized(9,616)(9,250)(9,729)(29,752)(33,323)
Equity in income (losses) of unconsolidated affiliates189 131 378 1,101 2,002 
Other income (expense), net(814)(2,836)(1,955)(4,222)(13,624)
Income (loss) before income taxes6,190 (72,161)12,196 21,362 (489,302)
Provision (benefit) for income taxes 13,560 7,204 5,955 31,856 (17,551)
Net Income (Loss)$(7,370)$(79,365)$6,241 $(10,494)$(471,751)
Weighted average diluted shares outstanding99,797 99,297 100,847 99,675 99,209 
Diluted earnings (loss) per share$(0.07)$(0.80)$0.06 $(0.11)$(4.76)
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.
6

SEGMENT INFORMATION
For the Three Months EndedFor the Nine Months Ended
Sep 30, 2021Sep 30, 2020Jun 30, 2021Sep 30, 2021Sep 30, 2020
($ in thousands)
Subsea Robotics
Revenue$143,710 $119,617 $141,371 $404,200 $378,621 
Gross margin$28,918 $13,378 $31,767 $84,763 $54,175 
Operating income (loss)$19,533 $2,127 $21,710 $55,862 $(80,294)
Operating income (loss) %14 %2 %15 %14 %(21)%
ROV days available23,002 23,000 22,750 68,221 68,500 
ROV days utilized14,474 13,601 14,005 40,366 41,955 
ROV utilization63 %59 %62 %59 %61 %
Manufactured Products
Revenue$75,359 $110,416 $79,127 $241,311 $377,520 
Gross margin$8,544 $11,242 $8,391 $26,939 $42,870 
Operating income (loss)$809 $(38,198)$790 $4,352 $(100,471)
Operating income (loss) %1 %(35)%1 %2 %(27)%
Backlog at end of period$334,000 $318,000 $315,000 $334,000 $318,000 
Offshore Projects Group
Revenue$95,580 $73,212 $107,951 $292,765 $221,306 
Gross margin$13,815 $(1,633)$14,566 $43,492 $3,632 
Operating income (loss)$7,634 $(12,282)$7,996 $24,443 $(95,740)
Operating income (loss) %8 %(17)%7 %8 %(43)%
Integrity Management & Digital Solutions
Revenue$62,806 $53,933 $64,070 $180,924 $172,631 
Gross margin$11,330 $7,129 $10,462 $30,001 $22,376 
Operating income (loss)$5,362 $793 $4,721 $12,557 $(122,567)
Operating income (loss) %9 %1 %7 %7 %(71)%
Aerospace and Defense Technologies
Revenue$89,359 $82,565 $105,680 $283,366 $253,549 
Gross margin$20,019 $16,668 $24,603 $66,732 $51,466 
Operating income (loss)$14,251 $13,097 $19,340 $50,430 $39,498 
Operating income (loss) %16 %16 %18 %18 %16 %
Unallocated Expenses
Gross margin$(22,778)$(17,133)$(21,392)$(67,025)$(55,579)
Operating income (loss)$(31,820)$(26,157)$(31,738)$(95,273)$(86,985)
Total
Revenue$466,814 $439,743 $498,199 $1,402,566 $1,403,627 
Gross margin$59,848 $29,651 $68,397 $184,902 $118,940 
Operating income (loss)$15,769 $(60,620)$22,819 $52,371 $(446,559)
Operating income (loss) %3 %(14)%5 %4 %(32)%
The above Segment Information does not include adjustments for non-recurring transactions. See the tables below under the caption "Reconciliations of Non-GAAP to GAAP Financial Information" for financial measures that our management considers in evaluating our ongoing operations.

7

SELECTED CASH FLOW INFORMATION
For the Three Months EndedFor the Nine Months Ended
Sep 30, 2021Sep 30, 2020Jun 30, 2021Sep 30, 2021Sep 30, 2020
(in thousands)
Capital Expenditures, including Acquisitions$12,488 $7,980 $12,629 $35,816 $45,840 
Depreciation and amortization:
Energy Services and Products
Subsea Robotics$21,483 $25,144 $22,436 $66,871 $189,411 
Manufactured Products3,202 44,028 3,248 9,677 63,579 
Offshore Projects Group6,781 15,147 6,862 20,768 98,309 
Integrity Management & Digital Solutions1,114 866 1,091 3,329 125,966 
Total Energy Services and Products32,580 85,185 33,637 100,645 477,265 
Aerospace and Defense Technologies1,427 654 1,404 4,107 1,999 
Unallocated Expenses234 1,712 184 1,185 3,181 
 Total Depreciation and Amortization$34,241 $87,551 $35,225 $105,937 $482,445 
In the three and nine months ended September 30, 2020, goodwill and long-lived asset impairment expense, reflected in the depreciation and amortization expense above, was $48 million and $358 million, respectively.
8


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 and 2022 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.
9

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Three Months Ended
Sep 30, 2021Sep 30, 2020Jun 30, 2021
Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPSNet Income (Loss)Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP$(7,370)$(0.07)$(79,365)$(0.80)$6,241 $0.06 
Pre-tax adjustments for the effects of:
Long-lived assets write-offs— 7,243 — 
Inventory write-downs— 7,038 — 
Goodwill impairment— 40,875 — 
Loss on sale of asset— — 1,415 
Restructuring expenses and other— 11,048 — 
Foreign currency (gains) losses289 2,462 1,800 
Total pre-tax adjustments289 68,666 3,215 
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods(152)(13,211)(674)
Discrete tax items:
    Share-based compensation(29)16 (4)
    Uncertain tax positions(123)(55)186 
    Valuation allowances5,898 6,599 3,525 
    Other77 (278)(2,136)
Total discrete tax adjustments5,823 6,282 1,571 
Total of adjustments5,960 61,737 4,112 
Adjusted Net Income (Loss)$(1,410)$(0.01)$(17,628)$(0.18)$10,353 $0.10 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)99,797 99,297 100,847 



10

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Nine Months Ended
 Sep 30, 2021Sep 30, 2020
  Net Income (Loss)Diluted EPSNet Income (Loss)Diluted EPS
(in thousands, except per share amounts)
Net income (loss) and diluted EPS as reported in accordance with GAAP  $(10,494)$(0.11)$(471,751)$(4.76)
Pre-tax adjustments for the effects of:
Long-lived assets impairments — 68,763 
Long-lived assets write-offs — 14,571 
Inventory write-downs — 7,038 
Goodwill impairment — 343,880 
Loss on sale of asset1,415 — 
Restructuring expenses and other 1,308 23,386 
Foreign currency (gains) losses 3,950 13,420 
Total pre-tax adjustments 6,673 471,058 
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods (1,431)(60,897)
Discrete tax items:
Share-based compensation 544 1,019 
Uncertain tax positions 47 (8,972)
U.S. CARES Act — (32,625)
Valuation allowances 16,181 75,052 
Other 216 (1,215)
Total discrete tax adjustments 16,988 33,259 
Total of adjustments 22,230 443,420 
Adjusted Net Income (Loss)  $11,736 $0.12 $(28,331)$(0.29)
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)  100,790 99,209 
11

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months EndedFor the Nine Months Ended
Sep 30, 2021Sep 30, 2020Jun 30, 2021Sep 30, 2021Sep 30, 2020
($ in thousands)
Net income (loss)$(7,370)$(79,365)$6,241 $(10,494)$(471,751)
Depreciation and amortization34,241 87,551 35,225 105,937 482,445 
Subtotal26,871 8,186 41,466 95,443 10,694 
Interest expense, net of interest income8,954 8,836 9,046 27,888 31,121 
Amortization included in interest expense875 317 907 2,085 317 
Provision (benefit) for income taxes 13,560 7,204 5,955 31,856 (17,551)
EBITDA50,260 24,543 57,374 157,272 24,581 
Adjustments for the effects of:
Long-lived assets impairments— — — — 68,763 
Inventory write-downs— 7,038 — — 7,038 
Loss on sale of asset— — 1,415 1,415 — 
Restructuring expenses and other— 11,048 — 1,308 23,386 
Foreign currency (gains) losses289 2,462 1,800 3,950 13,420 
Total of adjustments289 20,548 3,215 6,673 112,607 
Adjusted EBITDA$50,549 $45,091 $60,589 $163,945 $137,188 
Revenue$466,814 $439,743 $498,199 $1,402,566 $1,403,627 
EBITDA margin %11 %6 %12 %11 %2 %
Adjusted EBITDA margin %11 %10 %12 %12 %10 %


12


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Free Cash Flow
For the Three Months EndedFor the Nine Months Ended
Sep 30, 2021Sep 30, 2020Jun 30, 2021Sep 30, 2021Sep 30, 2020
(in thousands)
Net Income (loss)$(7,370)$(79,365)$6,241 $(10,494)$(471,751)
Non-cash adjustments:
Depreciation and amortization, including goodwill impairment34,241 87,551 35,225 105,937 482,445 
Long-lived asset impairments— — — — 68,763 
Other non-cash 5,641 9,423 (1,294)3,982 4,838 
Other increases (decreases) in cash from operating activities3,984 9,386 10,374 (14,106)(51,932)
Cash flow provided by (used in) operating activities36,496 26,995 50,546 85,319 32,363 
Purchases of property and equipment(12,488)(7,980)(12,629)(35,816)(45,840)
Free Cash Flow$24,008 $19,015 $37,917 $49,503 $(13,477)
2021 and 2022 Adjusted EBITDA Estimates
For the Three Months Ended
December 31, 2021
LowHigh
(in thousands)
Income (loss) before income taxes$4,000 $7,000 
Depreciation and amortization36,000 38,000 
Subtotal40,000 45,000 
Interest expense, net of interest income10,000 10,000 
Adjusted EBITDA$50,000 $55,000 
For the Year Ended
December 31, 2021
LowHigh
(in thousands)
Income (loss) before income taxes$25,000 $30,000 
Depreciation and amortization145,000 150,000 
Subtotal170,000 180,000 
Interest expense, net of interest income40,000 40,000 
Adjusted EBITDA$210,000 $220,000 
13

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
For the Year Ended
December 31, 2022
LowHigh
(in thousands)
Income (loss) before income taxes$60,000 $110,000 
Depreciation and amortization125,000 125,000 
Subtotal185,000 235,000 
Interest expense, net of interest income40,000 40,000 
Adjusted EBITDA$225,000 $275,000 

14

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Operating Income (Loss) and Margins by Segment
For the Three Months Ended September 30, 2021
SSRMPOPGIMDSADTechUnallocated ExpensesTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$19,533 $809 $7,634 $5,362 $14,251 $(31,820)$15,769 
Adjusted Operating Income (Loss)$19,533 $809 $7,634 $5,362 $14,251 $(31,820)$15,769 
Revenue$143,710 $75,359 $95,580 $62,806 $89,359 $466,814 
Operating income (loss) % as reported in accordance with GAAP14 %1 %8 %9 %16 %3 %
Operating income (loss) % using adjusted amounts14 %1 %8 %9 %16 %3 %
For the Three Months Ended September 30, 2020
SSRMPOPGIMDSADTechUnallocated ExpensesTotal
($ 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-downs7,038 — — — — — 7,038 
Goodwill impairment— 40,875 — — — — 40,875 
Restructuring expenses and other2,535 2,559 5,326 83 545 — 11,048 
Total of adjustments9,573 43,434 12,569 83 545 — 66,204 
Adjusted Operating Income (Loss)$11,700 $5,236 $287 $876 $13,642 $(26,157)$5,584 
Revenue$119,617 $110,416 $73,212 $53,933 $82,565 $439,743 
Operating income (loss) % as reported in accordance with GAAP2 %(35)%(17)%1 %16 %(14)%
Operating income (loss) % using adjusted amounts10 %5 %— %2 %17 %1 %
15

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Operating Income (Loss) and Margins by Segment
For the Three Months Ended June 30, 2021
SSRMPOPGIMDSADTechUnallocated ExpensesTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$21,710 $790 $7,996 $4,721 $19,340 $(31,738)$22,819 
Adjustments for the effects of:
Loss on sale of asset— — — — — 1,415 1,415 
Total of adjustments— — — — — 1,415 1,415 
Adjusted Operating Income (Loss)$21,710 $790 $7,996 $4,721 $19,340 $(30,323)$24,234 
Revenue$141,371 $79,127 $107,951 $64,070 $105,680 $498,199 
Operating income (loss) % as reported in accordance with GAAP15 %1 %7 %7 %18 %5 %
Operating income (loss) % using adjusted amounts15 %1 %7 %7 %18 %5 %
16

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Operating Income (Loss) and Margins by Segment
For the Nine Months Ended September 30, 2021
SSRMPOPGIMDSADTechUnallocated ExpensesTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$55,862 $4,352 $24,443 $12,557 $50,430 $(95,273)$52,371 
Adjustments for the effects of:
Loss on sale of asset— — — — — 1,415 1,415 
Restructuring expenses and other395 537 149 217 10 — 1,308 
Total of adjustments395 537 149 217 10 1,415 2,723 
Adjusted Operating Income (Loss)$56,257 $4,889 $24,592 $12,774 $50,440 $(93,858)$55,094 
Revenue$404,200 $241,311 $292,765 $180,924 $283,366 $1,402,566 
Operating income (loss) % as reported in accordance with GAAP14 %2 %8 %7 %18 %4 %
Operating income (loss) % using adjusted amounts14 %2 %8 %7 %18 %4 %
For the Nine Months Ended September 30, 2020
SSRMPOPGIMDSADTechUnallocated ExpensesTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$(80,294)$(100,471)$(95,740)$(122,567)$39,498 $(86,985)$(446,559)
Adjustments for the effects of:
Long-lived assets impairments— 61,074 7,522 167 — — 68,763 
Long-lived assets write-offs7,328 — 7,243 — — — 14,571 
Inventory write-downs7,038 — — — — — 7,038 
Goodwill impairment102,118 52,263 66,285 123,214 — — 343,880 
Restructuring expenses and other4,834 5,755 7,947 3,850 545 455 23,386 
Total of adjustments121,318 119,092 88,997 127,231 545 455 457,638 
Adjusted Operating Income (Loss)$41,024 $18,621 $(6,743)$4,664 $40,043 $(86,530)$11,079 
Revenue$378,621 $377,520 $221,306 $172,631 $253,549 $1,403,627 
Operating income (loss) % as reported in accordance with GAAP(21)%(27)%(43)%(71)%16 %(32)%
Operating income (loss) % using adjusted amounts11 %5 %(3)%3 %16 %1 %
17

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended September 30, 2021
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$19,533 $809 $7,634 $5,362 $14,251 $(31,820)$15,769 
Adjustments for the effects of:
Depreciation and amortization21,483 3,202 6,781 1,114 1,427 234 34,241 
Other pre-tax— — — — — 250 250 
EBITDA41,016 4,011 14,415 6,476 15,678 (31,336)50,260 
Adjustments for the effects of:
Foreign currency (gains) losses— — — — — 289 289 
Total of adjustments— — — — — 289 289 
Adjusted EBITDA$41,016 $4,011 $14,415 $6,476 $15,678 $(31,047)$50,549 
Revenue$143,710 $75,359 $95,580 $62,806 $89,359 $466,814 
Operating income (loss) % as reported in accordance with GAAP14 %1 %8 %9 %16 %3 %
EBITDA Margin29 %5 %15 %10 %18 %11 %
Adjusted EBITDA Margin29 %5 %15 %10 %18 %11 %
For the Three Months Ended September 30, 2020
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ 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 amortization25,144 44,028 15,147 866 654 1,712 87,551 
Other pre-tax— — — — — (2,388)(2,388)
EBITDA27,271 5,830 2,865 1,659 13,751 (26,833)24,543 
Adjustments for the effects of:
Inventory write-downs7,038 — — — — — 7,038 
Restructuring expenses and other2,535 2,559 5,326 83 545 — 11,048 
Foreign currency (gains) losses— — — — — 2,462 2,462 
Total of adjustments9,573 2,559 5,326 83 545 2,462 20,548 
Adjusted EBITDA$36,844 $8,389 $8,191 $1,742 $14,296 $(24,371)$45,091 
Revenue$119,617 $110,416 $73,212 $53,933 $82,565 $439,743 
Operating income (loss) % as reported in accordance with GAAP2 %(35)%(17)%1 %16 %(14)%
EBITDA Margin23 %5 %4 %3 %17 %6 %
Adjusted EBITDA Margin31 %8 %11 %3 %17 %10 %
`
18

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended June 30, 2021
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$21,710 $790 $7,996 $4,721 $19,340 $(31,738)$22,819 
Adjustments for the effects of:
Depreciation and amortization22,436 3,248 6,862 1,091 1,404 184 35,225 
Other pre-tax— — — — — (670)(670)
EBITDA44,146 4,038 14,858 5,812 20,744 (32,224)57,374 
Adjustments for the effects of:
Loss on sale of asset— — — — — 1,415 1,415 
Foreign currency (gains) losses— — — — — 1,800 1,800 
Total of adjustments— — — — — 3,215 3,215 
Adjusted EBITDA$44,146 $4,038 $14,858 $5,812 $20,744 $(29,009)$60,589 
Revenue$141,371 $79,127 $107,951 $64,070 $105,680 $498,199 
Operating income (loss) % as reported in accordance with GAAP15 %1 %7 %7 %18 %5 %
EBITDA Margin31 %5 %14 %9 %20 %12 %
Adjusted EBITDA Margin31 %5 %14 %9 %20 %12 %


19

RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Nine Months Ended September 30, 2021
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$55,862 $4,352 $24,443 $12,557 $50,430 $(95,273)$52,371 
Adjustments for the effects of:
Depreciation and amortization66,871 9,677 20,768 3,329 4,107 1,185 105,937 
Other pre-tax— — — — — (1,036)(1,036)
EBITDA122,733 14,029 45,211 15,886 54,537 (95,124)157,272 
Adjustments for the effects of:
Loss on sale of asset— — — — — 1,415 1,415 
Restructuring expenses and other395 537 149 217 10 — 1,308 
Foreign currency (gains) losses— — — — — 3,950 3,950 
Total of adjustments395 537 149 217 10 5,365 6,673 
Adjusted EBITDA$123,128 $14,566 $45,360 $16,103 $54,547 $(89,759)$163,945 
Revenue$404,200 $241,311 $292,765 $180,924 $283,366 $1,402,566 
Operating income (loss) % as reported in accordance with GAAP14 %2 %8 %7 %18 %4 %
EBITDA Margin30 %6 %15 %9 %19 %11 %
Adjusted EBITDA Margin30 %6 %15 %9 %19 %12 %
For the Nine Months Ended September 30, 2020
SSRMPOPGIMDSADTechUnallocated Expenses and otherTotal
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP$(80,294)$(100,471)$(95,740)$(122,567)$39,498 $(86,985)$(446,559)
Adjustments for the effects of:
Depreciation and amortization189,411 63,579 98,309 125,966 1,999 3,181 482,445 
Other pre-tax— — — — — (11,305)(11,305)
EBITDA109,117 (36,892)2,569 3,399 41,497 (95,109)24,581 
Adjustments for the effects of:
Long-lived assets impairments— 61,074 7,522 167 — — 68,763 
Inventory write-downs7,038 — — — — — 7,038 
Restructuring expenses and other4,834 5,755 7,947 3,850 545 455 23,386 
Foreign currency (gains) losses— — — — — 13,420 13,420 
Total of adjustments11,872 66,829 15,469 4,017 545 13,875 112,607 
Adjusted EBITDA$120,989 $29,937 $18,038 $7,416 $42,042 $(81,234)$137,188 
Revenue$378,621 $377,520 $221,306 $172,631 $253,549 $1,403,627 
Operating income (loss) % as reported in accordance with GAAP(21)%(27)%(43)%(71)%16 %(32)%
EBITDA Margin29 %(10)%1 %2 %16 %2 %
Adjusted EBITDA Margin32 %8 %8 %4 %17 %10 %
20