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OCEANEERING INTERNATIONAL INCfalse000007375600000737562023-07-262023-07-26

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 26, 2023
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
oceaneeringlogo2020a05.jpg
Delaware
1-10945
95-2628227
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5875 North Sam Houston Parkway West, Suite 400
Houston,
TX
77086
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (713) 329-4500
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, par value $0.25 per share
OII
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2):
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 2.02    Results of Operations and Financial Condition.

On July 26, 2023, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the second quarter ended June 30, 2023. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated by reference into this item 2.02.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified in such filing as being incorporated by reference in such filing.




Item 9.01    Financial Statements and Exhibits.

(d) Exhibits
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document.)


    





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OCEANEERING INTERNATIONAL, INC.
Date: July 26, 2023
By:
/S/ WITLAND J. LEBLANC, JR.
Witland J. LeBlanc, Jr.
Vice President and Chief Accounting Officer






EX-99.1 2 exhibit_991x8kx2qx2023.htm EX-99.1 OCEANEERING 2Q 2023 EARNINGS RELEASE Document



Exhibit 99.1

Oceaneering Reports Second Quarter 2023 Results

HOUSTON, July 26, 2023 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $19.0 million, or $0.19 per share, on revenue of $598 million for the three months ended June 30, 2023. Adjusted net income was $18.7 million, or $0.18 per share, reflecting the impact of $4.8 million of pre-tax adjustments associated with foreign exchange losses recognized during the quarter, $(2.3) million tax effect on adjustments associated with foreign exchange losses and $(2.8) million of discrete tax adjustments, primarily due to changes in valuation allowances and uncertain tax positions.

During the prior quarter ended March 31, 2023, Oceaneering reported net income of $4.1 million, or $0.04 per share, on revenue of $537 million. Adjusted net income was $5.4 million, or $0.05 per share, reflecting the impact of $0.3 million of pre-tax adjustments associated with foreign exchange gains recognized during the quarter and $1.5 million of discrete tax adjustments, primarily due to changes in valuation allowances and share-based compensation.

Adjusted 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, 2023 Adjusted EBITDA and Free Cash Flow Estimates, 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)
For the Three Months Ended For the Six Months Ended
Jun 30, Mar 31, Jun 30,
2023 2022 2023 2023 2022
Revenue $ 597,910  $ 524,031  $ 536,987  $ 1,134,897  $ 970,190 
Gross Margin 101,080  76,041  77,565  178,645  121,521 
Income (Loss) from Operations 49,199  22,850  26,750  75,949  21,811 
Net Income (Loss) 19,002  3,720  4,060  23,062  (15,490)
 
Diluted Earnings (Loss) Per Share $ 0.19  $ 0.04  $ 0.04  $ 0.23  $ (0.15)

For the second quarter of 2023:
•Net income was $19.0 million and consolidated adjusted EBITDA was $74.8 million
•Consolidated operating income was $49.2 million
•Cash position decreased by $1.0 million, from $505 million to $504 million

As of June 30, 2023:
•Remotely Operated Vehicles (ROV): fleet count was 250; Q2 utilization was 70%; and Q2 average revenue per day on hire was $9,077
•Manufactured Products backlog was $418 million
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Revised guidance for 2023:
•Net income in the range of $75 million to $90 million
•Consolidated adjusted EBITDA in the range of $275 million to $310 million
•Free cash flow generation in the range of $90 million to $130 million
•Capital expenditures in the range of $90 million to $110 million

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "Our energy-focused activity levels continue to increase, and we remain confident that the resurgence in offshore activity remains firmly in place. Based on our year-to-date results and our current expectations for the second half of 2023, we are narrowing our adjusted EBITDA guidance by raising the lower bound of the previous range and adjusting the range higher for our projected free cash flow. We now expect to generate between $275 million and $310 million of adjusted EBITDA and $90 million to $130 million of free cash flow for the full year.

“We produced operating income of $49.2 million in the second quarter of 2023, our highest quarterly operating income since 2015. Our energy-focused businesses are demonstrating quantifiable improvements from accelerating deepwater fundamentals. For the first half of 2023, our energy segments generated an 18% increase in revenue and nearly a 100% increase in operating income as compared with the first half of 2022. We expect these strong offshore market dynamics to continue for the foreseeable future, with robust bidding activity supporting our expectation for growing backlog and increasing activity in our energy segments. Market dynamics are also favorable for our Aerospace and Defense Technologies (ADTech) segment.

“Our second quarter 2023 results increased significantly compared to the first quarter of 2023, as we generated adjusted EBITDA of $74.8 million. This result was slightly outside the low end of the guidance range provided at the beginning of the quarter, primarily due to negative impacts from higher project costs in our entertainment business and project delays in our Offshore Projects Group (OPG) segment. During the second quarter of 2023, all of our operating segments generated higher revenue and, with the exception of our Manufactured Products segment, each of our operating segments reported operating income growth, led by the increases in our OPG and Subsea Robotics (SSR) segments.

Segment Results

"Sequentially, SSR revenue increased over 10% and operating income increased significantly as expected, with healthy demand for ROV and tooling services being slightly offset by some project delays and related vessel preparation costs in our survey business. SSR EBITDA margin of 30% improved slightly as compared to the first quarter of 2023.

"Second quarter 2023 ROV days on hire were sequentially higher by 13% with increases for both drill support and vessel-based services. Fleet utilization rose, averaging 70% for the quarter as compared to 63% during the first quarter. Average ROV revenue per day on hire of $9,077 for the quarter was 2% lower than the first quarter of 2023. The decline in average ROV revenue per day on hire was primarily due to increased equipment standby rates, which do not include crewing charges. This slight decline in average revenue per day on hire does not change our expectation for continued growth in average revenue per day on hire for 2023.

"Manufactured Products generated second quarter 2023 operating income of $10.6 million on an 11% sequential increase in revenue. Revenue increased primarily due to the receipt of certain umbilical materials that did not contribute to current quarter operating results. Operating results declined modestly as compared to the first quarter of 2023 with project losses in our entertainment business offsetting consistent positive energy-related manufacturing performance.
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Our Manufactured Products backlog on June 30, 2023 declined to $418 million, compared to our March 31, 2023 backlog of $446 million. Bidding activity remains strong in our energy and autonomous mobile robotics (AMR) businesses. Our book-to-bill ratio was 0.79 for the six months ended June 30, 2023, and 1.19 for the trailing 12 months.

"Second quarter 2023 OPG revenue and operating income increased significantly compared to the first quarter of 2023, primarily due to greater activity and utilization across all geographic regions and partially offset by certain planned installation work in the Gulf of Mexico shifting into the third quarter of 2023. Operating income margin improved, from 5% in the first quarter of 2023 to 13% in the second quarter of 2023, as a result of higher overall utilization driven by seasonal demand.

"Integrity Management and Digital Solutions (IMDS) second quarter 2023 operating income was higher on a 5% increase in revenue as compared to the previous quarter. An increase in scope on several international projects contributed to the revenue increase. Operating income margin of 6% improved slightly from 5% recorded in the first quarter of 2023.

"ADTech second quarter 2023 operating income increased as compared to the first quarter of 2023 on a 3% increase in revenue. Operating income margin of 12% increased as expected from the 9% margin achieved in the first quarter of 2023. At the corporate level for the second quarter of 2023, Unallocated Expenses of $36.0 million remained relatively flat as compared to the first quarter of 2023.

Third Quarter Outlook

"On a consolidated basis, we expect a sequential increase in third quarter 2023 results, with Adjusted EBITDA in the range of $75 million to $85 million on a high-single digit percentage increase in revenue. For the third quarter, as compared to the second quarter, we anticipate increased revenue and operating results in our SSR and OPG segments on continuing robust offshore activity. Operating income margin for Manufactured Products is projected to be in the mid-single digit range on a mid-teens percentage increase in revenue. IMDS revenue is forecast to be relatively flat with operating income margin remaining in the mid-single digit range. We expect improved operating income and operating income margin for ADTech on a modest improvement in revenue. Unallocated Expenses, based on our improved outlook, are forecast to be in the mid-$40 million range as we anticipate higher accruals for performance-based incentive compensation to be booked during the third quarter of 2023.

Full Year 2023 Guidance

"For the full year of 2023, at the segment level, as compared to 2022:

•For SSR, we expect operating income to improve significantly on a high-teens percentage increase in revenue, and EBITDA margin to average in the low 30% range. ROV fleet utilization is expected to average in the mid- to high-60% range for the year.
•For Manufactured Products, we forecast a significant increase in revenue and operating income, as compared to 2022. Although we expect lower operating income margin during the second half of the year as a result of changes in project mix, we continue to expect operating margin for the full year to improve over 2022, averaging in the mid-single digit percentage range for the year. Bidding activity in our energy and AMR businesses remains robust and we continue to expect our full-year book-to-bill ratio to be in the range of 1.2 to 1.4.
•For OPG, we expect slightly higher revenue, significantly higher operating income results and improved operating income margin to the low- to mid-teens percentage range, driven by more efficient vessel utilization and increased international activity. Robust offshore activity is expected to continue through the fourth quarter.
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•For IMDS, we forecast relatively flat operating income results on modestly higher revenue, with operating income margin remaining in the mid-single digit percentage range for the year.
•For ADTech, we expect higher operating income results on increased revenue with an annual operating income margin in the low-teens percentage range.

"We expect Unallocated Expenses to be in the high-$30 million range for the fourth quarter of 2023. We forecast our 2023 cash tax payments to be in the range of $65 million to $70 million, and continue to expect our organic capital expenditures to total between $90 million and $110 million. Based on our first half performance, current backlog and prospects for the remainder of the year, we are narrowing our adjusted EBITDA guidance for full-year 2023 by raising the lower bound of the previous range, and now expect to generate between $275 million and $310 million of adjusted EBITDA.

Free Cash Flow

"Our cash balance at quarter-end was relatively unchanged from the prior quarter at $504 million. During the quarter, we received a CARES Act tax refund of $22.7 million during the quarter, which was offset by increased working capital usage. We are increasing our free cash flow generation guidance range to $90 million to $130 million for the full year. This guidance change reflects the inclusion of the CARES Act tax refund, which is partially offset by a higher amount of working capital required as a result of our improved outlook for the fourth quarter of 2023. We expect meaningful free cash generation during the second half of 2023 which is consistent with the last several years." Oceaneering is a global technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.

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: full-year guidance for net income, consolidated adjusted EBITDA, free cash flow generation, and capital expenditures; third quarter guidance for consolidated adjusted EBITDA and revenue, operating segment revenues and operating results and operating margins; guidance range for Unallocated Expenses and the anticipated basis for such; expected second half of 2023 Manufactured Products’ operating margin result and the basis for such; expected full-year 2023 operating segments’ performance, including operating income, operating margins, EBITDA margins, revenues, ROV fleet utilization rate, Manufactured Products book-to-bill ratio, and directional OPG vessel utilization; expected Unallocated Expenses for the fourth quarter of 2023; forecasted 2023 cash tax payments; expected second half of 2023 free cash generation; higher amount of working capital anticipated to move into 2024; and characterization of market fundamentals, conditions and dynamics, offshore energy activity levels, pricing levels, day rates, average ROV revenue per day on hire, bidding activity, outlook, performance, opportunities, results, and financials as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, significant (which is used herein to indicate a change of 20% or greater), or healthy.

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 variants thereof, 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
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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.
For more information on Oceaneering, please visit www.oceaneering.com.
Contact:
Mark Peterson
Vice President, Corporate Development and Investor Relations
Oceaneering International, Inc.
713-329-4507
investorrelations@oceaneering.com
- Tables follow on next page -
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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Jun 30, 2023 Dec 31, 2022
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $504,019 and $568,745)
$ 1,375,321  $ 1,297,060 
Net property and equipment 426,054  438,449 
Other assets 363,493  296,174 
Total Assets $ 2,164,868  $ 2,031,683 
LIABILITIES AND EQUITY
Current liabilities $ 615,044  $ 568,414 
Long-term debt 700,404  700,973 
Other long-term liabilities 297,938  236,492 
Equity 551,482  525,804 
Total Liabilities and Equity $ 2,164,868  $ 2,031,683 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Six Months Ended
Jun 30, 2023 Jun 30, 2022 Mar 31, 2023 Jun 30, 2023 Jun 30, 2022
(in thousands, except per share amounts)
Revenue $ 597,910  $ 524,031  $ 536,987  $ 1,134,897  $ 970,190 
Cost of services and products 496,830  447,990  459,422  956,252  848,669 
Gross margin 101,080  76,041  77,565  178,645  121,521 
Selling, general and administrative expense 51,881  53,191  50,815  102,696  99,710 
Income (loss) from operations 49,199  22,850  26,750  75,949  21,811 
Interest income 4,154  767  4,466  8,620  1,563 
Interest expense (9,517) (9,619) (9,283) (18,800) (19,062)
Equity in income (losses) of unconsolidated affiliates 479  318  639  1,118  612 
Other income (expense), net (5,846) 583  78  (5,768) 1,027 
Income (loss) before income taxes 38,469  14,899  22,650  61,119  5,951 
Provision (benefit) for income taxes 19,467  11,179  18,590  38,057  21,441 
Net Income (Loss) $ 19,002  $ 3,720  $ 4,060  $ 23,062  $ (15,490)
Weighted average diluted shares outstanding 102,004  101,430  102,029  102,017  100,110 
Diluted earnings (loss) per share $ 0.19  $ 0.04  $ 0.04  $ 0.23  $ (0.15)
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.
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SEGMENT INFORMATION
For the Three Months Ended For the Six Months Ended
Jun 30, 2023 Jun 30, 2022 Mar 31, 2023 Jun 30, 2023 Jun 30, 2022
($ in thousands)
Subsea Robotics
Revenue $ 186,512  $ 157,123  $ 169,161  $ 355,673  $ 285,112 
Gross margin $ 53,204  $ 37,004  $ 44,631  $ 97,835  $ 58,962 
Operating income (loss) $ 42,227  $ 25,938  $ 33,654  $ 75,881  $ 37,490 
Operating income (loss) % 23  % 17  % 20  % 21  % 13  %
ROV days available 22,750  22,750  22,500  45,250  45,250 
ROV days utilized 16,032  14,631  14,228  30,260  26,473 
ROV utilization 70  % 64  % 63  % 67  % 59  %
Manufactured Products
Revenue $ 124,882  $ 105,456  $ 112,939  $ 237,821  $ 188,148 
Gross margin $ 19,020  $ 7,918  $ 19,754  $ 38,774  $ 18,920 
Operating income (loss) $ 10,607  $ (1,365) $ 11,280  $ 21,887  $ 1,278 
Operating income (loss) % % (1) % 10  % % %
Backlog at end of period $ 418,000  $ 335,000  $ 446,000  $ 418,000  $ 335,000 
Offshore Projects Group
Revenue $ 130,547  $ 116,457  $ 104,307  $ 234,854  $ 213,854 
Gross margin $ 24,602  $ 25,441  $ 13,024  $ 37,626  $ 33,178 
Operating income (loss) $ 17,132  $ 17,535  $ 5,514  $ 22,646  $ 18,201 
Operating income (loss) % 13  % 15  % % 10  % %
Integrity Management & Digital Solutions
Revenue $ 63,166  $ 59,438  $ 60,083  $ 123,249  $ 116,008 
Gross margin $ 10,264  $ 9,222  $ 8,849  $ 19,113  $ 18,421 
Operating income (loss) $ 3,844  $ 3,436  $ 3,082  $ 6,926  $ 6,944 
Operating income (loss) % % % % % %
Aerospace and Defense Technologies
Revenue $ 92,803  $ 85,557  $ 90,497  $ 183,300  $ 167,068 
Gross margin $ 17,675  $ 15,744  $ 15,100  $ 32,775  $ 32,614 
Operating income (loss) $ 11,357  $ 8,961  $ 8,496  $ 19,853  $ 20,805 
Operating income (loss) % 12  % 10  % % 11  % 12  %
Unallocated Expenses
Gross margin $ (23,685) $ (19,288) $ (23,793) $ (47,478) $ (40,574)
Operating income (loss) $ (35,968) $ (31,655) $ (35,276) $ (71,244) $ (62,907)
Total
Revenue $ 597,910  $ 524,031  $ 536,987  $ 1,134,897  $ 970,190 
Gross margin $ 101,080  $ 76,041  $ 77,565  $ 178,645  $ 121,521 
Operating income (loss) $ 49,199  $ 22,850  $ 26,750  $ 75,949  $ 21,811 
Operating income (loss) % % % % % %
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.
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SELECTED CASH FLOW INFORMATION
For the Three Months Ended For the Six Months Ended
Jun 30, 2023 Jun 30, 2022 Mar 31, 2023 Jun 30, 2023 Jun 30, 2022
(in thousands)
Capital Expenditures, including Acquisitions $ 22,428  $ 16,495  $ 18,308  $ 40,736  $ 35,814 
Depreciation and Amortization:
Energy Services and Products
Subsea Robotics $ 13,356  $ 17,531  $ 14,940  $ 28,296  $ 36,532 
Manufactured Products 3,013  3,020  3,044  6,057  6,092 
Offshore Projects Group 6,976  7,107  7,128  14,104  14,404 
Integrity Management & Digital Solutions 939  1,034  858  1,797  2,064 
Total Energy Services and Products 24,284  28,692  25,970  50,254  59,092 
Aerospace and Defense Technologies 632  821  653  1,285  1,477 
Unallocated Expenses 1,130  1,347  1,198  2,328  2,310 
  Total Depreciation and Amortization $ 26,046  $ 30,860  $ 27,821  $ 53,867  $ 62,879 
 
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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 certain rules and regulations promulgated by the Securities and Exchange Commission). 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, 2023 Adjusted EBITDA Estimates, and Free Cash Flow, as well as the following by segment: EBITDA, EBITDA Margins, Adjusted EBITDA and Adjusted EBITDA Margins. We define EBITDA Margin as EBITDA divided by revenue. Adjusted EBITDA and Adjusted EBITDA Margins 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 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 purposes and for comparing our financial performance with the performance of other companies in our industry, and the adjusted amounts thereof 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
Jun 30, 2023 Jun 30, 2022 Mar 31, 2023
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 $ 19,002  $ 0.19  $ 3,720  $ 0.04  $ 4,060  $ 0.04 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses 4,845  (928) (267)
Total pre-tax adjustments 4,845  (928) (267)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods (2,387) 142  84 
Discrete tax items:
    Share-based compensation (3) (3) (1,367)
    Uncertain tax positions 4,312  (593) 89 
    Valuation allowances (8,678) 3,419  3,576 
    Other 1,563  1,689  (793)
Total discrete tax adjustments (2,806) 4,512  1,505 
Total of adjustments (348) 3,726  1,322 
Adjusted Net Income (Loss) $ 18,654  $ 0.18  $ 7,446  $ 0.07  $ 5,382  $ 0.05 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) 102,004  101,430  102,029 
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RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Six Months Ended
  Jun 30, 2023 Jun 30, 2022
    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     $ 23,062  $ 0.23  $ (15,490) $ (0.15)
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses   4,578  (1,334)
Total pre-tax adjustments   4,578  (1,334)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods   (2,303) 232 
Discrete tax items:
Share-based compensation   (1,370) 137 
Uncertain tax positions   4,401  (1,225)
Valuation allowances   (5,102) 18,346 
Other   770  367 
Total discrete tax adjustments   (1,301) 17,625 
Total of adjustments   974  16,523 
Adjusted Net Income (Loss)     $ 24,036  $ 0.24  $ 1,033  $ 0.01 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)     102,017  101,409 



11


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months Ended For the Six Months Ended
Jun 30, 2023 Jun 30, 2022 Mar 31, 2023 Jun 30, 2023 Jun 30, 2022
($ in thousands)
Net income (loss) $ 19,002  $ 3,720  $ 4,060  $ 23,062  $ (15,490)
Depreciation and amortization 26,046  30,860  27,821  53,867  62,879 
Subtotal 45,048  34,580  31,881  76,929  47,389 
Interest expense, net of interest income 5,363  8,852  4,817  10,180  17,499 
Amortization included in interest expense 37  (166) 26  63  34 
Provision (benefit) for income taxes 19,467  11,179  18,590  38,057  21,441 
EBITDA 69,915  54,445  55,314  125,229  86,363 
Adjustments for the effects of:
Foreign currency (gains) losses 4,845  (928) (267) 4,578  (1,334)
Total of adjustments 4,845  (928) (267) 4,578  (1,334)
Adjusted EBITDA $ 74,760  $ 53,517  $ 55,047  $ 129,807  $ 85,029 
Revenue $ 597,910  $ 524,031  $ 536,987  $ 1,134,897  $ 970,190 
EBITDA margin % 12  % 10  % 10  % 11  % %
Adjusted EBITDA margin % 13  % 10  % 10  % 11  % %



Free Cash Flow
For the Three Months Ended For the Six Months Ended
Jun 30, 2023 Jun 30, 2022 Mar 31, 2023 Jun 30, 2023 Jun 30, 2022
(in thousands)
Net Income (loss) $ 19,002  $ 3,720  $ 4,060  $ 23,062  $ (15,490)
Non-cash adjustments:
Depreciation and amortization 26,046  30,860  27,821  53,867  62,879 
Other non-cash 2,923  788  (188) 2,735  1,380 
Other increases (decreases) in cash from operating activities (27,520) (79,349) (74,612) (102,132) (173,251)
Cash flow provided by (used in) operating activities 20,451  (43,981) (42,919) (22,468) (124,482)
Purchases of property and equipment (22,428) (16,495) (18,308) (40,736) (35,814)
Free Cash Flow $ (1,977) $ (60,476) $ (61,227) $ (63,204) $ (160,296)
12


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
2023 Adjusted EBITDA Estimates
For the Three Months Ending
September 30, 2023
Low High
(in thousands)
Income (loss) before income taxes $ 47,000  $ 51,000 
Depreciation and amortization 23,000  29,000 
Subtotal 70,000  80,000 
Interest expense, net of interest income 5,000  5,000 
Adjusted EBITDA $ 75,000  $ 85,000 
For the Year Ending
December 31, 2023
Low High
(in thousands)
Income (loss) before income taxes $ 145,000  $ 175,000 
Depreciation and amortization 110,000  115,000 
Subtotal 255,000  290,000 
Interest expense, net of interest income 20,000  20,000 
Adjusted EBITDA $ 275,000  $ 310,000 
2023 Free Cash Flow Estimate
For the Year Ending
December 31, 2023
Low High
(in thousands)
Net income (loss) $ 75,000  $ 90,000 
Depreciation and amortization 110,000  115,000 
Other increases (decreases) in cash from operating activities (5,000) 35,000 
Cash flow provided by (used in) operating activities 180,000  240,000 
Purchases of property and equipment (90,000) (110,000)
Free Cash Flow $ 90,000  $ 130,000 
13


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended June 30, 2023
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 42,227 $ 10,607 $ 17,132 $ 3,844 $ 11,357 $ (35,968) $ 49,199
Adjustments for the effects of:
Depreciation and amortization 13,356 3,013 6,976 939 632 1,130 26,046
Other pre-tax (5,330) (5,330)
EBITDA 55,583 13,620 24,108 4,783 11,989 (40,168) 69,915
Adjustments for the effects of:
Foreign currency (gains) losses 4,845 4,845
Total of adjustments 4,845 4,845
Adjusted EBITDA $ 55,583 $ 13,620 $ 24,108 $ 4,783 $ 11,989 $ (35,323) $ 74,760
Revenue $ 186,512 $ 124,882 $ 130,547 $ 63,166 $ 92,803 $ 597,910
Operating income (loss) % as reported in accordance with GAAP 23  % % 13  % % 12  % %
EBITDA Margin 30  % 11  % 18  % % 13  % 12  %
Adjusted EBITDA Margin 30  % 11  % 18  % % 13  % 13  %
For the Three Months Ended June 30, 2022
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 25,938 $ (1,365) $ 17,535 $ 3,436 $ 8,961 $ (31,655) $ 22,850
Adjustments for the effects of:
Depreciation and amortization 17,531 3,020 7,107 1,034 821 1,347 30,860
Other pre-tax 735 735
EBITDA 43,469 1,655 24,642 4,470 9,782 (29,573) 54,445
Adjustments for the effects of:
Foreign currency (gains) losses (928) (928)
Total of adjustments (928) (928)
Adjusted EBITDA $ 43,469 $ 1,655 $ 24,642 $ 4,470 $ 9,782 $ (30,501) $ 53,517
Revenue $ 157,123 $ 105,456 $ 116,457 $ 59,438 $ 85,557 $ 524,031
Operating income (loss) % as reported in accordance with GAAP 17  % (1) % 15  % % 10  % %
EBITDA Margin 28  % % 21  % % 11  % 10  %
Adjusted EBITDA Margin 28  % % 21  % % 11  % 10  %
`
14


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended March 31, 2023
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 33,654 $ 11,280 $ 5,514 $ 3,082 $ 8,496 $ (35,276) $ 26,750
Adjustments for the effects of:
Depreciation and amortization 14,940 3,044 7,128 858 653 1,198 27,821
Other pre-tax 743 743
EBITDA 48,594 14,324 12,642 3,940 9,149 (33,335) 55,314
Adjustments for the effects of:
Foreign currency (gains) losses (267) (267)
Total of adjustments (267) (267)
Adjusted EBITDA $ 48,594 $ 14,324 $ 12,642 $ 3,940 $ 9,149 $ (33,602) $ 55,047
Revenue $ 169,161 $ 112,939 $ 104,307 $ 60,083 $ 90,497 $ 536,987
Operating income (loss) % as reported in accordance with GAAP 20  % 10  % % % % %
EBITDA Margin 29  % 13  % 12  % % 10  % 10  %
Adjusted EBITDA Margin 29  % 13  % 12  % % 10  % 10  %




15


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Six Months Ended June 30, 2023
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 75,881 $ 21,887 $ 22,646 $ 6,926 $ 19,853 $ (71,244) $ 75,949
Adjustments for the effects of:
Depreciation and amortization 28,296 6,057 14,104 1,797 1,285 2,328 53,867
Other pre-tax (4,587) (4,587)
EBITDA 104,177 27,944 36,750 8,723 21,138 (73,503) 125,229
Adjustments for the effects of:
Foreign currency (gains) losses 4,578 4,578
Total of adjustments 4,578 4,578
Adjusted EBITDA $ 104,177 $ 27,944 $ 36,750 $ 8,723 $ 21,138 $ (68,925) $ 129,807
Revenue $ 355,673 $ 237,821 $ 234,854 $ 123,249 $ 183,300 $ 1,134,897
Operating income (loss) % as reported in accordance with GAAP 21  % % 10  % % 11  % %
EBITDA Margin 29  % 12  % 16  % % 12  % 11  %
Adjusted EBITDA Margin 29  % 12  % 16  % % 12  % 11  %
For the Six Months Ended June 30, 2022
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 37,490  $ 1,278  $ 18,201  $ 6,944  $ 20,805  $ (62,907) $ 21,811 
Adjustments for the effects of:
Depreciation and amortization 36,532  6,092  14,404  2,064  1,477  2,310  62,879 
Other pre-tax —  —  —  —  —  1,673  1,673 
EBITDA 74,022  7,370  32,605  9,008  22,282  (58,924) 86,363 
Adjustments for the effects of:
Foreign currency (gains) losses —  —  —  —  —  (1,334) (1,334)
Total of adjustments —  —  —  —  —  (1,334) (1,334)
Adjusted EBITDA $ 74,022  $ 7,370  $ 32,605  $ 9,008  $ 22,282  $ (60,258) $ 85,029 
Revenue $ 285,112  $ 188,148  $ 213,854  $ 116,008  $ 167,068  $ 970,190 
Operating income (loss) % as reported in accordance with GAAP 13  % % % % 12  % %
EBITDA Margin 26  % % 15  % % 13  % %
Adjusted EBITDA Margin 26  % % 15  % % 13  % %
16