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OCEANEERING INTERNATIONAL INCfalse000007375600000737562024-02-222024-02-22

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): February 22, 2024
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 February 22, 2024, Oceaneering International, Inc. ("Oceaneering" or "we") issued a press release announcing Oceaneering's earnings for the fourth quarter ended December 31, 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:
February 22, 2024
By:
/S/ CATHERINE E. DUNN
Catherine E. Dunn
Vice President and Chief Accounting Officer






EX-99.1 2 exhibit_991x8kx4qx2023.htm EX-99.1 OCEANEERING 4Q 2023 EARNINGS RELEASE Document



Exhibit 99.1

Oceaneering Reports Fourth Quarter 2023 Results

HOUSTON, February 22, 2024 – Oceaneering International, Inc. ("Oceaneering") (NYSE:OII) today reported net income of $44.5 million, or $0.43 per share, on revenue of $655 million for the three months ended December 31, 2023. Adjusted net income was $19.4 million, or $0.19 per share, reflecting the impact of $(23.7) million benefit from discrete tax adjustments, primarily due to changes in valuation allowances, uncertain tax positions and prior year estimates; $2.3 million of pre-tax adjustments associated with foreign exchange gains recognized during the quarter; and $0.9 million tax effect on adjustments associated with foreign exchange gains.

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, 2024 EBITDA and 2024 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 Year Ended
Dec 31, Sep 30, Dec 31,
2023 2022 2023 2023 2022
Revenue $ 654,629  $ 536,223  $ 635,180  $ 2,424,706  $ 2,066,084 
Gross Margin 105,629  90,102  114,697  398,971  307,377 
Income (Loss) from Operations 47,450  42,177  57,929  181,328  110,863 
Net Income (Loss) 44,529  23,128  29,812  97,403  25,941 
 
Diluted Earnings (Loss) Per Share $ 0.43  $ 0.23  $ 0.29  $ 0.95  $ 0.26 

For the fourth quarter of 2023:
•Net income was $44.5 million and consolidated adjusted EBITDA was $75.1 million
•Cash flow provided by operating activities was $153 million and free cash flow was $119 million, with an ending cash position of $462 million
•2024 debt maturity was eliminated through a series of transactions
•Secured consolidated order intake with expected contract value of $739 million

As of December 31, 2023:
•Remotely Operated Vehicles (ROV): fleet count was 250; Q4 utilization was 68%; and Q4 average revenue per day on hire was $9,618
•Manufactured Products backlog was $622 million
•Nearest debt maturity is $500 million in February 2028

1


Guidance for 2024:
•Net income is expected in the range of $125 million to $155 million
•Consolidated EBITDA is expected in the range of $330 million to $380 million
•Free cash flow generation is expected in the range of $110 million to $150 million
•Capital expenditures are expected in the range of $110 million to $130 million
•First quarter consolidated EBITDA is expected in the range of $50 million to $60 million

Roderick A. Larson, President and Chief Executive Officer of Oceaneering, stated, "2023 consolidated revenue increased 17% over 2022 to $2.4 billion, driving our fifth consecutive year of improved adjusted EBITDA performance. For the full year of 2023, our adjusted EBITDA of $289 million was slightly above the midpoint of our most recent guidance range and we generated $109 million of free cash flow. All of our operating segments, except for Integrity Management and Digital Solutions (IMDS), achieved improved sequential annual operating results, led by Subsea Robotics (SSR) and Manufactured Products. I am grateful to our Oceaneers for their dedication and commitment to excellence in delivering these results.

"2023 cash flow from operations increased to $210 million, compared to $121 million in 2022. Capital expenditures also increased, from $81.0 million in 2022 to $101 million in 2023. Free cash flow increased to $109 million, compared to $39.8 million in 2022. Our ability to generate substantial levels of free cash flow over the last several years enabled us to retire our 2024 senior notes during the year, using proceeds from our 2023 debt offering together with cash on hand. As a result, we reduced Oceaneering’s long-term debt from $700 million at the end of 2022 to $500 million at the end of 2023 and extended the term of our credit facility to April 2027. As reflected in the 2024 guidance above, we expect to see continuing improvement in our financial performance and condition, including another year of meaningful free cash flow generation.

“Our fourth quarter 2023 performance produced consolidated adjusted EBITDA of $75.1 million, which was above the mid-point of the implied guidance range provided at the beginning of the quarter and slightly above consensus estimates."

Fourth Quarter 2023 Segment Results

SSR's fourth quarter revenue and adjusted EBITDA represented its best quarter in 2023. Sequentially, operating income and revenue improved slightly, with lower activity levels in the ROV and survey businesses being offset by continuing improvement in ROV pricing. As a result, SSR EBITDA margin of 32% during the fourth quarter was above the 31% achieved during the third quarter of 2023. Revenue split was 76% from the ROV business and 24% from the combined tooling and survey businesses.

ROV days on hire declined 2% as compared to the third quarter of 2023. Increased drill support days were more than offset by lower vessel-based days due to normal seasonality. Fourth quarter average ROV revenue per day on hire of $9,618 was 3% higher than in the third quarter of 2023.

Manufactured Products revenue of $133 million was 8% higher than in the third quarter of 2023 on increased product throughput in Oceaneering Mobile Robotics. Operating income and margin of $5.4 million and 4%, respectively, declined sequentially due to changes in product mix. As recently announced, Manufactured Products had solid bookings during the fourth quarter of approximately $200 million and ended 2023 with a backlog of $622 million, compared to the September 30, 2023 backlog of $556 million. The book-to-bill ratio was 1.31 for the full year of 2023.

Offshore Projects Group (OPG) operating income declined sequentially on higher revenue. Revenue benefited from the carryover of international work from the third quarter along with more seasonal activity in the Gulf of Mexico than originally expected. Operating income margin of 9% declined from 18% achieved in the third quarter of 2023, due primarily to changes in project mix and pricing for Gulf of Mexico work.
2



IMDS revenue and operating income were essentially flat period over period. Operating income margin of 5% for the fourth quarter was flat as compared to the third quarter of 2023.

Aerospace and Defense Technologies (ADTech) fourth quarter revenue and operating income declined from the third quarter of 2023. ADTech operating income margin declined sequentially to 12%, due to changes in project mix.

Fourth quarter 2023 Unallocated Expenses of $37.9 million were lower than the third quarter.

Full Year and First Quarter 2024 Guidance

2024 financial results are forecasted to improve year over year based on 2023 year-end backlog and continuing supportive market fundamentals. As outlined in the guidance above, EBITDA is expected to be in the range of $330 million to $380 million, with increased EBITDA and operating income from each operating segment, including higher margins in the SSR and OPG segments, and relatively stable margins in the Manufactured Products, IMDS and ADTech segments. At the midpoint of this range, 2024 EBITDA would represent a 23% increase over 2023 adjusted EBITDA. Free cash flow for 2024 is expected to be in the range of $110 million to $150 million.

For the first quarter 2024, EBITDA is forecasted to be in the range of $50 million to $60 million. The decrease from the fourth quarter of 2023 is primarily due to the timing of vessel charters and two vessels undergoing planned, regulatory dry docks during the first quarter, leading to fewer available vessel days in the first quarter for OPG.

Conference Call Details

Oceaneering has scheduled a conference call and webcast on Friday, February 23, 2024 at 10:00 a.m. Central Time, to discuss its results for the fourth quarter and full year 2023, as well as more detailed guidance for the full year and first quarter 2024. Interested parties may listen to the call through a webcast link posted in the Investor Relations section of Oceaneering's website. A replay of the conference call will be made available on the website approximately two hours following the conclusion of the live call.

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 2024 guidance ranges for net income, consolidated EBITDA, free cash flow generation, capital expenditures and Unallocated Expenses; first quarter 2024 guidance for consolidated EBITDA, operating segment revenues, operating results and operating profitability; full-year 2024 sequential activity and operating performance across each operating segment, led by SSR and OPG; expectation that liquidity will support continued business growth; expectation that 2024 will generate substantial free cash flow; assumptions regarding continued improvement in pricing and margins in the energy-focused businesses and stable pricing and margins in the government-focused businesses; expectations for improved financial performance and condition in 2024; expectations regarding new contracts; and the characterization, whether positive or otherwise, of market fundamentals, conditions and dynamics, robotics markets, offshore energy activity levels (including by geographic location), pricing levels, day rates, ROV days on hire, average ROV revenue per day on hire, vessel utilization, growth, bidding activity, outlook, performance, opportunities and future financials, including as increasing, favorable, positive, encouraging, improving, seasonal, strong, supportive, robust, meaningful, healthy or significant (which is used herein to indicate a change of 20% or greater).

The forward-looking statements included in this release are based on Oceaneering's current expectations and are subject to certain risks, assumptions, trends and uncertainties that could cause actual results to differ materially
3


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; the indirect consequences of climate change and climate-related business trends; 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; 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 data privacy and security laws, regulations and standards; 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 technology company delivering engineered services and products and robotic solutions to the offshore energy, defense, aerospace, manufacturing, and entertainment industries.
For more information on Oceaneering, please visit www.oceaneering.com.

Contact:
investorrelations@oceaneering.com

Hilary Frisbie
Senior Director, Investor Relations
Oceaneering International, Inc.
713-329-4755

Mark Peterson
Vice President, Corporate Development and Investor Relations
Oceaneering International, Inc.
713-329-4507


- Tables follow on next page -
4


OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Dec 31, 2023 Dec 31, 2022
(in thousands)
ASSETS
Current assets (including cash and cash equivalents of $461,566 and $568,745)
$ 1,305,659  $ 1,297,060 
Net property and equipment 424,293  438,449 
Other assets 509,054  296,174 
Total Assets $ 2,239,006  $ 2,031,683 
LIABILITIES AND EQUITY
Current liabilities $ 732,476  $ 568,414 
Long-term debt 477,058  700,973 
Other long-term liabilities 395,389  236,492 
Equity 634,083  525,804 
Total Liabilities and Equity $ 2,239,006  $ 2,031,683 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended For the Year Ended
Dec 31, 2023 Dec 31, 2022 Sep 30, 2023 Dec 31, 2023 Dec 31, 2022
(in thousands, except per share amounts)
Revenue $ 654,629  $ 536,223  $ 635,180  $ 2,424,706  $ 2,066,084 
Cost of services and products 549,000  446,121  520,483  2,025,735  1,758,707 
Gross margin 105,629  90,102  114,697  398,971  307,377 
Selling, general and administrative expense 58,179  47,925  56,768  217,643  196,514 
Income (loss) from operations 47,450  42,177  57,929  181,328  110,863 
Interest income 3,081  2,749  3,724  15,425  5,708 
Interest expense (7,921) (9,601) (9,802) (36,523) (38,215)
Equity in income (losses) of unconsolidated affiliates 445  599  498  2,061  1,707 
Other income (expense), net 3,564  (816) 968  (1,236) (1,011)
Income (loss) before income taxes 46,619  35,108  53,317  161,055  79,052 
Provision (benefit) for income taxes 2,090  11,980  23,505  63,652  53,111 
Net Income (Loss) $ 44,529  $ 23,128  $ 29,812  $ 97,403  $ 25,941 
Weighted average diluted shares outstanding 102,366  101,597  102,206  102,156  101,447 
Diluted earnings (loss) per share $ 0.43  $ 0.23  $ 0.29  $ 0.95  $ 0.26 
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.
5


SEGMENT INFORMATION
For the Three Months Ended For the Year Ended
Dec 31, 2023 Dec 31, 2022 Sep 30, 2023 Dec 31, 2023 Dec 31, 2022
($ in thousands)
Subsea Robotics
Revenue $ 199,505  $ 167,387  $ 197,343  $ 752,521  $ 621,921 
Gross margin $ 64,085  $ 54,013  $ 60,045  $ 221,965  $ 160,527 
Operating income (loss) $ 50,594  $ 43,689  $ 47,818  $ 174,293  $ 118,248 
Operating income (loss) % 25  % 26  % 24  % 23  % 19  %
ROV days available 23,000  23,000  23,000  91,250  91,250 
ROV days utilized 15,682  14,350  15,932  61,874  56,231 
ROV utilization 68  % 62  % 69  % 68  % 62  %
Manufactured Products
Revenue $ 132,994  $ 100,174  $ 122,877  $ 493,692  $ 382,361 
Gross margin $ 13,923  $ 14,744  $ 16,916  $ 69,613  $ 45,834 
Operating income (loss) $ 5,435  $ 6,132  $ 8,229  $ 35,551  $ 11,692 
Operating income (loss) % % % % % %
Backlog at end of period $ 622,000  $ 467,000  $ 556,000  $ 622,000  $ 467,000 
Offshore Projects Group
Revenue $ 161,239  $ 122,476  $ 150,273  $ 546,366  $ 489,317 
Gross margin $ 26,269  $ 17,548  $ 33,045  $ 96,940  $ 78,373 
Operating income (loss) $ 15,155  $ 10,745  $ 26,745  $ 64,546  $ 49,256 
Operating income (loss) % % % 18  % 12  % 10  %
Integrity Management & Digital Solutions
Revenue $ 65,977  $ 55,411  $ 66,056  $ 255,282  $ 229,884 
Gross margin $ 9,914  $ 9,932  $ 9,961  $ 38,988  $ 36,724 
Operating income (loss) $ 3,205  $ 4,866  $ 3,242  $ 13,373  $ 14,901 
Operating income (loss) % % % % % %
Aerospace and Defense Technologies
Revenue $ 94,914  $ 90,775  $ 98,631  $ 376,845  $ 342,601 
Gross margin $ 17,350  $ 16,402  $ 20,295  $ 70,420  $ 68,447 
Operating income (loss) $ 11,010  $ 10,320  $ 14,140  $ 45,003  $ 44,168 
Operating income (loss) % 12  % 11  % 14  % 12  % 13  %
Unallocated Expenses
Gross margin $ (25,912) $ (22,537) $ (25,565) $ (98,955) $ (82,528)
Operating income (loss) $ (37,949) $ (33,575) $ (42,245) $ (151,438) $ (127,402)
Total
Revenue $ 654,629  $ 536,223  $ 635,180  $ 2,424,706  $ 2,066,084 
Gross margin $ 105,629  $ 90,102  $ 114,697  $ 398,971  $ 307,377 
Operating income (loss) $ 47,450  $ 42,177  $ 57,929  $ 181,328  $ 110,863 
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.
6


SELECTED CASH FLOW INFORMATION
For the Three Months Ended For the Year Ended
Dec 31, 2023 Dec 31, 2022 Sep 30, 2023 Dec 31, 2023 Dec 31, 2022
(in thousands)
Capital Expenditures, including Acquisitions $ 34,045  $ 25,949  $ 25,945  $ 100,726  $ 81,043 
Depreciation and Amortization:
Energy Services and Products
Subsea Robotics $ 13,264  $ 15,139  $ 12,805  $ 54,365  $ 67,684 
Manufactured Products 3,096  2,915  3,067  12,220  11,946 
Offshore Projects Group 6,921  7,024  6,931  27,956  28,560 
Integrity Management & Digital Solutions 902  840  909  3,608  4,599 
Total Energy Services and Products 24,183  25,918  23,712  98,149  112,789 
Aerospace and Defense Technologies 619  705  600  2,504  2,853 
Unallocated Expenses 695  1,218  1,284  4,307  5,327 
  Total Depreciation and Amortization $ 25,497  $ 27,841  $ 25,596  $ 104,960  $ 120,969 
 
7



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, 2024 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.
8


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
Dec 31, 2023 Dec 31, 2022 Sep 30, 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 $ 44,529  $ 0.43  $ 23,128  $ 0.23  $ 29,812  $ 0.29 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses (2,275) 193  (944)
Total pre-tax adjustments (2,275) 193  (944)
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods 851  (333) 615 
Discrete tax items:
    Share-based compensation (58) —  — 
    Uncertain tax positions (2,036) (669) 13,076 
    Valuation allowances (20,350) (7,679) 9,353 
    Other (1,230) (8,263) (13,430)
Total discrete tax adjustments (23,674) (16,611) 8,999 
Total of adjustments (25,098) (16,751) 8,670 
Adjusted Net Income (Loss) $ 19,431  $ 0.19  $ 6,377  $ 0.06  $ 38,482  $ 0.38 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss) 102,366  101,597  102,206 
9


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
Adjusted Net Income (Loss) and Diluted Earnings (Loss) per Share (EPS)
For the Year Ended
  Dec 31, 2023 Dec 31, 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     $ 97,403  $ 0.95  $ 25,941  $ 0.26 
Pre-tax adjustments for the effects of:
Foreign currency (gains) losses   1,359 
Total pre-tax adjustments   1,359 
Tax effect on pre-tax adjustments at the applicable jurisdictional statutory rate in effect for respective periods   (837) (275)
Discrete tax items:
Share-based compensation   (1,428) 137 
Uncertain tax positions   15,441  (81)
Valuation allowances   (16,099) 11,119 
Other   (13,890) (5,734)
Total discrete tax adjustments   (15,976) 5,441 
Total of adjustments   (15,454) 5,170 
Adjusted Net Income (Loss)     $ 81,949  $ 0.80  $ 31,111  $ 0.31 
Weighted average diluted shares outstanding utilized for Adjusted Net Income (Loss)       102,156  101,447 





10


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins
For the Three Months Ended For the Year Ended
Dec 31, 2023 Dec 31, 2022 Sep 30, 2023 Dec 31, 2023 Dec 31, 2022
($ in thousands)
Net income (loss) $ 44,529  $ 23,128  $ 29,812  $ 97,403  $ 25,941 
Depreciation and amortization 25,497  27,841  25,596  104,960  120,969 
Subtotal 70,026  50,969  55,408  202,363  146,910 
Interest expense, net of interest income 4,840  6,852  6,078  21,098  32,507 
Amortization included in interest expense 460  33  51  574  106 
Provision (benefit) for income taxes 2,090  11,980  23,505  63,652  53,111 
EBITDA 77,416  69,834  85,042  287,687  232,634 
Adjustments for the effects of:
Foreign currency (gains) losses (2,275) 193  (944) 1,359 
Total of adjustments (2,275) 193  (944) 1,359 
Adjusted EBITDA $ 75,141  $ 70,027  $ 84,098  $ 289,046  $ 232,638 
Revenue $ 654,629  $ 536,223  $ 635,180  $ 2,424,706  $ 2,066,084 
EBITDA margin % 12  % 13  % 13  % 12  % 11  %
Adjusted EBITDA margin % 11  % 13  % 13  % 12  % 11  %



Free Cash Flow
For the Three Months Ended For the Year Ended
Dec 31, 2023 Dec 31, 2022 Sep 30, 2023 Dec 31, 2023 Dec 31, 2022
(in thousands)
Net Income (loss) $ 44,529  $ 23,128  $ 29,812  $ 97,403  $ 25,941 
Non-cash adjustments:
Depreciation and amortization 25,497  27,841  25,596  104,960  120,969 
Other non-cash (22,486) 2,991  6,381  (13,370) 8,542 
Other increases (decreases) in cash from operating activities 105,275  105,506  17,819  20,962  (34,569)
Cash flow provided by (used in) operating activities 152,815  159,466  79,608  209,955  120,883 
Purchases of property and equipment (34,045) (25,949) (25,945) (100,726) (81,043)
Free Cash Flow $ 118,770  $ 133,517  $ 53,663  $ 109,229  $ 39,840 
11


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
2024 EBITDA Estimates
For the Three Months Ending
March 31, 2024
Low High
(in thousands)
Income (loss) before income taxes $ 18,000  $ 26,000 
Depreciation and amortization 25,000  26,000 
Subtotal 43,000  52,000 
Interest expense, net of interest income 7,000  8,000 
EBITDA $ 50,000  $ 60,000 
For the Year Ending
December 31, 2024
Low High
(in thousands)
Income (loss) before income taxes $ 206,000  $ 242,000 
Depreciation and amortization 100,000  110,000 
Subtotal 306,000  352,000 
Interest expense, net of interest income 24,000  28,000 
EBITDA $ 330,000  $ 380,000 
   
2024 Free Cash Flow Estimate
For the Year Ending
December 31, 2024
Low High
(in thousands)
Net income (loss) $ 125,000  $ 155,000 
Depreciation and amortization 100,000  110,000 
Other increases (decreases) in cash from operating activities (5,000) 15,000 
Cash flow provided by (used in) operating activities 220,000  280,000 
Purchases of property and equipment (110,000) (130,000)
Free Cash Flow $ 110,000  $ 150,000 
   
   

12


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended December 31, 2023
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 50,594 $ 5,435 $ 15,155 $ 3,205 $ 11,010 $ (37,949) $ 47,450
Adjustments for the effects of:
Depreciation and amortization 13,264 3,096 6,921 902 619 695 25,497
Other pre-tax 4,469 4,469
EBITDA 63,858 8,531 22,076 4,107 11,629 (32,785) 77,416
Adjustments for the effects of:
Foreign currency (gains) losses (2,275) (2,275)
Total of adjustments (2,275) (2,275)
Adjusted EBITDA $ 63,858 $ 8,531 $ 22,076 $ 4,107 $ 11,629 $ (35,060) $ 75,141
Revenue $ 199,505 $ 132,994 $ 161,239 $ 65,977 $ 94,914 $ 654,629
Operating income (loss) % as reported in accordance with GAAP 25  % % % % 12  % %
EBITDA Margin 32  % % 14  % % 12  % 12  %
Adjusted EBITDA Margin 32  % % 14  % % 12  % 11  %
For the Three Months Ended December 31, 2022
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 43,689 $ 6,132 $ 10,745 $ 4,866 $ 10,320 $ (33,575) $ 42,177
Adjustments for the effects of:
Depreciation and amortization 15,139 2,915 7,024 840 705 1,218 27,841
Other pre-tax (184) (184)
EBITDA 58,828 9,047 17,769 5,706 11,025 (32,541) 69,834
Adjustments for the effects of:
Foreign currency (gains) losses 193 193
Total of adjustments 193 193
Adjusted EBITDA $ 58,828 $ 9,047 $ 17,769 $ 5,706 $ 11,025 $ (32,348) $ 70,027
Revenue $ 167,387 $ 100,174 $ 122,476 $ 55,411 $ 90,775 $ 536,223
Operating income (loss) % as reported in accordance with GAAP 26  % % % % 11  % %
EBITDA Margin 35  % % 15  % 10  % 12  % 13  %
Adjusted EBITDA Margin 35  % % 15  % 10  % 12  % 13  %
13


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Three Months Ended September 30, 2023
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 47,818 $ 8,229 $ 26,745 $ 3,242 $ 14,140 $ (42,245) $ 57,929
Adjustments for the effects of:
Depreciation and amortization 12,805 3,067 6,931 909 600 1,284 25,596
Other pre-tax 1,517 1,517
EBITDA 60,623 11,296 33,676 4,151 14,740 (39,444) 85,042
Adjustments for the effects of:
Foreign currency (gains) losses (944) (944)
Total of adjustments (944) (944)
Adjusted EBITDA $ 60,623 $ 11,296 $ 33,676 $ 4,151 $ 14,740 $ (40,388) $ 84,098
Revenue $ 197,343 $ 122,877 $ 150,273 $ 66,056 $ 98,631 $ 635,180
Operating income (loss) % as reported in accordance with GAAP 24  % % 18  % % 14  % %
EBITDA Margin 31  % % 22  % % 15  % 13  %
Adjusted EBITDA Margin 31  % % 22  % % 15  % 13  %




14


RECONCILIATIONS OF NON-GAAP TO GAAP FINANCIAL INFORMATION
(continued)
EBITDA and Adjusted EBITDA and Margins by Segment
For the Year Ended December 31, 2023
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 174,293 $ 35,551 $ 64,546 $ 13,373 $ 45,003 $ (151,438) $ 181,328
Adjustments for the effects of:
Depreciation and amortization 54,365 12,220 27,956 3,608 2,504 4,307 104,960
Other pre-tax 1,399 1,399
EBITDA 228,658 47,771 92,502 16,981 47,507 (145,732) 287,687
Adjustments for the effects of:
Foreign currency (gains) losses 1,359 1,359
Total of adjustments 1,359 1,359
Adjusted EBITDA $ 228,658 $ 47,771 $ 92,502 $ 16,981 $ 47,507 $ (144,373) $ 289,046
Revenue $ 752,521 $ 493,692 $ 546,366 $ 255,282 $ 376,845 $ 2,424,706
Operating income (loss) % as reported in accordance with GAAP 23  % % 12  % % 12  % %
EBITDA Margin 30  % 10  % 17  % % 13  % 12  %
Adjusted EBITDA Margin 30  % 10  % 17  % % 13  % 12  %
For the Year Ended December 31, 2022
SSR MP OPG IMDS ADTech Unallocated Expenses and other Total
($ in thousands)
Operating Income (Loss) as reported in accordance with GAAP $ 118,248  $ 11,692  $ 49,256  $ 14,901  $ 44,168  $ (127,402) $ 110,863 
Adjustments for the effects of:
Depreciation and amortization 67,684  11,946  28,560  4,599  2,853  5,327  120,969 
Other pre-tax —  —  —  —  —  802  802 
EBITDA 185,932  23,638  77,816  19,500  47,021  (121,273) 232,634 
Adjustments for the effects of:
Foreign currency (gains) losses —  —  —  —  — 
Total of adjustments —  —  —  —  — 
Adjusted EBITDA $ 185,932  $ 23,638  $ 77,816  $ 19,500  $ 47,021  $ (121,269) $ 232,638 
Revenue $ 621,921  $ 382,361  $ 489,317  $ 229,884  $ 342,601  $ 2,066,084 
Operating income (loss) % as reported in accordance with GAAP 19  % % 10  % % 13  % %
EBITDA Margin 30  % % 16  % % 14  % 11  %
Adjusted EBITDA Margin 30  % % 16  % % 14  % 11  %
15