My name is Pamela and I'll be your conference operator. I would like to welcome everyone to the Oceaneering's first-quarter 2021 earnings conference call. [Operator instructions] With that, I will now turn the call over to Mark Peterson, Oceaneering's vice president of corporate development and investor relations.

Thank you, Pamela. Good morning, everyone and welcome to Oceaneering's first-quarter 2021 results conference call. Today's call is being webcast and a replay will be available on Oceaneering's website. Joining us on the call today are Rod Larson, president and chief executive officer, who will be providing our prepared comments; and Alan Curtis, senior vice president, financial officer. Before we begin, I would just like to remind participants that statements we made during the course of this call regarding our future financial performance, business strategy, plans for future operations, and industry conditions are forward-looking statements made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Our comments today also include non-GAAP financial measures. Additional details and reconciliations to the most recent directly comparable GAAP financial measures can be found in our first-quarter press release. We welcome your questions after the prepared statements. I will now turn the call over to Rod.

Thanks, Mark, and good morning, everybody. Thanks for joining the call today. We're pleased to be sharing with you today our first-quarter 2021 results, which reflect another quarter of operating discipline and incremental efficiency gains. While significant challenges remain with regard to the ongoing COVID, confidence is returning to the markets as demonstrated by increasing demand. The developing demand recovery, combined with continued OpEx plus discipline has created more stable industry fundamentals, thereby, supporting the expectation of increasing levels of activity for most of our traditional services and products over the next several years. Today, I'll focus my comments on our performance for the first quarter of 2021, our consolidated in business segment outlook for the second quarter of 2021, and our improved consolidated 2021 outlook, as well as, thoughts on how we're supporting our customers with their lower carbon and energy transition needs and efforts. Now for the results. For the first quarter, we reported a net loss of $9.4 million or $0.09 per share on revenue of $438 million. These results included the impact of $3.2 million pre-tax adjustments associated with restructuring and other expenses, and foreign exchange losses recognized during the quarter. Adjusted net income was $2.8 million or $0.03 per share. We've continued to improve our operating performance by driving operational efficiency, led by focusing on safety, quality, and value-based solutions for our customers. I'm pleased with the rate of progress made during the first-quarter 2021, which enabled each of our operating segments to generate positive adjusted operating income and adjusted EBITDA, and our adjusted consolidated EBITDA of $52.8 million, as both our guidance and published consensus estimates. Based on our first-quarter results and revised outlook, we are narrowing our expected adjusted EBITDA range to $180 million to $210 million for 2021. Now let's look at…

[Operator Instructions] The first question comes from the line of Mike Sabella, Bank of America.

Hey good morning everyone. Good morning. So I was wondering maybe if you could just talk just kind of a little bit of a guide narrowing of the range really sort of bringing up the bottom end. But if we just kind of look at the second half and take what why you did in 1Q and 2Q guide it looks like the bottom of the rain might imply just kind of a step down from where we are today. Can you just talk us through some of the things that could potentially bring you to the bottom under at the end of the range and kind of how we should be thinking about that?

Yes. I think we're really, and Mike, it's not really a new story. I guess, there's a couple of new things. But first of all, about the standard stuff, the call at work in the Gulf of Mexico if something were to happen. And of course, we've seen, so far everything has been going well with permitting and work getting done in the Gulf of Mexico. But with the administration, we take a cautious look at that and make sure that our customers can continue working. But as long as that happens and we've got a good -- a good commodity price, I think we'll see good activity. So while that that's out there as a possibility, I think we do feel good that that activity will stay strong. The other thing that we're looking at is, how much can we put into the plants? We've got the umbilical plants which generally have a longer lead time in manufacturing products, but we've also got the other businesses, Greylock in particular, the connector businesses that can do a faster turn. So if we can get more throughput there that -- that again brings us up. So there's a little bit of -- there's a little bit of risk weighting there, but -- then just generally, again, kind of going back to some of the same old stories. We've got some big deliveries for manufactured products in the back half of the year and we just need to make sure that the customers are ready to take those on and I think, I'm not questioning whether or not we can get that and it's just what happens when we're finished. So, we got -- we got some fourth-quarter stuff going there, and of course, just the total leveled activity in Q3, but I think that's -- that should give you a pretty good feel for where we see the uncertainty, at least, in the back half of the year. I wouldn't call it more to the upside maybe than the downside, but those are the those are the variables. Alan would you add anything?

No, I think it's just really the uncertainty. Right now, we certainly see a stable oil price that's benefiting us should something happen. We talked about OPEC plus stability that's really brought to the markets. That's something that in the event something changed, like we saw last year, whether it's COVID or OPEC plus, that could drive markets down. And some of those things that we traditionally say move the fastest, typically our OPG business would be impacted if that was the case. So if we see the continued stability in that price, I think we would be looking more toward the upper end.

Got it. Understood. And then if we could just kind of switch gears and maybe just a longer-term question around, Subsea Robotics margins. We don't have a whole lot of history to go off of given the resegmentation last year. You all right now are kind of at or you were sort of near, where do the peak of anything we've seen from you guys reported so far. If we think about that segment sort of longer-term, where can work and margins get to in Subsea Robotics? What is more normal, it's kind of medium-term for that segment?

I think the -- a lot of the upside, I don't think comes from some big, strong market-driven rebound, where there's scarcity and prices get moved up. I wouldn't look for big movement there. I'd look for incremental improvements with technology. And as we start to offer more of the differentiated products like SRS and freedom and more survey work in the mix, I think those are the things that really drive margins up. But it's not going to be wild swings, like when rigs were scarce and ROVs were scarce. I think you'd watch the technology improvements. I think that's what's delivering value for our customers and it's not just on the down manning and some of the other things that we see from those products or available vessel days. There's a -- there's a carbon here that's really important to think about with liberty and freedom, where we can offer our customers a solution that that really does reduce their carbon footprint. And if you're if you're buying carbon credits to offset that that has a real financial value. So I think that's where I see the changes happening. That those are slow steady changes, they're not -- they're not some whipsaw market kind of thing that I'd be looking for.

Understood. Thanks, everyone.

Yes. Thanks Mike.

Your next question comes from the line of Ian Macpherson with Simmons.

Thanks. Good morning Rod.

Good morning Ian.

I'll repeat the same question around potential conservatism with the guidance. I just -- in the base -- let's just exclude the possibility that the world relapses, but in your base case that's not that. What else besides the LWI contract expiring in Q2? What else is an obvious minus in the second half versus the first half? I just don't see it in any of the other segments. Maybe a little bit in products, but just a bit of follow-up on that. Rod?

It -- and our story really well, so I'll -- I'll just say, the last couple of years, we had some nice long season work. Some of that was hurricane activity than others that drove some OPG work from third quarter to fourth quarter, and gave us, the back half was just stronger with a longer season. It was kind of unique to the last couple of years, we haven't seen that every time, cautious about how much fourth quarter activity will have. So that's the -- that's probably the biggest thing when you're trying to compare year over year and you're looking at that. I'd just say, we're going to have to see if we get -- if we get the benefit and along with a strong steady oil price, right? And that's another thing that more stable oil price could also help us from the back half of the year, but we're going to have to see how that plays out. So we are we are being cautious and you could kind of pick the right spot.

So really, really focused on OPG, is the biggest wildcard.

OPG and Subsea Robotics due to the same extent because they get that -- they get that boost from weather and seasonality. And then just, some of the same work that OPG does also affects them especially here in the GOM.

Okay. Caught your press release recently on the jammed through April orders and products of 135. I, either misheard or was confused by your comment in the prepared remarks on book-to-bill for products, both for this year. If I could ask for a repeat on that, sorry.

Yes. We guided to a 1.1 to 1.5 for the full-year book-to-bill.

Okay. So quite an acceleration there from trailing order rates.

If one thing you continue to see though in this, a lot of these awards are very lumpy. So if we continue to see our customers progress with their [indiscernible] a couple of these are pretty substantial in nature. So when we get the bigger awards, that's when you'll see the inflection points, I think.

Okay. Thanks, Alan. Thanks, Rod. Got it.

Got it.

The next question is from the line of Taylor Zurcher, Pickering and Holt.

Hey, good morning and thank you that the manufactured products awards that you talked about are obviously really encouraging to see. And just more broadly in your deepwater oriented segments, could you help us think about where you're seeing the most shots on goal? As we've progressed through 2021, it feels like Brazil is probably at the top, a bright spot right now and that's likely to continue. But are you seeing any source of green shoots activity in other regions around the world, like particularly, West Africa and even in the Gulf of Mexico from a deepwater activity perspective?

I would say, yes. We're we see -- and one thing is the Norwegian Continental Shelf continues to be pretty steady, so that's been good. Projects there been have been holding in green shoots. Things that spike out, obviously, you said Brazil and Latin America. I mean the Northern Latin -- the Northern and South America, up in Guyana and Surinam continues to be a very positive thing. I'm thinking about the whole Gulf for example, that there's energy reform has been strong and there's been good things happening in both Mexico and the United States. So I think about some of the projects that are happening there. So, yes, it -- West Africa is -- there's good things that -- actually, I would call it just all of Africa. We've got some things going there. But again, there's some challenges in Africa, so I kind of all -- you take the puts and takes. It's hard to say that as an overall, it's going to be really strong. I would say it's more of the -- more the other places that we talked about. You probably caught it that, like it tells force majeure in Mozambique is -- they've got to get some things cleaned up there. But that's -- that's not unusual for that part of the world that we've got some rebalancing all the time, but we'll watch that space to see -- if they could get to the right side of that, it could be good.

Okay. That's helpful. And my follow up's in IMDS. I realize it's a small -- smaller earnings contributor, but at the margin progression on basically flattish revenues has been -- it's really nice to see and you've talked about building pipeline of opportunities in that segment. I'm just wondering if you could give us an update as to what you're seeing in that segment? And maybe talk a little bit about, how you're transforming the way you're doing work such that margins continue to improve moving forward?

Yes. Sure and thanks for asking. I mean, it is -- it is one of those things that we haven't talked as much about in the past. But it is that -- that moving from just being an inspection, more inspection work to more that integrity management work, more predictive modeling, we talked about bringing the work to people. We're doing more of a -- more remote access to the assets and then sending the data to be worked onshore. So instead of bringing people to the asset, we're bringing the asset data to the people and that efficiency change has been great. But also, we've got to think a stronger handle on the value proposition for the customers. We've been able to penetrate new customers and grow in different markets. So I think getting a more global footprint has been an opportunity for growth there, but the real prize to me is moving up the value chain. It's really moving from inspection to integrity management. We talked about machine vision, machine learning, artificial intelligence, predictive modeling, that's where that business needs to continue to grow and we've got great people in place to do that. Talk about the technology and the application of the technology, so that's what we see as the promise to keep moving the margins there and to continue to grow the business.

All right, good to hear. Thank you.

Yes. Thank you.

Your next question comes from the line of Blake Gendron of Wolfe Research.

Yes. Thanks. Just want to come back to the OPG segment. Some variability it sounds like, some upside potential, a nice handoff between Angola and the Isurus call out work potentially here in the back half of the year. I'm just wondering, first on the profitability profile of those two things. We see Angola roll off and [indiscernible] pick up. Is that going to meaningfully change segment margins? And then, seasonally or otherwise with strength and commodity, what kind of follow through to be potentially seen in IMR in 2022. I know you're one of the few companies that endeavors further out guidance. So maybe you have some visibility into this.

Let me start with the hand off. I don't see dramatic shifts there. So it was a margin shift, I do think that we do need -- we do need the activity levels to make that. So we got to get -- we have to get the utilization of assets and that's really where that that magic happens. And you -- we mentioned that a little bit about getting the assets that we currently have under contract pretty fully allocated and then being able to add to that capacity with spot charter. So we'll be a big part of hitting those kind of high end of OPG possibilities for the second half of the year. Farther out, I just wouldn't say it. I mean the campaigns tend to be hard to predict. I mean when they come, they're good, you work on them. But a lot of times, they're -- they are price sensitive and they're budget sensitive. So you don't -- I wouldn't venture to predict them out to many quarters, but Alan, anything you'd want to add to that?

Yes. I would add one thing that I was remiss in saying earlier was, when you look at the first half of the year versus the back half in OPG, not only the well intervention project that we have that generates a lot of revenue here in the first half, but we also have the fill support services contract that we're executing that's predominately in the first half of the year and fills in the July timeframe. So you kind of look at the revenue step down the back half, those are two pretty substantial projects that we're working on in the first half the year that certainly does not replicate itself in the back half. So we need to see more of that call out nature, IMR type activity in the back half to supplement it. So that kind of is part of why we don't have this greater visibility into those markets right now. They tend to be a little bit shorter duration phone calls that we get.

That's totally fair and I appreciate the detail. I wanted to come back to capital allocation. You mentioned the 2024 and some of the optionality that you're going to be looking to attack that maturity. You noticed or you called out the step down in borrowing capacity on the revolver, I think you mentioned late 2021. Obviously, you've got some great organic growth avenues here especially in your nonenergy segments. Would M&A be a reason to potentially get after that maturity or not, sooner rather than later? Are there any opportunities saying in some of your nonenergy businesses, where M&A could be a foremost capital allocation driver for you?

I think there -- I think there is. I mean when we think about those, they tend to be -- they don't tend to be big transformational things. They tend to be ways that we can go pick up technology that we can use kind of within our core competency, particularly, Marine. So I think those are the kinds of things we'd be looking at there. It always -- I mean optionality, preserving a howdy is always a big part of what we're thinking about when we talk about retiring debt early, addressing the debt, adjusting maturities, things like that, so access to capital. But I think we still are operating on first and foremost, getting to a leverage ratio that the investors are comfortable with and then kind of setting that as our new normal as we go and pursue growth opportunities.

Makes sense. I appreciate the time. Thanks.

Yes.

Your next question comes from the line of Samantha Hoh with Evercore ISI.

Hey, guys. Thanks for taking my question. I just have a couple of real quick ones on SSR. I called out how your survey works in the first quarter a couple of times and I just wonder if you could elaborate on what that is being driven by? I'm kind of curious if this were traditional oil and gas consumers? Or is it also benefiting from maybe some of the energy transition type work?

No, right now most of this is in our traditional businesses. We have done work in the offshore arena for that transition into wind and East Coast Wind specifically, but the work we're doing here is predominately with traditional customers.

And are customers sort of taking advantage of just lower pricing? Or are they just think about maybe getting back more aggressively offshore?

I would say it's more moving activity, Samantha, than it is any sort of kind of opportunistic capture of price and it's the first step. So I think it bodes well for the rest of our businesses as well.

Okay. Great. And then the other question with your newer ROVs that you highlighted. I'm curious if those ROVs are working right now and what sort of cost it would be to have more of those? Sort of, the Liberty Freedom type assets?

Sure. Well, let me start with Liberty. Liberty is being used primarily in the North Sea and it's an opportunity for the customers who know that they've got installed asset-base Subsea that they can leave the Liberty system without having a boat there to tend it if you will. And it can communicate via the bouy to the surface. It's got battery power, they continue to do work and do monitoring exercises, while other things are happening in the field and while they're doing production tester, what have you. So that reduces the cost quite a bit by allowing them to not have the cost of that boat or the carbon footprint of having that boat there. So that's an opportunity there. That system -- because of the handling system and everything else, and the fact that almost all of these vehicles are in some way shape or form reverse compatible with the exception of Freedom, we utilize a lot of spares, a lot of a lot of existing vehicles to build these systems. So the cost is pretty manageable, it's not a huge capital expense given the kind of options. So that's going on and it's good news when it happens. If I use the Isurus, Isurus is an interesting one because it is got a lot of repurposed equipment in the system. So the cost for us to put an Isurus system on is very cost effective and it's great benefit to our customers because they see the value in -- it can actually operate in higher currents, which means if you are -- and most of these are offshore wind installers and so there -- we're releasing these directly to the vessel owners and the installers themselves and we can get them more days of operation per year by being able to operate the ROVs in higher weather conditions. So that is up -- you can see where that being a huge value if you've got a vessel out there that otherwise would only work, let's say, two a year. If you can get them to 250 days a year and that utilization is much, much better. So we're looking at things like that. Liberty Freedom is a step change. It's a whole different thing, where we leave a vehicle resident in a lot of cases or we're using it to do different types of survey, where you get a lot more value for your survey. You get a lot more work done, where you can do -- you can use what we call adding and measurement surveys at the same time. You're not just doing surveillance, you can actually go back and do spot measurements as well, and that allows you to only deploy once rather than deploying twice, once for scanning and once for direct measurements. So they all have high impact to our customers and they all have what I would call reasonable capital demands comparable to the rest of our fleet.

Thanks for all that.

Your next question comes from the line of David Smith, Heikkinen Energy.

Hey thank you and good morning.

Good morning, David.

I was hoping to touch on the ADTech guidance real quick. Similar margins sequentially, really strong margins. Full-year margin guidance look, if I am to say it right, flat year over year. Am I mistaken that implies a step down on the margin rate in the second half of '21? And there's also –

Yes, there is some of that and Alan might jump in here, too, but it's a lot to do to mix. When we picked up some of the big, like, the big sub rescue contract. Short of a mobilization which we don't hope for mobilization of a sub rescue, but sort of a mobilization that is a bulky business with lower margins. So that that mix change does affect ADTech as well. Alan, would you be adding?

Yes. I think the other component, as you said in the mix change, with the human lander system that we benefited from last year tends to be a value-engineering type work that was going through first quarter of this year. So with the Dynetics team not being successful or at least they are appealing it, I think along with the origin, but the expectation is that's not going to materialize in the second half that we had hoped one stage.

Sure. It all makes perfect sense. Is it reasonable to think about the second half margin run rate as kind of normalized level for the business?

I think it's going to be kind of the more new normal. Yes.

Perfectly clear. Thank you very much.

Okay.

At this time there are no further questions. I will turn back over to Rod Larson for closing remarks.

Thanks, Pamela. Since there are no more questions, I'd just like to wrap up by thanking everybody for joining the call. This concludes our first-quarter 2021 conference call. Have a great day.

Thank you. Ladies and gentlemen you may now disconnect.