Good morning, afternoon. My name is Sylvie, and I will be your conference operator. Welcome to Oceaneering's Fourth Quarter 2023 Earnings Conference Call. I will now turn the call over to Hilary Frisbie, Senior Director, Investor Relations. Please go ahead.

Thanks, Sylvie. Good morning, and welcome, everyone, to Oceaneering's fourth quarter and full year 2023 earnings conference call. Today's call is being webcast and a replay will be available on Oceaneering's website. With me on the call today are Rod Larson, President and Chief Executive Officer, who will be providing our prepared comments; Alan Curtis, Senior Vice President and Chief Financial Officer; and Mark Peterson, Vice President, Corporate Development and Investor Relations. Before we begin, I would like to remind participants that statements we make 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 directly comparable GAAP financial measures can be found in our fourth quarter press release. We welcome your questions after the prepared statements. I will now turn the call over to Rod.

Good morning, and thanks for joining the call today. Today I'll focus my comments on our performance for the fourth quarter and full year of 2023, our market outlook for 2024, Oceaneering's consolidated 2024 outlook, including our expectation to generate positive free cash flow in the range of $110 million to $150 million and EBITDA in the range of $330 million to $380 million, and our segment outlook for the first quarter and full year of 2024. Now moving to our results. For the fourth quarter of 2023, we reported net income of $44.5 million, or $0.43 per share. These results include the impact of a $23.7 million discrete tax benefit, primarily due to changes in valuation allowances, uncertain tax positions, and prior year estimates, $2.3 million of pretax 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 was $19.4 million, or $0.19 per share. Consolidated revenue of $655 million was 3% higher than in the third quarter with revenue increases in our subsea robotics or SSR, manufactured products and Oceaneering Projects Group, OPG segments, more than offsetting a revenue decrease in our Aerospace and Defense Technologies for ADTech segment and relatively flat revenue in our Integrity Management & Digital Solutions or IMDS segment. Fourth quarter 2023 consolidated operating income of $47.5 million was 18% lower than in the third quarter due primarily to seasonal margin impacts in our OPG segment. Our consolidated adjusted earnings before interest, taxes, depreciation, and amortization, or adjusted EBITDA of $75.1 million was above the midpoint of our implied guidance range provided at the beginning of the fourth quarter and was slightly higher than consensus estimates. Although we experienced typical seasonality, it was worth noting that SSR's fourth quarter revenue and the EBITDA represented its best quarter in 2023 and OPG's fourth quarter revenue represented its best quarter in 2023. We see these as positive indicators for prospects in our businesses in 2024. We generated $153 million of cash from operating activities in the fourth quarter, invested $34 million in capital expenditures, resulting in free cash flow of $119 million for the quarter. It is also worth noting that we completed our previously announced debt transactions, retiring our $400 million of 2024 notes and successfully placing a $200 million add-on to our 2028 debt. As of December 31st, 2023, our cash balance was $462 million. Now, let's look at our business operations by segment for the fourth quarter of 2023 as compared to the third quarter of 2023. SSR operating income and revenue improved slightly in the fourth quarter of 2023, with lower activity levels in our 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. SSR's results benefited slightly from accrual adjustments resulting from personnel efficiencies recognized in the fourth quarter, as was the case in 2022, but to a lesser effect in 2023. Revenue split was 76% from our ROV businesses and 24% from our combined tooling and survey businesses. Fourth quarter 2023 ROV days on hire of 15,682 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 revenue per day - ROV revenue per day on hire of $9,618 was 3% higher than in the third quarter of 2023. Our fleet use during the quarter was 63% in drill support and 37% in vessel-based services compared to 61% and 39% respectively during the third quarter. Fleet utilization declined to 68% in the fourth quarter from 69% in the third quarter of 2023. We ended the quarter and the year just as we began with a fleet count of 250 ROV systems. During the fourth quarter, we retired six systems and added six systems to our fleet. At the end of December, we had ROV contracts on 89 of the 146 floating rigs under contract, or 61%, the same percentage as on September 30th, 2023, when we also had ROV contracts on 89 of the 146 floating rigs under contract. Turning to manufactured products, our fourth quarter revenue of $133 million was 8% higher than in the third quarter of 2023 on increased product throughput in Oceaneering Mobile Robotics or OMR. Operating income of $5.4 million and operating income margin of 4% declined sequentially due to changes in project mix and continuing planned startup costs in the mobile robotics businesses. As recently announced, manufactured products had solid bookings during the fourth quarter of approximately $200 million, which included large projects in the Black Sea and the Gulf of Mexico off the Coast of Mexico. Year end 2023 backlog was $622 million compared to the September 30th, 2023 backlog of $556 million. The book-to-bill ratio was 1.31 for the full year of 2023. OPG fourth quarter 2023 operating income declined on higher revenue. Revenue benefited from the carryover of international work from the third quarter and more seasonal activity in the Gulf of Mexico than originally expected. Fourth quarter 2023 operating income margin of 9% declined from 18% achieved in the third quarter of 2023 due to changes in project mix and pricing for Gulf of Mexico work. For IMDS, fourth quarter 2023 revenue, operating income and operating income margin were essentially flat period over period. Our 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 driven by increased shipyard labor. Fourth quarter 2023 unallocated expenses of $37.9 million were lower than the third quarter. Now I'll turn my focus to our year-over-year results of 2023 compared to 2022. For the year 2023, consolidated revenue increased 17% to $2.4 billion from $2.1 billion in 2022, with each of our operating segments achieving increases. Consolidated operating income and adjusted EBITDA also improved with gains in SSR manufactured products, OPG and ADTech, more than offsetting a slight decline in IMDS. Consolidated 2023 operating income of $181 million and adjusted EBITDA of $289 million improved by $70.5 million and $56.4 million respectively, with significant gains in our SSR, manufactured products, and OPG segments and a slight gain in our ADTech segment being partially offset by a modest decline in our IMDS segment. Cash flow from operations increased to $210 million compared to $120 million in 2022. We invested $101 million in capital expenditures and increased from $81 million in 2022. For the full year of 2023, free cash flow was $109 million compared to $39.8 million in 2022. At the year end, we had healthy liquidity with $462 million in cash and cash equivalents, and our undrawn $215 million credit revolver. We're pleased with notable achievements accomplished during 2023. Our SSR business continued to achieve outstanding drill support ROV performance with 99% uptime achieved during the year. Freedom, our hybrid ROV, AUV, or autonomous underwater vehicle, performed its first commercial project in 2023, successfully proving its ability to collect significantly improved and more complete data sets than are attainable through traditional AUV inspection techniques. Adding to Oceaneering's remote operating capabilities, our survey business acquired an uncrewed surface vessel or USV, to support deepwater geophysical and asset inspection operations, including AUV positioning and offshore and nearshore surveys. Interest in Oceaneering's MaxMover autonomous counterbalance forklift accelerated during the year. During 2023, we received orders for 205 forklifts, a 266% increase over 2022 orders. Manufactured products order intake for 2023 increased to $649 million, a 22% increase over 2022. Our OPG segment solidified its strategic presence in Brazil by securing a five-year contract from Petrobras for the operation of three existing Drill Pipe Riser, or DPR systems and the production of one new system to support intervention and completion operations. Our ADTech segment saw revenue growth in each of its businesses. In support of multiple Artemis missions, our space systems business secured a contract to produce the solid rocket booster thermal curtains and produced multiple Crew Module Uprighting System or CMUS. Our defense Subsea Technologies business received significant orders for submarine rescue, large and small ROVs, and manned deep submergent systems. Our Marine Services division saw significant growth of marine - submarine maintenance services in both public and private shipyards, plus strong demand signals for long term manufacturing for new submarine construction. From a safety standpoint, the Oceaneering team remains focused on life-saving rules, with a significant increase in the number of self-verification audits and the implementation of many engineered improvements across the enterprise to mitigate risks. While many of our annual financial metrics improved sequentially in 2023, I would like to highlight just a few of them. Consolidated backlog grew by 20% from $1.9 billion on December 31st, 2022 to $2.3 billion on December 31st, 2023, which is foundational for our 2024 expectations. On a consolidated basis, we achieved positive net income in each quarter of 2023. We retired our 2024 senior notes during the year using the proceeds from our 2023 debt offering together with cash on hand. As a result, we reduced our long-term debt from $700 million at the end of 2022 to $500 million at the end of 2023. We extended the maturity of our undrawn credit facility to April 2027. As of December 31st, 2023, our cash on hand was $462 million and our nearest debt maturity is $500 million in February 2028. Net debt to adjusted EBITDA ratio of 0.1 times on December 31st, 2023 improved from 0.6 times on December 31st, 2022. Our enterprise value grew to $2.2 billion at the end of 2023 as compared to $1.9 billion at the end of 2022. Diluted earnings per share or EPS, increased to $0.95 from $0.26 in 2022. Sustainability remains a key area of focus, with additional progress being made on our environmental, social, and governance initiatives. From an environmental standpoint, in 2023, we published our Global 2022 Scope 1 and Scope 2 emissions along with our four newly established activity-based greenhouse gas emission reduction targets as part of our second climate change report, informed by the Task Force on Climate-Related Financial Disclosures or TCFD. We also filed our annual sustainability report using a disclosure methodology outlined by the Sustainability Accounting Standards Board or SASB. Both reports are posted on our website. We continue to develop and evolve technologies using our digital and core robotics expertise to create efficiency for our customers while mitigating carbon emissions. From a social perspective, we remain active in the communities where we work. From a governance perspective, we created the role of Director of Sustainability, reporting directly to our Chief Compliance Officer. Oceaneering continues to hold an ESG index A rating with MSCI. Now turning to our 2024 outlook for the markets we serve. We expect the 2024 forecasted average brent price of approximately $80 per barrel to sustain healthy levels of offshore operating and capital spending throughout the year. Analysts and research service projections for other key metrics we track support expectations for consistently strong activity in 2024. Tree awards forecast for 2024 are essentially flat, with awards in 2023. There were 260 tree awards in 2022, an estimated 285 tree awards in 2023, and nearly 290 forecast for 2024. Tree installations are forecast to continue at asteady pace year over year, with approximately 339 installations forecast for 2024. Working rig count was 125 at the end of 2023 versus 215 in 2022. We expect the government-related markets we serve to remain relatively stable with continued modest growth for the foreseeable future. Research projections suggest a year-over-year growth of greater than 10% in the autonomous forklift market. This is consistent with projections for over 20% growth in the mobile robotics industry by 2030. And finally, we continue to seek opportunities to participate in offshore renewables markets and to continue to support our customers in reducing their greenhouse gas emissions. Now to our 2024 consolidated outlook for Oceaneering. Based on our year end 2023 backlog, expected increase in backlog conversion, anticipated 2024 order intake, and current market fundamentals, we are projecting our 2024 consolidated revenue to grow by more than 5% with increased revenue in each of our operating segments except for OPG. The expectation for revenue growth, coupled with improved pricing and continued operational efficiency programs underpin our expectations for sequential improvement in our 2024 financial results. We expect higher operating income in each of our segments, higher margins in our SSR and OPG segments, and relatively stable margins in our manufactured products, IMDS, and ADTech segments. For the year, we anticipate generating $330 million to $380 million of EBITDA with the sequential improvement being led by our SSR and OPG segments. At the midpoint of this range, our 2024 EBITDA would represent a 23% increase over 2023 adjusted EBITDA. We anticipate generating positive free cash flow of $110 million to $150 million. As has been the case over the past several years, we anticipate a substantial cash draw during the first quarter, which we expect to reverse over the course of the year. Based on current market conditions, we expect opportunities for continuing pricing improvements and margins in our energy-focused businesses and stable pricing and margins in our government-focused businesses. For 2024, we forecast our organic capital expenditures to total between $110 million and $130 million. This includes approximately $50 million to $60 million of maintenance capital expenditures and $60 million to $70 million of growth capital expenditures. We forecast our 2024 interest expense net of interest income to be in the range of $24 million to $28 million. We expect our 2024 cash tax payments to be in the range of $80 million to $90 million. This includes taxes incurred in countries that impose tax on the basis of in-country revenue and bear no relationship to the profitability of such operations. Directionally in 2024 for our operations by segment, for SSR, the expectation for improved results is based on increased ROV days on hire, the commencement of new contracts, and continued pricing improvement. Results for tooling-based services are expected to improve with activity levels generally following ROV days on hire. Survey results are also projected to improve with increased domestic and international activity in geophysical and survey and positioning services. Revenue growth is expected to be in the mid to upper teens range and EBITDA margins are expected to average in the low to mid 30% range for the full year. For ROVs, we expect the 2023 service mix of 63% drill support and 37% vessel services to remain generally the same in 2024. Our overall ROV fleet utilization is expected to increase to the high 60% to low 70% range for the year, with higher seasonal activity during the second and third quarters. We expect to generally sustain our ROV market share in the 55% to 60% range for drill support services. We continue to see opportunities to improve ROV revenue per day on hire. In 2023, we saw an increase of 7% year-over-year from $8,967 in the fourth quarter of 2022 to $9,618 in the fourth quarter of 2023. For manufactured products, we expect operating results and margins to improve slightly on an increase in revenue primarily based on 2022 and 2023 order intake, yielding improved margins in the energy businesses. Additionally, we are seeing increasing activity in our mobile robotics business as highlighted by our 2023 order intake for our MaxMover autonomous forklift. Mobile robotics businesses negatively impact margins in this segment as we implement tailored strategies for our entertainment systems and OMR businesses, respectively. For OPG, operating results are forecasted to improve on a modest decrease in revenue. These projections are based on expectations for improved vessel utilization in the Gulf of Mexico and increased activity levels in Brazil. Overall, for 2024, OPG operating income margins are expected to average in the mid-teens range for the year. These expectations are underpinned by several recent contractual commitments from multiple customers, yielding improved vessel utilization in the Gulf of Mexico and fewer unabsorbed vessel days. Additionally, we anticipate a shift in international projects resulting in higher margins and lower revenue. IMDS operating results are forecasted to improve on slightly higher revenue with growth opportunities in digital and engineering services. Operating income margin is expected to remain in the mid-single digit range for the year. ADTech operating results are expected to be slightly higher on higher revenue. We anticipate growth in all three of our government-focused businesses. Operating income margins are expected to average in the low teens for the year. For 2024, we anticipate unallocated expenses to average approximately $40 million per quarter. For our first quarter 2024 outlook, our EBITDA is forecasted to be in the range of $50 million to $60 million, sequentially expectations are for lower revenue and operating results in the SSR and IMDS segments due to seasonality. Our OPG segment will have reduced vessel availability due to planned regulatory dry docks on two vessels and expiration of vessel charters occurring prior to new charters commencing. Combined with the typical seasonality, we project OPG revenue and operating results will be significantly lower. Manufactured products operating results are expected to improve on relatively flat revenue due to improved cost absorption and changes in product mix. ADTech revenue and operating income are forecasted to remain relatively flat. As many of you have probably already observed, we planned the first quarter dry docks and changes in fleet composition in preparation for pronounced seasonal increases in the second and third quarters, which we expect will drive sequential improvements in both OPG and SSR. In closing, achieving success is a team sport, and none of these accomplishments would have been possible without our dedicated employees and management teams. I want to personally thank our Oceaneers for driving the successes we are seeing at Oceaneering. I also want to thank our shareholders, who are showing increasing confidence in our ability to grow and continually transform our company. I remain excited about positive market signs for our businesses, including the opportunity for improving margins in our traditional businesses and growing prospects we see to leverage our robotics experience into industrial markets. We appreciate everyone's continued interest in Oceaneering, and will now be happy to take any questions you may have.

And your first question will be from Eddie Kim at Barclays.

Good morning, Eddie.

Hi. Good morning. My first question is just on ROV's pricing, which has trended nicely from the start of the year to $9,600 per day in the fourth quarter. Looking ahead to this year, do you see ROV's pricing continuing to trend higher? I think you mentioned that in prepared remarks, but could you be exiting the year at maybe close to $11,000 per day, or is that maybe a stretch based on what you're seeing today?

So if you look at our – we actually closed the year. Our exit rate was very close to $10,000, just barely under $10,000 a day for 2023. So, depending on mix, obviously where the work occurs, we know if we get the balance of work that we expect to see in some of the higher margin regions, I don't think $11,000 is a crazy number to shoot for.

Okay. Okay, got it. And then my follow-up is just on the order, the manufactured products. You booked some nice Umbilical orders here in the third quarter, fourth quarter, total MP orders was $650 million last year. How do you see orders trending this year? And I was a little surprised to see that EBIT margins you expect to remain kind of in the mid-single digits for MP. I would have to think that pricing for the recent orders is higher than what you booked in the past, but maybe that just takes some time to flow through. Should we expect kind of an increase in EBIT margins in 2026? Maybe that's too far out. But just any color there would be great.

No, Eddie, great question. This is Alan. I think you're reading it right. These are very load lead-type items that we see. So in our call notes here, we talked about order intake from 2022 and 2023, for work we'll be executing here in 2024. So in 2022, we were able to improve pricing and yet again in 2023. But given the nature of these projects, a lot of the revenue streams really began here in '24, going into '25 and '26. So I think we have line of sight to start seeing more of the margin progression in '25 and '26 that you're referring to, as well as it's not just those projects. But Rod alluded to, right now, we're implementing some strategies both in our OMR business and OES, where those margins are detrimental today to what we earn in energy. And we do have expectations that we'll see those improve in the next two years as well as we implement those strategies.

Yes, and I would just add, Eddie, there was some goodness in 2023 around some special things in the Umbilicals like storage and other components. So that's a little bit hard to repeat. But if we look at the underlying pricing for the Umbilicals and the orders won, out with those kind of extraordinary events, we do see the pricing continuing in that way.

Okay, got it. That makes sense and great to hear. And then just your kind of forecast or estimate for total manufactured products orders this year, I mean, do we expect it to be flat or modestly higher? Just any thoughts there?

It really depends, Eddie. I would say we had a really big order, that Gulf of Mexico - Mexico order that came in at the end of last year is going to be a hard one, probably to repeat, but there are a couple of, I would guess, elephants out there. So it really would depend on the timing of when those contracts hit. But if we try to normalize over multiple quarters, we see - we pretty much see a pretty steady order book, a lot of projects being done. So, just kind of depending on timing, I think, over term, we don't see it, for example, leveling off or reversing in the amount of activity that's coming in the pipeline.

Okay, great. Thank you. I'll turn it back.

And the next question will be from Kurt Hallead at Benchmark. Please go ahead, Kurt.

Hi, Kurt.

Hi, good morning. How's everybody?

Doing well, thanks.

Good, good. Hi, I just wanted - I wanted to, you kind of referenced the dynamics at play for the autonomous forklift business and the industrial robotics growth rates. So, just trying to kind of square a couple of things up. You - the reference you made to the 10% growth for autonomous forklifts, was that specific to 2024?

Yes, it is Curtis. Let me differentiate. The overall mobile robotics is probably not quite as hot as the forklift side. So, when we say that 20% to 2030, that's probably not quite as warm as if we could totally break out the forklift market. So, we are talking 10% growth in 2024, but also taking that all the way through 2030, I think the forklift growth is going to outstrip that 20% that we're going to see in the balance of mobile robotics.

Got it. Okay. And then you referenced, you took in orders for 205 forklifts in 2023. Again, I'm just assuming, so you're going to take in 10% more than that in 2024. Is that how we should think about it?

Yes. I mean, out with timing. I do think that of large, those are - those can be kind of large orders, too. But you saw the big increase in year to year from '22 to '23. I think we're going to see '23 type levels feels like a pretty good go forward in the near term, maybe – and a little higher.

Okay, I got you. Just picking on the manufactured products in aggregate, and I know Eddie hit up on some of these questions, but what I'm - I guess what I'm having a hard time squaring up with is - you referenced that looks like revenue in the first quarter will be - your revenues will be flat revenue on manufactured products. Right. And then you said you see slight revenue growth in 2024. So it almost infers that to see slight revenue growth, your revenue is going to have to actually be flat to down for the ensuing quarters through 2024. So I'm having a hard time kind of squaring that up.

Yes. Let me try and take this one, Kurt. It's Alan. I'm looking at the rest of the year. Some of it's going to be the mix of what we have from a revenue perspective. So the first quarter we do see being up on a mix issue. I think Rod talked a little bit about some of the storage that we have that is beneficial here in the first part of the year, as we saw last year. When we look at the whole of the year, though, I think it's going to be turning more to a traditional manufactured products - product sell. and the margins that we have there in the back half the year. And then in the first quarter compared to the fourth quarter of last year, we talk a little bit about how we get steel tubes coming in at zero margins that bring the margin down in certain quarters, and then we perform the work the next quarter and margins go up. I think that's what you're seeing some effect on here in the first quarter is we had revenues in the fourth quarter associated with steel tubes, and now we're starting to produce those Umbilicals and we're seeing more of the profit margin coming through.

Okay, great. Just one follow-up. You guys have an enviable free cash flow generating position. I think, what, 16, the last 17 years or something, you've generated free cash flow. How are you guys thinking about potential shareholder distributions?

Thanks for asking the question, Kurt. We've been - I know that people are concerned about the first quarter being not as strong as we'd like, given the robustness of the year. And really the second, third, and fourth quarters play out really strong. So we're very confident. But we probably didn't think that Q1 was time to initiate any sort of shareholder return. But we do have - I mean, we do have approval from the Board to do share repurchases. And - I think we're going to be - we'll at least be taking a hard look at it in Q2, but certainly for the remainder of the year.

All right, that's great. Thanks. Appreciate it.

Thanks.

Thank you. Next question will be from David Smith at Pickering Energy Partners. Please go ahead.

Hi, good morning, and thank you. Just following on a little bit to Kurt's last question and appreciate the answer on the repurchase authorization. But just wanted to ask about your thoughts on if and when we might see a more defined shareholder returns framework, if that might be in the cards.

I think that's - what I said before, is probably. I don't know if I can get a lot more color, but we do have that. I think we've kind of talked about where we want to be. We do want to initiate some sort of shareholder return program. We've discussed that with our Board. So figuring out when's the right time to start. We've got a couple of growth opportunities. You saw that we're lifting the CapEx up in the business, and we've talked about expanding the mobile robotics, but it doesn't mean we're going to shy away from trying to put in. And I think our first choice would be some sort of, like you said, programmatic share buyback program that we're - we can go out and buy back some shares when the price is right and using the cash conservatively to get that program kicked off.

Okay, I appreciate that. Quick follow-up, if I may. Sorry if I missed it, but did you give any color or details on the manufactured products backlog split between energy and other?

No, we didn't. I think we gave some insights into the level of orders of intake on the mobile robotics side of the business, on the forklifts, and how it increased year-over-year. I think we've given some level of guidance that traditionally, those are about $250,000 per copy, plus or minus, depending on what all is ordered with each of them. So I think that should give some level of expectation. Yes.

I appreciate it. Thank you.

Thanks, David.

Thank you. And at this time, we have no other questions registered. I would like to turn the call over to Mr. Larson.

Thank you. And since there are no more questions, I'll just wrap up by thanking everybody for joining the call. This concludes our fourth quarter and full year 2023 conference call. Have a great day.

Thank you, sir. Ladies and gentlemen, this does indeed conclude your conference call for today. Once again, thank you for attending. And at this time, we ask that you please disconnect your lines.