My name is Cynthia, and I will be your conference operator. I would like to welcome everyone to Oceaneering's Third Quarter 2020 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.

Thanks, Lindsay. Good morning, and welcome to everyone to Oceaneering's Third Quarter 2020 Results 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; and Alan Curtis, Senior Vice President and Chief Financial Officer. Before we begin, I would just 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 are also non-GAAP -- also include non-GAAP financial measures. Additional details and reconciliations to the most directly comparable GAAP financial measures can be found in our third quarter press release. We welcome your questions after the prepared statements. I will now turn the call over to Rod.

Good morning. Thanks, Mark, and thanks, everyone, for joining the call today. Today, I'll review the details of our third quarter results, and I'll provide you with outlook commentary and guidance for the fourth quarter of 2020 and for the full year of 2021. And after my closing remarks, we'll open the call for questions. So to start with, I'm pleased to report that our third quarter 2020 results reflect the benefit of previously disclosed cost improvement initiatives, and the recently announced realignment of our segments. Despite continuing energy and entertainment market headwinds, we generated free cash flow and both adjusted earnings before interest, taxes, depreciation and amortization, or EBITDA, and adjusted operating income improved as compared to the second quarter of 2020. I'm proud of how our employees have stepped up to the challenges brought on by the global pandemic, operating model changes and cost improvement initiatives, all the while continuing to deliver quality services and products to our customers safely and with minimal logistical delays. Now looking at our third quarter 2020 financial results. Our adjusted operating results exceeded our initial expectations and consolidated adjusted EBITDA of $45.1 million exceeded published consensus. Overall, we were encouraged by the performance of our energy businesses and the stable contribution from our Aerospace and Defense Technologies segment, or AdTech. Compared to our adjusted second quarter 2020 results, consolidated adjusted operating income for the third quarter 2020 improved by $5.1 million as efficiency gains from our cost-out efforts are meaningfully enhancing our bottom line results. Each operating segment reported positive adjusted operating income and adjusted EBITDA. Sequentially, the adjusted operating results for each of our segments, except Subsea Robotics, improved as compared to our second quarter 2020. Our cash position of $359 million at September 30, 2020, increased by $25.3 million from…

[Operator Instructions] Our first question comes from the line of Ian MacPherson with Simmons Energy.

Thanks for the overview, always very helpful and well organized. I mean what really strikes me is the call for flattish results next year, particularly robotics. I mean you're witnessing a down sloping year from Q1 to Q4 of 2020 and the rig contracting forensics have been -- obviously, been very anemic. So you see this business much more clearly than the outsiders, like I do. So what gives you comfort on that? And then also on products as well, you've had 0.5 book-to-bill year-to-date. So how do you see that stabilizing into next year as well? I think those are the 2 biggest pieces I'd like to get maybe some more pain on the pallet if you can provide it for me.

You know what -- I'm really glad you asked you because we've talked ourselves about trying to give a little -- at least a little better understanding. When we talk about the consolidated results, the puzzle pieces are going to be different. So what we see for robotics, and I'll talk a little bit about those, but I want everybody to think about the strength in our AdTech division that we've talked about and some of the other parts of our business that are flying a little bit separate from energy. That's part of the puzzle that helps us in 2021. But specifically to robotics, It's not a mirror image where you say first quarter looks good like it did in '20, and we modeled through the others. It really is about a stepping-off point. It's a very believable walk from Q3 to Q4 t into 2021. So we don't see any huge spring backs in working rigs. But we do think that you can close the gap between contract and working rigs, we can get a couple of more contracts, and we'll see some lift. And that comes directly from our customers and their confidence to build budgets around offshore activity. So I mean we've reviewed with all of them just in the past few weeks, and we feel comfortable with that. But it's not -- I don't want anybody to think we baked in some big V-shape recovery because that's not what's in there. And the same for Manufactured Products. I mean we think that we can keep collecting some orders and doing some things. But again, we don't expect a huge spring back in FID in 2021. So It's some good work that we're finishing in the first half of the year and then collecting some of the smaller bits and pieces, tiebacks and things like that for the back half of the year that we can get in the -- we can get out of the plants. But it's not It's nothing dramatic. So it's nothing that would run, I would say, in contrast to what other people are saying.

Yes. And Ron, I'd add just a quick comment. It also '21 benefits from the full year of the cost improvement initiatives that we've executed on during 2020. So that also factors into the overall decision with our guidance.

Exactly. Thanks, Alan.

Yes. And then on AdTech, is that more of a likely grower for you in '21 based on the recent contract wins and what you expect to garner going in down?

We see those a couple of wins in the bucket already and some other opportunities. So we do think that -- well, again, not dramatic growth but steady delivery. So -- and less susceptible to some of the, I think, concerns everybody has about the offshore market.

Our next question comes from the line of Sean Meakim with JPMorgan.

So to start, yes, I mean, kudos for your willingness to provide some expectations for next year, most have not been willing or able for obvious reasons. So just to build on that discussion, so we talk about the confidence around free cash flow in the next year and working capital being a big piece of it. So if we could, I mean maybe from Alan, and Rob, I'd love to hear your thoughts, too, it would be nice to hear your expectations for free cash or maybe operating cash flow and how that translates into free cash '20 and '21 ex working capital and/or onetime items like the Cares Act. So if you were kind of a strip those pieces out, which no doubt you'll take the cash where we can get it at this point in the cycle. Where do we stand on an operating cash flow normalized basis for 2021? Does that make sense?

Yes. Let me start here, and Rod can add some color if he wants. For the guidance that we were giving with saying significant free cash flow next year, that does not include any money coming in from the Cares Act. So that expectation is built in that we would have most of that received this year in 2020. Could it bleed over into '21? Yes, but that's not a component that we're using to drive significant free cash flow in '21. The prevailing items that will help us with driving a significant free cash flow are: One, the expectation we can keep our EBITDA in the same ballpark that we're at this year. That's a primary contributor as well as the release from receivables, I'll say, as working capital with milestone-related events on the two projects that we have in the umbilical business right now. So the timing of those payments, all -- it's been a little bit of a cash negative for us this year. It turns to a positive next year. So that's going to be the prevailing other item that will help us drive free cash flow.

Yes. And the only thing I do is I just -- I like the, for all, simple math, right? If you say that we identified these $100 million of cost out over the period of 2020, and just figure if it was all straight line, started at the beginning, got to a lot, we only realized part of them this year. Simple math would tell you, did we -- we probably didn't even get half of those that contributed to results this year. Think about a full year of those results for next year. So that's -- it's year-over-year, that cost-out stuff has a lot more impact in next year than it did this year.

Right. Okay. Fair enough. I appreciate that. And then can you maybe just walk through the decision-making around the CapEx guide for this year. So only one quarter left. I was a little curious I thought maybe that we just narrowed around the midpoint, but didn't necessarily take it down. And just thoughts around where you'll end up the -- I understand the $30 million number for unallocated for 4Q, I'm not sure if there's any seasonality to that. What's the proper run rate for unallocated and thoughts around CapEx as we stand here for next year?

Yes. I would look at, first off, the unallocated. I think $30 million is probably a reasonable run rate until we get a definitive plan in place looking at '21. When I look at the CapEx guide, certainly, we have looked at growth versus maintenance CapEx. We see that we've had some growth CapEx in 2020 as we had the drill pipe riser contract that we were completing. We could go a little bit lower. Obviously, if you just took off the growth CapEx that we had in 2020 from where we are at this point in time. I would say, though, we do still see reason for investment in our Digital Solutions within our Integrity Management and Digital Solutions. We see opportunity there. We see opportunity with some of the Isurus-type vehicles within the ROV space as well as what we're doing with our freedom vehicle. So there will continue to be some element of growth CapEx required as we move forward.

Our next question comes from the line of Taylor Zurcher with Tudor, Pickering & Holt.

Thanks for all the color on Q4 and 2021 as well. The first question is on the cost-out program. You've clearly made quite a bit of progress there year-to-date. I think, including deep DD&A, you're right in the middle of that original $125 million to $160 million cost-out target range you provided earlier this year. And -- do you have a target as to where you expect to be exiting the year on that cost-out program as we continue to move forward? It just seems you're finding incremental ways to drive that target a bit higher, at least those savings a bit faster than you previously anticipated. So any thoughts on where that total annualized cost-out number could end up as we ended 2021?

I think we're going to get a big part of the remaining '20 in Q4. We just got a lot of work going. And you hit it right. I mean whenever you do work like this, it's sort of that peeling the onion model. I mean as you find things and you take care of them, number one, you find other things, but number two, you also get better at it. And so -- and you see it better. So I think the possibilities increase as you go. It's sort of a logarithmic decline. Obviously, you take care of the big things first, and -- but you see that, that tail runs for a long time. And I would say that like again, most -- I think we get most of '20 in just in '20 to make sure I get the clear, this year. And then we're going to be keep -- still looking for things in 2021. So It's a gift that keeps giving if you've got a team stood up and you keep driving that sort of mentality inside the company.

Understood. And then for 2021, it doesn't sound like you're forecasting really much in the way of V-shaped recovery at all in Subsea Robotics. I think in one of the previous questions, you said you had just caught up with a number of your customers. I was wondering if you could just characterize the tone of those conversations? Or Is it a bit mix or some are getting back to work and others are still down for COVID or whatever other reasons, they may be down. But what's the general tone you're hearing from your customers right now with respect to offshore activity and spending plans over the next 12 months?

So I would say kind of just general tone. Very little being shoot off as COVID. And they all are global operators, right? They go through a lot of tough things going on in the world, generally not all at the same time like right now, but they know how to operate in tough conditions. So they're back to work largely. As far as they see that there's underinvestment going on so far this year, there's a fair amount of economic recovery happening around the world. So they believe that, that underinvestment and recovery could support prices and certainly at a point that supports continued offshore work. But they're also being very focused on where they work. They say there's not a lot of rank wildcat type exploration. They're going to chase leveraged oil as they speak, things close to infrastructure that allow them to get maximum benefit from the infrastructure that's already installed. And so they're very focused, but they believe that it's a good time to make investment. And for us, we like that because that kind of work, single well tiebacks, things like that, near-field tieback, that's good work for Oceaneering. So we're encouraged by what they're saying.

Our next question comes from the line of Mike Sabella with Bank of America.

I was kind of wondering if we could talk to a little bit about sort of the outlook for maintenance spending at the customer base next year. A lot of what we hear from your guide. There's still a bit of hesitancy to kind of step into these big, long-cycle projects. It seems that maintaining production with as little capital as possible is key. Can you just talk to us about how you think maintenance spending kind of as a whole trends over the next year if commodity prices kind of remain range bound your current levels?

So let me divide maintenance spending into a couple of things, production maintenance versus just integrity management. I think integrity management is something that's very key because, number one, just the license to operate. With everything that's going on in ESG, you just can't afford mistakes. You can't afford a loss of mechanical integrity. So they will continue to invest. That will be something that they want to do smarter and at a better cost point because it's not revenue generating necessarily, it's cost avoidance. So they will work really hard to look for good solutions. Not a bad thing for us because we believe we can be part of that, I would call it, upskilling and getting better at that. So I see that as a fairly positive trend in that integrity management part. And then in the production management, where we're trying to -- again, the cheapest barrels are already behind pipe. They're already connected to the flow line. So we want to make sure that we can do all we can with light well intervention with flow remediation and some of the other work that we do with that subsea kit. And I think that's going to be strong, especially if we see some price support and how to make the most of your budget? Those are good spends generally. And like you said, you don't have to commit to long-cycle projects. So I think you hit it. I think those are going to be fairly decent spots coming up for the next year.

Perfect. And then when we kind of think of capital allocation from here for Oceaneering, you also continue to build cash. Is there anything we can do at this point to maybe help improve the capital efficiency, the efficiency in the capital structure? Is there any way to kind of put that pilot cash to work during a return -- over the near term?

I'll let Alan answer a little bit, but I'll just jump in with. We were looking at a lot of things. I mean obviously you look at what's going on. If the debt starts trading at a discount, what things can you do out there in the market? So yes. And like we've said pretty obviously, that is a lot of that cash is sitting there with the expectation it's going to be used to retire a significant portion of our 24 debt maturities. So it's still a goal. It's still something we're watching. So I think that's where we're looking right now.

Our next question comes from the line of Kurt Hallead with RBC.

I appreciate you guys going out on the limb and taking a stab at 2021. Kudos.

Thank you.

Just -- I know you guys kind of gave us a high-level dynamics, and that's the most important element as we kind of look out into 2021, but always kind of beg the question around when you look at your different segments, which ones -- when you're thinking about flat on a year-on-year basis for overall EBITDA, you already mentioned some positive tailwinds for AdTech, looks like you've some positive tailwinds for Manufactured Products. So kind of taking that information AdTech and Manufactured Products could be up on a year-on-year basis in segment EBITDA and the other ones could be maybe flat to slightly down. Is that kind of a a good way to at least start to think about the individual pieces for next year?

Kurt, I think we're going to have to wait for the details on where it goes, but you caught the AdTech flavor certainly correctly from Rod. We do see that year-on-year, that could be an element that's outside the energy sector with the recent contract awards, it could be beneficial. Manufactured Products, I think what I was hearing was more of -- we have contracts that kind of will be working through their backlog the first half of the year, and the back half of the year is probably going to be more challenged. So I don't think we were trying to guide anyone up on Manufactured Products for next year. I think it's more of the timing of when some of that revenue could come through. If you look at the other parts of the business within the Offshore Projects Group, all we would have anticipated executing on light well intervention project in 2020. It looks like more of that is probably moving into '21. So that could be a little bit of a tailwind as we go into the next year. So there's going to be various moving pieces, and we still need to work through the details to give you better clarity.

Okay. That's fine. I appreciate that. So in the context of the incremental free cash flow expected in 2021, you were kind of addressed the prior question to a certain extent. But as you think it through, when you build cash on the balance sheet, can you give us some insight as to -- are you looking at this as a potential refi opportunity for the debt? Or are you actually looking at the prospect of reducing some of that debt load as you work through 2021?

I think all of the above. I think it is going to be the flexibility and optionality that the cash will provide us. We will look at the markets and what they may bring to us and what would be right to do at the time. So we actively review that.

Okay. And finally, in the context, you guys have exposure to the renewable energy segment. I think you guys are very well aware of how much attention that has gotten from investors lately, unfortunately, at the expense of oilfield service and other traditional energy plays. But you do have exposure to the offshore wind market through a cost. So I was just wondering if you might be able to give us an updated -- maybe some of your updated thoughts on how you see your exposure to the renewable market evolving.

I think we're still very excited about it. I mean we -- like you said, we've got exposure. We're already doing a lot of work. A lot of people -- I don't think most people realize that, while we haven't cost in the route clearance that came with it, our biggest participation is still in the traditional businesses, the survey and the ROE and some of the work that we're doing with tooling. So that stuff is there, and it's alive and well, and we build more and more relationships with the other installers and companies that service that business. So we're excited about it. I think we're all kind of hoping that it grows like it is expected. But it's always been a little bit further out than we thought. So it's got to be big and, hopefully, it happens sooner now with some of the emphasis that's been put on energy transition.

Okay. So can you give us some general sense of maybe what the revenue exposure currently is for maybe that renewable piece of the business?

We haven't broken it out because -- and it's why I try not to oversell this a little bit because it's still a fairly small part of our business because it only affects us in certain places, right? I mean it's actually a decent portion of our North Sea business. But overall, across the globe, it doesn't [indiscernible] large. And we've been pretty good at capturing some of the work happening here in the East Coast United States, but that's been -- it's just not a ton of activity yet.

Our next question comes from Blake Gendron with Wolfe Research.

I want to circle back on the AdTech business and just try to get a split for government revenue versus commercial. I think the old AdTech business was about 2/3 government. And then within that government piece, how much of that is space versus other aerospace and defense spending. On the contractor side, just to put a fine point on it. There seems to be some worry about just U.S. government spending rolling out over in 2022 and beyond. That's obviously on a 2021 problem. We'll see what happens with the election. But I guess, to get a better feel for how much is space exposure versus broader A&D would be helpful.

So let me -- I will let Alan talk to splits and then I'll talk about contracting. Alan?

Okay. Yes. So effectively, 100% of the aerospace and defense is government related. I mean there are a few small commercial applications made for space, but it's a small component. So I think it's best to think of it as 100% is government related. We have not broken out the space component by itself, but it tends to be a smaller component of the overall AdTech segment itself. So the lion's share of what we see in that is more the traditional defense technologies that we provide.

And as far as contracting goes, a lot of our -- a lot of the work we do is rollover contract stuff. it's been continuing work that's -- it has grown, but it's not new work. And so when we look at a change of administration or things that could go wrong, a lot of what we do or most of what we do would be under continuing resolution. So we don't see a lot of risk to that work. As far as new work coming up, I think the work that's going on at NASA seems to have really good bipartisan support, especially return to the moon and the things that we talked about today. So I just met with a group of colleagues yesterday, and we're very close to support for the space program because it's what they live and breathe every day, and they felt comfortable with that as well. So I don't think there's a lot of risk in that government business, but it's -- there could always be some knee-jerk reactions, but it would have to dig deep because it would have to disrupt work that's already going on.

That's totally fair. And I don't want to focus too much on the smaller parts of your business, but integrity and digital solutions is one of the more exciting. I think directionally some of the changes you made internally and maybe become a little bit more commercially intense there. So I appreciate the growth capital potentially could go to that segment and I appreciate the rundown on the prior question as to the various opportunities. I guess I'm just wondering what opportunities would you consider incremental for that segment? And then if you were to pursue these opportunities, would you anticipate any modest margin friction until you got critical scale in those applications? Or are you going to focus on being more commercially intense in the services that you provide currently?

So great question, excited to answer that. You -- it is a great focus area for us, and it's something that I've been passionate about for a while. Because I think the -- especially the integrity management piece has been very hands-on mechanical work for a long time. And all of our customers say, "I want to be able to inspect the pipeline, the pressure vessel without having to open it up and put a man inside and things like this." So they -- directionally, they really want to go this way. And when we talk about what can we do, some of it is predictive analytics, some of it is big data processing, some of it is embedded sensors, some of it is use of drones and crawlers to get men out of the way. So there's this opportunity, number one, to gather more data safely, and we feel like we're well positioned to do that because we've got subject matter expertise. We've had the guys hanging from ropes underneath the platforms. So we know how -- what inspection gets done and how it gets done today. But we've also got the robotics side that -- this is something we did once before. We took divers out of the water and replaced them with machines. We believe we can take men off the ropes and replace them with machines. So there's that data gathering part that, I think, is really good. And generally speaking, it's -- that whole business has been lower capital intensity. But we do see the need to invest in some of the robotics, in some of the software to drive this vision ahead. And software has some -- like you said, some frictional effects. You invest early developing robotics, you invest early, but they're very scalable. And so while you go through some of that, it's not huge capital investment like building vessels, and the scalability of the investment is much, much better once you get the product developed. So I think it's a great space to watch, if you will, because there's market pull for it. And I think that the bang for the buck is pretty high there.

Understood. And if I could just squeeze one more in. It happens in the world in which you had 0 debt, and you're looking to do some M&A, which segments in particular would you look to do either because you see attractive opportunities? Or because you think it's a space that from a technological perspective could benefit from the bolt-on of various disparate technologies from different end markets?

I think there's bolt-ons in most of our businesses. And I would say, though, that when we talk about what I just mentioned with robotics and specialty robotics, I think there's a lot of ways to leverage our knowledge about how to deploy, how to maintain, how to service, how to navigate, operate and train people to run robotics. We could always take a unique robotic application and put it in our arsenal and be able to deploy that quickly, whereas somebody who had a really great idea, but doesn't know how to get it out in the market and get it operating, those partnerships be really powerful for us. So I think there's that. Again, software development, maybe adding capabilities for our marine logistics those are opportunities for us. So it's pretty broad across the business. If we look for large scale -- large bolt-ons for scale, those are a little more challenging because we just have to say how health are those businesses. And is it something that's going to creative in the near term, even it is maybe longer term.

[Operator Instructions] Our next question comes from the line of David Smith with Heikkinen Energy Advisors.

I I'll reiterate what everyone else has said about the '21 guidance. Very helpful, and appreciate it. I did want to ask, with the segment realignment we got a better view at some of the products and service lines. And I was a little surprised at how negative mobility solutions margins were in the first half. And I understand there is uncertainty around the COVID outlook and when that business picks back up. But I wanted to ask about your approach to eliminating losses from that subsegment and whether it's possible to get those margins to breakeven without theme parks getting back to normal.

So it's -- that's an interesting. It's a little bit of a really 2-sided coin. Most of our business in mobility solutions has been the entertainment business. That's been the big part of it. And of course, entertainment, even talk about many business that's been challenged, the theme parks have been extremely challenged the first half of the year. So they slammed on the brakes on almost everything they were doing. And a lot of our work was -- actually was in China for the first half of this year. So that was very challenged about getting back to China. We're actually there in a small way right now. But that's the biggest challenge there. So we did -- we shifted down a lot. We made some pretty significant cost cuts in that business where we could without losing capability. So that was a big reaction there. If you look at the other half, though, the other half of the business is one that is smaller and it's -- and we've been more project-based to date. We've been working on more standardized products. But you think about reducing the number of people in the plant by adding mobility solutions to a manufacturing plant, keen interest in that because now after a global pandemic, a lot of the customers are saying anytime that we could reduce the interaction of people to make sure these plants can keep up and running in a situation like we've experienced this year, definitely renewed interest. And whether it's a manufacturing plant, we've done some work for hospitals as well. The interest in that product is definitely going up. So trying to field those interests to make sure which ones are real and which ones are lucky Lou, so to speak. They just are curious about what that would mean, has been kind of the challenge there is to make sure that we aren't chasing things that won't ever develop. But it is -- it's a 2-sided business, and we knew that exactly -- I think we believe that some people had maybe higher expectations or higher understanding of those businesses, and we expected we get some questions when that was -- when you could get a little more visibility to that going forward.

I appreciate the color. And the other one, a follow-on question. It looks like your vessel-based ROV activity was higher in Q3 than at any point since 2015. Just wondering if you could give any color around that pickup and whether anything in your '21 outlook includes higher vessel-based ROV activity compared to '20?

I would just say that relationships keep getting better with the vessel operators. And for a while, it's a little bit challenging sometimes for us because we were vessel operators in a big way, and they saw us as a competitor. And so it was a little bit difficult to reconcile [indiscernible]. But now that, number one, we're doing more of our vessel operations on spot higher and short-term charter as well. I think we're starting to resolve those relationships. And we just picked up a significant contract with a vessel operator. So the relationships are getting better, our placement on board, vessels owned by others is getting better. And I think that's just a sign of how we're building that part of the market for our customers.

There are no further questions in queue at this time. I'll now hand the call over to Mr. Rod Larson for closing comments.

Well, thanks, everybody, for all the great questions. And since there are no more, I'd wrap up by thanking everybody for joining the call. And this concludes our third quarter 2020 conference call.

This concludes today's conference call. You may now disconnect.