oii-20220331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended	March 31, 2022


¨			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from to

Commission File Number: 1-10945

____________________________________________

OCEANEERING INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)


Delaware		95-2628227
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

11911 FM 529
Houston,	Texas	77041
(Address of principal executive offices)		(Zip Code)

(713) 329-4500

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed from last report)

____________________________________________

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨
		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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes þ No

Number of shares of Common Stock outstanding as of April 22, 2022: 100,253,589

Oceaneering International, Inc.

Form 10-Q

Table of Contents


Part I	Financial Information

Item 1.	Financial Statements
		Consolidated Balance Sheets
		Consolidated Statements of Operations
		Consolidated Statements of Comprehensive Income (Loss)
		Consolidated Statements of Cash Flows
		Consolidated Statements of Equity
		Notes to Consolidated Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3.	Quantitative and Qualitative Disclosures About Market Risk
Item 4.	Controls and Procedures

Part II	Other Information

Item 1.	Legal Proceedings
Item 6.	Exhibits

Signatures

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	Mar 31, 2022		Dec 31, 2021
(in thousands, except share data)
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	438,019	$	538,114
Accounts receivable, net	303,436		262,960
Contract assets, net	171,951		164,847
Inventory, net	162,261		153,682
Other current assets	67,054		68,400
Total Current Assets	1,142,721		1,188,003
Property and equipment, at cost	2,476,639		2,452,421
Less accumulated depreciation	1,996,380		1,962,825
Net property and equipment	480,259		489,596
Other Assets:
Goodwill	34,940		34,908
Other noncurrent assets	101,986		104,255
Right-of-use operating lease assets	142,091		146,097
Total other assets	279,017		285,260
Total Assets	$	1,901,997	$	1,962,859
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	108,015	$	122,327
Accrued liabilities	272,651		290,659
Contract liabilities	84,769		88,175
Total current liabilities	465,435		501,161
Long-term debt	701,808		702,067
Long-term operating lease liabilities	153,113		158,503
Other long-term liabilities	79,586		90,104
Commitments and contingencies
Equity:
Common stock, par value $0.25 per share; 360,000,000 shares authorized; 110,834,088 shares issued	27,709		27,709
Additional paid-in capital	148,060		173,608
Treasury stock; 10,580,499 and 11,033,098 shares, at cost	(605,893)		(631,811)
Retained earnings	1,282,703		1,301,913
Accumulated other comprehensive loss	(356,587)		(366,458)
Oceaneering shareholders' equity	495,992		504,961
Noncontrolling interest	6,063		6,063
Total equity	502,055		511,024
Total Liabilities and Equity	$	1,901,997	$	1,962,859

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


		Three Months Ended March 31,
(in thousands, except per share data)		2022		2021
Revenue		$	446,159	$	437,553
Cost of services and products		400,679		380,896
	Gross margin	45,480		56,657
Selling, general and administrative expense		46,519		42,874


	Income (loss) from operations	(1,039)		13,783
Interest income		796		519
Interest expense, net of amounts capitalized		(9,443)		(10,407)
Equity in income (losses) of unconsolidated affiliates		294		534
Other income (expense), net		444		(1,453)
	Income (loss) before income taxes	(8,948)		2,976
Provision (benefit) for income taxes		10,262		12,341
	Net Income (Loss)	$	(19,210)	$	(9,365)



Weighted-average shares outstanding
Basic		99,963		99,461
Diluted		99,963		99,461
Earnings (loss) per share
Basic		$	(0.19)	$	(0.09)
Diluted		$	(0.19)	$	(0.09)

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)



		Three Months Ended March 31,
(in thousands)		2022		2021
Net income (loss)		$	(19,210)	$	(9,365)
Other Comprehensive Income (Loss):
	Foreign currency translation adjustments	9,871		(2,856)
	Change in unrealized gains for available-for-sale debt securities (1)	—		1,054
Total other comprehensive income (loss)		9,871		(1,802)
	Comprehensive income (loss)	$	(9,339)	$	(11,167)

(1)	There is no income tax expense or benefit associated with the three months ended March 31, 2022 and 2021 due to an offsetting valuation allowance.

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	Three Months Ended March 31,
(in thousands)	2022		2021
Cash Flows from Operating Activities:
Net income (loss)	$	(19,210)	$	(9,365)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	32,019		36,471


Deferred income tax provision (benefit)	(168)		(1,136)

Net loss (gain) on sales of property and equipment	(36)		152
Noncash compensation	2,572		3,161
Noncash impact of lease accounting	(1,776)		(2,542)
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets	(47,580)		(11,616)
Inventory	(8,578)		10,628

Other operating assets	2,948		(1,672)
Currency translation effect on working capital, excluding cash	5,359		(670)
Current liabilities	(35,726)		(20,373)
Other operating liabilities	(10,325)		(4,761)
Total adjustments to net income (loss)	(61,291)		7,642
Net Cash Provided by (Used in) Operating Activities	(80,501)		(1,723)
Cash Flows from Investing Activities:
Purchases of property and equipment	(19,319)		(10,699)

Proceeds from redemption of investments in Angolan bonds	—		2,361

Distributions of capital from unconsolidated affiliates	—		1,195
Proceeds from sale of property and equipment	36		2,136

Net Cash Provided by (Used in) Investing Activities	(19,283)		(5,007)
Cash Flows from Financing Activities:


Other financing activities	(2,202)		(1,806)
Net Cash Provided by (Used in) Financing Activities	(2,202)		(1,806)
Effect of exchange rates on cash	1,891		(737)
Net Increase (Decrease) in Cash and Cash Equivalents	(100,095)		(9,273)
Cash and Cash Equivalents—Beginning of Period	538,114		452,016
Cash and Cash Equivalents—End of Period	$	438,019	$	442,743

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)



	Common Stock		Additional Paid-in Capital		Treasury Stock		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Oceaneering Shareholders' Equity		Non-controlling Interest		Total Equity
(in thousands)
Balance, December 31, 2021	$	27,709	$	173,608	$	(631,811)	$	1,301,913	$	(366,458)	$	504,961	$	6,063	$	511,024
Net income (loss)	—		—		—		(19,210)		—		(19,210)		—		(19,210)
Other comprehensive income (loss)	—		—		—		—		9,871		9,871		—		9,871
Restricted stock unit activity	—		(19,082)		19,452		—		—		370		—		370
Restricted stock activity	—		(6,466)		6,466		—