oii-20240331

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, 2024


¨			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.)

5875 North Sam Houston Parkway West, Suite 400
Houston,	Texas	77086
(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 19, 2024: 101,389,229

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


	Mar 31, 2024		Dec 31, 2023
(in thousands, except share data)
	(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	354,697	$	461,566
Accounts receivable, net	384,095		331,326
Contract assets, net	193,255		234,505
Inventory, net	216,914		209,798
Other current assets	88,531		68,464
Total Current Assets	1,237,492		1,305,659
Property and equipment, at cost	2,257,886		2,285,896
Less accumulated depreciation	1,835,797		1,861,603
Net property and equipment	422,089		424,293
Other Assets:
Goodwill	33,991		34,214
Other noncurrent assets	136,359		137,286
Right-of-use operating lease assets	398,946		337,554
Total other assets	569,296		509,054
Total Assets	$	2,228,877	$	2,239,006
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable	$	152,607	$	156,064
Accrued liabilities	400,621		411,781
Contract liabilities	150,150		164,631
Total current liabilities	703,378		732,476
Long-term debt	478,173		477,058
Long-term operating lease liabilities	325,890		293,482
Other long-term liabilities	92,293		101,907
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	94,270		131,774
Treasury stock; 9,447,084 and 10,030,200 shares, at cost	(540,988)		(574,380)
Retained earnings	1,440,392		1,425,257
Accumulated other comprehensive loss	(398,303)		(382,340)
Oceaneering shareholders' equity	623,080		628,020
Noncontrolling interest	6,063		6,063
Total equity	629,143		634,083
Total Liabilities and Equity	$	2,228,877	$	2,239,006


		Three Months Ended March 31,
(in thousands, except per share data)		2024		2023
Revenue		$	599,092	$	536,987
Cost of services and products		506,708		459,422
	Gross margin	92,384		77,565
Selling, general and administrative expense		55,691		50,815


	Income (loss) from operations	36,693		26,750
Interest income		3,040		4,466
Interest expense		(9,204)		(9,283)
Equity in income (losses) of unconsolidated affiliates		169		639
Other income (expense), net		1,480		78
	Income (loss) before income taxes	32,178		22,650
Provision (benefit) for income taxes		17,043		18,590
	Net Income (Loss)	$	15,135	$	4,060



Weighted-average shares outstanding
Basic		101,025		100,441
Diluted		102,250		102,029
Earnings (loss) per share
Basic		$	0.15	$	0.04
Diluted		$	0.15	$	0.04



		Three Months Ended March 31,
(in thousands)		2024		2023
Net income (loss)		$	15,135	$	4,060
Other Comprehensive Income (Loss):
	Foreign currency translation adjustments	(15,963)		(1,946)
	Change in unrealized gains for available-for-sale debt securities (1)	—		—
Total other comprehensive income (loss)		(15,963)		(1,946)
	Comprehensive income (loss)	$	(828)	$	2,114

(1)	We had no available-for-sale debt securities for the three months ended March 31, 2024. There was no income tax expense or benefit associated with the three months ended March 31, 2023 due to an offsetting valuation allowance.



	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, 2023	$	27,709	$	131,774	$	(574,380)	$	1,425,257	$	(382,340)	$	628,020	$	6,063	$	634,083
Net income (loss)	—		—		—		15,135		—		15,135		—		15,135
Other comprehensive income (loss)	—		—		—		—		(15,963)		(15,963)		—		(15,963)
Restricted stock unit activity	—		(37,504)		33,392		—		—		(4,112)		—		(4,112)


Balance, March 31, 2024	$	27,709	$	94,270	$	(540,988)	$	1,440,392	$	(398,303)	$	623,080	$	6,063	$	629,143













	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, 2022	$	27,709	$	155,858	$	(605,553)	$	1,327,854	$	(386,127)	$	519,741	$	6,063	$	525,804
Net income (loss)	—		—		—		4,060		—		4,060		—		4,060
Other comprehensive income (loss)	—		—		—		—		(1,946)		(1,946)		—		(1,946)
Restricted stock unit activity	—		(26,963)		25,351		—		—		(1,612)		—		(1,612)
Restricted stock activity	—		(3,884)		3,884		—		—		—		—		—

Balance, March 31, 2023	$	27,709	$	125,011	$	(576,318)	$	1,331,914	$	(388,073)	$	520,243	$	6,063	$	526,306


			Three Months Ended
(in thousands)			Mar 31, 2024		Mar 31, 2023
Business Segment:
	Energy
		Subsea Robotics	$	186,932	$	169,161
		Manufactured Products	129,453		112,939
		Offshore Projects Group	115,054		104,307
		Integrity Management & Digital Solutions	69,690		60,083
	Total Energy		501,129		446,490
	Aerospace and Defense Technologies		97,963		90,497
		Total	$	599,092	$	536,987



Geographic Operating Areas:
	Foreign:
		Africa	$	87,239	$	83,728
		Norway	57,724		44,940
		Brazil	57,052		40,615
		United Kingdom	50,199		40,365
		Asia and Australia	49,384		52,894
		Other	34,887		25,173
	Total Foreign		336,485		287,715
	United States		262,607		249,272
Total			$	599,092	$	536,987

Timing of Transfer of Goods or Services:
	Revenue recognized over time		$	551,850	$	495,484
	Revenue recognized at a point in time		47,242		41,503
Total			$	599,092	$	536,987


Jurisdiction						Periods
United States						2014
United Kingdom						2021
Norway						2019
Angola						2015
Brazil						2018
Australia						2019


	Three Months Ended
(dollars in thousands)	Mar 31, 2024			Mar 31, 2023			Dec 31, 2023
Revenue	$	599,092		$	536,987		$	654,629
Gross Margin	92,384			77,565			105,629
Gross Margin %	15		%	14		%	16		%
Operating Income (Loss)	36,693			26,750			47,450
Operating Income (Loss) %	6		%	5		%	7		%


	Three Months Ended March 31,
(in thousands)	2024		2023
Cash Flows from Operating Activities:
Net income (loss)	$	15,135	$	4,060
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	27,058		27,821


Deferred income tax provision (benefit)	(1,497)		(501)

Net loss (gain) on sales of property and equipment	(11)		—
Noncash compensation	3,233		3,325
Noncash impact of lease accounting	957		(3,012)
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets	(11,519)		(46,880)
Inventory	(7,116)		(13,235)

Other operating assets	(22,259)		(13,217)
Currency translation effect on working capital, excluding cash	(5,361)		(1,246)
Current liabilities	(58,994)		6,247
Other operating liabilities	(9,343)		(6,281)
Total adjustments to net income (loss)	(84,852)		(46,979)
Net Cash Provided by (Used in) Operating Activities	(69,717)		(42,919)
Cash Flows from Investing Activities:
Purchases of property and equipment	(25,518)		(18,308)



Distributions of capital from unconsolidated affiliates	1,413		1,272


Other investing activities	900		1,346
Net Cash Provided by (Used in) Investing Activities	(23,205)		(15,690)
Cash Flows from Financing Activities:

Employer tax withholding on settlement of shares	(7,344)		(4,936)
Other financing activities	(112)		—
Net Cash Provided by (Used in) Financing Activities	(7,456)		(4,936)
Effect of exchange rates on cash	(6,491)		(223)


	Three months ended
(in thousands)	Mar 31, 2024		Mar 31, 2023
Total contract assets, beginning of period	$	234,505	$	184,847
Revenue accrued	528,958		499,501
Amounts billed	(570,208)		(473,933)
Total contract assets, end of period	$	193,255	$	210,415


Total contract liabilities, beginning of period	$	164,631	$	112,950
Deferrals of milestone payments	54,636		49,513
Recognition of revenue for goods and services	(69,117)		(39,766)
Total contract liabilities, end of period	$	150,150	$	122,697