Document and Entity Information
Document and Entity Information Document - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | OCEANEERING INTERNATIONAL INC | |
Entity Central Index Key | 73,756 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 98,269,623 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 482,339 | $ 450,193 |
Accounts receivable, net of allowances for doubtful accounts | 466,456 | 489,749 |
Inventory | 266,636 | 280,130 |
Other current assets | 46,274 | 42,523 |
Total Current Assets | 1,261,705 | 1,262,595 |
Property and Equipment, at cost | 2,744,441 | 2,728,125 |
Less accumulated depreciation | 1,644,251 | 1,574,867 |
Net Property and Equipment | 1,100,190 | 1,153,258 |
Other Assets: | ||
Goodwill | 450,801 | 443,551 |
Other non-current assets | 279,105 | 270,911 |
Total Other Assets | 729,906 | 714,462 |
Total Assets | 3,091,801 | 3,130,315 |
Current Liabilities: | ||
Accounts payable | 81,676 | 77,593 |
Accrued liabilities | 401,230 | 430,771 |
Total Current Liabilities | 482,906 | 508,364 |
Long-term Debt | 794,099 | 793,058 |
Other Long-term Liabilities | 323,651 | 312,250 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Common Stock | 27,709 | 27,709 |
Additional paid-in capital | 221,731 | 227,566 |
Treasury stock, at cost | (719,706) | (731,202) |
Retained earnings | 2,260,353 | 2,295,234 |
Accumulated other comprehensive income | (298,942) | (302,664) |
Total Shareholders' Equity | 1,491,145 | 1,516,643 |
Total Liabilities and Sharesholders' Equity | $ 3,091,801 | $ 3,130,315 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowances for doubtful accounts | $ 5,543 | $ 8,288 |
Common Stock, par value | $ 0.25 | $ 0.25 |
Common Stock, shares authorized | 360,000,000 | 360,000,000 |
Common Stock, shares issued | 110,834,088 | 110,834,088 |
Treasury stock, shares | 12,567,965 | 12,768,726 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue | $ 515,036 | $ 625,539 | $ 961,212 | $ 1,233,883 |
Cost of services and products | 461,465 | 530,306 | 862,786 | 1,041,170 |
Gross Margin | 53,571 | 95,233 | 98,426 | 192,713 |
Selling, general and administrative expense | 44,181 | 56,853 | 89,186 | 106,234 |
Income from Operations | 9,390 | 38,380 | 9,240 | 86,479 |
Interest income | 2,045 | 1,442 | 3,382 | 1,737 |
Interest expense | (7,599) | (6,207) | (13,867) | (12,599) |
Equity earnings (losses) of unconsolidated affiliates | (394) | 263 | (1,374) | 789 |
Other income (expense), net | (58) | (1,405) | (2,614) | (7,393) |
Income (Loss) from Continuing Operations before Income Taxes, Extraordinary Items, Noncontrolling Interest | 3,384 | 32,473 | (5,233) | 69,013 |
Provision for income taxes | 1,252 | 10,164 | 169 | 21,601 |
Net Income | $ 2,132 | $ 22,309 | $ (5,402) | $ 47,412 |
Cash Dividends declared per Share | $ 0.15 | $ 0.27 | $ 0.30 | $ 0.54 |
Basic Earnings per Share | $ 0.02 | $ 0.23 | $ (0.06) | $ 0.48 |
Weighted Average Number of Shares Outstanding, Basic | 98,263 | 98,060 | 98,201 | 98,006 |
Diluted Earnings per Share | $ 0.02 | $ 0.23 | $ (0.06) | $ 0.48 |
Weighted Average Number of Shares Outstanding, Diluted | 98,751 | 98,424 | 98,201 | 98,355 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net Income | $ 2,132 | $ 22,309 | $ (5,402) | $ 47,412 |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustments | 10,783 | (19,807) | 3,722 | 14,835 |
Total other comprehensive income | 10,783 | (19,807) | 3,722 | 14,835 |
Total Comprehensive Income | $ 12,915 | $ 2,502 | $ (1,680) | $ 62,247 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net Income | $ (5,402) | $ 47,412 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 106,967 | 119,760 |
Deferred income tax provision | (23,771) | 761 |
Net loss (gain) on sales of property and equipment | 320 | 8 |
Noncash compensation | 7,710 | 8,558 |
Excluding the effects of acquisitions, increase (decrease) in cash from: | ||
Accounts receivable | 23,293 | 65,660 |
Inventory | 13,494 | (14,570) |
Other operating assets | (10,855) | 48,533 |
Currency translation effect on working capital | (5,961) | 3,593 |
Current liabilities | (25,258) | (119,182) |
Other operating liabilities | 22,067 | (15,932) |
Total adjustments to net income | 108,006 | 97,189 |
Net Cash Provided by Operating Activities | 102,604 | 144,601 |
Cash Flows from Investing Activities: | ||
Purchases of property and equipment | (41,300) | (52,944) |
Payments for (Proceeds from) Other Investing Activities | 1,014 | 30,158 |
Distributions of capital from unconsolidated affiliates | 1,424 | 3,926 |
Dispositions of property and equipment | 630 | 1,976 |
Net Cash Used in Investing Activities | (40,260) | (77,200) |
Cash Flows from Financing Activities: | ||
Cash Dividends | (29,479) | (52,952) |
Proceeds from (Payments for) Other Financing Activities | (2,049) | (1,945) |
Net Cash Provided by (Used in) Financing Activities | (31,528) | (54,897) |
Effect of Exchange Rate on Cash and Cash Equivalents | 1,330 | (4,549) |
Net Increase (Decrease) in Cash and Cash Equivalents | 32,146 | 7,955 |
Cash and Cash Equivalents-Beginning of Period | 450,193 | 385,235 |
Cash and Cash Equivalents-End of Period | $ 482,339 | $ 393,190 |
Summary Of Major Accounting Pol
Summary Of Major Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary Of Major Accounting Policies | SUMMARY OF MAJOR ACCOUNTING POLICIES Basis of Presentation . We have prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the U.S. Securities and Exchange Commission (the "SEC"). These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position as of June 30, 2017 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2016 . The results for interim periods are not necessarily indicative of annual results. Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering International, Inc. and our 50% or more owned and controlled subsidiaries. We also consolidate entities that are determined to be variable interest entities if we determine that we are the primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the equity method to account for our investments in unconsolidated affiliated companies of which we own an equity interest of between 20% and 50% and as to which we have significant influence, but not control, over operations. We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are reflected on our balance sheet in Other non-current assets. All significant intercompany accounts and transactions have been eliminated. Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current period presentation. Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less from the date of investment. Accounts Receivable – Allowances for Doubtful Accounts. We determine the need for allowances for doubtful accounts using the specific identification method. We do not generally require collateral from our customers. Inventory . Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-average method. Property and Equipment and Long-Lived Intangible Assets. We provide for depreciation of property and equipment on the straight-line method over their estimated useful lives. We charge the costs of repair and maintenance of property and equipment to operations as incurred, while we capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is included as an adjustment to cost of services and products. Intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their estimated useful lives. We capitalize interest on assets where the construction period is anticipated to be more than three months. We capitalized $1.2 million and $0.9 million of interest in the three-month periods ended June 30, 2017 and 2016 , respectively, and $2.2 million and $1.8 million in the six-month periods ended June 30, 2017 and 2016 , respectively. We do not allocate general administrative costs to capital projects. Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment and long-lived intangible assets to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, we base our evaluation on impairment indicators such as the nature of the assets, the future economic benefits of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated costs to sell. Assets are classified as held-for-sale when we have a plan for disposal of certain assets and those assets meet the held for sale criteria. Business Acquisitions . We account for business combinations using the acquisition method of accounting, and, in each case, we allocate the acquisition price to the assets acquired and liabilities assumed based on their fair market values at the date of acquisition. Goodwill. Under existing GAAP at December 31, 2016, in our annual evaluation of goodwill for impairment, we first assessed qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit was less than its carrying amount. If, after assessing the totality of events or circumstances, we determined it was more likely than not that the fair value of a reporting unit was less than its carrying amount, we were required to perform the first step of the two-step impairment test. We tested the goodwill attributable to each of our reporting units for impairment as of December 31, 2016 and concluded that there was no impairment. In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 "Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment." This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective beginning January 1, 2020. Early adoption is permitted for testing dates after January 1, 2017, and the update is to be applied on a prospective basis. We adopted this update effective January 1, 2017. In addition to our annual evaluation of goodwill for impairment, upon the occurrence of a triggering event, we review our goodwill to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Foreign Currency Translation. The functional currency for several of our foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, and the resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Operations. New Accounting Standards. In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers ." ASU 2014-09, as amended, completes the joint effort by the FASB and International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 applies to all companies that enter into contracts with customers to transfer goods or services. ASU 2014-09 is effective for us for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted before periods beginning after December 15, 2016, and we have elected to apply ASU 2014-09 by recognizing the cumulative effect of applying ASU 2014-09 at the date of initial application and not adjusting comparative information. We have formed a project team to implement this standard, and our project team has performed an initial assessment of our revenue streams, has completed its preliminary assessment of our contract population relevant to the standard, and has analyzed the impacts that ASU 2014-09 may have on our business. We believe that our project plan will enable us to complete all of the required work to assess our revenue position, create the necessary policies, procedures and controls and calculate the cumulative effect of applying ASU 2014-09 at the date of initial application, in line with the timeline and requirements of the standard. At this time, we have identified the following areas of our business that we expect to see some effects from the application of ASU 2014-09. We anticipate that elements of our product-related revenue and margins will be accelerated as a result of the standard's treatment of contracts meeting the requirements of over-time recognition as compared to revenues recognized upon delivery currently. Additionally, ASU 2014-09 requires revenue recognition related to uninstalled materials if certain criteria are met. We expect that contracts within our Subsea Products segment will meet this criteria, and, as a result, we expect more variability in gross margin percentages on a period-to-period basis. We do not expect the changes to be significant in the context of our overall results for 2018, and we are evaluating the projected adjustment to be recorded to retained earnings at the start of the transition period and the required disclosures. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments — Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities." This update: • requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value, with changes in fair value recognized in net income; • simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment — when a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; • eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; • requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; • requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; • requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and • clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 will be effective for us beginning on January 1, 2018. We are currently assessing the impact of the requirements of ASU 2016-01 on our consolidated financial statements and future disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases." This update requires reporting entities to separate the lease components from the non-lease components in a contract and recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. ASU No. 2016-02 is effective for us beginning January 1, 2019. We are currently evaluating the requirements of ASU 2016-02 and have not yet determined its impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation – Improvements to Employee Share-Based Payment Accounting." This update simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. In addition, the update allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The element of the update that will have the most impact on our financial statements will be income tax consequences. See Note 6 -"Income Taxes" - for the effect this update has had on our income taxes in 2017. Excess tax benefits and tax deficiencies on share-based compensation awards are now included in our tax provision within our condensed consolidated statement of operations as discrete items in the reporting period in which they occur, rather than (as was the previous accounting treatment) recording in additional paid-in capital on our condensed consolidated balance sheets. We have also elected to continue our current policy of estimating forfeitures of share-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures. In our consolidated statement of cash flows for the six-month period ended June 30, 2016 , we have reclassified two items to conform with the presentation specified under ASU 2016-09: (1) we have reclassified the effect related to the tax deficiency associated with share-based compensation from financing activities to operating activities; and (2) we have reclassified the amounts related to withholding tax payments from operating activities to financing activities. Other than these two cash flow items applied retrospectively, we have implemented ASU 2016-09 prospectively beginning January 1, 2017. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other than Inventory." Current U.S. GAAP generally prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The amendments in this update will eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included within the scope of this update are intellectual property and property, plant, and equipment. The exception for an intra-entity transfer of inventory will remain in place. The amendments in this update are effective for us beginning January 1, 2018. We do not anticipate that this update will have a material effect on our consolidated financial statements. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | INVENTORY The following is information regarding our inventory: (in thousands) Jun 30, 2017 Dec 31, 2016 Inventory, net: Remotely operated vehicle parts and components $ 117,168 $ 118,236 Other inventory, primarily raw materials 149,468 161,894 Total $ 266,636 $ 280,130 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 3. DEBT Long-term Debt consisted of the following: (in thousands) Jun 30, 2017 Dec 31, 2016 4.650% Senior Notes due 2024: Principal amount of the notes $ 500,000 $ 500,000 Issuance costs, net of amortization (5,042 ) (5,385 ) Fair value of interest rate swaps on $200 million of principal (859 ) (1,557 ) Term Loan Facility 300,000 300,000 Revolving Credit Facility — — Long-term Debt $ 794,099 $ 793,058 In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024 (the "Senior Notes"). We pay interest on the Senior Notes on May 15 and November 15 of each year. The Senior Notes are scheduled to mature on November 15, 2024. We may redeem some or all of the Senior Notes prior to maturity at specified redemption prices. We used the net proceeds from the offering for general corporate purposes, including funding an acquisition, other capital expenditures and repurchases of shares of our common stock. In October 2014, we entered into a new credit agreement (as amended, the "Credit Agreement") with a group of banks to replace our prior principal credit agreement. The Credit Agreement provides for a $300 million three-year term loan (the "Term Loan Facility") and a $500 million five-year revolving credit facility (the "Revolving Credit Facility"). Subject to certain conditions, the aggregate commitments under the Revolving Credit Facility may be increased by up to $300 million at any time upon agreement between us and existing or additional lenders. Borrowings under the Revolving Credit Facility and the Term Loan Facility may be used for general corporate purposes. Simultaneously with the execution of the Credit Agreement and pursuant to its terms, we repaid all amounts outstanding under, and terminated, our prior principal credit agreement. In November 2015, we entered into Agreement and Amendment No. 1 to Credit Agreement ("Amendment No. 1"). Amendment No. 1 amended the Credit Agreement to (1) replace the maximum leverage ratio financial covenant with a new financial covenant restricting the maximum total capitalization ratio (defined in Amendment No. 1 to be the ratio of consolidated debt to total capitalization) to 55% and (2) extend the maturities of the Term Loan Facility and the Revolving Credit Facility by one year each, which maturity terms have since been superseded by amendment, as described below. In November 2016, we entered into Agreement and Amendment No. 2 to Credit Agreement ("Amendment No. 2"). Amendment No. 2 amended the Credit Agreement to, among other things, extend the maturities of the Term Loan Facility and the Revolving Credit Facility to October 25, 2019 and October 25, 2021, respectively, with the extending Lenders, which represent 90% of the existing commitments of the Lenders, such that (a) the total commitments for the Revolving Credit Facility will be $500 million until October 25, 2020 and thereafter $450 million until October 25, 2021, and (b) the outstanding term loan advances pursuant to the Term Loan Facility will be $300 million until October 27, 2018 and thereafter $270 million until October 25, 2019. The total commitments for the Revolving Credit Facility and the outstanding term loan advances pursuant to the Term Loan Facility have since been superseded by amendment, as described below. In June 2017, we entered into Agreement and Amendment No. 3 to Credit Agreement ("Amendment No. 3"). Amendment No. 3 amended the Credit Agreement such that (1) the total commitments for the Revolving Credit Facility are $500 million until October 25, 2021 and (2) the outstanding term loan maturities pursuant to the Term Loan Facility are $300 million until October 25, 2019. Borrowings under the Credit Agreement bear interest at an Adjusted Base Rate or the Eurodollar Rate (both as defined in the Credit Agreement), at our option, plus an applicable margin based on our Leverage Ratio (as defined in the Credit Agreement) and, at our election, based on the ratings of our senior unsecured debt by designated ratings services, thereafter to be based on such debt ratings. The applicable margin varies: (1) in the case of advances bearing interest at the Adjusted Base Rate, from 0.125% to 0.750% for borrowings under the Revolving Credit Facility and from 0% to 0.500% for borrowings under the Term Loan Facility; and (2) in the case of advances bearing interest at the Eurodollar Rate, from 1.125% to 1.750% for borrowings under the Revolving Credit Facility and from 1.000% to 1.500% for borrowings under the Term Loan Facility. The Adjusted Base Rate is the highest of (1) the per annum rate established by the administrative agent as its prime rate, (2) the federal funds rate plus 0.50% and (3) the daily one-month LIBOR plus 1% . We pay a commitment fee ranging from 0.125% to 0.300% on the unused portion of the Revolving Credit Facility, depending on our Leverage Ratio. The commitment fees are included as interest expense in our consolidated financial statements. The Credit Agreement contains various covenants that we believe are customary for agreements of this nature, including, but not limited to, restrictions on our ability and the ability of each of our subsidiaries to incur debt, grant liens, make certain investments, make distributions, merge or consolidate, sell assets, enter into transactions with affiliates and enter into certain restrictive agreements. We are also subject to a maximum total capitalization ratio of 55%, as noted above. The Credit Agreement includes customary events of default and associated remedies. As of June 30, 2017 , we were in compliance with all the covenants set forth in the Credit Agreement. We incurred $6.9 million of issuance costs related to the Senior Notes and $2.2 million of new loan costs, including costs of the Amendments, related to the Credit Agreement. We are amortizing these costs, which are included on our balance sheet, net of accumulated amortization, as a reduction of debt for the Senior Notes and as an other non-current asset for the Credit Agreement, to interest expense over ten years for the Senior Notes and over six years for the Credit Agreement. Please refer to Note 4 - "Commitments and Contingencies" - for more information on our interest rate swaps. |
Schedule of Debt [Table Text Block] | BT Long-term Debt consisted of the following: |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies | COMMITMENTS AND CONTINGENCIES Litigation. On June 17, 2014, Peter L. Jacobs, a purported shareholder, filed a derivative complaint against all of the then current members of our board of directors and one of our former directors, as defendants, and our company, as nominal defendant, in the Court of Chancery of the State of Delaware. Through the complaint, the plaintiff is asserting, on behalf of our company, actions for breach of fiduciary duties and unjust enrichment in connection with prior determinations of our board of directors relating to nonexecutive director compensation. The plaintiff is seeking relief including disgorgement of payments made to the defendants, an award of unspecified damages and an award for attorneys’ fees and other costs. We and the defendants filed a motion to dismiss the complaint and a supporting brief on which the Court has not yet ruled. In any event, our company is only a nominal defendant in this litigation, and we do not expect the resolution of this matter to have a material adverse effect on our results of operations, cash flows or financial position. In the ordinary course of business, we are subject to actions for damages alleging personal injury under the general maritime laws of the United States, including the Jones Act, for alleged negligence. We report actions for personal injury to our insurance carriers and believe that the settlement or disposition of those claims will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. Various other actions and claims are pending against us, most of which are covered by insurance. Although we cannot predict the ultimate outcome of these matters, we believe that our ultimate liability, if any, that may result from these other actions and claims will not materially affect our results of operations, cash flows or financial position. Financial Instruments and Risk Concentration. In the normal course of business, we manage risks associated with foreign exchange rates and interest rates through a variety of strategies, including the use of hedging transactions. As a matter of policy, we do not use derivative instruments unless we have an underlying exposure. Other financial instruments that potentially subject us to concentrations of credit risk are principally cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents approximate their fair values due to the short-term maturity of the underlying instruments. Accounts receivable are generated from a broad group of customers, primarily from within the energy industry, which is our major source of revenue. Due to their short-term nature, carrying values of our accounts receivable and accounts payable approximate fair market values. We had borrowings of $300 million as of June 30, 2017 under our Term Loan Facility. Due to the short-term nature of the associated interest rate periods, the carrying value of our debt under the Term Loan Facility approximates its fair value. The fair value of this debt is classified as Level 2 in the fair value hierarchy under U.S. GAAP (inputs other than quoted prices in active markets for similar assets and liabilities that are observable or can be corroborated by observable market data for substantially the full term for the assets or liabilities). We estimated the fair market value of the Senior Notes to be $492 million as of June 30, 2017 , based on quoted prices. Since the market for the Senior Notes is not an active market, the fair value of the Senior Notes is classified within Level 2 in the fair value hierarchy under U.S. GAAP. We have two interest rate swaps in place on a total of $200 million of the Senior Notes for the period to November 2024. The agreements swap the fixed interest rate of 4.650% on $100 million of the Senior Notes to the floating rate of one month LIBOR plus 2.426% and one month LIBOR plus 2.823% on another $100 million. We estimate the combined fair value of the interest rate swaps to be a net liability of $0.9 million as of June 30, 2017 , with $1.7 million included on our balance sheet in our other long-term liabilities, and $0.8 million included in non-current assets. These values were arrived at using a discounted cash flow model using Level 2 inputs. Since the second quarter of 2015, the exchange rate for the Angolan kwanza relative to the U.S. dollar generally has been declining, although the exchange rate was relatively stable during the six-month period ended June 30, 2017 . As our functional currency in Angola is the U.S. dollar, we recorded foreign currency transaction losses related to the kwanza of $1.2 million and $8.2 million in the three- and six-month periods ended June 30, 2016 , respectively, as a component of Other expense, net in our Consolidated Statements of Operations for those respective periods. Our foreign currency transaction losses related primarily to the remeasurement of our Angolan kwanza cash balances to U.S. dollars. Conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola, and the central bank has slowed this process since mid-2015, causing our kwanza cash balances to subsequently increase. As of June 30, 2017 , we had the equivalent of approximately $34 million of kwanza cash balances in Angola reflected on our balance sheet. To mitigate our currency exposure risk in Angola, through June 30, 2017 we used kwanza to purchase $59 million equivalent Angolan central bank (Banco Nacional de Angola) bonds with various maturities throughout 2018. These bonds are denominated as U.S. dollar equivalents, so that, upon payment of semi-annual interest and principal upon maturity, payment is made in kwanza, equivalent to the respective U.S. dollars at the then-current exchange rate. We have classified these instruments as held-to-maturity, and have recorded the original cost on our balance sheet as other non-current assets. We estimated the fair market value of the Angolan bonds to be $57 million at June 30, 2017 using quoted prices. Since the market for the Angolan bonds is not an active market, the fair value of the Angolan bonds is classified within Level 2 in the fair value hierarchy under U.S. GAAP. |
Earnings Per Share, Stock-Based
Earnings Per Share, Stock-Based Compensation and Share Repurchase Plan | 6 Months Ended |
Jun. 30, 2017 | |
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Abstract] | |
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation | Earnings per Share. For each period presented, the only difference between our calculated weighted average basic and diluted number of shares outstanding is the effect of outstanding restricted stock units. In periods where we have a net loss, the effect of our outstanding restricted stock units is anti-dilutive, and therefore does not increase our diluted shares outstanding. For each period presented, our net income (loss) allocable to both common shareholders and diluted common shareholders is the same as our net income (loss) in our consolidated statements of operations. Dividends. From the second quarter of 2014 through the third quarter of 2016, we paid a quarterly dividend to our common shareholders of $0.27 per share. Starting in the fourth quarter of 2016, we have been paying a dividend of $0.15 per share. Our latest quarterly dividend is $0.15 per share and was declared in July 2017 and is payable in September 2017. Share-Based Compensation. We have no outstanding stock options and, therefore, no share-based compensation to be recognized pursuant to stock option grants. During 2017, 2016 and 2015, we granted restricted units of our common stock to certain of our key executives and employees. During 2017 and 2016, our Board of Directors granted restricted common stock to our nonemployee directors. During 2015, our Board of Directors granted restricted units of our common stock to our Chairman and restricted common stock to our other nonemployee directors. The restricted units granted to our key executives and key employees generally vest in full on the third anniversary of the award date, conditional on continued employment. The restricted stock unit grants, including those granted to our Chairman, can vest pro rata over three years, provided the individual meets certain age and years-of-service requirements. The shares of restricted common stock we grant to our non-employee directors vest in full on the first anniversary of the award date, conditional upon continued service as a director. Each grantee of shares of restricted stock is deemed to be the record owner of those shares during the restriction period, with the right to vote and receive any dividends on those shares. The restricted stock units outstanding have no voting or dividend rights. For each of the restricted stock units granted in 2015 through 2017 , at the earlier of three years after grant or at termination of employment or service, the grantee will be issued one share of our common stock for each unit vested. As of June 30, 2017 and December 31, 2016 , respective totals of 1,259,039 and 1,052,007 shares of restricted stock or restricted stock units were outstanding. We estimate that share-based compensation cost not yet recognized related to shares of restricted stock or restricted stock units, based on their grant-date fair values, was $18 million at June 30, 2017 . This expense is being recognized on a staged-vesting basis over three years for awards attributable to individuals meeting certain age and years-of-service requirements, and on a straight-line basis over the applicable vesting period of one or three years for the other awards. Share Repurchase Plan. In December 2014, our Board of Directors approved a plan to repurchase up to 10 million shares of our common stock. Under this plan, we had repurchased 2.0 million shares of our common stock for $100 million through December 31, 2016 . We did not repurchase any shares under the plan during the six-month period ended June 30, 2017 . We account for the shares we hold in treasury under the cost method, at average cost. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES During interim periods, we provide for income taxes based on our current estimated annual effective tax rate using assumptions as to (1) earnings and other factors that would affect the tax provision for the remainder of the year and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. In the six-month period ended June 30, 2017 , we recognized additional tax expense of $1.2 million from discrete items. The primary discrete tax expense item was $2.9 million as a result of our implementation of ASU 2016-09, "Compensation – Stock Compensation – Improvements to Employee Share-Based Payment Accounting." Excess tax benefits and tax deficiencies on share-based compensation awards are now included in our tax provision within our condensed consolidated statement of operations as discrete items in the reporting period in which they occur, rather than (as was the previous accounting treatment) recording in additional paid-in capital on our condensed consolidated balance sheets. See Note 1 for further discussion of ASU 2016-09. The effective tax rate, before discrete items, of 20.4% for the six months ended June 30, 2017 was less beneficial than the federal statutory rate of 35.0% , primarily due to non-deductible expenses partially offset by our intention to continue to indefinitely reinvest in certain of our international operations. We do not believe that this effective rate is meaningful, as the rate is less significant at a low pretax income or a pretax loss position. The effective tax rate, before discrete items, of 31.3% for the six months ended June 30, 2016 was lower than the federal statutory rate of 35.0% , primarily due to our intention to indefinitely reinvest in certain of our international operations. We do not provide for U.S. taxes on the portion of our foreign earnings we indefinitely reinvest. We conduct our international operations in a number of locations that have varying laws and regulations with regard to income and other taxes, some of which are subject to interpretation. We recognize the benefit for a tax position if the benefit is more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate settlement. We do not believe that the total of unrecognized tax benefits will significantly increase or decrease in the next 12 months. We account for any applicable interest and penalties on uncertain tax positions as a component of our provision for income taxes on our financial statements. Including associated foreign tax credits and penalties and interest, we have accrued a net total of $5.2 million in Other Long-term Liabilities on our balance sheet for unrecognized tax benefits as of June 30, 2017 . All additions or reductions to those liabilities would affect our effective income tax rate in the periods of change. Our tax returns are subject to audit by taxing authorities in multiple jurisdictions. These audits often take years to complete and settle. The following lists the earliest tax years open to examination by tax authorities where we have significant operations: Jurisdiction Periods United States 2013 United Kingdom 2013 Norway 2007 Angola 2013 Brazil 2011 Australia 2012 |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting, Measurement Disclosures [Abstract] | |
Business Segment Information | BUSINESS SEGMENT INFORMATION We are a global oilfield provider of engineered services and products, primarily to the offshore oil and gas industry, with a focus on deepwater applications. Through the use of our applied technology expertise, we also serve the defense, aerospace and commercial theme park industries. Our Oilfield business consists of Remotely Operated Vehicles ("ROVs"), Subsea Products, Subsea Projects and Asset Integrity. Our ROV segment provides submersible vehicles operated from the surface to support offshore oil and gas exploration, development, production and decommissioning activities. Our Subsea Products segment supplies a variety of specialty subsea hardware and related services. To improve operational efficiency, we have reorganized our Subsea Products segment into two business units: (1) manufactured products; and (2) service and rental. Manufactured products include production control umbilicals and specialty subsea hardware, while service and rental includes tooling, subsea work systems and installation and workover control systems. This internal reorganization did not affect our segment reporting structure or the historical comparability of our segment results. Our Subsea Projects segment provides multiservice subsea support vessels and oilfield diving and support vessel operations, primarily for inspection, maintenance and repair and installation activities. Since April 2015, we have also provided survey, autonomous underwater vehicle ("AUV") and satellite-positioning services. Our Asset Integrity segment provides asset integrity management and assessment services and nondestructive testing and inspection. Our Advanced Technologies business provides project management, engineering services and equipment for applications in non-oilfield markets. Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to our incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses, including corporate administrative expenses. There are no differences in the basis of segmentation or in the basis of measurement of segment profit or loss from those used in our consolidated financial statements for the year ended December 31, 2016 . The table that follows presents Revenue, Income (Loss) from Operations and Depreciation and Amortization by business segment for each of the periods indicated. Three Months Ended Six Months Ended (in thousands) Jun 30, 2017 Jun 30, 2016 Mar 31, 2017 Jun 30, 2017 Jun 30, 2016 Revenue Oilfield Remotely Operated Vehicles $ 103,432 $ 139,641 $ 94,022 $ 197,454 $ 287,262 Subsea Products 174,893 190,897 150,639 325,532 385,709 Subsea Projects 75,545 138,662 62,956 138,501 268,084 Asset Integrity 58,192 73,864 52,658 110,850 143,464 Total Oilfield 412,062 543,064 360,275 772,337 1,084,519 Advanced Technologies 102,974 82,475 85,901 188,875 149,364 Total $ 515,036 $ 625,539 $ 446,176 $ 961,212 $ 1,233,883 Income (Loss) from Operations Oilfield Remotely Operated Vehicles $ 10,376 $ 18,020 $ 5,925 $ 16,301 $ 45,007 Subsea Products 10,552 25,121 11,483 22,035 65,761 Subsea Projects 3,000 10,237 187 3,187 17,026 Asset Integrity 3,755 (805 ) 2,267 6,022 (371 ) Total Oilfield 27,683 52,573 19,862 47,545 127,423 Advanced Technologies 7,632 5,528 5,026 12,658 6,121 Unallocated Expenses (25,925 ) (19,721 ) (25,038 ) (50,963 ) (47,065 ) Total $ 9,390 $ 38,380 $ (150 ) $ 9,240 $ 86,479 Depreciation and Amortization Oilfield Remotely Operated Vehicles $ 29,036 $ 34,026 $ 29,229 $ 58,265 $ 67,710 Subsea Products 12,785 12,952 12,999 25,784 25,759 Subsea Projects 7,781 8,353 8,080 15,861 16,872 Asset Integrity 1,780 2,843 1,460 3,240 5,756 Total Oilfield 51,382 58,174 51,768 103,150 116,097 Advanced Technologies 784 806 797 1,581 1,540 Unallocated Expenses 1,138 999 1,098 2,236 2,123 Total $ 53,304 $ 59,979 $ 53,663 $ 106,967 $ 119,760 We determine income (loss) from operations for each business segment before interest income or expense, other income (expense) and provision for income taxes. We do not consider an allocation of these items to be practical. Our equity in earnings (losses) of unconsolidated affiliates is part of our Subsea Projects segment. |
Summary Of Major Accounting P14
Summary Of Major Accounting Policies (Policy) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation . We have prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the U.S. Securities and Exchange Commission (the "SEC"). These financial statements do not include all information and footnotes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP"). These financial statements reflect all adjustments that we believe are necessary to present fairly our financial position as of June 30, 2017 and our results of operations and cash flows for the periods presented. Except as otherwise disclosed herein, all such adjustments are of a normal and recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes included in our annual report on Form 10-K for the year ended December 31, 2016 . The results for interim periods are not necessarily indicative of annual results. |
Principles of Consolidation | Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering International, Inc. and our 50% or more owned and controlled subsidiaries. We also consolidate entities that are determined to be variable interest entities if we determine that we are the primary beneficiary; otherwise, we account for those entities using the equity method of accounting. We use the equity method to account for our investments in unconsolidated affiliated companies of which we own an equity interest of between 20% and 50% and as to which we have significant influence, but not control, over operations. We use the cost method for all other long-term investments. Investments in entities that we do not consolidate are reflected on our balance sheet in Other non-current assets. All significant intercompany accounts and transactions have been eliminated. |
Use Of Estimates | Use of Estimates. The preparation of financial statements in conformity with U.S. GAAP requires that our management make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. |
Reclassification | Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current period presentation. |
Cash and Cash Equivalents | Cash and Cash Equivalents. Cash and cash equivalents include demand deposits and highly liquid investments with original maturities of three months or less from the date of investment. |
Accounts Receivable | Accounts Receivable – Allowances for Doubtful Accounts. We determine the need for allowances for doubtful accounts using the specific identification method. We do not generally require collateral from our customers. |
Inventory | Inventory . Inventory is valued at the lower of cost or net realizable value. We determine cost using the weighted-average method. |
Property and Equipment | Property and Equipment and Long-Lived Intangible Assets. We provide for depreciation of property and equipment on the straight-line method over their estimated useful lives. We charge the costs of repair and maintenance of property and equipment to operations as incurred, while we capitalize the costs of improvements that extend asset lives or functionality. Upon the disposition of property and equipment, the related cost and accumulated depreciation accounts are relieved and any resulting gain or loss is included as an adjustment to cost of services and products. Intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their estimated useful lives. We capitalize interest on assets where the construction period is anticipated to be more than three months. We capitalized $1.2 million and $0.9 million of interest in the three-month periods ended June 30, 2017 and 2016 , respectively, and $2.2 million and $1.8 million in the six-month periods ended June 30, 2017 and 2016 , respectively. We do not allocate general administrative costs to capital projects. Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment and long-lived intangible assets to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, we base our evaluation on impairment indicators such as the nature of the assets, the future economic benefits of the assets, any historical or future profitability measurements and other external market conditions or factors that may be present. If such impairment indicators are present or other factors exist that indicate that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred through the use of an undiscounted cash flows analysis of the asset at the lowest level for which identifiable cash flows exist. If an impairment has occurred, we recognize a loss for the difference between the carrying amount and the fair value of the asset. For assets held for sale or disposal, the fair value of the asset is measured using fair market value less estimated costs to sell. Assets are classified as held-for-sale when we have a plan for disposal of certain assets and those assets meet the held for sale criteria. |
Business Acquisitions | Business Acquisitions . We account for business combinations using the acquisition method of accounting, and, in each case, we allocate the acquisition price to the assets acquired and liabilities assumed based on their fair market values at the date of acquisition. |
Goodwill and Intangible Assets | Goodwill. Under existing GAAP at December 31, 2016, in our annual evaluation of goodwill for impairment, we first assessed qualitative factors to determine whether the existence of events or circumstances led to a determination that it was more likely than not that the fair value of a reporting unit was less than its carrying amount. If, after assessing the totality of events or circumstances, we determined it was more likely than not that the fair value of a reporting unit was less than its carrying amount, we were required to perform the first step of the two-step impairment test. We tested the goodwill attributable to each of our reporting units for impairment as of December 31, 2016 and concluded that there was no impairment. In January 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2017-04 "Intangibles – Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment." This update simplifies how an entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2 measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. Under the amendments in this update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective beginning January 1, 2020. Early adoption is permitted for testing dates after January 1, 2017, and the update is to be applied on a prospective basis. We adopted this update effective January 1, 2017. In addition to our annual evaluation of goodwill for impairment, upon the occurrence of a triggering event, we review our goodwill to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation. The functional currency for several of our foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, and the resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Operations. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Standards. In May 2014, the FASB issued ASU 2014-09, " Revenue from Contracts with Customers ." ASU 2014-09, as amended, completes the joint effort by the FASB and International Accounting Standards Board to improve financial reporting by creating common revenue recognition guidance for U.S. GAAP and International Financial Reporting Standards. ASU 2014-09 applies to all companies that enter into contracts with customers to transfer goods or services. ASU 2014-09 is effective for us for interim and annual reporting periods beginning after December 15, 2017. Early application is not permitted before periods beginning after December 15, 2016, and we have elected to apply ASU 2014-09 by recognizing the cumulative effect of applying ASU 2014-09 at the date of initial application and not adjusting comparative information. We have formed a project team to implement this standard, and our project team has performed an initial assessment of our revenue streams, has completed its preliminary assessment of our contract population relevant to the standard, and has analyzed the impacts that ASU 2014-09 may have on our business. We believe that our project plan will enable us to complete all of the required work to assess our revenue position, create the necessary policies, procedures and controls and calculate the cumulative effect of applying ASU 2014-09 at the date of initial application, in line with the timeline and requirements of the standard. At this time, we have identified the following areas of our business that we expect to see some effects from the application of ASU 2014-09. We anticipate that elements of our product-related revenue and margins will be accelerated as a result of the standard's treatment of contracts meeting the requirements of over-time recognition as compared to revenues recognized upon delivery currently. Additionally, ASU 2014-09 requires revenue recognition related to uninstalled materials if certain criteria are met. We expect that contracts within our Subsea Products segment will meet this criteria, and, as a result, we expect more variability in gross margin percentages on a period-to-period basis. We do not expect the changes to be significant in the context of our overall results for 2018, and we are evaluating the projected adjustment to be recorded to retained earnings at the start of the transition period and the required disclosures. In January 2016, the FASB issued ASU 2016-01, "Financial Instruments — Overall (Subtopic 825-10) Recognition and Measurement of Financial Assets and Financial Liabilities." This update: • requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value, with changes in fair value recognized in net income; • simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment — when a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value; • eliminates the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; • requires entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; • requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments; • requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (that is, securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; and • clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with the entity’s other deferred tax assets. ASU 2016-01 will be effective for us beginning on January 1, 2018. We are currently assessing the impact of the requirements of ASU 2016-01 on our consolidated financial statements and future disclosures. In February 2016, the FASB issued ASU No. 2016-02, "Leases." This update requires reporting entities to separate the lease components from the non-lease components in a contract and recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. ASU No. 2016-02 is effective for us beginning January 1, 2019. We are currently evaluating the requirements of ASU 2016-02 and have not yet determined its impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Compensation – Stock Compensation – Improvements to Employee Share-Based Payment Accounting." This update simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and the classification on the statement of cash flows. In addition, the update allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures when they occur. The element of the update that will have the most impact on our financial statements will be income tax consequences. See Note 6 -"Income Taxes" - for the effect this update has had on our income taxes in 2017. Excess tax benefits and tax deficiencies on share-based compensation awards are now included in our tax provision within our condensed consolidated statement of operations as discrete items in the reporting period in which they occur, rather than (as was the previous accounting treatment) recording in additional paid-in capital on our condensed consolidated balance sheets. We have also elected to continue our current policy of estimating forfeitures of share-based compensation awards at the time of grant and revising in subsequent periods to reflect actual forfeitures. In our consolidated statement of cash flows for the six-month period ended June 30, 2016 , we have reclassified two items to conform with the presentation specified under ASU 2016-09: (1) we have reclassified the effect related to the tax deficiency associated with share-based compensation from financing activities to operating activities; and (2) we have reclassified the amounts related to withholding tax payments from operating activities to financing activities. Other than these two cash flow items applied retrospectively, we have implemented ASU 2016-09 prospectively beginning January 1, 2017. In October 2016, the FASB issued ASU 2016-16, "Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other than Inventory." Current U.S. GAAP generally prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. The amendments in this update will eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included within the scope of this update are intellectual property and property, plant, and equipment. The exception for an intra-entity transfer of inventory will remain in place. The amendments in this update are effective for us beginning January 1, 2018. We do not anticipate that this update will have a material effect on our consolidated financial statements. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory [Table Text Block] | (in thousands) Jun 30, 2017 Dec 31, 2016 Inventory, net: Remotely operated vehicle parts and components $ 117,168 $ 118,236 Other inventory, primarily raw materials 149,468 161,894 Total $ 266,636 $ 280,130 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Instrument [Line Items] | |
Schedule of Debt [Table Text Block] | BT Long-term Debt consisted of the following: |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Tax Examinations | The following lists the earliest tax years open to examination by tax authorities where we have significant operations: Jurisdiction Periods United States 2013 United Kingdom 2013 Norway 2007 Angola 2013 Brazil 2011 Australia 2012 |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting, Measurement Disclosures [Abstract] | |
Financial Data By Business Segment | The table that follows presents Revenue, Income (Loss) from Operations and Depreciation and Amortization by business segment for each of the periods indicated. Three Months Ended Six Months Ended (in thousands) Jun 30, 2017 Jun 30, 2016 Mar 31, 2017 Jun 30, 2017 Jun 30, 2016 Revenue Oilfield Remotely Operated Vehicles $ 103,432 $ 139,641 $ 94,022 $ 197,454 $ 287,262 Subsea Products 174,893 190,897 150,639 325,532 385,709 Subsea Projects 75,545 138,662 62,956 138,501 268,084 Asset Integrity 58,192 73,864 52,658 110,850 143,464 Total Oilfield 412,062 543,064 360,275 772,337 1,084,519 Advanced Technologies 102,974 82,475 85,901 188,875 149,364 Total $ 515,036 $ 625,539 $ 446,176 $ 961,212 $ 1,233,883 Income (Loss) from Operations Oilfield Remotely Operated Vehicles $ 10,376 $ 18,020 $ 5,925 $ 16,301 $ 45,007 Subsea Products 10,552 25,121 11,483 22,035 65,761 Subsea Projects 3,000 10,237 187 3,187 17,026 Asset Integrity 3,755 (805 ) 2,267 6,022 (371 ) Total Oilfield 27,683 52,573 19,862 47,545 127,423 Advanced Technologies 7,632 5,528 5,026 12,658 6,121 Unallocated Expenses (25,925 ) (19,721 ) (25,038 ) (50,963 ) (47,065 ) Total $ 9,390 $ 38,380 $ (150 ) $ 9,240 $ 86,479 Depreciation and Amortization Oilfield Remotely Operated Vehicles $ 29,036 $ 34,026 $ 29,229 $ 58,265 $ 67,710 Subsea Products 12,785 12,952 12,999 25,784 25,759 Subsea Projects 7,781 8,353 8,080 15,861 16,872 Asset Integrity 1,780 2,843 1,460 3,240 5,756 Total Oilfield 51,382 58,174 51,768 103,150 116,097 Advanced Technologies 784 806 797 1,581 1,540 Unallocated Expenses 1,138 999 1,098 2,236 2,123 Total $ 53,304 $ 59,979 $ 53,663 $ 106,967 $ 119,760 |
Summary Of Major Accounting P19
Summary Of Major Accounting Policies - Principles of Consolidation And Repurchases (Details) | Jun. 30, 2017 |
Minimum [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Percentage | 50.00% |
Equity Method Investment, Ownership Interest Threshold For Consolidation, Percentage | 20.00% |
Maximum [Member] | |
Schedule of Equity Method Investments [Line Items] | |
Equity Method Investment, Ownership Interest Threshold For Consolidation, Percentage | 50.00% |
Summary Of Major Accounting P20
Summary Of Major Accounting Policies - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accounting Policies [Abstract] | ||||
Interest Costs, Capitalized During Period | $ 1,200 | $ 913 | $ 2,155 | $ 1,839 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Inventory for remotely operated vehicles | $ 117,168 | $ 118,236 |
Other inventory, primarily raw materials | 149,468 | 161,894 |
Total | $ 266,636 | $ 280,130 |
Debt - Long-Term Debt (Details)
Debt - Long-Term Debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Dec. 31, 2014 | Jun. 30, 2017 | Dec. 31, 2016 | Nov. 21, 2014 | |
Debt Instrument [Line Items] | ||||
Debt Instrument, Interest Rate, Stated Percentage | 4.65% | |||
Payments of Debt Issuance Costs | $ 6,900 | |||
Notes Payable, Fair Value Disclosure | $ 492,000 | |||
4.650% Senior Notes due 2024 | 500,000 | $ 500,000 | $ 500,000 | |
Unamortized Debt Issuance Expense | (5,042) | (5,385) | ||
Fair Value Hedge Liabilities | (859) | (1,557) | ||
Loans Payable to Bank | 300,000 | 300,000 | ||
Revolving credit facility | 0 | 0 | ||
Long-term Debt | $ 794,099 | $ 793,058 |
Debt - Line of Credit (Details)
Debt - Line of Credit (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2014 | Jun. 30, 2017 | |
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Available Additional Borrowing Capacity | $ 300 | |
Payments of Financing Costs | $ 2.2 | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.125% | |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.30% | |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 500 | |
Credit Agreement [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 300 | |
Credit Agreement [Member] | Adjusted Base Rate Advances [Member] | Adjusted Base Rate [Member] | Federal Funds Rate [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Basis Spread on Variable Rate | 0.50% | |
Credit Agreement [Member] | Adjusted Base Rate Advances [Member] | Adjusted Base Rate [Member] | Eurodollar Rate [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Basis Spread on Variable Rate | 1.00% | |
Credit Agreement [Member] | Adjusted Base Rate Advances [Member] | Applicable Margin [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Basis Spread on Variable Rate | 0.125% | |
oii term loan facility spread on variable rate | 0.00% | |
Credit Agreement [Member] | Adjusted Base Rate Advances [Member] | Applicable Margin [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Basis Spread on Variable Rate | 0.75% | |
oii term loan facility spread on variable rate | 0.50% | |
Credit Agreement [Member] | Eurodollar Advances [Member] | Applicable Margin [Member] | Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Basis Spread on Variable Rate | 1.125% | |
oii term loan facility spread on variable rate | 1.00% | |
Credit Agreement [Member] | Eurodollar Advances [Member] | Applicable Margin [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of Credit Facility, Basis Spread on Variable Rate | 1.75% | |
oii term loan facility spread on variable rate | 1.50% |
Commitments And Contingencies -
Commitments And Contingencies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Loss Contingencies [Line Items] | ||||||
Cash and cash equivalents | $ 482,339 | $ 393,190 | $ 482,339 | $ 393,190 | $ 450,193 | $ 385,235 |
Derivative, Amount of Hedged Item | 200,000 | 200,000 | ||||
Fair Value Hedge Liabilities | (859) | (859) | (1,557) | |||
Other income (expense), net | (58) | (1,405) | (2,614) | (7,393) | ||
Loans Payable to Bank | 300,000 | 300,000 | $ 300,000 | |||
Notes Payable, Fair Value Disclosure | 492,000 | 492,000 | ||||
Other Income [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Other income (expense), net | $ (1,200) | $ (8,200) | ||||
Angola, Kwanza | ||||||
Loss Contingencies [Line Items] | ||||||
Cash and cash equivalents | 34,000 | 34,000 | ||||
Angola [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Investments and Other Noncurrent Assets | 58,724 | 58,724 | ||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Investments, Fair Value Disclosure | 57,497 | 57,497 | ||||
Other Noncurrent Liabilities [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Fair Value Hedge Liabilities | (1,661) | (1,661) | ||||
Other Noncurrent Assets [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Fair Value Hedge Assets | $ 800 | $ 800 |
Earnings Per Share, Stock-Bas25
Earnings Per Share, Stock-Based Compensation and Share Repurchase Plan (Narrative) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | Dec. 12, 2014 | |
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,259,039 | 1,259,039 | 1,052,007 | |||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 10,000,000 | |||||
Stock Repurchase Program, Total Number of Shares Repurchased To Date | 2,000,000 | 2,000,000 | ||||
Stock Repurchase Program, Total Shares Repurchased To Date, Amount | $ 100 | $ 100 | ||||
Restricted Stock Units (RSUs) [Member] | ||||||
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items] | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Share-based Awards Other than Options | $ 18 | $ 18 | ||||
Restricted Stock Units (RSUs) [Member] | Minimum [Member] | ||||||
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | |||||
Restricted Stock Units (RSUs) [Member] | Maximum [Member] | ||||||
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||
Dividend Declared [Member] | ||||||
Shareholders' Equity, Earnings Per Share And Stock-Based Compensation [Line Items] | ||||||
Common Stock, Dividends, Per Share, Declared | $ 0.15 | $ 0.15 | $ 0.27 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating Loss Carryforwards [Line Items] | ||
Tax Adjustments, Settlements, and Unusual Provisions | $ 1.2 | |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense | $ 2.9 | |
Effective income tax rate continuing operations | 31.30% | |
Federal statutory tax rate | 35.00% | 35.00% |
Unrecognized Tax Benefits, Probability Threshold of Realizing for Tax Benefits Recognition, Minimum Percentage | 50.00% | |
Unrecognized Tax Benefits, Including Foreign Tax Credits and Penalties and Interest | $ 5.2 |
Income Taxes - Summary Of Earli
Income Taxes - Summary Of Earliest Tax Years Open To Examination (Details) | 6 Months Ended |
Jun. 30, 2017 | |
United States [Member] | |
Income Tax Examination [Line Items] | |
Earliest tax years open to examination by tax authorities | 2,013 |
United Kingdom [Member] | |
Income Tax Examination [Line Items] | |
Earliest tax years open to examination by tax authorities | 2,013 |
Norway [Member] | |
Income Tax Examination [Line Items] | |
Earliest tax years open to examination by tax authorities | 2,007 |
Angola [Member] | |
Income Tax Examination [Line Items] | |
Earliest tax years open to examination by tax authorities | 2,013 |
Brazil [Member] | |
Income Tax Examination [Line Items] | |
Earliest tax years open to examination by tax authorities | 2,011 |
Australia [Member] | |
Income Tax Examination [Line Items] | |
Earliest tax years open to examination by tax authorities | 2,012 |
Business Segment Information -
Business Segment Information - Financial Data By Business Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||
Revenue | $ 515,036 | $ 446,176 | $ 625,539 | $ 961,212 | $ 1,233,883 |
Income from Operations | 9,390 | (150) | 38,380 | 9,240 | 86,479 |
Depreciation and amortization | 53,304 | 53,663 | 59,979 | 106,967 | 119,760 |
Oil And Gas [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 412,062 | 360,275 | 543,064 | 772,337 | 1,084,519 |
Income from Operations | 27,683 | 19,862 | 52,573 | 47,545 | 127,423 |
Depreciation and amortization | 51,382 | 51,768 | 58,174 | 103,150 | 116,097 |
ROVs [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 103,432 | 94,022 | 139,641 | 197,454 | 287,262 |
Income from Operations | 10,376 | 5,925 | 18,020 | 16,301 | 45,007 |
Depreciation and amortization | 29,036 | 29,229 | 34,026 | 58,265 | 67,710 |
Subsea Products Member | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 174,893 | 150,639 | 190,897 | 325,532 | 385,709 |
Income from Operations | 10,552 | 11,483 | 25,121 | 22,035 | 65,761 |
Depreciation and amortization | 12,785 | 12,999 | 12,952 | 25,784 | 25,759 |
Subsea Projects [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 75,545 | 62,956 | 138,662 | 138,501 | 268,084 |
Income from Operations | 3,000 | 187 | 10,237 | 3,187 | 17,026 |
Depreciation and amortization | 7,781 | 8,080 | 8,353 | 15,861 | 16,872 |
Asset Integrity [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 58,192 | 52,658 | 73,864 | 110,850 | 143,464 |
Income from Operations | 3,755 | 2,267 | (805) | 6,022 | (371) |
Depreciation and amortization | 1,780 | 1,460 | 2,843 | 3,240 | 5,756 |
Advanced Technologies [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Revenue | 102,974 | 85,901 | 82,475 | 188,875 | 149,364 |
Income from Operations | 7,632 | 5,026 | 5,528 | 12,658 | 6,121 |
Depreciation and amortization | 784 | 797 | 806 | 1,581 | 1,540 |
Unallocated Expenses [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Income from Operations | (25,925) | (25,038) | (19,721) | (50,963) | (47,065) |
Depreciation and amortization | $ 1,138 | $ 1,098 | $ 999 | $ 2,236 | $ 2,123 |