UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
☑ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the quarterly period ended | March 31, 2020 | |
OR
| ☐ | 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 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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post 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 May 8, 2020: 99,267,911
Oceaneering International, Inc.
Form 10-Q/A
Table of Contents
| Item 6. | |||
1
Explanatory Note
Oceaneering International, Inc. (“Oceaneering,” “we,” “our” or “us”) is filing this Amendment No. 1 on Form 10-Q/A
(this “Amendment”) to amend our quarterly report on Form 10-Q for the quarter ended March 31, 2020, originally
filed with the U.S. Securities and Exchange Commission (“SEC”) on May 15, 2020 (the “Original Filing” or the
“Quarterly Report”), solely for the purpose of providing certain information required for reliance on the SEC Order
(as defined below) in order to file the Quarterly Report after the original filing deadline applicable to us for that filing,
which was May 11, 2020.
On March 4, 2020, the SEC issued an order (Release No. 34-88318) under Section 36 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), granting exemptions from specified provisions of the Exchange Act
and certain rules thereunder. On March 25, 2020, the order was modified and superseded by a new SEC order
(Release No. 34-88465) that provides conditional relief to public companies that are unable to timely comply with
their filing obligations as a result of the novel coronavirus (“COVID-19”) outbreak (the “SEC Order”).
On April 24, 2020, we filed a Current Report on Form 8-K with the SEC to indicate our intention to rely on the SEC
Order for the extension of the filing of the Quarterly Report, due to circumstances related to the COVID-19
outbreak. Consistent with our statements made in that Form 8-K, we were unable to file the Quarterly Report until
May 15, 2020, and we are relying on the SEC Order with respect to the filing of the Quarterly Report due to
circumstances related to the COVID-19 outbreak. In particular, COVID-19 and related precautionary responses
caused limited access to our facilities and disrupted our normal interactions among our accounting personnel and
other staff involved in the completion of our quarterly review and preparation of the Quarterly Report. These
restrictions slowed the completion of our internal quarterly review, including evaluating the various impacts of
COVID-19 on our financial statements, and the preparation and completion of the Quarterly Report in a timely
manner.
As and to the extent required by Rule 12b-15 under the Exchange Act, new certifications by our principal executive
officer and principal financial officer are filed as exhibits to this Amendment. In addition, Part II, Item 6 of the
Original Filing is hereby amended and restated in its entirety. Except as described above, this Amendment does
not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be
read in conjunction with the Original Filing and with our filings with the SEC subsequent to the Original Filing.
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Item 6. Exhibits
| Index to Exhibits | ||||||||||||
| Registration or File Number | Form of Report | Report Date | Exhibit Number | |||||||||
| * | 3.01 | 1-10945 | 10-K | Dec. 2000 | 3.01 | |||||||
| * | 3.02 | 1-10945 | 8-K | May 2008 | 3.1 | |||||||
| * | 3.03 | 1-10945 | 8-K | May 2014 | 3.1 | |||||||
| * | 3.04 | 1-10945 | 8-K | Mar. 2020 | 3.01 | |||||||
| * | 10.01+ | 1-10945 | 8-K | Feb. 2020 | 10.1 | |||||||
| * | 10.02+ | 1-10945 | 8-K | Feb. 2020 | 10.2 | |||||||
| * | 10.03+ | 1-10945 | 8-K | Feb. 2020 | 10.3 | |||||||
| * | 10.04+ | 1-10945 | 8-K | Feb. 2020 | 10.4 | |||||||
| * | 31.01 | 1-10945 | 10-Q | Mar. 2020 | 31.01 | |||||||
| * | 31.02 | 1-10945 | 10-Q | Mar. 2020 | 31.02 | |||||||
| 31.03 | ||||||||||||
| 31.04 | ||||||||||||
| * | 32.01 | 1-10945 | 10-Q | Mar. 2020 | 32.01 | |||||||
| * | 32.02 | 1-10945 | 10-Q | Mar. 2020 | 32.02 | |||||||
| 101.INS | Inline XBRL Instance Document - The instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. | |||||||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||||||
| + | Management contract or compensatory plan or arrangement. | |||||||||||
| * | Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference. | |||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| May 27, 2020 | /S/ WITLAND J. LEBLANC, JR. | |
| Date | Witland J. LeBlanc, Jr. | |
| Vice President and Chief Accounting Officer | ||
| (Principal Accounting Officer) | ||
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