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			June 30, 2021

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 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 July 23, 2021: 99,795,438 

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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

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Table of Contents

PART I – FINANCIAL INFORMATION

 

Item 1.Financial Statements

OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

 

						Jun 30, 2021						Dec 31, 2020
(in thousands, except share data)
						(unaudited)
ASSETS
Current Assets:
Cash and cash equivalents						$	456,087					$	452,016
Accounts receivable, net						334,122						296,214
Contract assets, net						247,162						221,997
Inventory, net						129,133						141,241
Other current assets						62,372						58,795
Total Current Assets						1,228,876						1,170,263
Property and equipment, at cost						2,454,678						2,456,602
Less accumulated depreciation						1,916,769						1,865,495
Net property and equipment						537,909						591,107
Other Assets:
Goodwill						35,042						35,016
Other noncurrent assets						107,714						108,250
Right-of-use operating lease assets						152,008						141,206
Total other assets						294,764						284,472
Total Assets						$	2,061,549					$	2,045,842
LIABILITIES AND EQUITY
Current Liabilities:
Accounts payable						$	106,778					$	94,207
Accrued liabilities						310,757						292,863
Contract liabilities						61,988						50,046
Total current liabilities						479,523						437,116
Long-term debt						773,423						805,251
Long-term operating lease liabilities						163,027						156,074
Other long-term liabilities						82,844						89,244
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						168,002						192,492
Treasury stock; 11,038,650 and 11,525,725 shares, at cost						(632,129)						(660,021)
Retained earnings						1,348,096						1,351,220
Accumulated other comprehensive loss						(355,009)						(359,306)
Oceaneering shareholders' equity						556,669						552,094
Noncontrolling interest						6,063						6,063
Total equity						562,732						558,157
Total Liabilities and Equity						$	2,061,549					$	2,045,842

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

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

 

									Three Months Ended June 30,												Six Months Ended June 30,
(in thousands, except per share data)									2021						2020						2021						2020
Revenue									$	498,199					$	427,216					$	935,752					$	963,884
Cost of services and products									429,802						384,679						810,698						874,595
			Gross margin						68,397						42,537						125,054						89,289
Selling, general and administrative expense									45,578						47,719						88,452						103,460
Long-lived assets impairments									—						—						—						68,763
Goodwill impairment									—						—						—						303,005
			Income (loss) from operations						22,819						(5,182)						36,602						(385,939)
Interest income									683						511						1,202						1,788
Interest expense, net of amounts capitalized									(9,729)						(11,611)						(20,136)						(24,073)
Equity in income (losses) of unconsolidated affiliates									378						674						912						1,871
Other income (expense), net									(1,955)						(3,660)						(3,408)						(10,788)
			Income (loss) before income taxes						12,196						(19,268)						15,172						(417,141)
Provision (benefit) for income taxes									5,955						5,520						18,296						(24,755)
			Net Income (Loss)						$	6,241					$	(24,788)					$	(3,124)					$	(392,386)
Weighted-average shares outstanding
Basic									99,762						99,273						99,613						99,164
Diluted									100,847						99,273						99,613						99,164
Earnings (loss) per share
Basic									$	0.06					$	(0.25)					$	(0.03)					$	(3.96)
Diluted									$	0.06					$	(0.25)					$	(0.03)					$	(3.96)

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

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(unaudited)

									Three Months Ended June 30,												Six Months Ended June 30,
(in thousands)									2021						2020						2021						2020
Net income (loss)									$	6,241					$	(24,788)					$	(3,124)					$	(392,386)
Other Comprehensive Income (Loss):
			Foreign currency translation adjustments						6,468						10,629						3,612						(59,696)
			Change in unrealized gains for available-for-sale debt securities (1)						(369)						—						685						—
Total other comprehensive income (loss)									6,099						10,629						4,297						(59,696)
			Comprehensive income (loss)						$	12,340					$	(14,159)					$	1,173					$	(452,082)
(1)			There is no income tax expense associated with the three and six months ended June 30, 2021 due to reversal of a valuation allowance.

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

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

						Six Months Ended June 30,
(in thousands)						2021						2020
Cash Flows from Operating Activities:
Net income (loss)						$	(3,124)					$	(392,386)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization, including goodwill impairment						71,696						394,894
Loss on impairment of long-lived assets						—						68,763
Deferred income tax provision (benefit)						(4,272)						(8,528)
Net loss (gain) on sales of property and equipment and other						1,861						621
Noncash compensation						5,187						6,303
Noncash impact of lease accounting						(4,435)						(2,981)
Excluding the effects of acquisitions, increase (decrease) in cash from:
Accounts receivable and contract assets						(63,072)						63,724
Inventory						12,107						14,297
Proceeds from interest rate swaps						—						12,840
Other operating assets						(9,363)						(1,061)
Currency translation effect on working capital, excluding cash						2,768						(2,508)
Current liabilities						41,820						(135,019)
Other operating liabilities						(2,350)						(13,591)
Total adjustments to net income (loss)						51,947						397,754
Net Cash Provided by (Used in) Operating Activities						48,823						5,368
Cash Flows from Investing Activities:
Purchases of property and equipment						(23,328)						(37,860)
Proceeds from redemption of investments in Angolan bonds						4,486						—
Distributions of capital from unconsolidated affiliates						1,612						1,206
Proceeds from sale of property and equipment						3,916						1,337
Other investing activities						1,157						—
Net Cash Provided by (Used in) Investing Activities						(12,157)						(35,317)
Cash Flows from Financing Activities:
Repurchase of 2024 Senior Notes						(30,500)						—
Other financing activities						(1,784)						(1,947)
Net Cash Provided by (Used in) Financing Activities						(32,284)						(1,947)
Effect of exchange rates on cash						(311)						(8,250)
Net Increase (Decrease) in Cash and Cash Equivalents						4,071						(40,146)
Cash and Cash Equivalents—Beginning of Period						452,016						373,655
Cash and Cash Equivalents—End of Period						$	456,087					$	333,509

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

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OCEANEERING INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(unaudited)

						Common Stock						Additional Paid-in Capital						Treasury Stock						Retained Earnings						Accumulated Other Comprehensive Income (Loss)												Oceaneering Shareholders' Equity						Non-controlling Interest						Total Equity
(in thousands)
Balance, December 31, 2020						$	27,709					$	192,492					$	(660,021)					$	1,351,220					$	(359,306)											$	552,094					$	6,063					$	558,157
Net income (loss)						—						—						—						(9,365)						—												(9,365)						—						(9,365)
Other comprehensive income (loss)						—						—						—						—						(1,802)												(1,802)						—						(1,802)
Restricted stock unit activity						—						(13,642)						14,997						—						—												1,355						—						1,355
Restricted stock activity						—						(10,439)						10,439						—						—												—						—						—
Balance, March 31, 2021						27,709						168,411						(634,585)						1,341,855						(361,108)												542,282						6,063						548,345
Net income (loss)						—						—						—						6,241						—												6,241						—						6,241
Other comprehensive income (loss)						—						—						—						—						6,099												6,099						—						6,099
Restricted stock unit activity						—						(409)						2,456						—						—												2,047						—						2,047
Balance, June 30, 2021						$	27,709					$	168,002					$	(632,129)					$	1,348,096					$	(355,009)											$	556,669					$	6,063					$	562,732
						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, 2019						$	27,709					$	207,130					$	(681,640)					$	1,850,244					$	(334,097)											$	1,069,346					$	6,063					$	1,075,409
Cumulative effect of ASC 326 adoption						—						—						—						(2,273)						—												(2,273)						—						(2,273)
Net income (loss)						—						—						—						(367,598)						—												(367,598)						—						(367,598)
Other comprehensive income (loss)						—						—						—						—						(70,325)												(70,325)						—						(70,325)
Restricted stock unit activity						—						(11,816)						13,262						—						—												1,446						—						1,446
Restricted stock activity						—						(5,992)						5,992						—						—												—						—						—
Balance, March 31, 2020						27,709						189,322						(662,386)						1,480,373						(404,422)												630,596						6,063						636,659
Net income (loss)						—						—						—						(24,788)						—												(24,788)												(24,788)
Other comprehensive income (loss)						—						—						—						—						10,629												10,629												10,629
Restricted stock unit activity						—						1,790						1,119						—						—												2,909												2,909
Balance, June 30, 2020						$	27,709					$	191,112					$	(661,267)					$	1,455,585					$	(393,793)											$	619,346					$	6,063					$	625,409

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

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    SUMMARY OF MAJOR ACCOUNTING POLICIES

Basis of Presentation. Oceaneering International, Inc. (“Oceaneering,” “we” or “us”) has prepared these unaudited consolidated financial statements pursuant to instructions for quarterly reports on Form 10-Q, which we are required to file with the United States 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, 2021 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, 2020. The results for interim periods are not necessarily indicative of annual results.

Principles of Consolidation. The consolidated financial statements include the accounts of Oceaneering 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 noncurrent 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 as of 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.

Recasting of Certain Prior Period Information. In the third quarter of 2020, we changed our organizational structure as part of the transformation to realign our businesses to achieve greater cost efficiencies and to bring together business units that frequently work together and promote increased synergies in bidding, project management and the use of offshore technicians. As a result, information that our chief operating decision maker regularly reviews changed. Therefore, for the three- and six-month periods ended June 30, 2021, we are reporting our financial results consistent with our newly realigned operating segments and have recast certain prior period amounts to conform to the way we now manage our businesses and monitor segment performance as described in Note 3–“Revenue” and Note 10–“Business Segment Information.” We also changed our reporting units to realign with the changes in our operating segments and reassessed impairments for long-lived assets and goodwill as described in Note 4–“Impairments.”

Reclassifications. Certain amounts from prior periods have been reclassified to conform with the current year

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.

Allowances for Credit Loss—Financial Assets Measured at Amortized Costs. We identify allowances for credit loss based on future expected losses when accounts receivable, contract assets or held-to-maturity loan receivables are created rather than when losses are probable.

We use the loss-rate method in developing the allowance for credit losses, which involves identifying pools of assets with similar risk characteristics, reviewing historical losses within the last five years and consideration of reasonable supportable forecasts of economic indicators. Changes in estimates, developing trends and other new information could have material effects on future evaluations.

We monitor the credit quality of our accounts receivable and other financing receivable amounts by frequent customer interaction, following economic and industry trends and reviewing specific customer data. Our other receivable amounts include contract assets and held-to-maturity loans receivable, which we consider to have a low risk of loss.

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We are monitoring the impacts from the coronavirus (COVID-19) outbreak and volatility in the oil and natural gas markets on our customers and various counterparties. We have considered the current and expected economic and market conditions, as a result of COVID-19, in determining credit loss expense for the three- and six-month periods ended June 30, 2021 and 2020.

As of June 30, 2021, our allowance for credit losses was $1.6 million for accounts receivable and $0.9 million for other receivables.

Financial assets are written off when deemed uncollectible and there is no reasonable expectation of recovering the contractual cash flows. During the three- and six-month periods ended June 30, 2021, we wrote off accounts receivable of $0.7 million and $3.1 million, respectively, that previously had been reserved.

We have elected to apply the practical expedient available under “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” as amended, (“ASC 326”) to exclude the accrued interest receivable balance that is included in our held-to-maturity loans receivable. The amount excluded as of June 30, 2021 was $1.3 million.

Accounts receivable are considered to be past-due after the end of the contractual terms agreed to with the customer. There were no material past-due amounts that we consider uncollectible for our financial assets as of June 30, 2021. We generally do not 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. We periodically review the value of items in inventory and record write-downs or write-offs of inventory based on our assessment of market conditions. Write-downs and write-offs are charged to cost of services and products. We did not record any write-downs or write-offs of inventory in the three- and six-month periods ended June 30, 2021 and 2020.

Property and Equipment, Long-Lived Intangible Assets and Right-of-Use Operating Lease Assets. We provide for depreciation of property and equipment on the straight-line method over estimated useful lives. We charge the costs of repair and maintenance of property and equipment to operations as incurred, and 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.

We capitalize interest on assets where the construction period is anticipated to be more than three months. We did not capitalize interest in the three- and six-month periods ended June 30, 2021 and 2020. We do not allocate general administrative costs to capital projects.

Long-lived intangible assets, primarily acquired in connection with business combinations, include trade names, intellectual property and customer relationships and are being amortized over their respective estimated useful lives.

Our management periodically, and upon the occurrence of a triggering event, reviews the realizability of our property and equipment, long-lived intangible assets and right-of-use operating lease assets to determine whether any events or changes in circumstances indicate that the carrying amounts of the assets 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 additional information regarding write-downs and write-offs of property and equipment, long-lived intangible assets and right-of-use operating lease assets in the six-month period ended June 30, 2020, see Note 4—“Impairments” and Note 10—“Business Segment Information.” We did not identify indicators of impairment for property and equipment, long-lived intangible assets and right-of-use operating lease assets for the three- and six-month periods ended June 30, 2021 or the three-month period ended June 30, 2020.

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.

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For additional information regarding right-of-use operating lease assets, see “Leases” below.

Goodwill. Our goodwill is evaluated for impairment annually and whenever we identify certain triggering events or circumstances that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

In our annual evaluation of goodwill, we perform a qualitative or quantitative impairment test. Under the qualitative approach, if we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we are required to perform the quantitative analysis to determine the fair value for the reporting unit. We then compare the fair value of the reporting unit with its carrying amount and recognize an impairment loss for the amount by which the carrying amount exceeds the fair value of the reporting unit. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. We also 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. For additional information regarding impairments of goodwill during the three-month period ended March 31, 2020, see Note 4—“Impairments” and Note 10—“Business Segment Information.” We did not identify indicators of impairment for goodwill for the three- and six-month periods ended June 30, 2021 or the three-month period ended June 30, 2020.

Foreign Currency Translation. The functional currency for most 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 as of the balance sheet date, and the resulting translation adjustments are recognized, net of tax, in accumulated other comprehensive income (loss) as a component of shareholders' equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Operations. We recorded $(1.8) million and $(3.7) million of foreign currency transaction gains (losses) in the three- and six-month periods ended June 30, 2021, respectively. We recorded $(3.9) million and $(11) million of foreign currency transaction gains (losses) in the three- and six-month periods ended June 30, 2020, respectively. Those amounts are included as a component of other income (expense), net in our Consolidated Statement of Operations.

Revenue Recognition. All our revenue is realized through contracts with customers. We recognize our revenue according to the contract type. On a daily basis, we recognize service revenue over time for contracts that provide for specific time, material and equipment charges, which we bill periodically, ranging from weekly to monthly. We use an input method to recognize revenue, because each day of service provided represents value to the customer. The performance obligations in these contracts are satisfied, and revenue is recognized, as the work is performed. When appropriate, we apply the practical expedient to recognize revenue for the amount invoiced when the invoice corresponds directly to the value of our performance to date.

We account for significant fixed-price contracts, mainly relating to our Manufactured Products segment, and to a lesser extent in our Offshore Projects Group (“OPG”) and Aerospace and Defense Technologies (“ADTech”) segments, by recognizing revenue over time using an input, cost-to-cost measurement percentage-of-completion method. This commonly used method allows appropriate calculation of progress on our contracts. A performance obligation is satisfied as we create a product on behalf of the customer over the life of the contract. The remainder of our revenue is recognized at the point in time when control transfers to the customer, thus satisfying the performance obligation.

We have elected to recognize the cost for freight and shipping as an expense when incurred. Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, and that are collected by us from customers, are excluded from revenue.

In our service-based business lines, we principally charge on a dayrate basis for services provided. In our product-based business lines, predominantly in our Manufactured Products segment, we recognize revenue and profit using the percentage-of-completion method and exclude uninstalled materials and significant inefficiencies from the measure of progress.

We apply judgment in the determination and allocation of transaction price to performance obligations, and the subsequent recognition of revenue, based on the facts and circumstances of each contract. We routinely review estimates related to our contracts and, when required, reflect revisions to profitability in earnings immediately. If an element of variable consideration has the potential for a significant future reversal of revenue, we will constrain that variable consideration to a level intended to remove the potential future reversal. If a current estimate of total contract cost indicates an ultimate loss on a contract, we recognize the projected loss in full when we determine it.

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During the three- and six-month periods ended June 30, 2021, we recognized a projected loss of $1.5 million for a contract in our Subsea Robotics segment. We did not have any material adjustments during the three- and six-month periods ended June 30, 2020. There could be significant adjustments to overall contract costs in the future, due to changes in facts and circumstances.

In general, our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition. Our payment terms generally do not provide financing of contracts to customers, nor do we receive financing from customers as a result of these terms.

See Note 3—“Revenue” for more information on our revenue from contracts with customers.

Leases. We determine whether a contract is or contains a lease at inception, whether as a lessee or a lessor. We take into consideration the elements of an identified asset, right to control and the receipt of economic benefit in making those determinations.

As a lessor, we lease certain types of equipment along with the provision of services and utilize the expedient allowing us to combine the lease and non-lease components into a combined component that is accounted for (1) under “Leases” (“ASC 842”), when the lease component is predominant, and (2) under the accounting standard “Revenue from Contracts with Customers” (“ASC 606”), when the service component is predominant. In general, when we have a service component, it is typically the predominant element and leads to accounting under ASC 606.

As a lessor, we lease certain types of equipment, often providing services at the same time. These leases can be priced on a dayrate or lump-sum basis for periods ranging from a few days to multi-year contracts. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our customer's discretion. These leases generally do not contain options to purchase, material restrictions or covenants that impact our accounting for leases.

As a lessee, we lease land, buildings, vessels and equipment for the operation of our business and to support some of our service line revenue streams. These generally carry lease terms that range from days for operational and support equipment to 15 years for land and buildings. These leases are negotiated on commercial terms at market rates and many carry standard options to extend or terminate at our discretion. When the exercise of those options is reasonably certain, we include them in the lease assessment. Our leases do not contain material restrictions or covenants that impact our accounting for them, nor do we provide residual value guarantees.

As a lessee, we utilize the practical expedients to not recognize leases with an initial lease term of 12 months or less on the balance sheet and to combine lease and non-lease components together and account for the combined component as a lease for all asset classes, except real estate.

Right-of-use operating lease assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement or modification date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate, based on the information available at commencement or modification date in determining the present value of future payments. In determining the incremental borrowing rate, we considered our external credit ratings, bond yields for us and our identified peers, the risk-free rate in geographic regions where we operate, and the impact associated with providing collateral over a similar term as the lease for an amount equal to the future lease payments. Our right-of-use operating lease assets also include any lease prepayments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease. These options are included in the lease term when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

2.    ACCOUNTING STANDARDS UPDATE

Recently Adopted Accounting Standards. On January 1, 2021, we adopted Accounting Standards Update (“ASU”) No. 2019-12, “Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within Accounting Standards Codification 740 (“ASC 740”), “Income Taxes,” and clarifies certain aspects of the current guidance to promote consistency among reporting entities. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. Our adoption of ASU 2019-12 on January 1, 2021, did not have a material impact on our consolidated financial statements.

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Recently Issued Accounting Standards. In March 2020, the Financial Accounting Standards Board issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” which provides temporary optional expedients and exceptions to existing guidance on applying contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London Interbank Offered Rate (“LIBOR”), which is scheduled to be phased out in June 2023, to alternate rates such as the Secured Overnight Financing Rate (“SOFR”). This ASU was effective upon issuance and can be applied prospectively through December 31, 2022. We continue to evaluate the impact and do not expect this ASU to have a material impact on our consolidated financial statements.

3.    REVENUE

Revenue by Category

The following tables presents revenue disaggregated by business segment, geographical region, and timing of transfer of goods or services.

												Three Months Ended																		Six Months Ended
(in thousands)												Jun 30, 2021						Jun 30, 2020 *						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020 *
Business Segment:
			Energy Services and Products
						Subsea Robotics						$	141,371					$	119,234					$	119,119					$	260,490					$	259,004
						Manufactured Products						79,127						100,570						86,825						165,952						267,104
						Offshore Projects Group						107,951						73,840						89,234						197,185						148,094
						Integrity Management & Digital Solutions						64,070						53,969						54,048						118,118						118,698
			Total Energy Services and Products									392,519						347,613						349,226						741,745						792,900
			Aerospace and Defense Technologies									105,680						79,603						88,327						194,007						170,984
						Total						$	498,199					$	427,216					$	437,553					$	935,752					$	963,884
			* Recast to reflect segment changes.
												Three Months Ended																		Six Months Ended
(in thousands)												Jun 30, 2021						Jun 30, 2020						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020
Geographic Operating Areas:
			Foreign:
						Africa						$	71,405					$	51,649					$	62,792					$	134,197					$	115,066
						Norway						57,360						45,423						52,294						109,654						97,607
						United Kingdom						45,967						62,426						43,180						89,147						123,213
						Asia and Australia						42,150						37,122						37,547						79,697						82,802
						Brazil						27,520						19,117						20,653						48,173						45,606
						Other						25,836						22,625						20,435						46,271						47,284
			Total Foreign									270,238						238,362						236,901						507,139						511,578
			United States									227,961						188,854						200,652						428,613						452,306
Total												$	498,199					$	427,216					$	437,553					$	935,752					$	963,884
Timing of Transfer of Goods or Services:
			Revenue recognized over time									$	471,474					$	396,773					$	408,173					$	879,647					$	895,080
			Revenue recognized at a point in time									26,725						30,443						29,380						56,105						68,804
Total												$	498,199					$	427,216					$	437,553					$	935,752					$	963,884

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Contract Balances

Our contracts with milestone payments have, in the aggregate, a significant impact on the contract asset and the contract liability balances. Milestones are contractually agreed with customers and relate to significant events across the contract lives. Some milestones are achieved before revenue is recognized, resulting in a contract liability, while other milestones are achieved after revenue is recognized, resulting in a contract asset.

The following table provides information about contract assets and contract liabilities from contracts with customers.

						Six Months Ended
(in thousands)						Jun 30, 2021						Jun 30, 2020
Total contract assets, beginning of period						$	221,997					$	221,288
Revenue accrued						898,853						867,613
Amounts billed						(873,688)						(865,496)
Total contract assets, end of period						$	247,162					$	223,405
Total contract liabilities, beginning of period						$	50,046					$	117,342
Deferrals of milestone payments						47,430						15,317
Recognition of revenue for goods and services						(35,488)						(80,896)
Total contract liabilities, end of period						$	61,988					$	51,763

Our payment terms consist of those services billed regularly as provided and those products delivered at a point in time, which are invoiced after the performance obligation is satisfied. Our product and service contracts with milestone payments due at agreed progress points during the contract are invoiced when those milestones are reached, which may differ from the timing of revenue recognition.

Performance Obligations

As of June 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations that were unsatisfied (or partially unsatisfied) was $205 million. In arriving at this value, we have used two practical expedients available to us and are not disclosing amounts in relation to performance obligations: (1) that are part of contracts with an original expected duration of one year or less; or (2) on contracts where we recognize revenue in line with the billing. Of this amount, we expect to recognize revenue of $132 million over the next 12 months, and we expect to recognize substantially all of the remaining balance of $73 million within the next 24 months.

Due to the nature of our service contracts in our Subsea Robotics, OPG, Integrity Management & Digital Solutions (“IMDS”) and ADTech segments, the majority of our contracts either have initial contract terms of one year or less or have customer option cancellation clauses that lead us to consider the original expected duration of one year or less.

In our Manufactured Products and ADTech segments, we have long-term contracts that extend beyond one year, and these make up the majority of the performance obligations balance reported as of June 30, 2021. We also have shorter-term product contracts with an expected original duration of one year or less that have been excluded.

Where appropriate, we have made estimates within the transaction price of elements of variable consideration within the contracts and constrained those amounts to a level where we consider it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The amount of revenue recognized in the six months ended June 30, 2021 that was associated with performance obligations completed or partially completed in prior periods was not significant.

As of June 30, 2021, there were no significant outstanding liability balances for refunds or returns due to the nature of our contracts and the services and products we provide. Our warranties are limited to assurance warranties that are of a standard length and are not considered to be material rights. The majority of our contracts consist of a single performance obligation. When there are multiple obligations, we look for observable evidence of stand-alone selling prices on which to base the allocation. This involves judgment as to the appropriateness of the observable evidence relating to the facts and circumstances of the contract. If we do not have observable evidence, we

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estimate stand-alone selling prices by taking a cost-plus-margin approach, using typical margins from the type of product or service, customer and regional geography involved.

Costs to Obtain or Fulfill a Contract

In line with the available practical expedient, we capitalize costs to obtain a contract when those amounts are significant and the contract is expected at inception to exceed one year in duration. Otherwise, the costs are expensed in the period when incurred. Costs to obtain a contract primarily consist of bid and proposal costs, which are incremental to our fixed costs. There were no balances or amortization of costs to obtain a contract in the current reporting periods.

Costs to fulfill a contract primarily consist of certain mobilization costs incurred to provide services or products to our customers. These costs are deferred and amortized over the period of contract performance. The closing balance of costs to fulfill a contract was $8.6 million and $8.3 million as of June 30, 2021 and December 31, 2020, respectively. For the three- and six-month periods ended June 30, 2021, we recorded amortization expense of $1.3 million and $2.3 million, respectively. For the three- and six-month periods ended June 30, 2020, we recorded amortization expense of $1.9 million and $3.8 million, respectively. No impairment costs were recognized.

4.    IMPAIRMENTS

Goodwill

We did not identify any triggering events and, accordingly, no impairments of goodwill were recorded in the three- and six-month periods ended June 30, 2021 or in the three-month period ended June 30, 2020.

During the first quarter of 2020, due to the protracted energy downturn compounded by demand destruction resulting from the adverse impacts of the COVID-19 pandemic and insufficient control of crude oil supply levels during the quarter, as well as our customers' continued focus on cost discipline, we determined that impairment indicators were present and we were required to perform a quantitative analysis for our Subsea Products–Service, Technology and Rentals (“ST&R”), Subsea Products–Manufactured Products, Subsea Projects, Asset Integrity and Advanced Technologies–Commercial reporting units. Based on these quantitative analyses, the fair value was determined to be less than the carrying value for each of those reporting units, with the exception of Subsea Products–Manufactured Products. As a result, for our Subsea Products–ST&R, Subsea Projects, Asset Integrity and Advanced Technologies–Commercial reporting units, we recorded pre-tax goodwill impairment losses of $51 million, $130 million, $111 million and $11 million, respectively. For our Remotely Operated Vehicles (“ROV”) and Advanced Technologies–Government reporting units, qualitative assessments were performed; and we concluded that it was more likely than not the fair value of each of those reporting units was more than the carrying value of the reporting unit and, therefore, no impairments were recorded for those reporting units.

Our estimates of fair values for our reporting units determined in the first quarter of 2020 required us to use significant unobservable inputs, classified as Level 3 fair value measurements, including assumptions related to future performance, risk-adjusted discount rates, future commodity prices and demand for our services and estimates of expected realizable values. For our cash flow projections for the three-months ended March 31, 2020, we utilized a weighted-average cost of capital ranging from 12% to 15% and a terminal value based on the Gordon Growth Model, assuming an expected long-term growth rate of 2%.

Our third quarter 2020 change in our operating segments resulted in one reporting unit for each of our new segments. The following table reflects goodwill impairments, as recorded in the three-month period ended March 31, 2020, and allocated, based on historical cost, to the new reporting segments determined in the third quarter of 2020:

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									Three Months Ended March 31, 2020
(in thousands)									As originally recorded						As recast to reflect segment changes
Segment/Reporting Unit									Goodwill Impairment						Subsea Robotics						Manufactured Products						OPG						IMDS						Total
Subsea Products/ST&R									$	51,302					$	17,457					$	—					$	33,845					$	—					$	51,302
Subsea Projects/Subsea Projects									129,562						84,661						—						32,440						12,461						129,562
Asset Integrity/Asset Integrity									110,753						—						—						—						110,753						110,753
Advanced Technologies/Commercial									11,388						—						11,388						—						—						11,388
			Total goodwill impairment						$	303,005					$	102,118					$	11,388					$	66,285					$	123,214					$	303,005

Aside from the goodwill impairments discussed above, the changes in our reporting units' goodwill balances during the periods presented are from currency exchange rate changes.

For further information regarding goodwill by business segment, see Note 10–“Business Segment Information.”

Property and Equipment and Intangible Assets

We did not identify any triggering events and, accordingly, no impairments of long-lived assets were recorded in the three- and six-month periods ended June 30, 2021 or in the three-month period ended June 30, 2020.

During the first quarter of 2020, due to the protracted energy downturn compounded by demand destruction resulting from the adverse impacts of the COVID-19 pandemic and insufficient control of crude oil supply levels during the quarter, as well as our customers' continued focus on cost discipline, we determined that impairment indicators were present within certain of our asset groups. To measure fair value for these asset groups, we used the following approaches:

•Subsea Distribution Solutions U.K. - We utilized the cost approach and considered economic obsolescence under the income approach to determine fair value of the property and equipment.

•Subsea Distribution Solutions Brazil and Angola - We utilized a combination of market and cost approaches to measure fair values.

•Shallow Water vessels - We utilized the cost approach and considered historical, current and anticipated dayrates and utilization to measure market value.

•Renewables and Special Projects - We utilized a combination of market and cost approaches to measure fair values.

•Oceaneering Entertainment Systems and Oceaneering Automated Guided Vehicles (“AGV”) Systems - We utilized a combination of market and cost approaches to measure fair value.

Our estimates of fair value for these asset groups determined in the first quarter of 2020 required us to use significant unobservable inputs, classified as Level 3 fair value measurements, including assumptions related to future performance, risk-adjusted discount rates, future commodity prices and demand for our services and estimates of expected realizable value. Our cash flow projections utilized a weighted-average cost of capital ranging from 12% to 15% and a terminal value based on the Gordon Growth Model, assuming an expected long-term growth rate of 2%.

As a result, we determined that the carrying values exceeded the estimated fair values and recorded impairments as noted below. Our third quarter 2020 change in operating segments did not result in any changes in our asset groups. The following table reflects long-lived asset impairments as recorded in the three-month period ended March 31, 2020, and assigned to the new reporting segments determined in the third quarter of 2020:

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									Three Months Ended March 31, 2020
(in thousands)									As originally recorded						As recast to reflect segment changes
Segment/Reporting Unit									Long-lived Asset Impairments						Manufactured Products						OPG						IMDS						Total
Subsea Products
			Subsea Distribution Solutions U.K.						$	6,543					$	6,543					$	—					$	—					$	6,543
			Subsea Distribution Solutions Brazil						9,834						9,834																		9,834
			Subsea Distribution Solutions Angola						38,482						38,482																		38,482
Subsea Projects
			Shallow Water vessels						3,894												3,894												3,894
			Renewables and Special Projects Group						3,628												3,628												3,628
			Global Data Solutions						167																		167						167
Advanced Technologies
			Oceaneering Entertainment Systems						5,065						5,065																		5,065
			Oceaneering AGV Systems						1,150						1,150																		1,150
			Total long-lived asset impairments						$	68,763					$	61,074					$	7,522					$	167					$	68,763

5.    INCOME TAXES

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix from the sources of our results. The effective tax rate for the six-month periods ended June 30, 2021 and 2020 was different than the federal statutory rate of 21%, primarily due to the geographical mix of operating revenue and results, changes in valuation allowances and uncertain tax positions, and other discrete items; therefore, we do not believe a discussion of the annual effective tax rate is meaningful. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur incremental tax consequences upon the distribution of such earnings or deferred taxes related to balance sheet translation gains or losses.

On March 27, 2020, the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law in the United States. In accordance with the recently established rules and procedures under the CARES Act, we filed a 2014 refund claim to carry back our U.S. net operating loss generated in 2019 and amended our 2012 and 2013 federal income tax returns impacted by the net operating loss carryback. Prior to the enactment of the CARES Act, such net operating losses could only be carried forward. As a result, we expect to receive combined refunds of approximately $33 million, of which we have received $5.6 million as of June 30, 2021. The remaining refunds are classified as accounts receivable, net, in our consolidated balance sheet as of June 30, 2021. In 2020, we also realized a non-cash tax benefit of $8.4 million due to the carryback provision of the CARES Act recognized as a reduction in long-term liabilities.

We conduct our international operations in jurisdictions that have varying laws and regulations regarding income and other taxes, some of which are subject to interpretation. We recognize the expense or benefit for an uncertain tax position if it is more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the uncertain tax position is then measured and recognized at the largest amount that we believe is greater than 50% likely of being realized upon ultimate settlement.

We have accrued a net total of $12 million and $15 million in other long-term liabilities on our balance sheet for worldwide unrecognized tax liabilities as of June 30, 2021 and December 31, 2020, respectively. We account for any applicable interest and penalties related to uncertain tax positions as a component of our provision for income taxes in our consolidated financial statements. Changes in our management's judgment related 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 table lists the earliest tax years open to examination by tax authorities where we have significant operations:

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Jurisdiction						Periods
United States						2014
United Kingdom						2019
Norway						2016
Angola						2013
Brazil						2016
Australia						2015

We have ongoing tax audits in various jurisdictions. The outcome of these audits may have an impact on uncertain tax positions for income tax returns subsequently filed in those jurisdictions.

6.    SELECTED BALANCE SHEET INFORMATION

The following is information regarding selected balance sheet accounts:

 

(in thousands)									Jun 30, 2021						Dec 31, 2020
Inventory:
			Remotely operated vehicle parts and components						$	62,746					$	62,788
			Other inventory, primarily raw materials						66,387						78,453
			Total						$	129,133					$	141,241
Other current assets:
			Prepaid expenses						$	55,458					$	48,616
			Angolan bonds						6,914						10,179
			Total						$	62,372					$	58,795
Accrued liabilities:
			Payroll and related costs						$	131,269					$	135,042
			Accrued job costs						59,893						47,721
			Income taxes payable						42,983						35,929
			Current operating lease liability						20,695						18,798
			Other						55,917						55,373
			Total						$	310,757					$	292,863

7.    DEBT

Long-term debt consisted of the following: 

			(in thousands)						Jun 30, 2021						Dec 31, 2020
4.650% Senior Notes due 2024									$	469,500					$	500,000
6.000% Senior Notes due 2028									300,000						300,000
Interest rate swap settlements									8,982						10,870
Unamortized debt issuance costs									(5,059)						(5,619)
Long-term debt									$	773,423					$	805,251

In November 2014, we completed the public offering of $500 million aggregate principal amount of 4.650% Senior Notes due 2024 (the “2024 Senior Notes”). We pay interest on the 2024 Senior Notes on May 15 and November 15 of each year. The 2024 Senior Notes are scheduled to mature on November 15, 2024.

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “2028 Senior Notes”). We pay interest on the 2028 Senior Notes on February 1 and August 1

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of each year. The 2028 Senior Notes are scheduled to mature on February 1, 2028. We used the net proceeds from the 2028 Senior Notes to repay our term loan indebtedness described further below.

We may redeem some or all of the 2024 Senior Notes and the 2028 Senior Notes (collectively, the “Senior Notes”) at specified redemption prices. In the three months ended June 30, 2021, we repurchased approximately $31 million in aggregate principal amount of the 2024 Senior Notes at par in open market transactions. The aggregate purchase price included accrued and unpaid interest to the repurchase date of $0.3 million. We recorded loss on extinguishment of debt of less than $0.1 million for fees associated with the repurchases.

In October 2014, we entered into a credit agreement (as amended, the “Credit Agreement”) with a group of banks. The Credit Agreement initially provided for 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 may be used for general corporate purposes. The Credit Agreement also provided for a $300 million term loan, which we repaid in full in February 2018, using net proceeds from the issuance of our 2028 Senior Notes referred to above, and cash on hand.

In February 2018, we entered into Agreement and Amendment No. 4 to the Credit Agreement (“Amendment No. 4”). Amendment No. 4 amended the Credit Agreement to, among other things, extend the maturity of the Revolving Credit Facility to January 25, 2023 with the extending lenders, which represent 90% of the existing commitments of the lenders, such that the total commitments for the Revolving Credit Facility will be $500 million until October 25, 2021, and thereafter $450 million until January 25, 2023. As of June 30, 2021, we had no borrowings outstanding under the Revolving Credit Facility.

Borrowings under the Revolving Credit Facility 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%; and (2) in the case of advances bearing interest at the Eurodollar Rate, from 1.125% to 1.750%. 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 and enter into certain restrictive agreements. We are also subject to a maximum adjusted total Capitalization Ratio (as defined in the Credit Agreement and which stipulates that, among other items, we exclude any impacts associated with current and prior period impairments) of 55%. The Credit Agreement includes customary events of default and associated remedies. As of June 30, 2021, we were in compliance with all the covenants set forth in the Credit Agreement.

We had two interest rate swaps in place relating to a total of $200 million of the 2024 Senior Notes for the period to November 2024. The agreements swapped the fixed interest rate of 4.65% on $100 million of the 2024 Senior Notes to the floating rate of one-month LIBOR plus 2.426% and on another $100 million to one-month LIBOR plus 2.823%. In March 2020, we settled both interest rate swaps with the counterparty for cash proceeds of $13 million. The settlement resulted in a $13 million increase to our long-term debt balance that will be amortized to interest expense prospectively through the maturity date for the 2024 Senior Notes using the effective interest method. As a result, we amortized $1.3 million and $1.9 million to interest expense for the three- and six-month periods ended June 30, 2021, respectively, and $0.7 million to interest expense for the three- and six-month periods ended June 30, 2020. The three- and six-month periods ended June 30, 2021 include $0.6 million for the pro-rata write-off of interest rate swap settlement gains associated with the 2024 Senior Notes repurchases discussed above.

We incurred $6.9 million and $4.2 million of issuance costs related to the 2024 Senior Notes and the 2028 Senior Notes, respectively, and $3.0 million of new loan costs, including costs of the amendments prior to Amendment No. 4, related to the Credit Agreement. These costs, net of accumulated amortization, are included as a reduction of long-term debt on our Consolidated Balance Sheets, as they pertain to the Senior Notes, and in other noncurrent assets, as they pertain to the Credit Agreement. We are amortizing these costs to interest expense through the

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respective maturity dates for the Senior Notes and to January 2023 for the Credit Agreement using the straight-line method, which approximates the effective interest rate method.

8.    COMMITMENTS AND CONTINGENCIES

Litigation. In the ordinary course of business, we are, from time to time, involved in litigation or subject to disputes, governmental investigations or claims related to our business activities, including, among other things:

•performance- or warranty-related matters under our customer and supplier contracts and other business arrangements; and

•workers’ compensation claims, Jones Act claims, occupational hazard claims, premises liability claims and other claims.

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 have a material adverse effect on our consolidated financial condition, results of operations or cash flows. However, because of the inherent uncertainty of litigation and other dispute resolution proceedings and, in some cases, the availability and amount of potentially available insurance, we can provide no assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial condition, results of operations or cash flows for the fiscal period in which that resolution occurs.

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 estimated the aggregate fair market value of the Senior Notes to be $777 million as of June 30, 2021, 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 (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 terms for the assets or liabilities).

Foreign currency gains (losses) related to the Angolan kwanza of $(0.5) million and $(0.2) million in the three-month periods ended June 30, 2021 and 2020, respectively, and $(1.9) million and $(2.2) million in the six-month periods ended June 30, 2021 and 2020, respectively, were primarily due to the remeasurement of our Angolan kwanza cash balances to U.S. dollars. Foreign currency gains (losses) related to the Brazilian real of less than $0.1 million and $(3.7) million in the three-month periods ended June 30, 2021 and 2020, respectively, and less than $0.1 million and $(7.7) million in the six-month periods ended June 30, 2021 and 2020, respectively, were primarily due to the remeasurement of our U.S. dollar denominated liability balances to the Brazilian real. We recorded foreign currency transaction losses related to the Angolan kwanza and Brazilian real as a component of other income (expense), net in our Consolidated Statements of Operations.

Any conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola. As of June 30, 2021 and December 31, 2020, we had the equivalent of approximately $6.6 million and $4.7 million, respectively, of kwanza cash balances in Angola reflected on our Consolidated Balance Sheets.

To mitigate our currency exposure risk in Angola, we have used kwanza to purchase equivalent Angolan central bank (Banco Nacional de Angola) bonds. The 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. As of June 30, 2021 and December 31, 2020, we had $6.9 million and $10 million, respectively, of Angolan bonds on our Consolidated Balance Sheets. Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded in other current assets on our Consolidated Balance Sheets. During the

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three- and six-month periods ended June 30, 2021, we sold a portion of these bonds for $1.9 million and $4.5 million and recognized a gain of $0.2 million and $0.5 million, respectively, as a component of interest income in our Consolidated Statement of Operations.

We estimated the fair market value of the Angolan bonds to be $6.9 million and $10 million as of June 30, 2021 and December 31, 2020, respectively, using quoted market 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. As of June 30, 2021, we have $0.7 million in unrealized gains, net of tax, related to these bonds as a component of accumulated other comprehensive loss in our Consolidated Balance Sheets.

Due to the ongoing impact of COVID-19, certain projects that were in process have been delayed in our Manufactured Products segment. As of June 30, 2021 and December 31, 2020, we had outstanding accounts receivable and contract assets of approximately $51 million for these projects. We continue to believe these accounts receivable and contract assets are realizable and the projects will resume.

In the three-month period ended June 30, 2021, we were notified by a customer in our Manufactured Products segment that it was suspending a contract that is substantially complete. As of June 30, 2021, we had outstanding contract assets of approximately $73 million. We are in discussions with the customer concerning the timing of remaining payments. We continue to believe these contract assets are realizable and the project will resume.

9.    EARNINGS (LOSS) PER SHARE, SHARE-BASED COMPENSATION AND SHARE REPURCHASE PLAN

Earnings (Loss) 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.

Share-Based Compensation. We have no outstanding stock options and, therefore, no share-based compensation to be recognized pursuant to stock option grants.

During 2019, 2020 and through June 30, 2021, we granted restricted units of our common stock to certain of our key executives and employees. During 2019, 2020 and through June 30, 2021, our Board of Directors granted restricted common stock to our nonemployee directors. The restricted stock 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 can vest pro rata over three years, provided the individual meets certain age and years-of-service requirements. The grants of restricted stock to our nonemployee directors were scheduled to vest in full on the first anniversary of the award date conditional upon continued service as a director, except for the 2021 grant to one director who retired from our board of directors as of the date of our annual meeting of shareholders in May 2021, which vested on that date. 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 2020 through June 30, 2021, 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, 2021 and December 31, 2020, respective totals of 2,493,742 and 1,955,346 shares of restricted stock and 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 $17 million as of June 30, 2021. This expense is being recognized on a graded-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 share repurchase program under which we may repurchase up to 10 million shares of our common stock on a discretionary basis. Under the program, which has no expiration date, we had repurchased 2.0 million shares for $100 million through December

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31, 2015. We have not repurchased any shares under this plan since 2015, and we are not obligated to make any future repurchases. We account for the shares we hold in treasury under the cost method, at average cost.

10.    BUSINESS SEGMENT INFORMATION

We are a global provider of engineered services and products, primarily to the offshore energy industry. Through the use of our applied technology expertise, we also serve the defense, aerospace and commercial theme park industries.

In the third quarter of 2020, we changed our organizational structure as part of the transformation to realign our businesses to achieve greater cost efficiencies and to bring together business units that frequently work together and promote increased synergies in bidding, project management and the use of offshore technicians. As a result, information that our chief operating decision maker regularly reviews changed. Therefore, beginning with results for the three months ended September 30, 2020, we are reporting our financial results consistent with our newly realigned operating segments and have recast certain prior period amounts to conform to the way we internally manage our businesses and monitor segment performance. Our new structure aligns our company around five reportable segments: (1) Subsea Robotics; (2) Manufactured Products; (3) Offshore Projects Group; (4) Integrity Management & Digital Solutions; and (5) Aerospace and Defense Technologies.

Our Energy Services and Products business leverages our asset base and capabilities for providing services and products predominantly for offshore energy operations, inclusive of the offshore renewable energy market. Our Energy Services and Products segments are:

•Subsea Robotics—Our Subsea Robotics segment consists of our prior ROV segment, plus ROV tooling (previously in our Subsea Products segment) and survey services (previously in our Subsea Projects segment). Our Subsea Robotics segment provides the following:

◦ROVs for drilling support and vessel-based services, including subsea hardware installation, construction, pipeline inspection, survey and facilities inspection, maintenance and repair;

◦ROV tooling; and

◦survey services, including hydrographic survey and positioning services and autonomous underwater vehicles for geoscience.

•Manufactured Products—Our Manufactured Products segment consists of our prior Manufactured Products Business unit (previously in our Subsea Products segment) plus commercial theme park entertainment systems and AGV technology (both previously in our Advanced Technologies segment). Our Manufactured Products segment provides the following:

◦distribution and connection systems including production control umbilicals and field development hardware and pipeline connection and repair systems to the energy industry; and AGV technology and entertainment systems to a variety of industries.

•Offshore Projects Group—Our OPG segment consists of our prior Subsea Projects segment less survey services, maritime shipping and global data solutions (“GDS”) plus our Service and Rental business unit (previously in our Subsea Products segment). Our OPG segment provides the following:

◦subsea installation and intervention, including riserless light well intervention services, inspection, maintenance and repair (“IMR”) services, principally in the U.S. Gulf of Mexico and offshore Angola, utilizing owned and chartered vessels;

◦installation and workover control systems and ROV workover control systems;

◦project management and engineering; and

◦seabed preparation, route clearance and trenching services for submarine cables for the renewable energy markets.

•Integrity Management & Digital Solutions—Our IMDS segment consists of our prior Asset Integrity segment plus GDS and maritime shipping (both previously in our Subsea Projects segment). Our IMDS segment provides the following:

◦asset integrity management services;

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◦software and analytical solutions for the bulk cargo maritime industry; and

◦software, digital and connectivity solutions for the energy industry.

Our Aerospace and Defense Technologies segment consists of our prior Government business unit (previously in our Advanced Technologies segment). Our ADTech segment provides services and products include engineering and related manufacturing in defense and space exploration activities, principally to U.S. Government agencies and their prime contractors.

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.

The table that follows presents revenue, income (loss) from operations and depreciation and amortization expense by business segment:

 

						Three Months Ended																		Six Months Ended
(in thousands)						Jun 30, 2021						Jun 30, 2020 *						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020 *
Revenue
Energy Services and Products
Subsea Robotics						$	141,371					$	119,234					$	119,119					$	260,490					$	259,004
Manufactured Products						79,127						100,570						86,825						165,952						267,104
Offshore Projects Group						107,951						73,840						89,234						197,185						148,094
Integrity Management & Digital Solutions						64,070						53,969						54,048						118,118						118,698
Total Energy Services and Products						392,519						347,613						349,226						741,745						792,900
Aerospace and Defense Technologies						105,680						79,603						88,327						194,007						170,984
Total						$	498,199					$	427,216					$	437,553					$	935,752					$	963,884
Income (Loss) from Operations
Energy Services and Products
Subsea Robotics						$	21,710					$	11,662					$	14,619					$	36,329					$	(82,421)
Manufactured Products						790						3,865						2,753						3,543						(62,273)
Offshore Projects Group						7,996						(4,135)						8,813						16,809						(83,458)
Integrity Management & Digital Solutions						4,721						(1,825)						2,474						7,195						(123,360)
Total Energy Services and Products						35,217						9,567						28,659						63,876						(351,512)
Aerospace and Defense Technologies						19,340						13,430						16,839						36,179						26,401
Unallocated Expenses						(31,738)						(28,179)						(31,715)						(63,453)						(60,828)
Total						$	22,819					$	(5,182)					$	13,783					$	36,602					$	(385,939)
Depreciation and Amortization, including Goodwill Impairment
Energy Services and Products
Subsea Robotics						$	22,436					$	25,080					$	22,952					$	45,388					$	164,267
Manufactured Products						3,248						3,587						3,227						6,475						19,551
Offshore Projects Group						6,862						8,255						7,125						13,987						83,162
Integrity Management & Digital Solutions						1,091						757						1,124						2,215						125,100
Total Energy Services and Products						33,637						37,679						34,428						68,065						392,080
Aerospace and Defense Technologies						1,404						658						1,276						2,680						1,345
Unallocated Expenses						184						361						767						951						1,469
Total						$	35,225					$	38,698					$	36,471					$	71,696					$	394,894
* Recast to reflect segment changes.

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.

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Income (Loss) from Operations

Three Months Ended June 30, 2021, June 30, 2020 and March 31, 2021—During the three-month periods ended June 30, 2021, June 30, 2020 and March 31, 2021, we recorded adjustments attributable to each of our reporting segments as follows:

												For the Three Months Ended June 30, 2021
(in thousands)												Subsea Robotics						Manufactured Products						OPG						IMDS						ADTech						Unallocated Expenses						Total
Adjustments for the effects of:
			Loss on sale of asset									$	—					$	—					$	—					$	—					$	—					$	1,415					$	1,415
			Total adjustments for the three months ended June 30, 2021									$	—					$	—					$	—					$	—					$	—					$	1,415					$	1,415

												For the Three Months Ended June 30, 2020 *
(in thousands)												Subsea Robotics						Manufactured Products						OPG						IMDS						ADTech						Unallocated Expenses						Total
Adjustments for the effects of:
			Other									$	1,380					$	1,212					$	1,405					$	1,536					$	—					$	175					$	5,708
			Total adjustments for the three months ended June 30, 2020									$	1,380					$	1,212					$	1,405					$	1,536					$	—					$	175					$	5,708
			* Recast to reflect segment changes.

												For the Three Months Ended March 31, 2021
(in thousands)												Subsea Robotics						Manufactured Products						OPG						IMDS						ADTech						Unallocated Expenses						Total
			Other									$	395					$	537					$	149					$	217					$	10					$	—					$	1,308
			Total adjustments for the three months ended March 31, 2021									$	395					$	537					$	149					$	217					$	10					$	—					$	1,308

Six Months Ended June 30, 2021 and June 30, 2020—During the six-month periods ended June 30, 2021 and 2020, we recorded adjustments attributable to each of our reporting segments as follows:

												For the Six Months Ended June 30, 2021
(in thousands)												Subsea Robotics						Manufactured Products						OPG						IMDS						ADTech						Unallocated Expenses						Total
			Loss on sale of asset									$	—					$	—					$	—					$	—					$	—					$	1,415					$	1,415
			Other									395						537						149						217						10						—						1,308
			Total adjustments for the six months ended June 30, 2021									$	395					$	537					$	149					$	217					$	10					$	1,415					$	2,723

												For the Six Months Ended June 30, 2020 *
(in thousands)												Subsea Robotics						Manufactured Products						OPG						IMDS						ADTech						Unallocated Expenses						Total
Adjustments for the effects of:
			Long-lived assets impairments									$	—					$	61,074					$	7,522					$	167					$	—					$	—					$	68,763
			Long-lived assets write-offs									7,328						—						—						—						—						—						7,328
			Goodwill impairment									102,118						11,388						66,285						123,214						—						—						303,005
			Other									2,299						3,196						2,621						3,767						—						455						12,338
			Total adjustments for the six months ended June 30, 2020									$	111,745					$	75,658					$	76,428					$	127,148					$	—					$	455					$	391,434
			* Recast to reflect segment changes.

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Depreciation and Amortization, including Goodwill Impairment

Depreciation expense on property and equipment, reflected in Depreciation and Amortization, including Goodwill Impairment in the table above, was $35 million, $38 million and $35 million in the three-month periods ended June 30, 2021 and 2020 and March 31, 2021, respectively, and $70 million and $81 million in the six-month periods ended June 30, 2021 and 2020, respectively.

Amortization expense on long-lived intangible assets, reflected in Depreciation and Amortization, including Goodwill Impairment in the table above, was $0.8 million, $0.8 million and $1.3 million in the three-month periods ended June 30, 2021 and 2020 and March 31, 2021, respectively, and $2.1 million and $3.4 million in the six-month periods ended June 30, 2021 and 2020, respectively.

Goodwill impairment expense, reflected in Depreciation and Amortization, including Goodwill Impairment in the table above, was $303 million in the six-month period ended June 30, 2020. For further information regarding goodwill impairment expense, see Note 4—“Impairments.”

Long-lived asset write-offs, reflected in Depreciation and Amortization, including Goodwill Impairment in the table above, were $7.3 million in the six-month period ended June 30, 2020. For further information regarding our long-lived asset write-offs, see Note 4—“Impairments.”

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements we make in this quarterly report on Form 10-Q are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements include, without limitation, statements regarding our expectations about:

•the impacts of the coronavirus (“COVID-19”) pandemic on the U.S. and the global economy, as well as on our business;

•our third quarter 2021 operating results and the contributions from our segments to those results, as well as the amount of Unallocated Expenses for the third quarter;

•tax refunds under the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and other tax refunds;

•our cash tax payments and projected capital expenditures for 2021;

•free cash flow, which we define as net cash provided by operating activities less cash paid for purchases of property and equipment, in 2021 and in future periods;

•future demand, order intake and business activity levels;

•the backlog of our Manufactured Products segment, to the extent backlog may be an indicator of future revenue or productivity;

•the adequacy of our liquidity, cash flows and capital resources;

•the condition of debt markets and our possible future debt repurchases;

•shares to be repurchased under our share repurchase plan;

•the implementation of new accounting standards and related policies, procedures and controls;

•seasonality; and

•industry conditions.

These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we have referred to under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in Part I of our annual report on Form 10-K for the year ended December 31, 2020. Although we believe that the expectations reflected in such forward-looking statements are reasonable, because of the inherent limitations in the forecasting process, as well as the relatively volatile nature of the industries in which we operate, we can give no assurance that those expectations will prove to have been correct. Accordingly, evaluation of our future prospects must be made with caution when relying on forward-looking information.

The following discussion should be read in conjunction with “Management's Discussion and Analysis of Financial Condition and Results of Operations” included in our annual report on Form 10-K for the year ended December 31, 2020.

Realignment of Reportable Segments

As described in Note 10—“Business Segment Information” in the Notes to Consolidated Financial Statements included in this report, in the third quarter of 2020, we changed our organizational structure as part of the transformation to realign our businesses to achieve greater cost efficiencies and to bring together business units that frequently work together and promote increased synergies in bidding, project management and the use of offshore technicians. As a result, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed. Therefore, for the three- and six-month periods ended June 30, 2021, we are reporting our financial results consistent with our newly realigned operating segments and have recast certain prior period amounts to conform to the way we internally manage our businesses and monitor segment performance. Our new structure aligns our company around five reportable segments: (1) Subsea Robotics; (2) Manufactured Products; (3) Offshore Projects Group (“OPG”); (4) Integrity Management & Digital Solutions (“IMDS”); and (5) Aerospace and Defense Technologies (“ADTech”).

Overview of our Results and Guidance

Our diluted earnings (loss) per share for the three- and six-month periods ended June 30, 2021 were $0.06 and $(0.03), respectively, as compared to $(0.25) and $(3.96) for the corresponding periods of the prior year. These

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operating results met our expectations, and each of our operating segments in the three- and six-month periods ended June 30, 2021 contributed operating income.

Our continued operating results improvement in the second quarter of 2021, as compared to the first quarter of 2021, was primarily attributable to a seasonally influenced growth in revenue in our energy businesses complemented by continued operating discipline and incremental efficiency gains. As expected, compared to the first quarter of 2021, our energy segments increased revenue, with double-digit growth, and improved operating results in the second quarter. Our ADTech segment delivered sequential double-digit revenue growth and solid operating results.

During the first half of 2021, our cash increased $4.1 million, primarily from the $49 million of cash generated from operating activities as a result of good operating performance. We repurchased $31 million in aggregate principal amount of our 2024 Senior Notes (as defined below in Liquidity and Capital Resources) through open market repurchases and $23 million for maintenance and growth capital expenditures. We believe that our cash balance of $456 million at June 30, 2021 coupled with improved debt markets and our expected cash flows from operations in 2021 will provide us with improved flexibility to address our 2024 debt maturity while we continue to leverage our technologies and core competencies into energy-transition opportunities.

Looking forward, we believe our consolidated third quarter 2021 results will decline on moderately lower revenue, as compared to our second quarter 2021 results. We expect commodity prices to support good activity levels in our energy segments, particularly for short-cycle work. We anticipate relatively flat activity and operating profitability in our Subsea Robotics, Manufactured Products and IMDS segments, lower activity levels and relatively flat operating profitability in our OPG segment, and lower activity levels and lower operating profitability in our ADTech segment. Unallocated Expenses are expected to be in the mid-$30 million range, due primarily to increased information technology infrastructure costs and normalized accruals for incentive-based compensation.

On March 27, 2020, the CARES Act was signed into law in the United States. In accordance with the recently established rules and procedures under the CARES Act, we filed a 2014 refund claim to carry back our U.S. net operating loss generated in 2019 and filed an amended 2013 income tax return that was impacted by the net operating loss carryback. Prior to the enactment of the CARES Act, such net operating losses could only be carried forward. As a result, we expect to receive combined refunds of approximately $33 million, of which we have received $5.6 million as of June 30, 2021. The remaining refunds are classified as accounts receivable, net, in our consolidated balance sheet as of June 30, 2021.

Our cash tax payments for the full year of 2021 are estimated to be in the range of $40 million to $45 million, primarily due to taxes incurred in countries that impose tax on the basis of in-country revenue, without regard to the profitability of such operations. These cash tax payments do not include the impact of approximately $28 million of CARES Act tax refunds expected to be received in 2021 or 2022.

We affirm our guidance range of $50 million to $70 million for capital expenditures for the full year of 2021. We remain committed to maintaining strong liquidity for the full year of 2021 and believe that our cash position, undrawn revolving credit facility, and debt maturity profile should provide us ample resources and time to address potential opportunities to improve our returns.

Results of Operations

We operate in five business segments. The segments are contained within two businesses — services and products provided primarily to the oil and gas industry, and to a lesser extent, the offshore renewables and mobility solutions industries (“Energy Services and Products”) and services and products provided to non-energy industries (“Aerospace and Defense Technologies”). Our Unallocated Expenses are those not associated with a specific business segment.

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Consolidated revenue and profitability information are as follows:

									Three Months Ended																		Six Months Ended
(dollars in thousands)									Jun 30, 2021						Jun 30, 2020						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020
Revenue									$	498,199					$	427,216					$	437,553					$	935,752					$	963,884
Gross Margin									68,397						42,537						56,657						125,054						89,289
Gross Margin %									14		%				10		%				13		%				13		%				9		%
Operating Income (Loss)									22,819						(5,182)						13,783						36,602						(385,939)
Operating Income (Loss) %									5		%				(1)		%				3		%				4		%				(40)		%

We generate a material amount of our consolidated revenue from contracts for services in the U.S. Gulf of Mexico in our OPG segment, which is usually more active in the second and third quarters, as compared to the rest of the year. The European operations of our IMDS segment are also seasonally more active in the second and third quarters. Revenue in our Subsea Robotics segment is subject to seasonal variations in demand, with our first quarter generally being the low quarter of the year. The level of our Subsea Robotics seasonality depends on the number of Remotely Operated Vehicles (“ROVs”) we have engaged in vessel-based subsea infrastructure inspection, maintenance, repair and installation, which is more seasonal than drilling support. Revenue in each of our Manufactured Products and ADTech segments generally has not been seasonal.

We had operating income of $23 million, $14 million and $37 million in the three-month periods ended June 30, 2021 and March 31, 2021, and the six-month period ended June 30, 2021, respectively. We had operating losses of $5.2 million and $386 million in the three- and six-month periods ended June 30, 2020, respectively. Included in our operating income and loss for the three months ended June 30, 2021, June 30, 2020 and March 31, 2021 were certain charges of $1.4 million, $5.7 million and $1.3 million, respectively. Included in our operating income and loss for the six months ended June 30, 2021 and 2020, were certain charges of $2.7 million and $391 million, respectively. These charges were primarily due to market conditions requiring impairment of certain of our assets along with other costs we recognized as we adapted our geographic footprint and staffing levels to the conditions of the markets we serve and are summarized as follows:

												For the three months ended June 30, 2021
(in thousands)												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
Charges for the effects of:
			Loss on sale of asset									$	—					$	—					$	—					$	—					$	—					$	1,415					$	1,415
						Total charges						$	—					$	—					$	—					$	—					$	—					$	1,415					$	1,415

												For the three months ended June 30, 2020 *
(in thousands)												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
Charges for the effects of:
			Other									$	1,380					$	1,212					$	1,405					$	1,536					$	—					$	175					5,708
						Total charges						$	1,380					$	1,212					$	1,405					$	1,536					$	—					$	175					$	5,708
* Recast to reflect segment changes.

												For the three months ended March 31, 2021
(in thousands)												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
Charges for the effects of:
			Other									$	395					$	537					$	149					$	217					$	10					$	—					1,308
						Total charges						$	395					$	537					$	149					$	217					$	10					$	—					$	1,308

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												For the six months ended June 30, 2021
(in thousands)												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
Charges for the effects of:
			Loss on sale of asset									$	—					$	—					$	—					$	—					$	—					$	1,415					$	1,415
			Other									395						537						149						217						10						—						1,308
						Total charges						$	395					$	537					$	149					$	217					$	10					$	1,415					$	2,723

												For the six months ended June 30, 2020 *
(in thousands)												Subsea Robotics						Manufactured Products						Offshore Projects Group						Integrity Management & Digital Solutions						Aerospace and Defense Technologies						Unallocated Expenses						Total
Charges for the effects of:
			Long-lived assets impairments									$	—					$	61,074					$	7,522					$	167					$	—					$	—					$	68,763
			Long-lived assets write-offs									7,328						—						—						—						—						—						7,328
			Goodwill impairment									102,118						11,388						66,285						123,214						—						—						303,005
			Other									$	2,299					$	3,196					$	2,621					$	3,767					$	—					$	455					12,338
						Total charges						$	111,745					$	75,658					$	76,428					$	127,148					$	—					$	455					$	391,434
* Recast to reflect segment changes.

Energy Services and Products

The primary focus of our Energy Services and Products business over the last several years has been toward leveraging our asset base and capabilities for providing services and products predominantly for offshore energy operations and subsea completions, inclusive of our customers’ operating expenses and the offshore renewable energy market.

The table that follows sets out the revenue and profitability for the business segments within our Energy Services and Products business. In the Subsea Robotics section of the table that follows, “ROV days available” includes all days from the first day that an ROV is placed into service until the ROV is retired. All days in this period are considered available days, including periods when an ROV is undergoing maintenance or repairs. Our ROVs do not have scheduled maintenance or repair that requires significant time when the ROVs are not available for utilization.

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									Three Months Ended																		Six Months Ended
(dollars in thousands)									Jun 30, 2021						Jun 30, 2020 *						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020 *
Subsea Robotics
			Revenue						$	141,371					$	119,234					$	119,119					$	260,490					$	259,004
			Gross Margin						31,767						21,324						24,078						55,845						40,797
			Operating Income (Loss)						21,710						11,662						14,619						36,329						(82,421)
			Operating Income (Loss) %						15		%				10		%				12		%				14		%				(32)		%
			ROV Days Available						22,750						22,750						22,469						45,219						45,500
			ROV Days Utilized						14,005						13,501						11,887						25,892						28,354
			ROV Utilization						62		%				59		%				53		%				57		%				62		%
Manufactured Products
			Revenue						79,127						100,570						86,825						165,952						267,104
			Gross Margin						8,391						13,679						10,004						18,395						31,628
			Operating Income (Loss)						790						3,865						2,753						3,543						(62,273)
			Operating Income (Loss) %						1		%				4		%				3		%				2		%				(23)		%
			Backlog at End of Period						315,000						380,000						248,000						315,000						380,000
Offshore Projects Group
			Revenue						107,951						73,840						89,234						197,185						148,094
			Gross Margin						14,566						3,170						15,111						29,677						5,265
			Operating Income (Loss)						7,996						(4,135)						8,813						16,809						(83,458)
			Operating Income (Loss) %						7		%				(6)		%				10		%				9		%				(56)		%
Integrity Management & Digital Solutions
			Revenue						64,070						53,969						54,048						118,118						118,698
			Gross Margin						10,462						5,455						8,209						18,671						15,247
			Operating Income (Loss)						4,721						(1,825)						2,474						7,195						(123,360)
			Operating Income (Loss) %						7		%				(3)		%				5		%				6		%				(104)		%
Total Energy Services and Products
			Revenue						$	392,519					$	347,613					$	349,226					$	741,745					$	792,900
			Gross Margin						65,186						43,628						57,402						122,588						92,937
			Operating Income (Loss)						35,217						9,567						28,659						63,876						(351,512)
			Operating Income (Loss) %						9		%				3		%				8		%				9		%				(44)		%
* Recast to reflect segment changes.

In general, our Energy Services and Products business focuses on supplying services and products to the oil and gas industry, and to a lesser extent, the offshore renewables and mobility solutions industries. The adverse impacts of the COVID-19 pandemic and the associated supply and demand imbalance have resulted in lower levels of activity and profitability. As we expect a recovery will continue to take time to restore profitability and generate satisfactory returns, we have taken action and implemented cost improvement initiatives.

Subsea Robotics. We believe we are the world's largest provider of ROV services and, generally, this business segment has been the largest contributor to our Energy Services and Products business operating income. Our Subsea Robotics segment revenue reflects the utilization percentages, fleet sizes and average pricing in the respective periods. Our survey services business provides survey and positioning, and geoscience services. The following table presents revenue from ROV as a percentage of total Subsea Robotics revenue:

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									Three Months Ended																		Six Months Ended
									Jun 30, 2021						Jun 30, 2020 *						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020 *
ROV									80		%				83		%				78		%				79		%				81		%
Other									20		%				17		%				22		%				21		%				19		%
* Recast to reflect segment changes.

During the second quarter of 2021, Subsea Robotics operating income increased as compared to the immediately preceding quarter, primarily due to higher seasonal activity for ROV, survey, and tooling services on stable pricing across our business lines. Subsea Robotics operating income for the second quarter of 2021 increased, as compared to the corresponding period of the prior year, as a result of increased days on hire and higher average revenue per day on hire. Subsea Robotics operating income for the six-month period ended June 30, 2021 increased as compared to the corresponding period of the prior year due to charges of $112 million in the six-month period ended June 30, 2020 for goodwill impairment, write-offs of certain equipment, and other expenses. Exclusive of those charges, Subsea Robotics operating income for the six-month period ended June 30, 2021 increased on higher revenue, as compared to the corresponding period of the prior year as a result of higher average revenue per day in the first half of 2021.

Fleet utilization was 62% for the three months ended June 30, 2021 as compared to 59% for the corresponding period of the prior year. Fleet utilization decreased to 57% from 62% for the six-month periods ended June 30, 2021 and June 30, 2020, respectively. During the six months ended June 30, 2021, we retired eight of our conventional workclass ROV systems and replaced them with five upgraded conventional workclass ROV systems and three IsurusTM workclass ROV systems (which are capable of operating in severe conditions and are ideal for renewables projects and high-speed surveys) that are currently engaged in renewables work, resulting in a total of 250 ROVs in our ROV fleet as of both June 30, 2021 and June 30, 2020.

Manufactured Products. Our Manufactured Products segment provides distribution systems such as production control umbilicals and connection systems made up of specialty subsea hardware, and provides turnkey solutions that include program management, engineering design, fabrication/assembly and installation to the commercial theme park industry and mobile robotics solutions, including automated guided vehicle (“AGV”) technology to a variety of industries.

Our Manufactured Products operating results in the second quarter of 2021 decreased when compared to the immediately preceding quarter, as lower revenue decreased the ability to leverage our cost base. Our Manufactured Products operating results decreased in the second quarter of 2021, as compared to the corresponding period of the prior year, primarily as a result of increased activity in subsea umbilical and hardware throughput in the second quarter of 2020 that did not occur in the second quarter of 2021. Manufactured Products operating results were higher for the six-month period ended June 30, 2021, when compared to the corresponding period of the prior year, as a result of $76 million in charges in the six-month period ended June 30, 2020 for goodwill and asset impairments and other expenses. Exclusive of charges, operating results decreased as compared to the corresponding period of the prior year as a result of increased activity in subsea umbilical and hardware throughput in the first half of 2020 that did not occur in the first half of 2021.

Our Manufactured Products backlog was $315 million as of June 30, 2021, compared to $266 million as of December 31, 2020. The backlog increase was primarily attributable to increased levels of bookings in 2021 in our energy-related operations. Recent award activity has been encouraging in our energy products businesses; however, activity has continued to lag in our mobility solutions businesses. Many of our non-energy-related customers have delayed investment decisions due to uncertainties regarding COVID-19 and the related potential operating risks. Our book-to-bill ratio was 0.8 for the trailing 12 months, as compared with a book-to-bill ratio of 0.4 for the year ended December 31, 2020.

Offshore Projects Group. Our OPG segment provides a broad portfolio of integrated subsea project capabilities and solutions, including subsea installation and intervention, installation and workover control systems (“IWOCS”) and ROV workover control systems (“RWOCS”), project management and engineering, and seabed preparation, route clearance and trenching services.

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Our OPG operating results were lower in the second quarter of 2021, as compared to the immediately preceding quarter, on higher revenue. Our OPG revenue was higher in the second quarter of 2021, as compared to the immediately preceding quarter, primarily due to benefits from ongoing field activities on several projects in Angola and a seasonal increase in intervention, maintenance and repair (“IMR”) work in the Gulf of Mexico. OPG operating results were lower in the second quarter of 2021, as compared to the immediately preceding quarter, primarily due to unplanned downtime and related costs associated with the Angola riserless light well intervention project, which was partially offset by higher IMR activity levels in the Gulf of Mexico. Our OPG operating results increased in the three months ended June 30, 2021, compared to the corresponding period of the prior year, on higher revenue, primarily due to the start-up of field activities on the riserless light well intervention project in Angola with no comparable activity in the second quarter of 2020. Our OPG operating results improved in the six months ended June 30, 2021 compared to the corresponding period of the prior year, due to charges of $76 million recorded in the first six months of 2020 for goodwill and asset impairments and other expenses. Exclusive of those charges, our OPG operating results were higher in the six-month period ended June 30, 2021 as compared to the corresponding period of the prior year, primarily due to the year-over-year contribution from our Angola riserless light well intervention campaign discussed above and higher vessel utilization.

Integrity Management & Digital Solutions. Through our IMDS segment we provide asset integrity management, corrosion management, inspection and nondestructive testing services, principally to customers in the oil and gas, power generation, and petrochemical industries. We perform these services on both onshore and offshore facilities, both topside and subsea. We also provide software, digital and connectivity solutions for the energy industry and software and analytical solutions for the bulk cargo maritime industry.

Our IMDS operating results for the second quarter of 2021 improved as compared to the immediately preceding quarter, on higher revenue, primarily due to higher seasonal activity and the start-up of several new multi-year projects combined with continuing efficiency improvements. IMDS operating results for the three-month period ended June 30, 2021, as compared to the corresponding period of the prior year, were higher due to nonrecurring costs on certain completed projects, other expenses of $1.5 million and lower activity levels in the second quarter of 2020. IMDS operating results for the six-month period ended June 30, 2021, as compared to the corresponding period of the prior year, improved due to charges of $127 million recorded in the first six months of 2020. Exclusive of those charges, operating results for the six-month period ended June 30, 2021 were higher, as compared to the corresponding period of the prior year, due to the start-up of several new customer contracts and realization of cost improvements in 2021, and nonrecurring costs on certain projects completed in the first six months of 2020 and lower activity levels in the first six months of 2020.

Aerospace and Defense Technologies. Our ADTech segment provides government services and products, including engineering and related manufacturing in defense and space exploration activities, principally to U.S. government agencies and their prime contractors.

Revenue, gross margin and operating income (loss) information for our ADTech segment are as follows:

									Three Months Ended																		Six Months Ended
(dollars in thousands)									Jun 30, 2021						Jun 30, 2020 *						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020 *
Revenue									$	105,680					$	79,603					$	88,327					$	194,007					$	170,984
Gross Margin									24,603						17,313						22,110						46,713						34,798
Operating Income (Loss)									19,340						13,430						16,839						36,179						26,401
Operating Income (Loss) %									18		%				17		%				19		%				19		%				15		%
* Recast to reflect segment changes.

Our ADTech segment operating results for the second quarter of 2021 were higher, as compared to the immediately preceding quarter, on higher revenue due to project mix and favorable rate-based adjustments. Our ADTech segment operating results for the three-month period ended June 30, 2021 were higher, when compared to the corresponding period of the prior year, on higher revenue due to increased activity in defense subsea technologies. Our ADTech operating results for the six-month period ended June 30, 2021 increased on higher levels of revenue, when compared to the corresponding period of the prior year, due to increased activity in both defense subsea technologies and space systems.

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Unallocated Expenses

Our Unallocated Expenses (i.e., those not associated with a specific business segment) within gross margin consist of expenses related to our incentive and deferred compensation plans, including restricted stock units, performance units and bonuses, as well as other general expenses. Our Unallocated Expenses within operating expense consist of those expenses within gross margin plus general and administrative expenses related to corporate functions.

Unallocated Expenses information is as follows:

									Three Months Ended																		Six Months Ended
(dollars in thousands)									Jun 30, 2021						Jun 30, 2020						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020
Gross margin expenses									$	(21,392)					$	(18,404)					(22,855)						$	(44,247)					$	(38,446)
% of revenue									4		%				4		%				5		%				5		%				4		%
Operating expenses									(31,738)						(28,179)						(31,715)						(63,453)						(60,828)
Operating expenses % of revenue									6		%				7		%				7		%				7		%				6		%

Our Unallocated Expenses for the second quarter of 2021 were flat, as compared to the immediately preceding quarter. Our Unallocated Expenses for the three- and six-month periods ended June 30, 2021 were higher, as compared to the corresponding periods of the prior year, primarily as a result of increased accruals for incentive-based compensation.

Other

The following table sets forth our significant financial statement items below the income (loss) from operations line.

									Three Months Ended																		Six Months Ended
(in thousands)									Jun 30, 2021						Jun 30, 2020						Mar 31, 2021						Jun 30, 2021						Jun 30, 2020
Interest income									$	683					$	511					$	519					$	1,202					$	1,788
Interest expense, net of amounts capitalized									(9,729)						(11,611)						(10,407)						(20,136)						(24,073)
Equity in income (losses) of unconsolidated affiliates									378						674						534						912						1,871
Other income (expense), net									(1,955)						(3,660)						(1,453)						(3,408)						(10,788)
Provision (benefit) for income taxes									5,955						5,520						12,341						18,296						(24,755)

In addition to interest on borrowings, interest expense, net of amounts capitalized, includes amortization of loan costs and interest rate swap gains, fees for lender commitments under our revolving credit agreement and fees for standby letters of credit and bank guarantees that banks issue on our behalf for performance bonds, bid bonds and self-insurance requirements.

Foreign currency transaction gains and losses are the principal component of other income (expense), net. In the three- and six-month periods ended June 30, 2021, we incurred foreign currency transaction gains (losses) of $(1.8) million and $(3.7) million, respectively. In the three- and six-month periods ended June 30, 2020, we incurred foreign currency transaction gains of $(3.9) million and $(11) million, respectively. The currency losses in 2021 were primarily related to declining exchange rates for the Angolan kwanza relative to the U.S. dollar. The currency losses in the 2020 periods were primarily related to declining exchange rates for the Angolan kwanza and the Brazilian real relative to the U.S. dollar. We could incur further foreign currency exchange losses in Angola and Brazil if further currency devaluations occur.

Our tax provision is based on (1) our earnings for the period and other factors affecting the tax provision and (2) the operations of foreign branches and subsidiaries that are subject to local income and withholding taxes. Factors that affect our tax rate include our profitability levels in general and the geographical mix of our results. The effective tax rate for the six-month periods ended June 30, 2021 and 2020 was different than the federal statutory rate of 21%, primarily due to the geographical mix of operating revenue and results, changes in valuation allowances and uncertain tax positions, and other discrete items; therefore, we do not believe a discussion of the annual effective tax rate is meaningful. We continue to make an assertion to indefinitely reinvest the unrepatriated earnings of any foreign subsidiary that would incur incremental tax consequences upon the distribution of such earnings.

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On March 27, 2020, the CARES Act was signed into law in the United States. In accordance with the recently established rules and procedures under the CARES Act, we filed a 2014 refund claim to carry back our U.S. net operating loss generated in 2019 and amended our 2012 and 2013 federal income tax returns impacted by the net operating loss carryback. Prior to enactment of the CARES Act, such net operating losses could only be carried forward. As a result, we expect to receive combined refunds of approximately $33 million, of which we have received $5.6 million as of June 30, 2021. The remaining refunds are classified as accounts receivable, net, in our consolidated balance sheet as of June 30, 2021.

Liquidity and Capital Resources

We consider our liquidity, cash flows and capital resources adequate to support our operations, capital commitments and growth initiatives. As of June 30, 2021, we had working capital of $749 million, including $456 million of cash and cash equivalents. Additionally, we had $500 million available through our revolving credit facility under a credit agreement further described below.

Amendment No. 4 to the Credit Agreement (as defined below) provides for a $500 million revolving credit facility until October 25, 2021 and thereafter $450 million until January 25, 2023 with a group of banks. Our revolving credit facility provided under the Credit Agreement was undrawn as of June 30, 2021, and remains undrawn as of the date of this report, and our nearest maturity of indebtedness is our $470 million of our 4.650% Senior Notes due in November 2024 (the “2024 Senior Notes”). We may, from time to time, complete additional, limited repurchases of our 2024 Senior Notes, via open-market or privately negotiated repurchase transactions or otherwise, prior to their maturity date. We can provide no assurances as to the timing of any such repurchases or whether we will complete any such repurchases at all. We do not intend to disclose further information regarding any such repurchase transactions, except to the extent required in our subsequent periodic filings on Forms 10-K or 10-Q, or unless otherwise required by applicable law.

Cash flows for the six months ended June 30, 2021 and 2020 are summarized as follows:

									Six Months Ended
			(in thousands)						Jun 30, 2021						Jun 30, 2020
Changes in Cash:
			Net Cash Provided by Operating Activities						$	48,823					$	5,368
			Net Cash Used in Investing Activities						(12,157)						(35,317)
			Net Cash Used in Financing Activities						(32,284)						(1,947)
			Effect of exchange rates on cash						(311)						(8,250)
			Net Increase (Decrease) in Cash and Cash Equivalents						$	4,071					$	(40,146)

Operating activities

Our primary sources and uses of cash flows from operating activities for the six months ended June 30, 2021 and 2020 are as follows:

												Six Months Ended
			(in thousands)									Jun 30, 2021						Jun 30, 2020
Cash Flows from Operating Activities:
			Net income (loss)									$	(3,124)					$	(392,386)
			Non-cash items, net									70,037						459,072
			Accounts receivable and contract assets									(63,072)						63,724
			Inventory									12,107						14,297
			Current liabilities									41,820						(135,019)
			Other changes									(8,945)						(4,320)
			Net Cash Provided by (Used in) Operating Activities									$	48,823					$	5,368

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The decrease in cash related to accounts receivable and contract assets in the six months ended June 30, 2021 reflects the timing of project milestones and customer payments. The increase in cash related to current liabilities in the six months ended June 30, 2021 reflects the timing of vendor payments and higher contract liabilities due to an increase in deferred customer prepayments, and increased accruals for annual employee incentive payments related to attainment of specific performance goals.

Investing activities

Our capital expenditures of $23 million were lower during the first six months of 2021, as compared to $38 million in the first six months of 2020, as a result of actions we have taken beginning in 2020 to reduce costs and preserve liquidity.

For 2021, we expect our capital expenditures to be in the range of $50 million to $70 million. This includes approximately $35 million to $40 million of maintenance capital expenditures and $15 million to $30 million of growth capital expenditures.

We previously had several deepwater vessels under long-term charter. The last of our long-term charters expired in March 2018. With the current market conditions, our philosophy is to attempt to charter vessels for specific projects on a back-to-back basis or short-term time charter party arrangements with the vessel owners. This generally minimizes our contract exposure by closely matching our obligations with our revenue.

Financing activities

In the six months ended June 30, 2021, we used $32 million of cash in financing activities primarily due to repurchases of approximately $31 million in aggregate principal amount of the 2024 Senior Notes at par in open market transactions. In the six months ended June 30, 2020, we used $1.9 million in financing activities.

As of June 30, 2021, we had long-term debt in the principal amount of $770 million outstanding and $500 million available under our revolving credit facility provided under the Credit Agreement.

In October 2014, we entered into a credit agreement (as amended, the “Credit Agreement”) with a group of banks. The Credit Agreement initially provided for 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 may be used for general corporate purposes. The Credit Agreement also provided for a $300 million term loan, which we repaid in full in February 2018, using net proceeds from the issuance of our 2028 Senior Notes (as defined below), and cash on hand.

In February 2018, we entered into Agreement and Amendment No. 4 to the Credit Agreement (“Amendment No. 4”). Amendment No. 4 amended the Credit Agreement to, among other things, extend the maturity of the Revolving Credit Facility to January 25, 2023 with the extending lenders, which represent 90% of the existing commitments of the lenders, such that the total commitments for the Revolving Credit Facility will be $500 million until October 25, 2021, and thereafter $450 million until January 25, 2023.

Borrowings under the Revolving Credit Facility 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%; and (2) in the case of advances bearing interest at the Eurodollar Rate, from 1.125% to 1.750%. 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 and enter into certain

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restrictive agreements. We are also subject to a maximum adjusted total Capitalization Ratio (as defined in the Credit Agreement and which stipulates that, among other items, we exclude any impacts associated with current and prior period impairments) of 55%. The Credit Agreement includes customary events of default and associated remedies. As of June 30, 2021, we were in compliance with all the covenants set forth in the Credit Agreement.

In November 2014, we completed the public offering of $500 million aggregate principal amount of our 2024 Senior Notes. We pay interest on the 2024 Senior Notes on May 15 and November 15 of each year. The 2024 Senior Notes are scheduled to mature on November 15, 2024.

In February 2018, we completed the public offering of $300 million aggregate principal amount of 6.000% Senior Notes due 2028 (the “2028 Senior Notes”). We pay interest on the 2028 Senior Notes on February 1 and August 1 of each year. The 2028 Senior Notes are scheduled to mature on February 1, 2028.

We may redeem some or all of the 2024 Senior Notes and 2028 Senior Notes at specified redemption prices. In the three months ended June 30, 2021, we repurchased approximately $31 million in aggregate principal amount of the 2024 Senior Notes at par in open market transactions. The aggregate purchase price included accrued and unpaid interest to the repurchase date of $0.3 million. We recorded loss on extinguishment of debt of less than $0.1 million for fees associated with the repurchases.

In December 2014, our Board of Directors approved a plan to repurchase up to 10 million shares of our common stock. In 2015, we repurchased 2.0 million shares under this plan. We have not repurchased any shares under this plan since December 2015. We account for the shares we hold in treasury under the cost method, at average cost. The timing and amount of any future repurchases will be determined by our management. We expect that any additional shares repurchased under the plan will be held as treasury stock for possible future use. The plan does not obligate us to repurchase any particular number of shares.

Off-Balance Sheet Arrangements

We have not guaranteed any debt not reflected on our Consolidated Balance Sheets as of June 30, 2021, and we do not have any off-balance sheet arrangements, as defined by SEC rules.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in conformity with accounting principles generally accepted in the United States. These principles require us to make various estimates, judgments and assumptions that affect the reported amounts in our financial statements and accompanying notes. We disclose our significant accounting policies in Notes to Consolidated Financial Statements—Note 1—“Summary of Major Accounting Policies” in this quarterly report and in our annual report on Form 10-K for the year ended December 31, 2020, in Part II. Item 7. “Financial Statements and Supplementary Data—Note 1—Summary of Major Accounting Policies.”

For information about our critical accounting policies and estimates, see Part II. Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our annual report on Form 10-K for the year ended December 31, 2020. As of June 30, 2021, there have been no material changes to the judgments, assumptions and estimates upon which our critical accounting policies and estimates are based.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

We are currently exposed to certain market risks arising from transactions we have entered into in the normal course of business. These risks relate to interest rate changes and fluctuations in foreign exchange rates. Except for our exposure in Angola, we do not believe these risks are material. We have not entered into any market-risk-sensitive instruments for speculative or trading purposes. When we have a significant amount of borrowings, we typically manage our exposure to interest rate changes through the use of a combination of fixed- and floating-rate debt. See Note 7—“Debt” in the Notes to Consolidated Financial Statements in this quarterly report for a description of our revolving credit facility and interest rates on our borrowings. We had two interest rate swaps in place relating to a total of $200 million of the 2024 Senior Notes. These agreements swapped the fixed interest rate of 4.650% on $100 million of the 2024 Senior Notes to the floating rate of one-month LIBOR plus 2.426% and on another $100 million to one-month LIBOR plus 2.823%. In March 2020, we terminated these interest rate swaps. We believe significant interest rate changes would not have a material near-term impact on our future earnings or cash flows.

Because we operate in various regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for most of our international operations is the applicable local currency. A stronger U.S. dollar against the United Kingdom pound sterling, the Norwegian kroner and the Brazilian real could result in lower operating income. We manage our exposure to changes in foreign exchange rates principally through arranging compensation in U.S. dollars or freely convertible currency and, to the extent possible, by limiting compensation received in other currencies to amounts necessary to meet obligations denominated in those currencies. We use the exchange rates in effect as of the balance sheet date to translate assets and liabilities when the functional currency is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive income or loss in the equity section of our Consolidated Balance Sheets. We recorded net adjustments to our equity accounts of $6.5 million and $11 million in the three-month periods ended June 30, 2021 and 2020, respectively, and $3.6 million and $(60) million in the six-month periods ended June 30, 2021 and 2020, respectively. Negative adjustments reflect the net impact of the strengthening of the U.S. dollar against various foreign currencies for locations where the functional currency is not the U.S. dollar. Conversely, positive adjustments reflect the effect of a weakening U.S. dollar.

We recorded foreign currency transaction gains (losses) of $(1.8) million and $(3.7) million in the three- and six-month periods ended June 30, 2021, and $(3.9) million and $(11) million in the three- and six-month periods ended June 30, 2020, respectively. We recorded foreign currency transaction losses related to the Angolan kwanza and Brazilian real as a component of other income (expense), net in our Consolidated Statements of Operations in those respective periods. Foreign currency transaction gains (losses) related to the Brazilian real of less than $0.1 million in the three- and six-month periods ended June 30, 2021 and $(3.7) million and $(7.7) million in the three- and six-month periods ended June 30, 2020, respectively, were primarily due to the remeasurement of our U.S. dollar denominated liability balances to the Brazilian real. Foreign currency transaction gains (losses) related to the Angolan kwanza of $(0.5) million and $(1.9) million in the three- and six-month periods ended June 30, 2021 and $(0.2) million and $(2.2) million in the three- and six-month periods ended June 30, 2020, respectively, were primarily due to the remeasurement of our Angolan kwanza cash balances to U.S. dollars. Any conversion of cash balances from kwanza to U.S. dollars is controlled by the central bank in Angola. During the six months ended June 30, 2021 and the year ended December 31, 2020, we were able to repatriate $3.3 million and $11 million, respectively, of cash from Angola.

As of June 30, 2021 and December 31, 2020, we had the equivalent of approximately $6.6 million and $4.7 million, respectively, of kwanza cash balances in Angola reflected on our Consolidated Balance Sheets.

To mitigate our currency exposure risk in Angola, we have used kwanza to purchase equivalent Angolan central bank (Banco Nacional de Angola) bonds. The 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. As of June 30, 2021 and December 31, 2020, we had $6.9 million and $10 million respectively, of Angolan bonds on our Consolidated Balance Sheets. During the six-month period ended June 30, 2021, we sold a portion of these bonds for $4.5 million. Because we intend to sell the bonds if we are able to repatriate the proceeds, we have classified these bonds as available-for-sale securities, and they are recorded in other current assets in our Consolidated Balance Sheets.

We estimated the fair market value of the Angolan bonds to be $6.9 million and $10 million as of June 30, 2021 and December 31, 2020, respectively, using quoted market prices. Since the market for the Angolan bonds is not an

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active market, the fair value of the Angolan bonds is classified within Level 2 in the fair value hierarchy under U.S. GAAP. As of June 30, 2021, we have $0.7 million in unrealized gains, net of tax, related to these bonds as a component of accumulated other comprehensive loss in our Consolidated Balance Sheets.

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Item 4.        Controls and Procedures

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we carried out an evaluation, under the supervision and with the participation of management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2021 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms.

There has been no change in our internal control over financial reporting that occurred during the three months ended June 30, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

 

Item 1.Legal Proceedings

For information regarding legal proceedings, see the discussion under the caption “Litigation” in Note 8—“Commitments and Contingencies” in the Notes to Consolidated Financial Statements included in this report, which discussion we incorporate by reference into this Item.

Item 6.         Exhibits

Index to Exhibits

Registration or File Number

Form of Report

Report Date

Exhibit Number

*

3.01

Restated Certificate of Incorporation

1-10945

10-K

Dec. 2000

3.01

*

3.02

Certificate of Amendment to Restated Certificate of Incorporation

1-10945

8-K

May 2008

3.1

*

3.03

Certificate of Amendment to Restated Certificate of Incorporation

1-10945

8-K

May 2014

3.1

*

3.04

Amended and Restated Bylaws

1-10945

8-K

Aug. 2020

3.01

10.01+

Third Amendment to Amended and Restated Oceaneering International, Inc. Retirement Investment Plan

31.01

Rule 13a – 14(a)/15d – 14(a) certification of principal executive officer

31.02

Rule 13a – 14(a)/15d – 14(a) certification of principal financial officer

32.01

Section 1350 certification of principal executive officer

32.02

Section 1350 certification of principal financial officer

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)

*

Exhibit previously filed with the Securities and Exchange Commission, as indicated, and incorporated herein by reference.

+

Management contract or compensatory plan or arrangement.

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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.

 

July 30, 2021						/S/    RODERICK A. LARSON
Date						Roderick A. Larson
						President and Chief Executive Officer
						(Principal Executive Officer)
July 30, 2021						/S/    ALAN R. CURTIS
Date						Alan R. Curtis
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)
July 30, 2021						/S/    WITLAND J. LEBLANC, JR.
Date						Witland J. LeBlanc, Jr.
						Vice President and Chief Accounting Officer
						(Principal Accounting Officer)

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