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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2002

 

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

 

(I.R.S. Employer

of incorporation or organization)

 

Identification No.)

11911 FM 529

   

Houston, Texas

 

77041

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code:

 

(713) 329-4500

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange

   

on which registered

Common Stock, $0.25 par value

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

 

        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. Yes  Ö , No     .

 

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes  Ö , No     .

 

        Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes  Ö , No     .

 

        Aggregate market value of the voting stock held by non-affiliates of the registrant at March 13, 2003, based upon the closing sale price of the Common Stock on the New York Stock Exchange:                                                                        $497,035,000

 

        Number of shares of Common Stock outstanding at March 13, 2003:                                                          24,360,274

 

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Documents   Incorporated by Reference:

 

Portions of the proxy statement relating to the registrant’s 2003 annual meeting of shareholders, to be filed on or before April 30, 2003 pursuant to Regulation 14A of the Securities Exchange Act of 1934, are incorporated by reference to the extent set forth in Part III, Items 10-13 of this report.

 

PART I

 

ITEM 1. BUSINESS.

 

General Development of Business

 

Oceaneering International, Inc. is an advanced applied technology company that provides a comprehensive range of integrated technical services and hardware to customers who operate in harsh environments, such as underwater, space and other hazardous areas. Oceaneering was organized in 1969 out of the combination of three diving service companies founded in the early 1960s. Since our establishment, we have concentrated on the development and marketing of underwater services and products requiring the use of advanced deepwater technology. We are one of the world’s largest underwater services contractors. We provide most of our services and products to the oil and gas industry. These include drilling support, subsea construction, design, lease and operation of production systems, facilities maintenance and repair, specialty subsea hardware and specialized onshore and offshore engineering and inspection. We have locations in the United States and 16 other countries. Our international operations, principally in the North Sea, Africa, Brazil, Australia and Asia, accounted for approximately 47% of our revenue, or $255 million, for the year ended December 31, 2002.

 

We operate in five business segments. The segments are contained within two businesses – services and products provided to the offshore oil and gas industry (“Offshore Oil and Gas”) and all other services and products (“Advanced Technologies”). Our business segments within the Offshore Oil and Gas business are Remotely Operated Vehicles (“ROVs”), Subsea Products, Mobile Offshore Production Systems and Other Services. We report our Advanced Technologies business as one segment. In each of our businesses, we have been concentrating on expanding our capabilities to provide technical solutions to our customers.

 

Effective November 1, 2000, our Board of Directors changed our fiscal year-end to December 31 from March 31. In connection with this transition, we reported on the nine-month period from April 1, 2000 to December 31, 2000.

 

Offshore Oil and Gas. In the last few years, the focus of our Offshore Oil and Gas business has been toward increasing our asset base for providing services and products for deepwater offshore operations and subsea completions. Prior to 1996, we purchased most of our remotely operated vehicles, often referred to as ROVs, which are submersible vehicles operated from the surface and widely used in the offshore oil and gas industry. However, in response to increased demand for more powerful systems operating in deeper water, we expanded our capabilities and established an in-house facility to design and build ROVs to meet the continued expansion of our ROV fleet. This facility was established and became fully operational in January 1998. We have built over 75 ROV systems, and we are producing all our new ROVs in-house. In September 2000, we exchanged our diving-related assets in Asia, Australia and the Middle East for 11 ROVs. The diving-related assets were part of our Other Services segment. For the past couple of years, we have kept the number of our work-class ROVs at a constant level and have built new systems for replacement and upgrade of the existing fleet.

 

Through our Oceaneering Multiflex division, we are a leading provider of subsea hydraulic and electrohydraulic umbilicals. Umbilicals are used by offshore operators to, among other things, control subsea wellhead hydrocarbon flow rates. We entered this market in March 1994 through our purchase of the operating subsidiaries of Multiflex International Inc. During 1998, we constructed a new umbilical plant in Brazil and relocated, modernized and increased the capabilities of our umbilical manufacturing facility in Scotland. Both new facilities began operations in the first half of 1999.

 

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We own three operating mobile offshore production systems:

 

    the floating production, storage and offloading system Ocean Producer, which has been operating offshore West Africa since December 1991;
    the production barge San Jacinto, acquired in December 1997 and currently under contract offshore Indonesia; and
    the mobile offshore production system Ocean Legend, which has been operating offshore Western Australia since May 2001.

 

We own and operate two multiservice vessels, the Ocean Intervention and the Ocean Intervention II, which went into service in the fourth quarter of calendar 1998 and the third quarter of calendar 2000, respectively. These multiservice vessels are equipped with thrusters that allow them to be dynamically positioned, which means the vessels can maintain a constant position at a location without the use of anchors. They are used in pipeline or flowline tie-ins, pipeline crossings and subsea hardware interventions and installations. Both vessels can carry and install significant lengths of coiled tubing or umbilicals required to bring subsea well completions into production (tie-back to production facilities). These two vessels are part of our Other Services segment.

 

Advanced Technologies. In August 1992 and May 1993, we purchased two businesses that formed the basis of our Advanced Technologies segment. The first business designed, developed and operated robotic systems and ROVs specializing in non-oilfield markets and provided the basis for our expansion into commercial and government subsea cable field support, maintenance and repair, civil works projects and commercial theme park animation in 1993. The second business designed, developed and fabricated spacecraft hardware and high-temperature insulation products.

 

We intend to continue our strategy of acquiring, as opportunities arise, additional assets or businesses, to improve our market position or expand into related service and product lines, either directly through merger, consolidation or purchase, or indirectly through joint ventures. We are also applying our skills and technology in further developing business unrelated to the oil and gas industry and performing services for government agencies and firms in the aerospace and civil engineering and construction industries.

 

Financial Information about Segments

 

For financial information about our business segments, please see the table in Note 6 of the Notes to Consolidated Financial Statements in this report, which presents revenue, income from operations, depreciation and amortization expense, identifiable assets, goodwill and capital expenditures by business segment for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000.

 

Description of Business

 

OFFSHORE OIL AND GAS

 

Our Offshore Oil and Gas business consists of ROVs, Subsea Products, Mobile Offshore Production Systems and Other Services.

 

ROVs. ROVs are submersible vehicles operated from the surface. They are widely used in the offshore oil and gas industry for a variety of underwater tasks, including drill support, installation and construction support, pipeline inspection and surveys and subsea production facility operation and maintenance. ROVs may be outfitted with manipulators, sonar, video cameras, specialized tooling packages and other equipment or features to facilitate the performance of specific underwater tasks. We use ROVs at water depths or in situations where the use of divers would be uneconomical or infeasible. We own 125 work-class ROVs and are the industry leader in providing ROV services on deepwater wells, which are the most technically demanding. We believe we operate the largest and most technically advanced fleet of ROVs in the world.

 

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        ROV revenue:

 

    

Amount


    

Percent of

Total Revenue


Year ended December 31, 2002

  

$149,619,000

    

27%

Year ended December 31, 2001

  

  153,929,000

    

29%

Nine-month period ended December 31, 2000

  

    78,953,000

    

26%

 

Subsea Products. We manufacture a variety of built-to-order specialty subsea hardware to ISO 9001 quality requirements. These products include:

 

    hydraulic, electrohydraulic and chemical injection umbilicals utilizing thermoplastic hoses and steel tubes;
    production control equipment;
    pipeline repair systems; and
    ROV tooling and work packages.

 

We market these products under the trade names Oceaneering Multiflex and Oceaneering Intervention Engineering.

 

Subsea umbilicals and production control equipment are used by offshore well operators to control subsea wellhead hydrocarbon flow, monitor downhole and wellhead conditions and perform chemical injection. Pipeline repair systems make the effective repair of pipelines and risers possible without requiring underwater welding. ROV tooling and work packages provide the operational link between an ROV and permanently installed equipment located on the sea floor.

 

        Subsea Products revenue:

 

    

Amount


    

Percent of

Total Revenue


Year ended December 31, 2002

  

$123,227,000

    

23%

Year ended December 31, 2001

  

  126,448,000

    

24%

Nine-month period ended December 31, 2000

  

    64,931,000

    

21%

 

Mobile Offshore Production Systems. We presently own three operating mobile offshore production systems, the Ocean Legend, the Ocean Producer and the San Jacinto.

 

We also undertake engineering and project management of projects related to mobile offshore production systems. We have managed the conversion of a jackup to a production unit and in-field life extension and modifications to a floating production storage and offloading system. We also perform engineering studies for customers evaluating field development projects.

 

        Mobile Offshore Production Systems revenue:

 

    

Amount


    

Percent of

Total Revenue


Year ended December 31, 2002

  

$48,538,000

    

9%

Year ended December 31, 2001

  

  39,154,000

    

7%

Nine-month period ended December 31, 2000

  

  15,788,000

    

5%

 

Other Services. We perform subsea intervention and hardware installation services from our multiservice vessels. These services include: subsea well tie-backs; pipeline/flowline tie-ins and repairs; pipeline crossings; umbilical and other subsea equipment installations; and subsea intervention. We also provide oilfield diving, non-destructive inspection and testing services and supporting vessel operations, which are utilized principally in inspection, repair and maintenance activities.

 

We supply commercial diving services to the oil and gas industry in the United States using the traditional techniques of air, mixed gas and saturation diving, all of which use surface-supplied breathing gas. We do not use divers in water depths greater than 1,000 feet. We also use atmospheric diving systems, which enclose the operator in a surface pressure diving suit, in water

 

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depths up to 2,300 feet. In September 2000, we exchanged our diving-related assets in Asia, Australia and the Middle East for 11 ROVs.

 

Through our Solus Schall division, we offer a wide range of inspection services to customers required to obtain third-party inspections to satisfy contractual structural specifications, internal safety standards or regulatory requirements. We focus on the inspection of pipelines and onshore fabrication of offshore facilities for the oil and gas industry. Certain of Solus Schall’s pipeline inspection activities are performed through the use of specialized x-ray crawlers, which travel inside pipelines, stopping to perform radiographic inspection of welds. In January 2003, we purchased OIS International Inspection plc for $27 million in cash. OIS is a global provider of non-destructive testing and inspection services, principally to the oil and gas industry.

 

        Other Services revenue:

 

    

Amount


    

Percent of

Total Revenue


Year ended December 31, 2002

  

$122,735,000

    

22%

Year ended December 31, 2001

  

  102,250,000

    

20%

Nine-month period ended December 31, 2000

  

    65,206,000

    

21%

 

ADVANCED TECHNOLOGIES

 

Our Advanced Technologies segment provides underwater intervention, engineering services and related manufacturing to meet a variety of industrial requirements, including ship and submarine husbandry, search and recovery, commercial and government subsea cable field support, maintenance and repair, civil works projects and commercial theme park animation. We do this in part by extending the use of existing assets and technology developed in oilfield operations to new applications.

 

We work for customers having specialized requirements in underwater or other environments outside the oil and gas industry. We provide various engineering and underwater services for the U.S. Navy, including undersea operations, development of new underwater systems and inspection and maintenance of the Navy’s fleet of surface ships and submarines. Through a joint venture we formed with a subsidiary of Smit Internationale, N.V., we also maintain and operate commercial cable lay and maintenance equipment. The current term of the joint venture agreement expires in March 2006. It automatically extends for five-year periods unless one of the participants gives cancellation notice at least one year before the end of the then-current term. Due to the current condition of the telecommunications market, this venture is currently inactive and the single vessel used in the venture is being marketed for oilfield and other uses.

 

We design and operate ROVs that are capable of being worked in water depths to 25,000 feet. Our other specialized equipment includes ROV cable lay and maintenance equipment rated to 10,000 feet and deep-tow, side-scan sonar systems designed for use in depths to 20,000 feet. In 2002, we located and recovered a British Royal Navy helicopter in water depth over 12,000 feet off the U.S. east coast. In 2001, we located and filmed two sunken World War II warships, the British battle cruiser H.M.S. Hood and the German battleship Bismarck, in water depths over 9,000 and 15,000 feet, respectively.

 

We also design and develop specialized tools and build ROV systems to customer specifications for use in deepwater and hazardous environments. In addition to commercial applications, we also develop systems for the U.S. Navy and the Department of Energy.

 

We entered the commercial theme park animation market in 1993. We believe we are the industry leader in large animated figures, and we have provided more than 43 large figures for theme parks in the U.S. and overseas.

 

As part of our Advanced Technologies segment, Oceaneering Space and Thermal Systems directs our efforts towards applying undersea technology and experience in the space industry. We provide products and services to NASA and NASA prime contractors in the engineering, design and fabrication of space flight hardware, including systems engineering and integration. Our product lines include extravehicular activity tools, logistics carriers, space refrigerators, robotic devices, life support

 

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systems, habitability hardware and high-temperature thermal protection systems for unmanned launch vehicles. These activities substantially depend on continued government funding for space programs.

 

        Advanced Technologies revenue:

 

    

Amount


    

Percent of

Total Revenue


Year ended December 31, 2002

  

$103,348,000

    

19%

Year ended December 31, 2001

  

  102,879,000

    

20%

Nine-month period ended December 31, 2000

  

    82,012,000

    

27%

 

MARKETING

 

Offshore Oil and Gas. Oil and gas exploration and development expenditures fluctuate from year to year. In particular, budgetary approval for more expensive drilling and production in deepwater, an area in which we have a high degree of focus, may be postponed or suspended during periods when exploration and production companies reduce their offshore capital spending.

 

We market our ROVs, Subsea Products and Other Services to domestic, international and foreign national oil and gas companies engaged in offshore exploration, development and production. We also provide services and products as a subcontractor to other oilfield service companies operating as prime contractors. Customers for these services typically award contracts on a competitive bid basis. These contracts are typically less than one year in duration, although we enter into multi-year contracts from time to time.

 

We market our Mobile Offshore Production Systems primarily to international and foreign national oil and gas companies. We offer systems for production and development of fields and prospects in areas lacking pipelines and processing infrastructure. Our systems can also be used for extended well testing and early production of marginal fields. Contracts are typically awarded on a competitive basis, generally for periods of one or more years.

 

In connection with the services we perform in our Offshore Oil and Gas business, we generally seek contracts that compensate us on a dayrate basis. Under dayrate contracts, the contractor provides the ROV or vessel and the required personnel to operate the unit. Compensation under a dayrate contract is based on a rate per day for each day the unit is used. The typical dayrate depends on market conditions, the nature of the operations to be performed, the duration of the work, the equipment and services to be provided, the geographical areas involved and other variables. Dayrate contracts may also contain an alternate, lower dayrate that applies when a unit is in route to a new site or when operations are interrupted or restricted by equipment breakdowns, adverse weather or water conditions or other conditions beyond the contractor’s control. Some dayrate contracts provide for revision of the specified dayrates in the event of material changes in certain items of cost being incurred by the contractor. Contracts for our products are generally for a fixed price.

 

Advanced Technologies. We market our marine services and related engineering services to government agencies, major defense contractors, NASA and NASA prime contractors and telecommunications, construction and other industrial customers outside the energy sector. We also market to insurance companies, salvage associations and other customers who have requirements for specialized operations in deep water.

 

Major Customers. Our top five customers in the years ended December 31, 2002 and 2001 accounted for 34% and 30%, respectively, of our consolidated revenue. Our top five customers in the nine-month period ended December 31, 2000 accounted for approximately 29% of our consolidated revenue. For the year ended December 31, 2002 and the nine-month period ended December 31, 2000, four of our top five customers were oil and gas exploration and production companies served by our Offshore Oil and Gas business segments. The other top five customer was the U.S. Navy, which was served by our Advanced Technologies segment. In the year ended December 31, 2001, our top five customers were all oil and gas exploration and production companies served by our Offshore Oil and Gas business segments. No single customer accounted for more than 10% of our consolidated revenue in any of those three periods. While we do not depend on any one customer, the loss of one of our significant customers could, at least on a short-term basis, have an adverse effect on our results of operations.

 

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RAW MATERIALS

 

Most of the raw materials we use in our manufacturing operations, such as steel in various forms, electronic components and plastics, are available from many sources, and we do not depend on any single supplier or source for any of our raw materials. However, some components we use to manufacture subsea umbilicals are available from limited sources. While we have not experienced any difficulties in obtaining those materials in the past and do not anticipate any such difficulties in the foreseeable future, it is possible that a shortage of supply could develop. Any significant, prolonged shortage of these materials could result in increased costs for these materials and delays in our subsea umbilicals manufacturing operations.

 

COMPETITION

 

Our businesses are highly competitive.

 

OFFSHORE OIL AND GAS

 

We are one of several companies that provide underwater services on a worldwide basis. We compete for contracts with companies that have worldwide operations, as well as numerous others operating locally in various areas. We believe that our ability to provide a wide range of underwater services, including technological applications in deeper water (greater than 1,000 feet) on a worldwide basis, should enable us to compete effectively in the oilfield exploration and development market. In some cases involving projects that require less sophisticated equipment, small companies have been able to bid for contracts at prices uneconomical to us.

 

ROVs. We believe we are the world’s largest owner/operator of work-class ROVs employed in oil and gas related operations. We estimate we have a market share of approximately 30%. At December 31, 2002, we had 125 work-class ROVs in service. We compete with several major companies on a worldwide basis and with numerous others operating locally in various areas. We have fewer competitors in deeper water depths, as more sophisticated equipment and technology is needed in deeper water. We estimate that, during 2002, we provided ROV drilling support on approximately 73% of the wells drilled worldwide in water depths of 1,000 feet or more and approximately 84% of the wells drilled worldwide in water depths of 3,000 feet or more.

 

Competition for ROV services historically has been based on equipment availability, location of or ability to deploy the equipment, quality of service and price. The relative importance of these factors can vary from year to year based on market conditions. The ability to develop improved equipment and techniques and to attract and retain skilled personnel is also an important competitive factor in our markets.

 

Subsea Products. Although there are many competitors offering either specialized products or operating in limited geographic areas, we believe we are one of a small number of companies that compete on a worldwide basis for the provision of thermoplastic and steel tube subsea control umbilical cables.

 

Mobile Offshore Production Systems. We believe we are well positioned to compete in this market through our ability to identify and offer optimum solutions, supply equipment and utilize our expertise in associated subsea technology and offshore construction and operations gained through our extensive operational experience worldwide. We are one of many companies that offer leased mobile offshore production systems.

 

Other Services. We perform subsea intervention and hardware installation services from our multiservice vessels in the Gulf of Mexico. These services include: subsea well tie-backs; pipeline/flowline tie-ins and repairs; pipeline crossings; umbilical and other subsea equipment installations; and subsea intervention. We are one of many companies that offer these services. In addition, other companies can move their vessels to the Gulf of Mexico from other areas with relative ease.

 

The worldwide inspection market consists of a wide range of inspection and certification requirements in many industries. Solus Schall competes in only selected portions of this market. We believe that our broad geographic sales and operational coverage, long history of operations, technical reputation, application of x-ray pipeline inspection technology and accreditation to international quality standards enable us to compete effectively in our selected inspection services market segments.

 

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Frequently, oil and gas companies use prequalification procedures that reduce the number of prospective bidders for their projects. In some countries, political considerations tend to favor local contractors. While these considerations have not materially impacted this segment’s results in recent periods, our view of the increasing trend to favor local contractors in West Africa was a factor in our decisions to sell our diving operations in West Africa in March 2000 and to exchange our diving-related assets in Asia, Australia and the Middle East for ROVs in September 2000. We no longer provide oilfield diving services outside of the United States.

 

ADVANCED TECHNOLOGIES. We believe our specialized ROV assets and experience in deepwater operations give us an advantage in obtaining contracts in water depths greater than 5,000 feet. We have fewer competitors in deeper water depths due to the advanced technical knowledge and sophisticated equipment required for deepwater operations.

 

Engineering services is a very broad market with a large number of competitors. We compete in specialized areas in which we can combine our extensive program management experience, mechanical engineering expertise and the capability to continue the development of conceptual project designs into the manufacture of prototype equipment.

 

We also use the administrative and operational support structures of our Offshore Oil and Gas business to provide additional local support for services provided to this segment’s customers.

 

SEASONALITY, BACKLOG AND RESEARCH AND DEVELOPMENT

 

A material amount of our consolidated revenue is generated from contracts for marine services in the Gulf of Mexico and the North Sea, which are usually more active from April through November compared to the rest of the year. However, our exit from the diving sector in the North Sea in early 1998 and a number of multiyear ROV contracts we entered into since 1997 have reduced the seasonality of our ROV and Other Services operations. Revenues in our Mobile Offshore Production Systems, Subsea Products and Advanced Technologies segments are generally not seasonal.

 

        The amounts of backlog orders we believe to be firm as of December 31, 2002 and 2001 were as follows:

 

    

As of December 31, 2002


  

As of December 31, 2001


    

(in millions)

  

(in millions)

    

Total


  

1 + yr*


  

Total


  

1 + yr*


Offshore Oil and Gas

                   

ROVs

  

$149

  

$  57

  

$182

  

$  95

Subsea Products

  

    23

  

    —

  

    61

  

    —

Mobile Offshore Production Systems

  

  172

  

  129

  

  166

  

  119

Other Services

  

    63

  

    18

  

    51

  

      9

    
  
  
  

Total Offshore Oil and Gas

  

  407

  

  204

  

  460

  

  223

Advanced Technologies

  

    95

  

    43

  

    74

  

    30

    
  
  
  

Total

  

$502

  

$247

  

$534

  

$253

    
  
  
  

 

        * Represents amounts that were not expected to be performed within one year.

 

No material portion of our business is subject to renegotiation of profits or termination of contracts by the United States government.

 

Our research and development expenditures were approximately $4 million, $5 million and $5 million during the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, respectively. These amounts do not include the expenditures by others in connection with joint research activities in which we participated or expenditures we incurred in connection with research conducted during the course of performing our operations.

 

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REGULATION

 

Our operations are affected from time to time and in varying degrees by foreign and domestic political developments and foreign, federal and local laws and regulations. In particular, oil and gas production operations and economics are affected by tax, environmental and other laws relating to the petroleum industry, by changes in such laws and by constantly changing administrative regulations. Those developments may directly or indirectly affect our operations and those of our customers.

 

Compliance with federal, state and local provisions regulating the discharge of materials into the environment or relating to the protection of the environment has not had a material impact on our capital expenditures, earnings or competitive position.

 

While not a legal requirement, within our Offshore Oil and Gas business we maintain various quality management systems. Our quality management systems in the United Kingdom and Norway are certified to the substantial equivalent of ISO 9001 and cover all our Offshore Oil and Gas products and services. The quality management systems of our Subsea Products segment are certified to ISO 9001 for its products and services. The quality management systems of both the Oceaneering Space and Thermal Systems and Oceaneering Technologies units of our Advanced Technologies segment are also certified to ISO 9001. ISO 9001 is an internationally recognized verification system for quality management established by the International Standards Organization.

 

RISKS AND INSURANCE

 

We derive most of our revenue from companies in the offshore oil and gas industry, a historically cyclical industry with levels of activity that are significantly affected by the levels and volatility of oil and gas prices.

 

We derive most of our revenue from customers in the offshore oil and gas exploration, development and production industry. The offshore oil and gas industry is a historically cyclical industry characterized by significant changes in the levels of exploration and development activities. Oil and gas prices, and market expectations of potential changes in those prices, significantly affect the levels of those activities. Worldwide political, economic and military events have contributed to oil and gas price volatility and are likely to continue to do so in the future. Any prolonged reduction in the overall level of offshore oil and gas exploration and development activities, whether resulting from changes in oil and gas prices or otherwise, could materially and adversely affect our financial condition and results of operations in our segments within our offshore oil and gas business. Some factors that have affected and are likely to continue affecting oil and gas prices and the level of demand for our services and products include the following:

 

    worldwide demand for oil and gas;
    political instability or armed conflict in oil-producing regions;
    the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels and pricing;
    the level of production by non-OPEC countries;
    the cost of exploring for, producing and delivering oil and gas;
    domestic and foreign tax policy;
    laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions;
    advances in exploration and development technology;
    the price and availability of alternative fuels; and
    overall economic conditions.

 

War, other armed conflicts or terrorist attacks could have a material adverse effect on our business.

 

Events leading to the war in Iraq, increasing military tension involving North Korea, as well as the terrorist attacks of September 11, 2001 and subsequent terrorist attacks and unrest, have caused instability in the world’s financial and commercial markets, have significantly increased political and economic instability in some of the geographic areas in which we operate and have contributed to high levels of volatility in prices for oil and gas in recent months. Recent acts of terrorism and threats of armed conflicts in or around various areas in which we operate, such as the Middle East and Indonesia, could limit or disrupt our

 

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markets and operations, including disruptions resulting from the evacuation of personnel, cancellation of contracts or the loss of personnel or assets.

 

The recently commenced war in Iraq, as well as threats of war or other armed conflict elsewhere, may cause further disruption to financial and commercial markets generally, may generate greater political and economic instability in some of the geographic areas in which we operate and may contribute to even higher levels of volatility in prices for oil and gas than those experienced in recent months. In addition, any possible reprisals as a consequence of the war with Iraq, such as acts of terrorism in the United States or elsewhere, may materially adversely affect us in ways we cannot predict at this time.

 

Our international operations involve additional risks not associated with domestic operations.

 

A significant portion of our revenue is attributable to operations in foreign countries. These activities accounted for approximately 47% of our consolidated revenue in the year ended December 31, 2002. Risks associated with our operations in foreign areas include risks of:

 

    war and civil disturbances or other risks that may limit or disrupt markets;
    expropriation, confiscation or nationalization of assets;
    renegotiation or nullification of existing contracts;
    foreign exchange restrictions;
    foreign currency fluctuations;
    foreign taxation;
    the inability to repatriate earnings or capital;
    changing political conditions;
    changing foreign and domestic monetary policies; and
    regional economic downturns.

 

Additionally, in some jurisdictions we are subject to foreign governmental regulations favoring or requiring the awarding of contracts to local contractors or requiring foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These regulations may adversely affect our ability to compete.

 

Our exposure to the risks we described above varies from country to country. In recent periods, political instability and civil unrest in Indonesia and West Africa and general economic downturns in Asia and Brazil have been our greatest concerns. There is a risk that a continuation or worsening of these conditions could materially and adversely impact our future business, operations, financial condition and results of operations. Of our total consolidated revenue for the year ended December 31, 2002, we generated approximately 2% from our operations in Indonesia, 13% from our operations in West Africa, 3% from our operations in Asia, excluding Indonesia, and 6% from our operations in Brazil.

 

Our offshore oilfield operations involve a variety of operating hazards and risks that could cause losses.

 

Our operations are subject to the hazards inherent in the offshore oilfield business. These include blowouts, explosions, fires, collisions, capsizings and severe weather conditions. These hazards could result in personal injury and loss of life, severe damage to or destruction of property and equipment, pollution or environmental damage and suspension of operations. We may incur substantial liabilities or losses as a result of these hazards. While we maintain insurance protection against some of these risks, and seek to obtain indemnity agreements from our customers requiring the customers to hold us harmless from some of these risks, our insurance and contractual indemnity protection may not be sufficient or effective to protect us under all circumstances or against all risks. Some of the risks inherent in our operations are either not insurable or insurance is available only at rates that we consider uneconomical, particularly after the impact on the insurance markets of the September 11, 2001 terrorists’ attacks in the United States. The occurrence of a significant event not fully insured or indemnified against or the failure of a customer to meet its indemnification obligations to us could materially and adversely affect our results of operations and financial condition.

 

10


 

Laws and governmental regulations may add to our costs or adversely affect our operations.

 

Our business is affected by changes in public policy and by federal, state, local and foreign laws and regulations relating to the energy industry. Oil and gas exploration and production operations are affected by tax, environmental and other laws relating to the petroleum industry, by changes in those laws and changes in related administrative regulations. It is also possible that these laws and regulations may in the future add significantly to our operating costs or those of our customers or otherwise directly or indirectly affect our operations.

 

Environmental laws and regulations can increase our costs, and our failure to comply with those laws and regulations can expose us to significant liabilities.

 

Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations. Our operations are subject to extensive federal, state, local and foreign laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Permits are required for the operation of various facilities, and those permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations are subject to fines, injunctions or both. In some cases, those governmental requirements can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them. It is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from our operations, would result in substantial costs and liabilities. Our insurance policies and the contractual indemnity protection we seek to obtain from our customers may not be sufficient or effective to protect us under all circumstances or against all risks involving compliance with environmental laws and regulations.

 

EMPLOYEES

 

As of December 31, 2002, we had approximately 3,400 employees. Our workforce varies seasonally and peaks during the summer months. Approximately 9% of our employees are represented by unions. We consider our relations with our employees to be satisfactory.

 

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

 

For financial information about our geographic areas of operation, please see the table in Note 6 of the Notes to Consolidated Financial Statements in this report, which presents revenue and long-lived assets attributable to each of our geographic areas for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000.

 

AVAILABLE INFORMATION

 

Our website address is www.oceaneering.com. We make available through this website under “Shareholder Information—SEC Financial Reports,” free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonable practicable after we electronically file those materials with, or furnish those materials to, the SEC.

 

ITEM 2. PROPERTIES.

 

See Item 1 – “Business – Description of Business – Offshore Oil and Gas” and “Business – Description of Business – Advanced Technologies” for a description of equipment and manufacturing facilities used in providing our services and products.

 

We maintain office, shop and yard facilities in various parts of the world to support our operations. We consider these facilities, which we describe below, to be suitable for their intended use. In these locations, we typically lease or own office facilities for our administrative and engineering staff, shops equipped for fabrication, testing, repair and maintenance activities and warehouses and yard areas for storage and mobilization of equipment to work sites. All sites are available to support any

 

11


of our business segments as the need arises. The groupings that follow associate our significant offices with the primary business segment they serve.

 

Offshore Oil and Gas. In general, our ROV and Other Services segments share facilities. The largest location is in Morgan City, Louisiana and consists of ROV manufacturing and training facilities, open and covered storage space and offices. The Morgan City facilities primarily support operations in the United States. We have regional support offices for our North Sea and Southeast Asia operations in Aberdeen, Scotland and Indonesia. We also have operational bases in various other locations, the most significant of which are in Norway, Australia and Nigeria.

 

We use workshop and office space in Houston, Texas in both our Mobile Offshore Production Systems and Subsea Products business segments. Our manufacturing facilities for our Subsea Products segment are located in or near Houston, Texas, Edinburgh, Scotland and Rio de Janeiro, Brazil. Each of these manufacturing facilities is suitable for its intended purpose and has sufficient excess capacity to respond to increases in demand for our subsea products that may be reasonably anticipated in the foreseeable future. We would require a new facility to begin producing steel tube umbilicals in the United States. Operations of the mobile offshore production unit Ocean Producer are supported through our regional office in Aberdeen. Operations of the San Jacinto and the Ocean Legend are supported from our office in Perth, Australia.

 

Our principal manufacturing facilities are located on properties we own or hold under a long-term lease, expiring in 2014. The other facilities we use in our Offshore Oil and Gas business segments are on properties we lease.

 

Advanced Technologies. Our primary facilities for our Advanced Technologies segment are leased offices and workshops in Upper Marlboro, Maryland, which support our services for the U.S. Navy and our commercial theme park animation activities. We also lease facilities in Houston, Texas, which primarily support our space industry activities and our subsea telecommunications installation joint venture.

 

ITEM 3. LEGAL PROCEEDINGS.

 

In the ordinary course of business, we are subject to actions for damages alleging personal injury under the general maritime laws of the United States, including the Jones Act, for alleged negligence. We report actions for personal injury to our insurance carriers and believe that the settlement or disposition of those suits will not have a material effect on our financial position or results of operations. For additional information, see “Commitments and Contingencies – Litigation” in Note 5 of the Notes to Consolidated Financial Statements included in this report.

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

 

No matter was submitted to a vote of our security holders, through the solicitation of proxies or otherwise, during the last three months of the year ended December 31, 2002.

 

EXECUTIVE OFFICERS OF THE REGISTRANT.

 

Executive Officers. The following information relates to our executive officers as of March 15, 2003:

 

NAME

  

AGE

  

POSITION

    

OFFICER SINCE

    

EMPLOYEE SINCE


John R. Huff

  

57

  

Chairman of the Board and

    

1986

    

1986

         

Chief Executive Officer

             

T. Jay Collins

  

56

  

President and Chief Operating

    

1993

    

1993

         

Officer and Director

             

Marvin J. Migura

  

52

  

Senior Vice President and

    

1995

    

1995

         

Chief Financial Officer

             

M. Kevin McEvoy

  

52

  

Senior Vice President

    

1990

    

1979

George R. Haubenreich, Jr.

  

55

  

Senior Vice President, General

    

1988

    

1988

         

Counsel and Secretary

             

John L. Zachary

  

49

  

Controller and Chief

    

1998

    

1988

         

Accounting Officer

             

 

12


 

Each executive officer serves at the discretion of our Chief Executive Officer and our Board of Directors and is subject to reelection or reappointment each year after the annual meeting of our shareholders. We do not know of any arrangement or understanding between any of the above persons and any other person or persons pursuant to which he was selected or appointed as an officer.

 

Business Experience. John R. Huff, Chairman and Chief Executive Officer, joined Oceaneering as a director, President and Chief Executive Officer in 1986. He was elected Chairman of the Board in August 1990. He is a director of BJ Services Company and Suncor Energy Inc.

 

T. Jay Collins, President and Chief Operating Officer, joined Oceaneering in October 1993 as Senior Vice President and Chief Financial Officer. In May 1995, he was appointed Executive Vice President – Oilfield Marine Services and held that position until becoming President and Chief Operating Officer in November 1998. He was elected a director of Oceaneering in March 2002. He is a director of Friede Goldman Halter, Inc.

 

Marvin J. Migura, Senior Vice President and Chief Financial Officer, joined Oceaneering in May 1995. From 1975 to 1994, he held various financial positions with Zapata Corporation, then a diversified energy services company, most recently as Senior Vice President and Chief Financial Officer from 1987 to 1994.

 

M. Kevin McEvoy, Senior Vice President, joined Oceaneering in 1984 when we acquired Solus Ocean Systems, Inc. Since 1984, he has held various senior management positions in each of our operating groups and geographic areas. He was appointed a Vice President in 1990 and Senior Vice President in November 1998.

 

George R. Haubenreich, Jr., Senior Vice President, General Counsel and Secretary, joined Oceaneering in 1988.

 

John L. Zachary, Controller and Chief Accounting Officer, joined Oceaneering in 1988 as Controller for the Advanced Technologies and Mobile Offshore Production Systems divisions. From 1993 until 1998, he was Controller for the Americas Region and was appointed to his present position in October 1998.

 

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS.

 

We are including the following discussion to inform our existing and potential security holders generally of some of the risks and uncertainties that can affect our company and to take advantage of the “safe harbor” protection for forward-looking statements that applicable federal securities law affords.

 

From time to time, our management or persons acting on our behalf make forward-looking statements to inform existing and potential security holders about our company. These statements may include projections and estimates concerning the timing and success of specific projects and our future backlog, revenue, income and capital spending. Forward-looking statements are generally accompanied by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “forecast,” “budget,” “goal” or other words that convey the uncertainty of future events or outcomes. In addition, sometimes we will specifically describe a statement as being a forward-looking statement and refer to this cautionary statement.

 

In addition, various statements this report contains, including those that express a belief, expectation or intention, as well as those that are not statements of historical fact, are forward-looking statements. Those forward-looking statements appear in Item 1 – “Business,” Item 2 – “Properties” and Item 3 – “Legal Proceedings” in Part I of this report and in Item 7 – “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 7A – “Quantitative and Qualitative Disclosures About Market Risk” and in the Notes to Consolidated Financial Statements incorporated into Item 8 of Part II of this report and elsewhere in this report. These forward-looking statements speak only as of the date of this report, we disclaim any obligation to update these statements, and we caution you not to rely unduly on them. We have based these forward-looking statements on our current expectations and assumptions about future events. While our management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond

 

13


our control. These risks, contingencies and uncertainties relate to, among other matters, the following:

 

    worldwide demand for oil and gas;
    general economic and business conditions and industry trends;
    the continued strength of the industry segments in which we are involved;
    decisions about offshore developments to be made by oil and gas companies;
    the highly competitive nature of our businesses;
    our future financial performance, including availability, terms and deployment of capital;
    the continued availability of qualified personnel;
    operating risks normally incident to offshore exploration, development and production operations;
    changes in, or our ability to comply with, government regulations, including those relating to the environment;
    rapid technological changes; and
    social, political, military and economic situations in foreign countries where we do business and the possibilities of war, other armed conflicts or terrorist attacks.

 

We believe the items we have outlined above are important factors that could cause our actual results to differ materially from those expressed in a forward-looking statement made in this report or elsewhere by us or on our behalf. We have discussed most of these factors in more detail elsewhere in this report. These factors are not necessarily all the important factors that could affect us. Unpredictable or unknown factors we have not discussed in this report could also have material adverse effects on actual results of matters that are the subject of our forward-looking statements. We do not intend to update our description of important factors each time a potential important factor arises. We advise our security holders that they should (1) be aware that important factors we do not refer to above could affect the accuracy of our forward-looking statements and (2) use caution and common sense when considering our forward-looking statements.

 

Part II

 

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 

Oceaneering’s common stock is listed on the New York Stock Exchange under the symbol OII. The following table sets out, for the periods indicated, the high and low sales prices for our common stock as reported on the New York Stock Exchange (consolidated transaction reporting system):

 

    

Year Ended

December 31, 2002


    

Year Ended

December 31, 2001


For the quarter ended:

  

High


    

Low


    

High


    

Low


March 31

  

$29.75

    

$19.67

    

$23.75

    

$16.81

June 30

  

  32.17

    

  25.60

    

  27.20

    

  18.64

September 30

  

  27.31

    

  18.40

    

  22.27

    

  13.96

December 31

  

  29.25

    

  22.86

    

  23.30

    

  14.90

 

On March 13, 2003, there were 443 holders of record of our common stock. On that date, the closing sales price, as quoted on the New York Stock Exchange, was $21.29. We have not made any common stock dividend payments since 1977, and we currently have no plans to pay cash dividends. Our credit agreements contain restrictions on the payment of dividends. See Note 4 of Notes to Consolidated Financial Statements included in this report.

 

14


 

EQUITY COMPENSATION PLAN INFORMATION

 

The following presents equity compensation plan information as of December 31, 2002:

 

Plan Category

    

Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)

    

Weighted-average exercise price of outstanding options, warrants and rights (b)

    

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(c)


Equity compensation plans approved by security holders

    

   812,700

    

$18.89

    

   837,050

Equity compensation plans not approved by security holders

    

1,165,275

    

$22.86

    

1,649,440

      
           

Total

    

1,977,975

    

$21.23

    

2,486,490

      
           

 

At December 31, 2002, there were: (1) 1,649,440 shares of Oceaneering common stock under equity compensation plans not approved by security holders available for grant, in the form of stock options, stock appreciation rights or stock awards; and (2) 837,050 shares of Oceaneering common stock under equity compensation plans approved by security holders available for grant, in the form of stock options, stock appreciation rights or stock awards, subject to no more than a remaining 2,000 shares being used for awards other than stock options or stock appreciation rights to employees. For a description of the material features of each of these plans, see Note 8 of Notes to Consolidated Financial Statements.

 

ITEM 6. SELECTED FINANCIAL DATA.

 

The following table sets forth certain selected historical consolidated financial data and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our Consolidated Financial Statements and Notes included in this report. The following information may not be indicative of our future operating results. Additionally, the information related to periods before 2002 has been restated to correct errors related to, among other things, our accounting for restricted stock expense, Brazilian currency translation and the timing of certain employee benefit accruals. See Note 2 of Notes to Consolidated Financial Statements included in this report.

 

Results of Operations:

 

    

Year Ended Dec. 31,


    

Nine-month

Period Ended
Dec. 31, 2000

  

Fiscal Year Ended March 31,


(in thousands, except per share amounts)

  

2002

  

2001

       

2000

  

1999


         

(restated)

    

(restated)

  

(restated)

  

(restated)

Revenue

  

$

547,467

  

$

524,660

    

$

306,890

  

$

416,820

  

$

400,322

Cost of services and products

  

 

433,302

  

 

424,329

    

 

257,280

  

 

348,641

  

 

313,333

    

  

    

  

  

Gross margin

  

 

114,165

  

 

100,331

    

 

49,610

  

 

68,179

  

 

86,989

Selling, general and administrative expense

  

 

46,462

  

 

43,733

    

 

30,860

  

 

39,343

  

 

41,328

    

  

    

  

  

Income from operations

  

$

67,703

  

$

56,598

    

$

18,750

  

$

28,836

  

$

45,661

    

  

    

  

  

Net income

  

$

40,133

  

$

31,322

    

$

9,122

  

$

14,669

  

$

26,165

Diluted earnings per share

  

 

1.63

  

 

1.33

    

 

0.40

  

 

0.65

  

 

1.15

Depreciation and amortization

  

 

52,341

  

 

47,906

    

 

30,664

  

 

33,948

  

 

29,961

Capital expenditures

  

 

34,552

  

 

57,661

    

 

101,641

  

 

80,758

  

 

102,014

 

15


 

Other Financial Data:

 

    

As of December 31,


  

As of March 31,


(in thousands, except ratios)

  

2002

  

2001

  

2000

  

2000

  

1999


         

(restated)

  

(restated)

  

(restated)

  

(restated)

Working capital ratio

  

 

2.01

  

 

1.70

  

 

1.52

  

 

1.45

  

 

1.40

Working capital

  

$

117,039

  

$

84,655

  

$

52,442

  

$

46,250

  

$

36,584

Total assets

  

 

590,348

  

 

580,331

  

 

515,754

  

 

453,263

  

 

389,989

Long-term debt

  

 

117,600

  

 

170,000

  

 

180,000

  

 

128,000

  

 

100,312

Shareholders’ equity

  

 

313,865

  

 

250,216

  

 

205,067

  

 

194,482

  

 

179,010

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

 

All statements in this Form 10-K, other than statements of historical facts, including, without limitation, statements regarding our business strategy, plans for future operations and industry conditions, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to various risks, uncertainties and assumptions, including those we refer to under the heading “Cautionary Statement Concerning Forward-Looking Statements” in Part I of this report. 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.

 

Critical Accounting Policies and Estimates

 

We have based the following discussion and analysis of our financial condition and results of operation on our consolidated financial statements, which we have 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 of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods we present. We base our estimates on historical experience, available information and other assumptions we believe to be reasonable under the circumstances. On an on-going basis, we evaluate our estimates; however, our actual results may differ from these estimates under different assumptions or conditions. The following discussion summarizes the accounting policies we believe (1) require our management’s most difficult, subjective or complex judgments and (2) are the most critical to our reporting of results of operations and financial position.

 

Revenue Recognition. Our revenues are primarily derived from billings under contracts that provide for specific time, material and equipment charges, which we accrue daily and bill periodically, ranging from weekly to monthly. We account for significant lump-sum contracts, which we enter into mainly in our Subsea Products and Advanced Technologies segments, using the percentage-of-completion method. Under this method, we generally recognize estimated contract revenue based on costs incurred to date as a percentage of total estimated costs. Changes in the expected cost of materials and labor, productivity, scheduling and other factors affect the total estimated costs. Additionally, external factors, including weather or other factors outside of our control, may also affect the progress and estimated cost of a project’s completion and, therefore, the timing of income and revenue recognition. We routinely review estimates related to our contracts and reflect revisions to profitability in earnings immediately. 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. In prior years, we have recorded adjustments to earnings as a result of revisions to contract estimates. These include a loss on our first steel tube umbilical project in 2001 and losses on fixed-price jobs in India in 2000 for services we no longer provide in foreign markets. Although we are continually striving to improve our ability to estimate our contract costs and profitability, adjustments to overall contract costs may continue to be significant in future periods.

 

Long-lived Assets. We evaluate our property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be appropriate. We base these evaluations on a comparison of the assets’ fair values, which are generally based on forecasts of cash flows associated with the assets, or fair market value of the assets, to the

 

16


 

carrying amounts of the assets. Any impairment is recorded as the amount, if any, by which the carrying amounts exceed the fair values. During the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, we recorded $0.7 million, $2.1 million and $2.5 million, respectively, in impairment charges related to property and equipment. Our expectations regarding future sales and undiscounted cash flows are highly subjective, cover extended periods of time and depend on a number of factors outside our control, such as changes in general economic conditions, laws and regulations. Accordingly, these expectations could differ significantly from year to year.

 

We expense the costs of repair and maintenance as we incur them, except for drydocking costs associated with our larger vessels. We estimate and accrue these drydock costs over a period of time in advance of future drydockings. We recognize differences between the estimates and actual costs incurred in the income statement.

 

Loss Contingencies. We self-insure for workers’ compensation, maritime employer’s liability and comprehensive general liability claims to levels we consider financially prudent and carry insurance for exposures beyond the self-insurance levels, which can be by occurrence or in the aggregate. We determine the level of accruals by reviewing our historical experience and current year claim activity. We do not record accruals on a present-value basis. We review each claim with insurance adjusters and establish specific reserves for known liabilities. We establish an additional reserve for incidents incurred but not reported to us for each year using our estimates and based on prior experience. We believe we have established adequate accruals for uninsured expected liabilities arising from those obligations. However, it is possible that future earnings could be affected by changes in our estimates relating to these matters.

 

We are involved in various claims and actions against us, most of which are covered by insurance. We believe that our ultimate liability, if any, that may result from these claims and actions will not materially affect our financial position, cash flows or results of operations.

 

For a summary of our major accounting policies, please read Note 1 to our Consolidated Financial Statements.

 

Liquidity and Capital Resources

 

We consider our liquidity and capital resources adequate to support our operations and internally generated growth initiatives. At December 31, 2002, we had working capital of $117 million, including cash of $66 million. Additionally, we had $80 million available under our revolving credit facility, which is scheduled to expire in October 2003.

 

We expect operating cash flow to meet our ongoing annual cash requirements, including debt service, for the foreseeable future. Net cash provided by operating activities was $123 million and $60 million for the years ended December 31, 2002 and 2001, respectively, and $41 million for the nine-month period ended December 31, 2000.

 

Our capital expenditures for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000 were $35 million, $58 million and $102 million, respectively. Capital expenditures during 2002 included ROV additions and replacements, a replacement diving service vessel and additions related to the products and controls division of our Subsea Products segment. Capital expenditures during 2001 included expenditures for additional ROVs, completion of the Ocean Legend and upgrades and life extension of the Ocean Producer necessary for its new seven-year contract, which began in the fourth quarter of 2001. Capital expenditures during the nine-month period ended December 31, 2000 included expenditures for the conversion of a jackup drilling rig to a mobile offshore production unit, the Ocean Legend, for initial use offshore Western Australia, ROV additions and construction costs to complete our second multiservice vessel.

 

We had no major commitments for capital expenditures at December 31, 2002.

 

In April 1997, we approved a plan to repurchase up to a maximum of 3 million shares of our common stock, and we completed this plan in 2002, at a total cost of $50 million. We reissued all of these shares through our incentive plans, as restricted stock, contributions to our 401(k) plan or for exercised stock options. For a description of our incentive plans, please read Note 8 to our Consolidated Financial Statements. In September 2002, we approved a plan to repurchase up to 3 million shares, or $75 million, of our common stock. Pursuant to this plan, we repurchased 288,500 shares of common stock during the year ended December 31, 2002, at a total cost of $6.7 million.

 

17


 

At December 31, 2002, we had long-term debt of $118 million and a 27% debt-to-total capitalization ratio. We have $100 million of 6.72% Senior Notes to be repaid from 2006 through 2010. We have an $80 million revolving credit facility, under which we had no outstanding borrowings and $80 million available for future borrowings at December 31, 2002. This facility is scheduled to expire in October 2003. We expect to put a new revolving credit facility in place before the current facility expires. In March 2000, we added a $50 million term-loan facility, which is to be repaid through April 2004.

 

At December 31, 2002, we had $18 million in outstanding borrowings under the term-loan facility. Both the revolving credit and term-loan facilities have short-term interest rates that float with market rates, plus applicable spreads. We have effectively fixed the interest rate on the term loan at approximately 4% through an interest rate swap. We have no off-balance-sheet debt and have not guaranteed any debt not reflected on our consolidated balance sheet.

 

Because of our significant foreign operations, we are exposed to currency fluctuations and exchange risks. We generally minimize these risks primarily through matching, to the extent possible, revenues and expenses in the various currencies in which we operate. Cumulative translation adjustments as of December 31, 2002 relate primarily to our permanent investments in and loans to our foreign subsidiaries. Inflation has not had a material effect on us in the past two years and no such effect is expected in the near future.

 

See Item 1 – “Business – Description of Business – Risks and Insurance.”

 

Restatement

 

We have restated our financial statements as of and for the year ended December 31, 2001 and for the nine-month period ended December 31, 2000 to correct errors related to our accounting for, among other things, restricted stock expense, Brazilian currency translation and the timing of certain employee benefit accruals. The following discussion addresses those financial results as restated. See Note 2 to Consolidated Financial Statements for additional details concerning the restatement.

 

Results of Operations

 

The table below sets out revenue and profitability for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000.

 

    

Year Ended

December 31,


      

Nine-Month Period

Ended December 31,

2000

(dollars in thousands)

  

2002

    

2001

      

Revenue

  

$

547,467

 

  

$

524,660

 

    

$306,890    

Gross Margin

  

 

114,165

 

  

 

100,331

 

    

    49,610    

Gross Margin %

  

 

21

%

  

 

19

%

    

           16%

Net Income

  

 

40,133

 

  

 

31,322

 

    

      9,122    

 

Information on our business segments is shown in Note 6 of the Notes to Consolidated Financial Statements included in this report.

 

18


 

Offshore Oil and Gas. The table below sets out revenue and profitability for our Offshore Oil and Gas business for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000.

 

    

Year Ended

December 31,


      

Nine-Month Period

Ended December 31,

2000

(dollars in thousands)

  

2002

    

2001

      

Remotely Operated Vehicles

                        

Revenue

  

$

149,619

 

  

$

153,929

 

    

$  78,953      

Gross Margin

  

 

39,538

 

  

 

48,253

 

    

    21,584      

Gross Margin %

  

 

26

%

  

 

31

%

    

         27%

Operating Income

  

 

32,213

 

  

 

40,159

 

    

    15,702      

Operating Income %

  

 

22

%

  

 

26

%

    

         20%

Subsea Products

                        

Revenue

  

 

123,227

 

  

 

126,448

 

    

    64,931      

Gross Margin

  

 

29,420

 

  

 

20,301

 

    

      8,734      

Gross Margin %

  

 

24

%

  

 

16

%

    

         13%

Operating Income

  

 

19,655

 

  

 

11,509

 

    

       3,714      

Operating Income %

  

 

16

%

  

 

9

%

    

           6%

Mobile Offshore Production Systems

                        

Revenue

  

 

48,538

 

  

 

39,154

 

    

    15,788      

Gross Margin

  

 

21,180

 

  

 

12,518

 

    

      6,115      

Gross Margin %

  

 

44

%

  

 

32

%

    

         39%

Operating Income

  

 

18,988

 

  

 

10,428

 

    

      4,948      

Operating Income %

  

 

39

%

  

 

27

%

    

         31%

Other Services

                        

Revenue

  

 

122,735

 

  

 

102,250

 

    

    65,206      

Gross Margin

  

 

22,031

 

  

 

15,502

 

    

      9,140      

Gross Margin %

  

 

18

%

  

 

15

%

    

         14%

Operating Income

  

 

14,518

 

  

 

8,441

 

    

      2,160      

Operating Income %

  

 

12

%

  

 

8

%

    

           3%

Total Offshore Oil and Gas

                        

Revenue

  

$

444,119

 

  

$

421,781

 

    

$224,878      

Gross Margin

  

 

112,169

 

  

 

96,574

 

    

    45,573      

Gross Margin %

  

 

25

%

  

 

23

%

    

       20%

Operating Income

  

 

85,374

 

  

 

70,537

 

    

    26,524      

Operating Income %

  

 

19

%

  

 

17

%

    

       12%

 

In response to (1) continued increasing demand to support deepwater drilling and (2) identified future construction and production maintenance work, we extended our ROV fleet expansion program in 1997 by announcing plans for additional new ROVs. These new vehicles are designed for use around the world in water depths to 10,000 feet and in severe weather conditions. We have added over 75 ROVs to our fleet during the last several years and we plan to add additional vehicles at a rate dependent on market demand.

 

19


 

In the past few years, we have sold or exchanged our foreign diving-related assets, which were part of our Other Services segment, to concentrate on our other deepwater services and products which have potential for higher margins:

 

    In April 1997, we sold our North Sea diving assets, including a diving support vessel;

 

    In March 2000, we sold our West Africa diving and related vessel assets; and

 

    In September 2000, we exchanged our Asia, Australia and Middle East diving assets, including a diving support vessel, for 11 ROVs.

 

For the year ended December 31, 2002, ROV revenue was 3% lower than the prior year. Gross margin declined 18% and gross margin percentage declined 5%. These declines resulted from a decrease in fleet utilization of 7%, from 76% to 69%, and an increase in repair and maintenance expenses. In the year ended December 31, 2001, ROV gross margin percentage rose 4% over the nine-month period ended December 31, 2000. The increase was the result of more ROVs available for service and an increase in ROV utilization from 67% to 76%. We anticipate ROV utilization and margins to slightly increase in 2003 due to programs we have put in place to improve our ROV marketing and operations.

 

Subsea Products revenue in 2002 was 3% lower than in 2001, while gross margin and operating income percentages were up 8% and 7%, respectively. In 2001, we were producing our first large steel tube umbilical order at a loss. When we completed the project in the first half of 2001, the resulting available capacity allowed our U.K. plant to take on profitable work. In 2002, we completed manufacturing an order in excess of $30 million in our Brazilian plant. This was the largest umbilical contract in our company’s history. Both gross margin and operating income percentages for Subsea Products rose 3% in 2001 over the nine-month period ended December 31, 2000 from improved pricing. We anticipate lower results from our Subsea Products segment in 2003, particularly in the first half of the year, as our backlog at December 31, 2002 was lower than it was at December 31, 2001.

 

Mobile Offshore Production Systems revenue was up 24% for 2002 as compared to 2001, primarily from a full year of service from the Ocean Legend, as compared to eight months in 2001. Gross margin percentage and operating income percentage were both up 12%. In 2002 we received and recognized $1.3 million as revenue relating to a 2001 dispute with our customer. In addition, the Ocean Producer began operation under a new seven-year contract in the fourth quarter of 2001, at higher revenues and margins than its prior contract. Gross margin percentage for Mobile Offshore Production Systems was 7% lower in 2001 than for the nine-month period ended December 31, 2000 primarily because the 2000 period had $4.3 million of gains on the sales of two out-of-service semisubmersible rigs, partially offset by a $2.5 million writedown of a tanker we had been holding for conversion into production service. We anticipate slightly lower results from our Mobile Offshore Production Systems operations in 2003 as a result of a lower dayrate for the Ocean Legend, which took effect when its contract was extended in May 2002. The contract now is scheduled to expire in May 2006.

 

Other Services revenue increased 20% for 2002 as compared to 2001, while gross margin and operating margin increased 3% and 4%, respectively. A significant improvement in offshore activity in the Gulf of Mexico was the impetus for these improvements. We experienced an increase in utilization and profitability from our two Gulf of Mexico Ocean Intervention multiservice vessels in 2002, along with a contribution from a significant engineering and specialized diving contract. Gross margin and operating income percentages were higher for 2001 as compared to the nine-month period ended December 31, 2000 primarily because the 2000 period included losses from two large fixed-price jobs in India incurred before we sold those operations in September 2000. We anticipate lower results from our Other Services on lower Ocean Intervention vessel utilization and lower contribution from our Gulf of Mexico diving operations. In January 2003, we purchased OIS International Inspection plc for $27 million in cash. OIS is a global provider of non-destructive testing and inspection services, principally to the oil and gas industry. We do not expect the acquisition to materially affect our results in 2003.

 

20


 

Advanced Technologies. The table below sets out revenue and profitability for this segment for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000.

 

    

Year Ended

December 31,


      

Nine-Month Period

Ended December 31,

2000

(dollars in thousands)

  

2002

    

2001

      

Revenue

  

$

103,348

 

  

$

102,879

 

    

$82,012      

Gross Margin

  

 

20,078

 

  

 

20,342

 

    

  13,810      

Gross Margin %

  

 

19

%

  

 

20

%

    

       17%

Operating Income

  

 

10,979

 

  

 

12,215

 

    

    8,553      

Operating Income %

  

 

11

%

  

 

12

%

    

       10%

 

Advanced Technologies revenue, gross margin and gross margin percentage for 2002 was about the same as 2001. During 2002 an increase in marine services offset a decline in subsea telecommunication cable ROV services and lower space-related product sales. 2002 operating income declined by $1.2 million, or 10%, due to a $1.4 million charge to selling, general and administrative expenses for a doubtful account receivable related to work performed in prior years for an aerospace industry customer. Our gross margin and operating margin percentages were higher in 2001 over the nine-month period ended December 31, 2000 primarily because the 2000 period included provisions totaling $1.8 million relating to operations of a division we no longer own.

 

We anticipate 2003 revenues, gross margin and gross margin percentage to be similar to 2002 results. However, we expect our business mix of projects to change—with higher activity related to: vessel maintenance; pier and mooring repairs; submarine services for the U.S. Navy; and design and construction of specialized equipment for theme parks. We expect our operating income to increase in 2003, primarily as a result of the negative impact in 2002 of the charge for the doubtful receivable described above.

 

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 and bonuses, as well as other general expenses. Our restricted stock expense varies with the market price of our common stock. Our unallocated expenses within operating income consist of those within gross margin plus general and administrative expenses related to corporate functions. The table below sets out our unallocated expenses for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000.

 

    

Year Ended

December 31,


      

Nine-Month Period

Ended December 31, 2000

(dollars in thousands)

  

2002

    

2001

      

Gross margin expenses

  

$

(18,082

)

  

$

(16,585

)

    

$  (9,773)

% of revenue

  

 

3

%

  

 

3

%

    

          3%

Operating expenses

  

 

(28,650

)

  

 

(26,154

)

    

  (16,327)

% of revenue

  

 

5

%

  

 

5

%

    

          5%

 

Other. General and administrative expenses were at a relatively flat rate over the periods presented, except that 2002 contained a $1.4 million charge for the doubtful account receivable mentioned in the Advanced Technologies segment discussion above. Interest expense increased through 2001 as a result of our increased borrowings to fund capital expenditures and repurchases of common stock. Interest expense declined in 2002, as we generated sufficient cash flow to reduce our debt by $52 million and increase our cash by $56 million. Interest expense is net of capitalized interest of $2.0 million for the year ended December 31, 2001 and $3.0 million for the nine-month period ended December 31, 2000. Equity in earnings of unconsolidated affiliates primarily relates to our 50% share of our commercial cable laying and maintenance venture. Due to the current condition of the telecommunications market, this venture is currently inactive and the single vessel used in the venture is being marketed for oilfield and other uses. Other income (expense), net primarily consists of foreign currency gains and losses.

 

21


 

Our effective tax rate, determined after consideration of valuation allowances and foreign, state and local taxes, was 29%, 35% and 36% for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, respectively. We lowered our effective tax rate to 29% in 2002 as we anticipate that we will be able to realize foreign tax credits and we were able to finalize tax positions related to the foreign vessel and diving operations that we sold in 2000. For 2003, we anticipate an effective tax rate of approximately 35%.

 

New Reporting Requirements

 

In June 2001, the Financial Accounting Standards Board (the “FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 143, Accounting For Asset Retirement Obligations, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. This standard requires entities to record the fair value of a liability for an asset retirement obligation in the period incurred. We do not anticipate the adoption of SFAS No. 143 as of January 1, 2003 will have a material effect on our consolidated financial position or results of operations.

 

Effective January 1, 2002, we adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which provides updated guidance concerning the recognition and measurement of an impairment loss for certain types of long-lived assets and modifies the accounting and reporting of discontinued operations. The adoption of SFAS No. 144 did not have an impact on our consolidated financial position or results of operations.

 

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections. SFAS No. 145, which is effective for fiscal years beginning after May 15, 2002, provides guidance for income statement classification of gains and losses on extinguishment of debt and accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. We do not believe the adoption of this statement will have a material impact on our consolidated financial position or results of operations.

 

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with restructurings, discontinued operations, plant closings, or other exit or disposal activities when incurred as opposed to when the entity commits to an exit plan. The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002. We do not believe the adoption of this statement will have a material impact on our consolidated financial position or results of operations.

 

In December 2002, the FASB issued SFAS No. 148, Accounting for Stock Compensation – Transition and Disclosure. SFAS No. 148 amends SFAS No. 123 to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS No. 123. SFAS No. 148 is effective for fiscal years ending after December 15, 2002. We continue to use the intrinsic value method of accounting for stock-based compensation. As a result, the adoption of SFAS No. 148 did not have a material effect on our consolidated financial position or results of operations.

 

ITEM 7A. 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. We do not believe these risks are material. We have not entered into any market risk sensitive instruments for trading purposes. We manage our exposure to interest rate changes through the use of a combination of fixed and floating rate debt and an interest rate hedge. See Note 4 of Notes to Consolidated Financial Statements included in this report for a description of our long-term debt agreements, interest rates and maturities. We believe that significant interest rate changes will not have a material near-term impact on our future earnings or cash flows. Because we operate in various oil and gas exploration and production regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. The functional currency for many of our international operations is the applicable local currency. We manage our exposure to changes in foreign exchange rates primarily 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

 

22


rates in effect as of the balance sheet date to translate assets and liabilities as to which the functional currency is the local currency, resulting in translation adjustments that we reflect as accumulated other comprehensive income or loss in the shareholders’ equity section of our Consolidated Balance Sheets. We recorded an $11.8 million adjustment to our equity accounts for the year ended December 31, 2002 to reflect the net impact of the strengthening of various foreign currencies against the U.S. dollar for locations where the functional currency is not the U.S. dollar.

 

Our Subsea Products business in Brazil conducts much of its operations in U.S. dollars, which is its functional currency. We recorded $1.9 million of foreign currency losses in our statement of operations in 2002 related to our operations in Brazil.

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 

In this report, our consolidated financial statements and supplementary data appear following the signature page to this report and are hereby incorporated by reference.

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

As we previously disclosed in our current report on Form 8-K dated June 18, 2002, which we filed with the SEC on June 24, 2002, we dismissed Arthur Andersen LLP as our independent auditors and appointed Ernst & Young LLP to serve as our independent auditors for 2002.

 

23


 

Part III

 

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

 

The information with respect to the directors and nominees for election to our Board of Directors is incorporated by reference from the section “Election of Directors” in our definitive proxy statement to be filed on or before April 30, 2003, relating to our 2003 Annual Meeting of Shareholders.

 

The information with respect to our executive officers is provided under the heading “Executive Officers of the Registrant” following Item 4 of Part I of this report. There are no family relationships between any director or executive officer.

 

ITEM 11. EXECUTIVE COMPENSATION.

 

The information required by Item 11 is incorporated by reference from the section “Executive Compensation” in the proxy statement described in Item 10 above.

 

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

 

The information required by Item 12 is incorporated by reference from the section “Election of Directors – Security Ownership of Management and Certain Beneficial Owners” in the proxy statement described in Item 10 above.

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

 

The information required by Item 13 is incorporated by reference from the section “Certain Relationships and Related Transactions” in the proxy statement described in Item 10 above.

 

ITEM 14. CONTROLS AND PROCEDURES.

 

Within the 90-day period immediately preceding the filing of this report, our chief executive officer and chief financial officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based on that evaluation, our chief executive officer and chief financial officer concluded that the design and operation of our disclosure controls and procedures were effective as of the date of that evaluation. There have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of that evaluation.

 

24


 

Part IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.

 

(a)     Documents filed as part of this report.

 

         1.            Financial Statements

                        (i)     Report of Independent Auditors

                        (ii)    Consolidated Balance Sheets

                        (iii)   Consolidated Statements of Income

                        (iv)    Consolidated Statements of Cash Flows

                        (v)     Consolidated Statements of Shareholders’ Equity and Comprehensive Income

                        (vi)    Notes to Consolidated Financial Statements

 

         2.            Exhibits:

 

         

Registration or File Number


  

Form or Report


  

Report

Date


  

Exhibit Number


*3.01

  

Restated Certificate of Incorporation

  

1-10945

  

10-K

  

Dec. 2000

  

3.01

  3.02

  

Amended and Restated By-Laws

                   

*4.01

  

Specimen of Common Stock Certificate

  

1-10945

  

10-K

  

March 1993

  

4(a)

*4.02

  

Amended and Restated Shareholder Rights Agreement dated as of November 16, 2001

  

1-10945

  

8-K

  

Nov. 2001

  

4.1

*4.03

  

Note Purchase Agreement dated as of September 8, 1998 relating to $100,000,000 6.72% Senior Notes due September 8, 2010

  

1-10945

  

10-Q

  

Sept. 1998

  

4.01

*4.04

  

Loan Agreement ($80,000,000 Revolving Credit Facility) dated as of October 23, 1998

  

1-10945

  

10-Q

  

Sept. 1998

  

4.02

*4.05

  

Loan Agreement ($50,000,000 Term Loan) dated as of March 30, 2000

  

1-10945

  

10-K/A

  

March 2000

  

4.05

 

We and certain of our consolidated subsidiaries are parties to debt instruments under which the total amount of securities authorized does not exceed 10 percent of our total consolidated assets. Pursuant to paragraph 4(ii)(A) of Item 601(b) of Regulation S-K, we agree to furnish a copy of those instruments to the Securities and Exchange Commission on request.

 

*10.01

  

Defined Contribution Master Plan and Trust Agreement and Adoption Agreement for the Oceaneering International, Inc. Retirement Investment Plan

  

1-10945

  

10-K

  

Dec. 2001

  

10.01

*10.02+

  

Service Agreement dated as of November 16, 2001 between Oceaneering and John R. Huff

  

1-10945

  

10-K

  

Dec. 2001

  

10.02

*10.03+

  

2002 Non-Executive Incentive Plan

  

1-10945

  

10-Q

  

Sept. 2002

  

10.03

*10.04+

  

Amended and Restated Supplemental Executive Retirement Plan

  

1-10945

  

10-Q

  

Sept. 2002

  

10.02

*10.05+

  

1999 Restricted Stock Award Incentive Agreements dated August 19, 1999

  

1-10945

  

10-Q

  

Sept. 1999

  

10.1

*10.06+

  

Change of Control Agreements dated as of November 16, 2001 between Oceaneering and John R. Huff, T. Jay Collins, Marvin J. Migura, M. Kevin McEvoy and George R. Haubenreich, Jr., respectively

  

1-10945

  

10-K

  

Dec. 2001

  

10.06

*10.07+

  

1999 Bonus Restricted Stock Award Agreements

  

1-10945

  

10-K/A

  

March 2000

  

10.20

*10.08+

  

1999 Incentive Plan

  

1-10945

  

10-K

  

March 2000

  

10.08

 

25


  10.09+

  

2002 Bonus Award Plan

                  

*10.10+

  

1990 Long-Term Incentive Plan

 

33-36872

  

S-8

  

Sept. 1990

  

4(f)

*10.11+

  

1990 Nonemployee Directors Stock Option Plan

 

33-36872

  

S-8

  

Sept. 1990

  

4(g)

*10.12+

  

Form of Indemnification Agreement dated November 16, 2001 between Oceaneering and each of its Directors, T. Jay Collins, Marvin J. Migura, M. Kevin McEvoy and George R. Haubenreich, Jr.

 

1-10945

  

10-K

  

Dec. 2001

  

10.12

*10.14+

  

1996 Incentive Plan of Oceaneering International, Inc.

 

1-10945

  

10-Q

  

Sept. 1996

  

10.02

*10.15+

  

1996 Restricted Stock Award Incentive Agreements dated August 23, 1996

 

1-10945

  

10-Q

  

Sept. 1996

  

10.03

*10.16+

  

1997 Bonus Restricted Stock Award Agreements dated April 22, 1997

 

1-10945

  

10-K

  

March 1997

  

10.20

*10.17+

  

Amendment No. 1 to 1990 Nonemployee Director Stock Option Plan

 

1-10945

  

10-K

  

March 1999

  

10.19

*10.18+

  

1998 Bonus Restricted Stock Award Agreements

 

1-10945

  

10-K

  

March 1999

  

10.20

*10.19+

  

2002 Incentive Plan

 

1-10945

  

10-Q

  

June 2002

  

10.01

*10.20+

  

Amended and Restated 2002 Restricted Stock Unit Award Agreements with John R. Huff, T. Jay Collins, M. Kevin McEvoy, George R. Haubenreich, Jr. and John L. Zachary

 

1-10945

  

10-Q

  

Sept. 2002

  

10.04

*10.21+

  

Non-qualified Stock Option Award Agreements under the 2002 Incentive Plan with John R. Huff, T. Jay Collins, M. Kevin McEvoy, George R. Haubenreich, Jr. and John L. Zachary

 

1-10945

  

10-Q

  

Sept. 2002

  

10.05

  12.01

  

Statement showing Computation of Ratio of Earnings to Fixed Charges

                  

  21.01

  

Subsidiaries of Oceaneering

                  

  23.01

  

Consent of Independent Auditors

                  

 

*    Indicates exhibit previously filed with the Securities and Exchange Commission as indicated and incorporated herein by reference.

 

+    Indicates management contract or compensatory plan or arrangement.

 

(b)    Reports on Form 8-K.

 

We filed the following report on Form 8-K during the last quarter of the period covered by this report:

 

Date


  

Description


November 14, 2002

  

Information furnished under Item 9, Regulation FD Disclosure, regarding the posting of a presentation on our Web site.

 

26


 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

         

OCEANEERING INTERNATIONAL, INC.

Date: March 21, 2003

  

By:

  

/s/ JOHN R. HUFF


         

John R. Huff

Chief Executive Officer

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ JOHN R. HUFF


John R. Huff

  

Chairman of the Board

and Chief Executive Officer

(Principal Executive Officer)

 

March 21, 2003

/s/ MARVIN J. MIGURA


Marvin J. Migura

  

Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)

 

March 21, 2003

/s/ JOHN L. ZACHARY


John L. Zachary

  

Controller

(Principal Accounting Officer)

 

March 21, 2003

/s/ T. JAY COLLINS


T. Jay Collins

  

President, Chief Operating Officer

and Director

 

March 21, 2003

/s/ CHARLES B. EVANS


Charles B. Evans

  

Director

 

March 21, 2003

/s/ DAVID S. HOOKER


David S. Hooker

  

Director

 

March 21, 2003

/s/ D. MICHAEL HUGHES


D. Michael Hughes

  

Director

 

March 21, 2003

/s/ HARRIS J. PAPPAS


Harris J. Pappas

  

Director

 

March 21, 2003

 

27


 

CERTIFICATIONS

 

I, John R. Huff, Chief Executive Officer of Oceaneering International, Inc., certify that:

 

1.   I have reviewed this annual report on Form 10-K of Oceaneering International, Inc.;

 

2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

March 21, 2003

 

/s/ JOHN R. HUFF


John R. Huff

Chief Executive Officer

 

28


 

I, Marvin J. Migura, Chief Financial Officer of Oceaneering International, Inc., certify that:

 

1.   I have reviewed this annual report on Form 10-K of Oceaneering International, Inc.;

 

2.   Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

 

3.   Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

 

4.   The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

  a)   designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

 

  b)   evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the “Evaluation Date”); and

 

  c)   presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

 

5.   The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

  a)   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

 

  b)   any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6.   The registrant’s other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

March 21, 2003

 

/s/ MARVIN J. MIGURA


Marvin J. Migura

Chief Financial Officer

 

29


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

INDEX TO FINANCIAL STATEMENTS AND SCHEDULES

 

Index to Financial Statements

 

Report of Independent Auditors

 

Consolidated Balance Sheets

 

Consolidated Statements of Income

 

Consolidated Statements of Cash Flows

 

Consolidated Statements of Shareholders’ Equity and Comprehensive Income

 

Notes to Consolidated Financial Statements

 

Selected Quarterly Financial Data (unaudited)

 

Index to Schedules

 

All schedules for which provision is made in the applicable regulations of the Securities and Exchange Commission have been omitted because they are not required under the relevant instructions or because the required information is included in the financial statements included herein or in the related footnotes thereto.

 

REPORT OF INDEPENDENT AUDITORS

 

To the Shareholders and Board of Directors of Oceaneering International, Inc.:

 

We have audited the accompanying consolidated balance sheets of Oceaneering International, Inc. and subsidiaries as of December 31, 2002 and 2001 and the related consolidated statements of income, cash flows and shareholders’ equity and comprehensive income for each of the two years in the period ended December 31, 2002 and for the nine-month period ended December 31, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Oceaneering International, Inc. and subsidiaries as of December 31, 2002 and 2001 and the consolidated results of their operations and their cash flows for each of the two years in the period ended December 31, 2002 and for the nine-month period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States.

 

As discussed in Note 2 to the consolidated financial statements, the Company has restated its financial statements for the year ended December 31, 2001 and for the nine-month period ended December 31, 2000. Also, as discussed in Note 1 to the consolidated financial statements, in 2002 the Company changed its method of accounting for goodwill and other intangible assets.

 

/s/ ERNST & YOUNG LLP


 

 

 

 

Houston, Texas

February 19, 2003

 

30


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

CONSOLIDATED BALANCE SHEETS

 

    

December 31,

 

(in thousands, except share data)

  

2002

    

2001

 

           

(restated)

 

ASSETS

                 

Current Assets:

                 

Cash and cash equivalents

  

$

66,201

 

  

$

10,474

 

Accounts receivable, net of allowances for doubtful accounts of $2,763 and $1,349

  

 

119,393

 

  

 

128,909

 

Revenue in excess of amounts billed

  

 

4,719

 

  

 

25,805

 

Prepaid expenses and other

  

 

42,757

 

  

 

40,465

 

    


  


Total current assets

  

 

233,070

 

  

 

205,653

 

    


  


Property and Equipment, at cost:

                 

Marine services equipment

  

 

355,523

 

  

 

340,114

 

Mobile offshore production equipment

  

 

138,356

 

  

 

142,186

 

Manufacturing facilities

  

 

49,173

 

  

 

45,335

 

Other

  

 

45,468

 

  

 

46,103

 

    


  


    

 

588,520

 

  

 

573,738

 

Less accumulated depreciation

  

 

266,130

 

  

 

231,402

 

    


  


Net property and equipment

  

 

322,390

 

  

 

342,336

 

    


  


Other Assets:

                 

Goodwill

  

 

14,658

 

  

 

13,884

 

Other

  

 

20,230

 

  

 

18,458

 

    


  


Total Assets

  

$

590,348

 

  

$

580,331

 

    


  


LIABILITIES AND SHAREHOLDERS’ EQUITY

                 

Current Liabilities:

                 

Accounts payable

  

$

21,918

 

  

$

28,902

 

Accrued liabilities

  

 

74,105

 

  

 

81,839

 

Income taxes payable

  

 

15,208

 

  

 

10,257

 

Current portion of long-term debt

  

 

4,800

 

  

 

 

    


  


Total current liabilities

  

 

116,031

 

  

 

120,998

 

    


  


Long-term Debt, net of current portion

  

 

112,800

 

  

 

170,000

 

    


  


Other Long-term Liabilities

  

 

47,652

 

  

 

39,117

 

    


  


Commitments and Contingencies

                 

Shareholders’ Equity:

                 

Common Stock, par value $0.25 per share; 90,000,000 shares authorized; 24,813,289 and 24,017,046 shares issued

  

 

6,203

 

  

 

6,004

 

Additional paid-in capital

  

 

108,826

 

  

 

89,221

 

Treasury stock; 316,351 and 249,872 shares at cost

  

 

(7,309

)

  

 

(3,353

)

Retained earnings

  

 

215,750

 

  

 

175,617

 

Accumulated other comprehensive income (loss)

  

 

(9,605

)

  

 

(17,273

)

    


  


Total shareholders’ equity

  

 

313,865

 

  

 

250,216

 

    


  


Total Liabilities and Shareholders’ Equity

  

$

590,348

 

  

$

580,331

 

    


  


 

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

 

31


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF INCOME

 

    

Year Ended

December 31,


    

Nine-Month

Period Ended

December 31, 2000

(in thousands, except per share data)

  

2002

    

2001

    

           

(restated)

    

(restated)

Revenue

  

$

547,467

 

  

$

524,660

 

  

$

306,890

Cost of Services and Products

  

 

    433,302

 

  

 

    424,329

 

  

 

  257,280

    


  


  

        Gross margin

  

 

114,165

 

  

 

100,331

 

  

 

    49,610

Selling, General and Administrative Expense

  

 

46,462

 

  

 

43,733

 

  

 

    30,860

    


  


  

        Income from operations

  

 

67,703

 

  

 

56,598

 

  

 

    18,750

Interest Income

  

 

668

 

  

 

491

 

  

 

         386

Interest Expense, net of amounts capitalized

  

 

(8,610

)

  

 

(9,928

)

  

 

   (5,629)

Equity earnings (losses) of unconsolidated affiliates

  

 

(906

)

  

 

1,626

 

  

 

      (139)

Other Income (Expense), Net

  

 

(2,287

)

  

 

(974

)

  

 

         299

Minority Interests

  

 

(43

)

  

 

352

 

  

 

         586

    


  


  

        Income before income taxes

  

 

56,525

 

  

 

48,165

 

  

 

  14,253

Provision for Income Taxes

  

 

(16,392

)

  

 

(16,843

)

  

 

   (5,131)

    


  


  

Net Income

  

$

40,133

 

  

$

31,322

 

  

$

    9,122

    


  


  

Basic Earnings per Share

  

 

$1.67

 

  

 

$1.37

 

  

 

    $0.41

Diluted Earnings per Share

  

 

$1.63

 

  

 

$1.33

 

  

 

    $0.40

Weighted average number of common shares

  

 

24,047

 

  

 

22,870

 

  

 

    22,231

Incremental shares from stock options

  

 

636

 

  

 

760

 

  

 

544

Weighted average number of common shares and equivalents

  

 

24,683

 

  

 

23,630

 

  

 

22,775

 

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

 

32


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    

Year Ended

December 31,


    

Nine-Month

Period Ended

December 31, 2000

(in thousands)

  

2002

    

2001

    

           

(restated)

    

(restated)

Cash Flows from Operating Activities:

                      

Net income

  

$

40,133

 

  

$

31,322

 

  

$      9,122  

    


  


  

Adjustments to reconcile net income to net cash provided by operating activities:

                      

Depreciation and amortization

  

 

52,341

 

  

 

47,906

 

  

      30,664  

Non-cash compensation and other

  

 

1,786

 

  

 

4,052

 

  

        1,056  

Increase (decrease) in cash from:

                      

Accounts receivable and revenue in excess of amounts billed, net

  

 

30,602

 

  

 

(47,297

)

  

      11,155  

Prepaid expenses and other current assets

  

 

(2,294

)

  

 

(1,556

)

  

    (16,516)

Other assets

  

 

(2,318

)

  

 

(514

)

  

        4,387  

Accounts payable

  

 

(6,984

)

  

 

3,814

 

  

      (9,518)

Accrued liabilities

  

 

(8,177

)

  

 

14,721

 

  

        6,053  

Income taxes payable

  

 

8,664

 

  

 

7,526

 

  

        1,607  

Other long-term liabilities

  

 

9,468

 

  

 

138

 

  

        2,578  

    


  


  

Total adjustments to net income

  

 

83,088

 

  

 

28,790

 

  

      31,466  

    


  


  

Net Cash Provided by Operating Activities

  

 

123,221

 

  

 

60,112

 

  

      40,588  

    


  


  

Cash Flows from Investing Activities:

                      

Purchases of property and equipment and other

  

 

(34,552

)

  

 

(57,661

)

  

  (101,641)

Dispositions of property and equipment

  

 

7,365

 

  

 

115

 

  

        8,122  

Decrease (increase) in other assets

  

 

2,470

 

  

 

(2,698

)

  

      (2,601)

    


  


  

Net Cash Used in Investing Activities

  

 

(24,717

)

  

 

(60,244

)

  

    (96,120)

    


  


  

Cash Flows from Financing Activities:

                      

Net proceeds (payments) on revolving credit and other long-term debt

  

 

(23,000

)

  

 

(42,060

)

  

      36,748  

Proceeds from term loan

  

 

—  

 

  

 

35,000

 

  

      15,000  

Payments of term loan

  

 

(29,400

)

  

 

(3,000

)

  

           —

Proceeds from issuance of common stock

  

 

19,147

 

  

 

10,896

 

  

        2,694  

Purchases of treasury stock

  

 

(9,524

)

  

 

(141

)

  

           —

    


  


  

Net Cash Provided by Financing Activities

  

 

(42,777

)

  

 

695

 

  

      54,442  

    


  


  

Net Increase (Decrease) in Cash and Cash Equivalents

  

 

55,727

 

  

 

563

 

  

      (1,090)

Cash and Cash Equivalents – Beginning of Period

  

 

10,474

 

  

 

9,911

 

  

      11,001  

    


  


  

Cash and Cash Equivalents – End of Period

  

$

66,201

 

  

$

10,474

 

  

$      9,911  

    


  


  

 

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

 

33


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

 

(in thousands, as restated)

  

Common Stock Issued

  

Additional

Paid-in

Capital

      

Unearned

Compensation

    

Treasury

Stock

    

Retained

Earnings

    

Accumulated

Other

Comprehensive

Income (Loss)

    

Total

 
  

Shares

  

Amount

                     

Balance, March 31, 2000

  

24,017

  

$

6,004

  

$

90,210

 

    

$

(8,593

)

  

$

(16,050

)

  

$

135,173

    

$

(12,262

)

  

$

194,482

 

Comprehensive Income:

                                                                   

Net Income

  

  

 

  

 

 

    

 

 

  

 

 

  

 

9,122

    

 

 

  

 

9,122

 

Translation adjustments

  

  

 

  

 

 

    

 

 

  

 

 

  

 

    

 

(3,692

)

  

 

(3,692

)

    
  

  


    


  


  

    


  


Total Comprehensive Income

  

  

 

  

 

 

    

 

 

  

 

 

  

 

9,122

    

 

(3,692

)

  

 

5,430

 

Restricted stock issued

  

  

 

  

 

 

    

 

(214

)

  

 

214

 

  

 

    

 

 

  

 

 

Restricted stock expense

  

  

 

  

 

 

    

 

2,300

 

  

 

 

  

 

    

 

 

  

 

2,300

 

Restricted stock market adjustments

  

  

 

  

 

165

 

    

 

(165

)

  

 

 

  

 

    

 

 

  

 

 

Restricted stock forfeitures

  

  

 

  

 

 

    

 

40

 

  

 

(40

)

  

 

    

 

 

  

 

 

Stock options exercised

  

  

 

  

 

(57

)

    

 

 

  

 

880

 

  

 

    

 

 

  

 

823

 

Tax benefits from stock plans

  

  

 

  

 

160

 

    

 

 

  

 

 

  

 

    

 

 

  

 

160

 

Treasury stock issued to company benefit plan, at

                                                                   

    average cost

  

  

 

  

 

 

    

 

 

  

 

1,872

 

  

 

    

 

 

  

 

1,872

 

Stock grants

  

  

 

  

 

(1

)

    

 

 

  

 

1

 

  

 

    

 

 

  

 

 

    
  

  


    


  


  

    


  


Balance, December 31, 2000

  

24,017

  

 

6,004

  

 

90,477

 

    

 

(6,632

)

  

 

(13,123

)

  

 

144,295

    

 

(15,954

)

  

 

205,067

 

Comprehensive Income:

                                                                   

Net Income

  

  

 

  

 

 

    

 

 

  

 

 

  

 

31,322

    

 

 

  

 

31,322

 

Change in fair value of interest rate hedge

  

  

 

  

 

 

    

 

 

  

 

 

  

 

    

 

64

 

  

 

64

 

Translation adjustments

  

  

 

  

 

 

    

 

 

  

 

 

  

 

    

 

(1,383

)

  

 

(1,383

)

    
  

  


    


  


  

    


  


Total Comprehensive Income

  

  

 

  

 

 

    

 

 

  

 

 

  

 

31,322

    

 

(1,319

)

  

 

30,003

 

Restricted stock expense

  

  

 

  

 

 

    

 

2,608

 

  

 

 

  

 

    

 

 

  

 

2,608

 

Restricted stock market adjustments

  

  

 

  

 

961

 

    

 

(961

)

  

 

 

  

 

    

 

 

  

 

 

Restricted stock forfeitures

  

  

 

  

 

 

    

 

786

 

  

 

(786

)

  

 

    

 

 

  

 

 

Stock options exercised

  

  

 

  

 

200

 

    

 

 

  

 

8,271

 

  

 

    

 

 

  

 

8,471

 

Tax benefits from stock plans

  

  

 

  

 

1,782

 

    

 

 

  

 

 

  

 

    

 

 

  

 

1,782

 

Treasury stock purchases

  

  

 

  

 

 

    

 

 

  

 

(141

)

  

 

    

 

 

  

 

(141

)

Treasury stock issued to company benefit plan, at

                                                                   

    average cost

  

  

 

  

 

 

    

 

 

  

 

2,426

 

  

 

    

 

 

  

 

2,426

 

    
  

  


    


  


  

    


  


Balance, December 31, 2001

  

24,017

  

 

6,004

  

 

93,420

 

    

 

(4,199

)

  

 

(3,353

)

  

 

175,617

    

 

(17,273

)

  

 

250,216

 

Comprehensive Income:

                                                                   

Net Income

  

  

 

  

 

 

    

 

 

  

 

 

  

 

40,133

    

 

 

  

 

40,133

 

Change in fair value of interest rate hedge

  

  

 

  

 

 

    

 

 

  

 

 

  

 

    

 

(372

)

  

 

(372

)

Minimum pension liability adjustment

  

  

 

  

 

 

    

 

 

  

 

 

  

 

    

 

(3,723

)

  

 

(3,723

)

Translation adjustments

  

  

 

  

 

 

    

 

 

  

 

 

  

 

    

 

11,763

 

  

 

11,763

 

    
  

  


    


  


  

    


  


Total Comprehensive Income

  

  

 

  

 

 

    

 

 

  

 

 

  

 

40,133

    

 

7,668

 

  

 

47,801

 

Restricted stock expense

  

  

 

  

 

 

    

 

3,078

 

  

 

 

  

 

    

 

 

  

 

3,078

 

Restricted stock market adjustments

  

  

 

  

 

1,231

 

    

 

(1,231

)

  

 

 

  

 

    

 

 

  

 

 

Restricted stock forfeitures

  

  

 

  

 

 

    

 

28

 

  

 

(138

)

  

 

    

 

 

  

 

(110

)

Stock options exercised

  

786

  

 

196

  

 

12,268

 

    

 

 

  

 

4,635

 

  

 

    

 

 

  

 

17,099

 

Tax benefits from stock plans

  

  

 

  

 

3,873

 

    

 

 

  

 

 

  

 

    

 

 

  

 

3,873

 

Treasury stock purchases

  

  

 

  

 

 

    

 

 

  

 

(9,524

)

  

 

    

 

 

  

 

(9,524

)

Treasury stock issued to company benefit plan, at

                                                                   

    average cost

  

10

  

 

3

  

 

357

 

    

 

 

  

 

1,066

 

  

 

    

 

 

  

 

1,426

 

Stock grants

  

  

 

   —

  

 

1

 

    

 

 

  

 

5

 

  

 

    

 

 

  

 

6

 

    
  

  


    


  


  

    


  


Balance, December 31, 2002

  

24,813

  

$

6,203

  

$

111,150

 

    

$

(2,324

)

  

$

(7,309

)

  

$

215,750

    

$

(9,605

)

  

$

313,865

 

    
  

  


    


  


  

    


  


 

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

 

34


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF MAJOR ACCOUNTING POLICIES

 

Principles of Consolidation

 

The consolidated financial statements include the accounts of Oceaneering International, Inc. and its 50% or more owned and controlled subsidiaries. Oceaneering accounts for its investments in unconsolidated affiliated companies under the equity method. All significant intercompany accounts and transactions have been eliminated. As used in these notes, references to “Oceaneering” mean Oceaneering International, Inc. and its 50% or more owned and controlled subsidiaries.

 

Effective November 1, 2000, Oceaneering’s Board of Directors approved the change of its year-end to December 31 from March 31. In connection with the transition, Oceaneering reported on the nine-month period from April 1, 2000 to December 31, 2000.

 

Restatement

 

Oceaneering has restated its previously issued financial statements to correct errors related to its accounting for restricted stock expense, Brazilian currency translation and the timing of certain employee benefit accruals, among other things. See Note 2 to Consolidated Financial Statements for additional details concerning the restatement.

 

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 the investment.

 

Accounts Receivable – Allowances for Doubtful Accounts

 

The following table sets forth the activity of our allowances for doubtful accounts receivable:

 

           

Additions


           

(in thousands)

  

Balance at

beginning

of Period

    

Charged to

Costs and Expenses

    

Charged to

Other Accounts

    

Deductions

  

Balance at

end of

Period


For the nine-month period ended
December 31, 2000

  

$   500

    

$     10

    

$—

    

$  —

  

$   510

    
    
    
    
  

For the year ended
December 31, 2001

  

$   510

    

$   799

    

$40

    

$  —

  

$1,349

    
    
    
    
  

For the year ended
December 31, 2002

  

$1,349

    

$1,463

    

$64

    

$113

  

$2,763

    
    
    
    
  

 

Prepaid Expenses and Other Current Assets

 

Prepaid expenses and other current assets consisted of the following:

 

    

December 31,

(in thousands)

  

2002

  

2001


         

(restated)

Spare parts for remotely operated vehicles

  

$11,577

  

$14,316

Inventories, primarily raw materials

  

    9,303

  

    9,209

Deferred taxes

  

  16,634

  

  10,359

Other

  

    5,243

  

    6,581

    
  

Total

  

$42,757

  

$40,465

    
  

 

35


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Inventory is priced at lower of cost or market. Oceaneering determines cost using the weighted-average method.

 

Property and Equipment

 

Oceaneering provides for depreciation of property and equipment primarily on the straight-line method over estimated useful lives of three to 20 years for marine services equipment, up to 12 years for mobile offshore production equipment and three to 25 years for buildings, improvements and other equipment.

 

The costs of repair and maintenance of property and equipment are charged to operations as incurred, while the costs of improvements are capitalized. Oceaneering estimates and accrues in advance for anticipated drydocking expenses of its larger vessels. Oceaneering recognizes differences between the estimates and the actual costs in the income statement.

 

The following table sets forth the activity of our accruals for drydocking for the periods presented:

 

           

Additions


           

(in thousands)

  

Balance at beginning of Period

    

Charged to Costs and Expenses

    

Charged to Other Accounts

    

Deductions

  

Balance at end of Period


For the nine-month period ended
December 31, 2000

  

$2,427

    

$1,371

    

$(60)

    

$   578

  

$3,160

    
    
    
    
  

For the year ended
December 31, 2001

  

$3,160

    

$1,293

    

$(29)

    

$   810

  

$3,614

    
    
    
    
  

For the year ended
December 31, 2002

  

$3,614

    

$    (89)

    

$  63  

    

$1,493

  

$2,095

    
    
    
    
  

 

Oceaneering capitalizes interest on assets where the construction period is anticipated to be more than three months. Oceaneering does not allocate general administrative costs to capital projects. 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.

 

During the nine-month period ended December 31, 2000, Oceaneering exchanged its diving-related assets, including a vessel, in Asia, Australia and the Middle East for 11 remotely operated vehicles. The assets acquired were recorded at their fair market values and the transaction did not result in a material gain or loss to Oceaneering.

 

Management periodically, and upon the occurrence of a triggering event, reviews the realizability of long-lived assets, excluding goodwill and indefinite-lived intangibles, to be held and used by Oceaneering to determine whether any events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For long-lived assets to be held and used, Oceaneering bases its evaluation on impairment indicators such as the nature of the assets, the future economic benefit 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 the asset may not recoverable, Oceaneering determines 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, or quoted market prices. If an impairment has occurred, Oceaneering recognizes a loss for the difference between the carrying amount and the fair value of the asset. For assets held for sale or disposal, the fair value of the asset is measured using quoted market prices. Assets are classified as held for sale when Oceaneering has a plan for disposal of certain assets and those assets meet the held for sale criteria of SFAS No. 144. During the year ended December 31, 2002, Oceaneering recorded an impairment adjustment of $700,000 in the form of additional depreciation of surplus ROV equipment. During the year ended December 31, 2001 and the nine-month period ended December 31, 2000, Oceaneering recorded impairment adjustments of $1.5 million and $2.5 million, respectively, in the form of additional depreciation included in Cost of Services and Products within the Mobile Offshore Production Systems business segment. These adjustments decreased the carrying value of an out-of-service tanker to its estimated scrap value. During the year ended December 31, 2001, Oceaneering also recorded an impairment adjustment of $600,000 in the form of additional depreciation included in the Cost of Services and Products within the Other Services business segment. This adjustment decreased the carrying value of

 

36


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

a crane barge held for sale to its estimated market value. No other impairment adjustments were made during the periods presented.

 

Goodwill

 

Effective January 1, 2002, Oceaneering adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 142, Goodwill and Other Intangible Assets. This standard changed the accounting for goodwill and certain other intangible assets from an amortization method to an impairment-only approach. The standard also requires a reassessment of the useful lives of identifiable intangible assets other than goodwill and at least an annual test for impairment of goodwill and intangibles with indefinite lives.

 

In accordance with the requirements of SFAS No. 142, Oceaneering tested the goodwill attributable to each of its reporting units for impairment as of January 1, 2002 and December 31, 2002 and concluded that none of its goodwill was impaired. Oceaneering’s reporting units are its product and service lines one level below its reportable business segments. Oceaneering estimated fair value using discounted cash flow methodologies and market comparable information.

 

Had Oceaneering accounted for its goodwill and certain other intangible assets under SFAS No. 142 for all prior periods presented, Oceaneering’s net income and earnings per common share would have been as follows:

 

(in thousands, except per share amounts)

    

Year Ended

December 31, 2001

    

Nine-Month

Period Ended

December 31, 2001


      

(restated)

    

(restated)

Reported net income

    

$31,322

    

$9,122

Amortization expense, net of tax

    

    1,102

    

     586

      
    

Net income, as adjusted

    

$32,424

    

$9,708

      
    

Earnings per common share, as adjusted:

             

Basic

    

     $1.42

    

   $0.44

      
    

Diluted

    

     $1.37

    

   $0.43

      
    

 

Revenue Recognition

 

Oceaneering’s revenue is primarily derived from billings under contracts that provide for specific time, material and equipment charges, which are accrued daily and billed periodically, ranging from weekly to monthly. Significant lump-sum contracts, which occur particularly in the Subsea Products and Advanced Technologies segments, are accounted for using the percentage-of-completion method. Under this method, Oceaneering measures the extent of progress toward completion based on costs incurred to date as a percentage of total estimated costs. Changes in the expected cost of materials and labor, productivity, scheduling and other factors affect the total estimated costs. Additionally, external factors, including weather or other factors outside of Oceaneering’s control, may also affect the progress and estimated cost of a project’s completion and, therefore, the timing of income and revenue recognition. Oceaneering records anticipated losses on contracts, if any, in the period during which those losses are first determinable.

 

Revenue in Excess of Amounts Billed relates to recoverable costs and accrued profits on contracts in process. Billings in Excess of Revenue Recognized on uncompleted contracts are classified in accrued liabilities.

 

Revenue in Excess of Amounts Billed is summarized as follows:

 

    

December 31,

(in thousands)

  

2002

  

2001


Revenues recognized on uncompleted contracts

  

$  46,363  

  

$  157,858  

Less: Billings of customers

  

  (41,644)

  

  (132,053)

    
  

Revenue in excess of amounts billed

  

$    4,719  

  

$    25,805  

    
  

 

37


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Billings in Excess of Revenue Recognized are summarized as follows:

 

    

December 31,

 

(in thousands)

  

2002

    

2001

 

Amounts billed to customers

  

$

23,155

 

  

$

26,745

 

Less: Revenues recognized

  

 

(20,073

)

  

 

(23,752

)

    


  


Billings in excess of revenue recognized

  

$

3,082

 

  

$

2,993

 

    


  


 

Stock Options

 

In December 2002, the Financial Accounting Standards Board (the “FASB”) issued SFAS No. 148, Accounting for Stock-Based Compensation-Transition and Disclosure. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation to provide alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. As permitted under SFAS No. 123, Oceaneering continues to use the intrinsic value method of accounting established by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, to account for its stock-based compensation programs. Accordingly, Oceaneering does not recognize any compensation expense when the exercise price of an employee stock option is equal to the Common Share market price on the grant date. The following illustrates the pro forma effect on net income and earnings per share if Oceaneering had applied the fair value recognition provisions of SFAS No. 123:

 

    

Year Ended

December 31,


    

Nine-Month

Period Ended

December 31, 2000

(in thousands)

  

2002

    

2001

    

           

(restated)

    

(restated)

Net income:

                    

As reported

  

$

40,133

 

  

$31,322  

    

$  9,122  

Pro forma additional compensation expense determined under fair value methods for all awards, net of income tax benefit

  

 

(4,998

)

  

  (3,807)

    

  (2,176)

    


  
    

Pro forma

  

$

35,135

 

  

$27,515  

    

$  6,946  

    


  
    

Pro forma earnings per common share:

                    

Basic

  

$

1.46

 

  

  $1.20

    

  $0.31

    


  
    

Diluted

  

$

1.42

 

  

  $1.16

    

  $0.30

    


  
    

 

For purposes of these pro forma disclosures, the fair value of each option grant is estimated on the date of grant using a Black-Scholes option pricing model. The following assumptions for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, respectively, were computed on a weighted average basis: expected volatility of 49.2%, 57.1% and 51.2%; risk-free interest rate of 1.94%, 4.69% and 6.13%; expected life of 3.0, 3.0 and 4.5 years; and no expected dividends. The weighted average fair value of the options granted in the years ended December 2002 and 2001 and the nine-month period ended December 31, 2000 was $8.74, $9.98 and $7.18, respectively. The estimated fair value of the options is amortized to pro forma expense over the options’ expected lives.

 

Income Taxes

 

Oceaneering provides income taxes at appropriate tax rates in accordance with its interpretation of the respective tax laws and regulations after review and consultation with its internal tax department, tax advisors and, in some cases, legal counsel in various jurisdictions. Deferred income taxes are provided for temporary differences in the recognition of income and expense for financial and tax reporting purposes. Oceaneering’s policy is to provide for deferred U.S. income taxes on repatriated foreign income only to the extent such income is not to be invested indefinitely in the related foreign entity.

 

38


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Foreign Currency Translation

 

The functional currency for several of Oceaneering’s foreign subsidiaries is the applicable local currency. Results of operations for foreign subsidiaries with functional currencies other than the U.S. dollar are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these foreign subsidiaries are translated into U.S. dollars using the exchange rates in effect at the balance sheet date, and the resulting translation adjustments are accumulated as a component of shareholders’ equity. All foreign currency transaction gains and losses are recognized currently in the Consolidated Statements of Income.

 

Oceaneering’s subsidiary in Brazil uses the US dollar as its functional currency. These financial statements are translated as follows: non-monetary assets, share par value and paid-in capital are translated at historical exchange rates; revenue and expenses are translated at the average rates of exchange during the period, except for depreciation and amortization and material transfers from inventory, which are translated at historical exchange rates; and all other financial statement accounts are translated at the rate of exchange at period end. Remeasurement adjustments are credited or charged directly to income.

 

Earnings Per Share

 

Basic and diluted earnings per share are computed by dividing net income by the weighted average number of common shares and the weighted average number of common shares plus common share equivalents, respectively. The weighted average number of common shares and equivalents for 2002 and 2001 exclude averages of 1,365,000 and 667,000 stock options, respectively, which were antidilutive.

 

Financial Instruments

 

Oceaneering recognizes all derivative instruments as either assets or liabilities in the balance sheet and measures those instruments at fair value. Subsequent changes in fair value are reflected in current earnings or other comprehensive income, depending on whether a derivative instrument is designated as part of a hedge relationship and, if it is, the type of hedge relationship.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates.

 

New Reporting Requirements

 

In June 2001, the FASB issued SFAS No. 143, Accounting For Asset Retirement Obligations, which addresses financial accounting and reporting for obligation associated with the retirement of tangible long-lived assets and the associated asset retirement costs. SFAS No. 143 applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and/or the normal operation of a long-lived asset, except for certain obligations of lessees. This standard requires entities to record the fair value of a liability for an asset retirement obligation in the period incurred. Oceaneering does not anticipate the adoption of SFAS No. 143 as of January 1, 2003, will have a material effect on its consolidated financial position or results of operations.

 

Effective January 1, 2002, Oceaneering adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which provides updated guidance concerning the recognition and measurement of an impairment loss for certain types of long-lived assets and modifies the accounting and reporting of discontinued operations. The adoption of SFAS No. 144 did not have an impact on the consolidated financial position or results of operations.

 

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and Technical Corrections. SFAS No. 145, which is effective for fiscal years beginning after May 15, 2002,

 

39


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

provides guidance for income statement classification of gains and losses on extinguishment of debt and accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. Oceaneering does not believe the adoption of this statement will have a material impact on its consolidated financial position or results of operations.

 

In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities. SFAS No. 146 requires companies to recognize costs associated with restructurings, discontinued operations, plant closings, or other exit or disposal activities, when incurred as opposed to when the entity commits to an exit plan. The provisions of this statement are effective for exit or disposal activities initiated after December 31, 2002. Oceaneering does not believe the adoption of this statement will have a material impact on its consolidated financial position or results of operations.

 

2. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

 

The restatements made to Oceaneering’s financial statements and related disclosures are summarized below.

 

As part of its long-term incentive compensation plans, Oceaneering uses awards of restricted stock to provide key employees a proprietary interest in the growth and performance of Oceaneering. The shares awarded are subject to forfeiture unless a specified stock price performance of Oceaneering, relative to an index of a peer group of companies, is met. In addition, the shares are subject to vesting over an extended period of continued employment. In accordance with the plans, Oceaneering makes tax-assistance payments to the employees who have been granted shares of restricted stock, upon vesting of the shares, which is when taxes become payable. See Note 8 to Consolidated Financial Statements, “Employee Benefit Plans and Shareholder Rights Plan – Restricted Stock Plan Information” for further details regarding Oceaneering’s restricted stock plans.

 

Since the initiation of a restricted stock plan in 1993, Oceaneering had expensed the stock compensation in equal increments over a three- or four-year vesting period, as applicable. For plans implemented prior to the 2002 Incentive Plan, the tax-assistance payments are subject to refund if the shares are sold within three years after vesting. Historically, Oceaneering had amortized the tax-assistance payments over the three-year period from the date the shares vested, i.e., the period during which the payments made were subject to refund.

 

In connection with the implementation of Oceaneering’s 2002 long-term incentive compensation plan, Oceaneering’s management consulted with its new independent auditors concerning the appropriate accounting treatment of awards under the plan. Following these consultations, Oceaneering determined that it had not been accounting for its restricted stock expense and related tax-assistance payments correctly. Oceaneering concluded that (1) it should begin accruing for the restricted stock expense at the date of grant as a variable award, before the performance criteria has been met, not over the vesting period, which begins after the performance criteria has been met, and (2) it should accrue for and expense each tax-assistance payment over the same period as the restricted stock, rather than amortize it over the three-year period during which those payments are subject to refund. The effects of these restatements were: (1) a decrease of $5.9 million to Retained Earnings as of March 31, 2000; (2) a decrease of $1.4 million in Net Income for the nine-month period ended December 31, 2000; and (3) a decrease of $0.8 million in Net Income for the year ended December 31, 2001.

 

During the restricted stock accounting review, Oceaneering also determined that it had not been properly calculating the number of common shares outstanding for earnings per share purposes. The total number of shares issued under the restricted stock plans was included as basic shares from the date of issue. The issued shares subject to forfeiture are contingent shares and should not have been included before being vested. In addition, for the dilutive calculation, the shares, until vested, should have been calculated using the treasury stock method. Under Oceaneering’s previous method, the number of shares used for the purpose of calculating earnings per share was too high.

 

After determining the need to restate the results of previously reported periods, Oceaneering requested its new independent auditors to perform an audit of its restated financial results for the nine-month period ended December 31, 2000 and the year ended December 31, 2001. As a result of the audits, Oceaneering made revisions to its results related to, among other things, accounting for Brazilian currency translation and the timing of certain employee benefit accruals. Oceaneering had been treating its Brazilian translation gains and losses as a component of other comprehensive income, when, since its

 

40


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Brazilian subsidiary’s functional currency is the U.S. dollar, the translation gains and losses should have been reflected in the income statement. The effects of the restatement related to Brazilian currency translation were: (1) a decrease of $0.4 million to Retained Earnings as of March 31, 2000; and (2) a decrease of $1.3 million in net income for the year ended December 31, 2001. The effects of all items other than the restricted stock and Brazilian currency adjustments, which were primarily the timing of employee benefit accruals, were: (1) an increase of $1.0 million to Retained Earnings as of March 31, 2000; (2) a decrease of $0.8 million in Net Income for the nine-month period ended December 31, 2000; and an increase of $0.3 million in Net Income for the year ended December 31, 2001.

 

Corrected for the accounting treatments discussed above, Oceaneering’s previously reported financials were impacted as follows:

 

              

% Change

    

Diluted EPS


  

% Change

    

Reported

  

Restated

     

Reported

  

Restated

  

    

(in thousands)

                     

Retained Earnings,

                                   

March 31, 2000

  

$

140,493

  

$

135,173

  

(3.8

)%

  

N/A

  

N/A

  

N/A

Shareholders’ Equity,

                                   

March 31, 2000

  

$

195,700

  

$

194,482

  

(0.6

)%

  

N/A

  

N/A

  

N/A

For the nine-months ended December 31, 2000:

                                   

Income before income taxes

  

$

17,676

  

$

14,253

  

(19.4

)%

  

N/A

  

N/A

  

N/A

Net Income

  

$

11,313

  

$

9,122

  

(19.4

)%

  

$0.49

  

$0.40

  

(18.4)%

For the Year ended December 31, 2001:

                                   

Income before income taxes

  

$

50,937

  

$

48,165

  

(5.4

)%

  

N/A

  

N/A

  

N/A

Net Income

  

$

33,109

  

$

31,322

  

(5.4

)%

  

$1.38

  

$1.33

  

(3.6)%

 

3. INCOME TAXES

 

Oceaneering and its domestic subsidiaries, including acquired companies from their respective dates of acquisition, file a consolidated U.S. federal income tax return. Oceaneering conducts its international operations in a number of locations that have varying laws and regulations with regard to income and other taxes, some of which are subject to interpretation. Management believes that adequate provisions have been made for all taxes that will ultimately be payable. On a geographic basis, loss before minority interests and income taxes attributable to the United States was $(1.6) million, $(6.3) million and $(5.1) million for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, respectively. The following table sets forth Oceaneering’s provisions for income taxes.

 

    

Year Ended

December 31,


  

Nine-Month

Period Ended

December 31, 2000

(in thousands)

  

2002

    

2001

  

           

(restated)

  

(restated)

U.S. federal and state

  

$

(1,493

)

  

$  8,779

  

$     439  

Foreign

  

 

17,885

 

  

    8,064

  

    4,692  

    


  
  

Total provision

  

$

16,392

 

  

$16,843

  

$  5,131  

    


  
  

Current

  

$

20,971

 

  

$13,643

  

$  6,429  

Deferred

  

 

(4,579

)

  

    3,200

  

  (1,298)

    


  
  

Total provision

  

$

16,392

 

  

$16,843

  

$  5,131  

    


  
  

Cash taxes paid

  

$

12,976

 

  

$10,320

  

$  4,538  

    


  
  

 

41


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

During the nine-month period ended December 31, 2000, Oceaneering also received a cash tax refund of $4,353,000.

 

As of December 31, 2002, Oceaneering’s Brazil subsidiary had net operating loss carryforwards (“NOLs”) of approximately $5 million, which are available to reduce future Brazil income taxes that would otherwise be payable.

 

As of December 31, 2002 and 2001, Oceaneering’s worldwide deferred tax assets and liabilities were as follows:

 

    

December 31,

(in thousands)

  

2002

  

2001


         

(restated)

Current deferred tax assets

  

$16,634  

  

$10,359  

    
  

Gross deferred tax assets – long-term

  

$  1,928  

  

$  3,216  

Valuation allowance

  

  (1,864)

  

  (3,150)

    
  

Net deferred tax assets – long-term

  

$       64  

  

$       66  

    
  

Deferred tax liabilities

  

$24,984  

  

$23,290  

    
  

 

Oceaneering’s current deferred tax assets relate to self-insurance reserves, expected tax refunds from amended returns and expected foreign tax credits from amended returns.

 

Oceaneering’s gross deferred tax assets – long-term consist primarily of NOLs in its Brazilian subsidiary, which have no expiration date, and insurance claim reserves for which a tax deduction has not yet been allowed. Deferred tax liabilities consist primarily of depreciation and amortization book/tax differences and provisions for income of foreign subsidiaries expected to be repatriated, net of restricted stock book/tax differences which will turn around in the same time period.

 

Oceaneering has established a valuation allowance for deferred tax assets after taking into account factors that are likely to affect Oceaneering’s ability to utilize the tax assets. In particular, Oceaneering conducts its business through several foreign subsidiaries and, although Oceaneering expects its consolidated operations to be profitable, there is no assurance that profits will be earned in entities or jurisdictions that have NOLs available. Changes in the valuation allowance primarily relate to the utilization of foreign NOLs and realization of foreign tax credits. Income taxes, computed by applying the federal statutory income tax rate of 35% to income before income taxes and minority interests, are reconciled to the actual provisions for income taxes as follows:

 

    

Year Ended

December 31,


  

Nine-Month

Period Ended

December 31,

(in thousands)

  

2002

    

2001

  

2000


           

(restated)

  

(restated)

Computed U.S. statutory expense

  

$

19,799

 

  

$16,735  

  

$  4,784  

Change in valuation allowances

  

 

(1,286

)

  

  (2,450)

  

    1,224  

Withholding taxes and foreign earnings taxed at rates different from U.S. statutory rates

  

 

(1,687

)

  

    3,543  

  

    1,202  

State and local taxes and other, net

  

 

(434

)

  

     (985)

  

  (2,079)

    


  
  

Total provision for income taxes

  

$

16,392

 

  

$16,843  

  

$  5,131  

    


  
  

 

42


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

4. DEBT

 

Long-term Debt consisted of the following:

 

    

December 31,

(in thousands)

  

2002

  

2001


6.72% Senior Notes

  

$100,000 

  

$100,000

Revolving credit facility

  

 —  

  

    23,000

Term loan agreement

  

    17,600 

  

    47,000

    
  

Long-term Debt

  

  117,600 

  

  170,000

Less: current portion

  

    (4,800)

  

            —

    
  

Long-term Debt, net of current portion

  

$112,800 

  

$170,000

    
  

 

Oceaneering has $100 million aggregate principal amount of 6.72% Senior Notes outstanding and scheduled to be paid in five equal annual installments beginning September 2006.

 

Oceaneering has an $80 million revolving credit facility (the “Credit Agreement”). There is a commitment fee ranging from .20% to .25% per annum, depending on Oceaneering’s debt-to-capitalization ratio, on the unused portion of the banks’ commitments. Principal maturity is in October 2003. Under the Credit Agreement, Oceaneering has the option to borrow dollars at the London Interbank Offered Rate (“LIBOR”) plus a margin ranging from .50% to 1.00%, depending on Oceaneering’s debt-to-capitalization ratio, or at the agent bank’s prime rate. There were no borrowings under the Credit Agreement at December 31, 2002.

 

In March 2000, Oceaneering entered into a four-year, $50 million term loan agreement (the “Term Loan”). Borrowings under the Term Loan were made until March 2001 and principal repayments commenced in October 2001 with final maturity in April 2004. There are no further borrowings available and no commitment fees under the Term Loan. Under the Term Loan, Oceaneering pays interest at LIBOR plus a margin ranging from .75% to 1.25%, depending on Oceaneering’s debt-to-capitalization ratio. The weighted average interest rate for borrowings under the Term Loan was 2.56% at December 31, 2002. At December 31, 2002, Oceaneering had an interest rate hedge in place that effectively fixed LIBOR at 3.24% for the remainder of the Term Loan.

 

Scheduled maturities of Long-term Debt outstanding as of December 31, 2002 were as follows:

 

(in thousands)

  

6.72%

Notes

  

Term

Loan

  

Total


2003

  

$         —

  

$  4,800

  

$    4,800

2004

  

  

12,800

  

12,800

2005

  

  

  

2006

  

20,000

  

  

20,000

2007

  

20,000

  

  

20,000

Thereafter

  

60,000

  

  

60,000

    
  
  

Total

  

$100,000

  

$17,600

  

$117,600

    
  
  

 

All these credit arrangements contain similar restrictive covenants as to minimum net worth, debt-to-capitalization ratio, fixed charge coverage, interest coverage and restricted payments. Restricted payments, which include dividends and treasury stock purchases, are limited from April 1, 1998, on a net basis, to the sum of $25 million plus 50% of Oceaneering’s consolidated net income after April 1, 1998, plus cash proceeds from any sales of common stock.

 

Cash interest payments of $8.7 million, $12.0 million and $6.7 million were made in the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, respectively. Interest charges of $2.0 million and $3.0 million were capitalized as part of construction-in-progress in the year ended December 31, 2001 and the nine-month period ended December 31, 2000, respectively.

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

5. COMMITMENTS AND CONTINGENCIES

 

Lease Commitments

 

At December 31, 2002, Oceaneering occupied several facilities under noncancellable operating leases expiring at various dates through 2023. Future minimum rentals under these leases are as follows:

 

    

(in thousands)

2003

  

$  5,093

2004

  

    4,571

2005

  

    3,651

2006

  

    2,885

2007

  

    2,873

Thereafter

  

    8,227

    

Total Lease Commitments

  

$27,300

    

 

Rental expense, which includes hire of vessels, specialized equipment and real estate rental, was approximately $14 million, $14 million and $13 million for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000, respectively.

 

Insurance

 

Oceaneering self-insures for workers’ compensation, maritime employer’s liability and comprehensive general liability claims to levels it considers financially prudent and carries insurance for exposures beyond the self-insurance levels, which can be by occurrence or in the aggregate. Oceaneering determines the level of accruals by reviewing its historical experience and current year claim activity. It does not record accruals on a present-value basis. Oceaneering reviews each claim with insurance adjusters and establishes specific reserves for all known liabilities. It establishes an additional reserve for incidents incurred but not reported to Oceaneering for each year using management estimates and based on prior experience. Oceaneering’s management believes Oceaneering has established adequate accruals for uninsured expected liabilities arising from those obligations.

 

Litigation

 

Various actions and claims are pending against Oceaneering, most of which are covered by insurance. In the opinion of Oceaneering’s management, the ultimate liability, if any, that may result from these actions and claims will not materially affect Oceaneering’s financial position or results of operations.

 

Letters of Credit

 

Oceaneering had $23 million in letters of credit outstanding as of both December 31, 2002 and 2001, as guarantees in force for self-insurance requirements and various performance and bid bonds, which are usually for the duration of the applicable contract.

 

44


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Financial Instruments and Risk Concentration

 

In the normal course of business, Oceaneering manages 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, Oceaneering does not use derivative instruments unless there is an underlying exposure. We do not use derivative instruments for trading or speculative purposes.

 

As of December 31, 2002 and 2001, Oceaneering had an interest rate hedge in place, which fixed three-month LIBOR at 3.24%, effective January 2, 2002. This applies to the scheduled balance of the Term Loan, and the amount is reduced by the scheduled amortization of the Term Loan. When Oceaneering made a $21 million prepayment of principal of the Term Loan in the second quarter of June 2002, the remaining scheduled maturities of the Term Loan changed. Oceaneering revised the hedge to match the rescheduled maturities of the Term Loan. Oceaneering charged $118,000 to interest expense as a result of the change.

 

Other financial instruments that potentially subject Oceaneering to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. The carrying values of cash and cash equivalents and bank borrowings approximate their fair values due to the short maturity of those instruments or the short-term duration of the associated interest rate periods. Accounts receivable are generated from a broad and diverse group of customers, primarily from within the energy industry, which is Oceaneering’s major source of revenue. Oceaneering maintains an allowance for doubtful accounts based on expected collectibility.

 

Oceaneering estimated the fair value of its $100 million of 6.72% Senior Notes to be $107 million as of December 31, 2002. This estimate was arrived at by computing the present value of the future principal and interest payments using a yield-to-maturity interest rate for securities of similar quality and term.

 

Post-Employment Benefit

 

In November 2001, Oceaneering entered into an agreement with its Chairman and Chief Executive Officer (the “Chairman”). The agreement provides for a specific employment period with Oceaneering through August 15, 2006, followed by a specific service period ending no later than August 15, 2011, during which the Chairman, acting as an independent contractor, has agreed to serve as non-executive Chairman of the Board of Directors of Oceaneering if requested to serve in that capacity by Oceaneering’s Board of Directors. The agreement provides the Chairman with a post-employment benefit of ten years following his services to Oceaneering. The agreement also provides for medical coverage on an after-tax basis to the Chairman, his spouse and children during his employment with Oceaneering, and, under certain circumstances, thereafter for their lives. Oceaneering is recognizing the net present value of the post-employment benefits over the expected service period. If the service period is reduced or terminated, Oceaneering will recognize the previously unaccrued benefits.

 

6. OPERATIONS BY BUSINESS SEGMENT AND GEOGRAPHIC AREA

 

Business Segment Information

 

Oceaneering supplies a comprehensive range of integrated technical services to a variety of industries and is one of the world’s largest underwater services contractors. Oceaneering’s Offshore Oil and Gas business consists of Remotely Operated Vehicles (“ROVs”), Subsea Products, Mobile Offshore Production Systems and Other Services. Oceaneering’s Subsea Products segment supplies umbilicals, production control equipment, pipeline repair systems and ROV tooling and work packages. Oceaneering’s Other Services segment provides multiservice vessels, oilfield diving, non-destructive inspection and testing and support vessel operations, which are used primarily in inspection, repair and maintenance activities. Oceaneering’s Advanced Technologies business provides project management, engineering services and equipment for applications in non-oilfield markets. Unallocated Expenses are those not associated with a specific business segment. These consist of expenses related to Oceaneering’s incentive and deferred compensation plans, including restricted stock and bonuses, as well as other general expenses, including corporate administrative expenses.

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

The following table presents Revenues, Income from Operations and Depreciation and Amortization Expense for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000 by business segment:

 

    

Year Ended

December 31,


  

Nine-Month

Period Ended

December 31,

    (in thousands)

  

2002

  

2001

  

2000


         

(restated)

  

(restated)

Revenue

              

Offshore Oil and Gas

              

Remotely Operated Vehicles

  

$149,619 

  

$153,929 

  

$  78,953

Subsea Products

  

  123,227 

  

  126,448 

  

    64,931

Mobile Offshore Production Systems

  

    48,538 

  

    39,154 

  

    15,788

Other Services

  

  122,735 

  

  102,250 

  

    65,206

    
  
  

Total Offshore Oil and Gas

  

  444,119 

  

  421,781 

  

  224,878

Advanced Technologies

  

  103,348 

  

  102,879 

  

    82,012

    
  
  

Total

  

$547,467 

  

$524,660 

  

$306,890

    
  
  

Income from Operations

              

Offshore Oil and Gas

              

Remotely Operated Vehicles

  

$  32,213 

  

$  40,159 

  

$  15,702

Subsea Products

  

    19,655 

  

    11,509 

  

      3,714

Mobile Offshore Production Systems

  

    18,988 

  

    10,428 

  

      4,948

Other Services

  

    14,518 

  

      8,441 

  

      2,160

    
  
  

Total Offshore Oil and Gas

  

    85,374 

  

    70,537 

  

    26,524

Advanced Technologies

  

    10,979 

  

    12,215 

  

      8,553

Unallocated Expenses

  

  (28,650)

  

  (26,154)

  

    (16,327)

    
  
  

Total

  

$  67,703 

  

$  56,598 

  

$  18,750

    
  
  

Depreciation and Amortization Expense

              

Offshore Oil and Gas

              

Remotely Operated Vehicles

  

$  25,642 

  

$  22,217 

  

$  13,462

Subsea Products

  

      5,364 

  

      5,128 

  

      3,187

Mobile Offshore Production Systems

  

    10,280 

  

      8,699 

  

      5,445

Other Services

  

      7,219 

  

      7,964 

  

      5,578

    
  
  

Total Offshore Oil and Gas

  

    48,505 

  

    44,008 

  

    27,672

Advanced Technologies

  

      2,554 

  

      2,557 

  

      1,988

Unallocated Expenses

  

      1,282 

  

      1,341 

  

      1,004

    
  
  

Total

  

$  52,341 

  

$  47,906 

  

$  30,664

    
  
  

 

46


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

The following tables present Assets, Goodwill and Capital Expenditures by business segment as of and for the periods indicated:

 

    

As of December 31,

    (in thousands)

  

2002

  

2001


Assets

       

(restated)

Offshore Oil and Gas

             

Remotely Operated Vehicles

  

$

161,657

  

$

169,599

Subsea Products

  

 

98,816

  

 

109,957

Mobile Offshore Production Systems

  

 

98,899

  

 

115,186

Other Services

  

 

84,959

  

 

93,311

    

  

Total Offshore Oil and Gas

  

 

444,331

  

 

488,053

Advanced Technologies

  

 

42,716

  

 

50,729

Corporate and Other

  

 

103,301

  

 

41,549

    

  

Total

  

$

590,348

  

$

580,331

    

  

Goodwill

         

Offshore Oil and Gas

             

Remotely Operated Vehicles

  

$

190

  

$

190

Subsea Products

  

 

4,449

  

 

4,292

Other Services

  

 

4,541

  

 

4,023

    

  

Total Offshore Oil and Gas

  

 

9,180

  

 

8,505

Advanced Technologies

  

 

5,478

  

 

5,379

    

  

Total

  

$

14,658

  

$

13,884

    

  

 

    

Year Ended

December 31,


    

Nine-Month

Period Ended

December 31,

 

    (in thousands)

  

2002

  

2001

    

2000

 

Capital Expenditures

       

(restated

)

  

(restated

)

Offshore Oil and Gas

                  

Remotely Operated Vehicles

  

$13,107

  

$23,242

 

  

$  25,144

 

Subsea Products

  

  11,067

  

    8,506

 

  

      6,403

 

Mobile Offshore Production Systems

  

    1,559

  

  19,225

 

  

    61,904

 

Other Services

  

    6,662

  

    5,078

 

  

      7,338

 

    
  

  

Total Offshore Oil and Gas

  

  32,395

  

  56,051

 

  

100,789

 

Advanced Technologies

  

    1,499

  

    1,610

 

  

        571

 

Corporate and Other

  

      658

  

          —

 

  

        281

 

    
  

  

Total

  

$34,552

  

$57,661

 

  

$101,641

 

    
  

  

 

Income from operations for each business segment is determined before interest income or expense, other income (expense), minority interests and provision for income taxes. An allocation of these items is not considered practical. All assets specifically identified with a particular business segment have been segregated. Cash and cash equivalents, certain prepaid expenses and other current assets, certain investments and other assets have not been allocated to particular business segments and are included in Corporate and Other.

 

No individual customer accounted for more than 10% of Oceaneering’s consolidated revenue in the year ended December 31, 2002 or 2001 or the nine-month period ended December 31, 2000.

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Geographic Operating Areas

 

The following table summarizes certain financial data by geographic area:

 

(in thousands)

  

Year Ended December 31, 2002

  

Year Ended December 31, 2001

  

Nine-Month Period Ended December 31, 2000


Revenue

       

(restated)

  

(restated)

United States

  

$292,085

  

$278,390

  

$165,018

Africa

  

    69,663

  

    60,200

  

    35,798

United Kingdom

  

    53,811

  

    43,173

  

    20,127

Brazil

  

    32,187

  

    40,349

  

    21,061

Australia

  

    28,737

  

    23,665

  

      2,325

Norway

  

    27,111

  

    27,671

  

    18,484

Indonesia

  

      9,242

  

      8,116

  

      6,389

Other Asia

  

    16,998

  

    23,376

  

    22,585

Other

  

    17,633

  

    19,720

  

    15,103

    
  
  

Total

  

$547,467

  

$524,660

  

$306,890

    
  
  

Long-Lived Assets

  

December 31, 2002

  

December 31, 2001

  

December 31, 2000

    
  
  
         

(restated)

  

(restated)

United States

  

$172,249

  

$184,375

  

$182,597

Africa

  

    18,162

  

    26,012

  

      8,736

Asia

  

    16,024

  

    23,234

  

    18,456

Australia

  

    76,719

  

    86,968

  

    83,321

Brazil

  

    15,317

  

      8,792

  

    14,814

Europe

  

    51,664

  

    40,023

  

    50,787

    
  
  

Total

  

$350,135

  

$369,404

  

$358,711

    
  
  

 

Revenue is based on location where services are performed and facility location for products.

 

7.    ACCRUED LIABILITIES AND OTHER LONG-TERM LIABILITIES

 

Accrued liabilities and other long-term liabilities consisted of the following:

 

    

December 31,

(in thousands)

  

2002

  

2001


Accrued Liabilities:

       

(restated)

Payroll and related costs

  

$32,186

  

$32,876

Accrued job costs

  

  17,837

  

  28,172

Self-insurance reserves for claims expected to be paid within one year

  

    7,489

  

    6,323

Billings in excess of revenue recognized

  

    7,529

  

    3,308

Other

  

    9,064

  

  11,160

    
  

Total Accrued Liabilities

  

$74,105

  

$81,839

    
  

Other Long-Term Liabilities:

         

Deferred income taxes

  

$24,984

  

$23,290

Self-insurance reserves not expected to be paid within one year

  

  10,304

  

  10,009

Accrued defined benefit plan obligations

  

    5,576

  

      400

Supplemental Executive Retirement Plan

  

    6,165

  

    4,839

Minority interests

  

      623

  

      579

    
  

Total Other Long-Term Liabilities

  

$47,652

  

$39,117

    
  

 

48


OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

8.     EMPLOYEE BENEFIT PLANS AND SHAREHOLDER RIGHTS PLAN

 

Retirement Investment Plans

 

Oceaneering has three separate employee retirement investment plans that, taken together, cover most of its full-time employees. The Oceaneering Retirement Investment Plan is a 401(k) plan in which U.S. employees may participate by deferring a portion of their gross monthly salary and directing Oceaneering to contribute the deferred amount to the plan. Oceaneering matches a portion of the employees’ deferred compensation. Oceaneering’s contributions to the plan were $4,140,000, $3,679,000 and $3,220,000 for the plan years ended December 31, 2002, 2001 and 2000, respectively.

 

The second plan is the Oceaneering International Services Pension Scheme for employees in the United Kingdom. Under this plan, employees may contribute a portion of their gross monthly salary. Oceaneering also contributes an amount equal to a portion of the participant’s gross monthly salary. Oceaneering’s contributions to this plan for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000 were $295,000, $207,000 and $41,000, respectively. At December 31, 2001 and 2000, the plan assets exceeded its projected benefit obligations. At December 31, 2002, plan assets were $4.6 million less than the projected benefit obligations. This change was due to the performance of plan investments being less than projected and changes in the U.K. life expectancy tables.

 

The third plan is the Oceaneering International, Inc. Supplemental Executive Retirement Plan, which covers selected key management employees and executives of Oceaneering, as approved by the Compensation Committee of Oceaneering’s Board of Directors (the “Compensation Committee”). Under this plan, Oceaneering accrues an amount determined as a percentage of the participant’s gross monthly salary and the amounts accrued are treated as if they are invested in one or more investment vehicles pursuant to this plan. Expenses related to this plan during the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000 were $2,017,000, $2,134,000 and $921,000, respectively.

 

Incentive and Stock Option Plans

 

Under the 2000 Non-Executive Incentive Plan, the 2002 Incentive Plan and the 2002 Non-Executive Incentive Plan (the “Incentive Plans”), totals of 1,000,000, 1,325,000 and 2,500,000 shares of common stock of Oceaneering, respectively, were made available for awards to employees and other persons (excluding (1) nonemployee directors except with respect to automatic grants as described below, and, (2) executive officers, in the case of the 2000 and 2002 Non-Executive Incentive Plans, which are not shareholder-approved plans, having an important business relationship or affiliation with Oceaneering. Under the shareholder-approved 2002 Incentive Plan, each director of Oceaneering is automatically granted an option to purchase 10,000 shares of common stock of Oceaneering on the date the director becomes a nonemployee director and each year thereafter at an exercise price per share equal to the fair market value of a share of common stock on the date the option was granted. These options granted to nonemployee directors become fully exercisable six months following the date of grant.

 

The Incentive Plans are administered by the Compensation Committee, which determines the type or types of award(s) to be made to each participant and sets forth in the related award agreement the terms, conditions and limitations applicable to each award. The Compensation Committee may grant stock options, stock appreciation rights and stock and cash awards. Options outstanding under the Incentive Plans and prior plans vest over a three- or four-year period and are exercisable over a period of four, five or ten years after the date of grant or five years after the date of vesting. Under the Incentive Plans, a stock option must have a term not exceeding five years from the date of grant and must have an exercise price of not less than the fair market value of a share of common stock of Oceaneering on the date of grant. The Compensation Committee may not: (1) grant, in exchange for a stock option, a new stock option having a lower exercise price; or (2) reduce the exercise price of a stock option. At December 31, 2002, awards were available for grant under the 2002 Incentive Plan and the 2002 Non-Executive Incentive Plan.

 

Oceaneering recognizes no compensation cost for stock options it issues unless options are granted at an option price below the fair market value of the stock at the date of the grant. See Note 1 – “Summary of Major Accounting Policies – Stock Options” for fair market values and pro forma financial effects had compensation cost for these stock options been determined based on fair value.

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

 

Information regarding option plans is as follows:

 

      

Shares under Option


    

Weighted Average Exercise Price


Balance at March 31, 2000

    

 1,704,130  

    

$14.31

Granted

    

   803,800

    

  14.57

Exercised

    

     (66,035)

    

  12.51

Forfeited

    

     (93,620)

    

  15.47

      
    

Balance at December 31, 2000

    

2,348,275

    

  14.40

Granted

    

   748,400

    

  23.57

Exercised

    

   (620,685)

    

  13.74

Forfeited

    

   (141,330)

    

  17.19

      
    

Balance at December 31, 2001

    

2,334,660

    

  17.35

Granted

    

    774,600

    

  24.99

Exercised

    

(1,088,085)

    

  15.65

Forfeited

    

     (43,200)

    

  19.50

      
    

Balance at December 31, 2002

    

1,977,975

    

$21.23

      
    

 

The following table provides information about the options outstanding at December 31, 2002.

 

             

Outstanding

         

Exercisable

     
   

Range of

Exercise

Prices

           

Number of Shares at December 31, 2002

    

Weighted Average Remaining Contractual Life (years)

    

Weighted Average Exercise Price

         

Number of Shares at December 31, 2002

    

Weighted Average Exercise Price


   
   

$4.72 – 16.56

           

573,150

    

2.09

    

$13.92

         

339,350

    

$13.18

$16.57 – 23.82

           

661,825

    

3.36

    

$23.23

         

311,975

    

$22.88

$23.83 – 26.90

           

743,000

    

4.69

    

$25.09

         

    

 

Restricted Stock Plan Information

 

During the year ended December 31, 2002 and the nine-month period ended December 31, 2000, the Compensation Committee granted restricted common stock units and restricted common stock, respectively, of Oceaneering to certain of its key executives and employees. No restricted common stock units or restricted common stock of Oceaneering was granted in 2001. These grants are subject to earning requirements on the basis of a percentage change between the price of the common stock of Oceaneering versus the average of the common stock price of a peer group of companies over three- and two-year periods, respectively. Up to one-third of the grants made in the year ended December 31, 2002 and up to one-half of the grants made in the nine-month period ended December 31, 2000 may be earned each year depending on Oceaneering’s cumulative common stock performance, with any amount earned subject to vesting in five equal installments over a five-year period or four equal installments over a four-year period, respectively, conditional upon continued employment. At the time of vesting of a restricted common stock unit, the participant will be issued a share of Oceaneering common stock for each common stock unit vested. At the time of each vesting, a participant receives a tax-assistance payment. With regard to the grants made during the nine-month period ended December 31, 2000, the participant must reimburse Oceaneering for the tax-assistance payment if the vested common stock is sold by the participant within three years after the vesting date. As of December 31, 2002, all of the grants made in the nine-month period ended December 31, 2000 had been earned and none of the grants made in the year ended December 31, 2002 had been earned. As of December 31, 2002, a total of 1,016,250 shares or units of restricted stock was outstanding and unvested under these and former, similar grants, of which 399,750 shares were earned, subject to vesting requirements. The numbers and weighted average grant date fair values of restricted stock units and stock granted were 616,500 and $24.19, respectively, during the year ended December 31, 2002 and 16,000 and $19.87, respectively, during the nine-month period ended December 31, 2000. Compensation expense under the restricted stock plans was $5,972,000, $5,108,000 and $4,160,000 for the years ended December 31, 2002 and 2001 and the nine-month period ended December 31, 2000. Each grantee of shares of restricted common stock mentioned in this paragraph is deemed to be the record owner of those shares during the restriction period,

 

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OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES

 

with the right to vote and receive any dividends on those shares. The restricted stock units granted in 2002 carry no voting or dividend rights.

 

Shareholder Rights Plan

 

Oceaneering has a Shareholder Rights Plan dated as of November 20, 1992, as amended and restated as of November 16, 2001. One preferred share purchase right exists for each outstanding share of Oceaneering’s common stock. The plan will cause substantial dilution to a party that attempts to acquire Oceaneering in a manner or on terms not approved by Oceaneering’s Board of Directors. The rights, which do not have voting rights and are not entitled to dividends until such time as they become exercisable, are scheduled to expire in November 2011.

 


 

SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

(in thousands, except per share data)

 

Oceaneering restated its results for periods through September 2002 to correct errors related to its accounting for restricted stock expense, Brazilian currency translation and the timing of employee benefit accruals, among other things. Net income as originally reported was $10,197,000, $10,514,000 and $12,136,000 for the quarters ended March 31, June 30 and September 30, 2002, respectively, and $5,204,000, $7,717,000, $10,342,000 and $9,846,000 for the quarters ended March 31, June 30, September 30 and December 31, 2001, respectively. See Note 2 to Consolidated Financial Statements for additional details concerning the restatement.

 

    

Year Ended December 31, 2002

Quarter Ended

  

March 31

  

June 30

  

Sept. 30

  

Dec. 31

  

Total


    

(restated)

  

(restated)

  

(restated)

         

Revenue

  

$138,849

  

$141,550

  

$130,607

  

$136,461

  

$547,467

Gross profit

  

    26,010

  

    31,587

  

    30,079

  

    26,489

  

  114,165

Income from operations

  

    15,100

  

    20,108

  

    17,494

  

    15,001

  

    67,703

Net income

  

      8,364

  

    10,926

  

    11,909

  

      8,934

  

    40,133

Diluted earnings per share

  

$      0.35

  

$      0.44

  

$      0.48

  

$      0.36

  

$      1.63

Weighted average number of common shares and equivalents

  

    24,219

  

    24,892

  

    24,802

  

    24,821

  

    24,683

                          
    

Year Ended December 31, 2001

Quarter Ended

  

March 31

  

June 30

  

Sept. 30

  

Dec. 31

  

Total


    

(restated)

  

(restated)

  

(restated)

  

(restated)

  

(restated)

Revenue

  

$104,188

  

$132,205

  

$142,605

  

$145,662

  

$524,660

Gross profit

  

    19,097

  

    24,848

  

    30,060

  

    26,326

  

  100,331

Income from operations

  

      8,580

  

    14,229

  

    19,185

  

    14,604

  

    56,598

Net income

  

      4,374

  

      7,508

  

    11,151

  

      8,289

  

    31,322

Diluted earnings per share

  

$      0.19

  

$      0.32

  

$      0.47

  

$      0.35

  

$      1.33

Weighted average number of common shares and equivalents

  

    23,299

  

    23,744

  

    23,718

  

    23,758

  

    23,630

 

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