HELIX ENERGY SOLUTIONS GROUP INC 10-Q

Item 1. Financial Statements HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) June 30, 2020 December 31, 2019 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 178,367 $ 208,431 Restricted cash 42,127 54,130 Accounts receivable, net of allowance for credit losses of $ 3,209 and $ 0 , respectively 165,941 125,457 Other current assets 91,818 50,450 Total current assets 478,253 438,468 Property and equipment 2,879,522 2,922,274 Less accumulated depreciation ( 1,100,105 ) ( 1,049,637 ) Property and equipment, net 1,779,417 1,872,637 Operating lease right-of-use assets 174,803 201,118 Other assets, net 52,196 84,508 Total assets $ 2,484,669 $ 2,596,731 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 71,402 $ 69,055 Accrued liabilities 80,268 62,389 Current maturities of long-term debt 82,028 99,731 Current operating lease liabilities 53,023 53,785 Total current liabilities 286,721 284,960 Long-term debt 304,834 306,122 Operating lease liabilities 124,983 151,827 Deferred tax liabilities 103,773 112,132 Other non-current liabilities 6,286 38,644 Total liabilities 826,597 893,685 Redeemable noncontrolling interests 3,372 3,455 Shareholders ’ equity: Common stock, no par, 240,000 shares authorized, 150,040 and 148,888 shares issued, respectively 1,318,531 1,318,961 Retained earnings 436,107 445,370 Accumulated other comprehensive loss ( 99,938 ) ( 64,740 ) Total shareholders ’ equity 1,654,700 1,699,591 Total liabilities, redeemable noncontrolling interests and shareholders ’ equity $ 2,484,669 $ 2,596,731 The accompanying notes are an integral part of these condensed consolidated financial statements. 3 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net revenues $ 199,147 $ 201,728 $ 380,168 $ 368,551 Cost of sales 169,571 161,794 348,582 312,363 Gross profit 29,576 39,934 31,586 56,188 Gain on disposition of assets, net 473 — 473 — Goodwill impairment — — ( 6,689 ) — Selling, general and administrative expenses ( 15,855 ) ( 16,862 ) ( 32,203 ) ( 32,847 ) Income (loss) from operations 14,194 23,072 ( 6,833 ) 23,341 Equity in losses of investment ( 2 ) ( 29 ) ( 22 ) ( 69 ) Net interest expense ( 7,063 ) ( 2,205 ) ( 12,809 ) ( 4,303 ) Loss on extinguishment of long-term debt — ( 18 ) — ( 18 ) Other expense, net ( 2,069 ) ( 1,311 ) ( 12,496 ) ( 145 ) Royalty income and other 119 190 2,318 2,535 Income (loss) before income taxes 5,179 19,699 ( 29,842 ) 21,341 Income tax provision (benefit) ( 271 ) 2,876 ( 21,364 ) 3,200 Net income (loss) 5,450 16,823 ( 8,478 ) 18,141 Net loss attributable to redeemable noncontrolling interests — ( 31 ) ( 1,990 ) ( 31 ) Net income (loss) attributable to common shareholders $ 5,450 $ 16,854 $ ( 6,488 ) $ 18,172 Earnings (loss) per share of common stock: Basic $ 0.04 $ 0.11 $ ( 0.06 ) $ 0.12 Diluted $ 0.04 $ 0.11 $ ( 0.06 ) $ 0.12 Weighted average common shares outstanding: Basic 148,971 147,521 148,917 147,471 Diluted 149,691 148,101 148,917 147,931 The accompanying notes are an integral part of these condensed consolidated financial statements. 4 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (in thousands) Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net income (loss) $ 5,450 $ 16,823 $ ( 8,478 ) $ 18,141 Other comprehensive income (loss), net of tax: Net unrealized gain (loss) on hedges arising during the period 1 ( 278 ) ( 95 ) ( 427 ) Reclassifications into earnings 25 1,975 452 3,821 Income taxes on hedges ( 6 ) ( 340 ) ( 72 ) ( 682 ) Net change in hedges, net of tax 20 1,357 285 2,712 Foreign currency translation loss ( 1,896 ) ( 3,065 ) ( 35,483 ) ( 263 ) Other comprehensive income (loss), net of tax ( 1,876 ) ( 1,708 ) ( 35,198 ) 2,449 Comprehensive income (loss) 3,574 15,115 ( 43,676 ) 20,590 Less comprehensive loss attributable to redeemable noncontrolling interests: Net loss — ( 31 ) ( 1,990 ) ( 31 ) Foreign currency translation loss ( 20 ) — ( 248 ) — Comprehensive loss attributable to redeemable noncontrolling interests ( 20 ) ( 31 ) ( 2,238 ) ( 31 ) Comprehensive income (loss) attributable to common shareholders $ 3,594 $ 15,146 $ ( 41,438 ) $ 20,621 The accompanying notes are an integral part of these condensed consolidated financial statements. 5 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) (in thousands) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity Redeemable Noncontrolling Interests Shares Amount Balance, March 31, 2020 149,962 $ 1,316,401 $ 430,726 $ ( 98,062 ) $ 1,649,065 $ 3,323 Net income — — 5,450 — 5,450 — Foreign currency translation adjustments — — — ( 1,896 ) ( 1,896 ) ( 20 ) Unrealized gain on hedges, net of tax — — — 20 20 — Accretion of redeemable noncontrolling interests — — ( 69 ) — ( 69 ) 69 Activity in company stock plans, net and other 78 217 — — 217 — Share-based compensation — 1,913 — — 1,913 — Balance, June 30, 2020 150,040 $ 1,318,531 $ 436,107 $ ( 99,938 ) $ 1,654,700 $ 3,372 Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity Redeemable Noncontrolling Interests Shares Amount Balance, March 31, 2019 148,785 $ 1,310,738 $ 388,912 $ ( 69,807 ) $ 1,629,843 $ — Net income (loss) — — 16,854 — 16,854 ( 31 ) Foreign currency translation adjustments — — — ( 3,065 ) ( 3,065 ) — Unrealized gain on hedges, net of tax — — — 1,357 1,357 — Issuance of redeemable noncontrolling interests — — — — — 3,396 Accretion of redeemable noncontrolling interests — — ( 18 ) — ( 18 ) 18 Activity in company stock plans, net and other ( 26 ) ( 320 ) — — ( 320 ) — Share-based compensation — 3,745 — — 3,745 — Balance, June 30, 2019 148,759 $ 1,314,163 $ 405,748 $ ( 71,515 ) $ 1,648,396 $ 3,383 The accompanying notes are an integral part of these condensed consolidated financial statements. 6 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) (in thousands) Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity Redeemable Noncontrolling Interests Shares Amount Balance, December 31, 2019 148,888 $ 1,318,961 $ 445,370 $ ( 64,740 ) $ 1,699,591 $ 3,455 Net loss — — ( 6,488 ) — ( 6,488 ) ( 1,990 ) Expected credit losses recognized in retained earnings upon adoption of ASU 2016-13 — — ( 620 ) — ( 620 ) — Foreign currency translation adjustments — — — ( 35,483 ) ( 35,483 ) ( 248 ) Unrealized gain on hedges, net of tax — — — 285 285 — Accretion of redeemable noncontrolling interests — — ( 2,155 ) — ( 2,155 ) 2,155 Activity in company stock plans, net and other 1,152 ( 4,513 ) — — ( 4,513 ) — Share-based compensation — 4,083 — — 4,083 — Balance, June 30, 2020 150,040 $ 1,318,531 $ 436,107 $ ( 99,938 ) $ 1,654,700 $ 3,372 Common Stock Retained Earnings Accumulated Other Comprehensive Loss Total Shareholders’ Equity Redeemable Noncontrolling Interests Shares Amount Balance, December 31, 2018 148,203 $ 1,308,709 $ 383,034 $ ( 73,964 ) $ 1,617,779 $ — Net income (loss) — — 18,172 — 18,172 ( 31 ) Reclassification of deferred gain from sale and leaseback transaction to retained earnings — — 4,560 — 4,560 — Foreign currency translation adjustments — — — ( 263 ) ( 263 ) — Unrealized gain on hedges, net of tax — — — 2,712 2,712 — Issuance of redeemable noncontrolling interests — — — — — 3,396 Accretion of redeemable noncontrolling interests — — ( 18 ) — ( 18 ) 18 Activity in company stock plans, net and other 556 ( 979 ) — — ( 979 ) — Share-based compensation — 6,433 — — 6,433 — Balance, June 30, 2019 148,759 $ 1,314,163 $ 405,748 $ ( 71,515 ) $ 1,648,396 $ 3,383 The accompanying notes are an integral part of these condensed consolidated financial statements. 7 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) Six Months Ended June 30, 2020 2019 Cash flows from operating activities: Net income (loss) $ ( 8,478 ) $ 18,141 Adjustments to reconcile net income (loss) to net cash used in operating activities: Depreciation and amortization 65,567 56,512 Goodwill impairment 6,689 — Amortization of debt discounts 3,316 3,070 Amortization of debt issuance costs 1,619 1,896 Share-based compensation 4,245 6,501 Deferred income taxes ( 7,098 ) 845 Equity in losses of investment 22 69 Gain on disposition of assets, net ( 473 ) — Loss on extinguishment of long-term debt — 18 Unrealized gain on derivative contracts, net ( 601 ) ( 1,740 ) Unrealized foreign currency loss 10,433 ( 568 ) Changes in operating assets and liabilities: Accounts receivable, net ( 44,698 ) ( 30,656 ) Income tax receivable ( 19,078 ) ( 3,122 ) Other current assets ( 23,751 ) ( 2,957 ) Accounts payable and accrued liabilities 35,219 665 Other, net ( 16,891 ) ( 16,113 ) Net cash provided by operating activities 6,042 32,561 Cash flows from investing activities: Capital expenditures ( 17,579 ) ( 27,458 ) STL acquisition, net — ( 4,081 ) Proceeds from sale of assets 498 2,525 Net cash used in investing activities ( 17,081 ) ( 29,014 ) Cash flows from financing activities: Proceeds from term loan — 35,000 Repayment of term loans ( 1,750 ) ( 33,692 ) Repayment of Nordea Q5000 Loan ( 17,858 ) ( 17,857 ) Repayment of MARAD Debt ( 3,556 ) ( 3,387 ) Debt issuance costs ( 310 ) ( 1,485 ) Payments related to tax withholding for share-based compensation ( 5,150 ) ( 1,329 ) Proceeds from issuance of ESPP shares 475 281 Net cash used in financing activities ( 28,149 ) ( 22,469 ) Effect of exchange rate changes on cash and cash equivalents and restricted cash ( 2,879 ) 605 Net decrease in cash and cash equivalents and restricted cash ( 42,067 ) ( 18,317 ) Cash and cash equivalents and restricted cash: Balance, beginning of year 262,561 279,459 Balance, end of period $ 220,494 $ 261,142 The accompanying notes are an integral part of these condensed consolidated financial statements. 8 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Basis of Presentation and New Accounting Standards The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its subsidiaries (collectively, “Helix”). Unless the context indicates otherwise, the terms “we,” “us” and “our” in this report refer collectively to Helix and its subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP in U.S. dollars and are consistent in all material respects with those applied in our 2019 Annual Report on Form 10-K (our “2019 Form 10-K”) with the exception of the impact of adopting the new credit loss accounting standard in 2020 (see below). The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income and statements of cash flows, as applicable. The operating results for the three- and six-month periods ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Our balance sheet as of December 31, 2019 included herein has been derived from the audited balance sheet as of December 31, 2019 included in our 2019 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in our 2019 Form 10-K. Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format. COVID-19 In March 2020, the World Health Organization classified the outbreak of COVID-19 as a pandemic. The nature of COVID-19 led to worldwide shutdowns and halting of commercial and interpersonal activity, as governments around the world imposed regulations in efforts to control the spread of COVID-19 such as shelter-in-place orders, quarantines, executive orders and similar restrictions. As a result, the global economy has been marked by significant slowdown and uncertainty, which led to a precipitous decline in oil prices in response to demand concerns and global storage considerations. The decline in oil prices has resulted in a significantly weaker outlook for oil and gas producers, many of which are cutting their capital and operating budgets. Our financial statements for the three- and six-month periods ended June 30, 2020 reflect the impact of these events and current market conditions, which include the recognition of goodwill impairment losses (Note 6) and tax benefits resulting from the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (Note 8), reduced utilization on our vessels due to customers deferring work as well as costs related to our crew changes. The continued spread of, or failure to contain, COVID-19 or continued oil price volatility could result in further adverse impact on our results of operations, cash flows and financial position, including further asset impairments. New accounting standards adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments,” which was updated by subsequent amendments. This ASU replaces the current incurred loss model for measurement of credit losses on financial assets (including trade receivables) with a forward-looking expected loss model based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance became effective for us as of January 1, 2020 and resulted in the recognition of $ 0.6 million (net of deferred taxes of $ 0.2 million) of allowances for expected credit losses related to our accounts receivable through a cumulative effect offset to retained earnings. The new credit loss standard is expected to accelerate recognition of credit losses on our accounts receivable. See Note 17 for additional information regarding allowance for credit losses on our accounts receivable. 9 Table of Contents New accounting standards issued but not yet effective We do not expect any other new accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. Note 2 — Company Overview We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We provide services and methodologies that we believe are critical to maximizing production economics. Our services cover the lifecycle of an offshore oil or gas field. Our services also include subsea cable burial and seabed clearing services for the offshore renewable energy sector. We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions. Our services are segregated into three reportable business segments: Well Intervention, Robotics and Production Facilities (Note 13). Our Well Intervention segment includes our vessels and/or equipment used to perform well intervention services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa. Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and two chartered monohull vessels, the Siem H elix 1 and the Siem Helix 2 . Our well intervention equipment includes intervention riser systems (“IRSs”) and subsea intervention lubricators (“SILs”), some of which we provide on a stand-alone basis. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and a ROVDrill, which are designed to complement well intervention services and offshore construction to both the oil and gas and the renewable energy markets. Our Robotics segment also includes two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels as needed, including the Ross Candies , which is under a flexible charter agreement through August 2020. Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), our ownership interest in Independence Hub, LLC (“Independence Hub”) (Note 4), and our ownership of oil and gas properties. All of our current production facilities activities are located in the Gulf of Mexico. On May 29, 2019, we acquired a 70 % controlling interest in Subsea Technologies Group Limited (“STL”), a subsea engineering firm based in Aberdeen, Scotland, for $ 5.1 million. The holders of the remaining 30 % noncontrolling interest have the right to put their shares to us in June 2024. These redeemable noncontrolling interests were recognized as temporary equity at their estimated fair value of $ 3.4 million at the acquisition date. In March 2020, we recorded an impairment loss to write off the goodwill associated with the STL acquisition (Note 6). STL is included in our Well Intervention segment (Note 13) and its revenue and earnings are immaterial to our consolidated results. Note 3 — Details of Certain Accounts Other current assets consist of the following (in thousands): June 30, 2020 December 31, 2019 Contract assets (Note 10) $ 443 $ 740 Prepaids 11,001 12,635 Deferred costs (Note 10) 25,774 28,340 Income tax receivable 18,927 1,261 Other receivable (1) 28,541 — Other 7,132 7,474 Total other current assets $ 91,818 $ 50,450 (1) Agreed-upon amounts to be paid by Marathon Oil Corporation (“Marathon Oil”) as the required plug and abandonment (“P&A”) work is completed (Note 14). 10 Table of Contents Other assets, net consist of the following (in thousands): June 30, 2020 December 31, 2019 Prepaids $ 611 $ 777 Deferred recertification and dry dock costs, net 27,020 16,065 Deferred costs (Note 10) 6,289 14,531 Charter deposit (1) 12,544 12,544 Other receivable (2) — 27,264 Goodwill (Note 6) — 7,157 Intangible assets with finite lives, net 3,645 3,847 Other 2,087 2,323 Total other assets, net $ 52,196 $ 84,508 (1) This amount is deposited with the owner of the Siem Helix 2 to offset certain payment obligations associated with the vessel at the end of the charter term. (2) Agreed-upon amounts to be paid by Marathon Oil as the required P&A work is completed (Note 14). Accrued liabilities consist of the following (in thousands): June 30, 2020 December 31, 2019 Accrued payroll and related benefits $ 21,800 $ 31,417 Investee losses in excess of investment (Note 4) 2,248 4,069 Deferred revenue (Note 10) 10,530 11,568 Asset retirement obligations (Note 14) 29,562 — Derivative liability (Note 19) — 1,002 Other 16,128 14,333 Total accrued liabilities $ 80,268 $ 62,389 Other non-current liabilities consist of the following (in thousands): June 30, 2020 December 31, 2019 Deferred revenue (Note 10) $ 4,262 $ 8,286 Asset retirement obligations (Note 14) — 28,258 Other 2,024 2,100 Total other non-current liabilities $ 6,286 $ 38,644 11 Table of Contents Note 4 — Equity Method Investments We have a 20 % ownership interest in Independence Hub that we account for using the equity method of accounting. Independence Hub owns the “Independence Hub” platform, which is in the process of being decommissioned and is expected to be substantially completed within the next 12 months. The liability balances for our share of Independence Hub’s estimated obligations, net of remaining working capital, were $ 2.2 million at June 30, 2020 and $ 4.1 million at December 31, 2019. Note 5 — Leases We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. We also sublease some of our facilities under non-cancelable sublease agreements. The following table details the components of our lease cost (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Operating lease cost $ 16,106 $ 18,056 $ 32,429 $ 36,189 Variable lease cost 3,840 3,222 7,052 6,297 Short-term lease cost 9,992 4,804 17,166 8,962 Sublease income ( 328 ) ( 373 ) ( 607 ) ( 726 ) Net lease cost $ 29,610 $ 25,709 $ 56,040 $ 50,722 Maturities of our operating lease liabilities as of June 30, 2020 are as follows (in thousands): Vessels Facilities and Equipment Total Remainder of 2020 $ 29,916 $ 3,051 $ 32,967 2021 54,347 5,598 59,945 2022 52,106 5,093 57,199 2023 34,580 4,562 39,142 2024 2,470 4,296 6,766 Thereafter — 5,937 5,937 Total lease payments $ 173,419 $ 28,537 $ 201,956 Less: imputed interest ( 18,665 ) ( 5,285 ) ( 23,950 ) Total operating lease liabilities $ 154,754 $ 23,252 $ 178,006 Current operating lease liabilities $ 48,351 $ 4,672 $ 53,023 Non-current operating lease liabilities 106,403 18,580 124,983 Total operating lease liabilities $ 154,754 $ 23,252 $ 178,006 12 Table of Contents Maturities of our operating lease liabilities as of December 31, 2019 are as follows (in thousands): Vessels Facilities and Equipment Total 2020 $ 60,210 $ 6,610 $ 66,820 2021 54,564 5,888 60,452 2022 52,106 5,257 57,363 2023 34,580 4,622 39,202 2024 2,470 4,349 6,819 Thereafter — 6,251 6,251 Total lease payments $ 203,930 $ 32,977 $ 236,907 Less: imputed interest ( 24,846 ) ( 6,449 ) ( 31,295 ) Total operating lease liabilities $ 179,084 $ 26,528 $ 205,612 Current operating lease liabilities $ 48,716 $ 5,069 $ 53,785 Non-current operating lease liabilities 130,368 21,459 151,827 Total operating lease liabilities $ 179,084 $ 26,528 $ 205,612 The following table presents the weighted average remaining lease term and discount rate: June 30, 2020 December 31, 2019 Weighted average remaining lease term 3.5 years 4.0 years Weighted average discount rate 7.53 % 7.54 % The following table presents other information related to our operating leases (in thousands): Six Months Ended June 30, 2020 2019 Cash paid for operating lease liabilities $ 32,731 $ 35,784 ROU assets obtained in exchange for new operating lease obligations — 671 Note 6 — Goodwill The changes in the carrying amount of goodwill are as follows (in thousands): Well Intervention Balance at December 31, 2019 $ 7,157 Impairment loss (1) ( 6,689 ) Other adjustments (2) ( 468 ) Balance at June 30, 2020 $ — 13 Table of Contents (1) As a result of the decline in oil prices as well as energy and energy services valuations during the first quarter 2020 due to the ongoing COVID-19 pandemic and the price war among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”), we identified that it was more likely than not that the fair value of goodwill associated with our STL acquisition was less than its carrying amount. Based on the result of our goodwill impairment test as of March 31, 2020, we recorded a charge to write off the carrying amount of the goodwill. The fair value of the reporting unit used to determine the impairment was estimated using a discounted cash flow approach. (2) Relates to foreign currency adjustments. Note 7 — Long-Term Debt Scheduled maturities of our long-term debt outstanding as of June 30, 2020 are as follows (in thousands): Term Loan (1) 2022 Notes 2023 Notes MARAD Debt Nordea Q5000 Loan Total Less than one year $ 3,500 $ — $ — $ 7,378 $ 71,428 $ 82,306 One to two years 28,000 125,000 — 7,746 — 160,746 Two to three years — — — 8,133 — 8,133 Three to four years — — 125,000 8,538 — 133,538 Four to five years — — — 8,965 — 8,965 Over five years — — — 19,294 — 19,294 Gross debt 31,500 125,000 125,000 60,054 71,428 412,982 Unamortized debt discounts (2) — ( 6,395 ) ( 12,829 ) — — ( 19,224 ) Unamortized debt issuance costs (3) ( 286 ) ( 971 ) ( 2,068 ) ( 3,293 ) ( 278 ) ( 6,896 ) Total debt 31,214 117,634 110,103 56,761 71,150 386,862 Less: current maturities ( 3,500 ) — — ( 7,378 ) ( 71,150 ) ( 82,028 ) Long-term debt $ 27,714 $ 117,634 $ 110,103 $ 49,383 $ — $ 304,834 (1) Term Loan pursuant to the Credit Agreement (as defined below) matures in December 2021. (2) Convertible Senior Notes due 2022 and 2023 will increase to their face amounts through accretion of their debt discounts to interest expense through May 2022 and September 2023, respectively. (3) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. Below is a summary of certain components of our indebtedness: Credit Agreement On June 30, 2017, we entered into an Amended and Restated Credit Agreement (and the amendments made thereafter, collectively the “Credit Agreement”) with a group of lenders led by Bank of America, N.A. (“Bank of America”). On June 28, 2019, we amended our existing term loan (the “Term Loan”) and revolving credit facility (the “Revolving Credit Facility”) under the Credit Agreement. The Credit Agreement is comprised of a $ 35 million Term Loan and a Revolving Credit Facility of $ 175 million and matures on December 31, 2021. The Revolving Credit Facility permits us to obtain letters of credit up to a sublimit of $ 25 million. Pursuant to the Credit Agreement, subject to existing lender participation and/or the participation of new lenders, and subject to standard conditions precedent, we may request aggregate commitments of up to $ 100 million with respect to an increase in the Revolving Credit Facility. As of June 30, 2020, we had no borrowings under the Revolving Credit Facility, and our available borrowing capacity under that facility, based on the leverage ratios, totaled $ 172.4 million, net of $ 2.6 million of letters of credit issued under that facility. 14 Table of Contents Borrowings under the Credit Agreement bear interest, at our election, at either Bank of America’s base rate, the LIBOR or a comparable successor rate, or a combination thereof. The Term Loan bearing interest at the base rate will bear interest at a per annum rate equal to Bank of America’s base rate plus a margin of 2.25 %. The Term Loan bearing interest at a LIBOR rate will bear interest per annum at the LIBOR or a comparable successor rate selected by us plus a margin of 3.25 %. The interest rate on the Term Loan was 3.43 % as of June 30, 2020. Borrowings under the Revolving Credit Facility bearing interest at the base rate will bear interest at a per annum rate equal to Bank of America’s base rate plus a margin ranging from 1.50 % to 2.50 %. Borrowings under the Revolving Credit Facility bearing interest at a LIBOR rate will bear interest per annum at the LIBOR or a comparable successor rate selected by us plus a margin ranging from 2.50 % to 3.50 %. A letter of credit fee is payable by us equal to the applicable margin for LIBOR rate loans multiplied by the daily amount available to be drawn under the applicable letter of credit. Margins on borrowings under the Revolving Credit Facility will vary in relation to the Consolidated Total Leverage Ratio (as defined below) as provided for in the Credit Agreement. We also pay a fixed commitment fee of 0.50 % per annum on the unused portion of the Revolving Credit Facility. The Term Loan principal is required to be repaid in quarterly installments of 2.5 % of the aggregate principal amount of the Term Loan, with a balloon payment at maturity. Installment amounts are subject to adjustment for any prepayments on the Term Loan. We may prepay indebtedness outstanding under the Term Loan without premium or penalty, but may not reborrow any amounts prepaid. We may prepay indebtedness outstanding under the Revolving Credit Facility without premium or penalty, and may reborrow any amounts prepaid up to the amount available under the Revolving Credit Facility. Our obligations under the Credit Agreement, and those of our subsidiary guarantors under their guarantee, are secured by (i) most of the assets of the parent company, (ii) the shares of our domestic subsidiaries (other than Cal Dive I - Title XI, Inc.) and of Helix Robotics Solutions Limited and (iii) most of the assets of our domestic subsidiaries (other than Cal Dive I - Title XI, Inc.) and of Helix Robotics Solutions Limited. In addition, these obligations are secured by pledges of up to 66 % of the shares of certain foreign subsidiaries (restricted subsidiaries). The Credit Agreement and the other documents entered into in connection with the Credit Agreement include terms and conditions, including covenants, which we consider customary for this type of transaction. The covenants include certain restrictions on our and certain of our subsidiaries’ ability to grant liens, incur indebtedness, make investments, merge or consolidate, sell or transfer assets, pay dividends and make capital expenditures. In addition, the Credit Agreement obligates us to meet minimum ratio requirements of EBITDA to interest charges (Consolidated Interest Coverage Ratio), funded debt to EBITDA (Consolidated Total Leverage Ratio) and secured funded debt to EBITDA (Consolidated Secured Leverage Ratio). We may designate one or more of our new foreign subsidiaries as subsidiaries not generally subject to the covenants in the Credit Agreement (the “Unrestricted Subsidiaries”). The Unrestricted Subsidiaries are not pledged as collateral under the Credit Agreement, and the debt and EBITDA of the Unrestricted Subsidiaries with the exception of Helix Q5000 Holdings, S.à r.l. (“Q5000 Holdings”), a wholly owned Luxembourg subsidiary of Helix Vessel Finance S.à r.l., are not included in the calculations of our financial covenants except to the extent of any cash actually distributed by such subsidiary of Helix. Convertible Senior Notes Due 2022 (“2022 Notes”) The 2022 Notes bear interest at a rate of 4.25 % per annum and are payable semi-annually in arrears on November 1 and May 1 of each year, beginning on May 1, 2017. The 2022 Notes mature on May 1, 2022 unless earlier converted, redeemed or repurchased. During certain periods and subject to certain conditions, the 2022 Notes are convertible by the holders into shares of our common stock at an initial conversion rate of 71.9748 shares of our common stock per $1,000 principal amount (which represents an initial conversion price of approximately $ 13.89 per share of common stock), subject to adjustment in certain circumstances. We have the right and the intention to settle the principal amount of any such future conversions in cash. Prior to November 1, 2019, the 2022 Notes were not redeemable. Beginning November 1, 2019, if certain conditions are met, we may redeem all or any portion of the 2022 Notes at a redemption price payable in cash equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” (as defined in the indenture governing the 2022 Notes). Holders of the 2022 Notes may require us to repurchase the notes following a “fundamental change” (as defined in the indenture governing the 2022 Notes). 15 Table of Contents The indenture governing the 2022 Notes contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee under the indenture or the holders of not less than 25 % in aggregate principal amount then outstanding under the 2022 Notes may declare the entire principal amount of all the notes, and the interest accrued on such notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a subsidiary, the principal amount of the 2022 Notes together with any accrued and unpaid interest thereon will become immediately due and payable. The 2022 Notes are separated between the equity component of $ 11.0 million recognized in shareholders’ equity and the debt component which is presented as long-term debt, net of unamortized debt discount and debt issuance costs. The effective interest rate for the 2022 Notes is 7.3 % after considering the effect of the accretion of the related debt discount over the term of the 2022 Notes. For the three- and six-month periods ended June 30, 2020, interest expense (including amortization of the debt discount) related to the 2022 Notes totaled $ 2.1 million and $ 4.3 million, respectively. For the three- and six-month periods ended June 30, 2019, interest expense (including amortization of the debt discount) related to the 2022 Notes totaled $ 2.1 million and $ 4.2 million, respectively. The remaining unamortized debt discount of the 2022 Notes was $ 6.4 million at June 30, 2020 and $ 8.0 million at December 31, 2019. Convertible Senior Notes Due 2023 (“2023 Notes”) The 2023 Notes bear interest at a rate of 4.125 % per annum and are payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018. The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased. During certain periods and subject to certain conditions, the 2023 Notes are convertible by the holders into shares of our common stock at an initial conversion rate of 105.6133 shares of our common stock per $1,000 principal amount (which represents an initial conversion price of approximately $ 9.47 per share of common stock), subject to adjustment in certain circumstances. We have the right and the intention to settle the principal amount of any such future conversions in cash. Prior to March 15, 2021, the 2023 Notes are not redeemable. On or after March 15, 2021, if certain conditions are met, we may redeem all or any portion of the 2023 Notes at a redemption price payable in cash equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” (as defined in the indenture governing the 2023 Notes). Holders of the 2023 Notes may require us to repurchase the notes following a “fundamental change” (as defined in the indenture governing the 2023 Notes). The indenture governing the 2023 Notes contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee under the indenture or the holders of not less than 25 % in aggregate principal amount then outstanding under the 2023 Notes may declare the entire principal amount of all the notes, and the interest accrued on such notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2023 Notes together with any accrued and unpaid interest thereon will become immediately due and payable. The 2023 Notes are separated between the equity component of $ 15.9 million recognized in shareholders’ equity and the debt component which is presented as long-term debt, net of unamortized debt discount and debt issuance costs. The effective interest rate for the 2023 Notes is 7.8 % after considering the effect of the accretion of the related debt discount over the term of the 2023 Notes. For the three- and six-month periods ended June 30, 2020, interest expense (including amortization of the debt discount) related to the 2023 Notes totaled $ 2.2 million and $ 4.3 million, respectively. For the three- and six-month periods ended June 30, 2019, interest expense (including amortization of the debt discount) related to the 2023 Notes totaled $ 2.1 million and $ 4.2 million, respectively. The remaining unamortized debt discount of the 2023 Notes was $ 12.8 million at June 30, 2020 and $ 14.5 million at December 31, 2019. MARAD Debt This U.S. government-guaranteed financing (the “MARAD Debt”), pursuant to Title XI of the Merchant Marine Act of 1936 administered by the Maritime Administration, was used to finance the construction of the Q4000 . The MARAD Debt is collateralized by the Q4000 and is guaranteed 50 % by us. The MARAD Debt is payable in equal semi-annual installments, matures in February 2027 and bears interest at a rate of 4.93 %. 16 Table of Contents Nordea Credit Agreement In September 2014, Q5000 Holdings entered into a credit agreement (the “Nordea Credit Agreement”) with a syndicated bank lending group for a term loan (the “Nordea Q5000 Loan”) in an amount of up to $ 250 million. The Nordea Q5000 Loan was funded in the amount of $ 250 million in April 2015 at the time the Q5000 was delivered to us. Helix Vessel Finance S.à r.l., a direct wholly owned Luxembourg subsidiary of Helix, guaranteed the Nordea Q5000 Loan. The loan is secured by the Q5000 and its charter earnings as well as by a pledge of the shares of Q5000 Holdings. This indebtedness is non-recourse to Helix. We amended the Nordea Q5000 Loan on March 11, 2020. Prior to the amendment, the Nordea Q5000 Loan incurred interest at a LIBOR rate plus a margin of 2.5 % and was repayable in scheduled quarterly principal installments of $ 8.9 million with a balloon payment of $ 80.4 million on April 30, 2020. The amendment increases the margin to 2.75 %, maintains the existing quarterly amortization requirements, and extends the final maturity to January 31, 2021 with a balloon payment on that date of $ 53.6 million. The remaining principal balance and unamortized debt issuance costs related to the Nordea Q5000 Loan are classified as current in the accompanying condensed consolidated balance sheets. We may elect to prepay indebtedness outstanding under the Nordea Q5000 Loan without premium or penalty, but may not reborrow any amounts prepaid. Quarterly principal installments are subject to adjustment for any prepayments on this debt. The Nordea Credit Agreement and related loan documents include terms and conditions, including covenants and prepayment requirements, that we consider customary for this type of transaction. The covenants include restrictions on Q5000 Holdings’s ability to grant liens, incur indebtedness, make investments, merge or consolidate, sell or transfer assets, and pay dividends. In addition, the Nordea Credit Agreement obligates Q5000 Holdings to meet certain minimum financial requirements, including liquidity, consolidated debt service coverage and collateral maintenance. Other In accordance with the Credit Agreement, the 2022 Notes, the 2023 Notes, the MARAD Debt agreements and the Nordea Credit Agreement, we are required to comply with certain covenants, including with respect to the Credit Agreement, certain financial ratios such as a consolidated interest coverage ratio, a consolidated total leverage ratio and a consolidated secured leverage ratio, as well as the maintenance of minimum cash balance, net worth, working capital and debt-to-equity requirements. As of June 30, 2020, we were in compliance with these covenants. The following table details the components of our net interest expense (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Interest expense $ 7,179 $ 8,045 $ 14,573 $ 15,941 Interest income ( 116 ) ( 675 ) ( 582 ) ( 1,433 ) Capitalized interest — ( 5,165 ) ( 1,182 ) ( 10,205 ) Net interest expense $ 7,063 $ 2,205 $ 12,809 $ 4,303 17 Table of Contents Note 8 — Income Taxes We believe that our recorded deferred tax assets and liabilities are reasonable. However, tax laws and regulations are subject to interpretation, and the outcomes of tax disputes are inherently uncertain; therefore, our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions. The CARES Act, which was signed into law on March 27, 2020, is an economic stimulus package designed to aid in offsetting the economic damage caused by the ongoing COVID-19 pandemic and includes various changes to U.S. income tax regulations. The CARES Act permits the carryback of certain net operating losses, which previously had been required to be carried forward, at the tax rates applicable in the relevant carryback year. As a result of these changes, we recognized an estimated $ 5.2 million net tax benefit in the six-month period ended June 30, 2020, consisting of a $ 15.8 million current tax benefit and a $ 10.6 million deferred tax expense. This $ 5.2 million net tax benefit resulted from our deferred tax assets related to our net operating losses in the U.S. being utilized at the previous higher income tax rate applicable to the carryback periods. We adopted the discrete effective tax rate method for recording income taxes for the three- and six-month periods ended June 30, 2020. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. We believe that the use of the discrete method is more appropriate than the annual effective tax rate method because of the current high degree of uncertainty in estimating annual pretax earnings created by uncertainty in future market conditions caused by the ongoing COVID-19 pandemic as well as uncertainty in the oil and gas market. We will re-evaluate our use of this method each quarter until such time as a return to the annualized effective tax rate method is deemed appropriate. Income taxes are provided based on the U.S. statutory rate and the local statutory rate for each foreign jurisdiction adjusted for items that are required for federal and foreign income tax reporting purposes. The effective tax rate for the three-month period ended June 30, 2020 was negative primarily due to the earnings mix between our higher and lower tax rate jurisdictions. The effective tax rate for the six-month loss period ended June 30, 2020 was higher than the U.S. statutory rate primarily due to our carrying back certain net operating losses to prior periods with higher income tax rates as well as the restructuring of certain foreign subsidiaries. The effective tax rates for the three- and six-month periods ended June 30, 2019 were lower than the U.S. statutory rate primarily due to a significant portion of our earnings being generated in certain jurisdictions with lower tax rates. The primary differences between the income tax provision (benefit) at the U.S. statutory rate and our actual income tax provision (benefit) are as follows: Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Taxes at U.S. statutory rate $ 1,087 21.0 % $ 4,137 21.0 % $ ( 6,267 ) 21.0 % $ 4,482 21.0 % Foreign tax provision ( 2,166 ) ( 41.8 ) ( 1,664 ) ( 8.4 ) ( 1,116 ) 3.7 ( 1,914 ) ( 9.0 ) CARES Act 580 11.2 — — ( 5,234 ) 17.6 — — Subsidiary restructuring — — — — ( 8,333 ) 27.9 — — Other 228 4.4 403 2.0 ( 414 ) 1.4 632 3.0 Income tax provision (benefit) $ ( 271 ) ( 5.2 ) % $ 2,876 14.6 % $ ( 21,364 ) 71.6 % $ 3,200 15.0 % 18 Table of Contents Note 9 — Shareholders’ Equity The components of accumulated other comprehensive loss (“accumulated OCI”) are as follows (in thousands): June 30, 2020 December 31, 2019 Cumulative foreign currency translation adjustment $ ( 99,938 ) $ ( 64,455 ) Net unrealized loss on hedges, net of tax (1) — ( 285 ) Accumulated OCI $ ( 99,938 ) $ ( 64,740 ) (1) Relates to foreign currency hedges for the Grand Canyon III charter as well as interest rate hedge contracts for the Nordea Q5000 Loan (Note 19). Note 10 — Revenue from Contracts with Customers Disaggregation of Revenue Our revenues are derived from short-term and long-term service contracts with customers. Our service contracts generally contain either provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) or lump sum payment provisions (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities. Contracts are classified as long-term if all or part of the contract is to be performed over a period extending beyond 12 months from the effective date of the contract. Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration. The following table provides information about disaggregated revenue by contract duration (in thousands): Well Intervention Robotics Production Facilities Intercompany Eliminations (1) Total Revenue Three months ended June 30, 2020 Short-term $ 55,368 $ 36,084 $ — $ — $ 91,452 Long-term 90,473 14,752 13,593 ( 11,123 ) 107,695 Total $ 145,841 $ 50,836 $ 13,593 $ ( 11,123 ) $ 199,147 Three months ended June 30, 2019 Short-term $ 62,788 $ 28,701 $ — $ — $ 91,489 Long-term 96,286 16,745 15,621 ( 18,413 ) 110,239 Total $ 159,074 $ 45,446 $ 15,621 $ ( 18,413 ) $ 201,728 Six months ended June 30, 2020 Short-term $ 137,692 $ 58,525 $ — $ — $ 196,217 Long-term 148,801 27,569 29,134 ( 21,553 ) 183,951 Total $ 286,493 $ 86,094 $ 29,134 $ ( 21,553 ) $ 380,168 Six months ended June 30, 2019 Short-term $ 92,593 $ 53,631 $ — $ — $ 146,224 Long-term 188,712 30,856 30,874 ( 28,115 ) 222,327 Total $ 281,305 $ 84,487 $ 30,874 $ ( 28,115 ) $ 368,551 (1) Intercompany revenues among our business segments are under agreements that are considered long-term. 19 Table of Contents Contract Balances Accounts receivable are recognized when our right to consideration becomes unconditional. Accounts receivable that have been billed to customers are recorded as trade accounts receivable while accounts receivable that have not been billed to customers are recorded as unbilled accounts receivable. Contract assets are rights to consideration in exchange for services that we have provided to a customer when those rights are conditioned on our future performance. Contract assets generally consist of (i) demobilization fees recognized ratably over the contract term but invoiced upon completion of the demobilization activities and (ii) revenue recognized in excess of the amount billed to the customer for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract assets are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3). Contract assets were $ 0.4 million at June 30, 2020 and $ 0.7 million at December 31, 2019. We had no impairment losses on our contract assets for the three- and six-month periods ended June 30, 2020 and 2019. Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer. Contract liabilities may consist of (i) advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 3). Contract liabilities totaled $ 14.8 million at June 30, 2020 and $ 19.9 million at December 31, 2019. Revenue recognized for the three- and six-month periods ended June 30, 2020 included $ 3.5 million and $ 6.4 million, respectively, that were included in the contract liability balance at the beginning of each period. Revenue recognized for the three- and six-month periods ended June 30, 2019 included $ 2.6 million and $ 5.2 million, respectively, that were included in the contract liability balance at the beginning of each period. We report the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period. Performance Obligations As of June 30, 2020, $ 574.2 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 262.8 million in 2020, $ 221.5 million in 2021 and $ 89.9 million in 2022 and thereafter. These amounts include fixed consideration and estimated variable consideration for both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of our contracts, and the expected timing for revenue recognition is based on the estimated start date and duration of each contract according to the information known at June 30, 2020. For the three- and six-month periods ended June 30, 2020 and 2019, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial. Contract Fulfillment Costs Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 3). Our deferred contract costs totaled $ 32.1 million at June 30, 2020 and $ 42.9 million at December 31, 2019. For the three- and six-month periods ended June 30, 2020, we recorded $ 8.8 million and $ 18.0 million, respectively, related to amortization of deferred contract costs existing at the beginning of each period. For the three- and six-month periods ended June 30, 2019, we recorded $ 8.2 million and $ 15.9 million, respectively, related to amortization of deferred contract costs existing at the beginning of each period. There were no associated impairment losses for any period presented. For additional information regarding revenue recognition, see Notes 2 and 12 to our 2019 Form 10-K. 20 Table of Contents Note 11 — Earnings Per Share We have shares of restricted stock issued and outstanding that are currently unvested. Shares of restricted stock are considered participating securities because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock. We are required to compute basic and diluted earnings per share (“EPS”) under the two-class method in periods in which we have earnings. Under the two-class method, the undistributed earnings for each period are allocated based on the participation rights of both common shareholders and the holders of any participating securities as if earnings for the respective periods had been distributed. Because the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. For periods in which we have a net loss we do not use the two-class method as holders of our restricted shares are not obligated to share in such losses. The presentation of basic EPS on the face of the accompanying condensed consolidated statements of operations is computed by dividing net income or loss by the weighted average shares of our common stock outstanding. The calculation of diluted EPS is similar to that for basic EPS, except that the denominator includes dilutive common stock equivalents and the numerator excludes the effects of dilutive common stock equivalents, if any. The computations of the numerator (income) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands): Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Income Shares Income Shares Basic: Net income attributable to common shareholders $ 5,450 $ 16,854 Less: Undistributed earnings allocated to participating securities ( 37 ) ( 141 ) Accretion of redeemable noncontrolling interests ( 69 ) ( 18 ) Net income available to common shareholders, basic $ 5,344 148,971 $ 16,695 147,521 Diluted: Net income available to common shareholders, basic $ 5,344 148,971 $ 16,695 147,521 Effect of dilutive securities: Share-based awards other than participating securities — 720 — 580 Net income available to common shareholders, diluted $ 5,344 149,691 $ 16,695 148,101 21 Table of Contents Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Income Shares Income Shares Basic: Net income (loss) attributable to common shareholders $ ( 6,488 ) $ 18,172 Less: Undistributed earnings allocated to participating securities — ( 159 ) Accretion of redeemable noncontrolling interests ( 2,155 ) ( 18 ) Net income (loss) available to common shareholders, basic $ ( 8,643 ) 148,917 $ 17,995 147,471 Diluted: Net income (loss) available to common shareholders, basic $ ( 8,643 ) 148,917 $ 17,995 147,471 Effect of dilutive securities: Share-based awards other than participating securities — — — 460 Net income (loss) available to common shareholders, diluted $ ( 8,643 ) 148,917 $ 17,995 147,931 We had a net loss for the six-month period ended June 30, 2020. Accordingly, our diluted EPS calculation for this period excluded any assumed exercise or conversion of common stock equivalents. These common stock equivalents were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands): Six Months Ended June 30, 2020 Diluted shares (as reported) 148,917 Share-based awards 980 Total 149,897 In addition, the following potentially dilutive shares related to the 2022 Notes and the 2023 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 2022 Notes 8,997 8,997 8,997 8,997 2023 Notes 13,202 13,202 13,202 13,202 22 Table of Contents Note 12 — Employee Benefit Plans Long-Term Incentive Plan As of June 30, 2020, there were 7.0 million shares of our common stock available for issuance under our 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). During the six-month period ended June 30, 2020, the following grants of share-based awards were made under the 2005 Incentive Plan: Date of Grant Shares/ Units Grant Date Fair Value Per Share/Unit Vesting Period January 2, 2020 (1) 369,938 $ 9.63 33% per year over three years January 2, 2020 (2) 369,938 13.15 100% on January 2, 2023 January 2, 2020 (3) 5,679 9.63 100% on January 1, 2022 April 1, 2020 (3) 43,351 1.64 100% on January 1, 2022 (1) Reflects grants of restricted stock to our executive officers and select management employees. (2) Reflects grants of performance share units (“PSUs”) to our executive officers and select management employees. The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum amount of the award being 200 % of the original PSU awards and the minimum amount being zero . (3) Reflects grants of restricted stock to certain independent members of our Board of Directors who have elected to take their quarterly fees in stock in lieu of cash. Compensation cost for restricted stock is the product of the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. Forfeitures are recognized as they occur. For the three- and six-month periods ended June 30, 2020, $ 1.0 million and $ 2.1 million, respectively, were recognized as share-based compensation related to restricted stock. For the three- and six-month periods ended June 30, 2019, $ 2.4 million and $ 3.7 million, respectively, were recognized as share-based compensation related to restricted stock. The estimated fair value of PSUs is determined using a Monte Carlo simulation model. PSUs granted prior to 2017 were settled in cash and accounted for as liability awards. PSUs granted beginning in 2017 are to be settled solely in shares of our common stock and therefore are accounted for as equity awards. Compensation cost for PSUs that are accounted for as equity awards is measured based on the estimated grant date fair value and recognized over the vesting period on a straight-line basis as an increase to equity. For the three- and six-month periods ended June 30, 2020, $ 0.9 million and $ 2.0 million, respectively, were recognized as share-based compensation related to PSUs. For the three- and six-month periods ended June 30, 2019, $ 1.4 million and $ 2.7 million, respectively, were recognized as share-based compensation related to PSUs. In January 2020, based on the performance of our common stock over a three-year period, 589,335 equity PSU awards granted in 2017 vested at 200 % and resulted in the delivery of 1,178,670 shares of our common stock with a total market value of $ 11.4 million. In 2020 and 2019, we granted fixed-value cash awards of $ 4.7 million and $ 4.6 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years . For the three- and six-month periods ended June 30, 2020, $ 1.1 million and $ 2.3 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2019, $ 0.8 million and $ 1.6 million, respectively, were recognized as compensation cost. Defined Contribution Plan We sponsor a defined contribution 401(k) retirement plan. Our discretionary contributions, which were reactivated in April 2019, are in the form of cash and currently consist of a 50 % match of each participant’s contribution up to 5 % of the participant’s salary. 23 Table of Contents Employee Stock Purchase Plan We have an employee stock purchase plan (the “ESPP”). As of June 30, 2020, 1.8 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period. For more information regarding our employee benefit plans, including the 2005 Incentive Plan and the ESPP, see Note 14 to our 2019 Form 10-K. Note 13 — Business Segment Information We have three reportable business segments: Well Intervention, Robotics and Production Facilities. Our U.S., U.K. and Brazil well intervention operating segments are aggregated into the Well Intervention business segment for financial reporting purposes. Our Well Intervention reportable segment includes our vessels and/or equipment used to perform well intervention services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa. Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and the Siem Helix 1 and Siem Helix 2 chartered vessels. Our well intervention equipment includes IRSs and SILs, some of which we provide on a stand-alone basis. Our Robotics segment includes ROVs, trenchers and a ROVDrill, which are designed to complement well intervention services and offshore construction to both the oil and gas and the renewable energy markets. Our Robotics segment also includes two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels, including the Ross Candies, which is under a flexible charter agreement through August 2020. Our Production Facilities segment includes the HP I , the HFRS, our ownership interest in Independence Hub (Note 4) and our ownership of oil and gas properties (Note 14). All material intercompany transactions between the segments have been eliminated. We evaluate our performance based on operating income of each reportable segment. Certain financial data by reportable segment are summarized as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Net revenues — Well Intervention $ 145,841 $ 159,074 $ 286,493 $ 281,305 Robotics 50,836 45,446 86,094 84,487 Production Facilities 13,593 15,621 29,134 30,874 Intercompany eliminations ( 11,123 ) ( 18,413 ) ( 21,553 ) ( 28,115 ) Total $ 199,147 $ 201,728 $ 380,168 $ 368,551 Income (loss) from operations — Well Intervention $ 11,758 $ 26,672 $ 6,066 $ 36,313 Robotics 7,781 2,949 4,957 ( 955 ) Production Facilities 3,365 4,452 7,008 8,857 Segment operating income 22,904 34,073 18,031 44,215 Goodwill impairment (1) — — ( 6,689 ) — Corporate, eliminations and other ( 8,710 ) ( 11,001 ) ( 18,175 ) ( 20,874 ) Total $ 14,194 $ 23,072 $ ( 6,833 ) $ 23,341 (1) Relates to goodwill associated with our STL acquisition (Note 6). 24 Table of Contents Intercompany segment amounts are derived primarily from equipment and services provided to other business segments at rates consistent with those charged to third parties. Intercompany segment revenues are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Well Intervention (1) $ 3,910 $ 9,812 $ 7,214 $ 13,037 Robotics 7,213 8,601 14,339 15,078 Total $ 11,123 $ 18,413 $ 21,553 $ 28,115 (1) Both amounts in 2019 included $ 5.3 million associated with P&A work on one of the oil and gas properties in our Production Facilities segment (Note 14), which amounts are paid by Marathon Oil as the corresponding P&A work is completed. Segment assets are comprised of all assets attributable to each reportable segment. Corporate and other includes all assets not directly identifiable with our business segments, most notably the majority of our cash and cash equivalents. The following table reflects total assets by reportable segment (in thousands): June 30, 2020 December 31, 2019 Well Intervention $ 2,128,563 $ 2,180,180 Robotics 136,868 151,478 Production Facilities 135,474 142,624 Corporate and other 83,764 122,449 Total $ 2,484,669 $ 2,596,731 Note 14 — Asset Retirement Obligations Asset retirement obligations (“AROs”) are recorded at fair value and consist of estimated costs for subsea infrastructure P&A activities associated with our oil and gas properties acquired from Marathon Oil in January 2019, which costs are discounted to present value using a credit-adjusted risk-free discount rate. After its initial recognition, an ARO liability is increased for the passage of time as accretion expense, which is a component of our depreciation and amortization expense. An ARO liability may also change based on revisions in estimated costs and/or timing to settle the obligations. The following table describes the changes in our AROs (in thousands): AROs at January 1, 2020 $ 28,258 Accretion expense 1,304 AROs at June 30, 2020 $ 29,562 Note 15 — Commitments and Contingencies and Other Matters Commitments We have long-term charter agreements with Siem Offshore AS (“Siem”) for the Siem Helix 1 and Siem Helix 2 vessels used in connection with our contracts with Petróleo Brasileiro S.A. (“Petrobras”) to perform well intervention work offshore Brazil. The initial term of the charter agreements with Siem is for seven years , which expires in June 2023 for the Siem Helix 1 and in February 2024 for the Siem Helix 2 with options to extend. We have long-term charter agreements for the Grand Canyon II and Grand Canyon III vessels for use in our robotics operations. The charter agreements expire in April 2021 for the Grand Canyon II and in May 2023 for the Grand Canyon III . We took delivery of the Q7000 in November 2019 and the vessel commenced operations in January 2020. With the delivery of the Q7000 , all significant capital commitments have been completed. 25 Table of Contents Contingencies and Claims We believe that there are currently no contingencies that would have a material adverse effect on our financial position, results of operations and cash flows. Litigation We are involved in various legal proceedings, some involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act. In addition, from time to time we receive other claims, such as contract and employment-related disputes, in the normal course of business. Note 16 — Statement of Cash Flow Information We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of three months or less. We classify cash as restricted when there are legal or contractual restrictions for its withdrawal. As of June 30, 2020, we had restricted cash of $ 42.1 million, which serves as collateral for one project-related letter of credit. The letter of credit was cancelled in July 2020 and the restrictions on the cash were subsequently released. The following table provides supplemental cash flow information (in thousands): Six Months Ended June 30, 2020 2019 Interest paid, net of interest capitalized $ 8,413 $ 1,478 Income taxes paid 4,937 5,478 Our non-cash investing activities include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions totaled $ 1.6 million at June 30, 2020 and $ 10.2 million at December 31, 2019. Note 17 — Allowance for Credit Losses We estimate current expected credit losses on our accounts receivable at each reporting date. We estimate current expected credit losses based on our credit loss history, adjusted for current factors including global economic and business conditions, oil and gas industry and market conditions, customer mix, contract payment terms and past due accounts receivable. The following table sets forth the activity in our allowance for credit losses (in thousands): Allowance for Credit Losses Balance at December 31, 2019 $ — Initial adoption of ASU 2016-13 (Note 1) 785 Provision for current expected credit losses (1) 2,424 Balance at June 30, 2020 $ 3,209 (1) This amount consists of a $ 1.7 million credit loss reserve related to a receivable in our Robotics business segment and general current expected credit loss adjustments. 26 Table of Contents Note 18 — Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting rules establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: • Level 1 — Observable inputs such as quoted prices in active markets; • Level 2 — Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and • Level 3 — Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of three valuation approaches as follows: (a) Market Approach — Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. (b) Cost Approach — Amount that would be required to replace the service capacity of an asset (replacement cost). (c) Income Approach — Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models). Our financial instruments include cash and cash equivalents, receivables, accounts payable, long-term debt and derivative instruments. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments. The fair value of our derivative instruments (Note 19) reflects our best estimate and is based upon exchange or over-the-counter quotations whenever they are available. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, we utilize other valuation techniques or models to estimate market values. The fair value of our interest rate swaps is calculated as the discounted cash flows of the difference between the rate fixed by the hedging instrument and the LIBOR forward curve over the remaining term of the hedging instrument. The fair value of our foreign currency exchange contracts is calculated as the discounted cash flows of the difference between the fixed payment specified by the hedging instrument and the expected cash inflow of the forecasted transaction using a foreign currency forward curve. These modeling techniques require us to make estimations of future prices, price correlation, volatility and liquidity based on market data. As of June 30, 2020, there were no financial instruments measured at fair value on a recurring basis. The following table provides additional information relating to financial instruments measured at fair value on a recurring basis as of December 31, 2019 (in thousands): . Level 1 Level 2 Level 3 Total Valuation Approach Assets: Interest rate swaps $ — $ 44 $ — $ 44 (c) Liabilities: Foreign exchange contracts — hedging instruments — 401 — 401 (c) Foreign exchange contracts — non-hedging instruments — 601 — 601 (c) Total net liability $ — $ 958 $ — $ 958 27 Table of Contents The principal amount and estimated fair value of our long-term debt are as follows (in thousands): June 30, 2020 December 31, 2019 Principal Amount (1) Fair Value (2) (3) Principal Amount (1) Fair Value (2) (3) Term Loan (matures December 2021) $ 31,500 $ 30,476 $ 33,250 $ 32,959 Nordea Q5000 Loan (matures January 2021) (4) 71,428 71,830 89,286 89,398 MARAD Debt (matures February 2027) 60,054 65,444 63,610 68,643 2022 Notes (mature May 2022) 125,000 105,625 125,000 134,225 2023 Notes (mature September 2023) 125,000 99,375 125,000 162,188 Total debt $ 412,982 $ 372,750 $ 436,146 $ 487,413 (1) Principal amount includes current maturities and excludes the related unamortized debt discount and debt issuance costs. See Note 7 for additional disclosures on our long-term debt. (2) The estimated fair value of the 2022 Notes and the 2023 Notes was determined using Level 1 fair value inputs under the market approach. The fair value of the Term Loan, the Nordea Q5000 Loan and the MARAD Debt was estimated using Level 2 fair value inputs under the market approach, which was determined using a third-party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms. (3) The principal amount and estimated fair value of the 2022 Notes and the 2023 Notes are for the entire instrument inclusive of the conversion feature reported in shareholders’ equity. (4) The maturity date of the Nordea Q5000 was extended from April 2020 to January 2021 as a result of an amendment to the Nordea Credit Agreement in March 2020 (Note 7). Note 19 — Derivative Instruments and Hedging Activities Our business is exposed to market risks associated with interest rates and foreign currency exchange rates. Our risk management activities involve the use of derivative financial instruments to mitigate the impact of market risk exposure related to variable interest rates and foreign currency exchange rates. To reduce the impact of these risks on earnings and increase the predictability of our cash flows, from time to time we enter into derivative contracts, including interest rate swaps and foreign currency exchange contracts. All derivative instruments are reflected in the accompanying condensed consolidated balance sheets at fair value. We engage solely in cash flow hedges. Cash flow hedges are entered into to hedge the variability of cash flows related to a forecasted transaction or to be received or paid related to a recognized asset or liability. Changes in the fair value of derivative instruments that are designated as cash flow hedges are reported in OCI. These changes are subsequently reclassified into earnings when the hedged transactions affect earnings. Changes in the fair value of a derivative instrument that does not qualify for hedge accounting are recorded in earnings in the period in which the change occurs. For additional information regarding our accounting for derivative instruments and hedging activities, see Notes 2 and 21 to our 2019 Form 10-K. Interest Rate Risk From time to time, we enter into interest rate swaps to stabilize cash flows related to our long-term variable interest rate debt. In June 2015, we entered into interest rate swap contracts to fix the interest rate on $ 187.5 million of the Nordea Q5000 Loan. These swap contracts expired in April 2020. Our interest rate swap contracts qualified for cash flow hedge accounting treatment. Changes in the fair value of interest rate swaps were reported in accumulated OCI (net of tax). These changes were subsequently reclassified into earnings when the anticipated interest was recognized as interest expense. 28 Table of Contents Foreign Currency Exchange Rate Risk Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar. We enter into foreign currency exchange contracts from time to time to stabilize expected cash outflows related to forecasted transactions that are denominated in foreign currencies. In February 2013, we entered into foreign currency exchange contracts to hedge our foreign currency exposure associated with the Grand Canyon II and Grand Canyon III charter payments denominated in Norwegian kroner through July 2019 and February 2020, respectively. Changes in the fair value of foreign currency exchange contracts that qualify for hedge accounting treatment were reported in accumulated OCI (net of tax). These changes were subsequently reclassified into earnings when the forecasted payments were made. Changes in the fair value of foreign currency exchange contracts that did not qualify as cash flow hedges were recognized immediately in earnings within “Other expense, net” in the accompanying condensed consolidated statements of operations. Quantitative Disclosures Relating to Derivative Instruments We had no derivative instruments that were designated as hedging instruments as of June 30, 2020. The following table presents the balance sheet location and fair value of our hedging instruments as of December 31, 2019 (in thousands): Balance Sheet Location Fair Value Asset Derivative Instruments: Interest rate swaps Other current assets $ 44 $ 44 Liability Derivative Instruments: Foreign exchange contracts Accrued liabilities $ 401 $ 401 We had no derivative instruments that were not designated as hedging instruments as of June 30, 2020. The following table presents the balance sheet location and fair value of our non-hedging instruments as of December 31, 2019 (in thousands): Balance Sheet Location Fair Value Liability Derivative Instruments: Foreign exchange contracts Accrued liabilities $ 601 $ 601 The following tables present the impact that derivative instruments designated as hedging instruments had on our accumulated OCI (net of tax) and our condensed consolidated statements of operations (in thousands): Unrealized Gain (Loss) Recognized in OCI Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Foreign exchange contracts $ — $ ( 24 ) $ ( 54 ) $ ( 58 ) Interest rate swaps 1 ( 254 ) ( 41 ) ( 369 ) $ 1 $ ( 278 ) $ ( 95 ) $ ( 427 ) 29 Table of Contents Location of Gain (Loss) Reclassified from Accumulated OCI into Earnings Gain (Loss) Reclassified from Accumulated OCI into Earnings Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Foreign exchange contracts Cost of sales $ — $ ( 2,185 ) $ ( 455 ) $ ( 4,263 ) Interest rate swaps Net interest expense ( 25 ) 210 3 442 $ ( 25 ) $ ( 1,975 ) $ ( 452 ) $ ( 3,821 ) The following table presents the impact that derivative instruments not designated as hedging instruments had on our condensed consolidated statements of operations (in thousands): Location of Loss Recognized in Earnings Loss Recognized in Earnings Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Foreign exchange contracts Other expense, net $ — $ ( 2 ) $ ( 81 ) $ ( 42 ) $ — $ ( 2 ) $ ( 81 ) $ ( 42 )