What changed in this filing

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Item 1. Financial Statements

2021-07-28 compared with 2021-04-28 · 164 added, 99 removed, 571 unchanged (32% of the section changed)

42 unchanged sentences

Three Months Ended

Six Months Ended

Cost of sales

Gain (loss) on disposition of assets, net

Goodwill impairment

Selling, general and administrative expenses

Loss from operations

Income (loss) from operations

Net interest expense

1 unchanged sentence

Royalty income and other

Loss before income taxes

Income tax provision (benefit)

Net loss attributable to redeemable noncontrolling interests

Net loss attributable to common shareholders

Loss per share of common stock:

Income (loss) before income taxes

Income tax benefit

Net income (loss)

Net income (loss) attributable to redeemable noncontrolling interests

Net income (loss) attributable to common shareholders

Earnings (loss) per share of common stock:

Weighted average common shares outstanding:

5 unchanged sentences

Three Months Ended

Six Months Ended

Net income (loss)

Other comprehensive income (loss), net of tax:

Net unrealized loss on hedges arising during the period

Net unrealized gain (loss) on hedges arising during the period

Reclassifications into earnings

4 unchanged sentences

Comprehensive income (loss)

Less comprehensive loss attributable to redeemable noncontrolling interests:

Less comprehensive income (loss) attributable to redeemable noncontrolling interests:

Net income (loss)

Foreign currency translation gain (loss)

Comprehensive loss attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to common shareholders

7 unchanged sentences

Noncontrolling

Balance, March 31, 2021

Net income (loss)

Foreign currency translation adjustments

Accretion of redeemable noncontrolling interests

Acquisition of redeemable noncontrolling interests

Activity in company stock plans, net and other

Share-based compensation

Balance, June 30, 2021

Comprehensive

Shareholders’

Noncontrolling

Balance, March 31, 2020

Foreign currency translation adjustments

Unrealized gain on hedges, net of tax

Accretion of redeemable noncontrolling interests

Activity in company stock plans, net and other

Share-based compensation

Balance, June 30, 2020

The accompanying notes are an integral part of these condensed consolidated financial statements.

HELIX ENERGY SOLUTIONS GROUP, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in thousands)

Comprehensive

Shareholders’

Noncontrolling

Balance, December 31, 2020

2 unchanged sentences

Accretion of redeemable noncontrolling interests

Acquisition of redeemable noncontrolling interests

Activity in company stock plans, net and other

Share-based compensation

Balance, March 31, 2021

Balance, June 30, 2021

Comprehensive

8 unchanged sentences

Share-based compensation

Balance, March 31, 2020

Balance, June 30, 2020

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Three Months Ended

Six Months Ended

Cash flows from operating activities:

6 unchanged sentences

Deferred income taxes

(Gain) loss on disposition of assets, net

Unrealized gain on derivative contracts, net

5 unchanged sentences

Accounts payable and accrued liabilities

Net cash provided by (used in) operating activities

Net cash provided by operating activities

Cash flows from investing activities:

Capital expenditures

Proceeds from sale of assets

Net cash used in investing activities

4 unchanged sentences

Debt issuance costs

Acquisition of redeemable noncontrolling interests

Payments related to tax withholding for share-based compensation

2 unchanged sentences

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net decrease in cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash:

17 unchanged sentences

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-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

The operating results for the three- and six-month periods ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021.

Our balance sheet as of December 31, 2020 included herein has been derived from the audited balance sheet as of December 31, 2020 included in our 2020 Form 10-K.

10 unchanged sentences

The adoption of this ASU also increased our retained earnings and decreased deferred tax liabilities by $ 6.7 million and $ 9.3 million, respectively.

Subsequent to its adoption, the ASU is also expected to reduce our interest expense as there will no longer be debt discounts to amortize associated with our outstanding convertible senior notes.

Subsequent to its adoption, interest expense associated with our outstanding convertible senior notes will decrease as there will no longer be debt discounts to amortize.

Additionally, the ASU no longer permits the treasury stock method for convertible instruments and instead requires the application of the if-converted method to calculate the impact of our convertible senior notes on diluted earnings per share (“EPS”).

11 unchanged sentences

Our well intervention equipment includes intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module (“ROAM”), some of which we provide on a stand-alone basis.

Our well intervention segment also includes our ownership interest in Subsea Technologies Group Limited (“STL”).

Prior to June 2021 we held a 70 % controlling interest in STL, and in June 2021 we acquired the remaining 30 % interest for approximately $ 2.3 million.

Our Robotics segment provides offshore construction, cable trenching, seabed clearance, inspection, repair and maintenance services to both the oil and gas and the renewable energy markets globally.

Our Robotics services also complement well intervention services.

Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and a ROVDrill, and two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels as needed.

Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, a ROVDrill and two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels as needed.

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”) and our ownership of oil and gas properties.

28 unchanged sentences

Three Months Ended

Six Months Ended

Operating lease cost

3 unchanged sentences

Net lease cost

Maturities of our operating lease liabilities as of March 31, 2021 are as follows (in thousands):

Maturities of our operating lease liabilities as of June 30, 2021 are as follows (in thousands):

Facilities and

29 unchanged sentences

The following table presents other information related to our operating leases (in thousands):

Three Months Ended

Six Months Ended

Cash paid for operating lease liabilities

1 unchanged sentence

Note 5 — Long-Term Debt

Scheduled maturities of our long-term debt outstanding as of March 31, 2021 are as follows (in thousands):

Scheduled maturities of our long-term debt outstanding as of June 30, 2021 are as follows (in thousands):

Less than one year

13 unchanged sentences

(“Bank of America”).

The Credit Agreement is comprised of a Term Loan with a remaining balance of $ 28.9 million as of March 31, 2021 and a Revolving Credit Facility with a maximum availability of $ 175 million.

The Credit Agreement is comprised of a Term Loan with a remaining balance of $ 28.0 million as of June 30, 2021 and a Revolving Credit Facility with a maximum availability of $ 175 million.

The Credit Agreement expires and the Term Loan matures on December 31, 2021 .

1 unchanged sentence

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 March 31, 2021, we had no borrowings under the Revolving Credit Facility, and our available borrowing capacity under that facility, based on the leverage ratios, totaled $ 172.2 million, net of $ 2.8 million of letters of credit issued under that facility.

As of June 30, 2021, we had no borrowings under the Revolving Credit Facility, and our available borrowing capacity under that facility, based on the leverage ratios, totaled $ 172.3 million, net of $ 2.7 million of letters of credit issued under that facility.

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.

1 unchanged sentence

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 3.36 % as of March 31, 2021.

The interest rate on the Term Loan was 3.35 % as of June 30, 2021.

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 %.

29 unchanged sentences

The 2022 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs.

Those unamortized debt discount and debt issuance costs were accreted to interest expense through the maturity date of the 2022 Notes.

The unamortized debt discount and debt issuance costs were being accreted to interest expense through the

maturity date of the 2022 Notes.

As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2022 Notes totaled $ 1.5 million.

1 unchanged sentence

2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2022 Notes (Note 1).

As of March 31, 2021, unamortized debt issuance costs related to the 2022 Notes were $ 0.2 million.

As of June 30, 2021, unamortized debt issuance costs related to the 2022 Notes were $ 0.2 million.

The effective interest rate for the 2022 Notes prior to the adoption of ASU No.

2 unchanged sentences

2020-06 decreased to 4.8 %.

For the three-month period ended March 31, 2021, total interest expense related to the 2022 Notes was $ 0.4 million primarily from coupon interest expense .

For the three-month period ended March 31, 2020, total interest expense related to the 2022 Notes was $ 2.3 million, with coupon interest expense of $ 1.4 million and the amortization of debt discount and issuance costs of $ 0.9 million.

For the three- and six-month periods ended June 30, 2021, total interest expense related to the 2022 Notes was $ 0.4 million and $ 0.8 million, respectively, with coupon interest expense of $ 0.4 million and $ 0.7 million, respectively, and the amortization of issuance costs of $ 0.1 million for the six-month period ended June 30, 2021.

For the three- and six-month periods ended June 30, 2020, total interest expense related to the 2022 Notes was $ 2.3 million and $ 4.5 million, respectively, with coupon interest expense of $ 1.3 million and $ 2.6 million, respectively, and the amortization of debt discount and issuance costs of $ 1.0 million and $ 1.9 million, respectively.

Convertible Senior Notes Due 2023 (“2023 Notes”)

13 unchanged sentences

The 2023 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs.

Those unamortized debt discount and debt issuance costs were accreted to interest expense through the maturity date of the 2023 Notes.

The unamortized debt discount and debt issuance costs were being accreted to interest expense through the maturity date of the 2023 Notes.

As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2023 Notes totaled $ 3.1 million.

1 unchanged sentence

2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2023 Notes (Note 1).

As of March 31, 2021, unamortized debt issuance costs related to the 2023 Notes were $ 0.4 million.

As of June 30, 2021, unamortized debt issuance costs related to the 2023 Notes were $ 0.4 million.

The effective interest rate for the 2023 Notes prior to the adoption of ASU No.

2 unchanged sentences

2020-06 decreased to 4.8 %.

For the three-month period ended March 31, 2021, total interest expense related to the 2023 Notes was $ 0.4 million, with coupon interest expense of $ 0.3 million and the amortization of issuance costs of $ 0.1 million.

For the three-month period ended March 31, 2020, total interest expense related to the 2023 Notes was $ 2.3 million, with coupon interest expense of $ 1.3 million and the amortization of debt discount and issuance costs of $ 1.0 million.

For the three- and six-month periods ended June 30, 2021, total interest expense related to the 2023 Notes was $ 0.3 million and $ 0.7 million, respectively, with coupon interest expense of $ 0.3 million and $ 0.6 million, respectively, and the amortization of issuance costs of $ 0.1 million for the six-month period ended June 30, 2021.

For the three- and six-month periods ended June 30, 2020, total interest expense related to the 2023 Notes was $ 2.3 million and $ 4.6 million, respectively, with coupon interest expense of $ 1.3 million and $ 2.6 million, respectively, and the amortization of debt discount and issuance costs of $ 1.0 million and $ 2.0 million, respectively.

Convertible Senior Notes Due 2026 (“2026 Notes”)

13 unchanged sentences

The 2026 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs.

Those unamortized debt discount and debt issuance costs were accreted to interest expense through the maturity date of the 2026 Notes.

The unamortized debt discount and debt issuance costs were being accreted to interest expense through the maturity date of the 2026 Notes.

As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2026 Notes totaled $ 47.3 million.

1 unchanged sentence

2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2026 Notes (Note 1).

As of March 31, 2021, unamortized debt issuance costs related to the 2026 Notes were $ 6.8 million.

As of June 30, 2021, unamortized debt issuance costs related to the 2026 Notes were $ 6.5 million.

The effective interest rate for the 2026 Notes prior to the adoption of ASU No.

2 unchanged sentences

2020-06 decreased to 7.6 %.

For the three-month period ended March 31, 2021, total interest expense related to the 2026 Notes was $ 3.7 million, with coupon interest expense of $ 3.4 million and the amortization of debt issuance costs of $ 0.3 million.

For the three- and six-month periods ended June 30, 2021, total interest expense related to the 2026 Notes was $ 3.7 million and $ 7.3 million, respectively, with coupon interest expense of $ 3.4 million and $ 6.7 million, respectively, and the amortization of debt issuance costs of $ 0.3 million and $ 0.6 million, respectively.

2026 Capped Calls

In connection with the 2026 Notes offering, we entered into capped call transactions (the “2026 Capped Calls”) with three separate option counterparties.

17 unchanged sentences

We repaid this balance in January 2021.

In accordance with the Credit Agreement, the 2022 Notes, the 2023 Notes, the 2026 Notes and the MARAD Debt agreements, 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 March 31, 2021, we were in compliance with these covenants.

In accordance with the Credit Agreement, the 2022 Notes, the 2023 Notes, the 2026 Notes and the MARAD Debt, 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, 2021, we were in compliance with these covenants.

The following table details the components of our net interest expense (in thousands):

Three Months Ended

Six Months Ended

Interest expense

6 unchanged sentences

therefore, our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions.

For the three-month period ended March 31, 2021, our estimated annual effective tax rate, adjusted for discrete tax items, is applied to our pre-tax loss as we have determined that the use of the annual effective tax rate method is appropriate.

We used the discrete effective tax rate method for recording income taxes for the three-month period ended March 31, 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.

For the three-month period ended March 31, 2020, we believed using the discrete method was more appropriate than the annual effective tax rate method because of the high degree of uncertainty in estimating annual pretax earnings created at the time by uncertainty in future market conditions caused by the ongoing COVID-19 pandemic as well as uncertainty in the oil and gas market.

For the three- and six-month periods ended June 30, 2021, we applied the annual effective tax rate method in determining our overall income tax provision or benefit.

Under this method, the estimated annual worldwide effective tax rate, adjusted for discrete tax items, is applied to the pre-tax income or loss for each interim reporting period.

During the three- and six-month periods ended June 30, 2020, we utilized the discrete method to calculate income tax provision or benefit on a stand-alone basis for the interim reporting period based on management’s judgment that the discrete method was more appropriate than the annual effective tax rate method given the high degree of uncertainty in forecasting the impact of the COVID-19 pandemic on future market conditions and the overall oil and gas sector.

Coronavirus Aid, Relief, and Economic Security Act (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.

1 unchanged sentence

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, in the three-month period ended March 31, 2020 we recognized an estimated $ 5.8 million net tax benefit, consisting of a $ 15.9 million current tax benefit and a $ 10.1 million deferred tax expense.

This $ 5.8 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.

During the three-month period ended March 31, 2020, we migrated two of our foreign subsidiaries into our U.S.

As a result of these changes, in the six-month period ended June 30, 2020 we recognized an estimated $ 5.2 million net tax benefit ($ 15.8 million current tax benefit and $ 10.6 million deferred tax expense).

This net tax benefit was generated as our deferred tax assets related to U.S.

net operating losses were realized at higher prior year income tax rates.

During the six-month period ended June 30, 2020, we migrated two of our foreign subsidiaries into our U.S.

consolidated tax group.

Subsequent to the migration, these subsidiaries are disregarded and no longer subject to certain branch profits taxes.

Consequently, we recognized net deferred tax benefits of $ 8.3 million due to the reduction in the overall tax rate associated with these subsidiaries.

Income taxes are provided at the U.S.

statutory rate and at the local statutory rate for each foreign jurisdiction and adjusted for items that are permanent differences for Federal and foreign income tax reporting purposes, but not for book purposes.

The effective tax rates for the three-month periods ended March 31, 2021 and 2020 were ( 4.0 )% and 60.2 %, respectively.

The variance was primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as our carrying back certain net operating losses to prior periods with higher income tax rates.

The effective tax rate for the three-month period ended March 31, 2021 was significantly lower than the U.S.

statutory rate primarily due to non-creditable foreign taxes and offset in part by a significant portion of our current period earnings being generated in certain jurisdictions with a lower tax rate.

The combination of these offsetting factors resulted in an overall tax provision and a negative tax rate for the quarter.

The effective tax rate for the three-month period ended March 31, 2020 was significantly higher than the U.S.

statutory rate primarily due to our recognition of discrete benefits during the period related to the restructuring of certain foreign subsidiaries and our carrying back certain net operating losses to prior periods with higher income tax rates under tax law changes associated with the CARES Act whereas we had only nominal pre-tax losses.

As a result, these subsidiaries are not subject to future U.S.

branch profits tax and a net deferred tax benefit of $ 8.3 million was recognized.

The effective tax rates for the three-month periods ended June 30, 2021 and 2020 were 12.6 % and ( 5.2 )%, respectively.

The variance was primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as the impact of the CARES Act in 2020.

The effective tax rates for the six-month periods ended June 30, 2021 and 2020 were 10.0 % and 71.6 %, respectively.

The variance was primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as the impact of the CARES Act and the foreign subsidiary restructuring in 2020.

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 (dollars in thousands):

statutory rate and our actual income tax benefit are as follows (dollars in thousands):

Three Months Ended

Six Months Ended

Taxes at U.S.

2 unchanged sentences

Subsidiary restructuring

Income tax provision (benefit) (1)

(1) The negative effective tax rate for the three-month period ended March 31, 2021 is due to the tax benefits associated with our nominal pretax loss being smaller than our non-creditable foreign taxes.

Income tax benefit (2)

(1) Includes interim period allocations of $ 1.6 million and $ 2.8 million, respectively, for the three- and six-month periods ended June 30, 2021.

(2) The negative effective tax rate for the three-month period ended June 30, 2020 was driven by tax benefits of foreign losses in relation to nominal pre-tax income.

Note 7 — Revenue from Contracts with Customers

7 unchanged sentences

Eliminations (1)

Three months ended March 31, 2021

Three months ended March 31, 2020

Three months ended June 30, 2021

Three months ended June 30, 2020

Six months ended June 30, 2021

Six months ended June 30, 2020

(1) Intercompany revenues among our business segments are under agreements that are considered long-term.

5 unchanged sentences

Contract assets are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3).

Contract assets were $ 0.4 million at March 31, 2021 and $ 2.4 million at December 31, 2020.

We had no credit losses on our contract assets for the three-month periods ended March 31, 2021 and 2020.

Contract assets were $ 0.6 million at June 30, 2021 and $ 2.4 million at December 31, 2020.

We had no credit losses on our contract assets for the three- and six-month periods ended June 30, 2021 and 2020.

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.

1 unchanged sentence

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 $ 10.9 million at March 31, 2021 and $ 10.0 million at December 31, 2020.

Revenue recognized for the three-month periods ended March 31, 2021 and 2020 included $ 2.5 million and $ 3.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Contract liabilities totaled $ 10.3 million at June 30, 2021 and $ 10.0 million at December 31, 2020.

Revenue recognized for the three- and six-month periods ended June 30, 2021 included $ 4.2 million and $ 5.4 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, 2020 included $ 3.5 million and $ 6.4 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 March 31, 2021, $ 358.4 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 238.7 million in 2021 , $ 84.4 million in 2022 and $ 35.3 million in 2023 and thereafter.

As of June 30, 2021, $ 291.4 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 152.8 million in 2021 , $ 92.0 million in 2022 and $ 46.6 million in 2023 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 March 31, 2021.

For the three-month periods ended March 31, 2021 and 2020, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

For the three- and six-month periods ended June 30, 2021 and 2020, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

Contract Fulfillment Costs

4 unchanged sentences

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 $ 19.6 million at March 31, 2021 and $ 24.4 million at December 31, 2020.

For the three-month periods ended March 31, 2021 and 2020, we recorded $ 10.4 million and $ 9.2 million, respectively, related to amortization of these deferred contract costs.

Our deferred contract costs totaled $ 14.8 million at June 30, 2021 and $ 24.4 million at December 31, 2020.

For the three- and six-month periods ended June 30, 2021, we recorded $ 9.5 million and $ 19.9 million, respectively, related to amortization of these deferred contract costs.

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 these deferred contract costs.

There were no associated impairment losses for any period presented.

10 unchanged sentences

Three Months Ended

March 31, 2021

March 31, 2020

Basic and Diluted:

June 30, 2021

June 30, 2020

Net income (loss) attributable to common shareholders

Undistributed earnings allocated to participating securities

Accretion of redeemable noncontrolling interests

Net income (loss) available to common shareholders, basic

Effect of dilutive securities:

Share-based awards other than participating securities

Net income (loss) available to common shareholders, diluted

Six Months Ended

June 30, 2021

June 30, 2020

Net loss attributable to common shareholders

Accretion of redeemable noncontrolling interests

Net loss available to common shareholders

We had net losses for the three-month periods ended March 31, 2021 and 2020.

Net loss available to common shareholders, basic

Effect of dilutive securities:

Share-based awards other than participating securities

Net loss available to common shareholders, diluted

We had net losses for the three- and six-month periods ended June 30, 2021 and the six-month period ended June 30, 2020.

Accordingly, our diluted EPS calculation for these periods excluded any assumed exercise or conversion of common stock equivalents.

2 unchanged sentences

Three Months Ended

Six Months Ended

Diluted shares (as reported)

2 unchanged sentences

Three Months Ended

Six Months Ended

Note 9 — Employee Benefit Plans

Long-Term Incentive Plan

As of March 31, 2021, there were 6.0 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 three-month period ended March 31, 2021, the following grants of share-based awards were made under the 2005 Incentive Plan:

As of June 30, 2021, there were 5.9 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, 2021, the following grants of share-based awards were made under the 2005 Incentive Plan:

Date of Grant

7 unchanged sentences

100 % on January 1, 2023

April 1, 2021 (3)

100 % on January 1, 2023

(1) Reflects grants of restricted stock units (“RSUs”) to our executive officers.

1 unchanged sentence

These PSUs consist of two components:

(i) 50 % based on the performance of our common stock and (ii) 50 % based on cumulative total Free Cash Flow (“FCF”).

(i) 50 % based on the performance of our common stock and (ii) 50 % based on cumulative total Free Cash Flow.

The grant date fair value represents the average grant date fair value of the two components.

2 unchanged sentences

Forfeitures are recognized as they occur.

No restricted stock awards were granted in 2021.

All outstanding unvested restricted stock awards were granted in 2020 and 2019.

For the three-month periods ended March 31, 2021 and 2020, $ 0.8 million and $ 1.1 million, respectively, were recognized as share-based compensation related to restricted stock.

No restricted stock awards have been granted to our executive officers or other employees in 2021.

For the three- and six-month periods ended June 30, 2021, $ 0.9 million and $ 1.7 million, respectively, were recognized as share-based compensation related to restricted stock.

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.

Our existing PSUs that were granted prior to 2021 are to be settled solely in shares of our common stock and are accounted for as equity awards.

2 unchanged sentences

The PSUs granted in 2021 consist of two components:

(i) 50 % based on the performance of our common stock against peer group companies, which contains a service condition and a market condition, and (ii) 50 % based on cumulative total FCF, which contains a service condition and a performance condition.

FCF is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets.

(i) 50 % based on the performance of our common stock against peer group companies, which contains a service condition and a market condition, and (ii) 50 % based on cumulative total Free Cash Flow, which contains a service condition and a performance condition.

Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets.

Our PSUs cliff vest at the end of 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 unchanged sentences

Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition.

For the three-month periods ended March 31, 2021 and 2020, $ 1.0 million and $ 1.1 million, respectively, were recognized as share-based compensation related to equity PSUs.

For the three- and six-month periods ended June 30, 2021, $ 1.0 million and $ 2.1 million, respectively, were recognized as share-based compensation related to equity PSUs.

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 equity PSUs.

In January 2021, based on the performance of our common stock price as compared to our performance peer group over a three-year period, 368,038 equity PSUs granted in 2018 vested at 200 %, representing 736,075 shares of our common stock with a total market value of $ 3.1 million.

2 unchanged sentences

Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting.

For the three-month period ended March 31, 2021, $ 0.2 million was recognized as compensation cost.

For the three- and six-month periods ended June 30, 2021, $ 0.2 million and $ 0.4 million, respectively, were recognized as compensation cost.

In 2021 and 2020, we granted fixed-value cash awards of $ 3.5 million and $ 4.7 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-month periods ended March 31, 2021 and 2020, $ 1.0 million and $ 1.2 million, respectively, were recognized as compensation cost.

For the three- and six-month periods ended June 30, 2021, $ 1.0 million and $ 2.0 million, respectively, were recognized as compensation cost.

For the three- and six-month periods ended June 30, 2020, $ 1.1 million and $ 2.3 million, respectively, were recognized as compensation cost.

Defined Contribution Plan

3 unchanged sentences

We have an employee stock purchase plan (the “ESPP”).

As of March 31, 2021, 1.7 million shares were available for issuance under the ESPP.

As of June 30, 2021, 1.6 million shares were available for issuance under the ESPP.

The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

10 unchanged sentences

Our Robotics services also complement well intervention services.

Our Robotics segment includes ROVs, trenchers and a ROVDrill, and two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels as needed.

Our Robotics segment includes ROVs, trenchers, a ROVDrill and two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels as needed.

Our Production Facilities segment includes the HP I , the HFRS and our ownership of oil and gas properties (Note 11).

3 unchanged sentences

Three Months Ended

Six Months Ended

Net revenues —

8 unchanged sentences

Corporate, eliminations and other

(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 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 impaired all of our goodwill, which consisted entirely of goodwill attributable to the acquisition of a controlling interest in Subsea Technologies Group Limited (“STL”).

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments.

1 unchanged sentence

Three Months Ended

Six Months Ended

Well Intervention

12 unchanged sentences

In connection with assuming the P&A obligations related to those assets, we are entitled to receive agreed-upon amounts from Marathon Oil as the P&A work is completed.

The following table describes the changes in our AROs (both current and long-term) (in thousands):

The following table describes the changes in our AROs (in thousands):

AROs at January 1,

Revisions in estimates

Accretion expense

AROs at March 31,

AROs at June 30,

Note 12 — Commitments and Contingencies and Other Matters

3 unchanged sentences

The Siem Helix 1 charter expires June 2023 and the Siem Helix 2 charter expires February 2024.

We have time charter agreements for the Grand Canyon II and Grand Canyon III vessels for use in our robotics operations.

We have time charter agreements for the Grand Canyon II and Grand Canyon III vessels.

The expiration date of the Grand Canyon II charter was extended in February 2021 from April 2021 until December 2021, with an option to renew.

8 unchanged sentences

The following table provides supplemental cash flow information (in thousands):

Three Months Ended

Six Months Ended

Interest paid, net of interest capitalized

1 unchanged sentence

Our capital additions include the acquisition of property and equipment for which payment has not been made.

These non-cash capital additions totaled $ 0.6 million at March 31, 2021 and $ 1.6 million at December 31, 2020.

These non-cash capital additions totaled $ 0.4 million at June 30, 2021 and $ 1.6 million at December 31, 2020.

Note 14 — Allowance for Credit Losses

3 unchanged sentences

Balance at January 1,

Additions (1)

Additions (reductions) (1)

Write-offs (2)

Adjustments (3)

Balance at March 31,

(1) The additions in allowance for credit losses reflect credit loss reserves during the respective periods.

Balance at June 30,

(1) Additions (reductions) in allowance for credit losses reflect credit loss reserves (releases) during the respective periods, including a $ 1.7 million credit loss reserve in 2020 related to a receivable in our Robotics segment.

(2) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible.

17 unchanged sentences

The principal amount and estimated fair value of our long-term debt are as follows (in thousands):

March 31, 2021

June 30, 2021

December 31, 2020

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements