Item 1. Financial Statements
Item 1. Financial Statements
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30,
December 31,
2021
2020
ASSETS
Current assets:
Cash and cash equivalents
$
243,911
$
291,320
Restricted cash
71,282
—
Accounts receivable, net of allowance for credit losses of $ 1,548 and $ 3,469 , respectively
125,569
132,233
Other current assets
78,869
102,092
Total current assets
519,631
525,645
Property and equipment
2,964,068
2,948,907
Less accumulated depreciation
( 1,228,891 )
( 1,165,943 )
Property and equipment, net
1,735,177
1,782,964
Operating lease right-of-use assets
125,481
149,656
Other assets, net
37,418
40,013
Total assets
$
2,417,707
$
2,498,278
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
70,105
$
50,022
Accrued liabilities
83,618
87,035
Current maturities of long-term debt
70,492
90,651
Current operating lease liabilities
50,769
51,599
Total current liabilities
274,984
279,307
Long-term debt
265,222
258,912
Operating lease liabilities
76,934
101,009
Deferred tax liabilities
97,906
110,821
Other non-current liabilities
2,601
3,878
Total liabilities
717,647
753,927
Redeemable noncontrolling interests
—
3,855
Shareholders’ equity:
Common stock, no par, 240,000 shares authorized, 150,787 and 150,341 shares issued, respectively
1,288,603
1,327,592
Retained earnings
456,108
464,524
Accumulated other comprehensive loss
( 44,651 )
( 51,620 )
Total shareholders’ equity
1,700,060
1,740,496
Total liabilities, redeemable noncontrolling interests and shareholders’ equity
$
2,417,707
$
2,498,278
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Net revenues
$
161,941
$
199,147
$
325,356
$
380,168
Cost of sales
158,811
169,571
307,602
348,582
Gross profit
3,130
29,576
17,754
31,586
Gain (loss) on disposition of assets, net
( 646 )
473
( 646 )
473
Goodwill impairment
—
—
—
( 6,689 )
Selling, general and administrative expenses
( 13,425 )
( 15,855 )
( 28,604 )
( 32,203 )
Income (loss) from operations
( 10,941 )
14,194
( 11,496 )
( 6,833 )
Net interest expense
( 5,919 )
( 7,063 )
( 11,972 )
( 12,809 )
Other income (expense), net
960
( 2,069 )
2,577
( 12,496 )
Royalty income and other
249
117
2,306
2,296
Income (loss) before income taxes
( 15,651 )
5,179
( 18,585 )
( 29,842 )
Income tax benefit
( 1,968 )
( 271 )
( 1,852 )
( 21,364 )
Net income (loss)
( 13,683 )
5,450
( 16,733 )
( 8,478 )
Net income (loss) attributable to redeemable noncontrolling interests
26
—
( 146 )
( 1,990 )
Net income (loss) attributable to common shareholders
$
( 13,709 )
$
5,450
$
( 16,587 )
$
( 6,488 )
Earnings (loss) per share of common stock:
Basic
$
( 0.09 )
$
0.04
$
( 0.11 )
$
( 0.06 )
Diluted
$
( 0.09 )
$
0.04
$
( 0.11 )
$
( 0.06 )
Weighted average common shares outstanding:
Basic
150,028
148,971
149,982
148,917
Diluted
150,028
149,691
149,982
148,917
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands)
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Net income (loss)
$
( 13,683 )
$
5,450
$
( 16,733 )
$
( 8,478 )
Other comprehensive income (loss), net of tax:
Net unrealized gain (loss) on hedges arising during the period
—
1
—
( 95 )
Reclassifications into earnings
—
25
—
452
Income taxes on hedges
—
( 6 )
—
( 72 )
Net change in hedges, net of tax
—
20
—
285
Foreign currency translation gain (loss)
2,356
( 1,896 )
6,969
( 35,483 )
Other comprehensive income (loss), net of tax
2,356
( 1,876 )
6,969
( 35,198 )
Comprehensive income (loss)
( 11,327 )
3,574
( 9,764 )
( 43,676 )
Less comprehensive income (loss) attributable to redeemable noncontrolling interests:
Net income (loss)
26
—
( 146 )
( 1,990 )
Foreign currency translation gain (loss)
12
( 20 )
48
( 248 )
Comprehensive income (loss) attributable to redeemable noncontrolling interests
38
( 20 )
( 98 )
( 2,238 )
Comprehensive income (loss) attributable to common shareholders
$
( 11,365 )
$
3,594
$
( 9,666 )
$
( 41,438 )
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Accumulated
Other
Total
Redeemable
Common Stock
Retained
Comprehensive
Shareholders’
Noncontrolling
Shares
Amount
Earnings
Loss
Equity
Interests
Balance, March 31, 2021
150,715
$
1,286,380
$
468,087
$
( 47,007 )
$
1,707,460
$
3,960
Net income (loss)
—
—
( 13,709 )
—
( 13,709 )
26
Foreign currency translation adjustments
—
—
—
2,356
2,356
12
Accretion of redeemable noncontrolling interests
—
—
1,730
—
1,730
( 1,730 )
Acquisition of redeemable noncontrolling interests
—
—
—
—
—
( 2,268 )
Activity in company stock plans, net and other
72
286
—
—
286
—
Share-based compensation
—
1,937
—
—
1,937
—
Balance, June 30, 2021
150,787
$
1,288,603
$
456,108
$
( 44,651 )
$
1,700,060
$
—
Accumulated
Other
Total
Redeemable
Common Stock
Retained
Comprehensive
Shareholders’
Noncontrolling
Shares
Amount
Earnings
Loss
Equity
Interests
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
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Accumulated
Other
Total
Redeemable
Common Stock
Retained
Comprehensive
Shareholders’
Noncontrolling
Shares
Amount
Earnings
Loss
Equity
Interests
Balance, December 31, 2020
150,341
$
1,327,592
$
464,524
$
( 51,620 )
$
1,740,496
$
3,855
Net loss
—
—
( 16,587 )
—
( 16,587 )
( 146 )
Cumulative-effect adjustments upon adoption of ASU No. 2020-06
—
( 41,456 )
6,682
—
( 34,774 )
—
Foreign currency translation adjustments
—
—
—
6,969
6,969
48
Accretion of redeemable noncontrolling interests
—
—
1,489
—
1,489
( 1,489 )
Acquisition of redeemable noncontrolling interests
—
—
—
—
—
( 2,268 )
Activity in company stock plans, net and other
446
( 1,314 )
—
—
( 1,314 )
—
Share-based compensation
—
3,781
—
—
3,781
—
Balance, June 30, 2021
150,787
$
1,288,603
$
456,108
$
( 44,651 )
$
1,700,060
$
—
Accumulated
Other
Total
Redeemable
Common Stock
Retained
Comprehensive
Shareholders’
Noncontrolling
Shares
Amount
Earnings
Loss
Equity
Interests
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 )
Credit losses recognized in retained earnings upon adoption of ASU No. 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
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Six Months Ended
June 30,
2021
2020
Cash flows from operating activities:
Net loss
$
( 16,733 )
$
( 8,478 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
69,507
65,567
Goodwill impairment
—
6,689
Amortization of debt discounts
—
3,316
Amortization of debt issuance costs
1,587
1,619
Share-based compensation
3,901
4,245
Deferred income taxes
( 3,649 )
( 7,098 )
(Gain) loss on disposition of assets, net
646
( 473 )
Unrealized gain on derivative contracts, net
—
( 601 )
Unrealized foreign currency (gain) loss
( 1,366 )
10,433
Changes in operating assets and liabilities:
Accounts receivable, net
6,620
( 44,698 )
Income tax receivable
5,136
( 19,078 )
Other current assets
16,017
( 23,751 )
Accounts payable and accrued liabilities
18,828
35,241
Other, net
( 7,954 )
( 16,891 )
Net cash provided by operating activities
92,540
6,042
Cash flows from investing activities:
Capital expenditures
( 6,772 )
( 17,579 )
Proceeds from sale of assets
11
498
Net cash used in investing activities
( 6,761 )
( 17,081 )
Cash flows from financing activities:
Repayment of Term Loan
( 1,750 )
( 1,750 )
Repayment of Nordea Q5000 Loan
( 53,572 )
( 17,858 )
Repayment of MARAD Debt
( 3,734 )
( 3,556 )
Debt issuance costs
( 43 )
( 310 )
Acquisition of redeemable noncontrolling interests
( 2,268 )
—
Payments related to tax withholding for share-based compensation
( 1,878 )
( 5,150 )
Proceeds from issuance of ESPP shares
443
475
Net cash used in financing activities
( 62,802 )
( 28,149 )
Effect of exchange rate changes on cash and cash equivalents and restricted cash
896
( 2,879 )
Net increase (decrease) in cash and cash equivalents and restricted cash
23,873
( 42,067 )
Cash and cash equivalents and restricted cash:
Balance, beginning of year
291,320
262,561
Balance, end of period
$
315,193
$
220,494
The accompanying notes are an integral part of these condensed consolidated financial statements.
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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 2020 Annual Report on Form 10-K (our “2020 Form 10-K”) with the exception of the impact of early adopting Accounting Standards Update (“ASU”) No. 2020-06 on a modified retrospective basis beginning January 1, 2021 (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, statements of shareholders’ equity and statements of cash flows, as applicable. 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. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our 2020 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.
New accounting standards
In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, this ASU removes from GAAP the requirement to separate certain convertible instruments, such as our Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2023 and Convertible Senior Notes Due 2026 (Note 5), into liability and equity components. Consequently, those convertible instruments will be accounted for in their entirety as liabilities measured at their amortized cost. We elected to early adopt ASU No. 2020-06 on a modified retrospective basis beginning January 1, 2021. The adoption of this ASU increased our long-term debt and decreased our common stock by $ 44.1 million and $ 41.5 million, respectively, as we reclassified the conversion features associated with our various outstanding convertible senior notes from equity to long-term debt. 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, 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”).
We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.
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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. Traditionally, our services have covered the lifecycle of an offshore oil or gas field. In recent years, we have seen an increasing demand for our services from the offshore renewable energy market. We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions. Our North Sea operations are subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months. Our services are segregated into three reportable business segments: Well Intervention, Robotics and Production Facilities (Note 10).
Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing well enhancement or decommissioning operations. 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”), 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, 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. All of our current Production Facilities activities are located in the Gulf of Mexico.
Note 3 — Details of Certain Accounts
Other current assets consist of the following (in thousands):
June 30,
December 31,
2021
2020
Contract assets (Note 7)
$
626
$
2,446
Prepaids
12,536
15,904
Deferred costs (Note 7)
14,084
23,522
Income tax receivable
15,436
20,787
Other receivable (Note 11)
27,518
29,782
Other
8,669
9,651
Total other current assets
$
78,869
$
102,092
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Other assets, net consist of the following (in thousands):
June 30,
December 31,
2021
2020
Deferred recertification and dry dock costs, net
$
19,405
$
21,464
Deferred costs (Note 7)
720
861
Charter deposit (1)
12,544
12,544
Intangible assets with finite lives, net
3,679
3,809
Other
1,070
1,335
Total other assets, net
$
37,418
$
40,013
(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.
Accrued liabilities consist of the following (in thousands):
June 30,
December 31,
2021
2020
Accrued payroll and related benefits
$
26,907
$
24,768
Accrued interest
6,974
7,098
Deferred revenue (Note 7)
9,267
8,140
Asset retirement obligations (Note 11)
28,330
30,913
Other
12,140
16,116
Total accrued liabilities
$
83,618
$
87,035
Other non-current liabilities consist of the following (in thousands):
June 30,
December 31,
2021
2020
Deferred revenue (Note 7)
$
1,048
$
1,869
Other
1,553
2,009
Total other non-current liabilities
$
2,601
$
3,878
Note 4 — 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
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Operating lease cost
$
14,839
$
16,106
$
31,055
$
32,429
Variable lease cost
3,635
3,840
7,119
7,052
Short-term lease cost
5,243
9,992
6,975
17,166
Sublease income
( 329 )
( 328 )
( 678 )
( 607 )
Net lease cost
$
23,388
$
29,610
$
44,471
$
56,040
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Maturities of our operating lease liabilities as of June 30, 2021 are as follows (in thousands):
Facilities and
Vessels
Equipment
Total
Less than one year
$
52,106
$
5,884
$
57,990
One to two years
49,760
5,185
54,945
Two to three years
13,557
4,722
18,279
Three to four years
—
4,145
4,145
Four to five years
—
1,041
1,041
Over five years
—
4,835
4,835
Total lease payments
$
115,423
$
25,812
$
141,235
Less: imputed interest
( 9,021 )
( 4,511 )
( 13,532 )
Total operating lease liabilities
$
106,402
$
21,301
$
127,703
Current operating lease liabilities
$
45,940
$
4,829
$
50,769
Non-current operating lease liabilities
60,462
16,472
76,934
Total operating lease liabilities
$
106,402
$
21,301
$
127,703
Maturities of our operating lease liabilities as of December 31, 2020 are as follows (in thousands):
Facilities and
Vessels
Equipment
Total
Less than one year
$
54,621
$
6,028
$
60,649
One to two years
52,106
5,435
57,541
Two to three years
34,580
4,649
39,229
Three to four years
2,470
4,374
6,844
Four to five years
—
2,340
2,340
Over five years
—
4,054
4,054
Total lease payments
$
143,777
$
26,880
$
170,657
Less: imputed interest
( 13,352 )
( 4,697 )
( 18,049 )
Total operating lease liabilities
$
130,425
$
22,183
$
152,608
Current operating lease liabilities
$
46,748
$
4,851
$
51,599
Non-current operating lease liabilities
83,677
17,332
101,009
Total operating lease liabilities
$
130,425
$
22,183
$
152,608
The following table presents the weighted average remaining lease term and discount rate:
June 30,
December 31,
2021
2020
Weighted average remaining lease term
2.8
years
3.1
years
Weighted average discount rate
7.51
%
7.53
%
The following table presents other information related to our operating leases (in thousands):
Six Months Ended
June 30,
2021
2020
Cash paid for operating lease liabilities
$
31,562
$
32,731
ROU assets obtained in exchange for new operating lease obligations
1,500
—
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Note 5 — Long-Term Debt
Scheduled maturities of our long-term debt outstanding as of June 30, 2021 are as follows (in thousands):
Term
2022
2023
2026
MARAD
Loan
Notes
Notes
Notes
Debt
Total
Less than one year
$
28,000
$
35,000
$
—
$
—
$
7,746
$
70,746
One to two years
—
—
—
—
8,133
8,133
Two to three years
—
—
30,000
—
8,538
38,538
Three to four years
—
—
—
—
8,965
8,965
Four to five years
—
—
—
200,000
9,412
209,412
Over five years
—
—
—
—
9,882
9,882
Gross debt
28,000
35,000
30,000
200,000
52,676
345,676
Unamortized debt issuance costs (1)
( 95 )
( 159 )
( 402 )
( 6,501 )
( 2,805 )
( 9,962 )
Total debt
27,905
34,841
29,598
193,499
49,871
335,714
Less current maturities
( 27,905 )
( 34,841 )
—
—
( 7,746 )
( 70,492 )
Long-term debt
$
—
$
—
$
29,598
$
193,499
$
42,125
$
265,222
(1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. See Note 1 for accounting changes as a result of the adoption of ASU No. 2020-06.
Below is a summary of certain components of our indebtedness:
Credit Agreement
We have a 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”). 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 . 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, 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. 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 3.35 % 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 %. 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 its aggregate principal amount, with a balloon payment at maturity. Installments are subject to adjustment for any prepayments. 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.
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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, that 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., 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 to Helix.
Convertible Senior Notes Due 2022 (“2022 Notes”)
The 2022 Notes bear interest at a coupon interest rate of 4.25 % per annum payable semi-annually in arrears on November 1 and May 1 of each year until maturity. The 2022 Notes mature on May 1, 2022 unless earlier converted, redeemed or repurchased by us. The 2022 Notes are convertible by their holders at any time beginning February 1, 2022 at an initial conversion rate of 71.9748 shares of our common stock per $1,000 principal amount, which currently represents 2,519,118 potentially convertible shares at an initial conversion price of approximately $ 13.89 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof.
Prior to February 1, 2022, holders of the 2022 Notes may convert their notes if the closing price of our common stock exceeds 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2022 Notes was equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2022 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 30.5887 shares of our common stock per $1,000 principal amount.
Prior to November 1, 2019, the 2022 Notes were not redeemable. On or after November 1, 2019, we may redeem all or any portion of the 2022 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100 % of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2022 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2022 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2022 Notes).
The indenture governing the 2022 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared 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 interest will become immediately due and payable.
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. The unamortized debt discount and debt issuance costs were being accreted to interest expense through the
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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. As a result of the adoption of ASU No. 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 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. 2020-06 was 7.3 %. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 4.8 %. 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”)
The 2023 Notes bear interest at a coupon interest rate of 4.125 % per annum payable semi-annually in arrears on March 15 and September 15 of each year until maturity. The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased by us. The 2023 Notes are convertible by their holders at any time beginning March 15, 2023 at an initial conversion rate of 105.6133 shares of our common stock per $1,000 principal amount, which currently represents 3,168,399 potentially convertible shares at an initial conversion price of approximately $ 9.47 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof.
Prior to March 15, 2023, holders of the 2023 Notes may convert their notes if the closing price of our common stock exceeds 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2023 Notes was equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2023 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 47.5260 shares of our common stock per $1,000 principal amount.
Prior to March 15, 2021, the 2023 Notes were not redeemable. On or after March 15, 2021, we may redeem all or any portion of the 2023 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2023 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (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, the entire principal amount of and any accrued interest on the notes may be declared 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 interest will become immediately due and payable.
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. 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. As a result of the adoption of ASU No. 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 June 30, 2021, unamortized debt issuance costs related to the 2023 Notes were $ 0.4 million.
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The effective interest rate for the 2023 Notes prior to the adoption of ASU No. 2020-06 was 7.8 %. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 4.8 %. 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”)
The 2026 Notes bear interest at a coupon interest rate of 6.75 % per annum payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2021 until maturity. The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us. The 2026 Notes are convertible by their holders at any time beginning November 17, 2025 at an initial conversion rate of 143.3795 shares of our common stock per $1,000 principal amount, which currently represents 28,675,900 potentially convertible shares at an initial conversion price of approximately $ 6.97 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof.
Prior to November 17, 2025, holders of the 2026 Notes may convert their notes if the closing price of our common stock exceeds 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2026 Notes was equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2026 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 64.5207 shares of our common stock per $1,000 principal amount.
Prior to August 15, 2023, the 2026 Notes are not redeemable. On or after August 15, 2023, we may redeem all or any portion of the 2026 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100 % of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2026 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2026 Notes).
The indenture governing the 2026 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared 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 2026 Notes together with any accrued interest will become immediately due and payable.
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. 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. As a result of the adoption of ASU No. 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 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. 2020-06 was 12.4 %. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 7.6 %. 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.
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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. The 2026 Capped Calls are separate transactions from the 2026 Notes and do not change the holders' rights under the 2026 Notes. Holders of the 2026 Notes do not have any rights with respect to the 2026 Capped Calls.
The 2026 Capped Calls are for an aggregate of 28,675,900 shares of our common stock, which corresponds to the shares into which the 2026 Notes are initially convertible. The capped call shares are subject to certain anti-dilution adjustments. Each capped call option has an initial strike price of approximately $ 6.97 per share, which corresponds to the initial conversion price of the 2026 Notes, and an initial cap price of approximately $ 8.42 per share. The strike and cap prices are subject to certain adjustments. The 2026 Capped Calls are intended to offset some or all of the potential dilution to Helix common shares caused by any conversion of the 2026 Notes up to the cap price. The 2026 Capped Calls can be settled in either net shares or cash at our option in components commencing December 15, 2025 and ending February 12, 2026, which could be extended under certain circumstances.
The 2026 Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting Helix, including a merger, tender offer, nationalization, insolvency or delisting. In addition, certain events may result in a termination of the 2026 Capped Calls, including changes in law, insolvency filings and hedging disruptions. The 2026 Capped Calls are recorded at their aggregate cost of $ 10.6 million as a reduction to common stock in the shareholders’ equity section of our consolidated balance sheet.
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 %.
Other
We previously had a credit agreement (the “Nordea Credit Agreement”) with a syndicated bank lending group for a term loan (the “Nordea Q5000 Loan”) to finance the construction of the Q5000 . The loan was secured by the Q5000 and its charter earnings. As of December 31, 2020, the remaining principal amount of the Nordea Q5000 Loan was $ 53.6 million, reflecting the balloon payment on the final maturity of January 31, 2021. 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, 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
June 30,
June 30,
2021
2020
2021
2020
Interest expense
$
5,943
$
7,179
$
12,055
$
14,573
Capitalized interest
—
—
—
( 1,182 )
Interest income
( 24 )
( 116 )
( 83 )
( 582 )
Net interest expense
$
5,919
$
7,063
$
11,972
$
12,809
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Note 6 — 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.
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.
The U.S. 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. 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, 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. 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 benefit are as follows (dollars in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Taxes at U.S. statutory rate
$
( 3,287 )
21.0
%
$
1,087
21.0
%
$
( 3,903 )
21.0
%
$
( 6,267 )
21.0
%
Foreign tax provision
( 527 )
3.4
( 2,166 )
( 41.8 )
( 1,465 )
7.9
( 1,116 )
3.7
CARES Act
—
—
580
11.2
—
—
( 5,234 )
17.6
Subsidiary restructuring
—
—
—
—
—
—
( 8,333 )
27.9
Other (1)
1,846
( 11.8 )
228
4.4
3,516
( 18.9 )
( 414 )
1.4
Income tax benefit (2)
$
( 1,968 )
12.6
%
$
( 271 )
( 5.2 )
%
$
( 1,852 )
10.0
%
$
( 21,364 )
71.6
%
(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.
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Note 7 — Revenue from Contracts with Customers
Disaggregation of Revenue
Our revenues are primarily 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
Production
Intercompany
Total
Intervention
Robotics
Facilities
Eliminations (1)
Revenue
Three months ended June 30, 2021
Short-term
$
76,669
$
21,012
$
—
$
—
$
97,681
Long-term
55,636
10,639
14,218
( 16,233 )
64,260
Total
$
132,305
$
31,651
$
14,218
$
( 16,233 )
$
161,941
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
Six months ended June 30, 2021
Short-term
$
125,886
$
30,419
$
—
$
—
$
156,305
Long-term
140,187
23,388
30,665
( 25,189 )
169,051
Total
$
266,073
$
53,807
$
30,665
$
( 25,189 )
$
325,356
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
(1) Intercompany revenues among our business segments are under agreements that are considered long-term.
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 $ 0.6 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.
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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 $ 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 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 June 30, 2021.
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
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 $ 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.
For additional information regarding revenue recognition, see Notes 2 and 12 to our 2020 Form 10-K.
Note 8 — Earnings Per Share
We have shares of restricted stock issued and outstanding that are currently unvested. 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 EPS under the two-class method in periods in which we have earnings. Under the two-class method, net income or loss attributable to common shareholders for each period is 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. 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.
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Basic EPS is computed by dividing net income or loss available to common shareholders 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
Three Months Ended
June 30, 2021
June 30, 2020
Income
Shares
Income
Shares
Basic:
Net income (loss) attributable to common shareholders
$
( 13,709 )
$
5,450
Less: Undistributed earnings allocated to participating securities
—
( 37 )
Accretion of redeemable noncontrolling interests
—
( 69 )
Net income (loss) available to common shareholders, basic
$
( 13,709 )
150,028
$
5,344
148,971
Diluted:
Net income (loss) available to common shareholders, basic
$
( 13,709 )
150,028
$
5,344
148,971
Effect of dilutive securities:
Share-based awards other than participating securities
—
—
—
720
Net income (loss) available to common shareholders, diluted
$
( 13,709 )
150,028
$
5,344
149,691
Six Months Ended
Six Months Ended
June 30, 2021
June 30, 2020
Income
Income
Shares
Basic:
Net loss attributable to common shareholders
$
( 16,587 )
$
( 6,488 )
Less: Accretion of redeemable noncontrolling interests
( 241 )
( 2,155 )
Net loss available to common shareholders, basic
$
( 16,828 )
149,982
$
( 8,643 )
148,917
Diluted:
Net loss available to common shareholders, basic
$
( 16,828 )
149,982
$
( 8,643 )
148,917
Effect of dilutive securities:
Share-based awards other than participating securities
—
—
—
—
Net loss available to common shareholders, diluted
$
( 16,828 )
149,982
$
( 8,643 )
148,917
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. 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):
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Diluted shares (as reported)
150,028
149,691
149,982
148,917
Share-based awards
1,325
—
1,282
980
Total
151,353
149,691
151,264
149,897
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The following potentially dilutive shares related to the 2022 Notes, the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
2022 Notes
2,519
8,997
2,519
8,997
2023 Notes
3,168
13,202
3,168
13,202
2026 Notes
28,676
—
28,676
—
Note 9 — Employee Benefit Plans
Long-Term 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:
Grant Date
Fair Value
Date of Grant
Shares/Units
Per Share/Unit
Vesting Period
January 1, 2021 (1)
452,381
$
4.20
33 % per year over three years
January 4, 2021 (2)
452,381
$
5.33
100 % on January 4, 2024
January 4, 2021 (3)
14,249
$
4.20
100 % on January 1, 2023
April 1, 2021 (3)
9,282
$
5.05
100 % on January 1, 2023
(1) Reflects grants of restricted stock units (“RSUs”) to our executive officers.
(2) Reflects grants of performance share units (“PSUs”) to our executive officers. 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. The grant date fair value represents the average grant date fair value of the two components.
(3) Reflects grants of restricted stock to certain independent members of our Board of Directors (our “Board”) 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. 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. Those PSUs contain a service condition and a market condition. PSUs granted in 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee of our Board and are initially accounted for as equity awards. 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 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 .
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Compensation cost for PSUs that have a service condition and a market condition and are accounted for as equity awards is measured based on the grant date estimated fair value and recognized over the vesting period on a straight-line basis. The grant date estimated fair value is determined using a Monte Carlo simulation model. Compensation cost for PSUs that have a service condition and a performance condition and are accounted for as equity awards is initially measured based on the grant date fair value. 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- 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.
RSUs granted in 2021 have been accounted for as liability awards. Liability RSUs are measured at their estimated fair value at each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed. Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting. 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- 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
We sponsor a defined contribution 401(k) retirement plan. We suspended our discretionary contributions for an indefinite period beginning January 2021.
Employee Stock Purchase Plan
We have an employee stock purchase plan (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.
For more information regarding our employee benefit plans, including the 2005 Incentive Plan and the ESPP, see Note 14 to our 2020 Form 10-K.
Note 10 — 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 segment for financial reporting purposes. Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing well enhancement or decommissioning operations 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, SILs and the ROAM, some of which we provide on a stand-alone basis. 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 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). All material intercompany transactions between the segments have been eliminated.
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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
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Net revenues —
Well Intervention
$
132,305
$
145,841
$
266,073
$
286,493
Robotics
31,651
50,836
53,807
86,094
Production Facilities
14,218
13,593
30,665
29,134
Intercompany eliminations
( 16,233 )
( 11,123 )
( 25,189 )
( 21,553 )
Total
$
161,941
$
199,147
$
325,356
$
380,168
Income (loss) from operations —
Well Intervention
$
( 6,719 )
$
11,758
$
( 1,476 )
$
6,066
Robotics
255
7,781
( 2,679 )
4,957
Production Facilities
4,682
3,365
11,196
7,008
Segment operating income (loss)
( 1,782 )
22,904
7,041
18,031
Goodwill impairment (1)
—
—
—
( 6,689 )
Corporate, eliminations and other
( 9,159 )
( 8,710 )
( 18,537 )
( 18,175 )
Total
$
( 10,941 )
$
14,194
$
( 11,496 )
$
( 6,833 )
(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 STL.
Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):
Three Months Ended
Six Months Ended
June 30,
June 30,
2021
2020
2021
2020
Well Intervention
$
10,206
$
3,910
$
12,793
$
7,214
Robotics
6,027
7,213
12,396
14,339
Total
$
16,233
$
11,123
$
25,189
$
21,553
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,
December 31,
2021
2020
Well Intervention
$
2,084,665
$
2,134,081
Robotics
101,121
132,550
Production Facilities
125,863
129,773
Corporate and other
106,058
101,874
Total
$
2,417,707
$
2,498,278
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Note 11 — Asset Retirement Obligations
Asset retirement obligations (“AROs”) are recorded at fair value and consist of estimated costs for subsea infrastructure plug and abandonment (“P&A”) activities associated with our oil and gas properties. The estimated 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.
Our AROs relate to our Droshky oil and gas properties that we acquired from Marathon Oil Corporation (“Marathon Oil”) in January 2019. 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 (in thousands):
2021
2020
AROs at January 1,
$
30,913
$
28,258
Revisions in estimates
( 2,631 )
—
Accretion expense
48
1,304
AROs at June 30,
$
28,330
$
29,562
Note 12 — 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, which are currently 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 , with options to extend. 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. 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. The Grand Canyon III charter expires May 2023.
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 or 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 13 — 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. The following table provides supplemental cash flow information (in thousands):
Six Months Ended
June 30,
2021
2020
Interest paid, net of interest capitalized
$
10,601
$
8,413
Income taxes paid
4,588
4,937
Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions totaled $ 0.4 million at June 30, 2021 and $ 1.6 million at December 31, 2020.
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Note 14 — 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, offshore energy 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):
2021
2020
Balance at January 1,
$
3,469
$
—
Additions (reductions) (1)
( 76 )
2,424
Write-offs (2)
( 1,845 )
—
Adjustments (3)
—
785
Balance at June 30,
$
1,548
$
3,209
(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.
(3) The adjustment in allowance for credit losses reflects provision for current expected credit losses upon the adoption of ASU No. 2016-13 on January 1, 2020.
Note 15 — 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 and long-term debt. 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.
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The principal amount and estimated fair value of our long-term debt are as follows (in thousands):
June 30, 2021
December 31, 2020
Principal
Fair
Principal
Fair
Amount (1)
Value (2) (3)
Amount (1)
Value (2) (3)
Term Loan (matures December 2021)
$
28,000
$
27,895
$
29,750
$
28,969
Nordea Q5000 Loan (matured January 2021) (4)
—
—
53,572
53,598
MARAD Debt (matures February 2027)
52,676
56,542
56,410
62,318
2022 Notes (mature May 2022)
35,000
35,199
35,000
33,513
2023 Notes (mature September 2023)
30,000
29,662
30,000
28,650
2026 Notes (mature February 2026)
200,000
247,359
200,000
211,383
Total debt
$
345,676
$
396,657
$
404,732
$
418,431
(1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 5 for additional disclosures on our long-term debt.
(2) The estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 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, the 2023 Notes and the 2026 Notes are for the entire instrument inclusive of the conversion feature, which had been accounted for in shareholders’ equity through December 31, 2020.
(4) The Nordea Q5000 Loan was fully repaid upon maturity in January 2021 (Note 5) .
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.