Document_and_Entity_Informatio
Document and Entity Information (USD $) | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Apr. 30, 2014 | Jun. 28, 2013 |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Cal Dive International, Inc. | ' | ' |
Entity Central Index Key | '0001364100 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Public Float | ' | ' | $178 |
Entity Common Stock, Shares Outstanding | ' | 98,740,728 | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Type | '10-Q | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Consolidated_Balance_Sheets_Un
Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $3,299 | $12,190 |
Accounts receivable: | ' | ' |
Trade, net of allowance for doubtful accounts of $0 and $0, respectively | 68,874 | 55,409 |
Contracts in progress | 139,880 | 125,121 |
Income tax receivable | 699 | 0 |
Deferred income taxes | 0 | 52 |
Other current assets | 41,673 | 37,271 |
Total current assets | 254,425 | 230,043 |
Property and equipment | 677,809 | 690,749 |
Less - Accumulated depreciation | -308,636 | -302,169 |
Net property and equipment | 369,173 | 388,580 |
Other assets: | ' | ' |
Deferred drydock costs, net | 21,272 | 23,497 |
Other assets, net | 13,647 | 8,562 |
Total assets | 658,517 | 650,682 |
Current liabilities: | ' | ' |
Accounts payable | 106,337 | 114,663 |
Advanced billings on contracts | 671 | 172 |
Accrued liabilities | 32,806 | 29,284 |
Income tax payable | 6,696 | 3,886 |
Current maturities of long-term debt | 13,989 | 13,989 |
Deferred income taxes | 1,656 | 0 |
Total current liabilities | 162,155 | 161,994 |
Long-term debt | 209,568 | 179,464 |
Deferred income taxes | 48,805 | 58,784 |
Other long-term liabilities | 8,355 | 8,423 |
Total liabilities | 428,883 | 408,665 |
Equity: | ' | ' |
Common stock, $0.01 par value, 240,000 shares authorized, 98,748 and 97,436 shares issued and outstanding, respectively | 988 | 975 |
Capital in excess of par | 438,376 | 437,455 |
Accumulated other comprehensive income (loss) | -832 | -666 |
Retained deficit | -203,728 | -190,677 |
Equity attributable to Cal Dive | 234,804 | 247,087 |
Noncontrolling interest | -5,170 | -5,070 |
Total equity | 229,634 | 242,017 |
Total liabilities and equity | $658,517 | $650,682 |
Consolidated_Balance_Sheets_Un1
Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Accounts receivable: | ' | ' |
Trade, allowance for doubtful accounts | $0 | $0 |
Equity: | ' | ' |
Common stock, shares authorized (in shares) | 240,000 | 240,000 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares issued (in shares) | 98,748 | 97,436 |
Common stock, shares outstanding (in shares) | 98,748 | 97,436 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Operations (Unaudited) [Abstract] | ' | ' |
Revenues | $119,104 | $80,919 |
Cost of sales | 125,323 | 92,436 |
Gross profit (loss) | -6,219 | -11,517 |
General and administrative expenses | 10,027 | 11,909 |
Asset impairment | 0 | 125 |
(Gain) loss on sale of assets and other | -1,612 | 20 |
Operating loss | -14,634 | -23,571 |
Interest expense, net | 5,608 | 4,632 |
Interest expense - adjustment to conversion feature of convertible debt | 0 | 63 |
Other (income) expense, net | -194 | 79 |
Loss before income taxes | -20,048 | -28,345 |
Income tax benefit | -6,897 | -9,319 |
Net loss | -13,151 | -19,026 |
Income (loss) attributable to noncontrolling interest | -100 | -1,376 |
Loss attributable to Cal Dive | ($13,051) | ($17,650) |
Loss per share attributable to Cal Dive: | ' | ' |
Basic and diluted | ($0.14) | ($0.19) |
Weighted average shares outstanding: | ' | ' |
Basic and diluted | 95,081 | 93,732 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) [Abstract] | ' | ' |
Net loss | ($13,151) | ($19,026) |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustment | -175 | -274 |
Unrealized gain from cash flow hedge (net of tax of $4 and $7, respectively) | 8 | 13 |
Total other comprehensive income (loss) | -167 | -261 |
Comprehensive loss | -13,318 | -19,287 |
Comprehensive income (loss) attributable to noncontrolling interest | -100 | -1,376 |
Comprehensive loss attributable to Cal Dive | ($13,218) | ($17,911) |
Consolidated_Statements_of_Com1
Consolidated Statements of Comprehensive Loss (Unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) [Abstract] | ' | ' |
Unrealized gain (loss) from cash flow hedge, net of tax of | $4 | $7 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($13,151) | ($19,026) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 14,360 | 14,180 |
Stock compensation expense | 935 | 1,448 |
Deferred income tax expense (benefit) | -9,979 | -15,560 |
(Gain) loss on sale of assets and other | -1,612 | 20 |
Amortization of debt discount and deferred financing costs | 1,851 | 1,868 |
Marked-to-market adjustment of debt conversion feature | 0 | 63 |
Asset impairment | 0 | 125 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, net | -28,670 | 23,540 |
Income tax receivable and payable, net | 2,111 | 11,460 |
Other current assets | -1,698 | -1,782 |
Deferred drydock costs | -1,094 | -767 |
Accounts payable and accrued liabilities | -1,236 | -12,277 |
Other noncurrent assets and liabilities, net | -2,062 | 227 |
Net cash used in operating activities | -40,245 | 3,519 |
Cash Flows From Investing Activities: | ' | ' |
Additions to property and equipment | -4,693 | -1,081 |
Proceeds from sales of property and equipment | 7,551 | 0 |
Net cash used in investing activities | 2,858 | -1,081 |
Cash Flows From Financing Activities: | ' | ' |
Repayments on secured term loan | -997 | -603 |
Draws on revolving credit facility | 56,039 | 56,500 |
Repayments on revolving credit facility | -26,039 | -55,600 |
Payment of deferred financing costs | -514 | 0 |
Net cash provided by (used in) financing activities | 28,489 | 297 |
Effect of exchange rate changes on cash and cash equivalents | 7 | -28 |
Net decrease in cash and cash and cash equivalents | -8,891 | 2,707 |
Cash and cash equivalents: | ' | ' |
Cash and cash equivalents, beginning of period | 12,190 | 8,343 |
Cash and cash equivalents, end of period | $3,299 | $11,050 |
General
General | 3 Months Ended |
Mar. 31, 2014 | |
General [Abstract] | ' |
General | ' |
1. General | |
Organization | |
We are a marine contractor that provides manned diving, pipelay and pipe burial, platform installation and salvage and light well intervention services to a diverse customer base in the offshore oil and natural gas industry. We offer our customers these complementary services on an integrated basis for more complex offshore projects, which maximizes efficiencies for our customers and enhances the utilization of our fleet. Our headquarters are located in Houston, Texas. | |
Our global footprint encompasses operations on the Gulf of Mexico Outer Continental Shelf (or "OCS"), and in the Northeastern U.S., Latin America, Southeast Asia, China, Australia, West Africa, the Middle East and Europe. We own a diversified fleet of surface and saturation dive support vessels and construction barges. | |
Preparation of Interim Financial Statements | |
These interim consolidated financial statements are unaudited and have been prepared pursuant to instructions for quarterly reporting required to be filed with the Securities and Exchange Commission (or "SEC") and do not include all information and notes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (or "GAAP"). | |
The accompanying consolidated financial statements have been prepared in conformity with GAAP, and our application of GAAP for purposes of preparing the accompanying consolidated financial statements is consistent in all material respects with the manner applied to the consolidated financial statements included in our annual report on Form 10-K for the year ended December 31, 2013 (or "2013 Form 10-K"). 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. Management has reflected all adjustments (which were normal recurring adjustments unless otherwise disclosed herein) that it believes are necessary for a fair presentation of the consolidated balance sheets, results of operations and cash flows, as applicable. | |
Our balance sheet as of December 31, 2013 included herein has been derived from the audited balance sheet as of December 31, 2013 included in our 2013 Form 10-K. These consolidated financial statements should be read in conjunction with the annual consolidated financial statements and notes thereto included in our 2013 Form 10-K, which contains a summary of our significant accounting policies and estimates and other disclosures. Interim results should not be taken as indicative of the results that may be expected for any other interim period or the year ending December 31, 2014. | |
Subsequent Events | |
We conducted our subsequent events review through the date these interim consolidated financial statements were issued with the SEC. See note 11 for a discussion of subsequent events. | |
Seasonality | |
Marine operations are typically seasonal and depend, in part, on weather conditions. Historically, we have experienced our lowest vessel utilization rates during the winter and early spring, when weather conditions are least favorable for offshore exploration, development and construction activities. | |
Significant Accounting Policies and Estimates | |
There have been no material changes or developments to the significant accounting policies discussed in our 2013 Form 10-K or new accounting pronouncements issued or adopted significantly affecting our financial statements. |
Details_of_Certain_Accounts
Details of Certain Accounts | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Details of Certain Accounts [Abstract] | ' | ||||||||
Details of Certain Accounts | ' | ||||||||
2. Details of Certain Accounts | |||||||||
Included in accounts receivable at March 31, 2014 and December 31, 2013 is $5.2 million owed from a customer in China which is overdue but could not be collected timely due to our customer's involvement in certain customs issues with a local government. In 2012 we won an arbitration award of the entire amount due and obtained an order of a Hong Kong court permitting us to enforce the arbitration award as a judgment of the court. On March 24, 2014, an order was rendered by the Hong Kong court, ordering the payment to us of the full amount of the receivable plus attorney's fees and interest of $2.0 million, and the funds were released on March 31, 2014 and received in early April. | |||||||||
Also included in accounts receivable at March 31, 2014 and December 31, 2013 is $5.5 million owed from a customer in Indonesia for work that we successfully completed. This customer has acknowledged the amount is due. We are working with the customer to develop a payment plan and our receivable is secured by a guarantee by the customer's parent company. We believe that we will ultimately collect this receivable from either our customer or its parent company. | |||||||||
Other current assets consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Insurance claims to be reimbursed | $ | 1,784 | $ | 22 | |||||
Prepaid job costs (1) | 6,447 | 9,368 | |||||||
Prepaid insurance | 1,594 | 3,166 | |||||||
Prepaid other | 2,889 | 1,286 | |||||||
VAT receivable | 10,390 | 7,578 | |||||||
Other receivables (2) | 7,132 | 3,633 | |||||||
Assets held for sale (3) | 10,328 | 11,068 | |||||||
Supplies and spare parts inventory | 1,107 | 1,148 | |||||||
Other | 2 | 2 | |||||||
$ | 41,673 | $ | 37,271 | ||||||
________________________ | |||||||||
-1 | Prepaid job costs primarily relate to our four projects in Mexico. | ||||||||
-2 | Includes the current portion of a note receivable related to the sale of a portable saturation system during the first quarter 2014. We monitor the credit worthiness of the buyer and have remedies under the note receivable, including lien rights. | ||||||||
-3 | The amount recorded in assets held for sale at March 31, 2014 includes two dive support vessels, three portable saturation diving systems and one facility. The amount recorded in assets held for sale at December 31, 2013 includes three dive support vessels, one construction barge, three portable saturation diving systems and one facility. During the first quarter 2014, we completed the sale of one of the dive support vessels and the construction barge. We expect to sell the remaining assets over the next twelve months and have engaged brokers to assist in facilitating these divestitures. | ||||||||
Other long-term assets, net, consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Intangible assets with finite lives, net | $ | 48 | $ | 66 | |||||
Deferred financing costs, net | 7,429 | 7,664 | |||||||
Non-current notes receivables | 3,344 | - | |||||||
Equipment deposits and other | 1,138 | 832 | |||||||
Long-term tax receivable | 1,688 | - | |||||||
$ | 13,647 | $ | 8,562 | ||||||
Accrued liabilities consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payroll and related benefits | $ | 2,954 | $ | 6,181 | |||||
Unearned revenue | 3,144 | 60 | |||||||
Insurance claims to be reimbursed | 1,784 | 22 | |||||||
Self-insurance reserves | 7,420 | 5,807 | |||||||
Accrued taxes other than income | 12,892 | 10,164 | |||||||
Accrued interest | 2,466 | 3,342 | |||||||
Financed insurance premium | 1,085 | 2,379 | |||||||
Other | 1,061 | 1,329 | |||||||
$ | 32,806 | $ | 29,284 | ||||||
Other long-term liabilities consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Uncertain tax position liabilities | $ | 6,329 | $ | 6,329 | |||||
Other | 2,026 | 2,094 | |||||||
$ | 8,355 | $ | 8,423 | ||||||
Longterm_Debt
Long-term Debt | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long-term Debt [Abstract] | ' | ||||||||
Long-term Debt | ' | ||||||||
3 | Long-Term Debt | ||||||||
Long-term debt consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revolving credit loans due 2016 | $ | 105,300 | $ | 75,300 | |||||
Secured term loan due 2016 | 29,661 | 30,658 | |||||||
Convertible notes due 2017, net of unamortized discount of $17,654 and $18,755, respectively | 68,596 | 67,495 | |||||||
Unsecured term loan | 20,000 | 20,000 | |||||||
Total debt | 223,557 | 193,453 | |||||||
Less current portion | (13,989 | ) | (13,989 | ) | |||||
Long-term debt | $ | 209,568 | $ | 179,464 | |||||
Senior Secured Credit Facility | |||||||||
At March 31, 2014, we had a senior secured credit facility with certain financial institutions, which matures on April 26, 2016, consisting of a variable-interest term loan and a variable-interest $125.0 million revolving credit facility (the "Credit Agreement"). At March 31, 2014, we had outstanding secured term loan debt of $29.7 million, including current maturities. Based on this remaining balance and assuming no additional prepayments, the quarterly principal payments on the balance of the secured term loan are $1.0 million until a final payment of approximately $21.7 million becomes due at maturity on April 26, 2016. Pursuant to the terms of the Credit Agreement, the required quarterly principal payments may be reduced based on the pro-rata prepayment of the term loan. We may prepay all or any portions of the outstanding balance of the term loan without prepayment penalty. | |||||||||
Additionally, as of March 31, 2014, we had $105.3 million borrowed and $0.3 million of letters of credit issued and outstanding under our revolving credit facility. At March 31, 2014 we had $19.4 million of borrowing capacity under our revolving credit facility. The availability under our revolving credit facility is reduced by outstanding borrowings and letters of credit, and can be limited by our consolidated leverage (debt to earnings before interest, income taxes and depreciation and amortization (or "EBITDA") as defined in the Credit Agreement) ratio covenant at each quarter end and by our collateral coverage sublimit. However, our revolving credit facility is not otherwise restricted during the year provided we are in compliance with existing financial covenants. We may borrow from or repay the revolving portion of our Credit Agreement as business needs merit. | |||||||||
Effective March 7, 2014, we amended the Credit Agreement to among other things: (i) allow us to incur second lien debt in an aggregate principal amount not to exceed $150.0 million, so long as (a) any such second lien debt matures at least 12 months after expiration of the Credit Agreement, (b) such second lien debt is not required to be prepaid prior to its stated maturity, and (c) all of the net proceeds of such second lien debt are used to repay in full our $20.0 million unsecured term loan (the "Unsecured Term Loan") and the term loan under the Credit Agreement, and to repay a portion of the outstanding amounts under the revolving credit facility under the Credit Agreement; (ii) exclude the secured indebtedness evidenced by any such second lien debt from the calculation of the consolidated leverage ratio; (iii) increase the consolidated leverage ratio covenant from 3.75x to 4.25x for the fiscal quarter ended December 31, 2013, and then reduce the covenant to 3.00x for the fiscal quarter ending March 31, 2014 and thereafter; (iv) reduce the fixed charge coverage ratio covenant from 1.25 to 1 to 1.10 to 1 for the fiscal quarter ended December 31, 2013; (v) allow for certain asset sale proceeds to offset maintenance capital expenditures in the calculation of the fixed charge coverage ratio covenant; and (vi) allow us to incur up to $30.0 million in project financing for foreign projects. As part of the amendment, the size of the revolving credit facility under the Credit Agreement will be reduced by $5.0 million per month from May 31, 2014 to July 31, 2014 to $110.0 million. | |||||||||
Effective May 9, 2014, we further amended our Credit Agreement to among other things: (i) reduce the aggregate principal amount of second lien debt that we may incur to $100.0 million; (ii) give pro forma effect to the second lien debt in calculating the consolidated leverage ratio covenant for the fiscal quarter ended March 31, 2014; and (iii) increase the amount we are allowed to incur in project financing for foreign projects from $30.0 million to $75.0 million. As part of the amendment, the size of the revolving credit facility under the Credit Agreement will be further reduced by $5.0 million per month from July 31, 2014 to December 31, 2014 to $85.0 million. | |||||||||
Based on the calculations for the period ended March 31, 2014, we were in compliance with all debt covenants under our Credit Agreement. The credit facility is secured by vessel mortgages on all of our vessels, a pledge of all of the stock of all of our domestic subsidiaries and 66% of the stock of three of our foreign subsidiaries, and a security interest in, among other things, all of our equipment, inventory, accounts receivable and general tangible assets. | |||||||||
Convertible Notes | |||||||||
On July 18, 2012, we issued $86.25 million aggregate principal amount of 5.0% convertible senior notes due 2017 (the "Convertible Notes"). We received approximately $83.0 million of net proceeds, after deducting the initial purchasers' commissions and transaction expenses. We used all of the net proceeds to repay a substantial portion of the term loan under our Credit Agreement. In connection with the issuance of the Convertible Notes, we paid and capitalized approximately $3.5 million of loan fees which is being amortized to interest expense over the term of the Convertible Notes. | |||||||||
The Convertible Notes bear interest at a rate of 5.0% per year, payable semi-annually in arrears on January 15 and July 15 of each year, and mature on July 15, 2017. The Convertible Notes are our general unsecured and unsubordinated obligations, and are guaranteed by certain of our wholly-owned domestic subsidiaries. The Convertible Notes rank senior in right of payment to any of our future indebtedness that is expressly subordinated in right of payment to the Convertible Notes, rank equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated, and are effectively subordinated in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries. The Convertible Notes are governed by an indenture, as supplemented, dated July 18, 2012 with The Bank of New York Mellon Trust Company, N.A., as trustee. | |||||||||
We may not redeem the Convertible Notes prior to the maturity date. Prior to April 15, 2017, holders may convert their Convertible Notes only under the following circumstances: (i) the closing sale price of our common stock equals or exceeds $2.69 for 20 days during a 30 consecutive trading day period; (ii) the trading price per $1,000 principal amount of the Convertible Notes is less than 98% of the product of the closing sale price of our common stock and the conversion price for the Convertible Notes for each of five consecutive trading days; or (iii) upon the occurrence of specified corporate events. On and after April 15, 2017 until the maturity date, holders may convert all or a portion of their Convertible Notes at any time with settlement of all Convertible Notes converted during the period occurring on July 15, 2017. Upon conversion of a Convertible Note, we will pay or deliver, at our election, cash, shares of our common stock or a combination thereof, based on an initial conversion rate of 445.6328 shares of our common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $2.24 per share of our common stock). Upon the occurrence of certain fundamental changes, holders of the Convertible Notes will have the right to require us to purchase all or a portion of their Convertible Notes for cash at a price equal to 100% of the principal amount of such Convertible Notes, plus any accrued and unpaid interest. Upon the occurrence of certain significant corporate transactions, holders who convert their Convertible Notes in connection with a change of control may be entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, the Convertible Notes contain certain events of default as set forth in the indenture. As of March 31, 2014, none of the conditions allowing holders of the Convertible Notes to convert, or requiring us to repurchase the Convertible Notes, had been met. Our intent is to repay the principal amount of the Convertible Notes in cash and the conversion feature in shares of our common stock. | |||||||||
Neither the Convertible Notes nor the shares of our common stock, if any, issuable upon conversion of the Convertible Notes have been registered under the Securities Act or the securities laws of any other jurisdiction. We do not intend to file a shelf registration statement for the resale of the Convertible Notes or the shares, if any, issuable upon conversion of the Convertible Notes. We are required, however, to pay additional interest under specified circumstances. | |||||||||
At the time of issuance of the Convertible Notes, NYSE rules limited the number of shares of our common stock that we were permitted to issue upon conversion of the Convertible Notes to no more than 19.99% of our common stock outstanding immediately before the issuance of the Convertible Notes unless we received stockholder approval for such issuance, and the number of shares of our common stock that would be issued upon a full conversion of the Convertible Notes was greater than permitted by such NYSE rules. We obtained the requisite stockholder approval to accommodate full conversion of the Convertible Notes at our 2013 Annual Meeting on May 14, 2013. | |||||||||
Prior to obtaining stockholder approval, we determined that the conversion feature of the Convertible Notes did not meet the criteria for equity classification based on the settlement terms of the Convertible Notes. As a result, from the time of issuance to May 14, 2013, the conversion feature was recognized as a derivative liability and presented under long-term debt in the accompanying consolidated balance sheet, with offsetting changes in the fair value recognized as interest expense in the consolidated statement of operations. The initial value allocated to this derivative liability was $24.6 million of the $86.25 million principal amount of the Convertible Notes, which also represented the amount of the debt discount to be amortized through interest expense using the effective interest method through the maturity of the Convertible Notes. Accordingly, the effective interest rate used to amortize the debt discount on the Convertible Notes is 13.3%. Now that we have the ability to settle the conversion feature fully in shares of our common stock, the embedded conversion feature is no longer required to be separately valued and accounted for as a derivative liability. The marked-to-market adjustment on the conversion feature for the period from December 31, 2012 through May 14, 2013 (the final valuation date) was a reduction to interest expense of $6.4 million. Since the original date of issuance, we recorded an $8.5 million adjustment, as a reduction of interest expense for the change in fair value of the derivative liability. As of May 14, 2013, the conversion feature's cumulative value of $16.1 million was reclassified to capital in excess of par within equity and will no longer be marked-to-market through earnings. The deferred tax liability and its tax basis at the date of issuance (July 18, 2012) was also reclassified to capital in excess of par within equity. | |||||||||
Because it is our intent to settle the principal portion of the Convertible Notes in cash and the conversion feature in shares of our common stock, we will use the treasury stock method in calculating the diluted earnings per share effect for the variable number of shares that would be issued to settle the conversion feature. The Convertible Notes were anti-dilutive for the three months ended March 31, 2014. | |||||||||
Unsecured Term Loan | |||||||||
On June 27, 2013, we entered into a credit agreement with a financial institution providing for the $20.0 million Unsecured Term Loan. At March 31, 2014, the full $20.0 million was outstanding under the Unsecured Term Loan. The Unsecured Term Loan matures in two portions of $10.0 million. Effective December 31, 2013, we amended the Unsecured Term Loan to extend the maturity date for the first portion from January 2, 2014 to April 30, 2014. Effective April 30, 2014, we further amended the Unsecured Term Loan to extend the maturity date for the first portion from April 30, 2014 to May 30, 2014. The second portion matures on June 26, 2015. The interest rate on the Unsecured Term Loan is 13.5% per annum, payable on the first day of each calendar quarter in arrears. The net proceeds of the Unsecured Term Loan were used for certain working capital requirements relating to our contract awards in Mexico. | |||||||||
The Unsecured Term Loan contains representations and affirmative covenants that are substantially similar to those in our Credit Agreement. The Unsecured Term Loan also has terms and conditions, including events of default, that we consider reasonable and customary for this type of indebtedness. Upon the occurrence of an event of default, the interest rate will increase 2% per annum. The events of default include failure to timely pay amounts due under the Unsecured Term Loan, non-compliance with covenants, failure to pay other outstanding third party debt above a stated threshold, material breaches of representations, insolvency, a change of control and other events of default customary for this type of indebtedness (subject to applicable notice and cure periods for most defaults). During the existence of any uncured events of default, the lenders of the Unsecured Term Loan have the right to declare the outstanding amounts immediately due and payable. | |||||||||
The Unsecured Term Loan also requires that if (i) we fail to maintain liquidity in an amount equal to or greater than $15.0 million (measured as of the last day of each fiscal quarter, beginning on June 30, 2014); (ii) an event of default occurs; or (iii) we pay off all amounts outstanding under our Credit Agreement (other than in connection with a refinancing or replacement of such Credit Agreement), certain of our assets will become secured in favor of the lenders (only if such security would not cause a default or event of default under the Credit Agreement). Additionally, if we pay off all amounts outstanding under our Credit Agreement (other than in connection with a refinancing or replacement of such Credit Agreement), certain asset disposal events may also require prepayment of the Unsecured Term Loan. | |||||||||
Senior Secured Second Lien Term Loan Facility | |||||||||
On May 9, 2014, we entered into an amendment and restatement of the credit agreement for the Unsecured Term Loan that provides for a $100.0 million Senior Secured Second Lien Term Loan Facility (the "Second Lien Facility"), including the $20.0 million outstanding under the Unsecured Term Loan which has been converted from an unsecured term loan to a second lien term loan under the Second Lien Facility. Both term loans under the Second Lien Facility mature on May 9, 2019, with no scheduled amortization of the term loans prior to maturity. The net proceeds of the Second Lien Facility were used to repay in full the term loan under the Credit Agreement and to repay a portion of the outstanding amounts under the revolving credit facility under the Credit Agreement. See note 11. |
Derivative_Instruments_and_Fai
Derivative Instruments and Fair Value Measurements | 3 Months Ended | |
Mar. 31, 2014 | ||
Derivative Instruments and Hedging Activities [Abstract] | ' | |
Derivative Instruments and Hedging Activities [Text Block] | ' | |
4 | Derivative Instruments and Fair Value Measurements | |
Conversion Feature of Convertible Debt | ||
At the time of issuance of the Convertible Notes, we recognized a derivative liability for their embedded conversion feature, as the Convertible Notes did not meet the criteria for equity classification based on their settlement terms. The initial value allocated to the derivative liability at issuance of the Convertible Notes on July 18, 2012 was $24.6 million. Changes in the fair value of the derivative liability were recognized in earnings. On May 14, 2013, we obtained stockholder approval enabling the issuance of the maximum number of shares of our common stock necessary to accommodate full conversion of the Convertible Notes. As of that date, the embedded conversion feature was no longer required to be separately valued and accounted for as a derivative liability and was reclassified to capital in excess of par within equity. The marked-to-market adjustment on the conversion feature for the period from December 31, 2012 through May 14, 2013 (the final valuation date) was a reduction to interest expense of $6.4 million. The estimated fair value of the derivative liability for the conversion feature was computed using a binomial lattice model using Level 3 inputs. The main inputs and assumptions into the binomial lattice model were our stock price at the date of valuation, expected volatility, credit spreads and the risk-free interest rate. | ||
Fair Value Measurements | ||
Measurements on a Recurring Basis | ||
The fair values of our cash and cash equivalents, accounts receivable, accounts payable, and certain other current assets and current liabilities approximate their carrying value due to their short-term maturities. The fair value of our variable rate debt under our Credit Agreement was calculated using a market approach based upon Level 3 inputs including interest rate margins reflecting current market conditions. The fair value approximates the carrying value due to the variable nature of the underlying interest rates. The fair value of our fixed rate debt approximates the carrying value because the fixed interest rate charged approximates the rate at which we can currently borrow on unsecured debt. | ||
Convertible Debt | ||
The fair value of the Convertible Notes is determined based on similar debt instruments that do not contain a conversion feature. At March 31, 2014, the Convertible Notes were trading at 96.4 % of par value based on limited quotations (Level 2 inputs), and include a value associated with the conversion feature of the Convertible Notes. The Convertible Notes had a fair value of $65.5 million at March 31, 2014 and $72.7 million at December 31, 2013. | ||
Measurements on a Non-recurring Basis | ||
For the three months ended March 31, 2013, we recorded a $0.1 million impairment charge relating to a facility that was held for sale using Level 3 inputs based on expected proceeds. We did not have any other fair value adjustments for assets and liabilities measured at fair value on a non-recurring basis for the three months ended March 31, 2014 and 2013, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitment and Contingencies [Abstract] | ' |
Commitments and Contingencies | ' |
5. Commitments and Contingencies | |
Self-Insurance Reserves | |
We incur maritime employers' liability, workers' compensation and other insurance claims in the normal course of business, which management believes are covered by insurance. We analyze each claim for potential exposure and estimate the ultimate liability of each claim. Amounts due from insurance companies, above the applicable deductible limits, are reflected in other current assets in the consolidated balance sheets. Such amounts were $1.8 million and less than $0.1 million as of March 31, 2014 and December 31, 2013, respectively. We have not historically incurred significant losses as a result of claims denied by our insurance carriers. | |
Litigation and Claims | |
We are involved in various legal proceedings, primarily involving claims for personal injury under the general maritime laws of the United States and the Jones Act as a result of alleged negligence. In addition, we from time to time incur other claims, such as contract disputes, in the normal course of business. Although these matters have the potential of significant additional liability, we believe the outcome of all such matters and proceedings will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. | |
On January 2, 2013, Cary Dale Kelley filed a lawsuit against us under the Fair Labor Standards Act ("FLSA") in the U.S. District Court, Southern District, Texas, Galveston Division, claiming that we failed to pay him and others for all wages due. The suit was brought as a collective action pursuant to section 216(b) of the FLSA on behalf of current and former hourly offshore personnel employed within the past three years. We answered the suit on February 4, 2013, denying the claims in their entirety and asserting certain affirmative defenses. On August 2, 2013, the district court granted plaintiff's motion to preliminarily certify the proposed class, following which notices were mailed to over 1,000 current and former hourly offshore employees advising them of their opportunity to participate in the lawsuit. Approximately 270 persons submitted consent forms seeking to participate in the case. Trial has not yet been scheduled and discovery has begun. At this time, it is impossible to predict the likelihood of a liability finding against us or the potential damages that might be awarded in the case of such a finding. We continue to deny liability and intend to vigorously contest the claims asserted against us. |
Income_Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
6. Income Taxes | |
As of March 31, 2014 and December 31, 2013 we had $6.3 million recorded as a long-term liability for uncertain tax benefits, interest and penalty. | |
Our effective tax benefit rate was 34.4% and 32.9% for the three months ended March 31, 2014 and 2013, respectively. The effective tax benefit rate for the three months ended March 31, 2014 and 2013 differs from the statutory rate primarily due to the mix of pre-tax profit or loss between U.S. and international taxing jurisdictions with varying statutory rates. Our income tax benefit rate for the three months ended March 31, 2014 and 2013 was computed by applying estimated annual effective tax rates to income before income taxes for the interim period. | |
While we believe our recorded assets and liabilities are reasonable, tax laws and regulations are subject to interpretation and tax litigation is inherently uncertain. As a result, our assessments involve a series of complex judgments about future events and rely heavily on estimates and assumptions. |
Performance_Share_Units
Performance Share Units | 3 Months Ended |
Mar. 31, 2014 | |
Performance Share Units [Abstract] | ' |
Performance Share Units | ' |
7. Performance Share Units | |
We have granted certain of our officers and employees performance share units, which constitute restricted stock units under our 2006 incentive plan and other stock-based awards under our 2013 incentive plan, that vest 100% following the end of a three-year performance period. Each performance share unit represents a contingent right to receive the cash value of one share of our common stock dependent upon our total stockholder return relative to a peer group of companies over a three-year performance period. The awards are payable in cash. A maximum value of 200% of the number of performance share units granted may be earned if performance at the maximum level is achieved. | |
The fair value of the performance share units is re-measured at each reporting period until the awards are settled. At March 31, 2014, the fair value of all awards granted was $3.8 million. The fair value is calculated using a Monte-Carlo simulation model which incorporates the historical performance, volatility and correlation of our stock price with our peer group. At March 31, 2014 and December 31, 2013, the performance share unit liability, reflected in accrued liabilities in the consolidated balance sheets, was $1.0 million and $1.2 million, respectively. | |
Stock-based compensation expense (benefit) recognized for the performance share units for the three months ended March 31, 2014 and 2013 was $(0.2) million and $0.3 million, respectively. The amount and timing of the recognition of additional expense or benefit will be dependent on the estimated fair value at each quarterly reporting date. Any increases or decreases in the fair value may not occur ratably over the remaining performance periods; therefore, compensation expense related to the performance share units could vary significantly in future periods. |
Loss_Per_Share
Loss Per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Loss Per Share [Abstract] | ' | ||||||||
Loss Per Share | ' | ||||||||
8. Loss Per Share | |||||||||
Basic loss per share (or "EPS") is computed by dividing loss attributable to Cal Dive by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except the denominator includes dilutive common stock equivalents using the treasury stock method. The components of basic and diluted EPS for the three months ended March 31, 2014 and 2013 were as follows (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Loss attributable to Cal Dive | $ | (13,051 | ) | $ | (17,650 | ) | |||
Denominator: | |||||||||
Basic weighted average shares outstanding | 95,081 | 93,732 | |||||||
Dilutive outstanding securities (1) | - | - | |||||||
Diluted weighted average shares outstanding | 95,081 | 93,732 | |||||||
Loss per share attributable to Cal Dive: | |||||||||
Basic and diluted | $ | (0.14 | ) | $ | (0.19 | ) | |||
________________________ | |||||||||
-1 | Approximately 3.7 million shares of unvested restricted stock have been excluded from the computation of basic and diluted earnings per share as the effect would be anti-dilutive. Additionally, the Convertible Notes are only dilutive to the extent we generate net income and the average stock price during the period is greater than the conversion price of the Convertible Notes. | ||||||||
Variable_Interest_Entities
Variable Interest Entities | 3 Months Ended | |
Mar. 31, 2014 | ||
Variable Interest Entities [Abstract] | ' | |
Variable Interest Entities [Text Block] | ' | |
9 | Variable Interest Entities | |
In 2011, we formed a joint venture with Petrolog International, Ltd. to provide offshore installation and support services for companies operating in the offshore oil and gas industry in the West Africa region. Cal Dive owns a 60% interest in the joint venture and Petrolog own the remaining 40% interest. Due to our financial support of the joint venture, we have determined it to be a variable interest entity of which we are the primary beneficiary. As a result, we consolidate this joint venture entity in our financial statements. | ||
For the three months ended March 31, 2014, no revenue and a loss of $0.3 million was recognized by the joint venture. For the three months ended March 31, 2013, the joint venture generated revenues of $7.1 million and recorded a loss of $3.4 million. At March 31, 2014, there were approximately $9.3 million of assets and $20.2 million of liabilities in the joint venture. There are no restrictions on the use of assets and liabilities associated with the joint venture. Also, creditors of the joint venture have no recourse against Cal Dive directly. | ||
For the three months ended March 31, 2014 and 2013, loss attributable to non-controlling interest was $0.1 million and $1.4 million, respectively. |
Business_Segment_Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2014 | |
Business Segment Information [Abstract] | ' |
Business segment information | ' |
10. Business Segment Information | |
We have one reportable segment, Marine Contracting. We perform a portion of our marine contracting services in foreign waters. We derived revenues from foreign locations of $105.1 million and $58.7 million for the three months ended March 31, 2014 and 2013, respectively. The remainder of our revenues was generated in the U.S. Gulf of Mexico and other U.S. waters. | |
We strategically evaluate the deployment of our assets and globally reposition vessels based on the demands of our clients and the markets in which they operate. Thus, the location of our vessels can change from period to period. Net property and equipment in foreign locations was $279.4 million and $259.8 million at March 31, 2014 and December 31, 2013, respectively. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
11. Subsequent Events | |
Effective May 9, 2014, we entered into Amendment No. 8 to the Credit Agreement to among other things: (i) reduce the aggregate principal amount of second lien debt we may incur to $100.0 million; (ii) give pro forma effect to the second lien debt in calculating the consolidated leverage ratio covenant for the fiscal quarter ended March 31, 2014; and (iii) increase the amount we are allowed to incur in project financing for foreign projects from $30.0 million to $75.0 million. As part of the amendment, the size of the revolving credit facility under the Credit Agreement will be further reduced by $5.0 million per month from July 31, 2014 to December 31, 2014 to $85.0 million. | |
On April 30, 2014, we entered into an amendment to the Unsecured Term Loan to extend the maturity date for the first $10.0 million portion from April 30, 2014 to May 30, 2014. On May 9, 2014, we entered into an amendment and restatement of the credit agreement for the Unsecured Term Loan that provides for a $100.0 million Second Lien Facility, including the $20.0 million outstanding under the Unsecured Term Loan which has been converted from an unsecured term loan to a second lien term loan under the Second Lien Facility. Both term loans under the Second Lien Facility mature on May 9, 2019, with no scheduled amortization of the term loans prior to maturity. Interest on the Second Lien Facility is payable on the last day of each calendar month in arrears, beginning on May 30, 2014. The $20.0 million tranche bears interest at LIBOR (1% floor) plus 6.75% and the $80.0 million tranche bears interest at LIBOR (1% floor) plus 11.75%. The net proceeds of the Second Lien Facility were used to repay in full the term loan under the Credit Agreement and to repay a portion of the outstanding amounts under the revolving credit facility under the Credit Agreement. We expect to record a loss on early extinguishment of debt during the second quarter 2014. | |
Details_of_Certain_Accounts_Ta
Details of Certain Accounts (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Details of Certain Accounts [Abstract] | ' | ||||||||
Other Current Assets | ' | ||||||||
Other current assets consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Insurance claims to be reimbursed | $ | 1,784 | $ | 22 | |||||
Prepaid job costs (1) | 6,447 | 9,368 | |||||||
Prepaid insurance | 1,594 | 3,166 | |||||||
Prepaid other | 2,889 | 1,286 | |||||||
VAT receivable | 10,390 | 7,578 | |||||||
Other receivables (2) | 7,132 | 3,633 | |||||||
Assets held for sale (3) | 10,328 | 11,068 | |||||||
Supplies and spare parts inventory | 1,107 | 1,148 | |||||||
Other | 2 | 2 | |||||||
$ | 41,673 | $ | 37,271 | ||||||
________________________ | |||||||||
-1 | Prepaid job costs primarily relate to our four projects in Mexico. | ||||||||
-2 | Includes the current portion of a note receivable related to the sale of a portable saturation system during the first quarter 2014. We monitor the credit worthiness of the buyer and have remedies under the note receivable, including lien rights. | ||||||||
-3 | The amount recorded in assets held for sale at March 31, 2014 includes two dive support vessels, three portable saturation diving systems and one facility. The amount recorded in assets held for sale at December 31, 2013 includes three dive support vessels, one construction barge, three portable saturation diving systems and one facility. During the first quarter 2014, we completed the sale of one of the dive support vessels and the construction barge. We expect to sell the remaining assets over the next twelve months and have engaged brokers to assist in facilitating these divestitures. | ||||||||
Other long term assets, net | ' | ||||||||
Other long-term assets, net, consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Intangible assets with finite lives, net | $ | 48 | $ | 66 | |||||
Deferred financing costs, net | 7,429 | 7,664 | |||||||
Non-current notes receivables | 3,344 | - | |||||||
Equipment deposits and other | 1,138 | 832 | |||||||
Long-term tax receivable | 1,688 | - | |||||||
$ | 13,647 | $ | 8,562 | ||||||
Accrued liabilities | ' | ||||||||
Accrued liabilities consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued payroll and related benefits | $ | 2,954 | $ | 6,181 | |||||
Unearned revenue | 3,144 | 60 | |||||||
Insurance claims to be reimbursed | 1,784 | 22 | |||||||
Self-insurance reserves | 7,420 | 5,807 | |||||||
Accrued taxes other than income | 12,892 | 10,164 | |||||||
Accrued interest | 2,466 | 3,342 | |||||||
Financed insurance premium | 1,085 | 2,379 | |||||||
Other | 1,061 | 1,329 | |||||||
$ | 32,806 | $ | 29,284 | ||||||
Other long-term liabilities | ' | ||||||||
Other long-term liabilities consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Uncertain tax position liabilities | $ | 6,329 | $ | 6,329 | |||||
Other | 2,026 | 2,094 | |||||||
$ | 8,355 | $ | 8,423 | ||||||
Longterm_Debt_Tables
Long-term Debt (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Long-term Debt [Abstract] | ' | ||||||||
Schedule of Long-term Debt | ' | ||||||||
Long-term debt consisted of the following as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Revolving credit loans due 2016 | $ | 105,300 | $ | 75,300 | |||||
Secured term loan due 2016 | 29,661 | 30,658 | |||||||
Convertible notes due 2017, net of unamortized discount of $17,654 and $18,755, respectively | 68,596 | 67,495 | |||||||
Unsecured term loan | 20,000 | 20,000 | |||||||
Total debt | 223,557 | 193,453 | |||||||
Less current portion | (13,989 | ) | (13,989 | ) | |||||
Long-term debt | $ | 209,568 | $ | 179,464 | |||||
Loss_Per_Share_Tables
Loss Per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Loss Per Share [Abstract] | ' | ||||||||
Earning Per Share Basic and Diluted | ' | ||||||||
Basic loss per share (or "EPS") is computed by dividing loss attributable to Cal Dive by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except the denominator includes dilutive common stock equivalents using the treasury stock method. The components of basic and diluted EPS for the three months ended March 31, 2014 and 2013 were as follows (in thousands, except per share amounts): | |||||||||
Three Months Ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Loss attributable to Cal Dive | $ | (13,051 | ) | $ | (17,650 | ) | |||
Denominator: | |||||||||
Basic weighted average shares outstanding | 95,081 | 93,732 | |||||||
Dilutive outstanding securities (1) | - | - | |||||||
Diluted weighted average shares outstanding | 95,081 | 93,732 | |||||||
Loss per share attributable to Cal Dive: | |||||||||
Basic and diluted | $ | (0.14 | ) | $ | (0.19 | ) | |||
________________________ | |||||||||
-1 | Approximately 3.7 million shares of unvested restricted stock have been excluded from the computation of basic and diluted earnings per share as the effect would be anti-dilutive. Additionally, the Convertible Notes are only dilutive to the extent we generate net income and the average stock price during the period is greater than the conversion price of the Convertible Notes. | ||||||||
Details_of_Certain_Accounts_De
Details of Certain Accounts (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | ||
Other current assets [Abstract] | ' | ' | ||
Insurance claims to be reimbursed | $1,784,000 | $22,000 | ||
Prepaid job costs | 6,447,000 | [1] | 9,368,000 | [1] |
Prepaid insurance | 1,594,000 | 3,166,000 | ||
Prepaid other | 2,889,000 | 1,286,000 | ||
VAT receivable | 10,390,000 | 7,578,000 | ||
Other receivables | 7,132,000 | [2] | 3,633,000 | [2] |
Assets held for sale | 10,328,000 | [3] | 11,068,000 | [3] |
Supplies and spare parts inventory | 1,107,000 | 1,148,000 | ||
Other | 2,000 | 2,000 | ||
Other current assets | 41,673,000 | 37,271,000 | ||
Other Assets, Noncurrent [Abstract] | ' | ' | ||
Intangible assets with finite lives, net | 48,000 | 66,000 | ||
Deferred financing costs, net | 7,429,000 | 7,664,000 | ||
Non-current notes receivables | 3,344,000 | 0 | ||
Equipment deposits and other | 1,138,000 | 832,000 | ||
Long-term tax receivable | 1,688,000 | 0 | ||
Other assets, net | 13,647,000 | 8,562,000 | ||
Accrued Liabilities, Current [Abstract] | ' | ' | ||
Accrued payroll and related benefits | 2,954,000 | 6,181,000 | ||
Unearned revenue | 3,144,000 | 60,000 | ||
Insurance claims to be reimbursed | 1,784,000 | 22,000 | ||
Self insurance reserves | 7,420,000 | 5,807,000 | ||
Accrued taxes other than income | 12,892,000 | 10,164,000 | ||
Accrued interest | 2,466,000 | 3,342,000 | ||
Financed insurance premium | 1,085,000 | 2,379,000 | ||
Other | 1,061,000 | 1,329,000 | ||
Accrued liabilities | 32,806,000 | 29,284,000 | ||
Other long-term liabilities [Abstract] | ' | ' | ||
Uncertain tax position liability | 6,329,000 | 6,329,000 | ||
Other | 2,026,000 | 2,094,000 | ||
Other long-term liabilities | 8,355,000 | 8,423,000 | ||
CHINA | ' | ' | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ' | ' | ||
Accounts receivable overdue | 5,200,000 | 5,200,000 | ||
Attorney's fees and interest | 2,000,000 | ' | ||
INDONESIA | ' | ' | ||
Financing Receivable, Recorded Investment, Past Due [Line Items] | ' | ' | ||
Accounts receivable overdue | $5,500,000 | $5,500,000 | ||
[1] | Prepaid job costs primarily relate to our four projects in Mexico. | |||
[2] | Includes the current portion of a note receivable related to the sale of a portable saturation system during the first quarter 2014. We monitor the credit worthiness of the buyer and have remedies under the note receivable, including lien rights. | |||
[3] | The amount recorded in assets held for sale at March 31, 2014 includes two dive support vessels, three portable saturation diving systems and one facility. The amount recorded in assets held for sale at December 31, 2013 includes three dive support vessels, one construction barge, three portable saturation diving systems and one facility. During the first quarter 2014, we completed the sale of one of the dive support vessels and the construction barge. We expect to sell the remaining assets over the next twelve months and have engaged brokers to assist in facilitating these divestitures. |
Longterm_Debt_Details
Long-term Debt (Details) (USD $) | 3 Months Ended | 4 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 10 Months Ended | 4 Months Ended | ||||||||||||
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2013 | 14-May-13 | Mar. 31, 2014 | Jun. 27, 2013 | Mar. 31, 2014 | Jun. 27, 2013 | Mar. 31, 2014 | Jun. 27, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Mar. 07, 2014 | Mar. 31, 2014 | 14-May-13 | Jul. 18, 2012 | 14-May-13 | |
Unsecured Term loan [Member] | Unsecured Term loan [Member] | Unsecured Term Loan portion two [Member] | Unsecured Term Loan portion two [Member] | Unsecured Term Loan portion one [Member] | Unsecured Term Loan portion one [Member] | Senior Secured Second Lien Term Loan [Member] | Senior Secured Second Lien Term Loan [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Senior Secured Credit Facility [Member] | Convertible notes due 2017 [Member] | Convertible notes due 2017 [Member] | Convertible notes due 2017 [Member] | Derivative liability for conversion feature of convertible debt [Member] | |||||
Subsequent Event [Member] | Subsidiary | |||||||||||||||||||
Long-term debt outstanding [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit loans due 2016 | $105,300,000 | $75,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured term loan due 2016 | 29,661,000 | 30,658,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes due 2017, net of unamortized discount of $19,790 and $22,768, respectively | 68,596,000 | 67,495,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured term loan | 20,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Total | 223,557,000 | 193,453,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less current portion | -13,989,000 | -13,989,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | 209,568,000 | 179,464,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured credit facility [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revolving credit facility, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 85,000,000 | 125,000,000 | ' | 110,000,000 | ' | ' | ' | ' | ' |
Debt repayments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,400,000 | ' | ' | ' | ' | ' | ' | ' |
Quarterly principal payment for term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Final payment of term loan under senior secured credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' | ' | ' |
Maximum permitted leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 4.25 | ' | ' | ' | ' | ' | ' |
Revolving credit facility, remaining borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,400,000 | ' | ' | ' | ' | ' | ' | ' |
Minimum fixed charge coverage ratio before amendment | ' | 1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' |
Percentage of foreign subsidiaries stock pledged (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 66.00% | ' | ' | ' | ' | ' | ' | ' |
Number of foreign subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' | ' | ' | ' | ' | ' |
Credit Agreement Amendment [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Limitation on New Debt Issuances | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' |
New borrowings, face amount | ' | ' | ' | ' | 20,000,000 | 20,000,000 | ' | 10,000,000 | ' | 10,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 86,250,000 | ' |
Amount allowed to be incurred in foreign projects | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | 75,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Reduction of the revolving credit agreement per month as stated in the amendment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, stated percentage (in hundredths) | ' | ' | ' | ' | ' | 13.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | 5.00% | ' |
Net proceeds from convertible notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,000,000 | ' | ' | ' |
Loan costs capitalized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,500,000 | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | ' | 26-Jun-15 | ' | 2-Jan-14 | ' | 9-May-19 | ' | 26-Apr-16 | ' | ' | ' | 15-Jul-17 | ' | ' | ' |
Required liquidity minimum | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earliest conversion date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Apr-17 | ' | ' | ' |
Convertible Notes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Latest date to convert debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Apr-17 | ' | ' | ' |
Initial conversion rate (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 445.6328 | ' | ' | ' |
Initial conversion basis | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' |
Conversion price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2.24 | ' | ' | ' |
Conversion terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'We may not redeem the Convertible Notes prior to the maturity date. Prior to April 15, 2017, holders may convert their Convertible Notes only under the following circumstances: (i) the closing sale price of our common stock equals or exceeds $2.69 for 20 days during a 30 consecutive trading day period; (ii) the trading price per $1,000 principal amount of the Convertible Notes is less than 98% of the product of the closing sale price of our common stock and the conversion price for the Convertible Notes for each of five consecutive trading days; or (iii) upon the occurrence of specified corporate events. On and after April 15, 2017 until the maturity date, holders may convert all or a portion of their Convertible Notes at any time with settlement of all Convertible Notes converted during the period occurring on July 15, 2017. Upon conversion of a Convertible Note, we will pay or deliver, at our election, cash, shares of our common stock or a combination thereof, based on an initial conversion rate of 445.6328 shares of our common stock per $1,000 principal amount of Convertible Notes (which is equivalent to an initial conversion price of approximately $2.24 per share of our common stock). Upon the occurrence of certain fundamental changes, holders of the Convertible Notes will have the right to require us to purchase all or a portion of their Convertible Notes for cash at a price equal to 1 of the principal amount of such Convertible Notes, plus any accrued and unpaid interest. Upon the occurrence of certain significant corporate transactions, holders who convert their Convertible Notes in connection with a change of control may be entitled to a make-whole premium in the form of an increase in the conversion rate. Additionally, the Convertible Notes contain certain events of default as set forth in the indenture. As of March 31, 2014, none of the conditions allowing holders of the Convertible Notes to convert, or requiring us to repurchase the Convertible Notes, had been met. Our intent is to repay the principal amount of the Convertible Notes in cash and the conversion feature in shares of our common stock. | ' | ' | ' |
Interest Expense, Net [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount and deferred financing costs | 1,851,000 | ' | 1,868,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative liability, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,100,000 | 24,600,000 | ' |
Marked to market adjustment of derivative liability | $0 | ' | $63,000 | $6,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8,500,000 | ' | $6,400,000 |
Derivative_Instruments_and_Fai1
Derivative Instruments and Fair Value Measurements (Details) (USD $) | 3 Months Ended | 4 Months Ended | 3 Months Ended | ||||
Mar. 31, 2014 | Mar. 31, 2013 | 14-May-13 | Jul. 18, 2012 | Mar. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Facility [Member] | Level 1 [Member] | Level 1 [Member] | |||||
Derivative Instruments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Derivative, Notional Amount | ' | ' | ' | $24,600,000 | ' | ' | ' |
Marked to market adjustment of derivative liability | 0 | 63,000 | 6,400,000 | ' | ' | ' | ' |
Convertible Debt [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Trading percentage of par value based on limited quotations (in hundredths) | ' | ' | ' | ' | ' | 96.40% | ' |
Fair Value of convertible notes | ' | ' | ' | ' | ' | 65,500,000 | 72,700,000 |
Measurements on a Non-recurring Basis [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Asset impairment | ' | ' | ' | ' | $100,000 | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Insurance [Abstract] | ' | ' |
Amounts due from insurance recovery | $1,784,000 | $100 |
Insurance claims to be reimbursed | $1,784,000 | $22,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Income Taxes [Abstract] | ' | ' | ' |
Uncertain tax benefits, income tax penalties and interest accrued, total | $6.30 | ' | $6.30 |
Schedule Of Effective Tax Rate [Line Items] | ' | ' | ' |
Effective income tax benefit rate | 34.40% | 32.90% | ' |
Performance_Share_Units_Detail
Performance Share Units (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Millions, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Number of shares for which performance share unit represents contingent right to receive cash | 1 | ' | 1 |
Performance period for contingent right to receive cash value of share (in years) | '3 years | ' | '3 years |
Percentage of awards vest (in hundredths) | 100.00% | ' | 100.00% |
Maximum percentage of share granted that may be received (in hundredths) | 200.00% | ' | 200.00% |
Fair value of performance share units | $3.80 | ' | $1 |
Balance of share unit liability | 1 | ' | 1.2 |
Share-based compensation expense | ($0.20) | $0.30 | ' |
Loss_Per_Share_Details
Loss Per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Numerator: | ' | ' |
Loss attributable to Cal Dive | ($13,051) | ($17,650) |
Net loss attributable to common shares | ($13,051) | ($17,650) |
Denominator: | ' | ' |
Basic weighted-average shares outstanding (in shares) | 95,081 | 93,732 |
Dilutive outstanding securities | 0 | 0 |
Diluted weighted-average shares outstanding (in shares) | 95,081 | 93,732 |
Loss per share: | ' | ' |
Basic and diluted loss per share (in dollars per share) | ($0.14) | ($0.19) |
Variable_Interest_Entities_Det
Variable Interest Entities (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Variable Interest Entity [Line Items] | ' | ' |
Revenues | $0 | $7,100,000 |
Net Income (Loss) | -300,000 | -3,400,000 |
Variable Interest Entity Assets | 9,300,000 | ' |
Variable Interest Entity Liabilities | 20,200,000 | ' |
Income (loss) attributable to noncontrolling interest | ($100,000) | ($1,376,000) |
Cal Dive [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Ownership percentage (in hundredths) | 60.00% | ' |
Petrolog Cal Dive West Africa, Ltd. [Member] | ' | ' |
Variable Interest Entity [Line Items] | ' | ' |
Ownership percentage (in hundredths) | 40.00% | ' |
Business_Segment_Information_D
Business Segment Information (Details) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' |
Number of reportable segment | 1 | ' | ' |
Foreign operations [Member] | ' | ' | ' |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' |
Revenue derived from foreign operations | $105.10 | $58.70 | ' |
Property and equipment in foreign locations | $279.40 | ' | $259.80 |