Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 21, 2023 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-32936 | |
Entity Registrant Name | HELIX ENERGY SOLUTIONS GROUP, INC. | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 95-3409686 | |
Entity Address, Address Line One | 3505 West Sam Houston Parkway North | |
Entity Address, Address Line Two | Suite 400 | |
Entity Address, City or Town | Houston | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 77043 | |
City Area Code | 281 | |
Local Phone Number | 618–0400 | |
Title of 12(b) Security | Common Stock, no par value | |
Trading Symbol | HLX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 150,817,778 | |
Entity Central Index Key | 0000866829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 182,651 | $ 186,604 |
Restricted cash | 2,507 | |
Accounts receivable, net of allowance for credit losses of $2,966 and $2,277, respectively | 253,147 | 212,779 |
Other current assets | 76,212 | 58,699 |
Total current assets | 512,010 | 460,589 |
Property and equipment | 3,059,103 | 3,016,312 |
Less accumulated depreciation | (1,450,115) | (1,374,697) |
Property and equipment, net | 1,608,988 | 1,641,615 |
Operating lease right-of-use assets | 177,942 | 197,849 |
Deferred recertification and dry dock costs, net | 77,243 | 38,778 |
Other assets, net | 47,662 | 50,507 |
Total assets | 2,423,845 | 2,389,338 |
Current liabilities: | ||
Accounts payable | 145,937 | 135,267 |
Accrued liabilities | 142,609 | 73,574 |
Current maturities of long-term debt | 38,499 | 38,200 |
Current operating lease liabilities | 55,667 | 50,914 |
Total current liabilities | 382,712 | 297,955 |
Long-term debt | 222,469 | 225,875 |
Operating lease liabilities | 131,175 | 154,686 |
Deferred tax liabilities | 99,864 | 98,883 |
Other non-current liabilities | 55,697 | 95,230 |
Total liabilities | 891,917 | 872,629 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common stock, no par, 240,000 shares authorized, 150,810 and 151,935 shares issued, respectively | 1,291,307 | 1,298,740 |
Retained earnings | 325,223 | 323,288 |
Accumulated other comprehensive loss | (84,602) | (105,319) |
Total shareholders' equity | 1,531,928 | 1,516,709 |
Total liabilities and shareholders' equity | $ 2,423,845 | $ 2,389,338 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Allowance for credit losses | $ 2,966 | $ 2,277 |
Shareholders' equity: | ||
Common stock, par value (USD per share) | $ 0 | $ 0 |
Common stock, shares authorized | 240,000 | 240,000 |
Common stock, shares issued | 150,810 | 151,935 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net revenues | $ 308,817 | $ 162,612 | $ 558,901 | $ 312,737 |
Cost of sales | 253,468 | 163,966 | 488,368 | 332,700 |
Gross profit (loss) | 55,349 | (1,354) | 70,533 | (19,963) |
Gain on disposition of assets, net | 367 | |||
Acquisition and integration costs | (309) | (1,587) | (540) | (1,587) |
Change in fair value of contingent consideration | (10,828) | (14,820) | ||
Selling, general and administrative expenses | (24,007) | (16,035) | (43,638) | (30,403) |
Income (loss) from operations | 20,205 | (18,976) | 11,902 | (51,953) |
Equity in earnings of investment | 8,184 | 8,184 | ||
Net interest expense | (4,228) | (4,799) | (8,415) | (9,973) |
Other expense, net | (5,740) | (13,471) | (2,296) | (17,352) |
Royalty income and other | 175 | 797 | 2,038 | 2,938 |
Income (loss) before income taxes | 10,412 | (28,265) | 3,229 | (68,156) |
Income tax provision | 3,312 | 1,434 | 1,294 | 3,574 |
Net income (loss) | $ 7,100 | $ (29,699) | $ 1,935 | $ (71,730) |
Earnings (loss) per share of common stock: | ||||
Basic | $ 0.05 | $ (0.20) | $ 0.01 | $ (0.47) |
Diluted | $ 0.05 | $ (0.20) | $ 0.01 | $ (0.47) |
Weighted average common shares outstanding (in shares) | ||||
Basic | 150,791 | 151,205 | 151,275 | 151,174 |
Diluted | 153,404 | 151,205 | 153,873 | 151,174 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 7,100 | $ (29,699) | $ 1,935 | $ (71,730) |
Other comprehensive income (loss), net of tax: | ||||
Foreign currency translation gain (loss) | 12,285 | (33,338) | 20,717 | (46,486) |
Other comprehensive income (loss), net of tax | 12,285 | (33,338) | 20,717 | (46,486) |
Comprehensive income (loss) | $ 19,385 | $ (63,037) | $ 22,652 | $ (118,216) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock | Retained Earnings | Accumulated Other Comprehensive Loss | Total |
Balance, beginning of period at Dec. 31, 2021 | $ 1,292,479 | $ 411,072 | $ (56,082) | $ 1,647,469 |
Balance, beginning of period (in shares) at Dec. 31, 2021 | 151,124 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (71,730) | (71,730) | ||
Foreign currency translation adjustments | (46,486) | (46,486) | ||
Activity in company stock plans, net and other | $ (947) | (947) | ||
Activity in company stock plans, net and other (in shares) | 590 | |||
Share-based compensation | $ 3,484 | 3,484 | ||
Balance, end of period at Jun. 30, 2022 | $ 1,295,016 | 339,342 | (102,568) | 1,531,790 |
Balance, end of period (in shares) at Jun. 30, 2022 | 151,714 | |||
Balance, beginning of period at Mar. 31, 2022 | $ 1,292,935 | 369,041 | (69,230) | 1,592,746 |
Balance, beginning of period (in shares) at Mar. 31, 2022 | 151,637 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (29,699) | (29,699) | ||
Foreign currency translation adjustments | (33,338) | (33,338) | ||
Activity in company stock plans, net and other | $ 231 | 231 | ||
Activity in company stock plans, net and other (in shares) | 77 | |||
Share-based compensation | $ 1,850 | 1,850 | ||
Balance, end of period at Jun. 30, 2022 | $ 1,295,016 | 339,342 | (102,568) | 1,531,790 |
Balance, end of period (in shares) at Jun. 30, 2022 | 151,714 | |||
Balance, beginning of period at Dec. 31, 2022 | $ 1,298,740 | 323,288 | (105,319) | 1,516,709 |
Balance, beginning of period (in shares) at Dec. 31, 2022 | 151,935 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 1,935 | 1,935 | ||
Foreign currency translation adjustments | 20,717 | 20,717 | ||
Repurchases of common stock | $ (10,129) | (10,129) | ||
Repurchases of common stock (in shares) | (1,410) | |||
Activity in company stock plans, net and other | $ (296) | (296) | ||
Activity in company stock plans, net and other (in shares) | 285 | |||
Share-based compensation | $ 2,992 | 2,992 | ||
Balance, end of period at Jun. 30, 2023 | $ 1,291,307 | 325,223 | (84,602) | 1,531,928 |
Balance, end of period (in shares) at Jun. 30, 2023 | 150,810 | |||
Balance, beginning of period at Mar. 31, 2023 | $ 1,294,484 | 318,123 | (96,887) | 1,515,720 |
Balance, beginning of period (in shares) at Mar. 31, 2023 | 151,494 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 7,100 | 7,100 | ||
Foreign currency translation adjustments | 12,285 | 12,285 | ||
Repurchases of common stock | $ (5,123) | (5,123) | ||
Repurchases of common stock (in shares) | (750) | |||
Activity in company stock plans, net and other | $ 446 | 446 | ||
Activity in company stock plans, net and other (in shares) | 66 | |||
Share-based compensation | $ 1,500 | 1,500 | ||
Balance, end of period at Jun. 30, 2023 | $ 1,291,307 | $ 325,223 | $ (84,602) | $ 1,531,928 |
Balance, end of period (in shares) at Jun. 30, 2023 | 150,810 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,935 | $ (71,730) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 76,764 | 66,646 |
Amortization of debt issuance costs | 1,199 | 1,161 |
Share-based compensation | 3,169 | 3,572 |
Deferred income taxes | 981 | (550) |
Equity in earnings of investment | (8,184) | |
Gain on disposition of assets, net | (367) | |
Unrealized foreign currency loss | 2,815 | 12,578 |
Change in fair value of contingent consideration | 14,820 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (36,651) | (15,165) |
Income tax receivable, net of income tax payable | (3,930) | 846 |
Other current assets | (12,189) | (10,449) |
Accounts payable and accrued liabilities | 55,728 | 14,845 |
Deferred recertification and dry dock costs, net | (41,335) | (15,663) |
Other, net | (36,830) | (1,161) |
Net cash provided by (used in) operating activities | 26,109 | (23,254) |
Cash flows from investing activities: | ||
Capital expenditures | (7,920) | (2,187) |
Distribution from equity investment, net | 7,840 | |
Proceeds from sale of assets | 365 | |
Net cash provided by (used in) investing activities | (7,555) | 5,653 |
Cash flows from financing activities: | ||
Repayment of convertible senior notes | (35,000) | |
Debt issuance costs | (100) | (227) |
Repurchases of common stock | (10,059) | |
Payments related to tax withholding for share-based compensation | (1,385) | (1,525) |
Proceeds from issuance of ESPP shares | 590 | 353 |
Net cash used in financing activities | (15,070) | (40,319) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (9,944) | (6,107) |
Net decrease in cash and cash equivalents and restricted cash | (6,460) | (64,027) |
Cash and cash equivalents and restricted cash: | ||
Balance, beginning of year | 189,111 | 327,127 |
Balance, end of period | 182,651 | 263,100 |
MARAD Debt (matures February 2027) | ||
Cash flows from financing activities: | ||
Repayment of loan debt | $ (4,116) | $ (3,920) |
Basis Of Presentation And New A
Basis Of Presentation And New Accounting Standards | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation And New Accounting Standards | 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 in U.S. dollars have been prepared in accordance with 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 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 loss, statements of shareholders’ equity and statements of cash flows, as applicable. The operating results for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Our balance sheet as of December 31, 2022 included herein has been derived from the audited balance sheet as of December 31, 2022 included in our 2022 Annual Report on Form 10-K (our “2022 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 2022 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. We do not expect any recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. |
Company Overview
Company Overview | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Company Overview | 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, robotics and decommissioning operations. Our services are centered on a three-legged business model well positioned for a global energy transition: ● Production maximization — our assets and methodologies are specifically designed to efficiently enhance and extend the lives of existing oil and gas reserves; we also offer an alternative to take over end-of-life reserves in preparation for their abandonment; ● Renewable energy support — we are an established global leader in jet trenching and provide specialty support services to offshore wind farm developments, including boulder removal and unexploded ordnance clearance; and ● Decommissioning — we are a full-field abandonment contractor and believe that regulatory push for plug and abandonment (“P&A”) and transition to renewable energy will facilitate the continued growth of the abandonment market. We provide services primarily in the Gulf of Mexico, U.S. East Coast, Brazil, North Sea, Asia Pacific and West Africa regions. We expanded our service capabilities to the Gulf of Mexico shelf with the acquisition of Alliance group of companies (collectively “Alliance”) on July 1, 2022 (Note 3), which we re-branded as Helix Alliance. Our North Sea operations and our Gulf of Mexico shelf operations related to Helix Alliance are usually subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months. Our services are segregated into four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business (Note 12), and Production Facilities. Our Well Intervention segment provides services enabling our customers to safely access subsea offshore wells for the purpose of performing production enhancement or decommissioning operations, thereby avoiding drilling new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and gas. Our well intervention vessels include the Q4000 Q5000 Q7000 Seawell Well Enhancer Siem H 1 Siem Helix 2 Our Robotics segment provides trenching, seabed clearance, offshore construction and inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of affordable and reliable energy and supporting the responsible transition away from a carbon-based economy. Additionally, our robotics services are used in and complement our well intervention services. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed. We offer our ROVs, trenchers and the IROV on a stand-alone basis or on an integrated basis with chartered robotics support vessels. Our Shallow Water Abandonment segment provides services in support of the upstream and midstream industries predominantly in the Gulf of Mexico shelf, including offshore oilfield decommissioning and reclamation, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services. Our Shallow Water Abandonment segment includes a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, P&A systems and coiled tubing systems. Our Production Facilities segment includes the Helix Producer I HP I HP I Q4000 Q5000 |
Alliance Acquisition
Alliance Acquisition | 6 Months Ended |
Jun. 30, 2023 | |
Alliance Acquisition | |
Alliance Acquisition | Note 3 — Alliance Acquisition On July 1, 2022, we completed our acquisition of Alliance. The Alliance acquisition extended our energy transition strategy by adding shallow water capabilities into the growing offshore decommissioning market. The aggregate preliminary purchase price of the Alliance acquisition was $145.7 million, consisting of $119.0 million of cash on hand and the estimated fair value of $26.7 million of contingent consideration related to the post-closing earn-out consideration. The earn-out is payable in 2024 to the seller in the Alliance transaction in either cash or shares of our common stock pursuant to the terms of an Equity Purchase Agreement (the “Equity Purchase Agreement”) dated May 16, 2022. The earn-out is not capped and is calculated based on certain financial metrics of the Helix Alliance business for 2022 and 2023 relative to amounts as set forth in the Equity Purchase Agreement. The following table summarizes the final purchase consideration and the final purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): July 1, 2022 Cash consideration $ 118,961 Contingent consideration 26,700 Total fair value of consideration transferred $ 145,661 Assets acquired: Cash and cash equivalents $ 6,336 Accounts receivable 43,378 Other current assets 6,077 Property and equipment 117,321 Operating lease right-of-use assets 1,205 Intangible assets 1,500 Other assets 2,133 Total assets acquired 177,950 Liabilities assumed: Accounts payable 20,480 Accrued liabilities 3,073 Operating lease liabilities 1,205 Deferred tax liabilities 7,531 Total liabilities assumed 32,289 Net assets acquired $ 145,661 The pro forma summary below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2022 and includes transaction accounting adjustments such as incremental depreciation and amortization expense from acquired tangible and intangible assets, elimination of interest expense on Alliance’s long-term debt that was paid off in conjunction with the acquisition, and tax-related effects. The following table summarizes the pro forma results of Helix and Alliance (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2022 Revenues $ 214,853 $ 392,474 Net loss (21,810) (63,519) |
Details Of Certain Accounts
Details Of Certain Accounts | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Details Of Certain Accounts | Note 4 — Details of Certain Accounts Other current assets consist of the following (in thousands): June 30, December 31, 2023 2022 Prepaids $ 21,027 $ 26,609 Income tax receivable 2,182 — Contract assets (Note 9) 7,059 6,295 Deferred costs (Note 9) 35,570 13,969 Other 10,374 11,826 Total other current assets $ 76,212 $ 58,699 Other assets, net consist of the following (in thousands): June 30, December 31, 2023 2022 Prepaid charter (1) $ 12,544 $ 12,544 Deferred costs (Note 9) 2,604 6,432 Other receivable (2) 26,030 24,827 Intangible assets with finite lives, net 4,300 4,465 Other 2,184 2,239 Total other assets, net $ 47,662 $ 50,507 (1) Represents prepayments to the owner of the Siem Helix 1 and the Siem Helix 2 to offset certain payment obligations associated with the vessels at the end of their respective charter term. (2) Represents agreed-upon amounts that we are entitled to receive from Marathon Oil Corporation (“Marathon Oil”) for remaining P&A work to be performed by us on Droshky oil and gas properties we acquired from Marathon Oil in 2019. Accrued liabilities consist of the following (in thousands): June 30, December 31, 2023 2022 Accrued payroll and related benefits $ 38,560 $ 41,339 Accrued interest 6,219 6,306 Income tax payable — 479 Deferred revenue (Note 9) 23,617 9,961 Contingent consideration (Note 17) 57,574 — Other 16,639 15,489 Total accrued liabilities $ 142,609 $ 73,574 Other non-current liabilities consist of the following (in thousands): June 30, December 31, 2023 2022 Asset retirement obligations (Note 13) $ 54,320 $ 51,956 Contingent consideration (Note 17) — 42,754 Other 1,377 520 Total other non-current liabilities $ 55,697 $ 95,230 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 5 — Leases We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. Our operating lease additions during the six-month period ended June 30, 2023 are primarily related to the vessel charter for the Glomar Wave Siem Helix 1 Siem Helix 2 The following table details the components of our lease cost (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Operating lease cost $ 17,347 $ 13,798 $ 34,353 $ 28,260 Variable lease cost 5,255 4,625 10,165 9,547 Short-term lease cost 17,916 7,571 24,893 13,009 Sublease income (206) (381) (537) (630) Net lease cost $ 40,312 $ 25,613 $ 68,874 $ 50,186 Maturities of our operating lease liabilities as of June 30, 2023 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 61,103 $ 6,722 $ 67,825 One to two years 54,287 5,135 59,422 Two to three years 35,941 1,107 37,048 Three to four years 34,893 1,008 35,901 Four to five years 12,138 1,008 13,146 Over five years — 2,422 2,422 Total lease payments $ 198,362 $ 17,402 $ 215,764 Less: imputed interest (26,707) (2,215) (28,922) Total operating lease liabilities $ 171,655 $ 15,187 $ 186,842 Current operating lease liabilities $ 49,597 $ 6,070 $ 55,667 Non-current operating lease liabilities 122,058 9,117 131,175 Total operating lease liabilities $ 171,655 $ 15,187 $ 186,842 Maturities of our operating lease liabilities as of December 31, 2022 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 58,063 $ 6,603 $ 64,666 One to two years 55,515 5,697 61,212 Two to three years 43,400 2,797 46,197 Three to four years 35,200 959 36,159 Four to five years 26,244 959 27,203 Over five years 3,041 2,783 5,824 Total lease payments $ 221,463 $ 19,798 $ 241,261 Less: imputed interest (32,986) (2,675) (35,661) Total operating lease liabilities $ 188,477 $ 17,123 $ 205,600 Current operating lease liabilities $ 45,131 $ 5,783 $ 50,914 Non-current operating lease liabilities 143,346 11,340 154,686 Total operating lease liabilities $ 188,477 $ 17,123 $ 205,600 The following table presents the weighted average remaining lease term and discount rate: June 30, December 31, 2023 2022 Weighted average remaining lease term 3.6 years 4.0 years Weighted average discount rate 7.91 % 7.84 % The following table presents other information related to our operating leases (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for operating lease liabilities $ 32,964 $ 28,860 Right-of-use assets obtained in exchange for new operating lease liabilities 6,234 60,772 |
Long-Term Debt
Long-Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 6 — Long-Term Debt Scheduled maturities of our long-term debt outstanding as of June 30, 2023 are as follows (in thousands): 2023 2026 MARAD Notes Notes Debt Total Less than one year $ 30,000 $ — $ 8,538 $ 38,538 One to two years — — 8,965 8,965 Two to three years — 200,000 9,412 209,412 Three to four years — — 9,882 9,882 Gross debt 30,000 200,000 36,797 266,797 Unamortized debt issuance costs (1) (39) (3,961) (1,829) (5,829) Total debt 29,961 196,039 34,968 260,968 Less current maturities (29,961) — (8,538) (38,499) Long-term debt $ — $ 196,039 $ 26,430 $ 222,469 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. Below is a summary of certain components of our indebtedness: Credit Agreement On September 30, 2021 we entered into an asset-based credit agreement with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation and subsequently we entered into amendments to the credit agreement on July 1, 2022 and June 23, 2023 (collectively, the “Amended ABL Facility”). The Amended ABL Facility provides for a $120 million asset-based revolving credit facility, which matures on September 30, 2026, with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $50 million. The Amended ABL Facility also permits us to request an increase of the facility by up to $30 million, subject to certain conditions. Commitments under the Amended ABL Facility are comprised of separate U.S. and U.K. revolving credit facility commitments of $85 million and $35 million, respectively. The Amended ABL Facility provides funding based on a borrowing base calculation that includes eligible U.S. and U.K. customer accounts receivable and cash, and provides for a $20 million sub-limit for the issuance of letters of credit. As of June 30, 2023, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity under that facility, based on the borrowing base, totaled $102.5 million, net of $9.5 million of letters of credit issued under that facility. We and certain of our U.S. and U.K. subsidiaries are the current borrowers under the Amended ABL Facility, whose obligations under the Amended ABL Facility are guaranteed by those borrowers and certain other U.S. and U.K. subsidiaries, excluding Cal Dive I – Title XI, Inc. (“CDI Title XI”), Helix Offshore Services Limited and certain other enumerated subsidiaries. Other subsidiaries may be added as guarantors of the facility in the future. The Amended ABL Facility is secured by all accounts receivable and designated deposit accounts of the U.S. borrowers and guarantors, and by substantially all of the assets of the U.K. borrowers and guarantors. U.S. borrowings under the Amended ABL Facility bear interest at the Term SOFR (also known as CME Term SOFR as administered by CME Group, Inc.) rate plus a margin of 1.50% to 2.00% or at a base rate plus a margin of 0.50% to 1.00%. U.K. borrowings under the Amended ABL Facility denominated in U.S. dollars bear interest at the Term SOFR rate The Amended ABL Facility includes certain limitations on our ability to incur additional indebtedness, grant liens on assets, pay dividends and make distributions on equity interests, dispose of assets, make investments, repay certain indebtedness, engage in mergers, and other matters, in each case subject to certain exceptions. The Amended ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The Amended ABL Facility requires us to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 if availability is less than the greater of 10% of the borrowing base or $12 million. The Amended ABL Facility also requires us to maintain a pro forma minimum excess availability of $30 million for the 91 days prior to the maturity of each of our outstanding convertible senior notes and for any portion of the Alliance earn-out payment to be made in cash. The Amended ABL Facility also (i) limits the amount of permitted debt for the deferred purchase price of property not to exceed $50 million, and (ii) provides for potential pricing adjustments based on specific metrics and performance targets determined by us and Bank of America, as agent with respect to the Amended ABL Facility, related to environmental, social and governance (“ESG”) changes implemented by us in our business. Convertible Senior Notes Due 2022 (“2022 Notes”) We fully redeemed the $35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity on May 1, 2022. The effective interest rate for the 2022 Notes was 4.8%. For the three- and six-month periods ended June 30, 2022, total interest expense related to the 2022 Notes was $0.1 million and $0.6 million, respectively, primarily from coupon interest expense. 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 and in July 2023, we provided notice that we elect to pay in cash or a combination of cash and common stock to satisfy our conversion obligation upon conversion of any 2023 Notes between July 13, 2023 and September 15, 2023. Holders of the 2023 Notes may 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. 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. Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption. 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 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 effective interest rate for the 2023 Notes is 4.8%. For each of the three- and six-month periods ended June 30, 2023 and 2022, 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 debt issuance costs of $0.1 million for the six-month periods. 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 is 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. Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption. 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 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 effective interest rate for the 2026 Notes is 7.6%. For each of the three- and six-month periods ended June 30, 2023 and 2022, total interest expense related to the 2026 Notes was $3.7 million and $7.4 million, respectively, with coupon interest expense of $3.4 million and $6.8 million, respectively, and the amortization of debt issuance costs of $0.3 million and $0.6 million, respectively. 2026 Capped Calls In connection with the 2026 Notes offering, we entered into capped call transactions (the “2026 Capped Calls”) with three separate option counterparties. 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 condensed consolidated balance sheets. MARAD Debt In 2005, Helix’s subsidiary CDI – Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 Q4000 Q4000 Q4000 Other In accordance with the Amended ABL Facility, the 2023 Notes, the 2026 Notes and the MARAD Debt, we are required to comply with certain covenants, including minimum liquidity and a springing fixed charge coverage ratio (applicable under certain conditions that are currently not applicable) with respect to the Amended ABL Facility and the maintenance of net worth, working capital and debt-to-equity requirements with respect to the MARAD Debt. As of June 30, 2023, 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, 2023 2022 2023 2022 Interest expense $ 4,857 $ 5,034 $ 9,726 $ 10,341 Interest income (629) (235) (1,311) (368) Net interest expense $ 4,228 $ 4,799 $ 8,415 $ 9,973 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7 — Income Taxes We operate in multiple jurisdictions with complex tax laws subject to interpretation and judgment. We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our condensed consolidated financial statements. For the three- and six-month periods ended June 30, 2023, we recognized income tax expense of $3.3 million and $1.3 million, respectively, resulting in effective tax rates of 31.8% and 40.1%, respectively. The effective tax rates for these periods were higher than the U.S. statutory rate primarily due to certain non-deductible expenses and non-creditable foreign income taxes. For the three- and six-month periods ended June 30, 2022, we recognized income tax expense of $1.4 million and $3.6 million, respectively, resulting in effective tax rates of (5.1)% and (5.2)%, respectively. For the three- and six-month periods ended June 30, 2022, our aggregate tax expense was greater than the aggregate tax benefit of our losses, resulting in negative effective tax rates. |
Share Repurchase Programs
Share Repurchase Programs | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Share Repurchase Programs | Note 8 — Share Repurchase Programs On February 20, 2023, we announced that our Board of Directors (our “Board”) authorized a new share repurchase program (the “2023 Repurchase Program”) under which we are authorized to repurchase up to $200 million issued and outstanding shares of our common stock. Concurrent with the authorization of the 2023 Repurchase Program, our Board revoked the prior authorization to repurchase shares of our common stock in an amount equal to any equity issued to our employees, officers and directors under our share-based compensation plans, including share-based awards under our existing long-term incentive plans and shares issued to our employees under our Employee Stock Purchase Plan (Note 11). The 2023 Repurchase Program has no set expiration date. Repurchases under the 2023 Repurchase Program are expected to be made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act. The manner, timing and amount of any purchase will be determined by management based on an evaluation of market conditions, stock price, liquidity and other factors. The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion. The purchase of shares by us under the 2023 Repurchase Program is at our discretion and subject to prevailing financial and market conditions. Any repurchased shares are expected to be cancelled. During the six-month period ended June 30, 2023, we repurchased a total of 1,410,000 shares of our common stock for approximately $10.1 million or an average of $7.13 per share pursuant to the 2023 Repurchase Program. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | Note 9 — 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 Shallow Water Production Intercompany Total Intervention Robotics Abandonment Facilities Eliminations Revenue Three months ended June 30, 2023 Short-term $ 75,621 $ 38,069 $ 74,116 $ — $ (26) $ 187,780 Long-term 78,600 31,981 2,190 23,128 (14,862) 121,037 Total $ 154,221 $ 70,050 $ 76,306 $ 23,128 $ (14,888) $ 308,817 Three months ended June 30, 2022 Short-term $ 86,048 $ 25,852 $ — $ — $ — $ 111,900 Long-term 20,243 23,998 — 17,678 (11,207) 50,712 Total $ 106,291 $ 49,850 $ — $ 17,678 $ (11,207) $ 162,612 Six months ended June 30, 2023 Short-term $ 153,388 $ 73,274 $ 123,497 $ — $ (26) $ 350,133 Long-term 143,271 45,998 2,190 44,033 (26,724) 208,768 Total $ 296,659 $ 119,272 $ 125,687 $ 44,033 $ (26,750) $ 558,901 Six months ended June 30, 2022 Short-term $ 177,394 $ 46,989 $ — $ — $ (635) $ 223,748 Long-term 35,264 40,212 — 35,972 (22,459) 88,989 Total $ 212,658 $ 87,201 $ — $ 35,972 $ (23,094) $ 312,737 Contract Balances 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 4). Contract assets were $7.1 million as of June 30, 2023 and $6.3 million as of December 31, 2022. We had no credit losses on our contract assets for the three- and six-month periods ended June 30, 2023 and 2022. 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 4). Contract liabilities totaled $23.6 million as of June 30, 2023 and $10.0 million as of December 31, 2022. Revenue recognized for the three- and six-month periods ended June 30, 2023 included $9.4 million and $8.0 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, 2022 included $3.5 million and and $5.8 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, 2023, $910.1 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $454.5 million, $453.1 million and $2.5 million in 2023 2024 2025 For the three-and six-month periods ended June 30, 2023 and 2022, 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 4). Our deferred contract costs totaled $38.2 million as of June 30, 2023 and $20.4 million as of December 31, 2022. For the three- and six-month periods ended June 30, 2023, we recorded $14.4 million and $19.1 million, respectively, related to amortization of these deferred contract costs. For the three- and six-month periods ended June 30, 2022, we recorded $6.6 million and $11.2 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 11 to our 2022 Form 10-K. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 10 — 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 earnings per share (“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. Basic EPS is computed by dividing net income or loss by the weighted average shares of our common stock outstanding. The calculation of diluted EPS is similar to that for basic EPS, except that the denominator includes dilutive common stock equivalents and the numerator excludes the effects of dilutive common stock equivalents, if any. The computations of the numerator (earnings or loss) 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, 2023 June 30, 2022 Income Shares Income Shares Basic: Net income (loss) $ 7,100 $ (29,699) Less: Undistributed earnings allocated to participating securities (12) — Net income (loss) available to common shareholders, basic $ 7,088 150,791 $ (29,699) 151,205 Diluted: Net income (loss) available to common shareholders, basic $ 7,088 150,791 $ (29,699) 151,205 Effect of dilutive securities: Share-based awards other than participating securities — 2,613 — — Net income (loss) available to common shareholders, diluted $ 7,088 153,404 $ (29,699) 151,205 Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 Income Shares Income Shares Basic: Net income (loss) $ 1,935 $ (71,730) Less: Undistributed earnings allocated to participating securities (3) — Net income (loss) available to common shareholders, basic $ 1,932 151,275 $ (71,730) 151,174 Diluted: Net income (loss) available to common shareholders, basic $ 1,932 151,275 $ (71,730) 151,174 Effect of dilutive securities: Share-based awards other than participating securities — 2,598 — — Net income (loss) available to common shareholders, diluted $ 1,932 153,873 $ (71,730) 151,174 We had net losses for the three- and six-month periods ended June 30, 2022. 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, 2022 2022 Diluted shares (as reported) 151,205 151,174 Share-based awards 1,250 1,119 Total 152,455 152,293 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, 2023 2022 2023 2022 2022 Notes — — — 1,211 2023 Notes 3,168 3,168 3,168 3,168 2026 Notes 28,676 28,676 28,676 28,676 We have outstanding restricted stock units (“RSUs”) (Note 11) as well as post-closing earn-out consideration related to the Alliance acquisition (Note 3) that can each be settled in either cash or shares of our common stock or a combination thereof, which are not included in the computation of diluted EPS as cash settlement is assumed. |
Employee Benefit Plans
Employee Benefit Plans | 6 Months Ended |
Jun. 30, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Note 11 — Employee Benefit Plans Long-Term Incentive Plan As of June 30, 2023, there were 3.5 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, 2023, the following grants of share-based awards were made under the 2005 Incentive Plan: Grant Date Fair Value Date of Grant Award Type Shares/Units Per Share/Unit Vesting Period January 1, 2023 (1) RSU 506,436 $ 7.38 33% per year over three years January 3, 2023 (1) PSU 489,498 $ 9.26 100% on December 31, 2025 January 1, 2023 (2) Restricted stock 9,210 $ 7.38 100% on January 1, 2025 April 1, 2023 (2) Restricted stock 7,267 $ 7.74 100% on January 1, 2025 (1) Reflects grants to our executive officers. (2) Reflects grants to certain independent members of 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 since 2020. For the three- and six-month periods ended June 30, 2023, $0.3 million and $0.6 million, respectively, were recognized as share-based compensation related to restricted stock. For the three- and six-month periods ended June 30, 2022, $0.8 million and $1.4 million, respectively, were recognized as share-based compensation related to restricted stock. Our performance share units (“PSUs”) granted prior to 2021 were settled solely in shares of our common stock and were accounted for as equity awards. Our PSUs granted beginning in January 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 have been accounted for as equity awards. Those PSUs consist of two components: (i) 50% based on the performance of our common stock against peer group companies, which component contains a service and a market condition, and (ii) 50% based on cumulative total Free Cash Flow, which component contains a service 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. For PSUs with a service and a market condition that are accounted for as equity awards, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and subsequently recognized over the vesting period on a straight-line basis. For PSUs with a service and a performance condition that are accounted for as equity awards, compensation cost 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, 2023, $1.2 million and $2.4 million, respectively, were recognized as share-based compensation related to PSUs. For the three- and six-month periods ended June 30, 2022, $1.1 million and $2.1 million, respectively, were recognized as share-based compensation related to PSUs. In January 2023, based on the performance of our common stock price as compared to our performance peer group over a three-year period, 369,938 PSUs granted in 2020 vested at 77%, representing 285,778 shares of our common stock with a total market value of $3.6 million. Our currently outstanding RSUs may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards. Liability RSUs are measured at their estimated fair value based on the closing share price of our common stock as of 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, 2023, $1.2 million and $2.4 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2022, $0.2 million and $0.8 million, respectively, were recognized as compensation cost. In 2023 and 2022, we granted fixed-value cash awards of $6.0 million and $5.5 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, 2023, $1.2 million and $2.4 million, respectively, were recognized as compensation cost. For the three- and six-month periods ended June 30, 2022, $1.1 million and $2.1 million, respectively, were recognized as compensation cost. Defined Contribution Plans We sponsor a defined contribution 401(k) retirement plan (the “401(k) Plan”) in the U.S. as well as various other defined contribution plans globally. During the three- and six-month periods ended June 30, 2023, we made contributions to our defined contribution plans totaling $1.0 million and $2.1 million, respectively. During the three- and six-month periods ended June 30, 2022, we made contributions to our defined contribution plans totaling $0.7 million and $1.5 million, respectively. Employee Stock Purchase Plan We have an employee stock purchase plan (the “ESPP”). As of June 30, 2023, 1.2 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, the 401(k) Plan and the ESPP, see Note 13 to our 2022 Form 10-K. |
Business Segment Information
Business Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 12 — Business Segment Information Through the second quarter 2022, we had 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. Beginning in the third quarter 2022 as a result of the Alliance acquisition (Note 3), we formed a new reportable business segment: Shallow Water Abandonment, which includes the assets, liabilities and operating results of Helix Alliance. All material intercompany transactions between the segments have been eliminated. See Note 2 for more information on our business segments. 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, 2023 2022 2023 2022 Net revenues — Well Intervention $ 154,221 $ 106,291 $ 296,659 $ 212,658 Robotics 70,050 49,850 119,272 87,201 Shallow Water Abandonment 76,306 — 125,687 — Production Facilities 23,128 17,678 44,033 35,972 Intercompany eliminations (14,888) (11,207) (26,750) (23,094) Total $ 308,817 $ 162,612 $ 558,901 $ 312,737 Income (loss) from operations — Well Intervention $ 3,380 $ (22,548) $ (4,763) $ (54,306) Robotics 17,467 9,666 22,561 11,146 Shallow Water Abandonment 19,762 — 26,584 — Production Facilities 7,774 6,045 12,931 11,896 Segment operating income (loss) 48,383 (6,837) 57,313 (31,264) Change in fair value of contingent consideration (10,828) — (14,820) — Corporate, eliminations and other (17,350) (12,139) (30,591) (20,689) Total $ 20,205 $ (18,976) $ 11,902 $ (51,953) 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, 2023 2022 2023 2022 Well Intervention $ 6,873 $ 3,893 $ 11,342 $ 7,743 Robotics 7,989 7,314 15,382 15,351 Shallow Water Abandonment 26 — 26 — Total $ 14,888 $ 11,207 $ 26,750 $ 23,094 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, 2023 2022 Well Intervention $ 1,832,507 $ 1,796,269 Robotics 188,267 192,694 Shallow Water Abandonment 232,142 206,944 Production Facilities 120,025 136,382 Corporate and other 50,904 57,049 Total $ 2,423,845 $ 2,389,338 |
Asset Retirement Obligations
Asset Retirement Obligations | 6 Months Ended |
Jun. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 13 — Asset Retirement Obligations Our asset retirement obligations (“AROs”) relate to mature offshore oil and gas properties that we acquired with the intention to perform decommissioning work at the end of their life cycles. AROs are recorded initially at fair value and consist of estimated costs for subsea infrastructure decommissioning and 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. In August 2022, we acqured from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, all of MP GOM’s 62.5% interest in the Thunder Hawk Field, in exchange for the assumption of MP GOM’s abandonment obligations (initially estimated at $23.6 million). Our AROs also include P&A costs associated with our Droshky oil and gas properties (Note 4). The following table describes the changes in our AROs (in thousands): 2023 2022 AROs at January 1, $ 51,956 $ 29,658 Accretion expense 2,364 1,303 AROs at June 30, $ 54,320 $ 30,961 |
Commitments And Contingencies A
Commitments And Contingencies And Other Matters | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies And Other Matters | Note 14 — Commitments and Contingencies and Other Matters Commitments Our Well Intervention segment has long-term charter agreements with Siem Offshore AS for the Siem Helix 1 Siem Helix 2 Grand Canyon II Grand Canyon III Shelia Bordelon Glomar Wave Horizon Enabler Siem Topaz Grand Canyon II Grand Canyon III Grand Canyon III Shelia Bordelon Glomar Wave Horizon Enabler Siem Topaz Contingencies and Claims Our contingent consideration liability resulting from the Alliance acquisition is subject to risk, through the remainder of the contingency period, which ends on December 31, 2023, as a result of changes in our probability weighted discounted cash flow model, which is based on internal forecasts, and changes in weighted average discount rate, which is derived from market data. We believe that there are currently no other 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 under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as 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. We are currently involved in several lawsuits filed by current and former offshore employees seeking overtime compensation. These suits are brought as collective actions and are in various stages of litigation in federal district courts. We appealed one such lawsuit to the United States Supreme Court, which issued a ruling adverse to us in the first quarter 2023 that has implications for similar lawsuits in which we are involved. In a separate lawsuit, during the third quarter 2022 the United States Court of Appeals for the Fifth Circuit issued an adverse ruling that is likely to have implications for other similar lawsuits in which we are involved. We continue to vigorously defend these lawsuits, and notwithstanding that we believe we retain valid defenses, we have established a liability in each of these matters. The final outcome of these matters remains uncertain, and the ultimate liability to us could be more or less than the liability established. |
Cash Flow Information
Cash Flow Information | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Statement Of Cash Flow Information | Note 15 — 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, 2023 2022 Interest paid $ 8,616 $ 9,550 Income taxes paid (1) 4,243 4,381 (1) Exclusive of any income tax refunds. Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions totaled $0.1 million at June 30, 2023 and $0.3 million at December 31, 2022. |
Allowance for Credit Losses
Allowance for Credit Losses | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Allowance for Credit Losses | Note 16 — Allowance for Credit Losses We estimate current expected credit losses on our accounts receivable at each reporting date 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): 2023 2022 Balance at January 1, $ 2,277 $ 1,477 Additions (1) 689 86 Balance at June 30, $ 2,966 $ 1,563 (1) Additions in allowance for credit losses reflect credit loss reserves during the respective periods. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 17 — Fair Value Measurements 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. The following table sets forth our assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value at June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration — — 57,574 57,574 Contingent consideration liability related to the Alliance acquisition (Note 3) is measured at fair value using Level 3 unobservable inputs at the end of each reporting period. The fair value of the estimated contingent consideration is determined based on our evaluation of the probability and amount of earn-out that may be achieved based on expected future performance of Helix Alliance. The Monte Carlo simulation model is used to calculate the estimated earn-out payment, which is then discounted to present value based on the expected payment date of the contingent consideration. The changes in the fair value of contingent consideration are as follows (in thousands): 2023 Balance at January 1, $ 42,754 Change in fair value 14,820 Balance at June 30, $ 57,574 The principal amount and estimated fair value of our long-term debt are as follows (in thousands): June 30, 2023 December 31, 2022 Principal Fair Principal Fair Amount (1) Value (2) Amount (1) Value (2) 2023 Notes (mature September 2023) $ 30,000 $ 30,097 $ 30,000 $ 31,149 2026 Notes (mature February 2026) 200,000 265,598 200,000 277,014 MARAD Debt (matures February 2027) 36,797 36,912 40,913 40,940 Total debt $ 266,797 $ 332,607 $ 270,913 $ 349,103 (1) Principal amount includes current maturities and excludes any related unamortized debt issuance costs. See Note 6 for additional disclosures on our long-term debt. (2) The estimated fair value of the 2023 Notes, the 2026 Notes and the MARAD Debt was determined 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. |
Basis Of Presentation And New_2
Basis Of Presentation And New Accounting Standards (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis Of Presentation | 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 in U.S. dollars have been prepared in accordance with 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 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 loss, statements of shareholders’ equity and statements of cash flows, as applicable. The operating results for the three- and six-month periods ended June 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Our balance sheet as of December 31, 2022 included herein has been derived from the audited balance sheet as of December 31, 2022 included in our 2022 Annual Report on Form 10-K (our “2022 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 2022 Form 10-K. |
Reclassifications | 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 | We do not expect any recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. |
Alliance Acquisition (Tables)
Alliance Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Alliance Acquisition | |
Final purchase consideration and final purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities | The following table summarizes the final purchase consideration and the final purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): July 1, 2022 Cash consideration $ 118,961 Contingent consideration 26,700 Total fair value of consideration transferred $ 145,661 Assets acquired: Cash and cash equivalents $ 6,336 Accounts receivable 43,378 Other current assets 6,077 Property and equipment 117,321 Operating lease right-of-use assets 1,205 Intangible assets 1,500 Other assets 2,133 Total assets acquired 177,950 Liabilities assumed: Accounts payable 20,480 Accrued liabilities 3,073 Operating lease liabilities 1,205 Deferred tax liabilities 7,531 Total liabilities assumed 32,289 Net assets acquired $ 145,661 |
Schedule of pro forma information | The following table summarizes the pro forma results of Helix and Alliance (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2022 2022 Revenues $ 214,853 $ 392,474 Net loss (21,810) (63,519) |
Details Of Certain Accounts (Ta
Details Of Certain Accounts (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of other current assets | Other current assets consist of the following (in thousands): June 30, December 31, 2023 2022 Prepaids $ 21,027 $ 26,609 Income tax receivable 2,182 — Contract assets (Note 9) 7,059 6,295 Deferred costs (Note 9) 35,570 13,969 Other 10,374 11,826 Total other current assets $ 76,212 $ 58,699 |
Schedule of other assets, net | Other assets, net consist of the following (in thousands): June 30, December 31, 2023 2022 Prepaid charter (1) $ 12,544 $ 12,544 Deferred costs (Note 9) 2,604 6,432 Other receivable (2) 26,030 24,827 Intangible assets with finite lives, net 4,300 4,465 Other 2,184 2,239 Total other assets, net $ 47,662 $ 50,507 (1) Represents prepayments to the owner of the Siem Helix 1 and the Siem Helix 2 to offset certain payment obligations associated with the vessels at the end of their respective charter term. (2) Represents agreed-upon amounts that we are entitled to receive from Marathon Oil Corporation (“Marathon Oil”) for remaining P&A work to be performed by us on Droshky oil and gas properties we acquired from Marathon Oil in 2019. |
Schedule of accrued liabilities | Accrued liabilities consist of the following (in thousands): June 30, December 31, 2023 2022 Accrued payroll and related benefits $ 38,560 $ 41,339 Accrued interest 6,219 6,306 Income tax payable — 479 Deferred revenue (Note 9) 23,617 9,961 Contingent consideration (Note 17) 57,574 — Other 16,639 15,489 Total accrued liabilities $ 142,609 $ 73,574 |
Schedule of other non-current liabilities | Other non-current liabilities consist of the following (in thousands): June 30, December 31, 2023 2022 Asset retirement obligations (Note 13) $ 54,320 $ 51,956 Contingent consideration (Note 17) — 42,754 Other 1,377 520 Total other non-current liabilities $ 55,697 $ 95,230 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases [Abstract] | |
Schedule of components of lease cost | The following table details the components of our lease cost (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Operating lease cost $ 17,347 $ 13,798 $ 34,353 $ 28,260 Variable lease cost 5,255 4,625 10,165 9,547 Short-term lease cost 17,916 7,571 24,893 13,009 Sublease income (206) (381) (537) (630) Net lease cost $ 40,312 $ 25,613 $ 68,874 $ 50,186 |
Schedule of maturities of operating lease liabilities | Maturities of our operating lease liabilities as of June 30, 2023 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 61,103 $ 6,722 $ 67,825 One to two years 54,287 5,135 59,422 Two to three years 35,941 1,107 37,048 Three to four years 34,893 1,008 35,901 Four to five years 12,138 1,008 13,146 Over five years — 2,422 2,422 Total lease payments $ 198,362 $ 17,402 $ 215,764 Less: imputed interest (26,707) (2,215) (28,922) Total operating lease liabilities $ 171,655 $ 15,187 $ 186,842 Current operating lease liabilities $ 49,597 $ 6,070 $ 55,667 Non-current operating lease liabilities 122,058 9,117 131,175 Total operating lease liabilities $ 171,655 $ 15,187 $ 186,842 Maturities of our operating lease liabilities as of December 31, 2022 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 58,063 $ 6,603 $ 64,666 One to two years 55,515 5,697 61,212 Two to three years 43,400 2,797 46,197 Three to four years 35,200 959 36,159 Four to five years 26,244 959 27,203 Over five years 3,041 2,783 5,824 Total lease payments $ 221,463 $ 19,798 $ 241,261 Less: imputed interest (32,986) (2,675) (35,661) Total operating lease liabilities $ 188,477 $ 17,123 $ 205,600 Current operating lease liabilities $ 45,131 $ 5,783 $ 50,914 Non-current operating lease liabilities 143,346 11,340 154,686 Total operating lease liabilities $ 188,477 $ 17,123 $ 205,600 |
Schedule of weighted average remaining lease term and discount rate | The following table presents the weighted average remaining lease term and discount rate: June 30, December 31, 2023 2022 Weighted average remaining lease term 3.6 years 4.0 years Weighted average discount rate 7.91 % 7.84 % |
Schedule of other information related to operating leases | The following table presents other information related to our operating leases (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for operating lease liabilities $ 32,964 $ 28,860 Right-of-use assets obtained in exchange for new operating lease liabilities 6,234 60,772 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of long-term debt outstanding | Scheduled maturities of our long-term debt outstanding as of June 30, 2023 are as follows (in thousands): 2023 2026 MARAD Notes Notes Debt Total Less than one year $ 30,000 $ — $ 8,538 $ 38,538 One to two years — — 8,965 8,965 Two to three years — 200,000 9,412 209,412 Three to four years — — 9,882 9,882 Gross debt 30,000 200,000 36,797 266,797 Unamortized debt issuance costs (1) (39) (3,961) (1,829) (5,829) Total debt 29,961 196,039 34,968 260,968 Less current maturities (29,961) — (8,538) (38,499) Long-term debt $ — $ 196,039 $ 26,430 $ 222,469 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. |
Schedule of components of net interest expense | The following table details the components of our net interest expense (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Interest expense $ 4,857 $ 5,034 $ 9,726 $ 10,341 Interest income (629) (235) (1,311) (368) Net interest expense $ 4,228 $ 4,799 $ 8,415 $ 9,973 |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of disaggregation of revenue | The following table provides information about disaggregated revenue by contract duration (in thousands): Well Shallow Water Production Intercompany Total Intervention Robotics Abandonment Facilities Eliminations Revenue Three months ended June 30, 2023 Short-term $ 75,621 $ 38,069 $ 74,116 $ — $ (26) $ 187,780 Long-term 78,600 31,981 2,190 23,128 (14,862) 121,037 Total $ 154,221 $ 70,050 $ 76,306 $ 23,128 $ (14,888) $ 308,817 Three months ended June 30, 2022 Short-term $ 86,048 $ 25,852 $ — $ — $ — $ 111,900 Long-term 20,243 23,998 — 17,678 (11,207) 50,712 Total $ 106,291 $ 49,850 $ — $ 17,678 $ (11,207) $ 162,612 Six months ended June 30, 2023 Short-term $ 153,388 $ 73,274 $ 123,497 $ — $ (26) $ 350,133 Long-term 143,271 45,998 2,190 44,033 (26,724) 208,768 Total $ 296,659 $ 119,272 $ 125,687 $ 44,033 $ (26,750) $ 558,901 Six months ended June 30, 2022 Short-term $ 177,394 $ 46,989 $ — $ — $ (635) $ 223,748 Long-term 35,264 40,212 — 35,972 (22,459) 88,989 Total $ 212,658 $ 87,201 $ — $ 35,972 $ (23,094) $ 312,737 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of computations of basic and diluted EPS | The computations of the numerator (earnings or loss) 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, 2023 June 30, 2022 Income Shares Income Shares Basic: Net income (loss) $ 7,100 $ (29,699) Less: Undistributed earnings allocated to participating securities (12) — Net income (loss) available to common shareholders, basic $ 7,088 150,791 $ (29,699) 151,205 Diluted: Net income (loss) available to common shareholders, basic $ 7,088 150,791 $ (29,699) 151,205 Effect of dilutive securities: Share-based awards other than participating securities — 2,613 — — Net income (loss) available to common shareholders, diluted $ 7,088 153,404 $ (29,699) 151,205 Six Months Ended Six Months Ended June 30, 2023 June 30, 2022 Income Shares Income Shares Basic: Net income (loss) $ 1,935 $ (71,730) Less: Undistributed earnings allocated to participating securities (3) — Net income (loss) available to common shareholders, basic $ 1,932 151,275 $ (71,730) 151,174 Diluted: Net income (loss) available to common shareholders, basic $ 1,932 151,275 $ (71,730) 151,174 Effect of dilutive securities: Share-based awards other than participating securities — 2,598 — — Net income (loss) available to common shareholders, diluted $ 1,932 153,873 $ (71,730) 151,174 |
Schedule of shares excluded from diluted EPS calculation | 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, 2022 2022 Diluted shares (as reported) 151,205 151,174 Share-based awards 1,250 1,119 Total 152,455 152,293 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, 2023 2022 2023 2022 2022 Notes — — — 1,211 2023 Notes 3,168 3,168 3,168 3,168 2026 Notes 28,676 28,676 28,676 28,676 |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of grants of share-based awards | During the six-month period ended June 30, 2023, the following grants of share-based awards were made under the 2005 Incentive Plan: Grant Date Fair Value Date of Grant Award Type Shares/Units Per Share/Unit Vesting Period January 1, 2023 (1) RSU 506,436 $ 7.38 33% per year over three years January 3, 2023 (1) PSU 489,498 $ 9.26 100% on December 31, 2025 January 1, 2023 (2) Restricted stock 9,210 $ 7.38 100% on January 1, 2025 April 1, 2023 (2) Restricted stock 7,267 $ 7.74 100% on January 1, 2025 (1) Reflects grants to our executive officers. (2) Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash. |
Business Segment Information (T
Business Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of financial data by reportable segment | Certain financial data by reportable segment are summarized as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Net revenues — Well Intervention $ 154,221 $ 106,291 $ 296,659 $ 212,658 Robotics 70,050 49,850 119,272 87,201 Shallow Water Abandonment 76,306 — 125,687 — Production Facilities 23,128 17,678 44,033 35,972 Intercompany eliminations (14,888) (11,207) (26,750) (23,094) Total $ 308,817 $ 162,612 $ 558,901 $ 312,737 Income (loss) from operations — Well Intervention $ 3,380 $ (22,548) $ (4,763) $ (54,306) Robotics 17,467 9,666 22,561 11,146 Shallow Water Abandonment 19,762 — 26,584 — Production Facilities 7,774 6,045 12,931 11,896 Segment operating income (loss) 48,383 (6,837) 57,313 (31,264) Change in fair value of contingent consideration (10,828) — (14,820) — Corporate, eliminations and other (17,350) (12,139) (30,591) (20,689) Total $ 20,205 $ (18,976) $ 11,902 $ (51,953) |
Schedule of intercompany segment revenues | Intercompany segment revenues are as follows (in thousands): Three Months Ended Six Months Ended June 30, June 30, 2023 2022 2023 2022 Well Intervention $ 6,873 $ 3,893 $ 11,342 $ 7,743 Robotics 7,989 7,314 15,382 15,351 Shallow Water Abandonment 26 — 26 — Total $ 14,888 $ 11,207 $ 26,750 $ 23,094 |
Schedule of total assets by reportable segment | The following table reflects total assets by reportable segment (in thousands): June 30, December 31, 2023 2022 Well Intervention $ 1,832,507 $ 1,796,269 Robotics 188,267 192,694 Shallow Water Abandonment 232,142 206,944 Production Facilities 120,025 136,382 Corporate and other 50,904 57,049 Total $ 2,423,845 $ 2,389,338 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | The following table describes the changes in our AROs (in thousands): 2023 2022 AROs at January 1, $ 51,956 $ 29,658 Accretion expense 2,364 1,303 AROs at June 30, $ 54,320 $ 30,961 |
Cash Flow Information (Tables)
Cash Flow Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | The following table provides supplemental cash flow information (in thousands): Six Months Ended June 30, 2023 2022 Interest paid $ 8,616 $ 9,550 Income taxes paid (1) 4,243 4,381 (1) Exclusive of any income tax refunds. |
Allowance For Credit Losses (Ta
Allowance For Credit Losses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Credit Loss [Abstract] | |
Schedule of activities in allowance for credit losses and deferred tax assets | The following table sets forth the activity in our allowance for credit losses (in thousands): 2023 2022 Balance at January 1, $ 2,277 $ 1,477 Additions (1) 689 86 Balance at June 30, $ 2,966 $ 1,563 (1) Additions in allowance for credit losses reflect credit loss reserves during the respective periods. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value on a recurring basis | The following table sets forth our assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): Fair Value at June 30, 2023 Level 1 Level 2 Level 3 Total Liabilities: Contingent consideration — — 57,574 57,574 |
Schedule of changes in the fair value of contingent consideration | The changes in the fair value of contingent consideration are as follows (in thousands): 2023 Balance at January 1, $ 42,754 Change in fair value 14,820 Balance at June 30, $ 57,574 |
Schedule of principal amount and estimated fair value of long-term debt | The principal amount and estimated fair value of our long-term debt are as follows (in thousands): June 30, 2023 December 31, 2022 Principal Fair Principal Fair Amount (1) Value (2) Amount (1) Value (2) 2023 Notes (mature September 2023) $ 30,000 $ 30,097 $ 30,000 $ 31,149 2026 Notes (mature February 2026) 200,000 265,598 200,000 277,014 MARAD Debt (matures February 2027) 36,797 36,912 40,913 40,940 Total debt $ 266,797 $ 332,607 $ 270,913 $ 349,103 (1) Principal amount includes current maturities and excludes any related unamortized debt issuance costs. See Note 6 for additional disclosures on our long-term debt. (2) The estimated fair value of the 2023 Notes, the 2026 Notes and the MARAD Debt was determined 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. |
Company Overview (Details)
Company Overview (Details) | 6 Months Ended | |
Jun. 30, 2023 segment item | Jun. 30, 2022 segment | |
Business Segment Information | ||
Number of reportable segments | segment | 4 | 3 |
Well Intervention | ||
Business Segment Information | ||
Number of long-term chartered vessels | item | 2 |
Alliance Acquisition (Details)
Alliance Acquisition (Details) - Alliance $ in Thousands | Jul. 01, 2022 USD ($) |
Business Acquisition [Line Items] | |
Total consideration for business acquisition | $ 145,661 |
Cash paid to acquire companies | 118,961 |
Post-closing earn-out consideration payable | 26,700 |
Estimated fair values of the identifiable assets acquired and liabilities assumed | |
Cash consideration | 118,961 |
Contingent consideration | 26,700 |
Total fair value of consideration transferred | 145,661 |
Assets acquired: | |
Cash and cash equivalents | 6,336 |
Accounts receivable | 43,378 |
Other current assets | 6,077 |
Property and equipment | 117,321 |
Operating lease right-of-use assets | 1,205 |
Intangible assets | 1,500 |
Other assets | 2,133 |
Total assets acquired | 177,950 |
Liabilities assumed: | |
Accounts payable | 20,480 |
Accrued liabilities | 3,073 |
Operating lease liabilities | 1,205 |
Deferred tax liabilities | 7,531 |
Total liabilities assumed | 32,289 |
Net assets acquired | $ 145,661 |
Alliance Acquisition - Pro form
Alliance Acquisition - Pro forma information (Details) - Alliance - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Revenues | $ 214,853 | $ 392,474 |
Net loss | $ (21,810) | $ (63,519) |
Details Of Certain Accounts - O
Details Of Certain Accounts - Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaids | $ 21,027 | $ 26,609 |
Income tax receivable | 2,182 | |
Contract assets | 7,059 | 6,295 |
Deferred costs | 35,570 | 13,969 |
Other | 10,374 | 11,826 |
Total other current assets | $ 76,212 | $ 58,699 |
Details Of Certain Accounts -_2
Details Of Certain Accounts - Other Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid charter | $ 12,544 | $ 12,544 |
Deferred costs | 2,604 | 6,432 |
Other receivable | 26,030 | 24,827 |
Intangible assets with finite lives, net | 4,300 | 4,465 |
Other | 2,184 | 2,239 |
Total other assets, net | $ 47,662 | $ 50,507 |
Details Of Certain Accounts - A
Details Of Certain Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and related benefits | $ 38,560 | $ 41,339 |
Accrued interest | 6,219 | 6,306 |
Income tax payable | 479 | |
Deferred revenue | 23,617 | 9,961 |
Contingent consideration | 57,574 | |
Other | 16,639 | 15,489 |
Total accrued liabilities | $ 142,609 | $ 73,574 |
Details Of Certain Accounts -_3
Details Of Certain Accounts - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Asset retirement obligations | $ 54,320 | $ 51,956 |
Contingent consideration | 42,754 | |
Other | 1,377 | 520 |
Total other non-current liabilities | $ 55,697 | $ 95,230 |
Leases - Components Of Lease Co
Leases - Components Of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Lease, Cost [Abstract] | ||||
Operating lease cost | $ 17,347 | $ 13,798 | $ 34,353 | $ 28,260 |
Variable lease cost | 5,255 | 4,625 | 10,165 | 9,547 |
Short-term lease cost | 17,916 | 7,571 | 24,893 | 13,009 |
Sublease income | (206) | (381) | (537) | (630) |
Net lease cost | $ 40,312 | $ 25,613 | $ 68,874 | $ 50,186 |
Leases - Maturities Of Operatin
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | ||
Less than one year | $ 67,825 | $ 64,666 |
One to two years | 59,422 | 61,212 |
Two to three years | 37,048 | 46,197 |
Three to four years | 35,901 | 36,159 |
Four to five years | 13,146 | 27,203 |
Over five years | 2,422 | 5,824 |
Total lease payments | 215,764 | 241,261 |
Less: imputed interest | (28,922) | (35,661) |
Total operating lease liabilities | 186,842 | 205,600 |
Current operating lease liabilities | 55,667 | 50,914 |
Non-current operating lease liabilities | 131,175 | 154,686 |
Vessels | ||
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | ||
Less than one year | 61,103 | 58,063 |
One to two years | 54,287 | 55,515 |
Two to three years | 35,941 | 43,400 |
Three to four years | 34,893 | 35,200 |
Four to five years | 12,138 | 26,244 |
Over five years | 3,041 | |
Total lease payments | 198,362 | 221,463 |
Less: imputed interest | (26,707) | (32,986) |
Total operating lease liabilities | 171,655 | 188,477 |
Current operating lease liabilities | 49,597 | 45,131 |
Non-current operating lease liabilities | 122,058 | 143,346 |
Facilities and Equipment | ||
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity [Abstract] | ||
Less than one year | 6,722 | 6,603 |
One to two years | 5,135 | 5,697 |
Two to three years | 1,107 | 2,797 |
Three to four years | 1,008 | 959 |
Four to five years | 1,008 | 959 |
Over five years | 2,422 | 2,783 |
Total lease payments | 17,402 | 19,798 |
Less: imputed interest | (2,215) | (2,675) |
Total operating lease liabilities | 15,187 | 17,123 |
Current operating lease liabilities | 6,070 | 5,783 |
Non-current operating lease liabilities | $ 9,117 | $ 11,340 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term And Discount Rate (Details) | Jun. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 3 years 7 months 6 days | 4 years |
Weighted average discount rate (as a percent) | 7.91% | 7.84% |
Leases - Other Information Rela
Leases - Other Information Related To Operating Leases (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 32,964 | $ 28,860 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 6,234 | $ 60,772 |
Long-Term Debt - Maturities Of
Long-Term Debt - Maturities Of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less than one year | $ 38,538 | |
One to two years | 8,965 | |
Two to three years | 209,412 | |
Three to four years | 9,882 | |
Gross debt | 266,797 | $ 270,913 |
Unamortized debt issuance costs | (5,829) | |
Total debt | 260,968 | |
Less: current maturities | (38,499) | (38,200) |
Long-term debt | 222,469 | 225,875 |
2023 Notes (mature September 2023) | ||
Debt Instrument [Line Items] | ||
Less than one year | 30,000 | |
Gross debt | 30,000 | 30,000 |
Unamortized debt issuance costs | (39) | |
Total debt | 29,961 | |
Less: current maturities | (29,961) | |
2026 Notes (mature February 2026) | ||
Debt Instrument [Line Items] | ||
Two to three years | 200,000 | |
Gross debt | 200,000 | 200,000 |
Unamortized debt issuance costs | (3,961) | |
Total debt | 196,039 | |
Long-term debt | 196,039 | |
MARAD Debt (matures February 2027) | ||
Debt Instrument [Line Items] | ||
Less than one year | 8,538 | |
One to two years | 8,965 | |
Two to three years | 9,412 | |
Three to four years | 9,882 | |
Gross debt | 36,797 | $ 40,913 |
Unamortized debt issuance costs | (1,829) | |
Total debt | 34,968 | |
Less: current maturities | (8,538) | |
Long-term debt | $ 26,430 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) - ABL Facility Maturing September 2026 $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 120 |
Maturity date | Sep. 30, 2026 |
Springing maturity period | 91 days |
Outstanding principal amount with a springing maturity | $ 50 |
Additional commitments (up to) | 30 |
Sub-limit for the issuance of letters of credit | 20 |
Borrowings under ABL Facility | 0 |
Available borrowing capacity | 102.5 |
Letters of credit issued | 9.5 |
Pro Forma | |
Debt Instrument [Line Items] | |
Available borrowing capacity | $ 30 |
Available borrowing capacity (as a percent of borrowing base) | 10% |
Permitted debt for the deferred purchase price of property | $ 50 |
Availability of the borrowing base to satisfy and maintain fixed charge ratio | $ 12 |
Period prior to maturity to maintain a pro forma minimum excess availability | 91 days |
Minimum | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 0.375% |
Fixed charge coverage ratio | 1 |
Maximum | |
Debt Instrument [Line Items] | |
Commitment fee percentage | 0.50% |
United States | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 85 |
United States | SOFR | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
United States | SOFR | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2% |
United States | Base Rate | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 0.50% |
United States | Base Rate | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1% |
United Kingdom | |
Debt Instrument [Line Items] | |
Borrowing capacity | $ 35 |
United Kingdom | SOFR | |
Debt Instrument [Line Items] | |
Adjustment on variable rate (as a percent) | 0.10% |
United Kingdom | SOFR | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
United Kingdom | SOFR | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2% |
United Kingdom | SONIA | Minimum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 1.50% |
United Kingdom | SONIA | Maximum | |
Debt Instrument [Line Items] | |
Basis spread on variable rate (as a percent) | 2% |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes Due 2022 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 01, 2022 | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 4,857 | $ 5,034 | $ 9,726 | $ 10,341 | |
Amortization of debt issuance costs | $ 1,199 | 1,161 | |||
2022 Notes (matured May 2022) | |||||
Debt Instrument [Line Items] | |||||
Repurchased principal amount | $ 35,000 | ||||
Interest rate (as a percent) | 4.80% | ||||
Interest expense | $ 100 | $ 600 |
Long-Term Debt - Convertible _2
Long-Term Debt - Convertible Senior Notes Due 2023 (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 4,857,000 | $ 5,034,000 | $ 9,726,000 | $ 10,341,000 |
Amortization of debt issuance costs | $ 1,199,000 | 1,161,000 | ||
2023 Notes (mature September 2023) | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 4.125% | 4.125% | ||
Frequency of periodic payment | semi-annually | |||
Maturity date | Sep. 15, 2023 | |||
Initial conversion ratio | 0.1056133 | |||
Aggregate number of shares | shares | 3,168,399 | |||
Initial conversion price per share (USD per share) | $ / shares | $ 9.47 | $ 9.47 | ||
Increase in the conversion rate | 0.0475260 | |||
Redemption price as a percentage of principal amount | 100% | |||
Effective interest rate (as a percent) | 4.80% | 4.80% | ||
Interest expense | $ 300,000 | 300,000 | $ 700,000 | 700,000 |
Coupon interest expense | $ 300,000 | $ 300,000 | 600,000 | 600,000 |
Amortization of debt issuance costs | $ 100,000 | $ 100,000 | ||
2023 Notes (mature September 2023) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of closing price of common stock to conversion price | 130% | |||
Number of trading days | 20 | |||
Number of consecutive trading days | 30 |
Long-Term Debt - Convertible _3
Long-Term Debt - Convertible Senior Notes Due 2026 (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 4,857,000 | $ 5,034,000 | $ 9,726,000 | $ 10,341,000 |
Amortization of debt issuance costs | $ 1,199,000 | 1,161,000 | ||
2026 Notes (mature February 2026) | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.75% | 6.75% | ||
Maturity date | Feb. 15, 2026 | |||
Frequency of periodic payment | semi-annually | |||
Initial conversion ratio | 0.1433795 | |||
Aggregate number of shares | shares | 28,675,900 | |||
Initial conversion price per share (USD per share) | $ / shares | $ 6.97 | $ 6.97 | ||
Increase in the conversion rate | 0.0645207 | |||
Redemption price as a percentage of principal amount | 100% | |||
Effective interest rate (as a percent) | 7.60% | 7.60% | ||
Interest expense | $ 3,700,000 | 3,700,000 | $ 7,400,000 | 7,400,000 |
Coupon interest expense | 3,400,000 | 3,400,000 | 6,800,000 | 6,800,000 |
Amortization of debt issuance costs | $ 300,000 | $ 300,000 | $ 600,000 | $ 600,000 |
2026 Notes (mature February 2026) | Maximum | ||||
Debt Instrument [Line Items] | ||||
Percentage of closing price of common stock to conversion price | 130% | |||
Number of trading days | 20 | |||
Number of consecutive trading days | 30 | |||
2026 Notes (mature February 2026) | Minimum | ||||
Debt Instrument [Line Items] | ||||
Percentage of closing price of common stock to conversion price | 97% | |||
Number of trading days | 5 | |||
Number of consecutive trading days | 10 |
Long-Term Debt - 2026 Capped Ca
Long-Term Debt - 2026 Capped Calls (Details) - 2026 Capped Calls $ / shares in Units, $ in Millions | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Debt Instrument [Line Items] | |
Aggregate number of common shares subject to capped calls | shares | 28,675,900 |
Initial strike price | $ 6.97 |
Initial cap price | $ 8.42 |
Aggregate cost of capped call transactions | $ | $ 10.6 |
Long-Term Debt - MARAD Debt (De
Long-Term Debt - MARAD Debt (Details) - MARAD Debt (matures February 2027) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Instrument [Line Items] | |
Guarantor obligations (as a percent) | 50% |
Frequency of periodic payment | semi-annual |
Maturity date | February 2027 |
Interest rate (as a percent) | 4.93% |
Long-Term Debt - Components Of
Long-Term Debt - Components Of Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 4,857 | $ 5,034 | $ 9,726 | $ 10,341 |
Interest income | (629) | (235) | (1,311) | (368) |
Net interest expense | $ 4,228 | $ 4,799 | $ 8,415 | $ 9,973 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 3,312 | $ 1,434 | $ 1,294 | $ 3,574 |
Effective tax rate | 31.80% | (5.10%) | 40.10% | (5.20%) |
Share Repurchase Programs (Deta
Share Repurchase Programs (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Feb. 20, 2023 | |
Share Repurchase Programs | |||
Cost of shares repurchased | $ 5,123 | $ 10,129 | |
2023 Repurchase Program | |||
Share Repurchase Programs | |||
Authorized repurchase amount | $ 200,000 | ||
Shares repurchased (in shares) | 1,410,000 | ||
Cost of shares repurchased | $ 10,100 | ||
Average cost per share (USD per share) | $ 7.13 |
Revenue From Contracts With C_3
Revenue From Contracts With Customers - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue From Contracts With Customers | ||||
Net revenues | $ 308,817 | $ 162,612 | $ 558,901 | $ 312,737 |
Intercompany Eliminations | ||||
Revenue From Contracts With Customers | ||||
Net revenues | (14,888) | (11,207) | (26,750) | (23,094) |
Well Intervention | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 154,221 | 106,291 | 296,659 | 212,658 |
Well Intervention | Intercompany Eliminations | ||||
Revenue From Contracts With Customers | ||||
Net revenues | (6,873) | (3,893) | (11,342) | (7,743) |
Robotics | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 70,050 | 49,850 | 119,272 | 87,201 |
Robotics | Intercompany Eliminations | ||||
Revenue From Contracts With Customers | ||||
Net revenues | (7,989) | (7,314) | (15,382) | (15,351) |
Shallow Water Abandonment | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 76,306 | 125,687 | ||
Shallow Water Abandonment | Intercompany Eliminations | ||||
Revenue From Contracts With Customers | ||||
Net revenues | (26) | (26) | ||
Production Facilities | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 23,128 | 17,678 | 44,033 | 35,972 |
Short-term | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 187,780 | 111,900 | 350,133 | 223,748 |
Short-term | Intercompany Eliminations | ||||
Revenue From Contracts With Customers | ||||
Net revenues | (26) | (26) | (635) | |
Short-term | Well Intervention | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 75,621 | 86,048 | 153,388 | 177,394 |
Short-term | Robotics | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 38,069 | 25,852 | 73,274 | 46,989 |
Short-term | Shallow Water Abandonment | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 74,116 | 123,497 | ||
Long-term | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 121,037 | 50,712 | 208,768 | 88,989 |
Long-term | Intercompany Eliminations | ||||
Revenue From Contracts With Customers | ||||
Net revenues | (14,862) | (11,207) | (26,724) | (22,459) |
Long-term | Well Intervention | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 78,600 | 20,243 | 143,271 | 35,264 |
Long-term | Robotics | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 31,981 | 23,998 | 45,998 | 40,212 |
Long-term | Shallow Water Abandonment | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | 2,190 | 2,190 | ||
Long-term | Production Facilities | Reportable Segments | ||||
Revenue From Contracts With Customers | ||||
Net revenues | $ 23,128 | $ 17,678 | $ 44,033 | $ 35,972 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||||
Contract assets | $ 7.1 | $ 7.1 | $ 6.3 | ||
Credit losses on contract assets | 0 | $ 0 | 0 | $ 0 | |
Contract liabilities | 23.6 | 23.6 | 10 | ||
Revenue recognized | 9.4 | 3.5 | 8 | 5.8 | |
Deferred contract costs | 38.2 | 38.2 | $ 20.4 | ||
Amortization of deferred contract costs | $ 14.4 | $ 6.6 | $ 19.1 | $ 11.2 |
Revenue From Contracts With C_5
Revenue From Contracts With Customers - Remaining Performance Obligations (Details) $ in Millions | Jun. 30, 2023 USD ($) |
Revenue From Contracts With Customers | |
Unsatisfied performance obligations | $ 910.1 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-07-01 | |
Revenue From Contracts With Customers | |
Unsatisfied performance obligations | $ 454.5 |
Expected timing of satisfaction | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue From Contracts With Customers | |
Unsatisfied performance obligations | $ 453.1 |
Expected timing of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue From Contracts With Customers | |
Unsatisfied performance obligations | $ 2.5 |
Expected timing of satisfaction | 12 months |
Earnings Per Share - Computatio
Earnings Per Share - Computations Of Basic And Diluted EPS (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Basic: | ||||
Net income (loss) | $ 7,100 | $ (29,699) | $ 1,935 | $ (71,730) |
Less: Undistributed earnings allocated to participating securities | (12) | (3) | ||
Net income (loss) available to common shareholders, basic | $ 7,088 | $ (29,699) | $ 1,932 | $ (71,730) |
Weighted average number of shares outstanding, basic (in shares) | 150,791 | 151,205 | 151,275 | 151,174 |
Effect of dilutive securities: | ||||
Share-based awards other than participating securities (in shares) | 2,613 | 2,598 | ||
Net income (loss) available to common shareholders, diluted | $ 7,088 | $ (29,699) | $ 1,932 | $ (71,730) |
Weighted average number of shares outstanding, diluted (in shares) | 153,404 | 151,205 | 153,873 | 151,174 |
Earnings Per Share - Shares Inc
Earnings Per Share - Shares Included in Diluted Calculations Assuming Earnings (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Diluted shares (as reported) | 153,404 | 151,205 | 153,873 | 151,174 |
Share-based awards | 1,250 | 1,119 | ||
Total | 152,455 | 152,293 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Shares Excluded From Diluted EPS Calculation (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
2022 Notes | ||||
Earnings Per Share | ||||
Antidilutive securities (in shares) | 1,211 | |||
2023 Notes | ||||
Earnings Per Share | ||||
Antidilutive securities (in shares) | 3,168 | 3,168 | 3,168 | 3,168 |
2026 Notes | ||||
Earnings Per Share | ||||
Antidilutive securities (in shares) | 28,676 | 28,676 | 28,676 | 28,676 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jan. 03, 2023 item | Jan. 31, 2023 USD ($) shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Defined Contribution Plans | |||||||
Employee Benefit Plans | |||||||
Plan cost recognized | $ 1 | $ 0.7 | $ 2.1 | $ 1.5 | |||
2005 Incentive Plan | |||||||
Employee Benefit Plans | |||||||
Shares available for issuance (in shares) | shares | 3,500,000 | 3,500,000 | |||||
Restricted Stock | |||||||
Employee Benefit Plans | |||||||
Granted to executive officers and other employees (in shares) | shares | 0 | ||||||
Compensation cost | $ 0.3 | 0.8 | $ 0.6 | 1.4 | |||
PSUs | |||||||
Employee Benefit Plans | |||||||
Number of components of equity awards granted | item | 2 | ||||||
Percentage based on service and market conditions | 50% | ||||||
Percentage based on service and performance conditions | 50% | ||||||
Compensation cost | 1.2 | 1.1 | 2.4 | 2.1 | |||
Performance Period | 3 years | ||||||
Share-based payment awards vested (in shares) | shares | 369,938 | ||||||
Award vesting percentage | 77% | ||||||
PSUs | Common Stock | |||||||
Employee Benefit Plans | |||||||
Shares issued upon vesting (in shares) | shares | 285,778 | ||||||
Fair value of awards vested | $ 3.6 | ||||||
PSUs | Maximum | |||||||
Employee Benefit Plans | |||||||
Award vesting percentage | 200% | ||||||
PSUs | Minimum | |||||||
Employee Benefit Plans | |||||||
Award vesting percentage | 0% | ||||||
RSUs | |||||||
Employee Benefit Plans | |||||||
Compensation cost | 1.2 | 0.2 | 2.4 | 0.8 | |||
Fixed Value Cash Awards | |||||||
Employee Benefit Plans | |||||||
Long-term incentive cash awards granted | 6 | $ 6 | $ 5.5 | ||||
Vesting period | 3 years | ||||||
Deferred compensation cost | $ 1.2 | $ 1.1 | $ 2.4 | $ 2.1 | |||
ESPP | |||||||
Employee Benefit Plans | |||||||
Shares available for issuance (in shares) | shares | 1,200,000 | 1,200,000 | |||||
Purchase limit per employee (in shares) | shares | 260 |
Employee Benefit Plans - Share-
Employee Benefit Plans - Share-Based Awards Granted (Details) - $ / shares | 1 Months Ended | 6 Months Ended | |||
Apr. 01, 2023 | Jan. 03, 2023 | Jan. 01, 2023 | Jan. 31, 2023 | Jun. 30, 2023 | |
RSUs | Officers | |||||
Employee Benefit Plans | |||||
Date of Grant | Jan. 01, 2023 | ||||
Shares/Units | 506,436 | ||||
Grant Date Fair Value Per Share/Unit | $ 7.38 | ||||
Vesting Percentage | 33% | ||||
Vesting Period | 3 years | ||||
PSUs | |||||
Employee Benefit Plans | |||||
Vesting Percentage | 77% | ||||
PSUs | Officers | |||||
Employee Benefit Plans | |||||
Date of Grant | Jan. 03, 2023 | ||||
Shares/Units | 489,498 | ||||
Grant Date Fair Value Per Share/Unit | $ 9.26 | ||||
Vesting Percentage | 100% | ||||
Vesting Date | Dec. 31, 2025 | ||||
Restricted Stock | |||||
Employee Benefit Plans | |||||
Shares/Units | 0 | ||||
Restricted Stock | Board of Directors | |||||
Employee Benefit Plans | |||||
Date of Grant | Apr. 01, 2023 | Jan. 01, 2023 | |||
Shares/Units | 7,267 | 9,210 | |||
Grant Date Fair Value Per Share/Unit | $ 7.74 | $ 7.38 | |||
Vesting Percentage | 100% | 100% | |||
Vesting Date | Jan. 01, 2025 | Jan. 01, 2025 |
Business Segment Information -
Business Segment Information - Narrative (Details) - segment | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting [Abstract] | ||
Number of reportable segments | 4 | 3 |
Business Segment Information _2
Business Segment Information - Financial Data By Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Segment Information | ||||
Net revenues | $ 308,817 | $ 162,612 | $ 558,901 | $ 312,737 |
Change in fair value of contingent consideration | (10,828) | (14,820) | ||
Income (loss) from operations | 20,205 | (18,976) | 11,902 | (51,953) |
Reportable Segments | ||||
Business Segment Information | ||||
Income (loss) from operations | 48,383 | (6,837) | 57,313 | (31,264) |
Intercompany Eliminations | ||||
Business Segment Information | ||||
Net revenues | (14,888) | (11,207) | (26,750) | (23,094) |
Corporate, Eliminations and Other | ||||
Business Segment Information | ||||
Income (loss) from operations | (17,350) | (12,139) | (30,591) | (20,689) |
Well Intervention | Reportable Segments | ||||
Business Segment Information | ||||
Net revenues | 154,221 | 106,291 | 296,659 | 212,658 |
Income (loss) from operations | 3,380 | (22,548) | (4,763) | (54,306) |
Well Intervention | Intercompany Eliminations | ||||
Business Segment Information | ||||
Net revenues | (6,873) | (3,893) | (11,342) | (7,743) |
Robotics | Reportable Segments | ||||
Business Segment Information | ||||
Net revenues | 70,050 | 49,850 | 119,272 | 87,201 |
Income (loss) from operations | 17,467 | 9,666 | 22,561 | 11,146 |
Robotics | Intercompany Eliminations | ||||
Business Segment Information | ||||
Net revenues | (7,989) | (7,314) | (15,382) | (15,351) |
Shallow Water Abandonment | Reportable Segments | ||||
Business Segment Information | ||||
Net revenues | 76,306 | 125,687 | ||
Income (loss) from operations | 19,762 | 26,584 | ||
Shallow Water Abandonment | Intercompany Eliminations | ||||
Business Segment Information | ||||
Net revenues | (26) | (26) | ||
Production Facilities | Reportable Segments | ||||
Business Segment Information | ||||
Net revenues | 23,128 | 17,678 | 44,033 | 35,972 |
Income (loss) from operations | $ 7,774 | $ 6,045 | $ 12,931 | $ 11,896 |
Business Segment Information _3
Business Segment Information - Intercompany Segment Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Segment Information | ||||
Net revenues | $ (308,817) | $ (162,612) | $ (558,901) | $ (312,737) |
Intercompany Eliminations | ||||
Business Segment Information | ||||
Net revenues | 14,888 | 11,207 | 26,750 | 23,094 |
Intercompany Eliminations | Well Intervention | ||||
Business Segment Information | ||||
Net revenues | 6,873 | 3,893 | 11,342 | 7,743 |
Intercompany Eliminations | Robotics | ||||
Business Segment Information | ||||
Net revenues | 7,989 | $ 7,314 | 15,382 | $ 15,351 |
Intercompany Eliminations | Shallow Water Abandonment | ||||
Business Segment Information | ||||
Net revenues | $ 26 | $ 26 |
Business Segment Information _4
Business Segment Information - Total Assets By Reportable Segment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Business Segment Information | ||
Total assets | $ 2,423,845 | $ 2,389,338 |
Corporate, Eliminations and Other | ||
Business Segment Information | ||
Total assets | 50,904 | 57,049 |
Well Intervention | Reportable Segments | ||
Business Segment Information | ||
Total assets | 1,832,507 | 1,796,269 |
Robotics | Reportable Segments | ||
Business Segment Information | ||
Total assets | 188,267 | 192,694 |
Shallow Water Abandonment | Reportable Segments | ||
Business Segment Information | ||
Total assets | 232,142 | 206,944 |
Production Facilities | Reportable Segments | ||
Business Segment Information | ||
Total assets | $ 120,025 | $ 136,382 |
Asset Retirement Obligations -
Asset Retirement Obligations - Acquisitions (Details) - USD ($) $ in Thousands | 1 Months Ended | ||||
Aug. 31, 2022 | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Asset Retirement Obligations | |||||
Asset retirement obligation | $ 54,320 | $ 51,956 | $ 30,961 | $ 29,658 | |
Production Facilities | Thunder Hawk Field | |||||
Asset Retirement Obligations | |||||
Ownership percentage | 62.50% | ||||
Asset retirement obligation | $ 23,600 |
Asset Retirement Obligations _2
Asset Retirement Obligations - Changes in AROs (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Changes in our AROs: | ||
AROs at beginning of year | $ 51,956 | $ 29,658 |
Accretion expense | 2,364 | 1,303 |
AROs at end of period | $ 54,320 | $ 30,961 |
Commitments And Contingencies_2
Commitments And Contingencies And Other Matters - Narrative (Details) | 1 Months Ended |
Jan. 31, 2023 | |
Glomar Wave | |
Commitments And Contingencies [Line Items] | |
Term of charter agreement | 3 years |
Cash Flow Information - Supplem
Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid | $ 8,616 | $ 9,550 |
Income taxes paid | $ 4,243 | $ 4,381 |
Cash Flow Information - Narrati
Cash Flow Information - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Supplemental Cash Flow Information [Abstract] | ||
Non-cash capital additions | $ 0.1 | $ 0.3 |
Allowance For Credit Losses - A
Allowance For Credit Losses - Activities In Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Allowance for credit losses | ||
Balance at beginning of year | $ 2,277 | $ 1,477 |
Additions | 689 | 86 |
Balance at end of period | $ 2,966 | $ 1,563 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities At Fair Value On Recurring Basis (Details) - Recurring $ in Thousands | Jun. 30, 2023 USD ($) |
Fair Value Measurements | |
Contingent consideration | $ 57,574 |
Level 3 | |
Fair Value Measurements | |
Contingent consideration | $ 57,574 |
Fair Value Measurements - Chang
Fair Value Measurements - Change in Fair Value of Contingent Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Change in the fair value of contingent consideration: | ||
Balance at January 1, | $ 42,754 | |
Change in fair value | $ 10,828 | 14,820 |
Balance at end of period | $ 57,574 | $ 57,574 |
Fair Value Measurements - Princ
Fair Value Measurements - Principal Amount And Estimated Fair Value Of Long-Term Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Fair Value Measurements | ||
Principal Amount | $ 266,797 | $ 270,913 |
Fair Value | 332,607 | 349,103 |
2023 Notes (mature September 2023) | ||
Fair Value Measurements | ||
Principal Amount | 30,000 | 30,000 |
Fair Value | 30,097 | 31,149 |
2026 Notes (mature February 2026) | ||
Fair Value Measurements | ||
Principal Amount | 200,000 | 200,000 |
Fair Value | 265,598 | 277,014 |
MARAD Debt (matures February 2027) | ||
Fair Value Measurements | ||
Principal Amount | 36,797 | 40,913 |
Fair Value | $ 36,912 | $ 40,940 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 7,100 | $ (29,699) | $ 1,935 | $ (71,730) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |