Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 22, 2021 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
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 | |
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 | 150,723,988 | |
Entity Central Index Key | 0000866829 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 204,802 | $ 291,320 |
Restricted cash | 65,579 | |
Accounts receivable, net of allowance for credit losses of $1,665 and $3,469, respectively | 132,314 | 132,233 |
Other current assets | 86,242 | 102,092 |
Total current assets | 488,937 | 525,645 |
Property and equipment | 2,956,804 | 2,948,907 |
Less accumulated depreciation | (1,197,712) | (1,165,943) |
Property and equipment, net | 1,759,092 | 1,782,964 |
Operating lease right-of-use assets | 136,210 | 149,656 |
Other assets, net | 37,510 | 40,013 |
Total assets | 2,421,749 | 2,498,278 |
Current liabilities: | ||
Accounts payable | 55,148 | 50,022 |
Accrued liabilities | 76,486 | 87,035 |
Current maturities of long-term debt | 36,478 | 90,651 |
Current operating lease liabilities | 50,321 | 51,599 |
Total current liabilities | 218,433 | 279,307 |
Long-term debt | 299,560 | 258,912 |
Operating lease liabilities | 88,576 | 101,009 |
Deferred tax liabilities | 100,655 | 110,821 |
Other non-current liabilities | 3,105 | 3,878 |
Total liabilities | 710,329 | 753,927 |
Redeemable noncontrolling interests | 3,960 | 3,855 |
Shareholders' equity: | ||
Common stock, no par, 240,000 shares authorized, 150,715 and 150,341 shares issued, respectively | 1,286,380 | 1,327,592 |
Retained earnings | 468,087 | 464,524 |
Accumulated other comprehensive loss | (47,007) | (51,620) |
Total shareholders' equity | 1,707,460 | 1,740,496 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 2,421,749 | $ 2,498,278 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Allowance for credit losses | $ 1,665 | $ 3,469 |
Shareholders' equity: | ||
Common stock, par value (USD per share) | $ 0 | $ 0 |
Common stock, shares authorized | 240,000 | 240,000 |
Common stock, shares issued | 150,715 | 150,341 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenues | $ 163,415 | $ 181,021 |
Cost of sales | 148,791 | 179,011 |
Gross profit | 14,624 | 2,010 |
Goodwill impairment | (6,689) | |
Selling, general and administrative expenses | (15,179) | (16,348) |
Loss from operations | (555) | (21,027) |
Net interest expense | (6,053) | (5,746) |
Other income (expense), net | 1,617 | (10,427) |
Royalty income and other | 2,057 | 2,179 |
Loss before income taxes | (2,934) | (35,021) |
Income tax provision (benefit) | 116 | (21,093) |
Net loss | (3,050) | (13,928) |
Net loss attributable to redeemable noncontrolling interests | (172) | (1,990) |
Net loss attributable to common shareholders | $ (2,878) | $ (11,938) |
Loss per share of common stock: | ||
Basic | $ (0.02) | $ (0.09) |
Diluted | $ (0.02) | $ (0.09) |
Weighted average common shares outstanding (in shares) | ||
Basic | 149,935 | 148,863 |
Diluted | 149,935 | 148,863 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements Of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,050) | $ (13,928) |
Other comprehensive income (loss), net of tax: | ||
Net unrealized loss on hedges arising during the period | (96) | |
Reclassifications into earnings | 427 | |
Income taxes on hedges | (66) | |
Net change in hedges, net of tax | 265 | |
Foreign currency translation gain (loss) | 4,613 | (33,587) |
Other comprehensive income (loss), net of tax | 4,613 | (33,322) |
Comprehensive income (loss) | 1,563 | (47,250) |
Less comprehensive loss attributable to redeemable noncontrolling interests: | ||
Net loss | (172) | (1,990) |
Foreign currency translation gain (loss) | 36 | (228) |
Comprehensive loss attributable to redeemable noncontrolling interests | (136) | (2,218) |
Comprehensive income (loss) attributable to common shareholders | $ 1,699 | $ (45,032) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements Of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common StockCumulative-effect adjustments upon adoption of ASU | Common Stock | Retained EarningsCumulative-effect adjustments upon adoption of ASU | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Cumulative-effect adjustments upon adoption of ASU | Total |
Balance, beginning of period (Accounting Standards Update 2016-13) at Dec. 31, 2019 | $ (620) | $ (620) | |||||
Balance, beginning of period at Dec. 31, 2019 | $ 1,318,961 | $ 445,370 | $ (64,740) | $ 1,699,591 | |||
Balance, beginning of period (in shares) at Dec. 31, 2019 | 148,888 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (11,938) | (11,938) | |||||
Foreign currency translation adjustments | (33,587) | (33,587) | |||||
Unrealized gain on hedges, net of tax | 265 | 265 | |||||
Accretion of redeemable noncontrolling interests | (2,086) | (2,086) | |||||
Activity in company stock plans, net and other | $ (4,730) | (4,730) | |||||
Activity in company stock plans, net and other (in shares) | 1,074 | ||||||
Share-based compensation | $ 2,170 | 2,170 | |||||
Balance, end of period at Mar. 31, 2020 | $ 1,316,401 | 430,726 | (98,062) | 1,649,065 | |||
Balance, end of period (in shares) at Mar. 31, 2020 | 149,962 | ||||||
Balance, beginning of period at Dec. 31, 2019 | 3,455 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Net loss | (1,990) | ||||||
Foreign currency translation adjustments related to redeemable noncontrolling interests | (228) | ||||||
Accretion of redeemable noncontrolling interests | 2,086 | ||||||
Balance, end of period at Mar. 31, 2020 | 3,323 | ||||||
Balance, beginning of period (Accounting Standards Update 2020-06) at Dec. 31, 2020 | $ (41,456) | $ 6,682 | $ (34,774) | ||||
Balance, beginning of period at Dec. 31, 2020 | $ 1,327,592 | 464,524 | (51,620) | 1,740,496 | |||
Balance, beginning of period (in shares) at Dec. 31, 2020 | 150,341 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net loss | (2,878) | (2,878) | |||||
Foreign currency translation adjustments | 4,613 | 4,613 | |||||
Accretion of redeemable noncontrolling interests | (241) | (241) | |||||
Activity in company stock plans, net and other | $ (1,600) | (1,600) | |||||
Activity in company stock plans, net and other (in shares) | 374 | ||||||
Share-based compensation | $ 1,844 | 1,844 | |||||
Balance, end of period at Mar. 31, 2021 | $ 1,286,380 | $ 468,087 | $ (47,007) | 1,707,460 | |||
Balance, end of period (in shares) at Mar. 31, 2021 | 150,715 | ||||||
Balance, beginning of period at Dec. 31, 2020 | 3,855 | ||||||
Increase (Decrease) in Redeemable Noncontrolling Interests [Roll Forward] | |||||||
Net loss | (172) | ||||||
Foreign currency translation adjustments related to redeemable noncontrolling interests | 36 | ||||||
Accretion of redeemable noncontrolling interests | 241 | ||||||
Balance, end of period at Mar. 31, 2021 | $ 3,960 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net loss | $ (3,050) | $ (13,928) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 34,566 | 31,598 |
Goodwill impairment | 6,689 | |
Amortization of debt discounts | 1,633 | |
Amortization of debt issuance costs | 810 | 833 |
Share-based compensation | 1,904 | 2,259 |
Deferred income taxes | (892) | (6,517) |
Unrealized gain on derivative contracts, net | (601) | |
Unrealized foreign currency (gain) loss | (951) | 9,237 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (463) | (25,375) |
Income tax receivable | (6,256) | 17,033 |
Other current assets | 9,361 | (5,475) |
Accounts payable and accrued liabilities | (4,881) | 15,563 |
Other, net | 2,791 | 16,105 |
Net cash provided by (used in) operating activities | 39,869 | (17,222) |
Cash flows from investing activities: | ||
Capital expenditures | (1,329) | (12,389) |
Net cash used in investing activities | (1,329) | (12,389) |
Cash flows from financing activities: | ||
Repayment of Term Loan | (875) | (875) |
Debt issuance costs | (43) | (212) |
Payments related to tax withholding for share-based compensation | (1,878) | (5,150) |
Proceeds from issuance of ESPP shares | 217 | 331 |
Net cash used in financing activities | (59,885) | (18,391) |
Effect of exchange rate changes on cash and cash equivalents and restricted cash | 406 | (2,834) |
Net decrease in cash and cash equivalents and restricted cash | (20,939) | (50,836) |
Cash and cash equivalents and restricted cash: | ||
Balance, beginning of year | 291,320 | 262,561 |
Balance, end of period | 270,381 | 211,725 |
Nordea Q5000 Loan Maturing January 2021 | ||
Cash flows from financing activities: | ||
Repayment of Loan Debt | (53,572) | (8,929) |
MARAD Debt Maturing February 2027 | ||
Cash flows from financing activities: | ||
Repayment of Loan Debt | $ (3,734) | $ (3,556) |
Basis Of Presentation And New A
Basis Of Presentation And New Accounting Standards | 3 Months Ended |
Mar. 31, 2021 | |
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 have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP in U.S. dollars and are consistent in all material respects with those applied in our 2020 Annual Report on Form 10-K (our “2020 Form 10-K”) with the exception of the impact of early adopting Accounting Standards Update (“ASU”) No. 2020-06 on a modified retrospective basis beginning January 1, 2021 (see below). The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income and statements of cash flows, as applicable. The operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Our balance sheet as of December 31, 2020 included herein has been derived from the audited balance sheet as of December 31, 2020 included in our 2020 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our 2020 Form 10-K. Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format. New accounting standards In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, this ASU removes from GAAP the requirement to separate certain convertible instruments, such as our Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2023 and Convertible Senior Notes Due 2026 (Note 5), into liability and equity components. Consequently, those convertible instruments will be accounted for in their entirety as liabilities measured at their amortized cost. We elected to early adopt ASU No. 2020-06 on a modified retrospective basis beginning January 1, 2021. The adoption of this ASU increased our long-term debt and decreased our common stock by $44.1 million and $41.5 million, respectively, as we reclassified the conversion features associated with our various outstanding convertible senior notes from equity to long-term debt. The adoption of this ASU also increased our retained earnings and decreased deferred tax liabilities by $6.7 million and $9.3 million, respectively. Subsequent to its adoption, the ASU is also expected to reduce our interest expense as there will no longer be debt discounts to amortize associated with our outstanding convertible senior notes. Additionally, the ASU no longer permits the treasury stock method for convertible instruments and instead requires the application of the if-converted method to calculate the impact of our convertible senior notes on diluted earnings per share (“EPS”). We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. |
Company Overview
Company Overview | 3 Months Ended |
Mar. 31, 2021 | |
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 and robotics operations. Traditionally, our services have covered the lifecycle of an offshore oil or gas field. In recent years, we have seen an increasing demand for our services from the offshore renewable energy market. We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions. Our North Sea operations are subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months. Our services are segregated into three reportable business segments: Well Intervention, Robotics and Production Facilities (Note 10). Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing well enhancement or decommissioning operations. Our well intervention vessels include the Q4000 Q5000 Q7000 Seawell Well Enhancer Siem H 1 Siem Helix 2 Our Robotics segment provides offshore construction, cable trenching, seabed clearance, inspection, repair and maintenance services to both the oil and gas and the renewable energy markets globally. Our Robotics services also complement well intervention services. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and a ROVDrill, and two robotics support vessels under long-term charter, the Grand Canyon II Grand Canyon III Our Production Facilities segment includes the Helix Producer I HP I |
Details Of Certain Accounts
Details Of Certain Accounts | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Details Of Certain Accounts | Note 3 — Details of Certain Accounts Other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Contract assets (Note 7) $ 360 $ 2,446 Prepaids 15,289 15,904 Deferred costs (Note 7) 18,717 23,522 Income tax receivable 13,847 20,787 Other receivable (Note 11) 30,052 29,782 Other 7,977 9,651 Total other current assets $ 86,242 $ 102,092 Other assets, net consist of the following (in thousands): March 31, December 31, 2021 2020 Deferred recertification and dry dock costs, net $ 19,073 $ 21,464 Deferred costs (Note 7) 916 861 Charter deposit (1) 12,544 12,544 Intangible assets with finite lives, net 3,756 3,809 Other 1,221 1,335 Total other assets, net $ 37,510 $ 40,013 (1) This amount is deposited with the owner of the Siem Helix 2 to offset certain payment obligations associated with the vessel at the end of the charter term. Accrued liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll and related benefits $ 20,327 $ 24,768 Accrued interest 3,010 7,098 Deferred revenue (Note 7) 9,614 8,140 Asset retirement obligations (Note 11) 30,961 30,913 Other 12,574 16,116 Total accrued liabilities $ 76,486 $ 87,035 Other non-current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Deferred revenue (Note 7) $ 1,333 $ 1,869 Other 1,772 2,009 Total other non-current liabilities $ 3,105 $ 3,878 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Note 4 — Leases We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. We also sublease some of our facilities under non-cancelable sublease agreements. The following table details the components of our lease cost (in thousands): Three Months Ended March 31, 2021 2020 Operating lease cost $ 16,216 $ 16,323 Variable lease cost 3,484 3,212 Short-term lease cost 1,732 7,174 Sublease income (349) (279) Net lease cost $ 21,083 $ 26,430 Maturities of our operating lease liabilities as of March 31, 2021 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 52,620 $ 5,825 $ 58,445 One to two years 52,105 5,249 57,354 Two to three years 24,203 4,637 28,840 Three to four years — 4,205 4,205 Four to five years — 1,591 1,591 Over five years — 3,884 3,884 Total lease payments $ 128,928 $ 25,391 $ 154,319 Less: imputed interest (11,088) (4,334) (15,422) Total operating lease liabilities $ 117,840 $ 21,057 $ 138,897 Current operating lease liabilities $ 45,598 $ 4,723 $ 50,321 Non-current operating lease liabilities 72,242 16,334 88,576 Total operating lease liabilities $ 117,840 $ 21,057 $ 138,897 Maturities of our operating lease liabilities as of December 31, 2020 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 54,621 $ 6,028 $ 60,649 One to two years 52,106 5,435 57,541 Two to three years 34,580 4,649 39,229 Three to four years 2,470 4,374 6,844 Four to five years — 2,340 2,340 Over five years — 4,054 4,054 Total lease payments $ 143,777 $ 26,880 $ 170,657 Less: imputed interest (13,352) (4,697) (18,049) Total operating lease liabilities $ 130,425 $ 22,183 $ 152,608 Current operating lease liabilities $ 46,748 $ 4,851 $ 51,599 Non-current operating lease liabilities 83,677 17,332 101,009 Total operating lease liabilities $ 130,425 $ 22,183 $ 152,608 The following table presents the weighted average remaining lease term and discount rate: March 31, December 31, 2021 2020 Weighted average remaining lease term 3.0 years 3.1 years Weighted average discount rate 7.53 % 7.53 % The following table presents other information related to our operating leases (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for operating lease liabilities $ 16,502 $ 16,472 ROU assets obtained in exchange for new operating lease obligations 113 — |
Long-Term Debt
Long-Term Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Note 5 — Long-Term Debt Scheduled maturities of our long-term debt outstanding as of March 31, 2021 are as follows (in thousands): Term 2022 2023 2026 MARAD Loan Notes Notes Notes Debt Total Less than one year $ 28,875 $ — $ — $ — $ 7,746 $ 36,621 One to two years — 35,000 — — 8,133 43,133 Two to three years — — 30,000 — 8,539 38,539 Three to four years — — — — 8,965 8,965 Four to five years — — — 200,000 9,412 209,412 Over five years — — — — 9,881 9,881 Gross debt 28,875 35,000 30,000 200,000 52,676 346,551 Unamortized debt issuance costs (1) (143) (206) (445) (6,792) (2,927) (10,513) Total debt 28,732 34,794 29,555 193,208 49,749 336,038 Less current maturities (28,732) — — — (7,746) (36,478) Long-term debt $ — $ 34,794 $ 29,555 $ 193,208 $ 42,003 $ 299,560 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. See Note 1 for accounting changes as a result of the adoption of ASU No. 2020-06. Below is a summary of certain components of our indebtedness: Credit Agreement We have a credit agreement (and the amendments made thereafter, collectively the “Credit Agreement”) with a group of lenders led by Bank of America, N.A. (“Bank of America”). The Credit Agreement is comprised of a Term Loan with a remaining balance of $28.9 million as of March 31, 2021 and a Revolving Credit Facility with a maximum availability of $175 million. The Credit Agreement expires and the Term Loan matures on December 31, 2021 . The Revolving Credit Facility permits us to obtain letters of credit up to a sublimit of $25 million. Pursuant to the Credit Agreement, subject to existing lender participation and/or the participation of new lenders, and subject to standard conditions precedent, we may request aggregate commitments of up to $100 million with respect to an increase in the Revolving Credit Facility. As of March 31, 2021, we had no borrowings under the Revolving Credit Facility, and our available borrowing capacity under that facility, based on the leverage ratios, totaled $172.2 million, net of $2.8 million of letters of credit issued under that facility. Borrowings under the Credit Agreement bear interest, at our election, at either Bank of America’s base rate, the LIBOR or a comparable successor rate, or a combination thereof. The Term Loan bearing interest at the base rate will bear interest at a per annum rate equal to Bank of America’s base rate plus a margin of 2.25%. The Term Loan bearing interest at a LIBOR rate will bear interest per annum at the LIBOR or a comparable successor rate selected by us plus a margin of 3.25%. The interest rate on the Term Loan was 3.36% as of March 31, 2021. Borrowings under the Revolving Credit Facility bearing interest at the base rate will bear interest at a per annum rate equal to Bank of America’s base rate plus a margin ranging from 1.50% to 2.50%. Borrowings under the Revolving Credit Facility bearing interest at a LIBOR rate will bear interest per annum at the LIBOR or a comparable successor rate selected by us plus a margin ranging from 2.50% to 3.50%. A letter of credit fee is payable by us equal to the applicable margin for LIBOR rate loans multiplied by the daily amount available to be drawn under the applicable letter of credit. Margins on borrowings under the Revolving Credit Facility will vary in relation to the Consolidated Total Leverage Ratio (as defined below) as provided for in the Credit Agreement. We also pay a fixed commitment fee of 0.50% per annum on the unused portion of the Revolving Credit Facility. The Term Loan principal is required to be repaid in quarterly installments of 2.5% of its aggregate principal amount, with a balloon payment at maturity. Installments are subject to adjustment for any prepayments. We may prepay indebtedness outstanding under the Term Loan without premium or penalty, but may not reborrow any amounts prepaid. We may prepay indebtedness outstanding under the Revolving Credit Facility without premium or penalty, and may reborrow any amounts prepaid up to the amount available under the Revolving Credit Facility. Our obligations under the Credit Agreement, and those of our subsidiary guarantors under their guarantee, are secured by (i) most of the assets of the parent company, (ii) the shares of our domestic subsidiaries (other than Cal Dive I – Title XI, Inc.) and of Helix Robotics Solutions Limited and (iii) most of the assets of our domestic subsidiaries (other than Cal Dive I – Title XI, Inc.) and of Helix Robotics Solutions Limited. In addition, these obligations are secured by pledges of up to 66% of the shares of certain foreign subsidiaries (restricted subsidiaries). The Credit Agreement and the other documents entered into in connection with the Credit Agreement include terms and conditions, including covenants, that we consider customary for this type of transaction. The covenants include certain restrictions on our and certain of our subsidiaries’ ability to grant liens, incur indebtedness, make investments, merge or consolidate, sell or transfer assets, pay dividends and make capital expenditures. In addition, the Credit Agreement obligates us to meet minimum ratio requirements of EBITDA to interest charges (Consolidated Interest Coverage Ratio), funded debt to EBITDA (Consolidated Total Leverage Ratio) and secured funded debt to EBITDA (Consolidated Secured Leverage Ratio). We may designate one or more of our new foreign subsidiaries as subsidiaries not generally subject to the covenants in the Credit Agreement (the “Unrestricted Subsidiaries”). The Unrestricted Subsidiaries are not pledged as collateral under the Credit Agreement, and the debt and EBITDA of the Unrestricted Subsidiaries, with the exception of Helix Q5000 Holdings, S.à r.l., a wholly owned Luxembourg subsidiary of Helix Vessel Finance S.à r.l., are not included in the calculations of our financial covenants except to the extent of any cash actually distributed by such subsidiary to Helix. Convertible Senior Notes Due 2022 (“2022 Notes”) The 2022 Notes bear interest at a coupon interest rate of 4.25% per annum payable semi-annually in arrears on November 1 and May 1 of each year until maturity. The 2022 Notes mature on May 1, 2022 unless earlier converted, redeemed or repurchased by us. The 2022 Notes are convertible by their holders at any time beginning February 1, 2022 at an initial conversion rate of 71.9748 shares of our common stock per $1,000 principal amount, which currently represents 2,519,118 potentially convertible shares at an initial conversion price of approximately $13.89 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof. Prior to February 1, 2022, holders of the 2022 Notes may convert their notes if the closing price of our common stock exceeds 130% of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2022 Notes was equal to or less than 97% of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2022 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 30.5887 shares of our common stock per $1,000 principal amount. Prior to November 1, 2019, the 2022 Notes were not redeemable. On or after November 1, 2019, we may redeem all or any portion of the 2022 Notes if the price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100% of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2022 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2022 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2022 Notes). The indenture governing the 2022 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a subsidiary, the principal amount of the 2022 Notes together with any accrued interest will become immediately due and payable. The 2022 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs. Those unamortized debt discount and debt issuance costs were accreted to interest expense through the maturity date of the 2022 Notes. As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2022 Notes totaled $1.5 million. As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2022 Notes (Note 1). As of March 31, 2021, unamortized debt issuance costs related to the 2022 Notes were $0.2 million. The effective interest rate for the 2022 Notes prior to the adoption of ASU No. 2020-06 was 7.3%. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 4.8%. For the three-month period ended March 31, 2021, total interest expense related to the 2022 Notes was $0.4 million primarily from coupon interest expense . For the three-month period ended March 31, 2020, total interest expense related to the 2022 Notes was $2.3 million, with coupon interest expense of $1.4 million and the amortization of debt discount and issuance costs of $0.9 million. Convertible Senior Notes Due 2023 (“2023 Notes”) The 2023 Notes bear interest at a coupon interest rate of 4.125% per annum payable semi-annually in arrears on March 15 and September 15 of each year until maturity. The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased by us. The 2023 Notes are convertible by their holders at any time beginning March 15, 2023 at an initial conversion rate of 105.6133 shares of our common stock per $1,000 principal amount, which currently represents 3,168,399 potentially convertible shares at an initial conversion price of approximately $9.47 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof. Prior to March 15, 2023, holders of the 2023 Notes may convert their notes if the closing price of our common stock exceeds 130% of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2023 Notes was equal to or less than 97% of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2023 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 47.5260 shares of our common stock per $1,000 principal amount. Prior to March 15, 2021, the 2023 Notes were not redeemable. On or after March 15, 2021, we may redeem all or any portion of the 2023 Notes if the price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2023 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2023 Notes). The indenture governing the 2023 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2023 Notes together with any accrued interest will become immediately due and payable. The 2023 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs. Those unamortized debt discount and debt issuance costs were accreted to interest expense through the maturity date of the 2023 Notes. As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2023 Notes totaled $3.1 million. As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2023 Notes (Note 1). As of March 31, 2021, unamortized debt issuance costs related to the 2023 Notes were $0.4 million. The effective interest rate for the 2023 Notes prior to the adoption of ASU No. 2020-06 was 7.8%. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 4.8%. For the three-month period ended March 31, 2021, total interest expense related to the 2023 Notes was $0.4 million, with coupon interest expense of $0.3 million and the amortization of issuance costs of $0.1 million. For the three-month period ended March 31, 2020, total interest expense related to the 2023 Notes was $2.3 million, with coupon interest expense of $1.3 million and the amortization of debt discount and issuance costs of $1.0 million. Convertible Senior Notes Due 2026 (“2026 Notes”) The 2026 Notes bear interest at a coupon interest rate of 6.75% per annum payable semi-annually in arrears on February 15 and August 15 of each year, beginning February 15, 2021 until maturity. The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us. The 2026 Notes are convertible by their holders at any time beginning November 17, 2025 at an initial conversion rate of 143.3795 shares of our common stock per $1,000 principal amount, which currently represents 28,675,900 potentially convertible shares at an initial conversion price of approximately $6.97 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof. Prior to November 17, 2025, holders of the 2026 Notes may convert their notes if the closing price of our common stock exceeds 130% of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2026 Notes was equal to or less than 97% of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2026 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 64.5207 shares of our common stock per $1,000 principal amount. Prior to August 15, 2023, the 2026 Notes are not redeemable. On or after August 15, 2023, we may redeem all or any portion of the 2026 Notes if the price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100% of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2026 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2026 Notes). The indenture governing the 2026 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2026 Notes together with any accrued interest will become immediately due and payable. The 2026 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs. Those unamortized debt discount and debt issuance costs were accreted to interest expense through the maturity date of the 2026 Notes. As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2026 Notes totaled $47.3 million. As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2026 Notes (Note 1). As of March 31, 2021, unamortized debt issuance costs related to the 2026 Notes were $6.8 million. The effective interest rate for the 2026 Notes prior to the adoption of ASU No. 2020-06 was 12.4%. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 7.6%. For the three-month period ended March 31, 2021, total interest expense related to the 2026 Notes was $3.7 million, with coupon interest expense of $3.4 million and the amortization of debt issuance costs of $0.3 million. In connection with the 2026 Notes offering, we entered into capped call transactions (the “2026 Capped Calls”) with three separate option counterparties. The 2026 Capped Calls are separate transactions from the 2026 Notes and do not change the holders' rights under the 2026 Notes. Holders of the 2026 Notes do not have any rights with respect to the 2026 Capped Calls. The 2026 Capped Calls are for an aggregate of 28,675,900 shares of our common stock, which corresponds to the shares into which the 2026 Notes are initially convertible. The capped call shares are subject to certain anti-dilution adjustments. Each capped call option has an initial strike price of approximately $6.97 per share, which corresponds to the initial conversion price of the 2026 Notes, and an initial cap price of approximately $8.42 per share. The strike and cap prices are subject to certain adjustments. The 2026 Capped Calls are intended to offset some or all of the potential dilution to Helix common shares caused by any conversion of the 2026 Notes up to the cap price. The 2026 Capped Calls can be settled in either net shares or cash at our option in components commencing December 15, 2025 and ending February 12, 2026, which could be extended under certain circumstances. The 2026 Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting Helix, including a merger, tender offer, nationalization, insolvency or delisting. In addition, certain events may result in a termination of the 2026 Capped Calls, including changes in law, insolvency filings and hedging disruptions. The 2026 Capped Calls are recorded at their aggregate cost of $10.6 million as a reduction to common stock in the shareholders’ equity section of our consolidated balance sheet. MARAD Debt This U.S. government-guaranteed financing (the “MARAD Debt”), pursuant to Title XI of the Merchant Marine Act of 1936 administered by the Maritime Administration, was used to finance the construction of the Q4000 Q4000 Other We previously had a credit agreement (the “Nordea Credit Agreement”) with a syndicated bank lending group for a term loan (the “Nordea Q5000 Loan”) to finance the construction of the Q5000 Q5000 In accordance with the Credit Agreement, the 2022 Notes, the 2023 Notes, the 2026 Notes and the MARAD Debt agreements, we are required to comply with certain covenants, including with respect to the Credit Agreement, certain financial ratios such as a consolidated interest coverage ratio, a consolidated total leverage ratio and a consolidated secured leverage ratio, as well as the maintenance of minimum cash balance, net worth, working capital and debt-to-equity requirements. As of March 31, 2021, we were in compliance with these covenants. The following table details the components of our net interest expense (in thousands): Three Months Ended March 31, 2021 2020 Interest expense $ 6,112 $ 7,394 Capitalized interest — (1,182) Interest income (59) (466) Net interest expense $ 6,053 $ 5,746 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6 — Income Taxes We believe that our recorded deferred tax assets and liabilities are reasonable. However, tax laws and regulations are subject to interpretation, and the outcomes of tax disputes are inherently uncertain; therefore, our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions. For the three-month period ended March 31, 2021, our estimated annual effective tax rate, adjusted for discrete tax items, is applied to our pre-tax loss as we have determined that the use of the annual effective tax rate method is appropriate. We used the discrete effective tax rate method for recording income taxes for the three-month period ended March 31, 2020. The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. For the three-month period ended March 31, 2020, we believed using the discrete method was more appropriate than the annual effective tax rate method because of the high degree of uncertainty in estimating annual pretax earnings created at the time by uncertainty in future market conditions caused by the ongoing COVID-19 pandemic as well as uncertainty in the oil and gas market. The U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was signed into law on March 27, 2020, is an economic stimulus package designed to aid in offsetting the economic damage caused by the ongoing COVID-19 pandemic and includes various changes to U.S. income tax regulations. The CARES Act permits the carryback of certain net operating losses, which previously had been required to be carried forward, at the tax rates applicable in the relevant carryback year. As a result of these changes, in the three-month period ended March 31, 2020 we recognized an estimated $5.8 million net tax benefit, consisting of a $15.9 million current tax benefit and a $10.1 million deferred tax expense. This $5.8 million net tax benefit resulted from our deferred tax assets related to our net operating losses in the U.S. being utilized at the previous higher income tax rate applicable to the carryback periods. During the three-month period ended March 31, 2020, we migrated two of our foreign subsidiaries into our U.S. consolidated tax group. Subsequent to the migration, these subsidiaries are disregarded and no longer subject to certain branch profits taxes. Consequently, we recognized net deferred tax benefits of $8.3 million due to the reduction in the overall tax rate associated with these subsidiaries. Income taxes are provided at the U.S. statutory rate and at the local statutory rate for each foreign jurisdiction and adjusted for items that are permanent differences for Federal and foreign income tax reporting purposes, but not for book purposes. The effective tax rates for the three-month periods ended March 31, 2021 and 2020 were (4.0)% and 60.2%, respectively. The variance was primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as our carrying back certain net operating losses to prior periods with higher income tax rates. The effective tax rate for the three-month period ended March 31, 2021 was significantly lower than the U.S. statutory rate primarily due to non-creditable foreign taxes and offset in part by a significant portion of our current period earnings being generated in certain jurisdictions with a lower tax rate. The combination of these offsetting factors resulted in an overall tax provision and a negative tax rate for the quarter. The effective tax rate for the three-month period ended March 31, 2020 was significantly higher than the U.S. statutory rate primarily due to our recognition of discrete benefits during the period related to the restructuring of certain foreign subsidiaries and our carrying back certain net operating losses to prior periods with higher income tax rates under tax law changes associated with the CARES Act whereas we had only nominal pre-tax losses. The primary differences between the income tax provision (benefit) at the U.S. statutory rate and our actual income tax provision (benefit) are as follows (dollars in thousands): Three Months Ended March 31, 2021 2020 Taxes at U.S. statutory rate $ (616) 21.0 % $ (7,355) 21.0 % Foreign tax provision (938) 32.0 1,051 (3.0) CARES Act — — (5,814) 16.6 Subsidiary restructuring — — (8,333) 23.8 Other 1,670 (57.0) (642) 1.8 Income tax provision (benefit) (1) $ 116 (4.0) % $ (21,093) 60.2 % (1) The negative effective tax rate for the three-month period ended March 31, 2021 is due to the tax benefits associated with our nominal pretax loss being smaller than our non-creditable foreign taxes. |
Revenue From Contracts With Cus
Revenue From Contracts With Customers | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue From Contracts With Customers | Note 7 — Revenue from Contracts with Customers Disaggregation of Revenue Our revenues are primarily derived from short-term and long-term service contracts with customers. Our service contracts generally contain either provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) or lump sum payment provisions (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities. Contracts are classified as long-term if all or part of the contract is to be performed over a period extending beyond 12 months from the effective date of the contract. Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration. The following table provides information about disaggregated revenue by contract duration (in thousands): Well Production Intercompany Total Intervention Robotics Facilities Eliminations (1) Revenue Three months ended March 31, 2021 Short-term $ 49,217 $ 9,407 $ — $ — $ 58,624 Long-term 84,551 12,749 16,447 (8,956) 104,791 Total $ 133,768 $ 22,156 $ 16,447 $ (8,956) $ 163,415 Three months ended March 31, 2020 Short-term $ 82,324 $ 22,441 $ — $ — $ 104,765 Long-term 58,328 12,817 15,541 (10,430) 76,256 Total $ 140,652 $ 35,258 $ 15,541 $ (10,430) $ 181,021 (1) Intercompany revenues among our business segments are under agreements that are considered long-term. Contract Balances Accounts receivable are recognized when our right to consideration becomes unconditional. Accounts receivable that have been billed to customers are recorded as trade accounts receivable while accounts receivable that have not been billed to customers are recorded as unbilled accounts receivable. Contract assets are rights to consideration in exchange for services that we have provided to a customer when those rights are conditioned on our future performance. Contract assets generally consist of (i) demobilization fees recognized ratably over the contract term but invoiced upon completion of the demobilization activities and (ii) revenue recognized in excess of the amount billed to the customer for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract assets are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3). Contract assets were $0.4 million at March 31, 2021 and $2.4 million at December 31, 2020. We had no credit losses on our contract assets for the three-month periods ended March 31, 2021 and 2020. Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer. Contract liabilities may consist of (i) advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 3). Contract liabilities totaled $10.9 million at March 31, 2021 and $10.0 million at December 31, 2020. Revenue recognized for the three-month periods ended March 31, 2021 and 2020 included $2.5 million and $3.4 million, respectively, that were included in the contract liability balance at the beginning of each period. We report the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period. Performance Obligations As of March 31, 2021, $358.4 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $238.7 million in 2021 , $84.4 million in 2022 and $35.3 million in 2023 and thereafter. These amounts include fixed consideration and estimated variable consideration for both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of our contracts, and the expected timing for revenue recognition is based on the estimated start date and duration of each contract according to the information known at March 31, 2021. For the three-month periods ended March 31, 2021 and 2020, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial. Contract Fulfillment Costs Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 3). Our deferred contract costs totaled $19.6 million at March 31, 2021 and $24.4 million at December 31, 2020. For the three-month periods ended March 31, 2021 and 2020, we recorded $10.4 million and $9.2 million, respectively, related to amortization of these deferred contract costs. There were no associated impairment losses for any period presented. For additional information regarding revenue recognition, see Notes 2 and 12 to our 2020 Form 10-K. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 8 — Earnings Per Share We have shares of restricted stock issued and outstanding that are currently unvested. Because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock, we are required to compute basic and diluted EPS under the two-class method in periods in which we have earnings. Under the two-class method, net income or loss attributable to common shareholders for each period is allocated based on the participation rights of both common shareholders and the holders of any participating securities as if earnings for the respective periods had been distributed. For periods in which we have a net loss we do not use the two-class method as holders of our restricted shares are not obligated to share in such losses. Basic EPS is computed by dividing net income or loss available to common shareholders by the weighted average shares of our common stock outstanding. The calculation of diluted EPS is similar to that for basic EPS, except that the denominator includes dilutive common stock equivalents and the numerator excludes the effects of dilutive common stock equivalents, if any. The computations of the numerator (income) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands): Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Income Shares Income Shares Basic and Diluted: Net loss attributable to common shareholders $ (2,878) $ (11,938) Less: Accretion of redeemable noncontrolling interests (241) (2,086) Net loss available to common shareholders $ (3,119) 149,935 $ (14,024) 148,863 We had net losses for the three-month periods ended March 31, 2021 and 2020. Accordingly, our diluted EPS calculation for these periods excluded any assumed exercise or conversion of common stock equivalents. These common stock equivalents were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands): Three Months Ended March 31, 2021 2020 Diluted shares (as reported) 149,935 148,863 Share-based awards 1,093 722 Total 151,028 149,585 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 March 31, 2021 2020 2022 Notes 2,519 8,997 2023 Notes 3,168 13,202 2026 Notes 28,676 — |
Employee Benefit Plans
Employee Benefit Plans | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Employee Benefit Plans | Note 9 — Employee Benefit Plans Long-Term Incentive Plan As of March 31, 2021, there were 6.0 million shares of our common stock available for issuance under our 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). During the three-month period ended March 31, 2021, the following grants of share-based awards were made under the 2005 Incentive Plan: Grant Date Fair Value Date of Grant Shares/Units Per Share/Unit Vesting Period January 1, 2021 (1) 452,381 $ 4.20 33% per year over three years January 4, 2021 (2) 452,381 $ 5.33 100% on January 4, 2024 January 4, 2021 (3) 14,249 $ 4.20 100% on January 1, 2023 (1) Reflects grants of restricted stock units (“RSUs”) to our executive officers. (2) Reflects grants of performance share units (“PSUs”) to our executive officers. These PSUs consist of two components: (i) 50% based on the performance of our common stock and (ii) 50% based on cumulative total Free Cash Flow (“FCF”). The grant date fair value represents the average grant date fair value of the two components. (3) Reflects grants of restricted stock to certain independent members of our Board of Directors (our “Board”) who have elected to take their quarterly fees in stock in lieu of cash. Compensation cost for restricted stock is the product of the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. Forfeitures are recognized as they occur. No restricted stock awards were granted in 2021. All outstanding unvested restricted stock awards were granted in 2020 and 2019. For the three-month periods ended March 31, 2021 and 2020, $0.8 million and $1.1 million, respectively, were recognized as share-based compensation related to restricted stock. Our existing PSUs that were granted prior to 2021 are to be settled solely in shares of our common stock and are accounted for as equity awards. Those PSUs contain a service condition and a market condition. PSUs granted in 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee of our Board and are initially accounted for as equity awards. The PSUs granted in 2021 consist of two components: (i) 50% based on the performance of our common stock against peer group companies, which contains a service condition and a market condition, and (ii) 50% based on cumulative total FCF, which contains a service condition and a performance condition. FCF is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. 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. Compensation cost for PSUs that have a service condition and a market condition and are accounted for as equity awards is measured based on the grant date estimated fair value and recognized over the vesting period on a straight-line basis. The grant date estimated fair value is determined using a Monte Carlo simulation model. Compensation cost for PSUs that have a service condition and a performance condition and are accounted for as equity awards is initially measured based on the grant date fair value. Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition. For the three-month periods ended March 31, 2021 and 2020, $1.0 million and $1.1 million, respectively, were recognized as share-based compensation related to equity PSUs. In January 2021, based on the performance of our common stock price as compared to our performance peer group over a three-year period, 368,038 equity PSUs granted in 2018 vested at 200%, representing 736,075 shares of our common stock with a total market value of $3.1 million. RSUs granted in 2021 have been accounted for as liability awards. Liability RSUs are measured at their estimated fair value at each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed. Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting. For the three-month period ended March 31, 2021, $0.2 million was recognized as compensation cost. In 2021 and 2020, we granted fixed-value cash awards of $3.4 million and $4.7 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years . For the three-month periods ended March 31, 2021 and 2020, $1.0 million and $1.2 million, respectively, were recognized as compensation cost. Defined Contribution Plan We sponsor a defined contribution 401(k) retirement plan. We suspended our discretionary contributions for an indefinite period beginning January 2021. Employee Stock Purchase Plan We have an employee stock purchase plan (the “ESPP”). As of March 31, 2021, 1.7 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period. For more information regarding our employee benefit plans, including the 2005 Incentive Plan and the ESPP, see Note 14 to our 2020 Form 10-K. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Business Segment Information | Note 10 — Business Segment Information We have three reportable business segments: Well Intervention, Robotics and Production Facilities. Our U.S., U.K. and Brazil well intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes. Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing well enhancement or decommissioning operations primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa. Our well intervention vessels include the Q4000 Q5000 Q7000 Seawell Well Enhancer Siem Helix 1 Siem Helix 2 Grand Canyon II Grand Canyon III HP I 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 March 31, 2021 2020 Net revenues — Well Intervention $ 133,768 $ 140,652 Robotics 22,156 35,258 Production Facilities 16,447 15,541 Intercompany eliminations (8,956) (10,430) Total $ 163,415 $ 181,021 Income (loss) from operations — Well Intervention $ 5,243 $ (5,692) Robotics (2,934) (2,824) Production Facilities 6,514 3,643 Segment operating income (loss) 8,823 (4,873) Goodwill impairment (1) — (6,689) Corporate, eliminations and other (9,378) (9,465) Total $ (555) $ (21,027) (1) As a result of the decline in oil prices as well as energy and energy services valuations during the first quarter 2020 due to the COVID-19 pandemic and the price war among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”), we impaired all of our goodwill, which consisted entirely of goodwill attributable to the acquisition of a controlling interest in Subsea Technologies Group Limited (“STL”). Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands): Three Months Ended March 31, 2021 2020 Well Intervention $ 2,587 $ 3,304 Robotics 6,369 7,126 Total $ 8,956 $ 10,430 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): March 31, December 31, 2021 2020 Well Intervention $ 2,081,641 $ 2,134,081 Robotics 108,372 132,550 Production Facilities 134,989 129,773 Corporate and other 96,747 101,874 Total $ 2,421,749 $ 2,498,278 |
Asset Retirement Obligations
Asset Retirement Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Asset Retirement Obligations | Note 11 — Asset Retirement Obligations Asset retirement obligations (“AROs”) are recorded at fair value and consist of estimated costs for subsea infrastructure plug and abandonment (“P&A”) activities associated with our oil and gas properties. The estimated costs are discounted to present value using a credit-adjusted risk-free discount rate. After its initial recognition, an ARO liability is increased for the passage of time as accretion expense, which is a component of our depreciation and amortization expense. An ARO liability may also change based on revisions in estimated costs and/or timing to settle the obligations. Our AROs relate to our Droshky oil and gas properties that we acquired from Marathon Oil Corporation (“Marathon Oil”) in January 2019. In connection with assuming the P&A obligations related to those assets, we are entitled to receive agreed-upon amounts from Marathon Oil as the P&A work is completed. The following table describes the changes in our AROs (both current and long-term) (in thousands): 2021 2020 AROs at January 1, $ 30,913 $ 28,258 Accretion expense 48 676 AROs at March 31, $ 30,961 $ 28,934 |
Commitments And Contingencies A
Commitments And Contingencies And Other Matters | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments And Contingencies And Other Matters | Note 12 — Commitments and Contingencies and Other Matters Commitments We have long-term charter agreements with Siem Offshore AS (“Siem”) for the Siem Helix 1 Siem Helix 2 Siem Helix 1 Siem Helix 2 Grand Canyon II Grand Canyon III Grand Canyon II Grand Canyon III Contingencies and Claims We believe that there are currently no contingencies that would have a material adverse effect on our financial position, results of operations or cash flows. Litigation We are involved in various legal proceedings, some involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act. In addition, from time to time we receive other claims, such as contract and employment-related disputes, in the normal course of business. |
Statement Of Cash Flow Informat
Statement Of Cash Flow Information | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Statement Of Cash Flow Information | Note 13 — Statement of Cash Flow Information We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of three months or less. We classify cash as restricted when there are legal or contractual restrictions for its withdrawal. The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2021 2020 Interest paid, net of interest capitalized $ 9,397 $ 4,785 Income taxes paid 1,790 2,584 Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions totaled $0.6 million at March 31, 2021 and $1.6 million at December 31, 2020. |
Allowance For Credit Losses
Allowance For Credit Losses | 3 Months Ended |
Mar. 31, 2021 | |
Credit Loss [Abstract] | |
Allowance For Credit Losses | Note 14 — Allowance for Credit Losses We estimate current expected credit losses on our accounts receivable at each reporting date. We estimate current expected credit losses based on our credit loss history, adjusted for current factors including global economic and business conditions, offshore energy industry and market conditions, customer mix, contract payment terms and past due accounts receivable. The following table sets forth the activity in our allowance for credit losses (in thousands): 2021 2020 Balance at January 1, $ 3,469 $ — Additions (1) 7 586 Write-offs (2) (1,811) — Adjustments (3) — 785 Balance at March 31, $ 1,665 $ 1,371 (1) The additions in allowance for credit losses reflect credit loss reserves during the respective periods. (2) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible. (3) The adjustment in allowance for credit losses reflects provision for current expected credit losses upon the adoption of ASU No. 2016-13 on January 1, 2020. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 15 — Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting rules establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● Level 1. Observable inputs such as quoted prices in active markets; ● Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and ● Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. Assets and liabilities measured at fair value are based on one or more of three valuation approaches as follows: (a) Market Approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. (b) Cost Approach. Amount that would be required to replace the service capacity of an asset (replacement cost). (c) Income Approach. Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models). Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments. The principal amount and estimated fair value of our long-term debt are as follows (in thousands): March 31, 2021 December 31, 2020 Principal Fair Principal Fair Amount (1) Value (2) (3) Amount (1) Value (2) (3) Term Loan (matures December 2021) $ 28,875 $ 28,622 $ 29,750 $ 28,969 Nordea Q5000 Loan (matured January 2021) (4) — — 53,572 53,598 MARAD Debt (matures February 2027) 52,676 58,502 56,410 62,318 2022 Notes (mature May 2022) 35,000 34,917 35,000 33,513 2023 Notes (mature September 2023) 30,000 28,942 30,000 28,650 2026 Notes (mature February 2026) 200,000 232,674 200,000 211,383 Total debt $ 346,551 $ 383,657 $ 404,732 $ 418,431 (1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 5 for additional disclosures on our long-term debt. (2) The estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 Notes was determined using Level 1 fair value inputs under the market approach. The fair value of the Term Loan, the Nordea Q5000 Loan and the MARAD Debt was estimated using Level 2 fair value inputs under the market approach, which was determined using a third-party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms. (3) The principal amount and estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 Notes are for the entire instrument inclusive of the conversion feature, which had been accounted for in shareholders’ equity through December 31, 2020. (4) The Nordea Q5000 Loan was fully repaid upon maturity in January 2021 (Note 5) . |
Basis Of Presentation And New_2
Basis Of Presentation And New Accounting Standards (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
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 have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP in U.S. dollars and are consistent in all material respects with those applied in our 2020 Annual Report on Form 10-K (our “2020 Form 10-K”) with the exception of the impact of early adopting Accounting Standards Update (“ASU”) No. 2020-06 on a modified retrospective basis beginning January 1, 2021 (see below). The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income and statements of cash flows, as applicable. The operating results for the three-month period ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Our balance sheet as of December 31, 2020 included herein has been derived from the audited balance sheet as of December 31, 2020 included in our 2020 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our 2020 Form 10-K. |
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 | New accounting standards In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, this ASU removes from GAAP the requirement to separate certain convertible instruments, such as our Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2023 and Convertible Senior Notes Due 2026 (Note 5), into liability and equity components. Consequently, those convertible instruments will be accounted for in their entirety as liabilities measured at their amortized cost. We elected to early adopt ASU No. 2020-06 on a modified retrospective basis beginning January 1, 2021. The adoption of this ASU increased our long-term debt and decreased our common stock by $44.1 million and $41.5 million, respectively, as we reclassified the conversion features associated with our various outstanding convertible senior notes from equity to long-term debt. The adoption of this ASU also increased our retained earnings and decreased deferred tax liabilities by $6.7 million and $9.3 million, respectively. Subsequent to its adoption, the ASU is also expected to reduce our interest expense as there will no longer be debt discounts to amortize associated with our outstanding convertible senior notes. Additionally, the ASU no longer permits the treasury stock method for convertible instruments and instead requires the application of the if-converted method to calculate the impact of our convertible senior notes on diluted earnings per share (“EPS”). We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. |
Details Of Certain Accounts (Ta
Details Of Certain Accounts (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of other current assets | Other current assets consist of the following (in thousands): March 31, December 31, 2021 2020 Contract assets (Note 7) $ 360 $ 2,446 Prepaids 15,289 15,904 Deferred costs (Note 7) 18,717 23,522 Income tax receivable 13,847 20,787 Other receivable (Note 11) 30,052 29,782 Other 7,977 9,651 Total other current assets $ 86,242 $ 102,092 |
Schedule of other assets, net | Other assets, net consist of the following (in thousands): March 31, December 31, 2021 2020 Deferred recertification and dry dock costs, net $ 19,073 $ 21,464 Deferred costs (Note 7) 916 861 Charter deposit (1) 12,544 12,544 Intangible assets with finite lives, net 3,756 3,809 Other 1,221 1,335 Total other assets, net $ 37,510 $ 40,013 (1) This amount is deposited with the owner of the Siem Helix 2 to offset certain payment obligations associated with the vessel at the end of the charter term. |
Schedule of accrued liabilities | Accrued liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Accrued payroll and related benefits $ 20,327 $ 24,768 Accrued interest 3,010 7,098 Deferred revenue (Note 7) 9,614 8,140 Asset retirement obligations (Note 11) 30,961 30,913 Other 12,574 16,116 Total accrued liabilities $ 76,486 $ 87,035 |
Schedule of other non-current liabilities | Other non-current liabilities consist of the following (in thousands): March 31, December 31, 2021 2020 Deferred revenue (Note 7) $ 1,333 $ 1,869 Other 1,772 2,009 Total other non-current liabilities $ 3,105 $ 3,878 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of components of lease cost | The following table details the components of our lease cost (in thousands): Three Months Ended March 31, 2021 2020 Operating lease cost $ 16,216 $ 16,323 Variable lease cost 3,484 3,212 Short-term lease cost 1,732 7,174 Sublease income (349) (279) Net lease cost $ 21,083 $ 26,430 |
Schedule of maturities of operating lease liabilities | Maturities of our operating lease liabilities as of March 31, 2021 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 52,620 $ 5,825 $ 58,445 One to two years 52,105 5,249 57,354 Two to three years 24,203 4,637 28,840 Three to four years — 4,205 4,205 Four to five years — 1,591 1,591 Over five years — 3,884 3,884 Total lease payments $ 128,928 $ 25,391 $ 154,319 Less: imputed interest (11,088) (4,334) (15,422) Total operating lease liabilities $ 117,840 $ 21,057 $ 138,897 Current operating lease liabilities $ 45,598 $ 4,723 $ 50,321 Non-current operating lease liabilities 72,242 16,334 88,576 Total operating lease liabilities $ 117,840 $ 21,057 $ 138,897 Maturities of our operating lease liabilities as of December 31, 2020 are as follows (in thousands): Facilities and Vessels Equipment Total Less than one year $ 54,621 $ 6,028 $ 60,649 One to two years 52,106 5,435 57,541 Two to three years 34,580 4,649 39,229 Three to four years 2,470 4,374 6,844 Four to five years — 2,340 2,340 Over five years — 4,054 4,054 Total lease payments $ 143,777 $ 26,880 $ 170,657 Less: imputed interest (13,352) (4,697) (18,049) Total operating lease liabilities $ 130,425 $ 22,183 $ 152,608 Current operating lease liabilities $ 46,748 $ 4,851 $ 51,599 Non-current operating lease liabilities 83,677 17,332 101,009 Total operating lease liabilities $ 130,425 $ 22,183 $ 152,608 |
Schedule of weighted average remaining lease term and discount rate | The following table presents the weighted average remaining lease term and discount rate: March 31, December 31, 2021 2020 Weighted average remaining lease term 3.0 years 3.1 years Weighted average discount rate 7.53 % 7.53 % |
Schedule of other information related to operating leases | The following table presents other information related to our operating leases (in thousands): Three Months Ended March 31, 2021 2020 Cash paid for operating lease liabilities $ 16,502 $ 16,472 ROU assets obtained in exchange for new operating lease obligations 113 — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of maturities of long-term debt outstanding | Scheduled maturities of our long-term debt outstanding as of March 31, 2021 are as follows (in thousands): Term 2022 2023 2026 MARAD Loan Notes Notes Notes Debt Total Less than one year $ 28,875 $ — $ — $ — $ 7,746 $ 36,621 One to two years — 35,000 — — 8,133 43,133 Two to three years — — 30,000 — 8,539 38,539 Three to four years — — — — 8,965 8,965 Four to five years — — — 200,000 9,412 209,412 Over five years — — — — 9,881 9,881 Gross debt 28,875 35,000 30,000 200,000 52,676 346,551 Unamortized debt issuance costs (1) (143) (206) (445) (6,792) (2,927) (10,513) Total debt 28,732 34,794 29,555 193,208 49,749 336,038 Less current maturities (28,732) — — — (7,746) (36,478) Long-term debt $ — $ 34,794 $ 29,555 $ 193,208 $ 42,003 $ 299,560 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. See Note 1 for accounting changes as a result of the adoption of ASU No. 2020-06. |
Schedule of components of net interest expense | The following table details the components of our net interest expense (in thousands): Three Months Ended March 31, 2021 2020 Interest expense $ 6,112 $ 7,394 Capitalized interest — (1,182) Interest income (59) (466) Net interest expense $ 6,053 $ 5,746 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of differences between income tax provision (benefit) at U.S. statutory rate and actual income tax provision (benefit) | The primary differences between the income tax provision (benefit) at the U.S. statutory rate and our actual income tax provision (benefit) are as follows (dollars in thousands): Three Months Ended March 31, 2021 2020 Taxes at U.S. statutory rate $ (616) 21.0 % $ (7,355) 21.0 % Foreign tax provision (938) 32.0 1,051 (3.0) CARES Act — — (5,814) 16.6 Subsidiary restructuring — — (8,333) 23.8 Other 1,670 (57.0) (642) 1.8 Income tax provision (benefit) (1) $ 116 (4.0) % $ (21,093) 60.2 % (1) The negative effective tax rate for the three-month period ended March 31, 2021 is due to the tax benefits associated with our nominal pretax loss being smaller than our non-creditable foreign taxes. |
Revenue From Contracts With C_2
Revenue From Contracts With Customers (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 Production Intercompany Total Intervention Robotics Facilities Eliminations (1) Revenue Three months ended March 31, 2021 Short-term $ 49,217 $ 9,407 $ — $ — $ 58,624 Long-term 84,551 12,749 16,447 (8,956) 104,791 Total $ 133,768 $ 22,156 $ 16,447 $ (8,956) $ 163,415 Three months ended March 31, 2020 Short-term $ 82,324 $ 22,441 $ — $ — $ 104,765 Long-term 58,328 12,817 15,541 (10,430) 76,256 Total $ 140,652 $ 35,258 $ 15,541 $ (10,430) $ 181,021 (1) Intercompany revenues among our business segments are under agreements that are considered long-term. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of computations of basic and diluted EPS | The computations of the numerator (income) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands): Three Months Ended Three Months Ended March 31, 2021 March 31, 2020 Income Shares Income Shares Basic and Diluted: Net loss attributable to common shareholders $ (2,878) $ (11,938) Less: Accretion of redeemable noncontrolling interests (241) (2,086) Net loss available to common shareholders $ (3,119) 149,935 $ (14,024) 148,863 |
Schedule of shares excluded from diluted EPS calculation | We had net losses for the three-month periods ended March 31, 2021 and 2020. Accordingly, our diluted EPS calculation for these periods excluded any assumed exercise or conversion of common stock equivalents. These common stock equivalents were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands): Three Months Ended March 31, 2021 2020 Diluted shares (as reported) 149,935 148,863 Share-based awards 1,093 722 Total 151,028 149,585 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 March 31, 2021 2020 2022 Notes 2,519 8,997 2023 Notes 3,168 13,202 2026 Notes 28,676 — |
Employee Benefit Plans (Tables)
Employee Benefit Plans (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of grants of share-based awards | During the three-month period ended March 31, 2021, the following grants of share-based awards were made under the 2005 Incentive Plan: Grant Date Fair Value Date of Grant Shares/Units Per Share/Unit Vesting Period January 1, 2021 (1) 452,381 $ 4.20 33% per year over three years January 4, 2021 (2) 452,381 $ 5.33 100% on January 4, 2024 January 4, 2021 (3) 14,249 $ 4.20 100% on January 1, 2023 (1) Reflects grants of restricted stock units (“RSUs”) to our executive officers. (2) Reflects grants of performance share units (“PSUs”) to our executive officers. These PSUs consist of two components: (i) 50% based on the performance of our common stock and (ii) 50% based on cumulative total Free Cash Flow (“FCF”). The grant date fair value represents the average grant date fair value of the two components. (3) Reflects grants of restricted stock to certain independent members of our Board of Directors (our “Board”) who have elected to take their quarterly fees in stock in lieu of cash. |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Net revenues — Well Intervention $ 133,768 $ 140,652 Robotics 22,156 35,258 Production Facilities 16,447 15,541 Intercompany eliminations (8,956) (10,430) Total $ 163,415 $ 181,021 Income (loss) from operations — Well Intervention $ 5,243 $ (5,692) Robotics (2,934) (2,824) Production Facilities 6,514 3,643 Segment operating income (loss) 8,823 (4,873) Goodwill impairment (1) — (6,689) Corporate, eliminations and other (9,378) (9,465) Total $ (555) $ (21,027) (1) As a result of the decline in oil prices as well as energy and energy services valuations during the first quarter 2020 due to the COVID-19 pandemic and the price war among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”), we impaired all of our goodwill, which consisted entirely of goodwill attributable to the acquisition of a controlling interest in Subsea Technologies Group Limited (“STL”). |
Schedule of intercompany segment revenues | Intercompany segment revenues are as follows (in thousands): Three Months Ended March 31, 2021 2020 Well Intervention $ 2,587 $ 3,304 Robotics 6,369 7,126 Total $ 8,956 $ 10,430 |
Schedule of total assets by reportable segment | The following table reflects total assets by reportable segment (in thousands): March 31, December 31, 2021 2020 Well Intervention $ 2,081,641 $ 2,134,081 Robotics 108,372 132,550 Production Facilities 134,989 129,773 Corporate and other 96,747 101,874 Total $ 2,421,749 $ 2,498,278 |
Asset Retirement Obligations (T
Asset Retirement Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Asset Retirement Obligation Disclosure [Abstract] | |
Schedule of asset retirement obligations | The following table describes the changes in our AROs (both current and long-term) (in thousands): 2021 2020 AROs at January 1, $ 30,913 $ 28,258 Accretion expense 48 676 AROs at March 31, $ 30,961 $ 28,934 |
Statement Of Cash Flow Inform_2
Statement Of Cash Flow Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Supplemental Cash Flow Information [Abstract] | |
Schedule of supplemental cash flow information | The following table provides supplemental cash flow information (in thousands): Three Months Ended March 31, 2021 2020 Interest paid, net of interest capitalized $ 9,397 $ 4,785 Income taxes paid 1,790 2,584 |
Allowance For Credit Losses (Ta
Allowance For Credit Losses (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Credit Loss [Abstract] | |
Schedule of activities in allowance for credit losses | The following table sets forth the activity in our allowance for credit losses (in thousands): 2021 2020 Balance at January 1, $ 3,469 $ — Additions (1) 7 586 Write-offs (2) (1,811) — Adjustments (3) — 785 Balance at March 31, $ 1,665 $ 1,371 (1) The additions in allowance for credit losses reflect credit loss reserves during the respective periods. (2) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible. (3) The adjustment in allowance for credit losses reflects provision for current expected credit losses upon the adoption of ASU No. 2016-13 on January 1, 2020. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
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): March 31, 2021 December 31, 2020 Principal Fair Principal Fair Amount (1) Value (2) (3) Amount (1) Value (2) (3) Term Loan (matures December 2021) $ 28,875 $ 28,622 $ 29,750 $ 28,969 Nordea Q5000 Loan (matured January 2021) (4) — — 53,572 53,598 MARAD Debt (matures February 2027) 52,676 58,502 56,410 62,318 2022 Notes (mature May 2022) 35,000 34,917 35,000 33,513 2023 Notes (mature September 2023) 30,000 28,942 30,000 28,650 2026 Notes (mature February 2026) 200,000 232,674 200,000 211,383 Total debt $ 346,551 $ 383,657 $ 404,732 $ 418,431 (1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 5 for additional disclosures on our long-term debt. (2) The estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 Notes was determined using Level 1 fair value inputs under the market approach. The fair value of the Term Loan, the Nordea Q5000 Loan and the MARAD Debt was estimated using Level 2 fair value inputs under the market approach, which was determined using a third-party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms. (3) The principal amount and estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 Notes are for the entire instrument inclusive of the conversion feature, which had been accounted for in shareholders’ equity through December 31, 2020. (4) The Nordea Q5000 Loan was fully repaid upon maturity in January 2021 (Note 5) . |
Basis Of Presentation And New_3
Basis Of Presentation And New Accounting Standards - New Accounting Standards (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Long-term debt | $ 299,560 | $ 258,912 |
Common stock | 1,286,380 | 1,327,592 |
Retained earnings | 468,087 | 464,524 |
Deferred tax liabilities | $ 100,655 | 110,821 |
Cumulative-effect adjustments upon adoption of ASU | Accounting Standards Update 2020-06 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Long-term debt | 44,100 | |
Common stock | (41,500) | |
Retained earnings | 6,700 | |
Deferred tax liabilities | $ (9,300) |
Company Overview (Details)
Company Overview (Details) | 3 Months Ended |
Mar. 31, 2021segmentitem | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | segment | 3 |
Well Intervention | |
Segment Reporting Information [Line Items] | |
Number of long-term chartered vessels | 2 |
Robotics | |
Segment Reporting Information [Line Items] | |
Number of long-term chartered vessels | 2 |
Details Of Certain Accounts - O
Details Of Certain Accounts - Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Contract assets | $ 360 | $ 2,446 |
Prepaids | 15,289 | 15,904 |
Deferred costs | 18,717 | 23,522 |
Income tax receivable | 13,847 | 20,787 |
Other receivable | 30,052 | 29,782 |
Other | 7,977 | 9,651 |
Total other current assets | $ 86,242 | $ 102,092 |
Details Of Certain Accounts -_2
Details Of Certain Accounts - Other Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred recertification and dry dock costs, net | $ 19,073 | $ 21,464 |
Deferred costs | 916 | 861 |
Charter deposit | 12,544 | 12,544 |
Intangible assets with finite lives, net | 3,756 | 3,809 |
Other | 1,221 | 1,335 |
Total other assets, net | $ 37,510 | $ 40,013 |
Details Of Certain Accounts - A
Details Of Certain Accounts - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued payroll and related benefits | $ 20,327 | $ 24,768 |
Accrued interest | 3,010 | 7,098 |
Deferred revenue | 9,614 | 8,140 |
Asset retirement obligations | 30,961 | 30,913 |
Other | 12,574 | 16,116 |
Total accrued liabilities | $ 76,486 | $ 87,035 |
Details Of Certain Accounts -_3
Details Of Certain Accounts - Other Non-Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deferred revenue | $ 1,333 | $ 1,869 |
Other | 1,772 | 2,009 |
Total other non-current liabilities | $ 3,105 | $ 3,878 |
Leases - Components Of Lease Co
Leases - Components Of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Lease, Cost [Abstract] | ||
Operating lease cost | $ 16,216 | $ 16,323 |
Variable lease cost | 3,484 | 3,212 |
Short-term lease cost | 1,732 | 7,174 |
Sublease income | (349) | (279) |
Net lease cost | $ 21,083 | $ 26,430 |
Leases - Maturities Of Operatin
Leases - Maturities Of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Less than one year | $ 58,445 | $ 60,649 |
One to two years | 57,354 | 57,541 |
Two to three years | 28,840 | 39,229 |
Three to four years | 4,205 | 6,844 |
Four to five years | 1,591 | 2,340 |
Over five years | 3,884 | 4,054 |
Total lease payments | 154,319 | 170,657 |
Less: imputed interest | (15,422) | (18,049) |
Total operating lease liabilities | 138,897 | 152,608 |
Current operating lease liabilities | 50,321 | 51,599 |
Non-current operating lease liabilities | 88,576 | 101,009 |
Vessels | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Less than one year | 52,620 | 54,621 |
One to two years | 52,105 | 52,106 |
Two to three years | 24,203 | 34,580 |
Three to four years | 2,470 | |
Over five years | 0 | |
Total lease payments | 128,928 | 143,777 |
Less: imputed interest | (11,088) | (13,352) |
Total operating lease liabilities | 117,840 | 130,425 |
Current operating lease liabilities | 45,598 | 46,748 |
Non-current operating lease liabilities | 72,242 | 83,677 |
Facilities and Equipment | ||
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | ||
Less than one year | 5,825 | 6,028 |
One to two years | 5,249 | 5,435 |
Two to three years | 4,637 | 4,649 |
Three to four years | 4,205 | 4,374 |
Four to five years | 1,591 | 2,340 |
Over five years | 3,884 | 4,054 |
Total lease payments | 25,391 | 26,880 |
Less: imputed interest | (4,334) | (4,697) |
Total operating lease liabilities | 21,057 | 22,183 |
Current operating lease liabilities | 4,723 | 4,851 |
Non-current operating lease liabilities | $ 16,334 | $ 17,332 |
Leases - Weighted Average Remai
Leases - Weighted Average Remaining Lease Term And Discount Rate (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted average remaining lease term (in years) | 3 years | 3 years 1 month 6 days |
Weighted average discount rate (as a percent) | 7.53% | 7.53% |
Leases - Other Information Rela
Leases - Other Information Related To Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Cash paid for operating lease liabilities | $ 16,502 | $ 16,472 |
ROU assets obtained in exchange for new operating lease obligations | $ 113 |
Long-Term Debt - Maturities Of
Long-Term Debt - Maturities Of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Less than one year | $ 36,621 | |
One to two years | 43,133 | |
Two to three years | 38,539 | |
Three to four years | 8,965 | |
Four to five years | 209,412 | |
Over five years | 9,881 | |
Gross debt | 346,551 | $ 404,732 |
Unamortized debt issuance costs | (10,513) | |
Total debt | 336,038 | |
Less: current maturities | (36,478) | (90,651) |
Long-term debt | 299,560 | 258,912 |
Term Loan Maturing December 2021 | ||
Debt Instrument [Line Items] | ||
Less than one year | 28,875 | |
Gross debt | 28,875 | 29,750 |
Unamortized debt issuance costs | (143) | |
Total debt | 28,732 | |
Less: current maturities | (28,732) | |
Convertible Senior Notes Maturing May 2022 | ||
Debt Instrument [Line Items] | ||
One to two years | 35,000 | |
Gross debt | 35,000 | 35,000 |
Unamortized debt issuance costs | (206) | |
Total debt | 34,794 | |
Long-term debt | 34,794 | |
Convertible Senior Notes Maturing September 2023 | ||
Debt Instrument [Line Items] | ||
Two to three years | 30,000 | |
Gross debt | 30,000 | 30,000 |
Unamortized debt issuance costs | (445) | |
Total debt | 29,555 | |
Long-term debt | 29,555 | |
Convertible Senior Notes Maturing February 2026 | ||
Debt Instrument [Line Items] | ||
Four to five years | 200,000 | |
Gross debt | 200,000 | 200,000 |
Unamortized debt issuance costs | (6,792) | |
Total debt | 193,208 | |
Long-term debt | 193,208 | |
MARAD Debt Maturing February 2027 | ||
Debt Instrument [Line Items] | ||
Less than one year | 7,746 | |
One to two years | 8,133 | |
Two to three years | 8,539 | |
Three to four years | 8,965 | |
Four to five years | 9,412 | |
Over five years | 9,881 | |
Gross debt | 52,676 | $ 56,410 |
Unamortized debt issuance costs | (2,927) | |
Total debt | 49,749 | |
Less: current maturities | (7,746) | |
Long-term debt | $ 42,003 |
Long-Term Debt - Credit Agreeme
Long-Term Debt - Credit Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal amount | $ 346,551 | $ 404,732 |
Term Loan Maturing December 2021 | ||
Debt Instrument [Line Items] | ||
Principal amount | $ 28,875 | $ 29,750 |
Maturity date | Dec. 31, 2021 | |
Interest rate (as a percent) | 3.36% | |
Frequency of periodic payment | quarterly | |
Periodic principal payment (as a percent) | 2.50% | |
Term Loan Maturing December 2021 | Base Rate | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.25% | |
Term Loan Maturing December 2021 | LIBOR | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 3.25% | |
Revolving Credit Facility Maturing December 2021 | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 175,000 | |
Additional commitments (up to) | 100,000 | |
Borrowings under Revolving Credit Facility | 0 | |
Available borrowing capacity | 172,200 | |
Letters of credit issued | $ 2,800 | |
Commitment fee percentage | 0.50% | |
Revolving Credit Facility Maturing December 2021 | Base Rate | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 1.50% | |
Revolving Credit Facility Maturing December 2021 | Base Rate | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.50% | |
Revolving Credit Facility Maturing December 2021 | LIBOR | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 2.50% | |
Revolving Credit Facility Maturing December 2021 | LIBOR | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate (as a percent) | 3.50% | |
Letter of Credit | ||
Debt Instrument [Line Items] | ||
Borrowing capacity | $ 25,000 | |
Credit Agreement | Collateral Pledged | ||
Debt Instrument [Line Items] | ||
Maximum percent of shares of foreign subsidiaries | 66.00% |
Long-Term Debt - Convertible Se
Long-Term Debt - Convertible Senior Notes Due 2022 (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Interest expense | $ 6,112,000 | $ 7,394,000 | |
Amortization of debt issuance costs | $ 810,000 | 833,000 | |
Convertible Senior Notes Maturing May 2022 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 4.25% | ||
Frequency of periodic payment | semi-annually | ||
Maturity date | May 1, 2022 | ||
Initial conversion ratio | 0.0719748 | ||
Aggregate number of shares | shares | 2,519,118 | ||
Initial conversion price per share (USD per share) | $ / shares | $ 13.89 | ||
Increase in the conversion rate | 0.0305887 | ||
Redemption price as a percentage of principal amount | 100.00% | ||
Unamortized debt discount and debt issuance costs | $ 1,500,000 | ||
Unamortized debt issuance costs | $ 200,000 | ||
Effective interest rate (as a percent) | 4.80% | 7.30% | |
Interest expense | $ 400,000 | 2,300,000 | |
Coupon interest expense | $ 400,000 | 1,400,000 | |
Amortization of debt issuance costs | $ 900,000 | ||
Convertible Senior Notes Maturing May 2022 | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage of closing price of common stock to conversion price | 130.00% | ||
Number of trading days | 5 | ||
Number of consecutive trading days | 10 | ||
Convertible Senior Notes Maturing May 2022 | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage of closing price of common stock to conversion price | 97.00% | ||
Number of trading days | 20 | ||
Number of consecutive trading days | 30 |
Long-Term Debt - Convertible _2
Long-Term Debt - Convertible Senior Notes Due 2023 (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Interest expense | $ 6,112,000 | $ 7,394,000 | |
Amortization of debt discount and issuance costs | $ 810,000 | 833,000 | |
Convertible Senior Notes Maturing September 2023 | |||
Debt Instrument [Line Items] | |||
Interest rate (as a percent) | 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 | ||
Increase in the conversion rate | 0.0475260 | ||
Redemption price as a percentage of principal amount | 100.00% | ||
Unamortized debt discount and debt issuance costs | $ 3,100,000 | ||
Unamortized debt issuance costs | $ 400,000 | ||
Effective interest rate (as a percent) | 4.80% | 7.80% | |
Interest expense | $ 400,000 | 2,300,000 | |
Coupon interest expense | 300,000 | 1,300,000 | |
Amortization of debt discount and issuance costs | $ 100,000 | $ 1,000,000 | |
Convertible Senior Notes Maturing September 2023 | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage of closing price of common stock to conversion price | 130.00% | ||
Number of trading days | 5 | ||
Number of consecutive trading days | 10 | ||
Convertible Senior Notes Maturing September 2023 | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage of closing price of common stock to conversion price | 97.00% | ||
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 | ||
Mar. 31, 2021USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Debt Instrument [Line Items] | |||
Principal amount | $ 346,551,000 | $ 404,732,000 | |
Interest expense | 6,112,000 | $ 7,394,000 | |
Amortization of debt issuance costs | 810,000 | $ 833,000 | |
Convertible Senior Notes Maturing February 2026 | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 200,000,000 | 200,000,000 | |
Interest rate (as a percent) | 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 | ||
Increase in the conversion rate | 0.0645207 | ||
Redemption price as a percentage of principal amount | 100.00% | ||
Unamortized debt discount and debt issuance costs | $ 47,300,000 | ||
Unamortized debt issuance costs | $ 6,800,000 | ||
Effective interest rate (as a percent) | 7.60% | 12.40% | |
Interest expense | $ 3,700,000 | ||
Coupon interest expense | 3,400,000 | ||
Amortization of debt issuance costs | $ 300,000 | ||
Convertible Senior Notes Maturing February 2026 | 2026 Capped Calls | |||
Debt Instrument [Line Items] | |||
Aggregate number of common shares subject to capped calls | shares | 28,675,900 | ||
Initial strike price | $ / shares | $ 6.97 | ||
Initial cap price | $ / shares | $ 8.42 | ||
Aggregate cost of capped call transactions | $ 10,600,000 | ||
Convertible Senior Notes Maturing February 2026 | Minimum | |||
Debt Instrument [Line Items] | |||
Percentage of closing price of common stock to conversion price | 130.00% | ||
Number of trading days | 5 | ||
Number of consecutive trading days | 10 | ||
Convertible Senior Notes Maturing February 2026 | Maximum | |||
Debt Instrument [Line Items] | |||
Percentage of closing price of common stock to conversion price | 97.00% | ||
Number of trading days | 20 | ||
Number of consecutive trading days | 30 |
Long-Term Debt - MARAD Debt (De
Long-Term Debt - MARAD Debt (Details) - MARAD Debt Maturing February 2027 | 3 Months Ended |
Mar. 31, 2021 | |
Debt Instrument [Line Items] | |
Guarantor obligations (as a percent) | 50.00% |
Frequency of periodic payment | semi-annual |
Maturity date | February 2027 |
Interest rate (as a percent) | 4.93% |
Long-Term Debt - Nordea Credit
Long-Term Debt - Nordea Credit Agreement (Details) $ in Millions | Jan. 31, 2021USD ($) |
Nordea Q5000 Loan Maturing January 2021 | |
Debt Instrument [Line Items] | |
Balloon payment | $ 53.6 |
Long-Term Debt - Components Of
Long-Term Debt - Components Of Net Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 6,112 | $ 7,394 |
Capitalized interest | (1,182) | |
Interest income | (59) | (466) |
Net interest expense | $ 6,053 | $ 5,746 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2021USD ($)subsidiary | Mar. 31, 2020USD ($) | |
Income Tax Disclosure [Abstract] | ||
Net tax benefit from CARES Act | $ 5.8 | |
Current tax benefit from CARES Act | 15.9 | |
Deferred tax expense from CARES Act | $ 10.1 | |
Number of foreign subsidiaries | subsidiary | 2 | |
Net deferred tax benefits from foreign subsidiary restructuring | $ 8.3 | |
Effective tax rate | (4.00%) | 60.20% |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||
Taxes at U.S. statutory rate | $ (616) | $ (7,355) |
Foreign tax provision | (938) | 1,051 |
CARES Act | (5,814) | |
Subsidiary restructuring | (8,333) | |
Other | 1,670 | (642) |
Income tax provision (benefit) | $ 116 | $ (21,093) |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Taxes at U.S. statutory rate | 21.00% | 21.00% |
Foreign tax provision | 32.00% | (3.00%) |
CARES Act | 16.60% | |
Subsidiary restructuring | 23.80% | |
Other | (57.00%) | 1.80% |
Income tax provision (benefit) | (4.00%) | 60.20% |
Revenue From Contracts With C_3
Revenue From Contracts With Customers - Disaggregation Of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 163,415 | $ 181,021 |
Intercompany Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | (8,956) | (10,430) |
Well Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 133,768 | 140,652 |
Well Intervention | Intercompany Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | (2,587) | (3,304) |
Robotics | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 22,156 | 35,258 |
Robotics | Intercompany Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | (6,369) | (7,126) |
Production Facilities | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 16,447 | 15,541 |
Short-term | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 58,624 | 104,765 |
Short-term | Intercompany Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Short-term | Well Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 49,217 | 82,324 |
Short-term | Robotics | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 9,407 | 22,441 |
Short-term | Production Facilities | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 0 | 0 |
Long-term | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 104,791 | 76,256 |
Long-term | Intercompany Eliminations | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | (8,956) | (10,430) |
Long-term | Well Intervention | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 84,551 | 58,328 |
Long-term | Robotics | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 12,749 | 12,817 |
Long-term | Production Facilities | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 16,447 | $ 15,541 |
Revenue From Contracts With C_4
Revenue From Contracts With Customers - Contract Balances (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |||
Contract assets | $ 0.4 | $ 2.4 | |
Credit losses on our contract assets | 0 | $ 0 | |
Contract liabilities | 10.9 | 10 | |
Revenue recognized | 2.5 | 3.4 | |
Deferred contract costs | 19.6 | $ 24.4 | |
Amortization of deferred contract costs | $ 10.4 | $ 9.2 |
Revenue From Contracts With C_5
Revenue From Contracts With Customers - Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2021USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 358.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 238.7 |
Expected timing of satisfaction | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 84.4 |
Expected timing of satisfaction | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Unsatisfied performance obligations | $ 35.3 |
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Basic and Diluted: | ||
Net loss attributable to common shareholders | $ (2,878) | $ (11,938) |
Less: Accretion of redeemable noncontrolling interests | (241) | (2,086) |
Net loss available to common shareholders | $ (3,119) | $ (14,024) |
Weighted average number of shares outstanding, basic and diluted (in shares) | 149,935 | 148,863 |
Earnings Per Share - Shares Inc
Earnings Per Share - Shares Included in Diluted Calculations Assuming Earnings (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Diluted shares (as reported) | 149,935 | 148,863 |
Share-based awards | 1,093 | 722 |
Total | 151,028 | 149,585 |
Earnings Per Share - Potentiall
Earnings Per Share - Potentially Dilutive Shares Excluded From Diluted EPS Calculation (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Convertible Senior Notes Maturing May 2022 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 2,519 | 8,997 |
Convertible Senior Notes Maturing September 2023 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 3,168 | 13,202 |
Convertible Senior Notes Maturing February 2026 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities (in shares) | 28,676 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) $ in Millions | Jan. 04, 2021item | Jan. 31, 2021USD ($)shares | Mar. 31, 2021USD ($)shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) |
2005 Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | shares | 6,000,000 | ||||
Restricted Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | $ 0.8 | $ 1.1 | |||
Performance Share Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of components of equity awards granted | item | 2 | ||||
Percentage based on service and market conditions | 50.00% | ||||
Percentage based on service and performance conditions | 50.00% | ||||
Compensation cost | 1 | 1.1 | |||
Performance Period | 3 years | ||||
Share-based payment awards vested (in shares) | shares | 368,038 | ||||
Award vesting percentage | 200.00% | ||||
Performance Share Units | Common Stock | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based payment awards vested (in shares) | shares | 736,075 | ||||
Fair value of awards vested | $ 3.1 | ||||
Performance Share Units | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 200.00% | ||||
Performance Share Units | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting percentage | 0.00% | ||||
Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Compensation cost | 0.2 | ||||
Fixed Value Cash Awards | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Long-term incentive cash awards granted | $ 3.4 | $ 4.7 | |||
Vesting period | 3 years | ||||
Compensation expense | $ 1 | $ 1.2 | |||
ESPP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Shares available for issuance (in shares) | shares | 1,700,000 | ||||
Purchase limit per employee (in shares) | shares | 260 |
Employee Benefit Plans - Share-
Employee Benefit Plans - Share-Based Awards Granted (Details) - $ / shares | Jan. 04, 2021 | Jan. 01, 2021 | Jan. 31, 2021 |
Restricted Stock Units | Management and Employee | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Date of Grant | Jan. 1, 2021 | ||
Shares/Units | 452,381 | ||
Grant Date Fair Value Per Share/Unit | $ 4.20 | ||
Vesting Percentage | 33.00% | ||
Vesting Period | 3 years | ||
Performance Share Units | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Vesting Percentage | 200.00% | ||
Percentage based on service and market conditions | 50.00% | ||
Percentage based on service and performance conditions | 50.00% | ||
Performance Share Units | Management and Employee | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Date of Grant | Jan. 4, 2021 | ||
Shares/Units | 452,381 | ||
Grant Date Fair Value Per Share/Unit | $ 5.33 | ||
Vesting Percentage | 100.00% | ||
Vesting Date | Jan. 4, 2024 | ||
Restricted Stock | Board of Directors | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | |||
Date of Grant | Jan. 4, 2021 | ||
Shares/Units | 14,249 | ||
Grant Date Fair Value Per Share/Unit | $ 4.20 | ||
Vesting Percentage | 100.00% | ||
Vesting Date | Jan. 1, 2023 |
Business Segment Information -
Business Segment Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segmentitem | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | segment | 3 |
Robotics | |
Segment Reporting Information [Line Items] | |
Number of long-term chartered vessels | item | 2 |
Business Segment Information _2
Business Segment Information - Financial Data By Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 163,415 | $ 181,021 |
Goodwill impairment | (6,689) | |
Income from operations | (555) | (21,027) |
Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Income from operations | 8,823 | (4,873) |
Intercompany Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (8,956) | (10,430) |
Corporate, Eliminations and Other | ||
Segment Reporting Information [Line Items] | ||
Income from operations | (9,378) | (9,465) |
Well Intervention | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 133,768 | 140,652 |
Well Intervention | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 133,768 | 140,652 |
Income from operations | 5,243 | (5,692) |
Well Intervention | Intercompany Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (2,587) | (3,304) |
Robotics | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 22,156 | 35,258 |
Robotics | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 22,156 | 35,258 |
Income from operations | (2,934) | (2,824) |
Robotics | Intercompany Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (6,369) | (7,126) |
Production Facilities | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 16,447 | 15,541 |
Production Facilities | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 16,447 | 15,541 |
Income from operations | $ 6,514 | $ 3,643 |
Business Segment Information _3
Business Segment Information - Intercompany Segment Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ (163,415) | $ (181,021) |
Well Intervention | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (133,768) | (140,652) |
Robotics | ||
Segment Reporting Information [Line Items] | ||
Net revenues | (22,156) | (35,258) |
Intercompany Eliminations | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 8,956 | 10,430 |
Intercompany Eliminations | Well Intervention | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 2,587 | 3,304 |
Intercompany Eliminations | Robotics | ||
Segment Reporting Information [Line Items] | ||
Net revenues | $ 6,369 | $ 7,126 |
Business Segment Information _4
Business Segment Information - Total Assets By Reportable Segment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting Information [Line Items] | ||
Total assets | $ 2,421,749 | $ 2,498,278 |
Corporate, Eliminations and Other | ||
Segment Reporting Information [Line Items] | ||
Total assets | 96,747 | 101,874 |
Well Intervention | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 2,081,641 | 2,134,081 |
Robotics | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | 108,372 | 132,550 |
Production Facilities | Reportable Segments | ||
Segment Reporting Information [Line Items] | ||
Total assets | $ 134,989 | $ 129,773 |
Asset Retirement Obligations -
Asset Retirement Obligations - Asset Retirement Obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward] | ||
AROs at beginning of year | $ 30,913 | $ 28,258 |
Accretion expense | 48 | 676 |
AROs at end of period | $ 30,961 | $ 28,934 |
Commitments And Contingencies_2
Commitments And Contingencies And Other Matters - Narrative (Details) | 3 Months Ended |
Mar. 31, 2021 | |
Siem Helix 1 and Siem Helix 2 | |
Commitments And Contingencies [Line Items] | |
Term of charter agreement | 7 years |
Statement Of Cash Flow Inform_3
Statement Of Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Interest paid, net of interest capitalized | $ 9,397 | $ 4,785 |
Income taxes paid | $ 1,790 | $ 2,584 |
Statement Of Cash Flow Inform_4
Statement Of Cash Flow Information - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Supplemental Cash Flow Information [Abstract] | ||
Non-cash capital additions | $ 0.6 | $ 1.6 |
Allowance For Credit Losses - A
Allowance For Credit Losses - Activities In Allowance For Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | $ 3,469 | |
Additions | 7 | $ 586 |
Write-offs | (1,811) | |
Balance at end of period | $ 1,665 | 1,371 |
Cumulative-effect adjustments upon adoption of ASU | Accounting Standards Update 2016-13 | ||
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance at beginning of year | $ 785 |
Fair Value Measurements - Princ
Fair Value Measurements - Principal Amount And Estimated Fair Value Of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | $ 346,551 | $ 404,732 |
Fair value | 383,657 | 418,431 |
Term Loan Maturing December 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | 28,875 | 29,750 |
Fair value | 28,622 | 28,969 |
Nordea Q5000 Loan Maturing January 2021 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | 53,572 | |
Fair value | 53,598 | |
MARAD Debt Maturing February 2027 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | 52,676 | 56,410 |
Fair value | 58,502 | 62,318 |
Convertible Senior Notes Maturing May 2022 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | 35,000 | 35,000 |
Fair value | 34,917 | 33,513 |
Convertible Senior Notes Maturing September 2023 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | 30,000 | 30,000 |
Fair value | 28,942 | 28,650 |
Convertible Senior Notes Maturing February 2026 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal amount | 200,000 | 200,000 |
Fair value | $ 232,674 | $ 211,383 |