|
þ
|
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Minnesota
(State or other jurisdiction
of incorporation or organization)
|
|
95–3409686
(I.R.S. Employer
Identification No.)
|
|
|
|
3505 West Sam Houston Parkway North Suite 400
Houston, Texas
(Address of principal executive offices)
|
|
77043
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock (no par value)
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
¨
|
|
|
(Do not check if a smaller reporting company)
|
|
|
|
|
Page
|
PART I
|
||
PART II
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
||
PART III
|
||
PART IV
|
||
|
||
|
•
|
statements regarding our business strategy or any other business plans, forecasts or objectives, any or all of which are subject to change;
|
•
|
statements relating to the construction, upgrades or acquisition of vessels or equipment and any anticipated costs related thereto, including the construction of our
Q7000
vessel and the construction of the
Siem Helix I
and
Siem Helix II
chartered vessels to be used in connection with our contracts to provide well intervention services offshore Brazil (Note 14);
|
•
|
statements regarding projections of revenues, gross margin, expenses, earnings or losses, working capital, debt and liquidity, and other financial items;
|
•
|
statements regarding our backlog and long-term contracts;
|
•
|
statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
|
•
|
statements regarding anticipated legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;
|
•
|
statements regarding our trade receivables and their collectability;
|
•
|
statements regarding anticipated developments, industry trends, performance or industry ranking;
|
•
|
statements regarding general economic or political conditions, whether international, national or in the regional and local market areas in which we do business;
|
•
|
statements regarding our ability to retain key members of our senior management and key employees;
|
•
|
statements regarding the underlying assumptions related to any projection or forward-looking statement; and
|
•
|
any other statements that relate to non-historical or future information.
|
•
|
the impact of domestic and global economic conditions and the future impact of such conditions on the oil and gas industry and the demand for our services;
|
•
|
the impact of oil and gas price fluctuations and the cyclical nature of the oil and gas industry;
|
•
|
the impact of any potential cancellation, deferral or modification of our work or contracts by our customers;
|
•
|
unexpected delays in the delivery or chartering of new vessels for our well intervention and robotics fleet, including the
Q7000
, the
Grand Canyon III
and the
Siem Helix I
and
Siem Helix II
vessels to be used to perform contracted well intervention work offshore Brazil;
|
•
|
unexpected future capital expenditures, including the amount and nature thereof;
|
•
|
the effectiveness and timing of completion of our vessel upgrades and major maintenance items;
|
•
|
the effects of our indebtedness and our ability to reduce capital commitments;
|
•
|
the results of our continuing efforts to control costs and improve performance;
|
•
|
the success of our risk management activities;
|
•
|
the effects of competition;
|
•
|
the availability (or lack thereof) of capital (including any financing) to fund our business strategy and/or operations;
|
•
|
the impact of current and future laws and governmental regulations, including tax and accounting developments;
|
•
|
the effect of adverse weather conditions and/or other risks associated with marine operations;
|
•
|
the effectiveness of our current and future hedging activities;
|
•
|
the potential impact of a loss of one or more key employees; and
|
•
|
the impact of general, market, industry or business conditions.
|
•
|
Production.
Well intervention; intervention engineering; production enhancement; inspection, repair and maintenance of production structures, trees, jumpers, risers, pipelines and subsea equipment; and life of field support.
|
•
|
Reclamation.
Reclamation and remediation services; well plugging and abandonment services; pipeline abandonment services; and site inspections.
|
•
|
Development.
Installation of subsea pipelines, flowlines, control umbilicals, manifold assemblies and risers; burial of pipelines; installation and tie-in of riser and manifold assembly; commissioning, testing and inspection; and cable and umbilical lay and connection. We have experienced increased demand for our services from the alternative energy industry. Some of the services we provide to these alternative energy businesses include subsea power cable installation, trenching and burial, along with seabed coring and preparation for construction of wind turbine foundations.
|
•
|
Production facilities.
Provision of oil and natural gas processing facilities and services to oil and gas companies operating in the deepwater of the Gulf of Mexico, using our
HP I
vessel. Currently, the
HP I
is being utilized to process production from the Phoenix field.
|
•
|
Fast Response System.
Provision of the HFRS as a response resource that can be identified in permit applications to federal and state agencies and respond in the event of a well control incident.
|
•
|
worldwide economic activity;
|
•
|
supply and demand for oil and natural gas, especially in the United States, Europe, China and India;
|
•
|
regional conflicts and economic and political conditions in the Middle East and other oil-producing regions;
|
•
|
actions taken by the Organization of Petroleum Exporting Countries (“OPEC”);
|
•
|
the availability and discovery rate of new oil and natural gas reserves in offshore areas;
|
•
|
the exploration and production of onshore shale oil and natural gas;
|
•
|
the cost of offshore exploration for and production and transportation of oil and natural gas;
|
•
|
the level of excess production capacity;
|
•
|
the ability of oil and gas companies to generate funds or otherwise obtain external capital for exploration, development and production operations;
|
•
|
the sale and expiration dates of offshore leases in the United States and overseas;
|
•
|
technological advances affecting energy exploration, production, transportation and consumption;
|
•
|
potential acceleration of the development of alternative fuels;
|
•
|
shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
weather conditions and natural disasters;
|
•
|
environmental and other governmental regulations; and
|
•
|
tax laws, regulations and policies.
|
•
|
limiting our ability to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements;
|
•
|
increasing our vulnerability to a continued general economic downturn, competition and industry conditions, which could place us at a disadvantage compared to our competitors that are less leveraged;
|
•
|
increasing our exposure to potential rising interest rates because a portion of our current and potential future borrowings are at variable interest rates;
|
•
|
reducing the availability of our cash flows to fund our working capital requirements, capital expenditures, acquisitions, investments and other general corporate requirements because we will be required to use a substantial portion of our cash flows to service debt obligations;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
|
•
|
limiting our ability to expand our business through capital expenditures or pursuit of acquisition opportunities due to negative covenants in senior secured credit facilities that place annual and aggregate limitations on the types and amounts of investments that we may make, and limit our ability to use proceeds from asset sales for purposes other than debt repayment (except in certain circumstances where proceeds may be reinvested under criteria set forth in our credit agreements).
|
•
|
shortages of equipment, materials or skilled labor;
|
•
|
unscheduled delays in the delivery of ordered materials and equipment;
|
•
|
unanticipated increases in the cost of equipment, labor and raw materials, particularly steel;
|
•
|
weather interferences;
|
•
|
difficulties in obtaining necessary permits or in meeting permit conditions;
|
•
|
design and engineering problems;
|
•
|
political, social and economic instability, war and civil disturbances;
|
•
|
delays in customs clearance of critical parts or equipment;
|
•
|
financial or other difficulties or failures at shipyards and suppliers;
|
•
|
disputes with shipyards and suppliers; and
|
•
|
work stoppages and other labor disputes.
|
•
|
the loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, acts of terrorism and other political risks;
|
•
|
increases in taxes and governmental royalties;
|
•
|
changes in laws and regulations affecting our operations, including changes in customs, assessments and procedures, and changes in similar laws and regulations that may affect our ability to move our assets in and out of foreign jurisdictions;
|
•
|
renegotiation or abrogation of contracts with governmental and quasi-governmental entities;
|
•
|
changes in laws and policies governing operations of foreign-based companies;
|
•
|
currency restrictions and exchange rate fluctuations;
|
•
|
global economic cycles;
|
•
|
restrictions or quotas on production and commodity sales;
|
•
|
limited market access; and
|
•
|
other uncertainties arising out of foreign government sovereignty over our international operations.
|
|
Flag
State
|
|
Placed
in
Service
(2)
|
|
Length
(Feet)
|
|
Saturation
Diving
|
|
DP
|
Floating Production Unit —
|
|
|
|
|
|
|
|
|
|
Helix Producer I
(3)
|
Bahamas
|
|
4/2009
|
|
528
|
|
—
|
|
DP2
|
Well Intervention —
|
|
|
|
|
|
|
|
|
|
Q4000
(4)
|
U.S.
|
|
4/2002
|
|
312
|
|
—
|
|
DP3
|
Seawell
(5)
|
U.K.
|
|
7/2002
|
|
368
|
|
Capable
|
|
DP2
|
Well Enhancer
|
U.K.
|
|
10/2009
|
|
432
|
|
Capable
|
|
DP2
|
Skandi Constructor
(6)
|
Bahamas
|
|
4/2013
|
|
395
|
|
—
|
|
DP3
|
Helix 534
|
Bahamas
|
|
2/2014
|
|
534
|
|
—
|
|
DP2
|
Q5000
(7)
|
Bahamas
|
|
4/2015
|
|
358
|
|
—
|
|
DP3
|
4 IRSs and 4 SILs
|
—
|
|
Various
|
|
—
|
|
—
|
|
—
|
Robotics —
|
|
|
|
|
|
|
|
|
|
52 ROVs, 5 Trenchers and 2 ROVDrills
(3), (8)
|
—
|
|
Various
|
|
—
|
|
—
|
|
—
|
Deep Cygnus
(6)
|
Panama
|
|
4/2010
|
|
400
|
|
—
|
|
DP2
|
Grand Canyon
(6)
|
Panama
|
|
10/2012
|
|
419
|
|
—
|
|
DP3
|
Rem Installer
(6)
|
Norway
|
|
7/2013
|
|
353
|
|
—
|
|
DP2
|
Grand Canyon II
(6)
|
Panama
|
|
4/2015
|
|
419
|
|
—
|
|
DP3
|
(1)
|
Under government regulations and our insurance policies, we are required to maintain our vessels in accordance with standards of seaworthiness and safety set by government regulations and classification organizations. We maintain our fleet to the standards for seaworthiness, safety and health set by the ABS, Bureau Veritas (“BV”), Det Norske Veritas (“DNV”), Lloyds Register of Shipping (“Lloyds”), and the Coast Guard. ABS, BV, DNV and Lloyds are classification societies used by ship owners to certify that their vessels meet certain structural, mechanical and safety equipment standards.
|
(2)
|
Represents the date we placed the vessel in service and not the date of commissioning.
|
(3)
|
Serves as security for our Credit Agreement described in Note 7.
|
(4)
|
Subject to a vessel mortgage securing our MARAD debt described in Note 7.
|
(5)
|
Currently warm stacked.
|
(6)
|
Chartered vessel.
|
(7)
|
Serves as security for our Nordea Q5000 Loan described in Note 7.
|
(8)
|
Average age of our fleet of ROVs, trenchers and ROVDrills is approximately 6.9 years.
|
Location
|
|
Function
|
|
Size
|
Houston, Texas
|
|
Helix Energy Solutions Group, Inc.
Corporate Headquarters, Project
Management, and Sales Office
|
|
118,630 square feet (including 30,104 square feet subject to two years remaining under a sub-lease agreement)
|
|
|
Helix Well Ops, Inc.
Corporate Headquarters, Project
Management and Sales Office
|
|
|
|
|
Canyon Offshore, Inc.
Corporate, Management and Sales Office
|
|
|
|
|
Helix Subsea Construction, Inc.
Corporate Headquarters
|
|
|
|
|
Kommandor LLC
Corporate Headquarters
|
|
|
Location
|
|
Function
|
|
Size
|
Houston, Texas
|
|
Helix Energy Solutions Group, Inc.
Canyon Offshore, Inc.
Warehouse and Storage Facility
|
|
5.5 acres
(Building: 90,640 square feet)
|
Houston, Texas
|
|
Canyon Offshore, Inc.
Warehouse and Storage Facility
|
|
3.7 acres
(Building: 22,000 square feet) (subject to two years remaining under a sub-lease agreement)
|
Aberdeen, Scotland
|
|
Helix Well Ops (U.K.) Limited
Corporate Offices and Operations
|
|
27,000 square feet
|
|
|
Energy Resource Technology
(U.K). Limited
Corporate Offices
|
|
|
Aberdeen, Scotland
|
|
Helix Well Ops (U.K.) Limited
Warehouse and Storage Facility
|
|
14,124 square feet
|
Aberdeen (Dyce), Scotland
|
|
Canyon Offshore Limited
Corporate Offices, Operations and
Sales Office
|
|
3.9 acres
(Building: 42,463 square feet, including 7,000 square feet subject to one year remaining under a sub-lease agreement)
|
Singapore
|
|
Canyon Offshore
International Corp
Corporate, Operations and Sales Office
|
|
22,486 square feet
|
|
|
Helix Offshore Crewing Service Pte. Ltd.
Corporate Headquarters
|
|
|
Luxembourg
|
|
Helix Offshore International S.à r.l.
and subsidiaries
Corporate Offices and Operations
|
|
161 square feet
|
Brazil
|
|
Helix do Brasil Serviços de Petróleo Ltda
Corporate, Operations and Sales Office
|
|
3,168 square feet
|
Name
|
|
Age
|
|
Position
|
Owen Kratz
|
|
61
|
|
President, Chief Executive Officer and Chairman of the Board
|
Anthony Tripodo
|
|
63
|
|
Executive Vice President, Chief Financial Officer and Director
|
Scott A. Sparks
|
|
41
|
|
Executive Vice President and Chief Operating Officer
|
Alisa B. Johnson
|
|
58
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
(1)
|
Through
February 25, 2016
|
|
As of December 31,
|
||||||||||||||||||||||
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
||||||||||||
Helix
|
$
|
100.0
|
|
|
$
|
130.2
|
|
|
$
|
170.0
|
|
|
$
|
190.9
|
|
|
$
|
178.8
|
|
|
$
|
43.3
|
|
Peer Group Index
|
$
|
100.0
|
|
|
$
|
100.8
|
|
|
$
|
99.5
|
|
|
$
|
112.4
|
|
|
$
|
78.8
|
|
|
$
|
44.1
|
|
Oil Service Index
|
$
|
100.0
|
|
|
$
|
88.2
|
|
|
$
|
89.8
|
|
|
$
|
114.7
|
|
|
$
|
86.0
|
|
|
$
|
64.4
|
|
S&P 500
|
$
|
100.0
|
|
|
$
|
102.1
|
|
|
$
|
118.5
|
|
|
$
|
156.8
|
|
|
$
|
178.3
|
|
|
$
|
180.8
|
|
Period
|
|
(a)
Total number
of shares
purchased
(1)
|
|
(b)
Average
price paid
per share
|
|
(c)
Total number of shares
purchased as part of publicly
announced program
|
|
(d)
Maximum number of shares
that may yet be purchased
under the program
(2) (3)
|
|||||
October 1 to October 31, 2015
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
707,874
|
|
November 1 to November 30, 2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
707,874
|
|
|
December 1 to December 31, 2015
|
|
11,277
|
|
|
5.78
|
|
|
—
|
|
|
878,328
|
|
|
|
|
11,277
|
|
|
$
|
5.78
|
|
|
—
|
|
|
|
(1)
|
Includes shares forfeited by certain members of our Board of Directors in satisfaction of minimum withholding taxes upon vesting of restricted shares.
|
(2)
|
Under the terms of our stock repurchase program, the issuance of shares to members of our Board of Directors and to certain employees, including shares issued to our employees under the Employee Stock Purchase Plan (the “ESPP”) (Note 12), increases the number of shares available for repurchase. For additional information regarding our stock repurchase program, see Note 10.
|
(3)
|
In January 2016, we issued approximately 1.2 million shares of restricted stock to our executive officers, select management employees and certain members of our Board of Directors who have elected to take their quarterly fees in stock in lieu of cash. We also issued approximately 0.1 million shares of our common stock to our employees under the ESPP. These issuances will increase the number of shares available for repurchase by a corresponding amount (Note 10).
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
695,802
|
|
|
$
|
1,107,156
|
|
|
$
|
876,561
|
|
|
$
|
846,109
|
|
|
$
|
702,000
|
|
Gross profit (loss)
(1)
|
(233,774
|
)
|
|
344,036
|
|
|
260,685
|
|
|
49,915
|
|
|
149,683
|
|
|||||
Income (loss) from operations
(2)
|
(307,360
|
)
|
|
261,756
|
|
|
179,034
|
|
|
(68,483
|
)
|
|
63,040
|
|
|||||
Net income (loss) from continuing operations
(3)
|
(376,980
|
)
|
|
195,550
|
|
|
111,976
|
|
|
(66,840
|
)
|
|
37,816
|
|
|||||
Income from discontinued operations, net of tax
(4)
|
—
|
|
|
—
|
|
|
1,073
|
|
|
23,684
|
|
|
95,221
|
|
|||||
Net income (loss), including noncontrolling interests
|
(376,980
|
)
|
|
195,550
|
|
|
113,049
|
|
|
(43,156
|
)
|
|
133,037
|
|
|||||
Net income applicable to noncontrolling interests
|
—
|
|
|
(503
|
)
|
|
(3,127
|
)
|
|
(3,178
|
)
|
|
(3,098
|
)
|
|||||
Net income (loss) applicable to common shareholders
|
(376,980
|
)
|
|
195,047
|
|
|
109,922
|
|
|
(46,334
|
)
|
|
129,939
|
|
|||||
Adjusted EBITDA from continuing operations
(5)
|
172,736
|
|
|
378,010
|
|
|
268,311
|
|
|
233,612
|
|
|
178,953
|
|
|||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.03
|
|
|
$
|
(0.67
|
)
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.23
|
|
|
0.90
|
|
|||||
Net income (loss) per common share
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
|
$
|
(0.44
|
)
|
|
$
|
1.23
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.03
|
|
|
$
|
(0.67
|
)
|
|
$
|
0.33
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
0.23
|
|
|
0.90
|
|
|||||
Net income (loss) per common share
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
|
$
|
(0.44
|
)
|
|
$
|
1.23
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
105,416
|
|
|
105,029
|
|
|
105,032
|
|
|
104,449
|
|
|
104,528
|
|
|||||
Diluted
|
105,416
|
|
|
105,045
|
|
|
105,184
|
|
|
104,449
|
|
|
104,953
|
|
(1)
|
Amount in 2015 includes impairment charges of
$205.2 million
for the
Helix 534
,
$133.4 million
for the
HP I
and
$6.3 million
for certain capitalized vessel project costs (Note 4). Amount in 2012 includes impairment charges of approximately $177.1 million, including $14.6 million for the
Intrepid
, $157.8 million for the
Caesar
and related mobile pipelay equipment, and $4.6 million for well intervention assets associated with our former well intervention business in Australia. Amount in 2011 includes a $6.6 million impairment charge related to our well intervention equipment in Australia.
|
(2)
|
Amount in 2015 includes a
$16.4 million
impairment charge on goodwill related to our U.K. well intervention reporting unit (Notes 2 and 6)
|
(3)
|
Amount in 2015 includes losses totaling
$124.3 million
related to our investments in Deepwater Gateway and Independence Hub (Note 5). Amount in 2015 also includes unrealized losses totaling
$18.3 million
on our foreign currency exchange contracts associated with the
Grand Canyon
,
Grand Canyon II
and
Grand Canyon III
chartered vessels (Note 18). Amount in 2011 includes $10.6 million of other than temporary loss on the investment in our former Australian joint venture.
|
(4)
|
Oil and gas property impairment charges and asset retirement obligation overruns totaled $144.3 million in 2012 (including a $138.6 million charge to reduce the value of ERT’s properties to their estimated fair value in connection with the announcement in December 2012 of the sale of ERT) and $112.6 million in 2011.
|
(5)
|
This is a non-GAAP financial measure. See “Non-GAAP Financial Measures” below for an explanation of the definition and use of such measure as well as a reconciliation of these amounts to each year’s respective reported net income (loss) from continuing operations.
|
|
December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
473,123
|
|
|
$
|
468,660
|
|
|
$
|
553,427
|
|
|
$
|
351,061
|
|
|
$
|
548,066
|
|
Total assets
(1)
|
2,411,952
|
|
|
2,700,698
|
|
|
2,544,280
|
|
|
3,386,580
|
|
|
3,582,347
|
|
|||||
Total debt
|
761,328
|
|
|
551,372
|
|
|
566,152
|
|
|
1,019,228
|
|
|
1,155,321
|
|
|||||
Total controlling interest shareholders’ equity
|
1,278,963
|
|
|
1,653,474
|
|
|
1,499,051
|
|
|
1,393,385
|
|
|
1,421,403
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
25,059
|
|
|
26,029
|
|
|
28,138
|
|
|||||
Total shareholders’ equity
|
1,278,963
|
|
|
1,653,474
|
|
|
1,524,110
|
|
|
1,419,414
|
|
|
1,449,541
|
|
(1)
|
Amounts at December 31, 2012 and 2011 include assets of discontinued oil and gas operations totaling $900.2 million and $1.0 billion, respectively.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
(376,980
|
)
|
|
$
|
195,550
|
|
|
$
|
111,976
|
|
|
$
|
(66,840
|
)
|
|
$
|
37,816
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax provision (benefit)
|
(101,190
|
)
|
|
66,971
|
|
|
31,612
|
|
|
(59,158
|
)
|
|
(36,806
|
)
|
|||||
Net interest expense
|
26,914
|
|
|
17,859
|
|
|
32,898
|
|
|
48,160
|
|
|
70,181
|
|
|||||
Other (income) expense, net
(1)
|
24,310
|
|
|
(814
|
)
|
|
(6
|
)
|
|
662
|
|
|
1,147
|
|
|||||
Depreciation and amortization
|
120,401
|
|
|
109,345
|
|
|
98,535
|
|
|
97,201
|
|
|
91,188
|
|
|||||
Asset impairments
(2)
|
345,010
|
|
|
—
|
|
|
—
|
|
|
177,135
|
|
|
6,564
|
|
|||||
Goodwill impairment
(3)
|
16,399
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Losses on equity investments
(4)
|
122,765
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,563
|
|
|||||
Loss on early extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
12,100
|
|
|
17,127
|
|
|
2,354
|
|
|||||
EBITDA from continuing operations
|
177,629
|
|
|
388,911
|
|
|
287,115
|
|
|
214,287
|
|
|
183,007
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interests
|
—
|
|
|
(661
|
)
|
|
(4,077
|
)
|
|
(4,128
|
)
|
|
(4,060
|
)
|
|||||
(Gain) loss on disposition of assets, net
|
(92
|
)
|
|
(10,240
|
)
|
|
(14,727
|
)
|
|
13,476
|
|
|
6
|
|
|||||
Unrealized loss on commodity derivative contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
9,977
|
|
|
—
|
|
|||||
Realized losses from cash settlements of ineffective foreign currency exchange contracts
|
(4,801
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
ADJUSTED EBITDA from continuing operations
|
$
|
172,736
|
|
|
$
|
378,010
|
|
|
$
|
268,311
|
|
|
$
|
233,612
|
|
|
$
|
178,953
|
|
(1)
|
Amount in 2015 includes unrealized losses totaling
$18.3 million
on our foreign currency exchange contracts associated with the
Grand Canyon
,
Grand Canyon II
and
Grand Canyon III
chartered vessels (Note 18).
|
(2)
|
Amount in 2015 reflects asset impairment charges for the
Helix 534,
the
HP I
and certain capitalized vessel project costs (Note 4). Amount in 2012 includes impairment charges of $14.6 million for the
Intrepid
, $157.8 million for the
Caesar
and related mobile pipelay equipment, and $4.6 million for well intervention assets associated with our former well intervention business in Australia. Amount in 2011 reflects an impairment charge related to our well intervention equipment in Australia.
|
(3)
|
Amount in 2015 reflects a goodwill impairment charge related to our U.K. well intervention reporting unit (Notes 2 and 6).
|
(4)
|
Amount in 2015 primarily reflects losses from our share of impairment charges that Deepwater Gateway and Independence Hub recorded in December
2015 and the write-offs of the remaining capitalized interest related to these equity investments (Note 5)
.
Amount in 2011 reflects loss on our former equity investment in an Australian joint venture.
|
•
|
worldwide economic activity, including available access to global capital and capital markets;
|
•
|
supply and demand for oil and natural gas, especially in the United States, Europe, China and India;
|
•
|
regional conflicts and economic and political conditions in the Middle East and other oil-producing regions;
|
•
|
actions taken by OPEC;
|
•
|
the availability and discovery rate of new oil and natural gas reserves in offshore areas;
|
•
|
the exploration and production of onshore shale oil and natural gas;
|
•
|
the cost of offshore exploration for and production and transportation of oil and natural gas;
|
•
|
the level of excess production capacity;
|
•
|
the ability of oil and gas companies to generate funds or otherwise obtain external capital for exploration, development and production operations;
|
•
|
the sale and expiration dates of offshore leases in the United States and overseas;
|
•
|
technological advances affecting energy exploration, production, transportation and consumption;
|
•
|
potential acceleration of the development of alternative fuels;
|
•
|
shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
|
•
|
weather conditions and natural disasters;
|
•
|
environmental and other governmental regulations; and
|
•
|
domestic and international tax laws, regulations and policies.
|
|
Year Ended December 31,
|
|
Increase/
|
||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
373,301
|
|
|
$
|
667,849
|
|
|
$
|
(294,548
|
)
|
Robotics
|
301,026
|
|
|
420,224
|
|
|
(119,198
|
)
|
|||
Production Facilities
|
75,948
|
|
|
93,175
|
|
|
(17,227
|
)
|
|||
Other
|
—
|
|
|
358
|
|
|
(358
|
)
|
|||
Intercompany elimination
|
(54,473
|
)
|
|
(74,450
|
)
|
|
19,977
|
|
|||
|
$
|
695,802
|
|
|
$
|
1,107,156
|
|
|
$
|
(411,354
|
)
|
|
|
|
|
|
|
||||||
Gross profit —
|
|
|
|
|
|
||||||
Well Intervention
(1)
|
$
|
(165,049
|
)
|
|
$
|
219,554
|
|
|
$
|
(384,603
|
)
|
Robotics
|
41,446
|
|
|
86,419
|
|
|
(44,973
|
)
|
|||
Production Facilities
(1)
|
(106,112
|
)
|
|
41,762
|
|
|
(147,874
|
)
|
|||
Corporate and other
|
(3,961
|
)
|
|
(2,778
|
)
|
|
(1,183
|
)
|
|||
Intercompany elimination
|
(98
|
)
|
|
(921
|
)
|
|
823
|
|
|||
|
$
|
(233,774
|
)
|
|
$
|
344,036
|
|
|
$
|
(577,810
|
)
|
|
|
|
|
|
|
||||||
Gross margin —
|
|
|
|
|
|
||||||
Well Intervention
|
(44
|
)%
|
|
33
|
%
|
|
|
||||
Robotics
|
14
|
%
|
|
21
|
%
|
|
|
||||
Production Facilities
|
(140
|
)%
|
|
45
|
%
|
|
|
||||
Total company
|
(34
|
)%
|
|
31
|
%
|
|
|
||||
|
|
|
|
|
|
||||||
Number of vessels or robotics assets
(2)
/ Utilization
(3)
|
|
|
|
|
|
||||||
Well Intervention vessels
|
6/58%
|
|
|
5/88%
|
|
|
|
||||
Robotics assets
|
59/57%
|
|
|
57/78%
|
|
|
|
||||
Chartered robotics vessels
|
4/78%
|
|
|
4/85%
|
|
|
|
(1)
|
2015 amounts included asset impairment charges (see discussions below).
|
(2)
|
Represents number of vessels or robotics assets as of the end of the period excluding acquired vessels prior to their in-service dates, vessels taken out of service prior to their disposition and vessels jointly owned with a third party. The
Seawell
was excluded for the first eight months of 2015 as it was out of service undergoing major capital upgrades.
|
(3)
|
Represents average utilization rate, which is calculated by dividing the total number of days the vessels or robotics assets generated revenues by the total number of calendar days in the applicable period.
|
|
Year Ended December 31,
|
|
Increase/
|
||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
22,855
|
|
|
$
|
29,875
|
|
|
$
|
(7,020
|
)
|
Robotics
|
31,618
|
|
|
44,575
|
|
|
(12,957
|
)
|
|||
|
$
|
54,473
|
|
|
$
|
74,450
|
|
|
$
|
(19,977
|
)
|
|
Year Ended December 31,
|
|
Increase/
|
||||||||
|
2014
|
|
2013
|
|
(Decrease)
|
||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
667,849
|
|
|
$
|
452,452
|
|
|
$
|
215,397
|
|
Robotics
|
420,224
|
|
|
333,246
|
|
|
86,978
|
|
|||
Production Facilities
|
93,175
|
|
|
88,149
|
|
|
5,026
|
|
|||
Subsea Construction
|
358
|
|
|
71,321
|
|
|
(70,963
|
)
|
|||
Intercompany elimination
|
(74,450
|
)
|
|
(68,607
|
)
|
|
(5,843
|
)
|
|||
|
$
|
1,107,156
|
|
|
$
|
876,561
|
|
|
$
|
230,595
|
|
|
|
|
|
|
|
||||||
Gross profit —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
219,554
|
|
|
$
|
142,762
|
|
|
$
|
76,792
|
|
Robotics
|
86,419
|
|
|
57,035
|
|
|
29,384
|
|
|||
Production Facilities
|
41,762
|
|
|
50,619
|
|
|
(8,857
|
)
|
|||
Subsea Construction
|
461
|
|
|
18,302
|
|
|
(17,841
|
)
|
|||
Corporate and other
|
(3,239
|
)
|
|
(4,673
|
)
|
|
1,434
|
|
|||
Intercompany elimination
|
(921
|
)
|
|
(3,360
|
)
|
|
2,439
|
|
|||
|
$
|
344,036
|
|
|
$
|
260,685
|
|
|
$
|
83,351
|
|
|
|
|
|
|
|
||||||
Gross margin —
|
|
|
|
|
|
||||||
Well Intervention
|
33
|
%
|
|
32
|
%
|
|
|
||||
Robotics
|
21
|
%
|
|
17
|
%
|
|
|
||||
Production Facilities
|
45
|
%
|
|
57
|
%
|
|
|
||||
Total company
|
31
|
%
|
|
30
|
%
|
|
|
||||
|
|
|
|
|
|
||||||
Number of vessels or robotics assets
(1)
/ Utilization
(2)
|
|
|
|
|
|
||||||
Well Intervention vessels
|
5/88%
|
|
|
4/92%
|
|
|
|
||||
Robotics assets
|
57/78%
|
|
|
57/63%
|
|
|
|
||||
Chartered robotics vessels
|
4/85%
|
|
|
5/88%
|
|
|
|
(1)
|
Represents number of vessels or robotics assets as of the end of the period excluding acquired vessels prior to their in-service dates, vessels taken out of service prior to their disposition and vessels jointly owned with a third party.
|
(2)
|
Represents average utilization rate, which is calculated by dividing the total number of days the vessels or robotics assets generated revenues by the total number of calendar days in the applicable period.
|
|
Year Ended December 31,
|
|
Increase/
|
||||||||
|
2014
|
|
2013
|
|
(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
29,875
|
|
|
$
|
22,448
|
|
|
$
|
7,427
|
|
Robotics
|
44,575
|
|
|
41,169
|
|
|
3,406
|
|
|||
Production Facilities
|
—
|
|
|
4,673
|
|
|
(4,673
|
)
|
|||
Subsea Construction
|
—
|
|
|
317
|
|
|
(317
|
)
|
|||
|
$
|
74,450
|
|
|
$
|
68,607
|
|
|
$
|
5,843
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net working capital
|
$
|
473,123
|
|
|
$
|
468,660
|
|
Long-term debt
(1)
|
$
|
689,688
|
|
|
$
|
523,228
|
|
Liquidity
(2)
|
$
|
743,577
|
|
|
$
|
1,060,092
|
|
(1)
|
Long-term debt does not include the current maturities portion of our long-term debt as that amount is included in net working capital. It is also net of the unamortized debt discount on the 2032 Notes. See Note 7 for information relating to our existing debt.
|
(2)
|
Liquidity, as defined by us, is equal to cash and cash equivalents plus available capacity under our Revolving Credit Facility, which capacity is reduced by letters of credit drawn against the facility. Our liquidity at
December 31, 2015
included cash and cash equivalents of
$494.2 million
and
$249.4 million
of available borrowing capacity under our Revolving Credit Facility (Note 7). Our liquidity at
December 31, 2014
included cash and cash equivalents of
$476.5 million
and
$583.6 million
of available borrowing capacity under our Revolving Credit Facility.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Term Loan (matures June 2018)
|
$
|
255,000
|
|
|
$
|
277,500
|
|
Nordea Q5000 Loan (matures April 2020)
|
232,143
|
|
|
—
|
|
||
MARAD Debt (matures February 2027)
|
89,148
|
|
|
94,792
|
|
||
2032 Notes (mature March 2032)
(1)
|
185,037
|
|
|
179,080
|
|
||
Total debt
|
$
|
761,328
|
|
|
$
|
551,372
|
|
(1)
|
These amounts are net of the unamortized debt discount of
$15.0 million
and
$20.9 million
, respectively. The 2032 Notes will increase to their $200 million face amount through accretion of non-cash interest charges through March 15, 2018, which is the first date on which the holders of the notes may require us to repurchase the notes.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
110,805
|
|
|
$
|
359,485
|
|
|
$
|
104,861
|
|
Investing activities
|
$
|
(295,719
|
)
|
|
$
|
(335,512
|
)
|
|
$
|
(126,077
|
)
|
Financing activities
|
$
|
204,625
|
|
|
$
|
(30,071
|
)
|
|
$
|
(487,421
|
)
|
Discontinued operations
(1)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
552,462
|
|
(1)
|
Represents total cash flows associated with the operations of ERT which was sold in February 2013. Proceeds from the sale of ERT totaled $614.8 million, net of transaction costs. Other cash flows in the table above reflect our continuing operations.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
(307,879
|
)
|
|
$
|
(283,635
|
)
|
|
$
|
(283,132
|
)
|
Robotics
|
(10,700
|
)
|
|
(51,348
|
)
|
|
(39,655
|
)
|
|||
Production Facilities
|
(1,867
|
)
|
|
(869
|
)
|
|
(1,252
|
)
|
|||
Other
|
135
|
|
|
(1,060
|
)
|
|
(387
|
)
|
|||
Distributions from equity investments, net
(1)
|
7,000
|
|
|
7,911
|
|
|
9,295
|
|
|||
Proceeds from sale of assets
(2)
|
17,592
|
|
|
13,574
|
|
|
189,054
|
|
|||
Acquisition of noncontrolling interests
(3)
|
—
|
|
|
(20,085
|
)
|
|
—
|
|
|||
Net cash used in investing activities – continuing operations
|
(295,719
|
)
|
|
(335,512
|
)
|
|
(126,077
|
)
|
|||
Oil and Gas capital expenditures
|
—
|
|
|
—
|
|
|
(31,855
|
)
|
|||
Proceeds from sale of ERT, net of transaction costs
|
—
|
|
|
—
|
|
|
614,820
|
|
|||
Net cash provided by investing activities – discontinued operations
|
—
|
|
|
—
|
|
|
582,965
|
|
|||
Net cash provided by (used in) investing activities
|
$
|
(295,719
|
)
|
|
$
|
(335,512
|
)
|
|
$
|
456,888
|
|
(1)
|
Distributions from equity investments are net of undistributed equity earnings from our equity investments. Gross distributions from our equity investments for the years ended
December 31, 2015
,
2014
and
2013
were
$7.0 million
,
$8.8 million
and
$12.3 million
, respectively (Note 5).
|
(2)
|
Amounts in 2015 and 2014 primarily reflect cash received from the sale of our Ingleside spoolbase. Amount in 2013 primarily reflects the sale of the
Caesar
and the
Express
.
|
(3)
|
Relates to the acquisition in February 2014 of our former minority partner’s noncontrolling interests in the entity that owns the
HP I
.
|
|
Total
(1)
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan
|
$
|
255,000
|
|
|
$
|
30,000
|
|
|
$
|
225,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nordea Q5000 Loan
|
232,143
|
|
|
35,714
|
|
|
71,429
|
|
|
125,000
|
|
|
—
|
|
|||||
MARAD debt
|
89,148
|
|
|
5,926
|
|
|
12,754
|
|
|
14,058
|
|
|
56,410
|
|
|||||
2032 Notes
(2)
|
200,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
200,000
|
|
|||||
Interest related to debt
(3)
|
187,264
|
|
|
31,271
|
|
|
49,468
|
|
|
24,620
|
|
|
81,905
|
|
|||||
Property and equipment
(4)
|
362,814
|
|
|
140,467
|
|
|
222,347
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(5)
|
900,275
|
|
|
149,362
|
|
|
296,351
|
|
|
237,989
|
|
|
216,573
|
|
|||||
Total cash obligations
|
$
|
2,226,644
|
|
|
$
|
392,740
|
|
|
$
|
877,349
|
|
|
$
|
401,667
|
|
|
$
|
554,888
|
|
(1)
|
Excludes unsecured letters of credit outstanding at
December 31, 2015
totaling
$13.2 million
. These letters of credit support various obligations, such as contractual obligations, customs duties, contract bidding and insurance activities.
|
(2)
|
Notes mature in 2032. The 2032 Notes can be converted prior to their stated maturity if the closing price of our common stock for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter exceeds 130% of their issuance price on that 30th trading day (i.e., $32.53 per share). At
December 31, 2015
, the conversion trigger was not met. The first date that the holders of these notes may require us to repurchase the notes is March 15, 2018. See Note 7 for additional information.
|
(3)
|
Interest payment obligations were calculated using stated coupon rates for fixed rate debt and interest rates applicable at
December 31, 2015
for variable rate debt.
|
(4)
|
Primarily reflects our
Q7000
semi-submersible vessel currently under construction and the topside equipment for the
Siem Helix I
and
Siem Helix II
chartered vessels (Note 14).
|
(5)
|
Operating leases include vessel charters and facility leases. At
December 31, 2015
, our vessel charter commitments totaled approximately
$860.8 million
, including the yet to be delivered
Grand Canyon III
,
Siem Helix I
and
Siem Helix II
vessels. The less than one year amount includes approximately $3.4 million of additional commitments to extend the delivery of the
Grand Canyon III
until May 2016. The
Rem Installer
’s charter will end in July 2016, at which time we intend to return the vessel to its owner.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
494,192
|
|
|
$
|
476,492
|
|
Accounts receivable:
|
|
|
|
||||
Trade, net of allowance for uncollectible accounts of $350 and $4,735, respectively
|
76,287
|
|
|
104,724
|
|
||
Unbilled revenue
|
20,434
|
|
|
28,542
|
|
||
Costs in excess of billing
|
31
|
|
|
2,034
|
|
||
Current deferred tax assets
|
53,573
|
|
|
31,180
|
|
||
Other current assets
|
39,518
|
|
|
51,301
|
|
||
Total current assets
|
684,035
|
|
|
694,273
|
|
||
Property and equipment
|
2,544,857
|
|
|
2,241,444
|
|
||
Less accumulated depreciation
|
(941,848
|
)
|
|
(506,060
|
)
|
||
Property and equipment, net
|
1,603,009
|
|
|
1,735,384
|
|
||
Other assets:
|
|
|
|
||||
Equity investments
|
26,200
|
|
|
149,623
|
|
||
Goodwill
|
45,107
|
|
|
62,146
|
|
||
Other assets, net
|
53,601
|
|
|
59,272
|
|
||
Total assets
|
$
|
2,411,952
|
|
|
$
|
2,700,698
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
65,370
|
|
|
$
|
83,403
|
|
Accrued liabilities
|
71,641
|
|
|
104,923
|
|
||
Income tax payable
|
2,261
|
|
|
9,143
|
|
||
Current maturities of long-term debt
|
71,640
|
|
|
28,144
|
|
||
Total current liabilities
|
210,912
|
|
|
225,613
|
|
||
Long-term debt
|
689,688
|
|
|
523,228
|
|
||
Deferred tax liabilities
|
180,974
|
|
|
260,275
|
|
||
Other non-current liabilities
|
51,415
|
|
|
38,108
|
|
||
Total liabilities
|
1,132,989
|
|
|
1,047,224
|
|
||
|
|
|
|
||||
Commitments and contingencies
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par, 240,000 shares authorized, 106,289 and 105,586 shares issued, respectively
|
945,565
|
|
|
934,447
|
|
||
Retained earnings
|
404,299
|
|
|
781,279
|
|
||
Accumulated other comprehensive loss
|
(70,901
|
)
|
|
(62,252
|
)
|
||
Total shareholders’ equity
|
1,278,963
|
|
|
1,653,474
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,411,952
|
|
|
$
|
2,700,698
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net revenues
|
$
|
695,802
|
|
|
$
|
1,107,156
|
|
|
$
|
876,561
|
|
|
|
|
|
|
|
||||||
Cost of sales:
|
|
|
|
|
|
||||||
Cost of sales
|
584,566
|
|
|
763,120
|
|
|
615,876
|
|
|||
Asset impairments
|
345,010
|
|
|
—
|
|
|
—
|
|
|||
Total cost of sales
|
929,576
|
|
|
763,120
|
|
|
615,876
|
|
|||
|
|
|
|
|
|
||||||
Gross profit (loss)
|
(233,774
|
)
|
|
344,036
|
|
|
260,685
|
|
|||
|
|
|
|
|
|
||||||
Goodwill impairment
|
(16,399
|
)
|
|
—
|
|
|
—
|
|
|||
Loss on commodity derivative contracts
|
—
|
|
|
—
|
|
|
(14,113
|
)
|
|||
Gain on disposition of assets, net
|
92
|
|
|
10,240
|
|
|
14,727
|
|
|||
Selling, general and administrative expenses
|
(57,279
|
)
|
|
(92,520
|
)
|
|
(82,265
|
)
|
|||
Income (loss) from operations
|
(307,360
|
)
|
|
261,756
|
|
|
179,034
|
|
|||
Equity in earnings (losses) of investments
|
(124,345
|
)
|
|
879
|
|
|
2,965
|
|
|||
Net interest expense
|
(26,914
|
)
|
|
(17,859
|
)
|
|
(32,898
|
)
|
|||
Loss on early extinguishment of long-term debt
|
—
|
|
|
—
|
|
|
(12,100
|
)
|
|||
Other income (expense), net
|
(24,310
|
)
|
|
814
|
|
|
6
|
|
|||
Other income – oil and gas
|
4,759
|
|
|
16,931
|
|
|
6,581
|
|
|||
Income (loss) before income taxes
|
(478,170
|
)
|
|
262,521
|
|
|
143,588
|
|
|||
Income tax provision (benefit)
|
(101,190
|
)
|
|
66,971
|
|
|
31,612
|
|
|||
Net income (loss) from continuing operations
|
(376,980
|
)
|
|
195,550
|
|
|
111,976
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
1,073
|
|
|||
Net income (loss), including noncontrolling interests
|
(376,980
|
)
|
|
195,550
|
|
|
113,049
|
|
|||
Less net income applicable to noncontrolling interests
|
—
|
|
|
(503
|
)
|
|
(3,127
|
)
|
|||
Net income (loss) applicable to common shareholders
|
$
|
(376,980
|
)
|
|
$
|
195,047
|
|
|
$
|
109,922
|
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.03
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income (loss) per common share
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
||||||
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.03
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Net income (loss) per common share
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
105,416
|
|
|
105,029
|
|
|
105,032
|
|
|||
Diluted
|
105,416
|
|
|
105,045
|
|
|
105,184
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Net income (loss), including noncontrolling interests
|
$
|
(376,980
|
)
|
|
$
|
195,550
|
|
|
$
|
113,049
|
|
Other comprehensive loss, net of tax:
|
|
|
|
|
|
||||||
Unrealized loss on hedges arising during the period
|
(25,259
|
)
|
|
(37,364
|
)
|
|
(16,847
|
)
|
|||
Reclassification adjustments for loss included in net income (loss)
|
13,659
|
|
|
3,365
|
|
|
1,476
|
|
|||
Reclassification adjustments for loss from derivatives de-designated as cash flow hedges included in net income
|
18,014
|
|
|
—
|
|
|
—
|
|
|||
Income taxes on unrealized loss on hedges
|
(2,214
|
)
|
|
11,899
|
|
|
5,380
|
|
|||
Unrealized gain (loss) on hedges, net of tax
|
4,200
|
|
|
(22,100
|
)
|
|
(9,991
|
)
|
|||
Foreign currency translation gain (loss)
|
(12,849
|
)
|
|
(19,464
|
)
|
|
4,970
|
|
|||
Other comprehensive loss, net of tax
|
(8,649
|
)
|
|
(41,564
|
)
|
|
(5,021
|
)
|
|||
Comprehensive income (loss)
|
(385,629
|
)
|
|
153,986
|
|
|
108,028
|
|
|||
Less comprehensive income applicable to noncontrolling interests
|
—
|
|
|
(503
|
)
|
|
(3,127
|
)
|
|||
Comprehensive income (loss) applicable to common shareholders
|
$
|
(385,629
|
)
|
|
$
|
153,483
|
|
|
$
|
104,901
|
|
|
Helix Energy Solutions Group, Inc. Shareholders
’
Equity
|
|
|
|
|
|||||||||||||||||||||
|
Common Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Controlling
Interest
Shareholders’
Equity
|
|
Non-
controlling
Interests
|
|
Total
Equity
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
Balance, December 31, 2012
|
105,763
|
|
|
$
|
932,742
|
|
|
$
|
476,310
|
|
|
$
|
(15,667
|
)
|
|
$
|
1,393,385
|
|
|
$
|
26,029
|
|
|
$
|
1,419,414
|
|
Net income
|
—
|
|
|
—
|
|
|
109,922
|
|
|
—
|
|
|
109,922
|
|
|
3,127
|
|
|
113,049
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
4,970
|
|
|
4,970
|
|
|
—
|
|
|
4,970
|
|
||||||
Unrealized loss on hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,991
|
)
|
|
(9,991
|
)
|
|
—
|
|
|
(9,991
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,097
|
)
|
|
(4,097
|
)
|
||||||
Equity component of debt discount on Convertible Senior Notes due 2032
|
—
|
|
|
49
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||
Stock compensation expense
|
—
|
|
|
7,510
|
|
|
—
|
|
|
—
|
|
|
7,510
|
|
|
—
|
|
|
7,510
|
|
||||||
Stock repurchases
|
(390
|
)
|
|
(8,855
|
)
|
|
—
|
|
|
—
|
|
|
(8,855
|
)
|
|
—
|
|
|
(8,855
|
)
|
||||||
Activity in company stock plans, net and other
|
267
|
|
|
1,842
|
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|
—
|
|
|
1,842
|
|
||||||
Excess tax from stock-based compensation
|
—
|
|
|
219
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|
—
|
|
|
219
|
|
||||||
Balance, December 31, 2013
|
105,640
|
|
|
$
|
933,507
|
|
|
$
|
586,232
|
|
|
$
|
(20,688
|
)
|
|
$
|
1,499,051
|
|
|
$
|
25,059
|
|
|
$
|
1,524,110
|
|
Net income
|
—
|
|
|
—
|
|
|
195,047
|
|
|
—
|
|
|
195,047
|
|
|
503
|
|
|
195,550
|
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,464
|
)
|
|
(19,464
|
)
|
|
—
|
|
|
(19,464
|
)
|
||||||
Unrealized loss on hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,100
|
)
|
|
(22,100
|
)
|
|
—
|
|
|
(22,100
|
)
|
||||||
Distributions to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,018
|
)
|
|
(1,018
|
)
|
||||||
Acquisition of noncontrolling interests
|
—
|
|
|
2,898
|
|
|
—
|
|
|
—
|
|
|
2,898
|
|
|
(24,544
|
)
|
|
(21,646
|
)
|
||||||
Stock compensation expense
|
—
|
|
|
2,176
|
|
|
—
|
|
|
—
|
|
|
2,176
|
|
|
—
|
|
|
2,176
|
|
||||||
Stock repurchases
|
(321
|
)
|
|
(7,698
|
)
|
|
—
|
|
|
—
|
|
|
(7,698
|
)
|
|
—
|
|
|
(7,698
|
)
|
||||||
Activity in company stock plans, net and other
|
267
|
|
|
3,496
|
|
|
—
|
|
|
—
|
|
|
3,496
|
|
|
—
|
|
|
3,496
|
|
||||||
Excess tax from stock-based compensation
|
—
|
|
|
68
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|
—
|
|
|
68
|
|
||||||
Balance, December 31, 2014
|
105,586
|
|
|
$
|
934,447
|
|
|
$
|
781,279
|
|
|
$
|
(62,252
|
)
|
|
$
|
1,653,474
|
|
|
$
|
—
|
|
|
$
|
1,653,474
|
|
Net loss
|
—
|
|
|
—
|
|
|
(376,980
|
)
|
|
—
|
|
|
(376,980
|
)
|
|
—
|
|
|
(376,980
|
)
|
||||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,849
|
)
|
|
(12,849
|
)
|
|
—
|
|
|
(12,849
|
)
|
||||||
Unrealized gain on hedges, net
|
—
|
|
|
—
|
|
|
—
|
|
|
4,200
|
|
|
4,200
|
|
|
—
|
|
|
4,200
|
|
||||||
Stock compensation expense
|
—
|
|
|
5,463
|
|
|
—
|
|
|
—
|
|
|
5,463
|
|
|
—
|
|
|
5,463
|
|
||||||
Cumulative stock compensation expense in excess of fair value of modified liability awards
|
—
|
|
|
2,915
|
|
|
—
|
|
|
—
|
|
|
2,915
|
|
|
—
|
|
|
2,915
|
|
||||||
Activity in company stock plans, net and other
|
703
|
|
|
3,443
|
|
|
—
|
|
|
—
|
|
|
3,443
|
|
|
—
|
|
|
3,443
|
|
||||||
Excess tax from stock-based compensation
|
—
|
|
|
(703
|
)
|
|
—
|
|
|
—
|
|
|
(703
|
)
|
|
—
|
|
|
(703
|
)
|
||||||
Balance, December 31, 2015
|
106,289
|
|
|
$
|
945,565
|
|
|
$
|
404,299
|
|
|
$
|
(70,901
|
)
|
|
$
|
1,278,963
|
|
|
$
|
—
|
|
|
$
|
1,278,963
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss), including noncontrolling interests
|
$
|
(376,980
|
)
|
|
$
|
195,550
|
|
|
$
|
113,049
|
|
Adjustments to reconcile net income (loss), including noncontrolling interests, to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
(1,073
|
)
|
|||
Depreciation and amortization
|
120,401
|
|
|
109,345
|
|
|
98,535
|
|
|||
Non-cash impairment charges
|
361,409
|
|
|
—
|
|
|
—
|
|
|||
Amortization of deferred financing costs
|
5,664
|
|
|
4,870
|
|
|
5,187
|
|
|||
Stock-based compensation expense
|
6,543
|
|
|
3,133
|
|
|
8,307
|
|
|||
Amortization of debt discount
|
5,957
|
|
|
5,596
|
|
|
5,172
|
|
|||
Deferred income taxes
|
(103,022
|
)
|
|
23,154
|
|
|
(24,937
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
(68
|
)
|
|
(219
|
)
|
|||
Equity in losses of investments
|
124,345
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposition of assets, net
|
(92
|
)
|
|
(10,240
|
)
|
|
(14,727
|
)
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
12,100
|
|
|||
Unrealized losses and ineffectiveness on derivative contracts, net
|
18,281
|
|
|
1,320
|
|
|
77
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
36,354
|
|
|
43,963
|
|
|
(3,320
|
)
|
|||
Other current assets
|
7,956
|
|
|
(6,461
|
)
|
|
14,277
|
|
|||
Income tax payable
|
(7,464
|
)
|
|
9,088
|
|
|
(56,164
|
)
|
|||
Accounts payable and accrued liabilities
|
(63,817
|
)
|
|
12,841
|
|
|
(32,045
|
)
|
|||
Oil and gas asset retirement costs
|
—
|
|
|
(1,024
|
)
|
|
(10,334
|
)
|
|||
Other non-current, net
|
(24,730
|
)
|
|
(31,582
|
)
|
|
(9,024
|
)
|
|||
Net cash provided by operating activities
|
110,805
|
|
|
359,485
|
|
|
104,861
|
|
|||
Net cash used in discontinued operations
|
—
|
|
|
—
|
|
|
(30,503
|
)
|
|||
Net cash provided by operating activities
|
110,805
|
|
|
359,485
|
|
|
74,358
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(320,311
|
)
|
|
(336,912
|
)
|
|
(324,426
|
)
|
|||
Distributions from equity investments, net of earnings
|
7,000
|
|
|
7,911
|
|
|
9,295
|
|
|||
Proceeds from sale of assets
|
17,592
|
|
|
13,574
|
|
|
189,054
|
|
|||
Acquisition of noncontrolling interests
|
—
|
|
|
(20,085
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
(295,719
|
)
|
|
(335,512
|
)
|
|
(126,077
|
)
|
|||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
582,965
|
|
|||
Net cash provided by (used in) investing activities
|
(295,719
|
)
|
|
(335,512
|
)
|
|
456,888
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Early extinguishment of Senior Unsecured Notes
|
—
|
|
|
—
|
|
|
(281,490
|
)
|
|||
Borrowings under revolving credit facility
|
—
|
|
|
—
|
|
|
47,617
|
|
|||
Repayment of revolving credit facility
|
—
|
|
|
—
|
|
|
(147,617
|
)
|
|||
Repurchase of Convertible Senior Notes due 2025
|
—
|
|
|
—
|
|
|
(3,487
|
)
|
|||
Proceeds from Nordea Q5000 Loan
|
250,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of Nordea Q5000 Loan
|
(17,857
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from Term Loan
|
—
|
|
|
—
|
|
|
300,000
|
|
|||
Repayment of term loans
|
(22,500
|
)
|
|
(15,000
|
)
|
|
(374,681
|
)
|
|||
Repayment of MARAD borrowings
|
(5,644
|
)
|
|
(5,376
|
)
|
|
(5,120
|
)
|
|||
Deferred financing costs
|
(1,737
|
)
|
|
(3,586
|
)
|
|
(10,954
|
)
|
|||
Distributions to noncontrolling interests
|
—
|
|
|
(1,018
|
)
|
|
(4,097
|
)
|
|||
Repurchases of common stock
|
(1,121
|
)
|
|
(8,382
|
)
|
|
(11,256
|
)
|
|||
Excess tax benefit from stock-based compensation
|
—
|
|
|
68
|
|
|
219
|
|
|||
Exercise of stock options, net and other
|
—
|
|
|
—
|
|
|
734
|
|
|||
Proceeds from issuance of ESPP shares
|
3,484
|
|
|
3,223
|
|
|
2,711
|
|
|||
Net cash provided by (used in) financing activities
|
204,625
|
|
|
(30,071
|
)
|
|
(487,421
|
)
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
(2,011
|
)
|
|
4,390
|
|
|
(2,725
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
17,700
|
|
|
(1,708
|
)
|
|
41,100
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
476,492
|
|
|
478,200
|
|
|
437,100
|
|
|||
Balance, end of year
|
$
|
494,192
|
|
|
$
|
476,492
|
|
|
$
|
478,200
|
|
•
|
the customer provides specifications for the provision of services;
|
•
|
we can reasonably estimate our progress towards completion and our costs;
|
•
|
the contract includes provisions for enforceable rights regarding the goods or services to be provided, consideration to be received, and the manner and terms of payment;
|
•
|
the customer can be expected to satisfy its obligations under the contract; and
|
•
|
we can be expected to perform our contractual obligations.
|
•
|
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.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Note receivable (Note 4)
|
$
|
10,000
|
|
|
$
|
17,500
|
|
Other receivables
|
426
|
|
|
423
|
|
||
Prepaid insurance
|
5,433
|
|
|
6,582
|
|
||
Other prepaids
|
10,751
|
|
|
15,541
|
|
||
Spare parts inventory
|
4,985
|
|
|
1,857
|
|
||
Value added tax receivable
|
7,842
|
|
|
9,326
|
|
||
Other
|
81
|
|
|
72
|
|
||
Total other current assets
|
$
|
39,518
|
|
|
$
|
51,301
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Note receivable (Note 4)
|
$
|
—
|
|
|
$
|
10,000
|
|
Deferred dry dock expenses, net (Note 2)
|
19,615
|
|
|
11,631
|
|
||
Deferred financing costs, net (Note 7)
|
19,856
|
|
|
23,399
|
|
||
Intangible assets with finite lives, net
|
781
|
|
|
696
|
|
||
Charter fee deposit (Note 14)
|
12,544
|
|
|
12,544
|
|
||
Other
|
805
|
|
|
1,002
|
|
||
Total other assets, net
|
$
|
53,601
|
|
|
$
|
59,272
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Accrued payroll and related benefits
|
$
|
14,775
|
|
|
$
|
61,246
|
|
Current asset retirement obligations
|
553
|
|
|
575
|
|
||
Unearned revenue
|
12,841
|
|
|
11,461
|
|
||
Accrued interest
|
4,854
|
|
|
4,221
|
|
||
Derivative liability (Note 18)
|
23,192
|
|
|
13,222
|
|
||
Taxes payable excluding income tax payable
|
8,136
|
|
|
6,236
|
|
||
Other
|
7,290
|
|
|
7,962
|
|
||
Total accrued liabilities
|
$
|
71,641
|
|
|
$
|
104,923
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Loss in excess of equity investment (Note 5)
|
$
|
8,308
|
|
|
$
|
—
|
|
Derivative liability (Note 18)
|
39,709
|
|
|
37,767
|
|
||
Other
|
3,398
|
|
|
341
|
|
||
Total other non-current liabilities
|
$
|
51,415
|
|
|
$
|
38,108
|
|
|
|
|
December 31,
|
||||||
|
Estimated Useful Life
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
|
||||
Vessels
|
15 to 30 years
|
|
$
|
1,944,753
|
|
|
$
|
1,657,448
|
|
ROVs, trenchers and ROVDrills
|
10 years
|
|
311,971
|
|
|
310,841
|
|
||
Machinery, equipment, buildings and leasehold improvements
|
5 to 30 years
|
|
288,133
|
|
|
273,155
|
|
||
Total property and equipment
|
|
|
$
|
2,544,857
|
|
|
$
|
2,241,444
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Revenues
|
$
|
14,791
|
|
|
$
|
23,284
|
|
|
$
|
32,943
|
|
Operating income (loss)
|
(448,138
|
)
|
|
411
|
|
|
10,058
|
|
|||
Net income (loss)
|
(448,138
|
)
|
|
411
|
|
|
10,058
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Current assets
|
$
|
3,181
|
|
|
$
|
7,898
|
|
Non-current assets
|
70,812
|
|
|
475,789
|
|
||
Current liabilities
|
180
|
|
|
50
|
|
||
Non-current liabilities
|
62,951
|
|
|
5,237
|
|
|
Well
Intervention
|
|
Robotics
|
|
Total
|
||||||
Balance at December 31, 2013
|
$
|
18,123
|
|
|
$
|
45,107
|
|
|
$
|
63,230
|
|
Other adjustments
(1)
|
(1,084
|
)
|
|
—
|
|
|
(1,084
|
)
|
|||
Balance at December 31, 2014
|
17,039
|
|
|
45,107
|
|
|
62,146
|
|
|||
Impairment loss
|
(16,399
|
)
|
|
—
|
|
|
(16,399
|
)
|
|||
Other adjustments
(1)
|
(640
|
)
|
|
—
|
|
|
(640
|
)
|
|||
Balance at December 31, 2015
|
$
|
—
|
|
|
$
|
45,107
|
|
|
$
|
45,107
|
|
(1)
|
Reflects foreign currency adjustment related to the goodwill of our U.K. well intervention reporting unit.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Term Loan (matures June 2018)
|
$
|
255,000
|
|
|
$
|
277,500
|
|
2032 Notes (mature March 2032)
|
200,000
|
|
|
200,000
|
|
||
MARAD Debt (matures February 2027)
|
89,148
|
|
|
94,792
|
|
||
Nordea Q5000 Loan (matures April 2020)
|
232,143
|
|
|
—
|
|
||
Unamortized debt discount
|
(14,963
|
)
|
|
(20,920
|
)
|
||
Total debt
|
761,328
|
|
|
551,372
|
|
||
Less current maturities
|
(71,640
|
)
|
|
(28,144
|
)
|
||
Long-term debt
|
$
|
689,688
|
|
|
$
|
523,228
|
|
|
Maximum Consolidated Leverage Ratio
|
||||||
Four Fiscal Quarters Ending
|
May 2015 Amendment
|
|
February 2016 Amendment
|
||||
|
|
|
|
|
|||
June 30, 2015
|
4.00
|
|
to 1.00
|
|
—
|
||
September 30, 2015 through and including March 31, 2016
|
4.50
|
|
to 1.00
|
|
5.50
|
|
to 1.00
|
June 30, 2016
|
4.50
|
|
to 1.00
|
|
5.25
|
|
to 1.00
|
September 30, 2016 through and including December 31, 2016
|
4.50
|
|
to 1.00
|
|
5.00
|
|
to 1.00
|
March 31, 2017
|
4.00
|
|
to 1.00
|
|
4.75
|
|
to 1.00
|
June 30, 2017
|
3.50
|
|
to 1.00
|
|
4.25
|
|
to 1.00
|
September 30, 2017
|
3.50
|
|
to 1.00
|
|
3.75
|
|
to 1.00
|
December 31, 2017 and each fiscal quarter thereafter
|
3.50
|
|
to 1.00
|
|
3.50
|
|
to 1.00
|
(a)
|
The revolving credit facility commitment under the Credit Agreement decreased from
$600 million
to
$400 million
.
|
(b)
|
The minimum permitted Consolidated Interest Coverage Ratio was revised as follows:
|
Four Fiscal Quarters Ending
|
Minimum Consolidated
Interest Coverage Ratio
|
||
|
|
|
|
March 31, 2016 through and including September 30, 2016
|
2.50
|
|
to 1.00
|
December 31, 2016 through and including March 31, 2017
|
2.75
|
|
to 1.00
|
June 30, 2017 and each fiscal quarter thereafter
|
3.00
|
|
to 1.00
|
(c)
|
We are required to maintain minimum cash balances based on Consolidated Leverage Ratio as follows:
|
Consolidated Leverage Ratio
|
Minimum Cash
|
|
|
|
|
Greater than or equal to 4.50x
|
$150,000,000.00
|
|
Greater than or equal to 4.00x but less than 4.50x
|
$100,000,000.00
|
|
Greater than or equal to 3.50x but less than 4.00x
|
$50,000,000.00
|
|
Less than 3.50x
|
$0.00
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Term Loan (matures June 2018)
|
$
|
3,638
|
|
|
$
|
(1,819
|
)
|
|
$
|
1,819
|
|
|
$
|
3,638
|
|
|
$
|
(1,091
|
)
|
|
$
|
2,547
|
|
Revolving Credit Facility (matures June 2018)
|
14,787
|
|
|
(6,924
|
)
|
|
7,863
|
|
|
13,275
|
|
|
(3,982
|
)
|
|
9,293
|
|
||||||
2032 Notes (mature March 2032)
|
3,759
|
|
|
(2,377
|
)
|
|
1,382
|
|
|
3,759
|
|
|
(1,763
|
)
|
|
1,996
|
|
||||||
MARAD Debt (matures February 2027)
|
12,200
|
|
|
(6,711
|
)
|
|
5,489
|
|
|
12,200
|
|
|
(6,223
|
)
|
|
5,977
|
|
||||||
Nordea Q5000 Loan (matures April 2020)
|
3,811
|
|
|
(508
|
)
|
|
3,303
|
|
|
3,586
|
|
|
—
|
|
|
3,586
|
|
||||||
Total deferred financing costs
|
$
|
38,195
|
|
|
$
|
(18,339
|
)
|
|
$
|
19,856
|
|
|
$
|
36,458
|
|
|
$
|
(13,059
|
)
|
|
$
|
23,399
|
|
|
Term
Loan
|
|
2032
Notes
(1)
|
|
MARAD
Debt
|
|
Nordea Q5000 Loan
|
|
Total
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Less than one year
|
$
|
30,000
|
|
|
$
|
—
|
|
|
$
|
5,926
|
|
|
$
|
35,714
|
|
|
$
|
71,640
|
|
One to two years
|
30,000
|
|
|
—
|
|
|
6,222
|
|
|
35,715
|
|
|
71,937
|
|
|||||
Two to three years
|
195,000
|
|
|
—
|
|
|
6,532
|
|
|
35,714
|
|
|
237,246
|
|
|||||
Three to four years
|
—
|
|
|
—
|
|
|
6,858
|
|
|
35,714
|
|
|
42,572
|
|
|||||
Four to five years
|
—
|
|
|
—
|
|
|
7,200
|
|
|
89,286
|
|
|
96,486
|
|
|||||
Over five years
|
—
|
|
|
200,000
|
|
|
56,410
|
|
|
—
|
|
|
256,410
|
|
|||||
Total debt
|
255,000
|
|
|
200,000
|
|
|
89,148
|
|
|
232,143
|
|
|
776,291
|
|
|||||
Current maturities
|
(30,000
|
)
|
|
—
|
|
|
(5,926
|
)
|
|
(35,714
|
)
|
|
(71,640
|
)
|
|||||
Long-term debt, less current maturities
|
225,000
|
|
|
200,000
|
|
|
83,222
|
|
|
196,429
|
|
|
704,651
|
|
|||||
Unamortized debt discount
(2)
|
—
|
|
|
(14,963
|
)
|
|
—
|
|
|
—
|
|
|
(14,963
|
)
|
|||||
Long-term debt
|
$
|
225,000
|
|
|
$
|
185,037
|
|
|
$
|
83,222
|
|
|
$
|
196,429
|
|
|
$
|
689,688
|
|
(1)
|
Beginning in March 2018, the holders of the 2032 Notes may require us to repurchase these notes or we may at our option elect to repurchase these notes. The notes will mature in
March 2032
.
|
(2)
|
The 2032 Notes will increase to their face amount through accretion of non-cash interest charges through March 2018.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Interest expense
(1)
|
$
|
40,024
|
|
|
$
|
33,064
|
|
|
$
|
44,484
|
|
Interest income
|
(2,068
|
)
|
|
(4,786
|
)
|
|
(1,167
|
)
|
|||
Capitalized interest
|
(11,042
|
)
|
|
(10,419
|
)
|
|
(10,419
|
)
|
|||
Net interest expense
|
$
|
26,914
|
|
|
$
|
17,859
|
|
|
$
|
32,898
|
|
(1)
|
Interest expense of
$2.8 million
was allocated to ERT during the year ended December 31, 2013 and is included in discontinued operations. Following the sale of ERT in February 2013, we ceased allocating interest expense to ERT, which then constituted a discontinued operation.
|
Domestic
|
$
|
(102,978
|
)
|
|
$
|
29,613
|
|
|
$
|
11,615
|
|
Foreign
|
1,788
|
|
|
37,358
|
|
|
19,997
|
|
|||
|
$
|
(101,190
|
)
|
|
$
|
66,971
|
|
|
$
|
31,612
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
173,863
|
|
|
$
|
211,903
|
|
Original Issue Discount on 2032 Notes
|
17,957
|
|
|
16,269
|
|
||
Equity investments in production facilities
|
8,029
|
|
|
50,685
|
|
||
Prepaid and other
|
1,883
|
|
|
4,211
|
|
||
Total deferred tax liabilities
|
$
|
201,732
|
|
|
$
|
283,068
|
|
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
(23,595
|
)
|
|
$
|
(23,076
|
)
|
Reserves, accrued liabilities and other
|
(52,672
|
)
|
|
(53,973
|
)
|
||
Total deferred tax assets
|
(76,267
|
)
|
|
(77,049
|
)
|
||
Valuation allowance
|
1,936
|
|
|
23,076
|
|
||
Net deferred tax liabilities
|
$
|
127,401
|
|
|
$
|
229,095
|
|
Deferred income tax is presented as:
|
|
|
|
||||
Current deferred tax assets
|
(53,573
|
)
|
|
(31,180
|
)
|
||
Non-current deferred tax liabilities
|
180,974
|
|
|
260,275
|
|
||
Net deferred tax liabilities
|
$
|
127,401
|
|
|
$
|
229,095
|
|
|
2014
|
|
2013
|
||||
|
|
|
|
||||
Balance at January 1,
|
$
|
4,723
|
|
|
$
|
4,506
|
|
Additions for tax positions of prior years
|
—
|
|
|
217
|
|
||
Reductions for tax positions of prior years
|
(4,723
|
)
|
|
—
|
|
||
Balance at December 31,
|
$
|
—
|
|
|
$
|
4,723
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Cumulative foreign currency translation adjustment
|
$
|
(43,010
|
)
|
|
$
|
(30,161
|
)
|
Unrealized loss on hedges, net
(1)
|
(27,891
|
)
|
|
(32,091
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(70,901
|
)
|
|
$
|
(62,252
|
)
|
(1)
|
Amounts relate to foreign currency hedges for the
Grand Canyon
, the
Grand Canyon II
and the
Grand Canyon III
charters as well as interest rate swap contracts for the Term Loan and the Nordea Q5000 Loan, and are net of deferred income taxes totaling
$15.1 million
and
$17.3 million
as of
December 31, 2015
and
2014
, respectively (Note 18).
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Income
|
|
Shares
|
|
Income
|
|
Shares
|
|
Income
|
|
Shares
|
|||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) applicable to common shareholders
|
$
|
(376,980
|
)
|
|
|
|
$
|
195,047
|
|
|
|
|
$
|
109,922
|
|
|
|
|||
Less: Income from discontinued operations, net of tax
|
—
|
|
|
|
|
—
|
|
|
|
|
(1,073
|
)
|
|
|
||||||
Net income (loss) from continuing operations
|
(376,980
|
)
|
|
|
|
195,047
|
|
|
|
|
108,849
|
|
|
|
||||||
Less: Undistributed income allocable to participating securities – continuing operations
|
—
|
|
|
|
|
(1,018
|
)
|
|
|
|
(801
|
)
|
|
|
||||||
Net income (loss) applicable to common shareholders – continuing operations
|
$
|
(376,980
|
)
|
|
105,416
|
|
|
$
|
194,029
|
|
|
105,029
|
|
|
$
|
108,048
|
|
|
105,032
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
1,073
|
|
|
|
|||
Less: Undistributed income allocable to participating securities – discontinued operations
|
—
|
|
|
|
|
—
|
|
|
|
|
(8
|
)
|
|
|
||||||
Net income applicable to common shareholders – discontinued operations
|
$
|
—
|
|
|
105,416
|
|
|
$
|
—
|
|
|
105,029
|
|
|
$
|
1,065
|
|
|
105,032
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss) applicable to common shareholders – continuing operations
|
$
|
(376,980
|
)
|
|
105,416
|
|
|
$
|
194,029
|
|
|
105,029
|
|
|
$
|
108,048
|
|
|
105,032
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Share-based awards other than participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
152
|
|
|||
Undistributed income reallocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|||
Net income (loss) applicable to common shareholders – continuing operations
|
$
|
(376,980
|
)
|
|
105,416
|
|
|
$
|
194,029
|
|
|
105,045
|
|
|
$
|
108,049
|
|
|
105,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from discontinued operations, net of tax
|
$
|
—
|
|
|
105,416
|
|
|
$
|
—
|
|
|
105,045
|
|
|
$
|
1,073
|
|
|
105,184
|
|
|
2015
|
|
|
|
|
Diluted shares (as reported)
|
105,416
|
|
Share-based awards
|
59
|
|
Total
|
105,475
|
|
Date of Grant
|
|
|
Shares
|
|
|
|
Grant Date
Fair Value
Per Share
|
|
|
Vesting Period
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
January 2, 2015
(1)
|
|
|
289,163
|
|
|
|
|
$
|
21.70
|
|
|
|
33% per year over three years
|
January 2, 2015
(2)
|
|
|
289,163
|
|
|
|
|
$
|
25.06
|
|
|
|
100% on January 1, 2018
|
January 5, 2015
(3)
|
|
|
3,946
|
|
|
|
|
$
|
21.66
|
|
|
|
100% on January 1, 2017
|
January 12, 2015
(1)
|
|
|
3,866
|
|
|
|
|
$
|
19.40
|
|
|
|
33% per year over three years
|
January 12, 2015
(2)
|
|
|
3,866
|
|
|
|
|
$
|
25.06
|
|
|
|
100% on January 11, 2018
|
February 1, 2015
(1)
|
|
|
2,664
|
|
|
|
|
$
|
18.77
|
|
|
|
33% per year over three years
|
February 1, 2015
(2)
|
|
|
2,664
|
|
|
|
|
$
|
25.06
|
|
|
|
100% on January 31, 2018
|
April 1, 2015
(3)
|
|
|
6,476
|
|
|
|
|
$
|
14.96
|
|
|
|
100% on January 1, 2017
|
July 1, 2015
(3)
|
|
|
6,631
|
|
|
|
|
$
|
12.63
|
|
|
|
100% on January 1, 2017
|
October 1, 2015
(3)
|
|
|
17,876
|
|
|
|
|
$
|
4.79
|
|
|
|
100% on January 1, 2017
|
December 3, 2015
(4)
|
|
|
170,454
|
|
|
|
|
$
|
6.16
|
|
|
|
33% per year over three years
|
(1)
|
Reflects the grant of restricted stock to our executive officers and select management employees.
|
(2)
|
Reflects the grant of PSUs to our executive officers and select management employees.
|
(3)
|
Reflects the grant of restricted stock to certain independent members of our Board of Directors who have made an election to take their quarterly fees in stock in lieu of cash.
|
(4)
|
Reflects annual equity grants to each independent member of our Board of Directors.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Shares
|
|
Grant Date
Fair Value
(1)
|
|
Shares
|
|
Grant Date
Fair Value
(1)
|
|
Shares
|
|
Grant Date
Fair Value
(1)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Awards outstanding at beginning of year
|
554,960
|
|
|
$
|
17.54
|
|
|
771,942
|
|
|
$
|
13.62
|
|
|
1,191,402
|
|
|
$
|
14.14
|
|
Granted
|
501,076
|
|
|
15.57
|
|
|
139,455
|
|
|
23.22
|
|
|
168,468
|
|
|
21.63
|
|
|||
Vested
(2) (3)
|
(332,223
|
)
|
|
16.44
|
|
|
(356,437
|
)
|
|
11.27
|
|
|
(502,022
|
)
|
|
17.50
|
|
|||
Forfeited
|
(62,689
|
)
|
|
20.93
|
|
|
—
|
|
|
—
|
|
|
(85,906
|
)
|
|
13.79
|
|
|||
Awards outstanding at end of year
(3)
|
661,124
|
|
|
$
|
16.28
|
|
|
554,960
|
|
|
$
|
17.54
|
|
|
771,942
|
|
|
$
|
13.62
|
|
(1)
|
Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant.
|
(2)
|
Total fair value of restricted stock and RSUs that vested during the years ended
December 31, 2015
,
2014
and
2013
was
$5.1 million
,
$8.2 million
and
$11.0 million
, respectively.
|
(3)
|
The vested and year-end amounts in 2014 each include
33,760
shares of RSUs with the grant date fair value of
$15.80
per share. In December 2013, management elected to pay out the January 2014 vesting of these RSUs in cash. As a result, we recorded a
$1.3 million
liability associated with these RSUs at December 31, 2013 and an additional liability of
$0.2 million
during 2014. We paid
$0.8 million
of this liability in January 2014 and
$0.7 million
in January 2015.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
373,301
|
|
|
$
|
667,849
|
|
|
$
|
452,452
|
|
Robotics
|
301,026
|
|
|
420,224
|
|
|
333,246
|
|
|||
Production Facilities
|
75,948
|
|
|
93,175
|
|
|
88,149
|
|
|||
Subsea Construction
|
—
|
|
|
358
|
|
|
71,321
|
|
|||
Intercompany elimination
|
(54,473
|
)
|
|
(74,450
|
)
|
|
(68,607
|
)
|
|||
Total
|
$
|
695,802
|
|
|
$
|
1,107,156
|
|
|
$
|
876,561
|
|
Net interest expense —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
(102
|
)
|
|
$
|
(252
|
)
|
|
$
|
(128
|
)
|
Robotics
|
29
|
|
|
(5
|
)
|
|
19
|
|
|||
Production Facilities
|
385
|
|
|
384
|
|
|
380
|
|
|||
Corporate and eliminations
(4)
|
26,602
|
|
|
17,732
|
|
|
32,627
|
|
|||
Total
|
$
|
26,914
|
|
|
$
|
17,859
|
|
|
$
|
32,898
|
|
|
|
|
|
|
|
||||||
Equity in earnings (losses) of investments
|
$
|
(124,345
|
)
|
|
$
|
879
|
|
|
$
|
2,965
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Identifiable assets —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
1,492,901
|
|
|
$
|
1,470,349
|
|
|
$
|
1,245,229
|
|
Robotics
|
274,926
|
|
|
299,701
|
|
|
282,373
|
|
|||
Production Facilities
|
182,007
|
|
|
459,427
|
|
|
495,829
|
|
|||
Subsea Construction
|
10,027
|
|
|
27,547
|
|
|
38,054
|
|
|||
Corporate and other
|
452,091
|
|
|
443,674
|
|
|
482,795
|
|
|||
Total
|
$
|
2,411,952
|
|
|
$
|
2,700,698
|
|
|
$
|
2,544,280
|
|
Capital expenditures —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
307,879
|
|
|
$
|
283,635
|
|
|
$
|
283,132
|
|
Robotics
|
10,700
|
|
|
51,348
|
|
|
39,655
|
|
|||
Production Facilities
|
1,867
|
|
|
869
|
|
|
1,252
|
|
|||
Corporate and other
|
(135
|
)
|
|
1,060
|
|
|
387
|
|
|||
Total
|
$
|
320,311
|
|
|
$
|
336,912
|
|
|
$
|
324,426
|
|
(1)
|
Amount in 2015 includes impairment charges of
$205.2 million
for the
Helix 534
and
$6.3 million
for certain capitalized vessel project costs and a
$16.4 million
impairment charge on goodwill related to our U.K. well intervention reporting unit.
|
(2)
|
Amount in 2015 includes a
$133.4 million
impairment charge for the
HP I
.
|
(3)
|
Amount in 2014 includes the
$10.5 million
gain on the sale of our Ingleside spoolbase in January 2014. Amount in 2013 includes the
$1.1 million
loss on the sale of the
Caesar
in June 2013 and the
$15.6 million
gain on the sale of the
Express
in July 2013.
|
(4)
|
Amount in 2014 includes
$16.9 million
of income with
$7.2 million
from an insurance reimbursement related to asset retirement work previously performed and the remaining income associated with our overriding royalty interests in ERT’s Wang well, which commenced production in April 2013. Amount in 2013 includes the
$12.1 million
loss on early extinguishment of debt.
|
(5)
|
Amount in 2015 includes unrealized losses totaling
$18.3 million
on our foreign currency exchange contracts associated with the
Grand Canyon
,
Grand Canyon II
and
Grand Canyon III
chartered vessels.
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
22,855
|
|
|
$
|
29,875
|
|
|
$
|
22,448
|
|
Robotics
|
31,618
|
|
|
44,575
|
|
|
41,169
|
|
|||
Production Facilities
|
—
|
|
|
—
|
|
|
4,673
|
|
|||
Subsea Construction
|
—
|
|
|
—
|
|
|
317
|
|
|||
Total
|
$
|
54,473
|
|
|
$
|
74,450
|
|
|
$
|
68,607
|
|
(1)
|
Includes revenues of
$187.7 million
,
$362.7 million
and
$327.1 million
, respectively, which were from the U.K.
|
(1)
|
Primarily includes vessels under construction.
|
|
Vessels
|
|
Facilities
and Other
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
2016
|
$
|
144,389
|
|
|
$
|
4,973
|
|
|
$
|
149,362
|
|
2017
|
160,215
|
|
|
4,805
|
|
|
165,020
|
|
|||
2018
|
126,890
|
|
|
4,441
|
|
|
131,331
|
|
|||
2019
|
122,004
|
|
|
4,460
|
|
|
126,464
|
|
|||
2020
|
107,484
|
|
|
4,041
|
|
|
111,525
|
|
|||
Thereafter
|
199,867
|
|
|
16,706
|
|
|
216,573
|
|
|||
Total lease commitments
|
$
|
860,849
|
|
|
$
|
39,426
|
|
|
$
|
900,275
|
|
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Interest paid, net of interest capitalized
|
$
|
14,555
|
|
|
$
|
11,628
|
|
|
$
|
39,040
|
|
Income taxes paid
|
$
|
16,905
|
|
|
$
|
70,509
|
|
|
$
|
113,331
|
|
|
Allowance
for
Uncollectible
Accounts
|
|
Deferred
Tax Asset
Valuation
Allowance
|
||||
|
|
|
|
||||
Balance at December 31, 2012
|
$
|
5,152
|
|
|
$
|
16,391
|
|
Additions
(1)
|
2,236
|
|
|
—
|
|
||
Adjustments
(2) (3)
|
(5,154
|
)
|
|
6,469
|
|
||
Balance at December 31, 2013
|
2,234
|
|
|
22,860
|
|
||
Additions
(1)
|
5,331
|
|
|
—
|
|
||
Deductions
(4)
|
(2,830
|
)
|
|
—
|
|
||
Adjustments
|
—
|
|
|
216
|
|
||
Balance at December 31, 2014
|
4,735
|
|
|
23,076
|
|
||
Additions
(1)
|
3,275
|
|
|
—
|
|
||
Deductions
(4)
|
(7,660
|
)
|
|
—
|
|
||
Adjustments
(5)
|
—
|
|
|
(21,140
|
)
|
||
Balance at December 31, 2015
|
$
|
350
|
|
|
$
|
1,936
|
|
(1)
|
The increase in allowance for uncollectible accounts primarily reflects charges associated with the provision for uncertain collection of a portion of our existing trade receivables related to our Robotics segment.
|
(2)
|
The decrease in allowance for uncollectible accounts primarily reflects the reversal of a
$4.0 million
allowance against our trade receivables for work performed offshore India in 2007 as we collected the previously adjusted receivable balance pursuant to a settlement agreement.
|
(3)
|
The increase in valuation allowance includes
$6.5 million
related to our net operating losses generated in Australia.
|
(4)
|
The decrease in allowance for uncollectible accounts reflects the write-offs of trade receivables that are either settled or deemed uncollectible.
|
(5)
|
The decrease in valuation allowance primarily reflects a
$20.6 million
reduction related to the loss of deferred tax assets for net operating losses within our Australian subsidiaries.
|
(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).
|
|
Fair Value Measurements at
December 31, 2015 Using |
|
|
|
Valuation
Technique
|
||||||||||||
|
Level 1
|
|
Level 2
(1)
|
|
Level 3
|
|
Total
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
413
|
|
|
$
|
—
|
|
|
$
|
413
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
61,427
|
|
|
—
|
|
|
61,427
|
|
|
(c)
|
||||
Interest rate swaps
|
—
|
|
|
1,473
|
|
|
—
|
|
|
1,473
|
|
|
(c)
|
||||
Total net liability
|
$
|
—
|
|
|
$
|
62,487
|
|
|
$
|
—
|
|
|
$
|
62,487
|
|
|
|
|
Fair Value Measurements at
December 31, 2014 Using |
|
|
|
Valuation
Technique
|
||||||||||||
|
Level 1
|
|
Level 2
(1)
|
|
Level 3
|
|
Total
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
—
|
|
|
369
|
|
|
—
|
|
|
369
|
|
|
(c)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
50,428
|
|
|
—
|
|
|
50,428
|
|
|
(c)
|
||||
Interest rate swaps
|
—
|
|
|
561
|
|
|
—
|
|
|
561
|
|
|
(c)
|
||||
Total net liability
|
$
|
—
|
|
|
$
|
50,620
|
|
|
$
|
—
|
|
|
$
|
50,620
|
|
|
|
(1)
|
Unless otherwise indicated, the fair value of our Level 2 derivative instruments reflects our best estimate and is based upon exchange or over-the-counter quotations whenever they are available. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, we utilize other valuation techniques or models to estimate market values. These modeling techniques require us to make estimations of future prices, price correlation and market volatility and liquidity based on market data. Our actual results may differ from our estimates, and these differences could be positive or negative. See Note 18 for further discussion on fair value of our derivative instruments.
|
|
December 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Carrying
Value
|
|
Fair
Value
(2)
|
|
Carrying
Value
|
|
Fair
Value
(2)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Term Loan (matures June 2018)
|
$
|
255,000
|
|
|
$
|
248,467
|
|
|
$
|
277,500
|
|
|
$
|
270,563
|
|
Nordea Q5000 Loan (matures April 2020)
|
232,143
|
|
|
221,553
|
|
|
—
|
|
|
—
|
|
||||
MARAD Debt (matures February 2027)
|
89,148
|
|
|
104,897
|
|
|
94,792
|
|
|
104,830
|
|
||||
2032 Notes (mature March 2032)
(1)
|
200,000
|
|
|
150,250
|
|
|
200,000
|
|
|
222,900
|
|
||||
Total debt
|
$
|
776,291
|
|
|
$
|
725,167
|
|
|
$
|
572,292
|
|
|
$
|
598,293
|
|
(1)
|
Carrying amount excludes the related unamortized debt discount of
$15.0 million
and
$20.9 million
at
December 31, 2015
and
2014
, respectively.
|
(2)
|
The estimated fair value of the 2032 Notes was determined using Level 1 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. The fair value of the Term Loan, the Nordea Q5000 Loan and the MARAD Debt 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.
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Asset Derivatives:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other assets, net
|
|
$
|
413
|
|
|
Other assets, net
|
|
$
|
369
|
|
|
|
|
$
|
413
|
|
|
|
|
$
|
369
|
|
|
|
|
|
|
|
|
|
||||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
14,955
|
|
|
Accrued liabilities
|
|
$
|
12,661
|
|
Interest rate swaps
|
Accrued liabilities
|
|
1,473
|
|
|
Accrued liabilities
|
|
561
|
|
||
Foreign exchange contracts
|
Other non-current liabilities
|
|
28,458
|
|
|
Other non-current liabilities
|
|
37,767
|
|
||
|
|
|
$
|
44,886
|
|
|
|
|
$
|
50,989
|
|
|
December 31,
|
||||||||||
|
2015
|
|
2014
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Liability Derivatives:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
6,763
|
|
|
Accrued liabilities
|
|
$
|
—
|
|
Foreign exchange contracts
|
Other non-current liabilities
|
|
11,251
|
|
|
Other non-current liabilities
|
|
—
|
|
||
|
|
|
$
|
18,014
|
|
|
|
|
$
|
—
|
|
|
Gain (Loss) Recognized in OCI
on Derivatives, Net of Tax
(Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
4,734
|
|
|
$
|
(22,170
|
)
|
|
$
|
(9,796
|
)
|
Interest rate swaps
|
(534
|
)
|
|
70
|
|
|
(195
|
)
|
|||
|
$
|
4,200
|
|
|
$
|
(22,100
|
)
|
|
$
|
(9,991
|
)
|
|
Location of Loss
Reclassified from
Accumulated OCI
into Earnings
|
|
Loss Reclassified from
Accumulated OCI into Earnings
(Effective Portion)
|
||||||||||
|
|
Year Ended December 31,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
Cost of sales
|
|
$
|
(11,516
|
)
|
|
$
|
(2,507
|
)
|
|
$
|
(1,324
|
)
|
Interest rate swaps
|
Net interest expense
|
|
(2,143
|
)
|
|
(858
|
)
|
|
(152
|
)
|
|||
|
|
|
$
|
(13,659
|
)
|
|
$
|
(3,365
|
)
|
|
$
|
(1,476
|
)
|
|
Location of Gain (Loss)
Recognized in Earnings
on Derivatives
|
|
Gain (Loss) Recognized
in Earnings on Derivatives
|
||||||||||
|
|
Year Ended December 31,
|
|||||||||||
|
|
2015
|
|
2014
|
|
2013
|
|||||||
|
|
|
|
|
|
|
|
||||||
Oil and gas commodity contracts
|
Loss on commodity derivative contracts
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(14,113
|
)
|
Interest rate swaps
|
Other income (expense), net
|
|
—
|
|
|
—
|
|
|
(86
|
)
|
|||
Foreign exchange contracts
|
Other income (expense), net
|
|
(18,014
|
)
|
|
7
|
|
|
(630
|
)
|
|||
|
|
|
$
|
(18,014
|
)
|
|
$
|
7
|
|
|
$
|
(14,829
|
)
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
189,641
|
|
|
$
|
166,016
|
|
|
$
|
182,462
|
|
|
$
|
157,683
|
|
Gross profit (loss)
(1)
|
$
|
34,947
|
|
|
$
|
24,208
|
|
|
$
|
31,969
|
|
|
$
|
(324,898
|
)
|
Net income (loss) applicable to common shareholders
(2)
|
$
|
19,642
|
|
|
$
|
(2,635
|
)
|
|
$
|
9,880
|
|
|
$
|
(403,867
|
)
|
Basic earnings (loss) per common share
|
$
|
0.19
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.09
|
|
|
$
|
(3.83
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.19
|
|
|
$
|
(0.03
|
)
|
|
$
|
0.09
|
|
|
$
|
(3.83
|
)
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
253,572
|
|
|
$
|
305,587
|
|
|
$
|
340,837
|
|
|
$
|
207,160
|
|
Gross profit
|
75,846
|
|
|
109,138
|
|
|
126,247
|
|
|
32,805
|
|
||||
Net income applicable to common shareholders
|
$
|
53,719
|
|
|
$
|
57,782
|
|
|
$
|
75,586
|
|
|
$
|
7,960
|
|
Basic earnings per common share
|
$
|
0.51
|
|
|
$
|
0.55
|
|
|
$
|
0.72
|
|
|
$
|
0.08
|
|
Diluted earnings per common share
|
$
|
0.51
|
|
|
$
|
0.55
|
|
|
$
|
0.71
|
|
|
$
|
0.08
|
|
(1)
|
Amount in the fourth quarter of 2015 includes impairment charges of
$205.2 million
for the
Helix 534
and
$133.4 million
for the
HP I
and
$6.3 million
for certain capitalized vessel project costs (Note 4).
|
(2)
|
Amount in the fourth quarter of 2015 includes a
$16.4 million
impairment charge on goodwill related to our U.K. well intervention reporting unit (Notes 2 and 6), losses totaling
$123.8 million
related to our equity investments in Deepwater Gateway and Independence Hub (Note 5), and unrealized losses totaling
$19.0 million
on our foreign currency exchange contracts associated with the
Grand Canyon
,
Grand Canyon II
and
Grand Canyon III
chartered vessels (Note 18).
|
•
|
Report of Independent Registered Public Accounting Firm
|
•
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting
|
•
|
Report of Independent Registered Public Accounting Firm — Deepwater Gateway
|
•
|
Report of Independent Registered Public Accounting Firm — Independence Hub
|
•
|
Consolidated Balance Sheets as of
December 31, 2015
and
2014
|
•
|
Consolidated Statements of Operations for the Years Ended
December 31, 2015
,
2014
and
2013
|
•
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended
December 31, 2015
,
2014
and
2013
|
•
|
Consolidated Statements of Shareholders’ Equity for the Years Ended
December 31, 2015
,
2014
and
2013
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2015
,
2014
and
2013
|
•
|
Notes to Consolidated Financial Statements
|
|
HELIX ENERGY SOLUTIONS GROUP, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ ANTHONY TRIPODO
|
|
|
|
Anthony Tripodo
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ OWEN KRATZ
|
|
President, Chief Executive Officer and Director (principal executive officer)
|
|
February 29, 2016
|
Owen Kratz
|
|
|
|
|
|
|
|
|
|
/s/ ANTHONY TRIPODO
|
|
Executive Vice President, Chief Financial Officer and Director (principal financial officer)
|
|
February 29, 2016
|
Anthony Tripodo
|
|
|
|
|
|
|
|
|
|
/s/ ERIK STAFFELDT
|
|
Vice President — Finance and Accounting
(principal accounting officer)
|
|
February 29, 2016
|
Erik Staffeldt
|
|
|
|
|
|
|
|
|
|
/s/ JOHN V. LOVOI
|
|
Director
|
|
February 29, 2016
|
John V. Lovoi
|
|
|
|
|
|
|
|
|
|
/s/ T. WILLIAM PORTER
|
|
Director
|
|
February 29, 2016
|
T. William Porter
|
|
|
|
|
|
|
|
|
|
/s/ NANCY K. QUINN
|
|
Director
|
|
February 29, 2016
|
Nancy K. Quinn
|
|
|
|
|
|
|
|
|
|
/s/ JAN A. RASK
|
|
Director
|
|
February 29, 2016
|
Jan A. Rask
|
|
|
|
|
|
|
|
|
|
/s/ WILLIAM L. TRANSIER
|
|
Director
|
|
February 29, 2016
|
William L. Transier
|
|
|
|
|
|
|
|
|
|
/s/ JAMES A. WATT
|
|
Director
|
|
February 29, 2016
|
James A. Watt
|
|
|
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
3.1
|
|
2005 Amended and Restated Articles of Incorporation, as amended, of registrant.
|
|
Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)
|
3.2
|
|
Second Amended and Restated By-Laws of Helix, as amended.
|
|
Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)
|
4.1
|
|
Form of Common Stock certificate.
|
|
Exhibit 4.7 to the Form 8-A filed on June 30, 2006 (001-32936)
|
4.2
|
|
Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of August 16, 2000.
|
|
Exhibit 4.4 to the 2001 Form 10-K filed on March 28, 2002 (000-22739)
|
4.3
|
|
Amendment No. 1 to Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of January 25, 2002.
|
|
Exhibit 4.9 to the 2002 Form 10-K/A filed on April 8, 2003 (000-22739)
|
4.4
|
|
Amendment No. 2 to Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of November 15, 2002.
|
|
Exhibit 4.4 to the Form S-3 filed on February 26, 2003 (333-103451)
|
4.5
|
|
Amendment No. 3 Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of July 31, 2003.
|
|
Exhibit 4.12 to the 2004 Form 10-K filed on March 16, 2005 (000-22739)
|
4.6
|
|
Amendment No. 4 to Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of December 15, 2004.
|
|
Exhibit 4.13 to the 2004 Form 10-K filed on March 16, 2005 (000-22739)
|
4.7
|
|
Registration Rights Agreement dated as of March 30, 2005, between Cal Dive International, Inc. and Banc of America Securities LLC, as representative of the initial purchasers.
|
|
Exhibit 4.3 to the Current Report on Form 8-K filed on April 4, 2005 (000-22739)
|
4.8
|
|
Trust Indenture, dated as of August 16, 2000, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.9
|
|
Supplement No. 1 to Trust Indenture, dated as of January 25, 2002, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee.
|
|
Exhibit 4.2 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.10
|
|
Supplement No. 2 to Trust Indenture, dated as of November 15, 2002, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee.
|
|
Exhibit 4.3 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.11
|
|
Supplement No. 3 to Trust Indenture, dated as of December 14, 2004, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee.
|
|
Exhibit 4.4 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.12
|
|
Supplement No. 4 to Trust Indenture, dated September 30, 2005, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee.
|
|
Exhibit 4.5 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.13
|
|
Form of United States Government Guaranteed Ship Financing Bonds,
Q4000
Series 4.93% Sinking Fund Bonds Due February 1, 2027.
|
|
Exhibit A to Exhibit 4.5 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.14
|
|
Form of Third Amended and Restated Promissory Note to United States of America.
|
|
Exhibit 4.6 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)
|
4.15
|
|
Indenture dated as of March 12, 2012 between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on March 12, 2012 (001-32936)
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
4.16
|
|
Credit Agreement dated June 19, 2013 by and among Helix Energy Solutions Group, Inc., as borrower, Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, and other lender parties named thereto.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on June 19, 2013 (001-32936)
|
4.17
|
|
Amendment No. 1 to the Credit Agreement, dated as of May 13, 2015, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2015 (001-32936)
|
4.18
|
|
Amendment No. 2 to the Credit Agreement, dated as of January 19, 2016, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on January 25, 2016 (001-32936)
|
4.19
|
|
Amendment No. 3 to the Credit Agreement, dated as of February 9, 2016, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on February 10, 2016 (001-32936)
|
4.20
|
|
Credit Agreement dated September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l. and Nordea Bank Finland PLC, London Branch as administrative agent and collateral agent, together with the other lenders party thereto.
|
|
Exhibit 4.1 to the Current Report on Form 8-K filed on September 30, 2014 (001-32936)
|
10.1 *
|
|
1995 Long Term Incentive Plan, as amended.
|
|
Exhibit 10.3 to the Form S-1 filed on September 4, 1996 (333-11399)
|
10.2 *
|
|
Amendment to 1995 Long Term Incentive Plan of Helix Energy Solutions Group, Inc.
|
|
Exhibit 10.2 to the 2008 Form 10-K filed on March 2, 2009 (001-32936)
|
10.3 *
|
|
2009 Long-Term Incentive Cash Plan of Helix Energy Solutions Group, Inc.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on January 6, 2009 (001-32936)
|
10.4 *
|
|
Form of Award Letter related to the 2009 Long-Term Incentive Cash Plan.
|
|
Exhibit 10.2 to the Current Report on Form 8-K filed on January 6, 2009 (001-32936)
|
10.5 *
|
|
Helix 2005 Long Term Incentive Plan, including the Form of Restricted Stock Award Agreement.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on May 12, 2005 (000-22739)
|
10.6 *
|
|
Amendment to 2005 Long Term Incentive Plan of Helix Energy Solutions Group, Inc.
|
|
Exhibit 10.10 to the 2008 Form 10-K filed on March 2, 2009 (001-32936)
|
10.7 *
|
|
Amended and Restated 2005 Long-Term Incentive Plan of Helix Energy Solutions Group, Inc. dated May 9, 2012.
|
|
Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on July 25, 2012 (001-32936)
|
10.8 *
|
|
Form of Cash Award Agreement.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on December 15, 2011 (001-32936)
|
10.9 *
|
|
Form of Performance Share Unit Award Agreement.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on December 10, 2014 (001-32936)
|
10.10 *
|
|
Form of Restricted Stock Award Agreement.
|
|
Exhibit 10.3 to the Current Report on Form 8-K filed on December 15, 2011 (001-32936)
|
10.11 *
|
|
Employee Stock Purchase Plan of Helix Energy Solutions Group, Inc. dated May 9, 2012.
|
|
Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on July 25, 2012 (001-32936)
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
10.12 *
|
|
Amendment to the Helix Energy Solutions Group, Inc. Employee Stock Purchase Plan.
|
|
Filed herewith
|
10.13 *
|
|
Employment Agreement between Owen Kratz and the Company dated February 28, 1999.
|
|
Exhibit 10.5 to the 1998 Form 10-K filed on March 31, 1999 (000-22739)
|
10.14 *
|
|
Employment Agreement between Owen Kratz and the Company dated November 17, 2008.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)
|
10.15 *
|
|
Employment Agreement between Alisa B. Johnson and the Company dated November 17, 2008.
|
|
Exhibit 10.3 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)
|
10.16 *
|
|
Employment Agreement between Anthony Tripodo and the Company dated June 25, 2008.
|
|
Exhibit 10.2 to the Current Report on Form 8-K filed on June 30, 2008 (001-32936)
|
10.17 *
|
|
First Amendment to Employment Agreement between Anthony Tripodo and the Company dated November 17, 2008.
|
|
Exhibit 10.5 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)
|
10.18 *
|
|
Employment Agreement by and between Helix Energy Solutions Group, Inc. and Clifford Chamblee dated May 11, 2011.
|
|
Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on July 27, 2011 (001-32936)
|
10.19 *
|
|
Separation and Release Agreement dated April 24, 2013 between Helix Energy Solutions Group, Inc. and Lloyd A. Hajdik.
|
|
Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on April 24, 2013 (001-32936)
|
10.20
|
|
Registration Rights Agreement dated as of December 21, 2007 by and among Helix Energy Solutions Group, Inc., the Guarantors named therein and Banc of America Securities LLC, as representative of the Initial Purchasers.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on December 21, 2007 (001-32936)
|
10.21
|
|
Purchase Agreement dated as of December 18, 2007 by and among Helix Energy Solutions Group, Inc., the Guarantors named therein and Banc of America Securities LLC, and the other Initial Purchasers named therein.
|
|
Exhibit 10.2 to the Current Report on Form 8-K filed on December 21, 2007 (001-32936)
|
10.22
|
|
Equity Purchase Agreement dated December 12, 2012, between Helix Energy Solutions Group, Inc. and Talos Production LLC.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2012 (001-32936)
|
10.23
|
|
Form of Indemnification Agreement, by and among Talos Production LLC, Energy Resource Technology GOM, LLC, CKB Petroleum, LLC, and Helix Energy Solutions Group, Inc.
|
|
Exhibit 10.3 to the Current Report on Form 8-K filed on December 13, 2012 (001-32936)
|
10.24
|
|
Amendment No. 1 to Equity Purchase Agreement dated January 27, 2013, between Helix Energy Solutions Group, Inc. and Talos Production LLC.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on January 28, 2013 (001-32936)
|
10.25
|
|
Amendment No. 2 to Equity Purchase Agreement dated February 6, 2013, between Helix Energy Solutions Group, Inc. and Talos Production LLC.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on February 12, 2013 (001-32936)
|
10.26
|
|
Construction contract dated as of March 12, 2012 between Helix Energy Solution Group, Inc. and Jurong Shipyard Pte Ltd.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on March 16, 2012 (001-32936)
|
10.27
|
|
Construction Contract dated as of September 11, 2013 between Helix
Q7000
Vessel Holdings S.à r.l. and Jurong Shipyard Pte Ltd.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on September 13, 2013 (001-32936)
|
10.28
|
|
Amendment No. 1, dated as of June 8, 2015, to Construction Contract between Helix Q7000 Vessel Holdings S.à r.l. and Jurong Shipyard Pte Ltd.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2015 (001-32936)
|
10.29
|
|
Amendment No. 2, dated December 2, 2015, to Construction Contract between Helix Q7000 Vessel Holdings S.à r.l. and Jurong Shipyard Pte Ltd.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on December 7, 2015 (001-32936)
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
10.30
|
|
Strategic Alliance Agreement dated January 5, 2015 among Helix Energy Solutions Group, Inc., OneSubsea LLC, OneSubsea B.V., Schlumberger Technology Corporation, Schlumberger B.V., and Schlumberger Oilfield Holdings Ltd.
|
|
Exhibit 10.1 to the Current Report on Form 8-K filed on January 6, 2015 (001-32936)
|
14.1
|
|
Code of Ethics for Chief Executive Officer and Senior Financial Officers.
|
|
Exhibit 14.1 to the Registrant’s Current Report on Form 8-K filed on December 8, 2009 (001-32936)
|
21.1
|
|
List of Subsidiaries of the Company.
|
|
Filed herewith
|
23.1
|
|
Consent of Ernst & Young LLP.
|
|
Filed herewith
|
23.2
|
|
Consent of Deloitte & Touche LLP. (Deepwater Gateway L.L.C.).
|
|
Filed herewith
|
23.3
|
|
Consent of Deloitte & Touche LLP. (Independence Hub LLC).
|
|
Filed herewith
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer.
|
|
Filed herewith
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Anthony Tripodo, Chief Financial Officer.
|
|
Filed herewith
|
32.1
|
|
Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes — Oxley Act of 2002.
|
|
Furnished herewith
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document.
|
|
Furnished herewith
|
101.SCH
|
|
XBRL Schema Document.
|
|
Furnished herewith
|
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|
Furnished herewith
|
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
|
Furnished herewith
|
101.DEF
|
|
XBRL Definition Linkbase Document.
|
|
Furnished herewith
|
101.LAB
|
|
XBRL Label Linkbase Document.
|
|
Furnished herewith
|
*
|
Management contracts or compensatory plans or arrangements
|
1.
|
Effective February 19, 2016, Section 19 is hereby amended to add the following paragraph between the first and final paragraphs of Section 19:
|
2.
|
Effective with respect to Purchase Periods commencing after February 19, 2016, Section (iii) is hereby amended and restated to provide as follows:
|
(viii)
|
the Director of Human Resources as the Administrator shall establish and announce to Participants prior to a Purchase Period a maximum number of shares of Common Stock that may be purchased by a Participant during the Purchase Period;
provided
that, notwithstanding any other provision of the Plan, unless the Administrator determines otherwise with respect to a Purchase Period the maximum number of shares of Common Stock a Participant shall be permitted to purchase during a Purchase Period shall be 130 shares; and
provided further
that the maximum number of shares of Common Stock that may be purchased by a Participant during any Purchase Period shall never exceed 10,000 shares.
|
Name of Subsidiary
|
Jurisdiction of Formation
|
Cal Dive I-Title XI, Inc.
|
Texas
|
Canyon Offshore, Inc.
|
Texas
|
Canyon Offshore International Corp.
|
Texas
|
Canyon Offshore Limited
|
Scotland
|
Deepwater Gateway, L.L.C. (50%)
|
Delaware
|
Energy Resource Technology (U.K.) Limited
|
Scotland
|
ERT Camelot Limited
|
Scotland
|
Helix do Brasil Serviços de Petróleo Ltda
|
Brazil
|
Helix Energy Services PTE. Limited
|
Singapore
|
Helix Energy Services Pty Ltd
|
Australia
|
Helix Energy Solutions B.V.
|
The Netherlands
|
Helix Energy Solutions (U.K.) Limited
|
Scotland
|
Helix HR Services Limited
|
Scotland
|
Helix Ingleside LLC
|
Delaware
|
Helix Offshore Crewing Services PTE. Ltd.
|
Singapore
|
Helix Offshore International Holdings S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix Offshore International, Inc.
|
Texas
|
Helix Offshore International S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix Offshore Ltd.
|
Cayman Islands
|
Helix Offshore Services S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix Property Corp.
|
Texas
|
Helix Q5000 Holdings S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix Q7000 Vessel Holdings S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix RDS Sdn. Bhd. (30%)
|
Malaysia
|
Helix Subsea Construction, Inc.
|
Delaware
|
Helix Vessel Finance S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix Well Ops Inc.
|
Texas
|
Helix Well Ops Offshore Services Limited
|
Scotland
|
Helix Well Ops S.à r.l.
|
Grand Duchy of Luxembourg
|
Helix Well Ops SEA Pty Ltd
|
Australia
|
Helix Well Ops (U.K.) Limited
|
Scotland
|
Independence Hub, LLC (20%)
|
Delaware
|
Kommandor LLC
|
Delaware
|
Offshore Well Services, S. de R.L. de C.V.
|
Mexico
|
Well Ops SEA Pty Ltd
|
Australia
|
1.
|
I have reviewed this Annual Report on Form 10-K of Helix Energy Solutions Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Owen Kratz
|
|
|
|
Owen Kratz
|
|
|
|
President and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Helix Energy Solutions Group, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
|
/s/ Anthony Tripodo
|
|
|
|
Anthony Tripodo
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Helix.
|
|
|
/s/ Owen Kratz
|
|
|
|
Owen Kratz
|
|
|
|
President and Chief Executive Officer
|
|
|
|
/s/ Anthony Tripodo
|
|
|
|
Anthony Tripodo
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
|