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þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Minnesota
(State or other jurisdiction
of incorporation or organization)
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95–3409686
(I.R.S. Employer
Identification No.)
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3505 West Sam Houston Parkway North Suite 400
Houston, Texas
(Address of principal executive offices)
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77043
(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock (no par value)
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New York Stock Exchange
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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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Emerging growth company
¨
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(Do not check if a smaller reporting company)
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Page
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PART I
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PART II
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PART III
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PART IV
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•
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statements regarding our business strategy or any other business plans, forecasts or objectives, any or all of which are subject to change;
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•
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statements regarding projections of revenues, gross margins, expenses, earnings or losses, working capital, debt and liquidity, or other financial items;
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•
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statements regarding our backlog and long-term contracts and rates thereunder;
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•
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statements regarding our ability to enter into and/or perform commercial contracts, including the scope, timing and outcome of those contracts;
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•
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statements regarding the acquisition, construction, upgrades or maintenance of vessels or equipment and any anticipated costs or downtime related thereto, including the construction of our
Q7000
vessel;
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•
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statements regarding any financing transactions or arrangements, or our ability to enter into such transactions;
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•
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statements regarding anticipated legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;
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•
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statements regarding our trade receivables and their collectability;
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•
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statements regarding anticipated developments, industry trends, performance or industry ranking;
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•
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statements regarding general economic or political conditions, whether international, national or in the regional and local markets in which we do business;
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•
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statements regarding our ability to retain our senior management and other key employees;
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•
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statements regarding the underlying assumptions related to any projection or forward-looking statement; and
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•
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any other statements that relate to non-historical or future information.
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•
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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;
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•
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the impact of oil and gas price fluctuations and the cyclical nature of the oil and gas industry;
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•
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the impact of any potential cancellation, deferral or modification of our work or contracts by our customers;
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•
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the ability to effectively bid and perform our contracts;
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•
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the impact of the imposition by our customers of rate reductions, fines and penalties with respect to our operating assets;
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•
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unexpected future capital expenditures, including the amount and nature thereof;
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•
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the effectiveness and timing of completion of our vessel upgrades and major maintenance items;
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•
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unexpected delays in the delivery or chartering or customer acceptance, and terms of acceptance, of new assets for our well intervention and robotics fleet;
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•
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the effects of our indebtedness and our ability to reduce capital commitments;
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•
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the results of our continuing efforts to control costs and improve performance;
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•
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the success of our risk management activities;
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•
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the effects of competition;
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•
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the availability of capital (including any financing) to fund our business strategy and/or operations;
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•
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the impact of current and future laws and governmental regulations, including tax and accounting developments, such as the recently enacted U.S. Tax Cuts and Jobs Act;
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•
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the impact of the vote in the U.K. to exit the European Union (the “EU”), known as Brexit, on our business, operations and financial condition, which is unknown at this time;
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•
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the effect of adverse weather conditions and/or other risks associated with marine operations;
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•
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the impact of foreign currency fluctuations;
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•
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the effectiveness of our current and future hedging activities;
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•
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the potential impact of a loss of one or more key employees; and
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•
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the impact of general, market, industry or business conditions.
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•
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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.
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•
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Reclamation.
Reclamation and remediation services; well plugging and abandonment services; pipeline abandonment services; and site inspections.
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•
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Development.
Installation of flowlines, control umbilicals, manifold assemblies and risers; trenching and 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 that 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.
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•
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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.
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•
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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.
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•
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worldwide economic activity;
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•
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supply and demand for oil and natural gas, especially in the United States, Europe, China and India;
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•
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regional conflicts and economic and political conditions in the Middle East and other oil-producing regions;
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•
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actions taken by the Organization of Petroleum Exporting Countries (“OPEC”);
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•
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the availability and discovery rate of new oil and natural gas reserves in offshore areas;
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•
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the exploration and production of onshore shale oil and natural gas;
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•
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the cost of offshore exploration for and production and transportation of oil and natural gas;
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•
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the level of excess production capacity;
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•
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the ability of oil and gas companies to generate funds or otherwise obtain external capital for capital projects and production operations;
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•
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the sale and expiration dates of offshore leases in the United States and overseas;
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•
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technological advances affecting energy exploration, production, transportation and consumption;
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•
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potential acceleration of the development of alternative fuels;
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•
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shifts in end-customer preferences toward fuel efficiency and the use of natural gas;
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•
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weather conditions and natural disasters;
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•
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environmental and other governmental regulations; and
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•
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tax laws, regulations and policies.
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•
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shortages of equipment, materials or skilled labor;
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•
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unscheduled delays in the delivery of ordered materials and equipment;
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•
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unanticipated increases in the cost of equipment, labor and raw materials, particularly steel;
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•
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weather interferences;
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•
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difficulties in obtaining necessary permits or in meeting permit conditions;
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•
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design and engineering problems;
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•
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political, social and economic instability, war and civil disturbances;
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•
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delays in customs clearance of critical parts or equipment;
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•
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financial or other difficulties or failures at shipyards and suppliers;
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•
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disputes with shipyards and suppliers; and
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•
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work stoppages and other labor disputes.
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•
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limiting our ability to refinance maturing debt or 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;
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•
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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;
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•
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increasing our exposure to potential rising interest rates because a portion of our current and potential future borrowings are at variable interest rates;
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•
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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;
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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•
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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).
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•
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the loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, acts of terrorism and other political risks;
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•
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increases in taxes and governmental royalties;
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•
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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;
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•
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renegotiation or abrogation of contracts with governmental and quasi-governmental entities;
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•
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changes in laws and policies governing operations of foreign-based companies;
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•
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currency restrictions and exchange rate fluctuations;
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•
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global economic cycles;
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•
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restrictions or quotas on production and commodity sales;
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•
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limited market access; and
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•
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other uncertainties arising out of foreign government sovereignty over our international operations.
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Flag
State
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Placed
in
Service
(2)
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Length
(Feet)
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Saturation
Diving
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DP
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Floating Production Unit —
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Helix Producer I
(3)
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Bahamas
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4/2009
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528
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—
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DP2
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Well Intervention —
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Q4000
(4)
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U.S.
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4/2002
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312
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—
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DP3
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Seawell
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U.K.
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7/2002
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368
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Capable
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DP2
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Well Enhancer
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U.K.
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10/2009
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432
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Capable
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DP2
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Q5000
(6)
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Bahamas
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4/2015
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358
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—
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DP3
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Siem Helix
1
(5)
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Bahamas
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6/2016
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521
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—
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DP3
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Siem Helix
2
(5)
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Bahamas
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2/2017
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521
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—
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DP3
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6 IRSs and 3 SILs
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—
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Various
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—
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—
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—
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Robotics —
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48 ROVs, 5 Trenchers and 2 ROVDrills
(3), (7)
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—
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Various
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—
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—
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—
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Grand Canyon
(5)
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Panama
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10/2012
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419
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—
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DP3
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Grand Canyon II
(5)
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Panama
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4/2015
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419
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—
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DP3
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Grand Canyon III
(5)
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Panama
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5/2017
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419
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—
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DP3
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(1)
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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.
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(2)
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Represents the date we placed our owned vessels in service (rather than the date of commissioning) or the date the charters for our chartered vessels commenced, as applicable.
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(3)
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Serves as security for our Credit Agreement described in Note 6.
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(4)
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Subject to a vessel mortgage securing our MARAD Debt described in Note 6.
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(5)
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Chartered vessel.
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(6)
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Serves as security for our Nordea Q5000 Loan described in Note 6.
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(7)
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Average age of our fleet of ROVs, trenchers and ROVDrills is approximately 8.1 years.
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Location
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Function
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Size
|
Houston, Texas
|
|
Helix Energy Solutions Group, Inc.
Corporate Headquarters, Project
Management, and Sales Office
|
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118,630 square feet (including 30,104 square feet subject to two years remaining under a sub-lease agreement)
|
|
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Helix Well Ops, Inc.
Corporate Headquarters, Project
Management and Sales Office
|
|
|
|
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Canyon Offshore, Inc.
Corporate Headquarters, Project Management and Sales Office
|
|
|
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Kommandor LLC
Corporate Headquarters
|
|
|
Houston, Texas
|
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Helix Energy Solutions Group, Inc.
Canyon Offshore, Inc.
Warehouse and Storage Facility
|
|
5.5 acres
(Building: 90,640 square feet)
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Houston, Texas
|
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Canyon Offshore, Inc.
Warehouse and Storage Facility
|
|
3.7 acres
(Building: 22,000 square feet) (subject to one year remaining under a sub-lease agreement)
|
Aberdeen, Scotland
|
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Helix Well Ops (U.K.) Limited
Corporate Offices and Operations
|
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27,000 square feet
|
|
|
Energy Resource Technology
(U.K). Limited
Corporate Offices
|
|
|
Aberdeen, Scotland
|
|
Helix Well Ops (U.K.) Limited
Warehouse and Storage Facility
|
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14,124 square feet
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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 Group Holdings 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
|
|
3,632 square feet
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Name
|
|
Age
|
|
Position
|
Owen Kratz
|
|
63
|
|
President, Chief Executive Officer and Director
|
Erik Staffeldt
|
|
46
|
|
Senior Vice President and Chief Financial Officer
|
Scott A. Sparks
|
|
43
|
|
Executive Vice President and Chief Operating Officer
|
Alisa B. Johnson
|
|
60
|
|
Executive Vice President, General Counsel and Corporate Secretary
|
Geoffrey C. Wagner
|
|
39
|
|
Executive Vice President and Chief Commercial Officer
|
(1)
|
Through
February 20, 2018
|
|
As of December 31,
|
||||||||||||||||||||||
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
||||||||||||
Helix
|
$
|
100.0
|
|
|
$
|
112.3
|
|
|
$
|
105.1
|
|
|
$
|
25.5
|
|
|
$
|
42.7
|
|
|
$
|
36.5
|
|
Peer Group Index
|
$
|
100.0
|
|
|
$
|
121.2
|
|
|
$
|
68.7
|
|
|
$
|
33.3
|
|
|
$
|
28.9
|
|
|
$
|
20.8
|
|
Oil Service Index
|
$
|
100.0
|
|
|
$
|
127.7
|
|
|
$
|
95.8
|
|
|
$
|
71.6
|
|
|
$
|
83.5
|
|
|
$
|
67.9
|
|
S&P 500
|
$
|
100.0
|
|
|
$
|
132.4
|
|
|
$
|
150.5
|
|
|
$
|
152.6
|
|
|
$
|
170.8
|
|
|
$
|
208.1
|
|
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, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
3,116,351
|
|
November 1 to November 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,116,351
|
|
|
December 1 to December 31, 2017
|
|
98,452
|
|
|
7.40
|
|
|
—
|
|
|
3,234,091
|
|
|
|
|
98,452
|
|
|
$
|
7.40
|
|
|
—
|
|
|
|
(1)
|
Includes shares forfeited by certain members of our Board of Directors in satisfaction of 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 11), increases the number of shares available for repurchase. For additional information regarding our stock repurchase program, see Note 9.
|
(3)
|
In January 2018, we issued approximately 0.5 million shares of restricted stock to our executive officers and certain members of our Board of Directors who have elected to take their quarterly fees in stock in lieu of cash. These issuances increase the number of shares available for repurchase by a corresponding amount (Note 9).
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
581,383
|
|
|
$
|
487,582
|
|
|
$
|
695,802
|
|
|
$
|
1,107,156
|
|
|
$
|
876,561
|
|
Gross profit (loss)
(1)
|
62,166
|
|
|
46,516
|
|
|
(233,774
|
)
|
|
344,036
|
|
|
260,685
|
|
|||||
Income (loss) from operations
(2)
|
(1,130
|
)
|
|
(63,235
|
)
|
|
(307,360
|
)
|
|
261,756
|
|
|
179,034
|
|
|||||
Net income (loss) from continuing operations
(3)
|
30,052
|
|
|
(81,445
|
)
|
|
(376,980
|
)
|
|
195,550
|
|
|
111,976
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,073
|
|
|||||
Net income (loss), including noncontrolling interests
|
30,052
|
|
|
(81,445
|
)
|
|
(376,980
|
)
|
|
195,550
|
|
|
113,049
|
|
|||||
Net income applicable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(503
|
)
|
|
(3,127
|
)
|
|||||
Net income (loss) applicable to common shareholders
|
30,052
|
|
|
(81,445
|
)
|
|
(376,980
|
)
|
|
195,047
|
|
|
109,922
|
|
|||||
Adjusted EBITDA from continuing operations
(4)
|
107,216
|
|
|
89,544
|
|
|
172,736
|
|
|
378,010
|
|
|
268,311
|
|
|||||
Basic earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.20
|
|
|
$
|
(0.73
|
)
|
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.03
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Net income (loss) per common share
|
$
|
0.20
|
|
|
$
|
(0.73
|
)
|
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
Diluted earnings (loss) per share of common stock:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.20
|
|
|
$
|
(0.73
|
)
|
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.03
|
|
Discontinued operations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.01
|
|
|||||
Net income (loss) per common share
|
$
|
0.20
|
|
|
$
|
(0.73
|
)
|
|
$
|
(3.58
|
)
|
|
$
|
1.85
|
|
|
$
|
1.04
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
145,295
|
|
|
111,612
|
|
|
105,416
|
|
|
105,029
|
|
|
105,032
|
|
|||||
Diluted
|
145,300
|
|
|
111,612
|
|
|
105,416
|
|
|
105,045
|
|
|
105,184
|
|
(1)
|
Amount in 2015 included 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).
|
(2)
|
Amount in 2016 included a $45.1 million goodwill impairment charge related to our robotics reporting unit (Note 2). Amount in 2015 included a $16.4 million goodwill impairment charge related to our U.K. well intervention reporting unit.
|
(3)
|
Amount in 2017 included a $51.6 million income tax benefit as a result of the U.S. tax law changes enacted in December 2017 (Note 7). Amount in 2015 included losses totaling $124.3 million related to our investments in Deepwater Gateway and Independence Hub (Note 5). Amount in 2015 also included 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 17).
|
(4)
|
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,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Working capital
|
$
|
186,004
|
|
|
$
|
336,387
|
|
|
$
|
473,123
|
|
|
$
|
468,660
|
|
|
$
|
553,427
|
|
Total assets
|
2,362,837
|
|
|
2,246,941
|
|
|
2,399,959
|
|
|
2,690,179
|
|
|
2,531,934
|
|
|||||
Total debt
|
495,627
|
|
|
625,967
|
|
|
749,335
|
|
|
540,853
|
|
|
553,806
|
|
|||||
Total controlling interest shareholders’ equity
|
1,567,393
|
|
|
1,281,814
|
|
|
1,278,963
|
|
|
1,653,474
|
|
|
1,499,051
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,059
|
|
|||||
Total shareholders’ equity
|
1,567,393
|
|
|
1,281,814
|
|
|
1,278,963
|
|
|
1,653,474
|
|
|
1,524,110
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income (loss) from continuing operations
|
$
|
30,052
|
|
|
$
|
(81,445
|
)
|
|
$
|
(376,980
|
)
|
|
$
|
195,550
|
|
|
$
|
111,976
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income tax provision (benefit)
|
(50,424
|
)
|
|
(12,470
|
)
|
|
(101,190
|
)
|
|
66,971
|
|
|
31,612
|
|
|||||
Net interest expense
|
18,778
|
|
|
31,239
|
|
|
26,914
|
|
|
17,859
|
|
|
32,898
|
|
|||||
Loss on early extinguishment of long-term debt
|
397
|
|
|
3,540
|
|
|
—
|
|
|
—
|
|
|
12,100
|
|
|||||
Other (income) expense, net
(1)
|
1,434
|
|
|
(3,510
|
)
|
|
24,310
|
|
|
(814
|
)
|
|
(6
|
)
|
|||||
Depreciation and amortization
|
108,745
|
|
|
114,187
|
|
|
120,401
|
|
|
109,345
|
|
|
98,535
|
|
|||||
Asset impairments
(2)
|
—
|
|
|
—
|
|
|
345,010
|
|
|
—
|
|
|
—
|
|
|||||
Goodwill impairments
(3)
|
—
|
|
|
45,107
|
|
|
16,399
|
|
|
—
|
|
|
—
|
|
|||||
Losses on equity investments
(4)
|
1,800
|
|
|
1,674
|
|
|
122,765
|
|
|
—
|
|
|
—
|
|
|||||
EBITDA from continuing operations
|
110,782
|
|
|
98,322
|
|
|
177,629
|
|
|
388,911
|
|
|
287,115
|
|
|||||
Adjustments:
|
|
|
|
|
|
|
|
|
|
||||||||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
|
(4,077
|
)
|
|||||
(Gain) loss on disposition of assets, net
|
39
|
|
|
(1,290
|
)
|
|
(92
|
)
|
|
(10,240
|
)
|
|
(14,727
|
)
|
|||||
Realized losses from foreign currency exchange contracts not designated as hedging instruments
|
(3,605
|
)
|
|
(7,488
|
)
|
|
(4,801
|
)
|
|
—
|
|
|
—
|
|
|||||
Adjusted EBITDA from continuing operations
|
$
|
107,216
|
|
|
$
|
89,544
|
|
|
$
|
172,736
|
|
|
$
|
378,010
|
|
|
$
|
268,311
|
|
(1)
|
Amount in 2015 included 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 17).
|
(2)
|
Amount in 2015 reflects asset impairment charges for the
Helix 534,
the
HP I
and certain capitalized vessel project costs (Note 4).
|
(3)
|
Amount in 2016 reflects a goodwill impairment charge related to our robotics reporting unit (Note 2). Amount in 2015 reflects a goodwill impairment charge related to our U.K. well intervention reporting unit.
|
(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).
|
•
|
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 capital projects 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.
|
•
|
The agreement providing access to the HFRS was amended effective February 1, 2017 to extend the term of the agreement by one year to March 31, 2019 and to reduce the retainer fee;
|
•
|
We returned the
Skandi Constructor
to its owner in March 2017 upon the expiration of the vessel charter;
|
•
|
The
Siem Helix
2
vessel was delivered to us and the charter term began in February 2017;
|
•
|
In April 2017, the
Siem Helix
1
vessel commenced operations for Petrobras offshore Brazil;
|
•
|
In May 2017, we took delivery of the
Grand Canyon III
chartered vessel; and
|
•
|
The
Siem Helix
2
vessel commenced operations for Petrobras in December 2017.
|
|
Year Ended December 31,
|
|
Increase/
|
||||||||
|
2017
|
|
2016
|
|
(Decrease)
|
||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
406,341
|
|
|
$
|
294,000
|
|
|
$
|
112,341
|
|
Robotics
|
152,755
|
|
|
160,580
|
|
|
(7,825
|
)
|
|||
Production Facilities
|
64,352
|
|
|
72,358
|
|
|
(8,006
|
)
|
|||
Intercompany elimination
|
(42,065
|
)
|
|
(39,356
|
)
|
|
(2,709
|
)
|
|||
|
$
|
581,383
|
|
|
$
|
487,582
|
|
|
$
|
93,801
|
|
|
|
|
|
|
|
||||||
Gross profit —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
66,515
|
|
|
$
|
26,879
|
|
|
$
|
39,636
|
|
Robotics
|
(31,986
|
)
|
|
(12,466
|
)
|
|
(19,520
|
)
|
|||
Production Facilities
|
28,568
|
|
|
34,335
|
|
|
(5,767
|
)
|
|||
Corporate and other
|
(1,815
|
)
|
|
(1,860
|
)
|
|
45
|
|
|||
Intercompany elimination
|
884
|
|
|
(372
|
)
|
|
1,256
|
|
|||
|
$
|
62,166
|
|
|
$
|
46,516
|
|
|
$
|
15,650
|
|
|
|
|
|
|
|
||||||
Gross margin —
|
|
|
|
|
|
||||||
Well Intervention
|
16
|
%
|
|
9
|
%
|
|
|
||||
Robotics
|
(21
|
)%
|
|
(8
|
)%
|
|
|
||||
Production Facilities
|
44
|
%
|
|
47
|
%
|
|
|
||||
Total company
|
11
|
%
|
|
10
|
%
|
|
|
||||
|
|
|
|
|
|
||||||
Number of vessels or robotics assets
(1)
/ Utilization
(2)
|
|
|
|
|
|
||||||
Well Intervention vessels
|
6/77%
|
|
|
5/54%
|
|
|
|
||||
Robotics assets
|
55/42%
|
|
|
59/48%
|
|
|
|
||||
Chartered robotics vessels
|
4/69%
|
|
|
3/64%
|
|
|
|
(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/
|
||||||||
|
2017
|
|
2016
|
|
(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
11,489
|
|
|
$
|
8,442
|
|
|
$
|
3,047
|
|
Robotics
|
30,576
|
|
|
30,914
|
|
|
(338
|
)
|
|||
|
$
|
42,065
|
|
|
$
|
39,356
|
|
|
$
|
2,709
|
|
|
Year Ended December 31,
|
|
Increase/
|
||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
294,000
|
|
|
$
|
373,301
|
|
|
$
|
(79,301
|
)
|
Robotics
|
160,580
|
|
|
301,026
|
|
|
(140,446
|
)
|
|||
Production Facilities
|
72,358
|
|
|
75,948
|
|
|
(3,590
|
)
|
|||
Intercompany elimination
|
(39,356
|
)
|
|
(54,473
|
)
|
|
15,117
|
|
|||
|
$
|
487,582
|
|
|
$
|
695,802
|
|
|
$
|
(208,220
|
)
|
|
|
|
|
|
|
||||||
Gross profit —
|
|
|
|
|
|
||||||
Well Intervention
(1)
|
$
|
26,879
|
|
|
$
|
(165,049
|
)
|
|
$
|
191,928
|
|
Robotics
|
(12,466
|
)
|
|
41,446
|
|
|
(53,912
|
)
|
|||
Production Facilities
(1)
|
34,335
|
|
|
(106,112
|
)
|
|
140,447
|
|
|||
Corporate and other
|
(1,860
|
)
|
|
(3,961
|
)
|
|
2,101
|
|
|||
Intercompany elimination
|
(372
|
)
|
|
(98
|
)
|
|
(274
|
)
|
|||
|
$
|
46,516
|
|
|
$
|
(233,774
|
)
|
|
$
|
280,290
|
|
|
|
|
|
|
|
||||||
Gross margin —
|
|
|
|
|
|
||||||
Well Intervention
|
9
|
%
|
|
(44
|
)%
|
|
|
||||
Robotics
|
(8
|
)%
|
|
14
|
%
|
|
|
||||
Production Facilities
|
47
|
%
|
|
(140
|
)%
|
|
|
||||
Total company
|
10
|
%
|
|
(34
|
)%
|
|
|
||||
|
|
|
|
|
|
||||||
Number of vessels or robotics assets
(2)
/ Utilization
(3)
|
|
|
|
|
|
||||||
Well Intervention vessels
|
5/54%
|
|
|
6/58%
|
|
|
|
||||
Robotics assets
|
59/48%
|
|
|
59/57%
|
|
|
|
||||
Chartered robotics vessels
|
3/64%
|
|
|
4/78%
|
|
|
|
(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
Helix 534
was excluded from the numbers for the entire year of 2016 as it had been stacked and out of service prior to its sale in December 2016. The
Seawell
was excluded from the numbers 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/
|
||||||||
|
2016
|
|
2015
|
|
(Decrease)
|
||||||
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
8,442
|
|
|
$
|
22,855
|
|
|
$
|
(14,413
|
)
|
Robotics
|
30,914
|
|
|
31,618
|
|
|
(704
|
)
|
|||
|
$
|
39,356
|
|
|
$
|
54,473
|
|
|
$
|
(15,117
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net working capital
|
$
|
186,004
|
|
|
$
|
336,387
|
|
Long-term debt
(1)
|
385,766
|
|
|
558,396
|
|
||
Liquidity
(2)
|
348,207
|
|
|
375,504
|
|
(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 unamortized debt discount and debt issuance costs. See Note 6 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 that facility. Our liquidity at
December 31, 2017
included cash and cash equivalents of
$266.6 million
(including
$100 million
of minimum cash balance required by our Credit Agreement) and
$81.6 million
of available borrowing capacity under our Revolving Credit Facility (Note 6). Our liquidity at
December 31, 2016
included cash and cash equivalents of
$356.6 million
and
$18.9 million
of available borrowing capacity under our Revolving Credit Facility.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Former term loan (was scheduled to mature June 2018)
|
$
|
—
|
|
|
$
|
190,867
|
|
Nordea Q5000 Loan (matures April 2020)
|
158,930
|
|
|
193,879
|
|
||
Term Loan (matures June 2020)
|
95,842
|
|
|
—
|
|
||
MARAD Debt (matures February 2027)
|
72,487
|
|
|
78,221
|
|
||
2022 Notes (mature May 2022)
(1)
|
108,829
|
|
|
105,697
|
|
||
2032 Notes (mature March 2032)
(2)
|
59,539
|
|
|
57,303
|
|
||
Total debt
|
$
|
495,627
|
|
|
$
|
625,967
|
|
(1)
|
The 2022 Notes will increase to their face amount through accretion of the debt discount through May 1, 2022.
|
(2)
|
The 2032 Notes will increase to their face amount through accretion of the debt discount through March 15, 2018, which is the first date on which the holders may require us to repurchase the notes.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
51,638
|
|
|
$
|
38,714
|
|
|
$
|
110,805
|
|
Investing activities
|
(221,127
|
)
|
|
(147,110
|
)
|
|
(295,719
|
)
|
|||
Financing activities
|
77,482
|
|
|
(25,524
|
)
|
|
204,625
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures:
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
(230,354
|
)
|
|
$
|
(185,892
|
)
|
|
$
|
(307,879
|
)
|
Robotics
|
(648
|
)
|
|
(720
|
)
|
|
(10,700
|
)
|
|||
Production Facilities
|
—
|
|
|
(74
|
)
|
|
(1,867
|
)
|
|||
Other
|
(125
|
)
|
|
199
|
|
|
135
|
|
|||
Distributions from equity investments (Note 5)
|
—
|
|
|
1,200
|
|
|
7,000
|
|
|||
Proceeds from sale of equity investment
(1)
|
—
|
|
|
25,000
|
|
|
—
|
|
|||
Proceeds from sale of assets
(2)
|
10,000
|
|
|
13,177
|
|
|
17,592
|
|
|||
Net cash used in investing activities
|
$
|
(221,127
|
)
|
|
$
|
(147,110
|
)
|
|
$
|
(295,719
|
)
|
(1)
|
Amount in 2016 reflected cash received from the sale of our former ownership interest in Deepwater Gateway (Note 5)
|
(2)
|
Amounts in 2015 and 2017 primarily reflected cash received related to the sale in 2014 of our Ingleside spoolbase. Amount in 2016 primarily reflected cash received from the sale of our office and warehouse property located in Aberdeen, Scotland and the sale of the
Helix 534
(Note 4).
|
|
Total
(1)
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan
|
$
|
97,500
|
|
|
$
|
7,500
|
|
|
$
|
90,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nordea Q5000 Loan
|
160,714
|
|
|
35,714
|
|
|
125,000
|
|
|
—
|
|
|
—
|
|
|||||
MARAD debt
|
77,000
|
|
|
6,532
|
|
|
14,058
|
|
|
15,497
|
|
|
40,913
|
|
|||||
2022 Notes
(2)
|
125,000
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|
—
|
|
|||||
2032 Notes
(3)
|
60,115
|
|
|
60,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest related to debt
(4)
|
71,858
|
|
|
22,802
|
|
|
32,922
|
|
|
11,765
|
|
|
4,369
|
|
|||||
Property and equipment
(5)
|
157,513
|
|
|
88,313
|
|
|
69,200
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(6)
|
599,088
|
|
|
128,018
|
|
|
228,265
|
|
|
181,526
|
|
|
61,279
|
|
|||||
Total cash obligations
|
$
|
1,348,788
|
|
|
$
|
348,994
|
|
|
$
|
559,445
|
|
|
$
|
333,788
|
|
|
$
|
106,561
|
|
(1)
|
Excludes unsecured letters of credit outstanding at
December 31, 2017
totaling
$3.0 million
. These letters of credit may be issued to support various obligations, such as contractual obligations, contract bidding and insurance activities.
|
(2)
|
Notes mature in 2022. The 2022 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 the conversion price on that 30th trading day (i.e., $18.06 per share). At
December 31, 2017
, the conversion trigger was not met. See Note 6 for additional information.
|
(3)
|
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 the conversion price on that 30th trading day (i.e., $32.53 per share). At
December 31, 2017
, 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 6 for additional information.
|
(4)
|
Interest payment obligations were calculated using stated coupon rates for fixed rate debt and interest rates applicable at
December 31, 2017
for variable rate debt.
|
(5)
|
Primarily reflects costs associated with our
Q7000
semi-submersible vessel currently under construction (Note 13).
|
(6)
|
Operating leases include vessel charters and facility leases. At
December 31, 2017
, our vessel charter commitments totaled approximately
$558 million
, including the
Grand Canyon III
that went into service for us in May 2017, the
Siem Helix
1
that commenced operations for Petrobras in mid-April 2017, and the
Siem Helix
2
that commenced operations for Petrobras in mid-December 2017.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
266,592
|
|
|
$
|
356,647
|
|
Accounts receivable:
|
|
|
|
||||
Trade, net of allowance for uncollectible accounts of $2,752 and $1,778, respectively
|
113,336
|
|
|
101,825
|
|
||
Unbilled revenue and other
|
29,947
|
|
|
10,328
|
|
||
Current deferred tax assets
|
—
|
|
|
16,594
|
|
||
Other current assets
|
41,768
|
|
|
37,388
|
|
||
Total current assets
|
451,643
|
|
|
522,782
|
|
||
Property and equipment
|
2,695,772
|
|
|
2,450,890
|
|
||
Less accumulated depreciation
|
(889,783
|
)
|
|
(799,280
|
)
|
||
Property and equipment, net
|
1,805,989
|
|
|
1,651,610
|
|
||
Other assets, net
|
105,205
|
|
|
72,549
|
|
||
Total assets
|
$
|
2,362,837
|
|
|
$
|
2,246,941
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
81,299
|
|
|
$
|
60,210
|
|
Accrued liabilities
|
71,680
|
|
|
58,614
|
|
||
Income tax payable
|
2,799
|
|
|
—
|
|
||
Current maturities of long-term debt
|
109,861
|
|
|
67,571
|
|
||
Total current liabilities
|
265,639
|
|
|
186,395
|
|
||
Long-term debt
|
385,766
|
|
|
558,396
|
|
||
Deferred tax liabilities
|
103,349
|
|
|
167,351
|
|
||
Other non-current liabilities
|
40,690
|
|
|
52,985
|
|
||
Total liabilities
|
795,444
|
|
|
965,127
|
|
||
|
|
|
|
||||
Shareholders’ equity:
|
|
|
|
||||
Common stock, no par, 240,000 shares authorized, 147,740 and 120,630 shares issued, respectively
|
1,284,274
|
|
|
1,055,934
|
|
||
Retained earnings
|
352,906
|
|
|
322,854
|
|
||
Accumulated other comprehensive loss
|
(69,787
|
)
|
|
(96,974
|
)
|
||
Total shareholders’ equity
|
1,567,393
|
|
|
1,281,814
|
|
||
Total liabilities and shareholders’ equity
|
$
|
2,362,837
|
|
|
$
|
2,246,941
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net revenues
|
$
|
581,383
|
|
|
$
|
487,582
|
|
|
$
|
695,802
|
|
|
|
|
|
|
|
||||||
Cost of sales:
|
|
|
|
|
|
||||||
Cost of sales
|
519,217
|
|
|
441,066
|
|
|
584,566
|
|
|||
Asset impairments
|
—
|
|
|
—
|
|
|
345,010
|
|
|||
Total cost of sales
|
519,217
|
|
|
441,066
|
|
|
929,576
|
|
|||
|
|
|
|
|
|
||||||
Gross profit (loss)
|
62,166
|
|
|
46,516
|
|
|
(233,774
|
)
|
|||
|
|
|
|
|
|
||||||
Goodwill impairments
|
—
|
|
|
(45,107
|
)
|
|
(16,399
|
)
|
|||
Gain (loss) on disposition of assets, net
|
(39
|
)
|
|
1,290
|
|
|
92
|
|
|||
Selling, general and administrative expenses
|
(63,257
|
)
|
|
(65,934
|
)
|
|
(57,279
|
)
|
|||
Loss from operations
|
(1,130
|
)
|
|
(63,235
|
)
|
|
(307,360
|
)
|
|||
Equity in losses of investments
|
(2,368
|
)
|
|
(2,166
|
)
|
|
(124,345
|
)
|
|||
Net interest expense
|
(18,778
|
)
|
|
(31,239
|
)
|
|
(26,914
|
)
|
|||
Loss on early extinguishment of long-term debt
|
(397
|
)
|
|
(3,540
|
)
|
|
—
|
|
|||
Other income (expense), net
|
(1,434
|
)
|
|
3,510
|
|
|
(24,310
|
)
|
|||
Other income – oil and gas
|
3,735
|
|
|
2,755
|
|
|
4,759
|
|
|||
Loss before income taxes
|
(20,372
|
)
|
|
(93,915
|
)
|
|
(478,170
|
)
|
|||
Income tax benefit
|
(50,424
|
)
|
|
(12,470
|
)
|
|
(101,190
|
)
|
|||
Net income (loss)
|
$
|
30,052
|
|
|
$
|
(81,445
|
)
|
|
$
|
(376,980
|
)
|
|
|
|
|
|
|
||||||
Earnings (loss) per share of common stock:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.20
|
|
|
$
|
(0.73
|
)
|
|
$
|
(3.58
|
)
|
Diluted
|
$
|
0.20
|
|
|
$
|
(0.73
|
)
|
|
$
|
(3.58
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
145,295
|
|
|
111,612
|
|
|
105,416
|
|
|||
Diluted
|
145,300
|
|
|
111,612
|
|
|
105,416
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
30,052
|
|
|
$
|
(81,445
|
)
|
|
$
|
(376,980
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on hedges arising during the period
|
3,323
|
|
|
2,366
|
|
|
(25,259
|
)
|
|||
Reclassification adjustments for loss on hedges included in net income (loss)
|
12,915
|
|
|
12,851
|
|
|
13,659
|
|
|||
Reclassification adjustments for loss from derivative instruments de-designated as cash flow hedges included in net loss
|
—
|
|
|
—
|
|
|
18,014
|
|
|||
Income taxes on unrealized (gain) loss on hedges
|
(5,724
|
)
|
|
(5,347
|
)
|
|
(2,214
|
)
|
|||
Unrealized gain on hedges, net of tax
|
10,514
|
|
|
9,870
|
|
|
4,200
|
|
|||
Unrealized gain on note receivable arising during the period
|
629
|
|
|
—
|
|
|
—
|
|
|||
Income taxes on unrealized gain on note receivable
|
(220
|
)
|
|
—
|
|
|
—
|
|
|||
Unrealized gain on note receivable, net of tax
|
409
|
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation gain (loss) arising during the period
|
16,264
|
|
|
(33,899
|
)
|
|
(12,849
|
)
|
|||
Reclassification adjustment for net translation gain realized upon liquidation
|
—
|
|
|
(2,044
|
)
|
|
—
|
|
|||
Foreign currency translation gain (loss)
|
16,264
|
|
|
(35,943
|
)
|
|
(12,849
|
)
|
|||
Other comprehensive income (loss), net of tax
|
27,187
|
|
|
(26,073
|
)
|
|
(8,649
|
)
|
|||
Comprehensive income (loss)
|
$
|
57,239
|
|
|
$
|
(107,518
|
)
|
|
$
|
(385,629
|
)
|
|
Common Stock
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders’
Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|
|
||||||||||||
Balance, December 31, 2014
|
105,586
|
|
|
$
|
934,447
|
|
|
$
|
781,279
|
|
|
$
|
(62,252
|
)
|
|
$
|
1,653,474
|
|
Net loss
|
—
|
|
|
—
|
|
|
(376,980
|
)
|
|
—
|
|
|
(376,980
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,849
|
)
|
|
(12,849
|
)
|
||||
Unrealized gain on hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
4,200
|
|
|
4,200
|
|
||||
Activity in company stock plans, net and other
|
703
|
|
|
3,443
|
|
|
—
|
|
|
—
|
|
|
3,443
|
|
||||
Share-based compensation
|
—
|
|
|
5,463
|
|
|
—
|
|
|
—
|
|
|
5,463
|
|
||||
Cumulative share-based compensation in excess of fair value of modified liability awards
|
—
|
|
|
2,915
|
|
|
—
|
|
|
—
|
|
|
2,915
|
|
||||
Excess tax from share-based compensation
|
—
|
|
|
(703
|
)
|
|
—
|
|
|
—
|
|
|
(703
|
)
|
||||
Balance, December 31, 2015
|
106,289
|
|
|
$
|
945,565
|
|
|
$
|
404,299
|
|
|
$
|
(70,901
|
)
|
|
$
|
1,278,963
|
|
Net loss
|
—
|
|
|
—
|
|
|
(81,445
|
)
|
|
—
|
|
|
(81,445
|
)
|
||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(35,943
|
)
|
|
(35,943
|
)
|
||||
Unrealized gain on hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
9,870
|
|
|
9,870
|
|
||||
Equity component of debt discount on Convertible Senior Notes due 2022
|
—
|
|
|
10,719
|
|
|
—
|
|
|
—
|
|
|
10,719
|
|
||||
Re-acquisition of equity component of debt discount on Convertible Senior Notes due 2032
|
—
|
|
|
(1,625
|
)
|
|
—
|
|
|
—
|
|
|
(1,625
|
)
|
||||
Issuance of common stock, net of transaction costs
|
13,019
|
|
|
96,547
|
|
|
—
|
|
|
—
|
|
|
96,547
|
|
||||
Activity in company stock plans, net and other
|
1,322
|
|
|
463
|
|
|
—
|
|
|
—
|
|
|
463
|
|
||||
Share-based compensation
|
—
|
|
|
5,767
|
|
|
—
|
|
|
—
|
|
|
5,767
|
|
||||
Cumulative share-based compensation in excess of fair value of modified liability awards
|
—
|
|
|
203
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||
Excess tax from share-based compensation
|
—
|
|
|
(1,705
|
)
|
|
—
|
|
|
—
|
|
|
(1,705
|
)
|
||||
Balance, December 31, 2016
|
120,630
|
|
|
$
|
1,055,934
|
|
|
$
|
322,854
|
|
|
$
|
(96,974
|
)
|
|
$
|
1,281,814
|
|
Net income
|
—
|
|
|
—
|
|
|
30,052
|
|
|
—
|
|
|
30,052
|
|
||||
Foreign currency translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
16,264
|
|
|
16,264
|
|
||||
Unrealized gain on hedges, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
10,514
|
|
|
10,514
|
|
||||
Unrealized gain on note receivable, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
409
|
|
|
409
|
|
||||
Equity component of debt discount on Convertible Senior Notes due 2022
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
||||
Issuance of common stock, net of transaction costs
|
26,450
|
|
|
219,504
|
|
|
—
|
|
|
—
|
|
|
219,504
|
|
||||
Activity in company stock plans, net and other
|
660
|
|
|
(1,887
|
)
|
|
—
|
|
|
—
|
|
|
(1,887
|
)
|
||||
Share-based compensation
|
—
|
|
|
10,730
|
|
|
—
|
|
|
—
|
|
|
10,730
|
|
||||
Balance, December 31, 2017
|
147,740
|
|
|
$
|
1,284,274
|
|
|
$
|
352,906
|
|
|
$
|
(69,787
|
)
|
|
$
|
1,567,393
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
30,052
|
|
|
$
|
(81,445
|
)
|
|
$
|
(376,980
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
108,745
|
|
|
114,187
|
|
|
120,401
|
|
|||
Non-cash impairment charges
|
—
|
|
|
45,107
|
|
|
361,409
|
|
|||
Amortization of debt discount
|
4,688
|
|
|
5,905
|
|
|
5,957
|
|
|||
Amortization of debt issuance costs
|
6,154
|
|
|
7,733
|
|
|
5,664
|
|
|||
Share-based compensation
|
10,877
|
|
|
5,862
|
|
|
6,543
|
|
|||
Deferred income taxes
|
(54,585
|
)
|
|
14,849
|
|
|
(103,022
|
)
|
|||
Equity in losses of investments
|
2,368
|
|
|
2,166
|
|
|
124,345
|
|
|||
(Gain) loss on disposition of assets, net
|
39
|
|
|
(1,290
|
)
|
|
(92
|
)
|
|||
Loss on early extinguishment of long-term debt
|
397
|
|
|
3,540
|
|
|
—
|
|
|||
Unrealized (gains) losses and ineffectiveness on derivative contracts, net
|
(4,423
|
)
|
|
(8,800
|
)
|
|
18,281
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable, net
|
(28,424
|
)
|
|
(22,437
|
)
|
|
36,354
|
|
|||
Other current assets
|
(15,680
|
)
|
|
(2,386
|
)
|
|
7,956
|
|
|||
Income tax payable
|
3,949
|
|
|
(4,571
|
)
|
|
(7,464
|
)
|
|||
Accounts payable and accrued liabilities
|
33,381
|
|
|
(630
|
)
|
|
(63,817
|
)
|
|||
Other non-current, net
|
(45,900
|
)
|
|
(39,076
|
)
|
|
(24,730
|
)
|
|||
Net cash provided by operating activities
|
51,638
|
|
|
38,714
|
|
|
110,805
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(231,127
|
)
|
|
(186,487
|
)
|
|
(320,311
|
)
|
|||
Distributions from equity investments
|
—
|
|
|
1,200
|
|
|
7,000
|
|
|||
Proceeds from sale of equity investment
|
—
|
|
|
25,000
|
|
|
—
|
|
|||
Proceeds from sale of assets
|
10,000
|
|
|
13,177
|
|
|
17,592
|
|
|||
Net cash used in investing activities
|
(221,127
|
)
|
|
(147,110
|
)
|
|
(295,719
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Issuance of Convertible Senior Notes due 2022
|
—
|
|
|
125,000
|
|
|
—
|
|
|||
Repurchase of Convertible Senior Notes due 2032
|
—
|
|
|
(138,401
|
)
|
|
—
|
|
|||
Proceeds from term loan
|
100,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of term loan
|
(194,758
|
)
|
|
(62,742
|
)
|
|
(22,500
|
)
|
|||
Proceeds from Nordea Q5000 Loan
|
—
|
|
|
—
|
|
|
250,000
|
|
|||
Repayment of Nordea Q5000 Loan
|
(35,715
|
)
|
|
(35,714
|
)
|
|
(17,857
|
)
|
|||
Repayment of MARAD Debt
|
(6,222
|
)
|
|
(5,926
|
)
|
|
(5,644
|
)
|
|||
Debt issuance costs
|
(3,717
|
)
|
|
(4,655
|
)
|
|
(1,737
|
)
|
|||
Net proceeds from issuance of common stock
|
219,504
|
|
|
96,547
|
|
|
—
|
|
|||
Payments related to tax withholding for share-based compensation
|
(2,042
|
)
|
|
(341
|
)
|
|
(1,121
|
)
|
|||
Proceeds from issuance of ESPP shares
|
432
|
|
|
708
|
|
|
3,484
|
|
|||
Net cash provided by (used in) financing activities
|
77,482
|
|
|
(25,524
|
)
|
|
204,625
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
1,952
|
|
|
(3,625
|
)
|
|
(2,011
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(90,055
|
)
|
|
(137,545
|
)
|
|
17,700
|
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
356,647
|
|
|
494,192
|
|
|
476,492
|
|
|||
Balance, end of year
|
$
|
266,592
|
|
|
$
|
356,647
|
|
|
$
|
494,192
|
|
•
|
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,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Note receivable
(1)
|
$
|
—
|
|
|
$
|
10,000
|
|
Prepaids
|
10,102
|
|
|
13,973
|
|
||
Deferred costs
(2)
|
27,204
|
|
|
7,971
|
|
||
Other
|
4,462
|
|
|
5,444
|
|
||
Total other current assets
|
$
|
41,768
|
|
|
$
|
37,388
|
|
(1)
|
Relates to the balance of the promissory note we received in connection with the sale of our former Ingleside spoolbase in January 2014. Interest on the note was payable quarterly at a rate of
6%
per annum. In June 2017, we collected the remaining
$10 million
principal balance of this note receivable as well as accrued interest.
|
(2)
|
Primarily reflects deferred mobilization costs associated with certain long-term contracts, which are to be amortized within 12 months from the balance sheet date (Note 2).
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Note receivable, net
(1)
|
$
|
3,758
|
|
|
$
|
2,827
|
|
Prepaids
|
7,666
|
|
|
6,418
|
|
||
Deferred dry dock costs, net (Note 2)
|
12,368
|
|
|
14,766
|
|
||
Deferred costs
(2)
|
63,767
|
|
|
30,738
|
|
||
Charter fee deposit
(3)
|
12,544
|
|
|
12,544
|
|
||
Other
|
5,102
|
|
|
5,256
|
|
||
Total other assets, net
|
$
|
105,205
|
|
|
$
|
72,549
|
|
(1)
|
In 2016, we entered into an agreement with one of our customers to defer their payment obligations to June 30, 2018. On March 30, 2017, we entered into a new agreement with this customer in which we agreed to forgive all but
$4.3 million
of receivables due from the customer in exchange for its redeemable convertible bonds that approximated that amount. The bonds are redeemable by the customer at any time and the maturity date of the bonds is December 14, 2019. Interest at a rate of
5%
per annum is payable annually on the bonds. The amount at
December 31, 2017
reflected the fair value of the bonds as of that date (Note 16). The amount at December 31, 2016 was net of allowance of
$4.2 million
.
|
(2)
|
Primarily reflects deferred mobilization costs to be amortized after 12 months from the balance sheet date through the end of the applicable term of certain long-term contracts (Note 2).
|
(3)
|
Represents deposit to be used to reduce our final charter payments for the
Siem Helix
2
.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Accrued payroll and related benefits
|
$
|
30,685
|
|
|
$
|
20,705
|
|
Deferred revenue
|
12,609
|
|
|
8,911
|
|
||
Derivative liability (Note 17)
|
10,625
|
|
|
18,730
|
|
||
Other
|
17,761
|
|
|
10,268
|
|
||
Total accrued liabilities
|
$
|
71,680
|
|
|
$
|
58,614
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Investee losses in excess of investment (Note 5)
|
$
|
7,567
|
|
|
$
|
10,238
|
|
Deferred gain on sale of property (Note 4)
|
5,838
|
|
|
5,761
|
|
||
Deferred revenue
|
8,744
|
|
|
8,598
|
|
||
Derivative liability (Note 17)
|
8,150
|
|
|
20,191
|
|
||
Other
|
10,391
|
|
|
8,197
|
|
||
Total other non-current liabilities
|
$
|
40,690
|
|
|
$
|
52,985
|
|
|
|
|
December 31,
|
||||||
|
Estimated Useful Life
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
|
||||
Vessels
|
15 to 30 years
|
|
$
|
2,083,267
|
|
|
$
|
1,860,379
|
|
ROVs, trenchers and ROVDrills
|
10 years
|
|
298,227
|
|
|
309,603
|
|
||
Machinery, equipment and leasehold improvements
|
5 to 15 years
|
|
314,278
|
|
|
280,908
|
|
||
Total property and equipment
|
|
|
$
|
2,695,772
|
|
|
$
|
2,450,890
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Former term loan (was scheduled to mature June 2018)
|
$
|
—
|
|
|
$
|
192,258
|
|
Term Loan (matures June 2020)
|
97,500
|
|
|
—
|
|
||
2022 Notes (mature May 2022)
|
125,000
|
|
|
125,000
|
|
||
2032 Notes (mature March 2032)
|
60,115
|
|
|
60,115
|
|
||
MARAD Debt (matures February 2027)
|
77,000
|
|
|
83,222
|
|
||
Nordea Q5000 Loan (matures April 2020)
|
160,714
|
|
|
196,429
|
|
||
Unamortized debt discounts
|
(14,406
|
)
|
|
(19,094
|
)
|
||
Unamortized debt issuance costs
|
(10,296
|
)
|
|
(11,963
|
)
|
||
Total debt
|
495,627
|
|
|
625,967
|
|
||
Less current maturities
|
(109,861
|
)
|
|
(67,571
|
)
|
||
Long-term debt
|
$
|
385,766
|
|
|
$
|
558,396
|
|
(a)
|
The minimum required Consolidated Interest Coverage Ratio:
|
Four Fiscal Quarters Ending
|
Minimum Consolidated
Interest Coverage Ratio
|
||
|
|
|
|
December 31, 2017 and each fiscal quarter thereafter
|
2.50
|
|
to 1.00
|
(b)
|
The maximum permitted Consolidated Total Leverage Ratio or Consolidated Net Leverage Ratio:
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Total or Net Leverage Ratio
|
||
|
|
|
|
December 31, 2017
|
5.75
|
|
to 1.00
|
March 31, 2018
|
5.50
|
|
to 1.00
|
June 30, 2018
|
5.25
|
|
to 1.00
|
September 30, 2018
|
5.00
|
|
to 1.00
|
December 31, 2018 through and including March 31, 2019
|
4.50
|
|
to 1.00
|
June 30, 2019 through and including September 30, 2019
|
4.25
|
|
to 1.00
|
December 31, 2019
|
4.00
|
|
to 1.00
|
March 31, 2020 and each fiscal quarter thereafter
|
3.50
|
|
to 1.00
|
(c)
|
The maximum permitted Consolidated Secured Leverage Ratio:
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Secured Leverage Ratio
|
||
|
|
|
|
December 31, 2017 through and including June 30, 2018
|
3.00
|
|
to 1.00
|
September 30, 2018 and each fiscal quarter thereafter
|
2.50
|
|
to 1.00
|
(d)
|
The minimum required Unrestricted Cash and Cash Equivalents:
|
Consolidated Total Leverage Ratio
|
Minimum Cash
(1)
|
|
|
|
|
Greater than or equal to 4.00 to 1.00
|
$100,000,000.00
|
|
Greater than or equal to 3.50 to 1.00 but less than 4.00 to 1.00
|
$50,000,000.00
|
|
Less than 3.50 to 1.00
|
$0.00
|
(1)
|
This minimum cash balance is not required to be maintained in any particular bank account or to be segregated from other cash balances in bank accounts that we use in our ordinary course of business. Because the use of this cash is not legally restricted notwithstanding this maintenance covenant, we present it on our balance sheet as cash and cash equivalents. As of
December 31, 2017
, we were required to, and did, maintain an aggregate cash balance of at least
$100 million
in compliance with this covenant.
|
|
Term
Loan
(1)
|
|
2022
Notes
|
|
2032
Notes
(2)
|
|
MARAD
Debt
|
|
Nordea
Q5000
Loan
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than one year
|
$
|
7,500
|
|
|
$
|
—
|
|
|
$
|
60,115
|
|
|
$
|
6,532
|
|
|
$
|
35,714
|
|
|
$
|
109,861
|
|
One to two years
|
12,500
|
|
|
—
|
|
|
—
|
|
|
6,858
|
|
|
35,714
|
|
|
55,072
|
|
||||||
Two to three years
|
77,500
|
|
|
—
|
|
|
—
|
|
|
7,200
|
|
|
89,286
|
|
|
173,986
|
|
||||||
Three to four years
|
—
|
|
|
—
|
|
|
—
|
|
|
7,560
|
|
|
—
|
|
|
7,560
|
|
||||||
Four to five years
|
—
|
|
|
125,000
|
|
|
—
|
|
|
7,937
|
|
|
—
|
|
|
132,937
|
|
||||||
Over five years
|
—
|
|
|
—
|
|
|
—
|
|
|
40,913
|
|
|
—
|
|
|
40,913
|
|
||||||
Total debt
|
97,500
|
|
|
125,000
|
|
|
60,115
|
|
|
77,000
|
|
|
160,714
|
|
|
520,329
|
|
||||||
Current maturities
|
(7,500
|
)
|
|
—
|
|
|
(60,115
|
)
|
|
(6,532
|
)
|
|
(35,714
|
)
|
|
(109,861
|
)
|
||||||
Long-term debt, less current maturities
|
90,000
|
|
|
125,000
|
|
|
—
|
|
|
70,468
|
|
|
125,000
|
|
|
410,468
|
|
||||||
Unamortized debt discounts
(3)
|
—
|
|
|
(13,876
|
)
|
|
(530
|
)
|
|
—
|
|
|
—
|
|
|
(14,406
|
)
|
||||||
Unamortized debt issuance costs
(4)
|
(1,658
|
)
|
|
(2,295
|
)
|
|
(46
|
)
|
|
(4,513
|
)
|
|
(1,784
|
)
|
|
(10,296
|
)
|
||||||
Long-term debt
|
$
|
88,342
|
|
|
$
|
108,829
|
|
|
$
|
(576
|
)
|
|
$
|
65,955
|
|
|
$
|
123,216
|
|
|
$
|
385,766
|
|
(1)
|
Term Loan borrowing pursuant to the Credit Agreement matures in June 2020.
|
(2)
|
The holders of our remaining 2032 Notes may require us to repurchase the notes in
March 2018
. Accordingly, these notes are classified as current liabilities.
|
(3)
|
The 2022 Notes will increase to their face amount through accretion of the debt discount through May 2022. The 2032 Notes will increase to their face amount through accretion of the debt discount through March 2018.
|
(4)
|
Debt issuance costs are amortized over the term of the applicable debt agreement.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Interest expense
|
$
|
38,274
|
|
|
$
|
45,110
|
|
|
$
|
40,024
|
|
Interest income
|
(2,590
|
)
|
|
(2,086
|
)
|
|
(2,068
|
)
|
|||
Capitalized interest
|
(16,906
|
)
|
|
(11,785
|
)
|
|
(11,042
|
)
|
|||
Net interest expense
|
$
|
18,778
|
|
|
$
|
31,239
|
|
|
$
|
26,914
|
|
Domestic
|
$
|
(53,044
|
)
|
|
$
|
(9,631
|
)
|
|
$
|
(102,978
|
)
|
Foreign
|
2,620
|
|
|
(2,839
|
)
|
|
1,788
|
|
|||
|
$
|
(50,424
|
)
|
|
$
|
(12,470
|
)
|
|
$
|
(101,190
|
)
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
|
|
|
|
|
|||
Statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign provision
|
(6.2
|
)
|
|
(5.1
|
)
|
|
(13.7
|
)
|
Change in U.S. statutory rate
(1)
|
293.1
|
|
|
—
|
|
|
—
|
|
Mandatory U.S. repatriation
(1)
|
(39.7
|
)
|
|
—
|
|
|
—
|
|
Change in tax position
(2)
|
(31.1
|
)
|
|
—
|
|
|
—
|
|
Goodwill impairment
|
—
|
|
|
(16.8
|
)
|
|
—
|
|
Other
|
(3.6
|
)
|
|
0.2
|
|
|
(0.1
|
)
|
Effective rate
|
247.5
|
%
|
|
13.3
|
%
|
|
21.2
|
%
|
(1)
|
As a result of the U.S. tax law changes, we recorded a net deferred tax benefit of
$51.6 million
during the fourth quarter of 2017. This amount consists of two components: (i) a
$59.7 million
deferred tax benefit resulting from the remeasurement of our net deferred tax liabilities in the U.S. based on the new lower corporate income tax rate, and (ii) an
$8.1 million
deferred tax charge relating to the one-time mandatory tax on previously deferred earnings of certain non-U.S. subsidiaries that are owned either wholly or partially by one of our U.S. subsidiaries.
|
(2)
|
We consider all available evidence, both positive and negative, when determining whether a valuation allowance is required against deferred tax assets. Due to weaker near term outlook and financial results primarily associated with our Robotics segment, we currently do not anticipate generating sufficient foreign source income to fully utilize our foreign tax credits prior to their expiration. We have concluded that it is more likely than not previously recorded deferred tax assets attributable to foreign tax credits will not be realized. As a result of this change in tax position, we recorded a tax charge of
$6.3 million
in June 2017, which is comprised of a
$2.8 million
valuation allowance attributable to a foreign tax credit carryforward from 2015 and a
$3.5 million
charge attributable to the decision to deduct foreign taxes related to 2016 and 2017.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
$
|
135,824
|
|
|
$
|
192,777
|
|
Original issuance discount on 2022 Notes and 2032 Notes
|
7,727
|
|
|
11,802
|
|
||
Prepaid and other
|
437
|
|
|
1,448
|
|
||
Total deferred tax liabilities
|
$
|
143,988
|
|
|
$
|
206,027
|
|
Deferred tax assets:
|
|
|
|
||||
Net operating losses
|
$
|
(33,480
|
)
|
|
$
|
(20,910
|
)
|
Reserves, accrued liabilities and other
|
(19,496
|
)
|
|
(38,131
|
)
|
||
Total deferred tax assets
|
(52,976
|
)
|
|
(59,041
|
)
|
||
Valuation allowance
|
12,337
|
|
|
3,771
|
|
||
Net deferred tax liabilities
|
$
|
103,349
|
|
|
$
|
150,757
|
|
Deferred income tax is presented as:
|
|
|
|
||||
Current deferred tax assets
|
$
|
—
|
|
|
$
|
(16,594
|
)
|
Non-current deferred tax liabilities
|
103,349
|
|
|
167,351
|
|
||
Net deferred tax liabilities
|
$
|
103,349
|
|
|
$
|
150,757
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Balance at January 1,
|
$
|
343
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Additions for tax positions of prior years
|
—
|
|
|
343
|
|
|
—
|
|
|||
Reductions for tax positions of prior years
|
(25
|
)
|
|
—
|
|
|
—
|
|
|||
Balance at December 31,
|
$
|
318
|
|
|
$
|
343
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Cumulative foreign currency translation adjustment
|
$
|
(62,689
|
)
|
|
$
|
(78,953
|
)
|
Unrealized loss on hedges, net of tax
(1)
|
(7,507
|
)
|
|
(18,021
|
)
|
||
Unrealized gain on note receivable, net of tax
|
$
|
409
|
|
|
$
|
—
|
|
Accumulated other comprehensive loss
|
$
|
(69,787
|
)
|
|
$
|
(96,974
|
)
|
(1)
|
Relates to foreign currency hedges for the
Grand Canyon
,
Grand Canyon II
and
Grand Canyon III
charters as well as interest rate swap contracts for the Nordea Q5000 Loan, and are net of deferred income taxes totaling
$4.0 million
and
$9.7 million
as of
December 31, 2017
and
2016
, respectively (Note 17).
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Income
|
|
Shares
|
|
Income
|
|
Shares
|
|
Income
|
|
Shares
|
|||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income (loss)
|
$
|
30,052
|
|
|
|
|
$
|
(81,445
|
)
|
|
|
|
$
|
(376,980
|
)
|
|
|
|||
Less: Undistributed earnings allocated to participating securities
|
(356
|
)
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
||||||
Undistributed earnings (loss) allocated to common shares
|
$
|
29,696
|
|
|
145,295
|
|
|
$
|
(81,445
|
)
|
|
111,612
|
|
|
$
|
(376,980
|
)
|
|
105,416
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Undistributed earnings (loss) allocated to common shares
|
$
|
29,696
|
|
|
145,295
|
|
|
$
|
(81,445
|
)
|
|
111,612
|
|
|
$
|
(376,980
|
)
|
|
105,416
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Share-based awards other than participating securities
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Undistributed earnings reallocated to participating securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income (loss)
|
$
|
29,696
|
|
|
145,300
|
|
|
$
|
(81,445
|
)
|
|
111,612
|
|
|
$
|
(376,980
|
)
|
|
105,416
|
|
|
Year Ended December 31,
|
||||
|
2016
|
|
2015
|
||
|
|
|
|
||
Diluted shares (as reported)
|
111,612
|
|
|
105,416
|
|
Share-based awards
|
440
|
|
|
59
|
|
Total
|
112,052
|
|
|
105,475
|
|
Date of Grant
|
|
|
Shares
|
|
|
|
Grant Date
Fair Value
Per Share
|
|
|
Vesting Period
|
|||
|
|
|
|
|
|
|
|
|
|
|
|||
January 3, 2017
(1)
|
|
|
671,771
|
|
|
|
|
$
|
8.82
|
|
|
|
33% per year over three years
|
January 3, 2017
(2)
|
|
|
671,771
|
|
|
|
|
$
|
12.64
|
|
|
|
100% on January 1, 2020
|
January 3, 2017
(3)
|
|
|
9,956
|
|
|
|
|
$
|
8.82
|
|
|
|
100% on January 1, 2019
|
April 3, 2017
(3)
|
|
|
8,004
|
|
|
|
|
$
|
7.77
|
|
|
|
100% on January 1, 2019
|
July 3, 2017
(3)
|
|
|
14,018
|
|
|
|
|
$
|
5.64
|
|
|
|
100% on January 1, 2019
|
October 2, 2017
(3)
|
|
|
7,654
|
|
|
|
|
$
|
7.39
|
|
|
|
100% on January 1, 2019
|
December 7, 2017
(4)
|
|
|
117,740
|
|
|
|
|
$
|
6.37
|
|
|
|
100% on December 7, 2018
|
(1)
|
Reflects grants of restricted stock to our executive officers and select management employees.
|
(2)
|
Reflects grants of PSUs to our executive officers and select management employees.
|
(3)
|
Reflects grants of restricted stock to certain independent members of our Board 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.
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Shares
|
|
Grant Date
Fair Value
(1)
|
|
Shares
|
|
Grant Date
Fair Value
(1)
|
|
Shares
|
|
Grant Date
Fair Value
(1)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Awards outstanding at beginning of year
|
1,577,973
|
|
|
$
|
7.86
|
|
|
661,124
|
|
|
$
|
16.28
|
|
|
554,960
|
|
|
$
|
17.54
|
|
Granted
|
829,143
|
|
|
8.39
|
|
|
1,298,121
|
|
|
5.70
|
|
|
501,076
|
|
|
15.57
|
|
|||
Vested
(2)
|
(817,791
|
)
|
|
8.84
|
|
|
(305,588
|
)
|
|
16.94
|
|
|
(332,223
|
)
|
|
16.44
|
|
|||
Forfeited
|
(10,107
|
)
|
|
7.01
|
|
|
(75,684
|
)
|
|
7.76
|
|
|
(62,689
|
)
|
|
20.93
|
|
|||
Awards outstanding at end of year
|
1,579,218
|
|
|
$
|
7.63
|
|
|
1,577,973
|
|
|
$
|
7.86
|
|
|
661,124
|
|
|
$
|
16.28
|
|
(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 that vested during the years ended
December 31, 2017
,
2016
and
2015
was
$6.9 million
,
$2.2 million
and
$5.1 million
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
406,341
|
|
|
$
|
294,000
|
|
|
$
|
373,301
|
|
Robotics
|
152,755
|
|
|
160,580
|
|
|
301,026
|
|
|||
Production Facilities
|
64,352
|
|
|
72,358
|
|
|
75,948
|
|
|||
Intercompany elimination
|
(42,065
|
)
|
|
(39,356
|
)
|
|
(54,473
|
)
|
|||
Total
|
$
|
581,383
|
|
|
$
|
487,582
|
|
|
$
|
695,802
|
|
Net interest expense —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
(156
|
)
|
|
$
|
(109
|
)
|
|
$
|
(102
|
)
|
Robotics
|
(30
|
)
|
|
(25
|
)
|
|
29
|
|
|||
Production Facilities
|
—
|
|
|
—
|
|
|
385
|
|
|||
Corporate and elimination
|
18,964
|
|
|
31,373
|
|
|
26,602
|
|
|||
Total
|
$
|
18,778
|
|
|
$
|
31,239
|
|
|
$
|
26,914
|
|
Equity in losses of investments
|
$
|
(2,368
|
)
|
|
$
|
(2,166
|
)
|
|
$
|
(124,345
|
)
|
Income (loss) before income taxes —
|
|
|
|
|
|
||||||
Well Intervention
(1)
|
$
|
48,948
|
|
|
$
|
18,813
|
|
|
$
|
(193,572
|
)
|
Robotics
(2) (4)
|
(40,271
|
)
|
|
(73,533
|
)
|
|
2,454
|
|
|||
Production Facilities
(3)
|
25,804
|
|
|
31,695
|
|
|
(231,577
|
)
|
|||
Corporate and other and eliminations
|
(54,853
|
)
|
|
(70,890
|
)
|
|
(55,475
|
)
|
|||
Total
|
$
|
(20,372
|
)
|
|
$
|
(93,915
|
)
|
|
$
|
(478,170
|
)
|
Income tax provision (benefit) —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
(29,934
|
)
|
|
$
|
12,531
|
|
|
$
|
(1,230
|
)
|
Robotics
|
(11,972
|
)
|
|
(9,948
|
)
|
|
515
|
|
|||
Production Facilities
|
9,032
|
|
|
11,093
|
|
|
(81,052
|
)
|
|||
Corporate and other and eliminations
|
(17,550
|
)
|
|
(26,146
|
)
|
|
(19,423
|
)
|
|||
Total
|
$
|
(50,424
|
)
|
|
$
|
(12,470
|
)
|
|
$
|
(101,190
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Capital expenditures —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
230,354
|
|
|
$
|
185,892
|
|
|
$
|
307,879
|
|
Robotics
|
648
|
|
|
720
|
|
|
10,700
|
|
|||
Production Facilities
|
—
|
|
|
74
|
|
|
1,867
|
|
|||
Corporate and other
|
125
|
|
|
(199
|
)
|
|
(135
|
)
|
|||
Total
|
$
|
231,127
|
|
|
$
|
186,487
|
|
|
$
|
320,311
|
|
(1)
|
Amount in 2016 included a
$1.3 million
gain on the sale of the
Helix 534
in December 2016. Amount in 2015 included 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
goodwill impairment charge related to our U.K. well intervention reporting unit.
|
(2)
|
Amount in 2016 included a
$45.1 million
goodwill impairment charge related to our robotics reporting unit.
|
(3)
|
Amount in 2015 included a
$133.4 million
impairment charge for the
HP I
.
|
(4)
|
Amount in 2015 included 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.
|
(1)
|
Includes revenues of
$156.0 million
,
$123.6 million
and
$187.7 million
, respectively, which were from the U.K.
|
(1)
|
Primarily includes the
Q7000
vessel under construction.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Well Intervention
|
$
|
1,830,733
|
|
|
$
|
1,596,517
|
|
Robotics
|
179,853
|
|
|
186,901
|
|
||
Production Facilities
|
138,292
|
|
|
158,192
|
|
||
Corporate and other
|
213,959
|
|
|
305,331
|
|
||
Total
|
$
|
2,362,837
|
|
|
$
|
2,246,941
|
|
|
Vessels
|
|
Facilities
and Other
|
|
Total
|
||||||
|
|
|
|
|
|
||||||
2018
|
$
|
121,811
|
|
|
$
|
6,207
|
|
|
$
|
128,018
|
|
2019
|
117,731
|
|
|
5,354
|
|
|
123,085
|
|
|||
2020
|
100,373
|
|
|
4,807
|
|
|
105,180
|
|
|||
2021
|
88,425
|
|
|
4,706
|
|
|
93,131
|
|
|||
2022
|
83,617
|
|
|
4,778
|
|
|
88,395
|
|
|||
Thereafter
|
45,858
|
|
|
15,421
|
|
|
61,279
|
|
|||
Total lease commitments
|
$
|
557,815
|
|
|
$
|
41,273
|
|
|
$
|
599,088
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Interest paid, net of interest capitalized
|
$
|
10,367
|
|
|
$
|
18,749
|
|
|
$
|
14,555
|
|
Income taxes paid
|
6,015
|
|
|
5,635
|
|
|
16,905
|
|
|
Allowance
for
Uncollectible
Accounts
|
|
Deferred
Tax Asset
Valuation
Allowance
|
||||
|
|
|
|
||||
Balance at December 31, 2014
|
$
|
4,735
|
|
|
$
|
23,076
|
|
Additions
(1)
|
3,275
|
|
|
—
|
|
||
Deductions
(2)
|
(7,660
|
)
|
|
—
|
|
||
Adjustments
(3)
|
—
|
|
|
(21,140
|
)
|
||
Balance at December 31, 2015
|
350
|
|
|
1,936
|
|
||
Additions
(1)
|
1,778
|
|
|
—
|
|
||
Deductions
(2)
|
(350
|
)
|
|
—
|
|
||
Adjustments
(4)
|
—
|
|
|
1,835
|
|
||
Balance at December 31, 2016
|
1,778
|
|
|
3,771
|
|
||
Additions
(1) (5)
|
1,206
|
|
|
2,788
|
|
||
Deductions
(2)
|
(232
|
)
|
|
—
|
|
||
Adjustments
(4)
|
—
|
|
|
5,778
|
|
||
Balance at December 31, 2017
|
$
|
2,752
|
|
|
$
|
12,337
|
|
(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 reflects the write-offs of trade receivables that are either settled or deemed uncollectible.
|
(3)
|
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.
|
(4)
|
The increase in valuation allowance primarily reflects additional net operating losses in Brazil and in our Robotics segment in the U.K. for which insufficient future taxable income exists to offset the losses.
|
(5)
|
The addition of a deferred tax asset valuation allowance reflects management’s view that we will not be able to fully realize our foreign tax credits available from 2015 within the carryforward period.
|
(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, 2017 Using |
|
|
|
Valuation
Approach
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Note receivable
|
$
|
—
|
|
|
$
|
3,758
|
|
|
$
|
—
|
|
|
$
|
3,758
|
|
|
(c)
|
Interest rate swaps
|
—
|
|
|
966
|
|
|
—
|
|
|
966
|
|
|
(c)
|
||||
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
12,467
|
|
|
—
|
|
|
12,467
|
|
|
(c)
|
||||
Total net liability
|
$
|
—
|
|
|
$
|
7,743
|
|
|
$
|
—
|
|
|
$
|
7,743
|
|
|
|
|
Fair Value Measurements at
December 31, 2016 Using |
|
|
|
Valuation
Approach
|
||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
451
|
|
|
$
|
—
|
|
|
$
|
451
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
38,170
|
|
|
—
|
|
|
38,170
|
|
|
(c)
|
||||
Interest rate swaps
|
—
|
|
|
751
|
|
|
—
|
|
|
751
|
|
|
(c)
|
||||
Total net liability
|
$
|
—
|
|
|
$
|
38,470
|
|
|
$
|
—
|
|
|
$
|
38,470
|
|
|
|
|
December 31,
|
||||||||||||||
|
2017
|
|
2016
|
||||||||||||
|
Carrying
Value
(1)
|
|
Fair
Value
(2)
|
|
Carrying
Value
(1)
|
|
Fair
Value
(2)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Former term loan (was scheduled to mature June 2018)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
192,258
|
|
|
$
|
192,258
|
|
Term Loan (matures April 2020)
|
97,500
|
|
|
98,231
|
|
|
—
|
|
|
—
|
|
||||
Nordea Q5000 Loan (matures April 2020)
|
160,714
|
|
|
160,111
|
|
|
196,429
|
|
|
192,746
|
|
||||
MARAD Debt (matures February 2027)
|
77,000
|
|
|
82,058
|
|
|
83,222
|
|
|
92,049
|
|
||||
2022 Notes (mature May 2022)
|
125,000
|
|
|
124,219
|
|
|
125,000
|
|
|
130,156
|
|
||||
2032 Notes (mature March 2032)
|
60,115
|
|
|
60,040
|
|
|
60,115
|
|
|
59,965
|
|
||||
Total debt
|
$
|
520,329
|
|
|
$
|
524,659
|
|
|
$
|
657,024
|
|
|
$
|
667,174
|
|
(1)
|
Carrying value includes current maturities and excludes the related unamortized debt discount and debt issuance costs. See Note 6 for additional disclosures on our long-term debt.
|
(2)
|
The estimated fair value of the 2022 Notes and the 2032 Notes was determined using Level 1 inputs under the market approach. The fair value of the Nordea Q5000 Loan, the MARAD Debt, the Term Loan, and our previous term loan that was scheduled to mature June 2018 was estimated using Level 2 fair value inputs under the market approach, which was determined using a third party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms.
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Asset Derivative Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other current assets
|
|
$
|
311
|
|
|
Other current assets
|
|
$
|
—
|
|
Interest rate swaps
|
Other assets, net
|
|
655
|
|
|
Other assets, net
|
|
451
|
|
||
|
|
|
$
|
966
|
|
|
|
|
$
|
451
|
|
|
|
|
|
|
|
|
|
||||
Liability Derivative Instruments:
|
|
|
|
|
|
|
|||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
7,492
|
|
|
Accrued liabilities
|
|
$
|
14,056
|
|
Interest rate swaps
|
Accrued liabilities
|
|
—
|
|
|
Accrued liabilities
|
|
751
|
|
||
Foreign exchange contracts
|
Other non-current liabilities
|
|
4,975
|
|
|
Other non-current liabilities
|
|
13,383
|
|
||
|
|
|
$
|
12,467
|
|
|
|
|
$
|
28,190
|
|
|
December 31,
|
||||||||||
|
2017
|
|
2016
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Liability Derivative Instruments:
|
|
|
|
|
|
|
|||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
3,133
|
|
|
Accrued liabilities
|
|
$
|
3,923
|
|
Foreign exchange contracts
|
Other non-current liabilities
|
|
3,175
|
|
|
Other non-current liabilities
|
|
6,808
|
|
||
|
|
|
$
|
6,308
|
|
|
|
|
$
|
10,731
|
|
|
Gain (Loss) Recognized in OCI
on Derivative Instruments, Net of Tax
(Effective Portion)
|
||||||||||
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
$
|
9,732
|
|
|
$
|
9,397
|
|
|
$
|
4,734
|
|
Interest rate swaps
|
782
|
|
|
473
|
|
|
(534
|
)
|
|||
|
$
|
10,514
|
|
|
$
|
9,870
|
|
|
$
|
4,200
|
|
|
Location of Loss
Reclassified from
Accumulated OCI
into Earnings
|
|
Loss Reclassified from
Accumulated OCI into Earnings
(Effective Portion)
|
||||||||||
|
|
Year Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
Cost of sales
|
|
$
|
(12,300
|
)
|
|
$
|
(10,827
|
)
|
|
$
|
(11,516
|
)
|
Interest rate swaps
|
Net interest expense
|
|
(615
|
)
|
|
(2,024
|
)
|
|
(2,143
|
)
|
|||
|
|
|
$
|
(12,915
|
)
|
|
$
|
(12,851
|
)
|
|
$
|
(13,659
|
)
|
|
Location of Gain (Loss)
Recognized in Earnings
on Derivative Instruments
|
|
Gain (Loss) Recognized
in Earnings on Derivative Instruments
|
||||||||||
|
|
Year Ended December 31,
|
|||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||
|
|
|
|
|
|
|
|
||||||
Foreign exchange contracts
|
Other income (expense), net
|
|
$
|
818
|
|
|
$
|
1,198
|
|
|
$
|
(18,014
|
)
|
|
|
|
$
|
818
|
|
|
$
|
1,198
|
|
|
$
|
(18,014
|
)
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
104,528
|
|
|
$
|
150,329
|
|
|
$
|
163,260
|
|
|
$
|
163,266
|
|
Gross profit (loss)
|
(825
|
)
|
|
18,367
|
|
|
21,141
|
|
|
23,483
|
|
||||
Net income (loss)
(1)
|
(16,415
|
)
|
|
(6,403
|
)
|
|
2,290
|
|
|
50,580
|
|
||||
Basic earnings (loss) per common share
|
$
|
(0.11
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.02
|
|
|
$
|
0.34
|
|
Diluted earnings (loss) per common share
|
$
|
(0.11
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
0.02
|
|
|
$
|
0.34
|
|
|
Quarter Ended
|
||||||||||||||
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
91,039
|
|
|
$
|
107,267
|
|
|
$
|
161,245
|
|
|
$
|
128,031
|
|
Gross profit (loss)
|
(16,930
|
)
|
|
5,658
|
|
|
40,184
|
|
|
17,604
|
|
||||
Net income (loss)
(2)
|
(27,823
|
)
|
|
(10,671
|
)
|
|
11,462
|
|
|
(54,413
|
)
|
||||
Basic earnings (loss) per common share
|
$
|
(0.26
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.46
|
)
|
Diluted earnings (loss) per common share
|
$
|
(0.26
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
0.10
|
|
|
$
|
(0.46
|
)
|
(1)
|
Amount in the fourth quarter of 2017 included a
$51.6 million
income tax benefit as a result of the U.S. tax law changes enacted in December 2017.
|
(2)
|
Amount in the fourth quarter of 2016 included a
$45.1 million
goodwill impairment charge related to our robotics reporting unit (Note 2).
|
•
|
Report of Independent Registered Public Accounting Firm — KPMG
|
•
|
Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting — KPMG
|
•
|
Report of Independent Registered Public Accounting Firm — Ernst & Young
|
•
|
Report of Independent Registered Public Accounting Firm — Deloitte & Touche (Deepwater Gateway)
|
•
|
Report of Independent Registered Public Accounting Firm — Deloitte & Touche (Independence Hub)
|
•
|
Consolidated Balance Sheets as of
December 31, 2017
and
2016
|
•
|
Consolidated Statements of Operations for the Years Ended
December 31, 2017
,
2016
and
2015
|
•
|
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended
December 31, 2017
,
2016
and
2015
|
•
|
Consolidated Statements of Shareholders’ Equity for the Years Ended
December 31, 2017
,
2016
and
2015
|
•
|
Consolidated Statements of Cash Flows for the Years Ended
December 31, 2017
,
2016
and
2015
|
•
|
Notes to Consolidated Financial Statements
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
3.1
|
|
|
||
3.2
|
|
|
||
4.1
|
|
|
||
4.2
|
|
|
||
4.3
|
|
|
||
4.4
|
|
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
4.5
|
|
|
||
4.6
|
|
|
||
4.7
|
|
|
||
4.8
|
|
|
||
4.9
|
|
|
||
4.10
|
|
|
||
4.11
|
|
|
||
4.12
|
|
|
||
4.13
|
|
|
||
4.14
|
|
|
||
4.15
|
|
|
||
4.16
|
|
|
||
4.17
|
|
|
||
4.18
|
|
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
4.19
|
|
|
||
4.20
|
|
|
||
4.21
|
|
|
||
4.22
|
|
|
||
10.1 *
|
|
|
||
10.2 *
|
|
|
||
10.3 *
|
|
|
||
10.4 *
|
|
|
||
10.5 *
|
|
|
||
10.6 *
|
|
|
||
10.7 *
|
|
|
||
10.8 *
|
|
|
||
10.9 *
|
|
|
||
10.10 *
|
|
|
||
10.11 *
|
|
|
||
10.12 *
|
|
|
||
10.13 *
|
|
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
10.14 *
|
|
|
||
10.15 *
|
|
|
||
10.16 *
|
|
|
||
10.17 *
|
|
|
||
10.18 *
|
|
|
||
10.19 *
|
|
|
||
10.20
|
|
|
||
10.21
|
|
|
||
10.22
|
|
|
||
10.23
|
|
|
||
10.24
|
|
|
||
10.25
|
|
|
||
10.26
|
|
|
||
10.27
|
|
|
||
10.28
|
|
|
||
10.29
|
|
|
||
10.30
|
|
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
10.31
|
|
|
||
10.32
|
|
|
||
10.33
|
|
|
||
14.1
|
|
|
||
16.1
|
|
|
||
21.1
|
|
|
||
23.1
|
|
|
||
23.2
|
|
|
||
23.3
|
|
|
||
23.4
|
|
|
||
31.1
|
|
|
||
31.2
|
|
|
||
32.1
|
|
|
||
|
|
|
|
|
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
|
|
HELIX ENERGY SOLUTIONS GROUP, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ ERIK STAFFELDT
|
|
|
|
Erik Staffeldt
|
|
|
|
Senior Vice President and
|
|
|
|
Chief Financial Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ OWEN KRATZ
|
|
President, Chief Executive Officer and Director
(principal executive officer)
|
|
February 23, 2018
|
Owen Kratz
|
|
|
|
|
|
|
|
|
|
/s/ ERIK STAFFELDT
|
|
Senior Vice President and Chief Financial Officer
(principal financial officer and
principal accounting officer)
|
|
February 23, 2018
|
Erik Staffeldt
|
|
|
|
|
|
|
|
|
|
/s/ JOHN V. LOVOI
|
|
Director
|
|
February 23, 2018
|
John V. Lovoi
|
|
|
|
|
|
|
|
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/s/ NANCY K. QUINN
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Director
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February 23, 2018
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Nancy K. Quinn
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/s/ JAN A. RASK
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Director
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February 23, 2018
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Jan A. Rask
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/s/ WILLIAM L. TRANSIER
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Director
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February 23, 2018
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William L. Transier
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/s/ JAMES A. WATT
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Director
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February 23, 2018
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James A. Watt
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1.
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Accountability
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2.
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Promotion of Honest and Ethical Conduct; Conflicts of Interest
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3.
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Compliance with Applicable Laws, Rules and Regulations
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4.
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Confidentiality
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5.
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Fair and Full Disclosure
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6.
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Reporting
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7.
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Amendments and Waivers
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8.
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Disclosure of this Senior Officers Code
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Name of Subsidiary
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Jurisdiction of Formation
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Cal Dive I-Title XI, Inc.
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Texas
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Canyon Offshore, Inc.
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Texas
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Canyon Offshore International Corp.
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Texas
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Canyon Offshore Limited
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Scotland
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Deepwater Abandonment Alternatives, Inc.
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Texas
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Energy Resource Technology (U.K.) Limited
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Scotland
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ERT Camelot Limited
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Scotland
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Helix do Brasil Serviços de Petróleo Ltda
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Brazil
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Helix Energy Services PTE. Limited
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Singapore
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Helix Energy Solutions (U.K.) Limited
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Scotland
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Helix HR Services Limited
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Scotland
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Helix Group Holdings S.à r.l.
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Grand Duchy of Luxembourg
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Helix Offshore Crewing Services PTE. Ltd.
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Singapore
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Helix Offshore International Holdings S.à r.l.
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Grand Duchy of Luxembourg
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Helix Offshore International, Inc.
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Texas
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Helix Offshore International S.à r.l.
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Grand Duchy of Luxembourg
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Helix Offshore Ltd.
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Cayman Islands
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Helix Offshore Services A.S.
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Norway
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Helix Offshore Services S.à r.l.
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Grand Duchy of Luxembourg
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Helix Property Corp.
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Texas
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Helix Q5000 Holdings S.à r.l.
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Grand Duchy of Luxembourg
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Helix Q7000 Vessel Holdings S.à r.l.
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Grand Duchy of Luxembourg
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Helix Subsea Construction, Inc.
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Delaware
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Helix Vessel Finance S.à r.l.
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Grand Duchy of Luxembourg
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Helix Well Ops Inc.
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Texas
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Helix Well Ops S.à r.l.
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Grand Duchy of Luxembourg
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Helix Well Ops (U.K.) Limited
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Scotland
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Independence Hub, LLC (20%)
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Delaware
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Kommandor LLC
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Delaware
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Offshore Well Services, S. de R.L. de C.V.
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Mexico
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1.
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I have reviewed this Annual Report on Form 10-K of Helix Energy Solutions Group, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Owen Kratz
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Owen Kratz
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President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Helix Energy Solutions Group, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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/s/ Erik Staffeldt
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Erik Staffeldt
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Helix.
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/s/ Owen Kratz
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Owen Kratz
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President and Chief Executive Officer
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/s/ Erik Staffeldt
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Erik Staffeldt
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Senior Vice President and Chief Financial Officer
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