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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Helix Energy Solutions Group Inc | NYSE:HLX | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.02 | 0.18% | 11.37 | 11.52 | 11.27 | 11.35 | 1,356,951 | 22:45:29 |
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þ
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Quarterly 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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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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||
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(Do not check if a smaller reporting company)
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PART I.
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FINANCIAL INFORMATION
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PAGE
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Item 1.
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Financial Statements:
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Item 2.
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Item 3.
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Item 4.
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PART II.
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OTHER INFORMATION
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Item 1.
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Item 2.
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Item 6.
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March 31,
2017 |
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December 31,
2016 |
||||
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(Unaudited)
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ASSETS
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|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
537,726
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$
|
356,647
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Accounts receivable:
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|
||||
Trade, net of allowance for uncollectible accounts of $2,984 and $1,778, respectively
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50,904
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101,825
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Unbilled revenue and other
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25,821
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|
10,328
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Current deferred tax assets
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—
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16,594
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|
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Other current assets
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43,439
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37,388
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Total current assets
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657,890
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522,782
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Property and equipment
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2,511,931
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2,450,890
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||
Less accumulated depreciation
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(824,096
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)
|
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(799,280
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)
|
||
Property and equipment, net
|
1,687,835
|
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1,651,610
|
|
||
Other assets, net
|
86,565
|
|
|
72,549
|
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Total assets
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$
|
2,432,290
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$
|
2,246,941
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||||
LIABILITIES AND SHAREHOLDERS' EQUITY
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|||||||
Current liabilities:
|
|
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|
||||
Accounts payable
|
$
|
74,714
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|
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$
|
60,210
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Accrued liabilities
|
58,020
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|
|
58,614
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Current maturities of long-term debt
|
67,724
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|
67,571
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Total current liabilities
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200,458
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|
186,395
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Long-term debt
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541,664
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|
558,396
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Deferred tax liabilities
|
148,187
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|
|
167,351
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|
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Other non-current liabilities
|
49,942
|
|
|
52,985
|
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Total liabilities
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940,251
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|
|
965,127
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Commitments and contingencies
|
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Shareholders
’
equity:
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|
||||
Common stock, no par, 240,000 shares authorized, 147,646 and 120,630 shares issued, respectively
|
1,276,623
|
|
|
1,055,934
|
|
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Retained earnings
|
306,439
|
|
|
322,854
|
|
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Accumulated other comprehensive loss
|
(91,023
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)
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|
(96,974
|
)
|
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Total shareholders
’
equity
|
1,492,039
|
|
|
1,281,814
|
|
||
Total liabilities and shareholders
’
equity
|
$
|
2,432,290
|
|
|
$
|
2,246,941
|
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|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net revenues
|
$
|
104,528
|
|
|
$
|
91,039
|
|
Cost of sales
|
105,353
|
|
|
107,969
|
|
||
Gross loss
|
(825
|
)
|
|
(16,930
|
)
|
||
Loss on disposition of assets, net
|
(39
|
)
|
|
—
|
|
||
Selling, general and administrative expenses
|
(16,841
|
)
|
|
(13,826
|
)
|
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Loss from operations
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(17,705
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)
|
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(30,756
|
)
|
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Equity in losses of investment
|
(152
|
)
|
|
(123
|
)
|
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Net interest expense
|
(5,226
|
)
|
|
(10,684
|
)
|
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Other income (expense), net
|
(535
|
)
|
|
1,880
|
|
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Other income – oil and gas
|
2,602
|
|
|
2,572
|
|
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Loss before income taxes
|
(21,016
|
)
|
|
(37,111
|
)
|
||
Income tax benefit
|
(4,601
|
)
|
|
(9,288
|
)
|
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Net loss
|
$
|
(16,415
|
)
|
|
$
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(27,823
|
)
|
|
|
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|
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Loss per share of common stock:
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|
||||
Basic
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$
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(0.11
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)
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$
|
(0.26
|
)
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Diluted
|
$
|
(0.11
|
)
|
|
$
|
(0.26
|
)
|
|
|
|
|
||||
Weighted average common shares outstanding:
|
|
|
|
||||
Basic
|
143,244
|
|
|
105,908
|
|
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Diluted
|
143,244
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|
|
105,908
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|
|
|
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Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
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|
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|
||||
Net loss
|
$
|
(16,415
|
)
|
|
$
|
(27,823
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
||||
Unrealized gain on hedges arising during the period
|
909
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|
|
3,376
|
|
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Reclassification adjustments for loss on hedges included in net loss
|
3,490
|
|
|
3,440
|
|
||
Income taxes on unrealized gain on hedges
|
(1,556
|
)
|
|
(2,317
|
)
|
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Unrealized gain on hedges, net of tax
|
2,843
|
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|
4,499
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|
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Foreign currency translation gain (loss) arising during the period
|
3,108
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|
(6,575
|
)
|
||
Reclassification adjustment for translation loss realized upon liquidation
|
—
|
|
|
289
|
|
||
Foreign currency translation gain (loss)
|
3,108
|
|
|
(6,286
|
)
|
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Other comprehensive income (loss), net of tax
|
5,951
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|
|
(1,787
|
)
|
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Comprehensive loss
|
$
|
(10,464
|
)
|
|
$
|
(29,610
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(16,415
|
)
|
|
$
|
(27,823
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
30,858
|
|
|
31,565
|
|
||
Amortization of debt discount
|
1,144
|
|
|
1,567
|
|
||
Amortization of debt issuance costs
|
1,358
|
|
|
3,837
|
|
||
Share-based compensation
|
2,772
|
|
|
1,408
|
|
||
Deferred income taxes
|
(4,685
|
)
|
|
(8,931
|
)
|
||
Equity in losses of investment
|
152
|
|
|
123
|
|
||
Loss on disposition of assets, net
|
39
|
|
|
—
|
|
||
Unrealized gain and ineffectiveness on derivative contracts, net
|
(1,072
|
)
|
|
(4,349
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
36,130
|
|
|
31,522
|
|
||
Other current assets
|
(4,814
|
)
|
|
(2,505
|
)
|
||
Income tax receivable
|
(1,148
|
)
|
|
(2,815
|
)
|
||
Accounts payable and accrued liabilities
|
6,697
|
|
|
(21,108
|
)
|
||
Other non-current, net
|
(22,167
|
)
|
|
(1,684
|
)
|
||
Net cash provided by operating activities
|
28,849
|
|
|
807
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(48,000
|
)
|
|
(22,869
|
)
|
||
Distribution from equity investment
|
—
|
|
|
1,200
|
|
||
Proceeds from sale of equity investment
|
—
|
|
|
25,000
|
|
||
Proceeds from sale of assets
|
—
|
|
|
10,887
|
|
||
Net cash provided by (used in) investing activities
|
(48,000
|
)
|
|
14,218
|
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Repayment of Nordea Q5000 Loan
|
(8,929
|
)
|
|
(8,929
|
)
|
||
Repayment of Term Loan
|
(6,409
|
)
|
|
(7,500
|
)
|
||
Repayment of MARAD Debt
|
(3,073
|
)
|
|
(2,927
|
)
|
||
Debt issuance costs
|
(54
|
)
|
|
(1,211
|
)
|
||
Net proceeds from issuance of common stock
|
219,509
|
|
|
—
|
|
||
Payments related to tax withholding for share-based compensation
|
(1,306
|
)
|
|
(173
|
)
|
||
Proceeds from issuance of ESPP shares
|
144
|
|
|
600
|
|
||
Net cash provided by (used in) financing activities
|
199,882
|
|
|
(20,140
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
348
|
|
|
(893
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
181,079
|
|
|
(6,008
|
)
|
||
Cash and cash equivalents:
|
|
|
|
||||
Balance, beginning of year
|
356,647
|
|
|
494,192
|
|
||
Balance, end of period
|
$
|
537,726
|
|
|
$
|
488,184
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Note receivable
(1)
|
$
|
10,000
|
|
|
$
|
10,000
|
|
Prepaid insurance
|
4,492
|
|
|
4,426
|
|
||
Other prepaids
|
8,829
|
|
|
9,547
|
|
||
Deferred costs
(2)
|
13,466
|
|
|
7,971
|
|
||
Spare parts inventory
|
2,482
|
|
|
2,548
|
|
||
Income tax receivable
|
2,005
|
|
|
880
|
|
||
Value added tax receivable
|
957
|
|
|
1,345
|
|
||
Other
|
1,208
|
|
|
671
|
|
||
Total other current assets
|
$
|
43,439
|
|
|
$
|
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 is payable quarterly at a rate of
6%
per annum. The remaining
$10 million
principal balance, which was due on December 31, 2016, was not paid when due. We expect to collect the full balance of this note receivable.
|
(2)
|
Primarily reflects the associated deferred mobilization costs to be amortized within 12 months from the balance sheet date with respect to certain long-term contracts.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Note receivable, net
(1)
|
$
|
3,129
|
|
|
$
|
2,827
|
|
Prepaids
|
8,262
|
|
|
6,418
|
|
||
Deferred dry dock costs, net
|
13,413
|
|
|
14,766
|
|
||
Deferred costs
(2)
|
44,182
|
|
|
30,738
|
|
||
Deferred financing costs, net
(3)
|
3,121
|
|
|
3,745
|
|
||
Charter fee deposit
(4)
|
12,544
|
|
|
12,544
|
|
||
Other
|
1,914
|
|
|
1,511
|
|
||
Total other assets, net
|
$
|
86,565
|
|
|
$
|
72,549
|
|
(1)
|
In 2016, we entered into an agreement with one of our customers to defer their payment obligations until 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 our outstanding receivables due from the customer, and in exchange we received 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 on the bonds annually. Amounts presented, net of allowance of
$1.2 million
at
March 31, 2017
and
$4.2 million
at December 31, 2016, reflect our estimated fair value of the note receivable.
|
(2)
|
Primarily reflects the associated 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.
|
(3)
|
Represents unamortized debt issuance costs related to our Revolving Credit Facility (Note 6).
|
(4)
|
Deposit amount will be used to reduce our final charter payments for the
Siem Helix
2
.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Accrued payroll and related benefits
|
$
|
21,429
|
|
|
$
|
20,705
|
|
Deferred revenue
|
10,114
|
|
|
8,911
|
|
||
Accrued interest
|
2,998
|
|
|
3,758
|
|
||
Derivative liability (Note 14)
|
16,216
|
|
|
18,730
|
|
||
Taxes payable excluding income tax payable
|
1,941
|
|
|
1,214
|
|
||
Other
|
5,322
|
|
|
5,296
|
|
||
Total accrued liabilities
|
$
|
58,020
|
|
|
$
|
58,614
|
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Investee losses in excess of investment (Note 5)
|
$
|
10,390
|
|
|
$
|
10,238
|
|
Deferred gain on sale of property
(1)
|
5,751
|
|
|
5,761
|
|
||
Deferred revenue
|
8,802
|
|
|
8,598
|
|
||
Derivative liability (Note 14)
|
17,352
|
|
|
20,191
|
|
||
Other
|
7,647
|
|
|
8,197
|
|
||
Total other non-current liabilities
|
$
|
49,942
|
|
|
$
|
52,985
|
|
(1)
|
Relates to the sale and lease-back of our office and warehouse property located in Aberdeen, Scotland in January 2016. The deferred gain is amortized over a
15
-year minimum lease term.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Interest paid, net of interest capitalized
|
$
|
3,557
|
|
|
$
|
7,483
|
|
Income taxes paid
|
$
|
1,233
|
|
|
$
|
2,593
|
|
|
Term
Loan
|
|
2022
Notes
|
|
2032
Notes
(1)
|
|
MARAD
Debt
|
|
Nordea
Q5000
Loan
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Less than one year
|
$
|
25,634
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,375
|
|
|
$
|
35,715
|
|
|
$
|
67,724
|
|
One to two years
|
160,215
|
|
|
—
|
|
|
—
|
|
|
6,693
|
|
|
35,714
|
|
|
202,622
|
|
||||||
Two to three years
|
—
|
|
|
—
|
|
|
—
|
|
|
7,027
|
|
|
35,714
|
|
|
42,741
|
|
||||||
Three to four years
|
—
|
|
|
—
|
|
|
—
|
|
|
7,378
|
|
|
80,357
|
|
|
87,735
|
|
||||||
Four to five years
|
—
|
|
|
—
|
|
|
—
|
|
|
7,746
|
|
|
—
|
|
|
7,746
|
|
||||||
Over five years
|
—
|
|
|
125,000
|
|
|
60,115
|
|
|
44,930
|
|
|
—
|
|
|
230,045
|
|
||||||
Total debt
|
185,849
|
|
|
125,000
|
|
|
60,115
|
|
|
80,149
|
|
|
187,500
|
|
|
638,613
|
|
||||||
Current maturities
|
(25,634
|
)
|
|
—
|
|
|
—
|
|
|
(6,375
|
)
|
|
(35,715
|
)
|
|
(67,724
|
)
|
||||||
Long-term debt, less current maturities
|
160,215
|
|
|
125,000
|
|
|
60,115
|
|
|
73,774
|
|
|
151,785
|
|
|
570,889
|
|
||||||
Unamortized debt discount
(2)
|
—
|
|
|
(15,873
|
)
|
|
(2,077
|
)
|
|
—
|
|
|
—
|
|
|
(17,950
|
)
|
||||||
Unamortized debt issuance costs
(3)
|
(1,159
|
)
|
|
(2,694
|
)
|
|
(185
|
)
|
|
(4,879
|
)
|
|
(2,358
|
)
|
|
(11,275
|
)
|
||||||
Long-term debt
|
$
|
159,056
|
|
|
$
|
106,433
|
|
|
$
|
57,853
|
|
|
$
|
68,895
|
|
|
$
|
149,427
|
|
|
$
|
541,664
|
|
(1)
|
Beginning in March 2018, the holders of our Convertible Senior Notes due 2032 may require us to repurchase these notes or we may at our option elect to repurchase these notes. The notes will mature in
March 2032
.
|
(2)
|
Our Convertible Senior Notes due 2022 will increase to their face amount through accretion of non-cash interest charges through May 2022. Our Convertible Senior Notes due 2032 will increase to their face amount through accretion of non-cash interest charges through March 2018.
|
(3)
|
Debt issuance costs are amortized over the term of the applicable debt agreement.
|
(a)
|
The minimum permitted Consolidated Interest Coverage Ratio was revised as follows:
|
Four Fiscal Quarters Ending
|
Minimum Consolidated
Interest Coverage Ratio
|
||
|
|
|
|
December 31, 2016 through and including March 31, 2017
|
2.75
|
|
to 1.00
|
June 30, 2017 and each fiscal quarter thereafter
|
3.00
|
|
to 1.00
|
(b)
|
The maximum permitted Consolidated Leverage Ratio was revised as follows:
|
Four Fiscal Quarters Ending
|
Maximum Consolidated
Leverage Ratio
|
||
|
|
|
|
March 31, 2017
|
4.75
|
|
to 1.00
|
June 30, 2017
|
4.25
|
|
to 1.00
|
September 30, 2017
|
3.75
|
|
to 1.00
|
December 31, 2017 and each fiscal quarter thereafter
|
3.50
|
|
to 1.00
|
(c)
|
A financial covenant was established requiring us to maintain a minimum cash balance if our Consolidated Leverage Ratio is 3.50x or greater, as described below. 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 as cash and cash equivalents on our balance sheet. As of
March 31, 2017
, we needed to maintain an aggregate cash balance of at least
$100 million
in order to comply with this covenant.
|
Consolidated Leverage Ratio
|
Minimum Cash Balance
|
|
|
|
|
Greater than or equal to 4.50x
|
$150,000,000.00
|
|
Greater than or equal to 4.00x but less than 4.50x
|
$100,000,000.00
|
|
Greater than or equal to 3.50x but less than 4.00x
|
$50,000,000.00
|
|
Less than 3.50x
|
$0.00
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Cumulative foreign currency translation adjustment
|
$
|
(75,845
|
)
|
|
$
|
(78,953
|
)
|
Unrealized loss on hedges, net
(1)
|
(15,178
|
)
|
|
(18,021
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(91,023
|
)
|
|
$
|
(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
$8.2 million
at
March 31, 2017
and
$9.7 million
at
December 31, 2016
(Note 14).
|
|
Three Months Ended
March 31, |
||||
|
2017
|
|
2016
|
||
|
|
|
|
||
Diluted shares (as reported)
|
143,244
|
|
|
105,908
|
|
Share-based awards
|
261
|
|
|
7
|
|
Total
|
143,505
|
|
|
105,915
|
|
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
|
(1)
|
Reflects the grant of restricted stock to our executive officers and select management employees.
|
(2)
|
Reflects the grant of performance share units (“PSUs”) to our executive officers and select management employees. The PSUs provide for an award based on the performance of our common stock over a
three
-year period with the maximum amount of the award being
200%
of the original awarded PSUs and the minimum amount being
zero
. For the 2017 awards, vested PSUs can only be settled in shares of our common stock.
|
(3)
|
Reflects the grant of restricted stock to certain independent members of our Board of Directors (the “Board”) who have made an election to take their quarterly fees in stock in lieu of cash.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Net revenues —
|
|
|
|
||||
Well Intervention
|
$
|
74,621
|
|
|
$
|
46,056
|
|
Robotics
|
21,968
|
|
|
31,994
|
|
||
Production Facilities
|
16,375
|
|
|
18,482
|
|
||
Intercompany elimination
|
(8,436
|
)
|
|
(5,493
|
)
|
||
Total
|
$
|
104,528
|
|
|
$
|
91,039
|
|
|
|
|
|
||||
Income (loss) from operations —
|
|
|
|
||||
Well Intervention
|
$
|
1,418
|
|
|
$
|
(16,688
|
)
|
Robotics
|
(16,306
|
)
|
|
(12,750
|
)
|
||
Production Facilities
|
6,924
|
|
|
7,183
|
|
||
Corporate and other
|
(9,962
|
)
|
|
(8,669
|
)
|
||
Intercompany elimination
|
221
|
|
|
168
|
|
||
Total
|
$
|
(17,705
|
)
|
|
$
|
(30,756
|
)
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Well Intervention
|
$
|
1,678,774
|
|
|
$
|
1,596,517
|
|
Robotics
|
167,949
|
|
|
186,901
|
|
||
Production Facilities
|
154,753
|
|
|
158,192
|
|
||
Corporate and other
|
430,814
|
|
|
305,331
|
|
||
Total
|
$
|
2,432,290
|
|
|
$
|
2,246,941
|
|
•
|
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.
|
(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
March 31, 2017 Using |
|
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
(1)
|
|
Level 3
|
|
Total
|
|
Valuation
Approach
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
569
|
|
|
$
|
—
|
|
|
$
|
569
|
|
|
(c)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
23,547
|
|
|
$
|
—
|
|
|
$
|
23,547
|
|
|
(c)
|
Interest rate swaps
|
—
|
|
|
362
|
|
|
—
|
|
|
362
|
|
|
(c)
|
||||
Total liability
|
$
|
—
|
|
|
$
|
23,340
|
|
|
$
|
—
|
|
|
$
|
23,340
|
|
|
|
|
Fair Value Measurements at
December 31, 2016 Using |
|
|
|
|
||||||||||||
|
Level 1
|
|
Level 2
(1)
|
|
Level 3
|
|
Total
|
|
Valuation
Approach
|
||||||||
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
|
|
|
|
(1)
|
Unless otherwise indicated, the fair value of our Level 2 derivative instruments reflects our best estimate and is based upon exchange or over-the-counter quotations whenever they are available. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, we utilize other valuation techniques or models to estimate market values. These modeling techniques require us to make estimations of future prices, price correlation and market volatility and liquidity based on market data. Our actual results may differ from our estimates, and these differences could be positive or negative. See Note 14 for further discussion on fair value of our derivative instruments.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||||||
|
Carrying
Value
(1)
|
|
Fair
Value
(2)
|
|
Carrying
Value
(1)
|
|
Fair
Value
(2)
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Term Loan (matures June 2018)
|
$
|
185,849
|
|
|
$
|
187,475
|
|
|
$
|
192,258
|
|
|
$
|
192,258
|
|
Nordea Q5000 Loan (matures April 2020)
|
187,500
|
|
|
184,806
|
|
|
196,429
|
|
|
192,746
|
|
||||
MARAD Debt (matures February 2027)
|
80,149
|
|
|
93,644
|
|
|
83,222
|
|
|
92,049
|
|
||||
2022 Notes (mature May 2022)
|
125,000
|
|
|
123,750
|
|
|
125,000
|
|
|
130,156
|
|
||||
2032 Notes (mature March 2032)
|
60,115
|
|
|
60,265
|
|
|
60,115
|
|
|
59,965
|
|
||||
Total debt
|
$
|
638,613
|
|
|
$
|
649,940
|
|
|
$
|
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 Term Loan, the Nordea Q5000 Loan and the MARAD Debt was estimated using Level 2 fair value inputs under the market approach. The fair value of the Term Loan, the Nordea Q5000 Loan and the MARAD Debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms.
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Asset Derivative Instruments:
|
|
|
|
|
|
|
|
||||
Interest rate swaps
|
Other assets, net
|
|
$
|
569
|
|
|
Other assets, net
|
|
$
|
451
|
|
|
|
|
$
|
569
|
|
|
|
|
$
|
451
|
|
|
|
|
|
|
|
|
|
||||
Liability Derivative Instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
12,167
|
|
|
Accrued liabilities
|
|
$
|
14,056
|
|
Interest rate swaps
|
Accrued liabilities
|
|
362
|
|
|
Accrued liabilities
|
|
751
|
|
||
Foreign exchange contracts
|
Other non-current liabilities
|
|
11,380
|
|
|
Other non-current liabilities
|
|
13,383
|
|
||
|
|
|
$
|
23,909
|
|
|
|
|
$
|
28,190
|
|
|
March 31, 2017
|
|
December 31, 2016
|
||||||||
|
Balance Sheet
Location
|
|
Fair
Value
|
|
Balance Sheet
Location
|
|
Fair
Value
|
||||
Liability Derivative Instruments:
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accrued liabilities
|
|
$
|
3,687
|
|
|
Accrued liabilities
|
|
$
|
3,923
|
|
Foreign exchange contracts
|
Other non-current liabilities
|
|
5,972
|
|
|
Other non-current liabilities
|
|
6,808
|
|
||
|
|
|
$
|
9,659
|
|
|
|
|
$
|
10,731
|
|
|
Gain (Loss) Recognized in OCI on
Derivative Instruments, Net of Tax
(Effective Portion)
|
||||||
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Foreign exchange contracts
|
$
|
2,530
|
|
|
$
|
5,822
|
|
Interest rate swaps
|
313
|
|
|
(1,323
|
)
|
||
|
$
|
2,843
|
|
|
$
|
4,499
|
|
|
Location of Loss Reclassified from
Accumulated OCI into Earnings
|
|
Loss Reclassified from
Accumulated OCI into Earnings
(Effective Portion)
|
||||||
|
|
Three Months Ended
March 31, |
|||||||
|
|
2017
|
|
2016
|
|||||
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Cost of sales
|
|
$
|
(3,221
|
)
|
|
$
|
(2,863
|
)
|
Interest rate swaps
|
Net interest expense
|
|
(269
|
)
|
|
(577
|
)
|
||
|
|
|
$
|
(3,490
|
)
|
|
$
|
(3,440
|
)
|
|
Location of Gain
Recognized in Earnings
on Derivative Instruments
|
|
Gain Recognized in Earnings
on Derivative Instruments
|
||||||
|
|
Three Months Ended
March 31, |
|||||||
|
|
2017
|
|
2016
|
|||||
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other income (expense), net
|
|
$
|
52
|
|
|
$
|
2,531
|
|
|
|
|
$
|
52
|
|
|
$
|
2,531
|
|
•
|
statements regarding our business strategy or any other business plans, forecasts or objectives, any or all of which are subject to change;
|
•
|
statements regarding the construction, upgrades or acquisition of vessels or equipment and any anticipated costs related thereto, including the construction of our
Q7000
vessel and the construction of the
Siem Helix
2
chartered vessel to be used in connection with our contracts to provide well intervention services offshore Brazil (Note 12);
|
•
|
statements regarding projections of revenues, gross margin, expenses, earnings or losses, working capital, debt and liquidity, or other financial items;
|
•
|
statements regarding our backlog and long-term contracts;
|
•
|
statements regarding any financing transactions or arrangements, or ability to enter into such transactions;
|
•
|
statements regarding anticipated legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;
|
•
|
statements regarding our trade receivables and their collectability;
|
•
|
statements regarding anticipated developments, industry trends, performance or industry ranking;
|
•
|
statements regarding general economic or political conditions, whether international, national or in the regional and local market areas in which we do business;
|
•
|
statements regarding our ability to retain key members of our senior management and key employees;
|
•
|
statements regarding the underlying assumptions related to any projection or forward-looking statement; and
|
•
|
any other statements that relate to non-historical or future information.
|
•
|
the impact of domestic and global economic conditions and the future impact of such conditions on the oil and gas industry and the demand for our services;
|
•
|
the impact of oil and gas price fluctuations and the cyclical nature of the oil and gas industry;
|
•
|
the impact of any potential cancellation, deferral or modification of our work or contracts by our customers;
|
•
|
unexpected delays in the delivery or chartering or customer acceptance, and terms of acceptance, of new vessels for our well intervention and robotics fleet, including the
Q7000
, the
Grand Canyon III
, and the
Siem Helix
2
to be used to perform contracted well intervention work offshore Brazil;
|
•
|
the ability to work through the items
identified
in the
Siem Helix
1
acceptance process and the timing thereof;
|
•
|
the impact of the imposition by our customers of rate reductions, fines and penalties with respect to our operating assets, including the
Q4000
, the
Q5000
and the
Siem Helix
1
;
|
•
|
unexpected future capital expenditures, including the amount and nature thereof;
|
•
|
the effectiveness and timing of completion of our vessel upgrades and major maintenance items;
|
•
|
the effects of our indebtedness and our ability to reduce capital commitments;
|
•
|
the results of our continuing efforts to control costs and improve performance;
|
•
|
the success of our risk management activities;
|
•
|
the effects of competition;
|
•
|
the availability (or lack thereof) of capital (including any financing) to fund our business strategy and/or operations;
|
•
|
the impact of current and future laws and governmental regulations, including tax and accounting developments;
|
•
|
the impact of the vote in the U.K. to exit the European Union, known as Brexit, on our business, operations and financial condition, which is unknown at this time;
|
•
|
the effect of adverse weather conditions and/or other risks associated with marine operations;
|
•
|
the effectiveness of our current and future hedging activities;
|
•
|
the potential impact of a loss of one or more key employees; and
|
•
|
the impact of general, market, industry or business conditions.
|
•
|
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 the Organization of Petroleum Exporting Countries (“OPEC”);
|
•
|
the availability and discovery rate of new oil and natural gas reserves in offshore areas;
|
•
|
the exploration and production of 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.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Net loss
|
$
|
(16,415
|
)
|
|
$
|
(27,823
|
)
|
Adjustments:
|
|
|
|
||||
Income tax benefit
|
(4,601
|
)
|
|
(9,288
|
)
|
||
Net interest expense
|
5,226
|
|
|
10,684
|
|
||
Other (income) expense, net
|
535
|
|
|
(1,880
|
)
|
||
Depreciation and amortization
|
30,858
|
|
|
31,565
|
|
||
EBITDA
|
15,603
|
|
|
3,258
|
|
||
Adjustments:
|
|
|
|
||||
Loss on disposition of assets, net
|
39
|
|
|
—
|
|
||
Realized losses from cash settlements of ineffective foreign currency exchange contracts
|
(1,020
|
)
|
|
(2,236
|
)
|
||
Adjusted EBITDA
|
$
|
14,622
|
|
|
$
|
1,022
|
|
|
Three Months Ended
March 31, |
|
Increase/
(Decrease)
|
||||||||
|
2017
|
|
2016
|
|
|||||||
Net revenues —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
74,621
|
|
|
$
|
46,056
|
|
|
$
|
28,565
|
|
Robotics
|
21,968
|
|
|
31,994
|
|
|
(10,026
|
)
|
|||
Production Facilities
|
16,375
|
|
|
18,482
|
|
|
(2,107
|
)
|
|||
Intercompany elimination
|
(8,436
|
)
|
|
(5,493
|
)
|
|
(2,943
|
)
|
|||
|
$
|
104,528
|
|
|
$
|
91,039
|
|
|
$
|
13,489
|
|
|
|
|
|
|
|
||||||
Gross profit (loss) —
|
|
|
|
|
|
||||||
Well Intervention
|
$
|
5,111
|
|
|
$
|
(13,681
|
)
|
|
$
|
18,792
|
|
Robotics
|
(12,751
|
)
|
|
(10,348
|
)
|
|
(2,403
|
)
|
|||
Production Facilities
|
7,045
|
|
|
7,398
|
|
|
(353
|
)
|
|||
Corporate and other
|
(451
|
)
|
|
(467
|
)
|
|
16
|
|
|||
Intercompany elimination
|
221
|
|
|
168
|
|
|
53
|
|
|||
|
$
|
(825
|
)
|
|
$
|
(16,930
|
)
|
|
$
|
16,105
|
|
|
|
|
|
|
|
||||||
Gross margin —
|
|
|
|
|
|
||||||
Well Intervention
|
7%
|
|
|
(30)%
|
|
|
|
||||
Robotics
|
(58)%
|
|
|
(32)%
|
|
|
|
||||
Production Facilities
|
43%
|
|
|
40%
|
|
|
|
||||
Total company
|
(1)%
|
|
|
(19)%
|
|
|
|
||||
|
|
|
|
|
|
||||||
Number of vessels or robotics assets
(1)
/ Utilization
(2)
|
|
|
|
|
|
||||||
Well Intervention vessels
|
5/59%
|
|
|
5/23%
|
|
|
|
||||
Robotics assets
|
59/36%
|
|
|
60/39%
|
|
|
|
||||
Chartered robotics vessels
|
3/37%
|
|
|
4/52%
|
|
|
|
(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.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Net working capital
|
$
|
457,432
|
|
|
$
|
336,387
|
|
Long-term debt
(1)
|
$
|
541,664
|
|
|
$
|
558,396
|
|
Liquidity
(2)
|
$
|
593,764
|
|
|
$
|
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 the facility. Our liquidity at
March 31, 2017
included cash and cash equivalents of
$537.7 million
(including
$100 million
of minimum cash balance required by our Credit Agreement) and
$56.0 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.
|
|
March 31,
2017 |
|
December 31,
2016 |
||||
|
|
|
|
||||
Term Loan (matures June 2018)
|
$
|
184,690
|
|
|
$
|
190,867
|
|
Nordea Q5000 Loan (matures April 2020)
|
185,142
|
|
|
193,879
|
|
||
MARAD Debt (matures February 2027)
|
75,270
|
|
|
78,221
|
|
||
2022 Notes (mature May 2022)
(1)
|
106,433
|
|
|
105,697
|
|
||
2032 Notes (mature March 2032)
(2)
|
57,853
|
|
|
57,303
|
|
||
Total debt
|
$
|
609,388
|
|
|
$
|
625,967
|
|
(1)
|
The 2022 Notes will increase to their face amount through accretion of non-cash interest charges through May 1, 2022.
|
(2)
|
The 2032 Notes will increase to their face amount through accretion of non-cash interest charges through March 15, 2018, which is the first date on which the holders of the notes may require us to repurchase the notes.
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Cash provided by (used in):
|
|
|
|
||||
Operating activities
|
$
|
28,849
|
|
|
$
|
807
|
|
Investing activities
|
$
|
(48,000
|
)
|
|
$
|
14,218
|
|
Financing activities
|
$
|
199,882
|
|
|
$
|
(20,140
|
)
|
|
Three Months Ended
March 31, |
||||||
|
2017
|
|
2016
|
||||
Capital expenditures:
|
|
|
|
||||
Well Intervention
|
$
|
(47,988
|
)
|
|
$
|
(22,830
|
)
|
Robotics
|
(1
|
)
|
|
(56
|
)
|
||
Production Facilities
|
—
|
|
|
(65
|
)
|
||
Other
|
(11
|
)
|
|
82
|
|
||
Distribution from equity investment
|
—
|
|
|
1,200
|
|
||
Proceeds from sale of equity investment
(1)
|
—
|
|
|
25,000
|
|
||
Proceeds from sale of assets
(2)
|
—
|
|
|
10,887
|
|
||
Net cash provided by (used in) investing activities
|
$
|
(48,000
|
)
|
|
$
|
14,218
|
|
(1)
|
Amount in 2016 reflected cash received from the sale of our former ownership interest in Deepwater Gateway (Note 5).
|
(2)
|
Amount in 2016 reflected cash received from the sale of our office and warehouse property located in Aberdeen, Scotland (Note 3).
|
|
Total
(1)
|
|
Less Than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan
|
$
|
185,849
|
|
|
$
|
25,634
|
|
|
$
|
160,215
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nordea Q5000 Loan
|
187,500
|
|
|
35,715
|
|
|
71,428
|
|
|
80,357
|
|
|
—
|
|
|||||
MARAD debt
|
80,149
|
|
|
6,375
|
|
|
13,720
|
|
|
15,124
|
|
|
44,930
|
|
|||||
2022 Notes
(2)
|
125,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,000
|
|
|||||
2032 Notes
(3)
|
60,115
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,115
|
|
|||||
Interest related to debt
(4)
|
111,932
|
|
|
31,195
|
|
|
33,675
|
|
|
20,043
|
|
|
27,019
|
|
|||||
Property and equipment
(5)
|
265,650
|
|
|
108,462
|
|
|
157,188
|
|
|
—
|
|
|
—
|
|
|||||
Operating leases
(6)
|
782,982
|
|
|
157,725
|
|
|
265,177
|
|
|
215,075
|
|
|
145,005
|
|
|||||
Total cash obligations
|
$
|
1,799,177
|
|
|
$
|
365,106
|
|
|
$
|
701,403
|
|
|
$
|
330,599
|
|
|
$
|
402,069
|
|
(1)
|
Excludes unsecured letters of credit outstanding at
March 31, 2017
totaling
$2.7 million
. These letters of credit support various obligations, such as contractual obligations, customs duties, 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 their issuance price on that 30th trading day (i.e., $18.06 per share). At
March 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 their issuance price on that 30th trading day (i.e., $32.53 per share). At
March 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
March 31, 2017
for variable rate debt.
|
(5)
|
Primarily reflects costs associated with our
Q7000
semi-submersible vessel currently under construction and the topside equipment for the
Siem Helix 2
chartered vessel (Note 12).
|
(6)
|
Operating leases include vessel charters and facility leases. At
March 31, 2017
, our vessel charter commitments totaled approximately $739.4 million, including the
Grand Canyon III
that we expect to place in service in May 2017, the
Siem Helix 1
, which commenced operations for Petrobras in April 2017, and the
Siem Helix 2
, which is expected to be in service for Petrobras late in the fourth quarter of 2017.
|
Period
|
|
(a)
Total number
of shares
purchased
|
|
(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
(1)
|
|||||
January 1 to January 31, 2017
|
|
126,212
|
|
|
$
|
9.23
|
|
|
—
|
|
|
3,031,887
|
|
February 1 to February 28, 2017
|
|
245
|
|
|
8.48
|
|
|
—
|
|
|
3,031,887
|
|
|
March 1 to March 31, 2017
|
|
14,890
|
|
|
7.54
|
|
|
—
|
|
|
3,031,887
|
|
|
|
|
141,347
|
|
|
$
|
9.05
|
|
|
—
|
|
|
|
(1)
|
Under the terms of our stock repurchase program, the issuance of shares to members of our Board and to certain employees, including shares issued to our employees under the ESPP (Note 10), increases the amount of shares available for repurchase. For additional information regarding our stock repurchase program, see Note 10 to our
2016
Form 10-K.
|
|
|
|
|
HELIX ENERGY SOLUTIONS GROUP, INC.
(Registrant)
|
Date:
|
April 25, 2017
|
|
By:
|
/s/ Owen Kratz
|
|
|
|
|
Owen Kratz
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
Date:
|
April 25, 2017
|
|
By:
|
/s/ Anthony Tripodo
|
|
|
|
|
Anthony Tripodo
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
|
Exhibits
|
|
Description
|
|
Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
|
3.1
|
|
2005 Amended and Restated Articles of Incorporation, as amended, of Helix.
|
|
Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)
|
3.2
|
|
Second Amended and Restated By-Laws of Helix, as amended.
|
|
Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)
|
10.1
|
|
Underwriting Agreement dated as of January 4, 2017, between Helix Energy Solutions Group, Inc. and Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein.
|
|
Exhibit 1.1 to the Current Report on Form 8-K filed on January 6, 2017 (001-32936)
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer.
|
|
Filed herewith
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Anthony Tripodo, Chief Financial Officer.
|
|
Filed herewith
|
32.1
|
|
Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes — Oxley Act of 2002.
|
|
Furnished herewith
|
101.INS
|
|
XBRL Instance Document.
|
|
Furnished herewith
|
101.SCH
|
|
XBRL Schema Document.
|
|
Furnished herewith
|
101.CAL
|
|
XBRL Calculation Linkbase Document.
|
|
Furnished herewith
|
101.PRE
|
|
XBRL Presentation Linkbase Document.
|
|
Furnished herewith
|
101.DEF
|
|
XBRL Definition Linkbase Document.
|
|
Furnished herewith
|
101.LAB
|
|
XBRL Label Linkbase Document.
|
|
Furnished herewith
|
1 Year Helix Energy Solutions Chart |
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