10-Q 1 form10q.htm HELIX ENERGY SOLUTIONS GROUP,INC. 2Q12 FORM 10-Q form10q.htm


 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
Form 10-Q
 
     
[X]
 
Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended June 30, 2012
 
or
[   ]
 
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from__________ to__________
 
Commission File Number 001-32936
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
 
 
     
Minnesota
(State or other jurisdiction
of incorporation or organization)
             
95–3409686
(I.R.S. Employer
Identification No.)
  
   
400 North Sam Houston Parkway East
Suite 400
Houston, Texas
(Address of principal executive offices)
 
 
77060
(Zip Code)
 
(281) 618–0400
(Registrant's telephone number, including area code)
 
NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
     Yes  
[ √ ] 
    No 
[  ] 
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
     Yes  
[ √ ] 
    No 
[  ] 
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer“ and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [√ ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [  ]
   
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
     Yes  
[   ] 
    No 
[ √ ] 
 
As of July 20, 2012, 105,231,593 shares of common stock were outstanding.
 
 


 
 

 
 
TABLE OF CONTENTS
 
PART I.
 
FINANCIAL INFORMATION
 
PAGE
 
Item 1.
 
Financial Statements:
   
   
 
 
   
 
 
 
  
 
 
   
 
 
   
 
 
 
Item 2.
 
 
  
 
Item 3.
   
 
Item 4.
   
 
PART II.
 
OTHER INFORMATION
   
Item 1.
 
 
 
 
Item 2.
   
 
Item 5.
   
Item 6.
 
 
 
   
 
 
   
 
 
 
 
PART I.  FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 (in thousands)
 
   
June 30,
 
December 31,
   
2012
 
2011
   
(Unaudited)
         
ASSETS
Current assets:
               
Cash and cash equivalents
 
$
 649,503
   
$
 546,465
 
Accounts receivable:
               
Trade, net of allowance for uncollectible accounts of $4,067
   
187,904
     
238,781
 
Unbilled revenue
   
30,053
     
24,338
 
Costs in excess of billing
   
21,492
     
13,037
 
Other current assets
   
117,979
     
121,621
 
Total current assets
   
1,006,931
     
944,242
 
Property and equipment
   
4,366,783
     
4,391,064
 
Less accumulated depreciation
   
(2,007,490)
     
(2,059,737)
 
Property and equipment, net
   
2,359,293
     
2,331,327
 
Other assets:
               
Equity investments
   
173,543
     
175,656
 
Goodwill
   
62,252
     
62,215
 
Other assets, net
   
86,786
     
68,907
 
Total assets
 
$
3,688,805
   
$
3,582,347
 
                 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
               
Accounts payable
 
$
156,738
   
$
147,043
 
Accrued liabilities
   
177,225
     
239,963
 
Income tax payable
   
3,065
     
1,293
 
Current maturities of long-term debt
   
12,997
     
7,877
 
Total current liabilities
   
350,025
     
396,176
 
Long-term debt
   
1,167,908
     
1,147,444
 
Deferred tax liabilities
   
445,817
     
417,610
 
Asset retirement obligations
   
135,235
     
161,208
 
Other long-term liabilities
   
8,832
     
9,368
 
Total liabilities
   
2,107,817
     
2,131,806
 
                 
Convertible preferred stock
   
1,000
     
1,000
 
Commitments and contingencies
               
Shareholders' equity:
               
Common stock, no par, 240,000 shares authorized, 105,631 and 105,530 shares issued, respectively
   
927,085
     
908,776
 
Retained Earnings
   
633,012
     
522,644
 
Accumulated other comprehensive loss
   
(9,825)
     
(10,017)
 
Total controlling interest shareholders' equity
   
1,550,272
     
1,421,403
 
Noncontrolling interest
   
29,716
     
28,138
 
Total equity
   
1,579,988
     
1,449,541
 
Total liabilities and shareholders' equity
 
$
3,688,805
   
$
3,582,347
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
 (in thousands, except per share amounts)
 
   
Three Months Ended
 
   
June 30,
 
   
2012
   
2011
 
             
Net revenues:
           
Contracting services
  $ 197,461     $ 165,861  
Oil and gas
    149,933       172,458  
Total net revenues
    347,394       338,319  
                 
Cost of sales:
               
Contracting services
    147,156       116,521  
Contracting services impairments
    14,590        
Oil and gas
    92,423       110,027  
Oil and gas property impairments
          11,573  
Total cost of sales
    254,169       238,121  
                 
Gross profit
    93,225       100,198  
                 
Loss on sale of assets, net
    (236 )     (22 )
Ineffectiveness on oil and gas commodity derivative contracts
    10,069        
Selling and administrative expenses
    (24,571 )     (23,758 )
Income from operations
    78,487       76,418  
Equity in earnings of investments
    5,748       5,887  
Net interest expense
    (18,627 )     (25,278 )
Other income (expense), net
    (1,692 )     1,253  
Income before income taxes
    63,916       58,280  
Provision for income taxes
    18,476       16,171  
Net income, including noncontrolling interests
    45,440       42,109  
Less net income applicable to noncontrolling interests
    (789 )     (786 )
Net income applicable to Helix
    44,651       41,323  
Preferred stock dividends
    (10 )     (10 )
Net income applicable to Helix common shareholders
  $ 44,641     $ 41,313  
                 
                 
Earnings per share of common stock:
               
Basic
  $ 0.42     $ 0.39  
Diluted
  $ 0.42     $ 0.39  
                 
Weighted average common shares outstanding:
               
Basic
    104,563       104,673  
Diluted
    105,042       105,140  
                 
Total comprehensive income applicable to Helix common shareholders (Note 9)
  $ 54,483     $ 60,867  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(UNAUDITED)
 (in thousands, except per share amounts)
 
   
Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
             
Net revenues:
           
Contracting services
  $ 427,303     $ 288,609  
Oil and gas
    328,018       341,317  
Total net revenues
    755,321       629,926  
                 
Cost of sales:
               
Contracting services
    304,124       223,428  
Contracting services impairments
    14,590        
Oil and gas
    181,672       217,651  
Oil and gas property impairments
          11,573  
Total cost of sales
    500,386       452,652  
                 
Gross profit
    254,935       177,274  
                 
Loss on sale of assets, net
    (1,714 )     (6 )
Ineffectiveness on oil and gas commodity derivative contracts
    7,730        
Selling and administrative expenses
    (50,267 )     (48,739 )
Income from operations
    210,684       128,529  
Equity in earnings of investments
    6,155       11,537  
Net interest expense
    (40,387 )     (49,514 )
Loss on early extinguishment of long-term debt
    (17,127 )      
Other income (expense), net
    (1,606 )     3,913  
Income before income taxes
    157,719       94,465  
Provision for income taxes
    45,753       25,721  
Net income, including noncontrolling interests
    111,966       68,744  
Less net income applicable to noncontrolling interests
    (1,578 )     (1,554 )
Net income applicable to Helix
    110,388       67,190  
Preferred stock dividends
    (20 )     (20 )
Net income applicable to Helix common shareholders
  $ 110,368     $ 67,170  
                 
                 
Earnings per share of common stock:
               
Basic
  $ 1.05     $ 0.63  
Diluted
  $ 1.04     $ 0.63  
                 
Weighted average common shares outstanding:
               
Basic
    104,547       104,573  
Diluted
    105,012       105,024  
                 
Total comprehensive income applicable to Helix common shareholders (Note 9)
  $ 110,560     $ 78,272  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 (in thousands)
 
   
Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net income, including noncontrolling interests
  $ 111,966     $ 68,744  
Adjustments to reconcile net income, including noncontrolling interests to net cash provided by operating activities:
               
Depreciation and amortization
    134,960       167,170  
Asset impairment charge and dry hole expense
    14,679       18,204  
Amortization of deferred financing costs
    3,292       4,777  
Stock-based compensation expense
    3,658       4,938  
Amortization of debt discount
    4,776       4,414  
Deferred income taxes
    21,624       23,864  
Excess tax benefit from stock-based compensation
    657       1,196  
Gain on investment in Cal Dive common stock
          (753 )
Loss on sale of assets, net
    1,714       6  
Loss on early extinguishment of debt
    17,127        
Unrealized gain and ineffectiveness on derivative contracts, net
    (7,581 )     (34 )
Changes in operating assets and liabilities:
               
Accounts receivable, net
    46,611       (18,207 )
Other current assets
    (5,854 )     12,712  
Income tax payable
    1,083       (4,154 )
Accounts payable and accrued liabilities
    (61,372 )     (27,070 )
Oil and gas asset retirement costs
    (54,976 )     (16,073 )
Other noncurrent, net
    (11,344 )     10,839  
Net cash provided by operating activities
    221,020       250,573  
                 
Cash flows from investing activities:
               
Capital expenditures
    (150,107 )     (106,122 )
Distributions (investments) from equity investments, net
    2,045       (1,106 )
Proceeds from sale of Cal Dive common stock
          3,588  
Decrease in restricted cash
    2,660       863  
Net cash used in investing activities
    (145,402 )     (102,777 )
                 
Cash flows from financing activities:
               
Extinguishment of Senior Unsecured Notes
    (209,500 )      
Borrowings under revolving credit facility
    100,000       109,400  
Repayment of revolving credit facility
          (109,400 )
Issuance of Convertible Senior Notes due 2032
    200,000        
Repurchase of Convertible Senior Notes due 2025
    (143,945 )      
Proceeds from Term Loan A
    100,000        
Repayment of Term Loan
    (2,750 )     (111,191 )
Repayment of MARAD borrowings
    (2,409 )     (2,294 )
Deferred financing costs
    (6,485 )     (9,014 )
Repurchases of common stock
    (7,510 )     (1,012 )
Excess tax benefit from stock-based compensation
    (657 )     (1,196 )
Exercise of stock options, net and other
    372       439  
Net cash provided by (used in) financing activities
    27,116       (124,268 )
                 
Effect of exchange rate changes on cash and cash equivalents
    304       (424 )
Net increase in cash and cash equivalents
    103,038       23,104  
Cash and cash equivalents:
               
Balance, beginning of year
    546,465       391,085  
Balance, end of period
  $ 649,503     $ 414,189  
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
 
 
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
Note 1 – Basis of Presentation and Recent Accounting Standards
 
The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its majority-owned subsidiaries (collectively, "Helix" or the "Company"). Unless the context indicates otherwise, the terms "we," "us" and "our" in this report refer collectively to Helix and its majority-owned subsidiaries.  All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (“SEC”), and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles.
 
The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and are consistent in all material respects with those applied in our 2011 Annual Report on Form 10-K (“2011 Form 10-K”).  The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures.  Actual results may differ from our estimates.  Management has reflected all adjustments (which were normal recurring adjustments unless otherwise disclosed herein) that it believes are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations and comprehensive income, and cash flows, as applicable. The operating results for the three- and six-month periods ended June 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.  Our balance sheet as of December 31, 2011 included herein has been derived from the audited balance sheet as of December 31, 2011 included in our 2011 Form 10-K.  These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in our 2011 Form 10-K.
 
Certain reclassifications were made to previously reported amounts in the condensed consolidated financial statements and notes thereto to make them consistent with the current presentation format.
 
In June 2011, the Financial Accounting Standards Board (“FASB”) issued amendments to disclosure requirements for presentation of comprehensive income.  This guidance, effective retrospectively for the interim and annual periods beginning on or after December 15, 2011, requires presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.  In December 2011, the FASB issued an amendment that deferred the presentation of reclassification adjustments for each component of accumulated other comprehensive income in both net income and other comprehensive income on the face of the financial statements. The implementation of the amended accounting guidance did not have a material impact on our consolidated financial position or results of operations.
 
Note 2 – Company Overview
 
We are an international offshore energy company that provides specialty services to the offshore energy industry, with a focus on our growing well intervention and robotics businesses.  We also own an oil and gas business that is a prospect generation, exploration, development and production company.  We utilize cash flow generated from our oil and gas production to support expansion of our well intervention and robotics businesses.  Our Contracting Services are located primarily in the Gulf of Mexico, North Sea, Asia Pacific, and West Africa regions.  Our oil and gas operations are located in the Gulf of Mexico.
 
 
Contracting Services Operations
We seek to provide services and methodologies which we believe are critical to developing offshore reservoirs and maximizing production economics.  Our “life of field” services are segregated into four disciplines: well operations, robotics, subsea construction and production facilities.  We have disaggregated our contracting services operations into two reportable segments: Contracting Services and Production Facilities.  Our Contracting Services business includes the well operations, robotics and subsea construction activities.  Our Production Facilities business includes our equity investments in Deepwater Gateway, L.L.C. (“Deepwater Gateway”) and Independence Hub, LLC (“Independence Hub”), as well as our majority ownership of the Helix Producer I (“HP I”) vessel.  It also includes the Helix Fast Response System (“HFRS”), which includes access to our Q4000 and HP I vessels.  In 2011, we signed an agreement with Clean Gulf Associates ("CGA"), a non-profit industry group, allowing, in exchange for a retainer fee, the HFRS to be named as a response resource in permit applications to federal and state agencies, and making the HFRS available for a two-year term to certain CGA participants who have executed utilization agreements with us.  In addition to the agreement with CGA, we currently have signed separate utilization agreements with 24 CGA participant member companies specifying the day rates to be charged should the HFRS be deployed in connection with a well control incident.  The retainer fee for the HFRS became effective April 1, 2011.
 
Oil and Gas Operations
We began our oil and gas operations to achieve incremental returns, to expand our off-season utilization of our contracting services assets, and to provide a more efficient solution to offshore abandonment.  We have evolved this business model to include not only mature oil and gas properties but also unproved and proved reserves yet to be explored and developed.
 
Note 3 – Details of Certain Accounts
 
Other current assets consisted of the following as of June 30, 2012 and December 31, 2011:
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(in thousands)
 
             
Other receivables
  $ 2,120     $ 5,096  
Prepaid insurance
    11,247       12,701  
Other prepaids
    15,937       13,271  
Spare parts inventory
    15,697       18,066  
Current deferred tax assets
    36,504       41,449  
Hedging assets
    25,696       21,579  
Gas and oil imbalance
    4,367       5,134  
Other
    6,411       4,325  
Total other current assets
  $ 117,979     $ 121,621  
 
Other assets, net, consisted of the following as of June 30, 2012 and December 31, 2011:
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(in thousands)
 
                 
Restricted cash
 
$
 31,081
   
$
 33,741
 
Deferred dry dock expenses, net
   
 20,341
(1)
   
 5,381
 
Deferred financing costs, net
   
 26,528
     
 26,483
 
Intangible assets with finite lives, net
   
 483
     
 531
 
Other
   
 8,353
     
 2,771
 
Total other assets, net
 
$
 86,786
   
$
 68,907
 
 
(1)  
The increase subsequent to December 31, 2011 primarily reflects the costs associated with the completed regulatory dry docks for the Q4000 and Seawell in the first half of 2012.
 
 
Accrued liabilities consisted of the following as of June 30, 2012 and December 31, 2011:
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(in thousands)
 
             
Accrued payroll and related benefits
  $ 44,642     $ 49,599  
Royalties payable
    11,943       19,391  
Current asset retirement obligations
    69,630       93,183  
Unearned revenue
    7,649       7,654  
Billing in excess of cost
    2,994       28,839  
Accrued interest
    17,509       24,028  
Hedging liability
    5,685       1,247  
Gas and oil imbalance
    3,609       4,177  
Other
    13,564       11,845  
Total accrued liabilities
  $ 177,225     $ 239,963  
 
Note 4 – Oil and Gas Properties
 
We follow the successful efforts method of accounting for our interests in oil and gas properties. Under the successful efforts method, the costs of successful wells and leases containing productive reserves are capitalized.  Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized.  Costs incurred relating to unsuccessful exploratory wells are charged to expense in the period in which the drilling is determined to be unsuccessful.
 
Exploration and Other
 
As of June 30, 2012, we capitalized approximately $32.8 million of costs associated with ongoing exploration and/or appraisal activities, including $26.9 million associated with our Danny II exploratory well at Garden Banks Block 506 (see below).  Such capitalized costs may be charged against earnings in future periods if management determines that commercial quantities of hydrocarbons have not been discovered or that future appraisal drilling or development activities are not likely to occur.
 
The following table details the components of exploration expense for the three- and six-month periods ended June 30, 2012 and 2011:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Delay rental and geological and geophysical costs
  $ 1,146     $ 1,299     $ 1,757     $ 1,654  
Impairment of unproved properties (1)
          6,640       144       6,640  
Dry hole expense
    (54 )           (55 )     (9 )
     Total exploration expense
  $ 1,092     $ 7,939     $ 1,846     $ 8,285  
 
(1)  
The amount recorded in the second quarter of 2011 reflects costs associated with a deepwater lease in which the term expired.
 
Danny II
 
We hold a 50% interest in the Danny II prospect at Garden Banks Block 506.  The Danny II exploration well was drilled to a total depth of approximately 14,750 feet, in water depths of approximately 2,800 feet.  Based on preliminary data, the well has encountered hydrocarbon pay and is expected to be predominately an oil producer.  The well is currently being completed and is expected to be developed via a subsea tie back system to our 70% owned and operated East Cameron Block 381 platform.
 
 
Impairments
 
We did not record any oil and gas property impairments during the three-month period ended June 30, 2012.  We recorded impairment charges totaling $11.6 million associated with five of our Gulf of Mexico oil and gas properties during the three-month period ended June 30, 2011.  There were no proved property impairments in the first quarter of 2012 or 2011.
 
Asset retirement obligations
 
The following table describes the changes in our asset retirement obligations (both current and long-term) since December 31, 2011 (in thousands):
 
Asset retirement obligations at December 31, 2011
 
$
254,391
 
Liability incurred during the period                                                                               
   
115
 
Liability settled during the period                                                                               
   
(80,166
)
Other revisions in estimated cash flows (1)                                                                               
   
23,671
 
Accretion expense (included in depreciation and amortization)
   
6,854
 
Asset retirement obligations at June 30, 2012
 
$
204,865
 
 
(1)  
The increased amount of these liabilities includes revisions to both non-producing and producing oil and gas properties.  Increases to liabilities associated with non-producing properties include a corresponding cost of sales expense charge within our consolidated condensed statements of operations and comprehensive income while changes in estimates for producing properties are recorded as an increase to the related oil and gas properties property and equipment carrying costs included within our consolidated condensed balance sheet.
 
In the second quarter of 2012, we recorded an expense charge of $6.9 million related to our only non-domestic oil and gas property, which is located in the North Sea.  The charge reflects the increase in our estimated costs to complete our abandonment activities at this non-producing field.  These activities are ongoing and are scheduled to be completed in the third quarter of 2012.  In the second quarter of 2011, we recorded $11.1 million of expense charges to increase our asset retirement obligations related to five non-producing fields, including $4.1 million related to our oil and gas property located in the North Sea.
 
Insurance
 
On June 30, 2012, we obtained a hurricane catastrophic bond for the period from July 1, 2012 to June 30, 2013 and made a payment of $10.6 million.  We will charge approximately $8.4 million of this payment to insurance expense in the third quarter of 2012 and $2.0 million in the fourth quarter of 2012 based upon the bond’s contractual intrinsic value at the end of each of those quarterly periods.
 
Note 5 – Statement of Cash Flow Information
 
We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of less than three months.  We had restricted cash totaling $31.1 million at June 30, 2012 and $33.7 million at December 31, 2011, all of which consisted of funds required to be escrowed to cover the future asset retirement obligations associated with our South Marsh Island Block 130 field.  We have fully satisfied the escrow requirements under the escrow agreement and may use the restricted cash for future asset retirement costs of the field. We have used a small portion of these escrowed funds to pay for the initial reclamation activities at the South Marsh Island Block 130 field.  Reclamation activities at the field will occur over many years and will be funded with these escrowed amounts.  These amounts are reflected in “Other assets, net” in the accompanying condensed consolidated balance sheets.
 
 
The following table provides supplemental cash flow information for the six-month periods ended June 30, 2012 and 2011 (in thousands):
 
     
Six Months Ended
 
     
June 30,
 
     
2012
     
2011
 
                 
Interest paid, net of capitalized interest
 
$
39,259
   
$
40,220
 
Income taxes paid
 
$
23,054
   
$
7,236
 
 
Non-cash investing activities for the six-month periods ended June 30, 2012 and 2011 included $37.8 million and $33.7 million, respectively, of accruals for capital expenditures.  The accruals have been reflected in the accompanying condensed consolidated balance sheets as an increase in property and equipment and accounts payable.
 
Note 6 – Equity Investments    
 
As of June 30, 2012, we had two investments that we account for using the equity method of accounting: Deepwater Gateway and Independence Hub, both of which are included in our Production Facilities segment.
 
Deepwater Gateway, L.L.C.  In June 2002, we, along with Enterprise Products Partners L.P. (”Enterprise”), formed Deepwater Gateway, each with a 50% interest, to design, construct, install, own and operate a tension leg platform production hub primarily for Anadarko Petroleum Corporation's Marco Polo field in the Deepwater Gulf of Mexico.  Our investment in Deepwater Gateway totaled $95.0 million and $96.0 million as of June 30, 2012 and December 31, 2011, respectively (including capitalized interest of $1.4 million at June 30, 2012 and December 31, 2011).  Our net distributions from Deepwater Gateway totaled $1.3 million and $3.4 million for the three- and six-month periods ended June 30, 2012, respectively.
 
Independence Hub, LLC.  In December 2004, we acquired a 20% interest in Independence Hub, an affiliate of Enterprise.  Independence Hub owns the "Independence Hub" platform located in Mississippi Canyon Block 920 in a water depth of 8,000 feet.  First production through the facility commenced in July 2007.  Our investment in Independence Hub was $78.5 million and $79.7 million as of June 30, 2012 and December 31, 2011, respectively (including capitalized interest of $4.7 million and $4.9 million at June 30, 2012 and December 31, 2011, respectively).  Our net distributions from Independence Hub totaled $0.6 million and $4.8 million in the three- and six-month periods ended June 30, 2012, respectively.
 
As disclosed in our 2011 Form 10-K, we invested in an Australian joint venture that engaged in well intervention operations in the Southeast Asia region.  At December 31, 2011, we fully impaired our investment in that joint venture (Note 7 of 2011 Form 10-K).  In the first quarter of 2012, we recorded additional losses totaling $3.8 million related to our continued participation in the joint venture, including a $3.0 million negotiated exit fee.  In April 2012, we paid this fee and exited the joint venture.  In connection with our exit, we were entitled to 50% of certain of the net assets on hand at the time of our departure.  We received approximately $3.7 million of proceeds for our pro rata portion of certain of the joint venture’s net assets, which was recorded as income in “Equity in earnings of investments” during the second quarter of 2012.  We are no longer a participant in this Australian joint venture.
 
 
Note 7 – Long-Term Debt
 
Scheduled maturities of long-term debt outstanding as of June 30, 2012 were as follows (in thousands):
 
   
Term
Loan (1)
   
Revolving Credit Facility
   
Senior Unsecured Notes
   
2025
Notes (2)
   
MARAD Debt
   
2032
Notes (3)
   
Total
 
                                           
Less than one year
  $ 8,000     $     $     $     $ 4,997     $     $ 12,997  
One to two years
    8,000                         5,247             13,247  
Two to three years
    8,000                         5,508             13,508  
Three to four years
    353,000       100,000       274,960             5,783             733,743  
Four to five years
                            6,072             6,072  
Over five years
                      157,830       80,150       200,000       437,980  
Total debt
    377,000       100,000       274,960       157,830       107,757       200,000       1,217,547  
Current maturities
    (8,000 )                       (4,997 )           (12,997 )
Long-term debt, less current maturities
  $ 369,000     $ 100,000     $ 274,960     $ 157,830     $ 102,760     $ 200,000     $ 1,204,550  
Unamortized debt discount (4)
                      (2,482 )           (34,160 )     (36,642 )
Long-term debt
  $ 369,000     $ 100,000     $ 274,960     $ 155,348     $ 102,760     $ 165,840     $ 1,167,908  
 
(1)  
Amounts reflect both our Term Loan and Term Loan A.
 
(2)  
Beginning in December 2012, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase notes. These notes will mature in March 2025.
 
(3)  
Beginning in March 2018, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase the notes.  These notes will mature in March 2032.
 
(4)  
The notes will increase to their principal amount through accretion of non-cash interest charges through December 2012 for the Convertible Senior Notes due 2025 and March 2018 for the Convertible Senior Notes due 2032.
 
Included below is a summary of certain components of our indebtedness. For additional information regarding our debt, see Note 9 of our 2011 Form 10-K.
 
Senior Unsecured Notes
 
In December 2007, we issued $550 million of 9.5% Senior Unsecured Notes due 2016 (“Senior Unsecured Notes”).  Interest on the Senior Unsecured Notes is payable semiannually in arrears on each January 15 and July 15, commencing July 15, 2008.  The Senior Unsecured Notes are fully and unconditionally guaranteed by substantially all of our existing restricted domestic subsidiaries, except for Cal Dive I-Title XI, Inc.  In addition, any future restricted domestic subsidiaries that guarantee any of our indebtedness and/or our restricted subsidiaries’ indebtedness are required to guarantee the Senior Unsecured Notes.  Our foreign subsidiaries are not guarantors.  At December 31, 2011, we had $475.0 million of Senior Unsecured Notes outstanding.  Prior to stated maturity, after January 15, 2012, we may redeem all or a portion of the Senior Unsecured Notes, on no less than 30 days’ and no more than 60 days’ prior notice at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest, in any, thereon to the applicable redemption date.
 
         
 
Year
 
Redemption Price
 
         
 
2012
 
104.750%
 
 
2013
 
102.375%
 
 
2014 and thereafter
 
100.000%
 
 
 
In March 2012, we purchased a portion of these Senior Unsecured Notes that resulted in an early extinguishment of $200.0 million of our balance outstanding.  In these transactions we paid an aggregate amount of $213.5 million, including $200.0 million in principal, a $9.5 million premium for the repurchased Senior Unsecured Notes and $4.0 million of accrued interest.  We also recorded a $2.0 million charge to accelerate a pro rata portion of the deferred financing costs associated with the original issuance of the Senior Unsecured Notes.  The loss on the early extinguishment of these related Senior Unsecured Notes totaled $11.5 million and is reflected as a component of “Loss on early extinguishment of long-term debt” in the accompanying condensed consolidated statements of operations and comprehensive income.
 
Credit Agreement
 
In July 2006, we entered into a credit agreement (the “Credit Agreement”) under which we borrowed $835 million in a term loan (the “Term Loan”) and were able to borrow up to $300 million (the “Revolving Loans”) under a revolving credit facility (the “Revolving Credit Facility”).  The Credit Agreement has been amended six times, most recently in February 2012, to address certain issues with regard to covenants, maturity and the borrowing limits under the Term Loans and the Revolving Credit Facility.  For additional information regarding the current terms of our credit facility, see Note 9 of our 2011 Form 10-K.
 
On February 21, 2012, we entered into an amendment to our Credit Agreement.  Under the terms of the amendment the participating lenders agree to loan us $100.0 million pursuant to an additional term loan (the “Term Loan A”).  The terms of Term Loan A are the same as those governing the Revolving Credit Facility, with the Term Loan A requiring a $5 million annual payment of its principal balance.  The Term Loan A was funded in late March 2012 and we used the borrowings under the Term Loan A to repurchase a portion of our Senior Unsecured Notes. 
 
The Term Loan currently bears interest at the one-, two-, three- or six-month LIBOR or on Base Rates at our current election plus an applicable margin between 2.25% and 3.5% depending on our consolidated leverage ratio.  Our average interest rate on the Term Loan for the six-month periods ended June 30, 2012 and 2011 was approximately 3.8% and 3.2%, respectively, including the effects of our interest rate swaps (Note 16).  Our Term Loan is currently scheduled to mature on July 1, 2015 but could be extended to July 1, 2016 if our Senior Unsecured Notes are fully repaid or refinanced by July 1, 2015.
 
As amended, our Revolving Credit Facility provides for $600 million in borrowing capacity.  The full amount of the Revolving Credit Facility may be used for issuances of letters of credit.  In late March 2012, we borrowed $100.0 million under our Revolving Credit Facility to repurchase a portion of our Senior Unsecured Notes.  Accordingly, at June 30, 2012, we had $100.0 million drawn on the Revolving Credit Facility and our availability under the Revolving Credit Facility totaled $453.7 million, net of $46.3 million of letters of credit issued.  There were no borrowings outstanding at December 31, 2011.
 
The Revolving Loans bear interest based on one-, two-, three- or six-month LIBOR rates or on Base Rates at our current election, plus an applicable margin. The margin ranges from 1.5% to 3.5%, depending on our consolidated leverage ratio.  The average interest rate under the Revolving Credit Facility totaled 3.0% for the period in which we had borrowings outstanding during the six-month period ended June 30, 2012.
 
The Credit Agreement contains various covenants regarding, among other things, collateral, capital expenditures, investments, dispositions, indebtedness and financial performance that are customary for this type of financing and for companies in our industry.
 
As the rates for our Term Loan are subject to market influences and will vary over the term of the Credit Agreement, we may enter into various cash flow hedging interest rate swaps to stabilize cash flows relating to a portion of our interest payments for our Term Loan.  In January 2010, we entered into $200 million, two-year interest rate swaps to stabilize cash flows relating to a portion of our interest payments on our Term Loan, which extended to January 2012.  In August 2011, we entered into additional two-year interest rate swap contracts to assist in stabilizing cash flows related to our interest payments from January 2012 through January 2014 (Note 16).

 
Convertible Senior Notes
 
In March 2005, we issued $300 million of our 3.25% Convertible Senior Notes at 100% of the principal amount to certain qualified institutional buyers (the “2025 Notes”).  The 2025 Notes are convertible into cash and, if applicable, shares of our common stock based on the specified conversion rate, subject to adjustment.
 
The 2025 Notes can be converted prior to the stated maturity (March 2025) under certain triggering events specified in the indenture governing the 2025 Notes.  No conversion triggers were met during the six-month periods ended June 30, 2012 and 2011.  The first dates for early redemption of the 2025 Notes are in December 2012, with the holders of the 2025 Notes being able to put them to us on December 15, 2012 and our being able to call the 2025 Notes at any time after December 20, 2012 (see Note 9 of our 2011 Form 10-K).  To the extent we do not have long-term financing secured to cover such conversion and/or redemption, the 2025 Notes would be classified as a current liability in the accompanying consolidated balance sheet.  As the holders have the option to require us to redeem the 2025 Notes on December 15, 2012, we assessed whether or not this indebtedness was required to be classified as a current liability at June 30, 2012 and concluded that it still qualified as a long-term debt because  a) we possess enough borrowing capacity under our Revolving Credit Facility (see “Credit Agreement” above) to settle the notes in full and b) it is our intent to utilize our Revolving Credit Facility borrowings or other alternative financing proceeds to settle the remaining balance of our 2025 Notes, if and when the holders exercise their redemption option.
 
The remaining balance of our 2025 Notes was $157.8 million at June 30, 2012.  In association with the issuance of additional Convertible Senior Notes (see “2032 Notes” below), we repurchased $142.2 million in aggregate principal of our 2025 Notes.  In these repurchase transactions we paid an aggregate amount of $145.1 million, representing principal plus $1.8 million of premium and $1.1 million of accrued interest on these repurchased 2025 Notes.  The loss on the early extinguishment of these related 2025 Notes totaled $5.6 million and is reflected as a component of “Loss on early extinguishment of long-term debt” in the accompanying condensed consolidated statements of operations and comprehensive income.  The loss on early extinguishment includes the acceleration of $3.5 million of related unamortized discounts associated with the 2025 Notes, the $1.8 million premium paid in connection with the repurchase of a portion of the 2025 Notes and a $0.3 million charge to accelerate a pro rata portion of the deferred financing costs associated with the original issuance of these 2025 Notes.
 
The effective interest rate for the 2025 Notes is 6.6% after considering the effect of the accretion of the related debt discount that represented the equity component of the Convertible Notes at their inception.
 
Our average share price was below the $32.14 per share conversion price for all of the periods presented in this Quarterly Report on Form 10-Q.  As a result, there are no shares included in our diluted earnings per share calculation associated with the assumed conversion of our 2025 Notes.  In the event our average share price exceeds the conversion price, there would be a premium, payable in shares of common stock, in addition to the principal amount, which is paid in cash, and such shares would be issued upon conversion.
 
2032 Notes
 
In March 2012, we completed the public offering and sale of $200.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2032 (the “2032 Notes”).  The net proceeds from the issuance of the 2032 Notes were $195.0 million, after deducting the underwriter’s discounts and commissions and estimated offering expenses.  We used the net proceeds to repurchase and retire $142.2 million of aggregate principal amount of our 2025 Notes (see above), in separate, privately negotiated transactions, and intend to use the remaining net proceeds for other general corporate purposes, including the repayment of other indebtedness.
 
The registered 2032 Notes bear interest at a rate of 3.25% per annum, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2012.  The 2032 Notes will mature on March 15, 2032, unless earlier converted, redeemed or repurchased by us.  The 2032 Notes are convertible in certain circumstances and during certain periods at an initial conversion rate of 39.9752 shares of common stock per $1,000 principal amount of the 2032 Notes (which represents an initial conversion price of approximately $25.02 per share of common stock), subject to adjustment in certain circumstances as set forth in the indenture governing the 2032 Notes.  The initial conversion price
 
 
represents a conversion premium of 35.0% over the closing price of our common stock on March 6, 2012 of $18.53 per share.
 
Prior to March 20, 2018, the 2032 Notes will not be redeemable.  On or after March 20, 2018, we may, at our option, redeem some or all of the 2032 Notes in cash, at any time, upon at least 30 days’ notice at a price equal to 100% of the principal amount of the 2032 Notes to be redeemed plus accrued and unpaid interest (including contingent interest, if any) up to but excluding the redemption date.  Holders may require us to purchase in cash some or all of their 2032 Notes at a repurchase price equal to 100% of the principal amount of the 2032 Notes, plus accrued and unpaid interest (including contingent interest, if any) up to but excluding the applicable repurchase date, on March 15, 2018, March 15, 2022 and March 15, 2027, or, subject to specified exceptions, at any time prior to the 2032 Notes’ maturity following a fundamental change.
 
In connection with the issuance of our 2032 Notes, we recorded a discount of $35.4 million as required under existing accounting requirements.  To arrive at this discount amount, we estimated the fair value of the liability component of the 2032 Notes as of the date of their issuance (March 12, 2012) using an income approach.  To determine this estimated fair value, we used borrowing rates of similar market transactions involving comparable liabilities at the time of issuance and an expected life of 6.0 years.  In selecting the expected life, we selected the earliest date that the holder could require us to repurchase all or a portion of the 2032 Notes (March 15, 2018).  The effective interest rate for the 2032 Notes is 6.9% after considering the effect of the accretion of the related debt discount that represented the equity component of the 2032 Notes at their inception.
 
MARAD Debt
 
This U.S. government guaranteed financing ("MARAD Debt") is pursuant to Title XI of the Merchant Marine Act of 1936 which is administered by the Maritime Administration, and was used to finance the construction of the Q4000.  The MARAD Debt is payable in equal semi-annual installments beginning in August 2002 and matures 25 years from such date.  The MARAD Debt is collateralized by the Q4000, with us guaranteeing 50% of the debt, and initially bore interest at a floating rate which approximated AAA Commercial Paper yields plus 20 basis points.  As provided for in the MARAD Debt agreements, in September 2005, we fixed the interest rate on the debt through the issuance of a 4.93% fixed-rate note with the same maturity date (February 2027).
 
Other
 
In accordance with our Credit Agreement, Senior Unsecured Notes, 2025 Notes, 2032 Notes and MARAD Debt agreements, we are required to comply with certain covenants, including the maintenance of minimum net worth, working capital and debt-to-equity requirements, and restrictions that limit our ability to incur certain types of additional indebtedness.  As of June 30, 2012, we were in compliance with these covenants and restrictions.
 
Deferred financing costs of $26.5 million and $26.5 million are included in other assets, net as of June 30, 2012 and December 31, 2011, respectively, and are being amortized over the life of the respective financing agreements.
 
At June 30, 2012, our unsecured letters of credit totaled approximately $46.3 million (see “Credit Agreement” above).  These letters of credit primarily guarantee asset retirement obligations as well as various contract bidding, contractual performance, insurance activities and shipyard commitments.  The following table details our interest expense and capitalized interest for the three- and six-month periods ended June 30, 2012 and 2011:
 
     
Three Months Ended
     
Six Months Ended
 
     
June 30,
     
June 30,
 
     
2012
     
2011
     
2012
     
2011
 
     
(in thousands)
 
                                 
Interest expense
 
$
19,947
   
$
26,029
   
$
42,756
   
$
50,796
 
Interest income
   
(322
)
   
(499
)
   
(892
)
   
(975
)
Capitalized interest
   
(998
)
   
(252
)
   
(1,477
)
   
(307
)
     Interest expense, net
 
$
18,627
   
$
25,278
   
$
40,387
   
$
49,514
 
 
 
Note 8 – Income Taxes
 
      The effective tax rates for the three- and six-month periods ended June 30, 2012 were 28.9% and 29.0%, respectively.  The effective tax rates for the three- and six-month periods ended June 30, 2011 were 27.7% and 27.2%, respectively.  The variance is primarily attributable to increased profitability in certain foreign jurisdictions with higher income tax rates.
 
     We believe our recorded assets and liabilities are reasonable; however, tax laws and regulations are subject to interpretation and tax litigation is inherently uncertain, and therefore our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions.
 
Note 9 – Comprehensive Income and Accumulated Other Comprehensive Loss
 
The components of total comprehensive income for the three- and six-month periods ended June 30, 2012 and 2011 were as follows (in thousands):
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net income, including noncontrolling interests
  $ 45,440     $ 42,109     $ 111,966     $ 68,744  
Other comprehensive income, net of tax
                               
       Foreign currency translation gain (loss)
    (2,838 )     (1,416 )     1,314       699  
       Unrealized gain (loss) on hedges, net
    12,680       20,970       (1,122 )     10,403  
Other comprehensive income
    9,842       19,554       192       11,102  
Total comprehensive income
    55,282       61,663       112,158       79,846  
Less comprehensive income applicable to noncontrolling interests
    (789 )     (786 )     (1,578 )     (1,554 )
Total comprehensive income applicable to Helix
    54,493       60,877       110,580       78,292  
Preferred stock dividends
    (10 )     (10 )     (20 )     (20 )
Total comprehensive income applicable to Helix common shareholders
  $ 54,483     $ 60,867     $ 110,560     $ 78,272  
 
The components of accumulated other comprehensive loss were as follows (in thousands):
   
   
June 30,
   
December 31,
 
   
2012
   
2011
 
             
Cumulative foreign currency translation adjustment
  $ (21,644 )   $ (22,958 )
Unrealized gain on hedges, net
    11,819       12,941  
      Accumulated other comprehensive loss
  $ (9,825 )   $ (10,017 )
 
Note 10 – Earnings Per Share
 
We have shares of restricted stock issued and outstanding, some of which remain subject to vesting requirements.  Holders of such shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our outstanding common stock and are thus considered participating securities.  Under applicable accounting guidance, the undistributed earnings for each period are allocated based on the participation rights of both the common shareholders and holders of any participating securities as if earnings for the respective periods had been distributed.  Because both the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis.  Further, we are required to compute earnings per share (“EPS”) amounts under the two class method in periods in which we have earnings from continuing operations.  For periods in which we have a net loss we do not use the two class method as holders of our restricted shares are not contractually obligated to share in such losses.
 
 
The presentation of basic EPS amounts on the face of the accompanying condensed consolidated statements of operations and comprehensive income is computed by dividing the net income applicable to Helix common shareholders by the weighted average shares of outstanding common stock.  The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income included in the numerator excludes the effects of the impact of dilutive common stock equivalents, if any.  The computations of  the numerator (Income) and denominator (Shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations and comprehensive income are as follows (in thousands):
 
   
Three Months Ended
 
Three Months Ended
   
June 30, 2012
 
June 30, 2011
   
Income
 
Shares
 
Income
 
Shares
Basic:
               
Net income applicable to Helix common shareholders
  $ 44,641       $ 41,313    
Less: Undistributed net income allocable to participating securities
    (449 )       (514 )  
Net income applicable to Helix common shareholders
  $ 44,192  
104,563
  $ 40,799  
104,673
 
   
Three Months Ended
   
Three Months Ended
 
   
June 30, 2012
   
June 30, 2011
 
   
Income
   
Shares
   
Income
   
Shares
 
Diluted:
                       
Net income per common share - Basic
  $ 44,192       104,563     $ 40,799       104,673  
Effect of dilutive securities:
                               
Stock options                                                                
 
      118    
      106  
Undistributed earnings reallocated to participating securities
    2    
      3    
 
2025 Notes and 2032 Notes                                                                
 
   
   
   
 
Convertible preferred stock                                                                
    10       361       10       361  
Net income per common share - Diluted
  $ 44,204       105,042     $ 40,812       105,140  
 
   
Six Months Ended
 
Six Months Ended
   
June 30, 2012
 
June 30, 2011
   
Income
 
Shares
 
Income
 
Shares
Basic:
               
Net income applicable to Helix common shareholders
  $ 110,368       $ 67,170    
Less: Undistributed net income allocable to participating securities
    (1,111 )       (850 )  
Net income applicable to Helix common shareholders
  $ 109,257  
104,547
  $ 66,320  
104,573
 
   
Six Months Ended
   
Six Months Ended
 
   
June 30, 2012
   
June 30, 2011
 
   
Income
   
Shares
   
Income
   
Shares
 
Diluted:
                       
Net income per common share - Basic
  $ 109,257       104,547     $ 66,320       104,573  
Effect of dilutive securities:
                               
Stock options                                                                
 
      104    
      90  
Undistributed earnings reallocated to participating securities
    5    
      4    
 
2025 Notes and 2032 Notes                                                                
 
   
   
   
 
Convertible preferred stock                                                                
    20       361       20       361  
Net income per common share - Diluted
  $ 109,282       105,012     $ 66,344       105,024  
 
There were no diluted shares associated with our 2025 Convertible Senior Notes as the conversion price of $32.14 (and conversion trigger of $38.57 per share) was not met in either of the three- or six-month periods ended June 30, 2012 and 2011.  Also, no diluted shares were included for our 2032 Notes for the three- or six-month periods ended June 30, 2012 as the conversion price of $25.02 (and conversion trigger of $32.53 per share) was not met and we have the right to settle any such future conversions in cash at our sole discretion.
 
 
Note 11 – Employee Benefit Plans
 
We have two stock-based compensation plans: the 1995 Long-Term Incentive Plan, as amended (the “1995 Incentive Plan”) and the 2005 Long-Term Incentive Plan, as amended (the “2005 Incentive Plan”).  At the Annual Meeting of Shareholders on May 9, 2012, the shareholders approved an amendment and restatement to the 2005 Incentive Plan to: (i) authorize 4.3 million additional shares for issuance pursuant to our equity incentive compensation strategy, (ii) authorize incentive stock options, stock appreciation rights, cash awards and performance awards to be made pursuant to the amended and restated 2005 Incentive Plan, and (iii) include performance criteria for awards that may be made contingent upon the achievement of one or more performance measures, as well as limits on individual awards, in accordance with the requirements for performance-based compensation under Section 162(m) of the Internal Revenue Code.  As of June 30, 2012, there were 6.7 million shares available for issuance under the amended and restated 2005 Incentive Plan, which includes a maximum of 2.0 million shares that may be granted as incentive stock options.  There were no stock option grants in the three- and six-month periods ended June 30, 2012 and 2011.  During the six-month period ended June 30, 2012, the following grants of share-based awards (restricted shares, restricted stock units and performance share units (“PSUs") were made to executive officers, selected management employees and non-employee members of the board of directors under the amended and restated 2005 incentive plan:
 
 
Date of Grant
 
Shares
   
Grant Date Fair Value
Per Share
 
Vesting Period
 
                   
 
January 3, 2012
    272,153     $ 15.80  
33% per year over three years
 
 
January 3, 2012 (1) 
    132,910       23.68  
100% on January 1, 2015
 
 
January 3, 2012
    1,958       15.80  
100% on January 1, 2014
 
 
April 1, 2012
    1,879       17.80  
100% on January 1, 2014
 
 
(1)  
Reflects the grant of PSUs to certain of our executive officers.  The estimated fair value of the PSUs on grant date was determined using a Monte Carlo simulation model.  The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum award being 200% of the original awarded PSUs and the minimum amount being zero.  The vested PSUs will be settled in an equivalent number of shares of our common stock unless the Compensation Committee of our Board of Directors elects to pay in cash.  See Note 12 of 2011 Form 10-K.
 
Compensation cost is recognized over the respective vesting periods on a straight-line basis.  For the three- and six-month periods ended June 30, 2012, $1.8 million and $3.7 million, respectively, were recognized as compensation expense related to share-based awards as compared with $2.0 million and $4.9 million during the three- and six-month periods ended June 30, 2011.
 
Long-Term Incentive Compensation Plan
 
In January 2009, we adopted the 2009 Long-Term Incentive Cash Plan (the “2009 LTI Plan”) to provide long-term cash-based compensation to eligible employees.  Under the terms of the 2009 LTI Plan, the majority of the cash awards are fixed sum amounts payable (the vesting period is five years for awards granted before January 1, 2012 and three years thereafter). However, some of the cash awards are indexed to our common stock and the payment amount at each vesting date will fluctuate based on the common stock’s performance.  This share-based component is considered a liability plan and as such is re-measured to fair value each reporting period with corresponding changes being recorded as a charge to earnings as deemed appropriate.
 
The total awards made under the 2009 LTI Plan totaled $4.2 million in 2012 and $5.2 million in 2011.   Total compensation expense under the 2009 LTI plan totaled $1.2 million and $3.6 million for the three- and six-month periods ended June 30, 2012, respectively.  For the three- and six-month periods ended June 30, 2011, total compensation under the 2009 LTI Plan totaled $1.6 million and $4.6 million, respectively.  The liability balance under the 2009 LTI Plan was $8.0 million at June 30, 2012 and $9.9 million at December 31, 2011, including $7.3 million at June 30, 2012 and $8.5 million at December 31, 2011 associated with the variable portion of the 2009 LTI plan.
 
 
Employee Stock Purchase Plan
 
At the May 2012 Annual Meeting of Shareholders, the shareholders approved the Helix Energy Solutions Group, Inc. Employee Stock Purchase Plan (the “ESPP”).  The ESPP has 1.5 million shares authorized for issuance.  Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP.  The first of such purchase periods begins on September 1, 2012.  The purchase price for the stock will be 85% of the lesser of (1) its fair market value on the first trading day of the purchase period or (2) its fair market value on the last trading day of the purchase period.  A participant may elect to make contributions each pay period in an amount not less than 1% of his or her compensation, subject to an annual limitation equal to 10% of his or her compensation or such other amount established by the Compensation Committee of our Board of Directors (which administers the ESPP).  No participant, however, may purchase more than 10,000 shares of our common stock during any purchase period nor may a participant purchase shares during a calendar year in excess of the “maximum share limitation.”  The maximum share limitation is the number of shares of our common stock derived by dividing $25,000 by the fair market value (equal to the closing price per share of our common stock on the New York Stock Exchange on the applicable date) of the common stock determined as of the first trading day of the purchase period.
 
For more information regarding our employee benefit plans, including our stock-based compensation plans and our 2009 LTI Plan, see Note 12 of our 2011 Form 10-K.
 
Note 12 – Business Segment Information
 
Our operations are conducted through the following lines of business: contracting services and oil and gas.  We have disaggregated our contracting services operations into two reportable segments.  As a result, our reportable segments consist of the following: Contracting Services, Production Facilities and Oil and Gas. Contracting Services operations include well operations, robotics and subsea construction.  The Production Facilities segment includes our consolidated investment in the HP I and Kommandor LLC as well as our equity investments in Deepwater Gateway and Independence Hub that are accounted for under the equity method of accounting.
 
We evaluate our performance based on income before income taxes of each segment.  All material intercompany transactions between the segments have been eliminated.
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(in thousands)
 
Revenues
                       
Contracting Services
  $ 209,557     $ 171,353     $ 454,101     $ 302,890  
Production Facilities
    19,963       20,545       39,985       36,115  
Oil and Gas
    149,933       172,458       328,018       341,317  
Intercompany elimination
    (32,059 )     (26,037 )     (66,783 )     (50,396 )
Total
  $ 347,394     $ 338,319     $ 755,321     $ 629,926  
                                 
Income (loss) from operations
                               
Contracting Services
  $ 19,223     $ 30,565     $ 78,347     $ 33,831  
Production Facilities
    9,882       11,920       19,931       17,876  
Oil and Gas
    60,442       43,064       137,384       96,304  
Corporate
    (11,158 )     (9,112 )     (22,056 )     (19,553 )
Intercompany elimination
    98       (19 )     (2,922 )     71  
Total
  $ 78,487     $ 76,418     $ 210,684     $ 128,529  
                                 
Equity in earnings of equity investments
  $ 5,748     $ 5,887     $ 6,155     $ 11,537  
 
 
Intercompany segment revenues during the three- and six-month periods ended June 30, 2012 and 2011 were as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(in thousands)
 
                         
Contracting Services
    20,538       14,295       43,739       27,164  
Production Facilities
    11,521       11,742       23,044       23,232  
Total
  $ 32,059     $ 26,037     $ 66,783     $ 50,396  
 
Intercompany segment profits (losses) during the three- and six-month periods ended June 30, 2012 and 2011 were as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(in thousands)
 
                         
Contracting Services
    (55 )     63       3,009       39  
Production Facilities
    (43 )     (44 )     (87 )     (110 )
Total
  $ (98 )   $ 19     $ 2,922     $ (71 )
 
Segment assets are comprised of all assets attributable to the reportable segment.  The following table reflects total assets by reportable segment as of June 30, 2012 and December 31, 2011:
 
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(in thousands)
 
             
Contracting Services
  $
2,176,796
    $
2,006,065
 
Production Facilities
   
534,714
     
534,776
 
Oil and Gas  
   
977,295
     
1,041,506
 
      Total  
  $ 3,688,805     $ 3,582,347  
 
Note 13 – Related Party Transactions
 
In April 2000, we acquired a 20% working interest in Gunnison, a deepwater Gulf of Mexico prospect, from a third party.  Financing for the exploratory costs of approximately $20 million was provided by an investment partnership (“OKCD”), the investors of which include current and former Helix senior management, in exchange for a revenue interest that is an overriding royalty interest of 25% of Helix’s 20% working interest. Production began in December 2003.  Our payments to OKCD totaled $2.2 million and $3.9 million for the three- and six-month periods ended June 30, 2012, respectively, and $2.7 million and $5.1 million for the three- and six-month periods ended June 30, 2011, respectively.  Our Chief Executive Officer, Owen Kratz, through Class A limited partnership interests in OKCD, personally owns approximately 81% of the partnership.  In 2000, OKCD also awarded Class B income participations to key Helix employees who are required to maintain their employment status with Helix in order to retain such income participations.
 
 
Note 14 – Commitments and Contingencies and Other Matters
 
Commitments
 
Expansion of Well Intervention Fleet
In March 2012, we executed a shipyard contract for the construction of a newbuild semisubmersible well intervention vessel.  This $386.5 million shipyard contract represents the majority of the expected costs associated with the construction of this new semisubmersible well intervention vessel.  We made the first scheduled payment under the contract in the amount of $57.8 million on March 12, 2012.  Under terms of this contract, the payments will be made in fixed amounts on contractually scheduled dates.  The next $58.0 million payment is scheduled to be made in December 2012.
 
On July 23, 2012, we entered into a definitive agreement to acquire the Discoverer 534 drillship from a subsidiary of Transocean Ltd. for $85 million.  The transaction is expected to close in August 2012.  We will then convert the drillship into a well intervention vessel in Singapore.
 
Contingencies and Claims
 
We were subcontracted to perform development work for a large gas field offshore India.  Work commenced in the fourth quarter of 2007 and we completed our scope of work in the third quarter of 2009.  To date we have collected approximately $303 million related to this project with an amount of trade receivables yet to be collected.  We have requested arbitration in India pursuant to the terms of the subcontract to pursue our claims and the prime contractor has also requested arbitration and has asserted certain counterclaims against us.  If we are not successful in resolving these matters through ongoing discussions with the prime contractor, then arbitration in India remains a potential remedy.  Based on number of factors associated with the ongoing negotiations with the prime contractor, in 2010 we established an allowance against our trade receivable balance that reduces its balance to an amount we believe is ultimately realizable (see Notes 16 and 18 of our 2011 Form 10-K).  However, at the time of this filing no final commercial resolution of this matter has been reached.
 
We have received value added tax (VAT) assessments from the State of Andhra Pradesh, India (the “State”) in the amount of approximately $28 million for the tax years 2007, 2008, 2009 and 2010 related to a subsea construction and diving contract we entered into in December 2006 in India.  The State claims we owe unpaid taxes related to products consumed by us during the period of the contract.  We are of the opinion that the State has arbitrarily assessed this VAT tax and has no foundation for the assessment and believe that we have complied with all rules and regulations as related to VAT in the State.  We also believe that our position is supported by law and intend to vigorously defend our position.  However, the ultimate outcome of this assessment and our potential liability from it, if any, cannot be determined at this time.  If the current assessment is upheld, it may have a material negative effect on our consolidated results of operations while also impacting our financial position.
 
Contracting Services Impairment
 
As our subsea construction vessel, the Intrepid, did not have work for the immediately foreseeable future, we deferred the vessel’s scheduled regulatory dry dock and are currently preparing the vessel to be placed in cold-stack mode for at least the remainder of 2012.  In consideration of these developments, we concluded the vessel was impaired and we recorded a $14.6 million charge to reduce the carrying cost of the Intrepid to its estimated fair value at June 30, 2012.
 
Litigation
 
On May 12, 2012, a shareholder derivative lawsuit styled Mark Lucas v. Owen Kratz, et al. was filed in the 270th Judicial District in the District Court of Harris County, Texas.  In the suit, the plaintiff makes claims against our Board of Directors, certain of our former directors, certain of our current and former executive officers and the independent compensation consultant to the Compensation Committee of our board of directors, for breaches of the fiduciary duties of candor, good faith and loyalty, unjust enrichment and aiding and abetting the alleged breaches of fiduciary duty relating to the long-term equity awards granted in 2010 to certain of our executive officers.  This case is essentially a “copycat” complaint asserting similar causes of action arising out of the same facts as set forth in the federal action, City of Sterling Heights Police & Fire Retirement System v. Owen Kratz, et al., a description of which is included in our 2011 Form
 
 
10-K.  We have filed a motion to stay, motion to dismiss, special exceptions, plea to the jurisdiction and an original answer asserting that: (i) the suit should be stayed in favor of a first-filed federal derivative case; (ii) the plaintiff has not pled specific facts showing wrongful refusal of demand; (iii) the plaintiff has not demonstrated he continually owned shares during the complained of action; and (iv) the plaintiff has not stated a claim.  The plaintiff is generally demanding disgorgement of the excessive compensation, restraint on the disposition/exercise of the alleged improperly awarded equity, implementation of additional internal controls, and attorney’s fees and costs of litigation.
 
On June 20, 2012, we were named as a defendant in a claim filed in the Western District of Virginia by an individual, Charles Adams, who claims that he invented the capping stack used to plug the BP Gulf of Mexico Macondo well.  Mr. Adams alleges that we obtained some drawings and other intellectual property from an engineer named Richard Haun and/or Mr. Haun’s company, Equipment Design & Manufacturing Group, LLC, d/b/a ED&M Deepwater Engineering (collectively “ED&M”, and also a named defendant), and that we and ED&M then engaged Cameron International Corporation (which is also a named defendant) to manufacture the capping stack and realize the Plaintiff’s invention.  Mr. Adams seeks at least $150 million in compensatory damages, treble damages under a Virginia statute, punitive damages, attorney’s fees and costs, as well as temporary and permanent injunctions against the defendants in relation to his claimed intellectual property.  We believe that we were mistakenly named in this lawsuit because, among other things, we did not invent, manufacture or provide the capping stack that was used to plug the Macondo well, and although we did have a working relationship with ED&M, that work had nothing to do with the Macondo (or any other) capping stack.  In the event it is not dismissed from this lawsuit, we intend to defend this matter vigorously.  We do not expect that this matter will have a material adverse effect on our business or financial position, results of operations or cash flows.
 
We are involved in various legal proceedings, primarily involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act based on alleged negligence.  In addition, from time to time we incur other claims, such as contract disputes, in the normal course of business.
 
Note 15 – Fair Value Measurements
 
Certain of our financial assets and liabilities are measured and reported at fair value on a recurring basis as required under applicable accounting requirements.  These requirements establish a hierarchy for inputs used in measuring fair value.  The fair value is to be calculated based on assumptions that market participants would use in pricing assets and liabilities and not on assumptions specific to the entity.  The statement requires that each asset and liability carried at fair value be classified into one of the following categories:
 
     
 
Level 1.  Observable inputs such as quoted prices in active markets;
 
Level 2.  Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
 
Level 3.  Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions.
 
Assets and liabilities measured at fair value are based on one or more of three valuation techniques as follows:
 
(a)  
Market Approach.  Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.
(b)  
Cost Approach.   Amount that would be required to replace the service capacity of an asset (replacement cost).
(c)  
Income Approach. Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).
 
 
The following table provides additional information related to assets and liabilities measured at fair value on a recurring basis at June 30, 2012 (in thousands):
 
   
Level 1
   
Level 2 (1)
   
Level 3
   
Total
 
Valuation Technique
Assets:
                         
   Natural gas contracts
  $
    $ 10,902     $
    $ 10,902  
(c)
   Oil contracts                                           
   
      21,770      
      21,770  
(c)
                                   
Liabilities:
                                 
   Oil contracts                                           
   
      6,383      
      6,383  
(c)
   Fair value of long term debt (2) 
    1,133,037       123,382      
      1,256,419  
(a), (b)
   Interest rate swaps
   
      376      
      376  
(c)
   Foreign currency forwards
   
      44      
      44  
(c)
     Total net liability                                           
  $ 1,133,037     $ 97,513     $
    $ 1,230,550    
 
(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. Our actual results may differ from our estimates, and these differences could be positive or negative.
 
(2)  
See Note 7 for additional information regarding our long term debt.   The fair value of our long term debt at June 30, 2012 is as follows:
 
   
Fair Value
   
Carrying Value
   
               
Term Loans (mature July 2015)
  $ 376,630     $ 377,000    
Revolving Credit Facility (matures July 2015)
    100,000       100,000    
2025 Notes (mature March 2025)
    158,824       157,830  
 (a)
2032 Notes (mature March 2032)
    207,500       200,000  
 (b)
Senior Unsecured Notes (mature January 2016)
    290,083       274,960    
MARAD Debt (matures February 2027) (c) 
    123,382       107,757    
  Total
  $ 1,256,419     $ 1,217,547    
 
a.  
Amount excludes the related unamortized debt discount of $2.5 million.
b.  
Amount excludes the related unamortized debt discount of $34.2 million.
c.  
The estimated fair value of all debt, other than the MARAD debt, was determined using Level 1 inputs using the market approach.  The fair value of the MARAD debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the MARAD indebtedness as compared to other governmental obligations in the marketplace with similar terms.  The fair value of the MARAD Debt was estimated using Level 2 fair value inputs using the market approach.
 
Note 16 – Derivative Instruments and Hedging Activities
 
We are currently exposed to market risk in three major areas: commodity prices, interest rates and foreign currency exchange rates.  Our risk management activities involve the use of derivative financial instruments to hedge the impact of market price risk exposures primarily related to our oil and gas production, variable interest rates and foreign exchange currency fluctuations.  All derivatives are reflected in the accompanying condensed consolidated balance sheets at fair value, unless otherwise noted.
 
We engage solely in cash flow hedges.  Hedges of cash flow exposure are entered into to hedge a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability.  Changes in the derivative fair values that are designated as cash flow hedges are deferred to the extent that they are effective and are recorded as a component of accumulated other comprehensive income
 
 
(loss), a component of shareholders’ equity, until the hedged transactions occur and are recognized in earnings.  The ineffective portion of a cash flow hedge’s change in fair value is recognized immediately in earnings.  In addition, any change in the fair value of a derivative that does not qualify for hedge accounting is recorded in earnings in the period in which the change occurs.
 
For additional information regarding our accounting for derivatives, see Notes 2 and 20 of our 2011 Form 10-K.
 
Commodity Price Risks
 
We currently manage commodity price risk through various financial costless collars and swap instruments covering a portion of our anticipated oil and natural gas production for 2012 and 2013.  All of our current commodity derivative contracts qualify for hedge accounting.
 
As of June 30, 2012, we had the following volumes under derivative contracts related to our oil and gas producing activities totaling approximately 4.3 million barrels of oil and 11.6 Bcf of natural gas:
 
Production Period
 
Instrument Type
 
Average
Monthly Volumes
 
Weighted Average
Price (1)
Crude Oil:
         
(per barrel)
July 2012 — December 2012
 
Collar
 
     75.0 MBbl
 
    $  96.67 — $118.57 (2)
July 2012 — December 2012
 
Collar
 
     99.1 MBbl
 
$  99.67 — $118.42
July 2012 — December 2012
 
Swap
 
     96.6 MBbl
 
$92.52
January 2013 — December 2013
 
Swap
 
     88.9 MBbl
 
$95.28
January 2013 — December 2013
 
Collar
 
   133.3 MBbl
 
 $  98.44 — $115.85
             
Natural Gas:
         
(per Mcf)
July 2012 — December 2012
 
Swap
 
    777.5 Mmcf
 
$4.29
July 2012 — December 2012
 
Collar
 
    156.7 Mmcf
 
$4.75 — $5.09
January 2013 — December 2013
 
Swap
 
    500.0 Mmcf
 
$4.09
 
(1)  
The prices quoted in the table above are NYMEX Henry Hub for natural gas.  Most of our oil contracts are indexed to the Brent crude oil price.
(2)  
This contract is priced using NYMEX West Texas Intermediate for crude oil.
 
Changes in NYMEX oil and gas and Brent crude oil strip prices would, assuming all other things being equal, cause the fair value of these instruments to increase or decrease inversely to the change in NYMEX or Brent prices, respectively.
 
Variable Interest Rate Risks
 
As some of our long-term debt has variable interest rates and is subject to market influences, in January 2010 we entered into various interest rate swaps to stabilize cash flows relating to interest payments for $200 million of our Term Loan debt under our Credit Agreement (Note 7).  The last of these monthly contracts matured in January 2012.  In August 2011, we entered into additional interest rate swap contracts to fix the interest rate on $200 million of our Term Loan debt.  These monthly contracts began in January 2012 and extend through January 2014.  Changes in the interest rate swap fair value are deferred to the extent the swap is effective and are recorded as a component of accumulated other comprehensive income (loss) until the anticipated interest payments occur and are recognized in interest expense.  The ineffective portion of the interest rate swap, if any, will be recognized immediately in earnings within the line titled “Net interest expense”.  The amount of ineffectiveness associated with our interest swap contracts was immaterial for all periods presented in this Quarterly Report on Form 10-Q.
 
Foreign Currency Exchange Risks
 
Because we operate in various regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar.  We entered into various foreign currency forwards to stabilize expected cash outflows relating to certain vessel charters denominated in British pounds.  We did not designate any of our existing foreign exchange contracts as hedge contracts at their inception.  The last of our existing monthly foreign currency swap contracts will settle in November 2012.
 
 
Quantitative Disclosures Related to Derivative Instruments
 
The following tables present the fair value and balance sheet classification of our derivative instruments as of June 30, 2012 and December 31, 2011.
 
Derivatives designated as hedging instruments are as follows (in thousands):
 
 
As of June 30, 2012
 
As of December 31, 2011
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
Asset Derivatives:
               
   Natural gas contracts
Other current assets
  $ 9,663  
Other current assets
  $ 12,957  
   Oil contracts
Other current assets
    16,033  
Other current assets
    8,567  
   Oil contracts
Other assets
    5,737  
Other assets
     
   Natural gas contracts
Other assets
    1,239  
Other assets
    857  
   Interest rate swaps
Other assets
     
Other assets
    327  
      $ 32,672       $ 22,708  
                     
 
As of June 30, 2012
 
As of December 31, 2011
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
Liability Derivatives:
                   
   Oil contracts
Accrued liabilities
  $ 5,324  
Accrued liabilities
  $ 886  
   Interest rate swaps
Accrued liabilities
    317  
Accrued liabilities
    202  
   Oil contracts
Other long-term liabilities
    1,059  
Other long-term liabilities
    1,711  
   Interest rate swaps
Other long-term liabilities
    59  
Other long-term liabilities
     
      $ 6,759       $ 2,799  
 
Derivatives that were not designated as hedging instruments (in thousands):
 
 
As of June 30, 2012
 
As of December 31, 2011
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
Asset Derivatives:
               
   Foreign exchange forwards
Other current assets
  $  
Other current assets
  $ 55  
      $       $ 55  
                     
 
As of June 30, 2012
 
As of December 31, 2011
 
 
Balance Sheet Location
 
Fair Value
 
Balance Sheet Location
 
Fair Value
 
Liability Derivatives:
                   
   Foreign exchange forwards
Accrued liabilities
  $ 44  
Accrued liabilities
  $ 159  
      $ 44       $ 159  
 
The following tables present the impact that derivative instruments designated as cash flow hedges had on our accumulated comprehensive income (loss) and our consolidated condensed statements of operations and comprehensive income for the three- and six-month periods ended June 30, 2012 and 2011.  The hedge ineffectiveness related to some of our crude oil contracts totaled $10.1 million and $7.7 million for the three- and six-month periods ended June 30, 2012.  The amount of any ineffectiveness associated with our oil contracts was immaterial for the three- and six-month periods ended June 30, 2011. These amounts are reflected as a separate line item titled “Ineffectiveness on oil and gas commodity derivative contracts” in the accompanying condensed consolidated statements of operations and comprehensive income.  Ineffectiveness associated with our interest rate swaps was immaterial for all periods presented.  At June 30, 2012, most of our remaining unrealized gains (losses) related to our derivative contracts are expected to be reclassified into earnings within the next 12 months, including $9.1 million for our oil and natural gas contracts and $(0.2) million related to our interest swap contracts.  All unrealized gains (losses) related to our derivative contracts are expected to be reclassified to earnings by no later than December 31, 2013.  The last of our interest rate swaps will be settled in January 2014.
 
 
     
Gain (Loss) Recognized in OCI on Derivatives
(Effective Portion)
 
     
Three Months Ended
June 30,
     
Six Months Ended
June 30,
 
     
2012
     
2011
     
2012
     
2011
 
     
(in thousands)
 
                                 
Oil and natural gas commodity contracts
 
$
12,759
   
$
20,720
   
$
(796
)
 
$
9,942
 
Interest rate swaps
   
(79
)
   
250
     
(326
)
   
461
 
   
$
12,680
   
$
20,970
   
$
(1,122
)
 
$
10,403
 
 
                                         
             
Gain (Loss) Reclassified from Accumulated OCI
 
             
into Income
 
     
Location of Gain (Loss)
     
(Effective Portion)
 
     
Reclassified from
     
Three Months Ended
     
Six Months Ended
 
     
Accumulated OCI into Income
     
June 30,
     
June 30,
 
     
(Effective Portion)
     
2012
     
2011
     
2012
     
2011
 
   
(in thousands)
                                         
Oil and natural gas commodity contracts
   
 
Oil and gas revenue
   
$
8,023
   
$
 
(11,860
)
 
 
$
8,132
   
 
$
 
(18,185
)
Interest rate swaps
   
Net interest expense
     
(120
)
   
(591
)
   
(313
)
   
(1,071
)
           
$
7,903
   
$
(12,451
)
 
$
7,819
   
$
(19,256
)
                                         
The following table presents the impact that derivative instruments not designated as hedges had on our condensed consolidated statement of operations and comprehensive income for the three- and six-month periods ended June 30, 2012 and 2011 (in thousands):
                                         
                                         
             
Gain (Loss) Recognized in Income on Derivatives
 
     
Location of Gain (Loss)
     
Three Months Ended
     
Six Months Ended
 
     
Recognized in Income on
     
June 30,
     
June 30,
 
     
Derivatives
     
2012
     
2011
     
2012
     
2011
 
   
(in thousands)
                                         
Foreign exchange forwards
   
Other expense
   
$
(69
)
 
$
6
   
$
164
   
$
614
 
           
$
(69
)
 
$
6
   
$
164
   
$
614
 
 
 
Note 17 – Condensed Consolidated Guarantor and Non-Guarantor Financial Information
 
The payment of our obligations under the Senior Unsecured Notes is guaranteed by all of our restricted domestic subsidiaries (“Subsidiary Guarantors”) except for Cal Dive I-Title XI, Inc.  Each of these Subsidiary Guarantors is included in our condensed consolidated financial statements and has fully and unconditionally guaranteed the Senior Unsecured Notes on a joint and several basis.  As a result of these guaranty arrangements, we are required to present the following condensed consolidating financial information.  The accompanying guarantor financial information is reported based on the equity method of accounting for all periods presented.  Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity.  Elimination entries related primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
(Unaudited)
 
 
 
As of June 30, 2012
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
ASSETS
                             
Current assets:
                             
     Cash and cash equivalents
$
584,113
 
$
2,775
 
$
62,615
 
$
 
$
649,503
 
     Accounts receivable, net
 
71,410
   
82,343
   
34,151
   
   
187,904
 
     Unbilled revenue
 
10,416
   
187
   
40,942
   
   
51,545
 
     Income taxes receivable
 
111,850
   
   
8,463
   
(120,313
)
 
 
     Other current assets
 
57,286
   
44,058
   
16,630
   
5
   
117,979
 
          Total current assets
 
835,075
   
129,363
   
162,801
   
(120,308
)
 
1,006,931
 
Intercompany
 
(183,504
)
 
368,513
   
(119,650
)
 
(65,359
)
 
 
Property and equipment, net
 
223,058
   
1,458,080
   
682,846
   
(4,691
)
 
2,359,293
 
Other assets:
                             
     Equity investments in unconsolidated affiliates
 
   
   
173,543
   
   
173,543
 
     Equity investments in affiliates
 
2,031,892
   
43,534
   
   
(2,075,426
)
 
 
     Goodwill, net
 
   
45,107
   
17,145
   
   
62,252
 
     Other assets, net
 
53,241
   
38,923
   
32,066
   
(37,444
)
 
86,786
 
     Due from subsidiaries/parent
 
47,426
   
580,277
   
   
(627,703
)
 
 
 
$
3,007,188
 
$
2,663,797
 
$
948,751
 
$
(2,930,931
)
$
3,688,805
 
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                             
Current liabilities:
                             
     Accounts payable
$
49,247
 
$
71,377
 
$
36,114
 
$
 
$
156,738
 
     Accrued liabilities
 
59,212
   
95,392
   
22,621
   
   
177,225
 
     Income taxes payable
 
   
139,280
   
   
(136,215
)
 
3,065
 
     Current maturities of long-term debt
 
8,000
   
   
4,997
   
   
12,997
 
          Total current liabilities
 
116,459
   
306,049
   
63,732
   
(136,215
)
 
350,025
 
Long-term debt
 
1,065,148
   
   
102,760
   
   
1,167,908
 
Deferred tax liabilities
 
240,263
   
103,693
   
107,317
   
(5,456
)
 
445,817
 
Asset retirement obligations
 
   
135,235
   
   
   
135,235
 
Other long-term liabilities
 
4,237
   
4,067
   
528
   
   
8,832
 
Due to parent
 
   
   
81,056
   
(81,056
)
 
 
         Total liabilities
 
1,426,107
   
549,044
   
355,393
   
(222,727
)
 
2,107,817
 
Convertible preferred stock
 
1,000
   
   
   
   
1,000
 
Total equity
 
1,580,081
   
2,114,753
   
593,358
   
(2,708,204
)
 
1,579,988
 
 
$
3,007,188
 
$
2,663,797
 
$
948,751
 
$
(2,930,931
)
$
3,688,805
 
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
 
 
 
As of December 31, 2011
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
ASSETS
                             
Current assets:
                             
     Cash and cash equivalents
$
495,484
 
$
2,434
 
$
48,547
 
$
 
$
546,465
 
     Accounts receivable, net
 
79,290
   
117,767
   
41,724
   
   
238,781
 
     Unbilled revenue
 
10,530
   
155
   
26,690
   
   
37,375
 
     Income taxes receivable
 
80,388
   
   
   
(80,388
)
 
 
     Other current assets
 
68,627
   
48,661
   
10,159
   
(5,826
)
 
121,621
 
          Total current assets
 
734,319
   
169,017
   
127,120
   
(86,214
)
 
944,242
 
Intercompany
 
(147,187
)
 
315,821
   
(102,826
)
 
(65,808
)
 
 
Property and equipment, net
 
230,946
   
1,422,326
   
682,899
   
(4,844
)
 
2,331,327
 
Other assets:
                             
     Equity investments in unconsolidated affiliates
 
   
   
175,656
   
   
175,656
 
     Equity investments in affiliates
 
1,952,392
   
37,239
   
   
(1,989,631
)
 
 
     Goodwill, net
 
   
45,107
   
17,108
   
   
62,215
 
     Other assets, net
 
53,425
   
36,453
   
16,809
   
(37,780
)
 
68,907
 
     Due from subsidiaries/parent
 
64,655
   
430,496
   
   
(495,151
)
 
 
 
$
2,888,550
 
$
2,456,459
 
$
916,766
 
$
(2,679,428
)
$
3,582,347
 
                               
LIABILITIES AND SHAREHOLDERS’ EQUITY
                             
Current liabilities:
                             
     Accounts payable
$
39,280
 
$
82,750
 
$
25,013
 
$
 
$
147,043
 
     Accrued liabilities
 
115,921
   
97,692
   
26,350
   
   
239,963
 
     Income taxes payable
 
   
97,692
   
217
   
(96,616
)
 
1,293
 
     Current maturities of long-term debt
 
3,000
   
   
10,377
   
(5,500
)
 
7,877
 
          Total current liabilities
 
158,201
   
278,134
   
61,957
   
(102,116
)
 
396,176
 
Long-term debt
 
1,042,155
   
   
105,289
   
   
1,147,444
 
Deferred tax liabilities
 
231,255
   
88,625
   
103,552
   
(5,822
)
 
417,610
 
Asset retirement obligations
 
   
161,208
   
   
   
161,208
 
Other long-term liabilities
 
4,150
   
4,647
   
571
   
   
9,368
 
Due to parent
 
   
   
98,285
   
(98,285
)
 
 
         Total liabilities
 
1,435,761
   
532,614
   
369,654
   
(206,223
)
 
2,131,806
 
Convertible preferred stock
 
1,000
   
   
   
   
1,000
 
Total equity
 
1,451,789
   
1,923,845
   
547,112
   
(2,473,205
)
 
1,449,541
 
 
$
2,888,550
 
$
2,456,459
 
$
916,766
 
$
(2,679,428
)
$
3,582,347
 
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 
   
Three Months Ended June 30, 2012
 
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
                               
Net revenues
  $ 19,963     $ 254,880     $ 95,632     $ (23,081 )   $ 347,394  
Cost of sales
    26,084       178,437       72,509       (22,861 )     254,169  
     Gross profit
    (6,121 )     76,443       23,123       (220 )     93,225  
Loss on sale or acquisition of assets
          (236 )                 (236 )
Ineffectiveness on oil and gas derivative contract
          10,069                   10,069  
Selling, general and administrative expenses
    (11,658 )     (8,919 )     (4,257 )     263       (24,571 )
Income (loss) from operations
    (17,779 )     77,357       18,866       43       78,487  
  Equity in earnings of investments
    64,446       3,670       5,748       (68,116 )     5,748  
  Net interest expense and other
    (9,597 )     (7,074 )     (3,648 )           (20,319 )
Income (loss) before income taxes
    37,070       73,953       20,966       (68,073 )     63,916  
  Provision (benefit) for income taxes
    (7,554 )     24,142       1,872       16       18,476  
Net income (loss) applicable to Helix
    44,624       49,811       19,094       (68,089 )     45,440  
  Less: net income applicable to noncontrolling interests
                      (789 )     (789 )
  Preferred stock dividends
    (10 )                       (10 )
Net income (loss) applicable to Helix common shareholders
  $ 44,614     $ 49,811     $ 19,094     $ (68,878 )   $ 44,641  
                                         
Total comprehensive income (loss) applicable to Helix common shareholders
  $ 44,535     $ 62,570     $ 16,254     $ (68,876 )   $ 54,483  
t
   
Three Months Ended June 30, 2011
 
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
                               
Net revenues
  $ 20,545     $ 247,855     $ 92,926     $ (23,007 )   $ 338,319  
Cost of sales
    15,123       173,897       71,730       (22,629 )     238,121  
     Gross profit
    5,422       73,958       21,196       (378 )     100,198  
Loss on sale or acquisition of assets
    (22 )                       (22 )
Selling, general and administrative expenses
    (9,574 )     (9,915 )     (4,658 )     389       (23,758 )
Income (loss) from operations
    (4,174 )     64,043       16,538       11       76,418  
  Equity in earnings of investments
    58,929       4,194       5,887       (63,123 )     5,887  
  Net interest expense and other
    (18,243 )     (5,890 )     108             (24,025 )
Income (loss) before income taxes
    36,512       62,347       22,533       (63,112 )     58,280  
  Provision (benefit) for income taxes
    (4,790 )     20,319       637       5       16,171  
Net income (loss) applicable to Helix
    41,302       42,028       21,896       (63,117 )     42,109  
  Less:net income applicable to noncontrolling interests
                      (786 )     (786 )
  Preferred stock dividends
    (10 )                       (10 )
Net income (loss) applicable to Helix common shareholders
  $ 41,292     $ 42,028     $ 21,896     $ (63,903 )   $ 41,313  
                                         
Total comprehensive income (loss) applicable to Helix common shareholders
  $ 41,542     $ 62,748     $ 20,485     $ (63,908 )   $ 60,867  
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(in thousands)
(Unaudited)
 
 
   
Six Months Ended June 30, 2012
 
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
                               
Net revenues
  $ 39,985     $ 540,568     $ 221,532     $ (46,764 )   $ 755,321  
Cost of sales
    42,705       343,030       160,954       (46,303 )     500,386  
     Gross profit
    (2,720 )     197,538       60,578       (461 )     254,935  
Loss on sale or acquisition of assets
          (1,714 )                 (1,714 )
Ineffectiveness on oil and gas derivative contract
          7,730                   7,730  
Selling, general and administrative expenses
    (22,930 )     (18,796 )     (9,091 )     550       (50,267 )
Income (loss) from operations
    (25,650 )     184,758       51,487       89       210,684  
  Equity in earnings of investments
    157,696       6,295       6,155       (163,991 )     6,155  
  Net interest expense and other
    (40,144 )     (14,284 )     (4,692 )           (59,120 )
Income (loss) before income taxes
    91,902       176,769       52,950       (163,902 )     157,719  
  Provision (benefit) for income taxes
    (18,428 )     59,023       5,127       31       45,753  
Net income (loss) applicable to Helix
    110,330       117,746       47,823       (163,933 )     111,966  
  Less: net income applicable to noncontrolling interests
                      (1,578 )     (1,578 )
  Preferred stock dividends
    (20 )                       (20 )
Net income (loss) applicable to Helix common shareholders
  $ 110,310     $ 117,746     $ 47,823     $ (165,511 )   $ 110,368  
                                         
Total comprehensive income (loss) applicable to Helix common shareholders
  $ 109,985     $ 116,950     $ 49,138     $ (165,513 )   $ 110,560  
 
   
Six Months Ended June 30, 2011
 
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
                               
Net revenues
  $ 36,127     $ 489,897     $ 150,802     $ (46,900 )   $ 629,926  
Cost of sales
    31,716       339,128       128,008       (46,200 )     452,652  
     Gross profit
    4,411       150,769       22,794       (700 )     177,274  
Loss on sale or acquisition of assets
    (6 )                       (6 )
Selling, general and administrative expenses
    (20,760 )     (19,951 )     (8,812 )     784       (48,739 )
Income (loss) from operations
    (16,355 )     130,818       13,982       84       128,529  
  Equity in earnings of investments
    107,036       (1,468 )     11,537       (105,568 )     11,537  
  Net interest expense and other
    (35,527 )     (10,599 )     525             (45,601 )
Income (loss) before income taxes
    55,154       118,751       26,044       (105,484 )     94,465  
  Provision (benefit) for income taxes
    (11,963 )     42,060       (4,404 )     28       25,721  
Net income (loss) applicable to Helix
    67,117       76,691       30,448       (105,512 )     68,744  
  Less:net income applicable to noncontrolling interests
                      (1,554 )     (1,554 )
  Preferred stock dividends
    (20 )                       (20 )
Net income (loss) applicable to Helix common shareholders
  $ 67,097     $ 76,691     $ 30,448     $ (107,066 )   $ 67,170  
                                         
Total comprehensive income (loss) applicable to Helix common shareholders
  $ 67,559     $ 86,633     $ 31,157     $ (107,077 )   $ 78,272  
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
 
 
 
Six Months Ended June 30, 2012
 
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
Cash flow from operating activities:
                             
   Net income (loss), including noncontrolling interests
$
110,330
 
$
117,746
 
 
$
47,823
 
 
$
(163,933
)
 
$
111,966
 
   Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
                             
     Equity in earnings of affiliates
 
(157,696
)
 
(6,295
)
 
   
163,991
   
 
     Other adjustments
 
(23,636
)
 
146,623
   
(11,702
)
 
(2,231
)
 
109,054
 
       Net cash provided by (used in) operating activities
 
(71,002
)
 
258,074
   
36,121
   
(2,173
)
 
221,020
 
                               
Cash flows from investing activities:
                             
   Capital expenditures
 
(1,635
)
 
(131,879
)
 
(16,593
)
 
   
(150,107
)
   Distributions from equity investments, net
 
   
   
2,045
   
   
2,045
 
   Decreases in restricted cash
 
   
2,660
   
   
   
2,660
 
       Net cash used in investing activities
 
(1,635
)
 
(129,219
)
 
(14,548
)
 
   
(145,402
)
                               
Cash flows from financing activities:
                             
   Borrowings of debt
 
400,000
   
   
   
   
400,000
 
   Repayments of debt
 
(356,195
)
 
   
(2,409
)
 
   
(358,604
)
   Deferred financing costs
 
(6,485
)
 
   
   
   
(6,485
)
   Repurchases of common stock
 
(7,510
)
 
   
   
   
(7,510
)
   Excess tax benefit from stock-based compensation
 
(657
)
 
   
   
   
(657
)
   Exercise of stock options, net
 
372
   
   
   
   
372
 
   Intercompany financing
 
131,741
   
(128,514
)
 
(5,400
)
 
2,173
   
 
       Net cash provided by (used in) financing activities
 
161,266
   
(128,514
)
 
(7,809
)
 
2,173
   
27,116
 
Effect of exchange rate changes on cash and cash equivalents
 
   
   
304
   
   
304
 
Net increase in cash and cash equivalents
 
88,629
   
341
   
14,068
   
   
103,038
 
Cash and cash equivalents:
                             
   Balance, beginning of year
 
495,484
   
2,434
   
48,547
   
   
546,465
 
   Balance, end of year
$
584,113
 
$
2,775
 
$
62,615
 
$
 
$
649,503
 
 
 
HELIX ENERGY SOLUTIONS GROUP, INC.
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
 
 
Six Months Ended June 30, 2011
 
   
Helix
   
Guarantors
   
Non-Guarantors
   
Consolidating Entries
   
Consolidated
 
Cash flow from operating activities:
                             
   Net income (loss), including noncontrolling interests
$
67,117
 
$
76,691
 
 
$
30,448
 
 
$
(105,512
)
 
$
68,744
 
   Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
                             
     Equity in earnings of affiliates
 
(107,036
)
 
1,468
   
   
105,568
   
 
     Other adjustments
 
21,261
   
180,193
   
(14,149
)
 
(5,476
)
 
181,829
 
       Net cash provided by (used in) operating activities
 
(18,658
)
 
258,352
   
16,299
   
(5,420
)
 
250,573
 
                               
Cash flows from investing activities:
                             
   Capital expenditures
 
(15,699
)
 
(76,331
)
 
(14,092
)
 
   
(106,122
)
   Distributions from equity investments, net
 
   
   
(1,106
)
 
   
(1,106
)
   Proceeds from sale of Cal Dive common stock
 
3,588
   
 
   
 
   
 
   
3,588
 
   Decreases in restricted cash
 
   
863
   
   
   
863
 
       Net cash used in investing activities
 
(12,111
)
 
(75,468
)
 
(15,198
)
 
   
(102,777
)
                               
Cash flows from financing activities:
                             
   Repayments of debt
 
(111,191
)
 
   
(2,294
)
 
   
(113,485
)
   Deferred financing costs
 
(9,014
)
 
   
   
   
(9,014
)
   Repurchases of common stock
 
(1,012
)
 
   
   
   
(1,012
)
   Excess tax benefit from stock-based compensation
 
(1,196
)
 
   
   
   
(1,196
)
   Exercise of stock options, net and other
 
1,652
   
   
(1,213
)
 
   
439
 
   Intercompany financing
 
162,868
   
(183,765
)
 
15,477
   
5,420
   
 
       Net cash provided by (used in) financing activities
 
42,107
   
(183,765
)
 
11,970
   
5,420
   
(124,268
)
Effect of exchange rate changes on cash and cash equivalents
 
   
   
(424
)
 
   
(424
)
Net increase (decrease) in cash and cash equivalents
 
11,338
   
(881
)
 
12,647
   
   
23,104
 
Cash and cash equivalents:
                             
   Balance, beginning of year
 
376,434
   
3,294
   
11,357
   
   
391,085
 
   Balance, end of year
$
387,772
 
$
2,413
 
$
24,004
 
$
 
$
414,189
 
 
 
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS
 
        This Quarterly Report on Form 10-Q contains various statements that contain forward-looking information regarding Helix Energy Solutions Group, Inc. and represent our expectations and beliefs concerning future events.  This forward-looking information is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995 as set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  All statements, included herein or incorporated herein by reference, that are predictive in nature, that depend upon or refer to future events or conditions, or that use terms and phrases such as “achieve,” “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “project,” “propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,” “continue,” “may,” “potential,” “should,” “could” and similar terms and phrases are forward-looking statements. Included in forward-looking statements are, among other things:    
 
       
 
 
statements regarding our business strategy, including the potential sale of assets and/or other investments in our subsidiaries and facilities, or any other business plans, forecasts or objectives, any or all of which is subject to change;
 
 
statements regarding our anticipated production volumes, results of exploration, exploitation, development, acquisition or operations expenditures, and current or prospective reserve levels with respect to any oil and gas property or well;
 
 
statements related to commodity prices for oil and gas or with respect to the supply of and demand for oil and gas;
 
 
statements relating to our proposed exploration, development and/or production of oil and gas properties, prospects or other interests and any anticipated costs related thereto;
 
 
statements related to environmental risks, exploration and development risks, or drilling and operating risks;
 
 
statements relating to the construction or acquisition of vessels or equipment and any anticipated costs related hereto;
 
 
statements regarding projections of revenues, gross margin, expenses, earnings or losses, working capital or other financial items;
 
 
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 the collectability of our trade receivables;
 
 
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 related to our ability to retain key members of our senior management and key employees;
 
 
statements related to the underlying assumptions related to any projection or forward-looking statement; and
 
 
any other statements that relate to non-historical or future information.
 
Although we believe that the expectations reflected in these forward-looking statements are reasonable and are based on reasonable assumptions, they do involve risks, uncertainties and other factors that could cause actual results to be materially different from those in the forward-looking statements.  These factors include, among other things:
 
 
 
impact of the weak economic conditions and the future impact of such conditions on the oil and gas industry and the demand for our services;
 
 
uncertainties inherent in the development and production of oil and gas and in estimating reserves;
 
 
the geographic concentration of our oil and gas operations;
 
 
the effect of regulations on the offshore Gulf of Mexico oil and gas operations;
 
 
uncertainties regarding our ability to replace depletion;
 
 
unexpected future capital expenditures (including the amount and nature thereof);
  
 
impact of oil and gas price fluctuations and the cyclical nature of the oil and gas industry;
  
 
the effects of indebtedness, which could adversely restrict our ability to operate, could make us
 
 
  
 
 
vulnerable to general adverse economic and industry conditions, could place us at a competitive disadvantage compared to our competitors that have less debt and could have other adverse consequences to us;
  
 
the effectiveness of our hedging activities;
  
 
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 and the terms of any such financing;
  
 
the impact of current and future laws and governmental regulations, including tax and accounting developments;
  
 
the effect of adverse weather conditions and/or other risks associated with marine operations, including exposure of our oil and gas operations to tropical storm activity in the Gulf of Mexico;
 
 
the impact of operational disruptions affecting the Helix Producer I vessel which is crucial to producing oil and natural gas from our Phoenix field;
  
 
the effect of environmental liabilities that are not covered by an effective indemnity or insurance;
  
 
the potential impact of a loss of one or more key employees; and
  
 
the impact of general, market, industry or business conditions.
 
Our actual results could differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those described in Item 1A. “Risk Factors” in our 2011 Form 10-K.  All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these risk factors.  Forward-looking statements are only as of the date they are made, and other than as required under the securities laws, we assume no obligation to update or revise these forward-looking statements or provide reasons why actual results may differ.
 
EXECUTIVE SUMMARY
 
Our Business
 
We are an international offshore energy company that provides specialty services to the offshore energy industry, with a focus on our growing well intervention and robotics businesses.  We also own an oil and gas business that is a prospect generation, exploration, development and production company.  We utilize cash flow generated from our oil and gas production to support expansion of our well intervention and robotics businesses.
 
Our Strategy
 
Over the past few years, we have focused on improving our balance sheet by increasing our liquidity through disposition of non-core business assets and reductions in our planned capital spending.  At June 30, 2012, our cash on hand totaled $649.5 million and our liquidity was $1.1 billion.  Our capital expenditures for full year 2012 are expected to total approximately $635 million, primarily reflecting construction costs associated with our recently announced new semi-submersible well intervention vessel, costs related to the purchase and conversion of the Discoverer 534 drillship into a well intervention vessel, and the exploration and development costs for certain of our oil and gas properties (excluding costs related to our asset retirement obligations). We believe that we have sufficient liquidity to successfully implement our near term business plan without incurring additional indebtedness beyond the existing capacity under the Revolving Credit Facility.
 
Economic Outlook and Industry Influences
 
Demand for our contracting services operations is primarily influenced by the condition of the oil and gas industry, and in particular, the willingness of oil and gas companies to make capital expenditures for offshore exploration, drilling and production operations.  Generally, spending for our contracting services fluctuates directly with the direction of oil and natural gas prices.  However, some of our contracting services, more specifically our subsea construction services, will often lag drilling operations by a period of 6 to 18 months, meaning that even if there were a sudden increase in deepwater permitting and subsequent drilling in the Gulf of Mexico, it probably would still be some time before we would start securing any awarded projects in this region.  The performance of our oil and gas operations is also largely dependent on the prevailing market prices for oil and natural gas, which are impacted by global economic conditions,
 
 
hydrocarbon production and capacity, geopolitical issues, weather, and several other factors, including but not limited to:
 
 
 
worldwide economic activity, including available access to global capital and equity markets;
 
 
demand for oil and natural gas, especially in the United States, Europe, China and India;
 
 
economic and political conditions in the Middle East and other oil-producing regions;
 
 
the effect of regulations on offshore Gulf of Mexico oil and gas operations;
 
 
actions taken by OPEC;
 
 
the availability and discovery rate of new oil and natural gas reserves in offshore areas;
 
 
the cost of offshore exploration for and production and transportation of oil and gas;
 
 
the ability of oil and natural gas companies to generate funds or otherwise obtain external capital for exploration, development and production operations;
 
 
the sale and expiration dates of offshore leases in the United States and overseas;
 
 
technological advances affecting energy exploration production transportation and consumption;
 
 
weather conditions;
 
 
environmental and other governmental regulations; and
 
 
tax policies.
 
During the second quarter of 2012, oil prices decreased rather significantly from levels realized in the previous three months.  The average NYMEX West Texas Intermediate (“WTI”) crude oil price was $93.49 per barrel in the second quarter of 2012 compared to $102.93 per barrel in the first quarter of 2012 and $94.06 per barrel in the fourth quarter of 2011.  In 2011, the price that we received for the majority of our crude oil sales volumes started to increase significantly over the WTI market price.  Historically the price we receive for most of our crude oil, as priced using a number of Gulf Coast crude oil price indexes, closely correlated with current market prices of WTI crude oil; however, because of a substantial increase in crude oil inventories at Cushing, Oklahoma the price of Gulf Coast crude has been substantially higher than WTI.  Currently the price we receive for our crude oil more closely correlates with the Brent crude oil price in the North Sea. The premium we received for our oil sales was anywhere from $8 - $27 per barrel greater than the given WTI price during the past twelve months and was approximately $11 per barrel in the first half of 2012.  We do not know how long the price variance of our crude oil and WTI will continue but most analysts believe this premium will continue at least through 2012.
 
Although the market environment for natural gas improved in the second quarter of 2012, in general natural gas prices remain weak, reflecting the unusually mild conditions during the past winter season over the majority of the U.S. and the continued increase in supply of natural gas derived primarily from non-traditional sources of natural gas such as production from shale formations and tight sands located throughout the U.S.  A combination of these factors has decreased the NYMEX Henry Hub price of natural gas to $2.00 per Mcf at March 31, 2012, reflecting the lowest prices for natural gas in approximately 10 years.  At June 30, 2012, the NYMEX Henry Hub price of natural gas was $2.74 per Mcf.
 
Over the past three months, there has been considerable concern regarding an overall deterioration of the global economy.  The debt crisis and economic conditions in Europe are affecting the global equity and commodity markets as well as effectively hampering normal business activities.  Although China is still reporting economic growth, the level of such growth is slowing.  In the U.S., there is a consensus amongst most economists that the slow recovery will continue over at least the remainder of 2012.  The oil and natural gas industry has been adversely affected by the uncertainty of the general timing and level of the economic recovery as well the uncertainties concerning increased government regulation of the industry in the United States.  Over the longer-term, the fundamentals for our business remain generally favorable as the need for the continual replenishment of oil and gas production is the primary driver of demand for our services.
 
Helix Fast Response System
 
We developed the Helix Fast Response System (“HFRS”) as a culmination of our experience as a responder in the Macondo oil spill response and containment efforts.  The HFRS centers on two vessels, the HP I and the Q4000, both of which played a key role in the Macondo oil spill response and containment efforts and are presently operating in the Gulf of Mexico.  In 2011, we signed an agreement with Clean Gulf Associates ("CGA"), a non-profit industry group, allowing, in exchange for a retainer fee, the HFRS to be named as a response resource in permit applications to federal and state agencies and making the HFRS available for a two-year term to certain CGA participants who have executed utilization agreements with us.  In addition to the agreement with CGA, we currently have signed separate utilization agreements with 24
 
 
CGA participant member companies specifying the day rates to be charged should the HFRS solution be deployed in connection with a well control incident.  The retainer fee associated with HFRS was effective April 1, 2011 and is a component of our Production Facilities business segment.
 
RESULTS OF OPERATIONS
 
Our operations are conducted through two lines of business: contracting services and oil and gas. We have disaggregated our contracting services operations into two continuing reportable segments Contracting Services and Production Facilities.  Our third business segment is Oil and Gas.
 
All material intercompany transactions between the segments have been eliminated in our consolidated financial statements, including our consolidated results of operations.
 
Contracting Services Operations
 
We seek to provide services and methodologies that we believe are critical to developing offshore reservoirs and maximizing production economics.  The Contracting Services segment includes well operations, robotics and subsea construction services.  Our Contracting Services business operates primarily in the Gulf of Mexico, North Sea, Asia Pacific and West Africa regions, with services that cover the lifecycle of an offshore oil or gas field.  As of June 30, 2012, our Contracting Services had backlog of approximately $721.0 million, including $338.5 million expected to be performed over the remainder of 2012.  Our Production Facilities segment reflects the results associated with the operations of the HP I as well as our equity investments in two Gulf of Mexico production facilities (Note 6).  Backlog for the HP I totaled approximately $32.8 million at June 30, 2012, including $16.7 million expected to be serviced over the remainder of 2012. At December 31, 2011, our combined backlog for both Contracting Services and the HP I totaled $539.7 million, including $505.1 million for 2012. These backlog contracts are cancelable without penalty in many cases.  Backlog is not a reliable indicator of total annual revenue for our Contracting Services businesses as contracts may be added, cancelled and in many cases modified while in progress.
 
Oil and Gas Operations
 
We began our oil and gas operations to achieve incremental returns, to expand off-season utilization of our Contracting Services assets, and to provide a more efficient solution to offshore abandonment.  We have evolved this business model to include not only mature oil and gas properties but also proved and unproved reserves yet to be developed and explored.  By owning oil and gas reservoirs and prospects, we are able to utilize the services we otherwise provide to third parties to create value at key points in the life of our own reservoirs including during the exploration and development stages, the field management stage, and the abandonment stage.  It is also a feature of our business model to opportunistically monetize part of the created reservoir value, through sales of working interests, in order to help fund field development and reduce gross profit deferrals from our Contracting Services operations.  Therefore the reservoir value we create is realized through oil and gas production and/or monetization of working interest stakes.
 
Non-GAAP Financial Measures
 
A non-GAAP financial measure is generally defined by the SEC as one that purports to measure historical or future performance, financial position, or cash flows, but excludes amounts that would not be so adjusted in the most comparable measures under generally accepted accounting principles (“GAAP”).  We measure our operating performance based on EBITDAX, a non-GAAP financial measure, that is commonly used in the oil and natural gas industry but is not a recognized accounting term under GAAP.  We use EBITDAX to monitor and facilitate the internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required under our debt covenants.  We believe our measure of EBITDAX provides useful information to the public regarding our ability to service debt and fund capital expenditures and may help our investors understand our operating performance and compare our results to other companies that have different financing, capital and tax structures.
 
 
We define EBITDAX as income (loss) from continuing operations plus income taxes, net interest expense and other, depreciation, depletion and amortization expense and exploration expenses.  We separately disclose our non-cash asset impairment charges, which, if not material, would be reflected as a component of our depreciation, depletion and amortization expense.
 
In our reconciliation of income, including noncontrolling interests, we provide amounts as reflected in our accompanying condensed consolidated financial statements unless otherwise footnoted.  This means that such amounts are recorded at 100% even if we do not own 100% of all of our subsidiaries.  Accordingly, to arrive at our measure of Adjusted EBITDAX, when applicable, we deduct the noncontrolling interests related to the adjustment components of EBITDAX, the gain or loss on the sale of assets, unrealized gains (losses) associated with our oil and gas commodity contracts.
 
Other companies may calculate their measures of EBITDAX and Adjusted EBITDAX differently than we do, which may limit its usefulness as a comparative measure.  Because EBITDAX is not a financial measure calculated in accordance with GAAP, it should not be considered in isolation or as a substitute for net income attributable to common shareholders, but used as a supplement to that GAAP financial measure.  A reconciliation of our net income, including noncontrolling interests to EBITDAX and Adjusted EBITDAX is as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(in thousands)
 
                         
Net income, including noncontrolling interests
  $ 45,440     $ 42,109     $ 111,966     $ 68,744  
Adjustments:
                               
Income tax provision
    18,476       16,171       45,753       25,721  
Net interest expense and other
    20,319       24,025       41,993       45,601  
Loss on extinguishment of long term debt
   
     
      17,127      
 
Depreciation and amortization
    62,468       75,027       134,960       167,170  
Asset impairment charges
    14,590       11,573       14,590       11,573  
Exploration expenses
    1,092       7,939       1,846       8,285  
EBITDAX
    162,385       176,844       368,235       327,094  
Adjustments:
                               
Noncontrolling interest Kommandor LLC
    (1,026 )     (1,026 )     (2,052 )     (2,041 )
Unrealized gain on oil and gas commodity contracts
    (10,069 )    
      (7,730 )    
 
Loss on sales of assets
    236       22       1,714       6  
ADJUSTED EBITDAX
  $ 151,526     $ 175,840     $ 360,167     $ 325,059  
 
 
Comparison of Three Months Ended June 30, 2012 and 2011
 
The following table details various financial and operational highlights for the periods presented:
 
                   
   
Three Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
Revenues (in thousands)
                 
Contracting Services
  $ 209,557     $ 171,353     $ 38,204  
Production Facilities
    19,963       20,545       (582 )
Oil and Gas
    149,933       172,458       (22,525 )
Intercompany elimination
    (32,059 )     (26,037 )     (6,022 )
    $ 347,394     $ 338,319     $ 9,075  
                         
Gross profit (in thousands)
                       
Contracting Services
  $ 26,338     $ 38,049     $ (11,711 )
Production Facilities
    10,017       12,070       (2,053 )
Oil and Gas
    57,510       50,858       6,652  
Corporate
    (738 )     (760 )     22  
Intercompany elimination
    98       (19 )     117  
    $ 93,225     $ 100,198     $ (6,973 )
                         
Gross Margin
                       
Contracting Services
    13 %     22 %        
Production Facilities
    50 %     59 %        
Oil and Gas
    38 %     29 %        
Total company
    27 %     30 %        
                         
Number of vessels (1) / Utilization (2)
                       
Contracting Services:
                       
Construction vessels
    9/84 %     8/71 %        
Well operations
    3/67 %     3/89 %        
ROVs
    51/65 %     46/54 %        
 
(1)  
Represents number of vessels 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)  
Average vessel utilization rate is calculated by dividing the total number of days the vessels in this category generated revenues by the total number of calendar days in the applicable period.
 
Intercompany segment revenues during the three-month periods ended June 30, 2012 and 2011 were as follows (in thousands):
 
   
Three Months Ended
       
   
March 31,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
                   
Contracting Services
  $ 20,538     $ 14,295     $ 6,243  
Production Facilities
    11,521       11,742       (221 )
    $ 32,059     $ 26,037     $ 6,022  
 
 
Intercompany segment profit during the three-month periods ended June 30, 2012 and 2011 was as follows (in thousands):
 
   
Three Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
                   
Contracting Services
  $ (55 )   $ 63     $ (118 )
Production Facilities
    (43 )     (44 )     1  
    $ (98 )   $ 19     $ (117 )
 
The following table details various financial and operational highlights related to our Oil and Gas segment for the periods presented:
 
   
Three Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
Oil and Gas information
                 
   Oil production volume (MBbls)                                                                           
    1,232       1,430       (198 )
   Oil sales revenue (in thousands)                                                                           
  $ 132,425     $ 145,074     $ (12,649 )
   Average oil sales price per Bbl (excluding hedges)
  $ 106.95     $ 111.23     $ (4.28 )
   Average realized oil price per Bbl (including hedges)
  $ 107.51     $ 101.43     $ 6.08  
  Increase (decrease) in oil sales revenue due to:
                       
       Change in prices (in thousands)                                                                           
  $ 8,701                  
       Change in production volume (in thousands)
    (21,350 )                
   Total decrease in oil sales revenue (in thousands)
  $ (12,649 )                
                         
   Gas production volume (MMcf)                                                                           
    2,735       4,075       (1,340 )
   Gas sales revenue (in thousands)                                                                           
  $ 15,762     $ 25,121     $ (9,359 )
   Average gas sales price per mcf (excluding hedges)
  $ 3.49     $ 5.63     $ (2.14 )
   Average realized gas price per mcf (including hedges)
  $ 5.76     $ 6.17     $ (0.41 )
   Decrease in gas sales revenue due to:
                       
       Change in prices (in thousands)                                                                           
  $ (1,641 )                
       Change in production volume (in thousands)
    (7,718 )                
   Total decrease in gas sales revenue (in thousands)
  $ (9,359 )                
                         
   Total production (MBOE)                                                                           
    1,687       2,109       (422 )
   Price per BOE                                                                           
  $ 87.82     $ 80.68     $ 7.14  
                         
Oil and Gas revenue information (in thousands)
                       
   Oil and gas sales revenue                                                                           
  $ 148,186     $ 170,195     $ (22,009 )
   Other revenues (1)                                                                           
    1,747       2,263       (516 )
    $ 149,933     $ 172,458     $ (22,525 )
                         
(1)  
Other revenues include fees earned under our process handling agreements.
 
 Presenting the expenses of our Oil and Gas segment on a cost per barrel of production basis normalizes for the impact of production gains/losses and provides a measure of expense control efficiencies.  The following table highlights certain relevant expense items in total (in thousands) and on a cost per barrel of production basis (natural gas converted to barrel of oil equivalent at a ratio of six Mcf of natural gas to each barrel of oil):
 
 
   
Three Months Ended June 30,
 
   
2012
   
2011
 
   
Total
   
Per barrel
   
Total
   
Per barrel
 
Oil and gas operating expenses (1):
                       
   Direct operating expenses (2) 
  $ 27,311     $ 16.19     $ 29,390     $ 13.94  
   Workover
    6,150       3.65       2,236       1.06  
   Transportation
    1,976       1.17       1,391       0.66  
   Repairs and maintenance
    2,114       1.25       2,980       1.41  
   Overhead and company labor
    2,943       1.74       3,296       1.56  
       
  $ 40,494     $ 24.00     $ 39,293     $ 18.63  
                                 
Depletion expense
  $ 36,315     $ 21.52     $ 48,526     $ 23.00  
Abandonment
    11,019       6.53       11,375       5.39  
Accretion expense
    3,415       2.02       3,844       1.82  
Net hurricane (reimbursements) costs
    88       0.05       (950 )     (0.45 )
Impairment
 
   
      11,573       5.49  
      50,837       30.12       74,368       35.25  
       Total
  $ 91,331     $ 54.12     $ 113,661     $ 53.88  
 
(1)  
Excludes exploration expense of $1.1 million and $7.9 million for the three-month periods ended June 30, 2012 and 2011, respectively.  Exploration expense is not a component of lease operating expense.
 
(2)  
Includes production taxes.
 
Revenues.  Our Contracting Services revenues increased by 22% for the three-month period ended June 30, 2012 as compared to the same period in 2011.  The increase reflects significantly higher utilization for our subsea construction vessels, with the Express being deployed on a project located offshore Israel and the continued deployment of the Caesar on an accommodation project offshore Mexico.  The Intrepid was idle for most of the second quarter of 2012 as further discussed in “Gross Profit” below.  Our robotics revenues increased reflecting the increased number of assets for that business as well as higher utilization of our chartered vessels and owned ROVs.  We had decreased revenues associated with our well operations activities primarily reflecting the extended downtime associated with the planned regulatory dry docking of both the Q4000 and the Seawell. The Well Enhancer is expected to go into dry dock in the third quarter of 2012.
 
Oil and Gas revenues decreased 13% during the three-month period ended June 30, 2012 as compared to the same period in 2011, reflecting a 20% reduction in production volumes.  The decline in production volumes was impacted by weather-related downtime for certain of our producing fields in June 2012, normal oil production declines, and decreased natural gas production reflecting the disposition of certain natural gas fields subsequent to June 30, 2011.  For the month of July (through July 22, 2012) our production rate approximated 17.5 MBOE/d as compared to an approximate average of 18.5 MBOE/d in the second quarter of 2012.
 
Our Production Facilities revenues decreased by 3% for the three-month period ended June 30, 2012 as compared to the same period in 2011.  The HP I is currently being utilized in the Phoenix field, where it is expected to remain until the field becomes uneconomic.
 
Gross Profit.  Gross profit associated with Contracting Services decreased by approximately 31% in the second quarter of 2012 as compared to the same period last year.  As our subsea construction vessel, the Intrepid, did not have any work contracted for the immediately foreseeable future, we deferred the vessel’s scheduled regulatory dry dock and are currently preparing the vessel to be placed in cold-stack mode for at least the remainder of 2012.  This decision resulted in the conclusion that the vessel was impaired at June 30, 2012.  Accordingly, we recorded a $14.6 million impairment charge to reduce the carrying cost of the Intrepid to its estimated fair value.  Excluding that impairment charge, our Contracting Services gross profit increased 8%, reflecting higher utilization of our construction vessels and ROVs.  Furthermore, gross profit was negatively impacted in the second quarter of 2012 due to the extended regulatory dry docking and the associated out of service days for both the Q4000 and the Seawell.  We anticipate high utilization for all of our vessels for the remainder of 2012 with the exception of the planned regulatory dry dock of the Well Enhancer in the third quarter and the Intrepid being in cold-stack mode.
 
 
Oil and Gas gross profit increased by 13% in the second quarter of 2012 as compared to the same period in 2011, which was partially attributable to lower asset retirement obligation cost overruns.  Additionally, there were no oil and gas property impairments for the three-month period ended June 30, 2012 while such impairments totaled $11.6 million for the three-month period ended June 30, 2011.  Absent the effect of the aforementioned 2011 charges, oil and gas gross profit decreased by approximately 13%, primarily reflecting lower production volumes offset in part by higher oil price realizations.
 
Ineffectiveness on Oil and Gas Commodity Derivative Contracts.  The $10.1 million gain on oil and gas commodity derivative contracts reflects the amount of unrealized ineffectiveness associated with our oil derivative contracts that were designated as hedging contracts.
 
Selling, General and Administrative Expenses.  Our selling, general and administrative expenses were essentially flat in both absolute dollar amounts and as a percentage of total revenues (7%) for the comparable second quarter periods of 2012 and 2011.
 
Equity in Earnings of Investments.  Equity in earnings of investments was $5.7 million in the second quarter of 2012 as compared to $5.9 million in the second quarter of 2011.  This decrease was primarily due to Independence Hub receiving lower fees from major customers of the facility following expiration of a five-year supplemental monthly demand fee in March 2012.  Such decrease in equity in earnings of investments was partially offset by a $3.7 million recovery of previously estimated losses associated with our Australian joint venture when we completed our exit from that joint venture in April 2012.
 
Net Interest Expense.  Our net interest expense totaled $18.6 million for the three-month period ended June 30, 2012 as compared to $25.3 million in the same period last year.  The decrease in interest expense primarily reflects a general reduction of our indebtedness since the second quarter of 2011, including the early extinguishment of approximately $275 million of our Senior Unsecured Notes during the third quarter of 2011 ($75 million) and the first quarter of 2012 ($200 million).  The Senior Unsecured Notes bear a 9.5% interest rate which is greater than the 5.1% weighted average interest rate of our total indebtedness as of June 30, 2012.  Capitalized interest totaled $1.0 million for the three-month period ended June 30, 2012 as compared to $0.3 million for the same period in 2011.  Interest income totaled $0.3 million for the second quarter of 2012 as compared with $0.5 million in the second quarter of 2011.
 
Other Income (Expense), net.  We reported other expense of $1.7 million in second quarter 2012 as compared to other income of $1.3 million in the same prior year period.  The increase in other expense primarily reflects foreign exchange fluctuations in our non U.S. dollar functional currencies.  
 
Provision for Income Taxes.  Income taxes reflected expense of $18.5 million in the second quarter of 2012 as compared to $16.2 million in the same period last year.  The variance primarily reflects increased profitability in the current year period.  The effective tax rate of 28.9% for the second quarter of 2012 was higher than the 27.7% effective tax rate for the second quarter of 2011 as a result of the increased profitability in certain foreign jurisdictions with higher tax rates.
 
 
Comparison of Six Months Ended June 30, 2012 and 2011
 
The following table details various financial and operational highlights for the periods presented:
 
   
Six Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
Revenues (in thousands)
                 
Contracting Services
  $ 454,101     $ 302,890     $ 151,211  
Production Facilities
    39,985       36,115       3,870  
Oil and Gas
    328,018       341,317       (13,299 )
Intercompany elimination
    (66,783 )     (50,396 )     (16,387 )
    $ 755,321     $ 629,926     $ 125,395  
                         
Gross profit (in thousands)
                       
Contracting Services
  $ 92,850     $ 48,561     $ 44,289  
Production Facilities
    20,207       18,206       2,001  
Oil and Gas
    146,346       112,093       34,253  
Corporate
    (1,546 )     (1,657 )     111  
Intercompany elimination
    (2,922 )     71       (2,993 )
    $ 254,935     $ 177,274     $ 77,661  
                         
Gross Margin
                       
Contracting Services
    20 %     16 %        
Production Facilities
    51 %     50 %        
Oil and Gas
    45 %     33 %        
Total company
    34 %     28 %        
                         
Number of vessels (1) / Utilization (2)
                       
Contracting Services:
                       
Construction vessels
    9/89 %     8/61 %        
Well operations
    3/76 %     3/83 %        
ROVs
    51/67 %     46/52 %        
 
(1)  
Represents number of vessels 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)  
Average vessel utilization rate is calculated by dividing the total number of days the vessels in this category generated revenues by the total number of calendar days in the applicable period.
 
Intercompany segment revenues during the six-month periods ended June 30, 2012 and 2011 were as follows (in thousands):
 
   
Six Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
                   
Contracting Services
  $ 43,739     $ 27,164     $ 16,575  
Production Facilities
    23,044       23,232       (188 )
    $ 66,783     $ 50,396     $ 16,387  
 
 
Intercompany segment profit during the six-month periods ended June 30, 2012 and 2011 was as follows (in thousands):
 
   
Six Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
                   
Contracting Services
  $ 3,009     $ 39     $ 2,970  
Production Facilities
    (87 )     (110 )     23  
    $ 2,922     $ (71 )   $ 2,993  
 
The following table details various financial and operational highlights related to our Oil and Gas segment for the periods presented:
 
   
Six Months Ended
       
   
June 30,
   
Increase/
 
   
2012
   
2011
   
(Decrease)
 
Oil and Gas information
                 
   Oil production volume (MBbls)                                                                           
    2,658       2,931       (273 )
   Oil sales revenue (in thousands)                                                                           
  $ 288,169     $ 280,910     $ 7,259  
   Average oil sales price per Bbl (excluding hedges)
  $ 109.45     $ 103.92     $ 5.53  
   Average realized oil price per Bbl (including hedges)
  $ 108.41     $ 95.83     $ 12.58  
  Increase (decrease) in oil sales revenue due to:
                       
       Change in prices (in thousands)                                                                           
  $ 36,881                  
       Change in production volume (in thousands)
    (29,622 )                
   Total increase in oil sales revenue (in thousands)
  $ 7,259                  
                         
   Gas production volume (MMcf)                                                                           
    6,303       9,477       (3,174 )
   Gas sales revenue (in thousands)                                                                           
  $ 36,518     $ 56,282     $ (19,764 )
   Average gas sales price per mcf (excluding hedges)
  $ 4.06     $ 5.35     $ (1.29 )
   Average realized gas price per mcf (including hedges)
  $ 5.79     $ 5.94     $ (0.15 )
   Decrease in gas sales revenue due to:
                       
       Change in prices (in thousands)                                                                           
  $ (1,376 )                
       Change in production volume (in thousands)
    (18,388 )                
   Total decrease in gas sales revenue (in thousands)
  $ (19,764 )                
                         
   Total production (MBOE)                                                                           
    3,709       4,511       (802 )
   Price per BOE                                                                           
  $ 87.55     $ 74.75     $ 12.80  
                         
Oil and Gas revenue information (in thousands)
                       
   Oil and gas sales revenue                                                                           
  $ 324,687     $ 337,192     $ (12,505 )
   Other revenues (1)                                                                           
    3,331       4,125       (794 )
    $ 328,018     $ 341,317     $ (13,299 )
                         
(1)  
Other revenues include fees earned under our process handling agreements.
 
 Presenting the expenses of our Oil and Gas segment on a cost per barrel of production basis normalizes for the impact of production gains/losses and provides a measure of expense control efficiencies. The following table highlights certain relevant expense items in total (in thousands) and on a cost per barrel of production basis (natural gas converted to barrel of oil equivalent at a ratio of six Mcf of natural gas to each barrel of oil):
 
 
   
Six Months Ended June 30,
 
   
2012
   
2011
 
   
Total
   
Per barrel
   
Total
   
Per barrel
 
Oil and gas operating expenses (1):
                       
   Direct operating expenses (2) 
  $ 55,877     $ 15.07     $ 60,050     $ 13.32  
   Workover
    8,231       2.22       4,804       1.06  
   Transportation
    3,833       1.03       3,802       0.84  
   Repairs and maintenance
    3,984       1.08       5,247       1.16  
   Overhead and company labor
    5,984       1.61       6,613       1.47  
       
  $ 77,909     $ 21.01     $ 80,516     $ 17.85  
                                 
Depletion expense
  $ 80,718     $ 21.77     $ 114,239     $ 25.32  
Abandonment
    14,259       3.84       11,533       2.56  
Accretion expense
    6,854       1.85       7,630       1.69  
Net hurricane (reimbursements) costs
    86       0.02       (4,552 )     (1.01 )
Impairment
 
   
      11,573       2.57  
      101,917       27.48       140,423       31.13  
       Total
  $ 179,826     $ 48.49     $ 220,939     $ 48.98  
 
(1)  
Excludes exploration expense of $1.8 million and $8.3 million for the six-month periods ended June 30, 2012 and 2011, respectively.  Exploration expense is not a component of lease operating expense.
 
(2)  
Includes production taxes.
 
Revenues.  Our Contracting Services revenues increased by 50% for the six-month period ended June 30, 2012 as compared to the same period in 2011.  The increase reflects significantly higher utilization for our subsea construction vessels, which benefited from an increase in activity in the Gulf of Mexico in the first quarter of 2012, the continued deployment of the Caesar on an accommodation project in Mexico and the Express working offshore Israel for most of the second quarter of 2012.  Our combined robotics and well operations revenues for the six-month period ended June 30, 2012 increased by 32% over amounts realized in the first half of 2011.  The increase in our robotics revenues reflects the high utilization of our chartered vessels and owned ROVs, the utilization of a number of additional spot market vessels for much of the first half of 2012, and the performance of a number of North Sea trenching projects in early 2012 (which activities are not normally conducted during the first quarter in large part because of seasonal weather patterns).  Our well operations activities reflected increased revenues despite the Q4000 and the Seawell being in dry dock for 70 days and 52 days, respectively, with most of the associated out of service days occurring in the second quarter of 2012.  The Well Enhancer is expected to go into dry dock in the third quarter of 2012.  As noted in the “Comparison of the Three Months Ended June 30, 2012”, the Intrepid was idle for most of the second quarter of 2012 and is being placed in cold-stack mode.
 
Oil and Gas revenues decreased 4% during the six-month period ended June 30, 2012 as compared to the same period in 2011, reflecting lower production volumes offset in part by higher oil prices.  Our production decreased by 18% in the first half of 2012 as compared to the same period in 2011, primarily reflecting much lower natural gas production, normal oil production declines, and the weather-related downtime affecting certain of our fields in June 2012.  The decrease in the production of natural gas primarily reflects the disposition of certain oil and gas properties subsequent to June 30, 2011, most notably eight natural gas producing fields in the Main Pass area in January 2012.
 
Our Production Facilities revenues increased by 11% for the six-month period ended June 30, 2012 as compared to the same period in 2011.  The increase in revenues primarily reflects the quarterly HFRS retainer fee, which commenced on April 1, 2011.
 
Gross Profit.  Gross profit associated with our Contracting Services increased by approximately 91% in the first half of 2012 as compared to the same period last year.  This increase reflects the strong margins achieved on many of our Contracting Services projects as well as the increased number and much higher utilization of our construction vessels and ROVs.  Gross profit was negatively impacted in the first half of 2012 because of the extended regulatory dry docking for the Q4000 and the Seawell, as well as a $14.6 million asset impairment charge recorded following our decision to place the Intrepid in cold-stack mode (Note 14).
 
 
Absent the scheduled dry dock of the Well Enhancer in the third quarter of 2012 and the Intrepid being in cold-stack mode, we expect high utilization for our well operations and robotics vessels for the remainder of 2012.
 
Oil and Gas gross profit increased by approximately 30% during the six-month period ended June 30, 2012 as compared to the same period in 2011, which was primarily attributable to higher oil price realizations offset in part by lower production volumes.  The decrease in our sales volumes was primarily related to lower natural gas production as a result of the disposition of eight of our non-operated properties (see below).  We are also experiencing normal oil production declines at our Phoenix field.
 
Loss on Sale of Assets, Net.  The $1.7 million loss on the disposition of assets in the first half of 2012 primarily reflects the disposition of eight of our non-operated oil and gas properties located in the Main Pass area of the Gulf of Mexico.  We transferred our ownership interests in these natural gas producing properties to our joint interest partner in exchange for them assuming our share ($5.3 million) of the future asset retirement obligations associated with these properties.
 
Ineffectiveness on Oil and Gas Commodity Derivative Contracts.  The $7.7 million gain on oil and gas commodity derivative contracts reflects the amount of unrealized ineffectiveness associated with our oil derivative contracts designated as hedging contracts.
 
Selling, General and Administrative Expenses.  Our selling, general and administrative expenses were essentially flat when comparing the year over year periods.  However, as a percentage of revenues our selling, general and administrative expenses decreased to 6.7% in the first half of 2012 as compared to 7.7% in the first half of 2011.  Our selling, general and administrative expenses in the first half of 2011 included $1.6 million of costs related to the resignation of our Executive Vice President and Chief Operating Officer.
 
Equity in Earnings of Investments.  Equity in earnings of investments decreased by $5.4 million during the six-month period ended June 30, 2012 as compared to the same prior year period.  The decrease was primarily due to Independence Hub receiving lower fees from major customers of the facility following expiration of a five-year supplemental monthly demand fee in March 2012.
 
Net Interest Expense.  Our net interest expense totaled $40.4 million for the six-month period ended June 30, 2012 as compared to $49.5 million in the same period last year.  The decrease in interest expense primarily reflects a general reduction of our indebtedness since the second quarter of 2011, including the early extinguishment of approximately $275 million of our Senior Unsecured Notes during the third quarter of 2011 ($75 million) and the first quarter of 2012 ($200 million).  The Senior Unsecured Notes bear a 9.5% interest rate which is greater than the 5.1% weighted average interest rate of our total indebtedness as of June 30, 2012.  Capitalized interest totaled $1.5 million for the six-month period ended June 30, 2012 as compared to $0.3 million for the same period in 2011.  Interest income totaled $0.9 million for the first half of 2012 as compared with $1.0 million in the first half of 2011.
 
Loss on early extinguishment of long term debt.  The charges of $17.1 million were associated with the early extinguishment of portions of our debt in the first quarter of 2012, including $11.5 million related to our repurchase of $200 million of our Senior Unsecured Notes and $5.6 million related to our repurchase of $142.2 million of our 2025 Notes (Note 7).
 
Other Income (Expense), net.  We reported other expense of $1.6 million in first half of 2012 as compared to other income of $3.9 million in the same prior year period.  The increase in other expense primarily reflects foreign exchange fluctuations in our non U.S. dollar functional currencies.  In the first half of 2012, we recorded gains on our foreign exchange forward contracts totaling $0.2 million compared to gains of $0.6 million in the first half of 2011 (Note 16).  In the first half of 2011, we also sold our remaining 0.5 million shares of Cal Dive common stock for net proceeds of approximately $3.6 million.  Our gain on the sale of these remaining Cal Dive common shares was approximately $0.8 million.
 
Provision for Income Taxes.  Income taxes reflected expense of $45.8 million in the six-month period ended June 30, 2012 as compared to $25.7 million in the same period last year.  The variance primarily reflects increased profitability in the current year period.  The effective tax rate of 29.0% for the first half of 2012 was higher than the 27.2% effective tax rate for the same period in 2011 as a result of the increased profitability in certain foreign jurisdictions with higher tax rates.
 
 
LIQUIDITY AND CAPITAL RESOURCES
 
Overview
 
The following table presents certain information useful in the analysis of our financial condition and liquidity for the periods presented:
 
   
June 30,
 2012
   
December 31, 2011
 
   
(in thousands)
 
             
Net working capital
  $ 656,906     $ 548,066  
Long-term debt (1) 
    1,167,908       1,147,444  
Liquidity (2) 
    1,103,191       1,105,065  
 
(1)  
Long-term debt does not include the current maturities portion of the long-term debt as such amount is included in net working capital.  It is also net of unamortized debt discount on our 2025 Notes and 2032 Notes (Note 7).
 
(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 current letters of credit drawn against the facility.  During the second half of 2012, we anticipate a significant reduction in our liquidity reflecting capital expenditures to expand our well intervention fleet as well as expected cash outlays to pay down our existing debt and to fund other capital expenditures (see “Outlook” below).
 
The carrying amount of our debt, including current maturities, as of June 30, 2012 and December 31, 2011 was as follows:
 
   
June 30,
   
December 31,
 
   
2012
   
2011
 
   
(in thousands)
 
             
Term Loans (mature July 2015) (1) 
  $ 377,000     $ 279,750  
Revolving Credit Facility (matures July 2015) (1) 
    100,000    
 
2025 Notes (mature March 2025) (2) 
    155,348       290,445  
2032 Notes (mature March 2032) (3) 
    165,840    
 
Senior Unsecured Notes (mature January 2016)
    274,960       474,960  
MARAD Debt (matures February 2027)
    107,757       110,166  
  Total
  $ 1,180,905     $ 1,155,321  
                 
(1)  
Represents earliest date debt would mature; see Note 7 for conditions that would extend the maturity date.
 
(2)  
These amounts are net of the unamortized debt discount of $2.5 million and $9.6 million, respectively.  The notes will increase to $157.8 million face amount through accretion of non-cash interest charges through 2012.  Notes may be redeemed by the holders beginning in December 2012 (Note 7).
 
(3)  
This amount is net of the unamortized debt discount of $34.2 million.  The notes will increase to the $200 million face amount through accretion of non-cash interest charges through March 2018, which is the period in which the holders of the notes may first require us to redeem the notes.
 
 
The following table provides summary data from our condensed consolidated statements of cash flows:
 
   
Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
   
(in thousands)
 
Net cash provided by (used in):
           
Operating activities
  $ 221,020     $ 250,573  
Investing activities
  $ (145,402 )   $ (102,777 )
Financing activities
  $ 27,116     $ (124,268 )
 
Our current requirements for cash primarily reflect the need to fund capital expenditures to allow the growth of our current lines of business and to service our existing debt.  We also intend to repay debt with any additional free cash flow from operations and/or cash received from any dispositions of our non-core business assets.  Historically, we have funded our capital program, including acquisitions, with cash flow from operations, borrowings under credit facilities and use of project financing along with other debt and equity alternatives.
 
We remain focused on maintaining a strong balance sheet and adequate liquidity.   We have a reasonable basis for estimating our future cash flow supported by our remaining Contracting Services backlog and the hedged portion of our estimated oil and gas production through 2013.  We believe that internally generated cash flow and available borrowing capacity under our Revolving Credit Facility will be sufficient to fund our operations throughout 2012.  Separately, under certain circumstances or conditions, we may reduce our planned capital spending and seek further additional dispositions of our non-core business assets to the extent satisfactory economic opportunities exist.
 
In accordance with our Credit Agreement, Senior Unsecured Notes, 2025 Notes, 2032 Notes and MARAD debt, we are required to comply with certain covenants and restrictions, including certain financial ratios such as collateral coverage, interest coverage and consolidated indebtedness leverage, as well as the maintenance of minimum net worth, working capital and debt-to-equity requirements.  The Credit Agreement and Senior Unsecured Notes also contain provisions that limit our ability to incur certain types of additional indebtedness.  These provisions effectively prohibit us from incurring any additional secured indebtedness or indebtedness guaranteed by the Company.  The Credit Agreement does permit us to incur certain unsecured indebtedness, and also provides for our subsidiaries to incur project financing indebtedness (such as our MARAD loan) secured by the underlying asset, provided that such indebtedness is not guaranteed by us.  Upon the occurrence of certain dispositions or the issuance or incurrence of certain types of indebtedness, we may be required to prepay a portion of the Term Loan equal to the amount of proceeds received from such occurrences (or at least 60% of the proceeds from the disposition of certain assets).  Such prepayments will be applied first to the Term Loan, and any excess will then be applied to the Term Loan A and the Revolving Credit Facility.  As of June 30, 2012 and December 31, 2011, we were in compliance with all of our debt covenants and restrictions.
 
A prolonged period of weak economic activity may make it difficult to comply with our covenants and other restrictions in agreements governing our debt.  Our ability to comply with these covenants and other restrictions is affected by economic conditions and other events beyond our control.  If we fail to comply with these covenants and other restrictions, such failure could lead to an event of default, the possible acceleration of our repayment of outstanding debt and the exercise of certain remedies by the lenders, including foreclosure on our pledged collateral.
 
Our 2025 Notes and 2032 Notes can be converted prior to stated maturity under certain triggering events specified in the respective indentures governing each series of Convertible Senior Notes.  To the extent we do not have cash on hand or long-term financing secured to cover the conversion, the 2025 Notes and 2032 Notes would be classified as a current liability in the accompanying condensed consolidated balance sheet.  No conversion triggers were met during the first half of 2012.  The holders may redeem the 2025 Notes beginning December 2012 (Note 7 as well as Note 9 of our 2011 Form 10-K).  As the holders have this option, we assessed whether or not this debt was required to be classified as a current liability at June 30, 2012 but concluded this debt still qualified as a long term debt because a) we possess enough borrowing capacity under our Revolving Credit Facility (matures July 2015) to settle the Convertible Senior Notes in full and b) it is our intent to utilize our borrowing capacity under the Revolving Credit Facility or other
 
 
alternative financing proceeds to settle our 2025 Notes, if and when the holders exercise their redemption option.
 
In June 2011, we amended our Credit Agreement to, among other things, extend its maturity to at least July 1, 2015 and increase the availability under our Revolving Credit Facility to $600 million.  In February 2012, we entered into another amendment to our Credit Agreement.  Under terms of this amendment, the lenders provided us with $100 million in additional proceeds under a term loan (Term Loan A).  The terms of the Term Loan A are the same as those governing the Revolving Credit Facility, with the Term Loan A requiring a $5 million annual payment of the principal balance.  The Term Loan A funded in late March 2012 and we used these proceeds and $100 million of borrowings under our Revolving Credit Facility to redeem $200 million of our Senior Unsecured Notes outstanding.  See Note 7 as well as Note 9 of our 2011 Form 10-K for additional information related to our long-term debt, including more information regarding the recent amendments to our Credit Agreement and our requirements and obligations under the debt agreements including our covenants and collateral security.
 
Working Capital
 
Cash flow from operating activities decreased by $29.6 million in the six-month period ended June 30, 2012 as compared to the same period in 2011.  This decrease primarily reflects decreased oil and natural gas production and the effect of some of our vessels being in dry dock in the first half of 2012.  These decreases were partially offset by increased level of Contracting Services activity and the substantially higher oil prices realized in the first half of 2012.
 
Investing Activities
 
Capital expenditures have consisted principally of the purchase or construction of dynamically positioned vessels, strategic acquisitions of select businesses, improvements to existing vessels, acquisition, exploration and development of oil and gas properties and investments in our production facilities.  Significant sources (uses) of cash associated with investing activities for the six-month periods ended June 30, 2012 and 2011 were as follows:
 
   
Six Months Ended
 
   
June 30,
 
   
2012
   
2011
 
   
(in thousands)
 
Capital expenditures:
           
Contracting Services
  $ (115,006 )   $ (30,840 )
Production Facilities
    (773 )     (14,688 )
Oil and Gas
    (34,328 )     (60,594 )
Distributions (investments) from equity investments, net (1)
    2,045       (1,106 )
Proceeds from sale of Cal Dive common stock
   
      3,588  
Decrease in restricted cash
    2,660       863  
Cash used in investing activities
  $ (145,402 )   $ (102,777 )
 
(1)  
Distributions from equity investments are net of undistributed equity earnings from our equity investments.  Gross distributions from our equity investments are detailed in “Equity Investments” below.
 
Capital expenditures associated with our Contracting Services business primarily include payments on our recently announced semi-submersible well intervention vessel and the acquisition and construction of additional ROVs and trenchers related to our robotics business.
 
On July 23, 2012, we entered into a definitive agreement to acquire the Discoverer 534 drillship from a subsidiary of Transocean Ltd. for $85 million.  The transaction is expected to close in August 2012.  We will then convert the drillship into a well intervention vessel in Singapore.  Expected cost for the vessel and subsequent conversion into a well intervention vessel is approximately $180 million, all of which is expected to be incurred in the second half of 2012.  The vessel is expected to join our well intervention fleet in the Gulf of Mexico in the first half of 2013.
 
 
Our oil and gas capital expenditures included costs associated with the exploration activities at our Danny II prospect at Garden Banks Block 506.  We hold a 50% working interest in the Danny II exploration well that was drilled to a total depth of approximately 14,750 feet, in water depths of approximately 2,800 feet.  Based on preliminary data, the well has encountered more than 70 feet of high quality net pay.  The well, expected to be predominately an oil producer, is currently being completed and is expected to be developed via a subsea tie back system to our 70% owned and operated East Cameron Block 381 platform.  First production from Danny II is expected in the fourth quarter of 2012.
 
Restricted Cash
 
As of June 30, 2012 and December 31, 2011, we had $31.1 million and $33.7 million of restricted cash, all of which consisted of funds required to be escrowed to cover the future asset retirement obligations associated with our South Marsh Island Block 130 field.  We have fully satisfied our escrow requirements and may use the restricted cash for future asset retirement costs for this field.  We have used a small portion of these escrowed funds to pay for the initial reclamation activities at the South Marsh Island Block 130 field.  Reclamation activities at the field will occur over many years and will be funded with these escrowed amounts.  These amounts are reflected in other assets, net in the accompanying condensed consolidated balance sheets.
 
Equity Investments
 
We received the following distributions from our equity investments during the six-month periods ended June 30, 2012 and 2011:
 
     
Six Months Ended
 
     
June 30,
 
     
2012
     
2011
 
     
(in thousands)
 
                 
Deepwater Gateway.
 
$
3,400
   
$
3,550
 
Independence Hub
   
4,800
     
9,580
 
            Total                                                                           
 
$
8,200
   
$
13,130
 
 
Outlook
 
We anticipate that capital expenditures for the remainder of 2012 will total between $450 million and $460 million.  These estimates may increase or decrease based on various economic factors and/or existence of additional investment opportunities.   However, we may reduce the level of our planned capital expenditures given any prolonged economic downturn or our inability to execute disposition transactions related to our remaining non-core business assets, most notably all or a portion of our oil and gas business assets.  We believe that internally-generated cash flow, cash from future sales of our non-core business assets, and availability under our existing credit facilities will provide the capital necessary to fund our 2012 initiatives.
 
 
The following table summarizes our contractual cash obligations as of June 30, 2012 and the scheduled years in which the obligations are contractually due (in thousands):
 
     
Total (1)
     
Less Than 1 year
     
1-3 Years
     
3-5 Years
     
More Than 5 Years
 
         
2025 Notes (2) 
 
$
157,830
   
$
   
$
   
$
   
$
157,830
 
2032  Notes (3) 
   
200,000
     
     
     
     
200,000
 
Senior Unsecured Notes
   
274,960
     
     
     
274,960
     
 
Term Loans (4) 
   
377,000
     
8,000
     
16,000
     
353,000
     
 
MARAD debt
   
107,757
     
4,997
     
10,755
     
11,855
     
80,150
 
Revolving Credit Facility (5)
   
100,000
     
     
     
100,000
     
 
Interest related to debt
   
327,253
     
60,000
     
111,937
     
35,978
     
119,338
 
Drilling and development costs
   
87,275
     
87,275
     
     
     
 
Property and equipment (6,7)
   
358,488
     
143,188
     
215,300
     
     
 
Operating leases (8) 
   
345,717
     
55,875
     
116,859
     
121,502
     
51,481
 
Total cash obligations
 
$
2,336,280
   
$
359,335
   
$
470,851
   
$
897,295
   
$
608,799
 
 
(1)  
Excludes unsecured letters of credit outstanding at June 30, 2012 totaling $46.3 million.  These letters of credit primarily guarantee asset retirement obligations as well as various contract bidding, insurance activities and shipyard commitments.
 
(2)  
Contractual maturity in 2025 (2025 Notes can be redeemed by us or we may be required to purchase them beginning in December 2012).  Notes can be converted prior to stated maturity if closing sale price of Helix’s 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 120% of the closing price on that 30th trading day (i.e., $38.57 per share) and under certain triggering events as specified in the indenture governing the 2025 Notes.  Upon the occurrence of a triggering event, to the extent we do not have alternative long-term financing secured to cover the conversion, the 2025 Notes would be classified as a current liability in the accompanying balance sheet.  At June 30, 2012, the conversion trigger was not met.
 
(3)  
Contractual maturity in 2032.  The 2032 Notes have the same triggering mechanisms as noted in the 2025 Notes in (2) above except its issuance price is $25.02 per share and the stock price would have to exceed 130% of its issuance price on that 30th trading day (i.e., $32.53 per share).  At June 30, 2012, the conversion trigger was not met. The first date that the holders of these notes may require us to redeem the notes is in March 2018.  See Note 7 for additional information regarding these 2032 Notes.
 
(4)  
Our Term Loans will mature on July 1, 2015 but may extend to July 1, 2016 (January 1, 2016 with regards to Term Loan A) if our Senior Unsecured Notes are either refinanced or repaid in full by July 1, 2015 (Note 7).
 
(5)  
Our Revolving Credit Facility will mature on July 1, 2015 but may extend to January 1, 2016 if our Senior Unsecured Notes are either refinanced or repaid in full by July 1, 2015 (Note 7).
 
(6)  
Primarily reflects the costs related to construction of our new semi-submersible well intervention vessel (Note 14).
 
(7)  
Amount does not include the approximately $180 million of costs associated with the acquisition and subsequent conversion of the drillship, Discoverer 534, into a well intervention vessel (see “Investing Activities” above).
 
(8)  
Operating leases included facility leases and vessel charter leases.  Vessel charter lease commitments at June 30, 2012 were approximately $335.2 million.
 
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements.  We prepare these financial statements in conformity with accounting principles generally accepted in the United States.  As such, we are required to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the periods presented.  We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances.  These estimates may change as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes.  For additional information regarding our critical accounting policies and estimates, please read our “Critical Accounting Policies and Estimates” as disclosed in our 2011 Form 10-K.
 
Item 3.  Quantitative and Qualitative Disclosure about Market Risk
 
We are currently exposed to market risk in three major areas: interest rates, commodity prices and foreign currency exchange rates.
 
Interest Rate Risk. As of June 30, 2012, $477.0 million of our outstanding debt was subject to floating rates.  The interest rate applicable to our variable rate debt may rise, increasing our interest expense and related cash outlay.  To reduce the impact of this market risk, in January 2010, we entered into two-year cash flow hedging interest rate swaps to stabilize cash flows relating to interest payments on $200 million of our Term Loan.  In August 2011, we entered into additional interest rate swap contracts to fix the interest rate on $200 million of our Term Loan.  These swap contracts, which are settled monthly, begin in January 2012 and extend through January 2014.  The impact of market risk is estimated using a hypothetical increase in interest rates by 100 basis points for our variable rate long-term debt that is not hedged.  Based on this hypothetical assumption, we would have incurred an additional $0.9 million in interest expense for the first six months of 2012.
 
Our financial instruments that are potentially sensitive to changes in interest rates also include our Term Loans, 2025 Notes, 2032 Notes, Senior Unsecured Notes and MARAD Debt.  The following table reflects the fair value of these debt instruments as compared to their respective carrying value as of June 30, 2012 (in thousands):
 
   
Fair Value
   
Carrying Value
   
               
Term Loans (mature July 2015) (a) 
  $ 376,630     $ 377,000    
2025 Notes (mature March 2025) (a) 
    158,824       157,830  
 (b)
2032 Notes (mature March 2032) (a) 
    207,500       200,000  
 (c)
Senior Unsecured Notes (mature January 2016) (a) 
    290,083       274,960    
MARAD Debt (matures February 2027) (d) 
    123,382       107,757    
  Total
  $ 1,156,419     $ 1,117,547    
 
a.  
The fair values of these instruments were based on quoted market prices as of June 30, 2012.
b.  
Amount excludes the related unamortized debt discount of $2.5 million.
c.  
Amount excludes the related unamortized debt discount of $34.2 million.
d.  
The fair value of the MARAD debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the MARAD indebtedness as compared to other governmental obligations in the marketplace with similar terms.
 
 
Commodity Price Risk.  As of June 30, 2012, we had the following volumes under derivative contracts related to our oil and gas producing activities totaling approximately 4.3 million barrels of oil and 11.6 Bcf of natural gas:
 
Production Period
 
 
Instrument Type
 
 
Average
Monthly Volumes
 
Weighted Average
Price (a)
Crude Oil:
         
(per barrel)
July 2012 — December 2012
 
Collar
 
     75.0 MBbl
 
    $  96.67 — $118.57 (b)
July 2012 — December 2012
 
Collar
 
     99.1 MBbl
 
$  99.67 — $118.42
July 2012 — December 2012
 
Swap
 
     96.6 MBbl
 
$92.52
January 2013 — December 2013
 
Swap
 
     88.9 MBbl
 
$95.28
January 2013 — December 2013
 
Collar
 
   133.3 MBbl
 
$  98.44 — $115.85
             
Natural Gas:
         
(per Mcf)
July 2012 — December 2012
 
Swap
 
    777.5 Mmcf
 
$4.29
July 2012 — December 2012
 
Collar
 
    156.7 Mmcf
 
$4.75 — $5.09
January 2013 — December 2013
 
Swap
 
    500.0 Mmcf
 
$4.09
 
a.  
The prices quoted in the table above are NYMEX Henry Hub for natural gas.  Most of our oil contracts are indexed to the Brent crude oil price.
b.  
This contract is priced using NYMEX West Texas Intermediate for crude oil.
 
Changes in NYMEX oil and gas and Brent crude oil strip prices would, assuming all other things being equal, cause the fair value of these instruments to increase or decrease inversely to the change in NYMEX or Brent prices, respectively.
 
Foreign Currency Exchange Rate Risk.  Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar (primarily with respect to our U.K. and Australian operations).  As such, our earnings are subject to movements in foreign currency exchange rates when transactions are denominated in a) currencies other than the U.S. dollar, which is our functional currency or b) the functional currency of our subsidiaries, which is not necessarily the U.S. dollar.  In order to mitigate the effects of exchange rate risks in areas outside the U.S., we generally pay a portion of our expenses in local currencies and a substantial portion of our contracts provide for collections from customers in U.S. dollars.  During the first six months of 2012, we recognized foreign exchange loss of $1.8 million in “Other income (expense), net” in the condensed consolidated statements of income and comprehensive income.  We also entered into various foreign currency forward purchase contracts to stabilize expected cash outflows relating to certain vessel charters denominated in British pounds.  The gain resulting from changes in the fair value of our foreign exchange forwards that were not designated for hedge accounting totaled $0.2 million for the six-month period ended June 30, 2012.
 
Item 4.  Controls and Procedures
 
(a)  
Evaluation of disclosure controls and procedures.  Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act) as of the end of the fiscal quarter ended June 30, 2012.  Based on this evaluation, the principal executive officer and the principal financial officer have concluded that our disclosure controls and procedures were effective as of the end of the fiscal quarter ended June 30, 2012 to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.
 
(b)  
Changes in internal control over financial reporting.  There have been no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act, in the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Resulting impacts on internal controls over financial reporting were evaluated and determined not to be significant for the fiscal quarter ended June 30, 2012.
 
 
Part II.  OTHER INFORMATION
 
 
See Part I, Item 1, Note 14 to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.
 
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
 
Issuer Purchases of Equity Securities
 
                     
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 (2)
   
(d) Maximum
number of shares
that may yet be
purchased under
the program (2)
                     
April 1 to April 30, 2012 (1) 
 
61
 
$
16.86
 
   
405,063
May 1 to May 31, 2012 (1) 
 
1,143
   
19.67
 
   
405,063
June 1 to June 30, 2012 (1) 
 
410,203
   
15.82
 
405,063
   
   
411,407
 
$
15.83
 
405,063
     
 
(1)  
Represents shares withheld to satisfy tax obligations arising upon the vesting of restricted shares.
 
(2)  
Represents amounts of restricted shares issued to certain of our employees in 2012 (Note 11). Under the terms of our stock repurchase program, these grants increase the amount of shares available for repurchase.  In June 2012, we repurchased 405,063 shares in open market transactions totaling $6.4 million for an average of $15.82 per share.  For additional information regarding our stock repurchase program, see Note 14 of the 2011 Form 10-K.
 
Item 5.  Other Information
 
On July 23, 2012, we entered into a definitive agreement to acquire the Discoverer 534 drillship from a subsidiary of Transocean Ltd. for $85 million (see Exhibit 10.2 of our Exhibit Index).  The transaction is expected to close in August 2012.  We will then convert the drillship into a well intervention vessel in Singapore.  Expected cost for the vessel and subsequent conversion into a well intervention vessel is approximately $180 million, all of which is expected to be incurred in the second half of 2012.  The vessel is expected to join our well intervention fleet in the Gulf of Mexico in the first half of 2013.
 
Item 6.  Exhibits
 
The exhibits to this report are listed in the Exhibit Index beginning on Page 55 hereof.
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
 
                      
HELIX ENERGY SOLUTIONS GROUP, INC.
(Registrant)
 
Date: July 25, 2012
                       By: 
/s/ Owen Kratz                                       
   
Owen Kratz
President and Chief Executive Officer
(Principal Executive Officer)
  
   
Date: July 25, 2012
                       By: 
/s/ Anthony Tripodo                                                  
 
       
Anthony Tripodo
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
 
 
INDEX TO EXHIBITS
OF
HELIX ENERGY SOLUTIONS GROUP, INC.
 
     
     
3.1
 
2005 Amended and Restated Articles of Incorporation, as amended, of registrant, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by registrant with the Securities and Exchange Commission on March 1, 2006.
3.2
 
Second Amended and Restated By-Laws of Helix, as amended, incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed by the registrant with the Securities and Exchange Commission on September 28, 2006.
4.1
 
Amendment No. 5 to Credit Agreement dated November 11, 2011 by and among Helix Energy Solutions Group, Inc., as borrower, Bank of America, N.A., as administrative agent, and the lenders named thereto, incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by registrant with the Securities and Exchange Commission on March 7, 2012.
4.2
 
Indenture dated as of March 12, 2012 between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee.  Incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by registrant with Securities and Exchange Commission on March 12, 2012.
10.1
 
Construction contract dated as of March 12, 2012 between Helix Energy Solutions Group, Inc. and Jurong Shipyard Pte Ltd., incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the registrant with the Securities and Exchange Commission on March 15, 2012.
10.2
 
The MODU Sale Agreement between Helix Energy Solutions Group, Inc. and Transocean Discoverer 534 LLC dated July 23, 2012. (1)
10.3
 
Amended and Restated 2005 Long-Term Incentive Plan of Helix Energy Solutions Group, Inc. dated May 9, 2012. (1)
10.4
 
Employee Stock Purchase Plan of Helix Energy Solutions Group, Inc. dated May 9, 2012. (1)
15.1
 
Independent Registered Public Accounting Firm’s Acknowledgement Letter(1)
31.1
 
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer (1)
31.2
 
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Anthony Tripodo, Chief Financial Officer (1)
32.1
 
Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes – Oxley Act of 2002 (2)
99.1
 
Report of Independent Registered Public Accounting Firm (1)
101.INS
 
XBRL Instance Document (2)
101.SCH
 
XBRL Schema Document (2)
101.CAL
 
XBRL Calculation Linkbase Document (2)
101.PRE
 
XBRL Presentation Linkbase Document (2)
101.DEF
 
XBRL Definition Linkbase Document (2)
101.LAB
 
XBRL Label Linkbase Document (2)
     
   
(1) Filed herewith
   
(2) Furnished herewith
 
 
55