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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 10-Q
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2020
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
HLX-20200930_G1.JPG
HELIX ENERGY SOLUTIONS GROUP, INC.
(Exact name of registrant as specified in its charter)
Minnesota
95-3409686
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
3505 West Sam Houston Parkway North
Suite 400 
Houston Texas 77043
(Address of principal executive offices)  
 (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) 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock HLX New York Stock Exchange
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 every Interactive Data File required to be submitted 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 such files).  Yes  No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer 
Non-accelerated filer 
Smaller reporting company Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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 October 16, 2020, 150,160,665 shares of common stock were outstanding.




TABLE OF CONTENTS
PART I.   FINANCIAL INFORMATION PAGE
Item 1.   Financial Statements:  
   
3
   
4
   
5
6
7
   
8
   
9
Item 2.  
Item 3.  
Item 4.  
PART II.   OTHER INFORMATION  
Item 1.  
Item 1A.
Item 2.  
Item 6.  
   
2


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
September 30,
2020
December 31,
2019
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 259,334  $ 208,431 
Restricted cash —  54,130 
Accounts receivable, net of allowance for credit losses of $3,172 and $0, respectively
157,834  125,457 
Other current assets 104,117  50,450 
Total current assets 521,285  438,468 
Property and equipment 2,911,362  2,922,274 
Less accumulated depreciation (1,135,352) (1,049,637)
Property and equipment, net 1,776,010  1,872,637 
Operating lease right-of-use assets 162,052  201,118 
Other assets, net 46,127  84,508 
Total assets $ 2,505,474  $ 2,596,731 
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 66,320  $ 69,055 
Accrued liabilities 84,657  62,389 
Current maturities of long-term debt 73,401  99,731 
Current operating lease liabilities 52,160  53,785 
Total current liabilities 276,538  284,960 
Long-term debt 283,545  306,122 
Operating lease liabilities 112,957  151,827 
Deferred tax liabilities 118,411  112,132 
Other non-current liabilities 4,958  38,644 
Total liabilities 796,409  893,685 
Redeemable noncontrolling interests 3,579  3,455 
Shareholders equity:
Common stock, no par, 240,000 shares authorized, 150,136 and 148,888 shares issued, respectively
1,325,520  1,318,961 
Retained earnings 460,478  445,370 
Accumulated other comprehensive loss (80,512) (64,740)
Total shareholders equity
1,705,486  1,699,591 
Total liabilities, redeemable noncontrolling interests and shareholders equity
$ 2,505,474  $ 2,596,731 
The accompanying notes are an integral part of these condensed consolidated financial statements.
3


HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts) 
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Net revenues $ 193,490  $ 212,609  $ 573,658  $ 581,160 
Cost of sales 158,862  157,535  507,444  469,898 
Gross profit 34,628  55,074  66,214  111,262 
Gain on disposition of assets, net 440  —  913  — 
Goodwill impairment —  —  (6,689) — 
Selling, general and administrative expenses (16,053) (16,076) (48,256) (48,923)
Income from operations 19,015  38,998  12,182  62,339 
Equity in losses of investment (11) (13) (33) (82)
Net interest expense (7,598) (1,901) (20,407) (6,204)
Gain (loss) on extinguishment of long-term debt 9,239  —  9,239  (18)
Other income (expense), net 8,824  (2,285) (3,672) (2,430)
Royalty income and other 208  362  2,526  2,897 
Income (loss) before income taxes 29,677  35,161  (165) 56,502 
Income tax provision (benefit) 5,232  3,539  (16,132) 6,739 
Net income 24,445  31,622  15,967  49,763 
Net loss attributable to redeemable noncontrolling interests (54) (73) (2,044) (104)
Net income attributable to common shareholders $ 24,499  $ 31,695  $ 18,011  $ 49,867 
Earnings per share of common stock:
Basic $ 0.16  $ 0.21  $ 0.10  $ 0.33 
Diluted $ 0.16  $ 0.21  $ 0.10  $ 0.33 
Weighted average common shares outstanding:
Basic 149,032  147,575  148,956  147,506 
Diluted 149,951  148,354  149,824  148,086 
The accompanying notes are an integral part of these condensed consolidated financial statements.
4


HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
(in thousands)
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Net income $ 24,445  $ 31,622  $ 15,967  $ 49,763 
Other comprehensive income, net of tax:
Net unrealized loss on hedges arising during the period —  (274) (95) (701)
Reclassifications into earnings —  1,046  452  4,867 
Income taxes on hedges —  (156) (72) (838)
Net change in hedges, net of tax —  616  285  3,328 
Foreign currency translation gain (loss) 19,426  (4,301) (16,057) (4,564)
Other comprehensive income (loss), net of tax 19,426  (3,685) (15,772) (1,236)
Comprehensive income 43,871  27,937  195  48,527 
Less comprehensive income (loss) attributable to redeemable noncontrolling interests:
Net loss (54) (73) (2,044) (104)
Foreign currency translation gain (loss) 133  (78) (115) (78)
Comprehensive gain (loss) attributable to redeemable noncontrolling interests 79  (151) (2,159) (182)
Comprehensive income attributable to common shareholders $ 43,792  $ 28,088  $ 2,354  $ 48,709 
The accompanying notes are an integral part of these condensed consolidated financial statements.
5


HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Common Stock Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Redeemable
Noncontrolling
Interests
Shares Amount
Balance, June 30, 2020 150,040  $ 1,318,531  $ 436,107  $ (99,938) $ 1,654,700  $ 3,372 
Net income (loss) —  —  24,499  —  24,499  (54)
Foreign currency translation adjustments —  —  —  19,426  19,426  133 
Accretion of redeemable noncontrolling interests —  —  (128) —  (128) 128 
Equity component of convertible senior notes —  33,336  —  —  33,336  — 
Re-acquisition of equity component of convertible senior notes —  (18,006) —  —  (18,006) — 
Capped call transactions —  (10,625) —  —  (10,625) — 
Activity in company stock plans, net and other 96  193  —  —  193  — 
Share-based compensation —  2,091  —  —  2,091  — 
Balance, September 30, 2020 150,136  $ 1,325,520  $ 460,478  $ (80,512) $ 1,705,486  $ 3,579 
Common Stock Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Redeemable
Noncontrolling
Interests
Shares Amount
Balance, June 30, 2019 148,759  $ 1,314,163  $ 405,748  $ (71,515) $ 1,648,396  $ 3,383 
Net income (loss) —  —  31,695  —  31,695  (73)
Foreign currency translation adjustments —  —  —  (4,301) (4,301) (78)
Unrealized gain on hedges, net of tax —  —  —  616  616  — 
Accretion of redeemable noncontrolling interests —  —  (25) —  (25) 25 
Activity in company stock plans, net and other 43  214  —  —  214  — 
Share-based compensation —  2,428  —  —  2,428  — 
Balance, September 30, 2019 148,802  $ 1,316,805  $ 437,418  $ (75,200) $ 1,679,023  $ 3,257 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
6


HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Common Stock Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Redeemable
Noncontrolling
Interests
Shares Amount
Balance, December 31, 2019 148,888  $ 1,318,961  $ 445,370  $ (64,740) $ 1,699,591  $ 3,455 
Net income (loss) —  —  18,011  —  18,011  (2,044)
Expected credit losses recognized in retained earnings upon adoption of ASU 2016-13 —  —  (620) —  (620) — 
Foreign currency translation adjustments —  —  —  (16,057) (16,057) (115)
Unrealized gain on hedges, net of tax —  —  —  285  285  — 
Accretion of redeemable noncontrolling interests —  —  (2,283) —  (2,283) 2,283 
Equity component of convertible senior notes —  33,336  —  —  33,336  — 
Re-acquisition of equity component of convertible senior notes —  (18,006) —  —  (18,006) — 
Capped call transactions —  (10,625) —  —  (10,625) — 
Activity in company stock plans, net and other 1,248  (4,320) —  —  (4,320) — 
Share-based compensation —  6,174  —  —  6,174  — 
Balance, September 30, 2020 150,136  $ 1,325,520  $ 460,478  $ (80,512) $ 1,705,486  $ 3,579 
Common Stock Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Total
Shareholders’
Equity
Redeemable
Noncontrolling
Interests
Shares Amount
Balance, December 31, 2018 148,203  $ 1,308,709  $ 383,034  $ (73,964) $ 1,617,779  $ — 
Net income (loss) —  —  49,867  —  49,867  (104)
Reclassification of deferred gain from sale and leaseback transaction to retained earnings —  —  4,560  —  4,560  — 
Foreign currency translation adjustments —  —  —  (4,564) (4,564) (78)
Unrealized gain on hedges, net of tax —  —  —  3,328  3,328  — 
Issuance of redeemable noncontrolling interests —  —  —  —  —  3,396 
Accretion of redeemable noncontrolling interests —  —  (43) —  (43) 43 
Activity in company stock plans, net and other 599  (765) —  —  (765) — 
Share-based compensation —  8,861  —  —  8,861  — 
Balance, September 30, 2019 148,802  $ 1,316,805  $ 437,418  $ (75,200) $ 1,679,023  $ 3,257 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.
7


HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands) 
Nine Months Ended
September 30,
2020 2019
Cash flows from operating activities:
Net income $ 15,967  $ 49,763 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization 99,552  84,420 
Goodwill impairment 6,689  — 
Amortization of debt discounts 5,094  4,642 
Amortization of debt issuance costs 2,401  2,752 
Share-based compensation 6,394  8,979 
Deferred income taxes 3,901  2,347 
Equity in losses of investment 33  82 
Gain on disposition of assets, net (913) — 
(Gain) loss on extinguishment of long-term debt (9,239) 18 
Unrealized gain on derivative contracts, net (601) (2,351)
Unrealized foreign currency loss 2,891  636 
Changes in operating assets and liabilities:
Accounts receivable, net (35,276) (45,399)
Income tax receivable (26,342) (3,143)
Other current assets (28,036) 12,215 
Accounts payable and accrued liabilities 32,042  (15,401)
Other, net (15,929) (9,683)
Net cash provided by operating activities 58,628  89,877 
Cash flows from investing activities:
Capital expenditures (19,193) (45,636)
STL acquisition, net —  (4,081)
Proceeds from sale of assets 938  2,550 
Net cash used in investing activities (18,255) (47,167)
Cash flows from financing activities:
Proceeds from convertible senior notes 200,000  — 
Repayment of convertible senior notes (183,150) — 
Proceeds from term loan —  35,000 
Repayment of term loans (2,625) (34,567)
Repayment of Nordea Q5000 Loan (26,786) (26,786)
Repayment of MARAD Debt (7,200) (6,858)
Capped call transactions (10,625) — 
Debt issuance costs (7,075) (1,544)
Payments related to tax withholding for share-based compensation (5,161) (1,345)
Proceeds from issuance of ESPP shares 622  462 
Net cash used in financing activities (42,000) (35,638)
Effect of exchange rate changes on cash and cash equivalents and restricted cash (1,600) (191)
Net increase (decrease) in cash and cash equivalents and restricted cash (3,227) 6,881 
Cash and cash equivalents and restricted cash:
Balance, beginning of year 262,561  279,459 
Balance, end of period $ 259,334  $ 286,340 
The accompanying notes are an integral part of these condensed consolidated financial statements.
8


HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Basis of Presentation and New Accounting Standards
 
The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its subsidiaries (collectively, “Helix”). Unless the context indicates otherwise, the terms “we,” “us” and “our” in this report refer collectively to Helix and its subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
 
The accompanying condensed consolidated financial statements have been prepared in conformity with GAAP in U.S. dollars and are consistent in all material respects with those applied in our 2019 Annual Report on Form 10-K (our “2019 Form 10-K”) with the exception of the impact of adopting the new credit loss accounting standard in 2020 (see below). The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income and statements of cash flows, as applicable. The operating results for the three- and nine-month periods ended September 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. Our balance sheet as of December 31, 2019 included herein has been derived from the audited balance sheet as of December 31, 2019 included in our 2019 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 2019 Form 10-K.
 
Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format.
 
COVID-19
 
Beginning in the first quarter 2020, the COVID-19 pandemic led to worldwide shutdowns and halting of commercial and interpersonal activity, as governments around the world imposed regulations in efforts to control the spread of COVID-19 such as shelter-in-place orders, quarantines, executive orders and similar restrictions. As a result, the global economy has been marked by significant slowdown and uncertainty, which has resulted in a decline in oil prices in response to demand concerns and global storage considerations. Lower oil prices have resulted in a significantly weaker outlook for oil and gas producers, many of which have cut their capital and operating budgets for 2020 and beyond. Our financial statements for the three- and nine-month periods ended September 30, 2020 reflect the impact of these events and current market conditions, which include reduced utilization on our vessels due to customers deferring work, increased operating costs related to the current environment, our recognition of goodwill impairment losses (Note 6) and tax benefits resulting from the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) (Note 8). The continued spread of, or failure to contain, COVID-19 or continued oil price volatility could result in further adverse impact on our results of operations, cash flows and financial position, including further asset impairments.
 
New accounting standards adopted
 
In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments,” which was updated by subsequent amendments. This ASU replaces the current incurred loss model for measurement of credit losses on financial assets (including trade receivables) with a forward-looking expected loss model based on historical experience, current conditions, and reasonable and supportable forecasts. The guidance became effective for us as of January 1, 2020 and resulted in the recognition of $0.6 million (net of deferred taxes of $0.2 million) of allowances for expected credit losses related to our accounts receivable through a cumulative effect offset to retained earnings. The new credit loss standard is expected to accelerate recognition of credit losses on our accounts receivable. See Note 17 for additional information regarding allowance for credit losses on our accounts receivable.
 
9


New accounting standards issued but not yet effective
 
In August 2020, the FASB issued ASU No. 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, this ASU removes from GAAP the liability and equity separation model for convertible instruments with conversion features that are not required to be bifurcated as a derivative under ASC Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. The embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. The adoption of this ASU is expected to increase the net book value of our long-term debt and reduce shareholders’ equity as we reclassify the conversion features associated with our various outstanding convertible senior notes (Note 7). Subsequent to its adoption, the ASU is also expected to reduce our interest expense. Additionally, the ASU no longer permits the treasury stock method and instead requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”). The guidance is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020, and can be adopted on either a fully retrospective or modified retrospective basis. We are currently evaluating when to adopt the ASU and the impact it will have on our consolidated financial statements.
 
We do not expect any other new accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.
Note 2 — Company Overview
 
We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. We provide services and methodologies that we believe are critical to maximizing production economics. Our services cover the lifecycle of an offshore oil or gas field. Our services also include subsea cable burial and seabed clearing services for the offshore renewable energy sector. We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions. Our services are segregated into three reportable business segments: Well Intervention, Robotics and Production Facilities (Note 13).
 
Our Well Intervention segment includes our vessels and/or equipment used to perform well intervention services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa. Our well intervention vessels include the Q4000, the Q5000, the Q7000, the Seawell, the Well Enhancer, and two chartered monohull vessels, the Siem Helix 1 and the Siem Helix 2. Our well intervention equipment includes intervention riser systems (“IRSs”) and subsea intervention lubricators (“SILs”), some of which we provide on a stand-alone basis.
 
Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and a ROVDrill, which are designed to complement well intervention services and offshore construction to both the oil and gas and the renewable energy markets globally. Our Robotics segment also includes two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III, as well as spot vessels as needed.
 
Our Production Facilities segment includes the Helix Producer I (the “HP I”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), our ownership interest in Independence Hub, LLC (“Independence Hub”) (Note 4), and our ownership of oil and gas properties. All of our current production facilities activities are located in the Gulf of Mexico.
10


Note 3 — Details of Certain Accounts
 
Other current assets consist of the following (in thousands):
September 30,
2020
December 31,
2019
Contract assets (Note 10) $ 1,883  $ 740 
Prepaids 17,949  12,635 
Deferred costs (Note 10) 22,857  28,340 
Income tax receivable 25,493  1,261 
Other receivable (1)
29,180  — 
Other 6,755  7,474 
Total other current assets $ 104,117  $ 50,450 
(1)Agreed-upon amounts to be paid to us by Marathon Oil Corporation (“Marathon Oil”) as the required plug and abandonment (“P&A”) work associated with our Droshky oil and gas properties is completed (Note 14).
 
Other assets, net consist of the following (in thousands):
September 30,
2020
December 31,
2019
Prepaids $ 527  $ 777 
Deferred recertification and dry dock costs, net 24,030  16,065 
Deferred costs (Note 10) 3,284  14,531 
Charter deposit (1)
12,544  12,544 
Other receivable (2)
—  27,264 
Goodwill (Note 6) —  7,157 
Intangible assets with finite lives, net 3,716  3,847 
Other 2,026  2,323 
Total other assets, net $ 46,127  $ 84,508 
(1)This amount is deposited with the owner of the Siem Helix 2 to offset certain payment obligations associated with the vessel at the end of the charter term.
(2)Agreed-upon amounts to be paid to us by Marathon Oil as the required P&A work associated with our Droshky oil and gas properties is completed (Note 14).
 
Accrued liabilities consist of the following (in thousands):
September 30,
2020
December 31,
2019
Accrued payroll and related benefits $ 26,315  $ 31,417 
Investee losses in excess of investment (Note 4) 1,940  4,069 
Deferred revenue (Note 10) 9,795  11,568 
Asset retirement obligations (Note 14) 30,279  — 
Derivative liability (Note 19) —  1,002 
Other 16,328  14,333 
Total accrued liabilities $ 84,657  $ 62,389 
 
11


Other non-current liabilities consist of the following (in thousands):
September 30,
2020
December 31,
2019
Deferred revenue (Note 10) $ 2,976  $ 8,286 
Asset retirement obligations (Note 14) —  28,258 
Other 1,982  2,100 
Total other non-current liabilities $ 4,958  $ 38,644 
Note 4 — Equity Method Investments
 
We have a 20% ownership interest in Independence Hub that we account for using the equity method of accounting. Independence Hub owns the “Independence Hub” platform, which is nearing completion of its decommissioning. The remaining liability balances for our share of Independence Hub’s estimated obligations, net of remaining working capital, were $1.9 million at September 30, 2020 and $4.1 million at December 31, 2019.
Note 5 — Leases
 
We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. We also sublease some of our facilities under non-cancelable sublease agreements.
 
The following table details the components of our lease cost (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Operating lease cost $ 16,132  $ 18,002  $ 48,561  $ 54,191 
Variable lease cost 4,204  3,630  11,256  9,927 
Short-term lease cost 12,923  5,587  30,089  14,549 
Sublease income (344) (351) (951) (1,077)
Net lease cost $ 32,915  $ 26,868  $ 88,955  $ 77,590 
 
Maturities of our operating lease liabilities as of September 30, 2020 are as follows (in thousands):
Vessels Facilities and Equipment Total
Remainder of 2020 $ 15,018  $ 1,532  $ 16,550 
2021 54,421  5,646  60,067 
2022 52,106  5,135  57,241 
2023 34,580  4,598  39,178 
2024 2,470  4,328  6,798 
Thereafter —  6,125  6,125 
Total lease payments $ 158,595  $ 27,364  $ 185,959 
Less: imputed interest (15,896) (4,946) (20,842)
Total operating lease liabilities $ 142,699  $ 22,418  $ 165,117 
Current operating lease liabilities $ 47,552  $ 4,608  $ 52,160 
Non-current operating lease liabilities 95,147  17,810  112,957 
Total operating lease liabilities $ 142,699  $ 22,418  $ 165,117 
 
12


Maturities of our operating lease liabilities as of December 31, 2019 are as follows (in thousands):
Vessels Facilities and Equipment Total
2020 $ 60,210  $ 6,610  $ 66,820 
2021 54,564  5,888  60,452 
2022 52,106  5,257  57,363 
2023 34,580  4,622  39,202 
2024 2,470  4,349  6,819 
Thereafter —  6,251  6,251 
Total lease payments $ 203,930  $ 32,977  $ 236,907 
Less: imputed interest (24,846) (6,449) (31,295)
Total operating lease liabilities $ 179,084  $ 26,528  $ 205,612 
Current operating lease liabilities $ 48,716  $ 5,069  $ 53,785 
Non-current operating lease liabilities 130,368  21,459  151,827 
Total operating lease liabilities $ 179,084  $ 26,528  $ 205,612 
 
The following table presents the weighted average remaining lease term and discount rate:
September 30,
2020
December 31,
2019
Weighted average remaining lease term 3.3 years 4.0 years
Weighted average discount rate 7.53  % 7.54  %
 
The following table presents other information related to our operating leases (in thousands):
Nine Months Ended
September 30,
2020 2019
Cash paid for operating lease liabilities $ 49,350  $ 54,538 
ROU assets obtained in exchange for new operating lease obligations 36  921 
Note 6 — Business Combinations and Goodwill
 
In May 2019, we acquired a 70% controlling interest in Subsea Technologies Group Limited (“STL”), a subsea engineering firm based in Aberdeen, Scotland, for $5.1 million. The holders of the remaining 30% noncontrolling interest currently have the right to put their shares to us in June 2024. These redeemable noncontrolling interests have been recognized as temporary equity. STL is included in our Well Intervention segment (Note 13) and its revenue and earnings are immaterial to our consolidated results.
 
As a result of the decline in oil prices as well as energy and energy services valuations during the first quarter 2020 due to the ongoing COVID-19 pandemic and the price war among members of the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) during the first quarter 2020, we identified that it was more likely than not that the fair value of goodwill associated with our STL acquisition was less than its carrying amount. Based on the result of our goodwill impairment test as of March 31, 2020, we recorded a charge to write off the carrying amount of the goodwill. The fair value of the reporting unit used to determine the impairment was estimated using a discounted cash flow approach.
 
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The changes in the carrying amount of goodwill are as follows (in thousands): 
Well Intervention
Balance at December 31, 2019 $ 7,157 
Impairment loss (6,689)
Other adjustments (1)
(468)
Balance at September 30, 2020 $ — 
(1)Relates to foreign currency adjustments.
Note 7 — Long-Term Debt
 
Scheduled maturities of our long-term debt outstanding as of September 30, 2020 are as follows (in thousands):
Term
Loan (1)
2022
Notes
2023
Notes
2026
Notes
MARAD
Debt
Nordea
Q5000
Loan
Total
Less than one year $ 3,500  $ —  $ —  $ —  $ 7,560  $ 62,500  $ 73,560 
One to two years 27,125  35,000  —  —  7,937  —  70,062 
Two to three years —  —  30,000  —  8,333  —  38,333 
Three to four years —  —  —  —  8,749  —  8,749 
Four to five years —  —  —  —  9,186  —  9,186 
Over five years —  —  —  200,000  14,645  —  214,645 
Gross debt 30,625  35,000  30,000  200,000  56,410  62,500  414,535 
Unamortized debt discounts (2)
—  (1,560) (2,869) (43,133) —  —  (47,562)
Unamortized debt issuance costs (3)
(239) (235) (462) (5,761) (3,171) (159) (10,027)
Total debt 30,386  33,205  26,669  151,106  53,239  62,341  356,946 
Less: current maturities (3,500) —  —  —  (7,560) (62,341) (73,401)
Long-term debt $ 26,886  $ 33,205  $ 26,669  $ 151,106  $ 45,679  $ —  $ 283,545 
(1)    Term Loan pursuant to the Credit Agreement (as defined below) matures in December 2021.
(2)    Convertible Senior Notes due 2022, 2023 and 2026 will increase to their face amounts through accretion of their debt discounts to interest expense through May 2022, September 2023 and February 2026, respectively.
(3)    Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement.
 
Below is a summary of certain components of our indebtedness:
 
Credit Agreement
 
We have a credit agreement (and the amendments made thereafter, collectively the “Credit Agreement”) with a group of lenders led by Bank of America, N.A. (“Bank of America”). The Credit Agreement is comprised of a Term Loan with a remaining balance of $30.6 million as of September 30, 2020 and a Revolving Credit Facility with a maximum availability of $175 million that matures on December 31, 2021. The Revolving Credit Facility permits us to obtain letters of credit up to a sublimit of $25 million. Pursuant to the Credit Agreement, subject to existing lender participation and/or the participation of new lenders, and subject to standard conditions precedent, we may request aggregate commitments of up to $100 million with respect to an increase in the Revolving Credit Facility. As of September 30, 2020, we had no borrowings under the Revolving Credit Facility, and our available borrowing capacity under that facility, based on the leverage ratios, totaled $144.7 million, net of $3.4 million of letters of credit issued under that facility.
 
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Borrowings under the Credit Agreement bear interest, at our election, at either Bank of America’s base rate, the LIBOR or a comparable successor rate, or a combination thereof. The Term Loan bearing interest at the base rate will bear interest at a per annum rate equal to Bank of America’s base rate plus a margin of 2.25%. The Term Loan bearing interest at a LIBOR rate will bear interest per annum at the LIBOR or a comparable successor rate selected by us plus a margin of 3.25%. The interest rate on the Term Loan was 3.40% as of September 30, 2020. Borrowings under the Revolving Credit Facility bearing interest at the base rate will bear interest at a per annum rate equal to Bank of America’s base rate plus a margin ranging from 1.50% to 2.50%. Borrowings under the Revolving Credit Facility bearing interest at a LIBOR rate will bear interest per annum at the LIBOR or a comparable successor rate selected by us plus a margin ranging from 2.50% to 3.50%. A letter of credit fee is payable by us equal to the applicable margin for LIBOR rate loans multiplied by the daily amount available to be drawn under the applicable letter of credit. Margins on borrowings under the Revolving Credit Facility will vary in relation to the Consolidated Total Leverage Ratio (as defined below) as provided for in the Credit Agreement. We also pay a fixed commitment fee of 0.50% per annum on the unused portion of the Revolving Credit Facility.
 
The Term Loan principal is required to be repaid in quarterly installments of 2.5% of its aggregate principal amount, with a balloon payment at maturity. Installments are subject to adjustment for any prepayments. We may prepay indebtedness outstanding under the Term Loan without premium or penalty, but may not reborrow any amounts prepaid. We may prepay indebtedness outstanding under the Revolving Credit Facility without premium or penalty, and may reborrow any amounts prepaid up to the amount available under the Revolving Credit Facility.
 
Our obligations under the Credit Agreement, and those of our subsidiary guarantors under their guarantee, are secured by (i) most of the assets of the parent company, (ii) the shares of our domestic subsidiaries (other than Cal Dive I - Title XI, Inc.) and of Helix Robotics Solutions Limited and (iii) most of the assets of our domestic subsidiaries (other than Cal Dive I - Title XI, Inc.) and of Helix Robotics Solutions Limited. In addition, these obligations are secured by pledges of up to 66% of the shares of certain foreign subsidiaries (restricted subsidiaries).
 
The Credit Agreement and the other documents entered into in connection with the Credit Agreement include terms and conditions, including covenants, that we consider customary for this type of transaction. The covenants include certain restrictions on our and certain of our subsidiaries’ ability to grant liens, incur indebtedness, make investments, merge or consolidate, sell or transfer assets, pay dividends and make capital expenditures. In addition, the Credit Agreement obligates us to meet minimum ratio requirements of EBITDA to interest charges (Consolidated Interest Coverage Ratio), funded debt to EBITDA (Consolidated Total Leverage Ratio) and secured funded debt to EBITDA (Consolidated Secured Leverage Ratio).
 
We may designate one or more of our new foreign subsidiaries as subsidiaries not generally subject to the covenants in the Credit Agreement (the “Unrestricted Subsidiaries”). The Unrestricted Subsidiaries are not pledged as collateral under the Credit Agreement, and the debt and EBITDA of the Unrestricted Subsidiaries, with the exception of Helix Q5000 Holdings, S.à r.l. (“Q5000 Holdings”), a wholly owned Luxembourg subsidiary of Helix Vessel Finance S.à r.l., are not included in the calculations of our financial covenants except to the extent of any cash actually distributed by such subsidiary to Helix.
 
Convertible Senior Notes Due 2022 (“2022 Notes”)
 
The 2022 Notes bear interest at a rate of 4.25% per annum and are payable semi-annually in arrears on November 1 and May 1 of each year, beginning on May 1, 2017. The 2022 Notes mature on May 1, 2022 unless earlier converted, redeemed or repurchased. During certain periods and subject to certain conditions, the 2022 Notes are convertible by the holders into shares of our common stock at an initial conversion rate of 71.9748 shares of our common stock per $1,000 principal amount (which represents an initial conversion price of approximately $13.89 per share of common stock), subject to adjustment in certain circumstances. We have the right and the intention to settle the principal amount of any such future conversions in cash.
 
Prior to November 1, 2019, the 2022 Notes were not redeemable. Beginning November 1, 2019, if certain conditions are met, we may redeem all or any portion of the 2022 Notes at a redemption price payable in cash equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” (as defined in the indenture governing the 2022 Notes). Holders of the 2022 Notes may require us to repurchase the notes following a “fundamental change” (as defined in the indenture governing the 2022 Notes).
 
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The indenture governing the 2022 Notes contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee under the indenture or the holders of not less than 25% in aggregate principal amount then outstanding under the 2022 Notes may declare the entire principal amount of all the notes, and the interest accrued on such notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a subsidiary, the principal amount of the 2022 Notes together with any accrued and unpaid interest thereon will become immediately due and payable.
 
The 2022 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which is presented as long-term debt, net of the unamortized debt discount and debt issuance costs.
 
On August 14, 2020, we repurchased $90 million in aggregate principal amount of the 2022 Notes for $89.1 million. We applied $81.7 million of the repurchase price to the acquisition of the debt component of the 2022 Notes and recognized a gain of $3.3 million. The remaining unamortized debt discount of the 2022 Notes was $1.6 million at September 30, 2020 and $8.0 million at December 31, 2019. We applied the remaining $7.4 million of the repurchase price to the re-acquisition of the equity component. The remaining equity component of the 2022 Notes was $9.5 million ($5.3 million net of tax) at September 30, 2020 and $16.9 million ($11.0 million net of tax) at December 31, 2019.
 
The effective interest rate for the 2022 Notes is 7.3% after considering the effect of the accretion of the related debt discount over the term of the 2022 Notes. For the three- and nine-month periods ended September 30, 2020, interest expense (including amortization of the debt discount) related to the 2022 Notes totaled $1.3 million and $5.6 million, respectively. For the three- and nine-month periods ended September 30, 2019, interest expense (including amortization of the debt discount) related to the 2022 Notes totaled $2.1 million and $6.2 million, respectively.
 
Convertible Senior Notes Due 2023 (“2023 Notes”)
 
The 2023 Notes bear interest at a rate of 4.125% per annum and are payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2018. The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased. During certain periods and subject to certain conditions, the 2023 Notes are convertible by the holders into shares of our common stock at an initial conversion rate of 105.6133 shares of our common stock per $1,000 principal amount (which represents an initial conversion price of approximately $9.47 per share of common stock), subject to adjustment in certain circumstances. We have the right and the intention to settle the principal amount of any such future conversions in cash.
 
Prior to March 15, 2021, the 2023 Notes are not redeemable. On or after March 15, 2021, if certain conditions are met, we may redeem all or any portion of the 2023 Notes at a redemption price payable in cash equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” (as defined in the indenture governing the 2023 Notes). Holders of the 2023 Notes may require us to repurchase the notes following a “fundamental change” (as defined in the indenture governing the 2023 Notes).
 
The indenture governing the 2023 Notes contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee under the indenture or the holders of not less than 25% in aggregate principal amount then outstanding under the 2023 Notes may declare the entire principal amount of all the notes, and the interest accrued on such notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2023 Notes together with any accrued and unpaid interest thereon will become immediately due and payable.
 
The 2023 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which is presented as long-term debt, net of the unamortized debt discount and debt issuance costs.
 
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On August 14, 2020, we repurchased $95 million in aggregate principal amount of the 2023 Notes for $94.1 million. We applied $78.2 million of the repurchase price to the re-acquisition of the debt component of the 2023 Notes and recognized a gain of $5.9 million. The remaining unamortized debt discount of the 2023 Notes was $2.9 million at September 30, 2020 and $14.5 million at December 31, 2019. We applied the remaining $15.9 million of the repurchase price to the re-acquisition of the equity component. The remaining equity component of the 2023 Notes was $4.2 million ($3.6 million net of tax) at September 30, 2020 and $20.1 million ($15.9 million net of tax) at December 31, 2019.
 
The effective interest rate for the 2023 Notes is 7.8% after considering the effect of the accretion of the related debt discount over the term of the 2023 Notes. For the three- and nine-month periods ended September 30, 2020, interest expense (including amortization of the debt discount) related to the 2023 Notes totaled $1.3 million and $5.6 million, respectively. For the three- and nine-month periods ended September 30, 2019, interest expense (including amortization of the debt discount) related to the 2023 Notes totaled $2.1 million and $6.3 million, respectively.
 
Convertible Senior Notes Due 2026 (“2026 Notes”)
 
On August 14, 2020, we issued $200 million in aggregate principal amount of the 2026 Notes. The net proceeds from the issuance of the 2026 Notes were approximately $192.5 million, after deducting the underwriting discounts and commissions and estimated offering expenses. As discussed further in Note 9, we used approximately $10.5 million of the net proceeds to enter into privately negotiated capped call transactions in connection with the issuance of the 2026 Notes. We used approximately $183.2 million, consisting of the remainder of the net proceeds, together with cash on hand, to repurchase $90 million in aggregate principal amount of the 2022 Notes and $95 million in aggregate principal amount of the 2023 Notes (see “Convertible Senior Notes Due 2022” and “Convertible Senior Notes Due 2023” above) in privately negotiated transactions.
 
The 2026 Notes bear interest at a rate of 6.75% per annum and are payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021. The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased. During certain periods and subject to certain conditions, the 2026 Notes are convertible by the holders into shares of our common stock at an initial conversion rate of 143.3795 shares of our common stock per $1,000 principal amount (which represents an initial conversion price of approximately $6.97 per share of common stock), subject to adjustment in certain circumstances. We have the right and the intention to settle the principal amount of any such future conversions in cash.
 
Prior to August 15, 2023, the 2026 Notes are not redeemable. On or after August 15, 2023, if certain conditions are met, we may redeem all or any portion of the 2026 Notes at a redemption price payable in cash equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” (as defined in the indenture governing the 2026 Notes). Holders of the 2026 Notes may require us to repurchase the notes following a “fundamental change” (as defined in the indenture governing the 2026 Notes).
 
The indenture governing the 2026 Notes contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the trustee under the indenture or the holders of not less than 25% in aggregate principal amount then outstanding under the 2026 Notes may declare the entire principal amount of all the notes, and the interest accrued on such notes, if any, to be immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2026 Notes together with any accrued and unpaid interest thereon will become immediately due and payable.
 
The 2026 Notes are separated between the equity component of $43.8 million ($34.6 million net of tax) recognized in shareholders’ equity and the debt component which is presented as long-term debt, net of the unamortized debt discount and debt issuance costs. The effective interest rate for the 2026 Notes is 12.4% after considering the effect of the accretion of the related debt discount over the term of the 2026 Notes. For each of the three- and nine-month periods ended September 30, 2020, interest expense (including amortization of the debt discount) related to the 2026 Notes was $2.4 million. The remaining unamortized debt discount of the 2026 Notes was $43.1 million at September 30, 2020.
 
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MARAD Debt
 
This U.S. government-guaranteed financing (the “MARAD Debt”), pursuant to Title XI of the Merchant Marine Act of 1936 administered by the Maritime Administration, was used to finance the construction of the Q4000. The MARAD Debt is collateralized by the Q4000 and is guaranteed 50% by us. The MARAD Debt is payable in equal semi-annual installments, matures in February 2027 and bears interest at a rate of 4.93%.
 
Nordea Credit Agreement
 
In September 2014, Q5000 Holdings entered into a credit agreement (the “Nordea Credit Agreement”) with a syndicated bank lending group for a term loan (the “Nordea Q5000 Loan”) in an amount of up to $250 million. The Nordea Q5000 Loan was funded in the amount of $250 million in April 2015 at the time the Q5000 was delivered to us. Helix Vessel Finance S.à r.l., Q5000 Holdings's parent, which is a direct wholly owned Luxembourg subsidiary of Helix, guaranteed the Nordea Q5000 Loan. The loan is secured by the Q5000 and its charter earnings as well as by a pledge of the shares of Q5000 Holdings. This indebtedness is non-recourse to Helix.
 
We amended the Nordea Credit Agreement on March 11, 2020. Prior to the amendment, the Nordea Q5000 Loan incurred interest at a LIBOR rate plus a margin of 2.5% and was repayable in scheduled quarterly principal installments of $8.9 million with a balloon payment of $80.4 million on April 30, 2020. The amendment increases the margin to 2.75%, maintains the existing quarterly amortization requirements, and extends the final maturity to January 31, 2021 with a balloon payment on that date of $53.6 million. The remaining principal balance and unamortized debt issuance costs related to the Nordea Q5000 Loan are classified as current in the accompanying condensed consolidated balance sheets. We may elect to prepay indebtedness outstanding under the Nordea Q5000 Loan without premium or penalty, but may not reborrow any amounts prepaid. Quarterly principal installments are subject to adjustment for any prepayments on this debt.
 
The Nordea Credit Agreement and related loan documents include terms and conditions, including covenants and prepayment requirements, that we consider customary for this type of transaction. The covenants include restrictions on Q5000 Holdings’s ability to grant liens, incur indebtedness, make investments, merge or consolidate, sell or transfer assets, and pay dividends. In addition, the Nordea Credit Agreement obligates Q5000 Holdings to meet certain minimum financial requirements, including liquidity, consolidated debt service coverage and collateral maintenance.
 
Other
 
In accordance with the Credit Agreement, the 2022 Notes, the 2023 Notes, the 2026 Notes, the MARAD Debt agreements and the Nordea Credit Agreement, we are required to comply with certain covenants, including with respect to the Credit Agreement, certain financial ratios such as a consolidated interest coverage ratio, a consolidated total leverage ratio and a consolidated secured leverage ratio, as well as the maintenance of minimum cash balance, net worth, working capital and debt-to-equity requirements. As of September 30, 2020, we were in compliance with these covenants.
 
The following table details the components of our net interest expense (in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Interest expense $ 8,007  $ 7,694  $ 22,580  $ 23,635 
Interest income (409) (652) (991) (2,085)
Capitalized interest —  (5,141) (1,182) (15,346)
Net interest expense $ 7,598  $ 1,901  $ 20,407  $ 6,204 
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Note 8 — Income Taxes
 
We believe that our recorded deferred tax assets and liabilities are reasonable. However, tax laws and regulations are subject to interpretation, and the outcomes of tax disputes are inherently uncertain; therefore, our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions.
 
The CARES Act, which was signed into law on March 27, 2020, is an economic stimulus package designed to aid in offsetting the economic damage caused by the ongoing COVID-19 pandemic and includes various changes to U.S. income tax regulations. The CARES Act permits the carryback of certain net operating losses, which previously had been required to be carried forward, at the tax rates applicable in the relevant carryback year. As a result of these changes, we recognized a $7.6 million net tax benefit in the nine-month period ended September 30, 2020, consisting of a $18.9 million current tax benefit and a $11.3 million deferred tax expense. This $7.6 million net tax benefit resulted from our deferred tax assets related to our net operating losses in the U.S. being utilized at the previous higher income tax rate applicable to the carryback periods.
 
During the nine-month period ended September 30, 2020, we migrated two of our foreign subsidiaries into our U.S. consolidated tax group. Subsequent to the migration, these subsidiaries are disregarded and no longer subject to certain branch profits taxes. Consequently, we recognized net deferred tax benefits of $8.3 million due to the reduction in the overall tax rate associated with these subsidiaries.
 
Our estimated annual effective tax rate, adjusted for discrete tax items, is applied to our near break-even pre-tax loss for the nine-month period ended September 30, 2020 as we have determined that a return to the annualized effective tax rate method is appropriate.
 
Income taxes are provided based on the U.S. statutory rate and the local statutory rate for each foreign jurisdiction adjusted for items that are required for federal and foreign income tax reporting purposes. The effective tax rates for the three-month periods ended September 30, 2020 and 2019 were 17.6% and 10.1%, respectively. The variance was primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as our carrying back certain net operating losses to prior periods with higher income tax rates. The effective tax rate for the nine-month period ended September 30, 2020 was significantly higher than the U.S. statutory rate primarily due to our recognition of discrete benefits during the period related to the restructuring of certain foreign subsidiaries and our carrying back certain net operating losses to prior periods with higher income tax rates under tax law changes associated with the CARES Act whereas we had only nominal pre-tax losses. The effective tax rate for the nine-month period ended September 30, 2019 was lower than the U.S. statutory rate primarily due to a significant portion of our earnings being generated in certain jurisdictions with lower tax rates.
 
The primary differences between the income tax provision (benefit) at the U.S. statutory rate and our actual income tax provision (benefit) are as follows (dollars in thousands):
Three Months Ended
September 30,
Nine Months Ended
September 30,
2020 2019 2020 2019
Taxes at U.S. statutory rate $ 6,232  21.0  % $ 7,384  21.0  % $ (35) 21.0  % $ 11,866  21.0  %
Foreign tax provision 1,088  3.7  (3,574) (10.1) (28) 17.0  (5,488) (9.7)
CARES Act (2,362) (8.0) —  —  (7,596) 4,603.6  —  — 
Subsidiary restructuring —  —  —  —  (8,333) 5,050.3  —  — 
Other 274  0.9  (271) (0.8) (140) 85.1  361  0.6 
Income tax provision (benefit) $ 5,232  17.6  % $ 3,539  10.1  % $ (16,132) 9,777.0  % $ 6,739  11.9  %
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Note 9 — Shareholders’ Equity
 
The components of accumulated other comprehensive loss (“accumulated OCI”) are as follows (in thousands):
September 30,
2020
December 31,
2019
Cumulative foreign currency translation adjustment $ (80,512) $ (64,455)
Net unrealized loss on hedges, net of tax (1)
—  (285)
Accumulated OCI $ (80,512) $ (64,740)
(1)Relates to foreign currency hedges for the Grand Canyon III charter as well as interest rate hedge contracts for the Nordea Q5000 Loan (Note 19).
 
In connection with the 2026 Notes offering (Note 7), we entered into capped call transactions with three separate option counterparties (the “2026 Capped Calls”). The 2026 Capped Calls are separate transactions from the 2026 Notes and do not change the holders' rights under the 2026 Notes. Holders of the 2026 Notes do not have any rights with respect to the 2026 Capped Calls.
 
The 2026 Capped Calls are for an aggregate of 28,675,900 shares of our common stock, subject to certain anti-dilution adjustments. Each capped call option has an initial strike price of approximately $6.97 per share, which corresponds to the initial conversion price of the 2026 Notes, and an initial cap price of approximately $8.42 per share. The strike and cap prices are subject to certain adjustments. The 2026 Capped Calls are intended to offset some or all of the potential dilution to Helix common shares caused by any conversion of the 2026 Notes up to the cap price. The 2026 Capped Calls can be settled in either net shares or cash at our option in components commencing December 15, 2025 and ending February 12, 2026, which could be extended under certain circumstances.
 
The 2026 Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting Helix, including a merger, tender offer, nationalization, insolvency or delisting. In addition, certain events may result in a termination of the 2026 Capped Calls, including changes in law, insolvency filings and hedging disruptions. The 2026 Capped Calls are recorded at their aggregate cost of $10.6 million as a reduction to common stock in the shareholders’ equity section of our condensed consolidated balance sheet.
Note 10 — Revenue from Contracts with Customers
 
Disaggregation of Revenue
 
Our revenues are derived from short-term and long-term service contracts with customers. Our service contracts generally contain either provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) or lump sum payment provisions (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities. Contracts are classified as long-term if all or part of the contract is to be performed over a period extending beyond 12 months from the effective date of the contract. Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration. The following table provides information about disaggregated revenue by contract duration (in thousands):
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Well Intervention Robotics Production Facilities
Intercompany Eliminations (1)
Total Revenue
Three months ended September 30, 2020
Short-term $ 46,907  $ 28,782  $ —  $ —  $ 75,689 
Long-term 93,896  21,020  14,167  (11,282) 117,801 
Total $ 140,803  $ 49,802  $ 14,167  $ (11,282) $ 193,490 
Three months ended September 30, 2019
Short-term $ 53,018  $ 26,809  $ —  $ —  $ 79,827 
Long-term 117,188  25,100  13,777  (23,283) 132,782 
Total $ 170,206  $ 51,909  $ 13,777  $ (23,283) $ 212,609 
Nine months ended September 30, 2020
Short-term $ 184,599  $ 87,307  $ —  $ —  $ 271,906 
Long-term 242,697  48,589  43,301  (32,835) 301,752 
Total $ 427,296  $ 135,896  $ 43,301  $ (32,835) $ 573,658 
Nine months ended September 30, 2019
Short-term $ 145,611  $ 80,440  $ —  $ —  $ 226,051 
Long-term 305,900  55,956  44,651  (51,398) 355,109 
Total $ 451,511  $ 136,396  $ 44,651  $ (51,398) $ 581,160 
(1)Intercompany revenues among our segments are under agreements that are considered long-term.
 
Contract Balances
 
Accounts receivable are recognized when our right to consideration becomes unconditional. Accounts receivable that have been billed to customers are recorded as trade accounts receivable while accounts receivable that have not been billed to customers are recorded as unbilled accounts receivable.
 
Contract assets are rights to consideration in exchange for services that we have provided to a customer when those rights are conditioned on our future performance. Contract assets generally consist of (i) demobilization fees recognized ratably over the contract term but invoiced upon completion of the demobilization activities and (ii) revenue recognized in excess of the amount billed to the customer for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract assets are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3). Contract assets were $1.9 million at September 30, 2020 and $0.7 million at December 31, 2019. We had no impairment losses on our contract assets for the three- and nine-month periods ended September 30, 2020 and 2019.
 
Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer. Contract liabilities may consist of (i) advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 3). Contract liabilities totaled $12.8 million at September 30, 2020 and $19.9 million at December 31, 2019. Revenue recognized for the three- and nine-month periods ended September 30, 2020 included $3.4 million and $8.8 million, respectively, that were included in the contract liability balance at the beginning of each period. Revenue recognized for the three- and nine-month periods ended September 30, 2019 included $4.0 million and $7.4 million, respectively, that were included in the contract liability balance at the beginning of each period.
 
We report the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period.
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Performance Obligations
 
As of September 30, 2020, $480.6 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $129.6 million in 2020, $247.0 million in 2021 and $104.0 million in 2022 and thereafter. These amounts include fixed consideration and estimated variable consideration for both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of our contracts, and the expected timing for revenue recognition is based on the estimated start date and duration of each contract according to the information known at September 30, 2020.
 
For the three- and nine-month periods ended September 30, 2020 and 2019, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.
 
Contract Fulfillment Costs
 
Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 3). Our deferred contract costs totaled $26.1 million at September 30, 2020 and $42.9 million at December 31, 2019. For the three- and nine-month periods ended September 30, 2020, we recorded $9.2 million and $27.2 million, respectively, related to amortization of deferred contract costs existing at the beginning of each period. For the three- and nine-month periods ended September 30, 2019, we recorded $7.7 million and $23.6 million, respectively, related to amortization of deferred contract costs existing at the beginning of each period. There were no associated impairment losses for any period presented.
 
For additional information regarding revenue recognition, see Notes 2 and 12 to our 2019 Form 10-K.
Note 11 — Earnings Per Share
 
We have shares of restricted stock issued and outstanding that are currently unvested. Shares of restricted stock are considered participating securities because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock. We are required to compute basic and diluted EPS under the two-class method in periods in which we have earnings. Under the two-class method, the undistributed earnings for each period are allocated based on the participation rights of both common shareholders and the holders of any participating securities as if earnings for the respective periods had been distributed. Because the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. For periods in which we have a net loss we do not use the two-class method as holders of our restricted shares are not obligated to share in such losses.
 
The presentation of basic EPS on the face of the accompanying condensed consolidated statements of operations is computed by dividing net income or loss by the weighted average shares of our common stock outstanding. The calculation of diluted EPS is similar to that for basic EPS, except that the denominator includes dilutive common stock equivalents and the numerator excludes the effects of dilutive common stock equivalents, if any. The computations of the numerator (income) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands):
22


Three Months Ended
September 30, 2020
Three Months Ended
September 30, 2019
Income Shares Income Shares
Basic:
Net income attributable to common shareholders $ 24,499  $ 31,695 
Less: Undistributed earnings allocated to participating securities (180) (261)
Accretion of redeemable noncontrolling interests (128) (25)
Net income available to common shareholders, basic $ 24,191  149,032  $ 31,409  147,575