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Alliance Acquisition | 9 Months Ended
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Sep. 30, 2022
Alliance Acquisition |
Alliance Acquisition | Note 3 — Alliance Acquisition On July 1, 2022, we completed our acquisition of all of the equity interests of Alliance. The Alliance acquisition extends our energy transition strategy by adding shallow-water capabilities into what we expect to be a growing offshore decommissioning market. The aggregate preliminary purchase price of the Alliance acquisition was $145.7 million, consisting of $119.0 million with cash on hand and the estimated fair value of $26.7 million of contingent consideration related to the post-closing earn-out consideration. The earn-out is payable in 2024 to the seller in the Alliance transaction in either cash or shares of our common stock pursuant to the terms of the Equity Purchase Agreement (the “Equity Purchase Agreement”) dated May 16, 2022 by and among Helix Alliance Decom, LLC, the seller and Helix. The earn-out is not capped and is calculated based on certain financial metrics of the Helix Alliance business for 2022 and 2023 relative to amounts as set forth in the Equity Purchase Agreement. The Alliance acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price consideration has been allocated to the assets acquired and liabilities assumed of Alliance based upon preliminary estimate of their fair values as of the acquisition date. Fair values of the assets acquired and liabilities assumed are measured in accordance with ASC Topic 820, Fair Value Measurement, using discounted cash flows and other applicable valuation techniques. For certain assets and liabilities, those fair values are consistent with historical carrying values. The following table summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): ​
​ | ​ | ​ | ​
​ | ​ | July 1, 2022
Cash consideration | ​ | $ | 118,961
Contingent consideration | ​ |  | 26,700
Total fair value of consideration transferred | ​ | $ | 145,661
​ | ​ | ​ | ​
Assets acquired: | ​ | ​ | ​
Cash and cash equivalents | ​ | $ | 6,336
Accounts receivable (1) | ​ | ​ | 43,378
Other current assets | ​ | ​ | 4,879
Property and equipment | ​ | ​ | 118,619
Operating lease right-of-use assets | ​ | ​ | 1,205
Intangible assets | ​ | ​ | 1,400
Other assets | ​ |  | 2,133
Total assets acquired | ​ | $ | 177,950
Liabilities assumed: | ​ | ​ | ​
Accounts payable | ​ | $ | 20,480
Accrued liabilities | ​ | ​ | 3,073
Operating lease liabilities | ​ |  | 1,205
Deferred tax liabilities | ​ |  | 7,531
Total liabilities assumed | ​ |  | 32,289
Net assets acquired | ​ | $ | 145,661
(1) | The gross contractual accounts receivable totaled $44.2 million. The fair value of accounts receivable reflects our best estimate at the acquisition date of contractual cash flows not expected to be collected.
The purchase price allocation is subject to revision as acquisition-date fair value analyses are completed and if additional information about facts and circumstances that existed at the acquisition date becomes available. The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, will be finalized as soon as practicable, but no later than one year from the closing of the Alliance acquisition. Acquisition and integration costs consist of legal and professional fees as well as costs incurred to integrate Alliance’s operations and systems and to align its financial processes and procedures with those of Helix. Those costs are expensed as incurred and are presented separately from “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations. Also presented separately are the changes in fair value of the contingent earn-out consideration (Note 16). The pro forma summary below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2021 and includes transaction accounting adjustments such as incremental depreciation and amortization expense from acquired tangible and intangible assets, elimination of interest expense on Alliance’s long-term debt that was paid off, acquisition and integration cost accruals, and tax-related effects. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may have differed significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent Helix’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Helix’s future consolidated results of operations. The following table summarizes the pro forma results of Helix and Alliance (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three Months Ended | ​ | Nine Months Ended
​ | ​ | September 30, | ​ | September 30,
​ |  | 2022 |  | 2021 |  | 2022 |  | 2021
Revenues | ​ | $ | 272,547 | ​ | $ | 228,574 | ​ | $ | 665,021 |  | $ | 591,179
Net loss | ​ |  | (18,763) | ​ |  | (8,828) | ​ |  | (81,069) |  | ​ | (29,620)
​

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