HELIX ENERGY SOLUTIONS GROUP INC 10-K

Item 8. Financial Statements and Supplementary Data Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Helix Energy Solutions Group, Inc.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Helix Energy Solutions Group, Inc. and subsidiaries (the Company) as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 24, 2022 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 42 Table of Contents Evaluation of property and equipment impairment triggering events As discussed in Note 2 to the consolidated financial statements, the Company evaluates property and equipment for impairment at least quarterly or whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable, or triggering events. The Company performs this evaluation considering the future economic benefits of the asset or asset groups, historical and estimated future profitability measures, and other factors that may be present, such as extended periods of idle time or the inability to contract the Company’s equipment at economical rates. The carrying value of property and equipment as of December 31, 2021 was $1,658 million. We identified the evaluation of property and equipment impairment triggering events as a critical audit matter. Sustained decreases in commodity prices and uncertainty regarding spending trends by customers in the industry may lead to periods of low utilization and low day rates for those assets or asset groups not under a long-term contract, and the evaluation of the impact of these factors required a higher degree of subjective auditor judgment. The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the evaluation of property and equipment for impairment. This included controls related to the Company’s process to identify and evaluate triggering events that indicate that the carrying value of an asset or asset group may not be recoverable, including the consideration of forecasted to actual results and market conditions in determination of a triggering event. We evaluated the Company’s identification of triggering events, including consideration of future expected revenues from executed contracts. We compared data used by the Company against analyst and industry reports. We compared the Company’s historical forecasts to actual results by asset group to assess the Company’s ability to accurately forecast. /s/ KPMG LLP We have served as the Company’s auditor since 2016. Houston, Texas February 24, 2022 ​ 43 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders Helix Energy Solutions Group, Inc.: Opinion on Internal Control Over Financial Reporting We have audited Helix Energy Solutions Group, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2021, and the related notes (collectively, the consolidated financial statements), and our report dated February 24, 2022 expressed an unqualified opinion on those consolidated financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Houston, Texas February 24, 2022 44 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 253,515 ​ $ 291,320 Restricted cash ​ 73,612 ​ — Accounts receivable, net of allowance for credit losses of $ 1,477 and $ 3,469 , respectively ​ 144,137 ​ 132,233 Other current assets ​ 58,274 ​ 102,092 Total current assets ​ 529,538 ​ 525,645 Property and equipment ​ 2,938,154 ​ 2,948,907 Less accumulated depreciation ​ ( 1,280,509 ) ​ ( 1,165,943 ) Property and equipment, net ​ 1,657,645 ​ 1,782,964 Operating lease right-of-use assets ​ 104,190 ​ 149,656 Other assets, net ​ 34,655 ​ 40,013 Total assets ​ $ 2,326,028 ​ $ 2,498,278 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 87,959 ​ $ 50,022 Accrued liabilities ​ 91,712 ​ 87,035 Current maturities of long-term debt ​ 42,873 ​ 90,651 Current operating lease liabilities ​ 55,739 ​ 51,599 Total current liabilities ​ 278,283 ​ 279,307 Long-term debt ​ 262,137 ​ 258,912 Operating lease liabilities ​ 50,198 ​ 101,009 Deferred tax liabilities ​ 86,966 ​ 110,821 Other non-current liabilities ​ 975 ​ 3,878 Total liabilities ​ 678,559 ​ 753,927 Commitments and contingencies ​ ​ ​ ​ ​ ​ Redeemable noncontrolling interests ​ — ​ 3,855 Shareholders’ equity: ​ ​ Common stock, no par, 240,000 shares authorized, 151,124 and 150,341 shares issued, respectively ​ 1,292,479 ​ 1,327,592 Retained earnings ​ 411,072 ​ 464,524 Accumulated other comprehensive loss ​ ( 56,082 ) ​ ( 51,620 ) Total shareholders’ equity ​ 1,647,469 ​ 1,740,496 Total liabilities, redeemable noncontrolling interests and shareholders’ equity ​ $ 2,326,028 ​ $ 2,498,278 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 45 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Net revenues ​ $ 674,728 ​ $ 733,555 ​ $ 751,909 Cost of sales ​ 659,335 ​ 653,646 ​ 614,071 Gross profit ​ 15,393 ​ 79,909 ​ 137,838 Gain (loss) on disposition of assets, net ​ ( 631 ) ​ 889 ​ — Goodwill impairment ​ — ​ ( 6,689 ) ​ — Selling, general and administrative expenses ​ ( 63,449 ) ​ ( 61,084 ) ​ ( 69,841 ) Income (loss) from operations ​ ( 48,687 ) ​ 13,025 ​ 67,997 Equity in earnings (losses) of investment ​ ( 1 ) ​ 216 ​ 1,439 Net interest expense ​ ( 23,201 ) ​ ( 28,531 ) ​ ( 8,333 ) Gain (loss) on extinguishment of long-term debt ​ ( 136 ) ​ 9,239 ​ ( 18 ) Other income (expense), net ​ ( 1,490 ) ​ 4,724 ​ 1,165 Royalty income and other ​ 2,873 ​ 2,710 ​ 3,306 Income (loss) before income taxes ​ ( 70,642 ) ​ 1,383 ​ 65,556 Income tax provision (benefit) ​ ( 8,958 ) ​ ( 18,701 ) ​ 7,859 Net income (loss) ​ ( 61,684 ) ​ 20,084 ​ 57,697 Net loss attributable to redeemable noncontrolling interests ​ ( 146 ) ​ ( 2,090 ) ​ ( 222 ) Net income (loss) attributable to common shareholders ​ $ ( 61,538 ) ​ $ 22,174 ​ $ 57,919 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share of common stock: ​ ​ ​ Basic ​ $ ( 0.41 ) ​ $ 0.13 ​ $ 0.39 Diluted ​ $ ( 0.41 ) ​ $ 0.13 ​ $ 0.38 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ Basic ​ 150,056 ​ 148,993 ​ 147,536 Diluted ​ 150,056 ​ 149,897 ​ 149,577 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 46 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 ​ 2019 Net income (loss) ​ $ ( 61,684 ) $ 20,084 ​ $ 57,697 Other comprehensive income (loss), net of tax: ​ ​ ​ ​ Net unrealized loss on hedges arising during the period ​ — ​ ( 95 ) ​ ​ ( 680 ) Reclassifications into earnings ​ — ​ 452 ​ ​ 5,470 Income taxes on hedges ​ — ​ ( 72 ) ​ ​ ( 966 ) Net change in hedges, net of tax ​ — ​ 285 ​ ​ 3,824 Foreign currency translation gain (loss) ​ ( 4,462 ) ​ 12,835 ​ ​ 5,400 Other comprehensive income (loss), net of tax ​ ( 4,462 ) ​ 13,120 ​ ​ 9,224 Comprehensive income (loss) ​ ( 66,146 ) ​ 33,204 ​ ​ 66,921 Less comprehensive loss attributable to redeemable noncontrolling interests: ​ ​ ​ ​ Net loss ​ ( 146 ) ​ ( 2,090 ) ​ ​ ( 222 ) Foreign currency translation gain ​ 50 ​ 90 ​ ​ 138 Comprehensive loss attributable to redeemable noncontrolling interests ​ ( 96 ) ​ ( 2,000 ) ​ ​ ( 84 ) Comprehensive income (loss) attributable to common shareholders ​ $ ( 66,050 ) $ 35,204 ​ $ 67,005 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 47 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ Redeemable ​ ​ Common Stock ​ Retained Comprehensive ​ Shareholders’ ​ Noncontrolling ​ Shares Amount Earnings Loss Equity Interests Balance, December 31, 2018 148,203 ​ $ 1,308,709 ​ $ 383,034 ​ $ ( 73,964 ) ​ $ 1,617,779 ​ $ — Net income (loss) — ​ — ​ 57,919 ​ — ​ 57,919 ​ ( 222 ) Deferred gain from sale leaseback transaction in retained earnings upon adoption of ASU No. 2016-02 — ​ — ​ 4,560 ​ — ​ 4,560 ​ — Foreign currency translation adjustments — ​ — ​ — ​ 5,400 ​ 5,400 ​ 138 Unrealized gain on hedges, net of tax — ​ — ​ — ​ 3,824 ​ 3,824 ​ — Issuance of redeemable noncontrolling interests — ​ — ​ — ​ — ​ — ​ 3,396 Accretion of redeemable noncontrolling interests — ​ — ​ ( 143 ) ​ — ​ ( 143 ) ​ 143 Activity in company stock plans, net and other 685 ​ ( 1,032 ) ​ — ​ — ​ ( 1,032 ) ​ — Share-based compensation — ​ 11,284 ​ — ​ — ​ 11,284 ​ — Balance, December 31, 2019 148,888 ​ $ 1,318,961 ​ $ 445,370 ​ $ ( 64,740 ) ​ $ 1,699,591 ​ $ 3,455 Net income (loss) — ​ — ​ 22,174 ​ — ​ 22,174 ​ ( 2,090 ) Credit losses recognized in retained earnings upon adoption of ASU No. 2016-13 — ​ — ​ ( 620 ) ​ — ​ ( 620 ) ​ — Foreign currency translation adjustments — ​ — ​ — ​ 12,835 ​ 12,835 ​ 90 Unrealized gain on hedges, net of tax — ​ — ​ — ​ 285 ​ 285 ​ — Accretion of redeemable noncontrolling interests — ​ — ​ ( 2,400 ) ​ — ​ ( 2,400 ) ​ 2,400 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 1,453 ​ ( 4,345 ) ​ — ​ — ​ ( 4,345 ) ​ — Share-based compensation — ​ 8,271 ​ — ​ — ​ 8,271 ​ — Balance, December 31, 2020 150,341 ​ $ 1,327,592 ​ $ 464,524 ​ $ ( 51,620 ) ​ $ 1,740,496 ​ $ 3,855 Net loss — ​ — ​ ( 61,538 ) ​ — ​ ( 61,538 ) ​ ( 146 ) Cumulative-effect adjustments upon adoption of ASU No. 2020-06 ​ — ​ ( 41,456 ) ​ 6,682 ​ — ​ ( 34,774 ) ​ — Foreign currency translation adjustments — ​ — ​ — ​ ( 4,462 ) ​ ( 4,462 ) ​ 50 Accretion of redeemable noncontrolling interests — ​ — ​ 1,404 ​ — ​ 1,404 ​ ( 1,404 ) Acquisition of redeemable noncontrolling interests — ​ — ​ — ​ — ​ — ​ ( 2,355 ) Activity in company stock plans, net and other 783 ​ ( 1,128 ) ​ — ​ — ​ ( 1,128 ) ​ — Share-based compensation — ​ 7,471 ​ — ​ — ​ 7,471 ​ — Balance, December 31, 2021 151,124 ​ $ 1,292,479 ​ $ 411,072 ​ $ ( 56,082 ) ​ $ 1,647,469 ​ $ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 48 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 ​ 2020 ​ 2019 Cash flows from operating activities: ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 61,684 ) ​ $ 20,084 ​ $ 57,697 Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 141,514 ​ 133,709 ​ 112,720 Goodwill impairment ​ — ​ 6,689 ​ — Amortization of debt discounts ​ — ​ 6,964 ​ 6,261 Amortization of debt issuance costs ​ 3,179 ​ 3,177 ​ 3,600 Share-based compensation ​ 7,689 ​ 8,568 ​ 11,469 Deferred income taxes ​ ( 15,202 ) ​ ( 3,883 ) ​ 3,485 Equity in (earnings) losses of investment ​ 1 ​ ( 216 ) ​ ( 1,439 ) (Gain) loss on disposition of assets, net ​ 631 ​ ( 889 ) ​ — (Gain) loss on extinguishment of long-term debt ​ 136 ​ ( 9,239 ) ​ 18 Unrealized gain on derivative contracts, net ​ — ​ ( 601 ) ​ ( 3,383 ) Unrealized foreign currency (gain) loss ​ 2,252 ​ ( 2,665 ) ​ ( 628 ) Changes in operating assets and liabilities: ​ ​ ​ Accounts receivable, net ​ ( 14,154 ) ​ ( 8,419 ) ​ ( 3,050 ) Income tax receivable, net of income tax payable ​ ​ 18,610 ​ ​ ( 22,124 ) ​ ​ ( 4,456 ) Other current assets ​ ​ 22,973 ​ ​ ( 28,664 ) ​ ​ 25,383 Accounts payable and accrued liabilities ​ 46,645 ​ 10,830 ​ ( 31,265 ) Other, net ​ ( 12,473 ) ​ ( 14,521 ) ​ ( 6,743 ) Net cash provided by operating activities ​ 140,117 ​ 98,800 ​ 169,669 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ Capital expenditures ​ ( 8,322 ) ​ ( 20,244 ) ​ ( 140,854 ) STL acquisition, net ​ — ​ — ​ ( 4,081 ) Proceeds from sale of assets ​ ​ 51 ​ ​ 963 ​ ​ 2,550 Net cash used in investing activities ​ ( 8,271 ) ​ ( 19,281 ) ​ ( 142,385 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 Loan ​ ( 29,826 ) ​ ( 3,500 ) ​ ( 35,442 ) Repayment of Nordea Q5000 Loan ​ ( 53,572 ) ​ ( 35,714 ) ​ ( 35,714 ) Repayment of MARAD Debt ​ ( 7,560 ) ​ ( 7,200 ) ​ ( 6,858 ) Capped call transactions ​ — ​ ( 10,625 ) ​ — Debt issuance costs ​ ( 1,337 ) ​ ( 7,747 ) ​ ( 1,586 ) Acquisition of redeemable noncontrolling interests ​ ​ ( 2,355 ) ​ ​ — ​ ​ — Payments related to tax withholding for share-based compensation ​ ( 2,001 ) ​ ( 5,264 ) ​ ( 1,680 ) Proceeds from issuance of ESPP shares ​ 654 ​ 622 ​ 462 Net cash used in financing activities ​ ( 95,997 ) ​ ( 52,578 ) ​ ( 45,818 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ( 42 ) ​ 1,818 ​ 1,636 Net increase (decrease) in cash and cash equivalents and restricted cash ​ 35,807 ​ 28,759 ​ ( 16,898 ) Cash and cash equivalents and restricted cash: ​ ​ ​ Balance, beginning of year ​ 291,320 ​ 262,561 ​ 279,459 Balance, end of year ​ $ 327,127 ​ $ 291,320 ​ $ 262,561 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 49 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 1 — Organization Unless the context indicates otherwise, the terms “we,” “us” and “our” in this Annual Report refer collectively to Helix Energy Solutions Group, Inc. and its subsidiaries (“Helix” or the “Company”). 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. Traditionally, our services have covered the lifecycle of an offshore oil or gas field. In recent years, we have seen an increasing demand for our services from the offshore renewable energy market. We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions. Our North Sea operations are subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months. Our Operations Our services are segregated into three reportable business segments: Well Intervention, Robotics and Production Facilities (Note 15). Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing production enhancement or decommissioning operations, thereby avoiding drilling new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and gas. 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 systems, some of which we provide on a stand-alone basis. Our Robotics segment provides offshore construction, trenching, seabed clearance, inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of affordable and reliable energy and supporting the responsible transition away from a carbon-based economy. Additionally, our Robotics services are used in and complement our well intervention services. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and robotics support vessels under long-term charter as well as spot vessels as needed. Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), the Helix Fast Response System (the “HFRS”), and our ownership of oil and gas properties. All of our current Production Facilities activities are located in the Gulf of Mexico. ​ Note 2 — Summary of Significant Accounting Policies Principles of Consolidation Our consolidated financial statements include the accounts of our majority-owned subsidiaries. The equity method is used to account for investments in affiliates in which we do not have majority ownership but have the ability to exert significant influence. All material intercompany accounts and transactions have been eliminated. Basis of Presentation Our consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) in U.S. dollars. 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. We have made all adjustments that we believe are necessary for a fair presentation of our consolidated financial statements. 50 Table of Contents Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. Cash and Cash Equivalents Cash and cash equivalents are highly liquid financial instruments with original maturities of three months or less. They are carried at cost plus accrued interest, which approximates fair value. Restricted Cash We classify cash as restricted when there are legal or contractual restrictions for its withdrawal. Our restricted cash as of December 31, 2021 consisted of $ 71.1 million pledged as collateral for a letter of credit for a temporary importation permit for work offshore Nigeria and $ 2.5 million pledged toward our asset-based credit agreement (the “ABL Facility”). These cash pledges increase the availability under the ABL Facility. We had no restricted cash as of December 31, 2020. Accounts Receivable and Allowance for Credit Losses Accounts receivable are recognized when our right to consideration becomes unconditional. Accounts receivable are stated at the historical carrying amount, net of write-offs and allowance for credit losses. We perform ongoing credit evaluations of our customers and provide allowances for credit losses. We estimate current expected credit losses on our accounts receivable at each reporting date based on our credit loss history, adjusted for current factors including global economic and business conditions, offshore energy industry and market conditions, customer mix, contract payment terms and past due accounts receivable. Uncollectible receivables are written off when a settlement is reached for an amount that is less than the outstanding historical balance or when we have determined that the balance will not be collected (Note 19). Property and Equipment Property and equipment is recorded at historical cost, net of accumulated depreciation. Property and equipment is depreciated on a straight-line basis over its estimated useful life. The cost of improvements is capitalized whereas the cost of repairs and maintenance is expensed as incurred. Assets used in operations are assessed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable because such carrying amount may exceed the asset’s or asset group’s expected undiscounted cash flows. If the carrying amount of the asset or asset group is not recoverable and is greater than its fair value, an impairment charge is recorded. The amount of the impairment recorded is calculated as the difference between the carrying amount of the asset or asset group and its estimated fair value. Individual assets are evaluated for impairment at the lowest level where there are identifiable cash flows that are largely independent of the cash flows of other groups of assets. Capitalized Interest Interest from external borrowings is capitalized on major projects under development until the assets are ready for their intended use. Capitalized interest is added to the cost of the underlying asset and is amortized over the useful life of the asset. Capitalized interest is excluded from our interest expense (Note 8) and is included as an investing cash outflow in the consolidated statements of cash flows. 51 Table of Contents Equity Investment With respect to our investment accounted for using the equity method of accounting, losses in excess of the carrying amount of our equity investment are recognized when (i) we guaranteed the obligations of the investee, (ii) we are otherwise committed to provide further financial support for the investee, or (iii) it is anticipated that the investee’s return to profitability is imminent. Losses in excess of the carrying amount of our equity investment are presented as a liability in the consolidated balance sheets. Leases Leases with a term greater than one year are recognized in the consolidated balance sheet as right-of-use (“ROU”) assets and lease liabilities. We have not recognized in the consolidated balance sheet leases with an initial term of one year or less. Lease liabilities and their corresponding ROU assets are recorded at the commencement date based on the present value of lease payments over the expected lease term. The lease term may include the option to extend or terminate the lease when it is reasonably certain that we will exercise the option. We use our incremental borrowing rate, which would be the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment, to calculate the present value of lease payments. ROU assets are adjusted for any initial direct costs paid or incentives received. We separate our long-term vessel charters between their lease components and non-lease services. We estimate the lease component using the residual approach by estimating the non-lease services, which primarily include crew, repair and maintenance, and regulatory certification costs. For all other leases, we have not separated the lease components and non-lease services. We recognize operating lease cost on a straight-line basis over the lease term for both (i) leases that are recognized in the consolidated balance sheet and (ii) short-term leases. We recognize lease cost related to variable lease payments that are not recognized in the consolidated balance sheet in the period in which the obligation is incurred. Goodwill Goodwill impairment is evaluated using a two-step process. The first step involves comparing a reporting unit’s fair value with its carrying amount. We have the option to assess qualitative factors to determine if it is necessary to perform the first step. If it is more likely than not that a reporting unit’s fair value is less than its carrying amount, we must perform the quantitative goodwill impairment test, which involves estimating the reporting unit’s fair value and comparing it to its carrying amount. If the reporting unit’s carrying amount exceeds its fair value, impairment loss is recognized in an amount equal to that excess, but not to exceed the goodwill’s carrying amount. We perform an impairment analysis of goodwill at least annually as of November 1 or more frequently whenever events or circumstances occur indicating that goodwill might be impaired. Our goodwill balance attributable to the acquisition of a controlling interest in Subsea Technologies Group Limited (“STL”) was fully impaired during 2020 (Note 7). Deferred Recertification and Dry Dock Costs Our vessels and certain well intervention assets are required by regulation to be periodically recertified. Recertification costs for a vessel are typically incurred while the vessel is in dry dock. We defer and amortize recertification costs, including vessel dry dock costs, over the period that the certification applies, which generally ranges from 30 to 60 months if the appropriate permitting is obtained. A recertification process, including vessel dry dock, typically lasts between one to three months , a period during which a vessel or other asset is idle and generally not available to earn revenue. Major replacements and improvements that extend the economic useful life or functional operating capability of a vessel or other asset are capitalized and depreciated over the asset’s remaining economic useful life. We expense routine repairs and maintenance costs as they are incurred. As of December 31, 2021 and 2020, deferred recertification and dry dock costs, which were included within “Other assets, net” in the accompanying consolidated balance sheets (Note 3), totaled $ 16.3 million and $ 21.5 million (net of accumulated amortization of $ 23.6 million and $ 21.8 million), respectively. During the years ended December 31, 2021, 2020 and 2019, amortization expense related to deferred recertification and dry dock costs was $ 14.6 million, $ 14.3 million and $ 12.4 million, respectively. 52 Table of Contents Revenue Recognition Revenue from Contracts with Customers We generate revenue in our Well Intervention segment by supplying vessels, personnel and equipment to provide well intervention services, which involve providing marine access, serving as a deployment mechanism to the subsea well, connecting to and maintaining a secure connection to the subsea well and maintaining well control through the duration of the intervention services. We may also perform down-hole intervention work and provide certain engineering services. We generate revenue in our Robotics segment by operating ROVs and trenchers to provide subsea construction and IRM services to oil and gas companies as well as subsea trenching and burial of pipelines and cables as well as seabed clearing for the oil and gas and the renewable energy markets. We also provide integrated robotic services by supplying vessels that deploy ROVs and trenchers. Our Production Facilities segment generates revenue by supplying vessels, personnel and equipment for oil and natural gas processing, well control response services, and oil and gas production from owned properties. 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. We generally account for our services under contracts with customers as a single performance obligation satisfied over time. The single performance obligation in our dayrate contracts is comprised of a series of distinct time increments in which we provide services. We do not account for activities that are immaterial or not distinct within the context of our contracts as separate performance obligations. Consideration received under a contract is allocated to the single performance obligation on a systematic basis that depicts the pattern of the provision of our services to the customer. The total transaction price for a contract is determined by estimating both fixed and variable consideration expected to be earned over the term of the contract. We generally do not provide significant financing to our customers and do not adjust contract consideration for the time value of money if extended payment terms are granted for less than one year. Estimated variable consideration, if any, is considered to be constrained and therefore is not included in the transaction price until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur. At the end of each reporting period, we reassess and update our estimates of variable consideration and amounts of that variable consideration that should be constrained. Dayrate Contracts . Revenues generated from dayrate contracts generally provide for payment according to the rates per day as stipulated in the contract (e.g., operating rate, standby rate, and repair rate). Invoices billed to the customer are typically based on the varying rates applicable to operating status on an hourly basis. Dayrate consideration is allocated to the distinct hourly time increment to which it relates and is therefore recognized in line with the contractual rate billed for the services provided for any given hour. Similarly, revenues from contracts that stipulate a monthly rate are recognized ratably during the month. Dayrate contracts also may contain fees charged to the customer for mobilizing and/or demobilizing equipment and personnel. Mobilization and demobilization are considered contract fulfillment activities, and related fees (subject to any constraint on estimates of variable consideration) are allocated to the single performance obligation and recognized ratably over the term of the contract. Mobilization fees are generally billable to the customer in the initial phase of a contract and generate contract liabilities until they are recognized as revenue. Demobilization fees are generally received at the end of the contract and generate contract assets when they are recognized as revenue prior to becoming receivables from the customer. We receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request. Reimbursable revenues are variable and subject to uncertainty as the amounts received and timing thereof are dependent on factors outside of our influence. Accordingly, these revenues are constrained and not recognized until the related costs are incurred on behalf of the customer. We are generally considered a principal in these transactions and record the associated revenues at the gross amounts billed to the customer. 53 Table of Contents A dayrate contract modification involving an extension of the contract by adding days of services is generally accounted for prospectively as a separate contract, but may be accounted for as a termination of the existing contract and creation of a new contract if the consideration for the extended services does not represent their stand-alone selling prices. Lump Sum Contracts . Revenues generated from lump sum contracts are recognized over time. Revenue is recognized based on the extent of progress towards completion of the performance obligation. We generally use the cost-to-cost measure of progress for our lump sum contracts because it best depicts the progress toward satisfaction of our performance obligation, which occurs as we incur costs under those contracts. Under the cost-to-cost measure of progress, the extent of progress towards completion is measured based on the ratio of cumulative costs incurred to date to the total estimated costs at completion of the performance obligation. Consideration, including lump sum mobilization and demobilization fees billed to the customer, is recorded proportionally as revenue in accordance with the cost-to-cost measure of progress. Consideration for lump sum contracts is generally due from the customer based on the achievement of milestones. As such, contract assets are generated to the extent we recognize revenues in advance of our rights to collect contract consideration and contract liabilities are generated when contract consideration due or received is greater than revenues recognized to date. We review and update our contract-related estimates regularly and recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date on a contract is recognized in the period in which the adjustment is identified. Revenue and profit in future periods of contract performance are recognized using the adjusted estimate. If a current estimate of total contract costs to be incurred exceeds the estimate of total revenues to be earned, we recognize the projected loss in full when it is identified. A modification to a lump sum contract is generally accounted for as part of the existing contract and recognized as an adjustment to revenue on a cumulative catch-up basis. Income from Oil and Gas Production Income from oil and gas production is recognized according to monthly oil and gas production volumes from the oil and gas properties that we own, and is included in revenues from our Production Facilities segment. Income from Royalty Interests Income from royalty interests is recognized according to our share of monthly oil and gas production volumes and is included in “Royalty income and other” in the consolidated statements of operations. Income Taxes Deferred income taxes are based on the differences between financial reporting and tax bases of assets and liabilities. We utilize the liability method of computing deferred income taxes. The liability method is based on the amount of current and future taxes payable using tax rates and laws in effect at the balance sheet date. Income taxes have been provided based upon the tax laws and rates in the countries in which operations are conducted and income is earned. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. We consider the undistributed earnings of our non-U.S. subsidiaries to be permanently reinvested. We provide for uncertain tax positions and related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by local taxing authorities. At December 31, 2021, we believe that we have appropriately accounted for any unrecognized tax benefits. To the extent we prevail in matters for which a liability for an unrecognized tax benefit has been recognized or are required to pay amounts exceeding the liability, our effective tax rate in a given financial statement period may be affected. 54 Table of Contents Share-Based Compensation Share-based compensation is measured at the grant date based on the estimated fair value of an award. Share-based compensation based solely on service conditions is recognized on a straight-line basis over the vesting period of the related shares. Forfeitures are recognized as they occur. Compensation cost for restricted stock is the product of the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. Compensation cost for performance share unit (“PSU”) awards that have a service condition and a market condition and are accounted for as equity awards, is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and subsequently recognized over the vesting period on a straight-line basis. Compensation cost for PSUs that have a service condition and a performance condition and are accounted for as equity awards is initially measured based on the grant date fair value. Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition. Compensation cost for restricted stock unit (“RSU”) awards, which are accounted for as liability awards, is measured at their estimated fair value at each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed. Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting. Asset Retirement Obligations Asset retirement obligations (“AROs”) are recorded at fair value and consist of estimated costs for subsea infrastructure plug and abandonment (“P&A”) and other decommissioning activities associated with our oil and gas properties. The estimated costs are discounted to present value using a credit-adjusted risk-free discount rate. After its initial recognition, an ARO liability is increased for the passage of time as accretion expense, which is a component of our depreciation and amortization expense. An ARO liability may also change based on revisions in estimated costs and/or timing to settle the obligations. Foreign Currency Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar. Results of operations for our non-U.S. dollar subsidiaries are translated into U.S. dollars using average exchange rates during the period. Assets and liabilities of these non-U.S. dollar subsidiaries are translated into U.S. dollars using the exchange rate in effect, and the resulting translation adjustments are included in other comprehensive income (loss) (“OCI”). For transactions denominated in a currency other than a subsidiary’s functional currency, the effects of changes in exchange rates are reported in other income or expense in the consolidated statements of operations. For the years ended December 31, 2021, 2020 and 2019, our foreign currency transaction gains (losses) totaled $( 1.5 ) million, $ 4.6 million and $ 1.5 million, respectively. These realized amounts are exclusive of any gains or losses from our foreign currency exchange derivative contracts. Derivative Instruments and Hedging Activities Our business is exposed to market risks associated with interest rates and foreign currency exchange rates. Our risk management activities involve the use of derivative financial instruments to mitigate the impact of market risk exposure related to variable interest rates and foreign currency exchange rates. To reduce the impact of these risks on earnings and increase the predictability of our cash flows, from time to time we enter into derivative contracts, including interest rate swaps and foreign currency exchange contracts. Interest rate and foreign currency derivative instruments are reflected in the consolidated balance sheets at fair value. The capped call transactions (the “2026 Capped Calls”) we entered into in connection with the issuance of our Convertible Senior Notes Due 2026 (the “2026 Notes”) are recorded in shareholders’ equity and are not accounted for as derivatives (Note 8). 55 Table of Contents We engage solely in cash flow hedges. Cash flow hedges are entered into to hedge the variability of cash flows related to a forecasted transaction or to be received or paid related to a recognized asset or liability. Changes in the fair value of derivative instruments that are designated as cash flow hedges are reported in OCI. These changes are subsequently reclassified into earnings when the hedged transactions affect earnings. Changes in the fair value of interest rate and foreign currency derivative instruments that are not designated as or do not qualify for hedge accounting are recorded immediately in earnings. We formally document all relationships between hedging instruments and the related hedged items, as well as our risk management objectives, strategies for undertaking various hedge transactions and our methods for assessing and testing correlation and hedge ineffectiveness. All hedging instruments are linked to the hedged asset, liability, firm commitment or forecasted transaction. We also assess, both at the inception of the hedge and on an ongoing basis, whether the derivative instruments that are designated as hedging instruments are highly effective in offsetting changes in cash flows of the hedged items. We discontinue hedge accounting if we determine that a derivative is no longer highly effective as a hedge, or if it is probable that a hedged transaction will not occur. If hedge accounting is discontinued because it is probable the hedged transaction will not occur, gains or losses on the hedging instruments are reclassified from accumulated OCI into earnings immediately. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income or loss available to common shareholders 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. We have shares of restricted stock issued and outstanding that are currently unvested. 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, net income or loss attributable to common shareholders for each period is 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. 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. Major Customers and Concentration of Risk We offer our products and services primarily in the offshore oil and gas and renewable markets. Oil and gas companies spend capital on exploration, drilling and production operations, the amount of which is generally dependent on the prevailing view of future oil and gas prices and volatility, which are subject to many external factors. Our customers consist primarily of major and independent oil and gas producers and suppliers, pipeline transmission companies, renewable energy companies and offshore engineering and construction firms. The percentages of consolidated revenue from major customers (those representing 10% or more of our consolidated revenues) are as follows: 2021 — Petrobras ( 23 %) and Shell ( 17 %); 2020 — Petrobras ( 28 %) and BP ( 17 %); and 2019 — Petrobras ( 29 %), BP ( 15 %) and Shell ( 13 %). Most of the concentration of revenues are in our Well Intervention segment. Fair Value Measurements Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value accounting rules establish a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: ● 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 approaches as described in Note 20. 56 Table of Contents New Accounting Standards New accounting standards adopted In February 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, “Leases (Topic 842)” (“ASC 842”). Our adoption of ASC 842 as of January 1, 2019 resulted in the recognition of operating lease liabilities of $ 259.0 million and corresponding ROU assets of $ 253.4 million (net of existing prepaid/deferred rent balances). In addition, we reclassified the remaining deferred gain of $ 4.6 million (net of deferred taxes of $ 0.9 million) on a 2016 sale and leaseback transaction to retained earnings. See Note 6 for additional information regarding our leases. In June 2016, the FASB issued 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. Upon adoption of ASU No. 2016-13 on January 1, 2020, we recognized $ 0.6 million (net of deferred taxes of $ 0.2 million) related to the provision for current expected credit losses on our accounts receivable through a cumulative effect offset to retained earnings. The credit loss standard also resulted in the recognition of an additional $ 0.7 million in credit loss reserves on our accounts receivable for the year ended December 31, 2020. See Note 19 for additional information regarding allowance for credit losses on our accounts receivable. 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 requirement to separate certain convertible instruments, such as our Convertible Senior Notes Due 2022 (the “2022 Notes”), Convertible Senior Notes Due 2023 (the “2023 Notes”) and the 2026 Notes (Note 8), into liability and equity components. Consequently, those convertible instruments will be accounted for in their entirety as liabilities measured at their amortized cost. We elected to early adopt ASU No. 2020-06 on a modified retrospective basis beginning January 1, 2021. The adoption of this ASU increased our long-term debt and decreased the reported value of our common stock by $ 44.1 million and $ 41.5 million, respectively, as we reclassified the conversion features associated with our various outstanding convertible senior notes from equity to long-term debt. The adoption of this ASU also increased our retained earnings and decreased deferred tax liabilities by $ 6.7 million and $ 9.3 million, respectively. As a result of our adoption of ASU No. 2020-06, interest expense associated with our outstanding convertible senior notes decreased by $ 7.6 million in 2021 as there were no longer any debt discounts to amortize. New accounting standards issued but not yet effective We do not expect any other recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. ​ Note 3 — Details of Certain Accounts Other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Contract assets (Note 12) ​ $ 639 $ 2,446 Prepaids ​ 18,228 ​ 15,904 Deferred costs (Note 12) ​ 2,967 ​ 23,522 Income tax receivable (Note 9) ​ 1,116 ​ 20,787 Other receivable (Note 16) ​ 28,805 ​ 29,782 Other ​ 6,519 ​ 9,651 Total other current assets ​ $ 58,274 $ 102,092 ​ 57 Table of Contents Other assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Deferred recertification and dry dock costs, net (Note 2) ​ $ 16,291 $ 21,464 Deferred costs (Note 12) ​ 381 ​ 861 Charter deposit (1) ​ 12,544 ​ 12,544 Intangible assets with finite lives, net ​ 3,472 ​ 3,809 Other ​ 1,967 ​ 1,335 Total other assets, net ​ $ 34,655 $ 40,013 (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. Accrued liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Accrued payroll and related benefits ​ $ 28,657 $ 24,768 Accrued interest ​ ​ 6,746 ​ ​ 7,098 Investee losses in excess of investment (Note 5) ​ 797 ​ 1,499 Deferred revenue (Note 12) ​ 8,272 ​ 8,140 Asset retirement obligations (Note 16) ​ 29,658 ​ 30,913 Other ​ 17,582 ​ 14,617 Total accrued liabilities ​ $ 91,712 $ 87,035 ​ Other non-current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 2020 Deferred revenue (Note 12) ​ $ 476 $ 1,869 Other ​ 499 ​ 2,009 Total other non-current liabilities ​ $ 975 $ 3,878 ​ ​ ​ ​ Note 4 — Property and Equipment The following is a summary of the gross components of property and equipment (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Estimated Useful Life 2021 2020 Vessels 15 to 30 years ​ $ 2,343,162 ​ $ 2,349,752 ROVs and trenchers 10 years ​ 257,274 ​ 263,968 Machinery, equipment and leasehold improvements 5 to 15 years ​ 337,718 ​ 335,187 Total property and equipment ​ ​ ​ $ 2,938,154 ​ $ 2,948,907 ​ ​ Note 5 — Equity Method Investments We have a 20 % ownership interest in Independence Hub, LLC (“Independence Hub”) that we account for using the equity method of accounting. Independence Hub owns the “Independence Hub” platform, which is nearing the completion of its decommissioning. The remaining liability balances for our share of Independence Hub’s estimated obligations, net of remaining working capital, were $ 0.8 million and $ 1.5 million at December 31, 2021 and 2020, respectively. ​ 58 Table of Contents Note 6 — 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. As of December 31, 2021, the minimum sublease income to be received in the future totaled $ 1.5 million. The following table details the components of our lease cost (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 Operating lease cost ​ $ 60,636 $ 64,742 $ 70,860 Variable lease cost ​ 16,711 ​ 15,021 ​ 13,780 Short-term lease cost ​ 20,590 ​ 37,524 ​ 20,384 Sublease income ​ ( 1,303 ) ​ ( 1,286 ) ​ ( 1,391 ) Net lease cost ​ $ 96,634 $ 116,001 $ 103,633 ​ Maturities of our operating lease liabilities as of December 31, 2021 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facilities and ​ ​ ​ Vessels Equipment Total Less than one year ​ $ 55,573 ​ $ 5,601 $ 61,174 One to two years ​ 34,580 ​ 4,844 ​ 39,424 Two to three years ​ 2,470 ​ 4,514 ​ 6,984 Three to four years ​ — ​ 2,462 ​ 2,462 Four to five years ​ — ​ 1,074 ​ 1,074 Over five years ​ — ​ 4,193 ​ 4,193 Total lease payments ​ $ 92,623 ​ $ 22,688 $ 115,311 Less: imputed interest ​ ( 5,633 ) ​ ( 3,741 ) ​ ( 9,374 ) Total operating lease liabilities ​ $ 86,990 ​ $ 18,947 $ 105,937 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 51,035 ​ $ 4,704 $ 55,739 Non-current operating lease liabilities ​ 35,955 ​ 14,243 ​ 50,198 Total operating lease liabilities ​ $ 86,990 ​ $ 18,947 $ 105,937 ​ Maturities of our operating lease liabilities as of December 31, 2020 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facilities and ​ ​ ​ Vessels Equipment Total Less than one year ​ $ 54,621 ​ $ 6,028 $ 60,649 One to two years ​ 52,106 ​ 5,435 ​ 57,541 Two to three years ​ 34,580 ​ 4,649 ​ 39,229 Three to four years ​ 2,470 ​ 4,374 ​ 6,844 Four to five years ​ — ​ 2,340 ​ 2,340 Over five years ​ — ​ 4,054 ​ 4,054 Total lease payments ​ $ 143,777 ​ $ 26,880 $ 170,657 Less: imputed interest ​ ( 13,352 ) ​ ( 4,697 ) ​ ( 18,049 ) Total operating lease liabilities ​ $ 130,425 ​ $ 22,183 $ 152,608 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 46,748 ​ $ 4,851 $ 51,599 Non-current operating lease liabilities ​ 83,677 ​ 17,332 ​ 101,009 Total operating lease liabilities ​ $ 130,425 ​ $ 22,183 $ 152,608 ​ 59 Table of Contents The following table presents the weighted average remaining lease term and discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2021 ​ 2020 ​ 2019 Weighted average remaining lease term 2.4 years ​ 3.1 years ​ 4.0 years Weighted average discount rate 7.57 % ​ 7.53 % ​ 7.54 % ​ The following table presents other information related to our operating leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 Cash paid for operating lease liabilities ​ $ 61,826 $ 66,026 $ 71,698 Right-of-use assets obtained in exchange for new operating lease obligations ​ 5,992 ​ 516 ​ 1,168 ​ ​ ​ Note 7 — Business Combinations and Goodwill Oil prices as well as energy and energy services valuations experienced significant decline during the first quarter 2020 due to the 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+”). As a result, we impaired all of our goodwill, which consisted entirely of goodwill attributable to the acquisition in May 2019 of a 70 % controlling interest in STL, a subsea engineering firm based in Aberdeen, Scotland. In June 2021, we acquired the remaining 30 % noncontrolling interest in STL. These redeemable noncontrolling interests had been recognized as temporary equity. STL is included in our Well Intervention segment and its revenue and earnings are immaterial to our consolidated results. 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 ) Foreign currency adjustments ​ ( 468 ) Balance at December 31, 2020 $ — ​ ​ Note 8 — Long-Term Debt Long-term debt consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 Term Loan (repaid September 2021) (1) ​ $ — ​ $ 29,750 Nordea Q5000 Loan (matured January 2021) (2) ​ — ​ 53,572 2022 Notes (mature May 2022) ​ 35,000 ​ 35,000 2023 Notes (mature September 2023) ​ 30,000 ​ 30,000 2026 Notes (mature February 2026) ​ 200,000 ​ 200,000 MARAD Debt (matures February 2027) ​ 48,850 ​ 56,410 Unamortized debt discounts (3) ​ — ​ ( 45,692 ) Unamortized debt issuance costs ​ ( 8,840 ) ​ ( 9,477 ) Total debt ​ 305,010 ​ 349,563 Less current maturities ​ ( 42,873 ) ​ ( 90,651 ) Long-term debt ​ $ 262,137 ​ $ 258,912 (1) The Term Loan was fully repaid in September 2021 concurrent with our entering into the ABL Facility. (2) The Nordea Q5000 Loan was fully repaid upon maturity in January 2021. (3) As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there are no longer any debt discounts associated with the 2022 Notes, the 2023 Notes and the 2026 Notes (Note 2) . 60 Table of Contents Credit Agreement On September 30, 2021, we entered into the ABL Facility with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation. The ABL Facility provides for an $ 80 million asset-based revolving credit facility, which matures on September 30, 2026 , with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 50 million. The ABL Facility also permits us to request an increase of the facility by up to $ 70 million, subject to certain conditions. Commitments under the ABL Facility are comprised of separate U.S. and U.K. revolving credit facility commitments of $ 45 million and $ 35 million, respectively. The ABL Facility provides funding based on a borrowing base calculation that includes eligible U.S. and U.K. customer accounts receivable and cash, and provides for a $ 10 million sub-limit for the issuance of letters of credit. As of December 31, 2021, we had no borrowings under the ABL Facility, and our available borrowing capacity under that facility, based on the borrowing base, totaled $ 51.1 million, net of $ 1.9 million of letters of credit issued under that facility. We and certain of our U.S. and U.K. subsidiaries are the initial borrowers under the ABL Facility, whose obligations under the ABL Facility are guaranteed by those borrowers and certain other U.S. and U.K. subsidiaries, excluding Cal Dive I – Title XI, Inc. (“CDI Title XI”), Helix Offshore Services Limited and certain other enumerated subsidiaries. Other subsidiaries may be added as guarantors of the facility in the future. The ABL Facility is secured by all accounts receivable and designated deposit accounts of the U.S. borrowers and guarantors, and by substantially all of the assets of the U.K. borrowers and guarantors. U.S. borrowings under the ABL Facility initially bear interest at the LIBOR rate plus a margin of 1.50 % to 2.00 % or at a base rate plus a margin of 0.50 % to 1.00 %. U.K. borrowings under the ABL Facility denominated in U.S. dollars initially bear interest at the LIBOR rate and U.K. borrowings denominated in the British pound initially bear interest at the SONIA daily rate, each plus a margin of 1.50 % to 2.00 %. We also pay a commitment fee of 0.375 % to 0.50 % per annum on the unused portion of the facility. Beginning on the earlier of June 30, 2023, cessation of LIBOR or an earlier opt-in election, LIBOR will be replaced by either SOFR or term SOFR plus a margin of 0.114 % to 0.428 % or an alternate benchmark rate. The ABL Facility includes certain limitations on our ability to incur additional indebtedness, grant liens on assets, pay dividends and make distributions on equity interests, dispose of assets, make investments, repay certain indebtedness, engage in mergers, and other matters, in each case subject to certain exceptions. The ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The ABL Facility requires us to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 if availability is less than the greater of 10 % of the borrowing base or $ 8 million. The ABL Facility also requires us to maintain a pro forma minimum excess availability of $ 16 million for the 91 days prior to the maturity of each of our outstanding convertible senior notes. 2022 Notes The 2022 Notes bear interest at a coupon interest rate of 4.25 % per annum payable semi-annually in arrears on November 1 and May 1 of each year until maturity. The 2022 Notes mature on May 1, 2022 unless earlier converted, redeemed or repurchased by us. The 2022 Notes are convertible by their holders at any time beginning February 1, 2022 at an initial conversion rate of 71.9748 shares of our common stock per $1,000 principal, which currently represents 2,519,118 potentially convertible shares at an initial conversion price of approximately $ 13.89 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof. Prior to February 1, 2022, holders of the 2022 Notes were able to convert their notes if the closing price of our common stock exceeded 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2022 Notes was equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2022 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 30.5887 shares of our common stock per $1,000 principal amount. 61 Table of Contents Prior to November 1, 2019, the 2022 Notes were not redeemable. On or after November 1, 2019, we may redeem all or any portion of the 2022 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100 % of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2022 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2022 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2022 Notes). The indenture governing the 2022 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared 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 interest 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 was presented as long-term debt, net of the unamortized debt discount and debt issuance costs. The unamortized debt discount and debt issuance costs were being accreted to interest expense through the maturity date of the 2022 Notes. As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2022 Notes totaled $ 1.5 million. As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2022 Notes (Note 2). As of December 31, 2021, unamortized debt issuance costs related to the 2022 Notes were $ 0.1 million. The effective interest rate for the 2022 Notes prior to the adoption of ASU No. 2020-06 was 7.3 %. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 4.8 %. For the year ended December 31, 2021, total interest expense related to the 2022 Notes was $ 1.7 million, with coupon interest expense of $ 1.5 million and the amortization of issuance costs of $ 0.2 million. For the years ended December 31, 2020 and 2019, total interest expense related to the 2022 Notes was $ 6.6 million and $ 8.9 million, respectively, with coupon interest expense of $ 3.9 million and $ 5.3 million, respectively, and the amortization of debt discount and issuance costs of $ 2.7 million and $ 3.6 million, respectively. 2023 Notes The 2023 Notes bear interest at a coupon interest rate of 4.125 % per annum payable semi-annually in arrears on March 15 and September 15 of each year until maturity. The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased by us. The 2023 Notes are convertible by their holders at any time beginning March 15, 2023 at an initial conversion rate of 105.6133 shares of our common stock per $1,000 principal amount, which currently represents 3,168,399 potentially convertible shares at an initial conversion price of approximately $ 9.47 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof. Prior to March 15, 2023, holders of the 2023 Notes may convert their notes if the closing price of our common stock exceeds 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2023 Notes was equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2023 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 47.5260 shares of our common stock per $1,000 principal amount. Prior to March 15, 2021, the 2023 Notes were not redeemable. On or after March 15, 2021, we may redeem all or any portion of the 2023 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100 % of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2023 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2023 Notes). 62 Table of Contents The indenture governing the 2023 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared 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 interest 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 was presented as long-term debt, net of the unamortized debt discount and debt issuance costs. The unamortized debt discount and debt issuance costs were being accreted to interest expense through the maturity date of the 2023 Notes. As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2023 Notes totaled $ 3.1 million. As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2023 Notes (Note 2). As of December 31, 2021, unamortized debt issuance costs related to the 2023 Notes were $ 0.3 million. The effective interest rate for the 2023 Notes prior to the adoption of ASU No. 2020-06 was 7.8 %. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 4.8 %. For the year ended December 31, 2021, total interest expense related to the 2023 Notes was $ 1.4 million, with coupon interest expense of $ 1.2 million and the amortization of issuance costs of $ 0.2 million. For the years ended December 31, 2020 and 2019, total interest expense related to the 2023 Notes was $ 6.6 million and $ 8.9 million, respectively, with coupon interest expense of $ 3.7 million and $ 5.2 million, respectively, and the amortization of debt discount and issuance costs of $ 2.9 million and $ 3.7 million, respectively. 2026 Notes The 2026 Notes bear interest at a coupon interest rate of 6.75 % per annum payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021 until maturity. The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us. The 2026 Notes are convertible by their holders at any time beginning November 17, 2025 at an initial conversion rate of 143.3795 shares of our common stock per $1,000 principal amount, which currently represents 28,675,900 potentially convertible shares at an initial conversion price of approximately $ 6.97 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof. In order to reduce the potential dilution of the 2026 Notes to shareholders’ equity, we entered into the 2026 Capped Calls in August 2020 concurrent with the 2026 Notes offering (Note 10). The 2026 Capped Calls effectively increase the conversion price of the 2026 Notes to approximately $ 8.42 per share. However, the 2026 Capped Calls are separate transactions from the 2026 Notes and do not change the holders’ rights under the 2026 Notes, and holders of the 2026 Notes do not have any rights with respect to the 2026 Capped Calls. Prior to November 17, 2025, holders of the 2026 Notes may convert their notes if the closing price of our common stock exceeds 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2026 Notes was equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition). Holders of the 2026 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 64.5207 shares of our common stock per $1,000 principal amount. Prior to August 15, 2023, the 2026 Notes are not redeemable. On or after August 15, 2023, we may redeem all or any portion of the 2026 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Any redemption would be payable in cash equal to 100 % of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption. Holders of the 2026 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2026 Notes). 63 Table of Contents The indenture governing the 2026 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared 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 interest will become immediately due and payable. The 2026 Notes were initially separated between the equity component recognized in shareholders’ equity and the debt component, which was presented as long-term debt, net of the unamortized debt discount and debt issuance costs. The unamortized debt discount and debt issuance costs were being accreted to interest expense through the maturity date of the 2026 Notes. As of December 31, 2020, unamortized debt discount and debt issuance costs related to the 2026 Notes totaled $ 47.3 million. As a result of the adoption of ASU No. 2020-06 beginning January 1, 2021, there is no longer any debt discount (or related accretion) associated with the 2026 Notes (Note 2). As of December 31, 2021, unamortized debt issuance costs related to the 2026 Notes were $ 5.9 million. The effective interest rate for the 2026 Notes prior to the adoption of ASU No. 2020-06 was 12.4 %. The effective interest rate subsequent to the adoption of ASU No. 2020-06 decreased to 7.6 %. For the year ended December 31, 2021, total interest expense related to the 2026 Notes was $ 14.7 million, with coupon interest expense of $ 13.5 million and the amortization of debt issuance costs of $ 1.2 million. For the year ended December 31, 2020, total interest expense related to the 2026 Notes was $ 7.5 million, with coupon interest expense of $ 5.1 million and the amortization of debt discount and issuance costs of $ 2.4 million. MARAD Debt In 2005, Helix’s subsidiary CDI – Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 vessel (the “MARAD Debt”). The MARAD Debt is guaranteed by the U.S. government pursuant to Title XI of the Merchant Marine Act of 1936, administered by the Maritime Administration (“MARAD”). The obligation of CDI Title XI to reimburse MARAD in the event CDI Title XI fails to repay the MARAD Debt is collateralized by the Q4000 and is guaranteed 50 % by us. In addition, we have agreed to bareboat charter the Q4000 from CDI Title XI for so long as the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments, matures in February 2027 and bears interest at a rate of 4.93 %. The agreements relating to the bonds and the terms and conditions of our obligations to MARAD in respect of the MARAD Debt are typical for U.S. government-guaranteed ship financing transactions, including customary restrictions on incurring additional liens on the Q4000 and trading restrictions with respect to the vessel as well as working capital requirements. Other We previously had a credit agreement with a syndicated bank lending group for a term loan (the “Nordea Q5000 Loan”) to finance the construction of the Q5000 . The loan was secured by the Q5000 and its charter earnings. As of December 31, 2020, the remaining principal amount of the Nordea Q5000 Loan was $ 53.6 million, which we repaid in January 2021. We previously had another credit agreement (and the amendments made thereafter, collectively the “Credit Agreement”) with a group of lenders led by Bank of America. The Credit Agreement was comprised of a term loan (the “Term Loan”) and a revolving credit facility (the “Revolving Credit Facility”) with a maximum availability of $ 175 million and had a maturity date of December 31, 2021 . Concurrent with our entering into the ABL Facility, the Credit Agreement was terminated. The $ 28 million remaining balance of the Term Loan was repaid in full and the letters of credit issued under the Revolving Credit Facility were transferred to the ABL Facility. We had no borrowings under the Revolving Credit Facility. In accordance with the ABL Facility, the 2022 Notes, the 2023 Notes, the 2026 Notes and the MARAD Debt, we are required to comply with certain covenants, including a springing fixed charge coverage ratio and minimum liquidity with respect to the ABL Facility and the maintenance of net worth, working capital and debt-to-equity requirements with respect to the MARAD Debt. As of December 31, 2021, we were in compliance with these covenants. 64 Table of Contents Scheduled maturities of our long-term debt outstanding as of December 31, 2021 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 ​ 2023 ​ 2026 ​ MARAD ​ ​ ​ Notes Notes Notes Debt Total Less than one year ​ $ 35,000 ​ $ — ​ $ — ​ $ 7,937 $ 42,937 One to two years ​ — ​ 30,000 ​ — ​ 8,333 ​ 38,333 Two to three years ​ — ​ — ​ — ​ 8,749 ​ 8,749 Three to four years ​ — ​ — ​ — ​ 9,186 ​ 9,186 Four to five years ​ — ​ — ​ 200,000 ​ 9,644 ​ 209,644 Over five years ​ — ​ — ​ — ​ 5,001 ​ 5,001 Gross debt ​ 35,000 ​ 30,000 ​ 200,000 ​ 48,850 ​ 313,850 Unamortized debt issuance costs (1) ​ ( 64 ) ​ ( 314 ) ​ ( 5,901 ) ​ ( 2,561 ) ​ ( 8,840 ) Total debt ​ 34,936 ​ 29,686 ​ 194,099 ​ 46,289 ​ 305,010 Less current maturities ​ ( 34,936 ) ​ — ​ — ​ ( 7,937 ) ​ ( 42,873 ) Long-term debt ​ $ — ​ $ 29,686 ​ $ 194,099 ​ $ 38,352 $ 262,137 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. See Note 2 for accounting changes as a result of the adoption of ASU No. 2020-06. The following table details the components of our net interest expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Interest expense ​ $ 23,489 ​ $ 30,538 ​ $ 31,186 Capitalized interest (1) ​ ​ — ​ ​ ( 1,182 ) ​ ​ ( 20,246 ) Interest income ​ ​ ( 288 ) ​ ​ ( 825 ) ​ ​ ( 2,607 ) Net interest expense ​ $ 23,201 ​ $ 28,531 ​ $ 8,333 (1) The significant reduction in capitalized interest was attributable to the conclusion of our planned major capital commitments following the completion of the Q7000 in 2020. ​ Note 9 — Income Taxes We are a U.S.-based multinational corporation subject to taxation in multiple jurisdictions. We believe that our deferred tax assets and liabilities for all jurisdictions are reasonable and fairly presented. Tax laws in each jurisdiction, as well as their interactions, are complex and their interpretation requires significant judgment. Components of income tax provision (benefit) reflected in the consolidated statements of operations consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Current tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ ( 1,103 ) ​ $ ( 18,927 ) ​ $ ( 2 ) Foreign ​ 7,347 ​ 4,109 ​ 4,376 Total current ​ $ 6,244 ​ $ ( 14,818 ) ​ $ 4,374 Deferred tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ ( 5,756 ) ​ $ 3,853 ​ $ 3,717 Foreign ​ ( 9,446 ) ​ ( 7,736 ) ​ ( 232 ) Total deferred ​ $ ( 15,202 ) ​ $ ( 3,883 ) ​ $ 3,485 Total income tax provision (benefit) ​ $ ( 8,958 ) ​ $ ( 18,701 ) ​ $ 7,859 ​ 65 Table of Contents Components of income (loss) before income taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Domestic ​ $ ( 53,989 ) ​ $ ( 3,406 ) ​ $ 2,219 Foreign ​ ( 16,653 ) ​ 4,789 ​ 63,337 Income (loss) before income taxes ​ $ ( 70,642 ) ​ $ 1,383 ​ $ 65,556 ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Taxes at U.S. statutory rate ​ $ ( 14,835 ) 21.0 % $ 290 21.0 % $ 13,767 21.0 % Foreign tax provision (benefit) ​ 10,856 ( 15.3 ) ​ ( 3,426 ) ( 247.7 ) ​ ( 6,557 ) ( 10.0 ) ​ CARES Act ​ — — ​ ( 7,596 ) ( 549.2 ) ​ — — ​ Subsidiary restructuring ​ — — ​ ( 8,333 ) ( 602.5 ) ​ — — ​ Valuation allowance release (net of U.S. tax) ​ ​ ( 5,040 ) ​ 7.1 ​ ​ — ​ — ​ ​ — ​ — ​ Other ​ 61 ( 0.1 ) ​ 364 26.2 ​ 649 1.0 ​ Income tax provision (benefit) ​ $ ( 8,958 ) 12.7 % $ ( 18,701 ) ( 1,352.2 ) % $ 7,859 12.0 % ​ The U.S. Coronavirus Aid, Relief, and Economic Security Act (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. Under the CARES Act, we recognized a $ 7.6 million net tax benefit for the year ended December 31, 2020, consisting of an $ 18.9 million current tax benefit (refund claim) and an $ 11.3 million deferred tax expense (reduction in U.S. net operating loss). The refund was received in full during 2021. During the year ended December 31, 2020, we migrated two of our foreign subsidiaries into our U.S. consolidated tax group. As a result, these subsidiaries are not subject to future U.S. branch profits tax and a net deferred tax benefit of $ 8.3 million was recognized. During the year ended December 31, 2021, we released a non-U.S. valuation allowance of $ 6.4 million ($ 5.0 million net of U.S. federal tax benefit) for deferred tax assets as it is more likely than not that they will be fully utilized. Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes. The nature of these differences and the income tax effect of each are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 Deferred tax liabilities: ​ ​ ​ ​ Depreciation ​ $ 137,898 ​ $ 153,226 Debt discounts on 2022 Notes, 2023 Notes and 2026 Notes ​ — ​ 9,298 Prepaid and other ​ ​ 1,088 ​ ​ — Total deferred tax liabilities ​ $ 138,986 ​ $ 162,524 Deferred tax assets: ​ ​ Net operating losses ​ $ ( 56,369 ) ​ $ ( 59,794 ) Reserves, accrued liabilities and other ​ ( 9,698 ) ​ ( 11,631 ) Total deferred tax assets ​ ( 66,067 ) ​ ( 71,425 ) Valuation allowance ​ 14,047 ​ 19,722 Net deferred tax liabilities ​ $ 86,966 ​ $ 110,821 ​ 66 Table of Contents At December 31, 2021, our U.S. net operating losses available for carryforward totaled $ 180.0 million, of which $ 112.3 million will begin to expire between 2035 and 2037, with the remaining $ 67.7 million not subject to expiration. Management believes it is more likely than not that these tax losses will be utilized prior to their expiration. At December 31, 2021, we had $ 5.3 million in gross U.S. tax credits, which included $ 3.0 million of foreign tax credits subject to a full valuation allowance. At December 31, 2021, our non-U.S. net operating losses totaled $ 71.0 million, and do not expire under local tax law. At December 31, 2021, we had accumulated undistributed earnings generated by our non-U.S. subsidiaries without operations in the U.S. of approximately $ 62.9 million. Due to the enactment of the U.S. Tax Cuts and Jobs Act (the “2017 Tax Act”), repatriations of foreign earnings will generally be free of U.S. federal tax but may be subject to changes in future tax legislation that may result in taxation. Management intends to indefinitely reinvest these earnings to fund our international operations. In addition, we expect future U.S. cash generation will be sufficient to meet future U.S. cash needs. Due to complexities in the tax laws and the manner of repatriation, it is not practicable to calculate the deferred income taxes associated with these undistributed earnings. As of December 31, 2021, we had unrecognized tax benefits of $ 0.1 million related to uncertain tax positions, which, if recognized, would affect the annual effective tax rate. Due to the expiration of the statute of limitations as well as effective settlements in 2021 we released the full $ 0.6 million reserve related to uncertain tax positions recorded in 2020. We account for tax-related interest in interest expense and tax penalties in selling, general and administrative expenses. We did not record any interest related to these positions in 2021 as the amount was immaterial. We file tax returns in the U.S. and in various state, local and non-U.S. jurisdictions. We anticipate that any potential adjustments to our state, local and non-U.S. jurisdiction tax returns by taxing authorities would not have a material impact on our financial position. The tax periods from 2018 through 2021 are open to review and examination by the U.S. Internal Revenue Service. In non-U.S. jurisdictions, the open tax periods include 2014 through 2021. ​ Note 10 — Shareholders’ Equity Our amended and restated Articles of Incorporation provide for authorized Common Stock of 240,000,000 shares with no stated par value per share and 5,000,000 shares of preferred stock, $ 0.01 par value per share, issuable in one or more series. In connection with the 2026 Notes offering (Note 8), we entered into the 2026 Capped Calls with three separate option counterparties. The 2026 Capped Calls are for an aggregate of 28,675,900 shares of our common stock, which corresponds to the shares into which the 2026 Notes are initially convertible. The capped call shares are 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 consolidated balance sheet. ​ 67 Table of Contents Note 11 — Stock Buyback Program Our Board of Directors (our “Board”) has granted us the authority to repurchase shares of our common stock in an amount equal to any equity issued to our employees, officers and directors under our share-based compensation plans, including share-based awards under our existing long-term incentive plans and shares issued to our employees under our Employee Stock Purchase Plan (the “ESPP”) (Note 14). We may continue to make repurchases pursuant to this authority from time to time as additional equity is issued under our stock-based plans depending on prevailing market conditions and other factors. As described in an announced plan, all repurchases may be commenced or suspended at any time as determined by management. We have not purchased any shares available under this program since 2015. As of December 31, 2021, 8,182,193 shares of our common stock were available for repurchase under the program. ​ Note 12 — Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by contract duration (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Well ​ ​ ​ Production ​ Intercompany ​ Total ​ Intervention Robotics Facilities Eliminations Revenue Year ended December 31, 2021 ​ ​ ​ ​ ​ Short-term ​ $ 308,734 ​ $ 89,668 ​ $ — ​ $ ( 627 ) ​ $ 397,775 Long-term ​ 207,830 ​ 47,627 ​ 69,348 ​ ( 47,852 ) ​ 276,953 Total ​ $ 516,564 ​ $ 137,295 ​ $ 69,348 ​ $ ( 48,479 ) ​ $ 674,728 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2020 ​ ​ ​ ​ ​ Short-term ​ $ 206,812 ​ $ 117,439 ​ $ — ​ $ — ​ $ 324,251 Long-term ​ 332,437 ​ 60,579 ​ 58,303 ​ ( 42,015 ) ​ 409,304 Total ​ $ 539,249 ​ $ 178,018 ​ $ 58,303 ​ $ ( 42,015 ) ​ $ 733,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2019 ​ ​ ​ ​ ​ Short-term ​ $ 214,926 ​ $ 94,501 ​ $ — ​ $ — ​ $ 309,427 Long-term ​ 378,374 ​ 77,171 ​ 61,210 ​ ( 74,273 ) ​ 442,482 Total ​ $ 593,300 ​ $ 171,672 ​ $ 61,210 ​ $ ( 74,273 ) ​ $ 751,909 ​ Contract Balances 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 consolidated balance sheets (Note 3). Contract assets as of December 31, 2021 and 2020 were $ 0.6 million and $ 2.4 million, respectively. We had no credit losses on our contract assets for the years ended December 31, 2021, 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 consolidated balance sheets (Note 3). Contract liabilities as of December 31, 2021 and 2020 totaled $ 8.7 million and $ 10.0 million, respectively. Revenue recognized for the years ended December 31, 2021, 2020 and 2019 included $ 7.9 million, $ 11.6 million and $ 10.1 million, respectively, that were included in the contract liability balance as 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. 68 Table of Contents Performance Obligations As of December 31, 2021, $ 348.2 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 245.9 million, $ 102.1 million and $ 0.2 million in 2022 , 2023 and 2024 , respectively. 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 December 31, 2021. For the years ended December 31, 2021 and 2020, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were immaterial. For the year ended December 31, 2019, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were $ 2.1 million, which resulted from the recognition of previously constrained variable consideration for contractual adjustments related to withholding taxes in Brazil. 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 consolidated balance sheets (Note 3). Our deferred contract costs as of December 31, 2021 and 2020 totaled $ 3.3 million and $ 24.4 million, respectively. For the years ended December 31, 2021, 2020 and 2019, we recorded $ 39.1 million, $ 35.8 million and $ 31.5 million, respectively, related to amortization of deferred contract costs. There were no associated impairment losses for any period presented. ​ Note 13 — Earnings Per Share The computations of the numerator (income) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying consolidated statements of operations are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 2019 ​ Income Shares Income Shares Income Shares Basic: ​ ​ ​ ​ Net income (loss) attributable to common shareholders ​ $ ( 61,538 ) ​ ​ $ 22,174 ​ $ 57,919 Less: Undistributed earnings allocated to participating securities ​ — ​ ​ ​ ( 140 ) ​ ​ ( 487 ) Less: Accretion of redeemable noncontrolling interests ​ ( 241 ) ​ ​ ​ ( 2,400 ) ​ ​ ( 143 ) Net income (loss) available to common shareholders, basic ​ $ ( 61,779 ) ​ 150,056 ​ $ 19,634 148,993 ​ $ 57,289 147,536 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted: ​ ​ ​ ​ Net income (loss) available to common shareholders, basic ​ $ ( 61,779 ) ​ 150,056 ​ $ 19,634 148,993 ​ $ 57,289 147,536 Effect of dilutive securities: ​ ​ ​ ​ Share-based awards other than participating securities ​ — ​ — ​ — 904 ​ — 2,041 Undistributed earnings reallocated to participating securities ​ — ​ — ​ 1 — ​ 6 — Net income (loss) available to common shareholders, diluted ​ $ ( 61,779 ) ​ 150,056 ​ $ 19,635 149,897 ​ $ 57,295 149,577 ​ 69 Table of Contents We had a net loss for the year ended December 31, 2021. Accordingly, our diluted EPS calculation for these periods excluded any assumed exercise or conversion of common stock equivalents. These common stock equivalents were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands): ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 Diluted shares (as reported) ​ 150,056 Share-based awards ​ 1,282 Total ​ 151,338 ​ The following potentially dilutive shares related to the 2022 Notes, the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 2022 Notes ​ 2,519 ​ 6,537 ​ 8,997 2023 Notes ​ 3,168 ​ 9,391 ​ 13,202 2026 Notes ​ 28,676 ​ 10,891 ​ — ​ ​ ​ Note 14 — Employee Benefit Plans Defined Contribution Plan We sponsor a defined contribution 401(k) retirement plan. Our discretionary contributions are in the form of cash and consist of a 50 % match of each participant’s contribution up to 5 % of the participant’s salary. Our discretionary contributions were suspended for 2021 and re-activated beginning January 2022. For the years ended December 31, 2020 and 2019, we made discretionary employer contributions of $ 1.6 million and $ 1.0 million, respectively, to the 401(k) plan. Employee Stock Purchase Plan On May 15, 2019, our shareholders approved an amendment to and restatement of the ESPP to: (i) increase the shares authorized for issuance by 1.5 million shares and (ii) delegate to an internal administrator the authority to establish the maximum shares purchasable during a purchase period. As of December 31, 2021, 1.6 million shares were available for issuance under the ESPP. 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, subject to certain restrictions and limitations established by the Compensation Committee of our Board (the “Compensation Committee”) and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85 % of the lesser of its fair market value on (i) the first trading day of the purchase period or (ii) the last trading day of the purchase period. The ESPP currently has a purchase limit of 260 shares per employee per purchase period. Long-Term Incentive Plan We currently have one active long-term incentive plan, the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). The 2005 Incentive Plan is administered by the Compensation Committee. The Compensation Committee also determines the type of award to be made to each participant and, as set forth in the related award agreement, the terms, conditions and limitations applicable to each award. The Compensation Committee may grant stock options, restricted stock, RSUs, PSUs and cash awards. Awards that have been granted to employees under the 2005 Incentive Plan have a vesting period of three years (or 33 % per year) with the exception of PSUs, which vest 100 % on the third anniversary date of the grant. 70 Table of Contents On May 15, 2019, our shareholders approved an amendment to and restatement of the 2005 Incentive Plan to: (i) authorize 7.0 million additional shares for issuance pursuant to our equity incentive compensation strategy, (ii) establish a maximum award limit applicable to independent members of our Board under the 2005 Incentive Plan, (iii) require, subject to certain exceptions, that all awards under the 2005 Incentive Plan have a minimum vesting or restriction period of one year and (iv) remove certain requirements with respect to performance-based compensation under Section 162(m) of the Internal Revenue Code that were repealed by the 2017 Tax Act. The 2005 Incentive Plan currently has 17.3 million shares authorized for issuance, which includes a maximum of 2.0 million shares that may be granted as incentive stock options. As of December 31, 2021, there were 5.6 million shares available for issuance under the 2005 Incentive Plan and no incentive stock options are currently outstanding. The following grants of share-based awards were made in 2021 under the 2005 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant Date ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Date of Grant Award Type Shares/Units Per Share/Unit Vesting Period January 1, 2021 (1) RSU 452,381 ​ $ 4.20 33 % per year over three years January 4, 2021 (1) PSU 452,381 ​ $ 5.33 100 % on January 4, 2024 January 4, 2021 (2) Restricted stock 14,249 ​ $ 4.20 100 % on January 1, 2023 April 1, 2021 (2) Restricted stock 9,282 ​ $ 5.05 100 % on January 1, 2023 July 1, 2021 (2) Restricted stock 8,403 ​ $ 5.71 100 % on January 1, 2023 July 23, 2021 (2) Restricted stock 14,664 ​ $ 4.54 100 % on July 23, 2022 October 1, 2021 (2) Restricted stock 12,685 ​ $ 3.88 100 % on January 1, 2023 December 8, 2021 (2) Restricted stock 273,558 ​ $ 3.29 100 % on December 8, 2022 (1) Reflects grants to our executive officers. (2) Reflects grants to certain independent members of our Board. In January 2022, we granted our executive officers 1,065,705 RSUs and 1,065,705 PSUs under the 2005 Incentive Plan. The grant date fair value of the RSUs was $ 3.12 per unit or $ 3.3 million. The grant date fair value of the PSUs was $ 4.25 per unit or $ 4.5 million. PSUs and RSUs issued in 2022 are payable in either cash or stock at the discretion of the Compensation Committee. Also in January 2022, we granted $ 5.0 million of fixed value cash awards to select management employees under the 2005 Incentive Plan. Restricted Stock Awards We grant restricted stock to members of our Board and from time to time our executive officers and select management employees. The following table summarizes information about our restricted stock: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ 2019 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ Shares Fair Value (1) Shares Fair Value (1) Shares Fair Value (1) Awards outstanding at beginning of year 1,176,951 ​ $ 6.61 1,173,045 ​ $ 6.81 1,320,989 ​ $ 7.40 Granted 332,841 ​ 3.59 667,752 ​ 7.06 846,835 ​ 6.02 Vested (2) ( 656,066 ) ​ 6.35 ( 631,498 ) ​ 7.52 ( 993,361 ) ​ 6.92 Forfeited — ​ — ( 32,348 ) ​ 5.41 ( 1,418 ) ​ 8.82 Awards outstanding at end of year 853,726 ​ $ 5.62 1,176,951 ​ $ 6.61 1,173,045 ​ $ 6.81 (1) Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant. (2) Total fair value of restricted stock that vested during the years ended December 31, 2021, 2020 and 2019 was $ 2.6 million, $ 5.4 million and $ 6.5 million, respectively. 71 Table of Contents For the years ended December 31, 2021, 2020 and 2019, $ 3.3 million, $ 4.2 million and $ 6.2 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2021 totaled approximately $ 2.2 million. The weighted average vesting period related to unvested restricted stock at December 31, 2021 was approximately 0.7 years. PSU Awards Our PSUs that were granted prior to 2021 are to be settled solely in shares of our common stock and are accounted for as equity awards. Those PSUs contain a service condition and a market condition. PSUs granted in 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and are initially accounted for as equity awards. The PSUs granted in 2021 consist of two components: (i) 50 % based on the performance of our common stock against peer group companies, which contains a service condition and a market condition, and (ii) 50 % based on cumulative total Free Cash Flow, which contains a service condition and a performance condition. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. The maximum payout at vesting of our PSUs is 200 % of the original PSU awards and the minimum payout is zero . The following table summarizes information about our equity PSU awards: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ 2019 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ Units Fair Value (1) Units Fair Value (1) Units Fair Value (1) Equity PSU awards outstanding at beginning of year 1,297,126 ​ $ 9.99 1,565,044 ​ $ 10.17 1,006,360 ​ $ 11.76 Granted 452,381 ​ 5.33 369,938 ​ 13.15 688,540 ​ 7.60 Vested ( 368,038 ) ​ 10.44 ( 589,335 ) ​ 12.64 — ​ — Forfeited — ​ — ( 48,521 ) ​ 7.60 ( 129,856 ) ​ 8.91 Equity PSU awards outstanding at end of year 1,381,469 ​ $ 8.34 1,297,126 ​ $ 9.99 1,565,044 ​ $ 10.17 (1) Represents the weighted average grant date fair value. For the years ended December 31, 2021, 2020 and 2019, $ 4.1 million, $ 4.0 million and $ 5.1 million, respectively, were recognized as share-based compensation related to equity PSUs. Future compensation cost associated with unvested equity PSU awards at December 31, 2021 totaled approximately $ 3.9 million. The weighted average vesting period related to unvested equity PSUs at December 31, 2021 was approximately 0.9 year. In January 2022, 559,150 equity PSUs granted in 2019 vested at 157 %, representing 876,469 shares of our common stock with a total market value of $ 3.2 million. In January 2021, 368,038 equity PSUs granted in 2018 vested at 200 %, representing 736,075 shares of our common stock with a total market value of $ 3.1 million. In January 2020, 589,335 equity PSUs granted in 2017 vested at 200 %, representing 1,178,670 shares of our common stock with a total market value of $ 11.4 million. RSU Awards RSUs granted in 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards. Compensation cost recognized for the year ended December 31, 2021 was $ 0.5 million, which reflects the value of RSUs that were granted in 2021 and paid out in January 2022. Cash Awards In 2021, 2020 and 2019, we granted $ 3.5 million, $ 4.7 million and $ 4.6 million, respectively, of fixed value cash awards to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years . For the years ended December 31, 2021, 2020 and 2019, we recognized compensation costs of $ 4.0 million and $ 4.4 million and $ 3.2 million, respectively, which reflected the cash payouts made in January 2022, 2021 and 2020, respectively. ​ 72 Table of Contents Note 15 — Business Segment Information We have three reportable business segments: Well Intervention, Robotics and Production Facilities. Our U.S., U.K. and Brazil well intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes. Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing production enhancement or decommissioning operations 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 the Siem Helix 1 and Siem Helix 2 chartered vessels. Our well intervention equipment includes intervention systems, some of which we provide on a stand-alone basis. Our Robotics segment provides offshore construction, trenching, seabed clearance and IRM services to both the oil and gas and the renewable energy markets globally. Additionally, our Robotics services are used in and complement our well intervention services. Our Robotics segment includes ROVs, trenchers and robotics support vessels under long-term charter as well as spot vessels as needed. Our Production Facilities segment includes the HP I , the HFRS and our ownership of oil and gas properties (Note 16). All material intercompany transactions between the segments have been eliminated. We evaluate our performance based on operating income of each reportable segment. Certain financial data by reportable segment are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Net revenues — ​ ​ ​ ​ ​ Well Intervention ​ $ 516,564 ​ $ 539,249 ​ $ 593,300 Robotics ​ 137,295 ​ 178,018 ​ 171,672 Production Facilities ​ 69,348 ​ 58,303 ​ 61,210 Intercompany eliminations ​ ( 48,479 ) ​ ( 42,015 ) ​ ( 74,273 ) Total ​ $ 674,728 ​ $ 733,555 ​ $ 751,909 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations — ​ ​ ​ Well Intervention ​ $ ( 35,882 ) ​ $ 26,855 ​ $ 89,564 Robotics ​ 5,762 ​ 13,755 ​ 7,261 Production Facilities ​ 22,906 ​ 15,975 ​ 17,160 Segment operating income (loss) ​ ( 7,214 ) ​ 56,585 ​ 113,985 Goodwill impairment (1) ​ — ​ ( 6,689 ) ​ — Corporate, eliminations and other ​ ( 41,473 ) ​ ( 36,871 ) ​ ( 45,988 ) Total ​ $ ( 48,687 ) ​ $ 13,025 ​ $ 67,997 Net interest expense ​ ​ ( 23,201 ) ​ ​ ( 28,531 ) ​ ​ ( 8,333 ) Other non-operating income (expense), net ​ ​ 1,246 ​ ​ 16,889 ​ ​ 5,892 Income (loss) before income taxes ​ $ ( 70,642 ) ​ $ 1,383 ​ $ 65,556 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures — ​ ​ ​ ​ ​ ​ ​ ​ ​ Well Intervention ​ $ 2,349 ​ $ 19,523 ​ $ 139,212 Robotics ​ 120 ​ 257 ​ 417 Production Facilities ​ 6,770 ​ — ​ 123 Corporate, eliminations and other ​ ( 917 ) ​ 464 ​ 1,102 Total ​ $ 8,322 ​ $ 20,244 ​ $ 140,854 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ Well Intervention ​ $ 107,551 ​ $ 101,756 ​ $ 80,153 Robotics ​ 15,158 ​ 15,952 ​ 16,459 Production Facilities ​ 19,465 ​ 15,652 ​ 15,658 Corporate and eliminations ​ ( 660 ) ​ 349 ​ 450 Total ​ $ 141,514 ​ $ 133,709 ​ $ 112,720 (1) Relates to the impairment of the entire STL goodwill balance (Note 7). 73 Table of Contents Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 2020 2019 Well Intervention (1) ​ $ 21,521 ​ $ 15,039 ​ $ 43,484 Robotics ​ 26,958 ​ 26,976 ​ 30,789 Total ​ $ 48,479 ​ $ 42,015 ​ $ 74,273 (1) Amount for the year ended December 31, 2019 included $ 27.5 million associated with the P&A work on our oil and gas properties in our Production Facilities segment (Note 16). Revenues by individually significant geographic location are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 U.S. ​ $ 232,661 ​ $ 304,563 ​ $ 297,162 U.K. ​ 100,154 ​ 133,005 ​ 193,903 Brazil ​ 154,326 ​ 208,565 ​ 216,796 West Africa ​ ​ 126,856 ​ ​ 41,840 ​ ​ 646 Other ​ 60,731 ​ 45,582 ​ 43,402 Total ​ $ 674,728 ​ $ 733,555 ​ $ 751,909 ​ Our operational assets work in various regions around the world such as the Gulf of Mexico, Brazil, the North Sea, Asia Pacific and West Africa. The following table provides our property and equipment, net of accumulated depreciation, by individually significant geographic location where those assets are based (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2021 2020 U.S. ​ $ 693,062 ​ $ 750,986 U.K. (1) ​ 713,385 ​ 764,070 Brazil (2) ​ 251,194 ​ 267,896 Singapore ​ 4 ​ 12 Total ​ $ 1,657,645 ​ $ 1,782,964 (1) Includes the Q7000 and certain other assets that are based in the U.K. but are currently operating in West Africa and may also operate in the North Sea, Asia Pacific and other regions. (2) Includes the equipment on the Siem Helix 1 chartered vessel and certain other assets that are based in Brazil but are currently operating in West Africa and may also operate in the North Sea, Asia Pacific and other regions. Segment assets are comprised of all assets attributable to each reportable segment. Corporate and other includes all assets not directly identifiable with our business segments, most notably the majority of our cash and cash equivalents. The following table reflects total assets by reportable segment (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ December 31, ​ 2021 2020 Well Intervention ​ $ 2,012,214 ​ $ 2,134,081 Robotics ​ 96,249 ​ 132,550 Production Facilities ​ 119,004 ​ 129,773 Corporate and other ​ 98,561 ​ 101,874 Total ​ $ 2,326,028 ​ $ 2,498,278 ​ ​ ​ ​ 74 Table of Contents Note 16 — Asset Retirement Obligations Our AROs relate to our Droshky oil and gas properties that we acquired from Marathon Oil Corporation (“Marathon Oil”) in January 2019. In connection with assuming the P&A obligations related to those assets, we are entitled to receive agreed-upon amounts from Marathon Oil as the P&A work is completed. The following table describes the changes in our AROs (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 2020 2019 AROs at January 1, ​ $ 30,913 ​ $ 28,258 ​ $ — Liability incurred during the period ​ ​ — ​ ​ — ​ ​ 53,294 Liability settled during the period ​ ​ — ​ ​ — ​ ​ ( 28,296 ) Revisions in estimates ​ ( 2,631 ) ​ — ​ 822 Accretion expense ​ 1,376 ​ 2,655 ​ 2,438 AROs at December 31, ​ $ 29,658 ​ $ 30,913 ​ $ 28,258 ​ ​ ​ Note 17 — Commitments and Contingencies and Other Matters Commitments We have long-term charter agreements with Siem Offshore AS (“Siem”) for the Siem Helix 1 and Siem Helix 2 vessels, which historically have been used in connection with our contracts with Petrobras to perform well intervention work offshore Brazil. The initial term of the charter agreements with Siem is for seven years , with options to extend. The Siem Helix 1 charter expires June 2023 and the Siem Helix 2 charter expires February 2024. We have time charter agreements for the Grand Canyon II and Grand Canyon III vessels. The expiration date of the Grand Canyon II charter was extended to December 2022, with an option to renew. The Grand Canyon III charter expires May 2023. Contingencies and Claims We believe that there are currently no contingencies that would have a material adverse effect on our financial position, results of operations and cash flows. Litigation We are involved in various legal proceedings, some involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act. In addition, from time to time we receive other claims, such as contract and employment-related disputes, in the normal course of business. We are currently involved in several lawsuits filed by current and former offshore employees seeking overtime compensation. These suits are brought as collective actions and are in various stages of litigation. In one such lawsuit, during the third quarter 2021 the United States Court of Appeals for the Fifth Circuit issued a ruling adverse to us that may also have implications for some of the other cases in which we are involved, as well as the way offshore personnel are compensated throughout our industry. We have further appealed this matter and continue to vigorously defend these lawsuits. Notwithstanding that we believe we retain valid defenses, at this time we have established a liability for probable losses in certain of these matters. The final outcome of these matters remains uncertain and the ultimate liability to us could be more or less than the liability established. ​ 75 Table of Contents Note 18 — Statement of Cash Flow Information The following table provides supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2021 2020 2019 Interest paid, net of interest capitalized ​ $ 20,719 ​ $ 15,943 ​ $ 1,909 Income taxes paid (1) ​ 8,310 ​ 7,434 ​ 8,856 (1) Exclusive of income tax refunds. During the year ended December 31, 2021, we received $ 18.9 million in refunds related to the CARES Act. Our capital additions include the acquisition of property and equipment for which payment has not been made. As of December 31, 2021 and 2020, these non-cash capital additions totaled $ 0.3 million and $ 1.6 million, respectively. ​ Note 19 — Allowance Accounts The following table sets forth the activity in our valuation accounts for each of the three years in the period ended December 31, 2021 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for ​ Deferred Tax Asset ​ Credit Losses Valuation Allowance Balance at December 31, 2018 ​ $ — ​ $ 17,940 Adjustments ​ — ​ 691 Balance at December 31, 2019 ​ ​ — ​ ​ 18,631 Additions (1) ​ ​ 2,684 ​ ​ — Adjustments (2) ​ ​ 785 ​ ​ 1,091 Balance at December 31, 2020 ​ ​ 3,469 ​ ​ 19,722 Reductions (1) ​ ( 146 ) ​ — Write-offs (3) ​ ​ ( 1,846 ) ​ ​ — Adjustments (4) ​ — ​ ( 5,675 ) Balance at December 31, 2021 ​ $ 1,477 ​ $ 14,047 (1) Additions (reductions) in allowance for credit losses reflect credit loss reserves during the respective years, including a $ 1.7 million credit loss reserve in 2020 related to a receivable in our Robotics segment. (2) The adjustment in allowance for credit losses reflects provision for current expected credit losses upon the adoption of ASU No. 2016-13 on January 1, 2020. (3) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible. (4) The decrease in valuation allowance primarily relates to the valuation allowance release for certain of our U.K. operations. See Note 2 for a detailed discussion regarding our accounting policy on accounts receivable and allowance for credit losses as well as the adoption of ASU No. 2016-13. See Note 9 for a detailed discussion of the valuation allowance related to our deferred tax assets. ​ 76 Table of Contents Note 20 — Fair Value Measurements Assets and liabilities measured at fair value are based on one or more of three valuation approaches 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). Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments. The principal amount and estimated fair value of our long-term debt are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 ​ December 31, 2020 ​ ​ Principal ​ Fair ​ Principal ​ Fair ​ Amount (1) Value (2) (3) Amount (1) Value (2) (3) Term Loan (repaid September 2021) (4) ​ $ — ​ $ — ​ $ 29,750 ​ $ 28,969 Nordea Q5000 Loan (matured January 2021) (5) ​ — ​ — ​ 53,572 ​ 53,598 MARAD Debt (matures February 2027) ​ 48,850 ​ 52,481 ​ 56,410 ​ 62,318 2022 Notes (mature May 2022) ​ 35,000 ​ 34,794 ​ 35,000 ​ 33,513 2023 Notes (mature September 2023) ​ 30,000 ​ 29,054 ​ 30,000 ​ 28,650 2026 Notes (mature February 2026) ​ 200,000 ​ 200,562 ​ 200,000 ​ 211,383 Total debt ​ $ 313,850 ​ $ 316,891 ​ $ 404,732 ​ $ 418,431 (1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 8 for additional disclosures on our long-term debt. (2) The estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 Notes was determined using Level 1 fair value inputs under the market approach. The fair value of the Term Loan, the Nordea Q5000 Loan and the MARAD Debt was estimated using Level 2 fair value inputs under the market approach, which was determined using a third-party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms. (3) The principal amount and estimated fair value of the 2022 Notes, the 2023 Notes and the 2026 Notes are for the entire instrument inclusive of the conversion feature, which had been accounted for in shareholders’ equity through December 31, 2020. (4) The Term Loan was fully repaid in September 2021 concurrent with our entering into the ABL Facility (Note 8). (5) The Nordea Q5000 Loan was fully repaid upon maturity in January 2021 (Note 8). ​ Note 21 — Derivative Instruments and Hedging Activities In June 2015, we entered into interest rate swap contracts to fix the interest rate on $ 187.5 million of the Nordea Q5000 Loan (Note 8). These swap contracts expired in April 2020. Our interest rate swap contracts qualified for cash flow hedge accounting treatment. In February 2013, we entered into foreign currency exchange contracts to hedge our foreign currency exposure associated with the Grand Canyon II and Grand Canyon III charter payments denominated in the Norwegian kroner through July 2019 and February 2020, respectively. A portion of our foreign currency exchange contracts qualified for hedge accounting treatment. 77 Table of Contents We had no derivative instruments as of December 31, 2021 and 2020. The following tables present the impact that derivative instruments designated as hedging instruments had on our accumulated OCI (net of tax) and our consolidated statements of operations for the years ended December 31, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized Loss Recognized in OCI ​ ​ Year Ended December 31, ​ 2020 2019 Foreign exchange contracts ​ $ ( 54 ) ​ $ ( 315 ) Interest rate swaps ​ ( 41 ) ​ ( 365 ) ​ ​ $ ( 95 ) ​ $ ( 680 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Location of Gain (Loss) ​ Gain (Loss) Reclassified from ​ ​ Reclassified from ​ Accumulated OCI into Earnings ​ ​ Accumulated OCI into ​ Year Ended December 31, ​ Earnings 2020 2019 Foreign exchange contracts Cost of sales ​ $ ( 455 ) ​ $ ( 6,125 ) Interest rate swaps Net interest expense ​ 3 ​ 655 ​ ​ ​ ​ $ ( 452 ) ​ $ ( 5,470 ) ​ The following table presents the impact that derivative instruments not designated as hedging instruments had on our consolidated statements of operations for the years ended December 31, 2020 and 2019 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Loss Recognized in Earnings ​ ​ Location of Loss ​ Year Ended December 31, ​ Recognized in Earnings 2020 2019 Foreign exchange contracts Other income (expense), net ​ $ ( 81 ) ​ $ ( 378 ) ​ ​ ​ ​ $ ( 81 ) ​ $ ( 378 ) ​ ​ ​ ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​