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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, 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, 2022, 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 23, 2023 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 Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate 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 critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 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, 2022 was $1,642 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. 47 Table of Contents 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. Fair value measurement of contingent consideration and property and equipment acquired in the Alliance acquisition As discussed in Note 3 to the consolidated financial statements, on July 1, 2022, the Company acquired the Alliance group of companies (Alliance) in a business combination for total purchase consideration of $145.7 million, including contingent consideration related to the post-closing earn-out consideration. In connection with the transaction, the purchase price consideration was allocated to the assets acquired and liabilities assumed of Alliance based upon their fair values as of the acquisition date, primarily comprised of property and equipment which the Company estimated the fair value to be approximately $117.3 million. The acquisition date fair value of the contingent consideration was approximately $26.7 million and year end fair value was approximately $42.8 million. We identified the evaluation of the fair value measurement of the contingent consideration and the property and equipment acquired in the Alliance acquisition, including the subsequent fair value measurement of the contingent consideration, as a critical audit matter. Specifically, there was complex auditor judgment involved in evaluating (1) the weighted average cost of capital and the expected gross profit assumptions used to estimate the fair value of the contingent consideration which was sensitive to changes in those assumptions and (2) the estimated replacement cost and economic obsolescence assumptions used to determine the fair value of the property and equipment. 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 over the Company’s acquisition-date and year-end valuation process, including controls related to the determination of the assumptions listed above. We evaluated the reasonableness of the Company’s forecasted gross profit as of the acquisition date and year-end for the period of the contingent consideration by comparing the forecast to (1) Alliance’s historical gross profit trends, (2) Alliance’s actual performance subsequent to the acquisition, and (3) external economic and market data. In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating: ● the weighted average cost of capital assumption by independently developing a range of rates using publicly available market interest rate data ● the Company’s assumptions over the estimated replacement cost including economic obsolescence applied by comparing selected trends and data with leading industry sources. /s/ KPMG LLP We have served as the Company’s auditor since 2016. Houston, Texas February 23, 2023 ​ 48 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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, and the related notes (collectively, the consolidated financial statements), and our report dated February 23, 2023 expressed an unqualified opinion on those consolidated financial statements. The Company acquired the Alliance group of companies during 2022, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022, the Alliance group of companies’ internal control over financial reporting associated with approximately 8.7% of total assets and 14.3% of total revenues included in the consolidated financial statements of the Company as of and for the year ended December 31, 2022. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of the Alliance group of companies. 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 23, 2023 49 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 ​ ​ ​ ​ ​ ​ ​ ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 186,604 ​ $ 253,515 Restricted cash ​ 2,507 ​ 73,612 Accounts receivable, net of allowance for credit losses of $ 2,277 and $ 1,477 , respectively ​ 212,779 ​ 144,137 Other current assets ​ 58,699 ​ 58,274 Total current assets ​ 460,589 ​ 529,538 Property and equipment ​ 3,016,312 ​ 2,938,154 Less accumulated depreciation ​ ( 1,374,697 ) ​ ( 1,280,509 ) Property and equipment, net ​ 1,641,615 ​ 1,657,645 Operating lease right-of-use assets ​ 197,849 ​ 104,190 Deferred recertification and dry dock costs, net ​ ​ 38,778 ​ ​ 16,291 Other assets, net ​ 50,507 ​ 18,364 Total assets ​ $ 2,389,338 ​ $ 2,326,028 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 135,267 ​ $ 87,959 Accrued liabilities ​ 73,574 ​ 91,712 Current maturities of long-term debt ​ 38,200 ​ 42,873 Current operating lease liabilities ​ 50,914 ​ 55,739 Total current liabilities ​ 297,955 ​ 278,283 Long-term debt ​ 225,875 ​ 262,137 Operating lease liabilities ​ 154,686 ​ 50,198 Deferred tax liabilities ​ 98,883 ​ 86,966 Other non-current liabilities ​ 95,230 ​ 975 Total liabilities ​ 872,629 ​ 678,559 Commitments and contingencies ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ ​ Common stock, no par, 240,000 shares authorized, 151,935 and 151,124 shares issued, respectively ​ 1,298,740 ​ 1,292,479 Retained earnings ​ 323,288 ​ 411,072 Accumulated other comprehensive loss ​ ( 105,319 ) ​ ( 56,082 ) Total shareholders’ equity ​ 1,516,709 ​ 1,647,469 Total liabilities and shareholders’ equity ​ $ 2,389,338 ​ $ 2,326,028 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 50 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Net revenues ​ $ 873,100 ​ $ 674,728 ​ $ 733,555 Cost of sales ​ 822,484 ​ 659,335 ​ 653,646 Gross profit ​ 50,616 ​ 15,393 ​ 79,909 Gain (loss) on disposition of assets, net ​ — ​ ( 631 ) ​ 889 Goodwill impairment ​ — ​ — ​ ( 6,689 ) Acquisition and integration costs ​ ​ ( 2,664 ) ​ ​ — ​ ​ — Change in fair value of contingent consideration ​ ​ ( 16,054 ) ​ ​ — ​ ​ — Selling, general and administrative expenses ​ ( 76,753 ) ​ ( 63,449 ) ​ ( 61,084 ) Income (loss) from operations ​ ( 44,855 ) ​ ( 48,687 ) ​ 13,025 Equity in earnings (losses) of investment ​ 8,262 ​ ( 1 ) ​ 216 Net interest expense ​ ( 18,950 ) ​ ( 23,201 ) ​ ( 28,531 ) Gain (loss) on extinguishment of long-term debt ​ — ​ ( 136 ) ​ 9,239 Other income (expense), net ​ ( 23,330 ) ​ ( 1,490 ) ​ 4,724 Royalty income and other ​ 3,692 ​ 2,873 ​ 2,710 Income (loss) before income taxes ​ ( 75,181 ) ​ ( 70,642 ) ​ 1,383 Income tax provision (benefit) ​ 12,603 ​ ( 8,958 ) ​ ( 18,701 ) Net income (loss) ​ ( 87,784 ) ​ ( 61,684 ) ​ 20,084 Net loss attributable to redeemable noncontrolling interests ​ — ​ ( 146 ) ​ ( 2,090 ) Net income (loss) attributable to common shareholders ​ $ ( 87,784 ) ​ $ ( 61,538 ) ​ $ 22,174 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings (loss) per share of common stock: ​ ​ ​ Basic ​ $ ( 0.58 ) ​ $ ( 0.41 ) ​ $ 0.13 Diluted ​ $ ( 0.58 ) ​ $ ( 0.41 ) ​ $ 0.13 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ Basic ​ 151,276 ​ 150,056 ​ 148,993 Diluted ​ 151,276 ​ 150,056 ​ 149,897 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 51 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 ​ 2020 Net income (loss) ​ $ ( 87,784 ) $ ( 61,684 ) ​ $ 20,084 Other comprehensive income (loss), net of tax: ​ ​ ​ ​ Net unrealized loss on hedges arising during the period ​ — ​ — ​ ​ ( 95 ) Reclassifications into earnings ​ — ​ — ​ ​ 452 Income taxes on hedges ​ — ​ — ​ ​ ( 72 ) Net change in hedges, net of tax ​ — ​ — ​ ​ 285 Foreign currency translation gain (loss) ​ ( 49,237 ) ​ ( 4,462 ) ​ ​ 12,835 Other comprehensive income (loss), net of tax ​ ( 49,237 ) ​ ( 4,462 ) ​ ​ 13,120 Comprehensive income (loss) ​ ( 137,021 ) ​ ( 66,146 ) ​ ​ 33,204 Less comprehensive loss attributable to redeemable noncontrolling interests: ​ ​ ​ ​ Net loss ​ — ​ ( 146 ) ​ ​ ( 2,090 ) Foreign currency translation gain ​ — ​ 50 ​ ​ 90 Comprehensive loss attributable to redeemable noncontrolling interests ​ — ​ ( 96 ) ​ ​ ( 2,000 ) Comprehensive income (loss) attributable to common shareholders ​ $ ( 137,021 ) $ ( 66,050 ) ​ $ 35,204 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 52 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, 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 ​ $ — Net loss — ​ — ​ ( 87,784 ) ​ — ​ ( 87,784 ) ​ — Foreign currency translation adjustments — ​ — ​ — ​ ( 49,237 ) ​ ( 49,237 ) ​ — Activity in company stock plans, net and other 811 ​ ( 991 ) ​ — ​ — ​ ( 991 ) ​ — Share-based compensation — ​ 7,252 ​ — ​ — ​ 7,252 ​ — Balance, December 31, 2022 151,935 ​ $ 1,298,740 ​ $ 323,288 ​ $ ( 105,319 ) ​ $ 1,516,709 ​ $ — ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 53 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 ​ 2021 ​ 2020 Cash flows from operating activities: ​ ​ ​ ​ ​ Net income (loss) ​ $ ( 87,784 ) ​ $ ( 61,684 ) ​ $ 20,084 Adjustments to reconcile net income (loss) to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 142,686 ​ 141,514 ​ 133,709 Goodwill impairment ​ — ​ — ​ 6,689 Amortization of debt discounts ​ — ​ — ​ 6,964 Amortization of debt issuance costs ​ 2,334 ​ 3,179 ​ 3,177 Share-based compensation ​ 7,451 ​ 7,689 ​ 8,568 Deferred income taxes ​ 4,386 ​ ( 15,202 ) ​ ( 3,883 ) Equity in (earnings) losses of investment ​ ( 8,262 ) ​ 1 ​ ( 216 ) (Gain) loss on disposition of assets, net ​ — ​ 631 ​ ( 889 ) (Gain) loss on extinguishment of long-term debt ​ — ​ 136 ​ ( 9,239 ) Unrealized gain on derivative contracts, net ​ — ​ — ​ ( 601 ) Unrealized foreign currency (gain) loss ​ 21,596 ​ 2,252 ​ ( 2,665 ) Change in fair value of contingent consideration ​ ​ 16,054 ​ ​ — ​ ​ — Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable, net ​ ( 29,865 ) ​ ( 14,154 ) ​ ( 8,419 ) Other current assets ​ ​ 7,593 ​ ​ 22,973 ​ ​ ( 28,664 ) Income tax payable, net of income tax receivable ​ ( 49 ) ​ 18,610 ​ ( 22,124 ) Accounts payable and accrued liabilities ​ 9,807 ​ 46,645 ​ 10,830 Deferred recertification and dry dock costs, net ​ ​ ( 35,072 ) ​ ​ ( 9,620 ) ​ ​ ( 19,348 ) Other, net ​ 233 ​ ( 2,853 ) ​ 4,827 Net cash provided by operating activities ​ 51,108 ​ 140,117 ​ 98,800 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ Alliance acquisition, net of cash acquired ​ ( 112,625 ) ​ — ​ — Capital expenditures ​ ( 33,504 ) ​ ( 8,322 ) ​ ( 20,244 ) Distribution from equity investment, net ​ 7,840 ​ — ​ — Proceeds from sale of assets ​ ​ — ​ ​ 51 ​ ​ 963 Net cash used in investing activities ​ ( 138,289 ) ​ ( 8,271 ) ​ ( 19,281 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ Proceeds from convertible senior notes ​ — ​ — ​ 200,000 Repayment of convertible senior notes ​ ( 35,000 ) ​ — ​ ( 183,150 ) Repayment of Term Loan ​ — ​ ( 29,826 ) ​ ( 3,500 ) Repayment of Nordea Q5000 Loan ​ — ​ ( 53,572 ) ​ ( 35,714 ) Repayment of MARAD Debt ​ ( 7,937 ) ​ ( 7,560 ) ​ ( 7,200 ) Capped call transactions ​ — ​ — ​ ( 10,625 ) Debt issuance costs ​ ( 580 ) ​ ( 1,337 ) ​ ( 7,747 ) Acquisition of redeemable noncontrolling interests ​ ​ — ​ ​ ( 2,355 ) ​ ​ — Payments related to tax withholding for share-based compensation ​ ( 1,902 ) ​ ( 2,001 ) ​ ( 5,264 ) Proceeds from issuance of ESPP shares ​ 575 ​ 654 ​ 622 Net cash used in financing activities ​ ( 44,844 ) ​ ( 95,997 ) ​ ( 52,578 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ ( 5,991 ) ​ ( 42 ) ​ 1,818 Net increase (decrease) in cash and cash equivalents and restricted cash ​ ( 138,016 ) ​ 35,807 ​ 28,759 Cash and cash equivalents and restricted cash: ​ ​ ​ Balance, beginning of year ​ 327,127 ​ 291,320 ​ 262,561 Balance, end of year ​ $ 189,111 ​ $ 327,127 ​ $ 291,320 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 54 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, robotics and full-field decommissioning operations. Our services are centered toward and well positioned to facilitate global energy transition by maximizing production of remaining oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas fields. We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of Mexico, U.S. East Coast, Brazil, North Sea, Asia Pacific and West Africa regions. We have expanded our service capabilities to the Gulf of Mexico shelf with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022. Our North Sea operations and our Gulf of Mexico shelf operations related to our Alliance acquisition 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 four reportable business segments: Well Intervention, Robotics, Production Facilities and our new reporting segment, Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business (Note 14). 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 such as intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module, some of which we provide on a stand-alone basis. Our Robotics segment provides trenching, seabed clearance, offshore construction and 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, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed. Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries predominantly in the Gulf of Mexico shelf, including offshore oilfield decommissioning and ‎reclamation, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services. Our Shallow Water Abandonment segment includes a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat and plug and abandonment (“P&A”) and coiled tubing systems. Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), the Helix Fast Response System (the “HFRS”), and our ownership of mature oil and gas properties. All of our current Production Facilities activities are located in the Gulf of Mexico. ​ 55 Table of Contents 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. 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, 2022 consisted of $ 2.5 million pledged toward our asset-based credit agreement (the “ABL Facility”). 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 the ABL Facility. These cash pledges increase the availability under the ABL Facility. 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 18). 56 Table of Contents Business Combinations Business combinations are accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price consideration is allocated to the assets acquired and liabilities assumed based upon estimates of their fair values as of the acquisition date. Fair values of the assets acquired and liabilities assumed are measured in accordance with ASC Topic 820, Fair Value Measurement, using income approach, cost approach and other applicable valuation techniques. The fair value of property, plant and equipment acquired from the acquisition was estimated primarily by applying the cost approach. The key assumptions of the cost approach include replacement cost new, physical deterioration, functional and economic obsolescence and economic useful life. The fair value of intangible assets acquired from the acquisition was estimated primarily by applying the income approach. The key assumptions of the income approach include revenue projections, royalty rates and economic useful life. For certain other assets and liabilities, those fair values are consistent with historical carrying values. The purchase price allocation is subject to revision to reflect new information obtained about facts and circumstances that existed at the acquisition date. The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, must be finalized as soon as practicable, but no later than one year from the closing of the acquisition. Contingent consideration payable in cash, which is included in “Other non-current liabilities” in the accompanying consolidated balance sheet (Note 4), is initially measured at fair value and included as part of the purchase price and subsequently measured at fair value at the end of each reporting period with changes in value reported in earnings until the liability is settled. Acquisition and integration costs consist of legal and professional fees as well as costs incurred to integrate the acquiree’s operations and systems and to align its financial processes and procedures with those of Helix. Those costs are expensed as incurred and are presented separately from “Selling, general and administrative expenses” in the consolidated statements of operations. Also presented separately are the changes in fair value of the contingent earn-out consideration (Note 19). Property and Equipment Property and equipment (including oil and gas properties) acquired separately from a business combination is recorded initially at cost and subsequently 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 7) and is included as an investing cash outflow in the consolidated statements of cash flows. Equity Investment We have a 20 % ownership interest in Independence Hub, LLC (“Independence Hub”), which is included in our Production Facilities segment. We account for our ownership interest in Independence Hub using the equity method of accounting. In May 2022, we received a net cash distribution of $ 7.8 million from the sale of the “Independence Hub” platform owned by Independence Hub. 57 Table of Contents 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 3). Deferred Recertification and Dry Dock Costs Our vessels and systems 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 24 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 system 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 system are capitalized and depreciated over the asset’s remaining economic useful life. Routine repairs and maintenance costs are expensed as incurred. During the years ended December 31, 2022, 2021 and 2020, amortization expense related to deferred recertification and dry dock costs was $ 14.0 million, $ 14.6 million and $ 14.3 million, respectively. 58 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 trenching and burial of pipelines and cables as well as seabed clearing for the oil and gas and the renewable energy markets and to provide offshore construction and IRM services to oil and gas companies. We also provide integrated robotic services by supplying vessels that deploy ROVs and trenchers. We generate revenue in our Production Facilities segment by supplying vessels, personnel and equipment for oil and natural gas processing, well control response services, and oil and gas production from owned properties. We generate revenue in our new Shallow Water Abandonment segment by providing decommissioning and intervention services with P&A and coiled tubing systems and personnel; by providing marine access to offshore facilities with liftboats, OSVs and the crew boat in order to perform decommissioning, intervention, diving and other work scopes; and by providing diving and platform decommissioning services with DSVs and personnel and with the heavy lift barge. 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. 59 Table of Contents 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. 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 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, 2022, 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. 60 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. For performance share unit (“PSU”) awards that have a service and a market condition and are accounted for as equity awards, compensation cost 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. For PSUs that have a service and a performance condition and are accounted for as equity awards, compensation cost 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 based on the closing share price of our common stock as of 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 initially at fair value and consist of estimated costs for subsea infrastructure decommissioning and P&A 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 at the end of the reporting period, 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 (expense), net” in the consolidated statements of operations. Foreign currency gains or losses from the remeasurement of monetary assets and liabilities as well as unsettled foreign currency transactions, including intercompany transactions that are not of a long-term investment nature, are also recognized as a component of “Other income (expense), net.” For the years ended December 31, 2022, 2021 and 2020, our foreign currency transaction gains (losses) totaled $( 23.4 ) million, $( 1.5 ) million and $ 4.6 million, respectively. 61 Table of Contents 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: 2022 — Shell ( 15 %); 2021 — Petrobras ( 23 %) and Shell ( 17 %); and 2020 — Petrobras ( 28 %) and BP ( 17 %). 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 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). 62 Table of Contents New Accounting Standards New accounting standards adopted In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Measurement of Credit Losses on Financial Instruments,” which was updated by subsequent amendments. This ASU replaces the current incurred loss model for measurement of credit losses on financial assets (including trade receivables) with a forward-looking expected loss model based on historical experience, current conditions, and reasonable and supportable forecasts. 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 18 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 Convertible Senior Notes Due 2026 (the “2026 Notes”) (Note 7), 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 — Business Combinations Alliance Acquisition On July 1, 2022, we completed our acquisition of all of the equity interests of Alliance. The Alliance acquisition extends our energy transition strategy by adding shallow water capabilities into what we expect to be a growing offshore decommissioning market. The aggregate preliminary purchase price of the Alliance acquisition was $ 145.7 million, consisting of $ 119.0 million with cash on hand and the estimated fair value of $ 26.7 million of contingent consideration related to the post-closing earn-out consideration. The earn-out is payable in 2024 to the seller in the Alliance transaction in either cash or shares of our common stock pursuant to the terms of the Equity Purchase Agreement (the “Equity Purchase Agreement”) dated May 16, 2022. The earn-out is not capped and is calculated based on certain financial metrics of the Helix Alliance business for 2022 and 2023 relative to amounts as set forth in the Equity Purchase Agreement. 63 Table of Contents The following table summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of July 1, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As Originally ​ ​ ​ As ​ ​ Reported ​ Adjustments (1) ​ Adjusted Cash consideration ​ $ 118,961 ​ $ — ​ $ 118,961 Contingent consideration ​ 26,700 ​ — ​ 26,700 Total fair value of consideration transferred ​ $ 145,661 ​ ​ — ​ $ 145,661 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets acquired: ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ $ 6,336 ​ ​ — ​ $ 6,336 Accounts receivable (2) ​ ​ 43,378 ​ ​ — ​ ​ 43,378 Other current assets ​ ​ 4,879 ​ ​ 1,198 ​ ​ 6,077 Property and equipment ​ ​ 118,619 ​ ​ ( 1,298 ) ​ ​ 117,321 Operating lease right-of-use assets ​ ​ 1,205 ​ ​ — ​ ​ 1,205 Intangible assets ​ ​ 1,400 ​ ​ 100 ​ ​ 1,500 Other assets ​ 2,133 ​ ​ — ​ 2,133 Total assets acquired ​ ​ 177,950 ​ ​ — ​ ​ 177,950 Liabilities assumed: ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts payable ​ ​ 20,480 ​ ​ — ​ ​ 20,480 Accrued liabilities ​ ​ 3,073 ​ ​ — ​ ​ 3,073 Operating lease liabilities ​ 1,205 ​ ​ — ​ 1,205 Deferred tax liabilities ​ 7,531 ​ ​ — ​ 7,531 Total liabilities assumed ​ 32,289 ​ ​ — ​ 32,289 Net assets acquired ​ $ 145,661 ​ $ — ​ $ 145,661 (1) Adjustments to the preliminary purchase price allocation stem mainly from additional information obtained in between the closing of the Alliance acquisition on July 1, 2022 and December 31, 2022 about facts and circumstances that existed as of the acquisition date. (2) The gross contractual accounts receivable totaled $ 44.2 million . The fair value of accounts receivable reflects our best estimate at the acquisition date of contractual cash flows expected to be collected . The pro forma summary below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2021 and includes transaction accounting adjustments such as incremental depreciation and amortization expense from acquired tangible and intangible assets, elimination of interest expense on Alliance’s long-term debt that was paid off in conjunction with the acquisition, and tax-related effects. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may differ significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent Helix’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Helix’s future consolidated results of operations. The following table summarizes the pro forma results of Helix and Alliance (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 Revenues ​ $ 952,837 ​ $ 789,051 Net loss ​ ​ ( 79,686 ) ​ ​ ( 56,203 ) ​ STL Acquisition In May 2019, we acquired a 70 % controlling interest in STL, a subsea engineering firm based in Aberdeen, Scotland. The acquisition resulted in goodwill of $ 6.9 million. Oil prices as well as energy and energy services valuations experienced significant decline during the first quarter 2020 and as a result, we impaired all of our goodwill, which consisted entirely of goodwill attributable to STL. In June 2021, we acquired the remaining 30 % interest in STL, which 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. 64 Table of Contents 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 4 — Details of Certain Accounts Other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Prepaids ​ $ 26,609 $ 18,228 Income tax receivable ​ — ​ 1,116 Contract assets (Note 11) ​ ​ 6,295 ​ ​ 639 Deferred costs (Note 11) ​ ​ 13,969 ​ ​ 2,967 Other receivable (1) ​ — ​ 28,805 Other ​ 11,826 ​ 6,519 Total other current assets ​ $ 58,699 $ 58,274 (1) Represents agreed-upon amounts that we are entitled to receive from Marathon Oil Corporation (“Marathon Oil”) for remaining P&A work to be performed by us on Droshky oil and gas properties we acquired from Marathon Oil in 2019; classified as current as the P&A work was expected to be performed within 12 months from December 31, 2021. ​ Other assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Prepaid charter (1) ​ $ 12,544 ​ $ 12,544 Deferred costs (Note 11) ​ ​ 6,432 ​ 381 Other receivable (2) ​ 24,827 ​ — Intangible assets with finite lives, net ​ 4,465 ​ 3,472 Other ​ 2,239 ​ 1,967 Total other assets, net ​ $ 50,507 $ 18,364 (1) Represents prepayments to the owner of the Siem Helix 1 and the Siem Helix 2 to offset certain payment obligations associated with the vessels at the end of their respective charter term. (2) Represents agreed-upon amounts that we are entitled to receive from Marathon Oil; reclassified to non-current as we expect the remaining P&A work to be performed beyond 12 months from December 31, 2022. Accrued liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Accrued payroll and related benefits ​ $ 41,339 $ 28,657 Accrued interest ​ ​ 6,306 ​ ​ 6,746 Income tax payable ​ ​ 479 ​ ​ — Deferred revenue (Note 11) ​ 9,961 ​ 8,272 Asset retirement obligations (Note 15) ​ — ​ 29,658 Other ​ 15,489 ​ 18,379 Total accrued liabilities ​ $ 73,574 $ 91,712 ​ 65 Table of Contents Other non-current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Deferred revenue (Note 11) ​ $ — $ 476 Asset retirement obligations (Note 15) ​ 51,956 ​ — Contingent consideration (Note 19) ​ ​ 42,754 ​ ​ — Other ​ 520 ​ 499 Total other non-current liabilities ​ $ 95,230 $ 975 ​ ​ ​ Note 5 — Property and Equipment The following is a summary of the gross components of property and equipment (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ Estimated Useful Life 2022 2021 Vessels 15 to 30 years ​ $ 2,371,084 ​ $ 2,343,162 ROVs and trenchers 5 to 10 years ​ 262,763 ​ 257,274 Machinery, equipment, buildings and other 5 to 39 years ​ 382,465 ​ 337,718 Total property and equipment ​ ​ ​ $ 3,016,312 ​ $ 2,938,154 ​ ​ ​ Note 6 — Leases We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. The majority of the increases in our operating leases during the year ended December 31, 2022 are related to the vessel charter extensions for the Siem Helix 1 , the Siem Helix 2 , the Grand Canyon II , the Grand Canyon III and the Shelia Bordelon (Note 16). We also sublease some of our facilities under non-cancelable sublease agreements. As of December 31, 2022, the minimum sublease income to be received in the future totaled $ 1.3 million. The following table details the components of our lease cost (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Operating lease cost ​ $ 61,067 $ 60,636 $ 64,742 Variable lease cost ​ 20,562 ​ 16,711 ​ 15,021 Short-term lease cost ​ 29,487 ​ 20,590 ​ 37,524 Sublease income ​ ( 1,275 ) ​ ( 1,303 ) ​ ( 1,286 ) Net lease cost ​ $ 109,841 $ 96,634 $ 116,001 ​ Maturities of our operating lease liabilities as of December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facilities and ​ ​ ​ Vessels Equipment Total Less than one year ​ $ 58,063 ​ $ 6,603 $ 64,666 One to two years ​ 55,515 ​ 5,697 ​ 61,212 Two to three years ​ 43,400 ​ 2,797 ​ 46,197 Three to four years ​ 35,200 ​ 959 ​ 36,159 Four to five years ​ 26,244 ​ 959 ​ 27,203 Over five years ​ 3,041 ​ 2,783 ​ 5,824 Total lease payments ​ $ 221,463 ​ $ 19,798 $ 241,261 Less: imputed interest ​ ( 32,986 ) ​ ( 2,675 ) ​ ( 35,661 ) Total operating lease liabilities ​ $ 188,477 ​ $ 17,123 $ 205,600 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 45,131 ​ $ 5,783 $ 50,914 Non-current operating lease liabilities ​ 143,346 ​ 11,340 ​ 154,686 Total operating lease liabilities ​ $ 188,477 ​ $ 17,123 $ 205,600 ​ 66 Table of Contents 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 ​ The following table presents the weighted average remaining lease term and discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 ​ 2021 ​ 2020 Weighted average remaining lease term 4.0 years ​ 2.4 years ​ 3.1 years Weighted average discount rate 7.84 % ​ 7.57 % ​ 7.53 % ​ The following table presents other information related to our operating leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Cash paid for operating lease liabilities ​ $ 58,129 $ 61,826 $ 66,026 Right-of-use assets obtained in exchange for new operating lease obligations ​ 144,134 ​ 5,992 ​ 516 ​ ​ ​ ​ Note 7 — Long-Term Debt Long-term debt consists of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ 2022 2021 2022 Notes (matured May 2022) ​ $ — ​ $ 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) ​ 40,913 ​ 48,850 Unamortized debt issuance costs ​ ( 6,838 ) ​ ( 8,840 ) Total debt ​ 264,075 ​ 305,010 Less current maturities ​ ( 38,200 ) ​ ( 42,873 ) Long-term debt ​ $ 225,875 ​ $ 262,137 ​ Credit Agreement On September 30, 2021 we entered into an asset-based credit agreement with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation and on July 1, 2022 we entered into a first amendment to the credit agreement (collectively, the “Amended ABL Facility”). The Amended ABL Facility provides for a $ 100 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 Amended ABL Facility also permits us to request an increase of the facility by up to $ 50 million, subject to certain conditions. 67 Table of Contents Commitments under the Amended ABL Facility are comprised of separate U.S. and U.K. revolving credit facility commitments of $ 65 million and $ 35 million, respectively. The Amended 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, 2022, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity under that facility, based on the borrowing base, totaled $ 98.1 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 including Helix Alliance are the current borrowers under the Amended ABL Facility, whose obligations under the Amended 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 Amended 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 Amended ABL Facility bear interest at the Term SOFR (also known as CME Term SOFR as administered by CME Group, Inc.) 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 Amended ABL Facility denominated in U.S. dollars bear interest at the Term SOFR rate with SOFR adjustment of 0.10 % and U.K. borrowings denominated in the British pound 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. The Amended 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 Amended ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The Amended 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 $ 10 million. The Amended ABL Facility also requires us to maintain a pro forma minimum excess availability of $ 20 million for the 91 days prior to the maturity of each of our outstanding convertible senior notes. The Amended ABL Facility also (i) limits the amount of permitted debt for the deferred purchase price of property not to exceed $ 50 million, (ii) establishes an excess availability requirement for the portion of any post-closing earn-out consideration related to our acquisition of Alliance that will be paid in cash (Note 3), and (iii) provides for potential pricing adjustments based on specific metrics and performance targets determined by us and Bank of America, as agent with respect to the Amended ABL Facility, related to environmental, social and governance (“ESG”) changes implemented by us in our business. 2022 Notes We fully redeemed the $ 35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity as of May 1, 2022. The effective interest rate for the 2022 Notes was 4.8 %. For the years ended December 31, 2022 and 2021, total interest expense related to the 2022 Notes was $ 0.6 million and $ 1.7 million, respectively, primarily from coupon interest expense. As a result of our adoption of ASU No. 2020-06, there were no longer any debt discounts to amortize in 2022 and 2021 (Note 2). During 2020, we repurchased $ 90 million in aggregate principal amount of the 2022 Notes, and for the year ended December 31, 2020, total interest expense related to the 2022 Notes was $ 6.6 million, with coupon interest expense of $ 3.9 million and the amortization of debt discount and issuance costs of $ 2.7 million. 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. 68 Table of Contents 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 is 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). 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 effective interest rate for the 2023 Notes is 4.8 %. For each of the years ended December 31, 2022 and 2021, total interest expense related to the 2023 Notes was $ 1.4 million primarily from coupon interest expense. As a result of our adoption of ASU No. 2020-06, there were no longer any debt discounts to amortize in 2022 and 2021 (Note 2). During 2020, we repurchased $ 95 million in aggregate principal amount of the 2023 Notes, and for the year ended December 31, 2020, total interest expense related to the 2023 Notes was $ 6.6 million, with coupon interest expense of $ 3.7 million and the amortization of debt discount and issuance costs of $ 2.9 million. 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 capped call transactions (the “2026 Capped Calls”) in August 2020 concurrent with the 2026 Notes offering (Note 9). 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 is 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. 69 Table of Contents 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). 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 effective interest rate for the 2026 Notes is 7.6 %. For the years ended December 31, 2022 and 2021, total interest expense related to the 2026 Notes was $ 14.8 million and $ 14.7 million, respectively, with coupon interest expense of $ 13.5 million each, and the amortization of debt issuance costs of $ 1.3 million and $ 1.2 million, respectively. As a result of our adoption of ASU No. 2020-06, there were no longer any debt discounts to amortize in 2022 and 2021 (Note 2). 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 through 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 In accordance with the Amended ABL Facility, the 2023 Notes, the 2026 Notes and the MARAD Debt, we are required to comply with certain covenants, including minimum liquidity and a springing fixed charge coverage ratio (applicable under certain conditions that are currently not applicable) with respect to the Amended 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, 2022, we were in compliance with these covenants. We previously had a 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 on September 30, 2021, 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. 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. In January 2021, we repaid the remaining principal amount of $ 53.6 million. 70 Table of Contents Scheduled maturities of our long-term debt outstanding as of December 31, 2022 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2026 ​ MARAD ​ ​ ​ Notes Notes Debt Total Less than one year ​ $ 30,000 ​ $ — ​ $ 8,333 $ 38,333 One to two years ​ — ​ — ​ 8,749 ​ 8,749 Two to three years ​ — ​ — ​ 9,186 ​ 9,186 Three to four years ​ — ​ 200,000 ​ 9,644 ​ 209,644 Four to five years ​ — ​ — ​ 5,001 ​ 5,001 Gross debt ​ 30,000 ​ 200,000 ​ 40,913 ​ 270,913 Unamortized debt issuance costs (1) ​ ( 133 ) ​ ( 4,632 ) ​ ( 2,073 ) ​ ( 6,838 ) Total debt ​ 29,867 ​ 195,368 ​ 38,840 ​ 264,075 Less current maturities ​ ( 29,867 ) ​ — ​ ( 8,333 ) ​ ( 38,200 ) Long-term debt ​ $ — ​ $ 195,368 ​ $ 30,507 $ 225,875 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. The following table details the components of our net interest expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Interest expense ​ $ 20,176 ​ $ 23,489 ​ $ 30,538 Capitalized interest ​ ​ — ​ ​ — ​ ​ ( 1,182 ) Interest income ​ ​ ( 1,226 ) ​ ​ ( 288 ) ​ ​ ( 825 ) Net interest expense ​ $ 18,950 ​ $ 23,201 ​ $ 28,531 ​ ​ Note 8 — Income Taxes We operate in multiple jurisdictions with complex tax laws subject to interpretation and judgment. We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our consolidated financial statements. Components of income tax provision (benefit) reflected in the consolidated statements of operations consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Current tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ — ​ $ ( 1,103 ) ​ $ ( 18,927 ) Foreign ​ 8,217 ​ 7,347 ​ 4,109 Total current ​ $ 8,217 ​ $ 6,244 ​ $ ( 14,818 ) Deferred tax provision (benefit): ​ ​ ​ ​ ​ ​ ​ ​ ​ Domestic ​ $ 1,167 ​ $ ( 5,756 ) ​ $ 3,853 Foreign ​ 3,219 ​ ( 9,446 ) ​ ( 7,736 ) Total deferred ​ $ 4,386 ​ $ ( 15,202 ) ​ $ ( 3,883 ) Total income tax provision (benefit) ​ $ 12,603 ​ $ ( 8,958 ) ​ $ ( 18,701 ) ​ Components of income (loss) before income taxes are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Domestic ​ $ ( 13,745 ) ​ $ ( 53,989 ) ​ $ ( 3,406 ) Foreign ​ ( 61,436 ) ​ ( 16,653 ) ​ 4,789 Income (loss) before income taxes ​ $ ( 75,181 ) ​ $ ( 70,642 ) ​ $ 1,383 ​ 71 Table of Contents 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, ​ ​ 2022 2021 2020 Taxes at U.S. statutory rate ​ $ ( 15,788 ) 21.0 % $ ( 14,835 ) 21.0 % $ 290 21.0 % Foreign tax provision (benefit) ​ 18,011 ( 24.0 ) ​ 10,326 ( 14.6 ) ​ ( 4,517 ) ( 326.7 ) ​ CARES Act ​ — — ​ — — ​ ( 7,596 ) ( 549.2 ) ​ Subsidiary restructuring ​ — — ​ — — ​ ( 8,333 ) ( 602.5 ) ​ Change in valuation allowance ​ ​ 8,110 ​ ( 10.8 ) ​ ​ ( 5,675 ) ​ 8.0 ​ ​ 1,091 ​ 78.9 ​ Non-deductible expenses ​ ​ 2,366 ​ ( 3.1 ) ​ ​ 1,487 ​ ( 2.1 ) ​ ​ 1,184 ​ 85.6 ​ Other ​ ( 96 ) 0.1 ​ ( 261 ) 0.4 ​ ( 820 ) ( 59.3 ) ​ Income tax provision (benefit) ​ $ 12,603 ( 16.8 ) % $ ( 8,958 ) 12.7 % $ ( 18,701 ) ( 1,352.2 ) % ​ During the year ended December 31, 2022, the $ 8.1 million increase in valuation allowance was predominantly driven by current year activity and the related change in unrealizable net deferred tax assets. During the year ended December 31, 2021, we released a non-U.S. valuation allowance of $ 5.0 million for deferred tax assets as it is more likely than not that they will be fully utilized. On March 27, 2020, the U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted, extending the U.S. tax loss carryback period from three years to five years . As a result, 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 received) and an $ 11.3 million deferred tax expense (reduction in U.S. net operating loss). Also 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. 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, ​ ​ 2022 2021 Deferred tax liabilities: ​ ​ ​ ​ Depreciation ​ $ 147,302 ​ $ 137,898 Prepaid and other ​ ​ 1,868 ​ ​ 1,088 Total deferred tax liabilities ​ $ 149,170 ​ $ 138,986 Deferred tax assets: ​ ​ Net operating losses ​ $ ( 53,136 ) ​ $ ( 56,369 ) Reserves, accrued liabilities and other ​ ( 19,308 ) ​ ( 9,698 ) Total deferred tax assets ​ ( 72,444 ) ​ ( 66,067 ) Valuation allowance ​ 22,157 ​ 14,047 Net deferred tax liabilities ​ $ 98,883 ​ $ 86,966 ​ At December 31, 2022, our U.S. net operating losses available for carryforward totaled $ 163.1 million, of which $ 74.5 million will begin to expire between 2036 and 2037, with the remaining $ 88.6 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, 2022, we had $ 4.2 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, 2022, our non-U.S. net operating losses totaled $ 69.7 million, which do not expire under local tax law. At December 31, 2022, we had accumulated undistributed earnings generated by our non-U.S. subsidiaries of approximately $ 78.9 million, which management intends to indefinitely reinvest in our international operations. Due to the enactment of the U.S. Tax Cuts and Jobs 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. It is not practicable to calculate deferred income taxes associated with these undistributed earnings given the complexities in tax laws and the manner and timing of repatriation. 72 Table of Contents At December 31, 2022, we had unrecognized tax benefits of $ 0.1 million related to uncertain tax positions, which, if recognized, would have an insignificant effect on 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. However, no interest has been recorded for these positions 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 2022 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 2022. ​ Note 9 — 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 7), 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 sheets are not recognized as either asset or liability at fair value. ​ Note 10 — Share Repurchase Programs Our Board of Directors (our “Board”) previously 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 13). As of December 31, 2022, 9,547,027 shares of our common stock were available for repurchase under the program. Concurrent with the authorization of a new share repurchase program as discussed below, our Board revoked the prior authorization relating to this repurchase program. On February 20, 2023, we announced that our Board authorized a new share repurchase program under which we are authorized to repurchase up to $ 200 million issued and outstanding shares of our common stock. The repurchase program has no set expiration date. Repurchases under the program would be made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act. The manner, timing and amount of any purchase will be determined by management based on an evaluation of market conditions, stock price, liquidity and other factors. The program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion. The purchase of shares by us under the program is at our discretion and subject to prevailing financial and market conditions. Any repurchased shares are expected to be cancelled. No repurchases have been made pursuant to this program at the time of this filing. ​ 73 Table of Contents Note 11 — Revenue from Contracts with Customers Disaggregation of Revenue The following table provides information about disaggregated revenue by contract duration (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Well ​ ​ ​ Shallow Water ​ Production ​ Intercompany ​ Total ​ Intervention Robotics Abandonment Facilities Eliminations Revenue Year ended December 31, 2022 ​ ​ ​ ​ ​ Short-term ​ $ 395,867 ​ $ 97,533 ​ $ 124,810 ​ $ — ​ $ ( 635 ) ​ $ 617,575 Long-term ​ 128,374 ​ 94,388 ​ — ​ 82,315 ​ ( 49,552 ) ​ 255,525 Total ​ $ 524,241 ​ $ 191,921 ​ $ 124,810 ​ $ 82,315 ​ $ ( 50,187 ) ​ $ 873,100 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ 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 4). Contract assets as of December 31, 2022 and 2021 were $ 6.3 million and $ 0.6 million, respectively. We had no credit losses on our contract assets for the years ended December 31, 2022, 2021 and 2020. 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 4). Contract liabilities as of December 31, 2022 and 2021 totaled $ 10.0 million and $ 8.7 million, respectively. Revenue recognized for the years ended December 31, 2022, 2021 and 2020 included $ 7.4 million, $ 7.9 million and $ 11.6 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. Performance Obligations As of December 31, 2022, $ 846.7 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 532.6 million and $ 314.1 million in 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, 2022. 74 Table of Contents For the years ended December 31, 2022, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were $ 1.0 million, which resulted from the retrospective application of certain contractual adjustments. For the years ended December 31, 2021 and 2020, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were immaterial. Contract Fulfillment Costs Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying consolidated balance sheets (Note 4). Our deferred contract costs as of December 31, 2022 and 2021 totaled $ 20.4 million and $ 3.3 million, respectively. For the years ended December 31, 2022, 2021 and 2020, we recorded $ 29.7 million, $ 39.1 million and $ 35.8 million, respectively, related to amortization of deferred contract costs. There were no associated impairment losses for any period presented. ​ Note 12 — Earnings Per Share The computations of the numerator (earnings or loss) 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, ​ ​ 2022 ​ 2021 2020 ​ Income Shares Income Shares Income Shares Basic: ​ ​ ​ ​ Net income (loss) attributable to common shareholders ​ $ ( 87,784 ) ​ ​ $ ( 61,538 ) ​ $ 22,174 Less: Undistributed earnings allocated to participating securities ​ — ​ ​ ​ — ​ ​ ( 140 ) Less: Accretion of redeemable noncontrolling interests ​ — ​ ​ ​ ( 241 ) ​ ​ ( 2,400 ) Net income (loss) available to common shareholders, basic ​ $ ( 87,784 ) ​ 151,276 ​ $ ( 61,779 ) 150,056 ​ $ 19,634 148,993 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diluted: ​ ​ ​ ​ Net income (loss) available to common shareholders, basic ​ $ ( 87,784 ) ​ 151,276 ​ $ ( 61,779 ) 150,056 ​ $ 19,634 148,993 Effect of dilutive securities: ​ ​ ​ ​ Share-based awards other than participating securities ​ — ​ — ​ — — ​ — 904 Undistributed earnings reallocated to participating securities ​ — ​ — ​ — — ​ 1 — Net income (loss) available to common shareholders, diluted ​ $ ( 87,784 ) ​ 151,276 ​ $ ( 61,779 ) 150,056 ​ $ 19,635 149,897 ​ 75 Table of Contents We had net losses for the years ended December 31, 2022 and 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, ​ ​ 2022 2021 Diluted shares (as reported) ​ 151,276 ​ 150,056 Share-based awards ​ 2,158 ​ 1,282 Total ​ 153,434 ​ 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, ​ ​ 2022 2021 2020 2022 Notes ​ 600 ​ 2,519 ​ 6,537 2023 Notes ​ 3,168 ​ 3,168 ​ 9,391 2026 Notes ​ 28,676 ​ 28,676 ​ 10,891 ​ ​ ​ Note 13 — 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, 2022 and 2020, we made discretionary employer contributions of $ 1.5 million and $ 1.6 million, respectively, to the 401(k) plan. Employee Stock Purchase Plan As of December 31, 2022, 1.4 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 in amounts in accordance with their terms on the third anniversary date of the grant. 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, 2022, there were approximately 4.0 million shares available for issuance under the 2005 Incentive Plan and no incentive stock options are currently outstanding. 76 Table of Contents The following grants of share-based awards were made in 2022 under the 2005 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant Date ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Date of Grant Award Type Shares/Units Per Share/Unit Vesting Period January 1, 2022 (1) RSU 1,065,705 ​ $ 3.12 33 % per year over three years January 4, 2022 (1) PSU 1,065,705 ​ $ 4.25 100 % on January 4, 2025 January 4, 2022 (2) Restricted stock 15,775 ​ $ 3.12 100 % on January 1, 2024 April 1, 2022 (2) Restricted stock 14,710 ​ $ 4.78 100 % on January 1, 2024 July 1, 2022 (2) Restricted stock 14,867 ​ $ 3.10 100 % on January 1, 2024 September 22, 2022 (3) Restricted stock 19,328 ​ $ 4.38 100 % on September 22, 2023 October 1, 2022 (2) Restricted stock 12,796 ​ $ 3.86 100 % on January 1, 2024 December 7, 2022 (2) Restricted stock 175,882 ​ $ 5.97 100 % on December 7, 2023 (1) Reflects grants to our executive officers. (2) Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash, of which 8,013 shares granted on January 4, 2022 and 5,230 shares granted on April 1, 2022 vested upon the approval of our Board’s Compensation Committee in connection with the departure of an independent director during the second quarter 2022. (3) Reflects restricted stock grants made to two new independent members of our Board in connection with their appointment to our Board. In January 2023, we granted certain officers 506,436 RSUs and 489,498 PSUs under the 2005 Incentive Plan. The grant date fair value of the RSUs was $ 7.38 per unit or $ 3.7 million. The grant date fair value of the PSUs was $ 9.26 per unit or $ 4.5 million. PSUs and RSUs issued in 2023 are payable in either cash or stock at the discretion of the Compensation Committee. Also in January 2023, we granted $ 5.9 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, ​ ​ 2022 ​ 2021 ​ 2020 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ Shares Fair Value (1) Shares Fair Value (1) Shares Fair Value (1) Awards outstanding at beginning of year 853,726 ​ $ 5.62 1,176,951 ​ $ 6.61 1,173,045 ​ $ 6.81 Granted 253,358 ​ 5.33 332,841 ​ 3.59 667,752 ​ 7.06 Vested (2) ( 719,456 ) ​ 4.94 ( 656,066 ) ​ 6.35 ( 631,498 ) ​ 7.52 Forfeited — ​ — — ​ — ( 32,348 ) ​ 5.41 Awards outstanding at end of year 387,628 ​ $ 6.70 853,726 ​ $ 5.62 1,176,951 ​ $ 6.61 (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, 2022, 2021 and 2020 was $ 2.9 million, $ 2.6 million and $ 5.4 million, respectively. For the years ended December 31, 2022, 2021 and 2020, $ 2.5 million, $ 3.3 million and $ 4.2 million, respectively, were recognized as share-based compensation related to restricted stock. Future compensation cost associated with unvested restricted stock at December 31, 2022 totaled approximately $ 1.2 million. The weighted average vesting period related to unvested restricted stock at December 31, 2022 was approximately 0.6 years. 77 Table of Contents 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, which contain a service and a market condition, are based on the performance of our common stock against peer group companies. Our PSUs granted beginning 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 equity awards. Those PSUs consist of two components: (i) 50 % based on the performance of our common stock against peer group companies, which component contains a service and a market condition, and (ii) 50 % based on cumulative total Free Cash Flow, which component contains a service 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. Our PSUs cliff vest at the end of a three-year period with the maximum amount of the award being 200 % of the original PSU awards and the minimum amount being zero . The following table summarizes information about our PSU awards: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2021 ​ 2020 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ Units Fair Value (1) Units Fair Value (1) Units Fair Value (1) PSU awards outstanding at beginning of year 1,381,469 ​ $ 8.34 1,297,126 ​ $ 9.99 1,565,044 ​ $ 10.17 Granted 1,065,705 ​ 4.25 452,381 ​ 5.33 369,938 ​ 13.15 Vested ( 559,150 ) ​ 7.60 ( 368,038 ) ​ 10.44 ( 589,335 ) ​ 12.64 Forfeited — ​ — — ​ — ( 48,521 ) ​ 7.60 PSU awards outstanding at end of year 1,888,024 ​ $ 6.25 1,381,469 ​ $ 8.34 1,297,126 ​ $ 9.99 (1) Represents the weighted average grant date fair value. For the years ended December 31, 2022, 2021 and 2020, $ 4.8 million, $ 4.1 million and $ 4.0 million, respectively, were recognized as share-based compensation related to PSUs. Future compensation cost associated with unvested PSU awards at December 31, 2022 totaled approximately $ 5.2 million. The weighted average vesting period related to unvested PSUs at December 31, 2022 was approximately 1.4 year. In January 2023, 369,938 PSUs granted in 2020 vested at 77 %, representing 285,778 shares of our common stock with a total market value of $ 3.6 million. In January 2022, 559,150 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 PSUs granted in 2018 vested at 200 %, representing 736,075 shares of our common stock with a total market value of $ 3.1 million. RSU Awards Our RSUs granted beginning 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. The following table summarizes information about our RSU awards: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 ​ 2021 ​ ​ ​ ​ Grant Date ​ ​ ​ Grant Date ​ Units Fair Value (1) Units Fair Value (1) RSU awards outstanding at beginning of year 452,381 ​ $ 4.20 — ​ $ — Granted 1,065,705 ​ 3.12 452,381 ​ 4.20 Vested ( 150,792 ) ​ 4.20 — ​ — RSU awards outstanding at end of year 1,367,294 ​ $ 3.36 452,381 ​ $ 4.20 (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. 78 Table of Contents Compensation cost recognized for the years ended December 31, 2022 and 2021 was $ 3.7 million and $ 0.5 million, respectively, which is reflected in the liability balance at December 31, 2022 and 2021 for the fair value of RSUs that vested in January 2023 and 2022, respectively. Future compensation cost based on the fair value of unvested RSUs at December 31, 2022 totaled approximately $ 6.4 million. The weighted average vesting period related to unvested RSUs at December 31, 2022 was approximately 1.8 years. Cash Awards In 2022, 2021 and 2020, we granted $ 5.5 million, $ 3.5 million and $ 4.7 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, 2022, 2021 and 2020, we recognized compensation costs of $ 4.3 million and $ 4.0 million and $ 4.4 million, respectively, which reflected the cash payouts made in January 2023, 2022 and 2021, respectively. ​ Note 14 — Business Segment Information Through the second quarter 2022, we have three reportable business segments: Well Intervention, Robotics and Production Facilities. Beginning in the third quarter 2022 as a result of the Alliance acquisition (Note 3), we formed a new reportable business segment: Shallow Water Abandonment, which includes the assets, liabilities and operating results of Helix Alliance. All material intercompany transactions between the segments have been eliminated. 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, with expansion into Asia Pacific. 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 trenching, seabed clearance, offshore construction 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, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed. Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries in the Gulf of Mexico shelf, including offshore oilfield decommissioning and ‎reclamation, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services. Our Shallow Water Abandonment segment operates a diversified fleet of marine assets including liftboats, OSVs, DSVs, a heavy lift derrick barge, a crew boat and P&A and coiled tubing systems. Our Production Facilities segment includes the HP I , the HFRS and our ownership of oil and gas properties (Note 15). 79 Table of Contents 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, ​ ​ 2022 2021 2020 Net revenues — ​ ​ ​ ​ ​ Well Intervention ​ $ 524,241 ​ $ 516,564 ​ $ 539,249 Robotics ​ 191,921 ​ 137,295 ​ 178,018 Shallow Water Abandonment ​ ​ 124,810 ​ ​ — ​ ​ — Production Facilities ​ 82,315 ​ 69,348 ​ 58,303 Intercompany eliminations ​ ( 50,187 ) ​ ( 48,479 ) ​ ( 42,015 ) Total ​ $ 873,100 ​ $ 674,728 ​ $ 733,555 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations — ​ ​ ​ Well Intervention ​ $ ( 53,056 ) ​ $ ( 35,882 ) ​ $ 26,855 Robotics ​ 29,981 ​ 5,762 ​ 13,755 Shallow Water Abandonment ​ ​ 22,184 ​ ​ — ​ ​ — Production Facilities ​ 27,201 ​ 22,906 ​ 15,975 Segment operating income (loss) ​ 26,310 ​ ( 7,214 ) ​ 56,585 Goodwill impairment (1) ​ — ​ — ​ ( 6,689 ) Change in fair value of contingent consideration ​ ​ ( 16,054 ) ​ ​ — ​ ​ — Corporate, eliminations and other ​ ( 55,111 ) ​ ( 41,473 ) ​ ( 36,871 ) Total ​ $ ( 44,855 ) ​ $ ( 48,687 ) ​ $ 13,025 Net interest expense ​ ​ ( 18,950 ) ​ ​ ( 23,201 ) ​ ​ ( 28,531 ) Other non-operating income (expense), net ​ ​ ( 11,376 ) ​ ​ 1,246 ​ ​ 16,889 Income (loss) before income taxes ​ $ ( 75,181 ) ​ $ ( 70,642 ) ​ $ 1,383 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Capital expenditures — ​ ​ ​ ​ ​ ​ ​ ​ ​ Well Intervention ​ $ 17,617 ​ $ 2,349 ​ $ 19,523 Robotics ​ 15,603 ​ 120 ​ 257 Shallow Water Abandonment ​ ​ 532 ​ ​ — ​ ​ — Production Facilities ​ ( 1,424 ) ​ 6,770 ​ — Corporate, eliminations and other ​ 1,176 ​ ( 917 ) ​ 464 Total ​ $ 33,504 ​ $ 8,322 ​ $ 20,244 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Depreciation and amortization — ​ ​ ​ ​ ​ ​ ​ ​ ​ Well Intervention ​ $ 103,952 ​ $ 107,551 ​ $ 101,756 Robotics ​ 12,209 ​ 15,158 ​ 15,952 Shallow Water Abandonment ​ ​ 8,172 ​ ​ — ​ ​ — Production Facilities ​ 18,520 ​ 19,465 ​ 15,652 Corporate and eliminations ​ ( 167 ) ​ ( 660 ) ​ 349 Total ​ $ 142,686 ​ $ 141,514 ​ $ 133,709 (1) Relates to the impairment of the entire STL goodwill balance (Note 3). 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, ​ ​ 2022 2021 2020 Well Intervention ​ $ 16,545 ​ $ 21,521 ​ $ 15,039 Robotics ​ 33,642 ​ 26,958 ​ 26,976 Total ​ $ 50,187 ​ $ 48,479 ​ $ 42,015 ​ 80 Table of Contents Revenues by individually significant geographic location are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 U.S. ​ $ 447,205 ​ $ 232,661 ​ $ 304,563 U.K. ​ 166,980 ​ 100,154 ​ 133,005 Brazil ​ 81,940 ​ 154,326 ​ 208,565 West Africa ​ ​ 87,488 ​ ​ 126,856 ​ ​ 41,840 Other ​ 89,487 ​ 60,731 ​ 45,582 Total ​ $ 873,100 ​ $ 674,728 ​ $ 733,555 ​ 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, ​ ​ 2022 2021 U.S. ​ $ 780,803 ​ $ 693,062 U.K. (1) ​ 625,001 ​ 713,385 Brazil (2) ​ 235,811 ​ 251,194 Other ​ — ​ 4 Total ​ $ 1,641,615 ​ $ 1,657,645 (1) Includes the Q7000 and certain other assets that are based in the U.K. but have operated 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 have operated 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, ​ 2022 2021 Well Intervention ​ $ 1,796,269 ​ $ 2,012,214 Robotics ​ 192,694 ​ 96,249 Shallow Water Abandonment ​ ​ 206,944 ​ ​ — Production Facilities ​ 136,382 ​ 119,004 Corporate and other ​ 57,049 ​ 98,561 Total ​ $ 2,389,338 ​ $ 2,326,028 ​ ​ ​ Note 15 — Asset Retirement Obligations Our AROs relate to mature offshore oil and gas properties that we acquired with the intention to perform decommissioning work at the end of their life cycles. In August 2022, we made an asset acquisition from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, for all of MP GOM’s 62.5 % interest in the Thunder Hawk Field, in exchange for the assumption of MP GOM’s abandonment obligations (initially estimated at $ 23.6 million). Our AROs also include P&A costs associated with our Droshky oil and gas properties (Note 4). The following table describes the changes in our AROs (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2022 2021 2020 AROs at January 1, ​ $ 29,658 ​ $ 30,913 ​ $ 28,258 Liability incurred during the period ​ ​ 23,601 ​ ​ — ​ ​ — Revisions in estimates ​ ( 3,285 ) ​ ( 2,631 ) ​ — Accretion expense ​ 1,982 ​ 1,376 ​ 2,655 AROs at December 31, ​ $ 51,956 ​ $ 29,658 ​ $ 30,913 ​ ​ ​ 81 Table of Contents Note 16 — Commitments and Contingencies and Other Matters Commitments We have long-term charter agreements with Siem Offshore AS for the Siem Helix 1 and Siem Helix 2 vessels. During the first quarter 2022, the charter agreements for the Siem Helix 1 and the Siem Helix 2 were extended to February 2025 and February 2027, respectively, with further options to extend. We have time charter agreements for the Grand Canyon II and Grand Canyon III vessels, which were extended during the third quarter 2022 to December 2027 and May 2028, respectively, with further options to renew. During the first quarter 2022, we executed short-term time charter agreements for the Horizon Enabler in the North Sea and the Shelia Bordelon in the Gulf of Mexico. During the third quarter 2022, the charter agreement for the Shelia Bordelon was extended to June 2024. In January 2023, we entered into a three-year charter agreement for the Glomar Wave in the North Sea with options to extend. Contingencies and Claims Our contingent consideration liability resulting from the Alliance acquisition is subject to risk as a result of changes in our probability weighted discounted cash flow model, which is based on internal forecasts, and changes in weighted average discount rate, which is derived from market data. We believe that there are currently no other 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 under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as 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 federal district courts. We appealed one such lawsuit to the United States Supreme Court, which issued a ruling adverse to us in the first quarter 2023 that is likely to have implications for similar lawsuits in which we are involved. We previously established a liability in each of the cases impacted by the Supreme Court ruling, and the ultimate liability to us could be more or less than the liability established. In a separate lawsuit, during the third quarter 2022 the United States Court of Appeals for the Fifth Circuit issued an adverse ruling that may also have implications for other similar lawsuits in which we are involved. We continue to vigorously defend these lawsuits. Notwithstanding that we believe we retain valid defenses, we have established a liability in each 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. ​ Note 17 — Statement of Cash Flow Information The following table provides supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Interest paid ​ $ 18,267 ​ $ 20,719 ​ $ 15,943 Income taxes paid (1) ​ 9,516 ​ 8,310 ​ 7,434 (1) Exclusive of income tax refunds. During the years ended December 31, 2022 and 2021, we received refunds related to the CARES Act of $ 1.1 million and $ 18.9 million, respectively. Our capital additions include the acquisition of property and equipment for which payment has not been made. As of December 31, 2022 and 2021, these non-cash capital additions totaled $ 0.4 million and $ 0.3 million, respectively. Non-cash investing activities for the year ended December 31, 2022 also included $ 26.7 million in estimated fair value of contingent earn-out consideration as of July 1, 2022, the date of the Alliance acquisition (Note 3). 82 Table of Contents ​ Note 18 — 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, 2022 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Allowance for ​ Deferred Tax Asset ​ Credit Losses Valuation Allowance Balance at December 31, 2019 ​ $ — ​ $ 18,631 Additions (reductions) (1) ​ 2,684 ​ — Adjustments (2) ​ 785 ​ 1,091 Balance at December 31, 2020 ​ ​ 3,469 ​ ​ 19,722 Additions (reductions) (1) ​ ​ ( 146 ) ​ ​ — Write-offs (3) ​ ​ ( 1,846 ) ​ ​ ​ Adjustments (4) ​ ​ — ​ ​ ( 5,675 ) Balance at December 31, 2021 ​ ​ 1,477 ​ ​ 14,047 Additions (reductions) (1) ​ 800 ​ — Adjustments (5) ​ — ​ 8,110 Balance at December 31, 2022 ​ $ 2,277 ​ $ 22,157 (1) Additions (reductions) in allowance for credit losses reflect credit loss reserves (releases) during the respective years, including a $ 1.7 million credit loss reserve in 2020 related to a receivable in our Robotics segment. Additions during 2022 primarily reflected adjustments to the allowance for credit losses due to increases in our expected credit losses as a result of the Alliance acquisition. (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. (5) The increase in valuation allowance relates to current year activity and the related change in unrealizable net deferred tax assets. 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 8 for a detailed discussion of the valuation allowance related to our deferred tax assets. ​ Note 19 — Fair Value Measurements 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 following table sets forth our assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Fair Value at December 31, 2022 ​ Level 1 Level 2 Level 3 Total Liabilities: ​ ​ ​ ​ Contingent consideration ​ — ​ — ​ 42,754 ​ 42,754 ​ 83 Table of Contents Contingent consideration liability related to the Alliance acquisition (Note 3) is measured at fair value using Level 3 unobservable inputs at the end of each reporting period. The fair value of the estimated contingent consideration is determined based on our evaluation of the probability and amount of earnout that may be achieved based on expected future performance of Helix Alliance. The Monte Carlo simulation model is used to calculate the estimated earnout payment, which is then discounted to present value based on the expected payment date of the contingent consideration. The weighted-average volatility was 47.5 % and the weighted average discount rate was estimated to be 8.0 % at December 31, 2022. The changes in the fair value of contingent consideration are as follows: ​ ​ ​ ​ ​ ​ 2022 Balance at July 1, ​ $ 26,700 Change in fair value ​ ​ 16,054 Balance at December 31, ​ $ 42,754 ​ The principal amount and estimated fair value of our long-term debt are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2022 ​ December 31, 2021 ​ ​ Principal ​ Fair ​ Principal ​ Fair ​ Amount (1) Value (2) Amount (1) Value (2) MARAD Debt (matures February 2027) ​ $ 40,913 ​ $ 40,940 ​ $ 48,850 ​ $ 52,481 2022 Notes (matured May 2022) ​ — ​ — ​ 35,000 ​ 34,794 2023 Notes (mature September 2023) ​ 30,000 ​ 31,149 ​ 30,000 ​ 29,054 2026 Notes (mature February 2026) ​ 200,000 ​ 277,014 ​ 200,000 ​ 200,562 Total debt ​ $ 270,913 ​ $ 349,103 ​ $ 313,850 ​ $ 316,891 (1) Principal amount includes current maturities and excludes any related unamortized debt issuance costs. See Note 7 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 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. ​ Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ​