HELIX ENERGY SOLUTIONS GROUP INC 10-Q

Item 1. Financial Statements HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 ​ ​ (Unaudited) ​ ​ ​ ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 166,674 ​ $ 186,604 Restricted cash ​ 2,508 ​ 2,507 Accounts receivable, net of allowance for credit losses of $ 2,418 and $ 2,277 , respectively ​ 216,946 ​ 212,779 Other current assets ​ 63,228 ​ 58,699 Total current assets ​ 449,356 ​ 460,589 Property and equipment ​ 3,036,579 ​ 3,016,312 Less accumulated depreciation ​ ( 1,410,428 ) ​ ( 1,374,697 ) Property and equipment, net ​ 1,626,151 ​ 1,641,615 Operating lease right-of-use assets ​ 191,051 ​ 197,849 Deferred recertification and dry dock costs, net ​ ​ 53,697 ​ ​ 38,778 Other assets, net ​ 49,079 ​ 50,507 Total assets ​ $ 2,369,334 ​ $ 2,389,338 ​ ​ ​ ​ ​ ​ ​ LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Accounts payable ​ $ 134,363 ​ $ 135,267 Accrued liabilities ​ 60,811 ​ 73,574 Current maturities of long-term debt ​ 38,452 ​ 38,200 Current operating lease liabilities ​ 54,407 ​ 50,914 Total current liabilities ​ 288,033 ​ 297,955 Long-term debt ​ 222,008 ​ 225,875 Operating lease liabilities ​ 145,186 ​ 154,686 Deferred tax liabilities ​ 97,577 ​ 98,883 Other non-current liabilities ​ 100,810 ​ 95,230 Total liabilities ​ 853,614 ​ 872,629 Commitments and contingencies ​ ​ ​ ​ ​ ​ Shareholders’ equity: ​ ​ Common stock, no par, 240,000 shares authorized, 151,494 and 151,935 shares issued, respectively ​ 1,294,484 ​ 1,298,740 Retained earnings ​ 318,123 ​ 323,288 Accumulated other comprehensive loss ​ ( 96,887 ) ​ ( 105,319 ) Total shareholders’ equity ​ 1,515,720 ​ 1,516,709 Total liabilities and shareholders’ equity ​ $ 2,369,334 ​ $ 2,389,338 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 3 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (in thousands, except per share amounts) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Net revenues ​ $ 250,084 ​ $ 150,125 Cost of sales ​ 234,900 ​ 168,734 Gross profit (loss) ​ 15,184 ​ ( 18,609 ) Gain on disposition of assets, net ​ 367 ​ — Acquisition and integration costs ​ ​ ( 231 ) ​ ​ — Change in fair value of contingent consideration ​ ​ ( 3,992 ) ​ ​ — Selling, general and administrative expenses ​ ( 19,631 ) ​ ( 14,368 ) Loss from operations ​ ( 8,303 ) ​ ( 32,977 ) Net interest expense ​ ( 4,187 ) ​ ( 5,174 ) Other income (expense), net ​ 3,444 ​ ( 3,881 ) Royalty income and other ​ 1,863 ​ 2,141 Loss before income taxes ​ ( 7,183 ) ​ ( 39,891 ) Income tax provision (benefit) ​ ( 2,018 ) ​ 2,140 Net loss ​ $ ( 5,165 ) ​ $ ( 42,031 ) ​ ​ ​ ​ ​ ​ ​ Loss per share of common stock: ​ ​ Basic ​ $ ( 0.03 ) ​ $ ( 0.28 ) Diluted ​ $ ( 0.03 ) ​ $ ( 0.28 ) ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ Basic ​ 151,764 ​ 151,142 Diluted ​ 151,764 ​ 151,142 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 4 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2023 2022 Net loss ​ $ ( 5,165 ) $ ( 42,031 ) Other comprehensive income (loss), net of tax: ​ ​ Foreign currency translation gain (loss) ​ 8,432 ​ ( 13,148 ) Other comprehensive income (loss), net of tax ​ 8,432 ​ ( 13,148 ) Comprehensive loss ​ $ 3,267 $ ( 55,179 ) ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 5 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ Common Stock ​ Retained ​ Comprehensive ​ Shareholders’ ​ Shares Amount Earnings Loss Equity Balance, December 31, 2022 151,935 ​ $ 1,298,740 ​ $ 323,288 ​ $ ( 105,319 ) ​ $ 1,516,709 Net loss — ​ — ​ ( 5,165 ) ​ — ​ ( 5,165 ) Foreign currency translation adjustments — ​ — ​ — ​ 8,432 ​ 8,432 Repurchases of common stock ( 660 ) ​ ( 5,006 ) ​ — ​ — ​ ( 5,006 ) Activity in company stock plans, net and other 219 ​ ( 742 ) ​ — ​ — ​ ( 742 ) Share-based compensation — ​ 1,492 ​ — ​ — ​ 1,492 Balance, March 31, 2023 151,494 ​ $ 1,294,484 ​ $ 318,123 ​ $ ( 96,887 ) ​ $ 1,515,720 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accumulated ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other ​ Total ​ ​ Common Stock ​ Retained ​ Comprehensive ​ Shareholders’ ​ Shares Amount Earnings Loss Equity Balance, December 31, 2021 151,124 ​ $ 1,292,479 ​ $ 411,072 ​ $ ( 56,082 ) ​ $ 1,647,469 Net loss — ​ — ​ ( 42,031 ) ​ — ​ ( 42,031 ) Foreign currency translation adjustments — ​ — ​ — ​ ( 13,148 ) ​ ( 13,148 ) Activity in company stock plans, net and other 513 ​ ( 1,178 ) ​ — ​ — ​ ( 1,178 ) Share-based compensation — ​ 1,634 ​ — ​ — ​ 1,634 Balance, March 31, 2022 151,637 ​ $ 1,292,935 ​ $ 369,041 ​ $ ( 69,230 ) ​ $ 1,592,746 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 6 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Cash flows from operating activities: ​ ​ ​ Net loss ​ $ ( 5,165 ) ​ $ ( 42,031 ) Adjustments to reconcile net loss to net cash provided by operating activities: ​ ​ ​ Depreciation and amortization ​ 37,537 ​ 33,488 Amortization of debt issuance costs ​ 596 ​ 590 Share-based compensation ​ 1,575 ​ 1,672 Deferred income taxes ​ ( 1,306 ) ​ ( 722 ) Gain on disposition of assets, net ​ ( 367 ) ​ — Unrealized foreign currency (gain) loss ​ ( 3,333 ) ​ 2,603 Change in fair value of contingent consideration ​ ​ 3,992 ​ ​ — Changes in operating assets and liabilities: ​ ​ Accounts receivable, net ​ ( 2,484 ) ​ 906 Income tax receivable, net of income tax payable ​ ​ ( 2,419 ) ​ ​ 1,230 Other current assets ​ ​ ( 1,961 ) ​ ​ ( 534 ) Accounts payable and accrued liabilities ​ ( 18,036 ) ​ ( 9,411 ) Deferred recertification and dry dock costs, net ​ ​ ( 17,154 ) ​ ​ ( 5,508 ) Other, net ​ 3,133 ​ 304 Net cash used in operating activities ​ ( 5,392 ) ​ ( 17,413 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities: ​ ​ Capital expenditures ​ ( 6,665 ) ​ ( 623 ) Proceeds from sale of assets ​ ​ 365 ​ ​ — Net cash used in investing activities ​ ( 6,300 ) ​ ( 623 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ Repayment of MARAD Debt ​ ( 4,116 ) ​ ( 3,920 ) Debt issuance costs ​ — ​ ( 136 ) Repurchases of common stock ​ ​ ( 4,983 ) ​ ​ — Payments related to tax withholding for share-based compensation ​ ( 564 ) ​ ( 1,525 ) Proceeds from issuance of ESPP shares ​ 239 ​ 173 Net cash used in financing activities ​ ( 9,424 ) ​ ( 5,408 ) ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents and restricted cash ​ 1,187 ​ ( 1,005 ) Net decrease in cash and cash equivalents and restricted cash ​ ( 19,929 ) ​ ( 24,449 ) Cash and cash equivalents and restricted cash: ​ ​ Balance, beginning of year ​ 189,111 ​ 327,127 Balance, end of period ​ $ 169,182 ​ $ 302,678 ​ The accompanying notes are an integral part of these condensed consolidated financial statements. ​ 7 Table of Contents HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ​ Note 1 — Basis of Presentation and New Accounting Standards The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its subsidiaries (collectively, “Helix”). Unless the context indicates otherwise, the terms “we,” “us” and “our” in this report refer collectively to Helix and its subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements in U.S. dollars have been prepared in accordance with instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of shareholders’ equity and statements of cash flows, as applicable. The operating results for the three-month period ended March 31, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Our balance sheet as of December 31, 2022 included herein has been derived from the audited balance sheet as of December 31, 2022 included in our 2022 Annual Report on Form 10-K (our “2022 Form 10-K”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our 2022 Form 10-K. Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format. We do not expect any recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective. ​ Note 2 — Company Overview We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full-field decommissioning operations. Our services are centered on a three-legged business model well positioned for a global energy transition: ● Production maximization — our assets and methodologies are specifically designed to efficiently enhance and extend the lives of existing oil and gas reserves; we also offer an alternative to take over end-of-life reserves in preparation for their abandonment; ● Renewable energy support — we are an established global leader in jet trenching and continue to seek to provide specialty support services to offshore wind farm developments, including boulder removal and unexploded ordnance clearance; and ● Decommissioning — we have historical success as a full-field abandonment contractor and believe that regulatory push for plug and abandonment (“P&A”) and transition to renewable energy will facilitate the continued growth of the abandonment market. We provide services 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 Alliance group of companies (collectively “Alliance”) on July 1, 2022 (Note 3), which we have re-branded as Helix Alliance. Our North Sea operations and our Gulf of Mexico shelf operations related to Helix Alliance are usually subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months. Our services are segregated into four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business (Note 12), and Production Facilities. 8 Table of Contents 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 H elix 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, P&A systems and coiled tubing systems. Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), which combines the HP I , the Q4000 and the Q5000 with certain well control equipment that can be deployed to respond to a well control incident, and our ownership of mature oil and gas properties. All of our current Production Facilities activities are located in the Gulf of Mexico. ​ Note 3 — Alliance Acquisition On July 1, 2022, we completed our acquisition 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 an 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. 9 Table of Contents We had finalized the purchase price allocation as of March 31, 2023 and there were no changes as compared to the amounts recorded at December 31, 2022. The following table summarizes the final purchase consideration and the final purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands): ​ ​ ​ ​ ​ ​ ​ July 1, 2022 Cash consideration ​ $ 118,961 Contingent consideration ​ 26,700 Total fair value of consideration transferred ​ $ 145,661 ​ ​ ​ ​ Assets acquired: ​ ​ ​ Cash and cash equivalents ​ $ 6,336 Accounts receivable ​ ​ 43,378 Other current assets ​ ​ 6,077 Property and equipment ​ ​ 117,321 Operating lease right-of-use assets ​ ​ 1,205 Intangible assets ​ ​ 1,500 Other assets ​ 2,133 Total assets acquired ​ ​ 177,950 Liabilities assumed: ​ ​ ​ Accounts payable ​ ​ 20,480 Accrued liabilities ​ ​ 3,073 Operating lease liabilities ​ 1,205 Deferred tax liabilities ​ 7,531 Total liabilities assumed ​ 32,289 Net assets acquired ​ $ 145,661 ​ The pro forma summary below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2022 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): ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2022 Revenues ​ $ 177,621 Net loss ​ ​ ( 41,709 ) ​ ​ 10 Table of Contents Note 4 — Details of Certain Accounts Other current assets consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Prepaids ​ $ 21,365 $ 26,609 Income tax receivable ​ ​ 1,093 ​ ​ — Contract assets (Note 9) ​ ​ 712 ​ ​ 6,295 Deferred costs (Note 9) ​ 27,505 ​ 13,969 Other ​ 12,553 ​ 11,826 Total other current assets ​ $ 63,228 $ 58,699 ​ Other assets, net consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Prepaid charter (1) ​ $ 12,544 $ 12,544 Deferred costs (Note 9) ​ ​ 4,526 ​ 6,432 Other receivable (2) ​ 25,422 ​ 24,827 Intangible assets with finite lives, net ​ 4,386 ​ 4,465 Other ​ 2,201 ​ 2,239 Total other assets, net ​ $ 49,079 $ 50,507 (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 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. Accrued liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Accrued payroll and related benefits ​ $ 29,877 $ 41,339 Accrued interest ​ ​ 2,081 ​ ​ 6,306 Income tax payable ​ — ​ 479 Deferred revenue (Note 9) ​ 11,555 ​ 9,961 Other ​ 17,298 ​ 15,489 Total accrued liabilities ​ $ 60,811 $ 73,574 ​ Other non-current liabilities consist of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Asset retirement obligations (Note 13) ​ $ 53,124 $ 51,956 Contingent consideration (Note 17) ​ ​ 46,746 ​ ​ 42,754 Other ​ 940 ​ 520 Total other non-current liabilities ​ $ 100,810 $ 95,230 ​ ​ 11 Table of Contents Note 5 — Leases We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. Our operating lease additions during the three-month period ended March 31, 2023 are primarily related to the vessel charter for the Glomar Wave (Note 14). Our operating lease additions during the three-month period ended March 31, 2022 are primarily related to the charter extensions for the Siem Helix 1 and the Siem Helix 2 . We also sublease some of our facilities under non-cancelable sublease agreements. The following table details the components of our lease cost (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Operating lease cost ​ $ 17,006 $ 14,462 Variable lease cost ​ 4,910 ​ 4,922 Short-term lease cost ​ 6,977 ​ 5,438 Sublease income ​ ( 331 ) ​ ( 249 ) Net lease cost ​ $ 28,562 $ 24,573 ​ Maturities of our operating lease liabilities as of March 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Facilities and ​ ​ ​ Vessels Equipment Total Less than one year ​ $ 60,932 ​ $ 6,688 $ 67,620 One to two years ​ 60,058 ​ 5,517 ​ 65,575 Two to three years ​ 36,690 ​ 1,974 ​ 38,664 Three to four years ​ 39,169 ​ 979 ​ 40,148 Four to five years ​ 15,845 ​ 979 ​ 16,824 Over five years ​ 791 ​ 2,597 ​ 3,388 Total lease payments ​ $ 213,485 ​ $ 18,734 $ 232,219 Less: imputed interest ​ ( 30,177 ) ​ ( 2,449 ) ​ ( 32,626 ) Total operating lease liabilities ​ $ 183,308 ​ $ 16,285 $ 199,593 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ $ 48,466 ​ $ 5,941 $ 54,407 Non-current operating lease liabilities ​ 134,842 ​ 10,344 ​ 145,186 Total operating lease liabilities ​ $ 183,308 ​ $ 16,285 $ 199,593 ​ 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 ​ 12 Table of Contents The following table presents the weighted average remaining lease term and discount rate: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 ​ 2022 Weighted average remaining lease term 3.8 years ​ 4.0 years Weighted average discount rate 7.91 % ​ 7.84 % ​ The following table presents other information related to our operating leases (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Cash paid for operating lease liabilities ​ $ 16,184 $ 16,010 Right-of-use assets obtained in exchange for new operating lease liabilities ​ 6,070 ​ 60,699 ​ ​ Note 6 — Long-Term Debt Scheduled maturities of our long-term debt outstanding as of March 31, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 ​ 2026 ​ MARAD ​ ​ ​ Notes Notes Debt Total Less than one year ​ $ 30,000 ​ $ — ​ $ 8,539 $ 38,539 One to two years ​ — ​ — ​ 8,965 ​ 8,965 Two to three years ​ — ​ 200,000 ​ 9,412 ​ 209,412 Three to four years ​ — ​ — ​ 9,881 ​ 9,881 Gross debt ​ 30,000 ​ 200,000 ​ 36,797 ​ 266,797 Unamortized debt issuance costs (1) ​ ( 87 ) ​ ( 4,299 ) ​ ( 1,951 ) ​ ( 6,337 ) Total debt ​ 29,913 ​ 195,701 ​ 34,846 ​ 260,460 Less current maturities ​ ( 29,913 ) ​ — ​ ( 8,539 ) ​ ( 38,452 ) Long-term debt ​ $ — ​ $ 195,701 ​ $ 26,307 $ 222,008 (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement. Below is a summary of certain components of our indebtedness: Credit Agreement 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. 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 March 31, 2023, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity under that facility, based on the borrowing base, totaled $ 80.0 million, net of $ 6.9 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. 13 Table of Contents 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 and for any portion of the Alliance earnout payment to be made in cash. 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. Convertible Senior Notes Due 2022 (“2022 Notes”) We fully redeemed the $ 35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity on May 1, 2022. The effective interest rate for the 2022 Notes was 4.8 %. For the three-month period ended March 31, 2022, total interest expense related to the 2022 Notes was $ 0.4 million, primarily from coupon interest expense. Convertible Senior Notes Due 2023 (“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. Holders of the 2023 Notes may 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. 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. Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption. 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 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). 14 Table of Contents The indenture governing the 2023 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2023 Notes together with any accrued interest will become immediately due and payable. The effective interest rate for the 2023 Notes is 4.8 %. For each of the three-month periods ended March 31, 2023 and 2022, total interest expense related to the 2023 Notes was $ 0.4 million, with coupon interest expense of $ 0.3 million and the amortization of debt issuance costs of $ 0.1 million. Convertible Senior Notes Due 2026 (“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 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. 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. 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. Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption. 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 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 each of the three-month periods ended March 31, 2023 and 2022, total interest expense related to the 2026 Notes was $ 3.7 million, with coupon interest expense of $ 3.4 million and the amortization of debt issuance costs of $ 0.3 million. 15 Table of Contents 2026 Capped Calls In connection with the 2026 Notes offering, we entered into capped call transactions (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 condensed consolidated balance sheets. MARAD Debt In 2005, Helix’s subsidiary CDI – Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 vessel (the “MARAD Debt”). The MARAD Debt is guaranteed by the U.S. government pursuant to Title XI of the Merchant Marine Act of 1936, administered by the Maritime Administration (“MARAD”). The obligation of CDI Title XI to reimburse MARAD in the event CDI Title XI fails to repay the MARAD Debt is collateralized by the Q4000 and is guaranteed 50 % by us. In addition, we have agreed to bareboat charter the Q4000 from CDI Title XI for so long as the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments, matures in February 2027 and bears interest at a rate of 4.93 %. The agreements relating to the bonds and the terms and conditions of our obligations to MARAD in respect of the MARAD Debt are typical for U.S. government-guaranteed ship financing transactions, including customary restrictions on incurring additional liens on the Q4000 and trading restrictions with respect to the vessel as well as working capital requirements. Other 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 March 31, 2023, we were in compliance with these covenants. The following table details the components of our net interest expense (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Interest expense ​ $ 4,869 $ 5,307 Interest income ​ ( 682 ) ​ ( 133 ) Net interest expense ​ $ 4,187 $ 5,174 ​ ​ Note 7 — 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 condensed consolidated financial statements. 16 Table of Contents For the three-month periods ended March 31, 2023 and 2022, we recognized income tax (benefit) expense of $( 2.0 ) million and $ 2.1 million, respectively, resulting in effective tax rates of 28.1 % and ( 5.4 )%, respectively. These variances were primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as losses for which no financial statement benefits have been recognized. The effective tax rate for the three-month period ended March 31, 2023 was higher than the U.S. statutory rate primarily due to certain non-deductible expenses and non-creditable foreign income taxes. For the three-month period ended March 31, 2022, our aggregate tax expense was greater than the aggregate tax benefit of our losses, resulting in negative effective tax rates. The effective tax rate for the three-month period ended March 31, 2022 was significantly lower than the U.S. statutory rate primarily due to non-creditable foreign income and deemed profit taxes, as well as losses without tax benefits. ​ ​ ​ Note 8 — Share Repurchase Programs On February 20, 2023, we announced that our Board of Directors (our “Board”) authorized a new share repurchase program (the “2023 Repurchase Program”) under which we are authorized to repurchase up to $ 200 million issued and outstanding shares of our common stock. Concurrent with the authorization of the 2023 Repurchase Program, our Board revoked the prior authorization 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 (Note 11). The 2023 Repurchase Program has no set expiration date. Repurchases under the 2023 Repurchase Program are expected to 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 2023 Repurchase 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 2023 Repurchase Program is at our discretion and subject to prevailing financial and market conditions. Any repurchased shares are expected to be cancelled. During the three-month period ended March 31, 2023, we repurchased a total of 660,000 shares of our common stock for approximately $ 5.0 million or an average of $ 7.55 per share pursuant to the 2023 Repurchase Program. ​ Note 9 — Revenue from Contracts with Customers Disaggregation of Revenue Our revenues are primarily derived from short-term and long-term service contracts with customers. Our service contracts generally contain either provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) or lump sum payment provisions (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities. Contracts are classified as long-term if all or part of the contract is to be performed over a period extending beyond 12 months from the effective date of the contract. Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration. The following table provides information about disaggregated revenue by contract duration (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Well ​ ​ ​ Shallow Water ​ Production ​ Intercompany ​ Total ​ Intervention Robotics Abandonment Facilities Eliminations Revenue Three months ended March 31, 2023 ​ ​ ​ ​ ​ ​ ​ Short-term ​ $ 77,767 ​ $ 35,205 ​ $ 49,381 ​ $ — ​ $ — ​ $ 162,353 Long-term ​ 64,671 ​ 14,017 ​ — ​ 20,905 ​ ( 11,862 ) ​ 87,731 Total ​ $ 142,438 ​ $ 49,222 ​ $ 49,381 ​ $ 20,905 ​ $ ( 11,862 ) ​ $ 250,084 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, 2022 ​ ​ ​ ​ ​ ​ ​ Short-term ​ $ 91,346 ​ $ 21,137 ​ $ — ​ $ — ​ $ ( 635 ) ​ $ 111,848 Long-term ​ 15,021 ​ 16,214 ​ — ​ 18,294 ​ ( 11,252 ) ​ 38,277 Total ​ $ 106,367 ​ $ 37,351 ​ $ — ​ $ 18,294 ​ $ ( 11,887 ) ​ $ 150,125 ​ 17 Table of Contents 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 condensed consolidated balance sheets (Note 4). Contract assets were $ 0.7 million as of March 31, 2023 and $ 6.3 million as of December 31, 2022. We had no credit losses on our contract assets for the three-month periods ended March 31, 2023 and 2022. Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer. Contract liabilities may consist of (i) advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 4). Contract liabilities totaled $ 11.6 million as of March 31, 2023 and $ 10.0 million as of December 31, 2022. Revenue recognized for the three-month periods ended March 31, 2023 and 2022 included $ 3.9 million and $ 4.3 million, respectively, that were included in the contract liability balance at the beginning of each period. We report the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period. Performance Obligations As of March 31, 2023, $ 920.4 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 554.3 million, $ 363.6 million and $ 2.5 million in 2023 , 2024 and 2025 , 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 March 31, 2023. For the three-month periods ended March 31, 2023 and 2022, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial. Contract Fulfillment Costs Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 4). Our deferred contract costs totaled $ 32.0 million as of March 31, 2023 and $ 20.4 million as of December 31, 2022. For the three-month periods ended March 31, 2023 and 2022, we recorded $ 4.7 million and $ 4.6 million, respectively, related to amortization of these deferred contract costs. There were no associated impairment losses for any period presented. For additional information regarding revenue recognition, see Notes 2 and 11 to our 2022 Form 10-K. ​ 18 Table of Contents Note 10 — Earnings Per Share 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 earnings per share (“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. Basic 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. 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 condensed consolidated statements of operations are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ ​ March 31, 2023 ​ March 31, 2022 ​ Income Shares Income Shares Basic and Diluted: ​ ​ Net loss attributable to common shareholders ​ $ ( 5,165 ) ​ ​ $ ( 42,031 ) Net loss available to common shareholders ​ $ ( 5,165 ) ​ 151,764 ​ $ ( 42,031 ) 151,142 ​ We had net losses for the three-month periods ended March 31, 2023 and 2022. 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): ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Diluted shares (as reported) 151,764 151,142 Share-based awards 2,740 953 Total 154,504 152,095 ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 2022 Notes ​ — ​ 2,435 2023 Notes 3,168 3,168 2026 Notes 28,676 28,676 ​ ​ 19 Table of Contents Note 11 — Employee Benefit Plans Long-Term Incentive Plan As of March 31, 2023, there were 3.5 million shares of our common stock available for issuance under our 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). During the three-month period ended March 31, 2023, the following grants of share-based awards were made under the 2005 Incentive Plan: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Grant Date ​ ​ ​ ​ ​ ​ ​ ​ Fair Value ​ ​ Date of Grant Award Type Shares/Units Per Share/Unit Vesting Period January 1, 2023 (1) RSU 506,436 ​ $ 7.38 33 % per year over three years January 3, 2023 (1) PSU 489,498 ​ $ 9.26 100 % on December 31, 2025 January 1, 2023 (2) Restricted stock 9,210 ​ $ 7.38 100 % on January 1, 2025 (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. 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. Forfeitures are recognized as they occur. No restricted stock awards have been granted to our executive officers or other employees since 2020. For the three-month periods ended March 31, 2023 and 2022, $ 0.3 million and $ 0.6 million, respectively, were recognized as share-based compensation related to restricted stock. Our performance share units (“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 of our Board 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 . For PSUs with a service and a market condition that 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 with a service and a performance condition that 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. For the three-month periods ended March 31, 2023 and 2022, $ 1.2 million and $ 1.1 million, respectively, were recognized as share-based compensation related to PSUs. In January 2023, based on the performance of our common stock price as compared to our performance peer group over a three-year period, 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. Our restricted stock units (“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. Liability RSUs are 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. For the three-month periods ended March 31, 2023 and 2022, $ 1.2 million and $ 0.6 million, respectively, were recognized as compensation cost. 20 Table of Contents In 2023 and 2022, we granted fixed-value cash awards of $ 6.0 million and $ 5.5 million, respectively, 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 three-month periods ended March 31, 2023 and 2022, $ 1.2 million and $ 1.0 million, respectively, were recognized as compensation cost. Defined Contribution Plan We sponsor a defined contribution 401(k) retirement plan (the “401(k) 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. For the three-month periods ended March 31, 2023 and 2022, we made $ 0.6 million and $ 0.4 million, respectively, in contributions to the 401(k) Plan. Employee Stock Purchase Plan We have an employee stock purchase plan (the “ESPP”). As of March 31, 2023, 1.3 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period. For more information regarding our employee benefit plans, including the 2005 Incentive Plan and the ESPP, see Note 13 to our 2022 Form 10-K. ​ Note 12 — Business Segment Information Through the second quarter 2022, we had 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 globally. 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. We offer our ROVs, trenchers and the IROV on a stand-alone basis or on an integrated basis with chartered robotics support vessels. 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 13). 21 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ ​ 2023 2022 Net revenues — ​ ​ ​ Well Intervention ​ $ 142,438 ​ $ 106,367 Robotics ​ 49,222 ​ 37,351 Shallow Water Abandonment ​ ​ 49,381 ​ ​ — Production Facilities ​ 20,905 ​ 18,294 Intercompany eliminations ​ ( 11,862 ) ​ ( 11,887 ) Total ​ $ 250,084 ​ $ 150,125 ​ ​ ​ ​ ​ ​ ​ Income (loss) from operations — ​ ​ Well Intervention ​ $ ( 8,143 ) ​ $ ( 31,758 ) Robotics ​ 5,094 ​ 1,480 Shallow Water Abandonment ​ ​ 6,822 ​ ​ — Production Facilities ​ 5,157 ​ 5,851 Segment operating income (loss) ​ 8,930 ​ ( 24,427 ) Change in fair value of contingent consideration ​ ​ ( 3,992 ) ​ ​ — Corporate, eliminations and other ​ ( 13,241 ) ​ ( 8,550 ) Total ​ $ ( 8,303 ) ​ $ ( 32,977 ) ​ Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Well Intervention ​ $ 4,469 ​ $ 3,850 Robotics ​ 7,393 ​ 8,037 Total ​ $ 11,862 ​ $ 11,887 ​ 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ December 31, ​ 2023 2022 Well Intervention ​ $ 1,795,612 ​ $ 1,796,269 Robotics ​ 183,986 ​ 192,694 Shallow Water Abandonment ​ ​ 205,544 ​ ​ 206,944 Production Facilities ​ 128,262 ​ 136,382 Corporate and other ​ 55,930 ​ 57,049 Total ​ $ 2,369,334 ​ $ 2,389,338 ​ ​ 22 Table of Contents Note 13 — Asset Retirement Obligations Our asset retirement obligations (“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. 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. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 AROs at January 1, ​ $ 51,956 ​ $ 29,658 Accretion expense ​ 1,168 ​ 741 AROs at March 31, ​ $ 53,124 ​ $ 30,399 ​ ​ Note 14 — Commitments and Contingencies and Other Matters Commitments In January 2023, we entered into a three-year charter agreement for the Glomar Wave in the North Sea with options to extend. We have long-term charter agreements with Siem Offshore AS for the Siem Helix 1 and Siem Helix 2 vessels expiring in February 2025 and February 2027, respectively, with options to extend. We have time charter agreements for the Grand Canyon II and Grand Canyon III vessels expiring in December 2027 and May 2028, respectively, with options to renew. We also have a time charter agreement for the Shelia Bordelon in the Gulf of Mexico through June 2024 and a short-term time charter agreement for the Horizon Enabler in the North Sea. Contingencies and Claims Our contingent consideration liability resulting from the Alliance acquisition is subject to risk, through the remainder of the contingency period, which ends on December 31, 2023, 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 or 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. 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, and 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. 23 Table of Contents ​ Note 15 — Statement of Cash Flow Information We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of three months or less. We classify cash as restricted when there are legal or contractual restrictions for its withdrawal. The following table provides supplemental cash flow information (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ March 31, ​ 2023 2022 Interest paid ​ $ 8,498 ​ $ 8,708 Income taxes paid (1) ​ 1,708 ​ 2,736 (1) Exclusive of any income tax refunds. ​ Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions totaled $ 0.2 million at March 31, 2023 and $ 0.3 million at December 31, 2022. ​ Note 16 — Allowance 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. The following table sets forth the activity in our allowance for credit losses (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ 2023 2022 Balance at January 1, ​ $ 2,277 ​ $ 1,477 Additions (reductions) (1) ​ 141 ​ ( 126 ) Balance at March 31, ​ $ 2,418 ​ $ 1,351 (1) Additions (reductions) in allowance for credit losses reflect credit loss reserves (releases) during the respective periods. ​ Note 17 — 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 March 31, 2023 ​ Level 1 Level 2 Level 3 Total Liabilities: ​ ​ ​ ​ Contingent consideration ​ — ​ — ​ 46,746 ​ 46,746 ​ 24 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 changes in the fair value of contingent consideration are as follows (in thousands): ​ ​ ​ ​ ​ ​ 2023 Balance at January 1, ​ $ 42,754 Change in fair value ​ ​ 3,992 Balance at March 31, ​ $ 46,746 ​ The principal amount and estimated fair value of our long-term debt are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2023 ​ December 31, 2022 ​ ​ Principal ​ Fair ​ Principal ​ Fair ​ Amount (1) Value (2) Amount (1) Value (2) MARAD Debt (matures February 2027) ​ $ 36,797 ​ $ 36,888 ​ $ 40,913 ​ $ 40,940 2023 Notes (mature September 2023) ​ 30,000 ​ 30,590 ​ 30,000 ​ 31,149 2026 Notes (mature February 2026) ​ 200,000 ​ 274,287 ​ 200,000 ​ 277,014 Total debt ​ $ 266,797 ​ $ 341,765 ​ $ 270,913 ​ $ 349,103 (1) Principal amount includes current maturities and excludes any related unamortized debt issuance costs. See Note 6 for additional disclosures on our long-term debt. (2) The estimated fair value of 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. ​ ​