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We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matters
−Removed: 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:
−Removed: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: 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.
+Added: Critical Audit Matter
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
+Added: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
+Added: The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.
Evaluation of property and equipment impairment triggering events
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We compared the Company’s historical forecasts to actual results by asset group to assess the Company’s ability to accurately forecast.
−Removed: Fair value measurement of contingent consideration and property and equipment acquired in the Alliance acquisition
−Removed: 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.
−Removed: 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.
−Removed: The acquisition date fair value of the contingent consideration was approximately $26.7 million and year end fair value was approximately $42.8 million.
−Removed: 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.
−Removed: 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.
−Removed: The following are the primary procedures we performed to address this critical audit matter.
−Removed: 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.
−Removed: 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.
−Removed: In addition, we involved valuation professionals with specialized skills and knowledge, who assisted in evaluating:
−Removed: ● the weighted average cost of capital assumption by independently developing a range of rates using publicly available market interest rate data
−Removed: ● the Company’s assumptions over the estimated replacement cost including economic obsolescence applied by comparing selected trends and data with leading industry sources.
We have served as the Company’s auditor since 2016.
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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, 2023 and 2022, 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, 2023, and the related notes (collectively, the consolidated financial statements), and our report dated February 28, 2024 expressed an unqualified opinion on those consolidated financial statements.
−Removed: 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.
−Removed: 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
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Gain (loss) on disposition of assets, net
−Removed: Goodwill impairment
Acquisition and integration costs
4 unchanged sentences
Net interest expense
−Removed: Gain (loss) on extinguishment of long-term debt
−Removed: Other income (expense), net
+Added: Loss on extinguishment of long-term debt
+Added: Other expense, net
Royalty income and other
1 unchanged sentence
Income tax provision (benefit)
−Removed: Net income (loss)
Net loss attributable to redeemable noncontrolling interests
−Removed: Net income (loss) attributable to common shareholders
−Removed: Earnings (loss) per share of common stock:
+Added: Net loss attributable to common shareholders
+Added: Loss per share of common stock:
Weighted average common shares outstanding:
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Year Ended December 31,
−Removed: Net income (loss)
Other comprehensive income (loss), net of tax:
−Removed: Net unrealized loss on hedges arising during the period
−Removed: Reclassifications into earnings
−Removed: Income taxes on hedges
−Removed: Net change in hedges, net of tax
Foreign currency translation gain (loss)
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Balance, December 31, 2020
−Removed: Net income (loss)
−Removed: Credit losses recognized in retained earnings upon adoption of ASU No.
+Added: Cumulative-effect adjustments upon adoption of ASU No.
Foreign currency translation adjustments
−Removed: Unrealized gain on hedges, net of tax
Accretion of redeemable noncontrolling interests
−Removed: Equity component of convertible senior notes
−Removed: Re-acquisition of equity component of convertible senior notes
−Removed: Capped call transactions
+Added: Acquisition of redeemable noncontrolling interests
Activity in company stock plans, net and other
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Balance, December 31, 2021
−Removed: Cumulative-effect adjustments upon adoption of ASU No.
Foreign currency translation adjustments
−Removed: Accretion of redeemable noncontrolling interests
−Removed: Acquisition of redeemable noncontrolling interests
Activity in company stock plans, net and other
2 unchanged sentences
Foreign currency translation adjustments
+Added: Repurchase of convertible senior notes
+Added: Termination of capped calls
+Added: Repurchases of common stock
Activity in company stock plans, net and other
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Cash flows from operating activities:
−Removed: Net income (loss)
−Removed: Adjustments to reconcile net income (loss) to net cash provided by operating activities:
+Added: Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization
−Removed: Goodwill impairment
−Removed: Amortization of debt discounts
+Added: Amortization of debt discount
Amortization of debt issuance costs
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(Gain) loss on disposition of assets, net
−Removed: (Gain) loss on extinguishment of long-term debt
−Removed: Unrealized gain on derivative contracts, net
−Removed: Unrealized foreign currency (gain) loss
+Added: Loss on extinguishment of long-term debt
+Added: Unrealized foreign currency loss
Change in fair value of contingent consideration
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Proceeds from sale of assets
+Added: Proceeds from insurance recoveries
Net cash used in investing activities
Cash flows from financing activities:
−Removed: Proceeds from convertible senior notes
−Removed: Repayment of convertible senior notes
+Added: Proceeds from senior notes, net of discount
+Added: Payments related to convertible senior notes
Repayment of Term Loan
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Repayment of MARAD Debt
−Removed: Capped call transactions
+Added: Proceeds from settlement of capped calls
Debt issuance costs
Acquisition of redeemable noncontrolling interests
+Added: Repurchases of common stock
Payments related to tax withholding for share-based compensation
Proceeds from issuance of ESPP shares
−Removed: Net cash used in financing activities
+Added: Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash equivalents and restricted cash
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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.
−Removed: 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.
+Added: Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments.
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.
−Removed: 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.
−Removed: 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.
+Added: We 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, which we re-branded as Helix Alliance.
+Added: 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 Operations
Our services are segregated into four reportable business segments:
−Removed: 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).
−Removed: 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.
+Added: Well Intervention, Robotics, Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business, and Production Facilities.
+Added: Our Well Intervention segment provides services enabling our customers to safely access subsea offshore wells for the purpose of performing production enhancement or decommissioning operations, thereby mitigating the need to drill new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and natural 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.
−Removed: 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.
+Added: 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 with the delivery of renewable 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.
+Added: We offer our ROVs, trenchers and the IROV boulder grab 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 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.
−Removed: 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.
+Added: 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, plug and abandonment (“P&A”) systems and coiled tubing (“CT”) 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.
19 unchanged sentences
Our restricted cash as of December 31, 2022 consisted of $ 2.5 million pledged toward our asset-based credit agreement (the “ABL Facility”).
−Removed: 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.
−Removed: These cash pledges increase the availability under the ABL Facility.
Accounts Receivable and Allowance for Credit Losses
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Accounts receivable are stated at the historical carrying amount, net of write-offs and allowance for credit losses.
−Removed: We perform ongoing credit evaluations of our customers and provide allowances for credit losses.
+Added: We perform ongoing credit evaluations of our customers and provide allowances for expected 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.
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The purchase price allocation is subject to revision to reflect new information obtained about facts and circumstances that existed at the acquisition date.
−Removed: 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.
−Removed: 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.
+Added: The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, is finalized as soon as practicable, but no later than one year from the closing of the acquisition.
+Added: Contingent consideration payable in cash 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 “Change in fair value of contingent consideration” in the consolidated statements of operations until the liability is no longer contingent (Note 19).
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.
−Removed: Also presented separately are the changes in fair value of the contingent earn-out consideration (Note 19).
Property and Equipment
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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.
−Removed: Capitalized Interest
−Removed: Interest from external borrowings is capitalized on major projects under development until the assets are ready for their intended use.
−Removed: Capitalized interest is added to the cost of the underlying asset and is amortized over the useful life of the asset.
−Removed: 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
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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.
+Added: Our remaining investment in Independence Hub is insignificant.
Leases with a term greater than one year are recognized in the consolidated balance sheet as right-of-use (“ROU”) assets and lease liabilities.
9 unchanged sentences
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.
−Removed: Goodwill impairment is evaluated using a two-step process.
−Removed: The first step involves comparing a reporting unit’s fair value with its carrying amount.
−Removed: We have the option to assess qualitative factors to determine if it is necessary to perform the first step.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: Recertification costs for a vessel are typically incurred while the vessel is in dry dock.
+Added: Recertification costs for a vessel are typically incurred while the vessel is in regulatory docking.
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.
−Removed: 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.
+Added: A recertification process, including vessel dry dock, typically lasts between one to three months for our vessels, 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.
5 unchanged sentences
We may also perform down-hole intervention work and provide certain engineering services.
−Removed: 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.
+Added: 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 clearance for the oil and gas and the renewable energy markets and to provide offshore construction, well intervention support 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.
−Removed: 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;
+Added: We generate revenue in our Shallow Water Abandonment segment by providing decommissioning and intervention services with P&A and CT 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.
−Removed: Our revenues are derived from short-term and long-term service contracts with customers.
−Removed: 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).
+Added: Our revenues are primarily derived from short-term and long-term service contracts with customers.
+Added: Our service contracts generally contain provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) but we occasionally contract on a lump sum basis (lump sum contracts).
We record revenues net of taxes collected from customers and remitted to governmental authorities.
5 unchanged sentences
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.
−Removed: 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.
+Added: We generally consider integrated offerings to be a single performance obligation due to the interdependencies of the offerings.
+Added: 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 and excludes certain amounts that have been disputed by our customers.
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.
11 unchanged sentences
We receive reimbursements from our customers for the purchase of supplies, equipment, personnel services and other services provided at their request.
−Removed: Reimbursable revenues are variable and subject to uncertainty as the amounts received and timing thereof are dependent on factors outside of our influence.
+Added: Reimbursable revenues are variable as the amounts received are generally subject to uncertainty.
Accordingly, these revenues are constrained and not recognized until the related costs are incurred on behalf of the customer.
24 unchanged sentences
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.
−Removed: At December 31, 2022, we believe that we have appropriately accounted for any unrecognized tax benefits.
−Removed: 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.
+Added: At December 31, 2023, we believe we have appropriately accounted for any unrecognized tax benefits.
Share-Based Compensation
−Removed: Share-based compensation is measured at the grant date based on the estimated fair value of an award.
−Removed: Share-based compensation based solely on service conditions is recognized on a straight-line basis over the vesting period of the related shares.
+Added: Share-based payment awards are classified as either equity or liability awards based on various factors such as award conditions, settlement features, substantive terms and past practices.
+Added: Shared-based compensation is initially measured at the grant date based on the estimated fair value of an award and subsequently measured depending on their award conditions and classification.
Forfeitures are recognized as they occur.
+Added: Restricted stock awards are based solely on service conditions and are accounted for as equity awards.
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.
−Removed: 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.
−Removed: 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.
+Added: For performance share unit (“PSU”) awards 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.
+Added: 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.
−Removed: 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.
+Added: Restricted stock unit (“RSU”) awards accounted for as liability awards 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.
13 unchanged sentences
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.
−Removed: 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.
+Added: 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, 2023, 2022 and 2021, our foreign currency transaction losses totaled $ 4.4 million, $ 23.4 million and $ 1.5 million, respectively.
Earnings Per Share
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: 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 earnings per share (“EPS”) under the two-class method in periods in which we have earnings.
+Added: Under the two-class method, net income 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.
+Added: Basic earnings per share (“EPS”) is computed by dividing net income allocated to common shareholders or net loss by the weighted average shares of our common stock outstanding.
+Added: Diluted EPS is computed in a similar manner after considering the potential dilutive effect of share-based awards and convertible senior notes and taking the more dilutive of the two-class method and the treasury stock method or if-converted method, as applicable.
+Added: The dilutive effect of share-based awards is computed using the treasury stock method, as applicable, which includes the incremental shares that would be hypothetically vested in excess of the number of shares assumed to be hypothetically repurchased with the assumed proceeds.
+Added: The effect of convertible senior notes is computed using the if-converted method, if dilutive, which assumes conversion of the convertible senior notes into shares of our common stock at the beginning of the period, giving income recognition for the add-back of related interest expense (net of tax).
Major Customers and Concentration of Risk
−Removed: We offer our products and services primarily in the offshore oil and gas and renewable markets.
−Removed: 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.
+Added: We offer our products and services primarily in the offshore oil and gas and renewable energy markets.
+Added: 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 natural 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.
−Removed: The percentages of consolidated revenue from major customers (those representing 10% or more of our consolidated revenues) are as follows:
+Added: The percentages of consolidated revenue from major customers (those representing 10% or more of our consolidated revenues) were as follows:
+Added: 2023 — Apache ( 11 %) and Shell ( 10 %);
2022 — Shell ( 15 %);
−Removed: 2021 — Petrobras ( 23 %) and Shell ( 17 %);
−Removed: and 2020 — Petrobras ( 28 %) and BP ( 17 %).
−Removed: Most of the concentration of revenues are in our Well Intervention segment.
+Added: and 2021 — Petrobras ( 23 %) and Shell ( 17 %).
+Added: Most of the concentration of revenues are in our Well Intervention segment and, for 2023, our Shallow Water Abandonment segment.
+Added: As of December 31, 2023, 19 % of our labor force was covered by collective bargaining agreements or similar arrangements and 17 % of our labor force was covered by those agreements that will expire within one year.
Fair Value Measurements
13 unchanged sentences
New accounting standards adopted
−Removed: In June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.
−Removed: 2016-13, “Measurement of Credit Losses on Financial Instruments,” which was updated by subsequent amendments.
−Removed: 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.
−Removed: Upon adoption of ASU No.
−Removed: 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.
−Removed: 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.
−Removed: See Note 18 for additional information regarding allowance for credit losses on our accounts receivable.
−Removed: In August 2020, the FASB issued ASU No.
+Added: In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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.
5 unchanged sentences
The adoption of this ASU also increased our retained earnings and decreased deferred tax liabilities by $ 6.7 million and $ 9.3 million, respectively.
−Removed: As a result of our adoption of ASU No.
−Removed: 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
−Removed: 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.
+Added: In November 2023, the FASB issued ASU No.
+Added: 2023-07, “Improvements to Reportable Segment Disclosures,” which requires all public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss as well as an amount for other segment items by reportable segment and a description of its composition.
+Added: 2023-07 requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods as well.
+Added: Among other things, this ASU also requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
+Added: 2023-07 will be effective on a retrospective basis for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025.
+Added: This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023-09, “Improvements to Income Tax Disclosures,” which requires public business entities on an annual basis to disclose specific categories in a tabular rate reconciliation using both percentages and reporting currency amounts and to provide additional information for reconciling items that meet certain quantitative threshold.
+Added: This ASU also requires that all entities disclose on an annual basis the disaggregation of income taxes paid (net of refunds received) by federal, state and foreign and by jurisdictions, of income (or loss) from continuing operations before income tax expense (or benefit) between domestic and foreign, and of income tax expense (or benefit) from continuing operations by federal, state and foreign.
+Added: Certain previous disclosure requirements on unrecognized tax benefits and cumulative amount of temporary differences are eliminated.
+Added: 2023-09 will be effective for us beginning January 1, 2025.
+Added: This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.
+Added: We do not expect 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
−Removed: On July 1, 2022, we completed our acquisition of all of the equity interests of Alliance.
−Removed: The Alliance acquisition extends our energy transition strategy by adding shallow water capabilities into what we expect to be a growing offshore decommissioning market.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: On July 1, 2022, we completed our acquisition of Alliance.
+Added: The Alliance acquisition extended our energy transition strategy by adding shallow water capabilities into the growing offshore decommissioning market.
+Added: The aggregate purchase price of the Alliance acquisition was $ 145.7 million, consisting of $ 119.0 million of cash on hand and the acquisition-date estimated fair value of $ 26.7 million related to the post-closing earn-out consideration.
+Added: The earn-out was 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 dated May 16, 2022.
+Added: During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earn-out expected to be paid in cash in April 2024.
+Added: As of December 31, 2023, the Alliance earn-out consideration is reported at $ 85.0 million in “Accrued liabilities” in the accompanying consolidated balance sheet (Note 4).
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):
−Removed: As Originally
−Removed: Adjustments (1)
Cash consideration
16 unchanged sentences
Net assets acquired
−Removed: (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.
−Removed: (2) The gross contractual accounts receivable totaled $ 44.2 million .
−Removed: The fair value of accounts receivable reflects our best estimate at the acquisition date of contractual cash flows expected to be collected .
−Removed: 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.
−Removed: The pro forma summary uses estimates and assumptions based on information available at the time.
−Removed: Management believes the estimates and assumptions to be reasonable;
−Removed: however, actual results may differ significantly from this pro forma financial information.
−Removed: The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations.
−Removed: 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.
−Removed: The following table summarizes the pro forma results of Helix and Alliance (in thousands):
+Added: The pro forma summary table below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2021 (in thousands).
+Added: The unaudited pro forma summary includes certain transaction accounting adjustments as necessary and uses estimates and assumptions based on information available at the time.
+Added: The 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.
Year Ended December 31,
STL Acquisition
−Removed: In May 2019, we acquired a 70 % controlling interest in STL, a subsea engineering firm based in Aberdeen, Scotland.
−Removed: The acquisition resulted in goodwill of $ 6.9 million.
−Removed: 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.
+Added: In May 2019, we acquired a 70 % controlling interest in Subsea Technologies Group Ltd.
+Added: (“STL”), a subsea engineering firm based in Aberdeen, Scotland.
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.
−Removed: The changes in the carrying amount of goodwill are as follows (in thousands):
−Removed: Well Intervention
−Removed: Balance at December 31, 2019
−Removed: Impairment loss
−Removed: Foreign currency adjustments
−Removed: Balance at December 31, 2020
Note 4 — Details of Certain Accounts
Other current assets consist of the following (in thousands):
−Removed: Income tax receivable
Contract assets (Note 11)
Deferred costs (Note 11)
−Removed: Other receivable (1)
Total other current assets
−Removed: (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;
−Removed: 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):
5 unchanged sentences
(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.
−Removed: (2) Represents agreed-upon amounts that we are entitled to receive from Marathon Oil;
−Removed: reclassified to non-current as we expect the remaining P&A work to be performed beyond 12 months from December 31, 2022.
+Added: (2) Represents the present value of the 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):
3 unchanged sentences
Deferred revenue (Note 11)
−Removed: Asset retirement obligations (Note 15)
+Added: Earn-out consideration (Note 3)
Total accrued liabilities
+Added: (1) During the third quarter 2023, we acquired five P&A systems and other assets for total consideration of $ 17.6 million including $ 6.0 million in cash in addition to credits towards future services offered by us.
+Added: Amount as of December 31, 2023 included $ 9.0 million of those credits .
Other non-current liabilities consist of the following (in thousands):
−Removed: Deferred revenue (Note 11)
Asset retirement obligations (Note 15)
1 unchanged sentence
Total other non-current liabilities
+Added: (1) Amount as of December 31, 2023 included $ 2.6 million of credits offered by us in exchange for the purchase of P&A equipment (see above).
Note 5 — Property and Equipment
2 unchanged sentences
15 to 30 years
+Added: Systems and equipment
+Added: 5 to 15 years
ROVs and trenchers
5 to 10 years
−Removed: Machinery, equipment, buildings and other
+Added: Buildings and other
5 to 39 years
2 unchanged sentences
We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031.
−Removed: 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).
+Added: Our operating lease additions during the year ended December 31, 2023 are primarily related to the vessel charters for the Glomar Wave and the Horizon Enabler (Note 16).
+Added: Our operating lease additions during the year ended December 31, 2022 are primarily related to the charter extensions for the Siem Helix 1 , the Siem Helix 2 , the Grand Canyon II , the Grand Canyon III and the Shelia Bordelon .
We also sublease some of our facilities under non-cancelable sublease agreements.
−Removed: As of December 31, 2022, the minimum sublease income to be received in the future totaled $ 1.3 million.
+Added: As of December 31, 2023, the minimum sublease income to be received in the future was minimal.
The following table details the components of our lease cost (in thousands):
42 unchanged sentences
Long-term debt consists of the following (in thousands):
−Removed: 2022 Notes (matured May 2022)
−Removed: 2023 Notes (mature September 2023)
+Added: 2023 Notes (matured September 2023)
2026 Notes (mature February 2026)
MARAD Debt (matures February 2027)
+Added: 2029 Notes (mature March 2029)
+Added: Unamortized debt discount
Unamortized debt issuance costs
1 unchanged sentence
Long-term debt
+Added: (1) Current maturities as of December 31, 2023 included the carrying amount of the 2026 Notes that are subject to conversion and/or redemption in 2024 (see Note 19 for their fair value).
+Added: Current maturities as of December 31, 2022 included the carrying amount of the 2023 Notes that matured in September 2023.
+Added: Current maturities as of December 31, 2023 and 2022 both included the current portion of the MARAD Debt.
Credit Agreement
1 unchanged sentence
(“Bank of America”), Wells Fargo Bank, N.A.
−Removed: and Zions Bancorporation and on July 1, 2022 we entered into a first amendment to the credit agreement (collectively, the “Amended ABL Facility”).
+Added: and Zions Bancorporation and subsequently we entered into amendments to the credit agreement on July 1, 2022, June 23,2023 and November 15, 2023 (collectively, the “Amended ABL Facility”).
The Amended ABL Facility provides for a $ 120 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.
6 unchanged sentences
We and certain of our U.S.
−Removed: 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.
+Added: subsidiaries 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.
subsidiaries, excluding Cal Dive I – Title XI, Inc.
12 unchanged sentences
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 $ 12 million.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The effective interest rate for the 2022 Notes was 4.8 %.
−Removed: 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.
−Removed: As a result of our adoption of ASU No.
−Removed: 2020-06, there were no longer any debt discounts to amortize in 2022 and 2021 (Note 2).
−Removed: 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.
−Removed: 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.
−Removed: The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased by us.
−Removed: 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.
−Removed: Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof.
−Removed: 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).
−Removed: 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.
−Removed: Prior to March 15, 2021, the 2023 Notes were not redeemable.
−Removed: 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.
−Removed: 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.
−Removed: Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption.
−Removed: 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).
−Removed: 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.
−Removed: 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.
−Removed: The effective interest rate for the 2023 Notes is 4.8 %.
−Removed: 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.
−Removed: As a result of our adoption of ASU No.
−Removed: 2020-06, there were no longer any debt discounts to amortize in 2022 and 2021 (Note 2).
−Removed: 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.
−Removed: 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.
−Removed: The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us.
−Removed: 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.
+Added: The Amended ABL Facility also requires us to maintain a pro forma minimum excess availability of $ 30 million for the 91 days prior to the maturity of each of our outstanding senior notes and for any portion of the Alliance earn-out payment to be made in cash.
+Added: The Amended ABL Facility also (i) limits the amount of permitted debt for the deferred purchase price of property not to exceed $ 50 million, and (ii) provides for potential ESG-related 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.
+Added: 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.
+Added: The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us (see below).
+Added: 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 initially represented 28,675,900 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.
2 unchanged sentences
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.
+Added: The effective interest rate for the 2026 Notes is 7.6 %.
+Added: For the years ended December 31, 2023, 2022 and 2021, total interest expense related to the 2026 Notes was $ 14.6 million, $ 14.8 million and $ 14.7 million, respectively, with coupon interest expense of $ 13.3 million, $ 13.5 million and $ 13.5 million, respectively, and the amortization of debt issuance costs of $ 1.3 million, $ 1.3 million and $ 1.2 million, respectively.
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).
+Added: The 2026 Notes have been convertible since October 1, 2023 and will continue to be convertible through March 31, 2024 as a result of the share price condition being met.
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.
−Removed: Prior to August 15, 2023, the 2026 Notes are not redeemable.
−Removed: 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.
+Added: Prior to August 15, 2023, the 2026 Notes were not redeemable.
+Added: Beginning August 15, 2023, we may, at our option, 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 the date we provide a notice of redemption and the trading day immediately preceding such date (redemption price condition).
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.
+Added: The 2026 Notes were redeemable as of December 31, 2023 based on the redemption price condition being met and on January 16, 2024 we issued a notice for the redemption of remaining 2026 Notes (see below).
Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption.
2 unchanged sentences
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.
−Removed: The effective interest rate for the 2026 Notes is 7.6 %.
−Removed: 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.
−Removed: As a result of our adoption of ASU No.
−Removed: 2020-06, there were no longer any debt discounts to amortize in 2022 and 2021 (Note 2).
−Removed: 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.
+Added: In December 2023, we entered into privately negotiated agreements with certain holders of our 2026 Notes to repurchase $ 159.8 million aggregate principal amount of the 2026 Notes (the “2026 Notes Repurchases”) for 1.5 million shares of our common stock and aggregate cash payments of $ 229.7 million, plus accrued and unpaid cash interest of $ 3.8 million.
+Added: We recognized pre-tax inducement charges of $ 37.4 million for the 2026 Notes Repurchases, representing the total settlement value in excess of the total conversion value of the 2026 Notes Repurchases when the final negotiated offers were accepted.
+Added: These charges are reflected in “Loss on extinguishment of long-term debt” in the accompanying consolidated statements of operations.
+Added: The conversion value paid in excess of the carrying amount of the 2026 Notes Repurchases is reflected in “Common stock” in the shareholders’ equity section of the accompanying consolidated balance sheet.
+Added: Concurrently with the 2026 Notes Repurchases, we entered into agreements with the 2026 Capped Calls counterparties to terminate a proportionate amount of the 2026 Capped Calls and received $ 15.6 million in cash proceeds for the termination (Note 9).
+Added: In January 2024, we issued a notice for the redemption of the remaining $ 40.0 million aggregate principal amount of the 2026 Notes to be settled March 20, 2024.
+Added: The redemption price, which consists of the principal amount and the make-whole premium, plus accrued and unpaid interest, is required to be settled in cash.
+Added: Holders can convert their 2026 Notes prior to the redemption date, and any conversion thereof will be settled in cash.
+Added: The ultimate settlement amount of the 2026 Notes will be dependent on various factors, including the number of notes converted and the volume weighted average trading price of our common stock during the measurement period preceding their settlement.
+Added: In December 2023, $ 0.2 million aggregate principal amount of the 2026 Notes was tendered for conversion, which is also expected to be cash settled in March 2024.
+Added: The carrying amount of the remaining 2026 Notes as of December 31, 2023 is reflected in “Current maturities of long-term debt” in the accompanying consolidated balance sheet (see Note 19 for their fair value).
In 2005, Helix’s subsidiary CDI-Title XI issued its U.S.
5 unchanged sentences
The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93 %.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: We believe the agreements relating to the bonds and the terms and conditions of our obligations to MARAD in respect of the MARAD Debt were typical for U.S.
+Added: government-guaranteed ship financing transactions when they were entered into, including customary restrictions on incurring additional liens on the Q4000 and trading restrictions with respect to the vessel as well as working capital requirements.
+Added: On December 1, 2023, we issued $ 300 million aggregate principal amount of Senior Notes due 2029 (the “2029 Notes”).
+Added: The net proceeds from the issuance of the 2029 Notes were approximately $ 291.1 million, after deducting the purchasers’ discount and debt issuance costs.
+Added: We used $ 229.7 million of cash proceeds from the offering (excluding accrued interest), together with 1.5 million shares of our common stock, to fund the repurchase of $ 159.8 million aggregate principal amount of the 2026 Notes in December 2023.
+Added: We intend to use the remainder of the net proceeds from this offering for redemption of the remaining 2026 Notes outstanding and for general corporate purposes, which may include repayment of other indebtedness.
+Added: The 2029 Notes bear interest at a coupon interest rate of 9.75 % per annum payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2024.
+Added: The 2029 Notes mature on March 1, 2029 unless earlier redeemed or repurchased by us.
+Added: Prior to March 1, 2026, we may, at our option, redeem the 2029 Notes, in whole or in part, at a price equal to 100 % of the aggregate principal amount of the notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date.
+Added: On or after March 1, 2026, we may, at our option, redeem the 2029 Notes, in whole or in part, at the redemption prices (expressed as percentages of the principal amount of the notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
+Added: Prior to March 1, 2026, following certain equity offerings we may, at our option, on any one or more occasions, redeem up to 40 % of the 2029 Notes at a price equal to 109.750 % of the aggregate principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an amount not exceeding the proceeds of such equity offerings.
+Added: 2028 and thereafter
+Added: Upon the occurrence of a Change of Control Triggering Event, as defined in the indenture governing the 2029 Notes, we may be required to make an offer to repurchase all of the notes then outstanding at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the repurchase date.
+Added: The indenture governing the 2029 Notes contains customary terms and covenants, including limitations on additional indebtedness, restricted payments, liens, asset sales, transactions with affiliates, mergers and consolidations, designation of unrestricted subsidiaries, and dividend and other restrictions affecting restricted subsidiaries.
+Added: The 2029 Notes are guaranteed on a senior unsecured basis by the subsidiaries that guarantee the Amended ABL Facility, as well as certain future subsidiaries that guarantee certain of our indebtedness, including the Amended ABL Facility.
+Added: The 2029 Notes are junior in right of payment to all our existing and future secured indebtedness and obligations and rank equally in right of payment with all our existing and future senior unsecured indebtedness.
+Added: The 2029 Notes rank senior in right of payment to any of our future subordinated indebtedness and are fully and unconditionally guaranteed by the guarantors described above on a senior basis.
+Added: In accordance with the Amended ABL Facility, the 2026 Notes, the MARAD Debt and the 2029 Notes, 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, 2023, we were in compliance with these covenants.
+Added: The 2023 Notes matured on September 15, 2023.
+Added: Upon maturity of the 2023 Notes, we paid $ 29.6 million in cash to settle the conversion of $ 29.2 million aggregate principal amount of the notes, plus accrued and unpaid interest.
+Added: We recorded the conversion value in excess of such principal amount converted to “Common stock” in the accompanying consolidated balance sheet.
+Added: Notes representing the remaining $ 0.8 million aggregate principal amount of the 2023 Notes were redeemed at par, plus accrued and unpaid interest.
+Added: The 2023 Notes had a coupon interest rate of 4.125 % per annum and an effective interest rate of 4.8 %.
+Added: For the years ended December 31, 2023, 2022 and 2021, total interest expense related to the 2023 Notes was $ 1.0 million, $ 1.4 million and $ 1.4 million, respectively, primarily from coupon interest expense.
+Added: We fully paid the $ 35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity as of May 1, 2022.
+Added: The effective interest rate for the 2022 Notes was 4.8 %.
+Added: 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.
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.
11 unchanged sentences
Four to five years
+Added: Over five years
+Added: Unamortized debt discount (1)
Unamortized debt issuance costs (1)
1 unchanged sentence
Long-term debt
−Removed: (1) Debt issuance costs are amortized to interest expense over the term of the applicable debt agreement.
+Added: (1) Debt discount and debt issuance costs are amortized to interest expense over the term of the applicable debt agreement.
+Added: (2) Current maturities of the 2026 Notes reflect the carrying amount of the remaining 2026 Notes that are subject to conversion and/or redemption in 2024 (see Note 19 for their fair value).
The following table details the components of our net interest expense (in thousands):
1 unchanged sentence
Interest expense
−Removed: Capitalized interest
Interest income
18 unchanged sentences
statutory rate
−Removed: Foreign tax provision (benefit)
−Removed: Subsidiary restructuring
+Added: Foreign tax provision
Change in valuation allowance
Non-deductible expenses
+Added: Extinguishment of long-term debt (1)
Income tax provision (benefit)
−Removed: 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.
+Added: (1) Primarily relates to the non-deductibility for U.S.
+Added: federal income tax purposes of certain charges associated with the 2026 Notes Repurchases (Note 7).
+Added: For the year ended December 31, 2023, the valuation allowance increased by $ 59.0 million, which included a $ 51.4 million increase for a change in assessment of our Luxembourg net operating losses, and a $ 7.6 million increase in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns.
+Added: Due to changes in the Luxembourg taxation of our Brazilian operations during the year, the assessment on the realizability of our Luxembourg net operating losses changed from remote to not more likely than not.
+Added: Therefore, a deferred tax asset and corresponding valuation allowance have been recorded accordingly.
+Added: For 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.
−Removed: On March 27, 2020, the U.S.
−Removed: Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted, extending the U.S.
−Removed: tax loss carryback period from three years to five years .
−Removed: 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.
−Removed: net operating loss).
−Removed: Also during the year ended December 31, 2020, we migrated two of our foreign subsidiaries into our U.S.
−Removed: consolidated tax group.
−Removed: As a result, these subsidiaries are not subject to future U.S.
−Removed: 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.
10 unchanged sentences
At December 31, 2023, our U.S.
−Removed: 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.
−Removed: Management believes it is more likely than not that these tax losses will be utilized prior to their expiration.
−Removed: At December 31, 2022, we had $ 4.2 million in gross U.S.
−Removed: tax credits, which included $ 3.0 million of foreign tax credits subject to a full valuation allowance.
+Added: tax attributes included $ 35.6 million of net operating losses, which do not expire, and $ 3.0 million in tax credits, which are subject to a full valuation allowance.
At December 31, 2023, our non-U.S.
−Removed: net operating losses totaled $ 69.7 million, which do not expire under local tax law.
+Added: net operating losses totaled $ 280.6 million, which included $ 217.5 million net operating losses in Luxembourg, and $ 63.1 million net operating losses in U.K.
+Added: and Brazil, which do not expire under local tax law.
At December 31, 2023, we had accumulated undistributed earnings generated by our non-U.S.
−Removed: subsidiaries of approximately $ 78.9 million, which management intends to indefinitely reinvest in our international operations.
−Removed: Due to the enactment of the U.S.
−Removed: Tax Cuts and Jobs Act, repatriations of foreign earnings will generally be free of U.S.
−Removed: federal tax but may be subject to changes in future tax legislation that may result in taxation.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We account for tax-related interest in interest expense and tax penalties in selling, general and administrative expenses.
−Removed: However, no interest has been recorded for these positions as the amount was immaterial.
+Added: subsidiaries of approximately $ 79.1 million.
+Added: With the enactment of the U.S.
+Added: Tax Cuts and Jobs Act in 2017, repatriations of foreign earnings are generally free of U.S.
+Added: federal income taxation.
+Added: For the year ended December 31, 2023, we released our remaining reserve for uncertain tax positions of $ 0.1 million, which related to a research and development credit taken on our 2019 U.S.
+Added: Federal Income Tax Return.
We file tax returns in the U.S.
9 unchanged sentences
In connection with the 2026 Notes offering (Note 7), we entered into the 2026 Capped Calls with three separate option counterparties.
−Removed: 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.
+Added: The 2026 Capped Calls were initially for an aggregate of 28,675,900 shares of our common stock, which corresponded to the shares into which the 2026 Notes were 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.
−Removed: The strike and cap prices are subject to certain adjustments.
−Removed: 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.
+Added: The 2026 Capped Calls are intended to offset some or all of the potential dilution to Helix common shares or increases to the economic cost 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.
−Removed: 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.
+Added: The 2026 Capped Calls strike and cap prices are subject to adjustment and the 2026 Capped Calls are subject to 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.
−Removed: 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.
+Added: The 2026 Capped Calls were initially 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.
+Added: Concurrently with the 2026 Notes Repurchases in December 2023 (Note 7), we entered into agreements with each of the counterparties to terminate a proportionate amount of the 2026 Capped Calls (the “2026 Capped Calls Terminations”).
+Added: Upon entering into the 2026 Capped Calls Terminations, we recorded the $ 14.2 million fair value of the terminated 2026 Capped Calls to “Derivative assets” with a corresponding increase in “Common stock” as those capped calls no longer qualified for equity classification.
+Added: The derivative assets were subsequently marked to market to the cash settlement amount of $ 15.6 million with the changes reported in “Loss on extinguishment of long-term debt” in the accompanying consolidated statements of operations.
Note 10 — Share Repurchase Programs
−Removed: 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).
−Removed: As of December 31, 2022, 9,547,027 shares of our common stock were available for repurchase under the program.
−Removed: Concurrent with the authorization of a new share repurchase program as discussed below, our Board revoked the prior authorization relating to this repurchase program.
−Removed: 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.
+Added: During 2023, we repurchased a total of 1,584,045 shares of our common stock for approximately $ 12.0 million or an average of $ 7.57 per share pursuant to a share repurchase program (the “2023 Repurchase Program”) authorized by our Board of Directors (our “Board”) in February 2023.
+Added: Under the 2023 Repurchase Program, we are authorized to repurchase up to $ 200 million issued and outstanding shares of our common stock.
+Added: 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 (the “ESPP”) (Note 13).
The 2023 Repurchase Program has no set expiration date.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The purchase of shares by us under the program is at our discretion and subject to prevailing financial and market conditions.
+Added: Repurchases under the 2023 Repurchase Program have been made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, but may also be made through privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act.
+Added: The manner, timing and amount of any purchase will be determined by management at its discretion based on an evaluation of market conditions, stock price, liquidity and other factors.
+Added: 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.
Any repurchased shares are expected to be cancelled.
−Removed: No repurchases have been made pursuant to this program at the time of this filing.
Note 11 — Revenue from Contracts with Customers
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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.
−Removed: 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).
+Added: Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” in the accompanying consolidated balance sheets (Note 4).
Contract liabilities as of December 31, 2023 and 2022 totaled $ 32.8 million and $ 10.0 million, respectively.
2 unchanged sentences
Performance Obligations
−Removed: 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.
+Added: As of December 31, 2023, $ 849.9 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 700.1 million, $ 128.9 million and $ 20.9 million in 2024 , 2025 and 2026 , 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, 2023.
−Removed: 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, 2023 and 2021, revenues recognized from performance obligations satisfied (or partially satisfied) in previous years were immaterial.
+Added: For the year 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.
Contract Fulfillment Costs
6 unchanged sentences
For the years ended December 31, 2023, 2022 and 2021, we recorded $ 43.2 million, $ 29.7 million and $ 39.1 million, respectively, related to amortization of deferred contract costs.
−Removed: There were no associated impairment losses for any period presented.
+Added: There were no material impairment losses on deferred contract costs for any period presented.
Note 12 — Earnings Per Share
−Removed: 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):
+Added: 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, except per share amounts):
Year Ended December 31,
−Removed: Net income (loss) attributable to common shareholders
−Removed: Undistributed earnings allocated to participating securities
+Added: Basic and Diluted:
+Added: Net loss attributable to common shareholders
Accretion of redeemable noncontrolling interests
−Removed: Net income (loss) available to common shareholders, basic
−Removed: Net income (loss) available to common shareholders, basic
−Removed: Effect of dilutive securities:
−Removed: Share-based awards other than participating securities
−Removed: Undistributed earnings reallocated to participating securities
−Removed: Net income (loss) available to common shareholders, diluted
+Added: Net loss available to common shareholders
+Added: Loss per share
We had net losses for the years ended December 31, 2023, 2022 and 2021.
−Removed: Accordingly, our diluted EPS calculation for these periods excluded any assumed exercise or conversion of common stock equivalents.
−Removed: 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.
+Added: Accordingly, our diluted EPS calculation for these periods excluded the dilutive effect of share-based awards 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):
4 unchanged sentences
Year Ended December 31,
+Added: We have outstanding RSUs (Note 13) that can be settled in either cash or shares of our common stock or a combination thereof, which are not included in the computation of diluted EPS as cash settlement is assumed.
Note 13 — Employee Benefit Plans
−Removed: Defined Contribution Plan
−Removed: We sponsor a defined contribution 401(k) retirement plan.
−Removed: 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.
−Removed: Our discretionary contributions were suspended for 2021 and re-activated beginning January 2022.
−Removed: 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.
−Removed: Employee Stock Purchase Plan
−Removed: As of December 31, 2022, 1.4 million shares were available for issuance under the ESPP.
−Removed: 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.
−Removed: 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.
−Removed: 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”).
−Removed: The 2005 Incentive Plan is administered by the Compensation Committee.
−Removed: 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.
−Removed: The Compensation Committee may grant stock options, restricted stock, RSUs, PSUs and cash awards.
+Added: The 2005 Incentive Plan is administered by the Compensation Committee of our Board (the “Compensation Committee”).
+Added: The Compensation Committee also determines the type of award to be made to each recipient and, as set forth in the related award agreement, the terms, conditions and limitations applicable to each award.
+Added: The Compensation Committee may grant various forms of award in accordance with the 2005 Incentive Plan.
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.
−Removed: 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.
+Added: As of December 31, 2023, there were approximately 3.4 million shares of our common stock available for issuance under the 2005 Incentive Plan and no incentive stock options are currently outstanding.
The following grants of share-based awards were made in 2023 under the 2005 Incentive Plan:
1 unchanged sentence
Per Share/Unit
−Removed: Vesting Period
+Added: Vesting Period/Vesting Date
January 1, 2023 (1)
1 unchanged sentence
January 3, 2023 (1)
−Removed: 100 % on January 4, 2025
+Added: 100 % on December 31, 2025
January 1, 2023 (2)
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100 % on January 1, 2025
−Removed: September 22, 2022 (3)
−Removed: Restricted stock
−Removed: 100 % on September 22, 2023
October 1, 2023 (2)
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(1) Reflects grants to our executive officers.
−Removed: (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.
−Removed: (3) Reflects restricted stock grants made to two new independent members of our Board in connection with their appointment to our Board.
+Added: (2) Reflects grants to certain independent members of our Board.
In January 2024, we granted certain officers 375,730 RSUs and 351,410 PSUs under the 2005 Incentive Plan.
1 unchanged sentence
The grant date fair value of the PSUs was $ 12.30 per unit or $ 4.3 million.
−Removed: PSUs and RSUs issued in 2023 are payable in either cash or stock at the discretion of the Compensation Committee.
+Added: PSUs and RSUs issued in 2024 are payable in either cash or stock, or a combination thereof, at the discretion of the Compensation Committee.
Also in January 2024, we granted $ 6.1 million of fixed value cash awards to select management employees under the 2005 Incentive Plan.
13 unchanged sentences
The weighted average vesting period related to unvested restricted stock at December 31, 2023 was approximately 0.7 years.
−Removed: 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.
−Removed: Those PSUs, which contain a service and a market condition, are based on the performance of our common stock against peer group companies.
−Removed: 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.
+Added: Our PSUs granted prior to 2021 were settled solely in shares of our common stock and were accounted for as equity awards.
+Added: Our PSUs granted beginning in January 2021 may be settled in either cash or shares of our common stock, or a combination thereof, upon vesting at the discretion of the Compensation Committee and have been accounted for as equity awards.
Those PSUs consist of two components:
13 unchanged sentences
The weighted average vesting period related to unvested PSUs at December 31, 2023 was approximately 1.0 year.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: PSUs granted in 2021 are expected to vest at a 181 % performance factor in March 2024 once the Free Cash Flow payout factor is finalized, representing an estimated 818,810 shares of our common stock.
+Added: In January 2023, 369,938 PSUs granted in 2020 vested at a 77 % performance factor, representing 285,778 shares of our common stock with a total market value of $ 3.6 million.
+Added: In January 2022, 559,150 PSUs granted in 2019 vested at a 157 % performance factor, representing 876,469 shares of our common stock with a total market value of $ 3.2 million.
+Added: Our currently outstanding RSUs may be settled in either cash or shares of our common stock, or a combination thereof, 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:
2 unchanged sentences
Fair Value (1)
+Added: Fair Value (1)
RSU awards outstanding at beginning of year
1 unchanged sentence
(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.
−Removed: 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.
+Added: Compensation cost recognized for the years ended December 31, 2023, 2022 and 2021 was $ 6.8 million and $ 3.7 million and $ 0.5 million, respectively, which approximated the fair value of RSUs vested in January 2024, 2023 and 2022, respectively.
Future compensation cost based on the fair value of unvested RSUs at December 31, 2023 totaled approximately $ 7.1 million.
The weighted average vesting period related to unvested RSUs at December 31, 2023 was approximately 1.3 years.
−Removed: 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.
+Added: In 2023, 2022 and 2021, we granted fixed value cash awards of $ 6.0 million, $ 5.5 million and $ 3.5 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 .
−Removed: 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.
+Added: For the years ended December 31, 2023, 2022 and 2021, we recognized compensation costs of $ 4.5 million and $ 4.3 million and $ 4.0 million, respectively, which reflect the cash payouts made in January 2024, 2023 and 2022, respectively.
+Added: Defined Contribution Plans
+Added: We sponsor a defined contribution 401(k) retirement plan in the U.S.
+Added: We also contribute to various other defined contribution plans globally.
+Added: For the years ended December 31, 2023, 2022 and 2021, we made contributions to our defined contribution plans totaling $ 4.3 million, $ 3.0 million and $ 1.3 million, respectively.
+Added: Employee Stock Purchase Plan
+Added: As of December 31, 2023, 1.2 million shares were available for issuance under the ESPP.
+Added: 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 and Section 423 of the Internal Revenue Code.
+Added: 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.
+Added: The ESPP currently has a purchase limit of 260 shares per employee per purchase period.
Note 14 — Business Segment Information
−Removed: Through the second quarter 2022, we have three reportable business segments:
−Removed: Well Intervention, Robotics and Production Facilities.
−Removed: Beginning in the third quarter 2022 as a result of the Alliance acquisition (Note 3), we formed a new reportable business segment:
−Removed: Shallow Water Abandonment, which includes the assets, liabilities and operating results of Helix Alliance.
−Removed: All material intercompany transactions between the segments have been eliminated.
+Added: We have four reportable business segments:
+Added: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.
Our U.S., U.K.
and Brazil Well Intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes.
−Removed: 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.
−Removed: 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.
−Removed: Our well intervention equipment includes intervention systems, some of which we provide on a stand-alone basis.
−Removed: Our Robotics segment provides trenching, seabed clearance, offshore construction and IRM services to both the oil and gas and the renewable energy markets globally.
−Removed: Additionally, our Robotics services are used in and complement our well intervention services.
−Removed: Our Robotics segment includes ROVs, trenchers, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed.
−Removed: 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.
−Removed: 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.
−Removed: Our Production Facilities segment includes the HP I , the HFRS and our ownership of oil and gas properties (Note 15).
+Added: We formed the Shallow Water Abandonment segment in the third quarter 2022 following the Alliance acquisition (Note 3).
+Added: All material intercompany transactions between the segments have been eliminated.
+Added: See Note 1 for more information on our business segments.
We evaluate our performance based on operating income of each reportable segment.
6 unchanged sentences
Intercompany eliminations
+Added: Year Ended December 31,
Income (loss) from operations —
3 unchanged sentences
Segment operating income (loss)
−Removed: Goodwill impairment (1)
Change in fair value of contingent consideration
13 unchanged sentences
Corporate and eliminations
−Removed: (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.
2 unchanged sentences
Well Intervention
+Added: Shallow Water Abandonment
Revenues by individually significant geographic location are as follows (in thousands):
Year Ended December 31,
+Added: North Sea (1)
+Added: (1) Includes revenues generated from the U.K.
+Added: of $ 236.2 million, $ 167.0 million and $ 100.2 million, respectively, during the years ended December 31, 2023, 2022 and 2021.
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.
2 unchanged sentences
but have operated in West Africa and may also operate in the North Sea, Asia Pacific and other regions.
−Removed: (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.
+Added: (2) Includes the equipment on the Siem Helix 1 chartered vessel and certain other assets that are based in Brazil but 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.
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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.
−Removed: 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).
+Added: In August 2022, we acquired from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, 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).
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Note 16 — Commitments and Contingencies and Other Matters
−Removed: We have long-term charter agreements with Siem Offshore AS for the Siem Helix 1 and Siem Helix 2 vessels.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: During the third quarter 2022, the charter agreement for the Shelia Bordelon was extended to June 2024.
+Added: Our Well Intervention segment has 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.
+Added: Our Robotics segment has vessel charters for the Grand Canyon II , the Grand Canyon III , the Shelia Bordelon , the Glomar Wave and the Horizon Enabler .
+Added: Our time charter agreements for the Grand Canyon II and Grand Canyon III vessels expire in December 2027 and May 2028, respectively, with options to renew the Grand Canyon III .
In January 2023, we entered into a three-year charter agreement for the Glomar Wave in the North Sea with options to extend.
+Added: In July 2023, we entered into a new agreement to extend the Horizon Enabler charter until December 2025, with further options to extend.
+Added: In January 2024, the expiration date of our time charter agreement for the Shelia Bordelon in the Gulf of Mexico was extended from June 2024 to June 2026.
+Added: In February 2024, we extended the vessel charters for the Siem Helix 1 until December 2030 and for the Siem Helix 2 until December 2031.
+Added: These subsequent extensions increased our vessel charter commitments by $ 559.6 million.
Contingencies and Claims
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: In addition, from time to time we receive other claims, such as contract and employment-related disputes, in the normal course of business.
−Removed: We are currently involved in several lawsuits filed by current and former offshore employees seeking overtime compensation.
−Removed: These suits are brought as collective actions and are in various stages of litigation in federal district courts.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: We continue to vigorously defend these lawsuits.
−Removed: Notwithstanding that we believe we retain valid defenses, we have established a liability in each of these matters.
−Removed: The final outcome of these matters remains uncertain, and the ultimate liability to us could be more or less than the liability established.
+Added: From time to time, we may incur losses related to our contracts for matters such as costs in excess of contract consideration or claims related to disputes with customers and any obligations thereon.
+Added: While we believe we maintain appropriate accruals for such matters, the actual loss to us may be more or less than the amounts reserved.
+Added: During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earn-out expected to be paid in cash in April 2024 (Note 3).
+Added: Consequently, any uncertainty related to this liability has been resolved as the payment amount was fixed and the measurement period ended on December 31, 2023.
+Added: We are involved in various legal proceedings in the normal course of business, including claims under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as the Jones Act), contract-related disputes, employee-related disputes and subsequently identified legacy issues related to Alliance.
+Added: We recognize losses for lawsuits when the probability of an unfavorable outcome is probable and we can reasonably estimate the amount of the loss.
+Added: For insured claims, we recognize such losses to the extent they exceed applicable insurance coverage.
+Added: Although we can give no assurance about the outcome of litigation, claims or other proceedings, we do not currently believe that any loss resulting from litigation, claims or other proceedings, to the extent not otherwise covered by insurance, will have a material adverse impact on our consolidated financial statements.
Note 17 — Statement of Cash Flow Information
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Income taxes paid (1)
−Removed: (1) Exclusive of income tax refunds.
−Removed: 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.
+Added: (1) Exclusive of any income tax refunds.
+Added: During the years ended December 31, 2022 and 2021, we received refunds related to the U.S.
+Added: Coronavirus Aid, Relief, and Economic Security 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, 2023 and 2022, these non-cash capital additions totaled $ 1.1 million and $ 0.4 million, respectively.
−Removed: 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).
+Added: Non-cash investing and financing activities for the year ended December 31, 2023 included a portion of P&A equipment purchase financed by the seller in the form of credits towards future services offered by us which had an estimated fair value of $ 11.6 million at the time of purchase in the third quarter 2023 (Note 4).
+Added: Non-cash financing activities for the year ended December 31, 2023 included the issuance of 1.5 million shares of our common stock for the repurchase of a portion of our 2026 Notes.
+Added: Non-cash investing activities for the year ended December 31, 2022 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).
Note 18 — Allowance Accounts
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Additions (reductions) (1)
+Added: Write-offs (2)
Adjustments (3)
1 unchanged sentence
Additions (reductions) (1)
−Removed: Write-offs (3)
Adjustments (4)
1 unchanged sentence
Additions (reductions) (1) (5)
+Added: Write-offs (2)
Adjustments (4)
Balance at December 31, 2023
−Removed: (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.
−Removed: 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.
−Removed: (2) The adjustment in allowance for credit losses reflects provision for current expected credit losses upon the adoption of ASU No.
−Removed: 2016-13 on January 1, 2020.
+Added: (1) The additions (reductions) in allowance for credit losses relate to reserves (releases) for expected credit losses during the respective years.
(2) 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.
(3) The decrease in valuation allowance primarily relates to the valuation allowance release for certain of our U.K.
−Removed: (5) The increase in valuation allowance relates to current year activity and the related change in unrealizable net deferred tax assets.
−Removed: 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.
+Added: (4) The increase in valuation allowance relates to current year activity, including adjustments to prior year returns, and the related change in unrealized net deferred tax assets.
+Added: (5) The addition in valuation allowance relates to the adjustment for a change in assessment on the realizability of our Luxembourg net operating losses from remote to less likely than not.
+Added: See Note 2 for a detailed discussion regarding our accounting policy on accounts receivable and allowance for credit losses.
See Note 8 for a detailed discussion of the valuation allowance related to our deferred tax assets.
2 unchanged sentences
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.
−Removed: 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):
+Added: Contingent consideration liability related to the Alliance acquisition (Note 3) was previously measured at fair value using Level 3 unobservable inputs and determined based on our evaluation of the probability and amount of earn-out that may be achieved based on expected future performance of Helix Alliance.
+Added: During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earn-out expected to be paid in cash in April 2024.
+Added: As such, the Alliance earn-out consideration has been reported at $ 85.0 million in the accompanying consolidated balance sheet (Note 4) and was no longer contingent and subject to fair value measurement as of December 31, 2023.
+Added: 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 as of December 31, 2022 (in thousands):
Fair Value at December 31, 2022
Contingent consideration
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: The weighted-average volatility was 47.5 % and the weighted average discount rate was estimated to be 8.0 % at December 31, 2022.
−Removed: The changes in the fair value of contingent consideration are as follows:
−Removed: Balance at July 1,
+Added: The reconciliation of Level 3 recurring fair value measurements is as follows (in thousands):
+Added: Balance at January 1,
Change in fair value
+Added: Transfers out of Level 3
Balance at December 31,
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December 31, 2022
−Removed: MARAD Debt (matures February 2027)
−Removed: 2022 Notes (matured May 2022)
−Removed: 2023 Notes (mature September 2023)
+Added: 2023 Notes (matured September 2023)
2026 Notes (mature February 2026)
−Removed: (1) Principal amount includes current maturities and excludes any related unamortized debt issuance costs.
+Added: MARAD Debt (matures February 2027)
+Added: 2029 Notes (mature March 2029)
+Added: (1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs.
See Note 7 for additional disclosures on our long-term debt.
−Removed: (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.
−Removed: 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.
+Added: (2) The estimated fair value was determined 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.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.