What changed in this filing

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Item 1. Financial Statements

2025-04-24 compared with 2024-10-24 · 175 added, 274 removed, 400 unchanged (53% of the section changed)

4 unchanged sentences

(in thousands)

September 30,

Current assets:

36 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Cost of sales

Gain (loss) on disposition of assets, net

Acquisition and integration costs

Change in fair value of contingent consideration

Loss on disposition of assets, net

Selling, general and administrative expenses

Income from operations

Income (loss) from operations

Net interest expense

2 unchanged sentences

Royalty income and other

Income before income taxes

Income tax provision

Earnings per share of common stock:

Income (loss) before income taxes

Income tax provision (benefit)

Net income (loss)

Earnings (loss) per share of common stock:

Weighted average common shares outstanding:

5 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss)

Other comprehensive income (loss), net of tax

Net income (loss)

Other comprehensive income (loss) - foreign currency translation gain (loss), net of tax

Comprehensive income (loss)

6 unchanged sentences

Shareholders’

Balance, June 30, 2024

Foreign currency translation adjustments

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2024

Balance, June 30, 2023

Foreign currency translation adjustments

Settlement of convertible debt conversion

Repurchases of common stock

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2023

Comprehensive

Shareholders’

Balance, December 31, 2024

Foreign currency translation adjustments

Settlement of convertible debt conversion

Repurchases of common stock

Termination of capped calls

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2024

Balance, March 31, 2025

Balance, December 31, 2023

2 unchanged sentences

Repurchases of common stock

Termination of capped calls

Activity in company stock plans, net and other

Share-based compensation

Balance, September 30, 2023

Balance, March 31, 2024

The accompanying notes are an integral part of these condensed consolidated financial statements.

3 unchanged sentences

(in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

Net income (loss)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Depreciation and amortization, excluding amortization of deferred recertification and dry dock costs

Amortization of deferred recertification and dry dock costs

Deferred recertification and dry dock costs

Amortization of debt discount

2 unchanged sentences

Deferred income taxes

(Gain) loss on disposition of assets, net

Loss on disposition of assets, net

Losses related to convertible senior notes

Unrealized foreign currency loss

Change in fair value of contingent consideration

Unrealized foreign currency (gain) loss

Changes in operating assets and liabilities:

1 unchanged sentence

Other current assets

Income tax payable

Income tax receivable, net of income tax payable

Accounts payable and accrued liabilities

Deferred recertification and dry dock costs, net

Net cash provided by operating activities

1 unchanged sentence

Capital expenditures

Proceeds from sale of assets

Proceeds from insurance recoveries

8 unchanged sentences

Proceeds from issuance of ESPP shares

Payment of earn-out consideration

Net cash used in financing activities

Effect of exchange rate changes on cash and cash equivalents

Net decrease in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents:

11 unchanged sentences

These unaudited condensed consolidated financial statements in U.S.

dollars have been prepared in accordance with instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures.

1 unchanged sentence

We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of shareholders’ equity and statements of cash flows, as applicable.

The operating results for the three- and nine-month periods ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

The operating results for the three-month period ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

Our balance sheet as of December 31, 2024 included herein has been derived from the audited balance sheet as of December 31, 2024 included in our 2024 Annual Report on Form 10-K (our “2024 Form 10-K”).

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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.

2023-07 will be effective on a retrospective basis for annual periods beginning January 1, 2024 and for interim periods beginning January 1, 2025.

This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.

We adopted ASU No.

2023-07 on a retrospective basis starting with our 2024 Form 10-K.

The adoption of this ASU increased segment disclosures, which are reflected in Note 11, but otherwise had no impact on our earnings, cash flows or financial condition.

In December 2023, the FASB issued ASU No.

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This ASU also requires that entities disclose on an annual basis:

a) income taxes paid (net) disaggregated by federal, state and foreign taxes, b) income taxes paid (net) by individual jurisdiction, c) income (or loss) from continuing operations before income tax expense (or benefit) between domestic and foreign, and d) income tax expense (or benefit) from continuing operations by federal, state and foreign.

a) income taxes paid (net) disaggregated by federal, state and foreign taxes;

b) income taxes paid (net) by individual jurisdiction;

c) income (or loss) from continuing operations before income tax expense (or benefit) between domestic and foreign;

and d) income tax expense (or benefit) from continuing operations by federal, state and foreign.

Certain previous disclosure requirements on unrecognized tax benefits and cumulative amount of temporary differences are eliminated.

1 unchanged sentence

This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.

In November 2024, the FASB issued ASU No.

2024-03, “Disaggregation of Income Statement Expenses,” which requires entities to disclose, on an annual and interim basis, specified information about certain costs and expenses:

a) the amounts of (i) purchases of inventory, (ii) employee compensation, (iii) depreciation, (iv) intangible asset amortization, and (v) depreciation, depletion, and amortization recognized as part of oil and gas-producing activities (or other amounts of depletion expense) included in each relevant expense caption;

b) certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements;

c) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively;

and d) the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses.

2024-03 will be effective for us for annual periods beginning January 1, 2027 and for interim periods beginning January 1, 2028.

This ASU is not expected to have a material impact on our consolidated financial statements other than increased disclosure requirements.

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.

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● Renewables — we are an established global leader in jet trenching and provide specialty support services to renewable energy developments such as offshore wind farms, including boulder removal and unexploded ordnance clearance.

We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of Mexico (deepwater and shelf), U.S.

We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of America (deepwater and shelf), U.S.

East Coast, Brazil, North Sea, Asia Pacific and West Africa regions.

Our North Sea operations and our Gulf of Mexico shelf operations are usually subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months.

Our North Sea operations and our Gulf of America shelf operations are usually subject to seasonal changes in activity levels, which generally peaks in the summer months and declines in the winter months.

Our services are segregated into four reportable business segments:

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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 H elix 1 and the Siem Helix 2 .

Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and two chartered 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.

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We offer our ROVs, trenchers and IROV boulder grabs 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.

Our Shallow Water Abandonment segment includes Helix Alliance that was acquired in July 2022, which offers a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, P&A systems and coiled tubing (“CT”) systems.

Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), which combines the HP I , the Q4000 and the Q5000 with certain well control equipment that can be deployed to respond to a well control incident, and our ownership of mature oil and gas properties.

All of our current Production Facilities activities are located in the Gulf of Mexico.

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries predominantly in the Gulf of America shelf, including offshore oilfield decommissioning and ‎reclamation, well intervention, IRM, heavy lift and commercial diving services.

Our Shallow Water Abandonment segment includes Helix Alliance that was acquired in July 2022, a vertically integrated company which offers a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, P&A systems and coiled tubing (“CT”) systems.

Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), which combines our capabilities with certain well control equipment that can be deployed to respond to a well control incident, and our ownership of mature oil and gas properties.

All of our current Production Facilities activities are located in the Gulf of America.

Note 3 — Details of Certain Accounts

Other current assets consist of the following (in thousands):

September 30,

Income tax receivable

Contract assets (Note 8)

2 unchanged sentences

Other assets, net consist of the following (in thousands):

September 30,

Prepaid charter (1)

4 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.

(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.

(2) Represents the present value of receivables for P&A work to be performed by us on Droshky oil and gas properties we acquired from Marathon Oil Corporation in 2019.

Accrued liabilities consist of the following (in thousands):

September 30,

Accrued payroll and related benefits

Accrued interest

Income tax payable

Deferred revenue (Note 8)

Earn-out consideration (1)

Total accrued liabilities

(1) Represents the final amount of the earn-out consideration associated with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022, which was paid to the seller of Alliance in cash on April 3, 2024.

(2) Amounts as of December 31, 2023 included $ 9.0 million of credits towards future services that we granted for the purchase of five P&A systems and other assets .

These credits were increased by $ 2.4 million with a charge to “Other expense, net” during the third quarter 2024 and were fully utilized as of September 30, 2024.

Other non-current liabilities consist of the following (in thousands):

September 30,

Deferred revenue (Note 8)

Asset retirement obligations (Note 12)

Total other non-current liabilities

(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, which were fully utilized as of September 30, 2024 (see above).

Note 4 — Leases

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30,

Operating lease cost

3 unchanged sentences

Net lease cost

Maturities of our operating lease liabilities as of September 30, 2024 are as follows (in thousands):

Maturities of our operating lease liabilities as of March 31, 2025 are as follows (in thousands):

Facilities and

26 unchanged sentences

The following table presents the weighted average remaining lease term and discount rate:

September 30,

Weighted average remaining lease term

1 unchanged sentence

The following table presents other information related to our operating leases (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Cash paid for operating lease liabilities

Right-of-use assets obtained in exchange for new operating lease liabilities (1)

(1) Our operating lease additions during the nine-month period ended September 30, 2024 are primarily related to the charter extensions for the Siem Helix 1 , the Siem Helix 2 , the Grand Canyon II and the Shelia Bordelon (Note 13).

Our operating lease additions during the nine-month period ended September 30, 2023 are primarily related to the vessel charter for the Glomar Wave .

Right-of-use assets related to new operating lease liabilities (1)

(1) Our operating lease additions are primarily related to the charter for the Trym during the three-month period ended March 31, 2025, and the charter extensions for the Siem Helix 1 , the Siem Helix 2 , the Grand Canyon II and the Shelia Bordelon during the three-month period ended March 31, 2024 (Note 13).

Note 5 — Long-Term Debt

Scheduled maturities of our long-term debt outstanding as of September 30, 2024 are as follows (in thousands):

Scheduled maturities of our long-term debt outstanding as of March 31, 2025 are as follows (in thousands):

Less than one year

2 unchanged sentences

Three to four years

Four to five years

Unamortized debt discount (1)

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customer accounts receivable and cash, and provides for a $ 55 million sub-limit for the issuance of letters of credit.

As of September 30, 2024, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 74.7 million, net of $ 31.6 million of letters of credit issued.

As of March 31, 2025, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 62.7 million, net of $ 31.8 million of letters of credit issued.

We and certain of our U.S.

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The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93 %.

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.

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.

Senior Notes Due 2029 (“2029 Notes”)

1 unchanged sentence

The net proceeds from the issuance of the 2029 Notes were approximately $ 291.1 million, after deducting the purchasers’ discount and debt issuance costs.

We used cash proceeds from the offering to retire the Convertible Senior Notes due 2026 (the “2026 Notes”).

See details regarding the 2026 Notes below.

We used cash proceeds from the offering to redeem our former Convertible Senior Notes due 2026 (the “2026 Notes”).

See details regarding the redemption of the 2026 Notes below.

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.

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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.

During December 2023 and the first quarter 2024, we retired the 2026 Notes through various transactions using proceeds from the 2029 Notes as well as the issuance of our common stock.

In December 2023, we entered into privately negotiated agreements with certain holders of the 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.

We recognized pre-tax inducement charges of $ 37.4 million for the 2026 Notes Repurchases in the fourth quarter 2023, representing the total settlement value in excess of the total conversion value of the 2026 Notes Repurchases when the final negotiated offers were accepted.

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 condensed consolidated balance sheets.

In December 2023, $ 0.2 million aggregate principal amount of the 2026 Notes was tendered for conversion.

We settled the conversions for $ 0.3 million cash in March 2024.

The conversion value paid in excess of the $ 0.2 million carrying amount of the 2026 Notes that were tentered for conversion is reflected in “Common stock” in the shareholders’ equity section of the accompanying condensed consolidated balance sheet.

2026 Notes Redemption

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 in March 2024 (the “2026 Notes Redemptions”).

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The 2026 Notes had a coupon interest rate of 6.75 % per annum and an effective interest rate of 7.6 %.

For the nine-month period ended September 30, 2024, total interest expense related to the 2026 Notes was $ 0.4 million with coupon interest expense of $ 0.3 million and the amortization of debt issuance costs of $ 0.1 million.

For the three- and nine-month periods ended September 30, 2023, total interest expense related to the 2026 Notes was $ 3.7 million and $ 11.1 million, respectively, with coupon interest expense of $ 3.4 million and $ 10.1 million, respectively, and the amortization of debt issuance costs of $ 0.3 million and $ 1.0 million, respectively.

2026 Capped Calls

For the three-month period ended March 31, 2024, total interest expense related to the 2026 Notes was $ 0.4 million with coupon interest expense of $ 0.3 million and the amortization of debt issuance costs of $ 0.1 million.

In connection with the 2026 Notes offering, we had entered into capped call transactions (the “2026 Capped Calls”) with three separate counterparties to hedge the dilution risk of the 2026 Notes.

Concurrently with the 2026 Notes Repurchases in December 2023, we terminated a proportionate amount of the 2026 Capped Calls and received $ 15.6 million in cash, recognizing an increase to “Common stock” of $ 14.2 million and a $ 1.4 million gain.

Concurrent with the settlement of the 2026 Notes Redemptions in March 2024, we terminated the remaining 2026 Capped Calls and received $ 4.4 million in cash, recognizing an increase to “Common stock” in the shareholders’ equity section of the accompanying condensed consolidated balance sheet.

In accordance with the Amended ABL Facility, 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 September 30, 2024, we were in compliance with these covenants.

The Convertible Senior Notes due 2023 (the “2023 Notes”) matured on September 15, 2023.

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.

We recorded the conversion value in excess of such principal amount converted to “Common stock” in the accompanying condensed consolidated balance sheets.

Notes representing the remaining $ 0.8 million aggregate principal amount of the 2023 Notes were redeemed at par, plus accrued and unpaid interest.

The 2023 Notes had a coupon interest rate of 4.125 % per annum and an effective interest rate of 4.8 %.

For the three- and nine-month periods ended September 30, 2023, total interest expense related to the 2023 Notes was $ 0.3 million and $ 1.0 million, respectively, primarily from coupon interest expense.

As of March 31, 2025, we were in compliance with these covenants.

The following table details the components of our net interest expense (in thousands):

Three Months Ended

Nine Months Ended

September 30,

Interest expense

4 unchanged sentences

We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our condensed consolidated financial statements.

For the three- and nine-month periods ended September 30, 2024, we recognized income tax provision of $ 9.5 million and $ 22.5 million, respectively, resulting in effective tax rates of 24.4 % and 38.8 %, respectively.

The effective tax rate for the three-month period ended September 30, 2024 was higher than the U.S.

statutory rate primarily due to the jurisdicational mix of earnings, certain non-deductible expenses and non-creditable foreign income taxes.

The effective rate for the nine-month period ended September 30, 2024 was higher than the U.S.

statutory rate primarily due to the non-deductibility of certain losses associated with the 2026 Notes Redemptions, which was characterized as a discrete event and reported in the first quarter.

For the three- and nine-month periods ended September 30, 2023, we recognized income tax expense of $ 8.3 million and $ 9.6 million, respectively, resulting in effective tax rates of 34.9 % and 35.5 %, respectively.

The effective tax rates for these periods were higher than the U.S.

statutory rate primarily due to certain non-deductible expenses and non-creditable foreign income taxes.

For the three-month periods ended March 31, 2025 and 2024, we recognized income tax provision (benefit) of $ 0.5 million and $( 1.7 ) million, respectively, resulting in effective tax rates of 12.9 % and 6.1 %, respectively.

The effective tax rate for the three-month period ended March 31, 2025 was impacted by a discrete non-U.S.

The effective rate for the three-month period ended March 31, 2024 was impacted by the non-deductibility of certain losses associated with the 2026 Notes Redemptions, which was characterized as a discrete event.

Note 7 — Share Repurchase Programs

In February 2023, our Board of Directors (our “Board”) authorized a share repurchase program to repurchase issued and outstanding shares of our common stock up to $ 200 million (the “2023 Repurchase Program”).

During the nine-month period ended September 30, 2024, we repurchased a total of 937,585 shares of our common stock pursuant to the 2023 Repurchase Program for approximately $ 10.2 million or an average of $ 10.87 per share.

As of March 31, 2025, approximately $ 158.4 million remain authorized for repurchase under the 2023 Repurchase Program.

The 2023 Repurchase Program has no set expiration date.

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Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration.

The following table provides information about disaggregated revenue by contract duration (in thousands):

Shallow Water

Three months ended September 30, 2024

Three months ended September 30, 2023

Nine months ended September 30, 2024

Nine months ended September 30, 2023

We provide services to our customers in the following markets that are key to our energy transition strategy:

Production maximization, Decommissioning and Renewables.

The following table provides information about disaggregated revenue by market strategy (in thousands):

The following tables provide information about disaggregated revenue by contract duration and by market strategy (in thousands):

Shallow Water

Three months ended September 30, 2024

Production maximization

Decommissioning

Three months ended September 30, 2023

Production maximization

Decommissioning

Nine months ended September 30, 2024

Three months ended March 31, 2025

Three months ended March 31, 2024 (1)

Shallow Water

Three months ended March 31, 2025

Production maximization

Decommissioning

Nine months ended September 30, 2023

Three months ended March 31, 2024 (1)

Production maximization

Decommissioning

(1) For the three-month period ended March 31, 2024, $ 5.2 million have been removed from Well Intervention segment revenues and related intersegment eliminations.

See Note 11 regarding this change in prior year reported segment information .

Contract Balances

Contract assets are rights to consideration in exchange for services that we have provided to a customer when those rights are conditioned on our future performance.

Contract assets generally consist of (i) demobilization fees recognized ratably over the contract term but invoiced upon completion of the demobilization activities and (ii) revenue recognized in excess of the amount billed to the customer for lump sum contracts when the cost-to-cost method of revenue recognition is utilized.

Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer.

Contract liabilities may consist of (i) advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized.

We report the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period.

Net contract assets were $ 12.9 million as of September 30, 2024 and $ 5.8 million as of December 31, 2023 and are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3).

We had no credit losses on our contract assets for the three- and nine-month periods ended September 30, 2024 and 2023.

Net contract liabilities totaled $ 25.6 million as of September 30, 2024 and $ 32.8 million as of December 31, 2023 and are reflected as “Deferred revenue,” a component of “Accrued liabilities” in the accompanying condensed consolidated balance sheets (Note 3).

Revenue recognized for the three- and nine-month periods ended September 30, 2024 included $ 12.6 million and $ 34.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Revenue recognized for the three- and nine-month periods ended September 30, 2023 included $ 15.2 million and $ 8.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Net contract assets were $ 26.0 million as of March 31, 2025 and $ 12.2 million as of December 31, 2024 and are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3).

The increase in net contract assets was primarily attributable to more revenue recognized for demobilization fees and more revenue recognized in excess of the amount billed to the customer for lump sum contracts.

We had no credit losses on our contract assets for the three-month periods ended March 31, 2025 and 2024.

Net contract liabilities totaled $ 40.2 million as of March 31, 2025 and $ 15.6 million as of December 31, 2024 and are reflected as “Deferred revenue,” a component of “Accrued liabilities” and ‘Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 3).

The increase was primarily attributable to the increase in deferred mobilization revenue due to the timing of mobilization payments for contracts.

Revenue recognized for the three-month periods ended March 31, 2025 and 2024 included $ 15.6 million and $ 16.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Performance Obligations

As of September 30, 2024, $ 1.6 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 260.6 million, $ 637.2 million and $ 712.9 million in 2024 , 2025 as well as 2026 and beyond, respectively.

As of March 31, 2025, $ 1.4 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 592.1 million, $ 429.3 million and $ 394.4 million in 2025 , 2026 , 2027 and beyond, 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 September 30, 2024.

For the three- and nine-month periods ended September 30, 2024 and 2023, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

For the three-month periods ended March 31, 2025 and 2024, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

Contract Fulfillment Costs

Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer.

Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract.

Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate.

Demobilization costs are recognized when incurred at the end of the contract.

Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 3).

Our deferred contract costs totaled $ 42.8 million as of September 30, 2024 and $ 36.6 million as of December 31, 2023.

For the three- and nine-month periods ended September 30, 2024, we recorded $ 9.9 million and $ 41.1 million, respectively, related to amortization of these deferred contract costs.

For the three- and nine-month periods ended September 30, 2023, we recorded $ 13.7 million and $ 32.8 million, respectively, related to amortization of these deferred contract costs.

Our deferred contract costs totaled $ 43.2 million as of March 31, 2025 and $ 37.2 million as of December 31, 2024.

For the three-month periods ended March 31, 2025 and 2024, we recorded $ 16.4 million and $ 20.3 million, respectively, related to amortization of these deferred contract costs.

There were no associated impairment losses for any period presented.

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Note 9 — Earnings Per Share

We have shares of restricted stock issued and outstanding that are currently unvested.

Because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock, we are required to compute earnings per share (“EPS”) under the two-class method in periods in which we have earnings.

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.

Basic EPS is computed by dividing net income allocated to common shareholders or net loss by the weighted average shares of our common stock outstanding.

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.

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.

The effect of convertible senior notes is computed for the periods in which they are outstanding 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).

The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands):

The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted earnings per share (“EPS”) amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands, except per share amounts):

Three Months Ended

September 30, 2024

September 30, 2023

Undistributed earnings allocated to participating securities

Net income available to common shareholders, basic

Effect of dilutive securities:

Share-based awards other than participating securities

Undistributed earnings reallocated to participating securities

Net income available to common shareholders, diluted

Earnings per share, basic and diluted

Nine Months Ended

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Net income (loss)

Undistributed earnings allocated to participating securities

Net income available to common shareholders, basic

Earnings per share, basic

Net income available to common shareholders, basic

Net income (loss) available to common shareholders, basic

Earnings (loss) per share, basic

Net income (loss) available to common shareholders, basic

Effect of dilutive securities:

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Undistributed earnings reallocated to participating securities

Net income available to common shareholders, diluted

Earnings per share, diluted

The following potentially dilutive shares related to the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):

Net income (loss) available to common shareholders, diluted

Earnings (loss) per share, diluted

We had a net loss for the three-month period ended March 31, 2024.

Accordingly, our diluted EPS calculation for this period 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 period.

Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30,

Diluted shares (as reported)

Share-based awards

The following potentially dilutive shares related to the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):

Three Months Ended

We have outstanding restricted stock units (“RSUs”) (Note 10) 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.

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the 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”).

On May 15, 2024, our shareholders approved an amendment to and restatement of the 2005 Incentive Plan, which, among other things, authorizes 7.0 million additional shares for issuance pursuant to our equity incentive compensation strategy.

As of September 30, 2024, there were approximately 9.5 million shares of our common stock available for issuance under the 2005 Incentive Plan.

During the nine-month period ended September 30, 2024, the following grants of share-based awards were made under the 2005 Incentive Plan:

As of March 31, 2025, there were approximately 8.1 million shares of our common stock available for issuance under the 2005 Incentive Plan, assuming outstanding performance share units (“PSUs”) vest in shares of our common stock at 100 % of the original awards and outstanding RSUs are settled in cash.

During the three-month period ended March 31, 2025, the following grants of share-based awards were made under the 2005 Incentive Plan:

Date of Grant

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100 % on January 1, 2027

April 1, 2024 (2)

Restricted stock

100 % on January 1, 2026

July 1, 2024 (2)

Restricted stock

100 % on January 1, 2026

(1) Reflects grants to certain officers including our executive officers.

(2) Reflects grants to our executive officers.

(3) Reflects grants to certain independent members of our Board who have elected to take their quarterly fees in stock in lieu of cash.

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.

Forfeitures are recognized as they occur.

No restricted stock awards have been granted to our executive officers or other employees since 2020.

For the three- and nine-month periods ended September 30, 2024, we recognized $ 0.1 million and $ 0.7 million, respectively, as share-based compensation related to restricted stock.

For the three- and nine-month periods ended September 30, 2023, we recognized $ 0.3 million and $ 1.0 million, respectively, as share-based compensation related to restricted stock.

Our performance share units (“PSUs”) granted beginning in January 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee of our Board and have been accounted for as equity awards.

Those PSUs consist of two components:

(i) 50 % based on the performance of our common stock against peer group companies, which component contains a service and a market condition, and (ii) 50 % based on cumulative total Free Cash Flow, which component contains a service and a performance condition.

We grant restricted stock to members of our Board and from time to time our executive officers and select management employees.

For the three-month periods ended March 31, 2025 and 2024, we recognized $ 0.2 million and $ 0.3 million, respectively, as share-based compensation related to restricted stock.

Our outstanding PSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as equity awards.

Those PSUs consist of two components measured across a three-year performance period:

(i) 50 % based on the performance of our common stock against peer group companies (TSR component), which component contains a service and a market condition, and (ii) 50 % based on cumulative total Free Cash Flow (FCF component), which component contains a service and a performance condition.

Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets.

Our PSUs cliff vest at the end of a three-year period with the maximum amount of the award being 200 % of the original PSU awards and the minimum amount being zero .

For PSUs with a service and a market condition that are accounted for as equity awards, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and subsequently recognized over the vesting period on a straight-line basis.

For PSUs with a service and a performance condition that are accounted for as equity awards, compensation cost is initially measured based on the grant date fair value.

Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition.

For the three- and nine-month periods ended September 30, 2024, $ 1.6 million and $ 4.4 million, respectively, were recognized as share-based compensation related to PSUs.

For the three- and nine-month periods ended September 30, 2023, $ 1.2 million and $ 3.5 million, respectively, were recognized as share-based compensation related to PSUs.

In the first quarter 2024, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 452,381 PSUs granted in 2021 vested at 181 %, representing 818,812 shares of our common stock with a total market value of $ 8.4 million.

Our currently outstanding RSUs may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards.

Liability RSUs are measured at their estimated fair value based on the closing share price of our common stock as of each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed.

Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting.

For the three- and nine-month periods ended September 30, 2024, $ 1.5 million and $ 5.2 million, respectively, were recognized as compensation cost.

For the three- and nine-month periods ended September 30, 2023, $ 3.2 million and $ 5.5 million, respectively, were recognized as compensation cost.

In 2024 and 2023, we granted fixed-value cash awards of $ 6.1 million and $ 6.0 million, respectively, to select management employees under the 2005 Incentive Plan.

Our PSUs cliff vest at the end of the three-year period with the maximum amount of the award being 200 % of the original PSU awards and the minimum amount being zero .

For each of the three-month periods ended March 31, 2025 and 2024, $ 1.3 million were recognized as share-based compensation related to PSUs.

In the first quarter 2025, based on the performance of our common stock price as compared to our performance peer group and our cumulative total Free Cash Flow, in each case over a three-year performance period, 1,065,705 PSUs granted in 2022 vested at 200 %, resulting in 1,958,334 shares of our common stock with a total market value of $ 18.3 million and $ 1.6 million of cash.

Our currently outstanding RSUs can be settled in either cash or shares of our common stock, or a combination thereof, at the discretion of the Compensation Committee of our Board upon vesting and generally have been accounted for as liability awards.

For the three-month periods ended March 31, 2025 and 2024, $ 1.0 million and $ 1.5 million, respectively, were recognized as compensation cost.

During the three-month period ended March 31, 2025 and the year ended December 31, 2024, we granted fixed-value cash awards of $ 6.7 million and $ 6.1 million, respectively, to select management employees under the 2005 Incentive Plan.

The value of these cash awards is recognized on a straight-line basis over a vesting period of three years .

For the three- and nine-month periods ended September 30, 2024, $ 1.4 million and $ 4.1 million, respectively, were recognized as compensation cost.

For the three- and nine-month periods ended September 30, 2023, $ 1.1 million and $ 3.5 million, respectively, were recognized as compensation cost.

For the three-month periods ended March 31, 2025 and 2024, $ 1.5 million and $ 1.4 million, respectively, were recognized as compensation cost.

Defined Contribution Plans

We sponsor a defined contribution 401(k) retirement plan (the “401(k) Plan”) in the U.S.

We sponsor a defined contribution 401(k) retirement plan in the U.S.

We also contribute to various other defined contribution plans globally.

For the three- and nine-month periods ended September 30, 2024, we made contributions to our defined contribution plans totaling $ 1.3 million and $ 4.1 million, respectively.

For the three- and nine-month periods ended September 30, 2023, we made contributions to our defined contribution plans totaling $ 1.0 million and $ 3.2 million, respectively.

For the three-month periods ended March 31, 2025 and 2024, we made contributions to our defined contribution plans totaling $ 1.5 million and $ 1.4 million, respectively.

Employee Stock Purchase Plan (“ESPP”)

As of September 30, 2024, 1.0 million shares were available for issuance under the ESPP.

As of March 31, 2025, 0.9 million shares were available for issuance under the ESPP.

The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

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and Brazil Well Intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes.

These reportable segments are strategic business units that utilize different mix of vessels and/or equipment to perform different types of services.

All material intercompany transactions between the segments have been eliminated.

See Note 2 for more information on our business segments.

We evaluate our performance based on operating income of each reportable segment.

Certain financial data by reportable segment are summarized as follows (in thousands):

Our chief operating decision maker (“CODM”) is the chief operating officer.

The CODM uses segment operating income or loss as the measure of segment profit or loss to evaluate segment performance by comparing the results of each segment with its annual budgeted amounts and monthly forecasts as well as the results of other segments.

The CODM also uses segment operating income or loss to allocate company resources (including employees, property, and financial resources) to each segment.

Information about our segment revenues and our measure of segment profit or loss is shown as follows (in thousands):

Shallow Water

Three months ended March 31, 2025

External revenues

Intersegment revenues (1)

Segment revenues

Elimination of intersegment revenues

Total consolidated net revenues

Direct cost of revenues

Operations support

Selling, general and administrative expenses

Segment operating income (loss)

Three months ended March 31, 2024

External revenues

Intersegment revenues (1)

Segment revenues

Elimination of intersegment revenues

Total consolidated net revenues

Direct cost of revenues

Operations support

Selling, general and administrative expenses

Other segment items (3)

Segment operating income (loss)

(1) Intersegment amounts are derived primarily from equipment and services provided to other business segments .

Beginning in 2024, certain intersegment revenues of Well Intervention are no longer evaluated by the CODM in his assessment of the segment’s results as those revenues are pass-through amounts related to non-core services.

For the three-month period ended March 31, 2024, $ 5.2 million have been removed from Well Intervention segment revenues and related intersegment eliminations.

This change has no impact on our segment profit or our consolidated revenues and operating income (loss).

(2) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.

Intersegment expenses are included within the amounts shown.

(3) Other segment items relate to gain (loss) on disposition of assets, net.

The table below provides a reconciliation of segment profit to income (loss) before income taxes (in thousands):

Three Months Ended

Nine Months Ended

September 30,

Net revenues —

Well Intervention

Shallow Water Abandonment

Production Facilities

Intercompany eliminations

Income (loss) from operations —

Well Intervention

Shallow Water Abandonment

Production Facilities

Reconciliation of segment profit —

Segment operating income

Change in fair value of contingent consideration

Corporate, eliminations and other

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Other non-operating expense, net

Income before income taxes

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments.

Intercompany segment revenues are as follows (in thousands):

Income (loss) before income taxes

The following items are also regularly provided to the CODM (in thousands):

Three Months Ended

Nine Months Ended

September 30,

Capital expenditures (1) —

Well Intervention

Shallow Water Abandonment

Segment assets are comprised of all assets attributable to each reportable segment.

Corporate and other includes all assets not directly identifiable with our business segments, most notably the majority of our cash and cash equivalents.

The following table reflects total assets by reportable segment (in thousands):

September 30,

Production Facilities

Corporate, eliminations and other

Depreciation and amortization (2) —

Well Intervention

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Production Facilities

Corporate and other

Corporate and eliminations

(1) Represent cash paid principally for the acquisition, construction, upgrade, modification and refurbishment of long-lived property and equipment .

(2) Represents an aggregate of depreciation and amortization expense related to property and equipment and deferred recertification and dry dock costs, which is included within the segment expense captions “Direct cost of revenues” and “Selling, general and administrative expenses” as well as the line item caption “Corporate, eliminations and other” presented above.

The CODM does not regularly review segment asset information as management’s focus is on operating performance and cash flow generation.

As such, we have omitted the disclosure of total assets by segment.

Note 12 — Asset Retirement Obligations

Our asset retirement obligations (“AROs”) relate to mature offshore oil and gas properties (Droshky and Thunder Hawk Field) that we acquired with the intention to perform decommissioning work at the end of their life cycles.

AROs are recorded initially at fair value and consist of estimated costs for subsea infrastructure decommissioning and P&A activities associated with our oil and gas properties.

The estimated costs are discounted to present value using a credit-adjusted risk-free discount rate.

After its initial recognition, an ARO liability is increased for the passage of time as accretion expense, which is a component of our depreciation and amortization expense.

An ARO liability may also change based on revisions in estimated costs and/or timing to settle the obligations.

The following table describes the changes in our AROs (in thousands):

AROs at January 1,

Revisions in estimates

Accretion expense

AROs at September 30,

AROs at March 31,

Note 13 — Commitments and Contingencies and Other Matters

Our Well Intervention segment has long-term charter agreements with Siem Offshore AS for the Siem Helix 1 and Siem Helix 2 vessels, whose terms expire in December 2030 and December 2031, respectively.

Our Robotics segment has vessel charters for the Grand Canyon II , the Grand Canyon III , the Shelia Bordelon , the North Sea Enabler and the Glomar Wave .

Our time charter agreement for the Grand Canyon II expires in December 2030.

Our time charter agreement for the Grand Canyon III expires in May 2028.

Our time charter agreement for the Shelia Bordelon in the Gulf of Mexico expires in June 2026.

Our time charter agreement for the North Sea Enabler expires in December 2025.

We have a three-year charter agreement for the Glomar Wave in the North Sea that expires in 2025.

Our Well Intervention segment has long-term charter agreements with Sea1 Offshore (formerly Siem Offshore) for the Siem Helix 1 and Siem Helix 2 vessels, whose terms expire in December 2030 and December 2031, respectively.

Our Robotics segment has vessel charters for the Grand Canyon II , the Grand Canyon III , the Shelia Bordelon , the North Sea Enabler and the Glomar Wave , which charter terms expire in December 2030, May 2028, June 2026, December 2025 and December 2025, respectively.

In February 2025, our Robotics segment took delivery of the Trym with a three-year charter that expires in February 2028.

On April 1, 2025, we extended the Trym charter by one year .

Contingencies and Claims

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While we believe we maintain appropriate accruals for such matters, the actual cost to us may be more or less than the amounts reserved.

We are involved in various legal proceedings in the normal couse 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.

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 legacy issues related to Alliance.

We recognize losses for lawsuits when the probability of an unfavorable outcome is probable and we can reasonably estimate the amount of the loss.

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The following table provides supplemental cash flow information (in thousands):

Nine Months Ended

September 30,

Three Months Ended

Interest paid

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Our capital additions include the acquisition of property and equipment for which payment has not been made.

These non-cash capital additions were $ 0.4 million at September 30, 2024 and $ 1.1 million at December 31, 2023.

Non-cash financing activities during the nine-month period ended September 30, 2024 included the non-cash settlement of the entire $ 14.0 million financing liabilities with certain customer receivables.

We incurred these financing liabilities as a result of the purchase of P&A equipment in the third quarter 2023 (Note 3).

These non-cash capital additions were $ 0.2 million at March 31, 2025 and $ 0.1 million at December 31, 2024.

Note 15 — Allowance for Credit Losses

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Balance at January 1,

Additions (1)

Balance at September 30,

Additions (reductions) (1)

Balance at March 31,

(1) Additions reflect reserves for expected credit losses during the respective periods.

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The principal amount and estimated fair value of our long-term debt are as follows (in thousands):

September 30, 2024

March 31, 2025

December 31, 2024

2026 Notes (fully redeemed March 2024)

MARAD Debt (matures February 2027)

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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.

What changed 10-Q

Item 1. Financial Statements