Item 1. Financial Statements
Item 1. Financial Statements
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
March 31,
December 31,
2026
2025
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents
$
501,272
$
445,196
Accounts receivable, net of allowance for credit losses of $ 3,554 and $ 3,529 , respectively
230,112
303,939
Other current assets
87,907
75,857
Total current assets
819,291
824,992
Property and equipment
3,137,031
3,156,606
Less accumulated depreciation
( 1,816,953 )
( 1,794,112 )
Property and equipment, net
1,320,078
1,362,494
Operating lease right-of-use assets
302,926
302,649
Deferred certification and dry dock costs, net
73,493
74,351
Other assets, net
52,301
51,418
Total assets
$
2,568,089
$
2,615,904
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
138,412
$
134,287
Accrued liabilities
69,137
94,951
Current maturities of long-term debt
9,394
9,644
Current operating lease liabilities
64,112
60,796
Total current liabilities
281,055
299,678
Long-term debt
294,367
298,351
Operating lease liabilities
257,889
260,959
Deferred tax liabilities
104,972
105,571
Other non-current liabilities
72,950
71,433
Total liabilities
1,011,233
1,035,992
Commitments and contingencies
Shareholders’ equity:
Common stock, no par, 240,000 shares authorized, 147,296 and 147,186 shares issued, respectively
1,220,461
1,218,494
Retained earnings
385,508
398,914
Accumulated other comprehensive loss
( 49,113 )
( 37,496 )
Total shareholders’ equity
1,556,856
1,579,912
Total liabilities and shareholders’ equity
$
2,568,089
$
2,615,904
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share amounts)
Three Months Ended
March 31,
2026
2025
Net revenues
$
287,946
$
278,064
Cost of sales
279,118
250,526
Gross profit
8,828
27,538
Selling, general and administrative expenses
( 22,143 )
( 19,366 )
Income (loss) from operations
( 13,315 )
8,172
Net interest expense
( 5,229 )
( 5,706 )
Other income (expense), net
298
( 357 )
Royalty income and other
1,688
1,416
Income (loss) before income taxes
( 16,558 )
3,525
Income tax provision (benefit)
( 3,152 )
453
Net income (loss)
$
( 13,406 )
$
3,072
Earnings (loss) per share of common stock:
Basic
$
( 0.09 )
$
0.02
Diluted
$
( 0.09 )
$
0.02
Weighted average common shares outstanding:
Basic
147,163
151,039
Diluted
147,163
152,174
The accompanying notes are an integral part of these condensed consolidated financial statements.
HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
Three Months Ended
March 31,
2026
2025
Net income (loss)
$
( 13,406 )
$
3,072
Other comprehensive income (loss) - foreign currency translation gain (loss), net of tax
( 11,617 )
27,185
Comprehensive income (loss)
$
( 25,023 )
$
30,257
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(UNAUDITED)
(in thousands)
Accumulated
Other
Total
Common Stock
Retained
Comprehensive
Shareholders’
Shares
Amount
Earnings
Loss
Equity
Balance, December 31, 2025
147,186
$
1,218,494
$
398,914
$
( 37,496 )
$
1,579,912
Net loss
—
—
( 13,406 )
—
( 13,406 )
Foreign currency translation adjustments
—
—
—
( 11,617 )
( 11,617 )
Activity in company stock plans, net and other
110
699
—
—
699
Share-based compensation
—
1,268
—
—
1,268
Balance, March 31, 2026
147,296
$
1,220,461
$
385,508
$
( 49,113 )
$
1,556,856
Balance, December 31, 2024
150,243
$
1,252,253
$
368,087
$
( 100,575 )
$
1,519,765
Net income
—
—
3,072
—
3,072
Foreign currency translation adjustments
—
—
—
27,185
27,185
Activity in company stock plans, net and other
1,287
( 6,279 )
—
—
( 6,279 )
Share-based compensation
—
1,522
—
—
1,522
Balance, March 31, 2025
151,530
$
1,247,496
$
371,159
$
( 73,390 )
$
1,545,265
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(in thousands)
Three Months Ended
March 31,
2026
2025
Cash flows from operating activities:
Net income (loss)
$
( 13,406 )
$
3,072
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization, excluding amortization of deferred certification and dry dock costs
33,622
33,248
Amortization of deferred certification and dry dock costs
10,242
9,234
Deferred certification and dry dock costs
( 8,870 )
( 17,855 )
Amortization of debt discount
64
57
Amortization of debt issuance costs
535
502
Share-based compensation
1,363
1,651
Deferred income taxes
( 586 )
( 400 )
Unrealized foreign currency losses
( 552 )
( 572 )
Changes in operating assets and liabilities:
Accounts receivable, net
75,849
( 1,116 )
Other current assets
( 1,038 )
( 16,835 )
Income tax receivable
( 11,071 )
( 2,702 )
Accounts payable and accrued liabilities
( 23,835 )
4,518
Other, net
( 531 )
3,640
Net cash provided by operating activities
61,786
16,442
Cash flows from investing activities:
Capital expenditures
( 2,811 )
( 4,488 )
Net cash used in investing activities
( 2,811 )
( 4,488 )
Cash flows from financing activities:
Repayment of MARAD Debt
( 4,763 )
( 4,537 )
Payments related to tax withholding for share-based compensation
( 71 )
( 7,266 )
Proceeds from issuance of ESPP shares
491
728
Net cash used in financing activities
( 4,343 )
( 11,075 )
Effect of exchange rate changes on cash and cash equivalents
1,444
1,078
Net increase in cash and cash equivalents
56,076
1,957
Cash and cash equivalents:
Balance, beginning of year
445,196
368,030
Balance, end of period
$
501,272
$
369,987
The accompanying notes are an integral part of these condensed consolidated financial statements.
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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1 — Basis of Presentation and New Accounting Standards
The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its subsidiaries (collectively, “Helix”). Unless the context indicates otherwise, the terms “we,” “us” and “our” in this report refer collectively to Helix and its subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements in U.S. dollars have been prepared in accordance with instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”).
The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive income (loss), statements of shareholders’ equity and statements of cash flows, as applicable. The operating results for the three-month period ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026. Our balance sheet as of December 31, 2025 included herein has been derived from the audited balance sheet as of December 31, 2025 included in our 2025 Annual Report on Form 10-K (our “2025 Form 10-K”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our 2025 Form 10-K.
Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format.
New accounting standards
In November 2024, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“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. ASU No. 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.
Note 2 — Company Overview
We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. Our services are key in supporting a global energy transition:
● Production maximization — our assets and methodologies are specifically designed to safely and efficiently enhance and extend the lives of existing oil and gas reserves;
● Decommissioning — we are a full-field abandonment contractor with vessels and systems to safely and efficiently decommission offshore wells and infrastructure in both deepwater and the Gulf of America shelf; and
● Renewables — we are an established global leader in jet trenching and provide specialty support services to renewable energy developments (primarily offshore wind farms), including boulder removal and unexploded ordnance clearance.
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We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of America (deepwater and shelf), Brazil, North Sea, West Africa and Asia Pacific regions. Our North Sea operations and our Gulf of America shelf operations are usually subject to seasonal changes in activity levels, which generally peak in the summer months and decline in the winter months. Our services are segregated into four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.
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 vessels, the Sea Helix 1 (formerly Siem Helix 1 ) and the Siem Helix 2 . Our well intervention equipment includes intervention systems such as intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module, some of which we provide on a stand-alone basis.
Our Robotics segment provides trenching, seabed clearance, offshore construction and inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of renewable energy and supporting the responsible transition to additional energy sources. Additionally, our robotics services are used in and complement our well intervention services. Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, IROV boulder grabs and robotics support vessels under term charters as well as spot vessels as needed. 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 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 that 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, plug and abandonment (“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):
March 31,
December 31,
2026
2025
Prepaids
$
33,116
$
29,345
Income tax receivable
18,302
7,383
Contract assets (Note 8)
9,696
10,871
Deferred costs (Note 8)
13,420
18,678
Other
13,373
9,580
Total other current assets
$
87,907
$
75,857
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Other assets, net consist of the following (in thousands):
March 31,
December 31,
2026
2025
Prepaid charter (1)
$
12,544
$
12,544
Deferred costs (Note 8)
7,380
6,910
Other receivable (2)
27,945
27,291
Intangible assets with finite lives, net
3,131
3,262
Other
1,301
1,411
Total other assets, net
$
52,301
$
51,418
(1) Represents prepayments to the owner of the Sea Helix 1 and the Siem Helix 2 , which may be used to offset certain payment obligations associated with the vessels at the end of their respective charter term.
(2) Represents the present value of receivables for P&A work to be performed by us on Droshky field oil and gas properties we acquired from Marathon Oil Corporation in 2019.
Accrued liabilities consist of the following (in thousands):
March 31,
December 31,
2026
2025
Accrued payroll and related benefits
$
34,700
$
45,463
Accrued interest
2,570
10,102
Deferred revenue (Note 8)
13,793
17,115
Other
18,074
22,271
Total accrued liabilities
$
69,137
$
94,951
Other non-current liabilities consist of the following (in thousands):
March 31,
December 31,
2026
2025
Asset retirement obligations (Note 12)
$
70,309
$
68,770
Other
2,641
2,663
Total other non-current liabilities
$
72,950
$
71,433
Note 4 — Leases
We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2034.
The following table details the components of our lease cost (in thousands):
Three Months Ended
March 31,
2026
2025
Operating lease cost
$
22,781
$
21,230
Variable lease cost
476
2,346
Short-term lease cost
8,862
8,943
Sublease income
( 30 )
( 29 )
Net lease cost
$
32,089
$
32,490
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Maturities of our operating lease liabilities as of March 31, 2026 are as follows (in thousands):
Facilities and
Vessels
Equipment
Total
Less than one year
$
80,588
$
4,032
$
84,620
One to two years
81,049
4,793
85,842
Two to three years
64,259
3,610
67,869
Three to four years
56,205
4,303
60,508
Four to five years
51,183
4,235
55,418
Over five years
22,067
11,092
33,159
Total lease payments
$
355,351
$
32,065
$
387,416
Less: imputed interest
( 57,281 )
( 8,134 )
( 65,415 )
Total operating lease liabilities
$
298,070
$
23,931
$
322,001
Current operating lease liabilities
$
60,759
$
3,353
$
64,112
Non-current operating lease liabilities
237,311
20,578
257,889
Total operating lease liabilities
$
298,070
$
23,931
$
322,001
Maturities of our operating lease liabilities as of December 31, 2025 are as follows (in thousands):
Facilities and
Vessels
Equipment
Total
Less than one year
$
77,129
$
4,267
$
81,396
One to two years
76,334
4,328
80,662
Two to three years
65,278
4,088
69,366
Three to four years
53,006
3,869
56,875
Four to five years
59,020
4,636
63,656
Over five years
27,237
11,950
39,187
Total lease payments
$
358,004
$
33,138
$
391,142
Less: imputed interest
( 60,774 )
( 8,613 )
( 69,387 )
Total operating lease liabilities
$
297,230
$
24,525
$
321,755
Current operating lease liabilities
$
57,240
$
3,556
$
60,796
Non-current operating lease liabilities
239,990
20,969
260,959
Total operating lease liabilities
$
297,230
$
24,525
$
321,755
The following table presents the weighted average remaining lease term and discount rate:
March 31,
December 31,
2026
2025
Weighted average remaining lease term
4.8
years
5.0
years
Weighted average discount rate
7.62
%
7.68
%
The following table presents other information related to our operating leases (in thousands):
Three Months Ended
March 31,
2026
2025
Cash paid for operating lease liabilities
$
22,648
$
20,428
Right-of-use assets related to new operating lease liabilities (1)
16,932
12,073
(1) Our operating lease additions are primarily related to the charter for the Patriot during the three-month period ended March 31, 2026, and the charter for the Trym during the three-month period ended March 31, 2025.
See Note 13 for additional information on our significant leases.
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Note 5 — Long-Term Debt
Scheduled maturities of our long-term debt outstanding as of March 31, 2026 are as follows (in thousands):
MARAD
2029
Debt
Notes
Total
Less than one year
$
9,882
$
—
$
9,882
One to two years
—
—
—
Two to three years
—
300,000
300,000
Gross debt
9,882
300,000
309,882
Unamortized debt discount (1)
—
( 882 )
( 882 )
Unamortized debt issuance costs (1)
( 488 )
( 4,751 )
( 5,239 )
Total debt
9,394
294,367
303,761
Less current maturities
( 9,394 )
—
( 9,394 )
Long-term debt
$
—
$
294,367
$
294,367
(1) Debt discount and debt issuance costs are amortized to interest expense over the term of the applicable debt agreement.
Below is a summary of our indebtedness:
Credit Agreement
On September 30, 2021, we entered into an asset-based credit agreement with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation and subsequently we entered into various amendments (collectively, the “Amended ABL Facility”). The Amended ABL Facility provides a $ 120 million asset-based revolving credit line that matures on August 2, 2029 , with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 50 million. The Amended ABL Facility permits us to request an increase of the facility of up to $ 30 million, subject to certain conditions.
Commitments under the Amended ABL Facility are comprised of separate U.S. and U.K. revolving credit facility commitments of $ 85 million and $ 35 million, respectively. The Amended ABL Facility provides funding based on a borrowing base calculation that includes eligible U.S. and U.K. customer accounts receivable and cash and provides for a $ 55 million sub-limit for the issuance of letters of credit. As of March 31, 2026, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 113.0 million, net of $ 1.5 million of letters of credit issued and includes $ 2.6 million of cash pledged to the facility.
We and certain of our U.S. and U.K. 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. and U.K. subsidiaries, excluding Cal Dive I – Title XI, Inc. (“CDI Title XI”), Helix Offshore Services Limited and certain other enumerated subsidiaries. Other subsidiaries may be added as guarantors of the facility in the future. The Amended ABL Facility is secured by all accounts receivable and designated deposit accounts of the U.S. borrowers and guarantors, and by substantially all of the assets of the U.K. borrowers and guarantors.
U.S. borrowings under the Amended ABL Facility bear interest at the Term SOFR rate (also known as CME Term SOFR as administered by CME Group, Inc.) plus a margin of 1.50 % to 2.00 % or at a base rate plus a margin of 0.50 % to 1.00 %. U.K. borrowings under the Amended ABL Facility denominated in U.S. dollars bear interest at the Term SOFR rate with SOFR adjustment of 0.10 % and U.K. borrowings denominated in the British pound bear interest at the SONIA daily rate, each plus a margin of 1.50 % to 2.00 %. We also pay a commitment fee of 0.375 % to 0.50 % per annum on the unused portion of the facility.
The Amended ABL Facility includes certain limitations on our ability to incur additional indebtedness, grant liens on assets, pay dividends and make distributions on equity interests, dispose of assets, make investments, repay certain indebtedness, engage in mergers, and other matters, in each case subject to certain exceptions. The Amended ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The Amended ABL Facility requires us to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 if availability is less than the greater of 10 % of the borrowing base or $ 12 million.
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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.
MARAD Debt
In 2005, Helix’s subsidiary CDI-Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 vessel (the “MARAD Debt”). The MARAD Debt is guaranteed by the U.S. government pursuant to Title XI of the Merchant Marine Act of 1936, administered by the Maritime Administration (“MARAD”). The obligation of CDI-Title XI to reimburse MARAD in the event CDI-Title XI fails to repay the MARAD Debt is collateralized by the Q4000 and is guaranteed 50 % by us. In addition, we have agreed to bareboat charter the Q4000 from CDI-Title XI for so long as the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93 %.
Senior Notes Due 2029 (“2029 Notes”)
On December 1, 2023, we issued $ 300 million aggregate principal amount of the 2029 Notes. 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. The 2029 Notes mature on March 1, 2029 unless earlier redeemed or repurchased by us.
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 2029 Notes to be redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. 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 2029 Notes to be redeemed) set forth below, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. 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 2029 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.
Redemption
Year
Price
2026
104.875 %
2027
102.438 %
2028 and thereafter
100.000 %
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 2029 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.
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.
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 may guarantee certain of our indebtedness, including the Amended ABL Facility. 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. 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.
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Other
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 March 31, 2026, we were in compliance with these covenants.
The following table details the components of our net interest expense (in thousands):
Three Months Ended
March 31,
2026
2025
Interest expense
$
8,200
$
8,239
Interest income
( 2,971 )
( 2,533 )
Net interest expense
$
5,229
$
5,706
Note 6 — Income Taxes
We operate in multiple jurisdictions with complex tax laws subject to interpretation and judgment. We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our condensed consolidated financial statements.
For the three-month period ended March 31, 2026, we recorded income tax benefit of $ 3.2 million, resulting in an effective tax rate of 19.0 %. The effective tax rate for the three-month period ended March 31, 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. For the three-month period ended March 31, 2025, we recorded income tax provision of $ 0.5 million, resulting in an effective tax rate of 12.9 %. The effective rate for the three-month period ended March 31, 2025 was impacted by a discrete non-U.S. tax benefit.
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”). We did not make any share repurchases during the three-month period ended March 31, 2026. As of March 31, 2026, approximately $ 128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.
Effective April 22, 2026, our Board has decided to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program. Our Board may authorize management to resume repurchases of shares under the 2023 Repurchase Program in the future at its discretion. The manner, timing and amount of any future repurchases under the 2023 Repurchase Program, if repurchases under the 2023 Repurchase Program are resumed, will be determined by management at its discretion based on an evaluation of market conditions, stock price, liquidity and other factors. The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion. Any shares repurchased under the 2023 Repurchase Program are cancelled.
Note 8 — Revenue from Contracts with Customers
Disaggregation of Revenue
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.
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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):
Well
Shallow Water
Production
Intercompany
Total
Intervention
Robotics
Abandonment
Facilities
Eliminations
Revenue
Three months ended March 31, 2026
Production maximization
$
67,167
$
9,399
$
1,783
$
18,736
$
( 17,545 )
$
79,540
Decommissioning
140,870
8,932
19,453
—
( 6,297 )
162,958
Renewables
—
36,757
—
—
—
36,757
Other
1,406
7,285
—
—
—
8,691
Total
$
209,443
$
62,373
$
21,236
$
18,736
$
( 23,842 )
$
287,946
Three months ended March 31, 2025
Production maximization
$
96,962
$
24,726
$
1,076
$
19,837
$
( 3,972 )
$
138,629
Decommissioning
100,683
4,016
15,666
—
( 4,035 )
116,330
Renewables
—
16,774
76
—
—
16,850
Other
729
5,526
—
—
—
6,255
Total
$
198,374
$
51,042
$
16,818
$
19,837
$
( 8,007 )
$
278,064
Contract Balances
Net contract assets were $ 9.7 million as of March 31, 2026 and $ 10.9 million as of December 31, 2025 and are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 3). The decrease in net contract assets was primarily attributable to the completion of a lump sum contract that had a contract asset balance as of December 31, 2025. We had no credit losses on our contract assets for the three-month periods ended March 31, 2026 and 2025.
Net contract liabilities totaled $ 13.8 million as of March 31, 2026 and $ 17.1 million as of December 31, 2025 and are reflected as “Deferred revenue,” a component of “Accrued liabilities” in the accompanying condensed consolidated balance sheets (Note 3). The decrease was primarily attributable to the amortization of deferred mobilization fees for work that had not been completed as of both balance sheet dates. Revenue recognized for the three-month periods ended March 31, 2026 and 2025 included $ 13.6 million and $ 15.6 million, respectively, that were included in the contract liability balance at the beginning of each period.
Performance Obligations
As of March 31, 2026, $ 1.2 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 550.9 million, $ 421.2 million and $ 226.2 million in 2026 , 2027 and 2028 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 March 31, 2026.
For the three-month periods ended March 31, 2026 and 2025, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.
Contract Fulfillment Costs
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 $ 20.8 million as of March 31, 2026 and $ 25.6 million as of December 31, 2025. For the three-month periods ended March 31, 2026 and 2025, we recorded $ 17.2 million and $ 16.4 million, respectively, related to amortization of these deferred contract costs. There were no associated impairment losses for any period presented.
For additional information regarding revenue recognition, see Notes 2 and 11 to our 2025 Form 10-K.
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Note 9 — Earnings Per Share
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
Three Months Ended
March 31, 2026
March 31, 2025
Income
Shares
Income
Shares
Basic:
Net income (loss)
$
( 13,406 )
$
3,072
Less: Undistributed earnings allocated to participating securities
—
( 2 )
Net income (loss) available to common shareholders, basic
$
( 13,406 )
147,163
$
3,070
151,039
Earnings (loss) per share, basic
$
( 0.09 )
$
0.02
Diluted:
Net income (loss) available to common shareholders, basic
$
( 13,406 )
147,163
$
3,070
151,039
Effect of dilutive securities:
Share-based awards other than participating securities
—
—
—
1,135
Net income (loss) available to common shareholders, diluted
$
( 13,406 )
147,163
$
3,070
152,174
Earnings (loss) per share, diluted
$
( 0.09 )
$
0.02
We had a net loss for the three-month period ended March 31, 2026. 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
March 31, 2026
Diluted shares (as reported)
147,163
Share-based awards
629
Total
147,792
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.
Note 10 — Employee Benefit Plans
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”). As of March 31, 2026, there were approximately 7.9 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, 2026, the following grants of share-based awards were made under the 2005 Incentive Plan:
Grant Date
Fair Value
Date of Grant
Award Type
Shares/Units
Per Share/Unit
Vesting Period/Vesting Date
January 1, 2026 (1)
RSU
719,298
$
6.27
33 % per year over three years
January 1, 2026 (2)
PSU
605,661
$
6.93
100 % on December 31, 2028
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(1) Reflects grants to our executive officers and certain other employees.
(2) Reflects grants to our executive officers.
We have restricted stock outstanding granted to members of our Board. For each of the three-month periods ended March 31, 2026 and 2025, we recognized $ 0.2 million 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 % containing a service and market condition based on the performance of our common stock against peer group companies, and (ii) 50 % containing a service and performance condition based on cumulative total Free Cash Flow. 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 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 the three-month periods ended March 31, 2026 and 2025, $ 1.0 million and $ 1.3 million, respectively, were recognized as share-based compensation related to PSUs. In the first quarter 2026, 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, 489,498 PSUs granted in 2023 vested at 151 %, resulting in cash payout of $ 4.6 million.
Our 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, 2026 and 2025, $ 1.3 million and $ 1.0 million, respectively, were recognized as compensation cost.
During the three-month period ended March 31, 2026 and the year ended December 31, 2025, we granted fixed-value cash awards of $ 6.8 million and $ 6.7 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 each of the three-month periods ended March 31, 2026 and 2025, $ 1.5 million were recognized as compensation cost.
Defined Contribution Plans
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-month periods ended March 31, 2026 and 2025, we made contributions to our defined contribution plans totaling $ 1.9 million and $ 1.5 million, respectively.
Employee Stock Purchase Plan (“ESPP”)
As of March 31, 2026, 0.6 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.
For more information regarding our employee benefit plans, including the 2005 Incentive Plan, the defined contribution plans and the ESPP, see Note 13 to our 2025 Form 10-K.
Note 11 — Business Segment Information
We have four reportable business segments: 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. 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.
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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):
Well
Shallow Water
Production
Intervention
Robotics
Abandonment
Facilities
Total
Three months ended March 31, 2026
External revenues
$
195,959
$
52,015
$
21,236
$
18,736
$
287,946
Intersegment revenues (1)
13,484
10,358
—
—
23,842
Segment revenues
209,443
62,373
21,236
18,736
311,788
Elimination of intersegment revenues
( 23,842 )
Total consolidated net revenues
$
287,946
Less (2) :
Direct cost of revenues
( 190,034 )
( 50,191 )
( 27,442 )
( 25,905 )
Operations support
( 4,206 )
( 1,589 )
( 2,645 )
( 282 )
Selling, general and administrative expenses
( 4,346 )
( 2,820 )
( 1,879 )
( 458 )
Segment operating income (loss)
$
10,857
$
7,773
$
( 10,730 )
$
( 7,909 )
$
( 9 )
Three months ended March 31, 2025
External revenues
$
198,374
$
43,087
$
16,766
$
19,837
$
278,064
Intersegment revenues (1)
—
7,955
52
—
8,007
Segment revenues
198,374
51,042
16,818
19,837
286,071
Elimination of intersegment revenues
( 8,007 )
Total consolidated net revenues
$
278,064
Less (2) :
Direct cost of revenues
( 170,033 )
( 41,635 )
( 25,539 )
( 12,264 )
Operations support
( 4,019 )
( 1,391 )
( 2,861 )
( 113 )
Selling, general and administrative expenses
( 4,352 )
( 2,669 )
( 1,859 )
( 516 )
Segment operating income (loss)
$
19,970
$
5,347
$
( 13,441 )
$
6,944
$
18,820
(1) Intersegment amounts are derived primarily from equipment and services provided to other business segments .
(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.
The table below provides a reconciliation of segment profit or loss to income (loss) before income taxes (in thousands):
Three Months Ended
March 31,
2026
2025
Reconciliation of segment profit or loss —
Segment operating income (loss)
$
( 9 )
$
18,820
Corporate, eliminations and other
( 13,306 )
( 10,648 )
Net interest expense
( 5,229 )
( 5,706 )
Other non-operating income, net
1,986
1,059
Income (loss) before income taxes
$
( 16,558 )
$
3,525
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The following items are also regularly provided to the CODM (in thousands):
Three Months Ended
March 31,
2026
2025
Capital expenditures (1) —
Well Intervention
$
2,172
$
2,968
Robotics
635
1,199
Shallow Water Abandonment
—
214
Production Facilities
—
—
Corporate, eliminations and other
4
107
Total
$
2,811
$
4,488
Depreciation and amortization (2) —
Well Intervention
$
32,373
$
30,591
Robotics
1,185
1,369
Shallow Water Abandonment
5,455
5,678
Production Facilities
4,813
4,749
Corporate and eliminations
38
95
Total
$
43,864
$
42,482
(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 certification 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.
We have not included a disclosure of total assets by segment as management’s focus is on operating performance and cash flow generation and the CODM does not regularly review segment asset information.
Note 12 — Asset Retirement Obligations
Our asset retirement obligations (“AROs”) relate to mature offshore oil and gas properties (Droshky field and Thunder Hawk field) that we acquired with the intention to perform decommissioning work at the end of their life cycles. The following table describes the changes in our AROs (in thousands):
2026
2025
AROs at January 1,
$
68,770
$
62,947
Accretion expense
1,539
1,408
AROs at March 31,
$
70,309
$
64,355
Note 13 — Commitments and Contingencies and Other Matters
Commitments
Our Well Intervention segment has long-term charter agreements with Sea1 Offshore (formerly Siem Offshore) for the Sea Helix 1 and Siem Helix 2 vessels, whose charter terms expire in December 2030 and December 2031, respectively. Our Robotics segment has long-term vessel charters for the Grand Canyon II , the Grand Canyon III , the Shelia Bordelon , the North Sea Enabler and the Trym , whose charter terms expire in December 2030, May 2028, June 2026, June 2028 and February 2029, respectively. In January 2026, our Robotics segment took delivery of the Patriot with a four-year charter that expires in January 2030.
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Contingencies and Claims
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 thereunder. 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 and other matters 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 and employee-related disputes. We recognize losses for contingencies when the probability of an unfavorable outcome is probable and we can reasonably estimate the amount of the loss. For insured claims, we recognize such losses to the extent they exceed applicable insurance coverage. 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 accrued for or covered by insurance, will have a material adverse impact on our condensed consolidated financial statements.
Note 14 — Statement of Cash Flow Information
We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of three months or less. The following table provides supplemental cash flow information (in thousands):
Three Months Ended
March 31,
2026
2025
Interest paid
$
15,134
$
15,324
Income taxes paid, net (1)
8,505
3,555
(1) There were no income tax refunds during the three-month period ended March 31, 2026. Amount during the three-month period ended March 31, 2025 was net of income tax refunds of $ 0.9 million.
Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions were $ 0.6 million at March 31, 2026 and $ 1.0 million at December 31, 2025.
Note 15 — Allowance for Credit Losses
We estimate current expected credit losses on our accounts receivable at each reporting date based on our credit loss history, adjusted for current factors including global economic and business conditions, offshore energy industry and market conditions, customer mix, contract payment terms and past due accounts receivable. The following table sets forth the activity in our allowance for credit losses (in thousands):
2026
2025
Balance at January 1,
$
3,529
$
3,682
Additions (reductions) (1)
25
( 85 )
Balance at March 31,
$
3,554
$
3,597
(1) Additions (reductions) reflect reserves (releases) for expected credit losses during the respective periods.
Note 16 — Fair Value Measurements
Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments.
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The principal amount and estimated fair value of our long-term debt are as follows (in thousands):
March 31, 2026
December 31, 2025
Principal
Fair
Principal
Fair
Amount (1)
Value (2)
Amount (1)
Value (2)
MARAD Debt (matures February 2027)
$
9,882
$
9,856
$
14,645
$
14,611
2029 Notes (mature March 2029)
300,000
314,250
300,000
317,250
Total debt
$
309,882
$
324,106
$
314,645
$
331,861
(1) Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 5 for additional disclosures on our long-term debt.
(2) The estimated fair value was determined using Level 2 fair value inputs under the market approach, which was determined using quotes in inactive markets.
Note 17 — Subsequent Events
On April 22, 2026, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Hornbeck Offshore Services, Inc., a Delaware corporation (“Hornbeck”), Odyssey Sub, Inc., a Delaware corporation and our direct, wholly owned subsidiary (“Parent Sub”), and Hercules Sub LLC, a Delaware limited liability company and our direct, wholly owned subsidiary (“LLC Sub”). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into Hornbeck, with Hornbeck continuing as the surviving entity (the “Surviving Corporation”) (the “First Company Merger”) and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub continuing as the surviving entity (the “Combined Company”).
Upon consummation of the transactions contemplated by the Merger Agreement (the “Transactions”), we expect that current Helix shareholders will own approximately 45 %, and current Hornbeck shareholders will own approximately 55 %, of the Combined Company. Following the Transactions, our name will be changed to Hornbeck Offshore Services, Inc., and our common stock will remain listed on the New York Stock Exchange. The Mergers and the Transactions are expected to be consummated in the second half of 2026. However, no assurance can be given as to when, or if, the Mergers and the Transactions will be consummated.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.