What changed in this filing

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Item 1A. Risk Factors

2025-02-27 compared with 2024-02-29 · 84 added, 90 removed, 272 unchanged (39% of the section changed)

11 unchanged sentences

● the global supply and demand for oil and natural gas;

● political and economic uncertainty and geopolitical unrest, including regional conflicts and economic and political conditions in oil-producing regions;

● political and economic uncertainty and geopolitical unrest, including regional conflicts and economic and political conditions domestically and in other oil-producing regions;

● actions taken by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) ;

● the occurrence or threat of an epidemic or pandemic disease and any related governmental response ;

● laws, regulations and policies directly related to the industries in which we provide services, including regulations on decommissioning obligations, restrictions on oil and gas leases, and their interpretation and enforcement;

● the availability and discovery rate of new oil and natural gas reserves in offshore areas;

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● shifts in end-customer preferences toward fuel efficiency and the use of natural gas or renewable energy alternatives;

● weather conditions and natural disasters with respect to marine operations;

● laws, regulations and policies directly related to the industries in which we provide services, including restrictions on oil and gas leases, and their interpretation and enforcement;

● weather conditions and natural disasters, including with respect to marine operations;

● the occurrence or threat of an epidemic or pandemic disease and any related governmental response ;

● environmental and other governmental regulations;

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The extent of the impact of these conditions on our results of operations and cash flows depends on the strength of our industry environment and the demand for our services.

We continue to actively monitor ongoing military hostilities in Ukraine, Israel, the Red Sea, the Middle East, and globally as well as applicable laws, sanctions and trade control restrictions resulting therefrom.

Our business and financial performance are subject to risks related to global economic conditions, geopolitical developments and international conflict.

We serve customers in many countries around the world and accordingly our business and operations are subject to the effects of global economic conditions, geopolitical developments and international conflicts.

Geopolitical and international instability could lead to sanctions, tariffs, trade wars, embargoes and regional unrest, and related governmental actions could affect the global economy, our customers and our business.

In addition, shifting geopolitical conditions could affect U.S.

or foreign policies and priorities which could adversely impact our customers and our business.

For example, in 2022, the U.K.

enacted the Energy (Oil and Gas) Profits Levy of 2022 imposing a windfall tax on profits for oil and gas companies operating in the U.K.

and U.K Continental Shelf, which legislation could further adversely affect the operation and capital spending of our customers in the North Sea.

In January 2025, a Presidential Memorandum was issued in the U.S.

temporarily withdrawing wind energy leasing in the U.S.

Outer Continental Shelf (“2025 Wind Energy Ban”) which could affect projects in the offshore wind industry.

We continue to actively monitor ongoing and potential military hostilities globally including in Ukraine, Israel, the Red Sea and the Middle East, as well as applicable laws, sanctions and trade control restrictions resulting therefrom.

Any sanctions measures and increased governmental oversight and enforcement activities could adversely affect the global economy and supply chains as well as the oil and gas sector generally.

The extent to which our operations and financial results may be affected by any such ongoing hostilities will depend on various factors, including the extent and duration of the conflicts and their related effects on operating and capital spending by our oil and gas production customers.

Our renewables business may be adversely affected by industry-specific economic and market factors.

The extent to which our operations and financial results may be affected by any such hostilities will depend on various factors, including the extent and duration of the conflicts and their related effects on operating and capital spending by our customers.

Our renewables business may be adversely affected by industry-specific economic, regulatory and market factors.

Our services to the renewable energy sector and offshore wind farm developments consist primarily of subsea cable trenching and burial as well as seabed clearance and preparation services provided by our Robotics segment.

Demand for our services in the renewable energy market is affected by various factors, including the pace of consumer shift towards renewable energy sources, global electricity demand, technological advancements that increase the generation and/or reduce the cost of renewable energy, and expansion of offshore renewable energy projects to deeper water and other regions.

The offshore renewable energy sector also has country-specific regulations, incentives, subsidies and tax credits, that if revised negatively, can affect our customers’ needs for our services.

The offshore renewable energy sector also has country-specific regulations, restrictions, incentives, subsidies and tax credits, that if revised negatively, can affect our customers’ needs for our services.

Stagnant or declining economic conditions, which may slow global electricity demand, can negatively affect developer spending towards renewable energy projects.

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Inflation rates have been relatively low and stable over the previous three decades;

however, inflation rates have risen significantly since 2021 due in part to supply chain disruptions and the effects of the COVID-19 pandemic.

however, inflation rates rose significantly between 2021 and 2024 due in part to supply chain disruptions and the effects of the COVID-19 pandemic.

Although inflation rates have stabilized at a moderate level, future economic shocks, such as those due to tariffs and trade wars, could increase inflation levels going forward.

We bear the costs of operating and maintaining our assets, including labor and material costs as well as recertification and dry dock costs.

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Our backlog may not be ultimately realized for various reasons, our contracts may be terminated early, and our call-off work may be terminated earlier than expected.

As of December 31, 2023, backlog for our services supported by written agreements or contracts totaled $850 million, of which $700 million is expected to be performed in 2024.

As of December 31, 2024, backlog for our services supported by written agreements or contracts totaled $1.4 billion, of which $681 million is expected to be performed in 2025.

We may not be able to perform under our contracts for various reasons giving our customers certain contractual rights under their contracts with us, which ultimately could include termination of a contract.

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Failure to perform in accordance with contract specifications can result in reduced rates (or zero rates), customer disputes, contractual penalties, and ultimately, termination in the event of sustained non-performance.

Reduced revenues and/or contract termination due to our inability or failure to perform operationally could have a material adverse effect on our financial position, results of operations and cash flows.

As a large portion of our revenues are concentrated with a relatively small number of contracts, any reduced revenues and/or contract termination due to our inability or failure to perform operationally could have a material adverse effect on our financial position, results of operations and cash flows.

Our customers, suppliers and other counterparties may be unable to perform their obligations.

Industry uncertainty and domestic and global economic conditions, including the financial condition of our customers, suppliers, lenders, insurers and other financial institutions generally, could jeopardize the ability of such parties to perform their obligations to us, including obligations to pay amounts owed to us and to deliver goods and/or services to us in a timely matter.

In the event one or more of our customers and/or suppliers is adversely affected by a global health emergency similar to the COVID-19 pandemic, our business with them may be affected.

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The inability of our customers, suppliers and other counterparties to perform under our various contracts, credit agreements and insurance policies may materially adversely affect our business, financial position, results of operations and cash flows.

We may own assets with ongoing costs that cannot be recouped if the assets are not under contract, and time chartering vessels requires us to make ongoing payments regardless of utilization of and revenue generation from those vessels.

We own vessels, systems and other equipment for which there are ongoing costs, including maintenance, manning, insurance and depreciation.

We may own assets with costs that cannot be recouped if the assets are not under contract, and time chartering vessels requires us to make payments regardless of utilization of and revenue generation from those vessels.

We own vessels, systems and other equipment for which there are costs, including maintenance, manning, insurance and depreciation.

We may also construct assets without first obtaining service contracts covering the cost of those assets.

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If other companies relocate or acquire assets for operations in the regions in which we operate, levels of competition may increase further and our business could be adversely affected.

Climate change might adversely impact our business operations and/or our supply chain.

Scientific consensus shows that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe.

Climatologists predict these changes will result in the increased frequency of extreme weather events and natural disasters which could disrupt our business operations or those of our customers or suppliers.

In addition, concern about climate change and greenhouse gases may result in new or additional legal, legislative, and/or regulatory requirements designed to reduce or mitigate the effects of climate change on the environment.

Any such new requirements could increase our operating costs and impede our ability to provide services to our customers.

The actual or perceived lack of sustainability of the oil and gas sector, or our failure to adequately implement and communicate initiatives that demonstrate our own sustainability, may adversely affect our business.

Sustainability initiatives remain important factors in assessing a company’s outlook, as investors look to identify factors that they believe inform a company’s ability to create long-term value.

We understand we have an important role to play as a steward of the people, communities and environments we serve, and we regularly look for ways to emphasize and improve our own sustainability record.

However the nature of the oil and gas sector in which we predominantly operate may impact in the near or long term sustainability sentiment of investors, lenders, other industry participants and individuals, to the extent the global markets value green energy and environmental conservation.

This sentiment may in turn lead to a lack of investment, investability or borrowing capital, or a more negative overall perception related to the fossil fuel industry.

Further, we may not succeed in implementing or communicating a sustainability message that is well understood or received.

As a result we may experience diminished reputation or sentiment, reduced access to capital markets and/or increased cost of capital, an inability to attract and retain talent, and loss of customers or vendors.

Our North Sea and Helix Alliance businesses typically decline in the winter, and weather can adversely affect our operations.

Marine operations conducted in the North Sea and the Gulf of Mexico shelf are seasonal and depend, in part, on weather conditions.

Marine operations conducted in the North Sea and the U.S.

Gulf Coast shelf are seasonal and depend, in part, on weather conditions.

Historically, we have enjoyed our highest North Sea vessel utilization rates during the summer and fall when weather conditions are more favorable for offshore operations, and we typically have experienced our lowest North Sea utilization rates in the first quarter.

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Certain areas in which we operate experience unfavorable weather conditions including hurricanes and extreme storms on a relatively frequent basis.

Substantially all of our facilities and assets offshore and along the Gulf of Mexico and the North Sea are susceptible to damage and/or total loss by these weather conditions.

Substantially all of our facilities and assets offshore and along the U.S.

Gulf Coast and the North Sea are susceptible to damage and/or total loss by these weather conditions.

Damage caused by high winds and turbulent seas could potentially cause us to adjust service operations or curtail operations for significant periods of time until damage can be assessed and repaired.

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Any such failure could have a material adverse effect on our business, competitive position, financial position, results of operations and cash flows.

Climate change might adversely impact our business operations and/or our supply chain.

Scientific consensus shows that carbon dioxide and other greenhouse gases in the atmosphere have caused and will in the future cause changes in weather patterns around the globe.

Any such new requirements could increase our operating costs and impede our ability to provide services to our customers.

Sustainability initiatives remain important factors in assessing a company’s outlook, as investors look to identify factors that they believe inform a company’s ability to create long-term value.

The nature of the oil and gas sector in which we predominantly operate may impact the sustainability sentiment of investors, lenders, customers, other industry participants and individuals, to the extent the global markets value green energy and environmental conservation.

Further, we may not succeed in implementing or communicating a sustainability message that is well understood or received.

Alternatively, stakeholder sentiment may view sustainability initiatives as shifting attention away from shareholder value-oriented and profit-focused efforts, which could lead to a negative perception.

FINANCIAL AND LIQUIDITY RISKS

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Lack of access to the financial markets could negatively impact our ability to operate our business.

Access to financing may be limited and uncertain, especially in times of economic weakness, or declining sentiment towards industries we service.

Access to financing may be limited and uncertain, especially in times of economic weakness, or declining sentiment towards industries we service or our business model.

If capital and credit markets are limited, we may be unable to refinance or we may incur increased costs and obtain less favorable terms associated with refinancing of our maturing debt.

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LEGAL AND REGULATORY COMPLIANCE RISKS

Government regulations may affect our business operations, including impeding our operations and making our operations more difficult and/or costly.

Our business is affected by changes in public policy and by federal, state, local and international laws and regulations relating to the offshore oil and gas operations.

Offshore oil and gas operations are affected by tax, environmental, safety, labor, cabotage and other laws, by changes in those laws, application or interpretation of existing laws, and changes in related administrative regulations or enforcement priorities.

Government regulations, including those specific to deepwater offshore drilling, may make our business operations more difficult or costly, or limit our services.

Our business is affected by changes in public policy and by federal, state, local and international laws and regulations relating to the offshore oil and gas and renewables operations.

Such operations are affected by tax, environmental, safety, labor, cabotage and other laws, by changes in those laws, application or interpretation of existing laws, and changes in related administrative regulations or enforcement priorities.

Government authorities, including BOEM and BSEE, may also continue to issue further regulations regarding deepwater offshore drilling.

It is also possible that these laws and regulations in the future may add significantly to our capital and operating costs or those of our customers or otherwise directly or indirectly affect our operations.

On December 20, 2019, CBP finalized a new set of rulings (the “2019 CBP Rulings”) that (i) restrict the scope of items that may be transported aboard non-coastwise qualified vessels on the OCS and (ii) establish rules regarding incidental vessel movements related to offshore lifting operations.

The 2019 CBP Rulings constitute a significant step towards establishing a predictable regime of regulation for offshore operations.

Certain organizations may seek to overturn the 2019 CBP Rulings, particularly with respect to offshore lifting operations.

CBP, its parent agency, the Department of Homeland Security, the federal courts or the U.S.

Congress could revisit the issue and, if a challenge to the 2019 CBP Rulings were successful along the lines sought by those organizations, the resulting interpretation of the Jones Act could adversely impact the operations of non-coastwise qualified vessels working in the Gulf of Mexico, and could potentially make it more difficult and/or costly to perform our offshore services in the area.

On January 1, 2021, the National Defense Authorization Act for fiscal year 2021 came into force which, among other things, extended federal law, including the Jones Act, to U.S.

The National Defense Authorization Act for fiscal year 2021, among other things, extends federal law, including the Jones Act, to U.S.

offshore wind farm projects, making it more difficult and/or costly to provide for U.S.

renewables customers the services that we currently provide for renewables customers in the North Sea and Asia Pacific.

The 2025 Wind Energy Ban restricts customers from developing new wind farms on the U.S.

Outer Continental Shelf.

Risks of substantial costs and liabilities related to environmental compliance issues are inherent in our operations.

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As a multi-national organization, we are subject to taxation in multiple jurisdictions.

The Organization for Economic Co-operation and Development, the EU and individual taxing jurisdictions are focused on tax base erosion and profit shifting as well as minimum tax directives (including Pillar Two).

The Organization for Economic Co-operation and Development, the European Union and individual taxing jurisdictions are focused on tax base erosion and profit shifting as well as minimum tax directives (including Pillar Two).

These initiatives and directives continue to evolve with country specific implementation legislation forthcoming.

We anticipate increased disclosure and reporting in order to facilitate compliance with these directives and proposed rules.

While the impact of these proposed and future rules cannot be determined, they may have adverse effects on us, including increased administrative and compliance costs.

We anticipate increased disclosure and reporting to facilitate compliance with these directives.

As the impact of proposed and future Pillar Two legislation cannot yet be determined, future changes may have adverse effects on us, including increased administrative and compliance costs.

We cannot predict with any certainty the substance or effect of any new or additional regulations in the U.S.

or in other areas around the world.

or other countries where our customers operate enact stricter restrictions on offshore operations, and this results in decreased demand for or profitability of our services, our business, financial position, results of operations and cash flows could be materially adversely affected.

Our business would be adversely affected if we failed to comply with the Jones Act foreign ownership provisions or if these provisions were modified or repealed .

We are subject to the Jones Act and other federal laws that restrict maritime cargo transportation between points in the U.S.

As a result of the Alliance acquisition, we acquired 21 vessels registered under the U.S.

flag which operate in the U.S.

Gulf of Mexico coastwise trade.

We own vessels registered under the U.S.

flag whose operations in the U.S.

Gulf Coast may constitute coastwise trade.

In order to operate vessels in the Jones Act trade and to be qualified to document vessels for coastwise trade, we must maintain U.S.

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government imposed burdens.

Enhanced regulations for deepwater offshore drilling may reduce the need for our services.

Exploration and development activities and the production and sale of oil and natural gas are subject to extensive federal, state, local and international regulations.

To conduct deepwater drilling in the Gulf of Mexico, an operator is required to comply with various regulations and safety standards.

Before drilling may commence, BSEE conducts inspections of deepwater drilling operations for compliance with its regulations.

Operators also are required to comply with Safety and Environmental Management System (“SEMS”) regulations within the deadlines specified by the regulations and confirm that their contractors have SEMS-compliant safety and environmental policies and procedures in place.

Additionally, each operator must demonstrate that it has containment resources that are available promptly in the event of a loss of well control.

It is expected that government authorities, including BOEM and BSEE, will continue to issue further regulations regarding deepwater offshore drilling.

Our business, a significant portion of which is in the Gulf of Mexico, provides development services to newly drilled wells.

If the issuance of drilling or other permits is significantly delayed, or if other oil and gas operations are delayed or reduced due to increased costs of regulatory compliance, demand for our services may also decline.

Moreover, if our assets are not redeployed such that we can provide our services at profitable rates, our business, financial condition, results of operations and cash flows would be materially adversely affected.

Additionally, governmental orders establishing moratoriums on new oil and gas leasing of public lands and offshore waters may pose additional challenges for the industries we serve and may directly impede our operations or ability to service our customers’ needs.

Such regulations could also result in offshore drilling rigs being diverted to well intervention work, which may create more competition for the services we offer.

Such regulations may also affect oil and natural gas prices, which could impact the demand for our services.

Such impediments, competition or reduction in activity could have a material adverse effect on our operations, competitive position, results of operations and cash flows.

We cannot predict with any certainty the substance or effect of any new or additional regulations in the U.S.

or in other areas around the world.

or other countries where our customers operate enact stricter restrictions on offshore drilling or further regulate offshore drilling, and this results in decreased demand for or profitability of our services, our business, financial position, results of operations and cash flows could be materially adversely affected.

Failure to comply with anti-bribery laws could have a material adverse impact on our business.

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Failure to comply with anti-bribery laws could subject us to civil and criminal penalties, and such failure, and in some instances even the mere allegation of such a failure, could create termination or other rights in connection with our existing contracts, negatively impact our ability to obtain future work, or lead to other sanctions, all of which could have a material adverse effect on our business, financial position, results of operations and cash flows, and cause reputational damage.

We could also face fines, sanctions and other penalties from authorities, including prohibition of our participating in or curtailment of business operations in certain jurisdictions and the seizure of vessels or other assets.

We could also face fines, sanctions and other penalties from

authorities, including prohibition of our participating in or curtailment of business operations in certain jurisdictions and the seizure of vessels or other assets.

Further, we may have competitors who are not subject to the same laws, which may provide them with a competitive advantage over us in securing business or gaining other preferential treatment.

GENERAL RISKS

We may execute a strategic transaction that may not achieve intended results, could increase our debt or the number of our shares outstanding, or result in a change of control.

We have executed acquisitions and divestitures in the past, and in the future we may evaluate and potentially enter into additional strategic transactions.

Any such transaction could be material to our business, could occur at any time and could take any number of forms, including, for example, an acquisition, merger, joint venture, strategic alliance, equity investment, divestiture or an asset sale.

The success of any transaction may depend on, in part, our ability to integrate an acquired business and realize the financial growth or synergies expected from the transaction.

Any such transaction may not be successful, may not be accretive to shareholders or may not achieve expected benefits within an expected timeframe.

Acquired businesses may also have unanticipated liabilities, contingencies or negative tax consequences.

In addition, acquisitions are accompanied by the risk that the obligations of an acquired business may not be adequately reflected in the historical financial statements of that company and the risk that those historical financial statements may be based on assumptions which are incorrect or inconsistent with our assumptions or approach to accounting policies.

Any of these material obligations, unanticipated liabilities or incorrect or inconsistent assumptions could have a material adverse effect on our growth strategy, business, financial condition, prospects and results of operations.

Furthermore, evaluating potential transactions and integrating completed transactions could be time-consuming, involve significant transaction related expenses, create unexpected costs, involve difficulties assimilating the operations and personnel of an acquired business, make evaluating our business and future financial prospects difficult and may divert the attention of our management from other operating matters.

Any such transaction may require additional financing that could result in an increase in the number of our outstanding shares or the aggregate amount of our debt, and the number of shares of our common stock or the aggregate principal amount of our debt that we may issue may be significant.

Certain transactions may not be permitted under our existing asset-based credit facility or other debt instruments, requiring either waivers, amendments, or terminating such facility.

Furthermore, a strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business.

The loss of the services of one or more of our key employees, or our failure to attract and retain other highly qualified personnel and other skilled workers in the future, could disrupt our operations and adversely affect our financial results.

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As a result, our ability to remain productive and profitable will depend upon our ability to employ and retain skilled, qualified and experienced workers, and we may have competition for personnel with the requisite skill set.

A global health pandemic could disrupt our operations and adversely impact our business and financial results.

A global health emergency similar to the COVID-19 pandemic could lead to worldwide shutdowns and halting of commercial and interpersonal activity, resulting in a precipitous decline in oil prices and reduced operating and capital spending by oil and gas producers that may persist for an extended period of time, undermining the confidence in overall industry viability.

Our onshore and offshore operations could be disrupted, and any protocols implemented may not prove fully successful.

We may experience reduced productivity as our onshore personnel work remotely, and any spread to our key management personnel may disrupt our business.

Any outbreak on our vessels may impede the vessel’s ability to generate revenue and or increase the costs to operate the vessel.

We may also experience challenges in connection with our offshore crew changes due to health and travel restrictions, or a decline in the available offshore workforce, whether due to the pandemic, considerations related to our protocols, attrition from our industry, or a combination of the foregoing.

Cybersecurity breaches or business system disruptions may adversely affect our business.

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Any failure by us to comply with these laws and regulations, including as a result of a security or privacy breach, or otherwise, could expose us to litigation and enforcement, and result in significant penalties, fines, and other liabilities.

We may execute a strategic transaction that may not achieve intended results, could increase our debt or the number of our shares outstanding, or result in a change of control.

We have executed acquisitions and divestitures in the past, and in the future we may evaluate and potentially enter into additional strategic transactions.

The success of any transaction may depend on, in part, our ability to integrate an acquired business and realize the financial growth or synergies expected from the transaction.

Any such transaction may not be successful, may not be accretive to shareholders or may not achieve expected benefits within an expected timeframe.

Acquired businesses may also have unanticipated liabilities, contingencies or negative tax consequences.

Certain transactions may not be permitted under our existing asset-based credit facility or other debt instruments, requiring either waivers, amendments, or terminating such facility.

Furthermore, a strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business.

Our ability to repurchase shares through any share repurchase program is subject to certain considerations, including availability of Free Cash Flow, and any repurchases could affect the price of our common stock and increase volatility, which may result in a decrease in the trading price of our common stock.

Certain provisions of our corporate documents, financial arrangements and Minnesota law may discourage a third party from making a takeover proposal.

We are authorized to establish, without any action by our shareholders, the rights and preferences on up to 5,000,000 shares of preferred stock, including dividend, liquidation and voting rights.

In addition, our by-laws divide our Board into three classes.

We are also subject to certain anti-takeover provisions of the Minnesota Business Corporation Act.

We have employment and other long-term incentive arrangements with all of our executive officers that could require cash and/or equity payments and covenants in our asset-based credit agreement (the “Amended ABL Facility”) that could put us in breach, in the event of a “change of control.” Any or all of these provisions or factors may discourage a takeover proposal or tender offer not approved by management and our Board and could result in shareholders who may wish to participate in such a proposal or tender offer receiving less in return for their shares than otherwise might be available in the event of a takeover attempt.

Our Board has in the past authorized and may from time to time in the future authorize share repurchase programs.

On February 20, 2023, we announced that our Board approved a new share repurchase program (the “2023 Repurchase Program”) under which we are authorized to repurchase up to $200 million issued and outstanding shares of our common stock.

The timing and amount of such repurchases depend upon several factors.

Our ability to successfully effect a share repurchase program requires us to generate consistent Free Cash Flow and have available capital in the years ahead in amounts sufficient to enable us to also continue to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements.

Our cash flow typically fluctuates seasonally and the amount of Free Cash Flow returned in any quarter during the year may vary.

We may not have available Free Cash Flow to repurchase shares if we use our available cash to satisfy other priorities such as strategic opportunities and acquisitions, or if our Board determines to change or discontinue the repurchase program.

There is no guarantee that we would carry out repurchases in the same manner as they may have been announced.

Furthermore, a share repurchase program could diminish our cash reserves, which may impact our ability to finance future growth or engage in alternative activities that could generate greater shareholder value.

In addition, repurchases of our common stock pursuant to a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock.

Although share repurchase programs are intended to enhance long-term shareholder value, there is no assurance that it will do so.

Any failure to repurchase our common stock after we have announced our intention to do so may negatively impact our stock price and short-term stock price fluctuations could reduce the program’s effectiveness.

Certain provisions of our corporate documents, financial arrangements and Minnesota law may discourage a third party from making a takeover proposal.

We are authorized to establish, without any action by our shareholders, the rights and preferences on up to 5,000,000 shares of preferred stock, including dividend, liquidation and voting rights.

In addition, our by-laws divide our Board into three classes.

We are also subject to certain anti-takeover provisions of the Minnesota Business Corporation Act.

We have employment and other long-term incentive arrangements with all of our executive officers that could require cash and/or equity payments and covenants in our asset-based credit agreement (the “ABL Facility”) that could put us in breach, in the event of a “change of control.” Any or all of these provisions or factors may discourage a takeover proposal or tender offer not approved by management and our Board and could result in shareholders who may wish to participate in such a proposal or tender offer receiving less in return for their shares than otherwise might be available in the event of a takeover attempt.

A global health pandemic could disrupt our operations and adversely impact our business and financial results.

Our onshore and offshore operations could be disrupted, and any protocols implemented may not prove fully successful.

We may experience reduced productivity as our onshore personnel work remotely, and any spread to our key management personnel may disrupt our business.

Any outbreak on our vessels may impede the vessel’s ability to generate revenue and/or increase the costs to operate the vessel.

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-K

Item 1A. Risk Factors