What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-27 compared with 2024-02-29 · 289 added, 312 removed, 785 unchanged (43% of the section changed)

72 unchanged sentences

Cash and cash equivalents

Restricted cash

Accounts receivable, net of allowance for credit losses of $ 3,682 and $ 3,407 , respectively

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Income (loss) from operations

Equity in earnings (losses) of investment

Equity in earnings of investment

Net interest expense

Loss on extinguishment of long-term debt

Losses related to convertible senior notes

Other expense, net

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Income (loss) before income taxes

Income tax provision (benefit)

Net loss attributable to redeemable noncontrolling interests

Net loss attributable to common shareholders

Loss per share of common stock:

Income tax provision

Net income (loss)

Earnings (loss) per share of common stock:

Weighted average common shares outstanding:

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

HELIX ENERGY SOLUTIONS GROUP, INC.

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Year Ended December 31,

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)

Less comprehensive loss attributable to redeemable noncontrolling interests:

Foreign currency translation gain

Comprehensive loss attributable to redeemable noncontrolling interests

Comprehensive income (loss) attributable to common shareholders

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

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Shareholders’

Noncontrolling

Balance, December 31, 2021

Cumulative-effect adjustments upon adoption of ASU No.

Foreign currency translation adjustments

Accretion of redeemable noncontrolling interests

Acquisition of redeemable noncontrolling interests

Activity in company stock plans, net and other

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Foreign currency translation adjustments

Repurchase of convertible senior notes

Termination of capped calls

Repurchases of common stock

Activity in company stock plans, net and other

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Foreign currency translation adjustments

Repurchase of convertible senior notes

Settlement of convertible debt conversion

Termination of capped calls

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Cash flows from operating activities:

Adjustments to reconcile net loss 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

Payment of earnout consideration

Change in fair value of contingent consideration

Amortization of debt discount

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Deferred income taxes

Equity in (earnings) losses of investment

Equity in earnings of investment

(Gain) loss on disposition of assets, net

Loss on extinguishment of long-term debt

Losses related to convertible senior notes

Unrealized foreign currency loss

Change in fair value of contingent consideration

Changes in operating assets and liabilities:

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Other current assets

Income tax payable, net of income tax receivable

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

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Payments related to convertible senior notes

Repayment of Term Loan

Repayment of Nordea Q5000 Loan

Repayment of MARAD Debt

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Debt issuance costs

Acquisition of redeemable noncontrolling interests

Repurchases of common stock

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Proceeds from issuance of ESPP shares

Payment of earnout consideration

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents and restricted cash

Net increase (decrease) in cash and cash equivalents and restricted cash

Cash and cash equivalents and restricted cash:

Effect of exchange rate changes on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents:

Balance, beginning of year

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and its subsidiaries (“Helix” or the “Company”).

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full-field decommissioning operations.

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 by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments.

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

We provide a range of services to the oil and gas and renewable energy markets primarily in the U.S.

Gulf Coast (deepwater and shelf), U.S.

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

We expanded our service capabilities to the Gulf of Mexico shelf with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022, which we re-branded as Helix Alliance.

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

Our North Sea operations and our U.S.

Gulf Coast 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 Operations

Our services are segregated into four reportable business segments:

Well Intervention, Robotics, Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business, and Production Facilities.

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 monohull vessels, the Siem Helix 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.

Our Robotics segment provides trenching, seabed clearance, offshore construction and inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting with the delivery of renewable energy and supporting the responsible transition away from a carbon-based economy.

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 away from a carbon-based economy.

Additionally, our robotics services are used in and complement our well intervention services.

Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed.

We offer our ROVs, trenchers and the IROV boulder grab on a stand-alone basis or on an integrated basis with chartered robotics support vessels.

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries predominantly in the Gulf of Mexico shelf, including offshore oilfield decommissioning and ‎reclamation, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services.

Our Shallow Water Abandonment segment includes a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, plug and abandonment (“P&A”) systems and coiled tubing (“CT”) systems.

Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), the Helix Fast Response System (the “HFRS”), and our ownership of mature oil and gas properties.

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

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 U.S.

Gulf Coast shelf, including offshore oilfield decommissioning and ‎reclamation, dry tree well plug and abandonment (“P&A”) services, subsea infrastructure flushing and abandonments (or removals), platform decommissioning and structure removals, subsea site clearance, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services.

In addition to its end-of-life decommissioning services, our Shallow Water Abandonment segment offers services to support the full life cycle of offshore upstream and midstream industries, including oil and gas production through well intervention, coiled tubing (“CT”) and pumping, installations and construction, and IRM.

Our Shallow Water Abandonment segment includes Helix Alliance that was acquired in July 2022 (Note 3), 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 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 U.S.

Note 2 — Summary of Significant Accounting Policies

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Our consolidated financial statements include the accounts of our majority-owned subsidiaries.

The equity method is used to account for investments in affiliates in which we do not have majority ownership but have the ability to exert significant influence.

All material intercompany accounts and transactions have been eliminated.

Basis of Presentation

Our consolidated financial statements have been prepared in conformity with U.S.

generally accepted accounting principles (“GAAP”) in U.S.

Our consolidated financial statements have been prepared in U.S.

dollars in conformity with accounting principles generally accepted in the U.S.

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.

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They are carried at cost plus accrued interest, which approximates fair value.

Restricted Cash

We classify cash as restricted when there are legal or contractual restrictions for its withdrawal.

Our restricted cash as of December 31, 2022 consisted of $ 2.5 million pledged toward our asset-based credit agreement (the “ABL Facility”).

Cash includes amounts pledged toward our asset-based credit agreement (Note 7) unless our ability to withdraw those amounts is restricted.

Accounts Receivable and Allowance for Credit Losses

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The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, is finalized as soon as practicable, but no later than one year from the closing of the acquisition.

Contingent consideration payable in cash is initially measured at fair value and included as part of the purchase price and subsequently measured at fair value at the end of each reporting period with changes in value reported in “Change in fair value of contingent consideration” in the consolidated statements of operations until the liability is no longer contingent (Note 19).

Acquisition and integration costs consist of legal and professional fees as well as costs incurred to integrate the acquiree’s operations and systems and to align its financial processes and procedures with those of Helix.

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Our remaining investment in Independence Hub is insignificant.

Leases with a term greater than one year are recognized in the consolidated balance sheet as right-of-use (“ROU”) assets and lease liabilities.

Leases with a term greater than one year are recognized in the consolidated balance sheet as lease liabilities and right-of-use (“ROU”) assets.

We have not recognized in the consolidated balance sheet leases with an initial term of one year or less.

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Recertification costs for a vessel are typically incurred while the vessel is in regulatory docking.

We defer and amortize recertification costs, including vessel dry dock costs, over the period that the certification applies, which generally ranges from 24 to 60 months if the appropriate permitting is obtained.

We defer and amortize recertification costs, including vessel dry dock costs, over the period that the certification applies, which generally ranges from 24 to 60 months .

A recertification process, including vessel dry dock, typically lasts between one to three months for our vessels, a period during which a vessel or system is idle and generally not available to earn revenue.

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Routine repairs and maintenance costs are expensed as incurred.

During the years ended December 31, 2023, 2022 and 2021, amortization expense related to deferred recertification and dry dock costs was $ 25.7 million, $ 14.0 million and $ 14.6 million, respectively.

Revenue Recognition

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by providing marine access to offshore facilities with liftboats, OSVs and the crew boat in order to perform decommissioning, intervention, diving and other work scopes;

and by providing diving and platform decommissioning services with DSVs and personnel and with the heavy lift barge.

Our revenues are primarily derived from short-term and long-term service contracts with customers.

and by providing diving and platform decommissioning services with the heavy lift barge, DSVs and personnel.

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.

Our revenues are primarily derived from short-term and long-term service contracts with customers.

Contracts are classified as long-term if all or part of the contract is to be performed over a period extending beyond 12 months from the effective date of the contract.

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We generally account for our services under contracts with customers as a single performance obligation satisfied over time.

The single performance obligation in our dayrate contracts is comprised of a series of distinct time increments in which we provide services.

The single performance obligation in our dayrate contracts is comprised of a series of distinct time increments during which we provide our services.

We do not account for activities that are immaterial or not distinct within the context of our contracts as separate performance obligations.

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We generally consider integrated offerings to be a single performance obligation due to the interdependencies of the offerings.

The total transaction price for a contract is determined by estimating both fixed and variable consideration expected to be earned over the term of the contract and excludes certain amounts that have been disputed by our customers.

We generally do not provide significant financing to our customers and do not adjust contract consideration for the time value of money if extended payment terms are granted for less than one year.

The total transaction price for a contract is determined by estimating both fixed and unconstrained variable consideration expected to be earned over the term of the contract and excludes certain amounts that have been disputed by our customers.

We generally do not provide significant financing or extended payment terms to our customers and do not adjust contract consideration for the time value of money.

Estimated variable consideration, if any, is considered to be constrained and therefore is not included in the transaction price until it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

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Income from royalty interests is recognized according to our share of monthly oil and gas production volumes and is included in “Royalty income and other” in the consolidated statements of operations.

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) amounts billed to or 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.

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 income taxes are based on the differences between financial reporting and tax bases of assets and liabilities.

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

For equity PSU awards that are subsequently modified, if, at the modification date, it is probable that the original award would have vested, the cumulative compensation cost to be recognized would equal the grant date fair value of the original equity awards plus the incremental fair value of the modified liability awards.

Restricted stock unit (“RSU”) awards accounted for as liability awards are measured at their estimated fair value based on the closing share price of our common stock as of each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed.

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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 earnings per share (“EPS”) is computed by dividing net income allocated to common shareholders or net loss by the weighted average shares of our common stock outstanding.

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 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 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).

Major Customers and Concentration of Risk

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The percentages of consolidated revenue from major customers (those representing 10% or more of our consolidated revenues) were as follows:

2024 — Shell ( 12 %) and Talos ( 12 %);

2023 — Apache ( 11 %) and Shell ( 10 %);

2022 — Shell ( 15 %);

and 2021 — Petrobras ( 23 %) and Shell ( 17 %).

Most of the concentration of revenues are in our Well Intervention segment and, for 2023, our Shallow Water Abandonment segment.

and 2022 — Shell ( 15 %).

The revenue concentrations are reported in our Well Intervention, Production Facilities and Shallow Water Abandonment segments.

As of December 31, 2024, 19 % of our labor force was covered by collective bargaining agreements or similar arrangements and 13 % of our labor force was covered by those agreements that will expire within one year.

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New accounting standards adopted

In August 2020, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2020-06, “Accounting for Convertible Instruments and Contracts in an Entity's Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity.

Among other changes, this ASU removes from GAAP the requirement to separate certain convertible instruments, such as our Convertible Senior Notes due 2022 (the “2022 Notes”), Convertible Senior Notes due 2023 (the “2023 Notes”) and Convertible Senior Notes due 2026 (the “2026 Notes”) (Note 7), into liability and equity components.

Consequently, those convertible instruments will be accounted for in their entirety as liabilities measured at their amortized cost.

We elected to early adopt ASU No.

2020-06 on a modified retrospective basis beginning January 1, 2021.

The adoption of this ASU increased our long-term debt and decreased the reported value of our common stock by $ 44.1 million and $ 41.5 million, respectively, as we reclassified the conversion features associated with our various outstanding convertible senior notes from equity to long-term debt.

The adoption of this ASU also increased our retained earnings and decreased deferred tax liabilities by $ 6.7 million and $ 9.3 million, respectively.

New accounting standards issued but not yet effective

In November 2023, the FASB issued ASU No.

2023-07, “Improvements to Reportable Segment Disclosures,” which requires all public entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss as well as an amount for other segment items by reportable segment and a description of its composition.

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07, “Improvements to Reportable Segment Disclosures,” which requires entities to disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (the “CODM”) and included within each reported measure of segment profit or loss as well as an amount for other segment items by reportable segment and a description of its composition.

2023-07 requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods as well.

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 this Annual Report for the year ended December 31, 2024.

The adoption of this ASU had no impact on our earnings or financial condition and did not have a material impact on our consolidated financial statements other than increased segment disclosures which are reflected in Note 14.

New accounting standards issued but not yet effective

In December 2023, the FASB issued ASU No.

2023-09, “Improvements to Income Tax Disclosures,” which requires public business entities on an annual basis to disclose specific categories in a tabular rate reconciliation using both percentages and reporting currency amounts and to provide additional information for reconciling items that meet certain quantitative threshold.

This ASU also requires that all entities disclose on an annual basis the disaggregation of income taxes paid (net of refunds received) by federal, state and foreign and by jurisdictions, of income (or loss) from continuing operations before income tax expense (or benefit) between domestic and foreign, and of income tax expense (or benefit) from continuing operations by federal, state and foreign.

2023-09, “Improvements to Income Tax Disclosures,” which requires entities to disclose, on an annual basis, specific categories in a tabular rate reconciliation using both percentages and reporting currency amounts and to provide additional information for reconciling items that meet a quantitative threshold.

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.

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

2023-09 will be effective for us beginning January 1, 2025.

2023-09 will be effective for us for annual 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.

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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Alliance Acquisition

On July 1, 2022, we completed our acquisition of Alliance.

The Alliance acquisition extended our energy transition strategy by adding shallow water capabilities into the growing offshore decommissioning market.

The aggregate purchase price of the Alliance acquisition was $ 145.7 million, consisting of $ 119.0 million of cash on hand and the acquisition-date estimated fair value of $ 26.7 million related to the post-closing earn-out consideration.

The earn-out was calculated based on certain financial metrics of the Helix Alliance business for 2022 and 2023 relative to amounts as set forth in the Equity Purchase Agreement dated May 16, 2022.

During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earn-out expected to be paid in cash in April 2024.

As of December 31, 2023, the Alliance earn-out consideration is reported at $ 85.0 million in “Accrued liabilities” in the accompanying consolidated balance sheet (Note 4).

The following table summarizes the purchase consideration and the preliminary purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of July 1, 2022 (in thousands):

Cash consideration

Contingent consideration

Total fair value of consideration transferred

Assets acquired:

Cash and cash equivalents

Accounts receivable

Other current assets

Property and equipment

Operating lease right-of-use assets

Intangible assets

Total assets acquired

Liabilities assumed:

Accounts payable

Accrued liabilities

Operating lease liabilities

Deferred tax liabilities

Total liabilities assumed

Net assets acquired

We expanded our service capabilities to the U.S.

Gulf Coast shelf market with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022, which we re-branded as Helix Alliance.

During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earnout, which was reported at $ 85.0 million in “Accrued liabilities” in the accompanying consolidated balance sheet as of December 31, 2023 and paid in cash on April 3, 2024 (Note 4).

The pro forma summary table below presents the results of operations as if the Alliance acquisition had occurred on January 1, 2022 (in thousands).

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The pro forma summary is provided for illustrative purposes only and does not purport to represent Helix’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Helix’s future consolidated results of operations.

Year Ended December 31,

STL Acquisition

In May 2019, we acquired a 70 % controlling interest in Subsea Technologies Group Ltd.

(“STL”), a subsea engineering firm based in Aberdeen, Scotland.

In June 2021, we acquired the remaining 30 % interest in STL, which had been recognized as temporary equity.

STL is included in our Well Intervention segment and its revenue and earnings are immaterial to our consolidated results.

Note 4 — Details of Certain Accounts

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

Income tax receivable

Contract assets (Note 11)

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(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):

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Deferred revenue (Note 11)

Earn-out consideration (Note 3)

Earnout consideration (Note 3)

Total accrued liabilities

(1) During the third quarter 2023, we acquired five P&A systems and other assets for total consideration of $ 17.6 million including $ 6.0 million in cash in addition to credits towards future services offered by us.

Amount as of December 31, 2023 included $ 9.0 million of those credits .

Amount as of December 31, 2023 included $ 9.0 million of those credits, which were increased by $ 2.4 million with a charge to “Other expense, net” during 2024 and were fully utilized as of December 31, 2024.

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

Deferred revenue (Note 11)

Asset retirement obligations (Note 15)

Contingent consideration (Note 19)

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 (see above).

(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 December 31, 2024 (see above).

Note 5 — Property and Equipment

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We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2034.

Our operating lease additions during the year ended December 31, 2023 are primarily related to the vessel charters for the Glomar Wave and the Horizon Enabler (Note 16).

Our operating lease additions during the year ended December 31, 2022 are primarily related to the charter extensions for the Siem Helix 1 , the Siem Helix 2 , the Grand Canyon II , the Grand Canyon III and the Shelia Bordelon .

We also sublease some of our facilities under non-cancelable sublease agreements.

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Cash paid for operating lease liabilities

Right-of-use assets obtained in exchange for new operating lease obligations

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

(1) Our operating lease additions are primarily related to the charter extensions for the Siem Helix 1 , Siem Helix 2 , Grand Canyon II and Shelia Bordelon vessels during the year ended December 31, 2024 (Note 16), the vessel charters for the Glomar Wave and North Sea Enabler vessels during the year ended December 31, 2023, and the charter extensions for the Siem Helix 1 , Siem Helix 2 , Grand Canyon II , Grand Canyon III and Shelia Bordelon vessels during the year ended December 31, 2022.

Note 7 — Long-Term Debt

Long-term debt consists of the following (in thousands):

2023 Notes (matured September 2023)

2026 Notes (mature February 2026)

2026 Notes (fully redeemed March 2024)

MARAD Debt (matures February 2027)

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Long-term debt

(1) Current maturities as of December 31, 2023 included the carrying amount of the 2026 Notes that are subject to conversion and/or redemption in 2024 (see Note 19 for their fair value).

Current maturities as of December 31, 2022 included the carrying amount of the 2023 Notes that matured in September 2023.

(1) Current maturities as of December 31, 2023 included the carrying amount of the 2026 Notes that were subject to conversion and/or redemption in 2024 (see Note 19 for their fair value).

Current maturities as of December 31, 2024 and 2023 both included the current portion of the MARAD Debt.

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(“Bank of America”), Wells Fargo Bank, N.A.

and Zions Bancorporation and subsequently we entered into amendments to the credit agreement on July 1, 2022, June 23,2023 and November 15, 2023 (collectively, the “Amended ABL Facility”).

The Amended ABL Facility provides for a $ 120 million asset-based revolving credit facility, which matures on September 30, 2026 , with a springing maturity 91 days prior to the maturity of any outstanding indebtedness with a principal amount in excess of $ 50 million.

and Zions Bancorporation and subsequently we entered into various amendments (collectively, the “Amended ABL Facility”).

The most recent amendment on August 4, 2024 extended the maturity of the Amended ABL Facility and increased the letter of credit basket size.

The Amended ABL Facility provides a $ 120 million asset-based revolving credit facility, which 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 also permits us to request an increase of the facility by up to $ 30 million, subject to certain conditions.

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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 December 31, 2023, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity under that facility, based on the borrowing base, totaled $ 99.3 million, net of $ 6.9 million of letters of credit issued under that facility.

As of December 31, 2024, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity, based on the borrowing base, totaled $ 66.6 million, net of $ 30.0 million of letters of credit issued.

We and certain of our U.S.

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borrowers and guarantors.

borrowings under the Amended ABL Facility bear interest at the Term SOFR (also known as CME Term SOFR as administered by CME Group, Inc.) rate plus a margin of 1.50 % to 2.00 % or at a base rate plus a margin of 0.50 % to 1.00 %.

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 %.

borrowings under the Amended ABL Facility denominated in U.S.

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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.

The Amended ABL Facility also requires us to maintain a pro forma minimum excess availability of $ 30 million for the 91 days prior to the maturity of each of our outstanding senior notes and for any portion of the Alliance earn-out payment to be made in cash.

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.

The 2026 Notes bear interest at a coupon interest rate of 6.75 % per annum payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2021.

The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us (see below).

The 2026 Notes are convertible by their holders at any time beginning November 17, 2025 at an initial conversion rate of 143.3795 shares of our common stock per $1,000 principal amount, which initially represented 28,675,900 shares at an initial conversion price of approximately $ 6.97 per share of common stock.

Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof.

In order to reduce the potential dilution of the 2026 Notes to shareholders’ equity, we entered into capped call transactions (the “2026 Capped Calls”) in August 2020 concurrent with the 2026 Notes offering (Note 9).

The 2026 Capped Calls effectively increase the conversion price of the 2026 Notes to approximately $ 8.42 per share.

However, the 2026 Capped Calls are separate transactions from the 2026 Notes and do not change the holders’ rights under the 2026 Notes, and holders of the 2026 Notes do not have any rights with respect to the 2026 Capped Calls.

The effective interest rate for the 2026 Notes is 7.6 %.

For the years ended December 31, 2023, 2022 and 2021, total interest expense related to the 2026 Notes was $ 14.6 million, $ 14.8 million and $ 14.7 million, respectively, with coupon interest expense of $ 13.3 million, $ 13.5 million and $ 13.5 million, respectively, and the amortization of debt issuance costs of $ 1.3 million, $ 1.3 million and $ 1.2 million, respectively.

Prior to November 17, 2025, holders of the 2026 Notes may convert their notes if the closing price of our common stock exceeds 130 % of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of the 2026 Notes is equal to or less than 97 % of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition).

The 2026 Notes have been convertible since October 1, 2023 and will continue to be convertible through March 31, 2024 as a result of the share price condition being met.

Holders of the 2026 Notes may also convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 64.5207 shares of our common stock per $1,000 principal amount.

Prior to August 15, 2023, the 2026 Notes were not redeemable.

Beginning August 15, 2023, we may, at our option, redeem all or any portion of the 2026 Notes if the price of our common stock has been at least 130 % of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding the date we provide a notice of redemption and the trading day immediately preceding such date (redemption price condition).

Any redemption would be payable in cash equal to 100 % of the principal amount plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments.

The 2026 Notes were redeemable as of December 31, 2023 based on the redemption price condition being met and on January 16, 2024 we issued a notice for the redemption of remaining 2026 Notes (see below).

Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption.

Holders of the 2026 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2026 Notes).

The indenture governing the 2026 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared immediately due and payable.

In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2026 Notes together with any accrued interest will become immediately due and payable.

In December 2023, we entered into privately negotiated agreements with certain holders of our 2026 Notes to repurchase $ 159.8 million aggregate principal amount of the 2026 Notes (the “2026 Notes Repurchases”) for 1.5 million shares of our common stock and aggregate cash payments of $ 229.7 million, plus accrued and unpaid cash interest of $ 3.8 million.

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

These charges are reflected in “Loss on extinguishment of long-term debt” in the accompanying consolidated statements of operations.

The conversion value paid in excess of the carrying amount of the 2026 Notes Repurchases is reflected in “Common stock” in the shareholders’ equity section of the accompanying consolidated balance sheet.

Concurrently with the 2026 Notes Repurchases, we entered into agreements with the 2026 Capped Calls counterparties to terminate a proportionate amount of the 2026 Capped Calls and received $ 15.6 million in cash proceeds for the termination (Note 9).

In January 2024, we issued a notice for the redemption of the remaining $ 40.0 million aggregate principal amount of the 2026 Notes to be settled March 20, 2024.

The redemption price, which consists of the principal amount and the make-whole premium, plus accrued and unpaid interest, is required to be settled in cash.

Holders can convert their 2026 Notes prior to the redemption date, and any conversion thereof will be settled in cash.

The ultimate settlement amount of the 2026 Notes will be dependent on various factors, including the number of notes converted and the volume weighted average trading price of our common stock during the measurement period preceding their settlement.

In December 2023, $ 0.2 million aggregate principal amount of the 2026 Notes was tendered for conversion, which is also expected to be cash settled in March 2024.

The carrying amount of the remaining 2026 Notes as of December 31, 2023 is reflected in “Current maturities of long-term debt” in the accompanying consolidated balance sheet (see Note 19 for their fair value).

In 2005, Helix’s subsidiary CDI-Title XI issued its U.S.

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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.

On December 1, 2023, we issued $ 300 million aggregate principal amount of Senior Notes due 2029 (the “2029 Notes”).

Senior Notes Due 2029 (“2029 Notes”)

On December 1, 2023, we issued $ 300 million aggregate principal amount of the 2029 Notes.

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 $ 229.7 million of cash proceeds from the offering (excluding accrued interest), together with 1.5 million shares of our common stock, to fund the repurchase of $ 159.8 million aggregate principal amount of the 2026 Notes in December 2023.

We intend to use the remainder of the net proceeds from this offering for redemption of the remaining 2026 Notes outstanding and for general corporate purposes, which may include repayment of other indebtedness.

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.

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 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 guarantee certain of our indebtedness, including the Amended ABL Facility.

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.

In accordance with the Amended ABL Facility, the 2026 Notes, the MARAD Debt and the 2029 Notes, we are required to comply with certain covenants, including minimum liquidity and a springing fixed charge coverage ratio (applicable under certain conditions that are currently not applicable) with respect to the Amended ABL Facility and the maintenance of net worth, working capital and debt-to-equity requirements with respect to the MARAD Debt.

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.

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 tendered for conversion is reflected in “Common stock” in the shareholders’ equity section of the accompanying consolidated balance sheets.

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”).

The redemption price consisted of the principal amount and the make-whole premium, plus accrued and unpaid interest.

Our redemption notice enabled holders of $ 39.7 million aggregate principal amount of the 2026 Notes to tender their notes for conversion prior to the redemption date, with the remaining $ 0.3 million aggregate principal amount of the notes redeemed.

We settled both the conversions and redemptions for an aggregate $ 60.2 million cash in March 2024 and recognized pre-tax losses of $ 20.9 million.

These losses are reflected in “Losses related to convertible senior notes” in the accompanying consolidated statement of operations.

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 and the 2026 Notes Redemptions, we terminated the 2026 Capped Calls with the counterparties, receiving $ 20.0 million in cash (Note 9).

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

For the years ended December 31, 2024, 2023 and 2022, total interest expense related to the 2026 Notes was $ 0.4 million, $ 14.6 million and $ 14.8 million, respectively, with coupon interest expense of $ 0.3 million, $ 13.3 million and $ 13.5 million, respectively, and the amortization of debt issuance costs of $ 0.1 million, $ 1.3 million and $ 1.3 million, respectively.

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 December 31, 2024, we were in compliance with these covenants.

The 2023 Notes matured on September 15, 2023.

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 consolidated balance sheet.

We recorded the conversion value in excess of such principal amount converted to “Common stock” in the accompanying 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 years ended December 31, 2023, 2022 and 2021, total interest expense related to the 2023 Notes was $ 1.0 million, $ 1.4 million and $ 1.4 million, respectively, primarily from coupon interest expense.

We fully paid the $ 35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity as of May 1, 2022.

The effective interest rate for the 2022 Notes was 4.8 %.

For the years ended December 31, 2023 and 2022, total interest expense related to the 2023 Notes was $ 1.0 million and $ 1.4 million, respectively, primarily from coupon interest expense.

We previously had a credit agreement (and the amendments made thereafter, collectively the “Credit Agreement”) with a group of lenders led by Bank of America.

The Credit Agreement was comprised of a term loan (the “Term Loan”) and a revolving credit facility (the “Revolving Credit Facility”) with a maximum availability of $ 175 million and had a maturity date of December 31, 2021 .

Concurrent with our entering into the ABL Facility on September 30, 2021, the Credit Agreement was terminated, the $ 28 million remaining balance of the Term Loan was repaid in full and the letters of credit issued under the Revolving Credit Facility were transferred to the ABL Facility.

We had no borrowings under the Revolving Credit Facility.

We previously had a credit agreement with a syndicated bank lending group for a term loan (the “Nordea Q5000 Loan”) to finance the construction of the Q5000 .

The loan was secured by the Q5000 and its charter earnings.

In January 2021, we repaid the remaining principal amount of $ 53.6 million.

We paid the $ 35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash at maturity on May 1, 2022.

The effective interest rate for the 2022 Notes was 4.8 %.

For the year ended December 31, 2022, total interest expense related to the 2022 Notes was $ 0.6 million, primarily from coupon interest expense.

Scheduled maturities of our long-term debt outstanding as of December 31, 2024 are as follows (in thousands):

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Four to five years

Over five years

Unamortized debt discount (1)

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(1) Debt discount and debt issuance costs are amortized to interest expense over the term of the applicable debt agreement.

(2) Current maturities of the 2026 Notes reflect the carrying amount of the remaining 2026 Notes that are subject to conversion and/or redemption in 2024 (see Note 19 for their fair value).

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

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Total deferred

Total income tax provision (benefit)

Total income tax provision

Components of income (loss) before income taxes are as follows (in thousands):

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Non-deductible expenses

Extinguishment of long-term debt (1)

Income tax provision (benefit)

(1) Primarily relates to the non-deductibility for U.S.

federal income tax purposes of certain charges associated with the 2026 Notes Repurchases (Note 7).

Losses related to convertible senior notes (1)

Income tax provision

(1) Relates to the non-deductibility for U.S.

federal income tax purposes of certain charges associated with the 2026 Notes Repurchases and the 2026 Notes Redemptions (Note 7).

After applying the existing Pillar Two laws, we have no incremental Pillar Two taxes.

Our income is subject to current taxation in the U.S.

( 21 % statutory rate) and the U.K.

( 25 % statutory rate), or subject to taxation in jurisdictions with statutory rates greater than the Pillar Two threshold of 15 %.

We will continue to monitor our income, attributes, and taxes by jurisdiction as well as the impact of new and proposed Pillar Two legislation.

For the year ended December 31, 2024, the valuation allowance decreased by $ 5.7 million, which included a $ 3.2 million decrease related to a valuation allowance release in Brazil, a $ 5.2 million increase in assessment on the realizability of U.S.

group foreign tax credit carryforward, and a $ 7.7 million decrease in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns.

For the year ended December 31, 2023, the valuation allowance increased by $ 59.0 million, which included a $ 51.4 million increase for a change in assessment of our Luxembourg net operating losses, and a $ 7.6 million increase in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns.

Due to changes in the Luxembourg taxation of our Brazilian operations during the year, the assessment on the realizability of our Luxembourg net operating losses changed from remote to not more likely than not.

Therefore, a deferred tax asset and corresponding valuation allowance have been recorded accordingly.

For the year ended December 31, 2022, the $ 8.1 million increase in valuation allowance was predominantly driven by current year activity and the related change in unrealizable net deferred tax assets.

During the year ended December 31, 2021, we released a non-U.S.

valuation allowance of $ 5.0 million for deferred tax assets as it is more likely than not that they will be fully utilized.

Deferred income taxes result from the effect of transactions that are recognized in different periods for financial and tax reporting purposes.

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Deferred tax liabilities:

Operating leases

Prepaid and other

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Net operating losses

Operating leases

Asset retirement obligations

Reserves, accrued liabilities and other

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Net deferred tax liabilities

(1) Amounts revised for an immaterial correction in the presentation of certain deferred taxes.

There is no impact to the net deferred tax liabilities or consolidated financial statements.

At December 31, 2024, our U.S.

tax attributes included $ 35.6 million of net operating losses, which do not expire, and $ 3.0 million in tax credits, which are subject to a full valuation allowance.

At December 31, 2023, our non-U.S.

net operating losses totaled $ 280.6 million, which included $ 217.5 million net operating losses in Luxembourg, and $ 63.1 million net operating losses in U.K.

tax attributes included $ 8.1 million in tax credits, which are subject to a full valuation allowance.

net operating losses totaled $ 283.7 million, which included $ 228.7 million net operating losses in Luxembourg, and $ 55.0 million net operating losses in the U.K.

and Brazil, which do not expire under local tax law.

At December 31, 2023, we had accumulated undistributed earnings generated by our non-U.S.

subsidiaries of approximately $ 79.1 million.

With the enactment of the U.S.

Tax Cuts and Jobs Act in 2017, repatriations of foreign earnings are generally free of U.S.

federal income taxation.

For the year ended December 31, 2023, we released our remaining reserve for uncertain tax positions of $ 0.1 million, which related to a research and development credit taken on our 2019 U.S.

Federal Income Tax Return.

We file tax returns in the U.S.

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In connection with the 2026 Notes offering (Note 7), we entered into the 2026 Capped Calls with three separate option counterparties.

The 2026 Capped Calls were initially for an aggregate of 28,675,900 shares of our common stock, which corresponded to the shares into which the 2026 Notes were initially convertible.

The capped call shares are subject to certain anti-dilution adjustments.

Each capped call option has an initial strike price of approximately $ 6.97 per share, which corresponds to the initial conversion price of the 2026 Notes, and an initial cap price of approximately $ 8.42 per share.

The 2026 Capped Calls are intended to offset some or all of the potential dilution to Helix common shares or increases to the economic cost caused by any conversion of the 2026 Notes up to the cap price.

The 2026 Capped Calls can be settled in either net shares or cash at our option in components commencing December 15, 2025 and ending February 12, 2026, which could be extended under certain circumstances.

The 2026 Capped Calls strike and cap prices are subject to adjustment and the 2026 Capped Calls are subject to termination upon the occurrence of specified extraordinary events affecting Helix, including a merger, tender offer, nationalization, insolvency or delisting.

In addition, certain events may result in a termination of the 2026 Capped Calls, including changes in law, insolvency filings and hedging disruptions.

The 2026 Capped Calls were initially recorded at their aggregate cost of $ 10.6 million as a reduction to “Common stock” in the shareholders’ equity section of our consolidated balance sheets.

Concurrently with the 2026 Notes Repurchases in December 2023 (Note 7), we entered into agreements with each of the counterparties to terminate a proportionate amount of the 2026 Capped Calls (the “2026 Capped Calls Terminations”).

Upon entering into the 2026 Capped Calls Terminations, we recorded the $ 14.2 million fair value of the terminated 2026 Capped Calls to “Derivative assets” with a corresponding increase in “Common stock” as those capped calls no longer qualified for equity classification.

The derivative assets were subsequently marked to market to the cash settlement amount of $ 15.6 million with the changes reported in “Loss on extinguishment of long-term debt” in the accompanying consolidated statements of operations.

The 2026 Capped Calls were intended to offset some or all of the potential dilution to Helix common shares or increases to the economic cost caused by any conversion of the 2026 Notes up to the cap price.

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 consolidated balance sheet.

Note 10 — Share Repurchase Programs

During 2023, we repurchased a total of 1,584,045 shares of our common stock for approximately $ 12.0 million or an average of $ 7.57 per share pursuant to a share repurchase program (the “2023 Repurchase Program”) authorized by our Board of Directors (our “Board”) in February 2023.

In February 2023, our Board of Directors (our “Board”) authorized a share repurchase program (the “2023 Repurchase Program”).

Under the 2023 Repurchase Program, we are authorized to repurchase up to $ 200 million issued and outstanding shares of our common stock.

Concurrent with the authorization of the 2023 Repurchase Program, our Board revoked the prior authorization to repurchase shares of our common stock in an amount equal to any equity issued to our employees, officers and directors under our share-based compensation plans, including share-based awards under our existing long-term incentive plans and shares issued to our employees under our Employee Stock Purchase Plan (the “ESPP”) (Note 13).

During 2024 we repurchased a total of 2,867,293 shares of our common stock for approximately $ 29.6 million, or an average of $ 10.33 per share, and during 2023 we repurchased a total of 1,584,045 shares of our common stock for approximately $ 12.0 million, or an average of $ 7.57 per share, pursuant to the 2023 Repurchase Program.

The 2023 Repurchase Program has no set expiration date.

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The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion.

Any repurchased shares are expected to be cancelled.

Any repurchased shares are cancelled.

Note 11 — Revenue from Contracts with Customers

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Year ended December 31, 2022

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):

Shallow Water

Year ended December 31, 2024

Production maximization

Decommissioning

Year ended December 31, 2023

Production maximization

Decommissioning

Year ended December 31, 2022

Production maximization

Decommissioning

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 are reflected in “Other current assets” in the accompanying consolidated balance sheets (Note 4).

Contract assets as of December 31, 2023 and 2022 were $ 5.8 million and $ 6.3 million, respectively.

Net contract assets as of December 31, 2024 and 2023 were $ 12.2 million and $ 5.8 million, respectively, and are reflected in “Other current assets” in the accompanying consolidated balance sheets (Note 4).

The increase in net contract assets was primarily attributable to 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 years ended December 31, 2024, 2023 and 2022.

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

Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” in the accompanying consolidated balance sheets (Note 4).

Contract liabilities as of December 31, 2023 and 2022 totaled $ 32.8 million and $ 10.0 million, respectively.

Revenue recognized for the years ended December 31, 2023, 2022 and 2021 included $ 8.7 million, $ 7.4 million and $ 7.9 million, respectively, that were included in the contract liability balance as the beginning of each period.

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

Net contract liabilities as of December 31, 2024 and 2023 totaled $ 15.6 million and $ 32.8 million, respectively, and are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying consolidated balance sheets (Note 4).

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

Net contract liabilities as of December 31,2023 also included amounts billed to the customer in excess of revenue recognized for a lump sum contract.

Revenue recognized for the years ended December 31, 2024, 2023 and 2022 included $ 36.3 million, $ 8.7 million and $ 7.4 million, respectively, that were included in the contract liability balance at the beginning of each period.

Performance Obligations

As of December 31, 2023, $ 849.9 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 700.1 million, $ 128.9 million and $ 20.9 million in 2024 , 2025 and 2026 , respectively.

As of December 31, 2024, $ 1.4 billion related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with $ 680.6 million, $ 383.8 million and $ 347.2 million in 2025 , 2026 , and 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.

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Contract Fulfillment Costs

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

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 consolidated balance sheets (Note 4).

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Year Ended December 31,

Basic and Diluted:

Net loss attributable to common shareholders

Accretion of redeemable noncontrolling interests

Net loss available to common shareholders

Loss per share

Net income (loss)

Undistributed earnings allocated to participating securities

Net income (loss) available to common shareholders, basic

Earnings (loss) per share, basic

Year Ended December 31,

Net income (loss) available to common shareholders, basic

Effect of dilutive securities:

Share-based awards other than participating securities

Undistributed earnings reallocated to participating securities

Net income (loss) available to common shareholders, diluted

Earnings (loss) per share, diluted

We had net losses for the years ended December 31, 2023 and 2022.

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Awards that have been granted to employees under the 2005 Incentive Plan have a vesting period of three years (or 33 % per year) with the exception of PSUs, which vest in amounts in accordance with their terms on the third anniversary date of the grant.

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.

The 2005 Incentive Plan currently has 24.3 million shares authorized for issuance, which includes a maximum of 2.0 million shares that may be granted as incentive stock options.

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100 % on December 11, 2025

(1) Reflects grants to our executive officers.

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

(2) Reflects grants to certain independent members of our Board.

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(1) Represents the weighted average grant date fair value, which is based on the quoted closing market price of our common stock on the trading day prior to the date of grant.

(2) Total fair value of restricted stock that vested during the years ended December 31, 2023, 2022 and 2021 was $ 2.9 million, $ 2.9 million and $ 2.6 million, respectively.

(2) During the years ended December 31, 2024, 2023 and 2022, total fair value of vested restricted stock was $ 1.5 million, $ 2.9 million and $ 2.9 million, respectively .

For the years ended December 31, 2024, 2023 and 2022, $ 1.0 million, $ 1.3 million and $ 2.5 million, respectively, were recognized as share-based compensation related to restricted stock.

Future compensation cost associated with unvested restricted stock at December 31, 2023 totaled approximately $ 1.2 million.

The weighted average vesting period related to unvested restricted stock at December 31, 2023 was approximately 0.7 years.

Our PSUs granted prior to 2021 were settled solely in shares of our common stock and were accounted for as equity awards.

Our PSUs granted beginning in January 2021 may be settled in either cash or shares of our common stock, or a combination thereof, upon vesting at the discretion of the Compensation Committee and have been accounted for as equity awards.

Future compensation cost and the weighted average vesting period associated with unvested restricted stock at December 31, 2024 were approximately $ 0.9 million and 0.8 years, respectively.

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.

(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.

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(1) Represents the weighted average grant date fair value.

(2) During the years ended December 31, 2024, 2023 and 2022, our 2021, 2020 and 2019 PSU awards vested at 818,812 shares, 285,778 shares and 876,469 shares, respectively, of our common stock with a total market value of $ 8.4 million, $ 3.6 million and $ 3.2 million, respectively.

For the years ended December 31, 2024, 2023 and 2022, $ 7.3 million, $ 4.8 million and $ 4.8 million, respectively, were recognized as share-based compensation related to PSUs.

Future compensation cost associated with unvested PSU awards at December 31, 2023 totaled approximately $ 5.4 million.

The weighted average vesting period related to unvested PSUs at December 31, 2023 was approximately 1.0 year.

PSUs granted in 2021 are expected to vest at a 181 % performance factor in March 2024 once the Free Cash Flow payout factor is finalized, representing an estimated 818,810 shares of our common stock.

In January 2023, 369,938 PSUs granted in 2020 vested at a 77 % performance factor, representing 285,778 shares of our common stock with a total market value of $ 3.6 million.

In January 2022, 559,150 PSUs granted in 2019 vested at a 157 % performance factor, representing 876,469 shares of our common stock with a total market value of $ 3.2 million.

For the year ended December 31, 2024, we recognized incremental compensation cost of $ 1.1 million related to the equity-to-liability award modification of 86,538 PSUs granted in 2022 to one of our officers.

Future compensation cost and the weighted average vesting period associated with unvested PSU awards at December 31, 2024 were approximately $ 5.3 million and 0.6 year, respectively.

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

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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.

We formed the Shallow Water Abandonment segment in the third quarter 2022 following the Alliance acquisition (Note 3).

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See Note 1 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

Year ended December 31, 2024

Net revenues —

Well Intervention

Shallow Water Abandonment

Production Facilities

Intercompany eliminations

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)

Shallow Water

Year ended December 31, 2023

Income (loss) from operations —

Well Intervention

Shallow Water Abandonment

Production Facilities

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

Year ended December 31, 2022

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)

(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 years ended December 31, 2024, 2023 and 2022, $ 27.6 million, $ 25.0 million and $ 15.9 million, respectively, 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):

Year Ended December 31,

Reconciliation of segment profit —

Segment operating income

Change in fair value of contingent consideration

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Net interest expense

Other non-operating income (expense), net

Losses related to convertible senior notes

Other non-operating expense, net

Income (loss) before income taxes

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

Year Ended December 31,

Capital expenditures (1) —

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Corporate and eliminations

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

Intercompany segment revenues are as follows (in thousands):

Year Ended December 31,

Well Intervention

Shallow Water Abandonment

(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 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.

Revenues by individually significant geographic location are as follows (in thousands):

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of $ 181.8 million, $ 236.2 million and $ 167.0 million, respectively, during the years ended December 31, 2024, 2023 and 2022.

Our operational assets work in various regions around the world such as the Gulf of Mexico, Brazil, the North Sea, Asia Pacific and West Africa.

The following table provides our property and equipment, net of accumulated depreciation, by individually significant geographic location where those assets are based (in thousands):

(1) Includes the Q7000 and certain other assets that are based in the U.K.

but have operated in West Africa and may also operate in the North Sea, Asia Pacific and other regions.

(2) Includes the equipment on the Siem Helix 1 chartered vessel and certain other assets that are based in Brazil but have operated in West Africa and may also operate in the North Sea, Asia Pacific and other regions.

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

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):

Well Intervention

Shallow Water Abandonment

Production Facilities

Corporate and other

Vessels, systems and other property and equipment work in various offshore basins around the world such as the U.S.

Gulf Coast, U.S.

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

Vessels and equipment may temporarily work in a region other than the country in which those assets are based.

For instance, the Q4000 and related IRS system, which are based in the U.S., are temporarily operating offshore West Africa.

The following table provides our property and equipment, net of accumulated depreciation, by individually significant country where those assets are based (in thousands):

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 15 — Asset Retirement Obligations

Our AROs relate to mature offshore oil and gas properties that we acquired with the intention to perform decommissioning work at the end of their life cycles.

In August 2022, we acquired from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, all of MP GOM’s 62.5 % interest in the Thunder Hawk Field, in exchange for the assumption of MP GOM’s abandonment obligations (initially estimated at $ 23.6 million).

In August 2022, we acquired from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, all of MP GOM’s 62.5 % interest in the Thunder Hawk Field oil and gas properties, in exchange for the assumption of MP GOM’s abandonment obligations (initially estimated at $ 23.6 million).

Our AROs also include P&A costs associated with our Droshky oil and gas properties (Note 4).

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Note 16 — Commitments and Contingencies and Other Matters

Our Well Intervention segment has long-term charter agreements with Siem Offshore AS for the Siem Helix 1 and Siem Helix 2 vessels expiring in February 2025 and February 2027, respectively, with options to extend.

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

Our time charter agreements for the Grand Canyon II and Grand Canyon III vessels expire in December 2027 and May 2028, respectively, with options to renew the Grand Canyon III .

In January 2023, we entered into a three-year charter agreement for the Glomar Wave in the North Sea with options to extend.

In July 2023, we entered into a new agreement to extend the Horizon Enabler charter until December 2025, with further options to extend.

In January 2024, the expiration date of our time charter agreement for the Shelia Bordelon in the Gulf of Mexico was extended from June 2024 to June 2026.

In February 2024, we extended the vessel charters for the Siem Helix 1 until December 2030 and for the Siem Helix 2 until December 2031.

These subsequent extensions increased our vessel charter commitments by $ 559.6 million.

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 .

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 U.S.

Gulf Coast 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.

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 thereon.

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

During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earn-out expected to be paid in cash in April 2024 (Note 3).

Consequently, any uncertainty related to this liability has been resolved as the payment amount was fixed and the measurement period ended on December 31, 2023.

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 in the normal course of business, including claims under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as the Jones Act), contract-related disputes, employee-related disputes and subsequently identified legacy issues related to Alliance.

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(1) Exclusive of any income tax refunds.

During the years ended December 31, 2022 and 2021, we received refunds related to the U.S.

Coronavirus Aid, Relief, and Economic Security Act of $ 1.1 million and $ 18.9 million, respectively.

During the years ended December 31, 2022, we received refunds related to the U.S.

Coronavirus Aid, Relief, and Economic Security Act of $ 1.1 million.

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

As of December 31, 2024 and 2023, these non-cash capital additions totaled $ 0.1 million and $ 1.1 million, respectively.

Non-cash investing and financing activities for the year ended December 31, 2023 included a portion of P&A equipment purchase financed by the seller in the form of credits towards future services offered by us which had an estimated fair value of $ 11.6 million at the time of purchase in the third quarter 2023 (Note 4).

Non-cash financing activities during the year ended December 31, 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 2023 (Note 4).

Non-cash investing and financing activities for the year ended December 31, 2023 included financing liabilities with an estimated fair value of $ 11.6 million at the time of the P&A equipment purchase in 2023.

Non-cash financing activities for the year ended December 31, 2023 included the issuance of 1.5 million shares of our common stock for the repurchase of a portion of our 2026 Notes.

Non-cash investing activities for the year ended December 31, 2022 included $ 26.7 million in estimated fair value of contingent earn-out consideration as of July 1, 2022, the date of the Alliance acquisition (Note 3).

Non-cash investing activities for the year ended December 31, 2022 included $ 26.7 million in estimated fair value of contingent earnout consideration as of July 1, 2022, the date of the Alliance acquisition (Note 3).

Note 18 — Allowance Accounts

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Balance at December 31, 2021

Additions (reductions) (1)

Write-offs (2)

Additions (1)

Adjustments (2)

Balance at December 31, 2022

Additions (reductions) (1)

Additions (1) (3)

Write-offs (4)

Adjustments (2)

Balance at December 31, 2023

Additions (reductions) (1) (5)

Write-offs (2)

Additions (1)

Adjustments (5)

Balance at December 31, 2024

(1) The additions (reductions) in allowance for credit losses relate to reserves (releases) for expected credit losses during the respective years.

(2) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible.

(3) The decrease in valuation allowance primarily relates to the valuation allowance release for certain of our U.K.

(1) The additions in allowance for credit losses relate to reserves for expected credit losses during the respective years.

(2) The increase in valuation allowance relates to current year activity, including adjustments to prior year returns, and the related change in unrealized net deferred tax assets.

(3) The addition in valuation allowance relates to the adjustment for a change in assessment on the realizability of our Luxembourg net operating losses from remote to less likely than not.

(4) The write-offs of allowance for credit losses reflect certain receivables related to our Robotics segment that were previously reserved and subsequently deemed to be uncollectible.

(5) The net decrease in valuation allowance included a $ 3.2 million decrease related to a valuation allowance release in Brazil, a $ 5.2 million increase in assessment on the realizability of U.S.

group foreign tax credit carryforward, and a $ 7.7 million decrease in valuation allowance, which was predominantly driven by current year activity, including adjustments to prior year returns.

See Note 2 for a detailed discussion regarding our accounting policy on accounts receivable and allowance for credit losses.

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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.

Contingent consideration liability related to the Alliance acquisition (Note 3) was previously measured at fair value using Level 3 unobservable inputs and determined based on our evaluation of the probability and amount of earn-out that may be achieved based on expected future performance of Helix Alliance.

During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $ 85.0 million earn-out expected to be paid in cash in April 2024.

As such, the Alliance earn-out consideration has been reported at $ 85.0 million in the accompanying consolidated balance sheet (Note 4) and was no longer contingent and subject to fair value measurement as of December 31, 2023.

The following table sets forth our assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2022 (in thousands):

Fair Value at December 31, 2022

Contingent consideration

The reconciliation of Level 3 recurring fair value measurements is as follows (in thousands):

Balance at January 1,

Change in fair value

Transfers out of Level 3

Balance at December 31,

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

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December 31, 2023

2023 Notes (matured September 2023)

2026 Notes (mature February 2026)

2026 Notes (fully redeemed March 2024)

MARAD Debt (matures February 2027)

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See Note 7 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 a third-party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms.

(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.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data