UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2022~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to__________

Commission File Number: 001-32936

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)


Minnesota		95-3409686
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
3505 West Sam Houston Parkway North
Suite 400
Houston Texas		77043
(Address of principal executive offices)		(Zip Code)

(281) 618–0400

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	HLX	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☑ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☑ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☑☐	Accelerated filer ☐☑	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☑ No

As of ~~October 20, 2022, 151,821,116~~July 21, 2023, 150,817,778 shares of common stock were outstanding.

Table of Contents

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements:	3
	Condensed Consolidated Balance Sheets – ~~September~~June 30, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022	3

	Condensed Consolidated Statements of Operations (Unaudited) – Three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	4

	Condensed Consolidated Statements of Comprehensive ~~Loss~~Income (Loss) (Unaudited) – Three and ~~nine~~six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	54

	Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) – Three and six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	6

	~~Condensed Consolidated Statements of Shareholders’ Equity (Unaudited) – Nine months ended September 30, 2022 and 2021~~	75

	Condensed Consolidated Statements of Cash Flows (Unaudited) – ~~Nine~~Six months ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022	86

	Notes to Condensed Consolidated Financial Statements (Unaudited)	97

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2824

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4138

Item 4.	Controls and Procedures	4239

PART II.	OTHER INFORMATION	4240

Item 1.	Legal Proceedings	4240

Item 1A.	Risk Factors	4340

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4440

Item 3.	Defaults Upon Senior Securities	4440

Item 4.	Mine Safety Disclosures	4440

Item 5.	Other Information	4440

Item 6.	Exhibits	4541

	Signatures	4642

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

September 30,

December 31,


2022

2021

(Unaudited)

ASSETS




Current assets:




Cash and cash equivalents

$
162,268

$
253,515
Restricted cash

2,506

73,612
Accounts receivable, net of allowance for credit losses of $2,187 and $1,477, respectively

228,043

144,137
Other current assets

83,301

58,274
Total current assets

476,118

529,538
Property and equipment

2,945,654

2,938,154
Less accumulated depreciation

(1,337,814)

(1,280,509)
Property and equipment, net

1,607,840

1,657,645
Operating lease right-of-use assets

209,351

104,190
Other assets, net

62,188

34,655
Total assets

$
2,355,497

$
2,326,028

LIABILITIES AND SHAREHOLDERS' EQUITY




Current liabilities:




Accounts payable

$
131,898

$
87,959
Accrued liabilities

112,321

91,712
Current maturities of long-term debt

38,154

42,873
Current operating lease liabilities

48,102

55,739
Total current liabilities

330,475

278,283
Long-term debt

225,427

262,137
Operating lease liabilities

166,916

50,198
Deferred tax liabilities

97,373

86,966
Other non-current liabilities

53,452

975
Total liabilities

873,643

678,559
Commitments and contingencies

Shareholders’ equity:




Common stock, no par, 240,000 shares authorized, 151,808 and 151,124 shares issued, respectively

1,297,296

1,292,479
Retained earnings

320,579

411,072
Accumulated other comprehensive loss

(136,021)

(56,082)
Total shareholders’ equity

1,481,854

1,647,469
Total liabilities and shareholders’ equity

$
2,355,497

$
2,326,028


	June 30,		December 31,
	2023		2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	182,651	$	186,604
Restricted cash		—		2,507
Accounts receivable, net of allowance for credit losses of $2,966 and $2,277, respectively		253,147		212,779
Other current assets		76,212		58,699
Total current assets		512,010		460,589
Property and equipment		3,059,103		3,016,312
Less accumulated depreciation		(1,450,115)		(1,374,697)
Property and equipment, net		1,608,988		1,641,615
Operating lease right-of-use assets		177,942		197,849
Deferred recertification and dry dock costs, net		77,243		38,778
Other assets, net		47,662		50,507
Total assets	$	2,423,845	$	2,389,338

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	145,937	$	135,267
Accrued liabilities		142,609		73,574
Current maturities of long-term debt		38,499		38,200
Current operating lease liabilities		55,667		50,914
Total current liabilities		382,712		297,955
Long-term debt		222,469		225,875
Operating lease liabilities		131,175		154,686
Deferred tax liabilities		99,864		98,883
Other non-current liabilities		55,697		95,230
Total liabilities		891,917		872,629
Commitments and contingencies
Shareholders’ equity:
Common stock, no par, 240,000 shares authorized, 150,810 and 151,935 shares issued, respectively		1,291,307		1,298,740
Retained earnings		325,223		323,288
Accumulated other comprehensive loss		(84,602)		(105,319)
Total shareholders’ equity		1,531,928		1,516,709
Total liabilities and shareholders’ equity	$	2,423,845	$	2,389,338

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

Table of Contents

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

(in thousands, except per share amounts)


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net revenues	$	272,547	$	180,716	$	585,284	$	506,072	$	308,817	$	162,612	$	558,901	$	312,737
Cost of sales		233,332		177,716		566,032		485,318		253,468		163,966		488,368		332,700
Gross profit		39,215		3,000		19,252		20,754
Gain (loss) on disposition of assets, net		—		15		—		(631)
Gross profit (loss)										55,349		(1,354)		70,533		(19,963)
Gain on disposition of assets, net										—		—		367		—
Acquisition and integration costs		(762)		—		(2,349)		—		(309)		(1,587)		(540)		(1,587)
Change in fair value of contingent consideration		(2,664)		—		(2,664)		—		(10,828)		—		(14,820)		—
Selling, general and administrative expenses		(23,563)		(13,346)		(53,966)		(41,950)		(24,007)		(16,035)		(43,638)		(30,403)
Income (loss) from operations		12,226		(10,331)		(39,727)		(21,827)		20,205		(18,976)		11,902		(51,953)
Equity in earnings of investment		78		—		8,262		—		—		8,184		—		8,184
Net interest expense		(4,644)		(5,928)		(14,617)		(17,900)		(4,228)		(4,799)		(8,415)		(9,973)
Loss on extinguishment of long-term debt		—		(124)		—		(124)
Other expense, net		(20,271)		(4,015)		(37,623)		(1,438)		(5,740)		(13,471)		(2,296)		(17,352)
Royalty income and other		348		297		3,286		2,603		175		797		2,038		2,938
Loss before income taxes		(12,263)		(20,101)		(80,419)		(38,686)
Income tax provision (benefit)		6,500		(1,058)		10,074		(2,910)
Net loss		(18,763)		(19,043)		(90,493)		(35,776)
Net loss attributable to redeemable noncontrolling interests		—		—		—		(146)
Net loss attributable to common shareholders	$	(18,763)	$	(19,043)	$	(90,493)	$	(35,630)
Income (loss) before income taxes										10,412		(28,265)		3,229		(68,156)
Income tax provision										3,312		1,434		1,294		3,574
Net income (loss)									$	7,100	$	(29,699)	$	1,935	$	(71,730)

Loss per share of common stock:
Earnings (loss) per share of common stock:
Basic	$	(0.12)	$	(0.13)	$	(0.60)	$	(0.24)	$	0.05	$	(0.20)	$	0.01	$	(0.47)
Diluted	$	(0.12)	$	(0.13)	$	(0.60)	$	(0.24)	$	0.05	$	(0.20)	$	0.01	$	(0.47)

Weighted average common shares outstanding:
Basic		151,331		150,088		151,226		150,018		150,791		151,205		151,275		151,174
Diluted		151,331		150,088		151,226		150,018		153,404		151,205		153,873		151,174

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

~~Table of Contents~~

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE ~~LOSS~~INCOME (LOSS)

(UNAUDITED)

(in thousands)

Three Months Ended

Nine Months Ended

September 30,

September 30,


2022

2021

2022

2021
Net loss

$
(18,763)

$
(19,043)

$
(90,493)

$
(35,776)
Other comprehensive loss, net of tax:








Foreign currency translation loss

(33,453)

(13,447)

(79,939)

(6,478)
Other comprehensive loss, net of tax

(33,453)

(13,447)

(79,939)

(6,478)
Comprehensive loss

(52,216)

(32,490)

(170,432)

(42,254)
Less comprehensive loss attributable to redeemable noncontrolling interests:








Net loss

—

—

—

(146)
Foreign currency translation gain

—

—

—

48
Comprehensive loss attributable to redeemable noncontrolling interests

—

—

—

(98)
Comprehensive loss attributable to common shareholders

$
(52,216)

$
(32,490)

$
(170,432)

$
(42,156)


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Net income (loss)	$	7,100	$	(29,699)	$	1,935	$	(71,730)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)		12,285		(33,338)		20,717		(46,486)
Other comprehensive income (loss), net of tax		12,285		(33,338)		20,717		(46,486)
Comprehensive income (loss)	$	19,385	$	(63,037)	$	22,652	$	(118,216)

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

Table of Contents

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(UNAUDITED)

(in thousands)


						Accumulated											Accumulated
						Other		Total		Redeemable							Other		Total
	Common Stock			Retained		Comprehensive		Shareholders’		Noncontrolling		Common Stock			Retained		Comprehensive		Shareholders’
	Shares	Amount		Earnings		Loss		Equity		Interests		Shares	Amount		Earnings		Loss		Equity
Balance, June 30, 2022	151,714	$	1,295,016	$	339,342	$	(102,568)	$	1,531,790	$	—
Net loss	—		—		(18,763)		—		(18,763)		—
Balance, March 31, 2023												151,494	$	1,294,484	$	318,123	$	(96,887)	$	1,515,720
Net income												—		—		7,100		—		7,100
Foreign currency translation adjustments	—		—		—		(33,453)		(33,453)		—	—		—		—		12,285		12,285
Repurchases of common stock												(750)		(5,123)		—		—		(5,123)
Activity in company stock plans, net and other	94		274		—		—		274		—	66		446		—		—		446
Share-based compensation	—		2,006		—		—		2,006		—	—		1,500		—		—		1,500
Balance, September 30, 2022	151,808	$	1,297,296	$	320,579	$	(136,021)	$	1,481,854	$	—
Balance, June 30, 2023												150,810	$	1,291,307	$	325,223	$	(84,602)	$	1,531,928


						Accumulated											Accumulated
						Other		Total		Redeemable							Other		Total
	Common Stock			Retained		Comprehensive		Shareholders’		Noncontrolling		Common Stock			Retained		Comprehensive		Shareholders’
	Shares	Amount		Earnings		Loss		Equity		Interests		Shares	Amount		Earnings		Loss		Equity
Balance, June 30, 2021	150,787	$	1,288,603	$	456,108	$	(44,651)	$	1,700,060	$	—
Balance, March 31, 2022												151,637	$	1,292,935	$	369,041	$	(69,230)	$	1,592,746
Net loss	—		—		(19,043)		—		(19,043)		—	—		—		(29,699)		—		(29,699)
Foreign currency translation adjustments	—		—		—		(13,447)		(13,447)		—	—		—		—		(33,338)		(33,338)
Activity in company stock plans, net and other	89		262		—		—		262		—	77		231		—		—		231
Share-based compensation	—		1,832		—		—		1,832		—	—		1,850		—		—		1,850
Balance, September 30, 2021	150,876	$	1,290,697	$	437,065	$	(58,098)	$	1,669,664	$	—
Balance, June 30, 2022												151,714	$	1,295,016	$	339,342	$	(102,568)	$	1,531,790

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

~~Table of Contents~~

~~HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~(UNAUDITED)~~

~~(in thousands)~~


						Accumulated											Accumulated
						Other		Total		Redeemable							Other		Total
	Common Stock			Retained		Comprehensive		Shareholders’		Noncontrolling		Common Stock			Retained		Comprehensive		Shareholders’
	Shares	Amount		Earnings		Loss		Equity		Interests		Shares	Amount		Earnings		Loss		Equity
Balance, December 31, 2021	151,124	$	1,292,479	$	411,072	$	(56,082)	$	1,647,469	$	—
Net loss	—		—		(90,493)		—		(90,493)		—
Balance, December 31, 2022												151,935	$	1,298,740	$	323,288	$	(105,319)	$	1,516,709
Net income												—		—		1,935		—		1,935
Foreign currency translation adjustments	—		—		—		(79,939)		(79,939)		—	—		—		—		20,717		20,717
Repurchases of common stock												(1,410)		(10,129)		—		—		(10,129)
Activity in company stock plans, net and other	684		(673)		—		—		(673)		—	285		(296)		—		—		(296)
Share-based compensation	—		5,490		—		—		5,490		—	—		2,992		—		—		2,992
Balance, September 30, 2022	151,808	$	1,297,296	$	320,579	$	(136,021)	$	1,481,854	$	—
Balance, June 30, 2023												150,810	$	1,291,307	$	325,223	$	(84,602)	$	1,531,928


						Accumulated											Accumulated
						Other		Total		Redeemable							Other		Total
	Common Stock			Retained		Comprehensive		Shareholders’		Noncontrolling		Common Stock			Retained		Comprehensive		Shareholders’
	Shares	Amount		Earnings		Loss		Equity		Interests		Shares	Amount		Earnings		Loss		Equity
Balance, December 31, 2020	150,341	$	1,327,592	$	464,524	$	(51,620)	$	1,740,496	$	3,855
Balance, December 31, 2021												151,124	$	1,292,479	$	411,072	$	(56,082)	$	1,647,469
Net loss	—		—		(35,630)		—		(35,630)		(146)	—		—		(71,730)		—		(71,730)
Cumulative-effect adjustments upon adoption of ASU No. 2020-06	—		(41,456)		6,682		—		(34,774)		—
Foreign currency translation adjustments	—		—		—		(6,478)		(6,478)		48	—		—		—		(46,486)		(46,486)
Accretion of redeemable noncontrolling interests	—		—		1,489		—		1,489		(1,489)
Acquisition of redeemable noncontrolling interests	—		—		—		—		—		(2,268)
Activity in company stock plans, net and other	535		(1,052)		—		—		(1,052)		—	590		(947)		—		—		(947)
Share-based compensation	—		5,613		—		—		5,613		—	—		3,484		—		—		3,484
Balance, September 30, 2021	150,876	$	1,290,697	$	437,065	$	(58,098)	$	1,669,664	$	—
Balance, June 30, 2022												151,714	$	1,295,016	$	339,342	$	(102,568)	$	1,531,790

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

Table of Contents

HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2022		2021		2023		2022
Cash flows from operating activities:
Net loss	$	(90,493)	$	(35,776)
Adjustments to reconcile net loss to net cash provided by operating activities:
Net income (loss)					$	1,935	$	(71,730)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		102,590		106,226		76,764		66,646
Amortization of debt issuance costs		1,744		2,596		1,199		1,161
Share-based compensation		5,630		5,783		3,169		3,572
Deferred income taxes		2,876		(10,375)		981		(550)
Equity in earnings of investment		(8,262)		—		—		(8,184)
Loss on disposition of assets, net		—		631
Loss on extinguishment of long-term debt		—		124
Gain on disposition of assets, net						(367)		—
Unrealized foreign currency loss		38,374		2,041		2,815		12,578
Change in fair value of contingent consideration		2,664		—		14,820		—
Changes in operating assets and liabilities:
Accounts receivable, net		(50,268)		(6,631)		(36,651)		(15,165)
Income tax receivable, net of income tax payable						(3,930)		846
Other current assets		(19,888)		16,604		(12,189)		(10,449)
Income tax payable, net of income tax receivable		1,818		20,912
Accounts payable and accrued liabilities		47,266		28,577		55,728		14,845
Deferred recertification and dry dock costs, net						(41,335)		(15,663)
Other, net		(32,655)		(9,460)		(36,830)		(1,161)
Net cash provided by operating activities		1,396		121,252
Net cash provided by (used in) operating activities						26,109		(23,254)

Cash flows from investing activities:
Alliance acquisition, net of cash acquired		(112,625)		—
Capital expenditures		(4,990)		(7,386)		(7,920)		(2,187)
Distribution from equity investment, net		7,840		—		—		7,840
Proceeds from sale of assets		—		51		365		—
Net cash used in investing activities		(109,775)		(7,335)
Net cash provided by (used in) investing activities						(7,555)		5,653

Cash flows from financing activities:
Repayment of convertible senior notes		(35,000)		—		—		(35,000)
Repayment of Term Loan		—		(29,826)
Repayment of Nordea Q5000 Loan		—		(53,572)
Repayment of MARAD Debt		(7,937)		(7,560)		(4,116)		(3,920)
Debt issuance costs		(550)		(1,209)		(100)		(227)
Acquisition of redeemable noncontrolling interests		—		(2,268)
Repurchases of common stock						(10,059)		—
Payments related to tax withholding for share-based compensation		(1,525)		(1,878)		(1,385)		(1,525)
Proceeds from issuance of ESPP shares		575		654		590		353
Net cash used in financing activities		(44,437)		(95,659)		(15,070)		(40,319)

Effect of exchange rate changes on cash and cash equivalents and restricted cash		(9,537)		(747)		(9,944)		(6,107)
Net increase (decrease) in cash and cash equivalents and restricted cash		(162,353)		17,511
Net decrease in cash and cash equivalents and restricted cash						(6,460)		(64,027)
Cash and cash equivalents and restricted cash:
Balance, beginning of year		327,127		291,320		189,111		327,127
Balance, end of period	$	164,774	$	308,831	$	182,651	$	263,100

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

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HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1 — Basis of Presentation and New Accounting Standards

The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its subsidiaries (collectively, “Helix”). Unless the context indicates otherwise, the terms “we,” “us” and “our” in this report refer collectively to Helix and its subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements in U.S. dollars have been prepared in accordance with instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission (the “SEC”) and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).

On July 1, 2022, we completed our acquisition of all of the equity interests of the Alliance group of companies (collectively “Alliance”). The condensed consolidated financial statements prior to July 1, 2022 reflect only the historical results of Helix. The condensed consolidated financial statements since the completion of the Alliance acquisition have included the results of Helix Alliance using the acquisition method of accounting. See Note 3 for additional information regarding the Alliance acquisition.

The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. We have made all adjustments, which, unless otherwise disclosed, are of normal recurring nature, that we believe are necessary for a fair presentation of the condensed consolidated balance sheets, statements of operations, statements of comprehensive loss, statements of shareholders’ equity and statements of cash flows, as applicable. The operating results for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the year ending December 31, ~~2022.~~2023. Our balance sheet as of December 31, ~~2021~~2022 included herein has been derived from the audited balance sheet as of December 31, ~~2021~~2022 included in our ~~2021~~2022 Annual Report on Form 10-K (our ~~“2021~~“2022 Form 10-K”). These unaudited condensed consolidated financial statements should be read in conjunction with the audited annual consolidated financial statements and notes thereto included in our ~~2021~~2022 Form 10-K.

Certain reclassifications were made to previously reported amounts in the consolidated financial statements and notes thereto to make them consistent with the current presentation format.

We do not expect any recently issued accounting standards to have a material impact on our financial position, results of operations or cash flows when they become effective.

Note 2 — Company Overview

●

Production maximization — our assets and methodologies are specifically designed to efficiently enhance and extend the lives of existing oil and gas reserves; we also offer an alternative to take over end-of-life reserves in preparation for their abandonment;

●

Renewable energy support — we are an established global leader in jet trenching and provide specialty support services to offshore wind farm developments, including boulder removal and unexploded ordnance clearance; and

●

Decommissioning — we ~~have historical success as~~are a full-field abandonment contractor and believe that regulatory push for plug and abandonment (“P&A”) and transition to renewable energy will facilitate the continued growth of the abandonment ~~backlog; and~~

●

~~Renewable energy support~~ — we are an established global leader in jet trenching and continue to seek to provide specialty support services to offshore wind farm developments, including boulder removal and unexploded ordnance clearance.market.

~~Table of Contents~~

We provide services primarily in ~~deepwater in~~ the Gulf of Mexico, U.S. East Coast, Brazil, North Sea, Asia Pacific and West Africa regions. We ~~have~~ expanded our service capabilities to ~~shallow waters in~~ the Gulf of Mexico shelf with the acquisition of Alliance ~~acquisition~~group of companies (collectively “Alliance”) on July 1, 2022 (Note 3)., which we re-branded as Helix Alliance. Our North Sea operations and our Gulf of Mexico shelf operations related to ~~our~~Helix Alliance ~~acquisition~~ are usually subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months. Our services are segregated into four reportable business segments: Well Intervention, Robotics, ~~Production Facilities and our new reporting segment,~~ Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business (Note ~~11).~~12), and Production Facilities.

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Our Well Intervention segment provides services enabling our customers to safely access subsea offshore wells for the purpose of performing production enhancement or decommissioning operations, thereby avoiding drilling new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and gas. Our well intervention vessels include the Q4000, the Q5000, the Q7000, the Seawell, the Well Enhancer, and two chartered monohull vessels, the Siem Helix 1 and the Siem Helix 2. Our well intervention equipment includes intervention systems such as intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module, some of which we provide on a stand-alone basis.

Our Robotics segment provides ~~offshore construction,~~ trenching, seabed clearance, offshore construction and inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of affordable and reliable energy and supporting the responsible transition away from a carbon-based economy. Additionally, our ~~Robotics~~robotics services are used in and complement our well intervention services. Our Robotics segment ~~mainly~~ 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 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, P&A systems and coiled tubing systems.

Our Production Facilities segment includes the Helix Producer I (the “HP I”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”), which combines the HP I, the Q4000 and the Q5000 with certain well control equipment that can be deployed to respond to a well control incident, and our ownership of ~~Droshky~~mature oil and gas properties. We also have a 20% ownership interest in Independence Hub, LLC (“Independence Hub”) that we account for using the equity method of accounting. In May 2022, we received a net cash distribution of $7.8 million from the sale of the “Independence Hub” platform owned by Independence Hub. 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 Mississippi Canyon Block 734, comprised of three wells and related subsea infrastructure (collectively known as the Thunder Hawk Field), in exchange for the assumption of MP GOM’s abandonment obligationsproperties (Note ~~12)~~13). All of our current Production Facilities activities are located in the Gulf of Mexico.

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries in the Gulf of Mexico shelf, including offshore oil field 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, P&A systems, coiled tubing systems and other miscellaneous assets.

Note 3 — Alliance Acquisition

On July 1, 2022, we completed our acquisition of ~~all of the equity interests of~~ Alliance. The Alliance acquisition ~~extends~~extended our energy transition strategy by adding ~~shallow-water~~shallow water capabilities into ~~what we expect to be a~~the growing offshore decommissioning market.

The aggregate preliminary purchase price of the Alliance acquisition was $145.7 million, consisting of $119.0 million ~~with~~of cash on hand and the estimated fair value of $26.7 million of contingent consideration related to the post-closing earn-out consideration. The earn-out is payable in 2024 to the seller in the Alliance transaction in either cash or shares of our common stock pursuant to the terms of ~~the~~an Equity Purchase Agreement (the “Equity Purchase Agreement”) dated May 16, ~~2022 by and among Helix Alliance Decom, LLC, the seller and Helix.~~2022. The earn-out is not capped and is calculated based on certain financial metrics of the Helix Alliance business for 2022 and 2023 relative to amounts as set forth in the Equity Purchase Agreement.

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The Alliance acquisition has been accounted for using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations. The purchase price consideration has been allocated to the assets acquired and liabilities assumed of Alliance based upon preliminary estimate of their fair values as of the acquisition date. Fair values of the assets acquired and liabilities assumed are measured in accordance with ASC Topic 820, Fair Value Measurement, using discounted cash flows and other applicable valuation techniques. For certain assets and liabilities, those fair values are consistent with historical carrying values.

The following table summarizes the final purchase consideration and the ~~preliminary~~final purchase price allocation to estimated fair values of the identifiable assets acquired and liabilities assumed as of the acquisition date (in thousands):

July 1, 2022
Cash consideration

$
118,961
Contingent consideration

26,700
Total fair value of consideration transferred

$
145,661

Assets acquired:

Cash and cash equivalents

$
6,336
Accounts receivable ⁽¹⁾

43,378
Other current assets

4,879
Property and equipment

118,619
Operating lease right-of-use assets

1,205
Intangible assets

1,400
Other assets

2,133
Total assets acquired

$
177,950
Liabilities assumed:

Accounts payable

$
20,480
Accrued liabilities

3,073
Operating lease liabilities

1,205
Deferred tax liabilities

7,531
Total liabilities assumed

32,289
Net assets acquired

$
145,661

~~(1)~~

The gross contractual accounts receivable totaled $44.2 million. The fair value of accounts receivable reflects our best estimate at the acquisition date of contractual cash flows not expected to be collected.


	July 1, 2022
Cash consideration	$	118,961
Contingent consideration		26,700
Total fair value of consideration transferred	$	145,661

Assets acquired:
Cash and cash equivalents	$	6,336
Accounts receivable		43,378
Other current assets		6,077
Property and equipment		117,321
Operating lease right-of-use assets		1,205
Intangible assets		1,500
Other assets		2,133
Total assets acquired		177,950
Liabilities assumed:
Accounts payable		20,480
Accrued liabilities		3,073
Operating lease liabilities		1,205
Deferred tax liabilities		7,531
Total liabilities assumed		32,289
Net assets acquired	$	145,661

The purchase price allocation is subject to revision as acquisition-date fair value analyses are completed and if additional information about facts and circumstances that existed at the acquisition date becomes available. The purchase price consideration, as well as the estimated fair values of the assets acquired and liabilities assumed, will be finalized as soon as practicable, but no later than one year from the closing of the Alliance acquisition.

Acquisition and integration costs consist of legal and professional fees as well as costs incurred to integrate Alliance’s operations and systems and to align its financial processes and procedures with those of Helix. Those costs are expensed as incurred and are presented separately from “Selling, general and administrative expenses” in the accompanying condensed consolidated statements of operations. Also presented separately are the changes in fair value of the contingent earn-out consideration (Note 16).

The pro forma summary below presents the results of operations as if the Alliance acquisition had occurred on January 1, ~~2021~~2022 and includes transaction accounting adjustments such as incremental depreciation and amortization expense from acquired tangible and intangible assets, elimination of interest expense on Alliance’s long-term debt that was paid off in conjunction with the acquisition, ~~and integration cost accruals,~~ and tax-related effects. The pro forma summary uses estimates and assumptions based on information available at the time. Management believes the estimates and assumptions to be reasonable; however, actual results may ~~have differed~~differ significantly from this pro forma financial information. The pro forma information does not reflect any cost savings, operating synergies or revenue enhancements that might have been achieved from combining the operations. The unaudited pro forma summary is provided for illustrative purposes only and does not purport to represent Helix’s actual consolidated results of operations had the acquisition been completed as of the date presented, nor should it be considered indicative of Helix’s future consolidated results of operations.

~~Table of Contents~~

The following table summarizes the pro forma results of Helix and Alliance (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended		Six Months Ended
	September 30,				September 30,				June 30,		June 30,
	2022		2021		2022		2021		2022		2022
Revenues	$	272,547	$	228,574	$	665,021	$	591,179	$	214,853	$	392,474
Net loss		(18,763)		(8,828)		(81,069)		(29,620)		(21,810)		(63,519)

Note 4 — Details of Certain Accounts

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


	June 30,		December 31,
	2023		2022
Prepaids	$	21,027	$	26,609
Income tax receivable		2,182		—
Contract assets (Note 9)		7,059		6,295
Deferred costs (Note 9)		35,570		13,969
Other		10,374		11,826
Total other current assets	$	76,212	$	58,699

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~~Note 4 — Details of Certain Accounts~~

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

September 30,

December 31,

2022

2021
Contract assets (Note 8)

$
746

$
639
Prepaids

30,371

18,228
Deferred costs (Note 8)

13,634

2,967
Income tax receivable

—

1,116
Other receivable (Note 12)

30,052

28,805
Other

8,498

6,519
Total other current assets

$
83,301

$
58,274

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


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Deferred recertification and dry dock costs, net	$	37,732	$	16,291
Deferred costs (Note 8)		4,873		381
Prepaid charter ⁽¹⁾		12,544		12,544	$	12,544	$	12,544
Deferred costs (Note 9)						2,604		6,432
Other receivable ⁽²⁾						26,030		24,827
Intangible assets with finite lives, net		4,335		3,472		4,300		4,465
Other		2,704		1,967		2,184		2,239
Total other assets, net	$	62,188	$	34,655	$	47,662	$	50,507

(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 agreed-upon amounts that we are entitled to receive from Marathon Oil Corporation (“Marathon Oil”) for remaining P&A work to be performed by us on Droshky oil and gas properties we acquired from Marathon Oil in 2019.

Accrued liabilities consist of the following (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Accrued payroll and related benefits	$	39,548	$	28,657	$	38,560	$	41,339
Accrued interest		2,116		6,746		6,219		6,306
Income tax payable		1,614		—		—		479
Deferred revenue (Note 8)		20,840		8,272
Asset retirement obligations (Note 12)		30,961		29,658
Deferred revenue (Note 9)						23,617		9,961
Contingent consideration (Note 17)						57,574		—
Other		17,242		18,379		16,639		15,489
Total accrued liabilities	$	112,321	$	91,712	$	142,609	$	73,574

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


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Deferred revenue (Note 8)	$	—	$	476
Asset retirement obligations (Note 12)		23,763		—
Contingent consideration (Note 16)		29,364		—
Asset retirement obligations (Note 13)					$	54,320	$	51,956
Contingent consideration (Note 17)						—		42,754
Other		325		499		1,377		520
Total other non-current liabilities	$	53,452	$	975	$	55,697	$	95,230

Note 5 — Leases

We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. Our operating lease additions during the six-month period ended June 30, 2023 are primarily related to the vessel charter for the Glomar Wave (Note 14). Our operating lease additions during the six-month period ended June 30, 2022 are primarily related to the charter extensions for the Siem Helix1 and the Siem Helix2. We also sublease some of our facilities under non-cancelable sublease agreements.

The following table details the components of our lease cost (in thousands):


	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
Operating lease cost	$	17,347	$	13,798	$	34,353	$	28,260
Variable lease cost		5,255		4,625		10,165		9,547
Short-term lease cost		17,916		7,571		24,893		13,009
Sublease income		(206)		(381)		(537)		(630)
Net lease cost	$	40,312	$	25,613	$	68,874	$	50,186

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~~Note 5 — Leases~~

We charter vessels and lease facilities and equipment under non-cancelable contracts that expire on various dates through 2031. The majority of the increases in our operating leases during the nine-month period ended September 30, 2022 are related to the vessel charter extensions for the ~~Siem Helix~~1~~, the~~ ~~Siem Helix~~2~~, the~~ ~~Grand Canyon II~~~~, the~~ ~~Grand Canyon III~~ ~~and the~~ ~~Shelia Bordelon~~ ~~(Note 13). We also sublease some of our facilities under non-cancelable sublease agreements.~~

~~The following table details the components of our lease cost (in thousands):~~

Three Months Ended

Nine Months Ended

September 30,

September 30,


2022

2021

2022

2021
Operating lease cost

$
16,088

$
14,336

$
44,348

$
45,391
Variable lease cost

4,488

4,298

14,035

11,417
Short-term lease cost

9,112

6,258

22,121

13,233
Sublease income

(300)

(289)

(930)

(967)
Net lease cost

$
29,388

$
24,603

$
79,574

$
69,074

Maturities of our operating lease liabilities as of ~~September~~June 30, ~~2022~~2023 are as follows (in thousands):


			Facilities and						Facilities and
	Vessels		Equipment		Total		Vessels		Equipment		Total
Less than one year	$	56,405	$	6,334	$	62,739	$	61,103	$	6,722	$	67,825
One to two years		57,040		5,753		62,793		54,287		5,135		59,422
Two to three years		47,724		3,390		51,114		35,941		1,107		37,048
Three to four years		35,200		867		36,067		34,893		1,008		35,901
Four to five years		30,569		885		31,454		12,138		1,008		13,146
Over five years		7,589		2,790		10,379		—		2,422		2,422
Total lease payments	$	234,527	$	20,019	$	254,546	$	198,362	$	17,402	$	215,764
Less: imputed interest		(36,767)		(2,761)		(39,528)		(26,707)		(2,215)		(28,922)
Total operating lease liabilities	$	197,760	$	17,258	$	215,018	$	171,655	$	15,187	$	186,842

Current operating lease liabilities	$	42,621	$	5,481	$	48,102	$	49,597	$	6,070	$	55,667
Non-current operating lease liabilities		155,139		11,777		166,916		122,058		9,117		131,175
Total operating lease liabilities	$	197,760	$	17,258	$	215,018	$	171,655	$	15,187	$	186,842

Maturities of our operating lease liabilities as of December 31, ~~2021~~2022 are as follows (in thousands):


			Facilities and						Facilities and
	Vessels		Equipment		Total		Vessels		Equipment		Total
Less than one year	$	55,573	$	5,601	$	61,174	$	58,063	$	6,603	$	64,666
One to two years		34,580		4,844		39,424		55,515		5,697		61,212
Two to three years		2,470		4,514		6,984		43,400		2,797		46,197
Three to four years		—		2,462		2,462		35,200		959		36,159
Four to five years		—		1,074		1,074		26,244		959		27,203
Over five years		—		4,193		4,193		3,041		2,783		5,824
Total lease payments	$	92,623	$	22,688	$	115,311	$	221,463	$	19,798	$	241,261
Less: imputed interest		(5,633)		(3,741)		(9,374)		(32,986)		(2,675)		(35,661)
Total operating lease liabilities	$	86,990	$	18,947	$	105,937	$	188,477	$	17,123	$	205,600

Current operating lease liabilities	$	51,035	$	4,704	$	55,739	$	45,131	$	5,783	$	50,914
Non-current operating lease liabilities		35,955		14,243		50,198		143,346		11,340		154,686
Total operating lease liabilities	$	86,990	$	18,947	$	105,937	$	188,477	$	17,123	$	205,600

~~Table of Contents~~

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


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Weighted average remaining lease term	4.2	years	2.4	years	3.6	years	4.0	years
Weighted average discount rate	7.83	%	7.57	%	7.91	%	7.84	%

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


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2022		2021		2023		2022
Cash paid for operating lease liabilities	$	43,342	$	46,141	$	32,964	$	28,860
Right-of-use assets obtained in exchange for new operating lease obligations		143,357		5,975
Right-of-use assets obtained in exchange for new operating lease liabilities						6,234		60,772

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Note 6 — Long-Term Debt

Scheduled maturities of our long-term debt outstanding as of ~~September~~June 30, ~~2022~~2023 are as follows (in thousands):


	2023		2026		MARAD				2023		2026		MARAD
	Notes		Notes		Debt		Total		Notes		Notes		Debt		Total
Less than one year	$	30,000	$	—	$	8,333	$	38,333	$	30,000	$	—	$	8,538	$	38,538
One to two years		—		—		8,749		8,749		—		—		8,965		8,965
Two to three years		—		—		9,186		9,186		—		200,000		9,412		209,412
Three to four years		—		200,000		9,644		209,644		—		—		9,882		9,882
Four to five years		—		—		5,001		5,001
Gross debt		30,000		200,000		40,913		270,913		30,000		200,000		36,797		266,797
Unamortized debt issuance costs ⁽¹⁾		(179)		(4,958)		(2,195)		(7,332)		(39)		(3,961)		(1,829)		(5,829)
Total debt		29,821		195,042		38,718		263,581		29,961		196,039		34,968		260,968
Less current maturities		(29,821)		—		(8,333)		(38,154)		(29,961)		—		(8,538)		(38,499)
Long-term debt	$	—	$	195,042	$	30,385	$	225,427	$	—	$	196,039	$	26,430	$	222,469

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

Below is a summary of certain components of our indebtedness:

Credit Agreement

On September 30, 2021 we entered into an asset-based credit agreement with Bank of America, N.A. (“Bank of America”), Wells Fargo Bank, N.A. and Zions Bancorporation and subsequently we entered into amendments to the credit agreement on July 1, 2022 ~~we entered into a first amendment to the credit agreement~~and June 23, 2023 (collectively, the “Amended ABL Facility”). The Amended ABL Facility provides for ~~an $100~~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. The Amended ABL Facility also permits us to request an increase of the facility by up to ~~$50~~$30 million, subject to certain conditions.

Commitments under the Amended ABL Facility are comprised of separate U.S. and U.K. revolving credit facility commitments of ~~$65~~$85 million and $35 million, respectively. The Amended ABL Facility provides funding based on a borrowing base calculation that includes eligible U.S. and U.K. customer accounts receivable and cash, and provides for a ~~$10~~$20 million sub-limit for the issuance of letters of credit. As of ~~September~~June 30, ~~2022,~~2023, we had no borrowings under the Amended ABL Facility, and our available borrowing capacity under that facility, based on the borrowing base, totaled ~~$81.8~~$102.5 million, net of ~~$2.2~~$9.5 million of letters of credit issued under that facility.

~~Table of Contents~~

We and certain of our U.S. and U.K. subsidiaries ~~including Helix Alliance~~ are the current borrowers under the Amended ABL Facility, whose obligations under the Amended ABL Facility are guaranteed by those borrowers and certain other U.S. and U.K. subsidiaries, excluding Cal Dive I – Title XI, Inc. (“CDI Title XI”), Helix Offshore Services Limited and certain other enumerated subsidiaries. Other subsidiaries may be added as guarantors of the facility in the future. The Amended ABL Facility is secured by all accounts receivable and designated deposit accounts of the U.S. borrowers and guarantors, and by substantially all of the assets of the U.K. borrowers and guarantors.

U.S. borrowings under the Amended ABL Facility bear interest at the Term SOFR (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%. U.K. borrowings under the Amended ABL Facility denominated in U.S. dollars bear interest at the Term SOFR rate with SOFR adjustment of 0.10% and U.K. borrowings denominated in the British pound bear interest at the SONIA daily rate, each plus a margin of 1.50% to 2.00%. We also pay a commitment fee of 0.375% to 0.50% per annum on the unused portion of the facility.

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The Amended ABL Facility includes certain limitations on our ability to incur additional indebtedness, grant liens on assets, pay dividends and make distributions on equity interests, dispose of assets, make investments, repay certain indebtedness, engage in mergers, and other matters, in each case subject to certain exceptions. The Amended ABL Facility contains customary default provisions which, if triggered, could result in acceleration of all amounts then outstanding. The Amended ABL Facility requires us to satisfy and maintain a fixed charge coverage ratio of not less than 1.0 to 1.0 if availability is less than the greater of 10% of the borrowing base or ~~$10~~$12 million. The Amended ABL Facility also requires us to maintain a pro forma minimum excess availability of ~~$20~~$30 million for the 91 days prior to the maturity of each of our outstanding convertible senior ~~notes.~~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, ~~(ii) establishes an excess availability requirement for the portion of any post-closing earn-out consideration related to our acquisition of Alliance that will be paid in cash (Note 3),~~ and ~~(iii)~~(ii) provides for potential pricing adjustments based on specific metrics and performance targets determined by us and Bank of America, as agent with respect to the Amended ABL Facility, related to environmental, social and governance (“ESG”) changes implemented by us in our business.

Convertible Senior Notes Due 2022 (“2022 Notes”)

We fully redeemed the $35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity on May 1, 2022. The effective interest rate for the 2022 Notes was 4.8%. For the ~~nine month~~three- and six-month periods ended ~~September~~June 30, 2022, total interest expense related to the 2022 Notes was $0.1 million and $0.6 million, respectively, primarily from coupon interest expense. For the three- and nine-month periods ended September 30, 2021, total interest expense related to the 2022 Notes was $0.4 million and $1.3 million, respectively, with coupon interest expense of $0.4 million and $1.1 million, respectively, and the amortization of issuance costs of $0.2 million for the nine-month period ended September 30, 2021.

Convertible Senior Notes Due 2023 (“2023 Notes”)

The 2023 Notes bear interest at a coupon interest rate of 4.125% per annum payable semi-annually in arrears on March 15 and September 15 of each year until maturity. The 2023 Notes mature on September 15, 2023 unless earlier converted, redeemed or repurchased by us. The 2023 Notes are convertible by their holders at any time beginning March 15, 2023 at an initial conversion rate of 105.6133 shares of our common stock per $1,000 principal amount, which currently represents 3,168,399 potentially convertible shares at an initial conversion price of approximately $9.47 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination ~~thereof.~~

~~Table~~thereof and in July 2023, we provided notice that we elect to pay in cash or a combination of ~~Contents~~

~~Prior~~cash and common stock to ~~March 15, 2023, holders~~satisfy our conversion obligation upon conversion of ~~the~~any 2023 Notes may convert their notes if the closing price of our common stock exceeds 130% of the conversion price for at least 20 days in the period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarter (share price condition) or if the trading price of thebetween July 13, 2023 ~~Notes is equal to or less than 97% of the conversion value of the notes during the five consecutive business days immediately after any ten consecutive trading day period (trading price condition).~~ and September 15, 2023.

Holders of the 2023 Notes may ~~also~~ convert their notes if we make certain distributions on shares of our common stock or engage in certain corporate transactions, in which case the holders may be entitled to an increase in the conversion rate, depending on the price of our common shares and the time remaining to maturity, of up to 47.5260 shares of our common stock per $1,000 principal amount.

~~Prior to March 15, 2021, the 2023 Notes were not redeemable. On or after March 15, 2021, we~~We may redeem all or any portion of the 2023 Notes if the price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption. Any redemption would be payable in cash equal to 100% of the principal amount to be redeemed plus accrued and unpaid interest and a “make-whole premium” calculated as the present value of all remaining scheduled interest payments. ~~Holders of the 2023 Notes may convert any of their notes if we call the notes for redemption.~~ Holders of the 2023 Notes may also require us to repurchase the notes following a “fundamental change,” which includes a change of control or a termination of trading of our common stock (as defined in the indenture governing the 2023 Notes).

The indenture governing the 2023 Notes contains customary terms and covenants, including that upon certain events of default, the entire principal amount of and any accrued interest on the notes may be declared immediately due and payable. In the case of certain events of bankruptcy, insolvency or reorganization relating to us or a significant subsidiary, the principal amount of the 2023 Notes together with any accrued interest will become immediately due and payable.

The effective interest rate for the 2023 Notes is 4.8%. For each of the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, 2023 and 2022, total interest expense related to the 2023 Notes was ~~$0.4~~$0.3 million and ~~$1.1~~$0.7 million, respectively, with coupon interest expense of $0.3 million and ~~$0.9~~$0.6 million, respectively, and the amortization of debt issuance costs of $0.1 million for the nine-month period ended September 30, 2022. For the three- and nine-month periods ended September 30, 2021, total interest expense related to the 2023 Notes was $0.3 million and $1.0 million, respectively, with coupon interest expensesix-month periods.

Table of ~~$0.3 million and $0.9 million, respectively, and the amortization of issuance costs of $0.1 million for the nine-month period ended September 30, 2021.~~Contents

Convertible Senior Notes Due 2026 (“2026 Notes”)

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 February 15, 2021 until maturity. The 2026 Notes mature on February 15, 2026 unless earlier converted, redeemed or repurchased by us. The 2026 Notes are convertible by their holders at any time beginning November 17, 2025 at an initial conversion rate of 143.3795 shares of our common stock per $1,000 principal amount, which currently represents 28,675,900 potentially convertible shares at an initial conversion price of approximately $6.97 per share of common stock. Upon conversion, we have the right to satisfy our conversion obligation by delivering cash, shares of our common stock or any combination thereof.

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). 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.

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Prior to August 15, 2023, the 2026 Notes are not redeemable. On or after August 15, 2023, we may redeem all or any portion of the 2026 Notes if the price of our common stock has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period preceding our redemption notice. Holders of the 2026 Notes may convert any of their notes if we call the notes for redemption. 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. ~~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.

The effective interest rate for the 2026 Notes is 7.6%. For each of the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, 2023 and 2022, total interest expense related to the 2026 Notes was $3.7 million and ~~$11.1~~$7.4 million, respectively, with coupon interest expense of $3.4 million and ~~$10.1~~$6.8 million, respectively, and the amortization of debt issuance costs of $0.3 million and $1.0 million, respectively. For the three- and nine-month periods ended September 30, 2021, total interest expense related to the 2026 Notes was $3.7 million and $11.0 million, respectively, with coupon interest expense of $3.4 million and $10.1 million, respectively, and the amortization of debt issuance costs of $0.3 million and $0.9$0.6 million, respectively.

2026 Capped Calls

In connection with the 2026 Notes offering, we entered into capped call transactions (the “2026 Capped Calls”) with three separate option counterparties. The 2026 Capped Calls are for an aggregate of 28,675,900 shares of our common stock, which corresponds to the shares into which the 2026 Notes are initially convertible. 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 strike and cap prices are subject to certain adjustments. The 2026 Capped Calls are intended to offset some or all of the potential dilution to Helix common shares caused by any conversion of the 2026 Notes up to the cap price. 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 are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting Helix, including a merger, tender offer, nationalization, insolvency or delisting. 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 are recorded at their aggregate cost of $10.6 million as a reduction to common stock in the shareholders’ equity section of our condensed consolidated balance sheets.

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MARAD Debt

In 2005, Helix’s subsidiary CDI – Title XI issued its U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series, to refinance the construction financing originally granted in 2002 of the Q4000 vessel (the “MARAD Debt”). The MARAD Debt is guaranteed by the U.S. government pursuant to Title XI of the Merchant Marine Act of 1936, administered by the Maritime Administration (“MARAD”). The obligation of CDI Title XI to reimburse MARAD in the event CDI Title XI fails to repay the MARAD Debt is collateralized by the Q4000 and is guaranteed 50% by us. In addition, we have agreed to bareboat charter the Q4000 from CDI Title XI for so long as the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments, matures in February 2027 and bears interest at a rate of 4.93%. The agreements relating to the bonds and the terms and conditions of our obligations to MARAD in respect of the MARAD Debt are typical for U.S. government-guaranteed ship financing transactions, including customary restrictions on incurring additional liens on the Q4000 and trading restrictions with respect to the vessel as well as working capital requirements.

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Other

In accordance with the Amended ABL Facility, the 2023 Notes, the 2026 Notes and the MARAD Debt, we are required to comply with certain covenants, including minimum liquidity and a springing fixed charge coverage ratio (applicable under certain conditions that are currently not applicable) with respect to the Amended ABL Facility and the maintenance of net worth, working capital and debt-to-equity requirements with respect to the MARAD Debt. As of ~~September~~June 30, ~~2022,~~2023, we were in compliance with these covenants.

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.~~

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


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Interest expense	$	4,923	$	6,097	$	15,264	$	18,152	$	4,857	$	5,034	$	9,726	$	10,341
Interest income		(279)		(169)		(647)		(252)		(629)		(235)		(1,311)		(368)
Net interest expense	$	4,644	$	5,928	$	14,617	$	17,900	$	4,228	$	4,799	$	8,415	$	9,973

Note 7 — Income Taxes

We operate in multiple jurisdictions with complex tax laws subject to interpretation and judgment. We believe that our application of such laws and the tax impact thereof are reasonable and fairly presented in our condensed consolidated financial statements.

For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, 2023, we recognized income tax expense of $3.3 million and $1.3 million, respectively, resulting in effective tax rates of 31.8% and 40.1%, respectively. The effective tax rates for these periods were higher than the U.S. statutory rate primarily due to certain non-deductible expenses and non-creditable foreign income taxes. For the three- and six-month periods ended June 30, 2022, we recognized income tax expense of ~~$6.5~~$1.4 million and ~~$10.1~~$3.6 million, respectively, resulting in effective tax rates of ~~(53.0)~~(5.1)% and ~~(12.5)~~(5.2)%, respectively. For ~~these~~the three- and six-month periods ended June 30, 2022, our aggregate tax expense was greater than the aggregate tax benefit of our losses, ~~primarily due to non-creditable foreign income and deemed profit taxes as well as unbenefited tax losses,~~ resulting in negative effective tax rates. Furthermore, our mix of earnings was impacted by the acquisition of Alliance, resulting in increased U.S. earnings and tax expense as compared to the same periods in 2021. For the three- and nine-month periods ended September 30, 2021, we recognized income tax benefit of $1.1 million and $2.9 million, respectively, resulting in effective tax rates of 5.3% and 7.5%, respectively. These variances were primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as losses for which no financial statement benefits have been recognized.

Note 8 — Share Repurchase Programs

On February 20, 2023, we announced that our Board of Directors (our “Board”) authorized a new share repurchase program (the “2023 Repurchase Program”) under which we are authorized to repurchase up to $200 million issued and outstanding shares of our common stock. 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 (Note 11).

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The 2023 Repurchase Program has no set expiration date. Repurchases under the 2023 Repurchase Program are expected to be made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act. The manner, timing and amount of any purchase will be determined by management based on an evaluation of market conditions, stock price, liquidity and other factors. 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. The purchase of shares by us under the 2023 Repurchase Program is at our discretion and subject to prevailing financial and market conditions. Any repurchased shares are expected to be cancelled. During the six-month period ended June 30, 2023, we repurchased a total of 1,410,000 shares of our common stock for approximately $10.1 million or an average of $7.13 per share pursuant to the 2023 Repurchase Program.

Note 89 — Revenue from Contracts with Customers

Disaggregation of Revenue

Our revenues are primarily derived from short-term and long-term service contracts with customers. Our service contracts generally contain either provisions for specific time, material and equipment charges that are billed in accordance with the terms of such contracts (dayrate contracts) or lump sum payment provisions (lump sum contracts). We record revenues net of taxes collected from customers and remitted to governmental authorities. 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. Long-term contracts may include multi-year agreements whereby the commitment for services in any one year may be short in duration. The following table provides information about disaggregated revenue by contract duration (in thousands):


	Well				Shallow Water		Production		Intercompany			Total			Well				Shallow Water		Production		Intercompany		Total
	Intervention		Robotics		Abandonment		Facilities		Eliminations			Revenue			Intervention		Robotics		Abandonment		Facilities		Eliminations		Revenue
Three months ended September 30, 2022
Three months ended June 30, 2023														Three months ended June 30, 2023
Short-term	$	111,378	$	26,695	$	67,401	$	—	$	(135)		$	205,339		$	75,621	$	38,069	$	74,116	$	—	$	(26)	$	187,780
Long-term		32,547		29,487		—		18,448		(13,274)	��		67,208			78,600		31,981		2,190		23,128		(14,862)		121,037
Total	$	143,925	$	56,182	$	67,401	$	18,448	$	(13,409)		$	272,547		$	154,221	$	70,050	$	76,306	$	23,128	$	(14,888)	$	308,817

Three months ended September 30, 2021
Three months ended June 30, 2022														Three months ended June 30, 2022
Short-term	$	92,954	$	30,186	$	—	$	—	$	—		$	123,140		$	86,048	$	25,852	$	—	$	—	$	—	$	111,900
Long-term		38,360		12,437		—		18,552		(11,773)			57,576			20,243		23,998		—		17,678		(11,207)		50,712
Total	$	131,314	$	42,623	$	—	$	18,552	$	(11,773)		$	180,716		$	106,291	$	49,850	$	—	$	17,678	$	(11,207)	$	162,612

Nine months ended September 30, 2022
Six months ended June 30, 2023														Six months ended June 30, 2023
Short-term	$	288,772	$	73,684	$	67,401	$	—	$	(770)		$	429,087		$	153,388	$	73,274	$	123,497	$	—	$	(26)	$	350,133
Long-term		67,811		69,699		—		54,420		(35,733)			156,197			143,271		45,998		2,190		44,033		(26,724)		208,768
Total	$	356,583	$	143,383	$	67,401	$	54,420	$	(36,503)		$	585,284		$	296,659	$	119,272	$	125,687	$	44,033	$	(26,750)	$	558,901

Nine months ended September 30, 2021
Six months ended June 30, 2022														Six months ended June 30, 2022
Short-term	$	218,840	$	60,605	$	—	$	—	$	—		$	279,445		$	177,394	$	46,989	$	—	$	—	$	(635)	$	223,748
Long-term		178,547		35,825		—		49,217		(36,962)			226,627			35,264		40,212		—		35,972		(22,459)		88,989
Total	$	397,387	$	96,430	$	—	$	49,217	$	(36,962)		$	506,072		$	212,658	$	87,201	$	—	$	35,972	$	(23,094)	$	312,737

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Contract Balances

~~Accounts receivable are recognized when our right to consideration becomes unconditional.~~

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 assets are reflected in “Other current assets” in the accompanying condensed consolidated balance sheets (Note 4). Contract assets were ~~$0.7~~$7.1 million ~~at September~~as of June 30, ~~2022~~2023 and ~~$0.6~~$6.3 million atas of December 31, ~~2021.~~2022. We had no credit losses on our contract assets for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022~~2023 and ~~2021.~~2022.

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Contract liabilities are obligations to provide future services to a customer for which we have already received, or have the unconditional right to receive, the consideration for those services from the customer. Contract liabilities may consist of (i) advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term and/or (ii) amounts billed to the customer in excess of revenue recognized for lump sum contracts when the cost-to-cost method of revenue recognition is utilized. Contract liabilities are reflected as “Deferred revenue,” a component of “Accrued liabilities” and “Other non-current liabilities” in the accompanying condensed consolidated balance sheets (Note 4). Contract liabilities totaled ~~$20.8~~$23.6 million ~~at September~~as of June 30, ~~2022~~2023 and ~~$8.7~~$10.0 million atas of December 31, ~~2021.~~2022. Revenue recognized for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022~~2023 included ~~$2.7~~$9.4 million and ~~$7.0~~$8.0 million, respectively, that were included in the contract liability balance at the beginning of each period. Revenue recognized for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021~~2022 included ~~$4.0~~$3.5 million and ~~$6.7~~and $5.8 million, respectively, that were included in the contract liability balance at 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.

Performance Obligations

As of ~~September~~June 30, ~~2022, $758.4~~2023, $910.1 million related to unsatisfied performance obligations was expected to be recognized as revenue in the future, with ~~$162.0~~$454.5 million, ~~$426.4~~$453.1 million and ~~$170.0~~$2.5 million in ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025, respectively. These amounts include fixed consideration and estimated variable consideration for both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of our contracts, and the expected timing for revenue recognition is based on the estimated start date and duration of each contract according to the information known at ~~September~~June 30, ~~2022.~~2023.

For the ~~three- and nine-month~~three-and six-month periods ended ~~September~~June 30, ~~2022~~2023 and ~~2021,~~2022, revenues recognized from performance obligations satisfied (or partially satisfied) in previous periods were immaterial.

Contract Fulfillment Costs

Contract fulfillment costs consist of costs incurred in fulfilling a contract with a customer. Our contract fulfillment costs primarily relate to costs incurred for mobilization of personnel and equipment at the beginning of a contract and costs incurred for demobilization at the end of a contract. Mobilization costs are deferred and amortized ratably over the contract term (including anticipated contract extensions) based on the pattern of the provision of services to which the contract fulfillment costs relate. Demobilization costs are recognized when incurred at the end of the contract. Deferred contract costs are reflected as “Deferred costs,” a component of “Other current assets” and “Other assets, net” in the accompanying condensed consolidated balance sheets (Note 4). Our deferred contract costs totaled ~~$18.5~~$38.2 million ~~at September~~as of June 30, ~~2022~~2023 and ~~$3.3~~$20.4 million atas of December 31, ~~2021.~~2022. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022,~~2023, we recorded ~~$8.5~~$14.4 million and ~~$19.7~~$19.1 million, respectively, related to amortization of these deferred contract costs. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021,~~2022, we recorded ~~$11.7~~$6.6 million and ~~$31.6~~$11.2 million, respectively, related to amortization of these deferred contract costs. There were no associated impairment losses for any period presented.

For additional information regarding revenue recognition, see Notes 2 and 1211 to our ~~2021~~2022 Form 10-K.

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Note 910 — Earnings Per Share

We have shares of restricted stock issued and outstanding that are currently unvested. Because holders of shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our unrestricted common stock, we are required to compute basic and diluted earnings per share (“EPS”) under the two-class method in periods in which we have earnings. Under the two-class method, net income or loss attributable to common shareholders for each period is allocated based on the participation rights of both common shareholders and the holders of any participating securities as if earnings for the respective periods had been distributed. For periods in which we have a net loss we do not use the two-class method as holders of our restricted shares are not obligated to share in such losses.

Basic EPS is computed by dividing net income or loss ~~available to common shareholders~~ by the weighted average shares of our common stock outstanding. The calculation of diluted EPS is similar to that for basic EPS, except that the denominator includes dilutive common stock equivalents and the numerator excludes the effects of dilutive common stock equivalents, if any. The computations of the numerator (earnings or loss) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands):


	Three Months Ended			Three Months Ended			Three Months Ended			Three Months Ended
	September 30, 2022			September 30, 2021			June 30, 2023			June 30, 2022
	Income		Shares	Income		Shares	Income		Shares	Income		Shares
Basic and Diluted:
Net loss attributable to common shareholders	$	(18,763)		$	(19,043)
Net loss available to common shareholders	$	(18,763)	151,331	$	(19,043)	150,088
Basic:
Net income (loss)							$	7,100		$	(29,699)
Less: Undistributed earnings allocated to participating securities								(12)			—
Net income (loss) available to common shareholders, basic							$	7,088	150,791	$	(29,699)	151,205

Diluted:
Net income (loss) available to common shareholders, basic							$	7,088	150,791	$	(29,699)	151,205
Effect of dilutive securities:
Share-based awards other than participating securities								—	2,613		—	—
Net income (loss) available to common shareholders, diluted							$	7,088	153,404	$	(29,699)	151,205


	Nine Months Ended			Nine Months Ended			Six Months Ended			Six Months Ended
	September 30, 2022			September 30, 2021			June 30, 2023			June 30, 2022
	Income		Shares	Income		Shares	Income		Shares	Income		Shares
Basic and Diluted:
Net loss attributable to common shareholders	$	(90,493)		$	(35,630)
Less: Accretion of redeemable noncontrolling interests		—			(241)
Net loss available to common shareholders	$	(90,493)	151,226	$	(35,871)	150,018
Basic:
Net income (loss)							$	1,935		$	(71,730)
Less: Undistributed earnings allocated to participating securities								(3)			—
Net income (loss) available to common shareholders, basic							$	1,932	151,275	$	(71,730)	151,174

Diluted:
Net income (loss) available to common shareholders, basic							$	1,932	151,275	$	(71,730)	151,174
Effect of dilutive securities:
Share-based awards other than participating securities								—	2,598		—	—
Net income (loss) available to common shareholders, diluted							$	1,932	153,873	$	(71,730)	151,174

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We had net losses for the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022 and 2021.~~2022. Accordingly, our diluted EPS calculation for these periods excluded any assumed exercise or conversion of common stock equivalents. These common stock equivalents were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable periods. Shares that otherwise would have been included in the diluted per share calculations assuming we had earnings are as follows (in thousands):


	Three Months Ended		Nine Months Ended		Three Months Ended	Six Months Ended
	September 30,		September 30,		June 30,	June 30,
	2022	2021	2022	2021	2022	2022
Diluted shares (as reported)	151,331	150,088	151,226	150,018	151,205	151,174
Share-based awards	1,471	1,384	1,332	1,306	1,250	1,119
Total	152,802	151,472	152,558	151,324	152,455	152,293

The following potentially dilutive shares related to the 2022 Notes, the 2023 Notes and the 2026 Notes were excluded from the diluted EPS calculation as they were anti-dilutive (in thousands):


	Three Months Ended		Nine Months Ended		Three Months Ended		Six Months Ended
	September 30,		September 30,		June 30,		June 30,
	2022	2021	2022	2021	2023	2022	2023	2022
2022 Notes	—	2,519	803	2,519	—	—	—	1,211
2023 Notes	3,168	3,168	3,168	3,168	3,168	3,168	3,168	3,168
2026 Notes	28,676	28,676	28,676	28,676	28,676	28,676	28,676	28,676

We have outstanding restricted stock units (“RSUs”) (Note 11) as well as post-closing earn-out consideration related to the Alliance acquisition (Note 3) that can each be settled in either cash or shares of our common stock or a combination thereof, which are not included in the computation of diluted EPS as cash settlement is assumed.

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Note 1011 — Employee Benefit Plans

Long-Term Incentive Plan

As of ~~September~~June 30, ~~2022,~~2023, there were ~~4.1~~3.5 million shares of our common stock available for issuance under our 2005 Long-Term Incentive Plan, as amended and restated (the “2005 Incentive Plan”). During the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022,~~2023, the following grants of share-based awards were made under the 2005 Incentive Plan:

Grant Date

Fair Value

Date of Grant

Award Type

Shares/Units

Per Share/Unit

Vesting Period
January 1, 2022 ⁽¹⁾

RSU

1,065,705

$
3.12

33% per year over three years
January 4, 2022 ⁽¹⁾

PSU

1,065,705

$
4.25

100% on January 4, 2025
January 4, 2022 ⁽²⁾

Restricted stock

15,775

$
3.12

100% on January 1, 2024
April 1, 2022 ⁽²⁾

Restricted stock

14,710

$
4.78

100% on January 1, 2024
July 1, 2022 ⁽²⁾

Restricted stock

14,867

$
3.10

100% on January 1, 2024
September 22, 2022 ⁽³⁾

Restricted stock

19,328

$
4.38

100% on September 22, 2023


			Grant Date
			Fair Value
Date of Grant	Award Type	Shares/Units	Per Share/Unit		Vesting Period
January 1, 2023 ⁽¹⁾	RSU	506,436	$	7.38	33% per year over three years
January 3, 2023 ⁽¹⁾	PSU	489,498	$	9.26	100% on December 31, 2025
January 1, 2023 ⁽²⁾	Restricted stock	9,210	$	7.38	100% on January 1, 2025
April 1, 2023 ⁽²⁾	Restricted stock	7,267	$	7.74	100% on January 1, 2025

(1)	Reflects grants to our executive officers.

(2)

Reflects grants to certain independent members of our Board ~~of Directors (our “Board”)~~ who have elected to take their quarterly fees in stock in lieu of cash, of which 8,013 shares granted on January 4, 2022 and 5,230 shares granted on April 1, 2022 vested upon the approval of our Board’s Compensation Committee in connection with the departure of an independent director during the second quarter 2022.

~~(3)~~

~~Reflects restricted stock grants made to two new independent members of our Board in connection with their appointment to our Board.~~cash.

Compensation cost for restricted stock is the product of the grant date fair value of each share and the number of shares granted and is recognized over the applicable vesting period on a straight-line basis. Forfeitures are recognized as they occur. No restricted stock awards have been granted to our executive officers or other employees ~~in 2022.~~since 2020. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022, $0.5~~2023, $0.3 million and ~~$1.9~~$0.6 million, respectively, were recognized as share-based compensation related to restricted stock. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021,~~2022, $0.8 million and ~~$2.5~~$1.4 million, respectively, were recognized as share-based compensation related to restricted stock.

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Our performance share units (“PSUs”) ~~that were~~ granted prior to 2021 ~~are to be~~were settled solely in shares of our common stock and ~~are~~were accounted for as equity awards. ~~Those PSUs, which contain a service and a market condition, are based on the performance of our common stock against peer group companies.~~ Our PSUs granted beginning in January 2021 may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee of our Board and have been accounted for as equity awards. Those PSUs consist of two components: (i) 50% based on the performance of our common stock against peer group companies, which component contains a service and a market condition, and (ii) 50% based on cumulative total Free Cash Flow, which component contains a service and a performance condition. Free Cash Flow is calculated as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Our PSUs cliff vest at the end of a three-year period with the maximum amount of the award being 200% of the original PSU awards and the minimum amount being zero.

For PSUs ~~that have~~with a service and a market condition ~~and~~that are accounted for as equity awards, compensation cost is measured based on the grant date estimated fair value determined using a Monte Carlo simulation model and subsequently recognized over the vesting period on a straight-line basis. For PSUs ~~that have~~with a service and a performance condition ~~and~~that are accounted for as equity awards, compensation cost is initially measured based on the grant date fair value. Cumulative compensation cost is subsequently adjusted at the end of each reporting period to reflect the current estimation of achieving the performance condition. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022, $1.5~~2023, $1.2 million and ~~$3.6~~$2.4 million, respectively, were recognized as share-based compensation related to ~~equity~~ PSUs. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021, $1.0~~2022, $1.1 million and ~~$3.1~~$2.1 million, respectively, were recognized as share-based compensation related to ~~equity~~ PSUs. In January ~~2022,~~2023, based on the performance of our common stock price as compared to our performance peer group over a three-year period, ~~559,150 equity~~369,938 PSUs granted in ~~2019~~2020 vested at ~~157%~~77%, representing ~~876,469~~285,778 shares of our common stock with a total market value of ~~$3.2~~$3.6 million.

~~Table of Contents~~

Our ~~restricted stock units (“RSUs”)~~currently outstanding RSUs may be settled in either cash or shares of our common stock upon vesting at the discretion of the Compensation Committee and have been accounted for as liability awards. Liability RSUs are measured at their estimated fair value atbased on the closing share price of our common stock as of each balance sheet date, and subsequent changes in the fair value of the awards are recognized in earnings for the portion of the award for which the requisite service period has elapsed. Cumulative compensation cost for vested liability RSUs equals the actual payout value upon vesting. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022, $0.7~~2023, $1.2 million and ~~$1.5~~$2.4 million, respectively, were recognized as compensation cost. ~~Compensation cost recognized for the three-month period ended September 30, 2021 was minimal.~~ For the ~~nine-month period~~three- and six-month periods ended ~~September~~June 30, ~~2021, $0.4~~2022, $0.2 million ~~was~~and $0.8 million, respectively, were recognized as compensation cost.

In ~~2022~~2023 and ~~2021,~~2022, we granted fixed-value cash awards of ~~$5.4~~$6.0 million and ~~$3.5~~$5.5 million, respectively, to select management employees under the 2005 Incentive Plan. The value of these cash awards is recognized on a straight-line basis over a vesting period of three years. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022, $1.1~~2023, $1.2 million and ~~$3.2~~$2.4 million, respectively, were recognized as compensation cost. For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2021, $1.0~~2022, $1.1 million and ~~$3.0~~$2.1 million, respectively, were recognized as compensation cost.

Defined Contribution ~~Plan~~Plans

We sponsor a defined contribution 401(k) retirement ~~plan. Our discretionary contributions are~~plan (the “401(k) Plan”) in the ~~form of cash and consist of a 50% match of each participant’s~~U.S. as well as various other defined contribution ~~up to 5% of the participant’s salary. Our discretionary contributions were suspended for 2021 and re-activated beginning January 2022. For~~plans globally. During the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, 2023, we made contributions to our defined contribution plans totaling $1.0 million and $2.1 million, respectively. During the three- and six-month periods ended June 30, 2022, we made ~~$0.4~~contributions to our defined contribution plans totaling $0.7 million and ~~$1.1~~$1.5 million, ~~respectively, in contributions to the 401(k) plan.~~respectively.

Employee Stock Purchase Plan

We have an employee stock purchase plan (the “ESPP”). As of ~~September~~June 30, ~~2022, 1.4~~2023, 1.2 million shares were available for issuance under the ESPP. The ESPP currently has a purchase limit of 260 shares per employee per purchase period.

For more information regarding our employee benefit plans, including the 2005 Incentive Plan, the 401(k) Plan and the ESPP, see Note 1413 to our ~~2021~~2022 Form 10-K.

~~Note 11 — Business Segment Information~~

Through the second quarter 2022, we had three reportable business segments: Well Intervention, Robotics and Production Facilities. Beginning in the third quarter 2022 as a result of the Alliance acquisition (Note 3), we formed a new reportable business segment: Shallow Water Abandonment. Our U.S., U.K. and Brazil Well Intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes. Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing production enhancement or decommissioning operations primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa. Our well intervention vessels include the ~~Q4000~~~~, the~~ ~~Q5000~~~~, the~~ ~~Q7000~~~~, the~~ ~~Seawell~~~~, the~~ ~~Well Enhancer~~~~, and the~~ ~~Siem Helix 1~~ ~~and~~ ~~Siem Helix 2~~ chartered vessels. Our well intervention equipment includes intervention systems, some of which we provide on a stand-alone basis. Our Robotics segment provides offshore construction, trenching, seabed clearance and IRM services to both the oil and gas and the renewable energy markets globally. Additionally, our Robotics services are used in and complement our well intervention services. Our Robotics segment mainly includes ROVs, trenchers and robotics support vessels under term charters as well as spot vessels as needed. Our Production Facilities segment includes the ~~HP I~~, the HFRS and our ownership of oil and gas properties (Note 12). Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries in the Gulf of Mexico shelf, including offshore oil field decommissioning and ‎reclamation, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services. Our Shallow Water Abandonment segment operates a diversified fleet of marine assets including liftboats, OSVs, DSVs, a heavy lift derrick barge, a crew boat, P&A systems, coiled tubing systems and other miscellaneous assets. All material intercompany transactions between the segments have been eliminated.

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Note 12 — Business Segment Information

Through the second quarter 2022, we had three reportable business segments: Well Intervention, Robotics and Production Facilities. Our U.S., U.K. and Brazil Well Intervention operating segments are aggregated into the Well Intervention segment for financial reporting purposes. Beginning in the third quarter 2022 as a result of the Alliance acquisition (Note 3), we formed a new reportable business segment: Shallow Water Abandonment, which includes the assets, liabilities and operating results of Helix Alliance. All material intercompany transactions between the segments have been eliminated. See Note 2 for more information on our business segments.

We evaluate our performance based on operating income of each reportable segment. Certain financial data by reportable segment are summarized as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net revenues —
Well Intervention	$	143,925	$	131,314	$	356,583	$	397,387	$	154,221	$	106,291	$	296,659	$	212,658
Robotics		56,182		42,623		143,383		96,430		70,050		49,850		119,272		87,201
Shallow Water Abandonment		67,401		—		67,401		—		76,306		—		125,687		—
Production Facilities		18,448		18,552		54,420		49,217		23,128		17,678		44,033		35,972
Intercompany eliminations		(13,409)		(11,773)		(36,503)		(36,962)		(14,888)		(11,207)		(26,750)		(23,094)
Total	$	272,547	$	180,716	$	585,284	$	506,072	$	308,817	$	162,612	$	558,901	$	312,737

Income (loss) from operations —
Well Intervention	$	(1,304)	$	(13,343)	$	(55,610)	$	(14,819)	$	3,380	$	(22,548)	$	(4,763)	$	(54,306)
Robotics		11,708		4,936		22,854		2,257		17,467		9,666		22,561		11,146
Shallow Water Abandonment		16,320		—		16,320		—		19,762		—		26,584		—
Production Facilities		6,068		5,089		17,964		16,285		7,774		6,045		12,931		11,896
Segment operating income (loss)		32,792		(3,318)		1,528		3,723		48,383		(6,837)		57,313		(31,264)
Change in fair value of contingent consideration										(10,828)		—		(14,820)		—
Corporate, eliminations and other		(20,566)		(7,013)		(41,255)		(25,550)		(17,350)		(12,139)		(30,591)		(20,689)
Total	$	12,226	$	(10,331)	$	(39,727)	$	(21,827)	$	20,205	$	(18,976)	$	11,902	$	(51,953)

Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Well Intervention	$	4,303	$	4,267	$	12,046	$	17,060	$	6,873	$	3,893	$	11,342	$	7,743
Robotics		8,971		7,506		24,322		19,902		7,989		7,314		15,382		15,351
Shallow Water Abandonment		135		—		135		—		26		—		26		—
Total	$	13,409	$	11,773	$	36,503	$	36,962	$	14,888	$	11,207	$	26,750	$	23,094

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.~~segments, most notably the majority of our cash and cash equivalents. The following table reflects total assets by reportable segment (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Well Intervention	$	1,769,705	$	2,012,214	$	1,832,507	$	1,796,269
Robotics		172,521		96,249		188,267		192,694
Shallow Water Abandonment		200,987		—		232,142		206,944
Production Facilities		138,921		119,004		120,025		136,382
Corporate and other		73,363		98,561		50,904		57,049
Total	$	2,355,497	$	2,326,028	$	2,423,845	$	2,389,338

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Note 1213 — Asset Retirement Obligations

~~Asset~~Our asset retirement obligations (“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. AROs are recorded initially at fair value and consist of estimated costs for subsea infrastructure decommissioning and P&A activities associated with our oil and gas properties. The estimated costs are discounted to present value using a credit-adjusted risk-free discount rate. After its initial recognition, an ARO liability is increased for the passage of time as accretion expense, which is a component of our depreciation and amortization expense. An ARO liability may also change based on revisions in estimated costs and/or timing to settle the obligations.

~~Our existing AROs relate to our Droshky oil and gas properties that~~In August 2022, we ~~acquired~~acqured from ~~Marathon Oil Corporation~~MP Gulf of Mexico, LLC (“~~Marathon Oil”~~MP GOM”) in January 2019. In connection with assuming the P&A obligations related to those assets, we are entitled to receive agreed-upon amounts from Marathon Oil as the P&A work is completed. Our ARO additions in the third quarter 2022 and, a ~~corresponding asset~~joint venture controlled by Murphy Exploration & Production Company – USA, all of ~~$23.6 million relate to~~ MP GOM’s 62.5% interest in the Thunder Hawk Field, ~~that we acquired~~ in ~~August 2022~~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 2)4). The following table describes the changes in our AROs (in thousands):


	2022		2021		2023		2022
AROs at January 1,	$	29,658	$	30,913	$	51,956	$	29,658
Liability incurred during the period		23,601		—
Revisions in estimates		—		(2,631)
Accretion expense		1,465		736		2,364		1,303
AROs at September 30,	$	54,724	$	29,018
AROs at June 30,					$	54,320	$	30,961

Note 1314 — Commitments and Contingencies and Other Matters

Commitments

~~We have~~Our Well Intervention segment has long-term charter agreements with Siem Offshore AS for the Siem Helix 1 and Siem Helix 2 ~~vessels. During the first quarter 2022, the charter agreements for the~~ ~~Siem Helix~~1 ~~and the~~ ~~Siem Helix~~2 ~~were extended to~~vessels expiring in February 2025 and February 2027, respectively, with ~~further~~ options to extend. ~~We have~~Our Robotics segment has vessel charters for the Grand Canyon II, the Grand Canyon III, the Shelia Bordelon, the Glomar Wave, the Horizon Enabler and the Siem Topaz. Our time charter agreements for the Grand Canyon II and Grand Canyon III vessels ~~which were extended during the third quarter 2022 to~~expire in December 2027 and May 2028, respectively, with ~~further~~ options to ~~renew. During~~renew the ~~first quarter 2022,~~Grand Canyon III. Our time charter agreement for the Shelia Bordelon in the Gulf of Mexico expires in June 2024. In January 2023, we ~~executed short-term time~~entered into a three-year charter agreement for the Glomar Wave in the North Sea with options to extend. Our charter agreements for the Horizon Enabler in the North Sea and the ~~Shelia Bordelon~~Siem Topaz in ~~the Gulf of Mexico. During the third quarter 2022, the charter agreement for the~~ ~~Shelia Bordelon~~ ~~was extended to June 2024.~~Asia Pacific are short-term in nature.

Contingencies and Claims

Our contingent consideration liability resulting from the Alliance acquisition is subject to risk, through the remainder of the contingency period, which ends on December 31, 2023, as a result of changes in our probability weighted discounted cash flow model, which is based on internal forecasts, and changes in weighted average discount rate, which is derived from market data.

We believe that there are currently no other contingencies that would have a material adverse effect on our financial position, results of operations or cash flows.

Litigation

We are involved in various legal proceedings, some involving claims under the General Maritime Laws of the United States and the Merchant Marine Act of 1920 (commonly referred to as the Jones Act). In addition, from time to time we receive other claims, such as contract and employment-related disputes, in the normal course of business.

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We are currently involved in several lawsuits filed by current and former offshore employees seeking overtime compensation. These suits are brought as collective actions and are in various stages of ~~litigation.~~litigation in federal district courts. We appealed one such lawsuit to the United States Supreme Court, which issued a ruling adverse to us in the first quarter 2023 that has implications for similar lawsuits in which we are involved. In ~~one such~~a separate lawsuit, during the third quarter ~~2021~~2022 the United States Court of Appeals for the Fifth Circuit ~~(the “Fifth Circuit”)~~ issued aan adverse ruling ~~adverse~~that is likely to ~~us that may~~ have implications for ~~some of the~~ other cases in which we are involved, as well as the way offshore personnel are compensated throughout our industry. We further appealed that matter to the United States Supreme Court, which heard oral arguments in October 2022. In another such lawsuit, during the third quarter 2022 the Fifth Circuit issued a separate adverse ruling that may also have implications for some of the other casessimilar lawsuits in which we are involved. We continue to vigorously defend these ~~lawsuits. Notwithstanding~~lawsuits, and notwithstanding that we believe we retain valid defenses, we have established a liability in each of these matters. The final outcome of these matters remains uncertain, and the ultimate liability to us could be more or less than the liability established.

Note 1415 — Statement of Cash Flow Information

We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of three months or less. We classify cash as restricted when there are legal or contractual restrictions for its withdrawal. The following table provides supplemental cash flow information (in thousands):


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2022		2021		2023		2022
Interest paid	$	18,143	$	19,945	$	8,616	$	9,550
Income taxes paid(1)		6,631		6,771		4,243		4,381

(1)	Exclusive of any income tax refunds.

Our capital additions include the acquisition of property and equipment for which payment has not been made. These non-cash capital additions totaled $0.1 million at June 30, 2023 and $0.3 million at ~~September 30, 2022 and~~ December 31, ~~2021.~~

Non-cash investing activities for the nine-month period ended September 30, 2022 also included $26.7 million in estimated fair value of contingent earn-out consideration as of July 1, 2022, the date of the Alliance acquisition (Note 3).2022.

Note 1516 — Allowance for Credit Losses

We estimate current expected credit losses on our accounts receivable at each reporting date based on our credit loss history, adjusted for current factors including global economic and business conditions, offshore energy industry and market conditions, customer mix, contract payment terms and past due accounts receivable.

The following table sets forth the activity in our allowance for credit losses (in thousands):


	2022		2021		2023		2022
Balance at January 1,	$	1,477	$	3,469	$	2,277	$	1,477
Additions (reductions) ⁽¹⁾		710		(213)
Write-offs ⁽²⁾		—		(1,846)
Balance at September 30,	$	2,187	$	1,410
Additions ⁽¹⁾						689		86
Balance at June 30,					$	2,966	$	1,563

(1)

Additions ~~(reductions)~~ in allowance for credit losses reflect credit loss reserves ~~(releases)~~ during the respective periods. ~~Additions during the third quarter 2022 primarily reflected adjustments to the allowance for credit losses due to increases in our expected credit losses as a result of the Alliance acquisition.~~

~~(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.~~

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Note 1617 — Fair Value Measurements

Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments.

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


	Fair Value at September 30, 2022								Fair Value at June 30, 2023
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Liabilities:
Contingent consideration		—		—		29,364		29,364		—		—		57,574		57,574

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Contingent consideration liability related to the Alliance acquisition (Note 3) is measured at fair value using Level 3 unobservable inputs at the end of each reporting ~~period and changes in its estimated fair value are recorded in earnings until the liability is settled.~~period. The fair value of the estimated contingent consideration is determined based on our evaluation of the probability and amount of ~~earnout~~earn-out that may be achieved based on expected future performance of Helix Alliance. The Monte Carlo simulation model is used to calculate the estimated ~~earnout~~earn-out payment, which is then discounted to present value based on the expected payment date of the contingent consideration. The ~~weighted-average volatility was 47.5% and the weighted average discount rate was estimated to be 9.2% at September 30, 2022. The~~ changes in the fair value of contingent consideration are as ~~follows:~~follows (in thousands):


	2022		2023
Balance at July 1,	$	26,700
Balance at January 1,			$	42,754
Change in fair value		2,664		14,820
Balance at September 30,	$	29,364
Balance at June 30,			$	57,574

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


	September 30, 2022				December 31, 2021				June 30, 2023				December 31, 2022
	Principal		Fair		Principal		Fair		Principal		Fair		Principal		Fair
	Amount ⁽¹⁾		Value ⁽²⁾		Amount ⁽¹⁾		Value ⁽²⁾		Amount ⁽¹⁾		Value ⁽²⁾		Amount ⁽¹⁾		Value ⁽²⁾
MARAD Debt (matures February 2027)	$	40,913	$	40,496	$	48,850	$	52,481
2022 Notes (matured May 2022)		—		—		35,000		34,794
2023 Notes (mature September 2023)		30,000		29,504		30,000		29,054	$	30,000	$	30,097	$	30,000	$	31,149
2026 Notes (mature February 2026)		200,000		205,754		200,000		200,562		200,000		265,598		200,000		277,014
MARAD Debt (matures February 2027)										36,797		36,912		40,913		40,940
Total debt	$	270,913	$	275,754	$	313,850	$	316,891	$	266,797	$	332,607	$	270,913	$	349,103

(1)	Principal amount includes current maturities and excludes any related unamortized debt issuance costs. See Note 6 for additional disclosures on our long-term debt.

(2)

The estimated fair value of the ~~2022 Notes, the~~ 2023 Notes, ~~and~~ the 2026 Notes ~~was determined using Level 1 fair value inputs under the market approach. The fair value of~~and the MARAD Debt was ~~estimated~~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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS

This Quarterly Report on Form 10-Q contains or incorporates by reference various statements that contain forward-looking information regarding Helix and represent our current expectations or forecasts of future events. This forward-looking information is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995 as set forth in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements included herein or incorporated by reference herein that are predictive in nature, that depend upon or refer to future events or conditions, or that use terms and phrases such as “achieve,” “anticipate,” “believe,” “estimate,” “budget,” “expect,” “forecast,” “plan,” “project,” “propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,” “continue,” “may,” “potential,” “should,” “could” and similar terms and phrases are forward-looking statements although not all forward-looking statements contain such identifying words. Included in forward-looking statements are, among other things:

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statements regarding our business strategy, corporate initiatives and any other business plans, forecasts or objectives, any or all of which are subject to change;

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statements regarding projections of revenues, gross margins, expenses, earnings or losses, working capital, debt and liquidity, ~~capital~~future operations expenditures or other financial items;

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statements regarding our backlog and commercial contracts and rates thereunder;

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statements regarding our ability to enter into and/or perform commercial contracts, including the scope, timing and outcome of those contracts;

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statements regarding the spot market, the continuation of our current backlog, visibility and future utilization, our spending and cost ~~reduction plans~~management efforts and our ability to manage changes, ~~and the COVID-19 pandemic and~~ oil price volatility and ~~their respective~~its effects and results on the foregoing as well as our protocols and plans;

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statements regarding energy transition and energy security;

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statements regarding our ability to identify, effect and integrate acquisitions, joint ventures or other transactions;

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statements regarding the acquisition, construction, completion, upgrades to or maintenance of vessels, systems or equipment and any anticipated costs or downtime related thereto;

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statements regarding any financing transactions or arrangements, or our ability to enter into such transactions or arrangements;

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statements regarding potential legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;

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statements regarding our trade receivables and their collectability;

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statements regarding potential developments, industry trends, performance or industry ranking;

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statements regarding our ESG initiatives and the successes thereon or regarding our environmental efforts, including greenhouse gas emissions targets;

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statements regarding global, market or investor sentiment with respect to fossil fuels;

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statements regarding our existing activities in, and future expansion into, the offshore renewable energy market;

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statements regarding general economic or political conditions, whether international, national or in the regional or local markets in which we do business;

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statements regarding our human capital resources, including our ability to retain our senior management and other key employees;

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statements regarding our share repurchase authorization or program;

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statements regarding the underlying assumptions related to any projection or forward-looking statement; and

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any other statements that relate to non-historical or future information.

Although we believe that the expectations reflected in our forward-looking statements are reasonable and are based on reasonable assumptions, they do involve risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include:

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the impact of domestic and global economic conditions and the future impact of such conditions on the offshore energy industry and the demand for our services;

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the general impact of oil and gas price volatility and the cyclical nature of the oil and gas market;

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the potential effects of regional tensions that have escalated or may escalate, including into conflicts or wars, and their impact on the global economy, oil and gas market, our operations, international trade, or our ability to do business with certain parties or in certain regions, and any governmental sanctions resulting therefrom;

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the results ~~and effects of the COVID-19 pandemic and actions by governments, customers, suppliers and partners with respect thereto;~~

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~~the results~~ of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, or the determination not to pursue or effect such initiatives;

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the results of acquired properties;

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the impact of inflation and our ability to recoup rising costs in the rates we charge to our customers;

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the impact of our ability to secure and realize backlog, including any potential cancellation, deferral or modification of our work or contracts by our customers;

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the ability to effectively bid, renew and perform our contracts, including the impact of equipment problems or failure;

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the impact of the imposition by our customers of rate reductions, fines and penalties with respect to our operating assets;

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the performance of contracts by suppliers, customers and partners;

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the results of our continuing efforts to control costs and improve performance;

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unexpected future ~~capital~~operations expenditures, including the amount and nature thereof;

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the effectiveness and timing of our vessel and/or system upgrades, regulatory ~~recertification~~certification and inspection as well as major maintenance items;

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operating hazards, including unexpected delays in the delivery, chartering or customer acceptance, and terms of acceptance, of our assets;

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the effect of adverse weather conditions and/or other risks associated with marine operations;

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the impact of foreign currency exchange controls, potential illiquidity of those currencies and exchange rate fluctuations;

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the effects of our indebtedness, our ability to comply with debt covenants and our ability to reduce capital commitments;

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~~the results of our continuing efforts to control costs and improve performance;~~

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the success of our risk management activities, including with respect to our cybersecurity initiatives;

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the effects of competition;

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the availability of capital (including any financing) to fund our business strategy and/or operations;

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the effectiveness of our ESG initiatives and disclosures;

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the impact of current and future laws and governmental regulations and how they will be interpreted or enforced, including related to fossil fuel production, decommissioning, and litigation and similar claims in which we may be involved;

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the future impact of international activity and trade agreements on our business, operations and financial condition;

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~~the impact of foreign currency exchange controls, potential illiquidity of those currencies and exchange rate fluctuations;~~

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the effectiveness of any future hedging activities;

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the potential impact of a negative event related to our human capital resources, including a loss of one or more key employees;

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the impact of general, market, industry or business conditions; and

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the factors generally described in Item 1A. Risk Factors in our ~~2021~~2022 Form 10-K.

Our actual results could also differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our ~~2021~~2022 Form 10-K. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

We caution you not to place undue reliance on forward-looking statements. Forward-looking statements are only as of the date they are made, and other than as required under the securities laws, we assume no obligation to update or revise forward-looking statements, all of which are expressly qualified by the statements in this section, or provide reasons why actual results may differ. All forward-looking statements, express or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We urge you to carefully review and consider the disclosures made in this Quarterly Report and our reports filed with the SEC and incorporated by reference in our ~~2021~~2022 Form 10-K that attempt to advise interested parties of the risks and factors that may affect our business.

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EXECUTIVE SUMMARY

Our Business

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 ~~robotics~~full-field decommissioning operations. Our services are centered on a three-legged business model well positioned for a global energy transition by maximizing production of ~~remaining~~existing oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas ~~reserves and supporting renewable energy developments.~~fields. Our well intervention fleet includes seven purpose-built well intervention vessels and 1012 intervention systems. Our robotics equipment includes 4039 work-class ROVs, ~~four~~seven trenchers ~~one ROVDrill~~ and ~~one~~the IROV boulder grab. We charter robotics support vessels on ~~both~~ long-term, short-term, flexible and spot bases to facilitate our ROV and trenching operations. ~~Our well intervention and robotics operations are geographically dispersed throughout the world.~~ Our Production Facilities segment includes the HP I, the HFRS and our ownership of mature oil and gas ~~properties including the recently acquired interest in the Thunder Hawk Field.~~properties. On July 1, 2022, we completed our acquisition of Alliance and in the third quarter 2022 formed a new reporting segment ~~in the third quarter 2022~~ comprised of the Helix Alliance business. Our new Shallow Water Abandonment segment includes 10nine liftboats, six OSVs, three DSVs, one ~~1760T~~ heavy lift derrick barge, one crew boat, 1415 marketable P&A systems (with the ability to scale up to 20 systems) and six coiled tubing systems.

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Economic Outlook and Industry Influences

Demand for our services is primarily influenced by the condition of the oil and gas and the renewable energy markets and, in particular, the willingness of offshore energy companies to spend on operational activities and capital projects. The performance of our business is largely affected by the prevailing market prices for oil and natural gas, which are impacted by domestic and global economic conditions, hydrocarbon production and capacity, geopolitical issues, weather, global health, and various other factors.

Oil prices reached ten-year highs during the middle of 2022 and ~~gas prices~~have since experienced ~~increased volatility and~~ moderate declines ~~from recent highs in the first half of 2022. Meanwhile, global~~and volatility. Global demand ~~continued~~for oil continues to recover ~~and~~as supply ~~was disrupted~~has been impacted by regional ~~conflicts. The outlook for sustained high oil prices should lead~~conflicts and decisions by members of the Organization of Petroleum Exporting Countries (“OPEC) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) related to ~~higher~~production. We expect the current market conditions will maintain continued customer spending for the industry. ~~However, despite~~Despite the current ~~strong~~ commodity price environment, there ~~are broad~~remain headwinds to commodity price ~~stability. These headwinds include~~stability, including those regional conflicts, further OPEC+ decisions, high inflation and in particular governments’ and central banks’ efforts to control inflation, which may taper economic growth, ~~ongoing COVID-related uncertainties,~~ various governmental and customer ESG initiatives and continued shifting of resource allocation to renewable ~~energy.~~energy, and the impact of market confidence in light of turmoil within the banking industry. We expect these factors will continue to contribute to commodity price volatility ~~and may~~with the potential to temper customer spending for oil and gas projects.

We are subject to the effects of changing prices. Inflation rates have been relatively low and stable over the previous three decades; however, inflation rates have risen significantly since 2021. Although we may be able to mitigate our exposure to price increases through the rates we charge, we bear the costs of operating and maintaining our assets, including labor and material costs as well as recertification and dry dock costs. While the cost outlook is not certain, we believe that we can manage these inflationary pressures by through the rates we charge and by actively pursuing internal cost management efforts. However, competitive market pressures may affect our ability to recoup these price increases through our rates, which may result in reductions in our operating margins and cash flows. The recent high inflation rates seen in various major economies have resulted in central banks’ tightening of monetary policies. These concerns have contributed to stock market volatility as well as higher interest rates, which could provide a strained macroeconomic outlook and in turn affect energy markets.

We maximize production of existing oil and gas reserves for our customers primarily in our Well Intervention segment. Historically, drilling rigs have been the asset class used for offshore well intervention work, and rig day rates are a pricing indicator for our services. Our customers have used drilling rigs on existing long-term contracts (rig overhang) to perform well intervention work instead of new drilling activities. Current volumes of work, rig utilization rates, the day rates quoted by drilling rig contractors and existing rig overhang affect the utilization and/or rates we can achieve for our assets and services.

The COVID-19 pandemic resulted in new market dynamics and challenges to us, including contributing significantly to oil and gas price volatility and increased costs related to our supply chain, logistics and human capital resources. While the full impact of the COVID-19 pandemic, including the duration of its impact on economic activity, remains unknown, we expect such impact may continue into the foreseeable future, including affecting our customers’ willingness to commit to future spending, limiting access to and use of capital, disrupting supply chains and increasing costs, and negatively affecting human capital resources.

Over the near-term, aswe are seeing oil and gas companies ~~evaluate their budgetary spend allocations, we expect they may be weighted towards short-cycle production enhancement of existing wells rather than~~investing in new long-cycle exploration projects asin addition to maintaining and/or increasing production from their existing reserves. As historically production enhancement through well intervention is less expensive per incremental barrel of oil than ~~exploration. Over the longer term,~~exploration, we ~~continue to~~ expect oil and gas companies to ~~increasingly~~continue to focus on optimizing production of their existing subsea wells. Moreover, as the subsea tree base expands and ages and customers shift resources to renewable energy, the demand for P&A services should persist. Our well intervention and robotics operations service the lifecycle of an oil and gas field and provide P&A services at the end of the life of a field as required by governmental regulations, and we believe that we have a competitive advantage in performing these services efficiently.

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We expect the fundamentals for our business will remain favorable over the longer term as the need to prolong well life in oil and gas production ~~and safely decommission end-of-life wells are~~is the primary ~~drivers~~driver of demand for our production enhancement services. This expectation is based on multiple factors, including (1) maintaining the optimal production of a well through enhancement is fundamental to maximizing the overall economics of well production; (2) our services offer commercially viable alternatives for reducing the finding and development costs of reserves as compared to new drilling; and (3) extending the production of offshore wells not only maximizes a well’s production economics but also enables the financial benefit of delaying P&A costs, which can be substantial.

We support the energy transition to renewables through our services in offshore wind farm developments, primarily including subsea cable trenching and burial as well as seabed clearance and preparation services. Demand for our services in the renewable energy market is affected by various factors, including the pace of consumer shift towards renewable energy sources, global electricity demand, technological advancements that increase the ~~production~~generation and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water and other regions, and government subsidies for renewable energy projects.

We ~~are subject~~expect growth in our renewables services as the energy market transitions to continued renewable energy developments.

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Once end-of-life oil and gas wells have depleted their production, we decommission wells and infrastructure in our Well Intervention and Shallow Water Abandonment segments. As the ~~effects~~subsea tree base expands and ages and customers shift resources to renewable energy, the demand for P&A services should persist. Our operations service the life cycle of ~~changing prices. Inflation rates have been relatively low~~an oil and ~~stable over~~gas field and provide P&A and decommissioning services at the ~~previous three decades; however, in 2021 due in part to supply chain disruptions and the effects~~end of the ~~COVID-19 pandemic, inflation rates began to rise significantly~~life of a field as required by governmental regulations, and remained high through the second quarter 2022. Although we are able to mitigate our exposure to price increases through the rates we charge, we bear the costs of operating and maintaining our assets, including labor and material costs as well as recertification and dry dock costs. While the cost outlook is not certain, we believe that we ~~can manage~~have a competitive advantage in performing these ~~inflationary pressures by introducing appropriate sales~~services efficiently.

The COVID-19 pandemic resulted in unprecedented market dynamics and challenges to us, including contributing significantly to oil and gas price ~~adjustments~~volatility and ~~by actively pursuing internal cost reduction efforts. However, competitive market pressures may affect~~increased costs related to our ~~ability~~supply chain, logistics and human capital resources. Although the World Health Organization ended the global public health emergency status for COVID-19 in May 2023, we could experience either a resurgence of COVID-19 or a new pandemic that could significantly impact economic activity, our customers’ willingness to ~~recoup these price increases through the rates we charge, which may result in reductions in our operating margins~~commit to future spending, access to and ~~cash flows in the future. The recent high~~use of capital, supply chains, inflation rates seen in various major economies have caused concerns for central banks’ tightening of monetary policies. These concerns have contributed to stock market volatility as well as higher interest rates, which, combined with ongoing regional conflicts and ~~unrest and continued COVID-related disruptions throughout the globe, could provide a strained macroeconomic outlook and in turn affect energy markets.~~human capital resources.

Backlog

We define backlog as firm commitments represented by signed contracts. As of ~~September~~June 30, ~~2022,~~2023, our consolidated backlog totaled ~~$758~~approximately $910 million, of which ~~$162~~$455 million is expected to be performed over the remainder of ~~2022.~~2023. Our ~~contract~~various contracts with Shell globally, our contracts with Trident ~~Energy Do Brasil LTDA. to provide P&A services offshore~~and Petrobras in Brazil, our contracts with ~~the~~ ~~Siem Helix~~1 ~~chartered vessel, our contract with Petróleo Brasileiro S.A. (“Petrobras”) to provide well intervention services offshore Brazil with the~~ ~~Siem Helix~~2 ~~chartered vessel, our well intervention contract with Shell Offshore Inc. for the~~ ~~Q5000~~Repsol globally, and our ~~fixed fee~~ agreement for the HP I in the Gulf of Mexico represented approximately ~~58%~~57% of our total backlog as of ~~September~~June 30, ~~2022.~~2023. Backlog is not necessarily a reliable indicator of revenues derived from our contracts as services are often added but may sometimes be subtracted; contracts may be renegotiated, deferred, canceled and in many cases modified while in progress; and reduced rates, fines and penalties may be imposed by our customers. Furthermore, our contracts are in certain cases cancelable without penalty. If there are cancellation fees, the amount of those fees can be substantially less than amounts reflected in backlog.

RESULTS OF OPERATIONS

Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined by the SEC as a numerical measure of a company’s historical or future performance, financial position or cash flows that includes or excludes amounts from the most directly comparable measure under GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to, our reported results prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions that are excluded from these measures.

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We ~~measure~~evaluate our operating performance and financial condition based on EBITDA, Adjusted EBITDA, ~~and~~ Free Cash ~~Flow.~~Flow and Net Debt. EBITDA, Adjusted EBITDA, ~~and~~ Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms under GAAP. We use EBITDA, Adjusted EBITDA, ~~and~~ Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of EBITDA, Adjusted EBITDA, ~~and~~ Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of EBITDA, Adjusted EBITDA, ~~and~~ Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. EBITDA, Adjusted EBITDA, ~~and~~ Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other ~~income or cash flow~~ data prepared in accordance with GAAP.

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We define EBITDA as earnings before income taxes, net interest expense, ~~gains~~gain or ~~losses~~loss on extinguishment of long-term debt, ~~gains and losses on equity investments,~~ net other income or expense, and depreciation and amortization expense. Non-cash impairment losses on goodwill and other long-lived assets and non-cash gains and losses on equity investments are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude the gain or loss on disposition of assets, acquisition and integration costs, the change in fair value of contingent consideration and the general provision (release) for current expected credit losses, if any. We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from sale of assets. Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash. In the following ~~reconciliation,~~reconciliations, we provide amounts as reflected in the condensed consolidated financial statements unless otherwise noted.

The reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows (in thousands):


	Three Months Ended				Nine Months Ended				Three Months Ended				Six Months Ended
	September 30,				September 30,				June 30,				June 30,
	2022		2021		2022		2021		2023		2022		2023		2022
Net loss	$	(18,763)	$	(19,043)	$	(90,493)	$	(35,776)
Net income (loss)									$	7,100	$	(29,699)	$	1,935	$	(71,730)
Adjustments:
Income tax provision (benefit)		6,500		(1,058)		10,074		(2,910)
Income tax provision										3,312		1,434		1,294		3,574
Net interest expense		4,644		5,928		14,617		17,900		4,228		4,799		8,415		9,973
Loss on extinguishment of long-term debt		—		124		—		124
Other expense, net		20,271		4,015		37,623		1,438		5,740		13,471		2,296		17,352
Depreciation and amortization		35,944		36,719		102,590		106,226		39,227		33,158		76,764		66,646
Gain on equity investment		(78)		—		(8,262)		—		—		(8,184)		—		(8,184)
EBITDA		48,518		26,685		66,149		87,002		59,607		14,979		90,704		17,631
Adjustments:
(Gain) loss on disposition of assets, net		—		(15)		—		631
Gain on disposition of assets, net										—		—		(367)		—
Acquisition and integration costs		762		—		2,349		—		309		1,587		540		1,587
Change in fair value of contingent consideration		2,664		—		2,664		—		10,828		—		14,820		—
General provision (release) for current expected credit losses		624		(138)		691		(121)
General provision for current expected credit losses										548		193		689		67
Adjusted EBITDA	$	52,568	$	26,532	$	71,853	$	87,512	$	71,292	$	16,759	$	106,386	$	19,285

The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands):


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2022		2021		2023		2022
Cash flows from operating activities	$	1,396	$	121,252	$	26,109	$	(23,254)
Less: Capital expenditures, net of proceeds from sale of assets		(4,990)		(7,335)		(7,555)		(2,187)
Free Cash Flow	$	(3,594)	$	113,917	$	18,554	$	(25,441)

The reconciliation of our long-term debt to Net Debt is as follows (in thousands):


	June 30,		December 31,
	2023		2022
Long-term debt including current maturities	$	260,968	$	264,075
Less: Cash and cash equivalents and restricted cash		(182,651)		(189,111)
Net Debt	$	78,317	$	74,964

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Comparison of Three Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022

We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements, including our condensed consolidated results of operations. The following table details various financial and operational highlights for the periods presented (dollars in thousands):


	Three Months Ended						Increase/				Three Months Ended						Increase/
	September 30,						(Decrease)				June 30,						(Decrease)
	2022			2021			Amount		Percent		2023			2022			Amount		Percent
Net revenues —
Well Intervention	$	143,925		$	131,314		$	12,611	10	%	$	154,221		$	106,291		$	47,930	45	%
Robotics		56,182			42,623			13,559	32	%		70,050			49,850			20,200	41	%
Shallow Water Abandonment		67,401			—			67,401	100	%		76,306			—			76,306	100	%
Production Facilities		18,448			18,552			(104)	(1)	%		23,128			17,678			5,450	31	%
Intercompany eliminations		(13,409)			(11,773)			(1,636)				(14,888)			(11,207)			(3,681)
	$	272,547		$	180,716		$	91,831	51	%	$	308,817		$	162,612		$	146,205	90	%

Gross profit (loss) —
Well Intervention	$	1,839		$	(9,570)		$	11,409	119	%	$	6,974		$	(19,336)		$	26,310	136	%
Robotics		13,514			6,894			6,620	96	%		19,524			11,597			7,927	68	%
Shallow Water Abandonment		17,381			—			17,381	100	%		20,992			—			20,992	100	%
Production Facilities		6,854			5,451			1,403	26	%		8,654			6,687			1,967	29	%
Corporate, eliminations and other		(373)			225			(598)				(795)			(302)			(493)
	$	39,215		$	3,000		$	36,215	1,207	%	$	55,349		$	(1,354)		$	56,703	4,188	%

Gross margin —
Well Intervention		1	%		(7)	%						5	%		(18)	%
Robotics		24	%		16	%						28	%		23	%
Shallow Water Abandonment		26	%		—	%						28	%		—	%
Production Facilities		37	%		29	%						37	%		38	%
Total company		14	%		2	%						18	%		(1)	%

Number of vessels, Robotics assets or Shallow Water Abandonment systems ⁽¹⁾ / Utilization ⁽²⁾
Well Intervention vessels		7 / 87	%		7 / 72	%						7 / 84	%		7 / 67	%
Robotics assets ⁽³⁾		46 / 66	%		47 / 43	%						46 / 58	%		45 / 53	%
Chartered Robotics vessels		5 / 98	%		5 / 99	%						6 / 96	%		5 / 94	%
Shallow Water Abandonment vessels ⁽⁴⁾		21 / 80	%		— / —	%						20 / 78	%		— / —	%
Shallow Water Abandonment systems ⁽⁵⁾		20 / 59	%		— / —	%						21 / 81	%		— / —	%

(1)

Represents the number of vessels, Robotics assets or marketable Shallow Water Abandonment systems as of the end of the period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-service dates, vessels managed on behalf of third parties and vessels or assets disposed of and/or taken out of service.

(2)

Represents the average utilization rate, which is calculated by dividing the total number of days the vessels, Robotics assets or marketable Shallow Water Abandonment systems generated revenues by the total number of calendar days in the applicable period. Utilization rates of chartered Robotics vessels during the three-month periods ended ~~September~~June 30, 2023 and 2022 included 113 and ~~2021 included 100 and 176~~116 spot vessel days, respectively, at near full utilization.

(3)	Consists of ROVs, trenchers ~~an ROVDrill~~ and athe IROV boulder grab.

(4)	Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat.

(5)	Consists of marketable P&A systems and coiled tubing systems.

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Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):


	Three Months Ended						Three Months Ended
	September 30,				Increase/		June 30,				Increase/
	2022		2021		(Decrease)		2023		2022		(Decrease)
Well Intervention	$	4,303	$	4,267	$	36	$	6,873	$	3,893	$	2,980
Robotics		8,971		7,506		1,465		7,989		7,314		675
Shallow Water Abandonment		135		—		135		26		—		26
	$	13,409	$	11,773	$	1,636	$	14,888	$	11,207	$	3,681

Net Revenues. Our consolidated net revenues for the three-month period ended ~~September~~June 30, ~~2022~~2023 increased by ~~51%~~90% as compared to the same period in ~~2021, primarily~~2022, reflecting ~~the addition of Shallow Water Abandonment segment in the third quarter 2022 and~~ higher revenues ~~from~~across our ~~Well Intervention and Robotics~~business segments.

Our Well Intervention revenues increased by ~~10%~~45% for the three-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher ~~utilization and rates~~revenues in the ~~Gulf of Mexico~~North Sea and Brazil as well as on the ~~North Sea,~~Q7000, offset in part by lower utilization on the ~~Q7000~~Q4000 ~~in West Africa, lower rates in Brazil and~~as the ~~impact of weaker foreign currency exchange rates. Utilization~~vessel commenced its scheduled regulatory dry dock during the second quarter 2023. Revenues in the ~~Gulf of Mexico improved year over year with fewer idle days during the quarter. The~~ North Sea ~~fleet maintained strong~~improved with stronger utilization ~~during the third quarter 2022~~and rates as compared to the ~~prior year, which saw an early seasonal slowdown during~~second quarter 2022. Revenues in Brazil increased primarily due to higher rates as both the ~~third quarter 2021. The~~ ~~Q7000~~Siem Helix 1 ~~recommenced operations mid-quarter following its scheduled maintenance whereas it was fully utilized during the third quarter 2021. In Brazil,~~and the Siem Helix 2 ~~operated~~commenced long-term contracts with improved rates at ~~near full~~the end of 2022. During the second quarter 2023, the Q7000 recognized revenues over approximately 27 days following its paid transit and mobilization to Asia Pacific as compared to minimal utilization ~~with lower rates under the existing contract with Petrobras~~before conducting its scheduled regulatory maintenance during the ~~third~~remainder of the quarter ~~2022 whereas it was on higher legacy contract rates during the third quarter 2021.~~in 2022.

Our Robotics revenues increased by ~~32%~~41% for the three-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher ~~vessel, ROV~~utilization and ~~trenching activities.~~rates on vessels, ROVs and trenchers. Chartered vessel days and utilization increased to ~~376~~435 days and 96%, respectively, during the ~~third~~second quarter ~~2022~~2023 as compared to ~~358~~370 days and 94%, respectively, during the ~~third~~second quarter 2021. Vessel utilization remained relatively flat at 98% in the third quarter 2022 as compared to 99% during the third quarter 2021. Vessel days during the third quarter 2022 included 100 spot vessel days as compared to 176 spot vessel days during the third quarter 2021, primarily performing seabed clearance work in the North Sea.2022. ROV and trencher utilization increased to ~~66%~~58% in the ~~third~~second quarter 2023 from 53% during the second quarter 2022 ~~from 43% during~~and included 194 days of integrated vessel trenching in the ~~third~~second quarter ~~2021, and trenching days increased to 176 days during the third quarter 2022~~2023 as compared to 9081 days ~~during~~in the ~~third~~second quarter ~~2021.~~2022. Also included in the second quarter 2023 were 58 days of stand-alone trencher activities on the i-Plough trencher and 83 days of utilization on the IROV boulder grab, both of which were acquired subsequent to the second quarter 2022.

Our Shallow Water Abandonment revenues for the three-month period ended ~~September~~June 30, ~~2022~~2023 reflected revenues generated by Helix Alliance ~~since~~as a result of the Alliance acquisition on July 1, 2022 (Note 3) with ~~80%~~78% utilization across 2120 vessels and ~~1,077~~1,554 days of utilization across ~~marketable~~21 P&A and coiled tubing systems during the quarter.

Our Production Facilities revenues for the three-month period ended ~~September~~June 30, ~~2022 decreased slightly~~2023 increased by 31% as compared to the same period in ~~2021,~~2022, primarily reflecting ~~lower~~higher oil and gas production ~~volumes~~with the contribution from ~~the Droshky wells, offset in part by oil and gas volume from~~ our ~~recently acquired~~ interest in the Thunder Hawk Field ~~(Note 2). The~~ ~~HP I~~ ~~completed its scheduled five-year regulatory dry dock~~acquired during the third quarter 2022, offset in part by lower commodity prices realized on our Droshky wells during the second quarter 2023 as compared to the second quarter 2022.

Gross Profit (Loss). Our consolidated gross profit was ~~$39.2~~$55.3 million for the three-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$3.0~~consolidated gross loss of $1.4 million for the same period in ~~2021,~~2022, primarily reflecting increased segment profitability as well as the addition of Shallow Water Abandonment ~~segment in the third quarter 2022 and increased profitability in our other segments.~~segment.

Our Well Intervention gross profit ~~was $1.8 million~~ for the three-month period ended ~~September~~June 30, ~~2022~~2023 was $7.0 million as compared to a gross loss of ~~$9.6~~$19.3 million for the same period in ~~2021,~~2022, primarily reflecting higher segment revenues.

Our Robotics gross profit increased by ~~$6.6~~$7.9 million for the three-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher revenues due to increased ~~ROV and trenching activities and a higher number of vessel days, offset in part by higher costs on increased activity.~~activities.

Our Shallow Water Abandonment gross profit for the three-month period ended ~~September~~June 30, ~~2022~~2023 reflected results from Helix ~~Alliance since~~Alliance.

Our Production Facilities gross profit increased by $2.0 million for the ~~acquisition on July 1,~~three-month period ended June 30, 2023 as compared to the same period in 2022, ~~(Note 3).~~primarily reflecting higher revenues.

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Our Production Facilities gross profit increased by $1.4 million for the three-month period ended September 30, 2022 as compared to the same period in 2021, primarily reflecting lower depletion expense associated with the Droshky wells.

Acquisition and Integration Costs. Our acquisition and integration costs ~~were $0.8~~decreased by $1.3 million for the three-month period ended ~~September~~June 30, 2023 as compared to the same period in 2022, reflecting lower spend towards the late stage of the Alliance ~~acquisition related costs incurred during the third quarter 2022 (Note 3).~~integration process.

Change in Fair Value of Contingent Consideration. The ~~$2.7~~$10.8 million change in fair value of contingent consideration for the three-month period ended ~~September~~June 30, ~~2022~~2023 reflected an increase in the estimated Alliance acquisition earn-out consideration ~~payable~~primarily due to ~~the seller in the Alliance transaction in 2024 as~~an improved outlook for Helix Alliance’s ~~actual third quarter 2022~~2023 results ~~were more favorable than previous forecasts based on available information at the acquisition date~~ (Notes 3 and ~~16)~~17).

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were ~~$23.6~~$24.0 million for the three-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$13.3~~$16.0 million for the same period in ~~2021,~~2022, primarily reflecting higher employee ~~incentive~~ compensation ~~costs and general and administrative costs~~costs.

Equity in ~~our Shallow Water Abandonment segment following~~Earnings of Investment. Equity in earnings of investment was $8.2 million for the ~~closing~~three-month period ended June 30, 2022 primarily reflecting gains recognized as a result of ~~our Alliance acquisition on July 1, 2022.~~the sale of the “Independence Hub” platform.

Net Interest Expense. Our net interest expense totaled ~~$4.6~~$4.2 million for the three-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$5.9~~$4.8 million for the same period in ~~2021,~~2022, primarily reflecting the increase in interest income and the repayment of certain indebtedness (Note 6).

Other Expense, Net. Net other expense was ~~$20.3~~$5.7 million for the three-month period ended ~~September~~June 30, 2023, primarily reflecting an $11.7 million foreign currency loss related to the devaluation of the Nigerian naira on our naira cash holdings during the second quarter 2023, offset in part by foreign currency gains due to the strengthening of the British pound. Net other expense was $13.5 million for the three-month period ended June 30, 2022, primarily reflecting foreign currency losses due to the weakening of the British pound.

Income Tax Provision. Income tax provision was $3.3 million for the three-month period ended June 30, 2023 as compared to ~~$4.0~~$1.4 million for the same period in 2021 and is comprised almost entirely of unrealized foreign currency losses of $19.7 million related to the approximately 8% weakening of the British pound during the third quarter 2022 on U.S. dollar denominated intercompany debt in our U.K. entities.

~~Income Tax Provision (Benefit).~~ ~~Income tax provision was $6.5 million for the three-month period ended September 30, 2022 as compared to an income tax benefit of $1.1 million for the same period in 2021.~~2022. The effective tax rates for the three-month periods ended ~~September~~June 30, 2023 and 2022 were 31.8% and ~~2021 were (53.0)~~(5.1)% ~~and 5.3%~~, respectively. These variances were primarily attributable to ~~the earnings mix between our higher~~non-deductible expenses, non-creditable foreign income taxes and ~~lower tax rate jurisdictions as well as~~ losses for which no financial statement benefits have been recognized (Note 7).

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Comparison of ~~Nine~~Six Months Ended ~~September~~June 30, ~~2022~~2023 and ~~2021~~2022


	Nine Months Ended						Increase/				Six Months Ended						Increase/
	September 30,						(Decrease)				June 30,						(Decrease)
	2022			2021			Amount		Percent		2023			2022			Amount		Percent
Net revenues —
Well Intervention	$	356,583		$	397,387		$	(40,804)	(10)	%	$	296,659		$	212,658		$	84,001	40	%
Robotics		143,383			96,430			46,953	49	%		119,272			87,201			32,071	37	%
Shallow Water Abandonment		67,401			—			67,401	100	%		125,687			—			125,687	100	%
Production Facilities		54,420			49,217			5,203	11	%		44,033			35,972			8,061	22	%
Intercompany eliminations		(36,503)			(36,962)			459				(26,750)			(23,094)			(3,656)
	$	585,284		$	506,072		$	79,212	16	%	$	558,901		$	312,737		$	246,164	79	%

Gross profit (loss) —
Well Intervention	$	(45,943)		$	(3,386)		$	(42,557)	(1,257)	%	$	2,612		$	(47,782)		$	50,394	105	%
Robotics		28,631			8,247			20,384	247	%		26,531			15,117			11,414	76	%
Shallow Water Abandonment		17,381			—			17,381	100	%		28,490			—			28,490	100	%
Production Facilities		20,150			17,767			2,383	13	%		14,437			13,296			1,141	9	%
Corporate, eliminations and other		(967)			(1,874)			907				(1,537)			(594)			(943)
	$	19,252		$	20,754		$	(1,502)	(7)	%	$	70,533		$	(19,963)		$	90,496	453	%

Gross margin —
Well Intervention		(13)	%		(1)	%						1	%		(22)	%
Robotics		20	%		9	%						22	%		17	%
Shallow Water Abandonment		26	%		—	%						23	%		—	%
Production Facilities		37	%		36	%						33	%		37	%
Total company		3	%		4	%						13	%		(6)	%

Number of vessels, Robotics assets or Shallow Water Abandonment systems ⁽¹⁾ / Utilization ⁽²⁾
Well Intervention vessels		7 / 74	%		7 / 79	%						7 / 82	%		7 / 67	%
Robotics assets ⁽³⁾		46 / 52	%		47 / 35	%						46 / 57	%		45 / 44	%
Chartered Robotics vessels		6 / 94	%		5 / 95	%						6 / 94	%		6 / 92	%
Shallow Water Abandonment vessels ⁽⁴⁾		21 / 80	%		— / —	%						20 / 68	%		— / —	%
Shallow Water Abandonment systems ⁽⁵⁾		20 / 59	%		— / —	%						21 / 74	%		— / —	%

(1)

(2)

Represents the average utilization rate, which is calculated by dividing the total number of days the vessels, Robotics assets or marketable Shallow Water Abandonment systems generated revenues by the total number of calendar days in the applicable period. Utilization rates of chartered Robotics vessels during the ~~nine-month~~six-month periods ended ~~September~~June 30, 2023 and 2022 included 126 and ~~2021 included 352 and 240~~252 spot vessel days, respectively, at near full utilization.

(3)	Consists of ROVs, trenchers ~~an ROVDrill~~ and athe IROV boulder grab.

(4)	~~Cosists~~Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat.

(5)	Consists of marketable P&A systems and coiled tubing systems.

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Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):


	Nine Months Ended						Six Months Ended
	September 30,				Increase/		June 30,				Increase/
	2022		2021		(Decrease)		2023		2022		(Decrease)
Well Intervention	$	12,046	$	17,060	$	(5,014)	$	11,342	$	7,743	$	3,599
Robotics		24,322		19,902		4,420		15,382		15,351		31
Shallow Water Abandonment		135		—		135		26		—		26
	$	36,503	$	36,962	$	(459)	$	26,750	$	23,094	$	3,656

Net Revenues. Our consolidated net revenues for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 increased by ~~16%~~79% as compared to the same period in ~~2021,~~2022, reflecting ~~the addition of Shallow Water Abandonment segment in the third quarter 2022 and~~ higher revenues ~~from~~across our ~~Robotics and Production Facilities segments, offset in part by lower revenues from our Well Intervention segment.~~business segments.

Our Well Intervention revenues ~~decreased~~increased by ~~10%~~40% for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher revenues in the North Sea and Brazil, offset in part by lower revenues in the Gulf of Mexico and on the Q7000. Revenues in the North Sea improved with stronger utilization and rates ~~and utilization on~~as compared to the six-month period ended June 30, 2022. Revenues in Brazil increased primarily due to higher rates as both the Siem Helix 1 and the Siem Helix 2 ~~in Brazil as both vessels rolled off their legacy~~commenced long-term contracts with ~~Petrobras and~~improved rates at the end of 2022. Revenues in the Gulf of Mexico decreased primarily due to lower utilization on the Q4000 and the Q5000 as both vessels have their scheduled regulatory dry dock in 2023. This revenue decrease was partially offset by improved day rates on the Q4000. Lower revenues on the Q7000 ~~in West Africa due~~were primarily attributable to revenue deferrals on 92 days of paid transit and mobilization to Asia Pacific, which was partially recognized over approximately 27 operational days during the six-month period ended June 30, 2023. This revenue decrease was partially offset by higher utilization as the Q7000 had 53 days of dry dock during the first quarter 2023 whereas the vessel had minimal utilization before conducting its scheduled regulatory maintenance during ~~a four-month period from April to July 2022, offset in part by higher rates and utilization in~~ the ~~Gulf of Mexico and higher utilization in the North Sea during the nine-month period ended September 30,~~second quarter 2022.

Our Robotics revenues increased by ~~49%~~37% for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher ~~vessel, ROV~~utilization and ~~trenching activities.~~rates on vessels, ROVs and trenchers. Chartered vessel days and utilization increased to ~~1,069~~730 days and 94%, respectively, during the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~759~~693 days and 92%, respectively, during the ~~same period in 2021. Vessel utilization remained relatively flat at 94% during the nine-month~~six-month period ended ~~September~~June 30, 2022 as compared to 95% during the same period in 2021. Vessel days during the nine-month period ended September 30, 2022 included 352 spot vessel days as compared to 240 spot vessel days during the same period in 2021, primarily performing seabed clearance work in the North Sea.2022. ROV and trencher utilization increased to ~~52%~~57% in the six-month period ended June 30, 2023 from 44% during the ~~nine-month~~six-month period ended ~~September~~June 30, 2022 ~~from 35% during the same period~~and included 260 days of integrated vessel trenching in ~~2021, and trenching days increased to 323 days during the nine-month period ended September 30, 2022~~2023 as compared to ~~246~~147 days ~~during~~in 2022. Also included in the ~~same~~six-month period ~~in 2021.~~ended June 30, 2023 were 148 days of stand-alone trencher activities on the i-Plough trencher and 83 days of utilization on the IROV boulder grab, both of which were acquired subsequent to the second quarter 2022.

Our Shallow Water Abandonment revenues for the ~~three-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 reflected revenues generated by Helix Alliance ~~since~~as a result of the Alliance acquisition on July 1, 2022 (Note 3) with ~~80%~~68% utilization across 2120 vessels and ~~1,077~~2,831 days of utilization across ~~marketable~~21 P&A systems and coiled tubing ~~systems.~~systems during the six-month period ended June 30, 2023.

Our Production Facilities revenues for the six-month period ended June 30, 2023 increased by ~~11% for the nine-month period ended September 30, 2022~~22% as compared to the same period in ~~2021,~~2022, primarily reflecting higher oil and gas production ~~volumes and prices.~~with the contribution from our interest in the Thunder Hawk Field acquired during the third quarter 2022.

Gross Profit (Loss). Our consolidated gross profit was ~~$19.3~~$70.5 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$20.8~~consolidated gross loss of $20.0 million for the same period in ~~2021,~~2022, primarily reflecting ~~decreased~~increased segment profitability ~~in our Well Intervention segment, offset in part by increased profitability in our Robotics and Production Facilities segments and~~as well as the addition of Shallow Water Abandonment ~~segment in the third quarter 2022.~~segment.

Our Well Intervention ~~segment had a~~ gross ~~loss of $45.9 million~~profit for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 was $2.6 million as compared to a gross loss of ~~$3.4~~$47.8 million for the same period in ~~2021,~~2022, primarily reflecting ~~lower~~higher segment revenues.

Our Robotics gross profit increased by ~~$20.4~~$11.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher revenues due to increased ~~ROV and trenching activities and a higher number of vessel days.~~

~~Our Shallow Water Abandonment gross profit for the nine-month period ended September 30, 2022 reflected results from Helix Alliance since the acquisition on July 1, 2022 (Note 3).~~activities.

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Our Shallow Water Abandonment gross profit for the six-month period ended June 30, 2023 reflected results from Helix Alliance.

Our Production Facilities gross profit increased by $1.1 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022 increased by $2.4 million~~2023 as compared to the same period in ~~2021,~~2022, primarily reflecting higher revenues.

Acquisition and Integration Costs. Our acquisition and integration costs ~~were $2.3~~decreased by $1.0 million for the ~~nine-month~~six-month period ended ~~September~~June 30, 2023 as compared to the same period in 2022, reflecting lower spend towards the late stage of the Alliance ~~acquisition related costs incurred during 2022 (Note 3).~~integration process.

Change in Fair Value of Contingent Consideration. The ~~$2.7~~$14.8 million change in fair value of contingent consideration for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 reflected an increase in the estimated Alliance acquisition earn-out consideration ~~payable~~primarily due to ~~the seller in the Alliance transaction in 2024 as~~an improved outlook for Helix Alliance’s ~~actual third quarter 2022~~2023 results ~~were more favorable than previous forecasts based on available information at the acquisition date~~ (Notes 3 and ~~16)~~17).

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were ~~$54.0~~$43.6 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$42.0~~$30.4 million for the same period in ~~2021,~~2022, primarily reflecting higher employee ~~incentive~~ compensation ~~costs and general and administrative costs in our Shallow Water Abandonment segment following the closing of our Alliance acquisition on July 1, 2022.~~costs.

Equity in Earnings of Investment. Equity in earnings of investment was ~~$8.3~~$8.2 million for the ~~nine-month~~six-month period ended ~~September~~June 30, 2022 primarily reflecting ~~the cash distribution~~gains recognized as a result of the sale of the “Independence Hub” ~~platform (Note 2).~~platform.

Net Interest Expense. Our net interest expense totaled ~~$14.6~~$8.4 million for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to ~~$17.9~~$10.0 million for the same period in ~~2021,~~2022, primarily reflecting the increase in interest income and the repayment of certain indebtedness (Note 6).

Other Expense, Net. Net other expense was ~~$37.6~~$2.3 million for the ~~nine-month~~six-month period ended ~~September~~June 30, 2023, primarily reflecting a $13.2 million foreign currency loss related to the devaluation of the Nigerian naira on our naira cash holdings during the six-month period ended June 30, 2023, offset in part by foreign currency gains due to the strengthening of the British pound. Net other expense was $17.4 million for the six-month period ended June 30, 2022, primarily reflecting foreign currency losses due to the weakening of the British pound.

Income Tax Provision. Income tax provision was $1.3 million for the six-month period ended June 30, 2023 as compared to ~~$1.4~~$3.6 million for the same period in 2021 and is comprised almost entirely of unrealized foreign currency losses of $38.4 million related to the approximately 17% weakening of the British pound during 2022 on U.S. dollar denominated intercompany debt in our U.K. entities.

~~Income Tax Provision (Benefit).~~ ~~Income tax provision was $10.1 million for the nine-month period ended September 30, 2022 as compared to an income tax benefit of $2.9 million for the same period in 2021.~~2022. The effective tax rates for the ~~nine-month~~six-month periods ended ~~September~~June 30, 2023 and 2022 were 40.1% and ~~2021 were (12.5)~~(5.2)% ~~and 7.5%~~, respectively. These variances were primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as losses for which no financial statement benefits have been recognized (Note 7).

LIQUIDITY AND CAPITAL RESOURCES

Financial Condition and Liquidity

The following table presents certain information useful in the analysis of our financial condition and liquidity (in thousands):


	September 30,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Net working capital	$	145,643	$	251,255	$	129,298	$	162,634
Long-term debt		225,427		262,137		222,469		225,875
Liquidity		244,052		304,660		285,173		284,729

Net Working Capital

Net working capital is equal to current assets minus current ~~liabilities. It~~liabilities and includes current maturities of long-term debt. Net working capital measures short-term liquidity ~~and operational efficiency~~ and is important for predicting cash flow and debt requirements. ~~Our net working capital includes current maturities of our long-term debt.~~

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Long-Term Debt

Long-term debt in the table above is net of unamortized debt issuance costs and excludes current maturities of ~~$38.2~~$38.5 million at ~~September~~June 30, ~~2022~~2023 and ~~$42.9~~$38.2 million at December 31, ~~2021.~~2022. See Note 6 for information relating to our long-term debt.

Liquidity

We define liquidity as cash and cash equivalents, excluding restricted cash, plus available capacity under our credit facility. Our liquidity at ~~September~~June 30, ~~2022~~2023 included ~~$162.3~~$182.7 million of cash and cash equivalents and ~~$81.8~~$102.5 million of available borrowing capacity under the Amended ABL Facility (Note 6). Our liquidity at December 31, 2022 included $186.6 million of cash and cash equivalents and $98.1 million of available borrowing capacity under the Amended ABL Facility and excluded $2.5 million of restricted cash. Our liquidity at December 31, 2021 included $253.5 million of cash and cash equivalents and $51.1 million of available borrowing capacity under the ABL Facility and excluded $73.6 million of short-term project related restricted cash. As of ~~September~~June 30, ~~2022,~~2023, we had approximately ~~$21.7~~$16.2 million in Nigerian ~~Naira,~~naira, which ishas been subject to currency exchange controls established by the Central Bank of Nigeria. Those exchange controls have to date ~~restricted~~limited our ability to convert our Nigerian ~~Naira~~naira into U.S. dollars.

The COVID-19 pandemic impacted our operations and our revenues. We responded by deferring or reducing planned capital expenditures and operating costs during the past two years. This spending is returning with our increased activity. Furthermore, we fully redeemed the $35 million remaining principal amount of the 2022 Notes plus accrued interest by delivering cash upon maturity on May 1, 2022, and we have other term debt maturities during 2022 that we intend to settle in cash. Additionally on July 1,During 2022, we ~~completed our acquisition of Alliance for $119.0 million cash at closing plus post-closing earn-out consideration payable to the seller~~saw an improvement in the ~~Alliance transaction~~markets we serve as evidenced by increases in ~~2024~~our revenues and gross profit. We expect continued improvements in our operating performance, increases in our cash position and high availability on the ~~event the Helix Alliance business achieves certain financial metrics in 2022 and 2023 (Note 3).~~Amended ABL Facility. We believe that our cash on hand, internally generated cash flows and availability under the Amended ABL Facility will be sufficient to fund our operations and service our debt over at least the next 12 months.

A period of weak industry activity may make it difficult to comply with the covenants and other restrictions in our debt agreements. Our failure to comply with the covenants and other restrictions could lead to an event of default. Decreases in our borrowing base may limit our ability to fully access the Amended ABL Facility. We currently do not anticipate borrowing under the Amended ABL Facility other than for the issuance of letters of credit.

On February 20, 2023, we announced that our Board authorized a new share repurchase program under which we are authorized to repurchase up to $200 million issued and outstanding shares of our common stock. The 2023 Repurchase Program has no set expiration date. Repurchases under the 2023 Repurchase Program are expected to be made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act. The manner, timing and amount of any purchase will be determined by management based on an evaluation of market conditions, stock price, liquidity and other factors. 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. The purchase of shares by us under the 2023 Repurchase Program is at our discretion and subject to prevailing financial and market conditions. Any repurchased shares are expected to be cancelled. During the six-month period ended June 30, 2023, we repurchased a total of 1,410,000 shares of our common stock for approximately $10.1 million pursuant to the 2023 Repurchase Program.

Cash Flows

The following table provides summary data from our condensed consolidated statements of cash flows (in thousands):


	Nine Months Ended				Six Months Ended
	September 30,				June 30,
	2022		2021		2023		2022
Cash provided by (used in):
Operating activities	$	1,396	$	121,252	$	26,109	$	(23,254)
Investing activities		(109,775)		(7,335)		(7,555)		5,653
Financing activities		(44,437)		(95,659)		(15,070)		(40,319)

Operating Activities

The ~~decrease~~increase in our operating cash flows for the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022~~2023 as compared to the same period in ~~2021~~2022 primarily reflects ~~lower~~higher earnings, offset in part by higher regulatory recertification costs for our vessels and systems and ~~negative changes in net~~higher working ~~capital.~~capital outflows. Regulatory recertification spend on our vessels and systems amounted to ~~$30.3~~$41.3 million and ~~$7.1~~$15.7 million, respectively, during the comparable year over year periods. Operating cash flows for the nine-month periods ended September 30, 2022 and 2021 included the receipt of $1.1 million and $18.9 million, respectively, in income tax refunds related to the U.S. Coronavirus Aid, Relief, and Economic Security Act.

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Investing Activities

Cash flows used in investing activities for the ~~nine-month~~six-month periods ended ~~September~~June 30, 2023 and 2022 ~~and 2021~~ reflect $112.6 million in net cash paid to acquire Alliance (Note 3), offset in part by $7.8 million in net cash distribution from Independence Hub in May 2022 (Note 2) and the deferral or reduction of our plannedhigher capital expenditures ~~as our response to the adverse impact to our operations~~ as a result of ~~the COVID-19 pandemic.~~increased activity levels.

Financing Activities

Net cash outflows from financing activities for the ~~nine-month~~six-month period ended ~~September~~June 30, 2023 primarily reflect the $10.1 million repurchase of our common stock under the 2023 Repurchase Program and the principal repayment of $4.1 million related to the MARAD Debt. Net cash outflows from financing activities for the six-month period ended June 30, 2022 primarily reflect the principal repayment of ~~$7.9~~$3.9 million related to the MARAD Debt and $35 million related to the 2022 Notes (Note 6). Net cash outflows from financing activities for the nine-month period ended September 30, 2021 primarily reflect the repayment of $90.9 million related to our indebtedness, including the final maturity of $53.6 million of the Nordea Q5000 Loan and $28.0 million in full repayment of the Term Loan (Note 6).

Material Cash Requirements

Our material cash requirements include our obligations to repay our long-term debt, satisfy other contractual cash commitments and fund other ~~obligations.~~obligations, including the payment of the Alliance earn-out consideration to the seller in the Alliance transaction.

Long-term debt and other contractual commitments

The following table summarizes the principal amount of our long-term debt and related debt service costs as well as other contractual commitments, which include commitments for property and equipment and operating lease obligations, as of ~~September~~June 30, ~~2022~~2023 and the portions of those amounts that are short-term (due in less than one year) and long-term (due in one year or greater) based on their stated maturities (in thousands). Our property and equipment commitments include contractually committed amounts to purchase and service certain property and equipment (inclusive of commitments related to regulatory recertification and dry dock as discussed below) but do not include expected capital spending that is not contractually committed as of ~~September~~June 30, ~~2022.~~2023. Our 2023 Notes and 2026 Notes have certain early redemption and conversion features that could affect the timing and amount of any cash requirements. Although upon conversion these notes are able to be settled in either cash or shares, we intend to settle their principal amounts in cash (Note 6).


	Total		Short-Term		Long-Term		Total		Short-Term		Long-Term
MARAD debt	$	40,913	$	8,333	$	32,580	$	36,797	$	8,538	$	28,259
2023 Notes		30,000		30,000		—		30,000		30,000		—
2026 Notes		200,000		—		200,000		200,000		—		200,000
Interest related to debt		53,467		17,082		36,385		41,173		15,953		25,220
Property and equipment		8,249		8,249		—		14,532		14,532		—
Operating leases ⁽¹⁾		430,522		110,960		319,562		362,289		116,165		246,124
Earn-out consideration ⁽²⁾								57,574		57,574		—
Total cash obligations	$	763,151	$	174,624	$	588,527	$	742,365	$	242,762	$	499,603

(1)

Operating leases include vessel charters and facility and equipment leases. At ~~September~~June 30, ~~2022,~~2023, our commitment related to long-term vessel charters totaled approximately ~~$402.3~~$340.7 million, of which ~~$167.8~~$142.3 million was related to the non-lease (services) components that are not included in operating lease liabilities in the condensed consolidated balance sheet as of ~~September~~June 30, ~~2022.~~2023.

(2)

As part of the Alliance acquisition, we are required to make the earn-out payment in 2024 to the extent the Helix Alliance business exceeds certain financial metrics in 2022 and 2023 (Note 3). Amount reflects the estimated fair value of the earn-out as of June 30, 2023 although the final earn-out payable is not capped.

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Other material cash requirements

Other material cash requirements include the following:

Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note ~~12)~~13). Those obligations, which are presented on a discounted basis on the ~~accompanying~~ condensed consolidated balance sheets, approximate ~~$76.0~~$45.0 million (undiscounted) for Thunder Hawk Field oil and gas properties and $33.5 million (undiscounted) for Droshky oil and gas properties as of ~~September~~June 30, ~~2022,~~2023, none of which ~~$31.0 million are~~is expected to be paid during the next 12 months. We are entitled to receive ~~certain amounts~~$30.0 million (undiscounted) from Marathon Oil ~~Corporation~~ as certain ~~short-term~~ decommissioning obligations associated with Droshky oil and gas properties are fulfilled.

Regulatory recertification and dry dock. Our Well Intervention vessels and systems are subject to certain regulatory recertification requirements that must be satisfied in order for the vessels and systems to operate. Recertification may require dry dock and other compliance costs on a periodic basis, usually every 30 months. Although the amount and timing of these costs may vary and are dependent on the timing of the certification renewal period, they generally range between $3.0 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.

~~Earn-out consideration~~. As part of the Alliance acquisition, we are required to make the earn-out payment to the seller in the Alliance transaction in 2024 in the event the Helix Alliance business achieves certain financial metrics in 2022 and 2023 (Note 3).

We expect the sources of funds to satisfy our material cash requirements to primarily come from our ongoing operations and existing cash on hand, but may also come from availability under the Amended ABL Facility and access to capital markets.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our discussion and analysis of our financial condition and results of operations, as reflected in the condensed consolidated financial statements and related footnotes, are prepared in conformity with GAAP. As such, we are required to make certain estimates, judgments and assumptions that have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates involve a significant level of estimation uncertainty and may change over time as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. For information regarding our critical accounting estimates, see our “Critical Accounting Estimates” as disclosed in our ~~2021~~2022 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As ~~of September 30, 2022,~~a multi-national organization, we ~~were exposed~~are subject to market risks associated with foreign currency exchange ~~rates. We had no exposure to~~rates, interest ~~rate risk as we had no outstanding debt subject to floating rates.~~rates and commodity prices.

Foreign Currency Exchange Rate Risk. Because we operate in various regions around the world, we conduct a portion of our business in currencies other than the U.S. dollar. As such, our earnings are impacted by movements in foreign currency exchange rates when (i) transactions are denominated in currencies other than the functional currency of the relevant Helix entity or (ii) the functional currency of our subsidiaries is not the U.S. dollar. In order to mitigate the effects of exchange rate risk in areas outside the U.S., we endeavor to pay a portion of our expenses in local currencies to partially offset revenues that are denominated in the same local currencies. In addition, a substantial portion of our contracts are denominated, and provide for collections from our customers, in U.S. dollars.

Assets and liabilities of our subsidiaries that do not have the U.S. dollar as their functional currency are translated using the exchange rates in effect at the balance sheet date, ~~resulting~~and changes in the exchange rates can result in translation adjustments that are reflected in “Accumulated other comprehensive loss” in the shareholders’ equity section of our condensed consolidated balance sheets. For the ~~nine-month~~six-month period ended ~~September~~June 30, ~~2022,~~2023, we recorded foreign currency translation ~~losses~~gains of ~~$79.9~~$20.7 million to accumulated other comprehensive loss. Deferred taxes have not been provided on foreign currency translation adjustments as ~~our non-U.S.~~the related undistributed earnings are permanently reinvested.

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When currencies other than the functional currency are to be paid or received, the resulting transaction gain or loss associated with changes in the applicable foreign currency exchange rate is recognized in the condensed consolidated statements of operations as a component of “Other ~~expense,~~income (expense), net.” Foreign currency gains or losses from the remeasurement of monetary assets and liabilities as well as unsettled foreign currency transactions, including intercompany transactions that are not of a long-term investment nature, are also recognized as a component of “Other ~~expense,~~income (expense), net.” For the three- and ~~nine-month~~six-month periods ended ~~September~~June 30, ~~2022,~~2023, we recorded net foreign currency losses of ~~$20.3~~$5.7 million and ~~$37.6~~$2.3 million, respectively, primarily reflecting foreign currency losses of $11.7 million and $13.2 million, respectively, related to the devaluation of the Nigerian naira on our naira cash holdings, offset in part by foreign currency gains related to U.S. dollar denominated intercompany debt in our U.K. entities.

Interest Rate Risk. In order to maintain a cost-effective capital structure, we borrow funds using a mix of fixed and variable rate debt. For variable rate debt, changes in interest rates could affect our future interest expense and cash flows. Alternatively for fixed rate debt, changes in interest rates may not affect our interest expense, but could result in changes in the fair value of the debt instrument prior to maturity. We currently have no exposure to interest rate risks as we have no outstanding debt subject to floating rates. However, we are subject to risks upon refinancing our debt.

Commodity Price Risk. We are exposed to market price risks related to oil and natural gas with respect to offshore oil and gas production in our Production Facilities business. Prices are volatile and unpredictable and are dependent on many factors beyond our control. See Item 1A.Risk Factors in our 2022 Form 10-K for a list of factors affecting oil and gas prices.

Item 4. Controls and Procedures

(a) Evaluation of disclosure controls and procedures. Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of ~~September~~June 30, ~~2022.~~2023. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective as of ~~September~~June 30, ~~2022~~2023 to ensure that information that is required to be disclosed by us in the reports we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, as appropriate, to allow timely decisions regarding required disclosure.

As disclosed in Note (3) to the unaudited condensed consolidated financial statements, we acquired Alliance on July 1, 2022. Helix Alliance’s total revenues constituted approximately ~~24.7%~~22.5% of total consolidated revenues as shown on our condensed consolidated statement of operations for the ~~three-month~~six-month period ended ~~September~~June 30, ~~2022.~~2023. Helix Alliance’s total assets constituted approximately ~~8.5%~~9.6% of total consolidated assets as shown on our condensed consolidated balance sheet as of ~~September~~June 30, ~~2022.~~2023. We excluded Helix Alliance’s disclosure controls and procedures that are subsumed by its internal control over financial reporting from the scope of management's assessment of the effectiveness of our disclosure controls and procedures. This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management's assessment of internal control over financial reporting for one year following the acquisition. ~~We are in the process~~As of ~~implementing financial reporting controls and procedures at~~July 1, 2023, Helix ~~Alliance as part of our ongoing integration activities. Helix Alliance currently maintains separate~~Alliance’s accounting systems were converted and ~~is expected to convert to~~integrated into Helix’s accounting systems no later than June 30, 2023. The condensed consolidated financial statements presented in this Quarterly Report on Form 10-Q were prepared using information obtained from these separate accounting systems.

(b) Changes in internal control over financial reporting. Except as described above, there have been no changes in our internal control over financial reporting that occurred during the ~~quarter~~three-month period ended ~~September~~June 30, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See Part I, Item 1, Note 12 — Litigation to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.

~~Table of Contents~~

Item 1A. Risk Factors

~~Except as set forth below, there~~There have been no material changes during the period ended ~~September~~June 30, ~~2022~~2023 in our “Risk Factors” as discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~

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

We are subject to the Jones Act and other federal laws that restrict maritime cargo transportation between points in the U.S. As a result of the Alliance acquisition, we acquired 21 vessels registered under the U.S. flag which operate in the U.S. Gulf of Mexico coastwise trade. In order to operate vessels in the Jones Act trade and to be qualified to document vessels for coastwise trade, we must maintain U.S. citizen status for Jones Act purposes. We could cease being a U.S. citizen if certain events were to occur, including if non-U.S. citizens were to own 25% or more of our common stock. We are responsible for monitoring our ownership to ensure compliance with the Jones Act. The consequences of our failure to comply with the Jones Act provisions on coastwise trade, including failing to qualify as a U.S. citizen, would have an adverse effect on our results of operations as we may be prohibited from operating certain of our vessels in the U.S. coastwise trade or, under certain circumstances, permanently lose U.S. coastwise trading rights or be subject to fines or forfeiture of certain our vessels. There have been attempts to repeal or amend restrictions contained in the Jones Act, and such attempts are expected to continue in the future. Our business could be adversely affected if the Jones Act were to be modified or repealed so as to permit foreign competition that is not subject to the same U.S. government imposed burdens.

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

We have executed acquisitions and divestitures in the past, and in the future we may evaluate and potentially enter into additional strategic transactions. Any such transaction could be material to our business, could occur at any time and could take any number of forms, including, for example, an acquisition, merger, joint venture, strategic alliance, equity investment, divestiture or an asset sale.

The success of any transaction may depend on, in part, our ability to integrate an acquired business and realize the financial growth or synergies expected from the transaction. Any such transaction may not be successful, may not be accretive to shareholders or may not achieve expected benefits within an expected timeframe. Acquired businesses may also have unanticipated liabilities, contingencies or negative tax consequences. In addition, acquisitions are accompanied by the risk that the obligations of an acquired business may not be adequately reflected in the historical financial statements of that company and the risk that those historical financial statements may be based on assumptions which are incorrect or inconsistent with our assumptions or approach to accounting policies. Any of these material obligations, unanticipated liabilities or incorrect or inconsistent assumptions could have a material adverse effect on our growth strategy, business, financial condition, prospects and results of operations. Furthermore, evaluating potential transactions and integrating completed transactions could be time-consuming, involve significant transaction related expenses, create unexpected costs, involve difficulties assimilating the operations and personnel of an acquired business, make evaluating our business and future financial prospects difficult and may divert the attention of our management from ordinary operating matters.

Any such transaction may require additional financing that could result in an increase in the number of our outstanding shares or the aggregate amount of our debt, and the number of shares of our common stock or the aggregate principal amount of our debt that we may issue may be significant. Certain transactions may not be permitted under our existing asset-based credit facility, requiring either waivers, amendments, or terminating such facility. Furthermore, a strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business.2022.

~~Table of Contents~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities


				(c)	(d)				(c)	(d)
				Total number	Maximum				Total number	Approximate dollar
				of shares	number of shares				of shares	value of shares
	(a)	(b)		purchased as	that may yet	(a)	(b)		purchased as	that may yet be
	Total number	Average		part of publicly	be purchased	Total number	Average		part of publicly	purchased under the
	of shares	price paid		announced plans	under the plans	of shares	price paid		announced plans	plans or programs ⁽³⁾
Period	purchased ⁽¹⁾	per share		or programs	or programs ⁽²⁾	purchased ⁽¹⁾	per share		or programs ⁽²⁾	(in thousands)
July 1 to July 31, 2022	3,520	$	2.65	—	9,275,587
August 1 to August 31, 2022	—		—	—	9,275,587
September 1 to September 30, 2022	—		—	—	9,339,021
April 1 to April 30, 2023						—	$	—	—	$	195,017
May 1 to May 31, 2023						750,000		6.77	750,000		189,941
June 1 to June 30, 2023						—		—	—		189,941
	3,520	$	2.65	—		750,000	$	6.77	750,000

(1)

~~Includes shares forfeited~~Shares purchased in ~~satisfaction of tax obligations upon vesting of share-based awards under our existing long-term incentive plans.~~May 2023 relate to repurchases made in open-market transactions pursuant to the 2023 Repurchase Program as described in footnote (3) below.

(2)	~~Under~~Represents shares repurchased under the ~~terms~~2023 Repurchase Program.

(3)

On February 20, 2023, we announced that our Board authorized a new share repurchase program under which we are authorized to repurchase up to $200 million issued and outstanding shares of our ~~stock repurchase program, we may~~common stock. The 2023 Repurchase Program has no set expiration date. 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 granted to our employees, officers and directors under our share-based compensation ~~plans, including share-based awards under our existing long-term incentive plans~~plans. See Note 8 to this Quarterly Report on Form 10-Q and ~~shares issued~~Note 10 to our ~~employees under our Employee Stock Purchase Plan (Note 10), and such shares increase the number of shares available~~2022 Annual Report on Form 10-K for ~~repurchase. For~~ additional information regarding our ~~stock~~share repurchase ~~program, see Note 11 to our 2021 Form 10-K.~~programs.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

~~None.~~(c) During the three-month period ended June 30, 2023, no director or “officer” of Helix adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


Exhibit Number	Description	Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)
3.1	2005 Amended and Restated Articles of Incorporation, as amended, of Helix Energy Solutions Group, Inc.	Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739)
3.2	Second Amended and Restated By-Laws of Helix Energy Solutions Group, Inc., as amended.	Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)
4.1	Amendment No. 1,2, dated as of ~~July 1, 2022,~~June 23, 2023, to Loan, Security and Guaranty Agreement dated as of September 30, 2021, among Helix Energy Solutions Group, Inc., Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited as borrowers, the guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as agent and security trustee for the ~~lenders.~~lenders, as previously amended.	Exhibit 4.1 to the Current Report on Form 8-K filed on ~~July 1, 2022~~June 23, 2023 (001-32936)
31.1	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer.	Filed herewith
31.2	Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Erik Staffeldt, Chief Financial Officer.	Filed herewith
32.1	Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes–Oxley Act of 2002.	Furnished herewith
101.INS	XBRL Instance Document.	The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH	Inline XBRL Taxonomy Extension Schema Document.	Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.	Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.	Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.	Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.	Filed herewith
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).	Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		HELIX ENERGY SOLUTIONS GROUP, INC.
		(Registrant)

Date: ~~October 26, 2022~~July 27, 2023	By:	/s/ Owen Kratz
		Owen Kratz
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~October 26, 2022~~July 27, 2023	By:	/s/ Erik Staffeldt
		Erik Staffeldt
		Executive Vice President and
		Chief Financial Officer
		(Principal Financial Officer)

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