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What changed in HELIX ENERGY SOLUTIONS GROUP INC's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of HELIX ENERGY SOLUTIONS GROUP INC's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+331 added−341 removedSource: 10-K (2024-02-29) vs 10-K (2023-02-24)

Top changes in HELIX ENERGY SOLUTIONS GROUP INC's 2023 10-K

331 paragraphs added · 341 removed · 266 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

173 edited+27 added−35 removed155 unchanged
Biggest changeFurthermore, 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. 29 Table of Contents 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.
Biggest changeFurthermore, evaluating potential transactions and integrating completed transactions could be time-consuming, involve significant transaction related expenses, create unexpected costs, involve difficulties assimilating the operations and personnel of an acquired business, make evaluating our business and future financial prospects difficult and may divert the attention of our management from other operating matters.
We operate robotics assets to complement offshore construction, maintenance and well intervention services for the oil and gas market and to support offshore renewable energy projects for the renewable energy market. We often integrate our services with chartered vessels. Our robotics business operates globally, with primary operations in the North Sea, Gulf of Mexico, U.S.
We operate robotics assets to support offshore energy projects for the renewable energy market and to complement offshore construction, maintenance and well intervention services for the oil and gas market. We often integrate our services with chartered vessels. Our robotics business operates globally, with primary operations in the North Sea, Gulf of Mexico, U.S.
Helix Alliance’s decommissioning offerings include well plugging and abandonment, subsea infrastructure flushing and abandonments (or removals), platform decommissioning and structure removals, and subsea site clearance, and engineering, permitting and project management.
Helix Alliance’s decommissioning offerings include well plugging and abandonment, subsea infrastructure flushing and abandonments (or removals), platform decommissioning and structure removals, subsea site clearance, and engineering, permitting and project management.
Under these agreements we are indemnified against third-party claims related to the injury or death of our customers’ or vendors’ personnel, and vice versa. With respect to well work contracted to us, the customer is typically contractually responsible for pollution emanating from the well.
Under these agreements we are typically indemnified against third-party claims related to the injury or death of our customers’ or vendors’ personnel, and vice versa. With respect to well work contracted to us, the customer is typically contractually responsible for pollution emanating from the well.
Given the historically cyclical nature of the oil and gas market, as we have experienced, we may not be able to extend, renew or replace the contracts or we may be required to extend, renew or replace expiring contracts or obtain new contracts at rates that are below our existing contract rates, or that have other terms that are less favorable to us than our existing contracts.
Given the historically cyclical nature of the oil and gas market, as we have experienced, we may not be able to extend, renew or replace such contracts or we may be required to extend, renew or replace expiring contracts or obtain new contracts at rates that are below our existing contract rates, or that have other terms that are less favorable to us than our existing contracts.
International Overview We provide services globally and generally can be subject to local laws and regulations wherever we operate. Those laws and regulations generally govern environmental, labor, health and safety and other matters. The regulatory regimes of the U.K. and Brazil are of particular importance given the locations of our current operations. The U.K.
International Overview We provide services globally and accordingly can be subject to local laws and regulations wherever we operate. Those laws and regulations generally govern environmental, labor, health and safety and other matters. The regulatory regimes of the U.K. and Brazil are of particular importance given the locations of our current operations. The U.K.
Historically, we have enjoyed our highest North Sea vessel utilization rates during the summer and fall when weather conditions are more favorable for offshore operations, and we typically have experienced our lowest North Sea utilization rates in the first quarter. Helix Alliance experiences slower winter season in its diving and certain vessel operations.
Historically, we have enjoyed our highest North Sea vessel utilization rates during the summer and fall when weather conditions are more favorable for offshore operations, and we typically have experienced our lowest North Sea utilization rates in the first quarter. Helix Alliance experiences a slower winter season in its diving and certain vessel operations.
The levels of both capital and operating expenditures largely depend on the prevailing view of future oil and gas prices, which is influenced by numerous factors, including: ● worldwide economic activity and general economic and business conditions, including the interest rate environment and cost of capital as well as access to capital and capital markets; ● the global supply and demand for oil and natural gas; ● political and economic uncertainty and geopolitical unrest, including regional conflicts and economic and political conditions in oil-producing regions; ● actions taken by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) ; ● the occurrence or threat of an epidemic or pandemic disease and any related governmental response, including the COVID-19 pandemic and related governmental response ; ● the availability and discovery rate of new oil and natural gas reserves in offshore areas; ● the cost of offshore exploration for and production and transportation of oil and natural gas; ● the level of excess production capacity; ● the ability of oil and gas companies to generate funds or otherwise obtain capital for capital projects and production operations; ● the environmental and social sustainability of the oil and gas sector and the perception thereof, including within the investing community; ● the sale and expiration dates of offshore leases globally; 18 Table of Contents ● technological advances affecting energy exploration, production, transportation and consumption; ● the exploration and production of onshore shale oil and natural gas; ● potential acceleration of the development of alternative fuels; ● shifts in end-customer preferences toward fuel efficiency and the use of natural gas or renewable energy alternatives; ● weather conditions and natural disasters with respect to marine operations; ● laws, regulations and policies directly related to the industries in which we provide services, including restrictions on oil and gas leases, and their interpretation and enforcement; ● environmental and other governmental regulations; and ● tax laws, regulations and policies.
The levels of both capital and operating expenditures largely depend on the prevailing view of future oil and natural gas prices, which is influenced by numerous factors, including: ● worldwide economic activity and general economic and business conditions, including the interest rate environment and cost of capital as well as access to capital and capital markets; ● the global supply and demand for oil and natural gas; ● political and economic uncertainty and geopolitical unrest, including regional conflicts and economic and political conditions in oil-producing regions; ● actions taken by the Organization of Petroleum Exporting Countries (“OPEC”) and other non-OPEC producer nations (collectively with OPEC members, “OPEC+”) ; ● the occurrence or threat of an epidemic or pandemic disease and any related governmental response ; ● the availability and discovery rate of new oil and natural gas reserves in offshore areas; ● the cost of offshore exploration for and production and transportation of oil and natural gas; ● the level of excess production capacity; ● the ability of oil and gas companies to generate funds or otherwise obtain capital for capital projects and production operations; ● the environmental and social sustainability of the oil and gas sector and the perception thereof, including within the investing community; ● the sale and expiration dates of offshore leases globally; ● technological advances affecting energy exploration, production, transportation and consumption; 17 Table of Contents ● the exploration and production of onshore shale oil and natural gas; ● potential acceleration of the development of alternative fuels; ● shifts in end-customer preferences toward fuel efficiency and the use of natural gas or renewable energy alternatives; ● weather conditions and natural disasters with respect to marine operations; ● laws, regulations and policies directly related to the industries in which we provide services, including restrictions on oil and gas leases, and their interpretation and enforcement; ● environmental and other governmental regulations; and ● tax laws, regulations and policies.
In addition, concern about climate change and greenhouse gases may result in new or additional legal, legislative, and/or regulatory requirements to reduce or mitigate the effects of climate change on the environment. Any such new requirements could increase our operating costs and impede our ability to provide services to our customers.
In addition, concern about climate change and greenhouse gases may result in new or additional legal, legislative, and/or regulatory requirements designed to reduce or mitigate the effects of climate change on the environment. Any such new requirements could increase our operating costs and impede our ability to provide services to our customers.
During that period, we would not necessarily know the impact to our systems or networks, costs and actions required to fully remediate and our initial remediation efforts may not be successful, and the errors or actions could be repeated before they are fully contained and remediated.
During that period, we may not necessarily know the impact to our systems or networks, costs and actions required to fully remediate and our initial remediation efforts may not be successful, and the errors or actions could be repeated before they are fully contained and remediated.
Continued lower levels of economic activity and weakness in the financial markets could also adversely affect our ability to implement our strategic objectives. A further decline in the offshore energy services market could result in impairment charges.
Continued lower levels of economic activity and weakness in the financial markets could also adversely affect our ability to implement our strategic objectives. A decline in the offshore energy services market could result in impairment charges.
The IMO has negotiated MARPOL, which imposes on the shipping industry environmental standards relating to oil spills, management of garbage, the handling and disposal of noxious liquids, harmful substances in packaged forms, sewage, and air emissions. 13 Table of Contents OPA The Oil Pollution Act of 1990, as amended (“OPA”), imposes a variety of requirements on offshore facility owners or operators in the U.S., and the lessee or permittee of the U.S. area in which an offshore facility is located, as well as owners and operators of vessels.
The IMO has negotiated MARPOL, which imposes on the shipping industry environmental standards relating to oil spills, management of garbage, the handling and disposal of noxious liquids, harmful substances in packaged forms, sewage, and air emissions. 12 Table of Contents OPA The Oil Pollution Act of 1990, as amended (“OPA”), imposes a variety of requirements on offshore facility owners or operators in the U.S., and the lessee or permittee of the U.S. area in which an offshore facility is located, as well as owners and operators of vessels.
The repudiation, early cancellation, termination or renegotiation of our contracts by our customers, or the termination of call-off work, could have a material adverse effect on our financial position, results of operations and cash flows.
The repudiation, early cancellation, termination or renegotiation of our contracts by our customers, or the termination or reduction of call-off work, could have a material adverse effect on our financial position, results of operations and cash flows.
Consistent with standard industry practice, we typically obtain contractual indemnification from our customers whereby they agree to protect and indemnify us for liabilities resulting from various hazards associated with offshore operations.
Consistent with standard industry practice, we typically seek to obtain contractual indemnification from our customers whereby they agree to protect and indemnify us for liabilities resulting from various hazards associated with offshore operations.
Because we have certain debt and other obligations, a prolonged period of low demand and rates for our services could lead to a material adverse effect on our liquidity.
Because we have certain debt and other obligations, a prolonged period of low demand or rates for our services could lead to a material adverse effect on our liquidity.
Site clearance: Activities utilizing ROVs for the safe removal of obstructions, such as boulders, unexploded ordnance (UXOs) and debris, that would inhibit the construction of an offshore wind farm. 17 Table of Contents Spot vessels: Vessels not owned or under term charters but contracted on a short-term basis typically to perform specific projects.
Site clearance: Activities utilizing ROVs for the safe removal of obstructions, such as boulders, unexploded ordnance (UXOs) and debris, that would inhibit the construction of an offshore wind farm. 16 Table of Contents Spot vessels: Vessels not owned or under term charters but contracted on a short-term basis typically to perform specific projects.
Market and Industry Risks Our business is adversely affected by low oil and gas prices, which occur in a cyclical oil and gas market that continues to experience volatility.
MARKET AND INDUSTRY RISKS Our business is adversely affected by low oil and natural gas prices, which occur in a cyclical oil and gas market that continues to experience volatility.
Copies of this Annual Report for the year ended December 31, 2022, previous and subsequent copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto, are or will be available free of charge at our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
Copies of this Annual Report for the year ended December 31, 2023, previous and subsequent copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto, are or will be available free of charge at our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.
Failure to perform in accordance with contract specifications can result in reduced rates (or zero rates), contractual penalties, and ultimately, termination in the event of sustained non-performance. Reduced revenues and/or contract termination due to our inability or failure to perform operationally could have a material adverse effect on our financial position, results of operations and cash flows.
Failure to perform in accordance with contract specifications can result in reduced rates (or zero rates), customer disputes, contractual penalties, and ultimately, termination in the event of sustained non-performance. Reduced revenues and/or contract termination due to our inability or failure to perform operationally could have a material adverse effect on our financial position, results of operations and cash flows.
Similar to other companies, our systems and networks, and those of third parties with whom we do business, may be subject to cybersecurity breaches caused by, among other things, illegal hacking, insider threats, computer viruses, phishing, malware, ransomware, or acts of vandalism or terrorism, or those perpetrated by criminals or nation-state actors.
Similar to other companies, our systems and networks, and those of third parties with whom we do business, could be subject to cybersecurity breaches caused by, among other things, illegal hacking, insider threats, computer viruses, phishing, malware, ransomware, or acts of vandalism or terrorism, or acts perpetrated by criminals or nation-state actors.
The HP I has been under contract to the Phoenix field operator since February 2013 and is currently under an agreement through at least June 1, 2024. We developed the HFRS in 2011 as a culmination of our experience as a responder in the 2010 Macondo well control and containment efforts.
The HP I has been under contract to the Phoenix field operator since February 2013 and is currently under an agreement through at least June 1, 2025. We developed the HFRS in 2011 as a culmination of our experience as a responder in the 2010 Macondo well control and containment efforts.
Our principal executive officer and our principal financial officer have made the certifications required under Section 302 of the Sarbanes-Oxley Act, which are included as exhibits to this Annual Report. Please refer to the subsection “Certain Definitions” on page 16 for definitions of additional terms commonly used in this Annual Report.
Our principal executive officer and our principal financial officer have made the certifications required under Section 302 of the Sarbanes-Oxley Act, which are included as exhibits to this Annual Report. Please refer to the subsection “Certain Definitions” on page 15 for definitions of additional terms commonly used in this Annual Report.
Violations can result in substantial civil and criminal penalties, as well as potential court injunctions that could curtail operations and cancel leases. 14 Table of Contents Current Compliance and Potential Impact We believe that we are in compliance in all material respects with the applicable environmental laws and regulations to which we are subject.
Violations can result in substantial civil and criminal penalties, as well as potential court injunctions that could curtail operations and cancel leases. 13 Table of Contents Current Compliance and Potential Impact We believe that we are in compliance in all material respects with the applicable environmental laws and regulations to which we are subject.
As major and independent oil and gas companies develop deepwater reserves, we expect the number of subsea trees to increase, which can improve long-term demand for well intervention services. Historically, drilling rigs have been used in subsea well intervention to enhance production and decommission wells.
As major and independent oil and gas companies develop deepwater reserves, we expect the number of subsea trees to increase, which can improve long-term demand for well intervention services. Drilling rigs have historically been and are still used in subsea well intervention to enhance production and decommission wells.
Specifically, the Corporate Governance and Nominating Committee of our Board (the “Governance Committee”) oversees, assesses and reviews the disclosure and reporting of any ESG matters, including with respect to climate change, regarding the Company’s business and industry, and that committee’s charter formally incorporates oversight of ESG matters as a stated responsibility.
Specifically, the Corporate Governance and Nominating Committee of our Board (the “Governance Committee”) oversees, assesses and reviews the disclosure and reporting of any sustainability matters, including with respect to climate change, regarding the Company’s business and industry, and that committee’s charter formally incorporates oversight of sustainability matters as a stated responsibility.
Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), the Helix Fast Response System (the “HFRS”) and our ownership of oil and gas properties. All of our current Production Facilities activities are located in the Gulf of Mexico. Services we currently offer to the offshore oil and gas market worldwide include: ● Development.
Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), the Helix Fast Response System (the “HFRS”) and our ownership of mature oil and gas properties. All of our current Production Facilities activities are located in the Gulf of Mexico. Services we currently offer to the offshore oil and gas market worldwide include: ● Production.
Following the Deepwater Horizon incident in April 2010, BSEE implemented enhanced standards for companies engaged in the development of offshore oil and gas wells. As an owner and operator of wells located on the OCS, we are required to have a BSEE-approved Oil Spill Response Plan.
Following the Deepwater Horizon incident in April 2010, BSEE implemented enhanced standards for companies engaged in the development of offshore oil and gas wells. As an owner and operator of wells located on the OCS, we are required to maintain a BSEE-approved Oil Spill Response Plan.
In the U.S., we are subject to the Coastwise Merchandise Statute (commonly known as the “Jones Act”), which generally provides that only vessels built in the U.S., owned 75% by U.S. citizens, and crewed by U.S. citizen seafarers may transport merchandise between points in the U.S.
In the U.S., we are subject to the Coastwise Merchandise Statute (commonly known as the “Jones Act”), which generally provides that only vessels built in the U.S., owned at least 75% by U.S. citizens, and crewed by U.S. citizen seafarers may transport merchandise between points in the U.S.
Making those payments absent revenue generation could have a material adverse effect on our financial position, results of operations and cash flows. 21 Table of Contents Asset upgrade, modification, refurbishment, repair, dry dock and construction projects, and customer contractual acceptance of vessels, systems and other equipment, are subject to risks, including delays, cost overruns, loss of revenue and failure to commence or maintain contracts.
Making those payments absent revenue generation could have a material adverse effect on our financial position, results of operations and cash flows. Asset upgrade, modification, refurbishment, repair, dry dock and construction projects, and customer contractual acceptance of vessels, systems and other equipment, are subject to risks, including delays, cost overruns, loss of revenue and failure to commence or maintain contracts.
Governments in some countries, notably in Australia, Brazil and in the West Africa region, remain active in establishing and enforcing such requirements along with other aspects of the energy industries in their respective countries. 12 Table of Contents A number of jurisdictions where we operate require that certain work may only be performed by vessels built and/or registered in that jurisdiction.
Governments in some countries, notably in Australia, Brazil and in the West Africa region, remain active in establishing and enforcing such requirements along with other aspects of the energy industries in their respective countries. A number of jurisdictions where we operate require that certain work may only be performed by vessels built and/or registered in that jurisdiction.
Therefore, changes in exchange rates between the U.S. dollar and those other currencies affect the value of those items as reflected in our consolidated financial statements, even if their value remains unchanged in their original currency. Legal and Regulatory Compliance Risks Government regulations may affect our business operations, including impeding our operations and making our operations more difficult and/or costly.
Therefore, changes in exchange rates between the U.S. dollar and those other currencies affect the value of those items as reflected in our consolidated financial statements, even if their value remains unchanged in their original currency. 24 Table of Contents LEGAL AND REGULATORY COMPLIANCE RISKS Government regulations may affect our business operations, including impeding our operations and making our operations more difficult and/or costly.
We believe that over the long term our robotics business is positioned to continue providing services to a range of clients in the renewable energy market. 7 Table of Contents Shallow Water Abandonment In July 2022, we completed the acquisition of Alliance, a vertically integrated company specializing in comprehensive offshore oilfield decommissioning services predominantly in the Gulf of Mexico shelf.
We believe that over the long term our robotics business is positioned to continue providing services to a range of clients in the renewable energy market. Shallow Water Abandonment In July 2022, we completed the acquisition of Alliance, a vertically integrated company specializing in comprehensive offshore oilfield decommissioning services predominantly in the Gulf of Mexico shelf.
While the impact of these proposed and future rules cannot be determined, they may have adverse effects on us, including increased administrative and compliance costs. 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 .
While the impact of these proposed and future rules cannot be determined, they may have adverse effects on us, including increased administrative and compliance costs. 25 Table of Contents 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 .
It is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from our operations, would result in substantial costs and liabilities.
It is possible that other developments, such as stricter environmental laws and regulations, or claims for damages to property or persons resulting from our operations, could result in substantial costs and liabilities.
As a result we may experience diminished reputation or sentiment, reduced access to capital markets and/or increased cost of capital, an inability to attract and retain talent, and loss of customers or vendors. 22 Table of Contents Our North Sea and Helix Alliance businesses typically decline in the winter, and weather can adversely affect our operations.
As a result we may experience diminished reputation or sentiment, reduced access to capital markets and/or increased cost of capital, an inability to attract and retain talent, and loss of customers or vendors. Our North Sea and Helix Alliance businesses typically decline in the winter, and weather can adversely affect our operations.
To reinforce this commitment in the U.S., our Houston office implemented a blind hiring initiative through which Human Resources can mask certain identifying characteristics of new hire candidates at the initial stages of the hiring process, including characteristics that may identify a person’s gender, race, disability, ethnicity or nationality.
To reinforce this commitment in the U.S., our Houston office implemented a blind recruiting initiative through which Human Resources can mask certain identifying characteristics of new candidates at the initial stages of the recruiting process, including characteristics that may identify a person’s gender, race, disability, ethnicity or nationality.
DP2: Two DP systems on a single vessel providing the redundancy that allows the vessel to maintain position even in the absence of one DP system. 16 Table of Contents DP3: DP control system comprising a triple-redundant controller unit and three identical operator stations. The system is designed to withstand fire or flood in any one compartment.
DP2: Two DP systems on a single vessel providing the redundancy that allows the vessel to maintain position even in the absence of one DP system. DP3: DP control system comprising a triple-redundant controller unit and three identical operator stations. The system is designed to withstand fire or flood in any one compartment.
We understand we have an important role to play as a steward of the people, communities and environments we serve, and we regularly look for ways to emphasize and improve our own ESG record.
We understand we have an important role to play as a steward of the people, communities and environments we serve, and we regularly look for ways to emphasize and improve our own sustainability record.
Historically, this work was performed by barges and other similar vessels, but these types of services are increasingly being contracted to vessels more suitable for harsh offshore weather conditions, especially in the North Sea where offshore wind farming is currently concentrated.
Historically, this work was performed by barges and other similar vessels, but these types of services are increasingly being contracted to vessels more suitable for harsh offshore weather conditions, especially in the North Sea where offshore wind farm activity is currently concentrated.
Given that our business is adversely affected by low oil prices, such conditions would negatively impact oil and gas companies’ willingness and ability to make capital and other expenditures.
Given that the oil and gas business is adversely affected by low oil prices, such conditions would negatively impact oil and gas companies’ willingness and ability to make capital and other expenditures.
We also carry Protection and Indemnity (“P&I”) insurance, which covers liabilities arising from the operation of vessels, and General Liability insurance, which covers liabilities arising from construction operations. Onshore employees are covered by Workers’ Compensation. Offshore employees and marine crews are covered by a Maritime Employers Liability (“MEL”) insurance policy, which covers Jones Act exposures.
We also carry Protection and Indemnity insurance, which covers liabilities arising from the operation of vessels, and General Liability insurance, which covers liabilities arising from general operations. Onshore employees are covered by Workers’ Compensation. Offshore employees and marine crews are covered by a Maritime Employers Liability (“MEL”) insurance policy, which covers Jones Act exposures.
This sentiment may in turn lead to a lack of investment, investability or borrowing capital, or a more negative overall perception related to the fossil fuel industry. Further, we may not succeed in implementing or communicating an ESG message that is well understood or received.
This sentiment may in turn lead to a lack of investment, investability or borrowing capital, or a more negative overall perception related to the fossil fuel industry. Further, we may not succeed in implementing or communicating a sustainability message that is well understood or received.
Prolonged periods of low utilization and low rates for our services could result in the recognition of impairment charges for our assets if future cash flow estimates, based on information available to us at the time, indicate that their carrying value may not be recoverable. 25 Table of Contents Our international operations are exposed to currency devaluation and fluctuation risk .
Prolonged periods of low utilization or low rates for our services could result in the recognition of impairment charges for our assets if future cash flow estimates, based on information available to us at the time, indicate that their carrying value may not be recoverable. Our international operations are exposed to currency devaluation and fluctuation risk .
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.
Certain transactions may not be permitted under our existing asset-based credit facility or other debt instruments, requiring either waivers, amendments, or terminating such facility. Furthermore, a strategic transaction may result in a change in control of our company or otherwise materially and adversely affect our business.
Loss of position should not occur from any single failure. Dive support vessel (DSV): A vessel used as a floating base for commercial diving projects, with the basic requirements to keep station accurately and reliably throughout the diving operation.
Loss of position should not occur from any single failure. 15 Table of Contents Dive support vessel (DSV): A vessel used as a floating base for commercial diving projects, with the basic requirements to keep station accurately and reliably throughout the diving operation.
We separately maintain additional coverage that would cover us under certain circumstances against any such third-party claims associated with well control events. We receive workers’ compensation, MEL and other insurance claims in the normal course of business. We analyze each claim for its validity, potential exposure and estimated ultimate liability.
We separately maintain additional coverage designed to cover us under certain circumstances against any such third-party claims associated with well control events. We receive Workers’ Compensation, MEL and other insurance claims in the normal course of business. We analyze each claim for its validity, potential exposure and estimated ultimate liability.
We can provide no assurance, however, that we will obtain such contractual indemnification or that our customers will be willing or financially able to meet their indemnification obligations. 23 Table of Contents Our operations outside of the U.S. subject us to additional risks.
We can provide no assurance, however, that we will obtain such contractual indemnification or that our customers will be willing or financially able to meet their indemnification obligations. Our operations outside of the U.S. subject us to additional risks.
Services we currently offer to the offshore renewable energy market worldwide include: ● Site Clearance. Site preparation for construction of offshore wind farms, including boulder relocation and underwater unexploded ordnance identification and disposal. ● Trenching. Cable burial via jetting and/or cutting by self-propelled trenching ROVs and plough trenching. ● Subsea Support.
Services we currently offer to the offshore renewable energy market worldwide include: ● Trenching. Cable burial via jetting and/or cutting by self-propelled trenching ROVs; trenching using our I-plough trencher. ● Site Clearance. Site preparation for construction of offshore wind farms, including boulder relocation and underwater unexploded ordnance identification and disposal. ● Subsea Support.
In addition to its end-of-life decommissioning services, Helix Alliance offers services to support the full life cycle of offshore upstream and midstream industries, including oil and gas production through well intervention, coiled tubing and pumping; installations and construction; and IRM.
In addition to its end-of-life decommissioning services, Helix Alliance offers services to support the full life cycle of offshore upstream and midstream industries, including oil and gas production through well intervention, CT and pumping, installations and construction, and IRM.
Our well intervention operations include the utilization of slickline and electric line services, pumping services, specialized tooling and coiled tubing services. ​ Item 1A. Risk Factors Shareholders should carefully consider the following risk factors in addition to the other information contained herein.
Our well intervention operations include the utilization of slickline and electric line services, pumping services, specialized tooling and CT services. ​ Item 1A. Risk Factors Shareholders should carefully consider the following risk factors in addition to the other information contained herein.
Unless otherwise indicated, any reference to Notes herein refers to Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data located elsewhere in this Annual Report. OUR OPERATIONS We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of Mexico, U.S.
Unless otherwise indicated, any reference to Notes herein refers to Notes to Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data of this Annual Report. OUR OPERATIONS We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of Mexico (deepwater and shelf), U.S.
In some cases, those governmental requirements can impose liability for the entire cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with all applicable requirements when we performed them.
In some cases, those governmental requirements can impose liability for the cost of cleanup on any responsible party without regard to negligence or fault and impose liability on us for the conduct of others or conditions others have caused, or for our acts that complied with applicable requirements when performed.
Although there can be no assurance the amount of insurance we carry is sufficient to protect us fully in all events, or that such insurance will continue to be available at current levels of cost or coverage, we believe that our insurance protection is adequate for our business operations. 15 Table of Contents WEBSITE AND OTHER AVAILABLE INFORMATION We maintain a website on the Internet with the address of www.helixesg.com .
We acquire insurance protection that we believe is adequate for our business operations, although there can be no assurance that the amount of insurance we carry is sufficient to protect us fully in all events to which we may be liable or that such insurance will continue to be available at current levels of cost or coverage. 14 Table of Contents WEBSITE AND OTHER AVAILABLE INFORMATION We maintain a website on the Internet with the address of www.helixesg.com .
Our purpose-built well intervention vessels serve as work platforms and derive competitive advantages from their lower operating costs, with an ability to mobilize quickly and to maximize operational time by performing a broad range of tasks related to intervention, construction and IRM services. Our services provide cost advantages in the development and management of subsea reservoirs.
Our purpose-built well intervention vessels derive competitive advantages from their lower operating costs, with an ability to mobilize quickly and to maximize operational time by efficiently performing a broad range of tasks related to intervention, construction and IRM services. Our services provide cost advantages in the development and management of subsea reservoirs.
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 vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and the two chartered monohull vessels, the Siem Helix 1 and the Siem Helix 2 .
The level of indebtedness may have an adverse effect on our future operations, including: ● limiting our ability to refinance maturing debt or to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements; ● increasing our vulnerability to a general economic downturn, competition and industry conditions, which could place us at a disadvantage compared to our competitors that are less leveraged; ● increasing our exposure to potential rising interest rates for any portion of our borrowings that may be at variable interest rates; 24 Table of Contents ● reducing the availability of our cash flows to fund our working capital requirements, capital expenditures, acquisitions, investments and other general corporate requirements for that portion of our cash flows that may be needed to service debt obligations; ● limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● limiting our ability to expand our business through capital expenditures or pursuit of acquisition opportunities due to negative covenants in credit facilities that place limitations on the types and amounts of investments that we may make; ● limiting our ability to use, or post security for, bonds or similar instruments required under the laws of certain jurisdictions with respect to, among other things, the temporary importation of vessels, systems and other equipment and the decommissioning of offshore oil and gas properties; and ● limiting our ability to sell or pledge assets or use proceeds from certain asset sales for purposes other than debt repayment.
The level of indebtedness may have an adverse effect on our future operations, including: ● limiting our ability to refinance maturing debt or to obtain additional financing on satisfactory terms to fund our working capital requirements, capital expenditures, acquisitions, investments, debt service requirements and other general corporate requirements; ● increasing our vulnerability to a general economic downturn, competition and industry conditions, which could place us at a disadvantage compared to our competitors that are less leveraged; ● increasing our exposure to potential rising interest rates for any portion of our borrowings that may be at variable interest rates or at risk to be refinanced at rising rates; ● reducing the availability of our cash flows to fund our working capital requirements, capital expenditures, acquisitions, investments and other general corporate requirements for that portion of our cash flows that may be needed to service debt obligations; ● limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; ● limiting our ability to expand our business through capital expenditures or pursuit of acquisition opportunities due to negative covenants in credit facilities that place limitations on the types and amounts of investments that we may make; ● limiting our ability to use, or post security for, bonds or similar instruments required under the laws of certain jurisdictions with respect to, among other things, the temporary importation of vessels, systems and other equipment and the decommissioning of offshore oil and gas properties; and ● limiting our ability to sell or pledge assets or use proceeds from certain asset sales for purposes other than debt repayment. 23 Table of Contents A prolonged period of weak economic or industry conditions and other events beyond our control may make it difficult to comply with our covenants and other restrictions in agreements governing our debt.
Additionally, our customers, in reaction to negative market conditions, may seek to negotiate contracts at lower rates, both during and at the expiration of the term of our contracts, to cancel earlier work and shift it to later periods, or to cancel their contracts with us even if cancellation involves their paying a cancellation fee.
Additionally, our customers, in reaction to negative market conditions, may seek to negotiate contracts at lower rates, both during and at the expiration of the term of our contracts, to cancel earlier work and shift it to later periods, to cancel their contracts with us even if cancellation involves their paying a cancellation fee, or to delay or refuse payment for our services.
Our common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “HLX.” Our Chief Executive Officer submitted the annual CEO certification to the NYSE in June 2022 as required under its Listed Company Manual.
Our common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “HLX.” Our Chief Executive Officer submitted the annual CEO certification to the NYSE in May 2023 as required under its Listed Company Manual.
In the U.S., the Coast Guard sets safety standards and is authorized to investigate marine incidents, recommend safety standards, and inspect vessels at will. We also adhere to manning requirements implemented by the Coast Guard for operations on the U.S. Outer Continental Shelf (“OCS”).
In the U.S., the Coast Guard sets safety standards and is authorized to investigate marine incidents, recommend safety standards, and inspect vessels at will. We also adhere to manning requirements implemented by the Coast Guard for operations on the U.S.
Our current insurance program generally covers a 12-month period beginning July 1 each year. We maintain Hull and Increased Value insurance, which provides coverage for physical damage up to an agreed amount for each vessel.
Our current insurance programs generally cover a 12-month period beginning July 1 each year. We maintain Hull and Increased Value insurance, which provides coverage for physical damage up to an agreed amount for each vessel.
Overview In the U.S., we are subject to the jurisdiction of the U.S. Coast Guard (the “Coast Guard”), the U.S. Environmental Protection Agency (the “EPA”) as well as state environmental protection agencies for those jurisdictions in which we operate, three divisions of the U.S. Department of the Interior (BOEM, BSEE and the Office of Natural Resources Revenue), and the U.S.
Coast Guard (the “Coast Guard”), the U.S. Environmental Protection Agency (the “EPA”) as well as state environmental protection agencies for those jurisdictions in which we operate, three divisions of the U.S. Department of the Interior (BOEM, BSEE and the Office of Natural Resources Revenue), and the U.S.
Our services are substantially dependent upon the condition of the oil and gas market, and in particular, the willingness of oil and gas companies to make capital and other expenditures for offshore exploration, development, drilling and production operations.
Our services are substantially affected by the condition of the oil and gas market, and in particular, the willingness of oil and gas companies to make capital and other expenditures for offshore exploration, development, drilling and production operations.
Board Diversity Our Board defines diversity expansively and has determined that it is desirable to have diverse viewpoints, professional experiences, backgrounds (including gender, race, ethnicity and educational backgrounds) and skills, with the principal qualification of a director being the ability to act effectively on behalf of Company shareholders.
Board Diversity Our Board defines diversity expansively and has determined that it is desirable to have diverse viewpoints, professional experiences, backgrounds (including gender, race, ethnicity and educational backgrounds) and skills, with the principal qualification of a director being the ability to act effectively on behalf of Company shareholders. Our Board has remained diverse following a long-standing refreshment process.
We provide cable burial services related to subsea power cable installations as well as seabed clearing and site preparation services around the world using our chartered vessels, trenchers and ROVs. In 2022, revenues derived from offshore renewable energy contracts accounted for 43% of our global Robotics segment revenues.
We provide cable burial services related to subsea power cable installations as well as seabed clearance and site preparation services around the world using our chartered vessels, trenchers and ROVs. In 2023, revenues derived from offshore renewable energy contracts accounted for 42% of our global Robotics segment revenues.
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 and plug and abandonment (“P&A”) and coiled tubing systems.
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 (“CT”) systems.
In addition, our customers may seek to cancel, terminate, suspend or renegotiate our contracts, or our projects in Helix Alliance subject to call-off orders may be able to be terminated earlier than expected, in the event of our customers’ diminished demand for our services due to global or industry conditions affecting our customers and their own revenues.
In addition, our customers may seek to cancel, terminate, suspend or renegotiate our contracts, or our projects in Helix Alliance subject to call-off orders may be terminated earlier than expected, in the event of our customers’ diminished demand for our services due to global or industry conditions.
Our operations outside of the U.S. are subject to risks inherent in foreign operations, including: ● the loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, acts of terrorism and other political risks; ● increases in taxes and governmental royalties; ● laws and regulations affecting our operations, including with respect to customs, assessments and procedures, and similar laws and regulations that may affect our ability to move our assets in and out of foreign jurisdictions; ● renegotiation or abrogation of contracts with governmental and quasi-governmental entities; ● changes in laws and policies governing operations of foreign-based companies; ● currency exchange restrictions and exchange rate fluctuations; ● global economic cycles; ● restrictions or quotas on production and commodity sales; ● limited market access; ● trade and labor unions as well as local content requirements; and ● other uncertainties arising out of foreign government sovereignty over our international operations.
Our operations outside of the U.S. are subject to risks inherent in foreign operations, including: ● the loss of revenue, property and equipment from expropriation, nationalization, war, insurrection, acts of terrorism and other political risks; ● increases in taxes and governmental royalties; ● laws and regulations affecting our operations, including with respect to customs, assessments and procedures, and similar laws and regulations that may affect our ability to move our assets and/or personnel in and out of foreign jurisdictions; ● renegotiation or abrogation of contracts with governmental and quasi-governmental entities; ● changes in laws and policies governing operations of foreign-based companies; ● currency exchange restrictions and exchange rate fluctuations; ● global economic cycles; ● restrictions or quotas on production and commodity sales; ● limited market access; ● trade and labor unions as well as local content requirements; and ● other uncertainties arising out of foreign government sovereignty over our international operations. 22 Table of Contents Certain countries have in place or are in the process of developing complex laws for foreign companies doing business in these countries.
Certain of our assets, liabilities, revenues and expenses are denominated in other countries’ currencies. Those assets, liabilities, revenues and expenses are translated into U.S. dollars at the applicable exchange rates to prepare our consolidated financial statements.
The reporting currency for our consolidated financial statements is the U.S. dollar. Certain of our assets, liabilities, revenues and expenses are denominated in other countries’ currencies. Those assets, liabilities, revenues and expenses are translated into U.S. dollars at the applicable exchange rates to prepare our consolidated financial statements.
While the Board oversees strategic ESG initiatives, our Climate Change Action Committee, comprised of key leaders from QHSE, legal, our business units and management, evaluates Helix’s impact on climate change, implements our go-forward strategies and assists in providing comprehensive disclosures.
While the Board and its Committees oversee strategic sustainability initiatives, our Climate Change Action Committee, comprised of key leaders from QHSE, legal, our business units and management, evaluates Helix’s impact on climate change, implements our go-forward strategies and assists in providing comprehensive disclosures.
Although historically our service contracts were of relatively short duration, over the past few years we performed a number of long-term contracts. We currently have contracts with four customers that represent approximately 69% of our total backlog as of December 31, 2022.
Although historically our service contracts were of relatively short duration, over the past few years we performed a number of long-term contracts. We currently have contracts with five customers that represent approximately 55% of our total backlog as of December 31, 2023.
However the nature of the oil and gas sector in which we predominantly operate may impact in the near or long term sustainability sentiment of investors, lenders, other industry participants and individuals, as the global markets shift towards green energy and environmental conservation.
However the nature of the oil and gas sector in which we predominantly operate may impact in the near or long term sustainability sentiment of investors, lenders, other industry participants and individuals, to the extent the global markets value green energy and environmental conservation.
These regimes are applicable in most countries where we operate; however, the vessel’s flag state and the country where we operate may impose additional requirements, as described below. In addition, these conventions impose liability for certain environmental discharges, including strict liability in some cases. 11 Table of Contents U.S.
These regimes are applicable in most countries where we operate; however, the vessel’s flag state and the country where we operate may impose additional requirements, as described below. In addition, these conventions impose liability for certain environmental discharges, including strict liability in some cases. U.S. Overview In the U.S., we are subject to the jurisdiction of the U.S.
Continental Shelf in the North Sea is regulated by the Oil and Gas Authority (the “OGA”) in accordance with the Petroleum Act 1998. The OGA controls the Petroleum Operations Notices with which we comply for various well intervention and subsea construction projects, as required. The OGA also regulates the environmental requirements for our operations in the North Sea.
Continental Shelf in the North Sea is regulated by the North Sea Transition Authority (the “NSTA”) in accordance with the Petroleum Act 1998. The NSTA controls the Petroleum Operations Notices with which we comply for various well intervention and subsea construction projects, as required. The NSTA also regulates the environmental requirements for our operations in the North Sea.
Our Board has in the past and may from time to time in the future authorize share repurchase programs. On February 20, 2023, we announced that our Board approved a new share repurchase program authorizing the repurchase of up to $200 million issued and outstanding shares of our common stock.
Our Board has in the past authorized and may from time to time in the future authorize share repurchase programs. On February 20, 2023, we announced that our Board approved a new share repurchase program (the “2023 Repurchase Program”) under which we are authorized to repurchase up to $200 million issued and outstanding shares of our common stock.
Additional regulatory oversight is provided, among others, by the Brazilian Institute of the Environment and Renewable Natural Resources, which oversees Brazilian environmental legislation, implements the National Environmental Policy and exercises control and supervision of the use of natural resources, the Brazilian Health Regulatory Agency, which regulates products and services subject to health regulations, the Ministry of Labor, which regulates a variety of subjects including work-related accident prevention and the use of machinery and equipment, and the Brazilian Navy, which regulates maritime operations.
Additional regulatory oversight is provided, among others, by the Brazilian Institute of the Environment and Renewable Natural Resources, which oversees Brazilian environmental legislation, implements the National Environmental Policy and exercises control and supervision of the use of natural resources, the Brazilian Health Regulatory Agency, which regulates products and services subject to health regulations, the Ministry of Labor, which regulates a variety of subjects related to employment and other work permitting matters, and the Brazilian Navy, which regulates maritime operations.
While we believe in the strength and effectiveness of our QHSE programs, we continuously review how we can improve our control of QHSE risks through the behavior and feedback of our employees. 10 Table of Contents Diversity and Inclusion We are committed to diversity and inclusion throughout our workforce. In 2022, our worldwide workforce represented 34 different nationalities.
While we believe in the strength and effectiveness of our QHSE programs, we continuously review how we can improve our control of QHSE risks through the behavior and feedback of our employees. Diversity and Inclusion We are committed to diversity and inclusion throughout our workforce. In 2023, our worldwide workforce represented 37 different nationalities.
The SEC maintains an Internet website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. The Internet address of the SEC’s website is www.sec.gov .
The SEC maintains an Internet website at www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
In the event of termination or modification of a contract due to late delivery, we may not be able to secure a replacement contract on favorable terms, if at all, which could have a material adverse effect on our business, financial position, results of operations and cash flows.
In the event of termination or modification of a contract due to late delivery, we may not be able to secure a replacement contract on favorable terms, if at all, which could have a material adverse effect on our business, financial position, results of operations and cash flows. 20 Table of Contents We may not be able to compete successfully against current and future competitors.
The 2019 CBP Rulings constitute a significant step towards establishing a predictable regime of regulation for offshore operations. We are aware, however, that certain organizations are seeking to overturn the 2019 CBP Rulings, particularly with respect to offshore lifting operations. CBP, its parent agency, the Department of Homeland Security, the federal courts or the U.S.
The 2019 CBP Rulings constitute a significant step towards establishing a predictable regime of regulation for offshore operations. Certain organizations may seek to overturn the 2019 CBP Rulings, particularly with respect to offshore lifting operations. CBP, its parent agency, the Department of Homeland Security, the federal courts or the U.S.
In the event of property loss due to a catastrophic disaster, mechanical failure, collision or other event, insurance may not cover a substantial loss of revenue, increased costs and other liabilities, and therefore the loss of any of our assets could have a material adverse effect on us.
In the event of property loss due to a catastrophe, mechanical failure, collision or other event, insurance may not cover a substantial loss of revenue, increased costs and other liabilities, and therefore the loss of any of our assets, or damage asserted to have been caused by our assets, could have a material adverse effect on us.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn the following reconciliation, we provide amounts as reflected in the condensed consolidated financial statements unless otherwise noted. 38 Table of Contents The reconciliation of our net income (loss) to EBITDA and Adjusted EBITDA is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2022 2021 2020 Net income (loss) ​ $ (87,784) ​ $ (61,684) ​ $ 20,084 Adjustments: ​ ​ ​ Income tax provision (benefit) ​ 12,603 ​ (8,958) ​ (18,701) Net interest expense ​ 18,950 ​ 23,201 ​ 28,531 (Gain) loss on extinguishment of long-term debt ​ — ​ 136 ​ (9,239) Other (income) expense, net ​ 23,330 ​ 1,490 ​ (4,724) Depreciation and amortization ​ 142,686 ​ 141,514 ​ 133,709 Goodwill impairment ​ — ​ — ​ 6,689 Gain on equity investment ​ (8,262) ​ — ​ (264) EBITDA ​ 101,523 ​ 95,699 ​ 156,085 Adjustments: ​ ​ ​ (Gain) loss on disposition of assets, net ​ — ​ 631 ​ (889) Acquisition and integration costs ​ ​ 2,664 ​ ​ — ​ ​ — Change in fair value of contingent consideration ​ ​ 16,054 ​ ​ — ​ ​ — General provision (release) for current expected credit losses ​ 781 ​ (54) ​ 746 Realized losses from foreign exchange contracts not designated as hedging instruments ​ — ​ — ​ (682) Adjusted EBITDA ​ $ 121,022 ​ $ 96,276 ​ $ 155,260 ​ The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 2020 Cash flows from operating activities ​ $ 51,108 ​ $ 140,117 ​ $ 98,800 Less: Capital expenditures, net of proceeds from sale of assets ​ (33,504) ​ (8,271) ​ (19,281) Free Cash Flow ​ $ 17,604 ​ $ 131,846 ​ $ 79,519 ​ The reconciliation of our long-term debt to Net Debt is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Long-term debt including current maturities ​ $ 264,075 ​ $ 305,010 Less: Cash and cash equivalents and restricted cash ​ (189,111) ​ (327,127) Net Debt ​ $ 74,964 ​ $ (22,117) ​ Comparison of Years Ended December 31, 2022 and 2021 We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.
Biggest changeThe reconciliation of our net loss to EBITDA and Adjusted EBITDA is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 2021 Net loss ​ $ (10,838) ​ $ (87,784) ​ $ (61,684) Adjustments: ​ ​ ​ Income tax provision (benefit) ​ 18,352 ​ 12,603 ​ (8,958) Net interest expense ​ 17,338 ​ 18,950 ​ 23,201 Other expense, net ​ 3,590 ​ 23,330 ​ 1,490 Depreciation and amortization ​ 164,116 ​ 142,686 ​ 141,514 Gain on equity investment ​ — ​ (8,262) ​ — EBITDA ​ 192,558 ​ 101,523 ​ 95,563 Adjustments: ​ ​ ​ (Gain) loss on disposition of assets, net ​ (367) ​ — ​ 631 Acquisition and integration costs ​ ​ 540 ​ ​ 2,664 ​ ​ — Change in fair value of contingent consideration ​ ​ 42,246 ​ ​ 16,054 ​ ​ — General provision (release) for current expected credit losses ​ 1,149 ​ 781 ​ (54) Loss on extinguishment of long-term debt ​ 37,277 ​ — ​ 136 Adjusted EBITDA ​ $ 273,403 ​ $ 121,022 ​ $ 96,276 ​ The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 2021 Cash flows from operating activities ​ $ 152,457 ​ $ 51,108 ​ $ 140,117 Less: Capital expenditures, net of proceeds from asset sales and insurance recoveries ​ (18,659) ​ (33,504) ​ (8,271) Free Cash Flow ​ $ 133,798 ​ $ 17,604 ​ $ 131,846 ​ The reconciliation of our long-term debt to Net Debt is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Long-term debt including current maturities ​ $ 361,722 ​ $ 264,075 Less: Cash and cash equivalents and restricted cash ​ (332,191) ​ (189,111) Net Debt ​ $ 29,531 ​ $ 74,964 ​ 38 Table of Contents Comparison of Years Ended December 31, 2023 and 2022 We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.
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. 44 Table of Contents CRITICAL ACCOUNTING ESTIMATES Our discussion and analysis of our financial condition and results of operations, as reflected in the consolidated financial statements and related footnotes included in Item 8 .
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. 44 Table of Contents CRITICAL ACCOUNTING ESTIMATES AND POLICIES Our discussion and analysis of our financial condition and results of operations, as reflected in the consolidated financial statements and related footnotes included in Item 8 .
As historically production enhancement through well intervention is less expensive per incremental barrel of oil than exploration, we continue to expect oil and gas companies to increasingly focus on optimizing production of their existing subsea wells.
As historically production enhancement through well intervention is less expensive per incremental barrel of oil than exploration, we expect oil and gas companies to continue to focus on optimizing production of their existing subsea wells.
All material intercompany transactions between the segments have been eliminated in our condensed consolidated financial statements, including our condensed consolidated results of operations.
All material intercompany transactions between the segments have been eliminated in our consolidated financial statements, including our consolidated results of operations.
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 December 31, 2022.
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 December 31, 2023.
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 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 manner, timing and amount of any purchase will be determined by management at its discretion based on an evaluation of market conditions, stock price, liquidity and other factors. The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion.
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.
We support the energy transition to renewable energy through our services in offshore wind farm developments, primarily including subsea cable trenching and burial as well as seabed clearance and preparation services.
Comparison of Years Ended December 31, 2021 and 2020 Various financial and operational highlights for the years ended December 31, 2021 and 2020 were previously presented in our 2021 Annual Report on Form 10-K.
Comparison of Years Ended December 31, 2022 and 2021 Various financial and operational highlights for the years ended December 31, 2022 and 2021 were previously presented in our 2022 Annual Report on Form 10-K.
We expect growth in our renewables services as the energy market transitions to continued renewable energy developments. 36 Table of Contents 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.
We expect growth in our renewables services as the energy market transitions to continued renewable energy developments. 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.
Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined based on the present values of expected future cash flows using discount rates believed to be consistent with those used by principal market participants or based on a multiple of operating cash flows validated with historical market transactions of similar assets where possible. 45 Table of Contents The determination of the appropriate asset groups at which to evaluate impairment, the review of property and equipment for impairment indicators, the projection of future cash flows of property and equipment, and the estimated fair value of any property and equipment that may be deemed unrecoverable involve significant judgment and estimation by our management.
Because there usually is a lack of quoted market prices for long-lived assets, the fair value of impaired assets is typically determined based on the present values of expected future cash flows using discount rates believed to be consistent with those used by principal market participants or based on a multiple of operating cash flows validated with historical market transactions of similar assets where possible. 45 Table of Contents The review of property and equipment for impairment indicators, the projection of future cash flows of property and equipment, and the estimated fair value of any property and equipment that may be deemed unrecoverable involve significant judgment and estimation by our management.
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 and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water, and government subsidies for renewable energy projects.
Demand for our services in the renewable energy market is affected by various factors, including the pace of consumer shift towards renewable energy sources, global electricity demand, technological advancements that increase the generation and/or reduce the cost of renewable energy, expansion of offshore renewable energy projects to deeper water and other regions, and government subsidies for renewable energy projects.
We expect these factors will continue to contribute to commodity price volatility and may temper customer spending for oil and gas projects. We maximize production of remaining oil and gas reserves for our customers primarily in our Well Intervention segment.
We expect these factors will continue to contribute to commodity price volatility with the potential to temper customer spending for oil and gas projects. We maximize production of existing oil and gas reserves for our customers primarily in our Well Intervention segment.
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.
To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, acquisition and integration costs, gains or losses on extinguishment of long-term debt, the change in fair value of contingent consideration and the general provision (release) for current expected credit losses, if any.
Our operations service the life cycle 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. We are subject to the effects of changing prices.
Our operations service the life cycle of an oil and gas field and provide P&A and decommissioning services at the end of the life of a field as required by governmental regulations. We believe that we have a competitive advantage in performing these services efficiently.
Item 1A. Risk Factors and located earlier in this Annual Report. 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 full-field decommissioning operations.
Item 1A. Risk Factors and located earlier in this Annual Report. 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 full-field decommissioning operations. We operate through our four business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.
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, including the payment of the Alliance earn-out consideration to the seller in the Alliance transaction. 43 Table of Contents 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 December 31, 2022 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).
Long-term debt and other contractual commitments The following table summarizes (in thousands) 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, operating lease obligations and Alliance earn-out consideration, as of December 31, 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.
Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $76.8 million in 2022 as compared to $63.4 million in 2021, primarily reflecting higher employee incentive and share-based compensation costs as well as increased general and administrative expenses related to Helix Alliance. Equity in Earnings of Investment.
Our selling, general and administrative expenses were $94.4 million in 2023 as compared to $76.8 million in 2022, primarily reflecting higher employee incentive and share-based compensation costs and the addition of Helix Alliance. Equity in Earnings of Investment.
Financing Activities Net cash outflows from financing activities in 2022 primarily reflect the repayment of $7.9 million related to the MARAD Debt and $35 million related to the 2022 Notes (Note 7).
Net cash outflows from financing activities for 2022 primarily reflect the repayment of $7.9 million related to the MARAD Debt and $35.0 million related to Convertible Senior Notes due 2022.
EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms under GAAP.
We evaluate our operating performance and financial condition based on EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt. EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt are non-GAAP financial measures that are commonly used but are not recognized accounting terms 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. We measure our operating performance based on EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt.
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.
As of December 31, 2022, our contracts with Shell in the Gulf of Mexico, U.K. and Brazil, our contracts with Trident and Petrobras in Brazil and our agreement for the HP I in the Gulf of Mexico represented approximately 69% of our total backlog. As of December 31, 2021, our consolidated backlog totaled $348 million.
As of December 31, 2023, our various contracts with Shell globally, our contracts with Trident Energy and Petrobras in Brazil, our contracts with Repsol globally, and our agreement for the HP I in the Gulf of Mexico represented approximately 55% of our total backlog. As of December 31, 2022, our consolidated backlog totaled $847 million.
Equity in earnings of investment of $8.3 million primarily reflected the cash distribution as a result of the sale of the “Independence Hub” platform in 2022 (Note 2). Net Interest Expense.
Equity in earnings of investment of $8.3 million in 2022 primarily reflects the gain on the sale of the “Independence Hub” platform (Note 2). Net Interest Expense.
Repurchases under the program would 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 2023 Repurchase Program has no set expiration date. Repurchases under the 2023 Repurchase Program have been made through open market purchases in compliance with Rule 10b-18 under the Exchange Act, but may also be made through privately negotiated transactions or plans, instructions or contracts established under Rule 10b5-1 under the Exchange Act.
At December 31, 2022, our commitment related to long-term vessel charters totaled approximately $378.8 million, of which $157.3 million was related to the non-lease (services) components that are not included in operating lease liabilities in the consolidated balance sheet as of December 31, 2022 .
(2) Operating leases include vessel charters and facility and equipment leases. At December 31, 2023, our commitment related to long-term vessel charters totaled approximately $306.4 million, of which $119.0 million was related to the non-lease (services) components that are not included in operating lease liabilities in the consolidated balance sheet as of December 31, 2023 .
Net working capital measures short-term liquidity and is important for predicting cash flow and debt servicing capacity. Long-Term Debt Long-term debt in the table above is net of unamortized debt issuance costs and excludes current maturities of $38.2 million and $42.9 million, respectively, at December 31, 2022 and 2021. See Note 7 for information relating to our long-term debt.
Net working capital measures short-term liquidity and is important for predicting cash flow and debt requirements. Long-Term Debt Long-term debt in the table above is net of unamortized debt discount and debt issuance costs and excludes current maturities of $48.3 million and $38.2 million, respectively, at December 31, 2023 and 2022.
EBITDA, Adjusted EBITDA, 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.
EBITDA, Adjusted EBITDA, 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 data prepared in accordance with GAAP. 37 Table of Contents We define EBITDA as earnings before income taxes, net interest expense, gains and losses on equity investments, net other income or expense, and depreciation and amortization expense.
Our consolidated 2022 gross profit increased by $35.2 million as compared to 2021, primarily reflecting increased profitability in our Robotics and Production Facilities segments and the addition of Shallow Water Abandonment segment in the third quarter 2022, offset in part by decreased profitability in our Well Intervention segment.
Our consolidated 2023 gross profit increased by $149.7 million as compared to 2022, primarily reflecting increases in our Well Intervention, Robotics and Shallow Water Abandonment segments in 2023, offset in part by lower profitability in our Production Facilities segment.
(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.
(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels, Robotics assets or Shallow Water Abandonment systems generated revenues by the total number of calendar days in the applicable period. Utilization rates of chartered Robotics vessels in 2023 and 2022 included 310 and 420 spot vessel days, respectively, at near full utilization.
Although the amount and timing of these costs may vary, they generally range between $3.0 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.
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 Well Intervention vessel and $0.5 million to $5.0 million per system or Helix Alliance asset.
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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2022 2021 Net working capital ​ $ 162,634 ​ $ 251,255 Long-term debt ​ 225,875 ​ 262,137 Liquidity ​ 284,729 ​ 304,660 ​ Net Working Capital Net working capital is equal to current assets minus current liabilities and includes current maturities of long-term debt.
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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ 2023 2022 Net working capital ​ $ 249,223 ​ $ 162,634 Long-term debt (excluding current maturities) ​ 313,430 ​ 225,875 Liquidity ​ 431,471 ​ 284,729 ​ 41 Table of Contents Net Working Capital Net working capital is equal to current assets minus current liabilities and includes cash and cash equivalents and restricted cash, current maturities of long-term debt and current operating lease liabilities.
The effective tax rates for 2022 and 2021 were (16.8)% and 12.7%, respectively. These variances were primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions as well as losses in certain jurisdictions for which no financial statement benefits have been recognized (Note 8).
These variances were primarily attributable to the earnings mix between our higher and lower tax rate jurisdictions, non-deductible losses on the extinguishment of long-term debt as well as losses for which no financial statement benefits have been recognized (Note 8).
Net other expense was $23.3 million in 2022 as compared to $1.5 million in 2021, primarily reflecting higher foreign currency losses due to weakening of the British pound in 2022. Income Tax Provision (Benefit). Income tax provision was $12.6 million for 2022 as compared to income tax benefit of $9.0 million for 2021.
Net other expense was $23.3 million in 2022, primarily reflecting foreign currency losses due to the weakening of the British pound in 2022. Income Tax Provision. Income tax provision was $18.4 million for 2023 as compared to $12.6 million for 2022. The effective tax rates for 2023 and 2022 were 244.2% and (16.8)%, respectively.
We believe that our cash on hand, internally generated cash flows and availability under the ABL Facility will be sufficient to fund our operations and service our debt over at least the next 12 months. 42 Table of Contents A period of weak industry activity may make it difficult to comply with the covenants and other restrictions in our debt agreements.
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 and other obligations over at least the next 12 months.
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.
Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. 35 Table of Contents Industry Influences and Market Environment 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 following table details various financial and operational highlights for the periods presented (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/(Decrease) ​ 2022 2021 Amount Percent Net revenues — ​ ​ ​ ​ Well Intervention ​ $ 524,241 ​ $ 516,564 ​ $ 7,677 1 % Robotics ​ 191,921 ​ 137,295 ​ 54,626 40 % Shallow Water Abandonment ​ 124,810 ​ — ​ 124,810 100 % Production Facilities ​ 82,315 ​ 69,348 ​ 12,967 19 % Intercompany eliminations ​ (50,187) ​ (48,479) ​ (1,708) ​ ​ ​ $ 873,100 ​ $ 674,728 ​ $ 198,372 29 % ​ 39 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ Increase/ ​ ​ December 31, ​ (Decrease) ​ 2022 2021 Amount Percent Gross profit (loss) — ​ ​ ​ ​ Well Intervention ​ $ (40,107) ​ $ (21,262) ​ $ (18,845) 89 % Robotics ​ 37,507 ​ 13,441 ​ 24,066 179 % Shallow Water Abandonment ​ ​ 23,919 ​ ​ — ​ ​ 23,919 ​ 100 % Production Facilities ​ 30,666 ​ 25,024 ​ 5,642 23 % Corporate, eliminations and other ​ (1,369) ​ (1,810) ​ 441 ​ ​ ​ $ 50,616 ​ $ 15,393 ​ $ 35,223 229 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin — ​ ​ ​ ​ Well Intervention ​ (8) % (4) % ​ Robotics ​ 20 % 10 % ​ Shallow Water Abandonment ​ 19 % — % ​ Production Facilities ​ 37 % 36 % ​ Total company ​ 6 % 2 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of vessels, Robotics assets or Shallow Water Abandonment systems (1) / Utilization (2) ​ ​ ​ ​ Well Intervention vessels ​ 7 / 80 % 7 / 67 % ​ Robotics assets (3) ​ 48 / 53 % 47 / 36 % ​ Chartered Robotics vessels ​ 5 / 95 % 3 / 97 % ​ Shallow Water Abandonment vessels (4) ​ 21 / 73 % — / — % ​ ​ ​ Shallow Water Abandonment systems (5) ​ 21 / 62 % — / — % ​ ​ ​ (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.
The following table details various financial and operational highlights for the periods presented (dollars in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/(Decrease) ​ 2023 2022 Amount Percent Net revenues — ​ ​ ​ ​ Well Intervention ​ $ 732,761 ​ $ 524,241 ​ $ 208,520 40 % Robotics ​ 257,875 ​ 191,921 ​ 65,954 34 % Shallow Water Abandonment ​ 274,954 ​ 124,810 ​ 150,144 120 % Production Facilities ​ 87,885 ​ 82,315 ​ 5,570 7 % Intercompany eliminations ​ (63,747) ​ (50,187) ​ (13,560) ​ ​ ​ ​ $ 1,289,728 ​ $ 873,100 ​ $ 416,628 48 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit (loss) — ​ ​ ​ ​ Well Intervention ​ $ 47,164 ​ $ (40,107) ​ $ 87,271 218 % Robotics ​ 60,618 ​ 37,507 ​ 23,111 62 % Shallow Water Abandonment ​ 71,261 ​ 23,919 ​ 47,342 198 % Production Facilities ​ 23,494 ​ 30,666 ​ (7,172) (23) % Corporate, eliminations and other ​ (2,181) ​ (1,369) ​ (812) ​ ​ ​ $ 200,356 ​ $ 50,616 ​ $ 149,740 296 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross margin — ​ ​ ​ ​ Well Intervention ​ 6 % (8) % ​ Robotics ​ 24 % 20 % ​ Shallow Water Abandonment ​ 26 % 19 % ​ Production Facilities ​ 27 % 37 % ​ Total company ​ 16 % 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of vessels, Robotics assets or Shallow Water Abandonment systems (1) / Utilization (2) ​ ​ ​ ​ Well Intervention vessels ​ 7 / 88 % 7 / 80 % ​ Robotics assets (3) ​ 46 / 62 % 48 / 53 % ​ Chartered Robotics vessels ​ 6 / 96 % 5 / 95 % ​ Shallow Water Abandonment vessels (4) ​ 20 / 74 % 21 / 73 % ​ Shallow Water Abandonment systems (5) ​ 26 / 70 % 21 / 62 % ​ (1) Represents the number of vessels, Robotics assets or 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.
Chartered vessel days increased to 1,401 days, which included 420 spot vessel days, in 2022 as compared to 1,178 days, which included 477 spot vessel days, in 2021. Trenching days increased to 483 days during 2022 as compared to 336 days during 2021. Overall ROV and trencher utilization increased to 53% during 2022 from 36% during 2021.
Chartered vessel days increased to 1,699 days during 2023 as compared to 1,401 days during 2022. Integrated vessel trenching days increased to 807 days in 2023 as compared to 483 days in 2022. ROV and trencher utilization increased to 62% in 2023 from 53% in 2022.
Cash Flows The following table provides summary data from our consolidated statements of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2022 2021 ​ 2020 Cash provided by (used in): ​ ​ ​ ​ ​ Operating activities ​ $ 51,108 ​ $ 140,117 ​ $ 98,800 Investing activities ​ (138,289) ​ (8,271) ​ ​ (19,281) Financing activities ​ (44,844) ​ (95,997) ​ ​ (52,578) ​ Operating Activities The decrease in our operating cash flows for 2022 as compared to 2021 primarily reflects higher regulatory recertification costs for our vessels and systems and negative changes in net working capital.
During 2023, pursuant to the 2023 Repurchase Program we repurchased a total of 1,584,045 shares of our common stock for approximately $12.0 million. 42 Table of Contents Cash Flows The following table provides summary data from our consolidated statements of cash flows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 ​ 2021 Cash provided by (used in): ​ ​ ​ ​ ​ Operating activities ​ $ 152,457 ​ $ 51,108 ​ $ 140,117 Investing activities ​ (18,659) ​ (138,289) ​ ​ (8,271) Financing activities ​ 25,109 ​ (44,844) ​ ​ (95,997) ​ Operating Activities The increase in our operating cash flows for 2023 as compared to 2022 primarily reflects higher earnings, offset in part by higher regulatory recertification costs for our vessels and systems and higher working capital outflows.
Liquidity We define liquidity as cash and cash equivalents, excluding restricted cash, plus available capacity under our credit facility. 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 ABL Facility (Note 7) and excluded $2.5 million of restricted cash.
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 ABL Facility and excluded $2.5 million of restricted cash. The increase in cash and cash equivalents, excluding the impact of our debt refinancing activities, was primarily attributable to strong operating cash flows during 2023.
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 repurchase program has no set expiration date.
We currently do not anticipate borrowing under the Amended ABL Facility other than for the issuance of letters of credit. In February 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.
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.
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. We are seeing oil and gas companies continue to invest in long-cycle exploration projects in addition to maintaining and/or increasing production from their existing reserves.
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 ABL Facility. We currently do not anticipate borrowing under the ABL Facility other than for the issuance of letters of credit.
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.
Our Shallow Water Abandonment revenues in 2022 reflected revenues generated by Helix Alliance since the acquisition on July 1, 2022 (Note 3). The Epic Hedron heavy lift barge was 21% utilized, utilization of other Helix Alliance vessels was 76%, and utilization across marketable P&A and coiled tubing systems was 2,324 days, or 62%.
Our Shallow Water Abandonment revenues in 2022 reflect six months of revenue generated by Helix Alliance since July 1, 2022 (Note 3) with 73% utilization across vessels and 2,324 days, or 62%, of utilization across P&A systems and CT systems.
Those obligations, which are presented on a discounted basis on the consolidated balance sheets, approximate $78.6 million (undiscounted) as of December 31, 2022, none of which is expected to be paid during the next 12 months. We are entitled to receive certain amounts from Marathon Oil as certain decommissioning obligations are fulfilled. Regulatory certification and dry dock.
Those obligations, which are presented on a discounted basis on the consolidated balance sheets, approximate $80.9 million (undiscounted) for Thunder Hawk Field oil and gas properties and $37.1 million (undiscounted) for Droshky oil and gas properties as of December 31, 2023, none of which is expected to be paid during the next 12 months.
Our Production Facilities revenues increased by 19% in 2022 as compared to 2021, primarily reflecting higher oil and gas prices and improved rates related to the HFRS, offset in part by lower oil and gas production volumes in 2022. Revenues also benefitted from retroactive rate adjustment on our production contract with the HP I . Gross Profit (Loss).
Our Production Facilities revenues increased by 7% in 2023 as compared to 2022, primarily reflecting higher oil and gas production volumes, offset in part by lower oil and natural gas prices during 2023 as compared to 2022. Gross Profit (Loss).
Overall Well Intervention vessel utilization increased to 80% in 2022 as compared to 67% in 2021. Our Robotics revenues increased by 40% in 2022 as compared to 2021, primarily reflecting higher vessel, trenching and ROV activities.
Our Well Intervention revenues increased by 40% in 2023 as compared to 2022, primarily reflecting higher vessel utilization and rates in Brazil and the North Sea and higher rates in the Gulf of Mexico.
Our Production Facilities gross profit increased by $5.6 million in 2022 as compared to 2021, primarily reflecting increases in revenues, offset in part by higher costs during 2022. Acquisition and Integration Costs. Our acquisition and integration costs of $2.7 million reflected Alliance acquisition related costs incurred during 2022 (Note 3). Change in Fair Value of Contingent Consideration.
Our Production Facilities gross profit decreased by $7.2 million in 2023 as compared to 2022, primarily reflecting higher oil and gas production costs and well maintenance costs, offset in part by revenue increases during 2023. 40 Table of Contents Acquisition and Integration Costs.
Intercompany segment revenues are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/ ​ 2022 2021 (Decrease) Well Intervention ​ $ 16,545 ​ $ 21,521 ​ $ (4,976) Robotics ​ 33,642 ​ 26,958 ​ 6,684 ​ ​ $ 50,187 ​ $ 48,479 ​ $ 1,708 ​ Net Revenues.
Intercompany segment revenues are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Increase/ ​ 2023 2022 (Decrease) Well Intervention ​ $ 28,396 ​ $ 16,545 ​ $ 11,851 Robotics ​ 35,263 ​ 33,642 ​ 1,621 Shallow Water Abandonment ​ 88 ​ — ​ 88 ​ ​ $ 63,747 ​ $ 50,187 ​ $ 13,560 ​ Net Revenues.
Our Robotics gross profit increased by $24.1 million in 2022 as compared to 2021, primarily reflecting higher revenues due to increased trenching and ROV activities and a higher number of vessel days. Our Shallow Water Abandonment gross profit in 2022 reflected results from Helix Alliance since the acquisition on July 1, 2022.
Our Shallow Water Abandonment gross profit increased by $47.3 million in 2023 as compared to 2022, primarily reflecting full year of operating results from Helix Alliance in 2023 as compared to six months of operating results from Helix Alliance following its acquisition on July 1, 2022.
Regulatory recertification spend on our vessels and systems amounted to $35.1 million and $9.6 million, respectively, during the comparable year over year periods. Operating cash flows for 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.
Regulatory recertification spend on our vessels and systems amounted to $62.5 million and $35.1 million, respectively, during the comparable year over year periods. Investing Activities Cash flows used in investing activities for 2023 decreased as compared to 2022.
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.
Recertification may require dry dock and other compliance costs on a periodic basis, usually every 30 months.
Our 2023 Notes and 2026 Notes have certain early redemption and conversion features that could affect the timing and amount of any cash requirements.
Accordingly, we reported $85.0 million of Alliance earn-out consideration in “Accrued liabilities” in the consolidated balance sheet as of December 31, 2023 (Note 4). 43 Table of Contents The 2026 Notes have certain early conversion and redemption features that could affect the timing and amount of any cash requirements.
Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash.
We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from asset sales and insurance recoveries (related to property and equipment), if any. Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash.
As the subsea tree base expands and ages and customers shift resources to renewable energy, the demand for P&A services should persist.
The demand for P&A services should grow as the subsea tree base expands, as government regulations continue to place stronger emphasis on decommissioning aged wells worldwide (including subsea trees as well as mature dry tree wells in the shallow waters of the Gulf of Mexico), and as customers shift resources to renewable energy.
We define EBITDA as earnings before income taxes, net interest expense, gain or loss on extinguishment of long-term debt, 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.
Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable.
During 2022, we saw an improvement in the markets we serve as evidenced by increases in our revenues and gross profit. We expect continued improvements in our operating performance, increases in our cash position and high availability on the ABL Facility.
Following the slowdown triggered by the COVID-19 pandemic and beginning 2022, we have seen an improvement in the markets we serve as evidenced by increases in our revenues and gross profit.
Backlog We define backlog as firm commitments represented by signed contracts. As of December 31, 2022, our consolidated backlog totaled $847 million, of which $533 million is expected to be performed in 2023.
The Gulf of Mexico shallow water decommissioning demands are expected to experience volatility as customers balance their spending between decommissioning obligations and production needs. Backlog Our backlog is represented by signed contracts. As of December 31, 2023, our consolidated backlog totaled $850 million, of which $700 million is expected to be performed in 2024.
However, despite the current strong commodity price environment, there remain headwinds to commodity price stability, including those regional conflicts, high inflation and in particular governments’ and central banks’ efforts to taper economic growth, COVID-related uncertainties, various governmental and customer ESG initiatives and continued shifting of resource allocation to renewable energy.
Global demand for oil continues to experience growth, and we expect the current market conditions will maintain continued customer spending for the industry. Despite the current commodity price environment, uncertainties to commodity price stability persist, including regional conflicts, unrest in the Middle East, OPEC+ decisions, various governmental and customer sustainability initiatives and continued shifting of resource allocation to renewable energy.
Our consolidated net revenues increased by 29% in 2022 as compared to 2021, reflecting the addition of Shallow Water Abandonment segment in the third quarter 2022 and higher revenues from all of our segments. 40 Table of Contents Our Well Intervention revenues increased by 1% in 2022 as compared to 2021, primarily reflecting higher vessel utilization and rates in the Gulf of Mexico and the North Sea as well as higher utilization on the Siem Helix 1 during 2022, offset in part by lower utilization on the Q7000 due to its scheduled maintenance during 2022, lower rates on the Siem Helix 1 and the Siem Helix 2 as they transitioned from their legacy contracts with Petrobras, and a weaker British pound during 2022 as compared to 2021.
Our consolidated net revenues increased by 48% in 2023 as compared to 2022, reflecting the addition of Shallow Water Abandonment segment in the third quarter 2022 and higher revenues from all of our segments.
Utilization rates of chartered Robotics vessels in 2022 and 2021 included 420 and 477 spot vessel days, respectively, at near full utilization. (3) Consists of ROVs, trenchers and the IROV boulder grab. (4) Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat. (5) Consists of marketable P&A and coiled tubing systems.
(3) Consists of ROVs, trenchers and the IROV boulder grab. (4) Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat. (5) Consists of P&A and CT systems. ​ 39 Table of Contents Intercompany segment amounts are derived primarily from equipment and services provided to other business segments.
The $16.1 million change in fair value of contingent consideration reflected an increase in the estimated earn-out payable in 2024 to the seller in the Alliance transaction as Helix Alliance’s 2022 results following the acquisition date and its expected 2023 results have both improved as compared to forecasts and information available at the time of acquisition (Notes 3 and 19).
The change in fair value of contingent consideration related to the Alliance acquisition reflects an increase in the value of the earn-out consideration expected to be paid in cash in April 2024 (Notes 3 and 19). Selling, General and Administrative Expenses.
Removed
Our services are centered on a three-legged business model well positioned for a global energy transition by maximizing production of remaining oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas fields. Our well intervention fleet includes seven purpose-built well intervention vessels and 12 intervention systems.
Added
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.
Removed
Our robotics equipment includes 41 work-class ROVs, seven trenchers and the IROV boulder grab. We charter robotics support vessels on long-term, short-term, flexible and spot bases to facilitate our ROV and trenching operations.
Added
Demand for decommissioning, which has been an area of growth for us in recent years, is affected by commodity prices as well as governmental regulations and political forces globally. Oil prices came down from their highs in 2022 but have remained robust during 2023.
Removed
Our Production Facilities segment includes the HP I , the HFRS and our ownership of oil and gas properties including the recently acquired interest in the Thunder Hawk Field. On July 1, 2022, we completed our acquisition of Alliance and formed a new reporting segment in the third quarter 2022 comprised of the Helix Alliance business.
Added
Business Activity Summary During 2023, we continued to reap the benefits of our energy transition strategy with significant improvements in our results as compared to 2022. Utilization and rates improved across all of our operating segments in 2023, benefitting from a strong oil and gas market, continued customer demand for our renewables offerings and robust decommissioning demand across the globe.
Removed
Our new Shallow Water Abandonment segment includes 10 liftboats, six OSVs, three DSVs, one 1760T heavy lift derrick barge, one crew boat, 15 marketable P&A systems (with the ability to scale up to 20 systems) and six coiled tubing systems.
Added
We made significant improvements in our balance sheet in 2023, extending the maturity of our debt to 2029, removing the dilution overhang associated with 22.9 million shares underlying the Convertible Senior Notes due 2026 (the “2026 Notes”) repurchased in December 2023, and simplifying our capital structure.
Removed
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, including: ● worldwide economic activity and general economic and business conditions, including access to capital and capital markets; ● the global supply and demand for oil and natural gas; ● political and economic uncertainty and geopolitical unrest, including regional conflicts and economic and political conditions in oil-producing regions; ● actions taken by OPEC and/or OPEC+; ● the availability and discovery rate of new oil and natural gas reserves in offshore areas; ● the cost of offshore exploration for and production and transportation of oil and natural gas; ● the level of excess production capacity; ● the ability of oil and gas companies to generate funds or otherwise obtain capital for capital projects and production operations; 35 Table of Contents ● the environmental and social sustainability of the oil and gas sector and the perception thereof, including within the investing community; ● the transition towards renewable energy and carbon neutrality and away from fossil fuels; ● national energy sovereignty and energy security; ● the sale and expiration dates of offshore leases globally; ● technological advances affecting energy exploration, production, transportation and consumption; ● the exploration and production of onshore shale oil and natural gas; ● potential acceleration of the development of alternative fuels; ● shifts in end-customer preferences toward fuel efficiency and the use of natural gas or renewable energy alternatives; ● weather conditions, natural disasters, and epidemic and pandemic diseases, including the COVID-19 pandemic; ● laws, regulations and policies directly related to the industries in which we provide services, including restrictions on oil and gas leases, and their interpretation and enforcement; ● environmental and other governmental regulations; and ● domestic and international tax laws, regulations and policies.
Added
We maintain our capital allocation policy of maintaining low levels of Net Debt, investing in targeted acquisitions that complement and further our strategy, and using Free Cash Flow to return cash to shareholders through share repurchases (See “Results of Operations — Non-GAAP Financial Measures” below for definitions of Net Debt and Free Cash Flow). 36 Table of Contents We also executed a number of transactions during 2023 that demonstrate our commitment to our strategy and outlook for the markets we serve.
Removed
Oil and gas prices reached ten-year highs during the middle of 2022 and experienced moderate declines and volatility during the remainder of 2022. Global demand for oil and gas continues to recover as supply has been disrupted by regional conflicts.
Added
During 2023, we extended the charters on two of our robotics vessels in support of our trenching and site clearance operations. In January 2023, we entered into a three-year charter agreement for the Glomar Wave in the North Sea with options to extend.
Removed
We expect oil and gas prices will remain robust for the near term, which should lead to higher customer spending for the industry.
Added
In July 2023, we entered into a new agreement to extend the Horizon Enabler charter until December 2025, with further options to extend. In September 2023, we acquired assets primarily consisting of five operable P&A systems to be used in our shallow water decommissioning operations in the Gulf of Mexico.
Removed
Over the near-term, with the current high commodity price environment we expect oil and gas companies to invest in new long-cycle exploration projects in addition to maintaining and/or increasing production from their remaining reserves.
Added
In November 2023, we extended the agreement for the HP 1 for one year until at least June 1, 2025. Outlook In 2024, despite a backdrop of a somewhat uncertain macro environment globally, we expect to experience another strong year of performance driven by increasing demand for our decommissioning services internationally and continued growth in the offshore renewables trenching market.
Removed
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 is the primary driver of demand for our production enhancement services.
Added
In the following reconciliations, we provide amounts as reflected in the consolidated financial statements unless otherwise noted.
Removed
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.
Added
Revenues in Brazil increased primarily due to both the Siem Helix 1 and the Siem Helix 2 working a full year on their long-term contracts with improved rates as compared to 2022. Revenues in the North Sea and Gulf of Mexico both benefitted from improved spot rates in 2023 as compared to 2022.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest change(8) DP capabilities are only applicable to five OSVs. (9) Average age of our Robotics assets is approximately 11.0 years . One of the recently acquired trenchers has not yet been placed in service.
Biggest change(5) Vessel under time charter agreement. (6) We own a 50% interest in the ROAM and three of the IRSs. One of the two deepwater IRSs has not yet been placed in service. (7) DP capabilities are only applicable to five OSVs. (8) Average age of our Robotics assets is approximately 11.4 years .
(2) Represents the date we placed our owned vessels in service (rather than the date of commissioning) or the date the charters for our chartered vessels commenced, as applicable. (3) Subject to a vessel mortgage securing our MARAD Debt described in Note 7. (4) Serves as security for the ABL Facility described in Note 7.
(2) Represents the date we placed our owned vessels in service (rather than the date of commissioning) or the date the charters for our chartered vessels commenced, as applicable. 31 Table of Contents (3) Subject to a vessel mortgage securing our MARAD Debt described in Note 7. (4) Serves as security for the ABL Facility described in Note 7.
In addition to complying with these requirements, we have our own asset maintenance programs that we believe permit us to continue to provide our customers with well-maintained, reliable assets. 31 Table of Contents FACILITIES Our corporate headquarters are located at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.
In addition to complying with these requirements, we have our own asset maintenance programs that we believe help us to continue to provide our customers with well-maintained, reliable assets. FACILITIES Our corporate headquarters are located at 3505 West Sam Houston Parkway North, Suite 400, Houston, Texas 77043.
Our Seawell and Well Enhancer vessels also have built-in saturation diving systems. 30 Table of Contents Listing of Vessels and Other Assets Related to Operations as of December 31, 2022 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Placed ​ ​ ​ ​ Flag ​ in ​ Length ​ ​ ​ State Service (2) (Feet) DP Floating Production Unit — Helix Producer I Bahamas 4/2009 528 DP2 Well Intervention — ​ Q4000 (3) U.S. 4/2002 312 DP3 Seawell (4) U.K. 7/2002 368 DP2 Well Enhancer (4) U.K. 10/2009 432 DP2 Q5000 Bahamas 4/2015 358 DP3 Siem Helix 1 (5) Bahamas 6/2016 521 DP3 Siem Helix 2 (5) Bahamas 2/2017 521 DP3 Q7000 (6) Bahamas 1/2020 320 DP3 8 IRSs, 3 SILs and the ROAM (7) — Various — — Helix Alliance — ​ EPIC Hedron (heavy lift barge) Vanuatu 7/2022 400 — 10 liftboats, 6 OSVs, 3 DSVs and 1 crew boat (8) U.S. 7/2022 Various DP1 15 marketable P&A systems and 6 coiled tubing systems — Various — — Robotics — ​ 41 ROVs, 7 Trenchers and the IROV boulder grab (4), (9) — Various — — Grand Canyon II (5) Norway 4/2015 419 DP3 Grand Canyon III (5) Norway 5/2017 419 DP3 Horizon Enabler (5) Barbados 5/2022 316 DP2 Shelia Bordelon (5) U.S. 2/2022 257 DP2 (1) We maintain our vessels in accordance with standards of seaworthiness, safety and health set by governmental regulations and classification organizations.
Listing of Vessels and Other Assets Related to Operations as of December 31, 2023 (1) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Placed ​ ​ ​ ​ Flag ​ in ​ Length ​ ​ ​ State Service (2) (Feet) DP Floating Production Unit — Helix Producer I Bahamas 4/2009 528 DP2 Well Intervention — ​ Q4000 (3) U.S. 4/2002 312 DP3 Seawell (4) U.K. 7/2002 368 DP2 Well Enhancer (4) U.K. 10/2009 432 DP3 Q5000 Bahamas 4/2015 358 DP3 Siem Helix 1 (5) Bahamas 6/2016 521 DP3 Siem Helix 2 (5) Bahamas 2/2017 521 DP3 Q7000 Bahamas 1/2020 320 DP3 8 IRSs, 3 SILs and the ROAM (6) — Various — — Helix Alliance — ​ EPIC Hedron (heavy lift barge) Vanuatu 7/2022 400 — 9 liftboats, 6 OSVs, 3 DSVs and 1 crew boat (7) U.S. 7/2022 Various DP1 20 P&A systems and 6 CT systems — Various — — Robotics — ​ 39 ROVs, 7 Trenchers and the IROV boulder grab (4), (8) — Various — — Grand Canyon II (5) Norway 4/2015 419 DP3 Grand Canyon III (5) Norway 5/2017 419 DP3 Horizon Enabler (5) Barbados 5/2022 316 DP2 Shelia Bordelon (5) U.S. 2/2022 257 DP2 Glomar Wave (5) Panama 2/2023 216 DP2 (1) We maintain our vessels in accordance with standards of seaworthiness, safety and health set by governmental regulations and classification organizations.
We incur routine dry dock, inspection, maintenance and repair costs pursuant to applicable statutory regulations in order to maintain our vessels in accordance with the rules of the applicable class society.
One of the trenchers has not yet been placed in service. ​ We incur routine dry dock, inspection, maintenance and repair costs pursuant to applicable statutory regulations in order to maintain our vessels in accordance with the rules of the applicable class society.
Item 2. Properties VESSELS AND OTHER OPERATING ASSETS As of December 31, 2022, our fleet included 27 owned vessels, eight IRSs, three SILs, the ROAM, 15 marketable P&A systems (with the ability to scale up to 20 systems), six coiled tubing systems, 41 ROVs, seven trenchers and the IROV boulder grab. We also had six vessels under time charter agreements.
Item 2. Properties VESSELS AND OTHER OPERATING ASSETS As of December 31, 2023, our fleet included 26 owned vessels, eight IRSs, three SILs, the ROAM, 20 P&A systems, six CT systems, 39 ROVs, seven trenchers and the IROV boulder grab. We also had seven vessels under time charter agreements.
All of our chartered vessels and 11 of our owned vessels have DP capabilities specifically designed to meet the needs of our customers’ offshore activities.
All of our chartered vessels and 11 of our owned vessels have DP capabilities specifically designed to meet the needs of our customers’ offshore activities. Our Seawell and Well Enhancer vessels also have built-in saturation diving systems.
Removed
(5) Vessel under time charter agreement. (6) Served as collateral for surety bond related to one campaign offshore Nigeria. Security interest was released in January 2023. (7) We own a 50% interest in the ROAM and three of the IRSs. The two recently acquired deepwater IRSs have not yet been placed in service.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeKratz has a Bachelor of Science degree from State University of New York. Erik Staffeldt is Executive Vice President and Chief Financial Officer of Helix. Prior thereto he was Senior Vice President and Chief Financial Officer beginning in June 2017 until February 2019. Mr. Staffeldt oversees Helix’s finance, treasury, accounting, tax, information technology and corporate planning functions.
Biggest changeKratz has a Bachelor of Science degree from State University of New York. 32 Table of Contents Erik Staffeldt is Executive Vice President and Chief Financial Officer of Helix. Prior thereto he was Senior Vice President and Chief Financial Officer beginning in June 2017 until February 2019. Mr.
(formerly known as Canyon Offshore, Inc.), including as Senior Vice President from 2007 to September 2012. Mr. Sparks has over 32 years of experience in the subsea industry, including as Operations Manager and Vessel Superintendent at Global Marine Systems and BT Marine Systems. Kenneth E. (“Ken”) Neikirk is Executive Vice President, General Counsel and Corporate Secretary of Helix. Mr.
(formerly known as Canyon Offshore, Inc.), including as Senior Vice President from 2007 to September 2012. Mr. Sparks has over 34 years of experience in the subsea industry, including as Operations Manager and Vessel Superintendent at Global Marine Systems and BT Marine Systems. Kenneth E. (“Ken”) Neikirk is Executive Vice President, General Counsel and Corporate Secretary of Helix. Mr.
Neikirk has over 22 years of experience practicing law in the corporate and energy sectors, and has been a member of Helix’s legal department since 2007, previously serving as Helix’s Senior Vice President, General Counsel and Corporate Secretary from May 2019 to December 2022, and prior to that as Corporate Counsel, Compliance Officer and Assistant Secretary from February 2016 until April 2019.
Neikirk has over 23 years of experience practicing law in the corporate and energy sectors, and has been a member of Helix’s legal department since 2007, previously serving as Helix’s Senior Vice President, General Counsel and Corporate Secretary from May 2019 to December 2022, and prior to that as Corporate Counsel, Compliance Officer and Assistant Secretary from February 2016 until April 2019.
Staffeldt was also designated as Helix’s “principal accounting officer” for purposes of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder in July 2015 until December 2021. Mr. Staffeldt served in various financial and accounting capacities prior to joining Helix and has over 27 years of experience in the energy industry. Mr.
Staffeldt was also designated as Helix’s “principal accounting officer” for purposes of the Securities Act, the Exchange Act and the rules and regulations promulgated thereunder in July 2015 until December 2021. Mr. Staffeldt served in various financial and accounting capacities prior to joining Helix and has over 28 years of experience in the energy industry. Mr.
Neikirk ​ 47 ​ Executive Vice President, General Counsel and Corporate Secretary ​ Owen Kratz is President and Chief Executive Officer of Helix. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer.
Neikirk ​ 48 ​ Executive Vice President, General Counsel and Corporate Secretary ​ Owen Kratz is President and Chief Executive Officer of Helix. He was named Executive Chairman in October 2006 and served in that capacity until February 2008 when he resumed the position of President and Chief Executive Officer.
Staffeldt is a graduate of the University of Notre Dame with a BBA in Accounting and Loyola University in New Orleans with an MBA, and is a Certified Public Accountant. 32 Table of Contents Scott A. (“Scotty”) Sparks is Executive Vice President and Chief Operating Officer of Helix, having joined Helix in 2001.
Staffeldt is a graduate of the University of Notre Dame with a BBA in Accounting and Loyola University in New Orleans with an MBA, and is a Certified Public Accountant. Scott A. (“Scotty”) Sparks is Executive Vice President and Chief Operating Officer of Helix, having joined Helix in 2001.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers Our executive officers are as follows: ​ Name Age Position Owen Kratz ​ 68 ​ President, Chief Executive Officer and Director Erik Staffeldt ​ 51 ​ Executive Vice President and Chief Financial Officer Scott A. Sparks ​ 49 ​ Executive Vice President and Chief Operating Officer Kenneth E.
Item 4. Mine Safety Disclosures Not applicable. Information about our Executive Officers Our executive officers are as follows: ​ Name Age Position Owen Kratz ​ 69 ​ President, Chief Executive Officer and Director Erik Staffeldt ​ 52 ​ Executive Vice President and Chief Financial Officer Scott A. Sparks ​ 50 ​ Executive Vice President and Chief Operating Officer Kenneth E.
Since joining Helix in July 2009 as Assistant Corporate Controller, Mr. Staffeldt has served as Director — Corporate Accounting from August 2011 until March 2013, Director of Finance from March 2013 until February 2014, Finance and Treasury Director from February 2014 until July 2015, and Vice President — Finance and Accounting from July 2015 until June 2017. Mr.
Staffeldt has served as Director — Corporate Accounting from August 2011 until March 2013, Director of Finance from March 2013 until February 2014, Finance and Treasury Director from February 2014 until July 2015, and Vice President — Finance and Accounting from July 2015 until June 2017. Mr.
Added
Staffeldt oversees Helix’s finance, treasury, accounting, tax, information technology and corporate planning functions. Since joining Helix in July 2009 as Assistant Corporate Controller, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThese results are not necessarily indicative of future performance. 33 Table of Contents Comparison of Five Year Cumulative Total Return among Helix, S&P 500, OSX and Peer Group ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2017 2018 2019 2020 2021 2022 Helix $ 100.0 $ 71.8 $ 127.7 $ 55.7 $ 41.4 $ 97.9 2022 Performance Peer Group Index ​ $ 100.0 ​ $ 54.2 ​ $ 54.8 ​ $ 32.7 ​ $ 38.8 ​ $ 58.6 Oil Service Index ​ $ 100.0 ​ $ 54.8 ​ $ 54.5 ​ $ 31.6 ​ $ 38.1 ​ $ 61.5 S&P 500 ​ $ 100.0 ​ $ 95.6 ​ $ 125.7 ​ $ 148.9 ​ $ 191.6 ​ $ 156.9 ​ Source: Bloomberg Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) (d) ​ ​ ​ ​ ​ ​ ​ Total number ​ Maximum ​ ​ ​ ​ ​ ​ ​ of shares ​ number of shares ​ ​ (a) ​ (b) ​ purchased as ​ that may yet ​ ​ Total number ​ Average ​ part of publicly ​ be purchased ​ ​ of shares ​ price paid ​ announced plans ​ under the plans Period purchased (1) per share or programs or programs (2) (3) October 1 to October 31, 2022 — ​ $ — — 9,371,145 November 1 to November 30, 2022 — ​ — — 9,371,145 December 1 to December 31, 2022 61,553 ​ 5.97 — 9,547,027 ​ 61,553 ​ $ 5.97 — ​ ​ (1) Represents shares forfeited in satisfaction of tax obligations upon vesting of restricted shares.
Biggest changeThese results are not necessarily indicative of future performance. ​ Comparison of Five Year Cumulative Total Return among Helix, S&P 500, OSX and Peer Group ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, ​ ​ 2018 2019 2020 2021 2022 2023 Helix $ 100.0 $ 178.0 $ 77.6 $ 57.7 $ 136.4 $ 190.0 2023 Performance Peer Group Index ​ $ 100.0 ​ $ 93.1 ​ $ 54.7 ​ $ 72.6 ​ $ 107.6 ​ $ 111.7 Oil Service Index ​ $ 100.0 ​ $ 99.4 ​ $ 57.6 ​ $ 69.5 ​ $ 112.3 ​ $ 114.5 S&P 500 ​ $ 100.0 ​ $ 131.5 ​ $ 155.7 ​ $ 200.4 ​ $ 164.1 ​ $ 207.2 ​ Source: Bloomberg. 34 Table of Contents Issuer Purchases of Equity Securities ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (c) (d) ​ ​ ​ ​ ​ ​ ​ Total number ​ Approximate dollar ​ ​ ​ ​ ​ ​ ​ of shares ​ value of shares ​ ​ (a) ​ (b) ​ purchased as ​ that may yet be ​ ​ Total number ​ Average ​ part of publicly ​ purchased under the ​ ​ of shares ​ price paid ​ announced plans ​ plans or programs (3) Period purchased (1) per share or programs (2) (in thousands) October 1 to October 31, 2023 — ​ $ — — $ 188,012 November 1 to November 30, 2023 — ​ — — ​ 188,012 December 1 to December 31, 2023 39,450 ​ 9.06 — ​ 188,012 ​ 39,450 ​ $ 9.06 — ​ ​ ​ (1) Includes shares repurchased in open-market transactions pursuant to the 2023 Repurchase Program as described in footnote (3) below and shares forfeited in satisfaction of tax obligations upon vesting of share-based awards under our existing long-term incentive plans.
The returns of each member of the 2022 Performance Peer Group have been weighted according to each individual company’s equity market capitalization as of December 31, 2022 and have been adjusted for the reinvestment of any dividends.
The returns of each member of the 2023 Performance Peer Group have been weighted according to each individual company’s equity market capitalization as of December 31, 2023 and have been adjusted for the reinvestment of any dividends.
We believe that in 2022 the members of the 2022 Performance Peer Group provided services and products more comparable to us than those companies included in the OSX. The graph assumes $100 was invested on December 31, 2017 in our common stock at the closing price on that date price and on December 31, 2017 in the three indices presented.
We believe that in 2023 the members of the 2023 Performance Peer Group provided services and products more comparable to us than those companies included in the OSX. The graph assumes $100 was invested on December 31, 2018 in our common stock at the closing price on that date price and on December 31, 2018 in the three indices presented.
Our Board will review this matter on a regular basis in light of our earnings, financial position and market opportunities.
Our Board will review this matter on a regular basis in light of our earnings, financial position and market opportunities. See Item 7.
See Management’s Discussion and Analysis of Financial Condition and Results of Operations “— Liquidity and Capital Resources.” Shareholder Return Performance Graph The following graph compares the cumulative total shareholder return on our common stock for the period since December 31, 2017 to the cumulative total shareholder return for (i) the stocks of 500 large-cap corporations maintained by Standard & Poor’s (“S&P 500”), assuming the reinvestment of dividends; (ii) the Philadelphia Oil Service Sector index (the “OSX”), a price-weighted index of leading oil service companies, assuming the reinvestment of dividends; and (iii) a peer group selected by us as of January 2022 (the “2022 Performance Peer Group”) including the following companies: Archrock, Inc., ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., Forum Energy Technologies, Inc., Helmerich & Payne, Inc., Nabors Industries Ltd., Newpark Resources, Inc., NexTier Oilfield Solutions Inc., Oceaneering International, Inc., Oil States International, Inc., Patterson-UTI Energy, Inc., ProPetro Holding Corp., RPC, Inc., Select Energy Services, Inc., TETRA Technologies, Inc., Tidewater Inc., Transocean Ltd. and USA Compression Partners, LP.
Management’s Discussion and Analysis of Financial Condition and Results of Operations “— Liquidity and Capital Resources” of this Annual Report. 33 Table of Contents Shareholder Return Performance Graph The following graph compares the cumulative total shareholder return on our common stock for the period since December 31, 2018 to the cumulative total shareholder return for (i) the stocks of 500 large-cap corporations maintained by Standard & Poor’s (“S&P 500”), assuming the reinvestment of dividends; (ii) the Philadelphia Oil Service Sector index (the “OSX”), a price-weighted index of leading oil service companies, assuming the reinvestment of dividends; and (iii) a peer group selected by us as of January 2023 (the “2023 Performance Peer Group”) including the following companies: Archrock, Inc., ChampionX Corporation, Core Laboratories N.V., Dril-Quip, Inc., Expro Group Holdings N.V., Forum Energy Technologies, Inc., Helmerich & Payne, Inc., Nabors Industries Ltd., Newpark Resources, Inc., Oceaneering International, Inc., Oil States International, Inc., Patterson-UTI Energy, Inc., Precision Drilling Corporation, ProPetro Holding Corp., RPC, Inc., Select Energy Services, Inc., TETRA Technologies, Inc., Tidewater Inc. and USA Compression Partners, LP.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “HLX.” On February 17, 2023, the closing sale price of our common stock on the NYSE was $7.62 per share.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “HLX.” On February 21, 2024, the closing sale price of our common stock on the NYSE was $9.85 per share.
As of February 17, 2023, there were 280 registered shareholders and approximately 75,590 beneficial shareholders of our common stock. We have not declared or paid cash dividends on our common stock in the past nor do we intend to pay cash dividends in the foreseeable future.
As of February 21, 2024, there were 268 registered shareholders and approximately 80,660 beneficial shareholders of our common stock. We have not declared or paid cash dividends on our common stock in the past nor do we intend to pay cash dividends in the foreseeable future.
We paid no cash dividends during the period presented. The cumulative total percentage returns for the period presented are as follows: our stock — (2.1)%; the 2022 Performance Peer Group — (41.4)%; the OSX — (38.5)%; and S&P 500 — 56.9%.
We paid no cash dividends during the period presented. The cumulative total percentage returns for the period presented are as follows: our stock — 90.0%; the 2023 Performance Peer Group — 11.7%; the OSX — 14.5%; and S&P 500 — 107.2%.
On February 20, 2023, we announced that our Board authorized a new share repurchase program for repurchase of up to $200 million issued and outstanding shares of our common stock (Note 10).
(2) Represents shares repurchased under the 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 common stock (Note 10). The 2023 Repurchase Program has no set expiration date.
(2) Under the terms of this share repurchase program, we were authorized 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 and shares issued to our employees under our Employee Stock Purchase Plan (Note 13).
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. ​ Item 6. [Reserved] Not applicable. ​ Item 7.
Removed
At the same time, our Board revoked the prior authorization relating to this repurchase program. 34 Table of Contents (3) In December 2022, we issued 175,882 shares of restricted stock to independent members of our Board.
Removed
In January 2023, we issued 9,210 shares of restricted stock to certain independent members of our Board who elected to take their 2022 quarterly fees in stock in lieu of cash. These issuances increase the number of shares available for repurchase under our previously authorized share repurchase program by a corresponding amount. ​ Item 6. [Reserved] ​ Item 7.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeFinancial Statements and Supplementary Data 47 ​ Report of Independent Registered Public Accounting Firm (KPMG LLP, Houston, Texas, Auditor Firm ID 185) 47 ​ Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 49 ​ Consolidated Balance Sheets as of December 31, 2022 and 2021 50 ​ Consolidated Statements of Operations for the Years Ended December 31, 2022, 2021 and 2020 51 ​ Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2022, 2021 and 2020 52 ​ Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2022, 2021 and 2020 53 ​ Consolidated Statements of Cash Flows for the Years Ended December 31, 2022, 2021 and 2020 54 ​ Notes to Consolidated Financial Statements 55
Biggest changeFinancial Statements and Supplementary Data 47 ​ Report of Independent Registered Public Accounting Firm (KPMG LLP, Houston, Texas, Auditor Firm ID 185) 47 ​ Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting 49 ​ Consolidated Balance Sheets as of December 31, 2023 and 2022 50 ​ Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 51 ​ Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021 51 ​ Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 52 ​ Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 53 ​ Notes to Consolidated Financial Statements 54

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeConversely, for variable rate debt, changes in interest rates generally do not impact the fair value of the debt instrument, but may affect our future earnings and cash flows. Changes in fair value should not have a significant impact on fixed rate debt as there is typically no repayment obligation prior to maturity.
Biggest changeFor 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 and we may be at risk upon refinancing maturing debt. For variable rate debt, changes in interest rates could affect our future interest expense and cash flows.
At December 31, 2022, approximately 40% of our net assets were impacted by changes in foreign currencies (primarily the British pound) in relation to the U.S. dollar. For the years ended December 31, 2022, 2021 and 2020, we recorded foreign currency translation gains (losses) of $(49.2) million, $(4.5) million and $12.8 million, respectively, to accumulated other comprehensive loss.
At December 31, 2023, approximately 42% of our net assets were impacted by changes in foreign currencies (primarily the British pound) in relation to the U.S. dollar. For the years ended December 31, 2023, 2022 and 2021, we recorded foreign currency translation gains (losses) of $22.3 million, $(49.2) million and $(4.5) million, respectively, to accumulated other comprehensive loss.
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 consolidated statements of operations as a component of “Other 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 income (expense), net.” For the years ended December 31, 2022, 2021 and 2020, we recorded foreign currency transaction gains (losses) of $(23.4) million, $(1.5) million and $4.6 million, respectively, primarily related to U.S. dollar denominated intercompany debt in our U.K. entities.
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 consolidated statements of operations as a component of “Other 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 income (expense), net.” For the year ended December 31, 2023, we recorded foreign currency transaction losses of $4.4 million, primarily reflecting foreign currency losses of $15.7 million 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.
Prices are volatile and unpredictable and are dependent on many factors beyond our control. See Item 1A. Risk Factors for a list of factors affecting oil and gas prices. ​ 46 Table of Contents
See Item 1A. Risk Factors for a list of factors affecting oil and natural gas prices. ​ 46 Table of Contents
We currently have no exposure to interest rate risks as we have no outstanding debt subject to floating rates. However, we may be at risk upon refinancing maturing 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.
We currently have no amounts outstanding under our ABL Facility or other debt subject to floating rates. 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.
Deferred taxes have not been provided on foreign currency translation adjustments as the related undistributed earnings are permanently reinvested.
Deferred taxes have not been provided on foreign currency translation adjustments as any outside stock basis differences would be realized in a tax-free manner.
Interest Rate Risk. In order to maintain a cost-effective capital structure, we borrow funds using a mix of fixed rate debt and variable rate debt. For fixed rate debt, changes in interest rates generally affect the fair value of the debt instrument, but not our earnings or cash flows.
In order to minimize the risk of changes to our cash flow due to changing interest rates, we generally borrow at fixed rates, but may borrow at variable rates from time to time.
Added
For the years ended December 31, 2022 and 2021, we recorded foreign currency transaction losses of $23.4 million and $1.5 million, respectively, primarily related to U.S. dollar denominated intercompany debt in our U.K. entities. Interest Rate Risk.

Other HLX 10-K year-over-year comparisons