HELIX ENERGY SOLUTIONS GROUP INC (HLX)

CIK: 0000866829. SIC: 1389 Oil & Gas Field Services, NEC. Latest 10-K as of: 2026-02-26.

SIC breadcrumb: Mining > SIC Major Group 13 > SIC 1389 Oil & Gas Field Services, NEC

SEC company page: https://www.sec.gov/edgar/browse/?CIK=866829. Latest filing source: 0000866829-26-000008.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-26. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000866829.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000866829.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000866829-26-000013.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-24. Report date: 2026-03-31.

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

FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS

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

●

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

●

statements regarding projections of revenues, gross margins, expenses, earnings or losses, capital spending, share repurchases, working capital, debt and liquidity, cash flows, future operating expenditures or other financial items;

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●

statements regarding our backlog and commercial contracts and rates thereunder;

●

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

●

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

●

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

●

statements regarding energy transition and energy security;

●

statements regarding our ability to identify, effect and integrate mergers, acquisitions, joint ventures or other transactions and any subsequently identified legacy issues with respect thereto;

●

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

●

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

●

statements regarding our trade receivables and their collectability;

●

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

●

statements regarding our sustainability initiatives and the successes thereon or regarding our environmental efforts, including with respect to greenhouse gas emissions;

●

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

●

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

●

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

●

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

●

statements regarding our share repurchase authorization or program;

●

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

●

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

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

●

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

●

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

●

the potential impact of geopolitical and domestic policy changes, including tariffs, that may negatively affect oil and gas production and/or pricing or adversely impact offshore renewable energy projects, costs of materials, regulations surrounding safe offshore well intervention, regulations of decommissioning offshore oil and gas wells, and global trade, economic growth and stability;

●

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

●

the execution, timing and results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, and the determination whether or not to pursue or effect such initiatives, or to do so on different terms or timelines than previously contemplated;

●

the operating results of acquired properties and/or equipment;

●

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

●

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

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●

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

●

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

●

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

●

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

●

the performance of contracts by customers, suppliers and other counterparties;

●

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

●

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

●

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

●

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

●

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

●

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

●

the effectiveness of our risk management activities and processes, including with respect to our cybersecurity initiatives and disclosures;

●

the effects of competition;

●

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

●

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

●

the impact of our stock price on our financing activities such as repurchases of our common stock under share repurchase programs;

●

the effectiveness of our sustainability initiatives and disclosures;

●

the effectiveness of any future hedging activities;

●

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

●

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

●

the factors generally described in Item 1A. Risk Factors in our 2025 Form 10-K.

Our actual results could also differ materially from those anticipated in any forward-looking statements as a result of a variety of factors, including those described in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2025 Form 10-K. Should one or more of the risks or uncertainties described in this Quarterly Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

We caution you not to place undue reliance on forward-looking statements. Forward-looking statements are only as of the date they are made, and other than as required under the securities laws, we assume no obligation to update or revise forward-looking statements, all of which are expressly qualified by the statements in this section, or provide reasons why actual results may differ. All forward-looking statements, express or implied, included in this Quarterly Report are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue. We urge you to carefully review and consider the disclosures made in this Quarterly Report and our reports filed with the SEC and incorporated by reference in our 2025 Form 10-K that attempt to advise interested parties of the risks and factors that may affect our business.

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EXECUTIVE SUMMARY

Our Business

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. Our Well Intervention segment includes seven purpose-built well intervention vessels and 12 intervention systems. Our Robotics segment includes 39 work-class ROVs, six trenchers, three IROV boulder grabs, and robotics support vessels chartered on long-term, short-term and flexible bases to facilitate our ROV and trenching operations. Our Shallow Water Abandonment segment includes nine liftboats, six OSVs, three DSVs, one heavy lift derrick barge, one crew boat, 20 P&A systems and six CT systems. Our Production Facilities segment includes the HP I, the HFRS and our ownership of mature oil and gas properties.

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

Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention and Sh

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-26. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements located in Item 8. Financial Statements and Supplementary Data of this Annual Report. Any reference to Notes in the following management’s discussion and analysis refers to the Notes to Consolidated Financial Statements located in Item 8. Financial Statements and Supplementary Data of this Annual Report. The results of operations reported and summarized below are not necessarily indicative of future operating results. This discussion also contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as those set forth under Item 1A. Risk Factors and located earlier in this Annual Report.

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EXECUTIVE SUMMARY

Our Business

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and decommissioning operations. We operate through our four business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments.

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

Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention and Shallow Water Abandonment segments. We believe that our well intervention vessels have a competitive advantage in performing these services more efficiently than rigs, and with our suite of shallow water assets and capabilities, we are the only provider capable of providing all facets of decommissioning services in the Gulf of America shelf.

We support renewable energy primarily in our Robotics segment through our services in offshore wind farm developments, including subsea cable trenching and burial as well as seabed clearance and preparation services. Demand for our services in the renewable energy market is affected by various factors, including the level of offshore wind farm projects, the pace of industry 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 and/or other governmental regulations supporting or restricting renewable energy developments.

Current Market Environment

Commodity prices dropped 20% during 2025 and have been volatile throughout the year. The current energy market remains uncertain following the ongoing escalation of tariffs and geopolitical tensions globally and their impact on the global economy and energy demands. The offshore oil and gas market continues to evaluate governmental regulations and changes thereto, including the ongoing effects of the U.K. government’s Energy Profits Levy, geopolitical instability and uncertainty, regional conflicts and tensions, unrest in the Middle East, Ukraine and Venezuela, and customer spending declines following mergers in the U.K. North Sea. These factors have shifted spending decisions of our customers into 2026 and prolonged a supply and demand imbalance for offshore vessels, which has negatively impacted activity levels and rates in regions in which we operate.

The international wind market continues to be robust, with continued activity and sanctioned work primarily in Europe and Asia Pacific. U.S. wind farm activity has decreased and remains uncertain following the 2025 Wind Energy Ban, a Presidential Memorandum issued in the U.S. in January 2025 temporarily withdrawing wind energy leasing in the U.S. Outer Continental Shelf.

Business Activity Summary

During 2025, we experienced declined activity levels in the North Sea and Gulf of America with lower customer spending due to the uncertain market environment. However, we were able to maintain significant backlog that will provide strong utilization for our vessels and equipment over multiple years. Notable new contracts executed in 2025 include:

●

Four-year trenching agreement with NKT in the North Sea;

●

Renewables trenching contract with Seaway 7 for estimated 300 days in the North Sea;

●

Three-year framework agreement with ExxonMobil for well decommissioning work in the Gulf of America shelf;

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●

Well Intervention contract in the Gulf of America for a minimum of 150 days over a three-year period;

●

Multi-year riserless P&A contract in the North Sea on up to 34 subsea wells;

●

Extension of the agreement with HWCG for the HFRS through March 31, 2027; and

●

Extension of the agreement for the HP I for one year until at least June 1, 2027.

​

During 2025, we executed and/or extended various leases including the charters on the Trym, the North Sea Enabler, and the Patriot, which was delivered to us in January 2026.

We continue to maintain our capital allocation policy of maintaining low levels of Net Debt, maintaining our existing assets, opportunistically targeting markets 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).

Outlook

Our 2026 performance should be supported by our existing backlog, of which $694 million is for contracts over the next 12 months, as well as expected new contracting and the materialization of work that had been deferred from 2025. We expect to see continued strong market demand for our Robotics services, in particular our trenching and site preparation offerings. We anticipate an ongoing challenged market for certain of our assets not under long-term contracts, namely in spot markets for our Well Intervention segment, specifically in the North Sea and on the Q4000 and the Q7000, and in our Shallow Water Abandonment segment, during which time we expect a soft rate environment and uncertain utilization of those vessels and systems.

Beyond 2026, we anticipate increasing energy consumption will continue to place demand for our services in both the oil and gas and renewable energy sectors. We believe these needs will continue to increase customer operating expenditure budgets and demand for our production enhancement offerings and decommissioning services internationally, which should grow over the mid- to long-term as the subsea tree base expands and as customers discharge their decommissioning obligations. We expect long-term growth in our renewables services as the global demand for energy increases and the international energy market continues offshore renewable energy developments. We expect the demand for shallow water decommissioning services in the Gulf of America to also improve over time as former owners address their decommissioning obligations related to oil and gas properties that have reverted to them following bankruptcies.

Backlog

Our backlog is represented by signed contracts. As of December 31, 2025, our consolidated backlog totaled $1.3 billion, of which $694 million is expected to be performed in 2026. As of December 31, 2025, our various contracts with Shell and Subsea 7 globally, our contracts with Petrobras in Brazil, our contracts with Talos in the Gulf of America, and our new multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 82% of our total backlog. As of December 31, 2024, our consolidated backlog totaled $1.4 billion. Backlog is not necessarily a reliable indicator of revenues derived from our contracts as (i) services are often added but may sometimes be subtracted; (ii) contracts may be renegotiated, deferred, canceled and in many cases modified while in progress; and (iii) reduced rates, fines and penalties may be imposed by our customers. Furthermore, our contracts are in certain cases cancelable without penalty. If there are cancellation fees, the amount of those fees can be substantially less than amounts reflected in backlog.

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RESULTS OF OPERATIONS

Non-GAAP Financial Measures

A non-GAAP financial measure is generally defined by the SEC as a numerical measure of a company’s historical or future performance, financial position or cash flows that includes or excludes amounts from the most directly comparable measure under U.S. generally accepted accounting principles (“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 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. We use EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. 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.

We define EBITDA as earnings before income taxes, net interest expense, net other income or expense, and depreciation and amortization expense. To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, long-lived asset impairment losses, acquisition and integration costs, gains or losses related to convertible senior notes, the change in fair value of contingent consideration and the general provision for (release of) current expected credit losses, if any. 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. In the following reconciliations, we provide amounts as reflected in the consolidated financial statements unless otherwise noted.

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

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Year Ended December 31,

​

​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Net income (loss)

​

$

30,827

​

$

55,637

​

$

(10,838)

Adjustments:

​

  ​

​

  ​

​

  ​

Income tax provision

​

11,653

​

26,427

​

18,352

Net interest expense

​

22,777

​

22,629

​

17,338

Other expense, net

​

1,390

​

3,922

​

3,590

Depreciation and amortization

​

187,382

​

173,292

​

164,116

EBITDA

​

254,029

​

281,907

​

192,558

Adjustments:

​

  ​

​

  ​

​

  ​

(Gain) loss on disposition of assets, net

​

—

​

479

​

(367)

Long-lived asset impairment

​

18,064

​

—

​

—

Acquisition and integration costs

​

​

—

​

​

—

​

​

540

Change in fair value of contingent consideration

​

​

—

​

​

—

​

​

42,246

General provision for (release of) current expected credit losses

​

(136)

​

(161)

​

1,149

Losses related to convertible senior notes

​

—

​

20,922

​

37,277

Adjusted EBITDA

​

$

271,957

​

$

303,147

​

$

273,403

​

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

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Year Ended December 31,

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

2023

Cash flows from operating activities

​

$

136,749

​

$

186,028

​

$

152,457

Less: Capital expenditures, net of proceeds from asset sales and insurance recoveries

​

(16,342)

​

(22,840)

​

(18,659)

Free Cash Flow

​

$

120,407

​

$

163,188

​

$

133,798

​

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

​

​

​

​

​

​

​

​

​

  ​ ​ ​

December 31,

​

  ​ ​ ​

2025

  ​ ​ ​

2024

Long-term debt including current maturities

​

$

307,995

​

$

315,157

Less: Cash and cash equivalents

​

(445,196)

​

(368,030)

Net Debt

​

$

(137,201)

​

$

(52,873)

​

Comparison of Years Ended December 31, 2025 and 2024

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

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

Increase/(Decrease)

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

Amount

  ​ ​ ​

Percent

Net revenues —

​

  ​

​

  ​

​

  ​

  ​

​

Well Intervention

​

$

729,371

​

$

829,862

​

$

(100,491)

(12)

%

Robotics

​

323,353

​

297,678

​

25,675

9

%

Shallow Water Abandonment

​

199,633

​

186,979

​

12,654

7

%

Production Facilities

​

72,693

​

88,709

​

(16,016)

(18)

%

Intercompany eliminations

​

(33,576)

​

(44,668)

​

11,092

​

​

​

​

$

1,291,474

​

$

1,358,560

​

$

(67,086)

(5)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross profit (loss) —

​

  ​

​

  ​

​

  ​

  ​

​

Well Intervention

​

$

40,594

​

$

110,612

​

$

(70,018)

(63)

%

Robotics

​

81,781

​

88,287

​

(6,506)

(7)

%

Shallow Water Abandonment

​

17,932

​

(777)

​

18,709

2,408

%

Production Facilities

​

21,147

​

23,766

​

(2,619)

(11)

%

Corporate, eliminations and other

​

(2,316)

​

(2,324)

​

8

  ​

​

​

​

$

159,138

​

$

219,564

​

$

(60,426)

(28)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin —

​

  ​

​

  ​

​

  ​

  ​

​

Well Intervention

​

6

%  

13

%  

  ​

  ​

​

Robotics

​

25

%  

30

%  

  ​

  ​

​

Shallow Water Abandonment

​

9

%  

(0)

%  

  ​

  ​

​

Production Facilities

​

29

%  

27

%  

  ​

  ​

​

Total company

​

12

%  

16

%  

  ​

  ​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Number of vessels, Robotics assets or Shallow Water Abandonment systems (1) / Utilization (2)

​

  ​

​

  ​

​

  ​

  ​

​

Well Intervention vessels

​

7 / 72

%  

7 / 90

%  

  ​

  ​

​

Robotics assets (3)

​

48 / 59

%  

47 / 69

%  

  ​

  ​

​

Chartered Robotics vessels

​

7 / 88

%  

6 / 92

%  

  ​

  ​

​

Shallow Water Abandonment vessels (4)

​

20 / 53

%  

20 / 60

%  

  ​

  ​

​

Shallow Water Abandonment systems (5)

​

26 / 28

%  

26 / 24

%  

  ​

  ​

​

38

Table of Contents

(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.

(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 (excluding vessel charter off-hire days) in the applicable period.

(3)

Consists of ROVs, trenchers and IROV boulder grabs.

(4)

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

(5)

Consists of P&A and CT systems.

​

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

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

Increase/

​

  ​ ​ ​

2025

  ​ ​ ​

2024

  ​ ​ ​

(Decrease)

Well Intervention

​

$

—

​

$

6,390

​

$

(6,390)

Robotics

​

33,512

​

38,039

​

(4,527)

Shallow Water Abandonment

​

64

​

239

​

(175)

​

​

$

33,576

​

$

44,668

​

$

(11,092)

​

The following table sets forth significant financial statement items below the gross profit (loss) line (in thousands):

​

​

​

​

​

​

​

​

​

​

Year Ended December 31, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

Long-lived asset impairment

​

$

18,064

​

$

—

Selling, general and administrative expenses

​

75,939

​

91,650

Net interest expense

​

22,777

​

22,629

Losses related to convertible senior notes

​

—

​

20,922

Other expenses, net

​

1,390

​

3,922

Income tax provision

​

11,653

​

26,427

​

Net Revenues. Our consolidated net revenues decreased by 5% in 2025 as compared to 2024, reflecting lower revenues in our Well Intervention and Production Facilities business segments, offset in part by higher revenues in our Robotics and Shallow Water Abandonment segments.

Our Well Intervention revenues decreased by 12% in 2025 as compared to 2024, primarily reflecting overall lower utilization, offset in part by higher rates during 2025. Utilization declined primarily due to the stacking of the Seawell in the North Sea during the entirety of 2025 whereas the vessel had 86% utilization during 2024. Utilization also declined as the Q4000, the Q5000 and the Q7000 collectively underwent 131 docking days during 2025 as compared to 10 days on the Sea Helix 1 during 2024. Additionally, revenues in 2024 included $14 million of contract cancellation fees related to work that had been planned for 2025. Revenue decreases were offset in part by higher rates on the Well Enhancer, and in Brazil in 2025.

Our Robotics revenues increased by 9% in 2025 as compared to 2024, primarily reflecting increased trenching on third party vessels and higher project rates on our vessel activities, offset in part by lower overall vessel and ROV utilization during 2025. Robotics generated 483 days of trenching on third-party vessels during 2025 as compared to 167 days during 2024. However, vessel utilization decreased to 1,808 days (including 75 spot vessel days at full utilization) during 2025 as compared to 1,901 days (including 371 spot vessel days at full utilization) during 2024. Included in vessel days are integrated vessel trenching days, which decreased to 635 days in 2025 as compared to 835 days in 2024, and site clearance vessel days, which increased to 503 days as compared to 325 days in 2024. Overall ROV utilization decreased to 59% during 2025 as compared to 69% during 2024.

39

Table of Contents

Our Shallow Water Abandonment revenues increased by 7% in 2025 as compared to 2024. The increase in revenues was primarily due to higher utilization on our systems and on the Epic Hedron heavy lift barge. P&A systems and CT systems achieved 2,686 days of utilization, or 28%, during 2025 as compared to 2,281 days of utilization, or 24%, during 2024. Utilization on the Epic Hedron heavy lift barge was 58% during 2025 as compared to 44% during 2024. Vessel utilization (excluding heavy lift) declined to 53% during 2025 as compared to 61% during 2024.

Our Production Facilities revenues decreased by 18% in 2025 as compared to 2024, primarily reflecting lower oil and gas production volumes with the Thunder Hawk field being shut in during 2025 after having had approximately seven months of production in 2024. The Droshky field had lower production in 2025 as compared to 2024 and realized oil prices were lower by 12% year over year.

Gross Profit (Loss). Our consolidated 2025 gross profit decreased by $60.4 million as compared to 2024, primarily reflecting reduced profitability from our Well Intervention, Robotics and Production Facilities business segments, offset in part by increased profitability from our Shallow Water Abandonment segment.

Our Well Intervention gross profit decreased by $70.0 million in 2025 as compared to 2024, primarily reflecting lower overall revenues, offset in part by lower vessel costs on the Seawell due to the vessel being warm-stacked in 2025 and higher cost deferrals related to the dockings during 2025.

Our Robotics gross profit decreased by $6.5 million in 2025 as compared to 2024, primarily reflecting lower margins on certain projects due to the mix of contracting, offset in part by higher revenues during 2025.

Our Shallow Water Abandonment gross profit was $17.9 million in 2025 as compared to a gross loss of $0.8 million in 2024, primarily reflecting higher overall revenues and higher margin contracting during 2025.

Our Production Facilities gross profit decreased by $2.6 million in 2025 as compared to 2024, primarily due to lower revenues, offset in part by lower workover costs on the Thunder Hawk field during 2025.

Long-Lived Asset Impairment. The $18.1 million non-cash impairment loss in 2025 was attributable to the impairment of the remaining net book value of the Thunder Hawk field (Note 5).

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $75.9 million in 2025 as compared to $91.7 million in 2024, primarily reflecting decreases in employee compensation-related costs during 2025.

Net Interest Expense. Our net interest expense totaled $22.8 million in 2025 as compared to $22.6 million in 2024, primarily reflecting lower interest income on our invested cash (Note 7).

Losses Related to Convertible Senior Notes. The losses during 2024 were associated with the redemption of our Convertible Senior Notes due 2026 (the “2026 Notes”) (Note 7).

Other Expense, Net. Net other expense was $1.4 million in 2025 as compared to $3.9 million in 2024, primarily reflecting a $2.4 million charge in 2024 associated with the increase in the value of incentive credits issued to the seller of P&A equipment acquired in 2023.

Income Tax Provision. Income tax provision was $11.7 million for 2025 as compared to $26.4 million for 2024. The effective tax rate for 2025 was impacted by certain discrete items, additional foreign tax credit benefits and the jurisdictional mix of earnings. The effective rate for 2024 was impacted by the non-deductibility of certain losses associated with the 2026 Notes Redemptions, which was characterized as a discrete event.

Comparison of Years Ended December 31, 2024 and 2023

Various financial and operational highlights for the years ended December 31, 2024 and 2023 were previously presented in our 2024 Annual Report on Form 10-K.

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Table of Contents

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, 

​

  ​ ​ ​

2025

  ​ ​ ​

2024

Net working capital

​

$

525,314

​

$

405,266

Long-term debt (excluding current maturities)

​

298,351

​

305,971

Liquidity

​

553,550

​

429,586

​

Net Working Capital

Net working capital is equal to current assets minus current liabilities and includes cash and cash equivalents, current maturities of long-term debt and current operating lease liabilities. 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, presented net of unamortized debt discount and debt issuance costs, includes the 2029 Notes and the MARAD Debt, excluding current maturities of $9.6 million and $9.2 million, respectively, at December 31, 2025 and 2024. For information relating to our long-term debt, see Note 7 to our consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual Report.

Liquidity

We define liquidity as cash and cash equivalents plus available capacity under our credit facility, but excluding cash pledged as collateral toward the Amended ABL Facility. Our liquidity at December 31, 2025 included $445.2 million of cash and cash equivalents and $110.9 million of available borrowing capacity under the Amended ABL Facility (Note 7) and excluded $2.5 million of pledged cash. Our liquidity at December 31, 2024 included $368.0 million of cash and cash equivalents and $66.6 million of available borrowing capacity under the Amended ABL Facility and excluded $5.0 million of pledged cash.

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 expected capital spending, service our debt and other obligations, and execute our share repurchase program over at least the next 12 months. We currently do not anticipate borrowing under the Amended ABL Facility except for the issuance of letters of credit.

Cash Flows

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

​

​

​

​

​

​

​

​

​

​

​

​

​

Year Ended December 31,

​

  ​ ​ ​

2025

  ​ ​ ​

2024

​

2023

Cash provided by (used in):

​

  ​

​

​

​

​

  ​

Operating activities

​

$

136,749

​

$

186,028

​

$

152,457

Investing activities

​

(16,342)

​

(22,840)

​

​

(18,659)

Financing activities

​

(45,059)

​

(125,310)

​

​

25,109

​

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Table of Contents

Operating Activities

Cash flows provided by operating activities for 2025 decreased as compared to 2024 despite the absence of an earnout payment, primarily reflecting lower earnings, higher regulatory certification costs on our vessels and systems and net working capital outflows. Our operating cash outflows during 2024 included $58.3 million of the $85.0 million earnout payment on April 3, 2024. Regulatory certification costs, which are considered part of our capital spending program but are classified in operating cash flows, were $52.0 million in 2025 compared to $35.4 million in 2024.

Investing Activities

Cash flows used in investing activities for 2025 decreased as compared to 2024 primarily due to lower capital expenditures in our Well Intervention and Robotics segments.

Financing Activities

Net cash outflows from financing activities for 2025 primarily reflect the repurchases of $30.2 million in our common stock under the 2023 Repurchase Program and related excise tax payments, principal repayment of $9.2 million related to the MARAD Debt and payments in satisfaction of tax obligations upon vesting of share-based awards.

Net cash outflows from financing activities for 2024 primarily reflect cash outflows of $60.7 million related to the 2026 Notes, $26.7 million of the $85.0 million earnout payment, the principal repayment of $8.7 million related to the MARAD Debt and $29.6 million in repurchases of our common stock under the 2023 Repurchase Program. These outflows were offset in part by $4.4 million of cash inflows from the proportionate settlement of the 2026 Capped Calls.

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.

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 operating lease obligations and property and equipment, as of December 31, 2025 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 terms. Our property and equipment commitments include contractually committed amounts to purchase and service certain property and equipment (inclusive of commitments related to regulatory certification and dry dock as discussed below) but do not include expected capital spending that is not contractually committed as of December 31, 2025.

​

​

​

​

​

​

​

​

​

​

​

​

  ​ ​ ​

Total

  ​ ​ ​

Short-Term

  ​ ​ ​

Long-Term

MARAD debt

​

$

14,645

​

$

9,644

​

$

5,001

2029 Notes

​

300,000

​

—

​

300,000

Interest related to debt

​

95,369

​

30,282

​

65,087

Property and equipment

​

6,519

​

6,519

​

—

Operating leases (1)

​

788,314

​

164,733

​

623,581

Total cash obligations

​

$

1,204,847

​

$

211,178

​

$

993,669

(1)

Operating leases include vessel charters and facility and equipment leases, including commitments related to leases executed but not yet commenced. At December 31, 2025, our commitment related to long-term vessel charters that have commenced totaled approximately $724.9 million, of which $366.9 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, 2025.

​

42

Table of Contents

Other material cash requirements

Other material cash requirements include the following:

Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 15). 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 field oil and gas properties as of December 31, 2025. We are entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations associated with Droshky field oil and gas properties are fulfilled.

Regulatory certification and dry dock. Our vessels and systems are subject to certain regulatory certification requirements that must be satisfied in order for the vessels and systems to operate. Certification may require dry dock and other compliance costs on a periodic basis, usually every 30 months. Although the amount and timing of these costs may vary and are dependent on the timing of the certification renewal period, they generally range between $0.2 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.

We expect the sources of funds to satisfy our material cash requirements to primarily come from our ongoing operations and existing cash on hand. Although not currently expected to be utilized, we also have availability under the Amended ABL Facility and access to capital markets.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

Our discussion and analysis of our financial condition and results of operations, as reflected in the consolidated financial statements and related footnotes included in Item 8. Financial Statements and Supplementary Data of this Annual Report, are prepared in conformity with GAAP. As such, we are required to make certain estimates, judgments and assumptions that have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates involve a significant level of estimation uncertainty and may change over time as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. We believe that the most critical accounting estimates are described below. See Note 2 to our consolidated financial statements for a detailed discussion on the application of our accounting policies.

Property and Equipment

We review our property and equipment for impairment indicators at least quarterly or whenever changes in facts and circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. We evaluate impairment indicators considering the nature of the asset or asset group, the future economic benefits of the asset or asset group, historical and estimated future profitability measures, and other external market conditions or factors that may be present. We often estimate future earnings and cash flows of our assets to corroborate our determination of whether impairment indicators exist. If impairment indicators suggest that the carrying amount of an asset may not be recoverable, we determine whether an impairment has occurred by estimating undiscounted cash flows of the asset and comparing those cash flows to the asset’s carrying value. If the undiscounted cash flows are less than the asset’s carrying value (i.e., the asset is unrecoverable), impairment, if any, is recognized for the difference between the asset’s carrying value and its estimated fair value. The expected future cash flows used for the assessment of recoverability are based on judgmental assessments of operating costs, project margins and capital project spending, considering information available at the date of review. 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.

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. Changes to those judgments and estimations could require us to recognize impairment charges in the future.

43

Table of Contents

New Accounting Standards

For discussion on the potential impact of new accounting standards issued but not yet adopted, see Note 2 to our consolidated financial statements.

​