03/04/2024 - Helix Energy Solutions Group Inc.: 2023 Annual Report

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MAXIMIZING EXISTING RESERVES LOWERING DECOMMISSIONING COSTS OFFSHORE RENEWABLES & WIND FARMS

ANNUAL

R E P O R T

2023

2023 Annual Report | Helix Energy Solutions

TO OUR SHAREHOLDERS

Owen Kratz, President and Chief Executive Officer

2023 was an excellent year for Helix and our shareholders. We had described 2022 as a transitional year, as we began to emerge from a difficult rate environment and a post-pandemicrecovery. Coming into 2023 we expected to build on that momentum, and following our Alliance acquisition, anticipated multi-regionalasset deployment optionality and pricing leverage. Our goal was to maintain capital spending discipline and focus on Free Cash Flow generation. A year ago we were optimistic about a market outlook showing signs of promise. I am pleased to report that in 2023, we delivered on that promise, laying the foundation for 2024 and beyond.

Our financial results demonstrate the strength of our performance. 2023 marked our sixth consecutive year of generating positive Free Cash Flow, which meaningfully increased from $18 million in 2022 to $134 million in 2023. We also generated significant year-over-year improvements in each of adjusted EBITDA, Revenue and Net Income. In 2023 our adjusted EBITDA jumped to $273 million - more than double from 2022 and our highest annual EBITDA since 2014 - and our Revenue increased by nearly 50% year over year to $1.29 billion. Our 2023 Net Income represented a $77 million improvement compared to the prior year, a figure that would have improved even further but for two meaningful one-time events that, while positive strategic developments, negatively impacted our financial results.

One of those impacts to 2023 was the increase to the Alliance earnout, which in and of itself demonstrates the value proposition of that acquisition. The Alliance business generated approximately $85 million in adjusted EBITDA in 2023, a significant improvement over the prior year and even exceeding our own expectations. While we can't project such extraordinary results every year, we do expect the Gulf of Mexico shallow water abandonment market to be strong for years to come. Helix is the only contractor offering a truly integrated service to manage all aspects of, and all assets and services necessary to deliver, full-fieldDecommissioning. We believe our capabilities and expertise are scalable globally, and we are excited about what the long-term future holds for that business.

Decommissioning, whether through our Shallow Water Abandonment or Well Intervention segment, continues to represent a significant area of focus for Helix. We offer a variety of Decommissioning services, including well plug and abandonment, seabed reclamation and remediation, and site inspections. Driven by factors including an expanding, aging installed tree base, increasing government regulations, and customers' shifting resources to renewable energy, we see the overall demand for Decommissioning services continuing to grow. Reflective of this outlook, during the third quarter we completed an acquisition that expanded our workforce and added P&A systems to be used in our Shallow Water Abandonment segment. In 2023, Decommissioning represented 57% of Helix's overall revenue - nearly three quarters of a billion dollars.

Our Decommissioning services evidence our commitment to Sustainability, helping to preserve the environment by preventing uncontrolled releases of oil and natural gas and restoring the seabed in an environmentally safe manner.

We undertook a number of other strategic initiatives in 2023 that demonstrate our commitment to our strategy and outlook for the markets we serve. We support the Energy Transition to renewable energy through our services in offshore wind farm developments, and further to those efforts we built a new IROV boulder grab and extended the charters on two of our robotics vessels to bolster our trenching and site clearance operations. Renewables is another market we believe is sustainable and will continue to grow, and as part of our strategy we have prudently stayed within our core competencies, maintained capital discipline and leveraged our robotics expertise to participate as a specialty service provider.

Perhaps the most significant strategic move we made in 2023 was with respect to our balance sheet. With a strong market outlook we have long sought to simplify our capital structure and remove the dilution overhang inherent in convertible notes. During the fourth quarter 2023 we issued $300 million in unsecured senior notes. We subsequently extinguished our 2026 convertible notes that were issued in 2020. This important transformation eliminates potential dilution of over 28 million shares associated with the converts and pushes our major long-term debt maturities out to 2029. We continue to execute on our capital allocation philosophy and use Free Cash Flow to maintain low levels of net debt and high levels of liquidity, invest in targeted acquisitions that complement and further our strategy, and return value to shareholders through share repurchases.

We delivered outstanding results in 2023, and I feel it's just the start. We continue to work hard to maximize our potential. We expect there are further, meaningful increases in our rates to come that will blend with our ongoing longer-term legacy rates.

Helix's focus on Maximizing Production of existing oil and gas reserves, Decommissioning end-of-life oil and gas fields and supporting Renewable Energy developments supports a global Energy Transition, across growing markets. With the strong market outlook combined with improvements to our capital structure, we expect to be meaningfully Free Cash Flow positive for the foreseeable future. We look forward to capitalizing on our operating leverage, both from our existing asset base as well as market opportunities, where we'll continue to seek out the greatest returns on capital.

We feel we've positioned the company to benefit from an extended investment cycle in the offshore energy market, and we look forward to continuing to deliver results for you, our shareholders. On behalf of the Helix Board of Directors, Executive Management team and our entire organization, I thank you for your investment in our company.

Helix Energy Solutions | 2023 Annual Report

"A year ago we were optimistic about a market outlook showing signs of promise. I am pleased to report that in 2023, we delivered on that promise, laying the foundation for 2024 and beyond."

~ Owen Kratz

2023 Annual Report | Helix Energy Solutions

OUR

COMPANY

Helix is 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.

Overview

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. East Coast, Brazil, North Sea, Asia Pacific and West Africa regions. Our services are segregated into four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and Production Facilities.

Well Intervention

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

Robotics

Our Robotics segment provides trenching, seabed clearance, offshore construction and inspection, repair and maintenance ("IRM") services to both the oil and gas and the renewable energy markets globally, thereby assisting with the delivery of renewable

energy and supporting the responsible transition away from a carbon-based economy. Additionally, our Robotics services are used in and complement our well intervention services. Our Robotics segment includes remotely operated vehicles ("ROVs"), trenchers, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed. We offer our ROVs, trenchers and the IROV boulder grab on a stand-alone basis or on an integrated basis with chartered robotics support vessels.

Shallow Water Abandonment

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream sectors in the Gulf of Mexico shelf, through offshore oilfield decommissioning and reclamation, plug and abandonment ("P&A") services, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services. Our Shallow Water Abandonment segment includes a diversified fleet of marine assets including liftboats, offshore supply vessels, dive support vessels, a heavy lift derrick barge, a crew boat and P&A systems and coiled tubing ("CT") systems.

Production Facilities

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. Well intervention; intervention engineering; production enhancement; CT operations; IRM of production structures, trees, jumpers, risers, pipelines and subsea equipment; and related support services.

Decommissioning. Reclamation and remediation services; well P&A services; pipeline, cable and umbilical abandonment services; and site inspections.

Development. Installation of flowlines, control umbilicals, manifold assemblies and risers; trenching and burial of pipelines; installation and tie-in of riser and manifold assembly; commissioning, testing and inspection; and cable and umbilical lay and connection.

Production Facilities. Provision of the HP I as an oil and natural gas processing facility. Currently, the HP I is being utilized to process production from the Phoenix field in the Gulf of Mexico.

Fast Response System. Provision of the HFRS as a response resource in the Gulf of Mexico that can be identified in permit applications to U.S. federal and state agencies and respond to a well control incident.

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. General subsea support of engineering, procurement, construction and installation contractors with ROV services standalone or with support vessels.

Helix Energy Solutions | 2023 Annual Report

Industry Influences

Demand for our services is primarily influenced by the condition of the oil and gas and the renewable energy markets and, in particular, the willingness of offshore energy companies to spend on operational activities and capital projects. The performance of our business is largely affected by the prevailing market prices for oil and natural gas. 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.

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. 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.

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. 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 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. 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.

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.

2023 Annual Report | Helix Energy Solutions

2023 FINANCIAL HIGHLIGHTS

(1)

(1) Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of this financial measure to reported net income (loss), see "Non-GAAP Financial Measures" on pages 37-38 of our Annual Report on Form 10-K for the year ended December 31, 2023.

Sustainability

Sustainability continues to drive our business strategy and decision-making with a renewed focus on our commitment to energy security and participation in the world's energy transition. Through maximizing existing reserves, decommissioning and renewable energy support, our services lay the foundation for this transformation.

Our 2023 Corporate Sustainability Report details our Greenhouse Gas Emissions and reduction targets and is designed to align and be guided by the Task Force for Climate-Related Financial Disclosure (TCFD) voluntary reporting framework, the Applicable Value Reporting Foundation's Sustainability Accounting Standards Board (SASB) - Oil and Gas Services Standard, Institutional Shareholder Services (ISS), Sustainalytics and the Global Reporting Initiative (GRI).

Read our report: https://helixesg.com/2023-corporate-sustainability-report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

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

For the fiscal year ended December 31, 2023

or

  • TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from__________ to__________
    Commission file number 001-32936

HELIX ENERGY SOLUTIONS GROUP, INC.

(Exact name of registrant as specified in its charter)

Minnesota

95-3409686

State or other jurisdiction of incorporation or organization

(I.R.S. Employer Identification No.)

3505 West Sam Houston Parkway North

Suite 400

Houston Texas

77043

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (281) 618-0400

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

HLX

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and

(2) has been subject to such filing requirements for the past 90 days. Yes No

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller

reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting

company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer Smaller reporting company Emerging growth company

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant as of June 30,

2023 was approximately $1.0 billion based on the closing price of the registrant's common stock as quoted on the New York Stock Exchange on June 30, 2023.

The number of shares of the registrant's common stock outstanding as of February 21, 2024 was 152,416,382.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 15, 2024 are incorporated by reference into Part III hereof.

HELIX ENERGY SOLUTIONS GROUP, INC. INDEX - FORM 10-K

PART I

Page

Item 1.

Business

5

Item 1A.

Risk Factors

17

Item 1B.

Unresolved Staff Comments

30

Item 1C.

Cybersecurity

30

Item 2.

Properties

31

Item 3.

Legal Proceedings

32

Item 4.

Mine Safety Disclosures

32

Unnumbered Item

Information about our Executive Officers

32

PART II

Item 5.

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities

33

Item 6.

[Reserved]

35

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

35

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

46

Item 8.

Financial 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 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

83

Item 9A.

Controls and Procedures

83

Item 9B.

Other Information

84

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

84

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

84

Item 11.

Executive Compensation

84

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters

84

Item 13.

Certain Relationships and Related Transactions, and Director Independence

85

Item 14.

Principal Accounting Fees and Services

85

PART IV

Item 15.

Exhibits and Financial Statement Schedules

85

Item 16.

Form 10-K Summary

91

Signatures

92

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Forward Looking Statements

This Annual Report on Form 10-K ("Annual Report") contains or incorporates by reference various statements that contain forward-looking information regarding Helix Energy Solutions Group, Inc. 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 (the "Securities Act"), 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, working capital, debt and liquidity, cash flows, future operations expenditures or other financial items;
  • 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 energy transition and energy security;
  • statements regarding our ability to identify, effect and integrate 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 ("GHG Emissions");
  • statements regarding global, market or investor sentiment with respect to fossil fuels;
  • statements regarding general economic or political conditions, whether international, national or in the regional or local markets in which we do business;
  • 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 resources, 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;

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  • the potential effects of regional tensions that have escalated or may escalate, including into conflicts or wars, and their impact on the global economy, oil and gas market, our operations, international trade, or our ability to do business with certain parties or in certain regions, and any governmental sanctions resulting therefrom;
  • the results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, or the determination not to pursue or effect such initiatives;
  • 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;
  • 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 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, repurchase or redemption of our convertible senior notes and settlement of related capped calls;
  • the effectiveness of our sustainability initiatives and disclosures;
  • the impact of current and future laws and governmental regulations and how they will be interpreted or enforced, including related to fossil fuel productions, 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 effectiveness of our future hedging activities;
  • the potential impact of a negative event related to our human capital resources, 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 of this Annual Report.

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 "Risk Factors" beginning on page 17 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" beginning on page 35 of this Annual Report. Should one or more of the risks or uncertainties described in this Annual Report occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward- looking statements.

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Disclaimer

Helix Energy Solutions Group Inc. published this content on 03 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 April 2024 20:40:00 UTC.

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