24/07/2025 - Helix Energy Solutions Group Inc.: Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

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;

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

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statements regarding our backlog and commercial contracts and rates thereunder;

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

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statements regarding the spot market, the continuation of our current backlog, visibility and future utilization, our spending and cost 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;

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

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statements regarding energy transition and energy security;

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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;

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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;

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

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statements regarding our trade receivables and their collectability;

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

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

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

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

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

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

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statements regarding our share repurchase authorization or program;

●

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

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

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

●

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 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;

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

●

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;

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

●

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;

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

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

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

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

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

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

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

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the effects of competition;

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

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

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

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the effectiveness of our sustainability initiatives and disclosures;

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the effectiveness of any future hedging activities;

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

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

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the factors generally described in Item 1A. Risk Factors in our 2024 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 2024 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 2024 Form 10-K that attempt to advise interested parties of the risks and factors that may affect our business.

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.

Demand for our services is primarily influenced by the condition of the oil and gas and the renewable energy markets and, in particular, the level of spending of offshore energy companies on operational activities and capital projects. The performance of our business is largely affected by the prevailing market prices for oil and natural gas, which are impacted by domestic and global economic conditions, hydrocarbon production and capacity, geopolitical issues, weather, global health, and various other factors. Demand for decommissioning is affected by commodity prices as well as governmental regulations and political forces globally.

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

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 our well intervention vessels have a competitive advantage in performing these services efficiently 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 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 and/or other governmental regulations supporting or restricting renewable energy developments.

Current Market Environment

Commodity prices continued to be volatile during the first half 2025 due to domestic and geopolitical events and uncertainties. Oil prices dropped precipitously into the low $60s in early April 2025 following the U.S. government's enactment of record tariffs levied globally and the announcement of significant increases in oil production by members of the Organization of Petroleum Exporting Countries ("OPEC") and other non-OPEC producer nations (collectively with OPEC members, "OPEC+"). Oil prices recovered in June 2025 only to fall sharply once again following the escalation of the conflict between Israel and Iran.

The production increases, tariffs and resulting trade wars are expected to result in slower economic growth and substantially increase the risk of a recession, both of which would reduce global demand for oil. Reduced global demand places further pressure on commodity prices, which is likely to result in lower customer spending for the industry. Additionally, the industry continues to be threatened by decisions from OPEC+, governmental regulations and changes thereto, including the ongoing effects of the U.K. government's Energy Profits Levy (windfall tax), geopolitical instability and uncertainty, regional conflicts, unrest in the Middle East, customer spending declines following mergers in the U.K. North Sea, various governmental and customer sustainability initiatives and continued shifting of resource allocation to renewable energy. We expect these factors will continue to contribute to commodity price volatility and may prolong existing lower commodity prices with the potential to temper customer spending for offshore oil and gas projects.

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 is expected to decline 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.

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. We are in the process of evaluating the impact of the OBBBA legislation on our company.

Outlook

We anticipate more uncertainty and expect a more challenging spot market for Well Intervention and Shallow Water Abandonment during the remainder of 2025, although our performance should be supported by our backlog from new contracting at improved rates and by increasing demand for our decommissioning services internationally, which should grow over mid- to long-term as the subsea tree base expands, as customers reduce their decommissioning obligations, and as customers shift resources to renewable energy. We expect the demand for shallow water decommissioning services in the Gulf of America to improve over time as former owners address their decommissioning obligations related to oil and gas properties that have reverted to them following bankruptcies. We expect growth in our renewables services as the global demand for energy increases and the international energy market continues offshore renewable energy developments.

Backlog

Our backlog is represented by signed contracts. As of June 30, 2025, our consolidated backlog totaled approximately $1.3 billion, of which $425 million is expected to be performed over the remainder of 2025. Our various contracts with Shell and Subsea 7 globally, our contracts with Trident Energy and Petrobras in Brazil, and our contracts with Talos in the Gulf of America represented approximately 87% of our total backlog as of June 30, 2025. 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.

RESULTS OF OPERATIONS

Non-GAAP Financial Measures

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

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. Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, 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 condensed consolidated financial statements unless otherwise noted.

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

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Six Months Ended

​

​

June 30,

​

June 30,

​

2025

2024

2025

2024

Net income (loss)

​

$

(2,598)

​

$

32,289

​

$

474

​

$

6,002

Adjustments:

​

​

​

​

Income tax provision (benefit)

​

(5,997)

​

14,725

​

(5,544)

​

13,027

Net interest expense

​

5,875

​

5,891

​

11,581

​

11,368

Other (income) expense, net

​

(437)

​

382

​

(80)

​

2,598

Depreciation and amortization

​

45,389

​

43,471

​

87,871

​

89,824

EBITDA

​

42,232

​

96,758

​

94,302

​

122,819

Adjustments:

​

​

​

​

Loss on disposition of assets, net

​

-

​

-

​

-

​

150

General provision for (release of) current expected credit losses

​

198

​

137

​

113

​

(6)

Losses related to convertible senior notes

​

-

​

-

​

-

​

20,922

Adjusted EBITDA

​

$

42,430

​

$

96,895

​

$

94,415

​

$

143,885

​

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

​

​	​	​	​	​	​	​
​	​	Six Months Ended
​	​	June 30,
​		2025			2024
Cash flows from operating activities	​	$	(691)	​	$	52,320
Less: Capital expenditures, net of proceeds from asset sales and insurance recoveries	​		(8,958)	​		(7,231)
Free Cash Flow	​	$	(9,649)	​	$	45,089

​

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

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​		2025			2024
Long-term debt including current maturities	​	$	311,612	​	$	315,157
Less: Cash and cash equivalents	​		(319,743)	​		(368,030)
Net Debt	​	$	(8,131)	​	$	(52,873)

​

Comparison of Three Months Ended June 30, 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 condensed consolidated financial statements. The following table details our financial and operational highlights for the periods presented (dollars in thousands):

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​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Increase/

​

​

June 30,

​

(Decrease)

​

2025

2024

Amount

Percent

Net revenues -

​

​

​

​

Well Intervention

​

$

156,786

​

$

217,761

​

$

(60,975)

(28)

%

Robotics

​

85,572

​

81,249

​

4,323

5

%

Shallow Water Abandonment

​

​

50,618

​

​

50,841

​

​

(223)

​

(0)

%

Production Facilities

​

17,081

​

25,400

​

(8,319)

(33)

%

Intercompany eliminations

​

(7,769)

​

(10,454)

​

2,685

​

​

​

$

302,288

​

$

364,797

​

$

(62,509)

(17)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross profit (loss) -

​

​

​

​

Well Intervention

​

$

(12,306)

​

$

33,615

​

$

(45,921)

(137)

%

Robotics

​

21,654

​

30,888

​

(9,234)

(30)

%

Shallow Water Abandonment

​

​

1,494

​

​

1,654

​

​

(160)

​

(10)

%

Production Facilities

​

4,754

​

9,891

​

(5,137)

(52)

%

Corporate, eliminations and other

​

(648)

​

(562)

​

(86)

​

​

​

$

14,948

​

$

75,486

​

$

(60,538)

(80)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin -

​

​

​

​

Well Intervention

​

(8)

%

15

%

​

​

Robotics

​

25

%

38

%

​

Shallow Water Abandonment

​

3

%

3

%

​

Production Facilities

​

28

%

39

%

​

Total company

​

5

%

21

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

Well Intervention vessels

​

7 / 72

%

7 / 94

%

​

Robotics assets (3)

​

48 / 62

%

47 / 76

%

​

Chartered Robotics vessels

​

7 / 95

%

6 / 97

%

​

Shallow Water Abandonment vessels (4)

​

20 / 60

%

20 / 58

%

​

Shallow Water Abandonment systems (5)

​

26 / 34

%

26 / 27

%

​

(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):

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​	​	​	​	​	​	​	​	​	​
​	​	Three Months Ended					​	​	​
​	​	June 30,					​	Increase/
​		2025			2024			(Decrease)
Robotics	​	$	7,757	​	$	10,348	​	$	(2,591)
Shallow Water Abandonment	​		12	​		106	​		(94)
​	​	$	7,769	​	$	10,454	​	$	(2,685)

​

Net Revenues. Our consolidated net revenues for the three-month period ended June 30, 2025 decreased by 17% as compared to the same period in 2024, primarily reflecting lower revenues in our Well Intervention and Production Facilities business segments, offset in part by higher revenues in our Robotics segment.

Our Well Intervention revenues decreased by 28% for the three-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower utilization on the Seawell and in the Gulf of America, offset in part by higher rates in Brazil during the second quarter 2025. Revenues decreased on the Seawell, which was warm-stacked during the second quarter 2025 as compared to being fully utilized during the second quarter 2024. Revenues were lower on the Gulf of America vessels due to fewer operational days on the Q4000, which incurred higher transit and demobilization days, and due to lower utilization on the Q5000, which underwent an approximate 57-day planned regulatory dry dock during the second quarter 2025. Revenues in Brazil increased during the second quarter 2025 as the Siem Helix 1 and the Siem Helix 2 operated at higher contractual rates as compared to the second quarter 2024.

Our Robotics revenues increased by 5% for the three-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting increased chartered vessel and site clearance activities, offset in part by a reduction in ROV and trencher utilization. The second quarter 2025 included 537 chartered vessel days, which included 190 days of site clearance operations using three IROV boulder grabs, as compared to 528 chartered vessel days (including 91 spot vessel days at full utilization), which included 78 days of site clearance operations using two IROV boulder grabs, during the second quarter 2024. The second quarter 2025 also included 91 days of trenching on a third-party vessel, whereas there was no trenching on a third-party vessel during the second quarter 2024. Integrated vessel trenching decreased to 157 days during the second quarter 2025 as compared to 232 days during the second quarter 2024, and ROV utilization decreased to 64% during the second quarter 2025 as compared to 80% during the second quarter 2024.

Our Shallow Water Abandonment revenues were down slightly for the three-month period ended June 30, 2025 as compared to the same period in 2024, reflecting lower overall rates on our vessels and P&A systems as well as weaker contract performance during the second quarter 2025, almost entirely offset by higher system and vessel utilization. Overall vessel utilization was 60% during the second quarter 2025 as compared to 58% during the second quarter 2024. Utilization on P&A systems and CT systems increased to 798 days, or 34%, during the second quarter 2025 as compared to 632 days, or 27%, during the second quarter 2024.

Our Production Facilities revenues decreased by 33% for the three-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower oil and gas production and prices during the second quarter 2025. The Thunder Hawk wells remained shut in for the entire second quarter 2025 and the Droshky wells were shut in for approximately one month, whereas both fields had a full quarter of production during the second quarter 2024. Additionally, oil prices were approximately $15 per barrel lower during the second quarter 2025 as compared to the second quarter 2024.

Gross Profit (Loss). Our consolidated gross profit decreased by $60.5 million for the three-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower profitability from our Well Intervention, Robotics and Production Facilities business segments.

Our Well Intervention segment had a gross loss of $12.3 million for the three-month period ended June 30, 2025 as compared to a gross profit of $33.6 million for the same period in 2024, primarily reflecting lower revenues, offset in part by lower vessel costs from stacking the Seawell and cost deferrals on the Q5000 docking during the second quarter 2025.

Our Robotics gross profit decreased by $9.2 million for the three-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting higher vessel costs and lower margins during the second quarter 2025.

Our Shallow Water Abandonment gross profit was slightly lower for the three-month period ended June 30, 2025 as compared to the same period in 2024 primarily due to lower revenues during the second quarter 2025.

Our Production Facilities gross profit decreased by $5.1 million for the three-month period ended June 30, 2025 as compared to the same period in 2024 primarily due to the lower revenues, offset in part by lower production-related costs during the second quarter 2025.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $18.1 million for the three-month period ended June 30, 2025 as compared to $22.3 million for the same period in 2024, primarily reflecting lower employee compensation costs.

Other Income (Expense), Net. Net other income was $0.4 million for the three-month period ended June 30, 2025 as compared to net other expense of $0.4 million for the same period in 2024, primarily reflecting net foreign currency gains and losses, respectively, related to the British pound on our U.K. subsidiaries' foreign currency positions.

Income Tax Provision (Benefit). Income tax benefit was $6.0 million for the three-month period ended June 30, 2025 as compared to income tax provision of $14.7 million for the same period in 2024. The effective tax rate for the second quarter 2025 was impacted by certain non-U.S. discrete items and the jurisdictional mix of earnings. The effective rate for the second quarter 2024 was impacted by certain non-deductible expenses and non-creditable foreign income taxes.

Comparison of Six Months Ended June 30, 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 condensed consolidated financial statements. The following table details our financial and operational highlights for the periods presented (dollars in thousands):

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​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Six Months Ended

​

Increase/

​

​

June 30,

​

(Decrease)

​

2025

2024

Amount

Percent

Net revenues -

​

​

​

​

Well Intervention

​

$

355,160

​

$

429,061

​

$

(73,901)

(17)

%

Robotics

​

136,614

​

131,558

​

5,056

4

%

Shallow Water Abandonment

​

​

67,436

​

​

77,694

​

​

(10,258)

​

(13)

%

Production Facilities

​

36,918

​

49,552

​

(12,634)

(25)

%

Intercompany eliminations

​

(15,776)

​

(26,857)

​

11,081

​

​

​

$

580,352

​

$

661,008

​

$

(80,656)

(12)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross profit (loss) -

​

​

​

​

Well Intervention

​

$

12,016

​

$

56,759

​

$

(44,743)

(79)

%

Robotics

​

29,670

​

39,071

​

(9,401)

(24)

%

Shallow Water Abandonment

​

​

(10,088)

​

(8,109)

​

​

(1,979)

​

(24)

%

Production Facilities

​

12,214

​

8,585

​

3,629

42

%

Corporate, eliminations and other

​

(1,326)

​

(1,266)

​

(60)

​

​

​

$

42,486

​

$

95,040

​

$

(52,554)

(55)

%

​

​

​

​

​

​

​

​

​

​

​

​

​

Gross margin -

​

​

​

​

Well Intervention

​

3

%

13

%

​

Robotics

​

22

%

30

%

​

Shallow Water Abandonment

​

(15)

%

(10)

%

​

Production Facilities

​

33

%

17

%

​

Total company

​

7

%

14

%

​

​

​

​

​

​

​

​

​

​

​

​

​

​

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

​

​

​

​

Well Intervention vessels

​

7 / 69

%

7 / 92

%

​

Robotics assets (3)

​

48 / 57

%

47 / 67

%

​

Chartered Robotics vessels

​

7 / 84

%

6 / 86

%

​

Shallow Water Abandonment vessels (4)

​

20 / 45

%

20 / 49

%

​

​

​

Shallow Water Abandonment systems (5)

​

26 / 23

%

26 / 27

%

​

​

​

(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):

​

​	​	​	​	​	​	​	​	​	​
​	​	Six Months Ended					​	​	​
​	​	June 30,					​	Increase/
​		2025			2024			(Decrease)
Well Intervention	​	$	-	​	$	6,093	​	$	(6,093)
Robotics	​		15,712	​		20,576	​		(4,864)
Shallow Water Abandonment	​		64	​		188	​		(124)
​	​	$	15,776	​	$	26,857	​	$	(11,081)

​

Net Revenues. Our consolidated net revenues for the six-month period ended June 30, 2025 decreased by 12% as compared to the same period in 2024, reflecting lower revenues in our Well Intervention, Shallow Water Abandonment and Production Facilities business segments, offset in part by higher revenues in our Robotics segment.

Our Well Intervention revenues decreased by 17% for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower utilization on the Seawell, the Q5000 and the Q7000, offset in part by higher rates on the Q4000 and in Brazil during the six-month period ended June 30, 2025. Revenues decreased on the Seawell, which was idle during the first quarter 2025 and warm-stacked during the second quarter 2025 as compared to being nearly fully utilized during the six-month period ended June 30, 2024. Utilization on the Q5000 was lower as the vessel underwent an approximate 57-day planned regulatory dry dock during the second quarter 2025. Revenues on the Q7000 were lower due to the vessel recognizing only six days of revenue in Brazil during the first quarter 2025 as compared to being fully utilized in Australia during the six-month period ended June 30, 2024. The Q7000 completed its mobilization and regulatory docking and commenced its 400-day contract in Brazil at the end of March 2025. During the six-month period ended June 30, 2025, the Q4000 completed its Nigeria campaign at higher integrated project rates and transited back to the Gulf of America. Revenues in Brazil increased as the Siem Helix 1 and the Siem Helix 2 operated at higher contractual rates during the six-month period ended June 30, 2025.

Our Robotics revenues increased by 4% for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting higher chartered vessel rate and increased site clearance activities, offset in part by a reduction in chartered vessel and ROV utilization. The six-month period ended June 30, 2025 included 781 chartered vessel days, which included 211 days of site clearance operations using three IROV boulder grabs, as compared to 861 chartered vessel days (including 182 spot vessel days at full utilization), which included 168 days of site clearance operations using two IROV boulder grabs, during the six-month period ended June 30, 2024. The six-month period ended June 30, 2025 also included 181 days of trenching on a third-party vessel, whereas there was no trenching on a third-party vessel during the six-month period ended June 30, 2024. Integrated vessel trenching declined to 292 days during the second quarter 2025 as compared to 317 days during the second quarter 2024, and ROV utilization decreased to 59% during the second quarter 2025 as compared to 70% during the second quarter 2024.

Our Shallow Water Abandonment revenues decreased by 13% for the six-month period ended June 30, 2025 as compared to the same period in 2024 primarily due to lower utilization and overall rates on our vessels and systems. Overall vessel utilization was 45% during the six-month period ended June 30, 2025 as compared to 49% during the same period in 2024. Utilization on P&A systems and CT systems decreased to 1,062 days, or 23%, during the six-month period ended June 30, 2025 as compared to 1,258 days, or 27%, during the six-month period ended June 30, 2024.

Our Production Facilities revenues decreased by 25% for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower oil and gas production and prices during the six-month period ended June 30, 2025. The Thunder Hawk wells remained shut in for the entire six-month period in 2025 and the Droshky wells were shut in for approximately one month in the second quarter 2025, whereas both fields had a full six months of production in 2024.

Gross Profit (Loss). Our consolidated gross profit decreased by $52.6 million for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting reduced profitability from our Well Intervention, Robotics and Shallow Water Abandonment business segments, offset in part by increased profitability from our Production Facilities segment.

Our Well Intervention segment gross profit decreased by $44.7 million for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower revenues, offset in part by lower idle vessel costs in the North Sea, cost deferrals on the Q7000 during its mobilization and regulatory docking during the first quarter 2025 and cost deferrals on the Q5000 docking during the second quarter 2025.

Our Robotics gross profit decreased by $9.4 million for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting higher vessel costs and lower margins during the second quarter 2025.

Our Shallow Water Abandonment gross loss increased by $2.0 million for the six-month period ended June 30, 2025 as compared to the same period in 2024, primarily reflecting lower revenues, offset in part by lower costs during the six-month period ended June 30, 2025.

Our Production Facilities gross profit increased by $3.6 million for the six-month period ended June 30, 2025 as compared to the same period in 2024 primarily due to the incurrence of well workover costs related to the Thunder Hawk wells during the first quarter 2024.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $37.5 million for the six-month period ended June 30, 2025 as compared to $43.0 million for the same period in 2024, primarily reflecting lower employee compensation costs.

Net Interest Expense. Our net interest expense totaled $11.6 million for the six-month period ended June 30, 2025 as compared to $11.4 million for the same period in 2024, primarily reflecting lower interest income on our invested cash (Note 5).

Losses Related to Convertible Senior Notes. The losses during the six-month period ended June 30, 2024 were associated with the redemption of our 2026 Notes (Note 5).

Other Income (Expense), Net. Net other income was $0.1 million for the six-month period ended June 30, 2025 as compared to net other expense of $2.6 million for the same period in 2024, primarily reflecting net foreign currency gains and losses, respectively, related to the British pound on our U.K. subsidiaries' foreign currency positions.

Income Tax Provision (Benefit). Income tax benefit was $5.5 million for the six-month period ended June 30, 2025 as compared to income tax provision of $13.0 million for the same period in 2024. The effective tax rate for the six-month period ended June 30, 2025 was impacted by certain non-U.S. discrete items and the jurisdictional mix of earnings. The effective rate for the six-month period ended June 30, 2024 was impacted by the non-deductibility of certain losses associated with the 2026 Notes Redemptions, which was characterized as a discrete event.

​

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):

​

​	​	​	​	​	​	​
​	​	June 30,		​	December 31,
​		2025			2024
Net working capital	​	$	412,435	​	$	405,266
Long-term debt (excluding current maturities)	​		302,200	​		305,971
Liquidity	​		374,942	​		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 $9.4 million at June 30, 2025 and $9.2 million at December 31, 2024. See Note 5 for information relating to our long-term debt.

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 June 30, 2025 included $319.7 million of cash and cash equivalents and $70.5 million of available borrowing capacity under the Amended ABL Facility (Note 5) and excluded $15.3 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 condensed consolidated statements of cash flows (in thousands):

​

​	​	​	​	​	​	​
​	​	Six Months Ended
​	​	June 30,
​		2025			2024
Cash provided by (used in):		​			​	​
Operating activities	​	$	(691)	​	$	52,320
Investing activities	​		(8,958)	​		(7,231)
Financing activities	​		(40,780)	​		(101,526)

​

Operating Activities

Our operating cash flows for the six-month period ended June 30, 2025 decreased as compared to the same period in 2024 despite the absence of an earnout payment, primarily reflecting lower earnings, higher regulatory recertification costs on our vessels and systems and higher working capital outflows. Operating cash outflows during the six-month period ended June 30, 2024 included $58.3 million of the $85.0 million earnout payment on April 3, 2024. Regulatory recertification spending on our vessels and systems was $33.9 million and $20.3 million, respectively, during the comparable year over year periods.

Investing Activities

Cash flows used in investing activities for the six-month period ended June 30, 2025 increased slightly as compared to the same period in 2024 primarily due to higher capital expenditures.

Financing Activities

Net cash outflows from financing activities for the six-month period ended June 30, 2025 primarily reflect the repurchases of $30.2 million in our common stock under the 2023 Repurchase Program (including $0.2 million of excise tax paid), principal repayment of $4.5 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 the six-month period ended June 30, 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 $4.3 million related to the MARAD Debt and $10.2 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 property and equipment and operating lease obligations, as of June 30, 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 maturities. 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 June 30, 2025.

​

​	​	​	​	​	​	​	​	​	​
​		Total			Short-Term			Long-Term
MARAD debt	​	$	19,294	​	$	9,412	​	$	9,882
2029 Notes	​		300,000	​		-	​		300,000
Interest related to debt	​		108,912	​		30,513	​		78,399
Property and equipment	​		9,068	​		9,068	​		-
Operating leases (1)	​		833,395	​		160,021	​		673,374
Total cash obligations	​	$	1,270,669	​	$	209,014	​	$	1,061,655

(1)

Operating leases include vessel charters and facility and equipment leases, including commitments related to leases executed but not yet commenced. At June 30, 2025, our commitment related to long-term vessel charters that have commenced totaled approximately $768.3 million, of which $390.9 million was related to the non-lease (services) components that are not included in operating lease liabilities in the condensed consolidated balance sheet as of June 30, 2025.

Other material cash requirements

Other material cash requirements include the following:

Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 12). Those obligations, which are presented on a discounted basis on the condensed 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 June 30, 2025, none of which is expected to be paid during the next 12 months. We are entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations associated with Droshky oil and gas properties are fulfilled.

Regulatory recertification and dry dock. Our vessels and systems are subject to certain regulatory recertification requirements that must be satisfied in order for the vessels and systems to operate. Recertification may require dry dock and other compliance costs on a periodic basis, usually every 30 months. Although the amount and timing of these costs may vary and are dependent on the timing of the certification renewal period, they generally range between $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 come from our ongoing operations and existing cash on hand. Although not currently expected, 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 condensed consolidated financial statements and related footnotes, are prepared in conformity with GAAP. As such, we are required to make certain estimates, judgments and assumptions that have had or are reasonably likely to have a material impact on our financial condition or results of operations. We base our estimates on historical experience, available information and various other assumptions we believe to be reasonable under the circumstances. These estimates involve a significant level of estimation uncertainty and may change over time as new events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. For information regarding our critical accounting estimates, see our "Critical Accounting Estimates" as disclosed in our 2024 Form 10-K.

​