Quarterly Report for Quarter Ending March 31, 2026 (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:

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:

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.

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 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 fell in 2025 following the escalation of tariffs and geopolitical tensions globally. Oil prices entered 2026 in the mid $50s but have risen sharply following the U.S. military campaign against Iran in March, which resulted in the closure of the Strait of Hormuz, and other escalated conflicts in the Middle East. Oil prices have since been volatile, ranging from the $80s to over $110 per barrel, and are expected to remain volatile during these tensions.

The regulatory landscape has been evolving, with stronger abandonment enforcement actions in the U.K., while the offshore oil and gas market continues to evaluate existing governmental regulations and changes thereto, including the ongoing effects of the U.K. government's Energy Profits Levy. Factors such as regulatory changes, war in the Middle East and Ukraine, escalated geopolitical instability and uncertainty, and regional conflicts and tensions have resulted in higher commodity prices and perceived demand for our production enhancement and decommissioning services but significantly increased volatility and uncertainty.

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 continues although at a slower pace following the 2025 Wind Energy Ban in January 2025.

Outlook

Our 2026 performance should be supported by our existing backlog, higher commodity prices, stronger abandonment regulatory enforcements in the U.K., 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 ongoing uncertainties 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. The recent improvements in commodity prices and regulatory pressures should improve on what had been expected to be a softer utilization and rate environment for those vessels and systems more exposed to the spot market. However, we expect the commodity price environment to normalize once tensions in Iran have settled and the Strait of Hormuz resumes normal shipping activity.

Beyond 2026, we anticipate increasing energy consumption will continue to drive demand for our services in both the oil and gas and renewable energy sectors. We believe rising energy 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 installed 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 to expand 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 March 31, 2026, our consolidated backlog totaled approximately $1.2 billion, of which $551 million is expected to be performed over the remainder of 2026. 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 83% of our total backlog as of March 31, 2026. 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 primarily on Adjusted EBITDA, Free Cash Flow and Net Debt. 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 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 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 Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. 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 Adjusted EBITDA as earnings before income taxes, net interest expense, depreciation and amortization expense, net other income or expense, gains or losses on disposition of assets, long-lived asset impairment losses, 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 income (loss) to Adjusted EBITDA is as follows (in thousands):

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

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

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Comparison of Three Months Ended March 31, 2026 and 2025

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 various financial and operational highlights for the periods presented (dollars in thousands):

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

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

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Net Revenues. Our consolidated net revenues for the three-month period ended March 31, 2026 increased by 4% as compared to the same period in 2025, primarily reflecting higher revenues in our Well Intervention, Robotics and Shallow Water Abandonment business segments, offset in part by lower revenues in our Production Facilities segment.

Our Well Intervention revenues increased by 6% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on the Q7000 and the Seawell and higher project rates on the Q5000, offset in part by lower rates on the Q4000. The Q7000 was fully utilized during the first quarter 2026 as compared to being operational for six days during the first quarter 2025 following its mobilization to and docking in Brazil. The Seawell was reactivated and utilized for 54 days during the first quarter 2026 as compared to being idle throughout 2025. The Q5000 achieved higher project-related rates during its workover of the Thunder Hawk field for our Production Facilities segment. The Q4000 generated lower project-related rates during the first quarter 2026 as compared to those rates during its operations in Nigeria during the first quarter 2025.

Our Robotics revenues increased by 22% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher overall ROV utilization and higher vessel activities, although vessel activities included fewer integrated vessel trenching days during the first quarter 2026. The first quarter 2026 included 381 chartered vessel days, which included 110 days of site clearance operations using three IROV boulder grabs, as compared to 244 chartered vessel days, which included 21 days of site clearance operations using an IROV boulder grab during the first quarter 2025. Overall ROV and trencher utilization increased to 56% during the first quarter 2026 as compared to 51% during the first quarter 2025. Integrated vessel trenching decreased to 122 days during the first quarter 2026 as compared to 135 days during the first quarter 2025.

Our Shallow Water Abandonment revenues increased by 26% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on our vessels and systems. Overall vessel utilization was 35% during the first quarter 2026 as compared to 30% during the first quarter 2025. Utilization on P&A systems and CT systems increased to 369 days, or 16%, during the first quarter 2026 as compared to 264 days, or 11%, during the first quarter 2025.

Our Production Facilities revenues decreased by 6% for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting lower oil and gas production and prices from the Droshky field. The Thunder Hawk field was shut in during both quarters, but a successful workover was completed at the end of the first quarter 2026.

Gross Profit (Loss). Our consolidated gross profit decreased by $18.7 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting reduced profitability from our Well Intervention and Production Facilities segments, offset in part by increased profitability from our Robotics and Shallow Water Abandonment business segments.

Our Well Intervention gross profit decreased by $9.1 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting lower profits in the Gulf of America, higher operating costs in Brazil, and lower incremental margins in the North Sea and on the Q7000.

Our Robotics gross profit increased by $2.6 million for the three-month period ended March 31, 2026 as compared to the same period in 2025, primarily reflecting higher revenues during the first quarter 2026.

Our Shallow Water Abandonment had a gross loss of $8.9 million for the three-month period ended March 31, 2026 as compared to a gross loss of $11.6 million for the same period in 2025 primarily due higher revenues during the first quarter 2026.

Our Production Facilities had a gross loss of $7.5 million for the three-month period ended March 31, 2026 as compared to a gross profit of $7.5 million for the same period in 2025 primarily due to workover costs on the Thunder Hawk field and lower revenues during the first quarter 2026.

Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $22.1 million for the three-month period ended March 31, 2026 as compared to $19.4 million for the same period in 2025, primarily reflecting higher employee compensation and professional service costs during the first quarter 2026.

Income Tax Provision (Benefit). Income tax benefit was $3.2 million for the three-month period ended March 31, 2026 as compared to income tax provision of $0.5 million for the same period in 2025. The effective tax rate for the first quarter 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective rate for the first quarter 2025 was impacted by a discrete non-U.S. tax benefit.

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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):

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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 March 31, 2026 and $9.6 million at December 31, 2025. 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 March 31, 2026 of $611.7 million included $501.3 million of cash and cash equivalents and $113.0 million of available borrowing capacity under the Amended ABL Facility (Note 5) and excluded $2.6 million of pledged cash. Our liquidity at December 31, 2025 of $553.6 million included $445.2 million of cash and cash equivalents and $110.9 million of available borrowing capacity under the Amended ABL Facility and excluded $2.5 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):

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Operating Activities

Cash flows provided by operating activities for the three-month period ended March 31, 2026 increased as compared to the same period in 2025 primarily reflecting higher working capital inflows driven by collections of accounts receivable and lower regulatory certification costs on our vessels and systems, offset in part by lower earnings during the first quarter 2026. Regulatory certification costs, which are considered part of our capital spending program but are classified as operating cash flows, were $8.9 million and $17.9 million, respectively, during the comparable year over year periods.

Investing Activities

Cash flows used in investing activities for the three-month period ended March 31, 2026 decreased as compared to the same period in 2025 primarily due to lower capital expenditures.

Financing Activities

Net cash outflows from financing activities for the three-month period ended March 31, 2026 primarily reflect principal repayment of $4.8 million related to the MARAD Debt. Net cash outflows from financing activities for the three-month period ended March 31, 2025 primarily reflect the principal repayment of $4.5 million related to the MARAD Debt and payments in satisfaction of tax obligations upon vesting of share-based awards.

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 March 31, 2026 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 March 31, 2026.

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Other material cash requirements

Other material cash requirements include the following:

Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 12). 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 field oil and gas properties as of March 31, 2026. 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 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 2025 Form 10-K.

RECENT DEVELOPMENTS

Planned Merger with Hornbeck Offshore Services, Inc.

On April 22, 2026, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with Hornbeck Offshore Services, Inc., a Delaware corporation ("Hornbeck"), Odyssey Sub, Inc., a Delaware corporation and our direct, wholly owned subsidiary ("Parent Sub"), and Hercules Sub LLC, a Delaware limited liability company and our direct, wholly owned subsidiary ("LLC Sub"). Pursuant to the Merger Agreement, upon the terms and subject to the conditions set forth therein, (i) Parent Sub will merge with and into Hornbeck, with Hornbeck continuing as the surviving entity (the "Surviving Corporation") (the "First Company Merger") and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into LLC Sub (the "Second Company Merger" and, together with the First Company Merger, the "Mergers"), with LLC Sub continuing as the surviving entity (the "Combined Company").

Upon consummation of the transactions contemplated by the Merger Agreement (the "Transactions"), we expect that current Helix shareholders will own approximately 45%, and current Hornbeck shareholders will own approximately 55%, of the Combined Company. Following the Transactions, our name will be changed to Hornbeck Offshore Services, Inc., and our common stock will remain listed on the New York Stock Exchange (the "NYSE"). The Mergers and the Transactions are expected to be consummated in the second half of 2026. However, no assurance can be given as to when, or if, the Mergers and the Transactions will be consummated.

Under the terms of the Merger Agreement and as more fully described below, immediately prior to the First Company Merger, Helix will convert from a Minnesota corporation to a Delaware corporation (the "Conversion") in accordance with Section 265 of the General Corporation Law of the State of Delaware and Section 302A.682 of the Minnesota Business Corporation Act pursuant to a plan of conversion contemplated by the Merger Agreement, and each issued and outstanding share of our common stock will be converted into one share of common stock, par value $0.00001 per share, of Helix following the Conversion (the "Converted Helix Common Stock"). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the time the First Company Merger becomes effective (the "Effective Time"), each share of Hornbeck's common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time will automatically be converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of Converted Helix Common Stock.

The closing of the Transactions is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, (i) the approval by our shareholders, (ii) the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act having expired or been terminated, and the required approvals shall have been obtained under certain antitrust and foreign investment laws, (iii) there being no law, injunction or order by a governmental body prohibiting the consummation of the Transactions, (iv) the approval of Converted Helix Common Stock to be issued and listed on the NYSE in accordance with the terms of the Merger Agreement, (v) the registration statement on Form S-4 to be filed with the SEC by us, having been declared effective by the SEC, (vi) subject to specified materiality standards, the accuracy of the representations and warranties of the parties contained in the Merger Agreement, (vii) compliance by the parties to the Merger Agreement in all material respects with their respective covenants, and (viii) receipt by Hornbeck of an opinion from its counsel that the Mergers, taken together, will qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended. The Merger Agreement imposes certain restrictions on our business and operations during the pendency of the Mergers. While we do not believe these restrictions are unduly burdensome, they may delay or prevent us from taking actions we could otherwise take. Accordingly, our results of operations prior to entering into the Merger Agreement may not be comparable to results of operations following our entry into the Merger Agreement. For additional information, see Item 1A. Risk Factors - "Consummation of the Mergers is uncertain and is subject to risks outside our control, and a delay in completing the Mergers may reduce or eliminate the expected benefits from the Mergers" of this Quarterly Report on Form 10-Q.

Suspension of Repurchases of Common Stock under the 2023 Repurchase Program

Effective April 22, 2026, our Board has decided to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program. As of March 31, 2026, approximately $128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program. The 2023 Repurchase Program has no set expiration date, and our Board may authorize management to resume repurchases under the 2023 Repurchase Program in the future at its discretion. The manner, timing and amount of any future repurchases under the 2023 Repurchase Program, if repurchases under the 2023 Repurchase Program are resumed, will be determined by management at its discretion based on an evaluation of market conditions, stock price, liquidity and other factors. The 2023 Repurchase Program does not obligate us to acquire any particular amount of common stock and may be modified or superseded at any time at our discretion. Any shares repurchased under the 2023 Repurchase Program are cancelled.

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