HELIX ENERGY SOLUTIONS GROUP, INC. INDEX — FORM 10-K
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| | PART I | |
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| Item 1. | Business | 5 |
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| Item 1A. | Risk Factors | 16 |
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| Item 1B. | Unresolved Staff Comments | 28 |
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| Item 1C. | Cybersecurity | 28 |
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| Item 2. | Properties | 29 |
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| Item 3. | Legal Proceedings | 31 |
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| Item 4. | Mine Safety Disclosures | 31 |
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| Unnumbered Item | Information about our Executive Officers | 31 |
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| | PART II | |
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| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32 |
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| Item 6. | [Reserved] | 34 |
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| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 34 |
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| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | 43 |
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| Item 8. | Financial Statements and Supplementary Data | 45 |
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| | Report of Independent Registered Public Accounting Firm (KPMG LLP, Houston, Texas, Auditor Firm ID 185) | 45 |
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| | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting | 47 |
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| | Consolidated Balance Sheets as of December 31, 2024 and 2023 | 48 |
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| | Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022 | 49 |
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| | Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2024, 2023 and 2022 | 49 |
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| | Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022 | 50 |
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| | Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022 | 51 |
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| | Notes to Consolidated Financial Statements | 52 |
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| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 80 |
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| Item 9A. | Controls and Procedures | 80 |
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| Item 9B. | Other Information | 81 |
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| Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 81 |
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| | PART III | |
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| Item 10. | Directors, Executive Officers and Corporate Governance | 81 |
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| Item 11. | Executive Compensation | 81 |
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| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 82 |
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| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 82 |
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| Item 14. | Principal Accounting Fees and Services | 82 |
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| | PART IV | |
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| Item 15. | Exhibits and Financial Statement Schedules | 82 |
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| | Signatures | 88 |
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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 general economic or political conditions, whether international, national or in the regional or local markets in which we do business; |
| ● | statements regarding energy transition and energy security; |
| ● | statements regarding our ability to identify, effect and integrate mergers, acquisitions, joint ventures or other transactions and any subsequently identified legacy issues with respect thereto; |
| ● | statements regarding the acquisition, construction, completion, upgrades to or maintenance and/or regulatory certification of vessels, systems or equipment and any anticipated costs or downtime related thereto; |
| ● | statements regarding any financing transactions or arrangements, or our ability to enter into such transactions or arrangements; |
| ● | statements regarding our trade receivables and their collectability; |
| ● | statements regarding potential legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions; |
| ● | statements regarding our sustainability initiatives and the successes thereon or regarding our environmental efforts, including with respect to greenhouse gas emissions (“GHG Emissions”); |
| ● | statements regarding global, market or investor sentiment with respect to fossil fuels; |
| ● | statements regarding our existing activities in, and future expansion into, the offshore renewable energy market; |
| ● | statements regarding potential developments, industry trends, performance or industry ranking; |
| ● | statements regarding our human capital management, including our ability to retain our senior management and other key employees; |
| ● | statements regarding our share repurchase authorization or program; |
| ● | statements regarding the underlying assumptions related to any projection or forward-looking statement; and |
| ● | any other statements that relate to non-historical or future information. |
Although we believe that the expectations reflected in our forward-looking statements are reasonable and are based on reasonable assumptions, they do involve risks, uncertainties and other factors that could cause actual results to differ materially from those in the forward-looking statements. These factors include:
| ● | the impact of domestic and global economic and market conditions and the future impact of such conditions on the offshore energy industry and the demand for our services; |
| ● | the general impact of oil and natural gas price volatility and the cyclical nature of the oil and gas market; |
| ● | the potential impact of geopolitical and domestic policy changes that may negatively affect oil and gas production and/or pricing or adversely impact offshore renewable energy projects, 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; |
| ● | 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 impact of current and future laws and governmental regulations and how they will be interpreted or enforced, including related to fossil fuel production, decommissioning, and litigation and similar claims in which we may be involved; |
| ● | the future impact of international activity and trade agreements on our business, operations and financial condition; |
| ● | the performance of contracts by customers, suppliers and other counterparties; |
| ● | the results of our continuing efforts to control costs and improve performance; |
| ● | unexpected future operations expenditures, including the amount and nature thereof; |
| ● | the effectiveness and timing of our vessel and/or system upgrades, regulatory certification and inspection as well as major maintenance items; |
| ● | operating hazards, including unexpected delays in the delivery, chartering or customer acceptance, and terms of acceptance, of our assets; |
| ● | the effect of adverse weather conditions and/or other risks associated with marine operations; |
| ● | the impact of foreign currency exchange controls, potential illiquidity of those currencies and exchange rate fluctuations; |
| ● | the effectiveness of our risk management activities and processes, including with respect to our cybersecurity initiatives and disclosures; |
| ● | the effects of competition; |
| ● | the availability of capital (including any financing) to fund our business strategy and/or operations; |
| ● | the effects of our indebtedness, our ability to comply with debt covenants and our ability to reduce capital commitments; |
| ● | the impact of our stock price on our financing activities such as repurchases of our common stock under share repurchase programs; |
| ● | the effectiveness of our sustainability initiatives and disclosures; |
| ● | the effectiveness of any future hedging activities; |
| ● | the potential impact of a negative event related to our human capital management, including a loss of one or more key employees; |
| ● | the impact of general, market, industry or business conditions; and |
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 16 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning on page 34 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.
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 Annual 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 Annual Report and our reports filed with the Securities and Exchange Commission (“SEC”) and incorporated by reference herein that attempt to advise interested parties of the risks and factors that may affect our business. Please see “Website and Other Available Information” for further details.
