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Item 2 — Management's Discussion and Analysis
Helix Energy Solutions Group, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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FORWARD-LOOKING STATEMENTS AND ASSUMPTIONS
This Quarterly Report on Form 10-Q (this “Quarterly Report”) 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 (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, capital spending, share repurchases, working capital, debt and liquidity, cash flows, future operating 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 proposed Transactions and the consummation thereof;
● statements regarding the acquisition, construction, completion, upgrades to or maintenance and/or regulatory certification of vessels, systems or equipment and any anticipated costs or downtime related thereto;
● statements regarding any financing transactions or arrangements, or our ability to enter into such transactions or arrangements;
● statements regarding our trade receivables and their collectability;
● statements regarding potential legislative, governmental, regulatory, administrative or other public body actions, requirements, permits or decisions;
● statements regarding our sustainability initiatives and the successes thereon or regarding our environmental efforts, including with respect to greenhouse gas emissions;
● statements regarding global, market or investor sentiment with respect to fossil fuels;
● statements regarding our existing activities in, and future expansion into, the offshore renewable energy market;
● statements regarding potential developments, industry trends, performance or industry ranking;
● statements regarding our human capital management, including our ability to retain our senior management and other key employees;
● statements regarding our share repurchase authorization or program;
● statements regarding the underlying assumptions related to any projection or forward-looking statement;
● statements regarding the sale of Helix Alliance, including ongoing involvement, purchase price adjustments and use of proceeds; and
● any other statements that relate to non-historical or future information.
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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 receipt of approval from our shareholders with respect to the Transactions, to the extent such approval is required;
● the time required to complete the Transactions, and the risk that the Transactions are not completed on the anticipated timeline or at all;
● the uncertainty as to whether the conditions precedent to closing the Transactions will be satisfied or whether the Transactions will be completed;
● the uncertainty as to whether meger-related litigation, including any appraisal or other shareholder actions, will occur and, if so, the results of any litigation, settlements and investigations;
● the ultimate timing, outcome and results of integrating the operations of Helix and Hornbeck, including difficulties and delays relating to such integration and/or delays in realizing anticipated synergies, cost savings and other expected benefits of the Transactions, if at all;
● the occurrence of any event, change or other circumstances that could give rise to termination of the Merger Agreement (which, in certain specified circumstances, may require the payment by Helix or Hornbeck of a termination fee and expense reimbursement);
● disruption to Helix’s or Hornbeck’s current plans and operations as a result of the announcement and pendency of the Transactions;
● the potential impact of geopolitical and domestic policy changes, including tariffs, that may negatively affect oil and gas production and/or pricing or adversely impact offshore renewable energy projects, costs of materials, regulations surrounding safe offshore well intervention, regulations of decommissioning offshore oil and gas wells, and global trade, economic growth and stability;
● the potential effects of regional tensions that have escalated or may escalate, including into conflicts or wars, and their impact on the global economy, the oil and gas market, our operations, international trade, or our ability to do business with certain parties or in certain regions, and any governmental sanctions resulting therefrom;
● the execution, timing and results of corporate initiatives such as alliances, partnerships, joint ventures, mergers, acquisitions, divestitures and restructurings, and any amounts payable in connection therewith, and the determination whether or not to pursue or effect such initiatives, or to do so on different terms or timelines than previously contemplated;
● the operating results of acquired properties and/or equipment;
● the impact of inflation and our ability to recoup rising costs in the rates we charge to our customers;
● the impact of our ability to secure and realize backlog, including any potential cancellation, deferral or modification of our work or contracts by our customers;
● 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;
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● 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;
● the factors generally described in Item 1A. Risk Factors in our 2025 Form 10-K; and
● the factors generally described under the heading titled “Risk Factors” in our proxy statement/prospectus filed pursuant to Rule 424(b) under the Securities Act (File No. 333-296508) on July 31, 2026, forming part of the Registration Statement on Form S-4, initially filed by us on June 4, 2026 and declared effective on July 31, 2026.
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 41 work-class ROVs, two of which have not been placed in service, 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 Production Facilities segment includes the HP I, the HFRS and our ownership of mature oil and gas properties. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026 and which included nine liftboats, six OSVs, three DSVs, one heavy lift derrick barge, one crew boat, 20 P&A systems and six CT systems. See Note 3 for additional information on discontinued operations.
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.
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Once end-of-life oil and gas wells have depleted their production, we P&A and decommission wells and infrastructure in our Well Intervention segment. We believe that our purpose-built well intervention vessels have a competitive advantage in performing these services more efficiently than rigs.
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 remained elevated during the second quarter but have since been volatile amidst ongoing conflict between the U.S. and Iran, and are expected to remain volatile and elevated 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, which have affected some customer spending, particularly in the Gulf of America.
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 assets in the spot market in our Well Intervention segment, specifically the Q4000 and the Q7000. The recent higher, albeit more volatile, 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 believe rising energy needs will also increase long-term growth in our renewables services as the international energy market continues to expand offshore renewable energy developments.
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Backlog
Our backlog is represented by signed contracts. As of June 30, 2026, our consolidated backlog totaled approximately $1.1 billion, of which $421 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 multi-year agreements with NKT and CNR in the North Sea collectively represented approximately 80% of our total backlog as of June 30, 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, transaction-related costs, 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.
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The reconciliation of our net income (loss) to Adjusted EBITDA is as follows (in thousands):
Three Months Ended Six Months Ended
June 30, June 30,
2026 2025 2026 2025
Net income (loss) $ 22,720 $ (2,598) $ 9,314 $ 474
Less: Income (loss) from discontinued operations (7,455) (2,464) 709 5,848
Income (loss) from continuing operations 15,265 (5,062) 10,023 6,322
Adjustments:
Income tax provision (benefit) 7,142 (3,724) 6,209 1,335
Net interest expense 4,372 6,176 9,781 12,213
Depreciation and amortization 39,466 39,488 77,875 76,292
Other (income) expense, net 154 (437) (144) (80)
Transaction-related costs 8,340 — 8,340 —
General provision for (release of) current expected credit losses (66) 198 (41) 113
Adjusted EBITDA from continuing operations 74,673 36,639 112,043 96,195
Adjusted EBITDA from discontinued operations (4,823) 5,791 (9,931) (1,780)
Adjusted EBITDA $ 69,850 $ 42,430 $ 102,112 $ 94,415
The reconciliation of our cash flows from operating activities to Free Cash Flow is as follows (in thousands):
Six Months Ended
June 30,
2026 2025
Cash flows from continuing operating activities $ 101,502 $ (1,073)
Less: Net capital expenditures from continuing operations (9,988) (8,580)
Free Cash Flow from continuing operations 91,514 (9,653)
Free Cash Flow from discontinued operations 14,181 4
Free Cash Flow $ 105,695 $ (9,649)
The reconciliation of our long-term debt to Net Debt is as follows (in thousands):
June 30, December 31,
2026 2025
Long-term debt including current maturities $ 304,305 $ 307,995
Less: Cash and cash equivalents (1) (652,234) (445,196)
Net Debt $ (347,929) $ (137,201)
(1) Includes cash and cash equivalents of continuing and discontinued operations.
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Comparison of Three Months Ended June 30, 2026 and 2025
We have three reportable business segments in our continuing operations: Well Intervention, Robotics and Production Facilities. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026. The financial results of Helix Alliance are reflected as discontinued operations for all periods presented (Note 3). 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 of our continuing operations for the periods presented (dollars in thousands):
Three Months Ended Increase/
June 30, (Decrease)
2026 2025 Amount Percent
Net revenues —
Well Intervention $ 208,092 $ 156,786 $ 51,306 33 %
Robotics 76,436 85,572 (9,136) (11) %
Production Facilities 29,723 17,081 12,642 74 %
Intercompany eliminations (10,235) (7,757) (2,478)
$ 304,016 $ 251,682 $ 52,334 21 %
Gross profit (loss) —
Well Intervention $ 23,635 $ (12,306) $ 35,941 292 %
Robotics 17,012 21,654 (4,642) (21) %
Production Facilities 16,141 4,754 11,387 240 %
Corporate, eliminations and other (590) (648) 58
$ 56,198 $ 13,454 $ 42,744 318 %
Gross margin —
Well Intervention 11 % (8) %
Robotics 22 % 25 %
Production Facilities 54 % 28 %
Total from continuing operations 18 % 5 %
Number of vessels or Robotics assets (1) / Utilization (2)
Well Intervention vessels 7 / 91 % 7 / 72 %
Robotics assets (3) 48 / 67 % 48 / 62 %
Chartered Robotics vessels 6 / 69 % 7 / 95 %
(1) Represents the number of vessels or Robotics assets 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 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 or Robotics assets 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.
Intercompany segment amounts are derived primarily from equipment and services provided to other business segments. Intercompany segment revenues are as follows (in thousands):
Three Months Ended
June 30, Increase/
2026 2025 (Decrease)
Well Intervention $ 3 $ — $ 3
Robotics 10,232 7,757 2,475
$ 10,235 $ 7,757 $ 2,478
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The following table sets forth significant financial statement items below the gross profit (loss) line (in thousands):
Three Months Ended
June 30,
2026 2025
Transaction-related costs $ 8,340 $ —
Selling, general and administrative expenses 21,143 16,496
Net interest expense 4,372 6,176
Income tax provision (benefit) 7,142 (3,724)
Income from discontinued operations, net of tax 7,455 2,464
Net Revenues. Our consolidated net revenues for the three-month period ended June 30, 2026 increased by 21% as compared to the same period in 2025, primarily reflecting higher revenues in our Well Intervention and Production Facilities business segments, offset in part by lower revenues in our Robotics segment.
Our Well Intervention revenues increased by 33% for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on the Q5000, which underwent a 57-day planned regulatory docking during the second quarter 2025, and on the Seawell, which was idle throughout 2025. Revenues also increased on the Q4000, which spent 45 days demobilizing in the second quarter 2025 during which period no revenues were recognized. Revenue increases in 2026 were offset in part by lower revenues on the Q7000, which spent May through June 2026 transiting and mobilizing to West Africa, during which time all revenues and mobilization costs were deferred, and on the Sea Helix 1, which commenced its five-year regulatory docking mid-June 2026.
Our Robotics revenues decreased by 11% for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting lower vessel activities, which were impacted by the Grand Canyon II transition to the North Sea during the quarter, offset in part by increased ROV and trenching activities during the second quarter 2026. The second quarter 2026 included 374 chartered vessel days, which included 137 days of site clearance operations using IROV boulder grabs, as compared to 537 chartered vessel days, which included 190 days of site clearance operations using IROV boulder grabs during the second quarter 2025. Overall ROV and trencher utilization increased to 67% during the second quarter 2026 as compared to 62% during the second quarter 2025. Integrated vessel trenching increased to 171 days during the second quarter 2026 as compared to 157 days during the second quarter 2025.
Our Production Facilities revenues increased by 74% for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher oil and gas production and prices following the recommencement of operations on the Thunder Hawk field early April 2026, which had been shut in during 2025.
Gross Profit (Loss). Our consolidated gross profit increased by $42.7 million for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting increased profitability from our Well Intervention and Production Facilities business segments, offset in part by reduced profitability from our Robotics segment.
Our Well Intervention segment had a gross profit of $23.6 million for the three-month period ended June 30, 2026 as compared to a gross loss of $12.3 million for the same period in 2025, primarily reflecting higher revenues and incremental margins during the second quarter 2026.
Our Robotics gross profit decreased by $4.6 million for the three-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting lower revenues during the second quarter 2026.
Our Production Facilities gross profit increased by $11.4 million for the three-month period ended June 30, 2026 as compared to the same period in 2025 primarily due to higher revenues during the second quarter 2026.
Transaction-related Costs. Transaction-related costs of $8.3 million for the three-month period ended June 30, 2026 reflect the ongoing efforts related to the merger with Hornbeck (Note 2).
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Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $21.1 million for the three-month period ended June 30, 2026 as compared to $16.5 million for the same period in 2025, primarily reflecting higher employee compensation costs during the second quarter 2026.
Net Interest Expenses. Our net interest expense totaled $4.4 million for the three-month period ended June 30, 2026 as compared to $6.2 million for the same period in 2025, primarily reflecting higher interest income due to the higher level of invested cash (Note 6).
Income Tax Provision (Benefit). Income tax provision was $7.1 million for the three-month period ended June 30, 2026 as compared to income tax benefit of $3.7 million for the same period in 2025. The effective tax rate for the second quarter 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective rate for the second quarter 2025 was impacted by certain non-U.S. discrete items and the jurisdictional mix of earnings.
Income from Discontinued Operations, Net of Tax. Net income from discontinued operations was $7.5 million for the three-month period ended June 30, 2026 as compared to $2.5 million for the same period in 2025, primarily reflecting a $16.1 million pre-tax gain, net of tax expense of $3.4 million, from the sale of Helix Alliance on May 1, 2026.
Comparison of Six Months Ended June 30, 2026 and 2025
We have three reportable business segments in our continuing operations: Well Intervention, Robotics and Production Facilities. We previously reported the Shallow Water Abandonment segment, which was comprised entirely of Helix Alliance, prior to the sale of Helix Alliance on May 1, 2026. The financial results of Helix Alliance are reflected as discontinued operations for all periods presented (Note 3). 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 of our continuing operations for the periods presented (dollars in thousands):
Six Months Ended Increase/
June 30, (Decrease)
2026 2025 Amount Percent
Net revenues —
Well Intervention $ 417,535 $ 355,160 $ 62,375 18 %
Robotics 138,809 136,614 2,195 2 %
Production Facilities 48,459 36,918 11,541 31 %
Intercompany eliminations (34,077) (15,712) (18,365)
$ 570,726 $ 512,980 $ 57,746 11 %
Gross profit (loss) —
Well Intervention $ 38,838 $ 12,016 $ 26,822 223 %
Robotics 27,605 29,670 (2,065) (7) %
Production Facilities 8,690 12,214 (3,524) (29) %
Corporate, eliminations and other (1,256) (1,326) 70
$ 73,877 $ 52,574 $ 21,303 41 %
Gross margin —
Well Intervention 9 % 3 %
Robotics 20 % 22 %
Production Facilities 18 % 33 %
Total from continuing operations 13 % 10 %
Number of vessels or Robotics assets (1) / Utilization (2)
Well Intervention vessels 7 / 87 % 7 / 69 %
Robotics assets (3) 48 / 62 % 48 / 57 %
Chartered Robotics vessels 6 / 74 % 7 / 84 %
(1) Represents the number of vessels or Robotics assets 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 and vessels or assets disposed of and/or taken out of service.
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(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels or Robotics assets 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.
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/
2026 2025 (Decrease)
Well Intervention $ 13,487 $ — $ 13,487
Robotics 20,590 15,712 4,878
$ 34,077 $ 15,712 $ 18,365
The following table sets forth significant financial statement items below the gross profit (loss) line (in thousands):
Six Months Ended
June 30,
2026 2025
Transaction-related costs $ 8,340 $ —
Selling, general and administrative expenses 41,574 34,195
Net interest expense 9,781 12,213
Income tax provision 6,209 1,335
Loss from discontinued operations, net of tax 709 5,848
Net Revenues. Our consolidated net revenues for the six-month period ended June 30, 2026 increased by 11% as compared to the same period in 2025, primarily reflecting higher revenues in all business segments, offset in part by higher intercompany eliminations.
Our Well Intervention revenues increased by 18% for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher utilization on the Q5000, the Seawell and the Q7000, offset in part by lower revenues on the Q4000 and lower utilization on the Sea Helix 1. Revenues increased on the Q5000, which underwent a 57-day planned regulatory docking during the second quarter 2025, and on the Seawell, which was idle throughout 2025. During the six-month period ended June 30, 2026, the Q7000 spent fewer days on transit, mobilization and docking, during which time all revenues and mobilization costs were deferred. The Q4000 generated lower project-related rates during the six-month period ended June 30, 2026 as compared to those rates during its operations in Nigeria during the six-month period ended June 30, 2025. Utilization decreased on the Sea Helix 1 as the vessel commenced its five-year regulatory docking mid-June 2026.
Our Robotics revenues increased by 2% for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher overall ROV and trencher activities, offset in part by lower vessel activities. Overall ROV and trencher utilization increased to 62% during the six-month period ended June 30, 2026 as compared to 57% during the six-month period ended June 30, 2025. The six-month period ended June 30, 2026 included 755 chartered vessel days, which included 247 days of site clearance operations using IROV boulder grabs, as compared to 781 chartered vessel days, which included 211 days of site clearance operations using IROV boulder grabs during the six-month period ended June 30, 2025. Integrated vessel trenching increased slightly to 293 days during the six-month period ended June 30, 2026 as compared to 292 days during the six-month period ended June 30, 2025.
Our Production Facilities revenues increased by 31% for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher oil and gas production and prices following the recommencement of operations on the Thunder Hawk field early April 2026.
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Gross Profit (Loss). Our consolidated gross profit increased by $21.3 million for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting increased profitability from our Well Intervention business segment, offset in part by reduced profitability from our Robotics and Production Facilities segments.
Our Well Intervention gross profit increased by $26.8 million for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting higher revenues and incremental margins during the six-month period ended June 30, 2026.
Our Robotics gross profit decreased by $2.1 million for the six-month period ended June 30, 2026 as compared to the same period in 2025, primarily reflecting lower vessel activities and the mix of contracting during the six-month period ended June 30, 2026.
Our Production Facilities gross profit decreased by $3.5 million for the six-month period ended June 30, 2026 as compared to the same period in 2025 primarily due to workover costs, offset in part by higher revenues from the Thunder Hawk field during the six-month period ended June 30, 2026.
Transaction-related Costs. Transaction-related costs of $8.3 million for the six-month period ended June 30, 2026 reflect the ongoing efforts related to the merger with Hornbeck (Note 2).
Selling, General and Administrative Expenses. Our selling, general and administrative expenses were $41.6 million for the six-month period ended June 30, 2026 as compared to $34.2 million for the same period in 2025, primarily reflecting higher employee compensation costs during the six-month period ended June 30, 2026.
Net Interest Expenses. Our net interest expense totaled $9.8 million for the six-month period ended June 30, 2026 as compared to $12.2 million for the same period in 2025, primarily reflecting higher interest income due to the higher level of invested cash (Note 6).
Income Tax Provision. Income tax provision was $6.2 million for the six-month period ended June 30, 2026 as compared to $1.3 million for the same period in 2025. The effective tax rate for the six-month period ended June 30, 2026 was affected by the jurisdictional mix of earnings and utilization of foreign tax credits. The effective 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.
Loss from Discontinued Operations, Net of Tax. Net loss from discontinued operations was $0.7 million for the six-month period ended June 30, 2026 as compared to $5.8 million for the same period in 2025, primarily reflecting Helix Alliance’s operating losses, offset by a $16.1 million pre-tax gain, net of tax expense of $3.4 million, from its sale on May 1, 2026.
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,
2026 2025
Net working capital $ 668,349 $ 525,314
Long-term debt (excluding current maturities) 294,789 298,351
Liquidity 716,539 553,550
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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. Net working capital at December 31, 2025 included current assets and current liabilities of discontinued operations.
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 $9.5 million at June 30, 2026 and $9.6 million at December 31, 2025. See Note 6 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, 2026 of $716.5 million included $652.2 million of cash and cash equivalents and $66.9 million of available borrowing capacity under the Amended ABL Facility (Note 6) 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. Cash and cash equivalents at December 31, 2025 included $26.9 million from discontinued operations.
We have considered Helix Alliance as discontinued operations in evaluating our liquidity and capital resources, including our ability to fund continuing operations, expected capital spending, debt service and other obligations over the next 12 months. We believe that our cash on hand, internally generated cash flows from continuing operations and availability under the Amended ABL Facility will be sufficient to fund our operations and expected capital spending, and service our debt and other obligations, 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, which include cash flows from discontinued operations for all periods presented (in thousands):
Six Months Ended
June 30,
2026 2025
Cash provided by (used in):
Operating activities $ 115,683 $ (691)
Investing activities 94,220 (8,958)
Financing activities (4,024) (40,780)
The cash flows of Helix Alliance are included in our consolidated operating, investing and financing cash flows for all periods presented, and the following discussion identifies the impacts of discontinued operations, where material.
Operating Activities
Cash flows provided by operating activities for the six-month period ended June 30, 2026 increased as compared to the same period in 2025 primarily reflecting higher earnings, higher working capital inflows driven by collections of accounts receivable and lower regulatory certification costs for our vessels and systems in our continuing operations during the six-month period ended June 30, 2026. Regulatory certification costs, which are considered part of our capital spending program but are classified as operating cash flows, were $8.4 million and $30.6 million, respectively, for continuing operations during the comparable year over year periods.
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Investing Activities
Cash flows provided by investing activities for the six-month period ended June 30, 2026 were primarily attributable to $104.2 million of proceeds from the sale of Helix Alliance (Note 3). Cash flows used in investing activities for the six-month period ended June 30, 2025 were attributable to capital expenditures.
Financing Activities
Net cash outflows from financing activities for the six-month period ended June 30, 2026 primarily reflected principal repayment of $4.8 million related to the MARAD Debt. Net cash outflows from financing activities for the six-month period ended June 30, 2025 primarily reflected 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 June 30, 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 June 30, 2026.
Total Short-Term Long-Term
MARAD debt $ 9,882 $ 9,882 $ —
2029 Notes 300,000 — 300,000
Interest related to debt 80,172 30,041 50,131
Property and equipment 48,112 48,112 —
Operating leases (1) 705,710 162,091 543,619
Total cash obligations $ 1,143,876 $ 250,126 $ 893,750
(1) Operating leases include vessel charters and facility and equipment leases, including commitments related to leases executed but not yet commenced. At June 30, 2026, our commitment related to long-term vessel charters that have commenced totaled approximately $675.1 million, of which $339.9 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, 2026.
Other material cash requirements
Other material cash requirements include the following:
Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 13). 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 June 30, 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.
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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 $5.0 million to $15.0 million per vessel and $0.5 million to $5.0 million per system.
Transaction-related costs. In connection with the pending merger agreement with Hornbeck, we expect to incur additional transaction-related costs consisting primarily of banking, legal, integration, accounting, and filing fees, as well as change-in-control compensation obligations and potential breakage fees. Some of these transaction-related costs would be payable by us only upon successful consummation of the Transactions, while others are payable by us irrespectively. We anticipate that any of these costs that we are responsible for would be funded with existing cash on hand, and we expect our existing liquidity to be sufficient to meet these potential cash requirements.
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 the Merger Agreement with Hornbeck, Parent Sub, and 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 Corporation, and (ii) immediately following the First Company Merger, the Surviving Corporation will merge with and into LLC Sub, with LLC Sub continuing as the Combined Company.
Upon consummation of the Transactions, we expect that, on a fully diluted basis and after accounting for Hornbeck options and Hornbeck warrants issued pursuant to Hornbeck’s Jones Act Warrant Agreement that will be assumed by the Combined Company in connection with the Mergers, securityholders of Helix and Hornbeck immediately prior to the Mergers will own, on an as-converted basis, approximately 45% and 55%, respectively, of the Combined Company. Following the Transactions, we expect that our name will be changed to “Hornbeck Offshore Services, Inc.,” and that our common stock will remain listed on the NYSE and will trade under the new ticker symbol, “HOS.” Subject to the approval of our shareholders at the Special Meeting scheduled for August 31, 2026 and the satisfaction of other customary closing conditions, the Transactions are expected to be consummated on September 1, 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.
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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 (“HSR 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.
Helix and Hornbeck each filed an HSR Act notification with the U.S. Federal Trade Commission (the “FTC”) and the U.S. Department of Justice on May 20, 2026. The parties requested early termination of the applicable waiting period under the HSR Act upon filing, and the FTC granted such request effective as of June 11, 2026. Helix and Hornbeck derive revenues in other jurisdictions where antitrust/foreign investment clearances are or may be required, including Brazil, Poland and the U.K. Filings were submitted with the Brazilian Administrative Council for Economic Defense on May 20, 2026, with the Polish Office of Competition and Consumer Protection on May 20, 2026 and with the U.K.’s Investment Security Unit on May 20, 2026, in order to obtain necessary approvals from such authorities. On May 28, 2026, the Polish Office of Competition and Consumer Protection indicated that it has closed its review of the transaction and did not intend to review. On June 11, 2026, the Brazilian Administrative Council for Economic Defense unconditionally approved the transaction, subject to a 15-day waiting period during which the mergers cannot close, which waiting period expired on June 26, 2026. On July 9, 2026, the U.K.’s Investment Security Unit indicated that it had closed its review and determined that no further action would be taken with respect to the Transactions. The Registration Statement on Form S-4, initially filed by us on June 4, 2026, was declared effective on July 31, 2026.
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.
Suspension of Repurchases of Common Stock under the 2023 Repurchase Program
Effective April 22, 2026, our Board determined to suspend all repurchases of shares of our common stock under the 2023 Repurchase Program in connection with the pending merger with Hornbeck. As of June 30, 2026, approximately $128.4 million remained authorized for the repurchase of shares under the 2023 Repurchase Program.