Discontinued Operations

6 Months Ended

Jun. 30, 2026

Discontinued Operations

Discontinued Operations

Note 3 — Discontinued Operations

On May 1, 2026, we entered into an equity purchase agreement with C-Dive, L.L.C., a Louisiana limited liability company (“C-Dive”), and completed the sale of all equity interests of Helix Alliance for cash consideration of $107.5 million, subject to customary post-closing and working capital adjustments. As of June 30, 2026, the estimated sale price was $104.2 million, which included a nominal estimated working capital adjustment and was net of $3.3 million of cash retained by Helix Alliance at closing. These customary and transaction-specific price adjustments are subject to further changes through the date of the final closing adjustments.

Helix Alliance represented our Gulf of America-focused Shallow Water Abandonment business that predominantly provided decommissioning services with a diversified fleet of marine assets, including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat, plug and abandonment (“P&A”) systems and coiled tubing (“CT”) systems. Following the sale of Helix Alliance, we no longer have a prominent presence in the decommissioning market in the Gulf of America shelf, which reflects a strategic shift back to focusing on our deepwater operations. Because Helix Alliance was a major component of our business operations and its financial results constituted the entirety of the Shallow Water Abandonment business segment, we have classified Helix Alliance as discontinued operations.

During the three-month period ended June 30, 2026, we recorded a $16.1 million pre-tax gain on the sale of Helix Alliance, which was calculated as the cash consideration received less the carrying value of the discontinued operation at closing and is included in “Income (loss) from discontinued operations, net of tax” in the accompanying condensed consolidated statements of operations.

In connection with the sale of Helix Alliance on May 1, 2026, we entered into an arrangement with C-Dive to retain the contractual rights and obligations to complete certain lump-sum full-field decommissioning work. Under the arrangement, we will utilize equipment of Helix Alliance, and Helix Alliance will invoice the customer on our behalf and remit those collections to us. This ongoing involvement with the discontinued operation will continue until the completion of the decommissioning work under the arrangement, which is expected within the next 12 months.

Financial Information of Discontinued Operations

The following table presents the components of assets and liabilities classified as discontinued operations (in thousands):


		December 31,
		2025 ⁽¹⁾
Cash and cash equivalents		$	26,907
Accounts receivable, net			63,335
Other current assets			10,536
Current assets of discontinued operations		$	100,778

Property and equipment, net		$	73,013
Operating lease right-of-use assets			938
Deferred certification and dry dock costs, net			4,392
Other assets, net			976
Non-current assets of discontinued operations		$	79,319

Accounts payable		$	22,700
Accrued liabilities			3,986
Current operating lease liabilities			588
Current liabilities of discontinued operations		$	27,274

Operating lease liabilities			351
Non-current liabilities of discontinued operations		$	351

(1)

The carrying value of Helix Alliance at closing was significantly lower than its carrying value at December 31, 2025 as a portion of its accounts receivable had been collected and approximately $42.0 million of cash was remitted from Helix Alliance to Helix during the four-month period ended April 30, 2026.

The following table presents the components of “Income (loss) from discontinued operations, net of tax” (in thousands):


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026 ⁽¹⁾			2025			2026			2025
Net revenues		$	8,036		$	50,606		$	29,272		$	67,372
Cost of sales			13,745			49,112			43,832			77,460
Gross profit (loss)			(5,709)			1,494			(14,560)			(10,088)
Transaction-related costs			(1,456)			—			(1,456)			—
Selling, general and administrative expenses			(907)			(1,604)			(2,619)			(3,271)
Loss from operations			(8,072)			(110)			(18,635)			(13,359)
Net interest income			40			301			220			632
Gain on sale of discontinued operations			16,114			—			16,114			—
Income (loss) from discontinued operations before income taxes			8,082			191			(2,301)			(12,727)
Income tax provision (benefit)			627			(2,273)			(1,592)			(6,879)
Income (loss) from discontinued operations, net of tax		$	7,455		$	2,464		$	(709)		$	(5,848)

(1)	Amounts for the three-month period ended June 30, 2026 included one month of Helix Alliance’s operating results, the gain on sale of Helix Alliance as well as immaterial amounts of revenues and costs related to the ongoing arrangement mentioned above.

The following table presents certain cash flow items related to discontinued operations (in thousands):


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2026			2025			2026			2025
Capital expenditures		$	—		$	164		$	—		$	378
Deferred certification and dry dock costs			2,021			1,941			7,093			3,360
Depreciation and amortization			1,793			5,901			7,248			11,579