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Fair Value Measurements

12 Months Ended

Dec. 31, 2023

Fair Value Disclosures [Abstract]

Fair Value Measurements

Note 19 — Fair Value Measurements

Our financial instruments include cash and cash equivalents, receivables, accounts payable and long-term debt. The carrying amount of cash and cash equivalents, trade and other current receivables as well as accounts payable approximates fair value due to the short-term nature of these instruments.

Contingent consideration liability related to the Alliance acquisition (Note 3) was previously measured at fair value using Level 3 unobservable inputs and determined based on our evaluation of the probability and amount of earn-out that may be achieved based on expected future performance of Helix Alliance. During the fourth quarter 2023, we finalized the calculation and agreed with the seller in the Alliance transaction on an $85.0 million earn-out expected to be paid in cash in April 2024. As such, the Alliance earn-out consideration has been reported at $85.0 million in the accompanying consolidated balance sheet (Note 4) and was no longer contingent and subject to fair value measurement as of December 31, 2023.

The following table sets forth our assets and liabilities that are measured at fair value on a recurring basis by level within the fair value hierarchy as of December 31, 2022 (in thousands):


		Fair Value at December 31, 2022
		Level 1			Level 2			Level 3			Total
Liabilities:
Contingent consideration		$	—		$	—		$	42,754		$	42,754

The reconciliation of Level 3 recurring fair value measurements is as follows (in thousands):


		2023
Balance at January 1,		$	42,754
Change in fair value			42,246
Transfers out of Level 3			(85,000)
Balance at December 31,		$	—

The principal amount and estimated fair value of our long-term debt are as follows (in thousands):


		December 31, 2023						December 31, 2022
		Principal			Fair			Principal			Fair
		Amount ⁽¹⁾			Value ⁽²⁾			Amount ⁽¹⁾			Value ⁽²⁾
2023 Notes (matured September 2023)		$	—		$	—		$	30,000		$	31,149
2026 Notes (mature February 2026)			40,199			64,117			200,000			277,014
MARAD Debt (matures February 2027)			32,580			32,348			40,913			40,940
2029 Notes (mature March 2029)			300,000			315,987			—			—
Total debt		$	372,779		$	412,452		$	270,913		$	349,103

(1)	Principal amount includes current maturities and excludes any related unamortized debt discount and debt issuance costs. See Note 7 for additional disclosures on our long-term debt.

(2)

The estimated fair value was determined using Level 2 fair value inputs under the market approach, which was determined using a third-party evaluation of the remaining average life and outstanding principal balance of the indebtedness as compared to other obligations in the marketplace with similar terms.

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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