Filed by Bowne Pure Compliance
 
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 24, 2009

Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)

         
Minnesota   001-32936   95-3409686
(State or other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)
     
400 North Sam Houston Parkway East, Suite 400
Houston, Texas
  77060
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: 281-618-0400

 
 
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

 

1


 

Item 2.02 Results of Operations and Financial Condition.
On February 24, 2009, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its fourth quarter and year-end results of operation for the period ended December 31, 2008. Attached hereto as Exhibit 99.1, and incorporated by reference herein, is the press release.
This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.
Item 7.01 Regulation FD Disclosure.
On February 24, 2009, Helix issued a press release announcing its fourth quarter and year-end results of operation for the period ended December 31, 2008. In addition, on February 25, 2009, Helix is making a presentation (with slides) to analysts and investors regarding its financial and operating results. Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the press release and the slides for the Fourth Quarter Earnings Conference Call Presentation issued by Helix. The presentation materials will also be posted beginning on February 24, 2009 in the Presentations section under Investor Relations of Helix’s website, www.helixesg.com.
This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

 

 


 

Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
     
Number   Description
99.1
  Press Release of Helix Energy Solutions Group, Inc. dated February 24, 2009 reporting financial results for the fourth quarter of 2008 and for the year ending December 31, 2008.
 
   
99.2
  Fourth Quarter Earnings Conference Call Presentation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: February 24, 2009
         
  HELIX ENERGY SOLUTIONS GROUP, INC.
 
 
  By:   /s/ Anthony Tripodo    
    Anthony Tripodo   
    Executive Vice President and Chief Financial Officer   

 

 


 

         
Index to Exhibits
     
Exhibit No.   Description
99.1
  Press Release of Helix Energy Solutions Group, Inc. dated February 24, 2009 reporting financial results for the fourth quarter of 2008 and for the year ending December 31, 2008.
 
   
99.2
  Fourth Quarter Earnings Conference Call Presentation.

 

 

Filed by Bowne Pure Compliance
Exhibit 99.1
     
(HELIX LOGO)
 
PRESSRELEASE
  www.HelixESG.com
Helix Energy Solutions Group, Inc. 400 N. Sam Houston Parkway E., Suite 400 Houston, TX 77060-3500 281-618-0400 fax: 281-618-0505
         
For Immediate Release
                 09-005
 
  Contact:   Tony Tripodo
Date: February 24, 2009
  Title:   Chief Financial Officer
Helix Reports Fourth Quarter and Year End 2008 Results
HOUSTON, TX — Helix Energy Solutions Group, Inc (NYSE: HLX) reported a net loss of $859.9 million or $(9.47) per diluted share, for the fourth quarter of 2008 compared with net income of $120.4 million, or $1.25 per diluted share, for the same period in 2007, and net income of $60.6 million, or $0.65 per diluted share, in the third quarter of 2008. The net loss for the year ended December 31, 2008 was $634.0 million, or $(6.99) per diluted share, compared to net income of $316.8 million, or $3.34 per diluted share, for the year ended December 31, 2007.
Owen Kratz, President and Chief Executive Officer of Helix, stated, “Our fourth quarter results reported large non-cash impairments and other charges totaling $935 million (pre-tax) plus weak results in our oil and gas business due to shut-in production from Hurricane Ike. However, our core Contracting Services business continues to produce strong results and we have now brought our oil and gas production close to pre-Ike levels. Thus, our fundamental business operations remain profitable and we should generate positive cash flow in 2009.”
Fourth quarter 2008 results included the following items:
   
Non-cash charges of $907.6 million ($840.2 million net of tax, or $9.25 per diluted share), including $715.0 million, or $7.87 per diluted share, associated with a reduction in the carrying value of goodwill and $192.6 million ($125.2 million net of tax, or $1.38 per diluted share), related to reductions in the carrying values of certain oil and gas properties. The majority of the goodwill reduction related to the oil and gas business associated with the acquisition of Remington Oil and Gas Corporation in 2006. The oil and gas property impairments reflected a deterioration of the affected properties’ field economics primarily resulting from a decrease in both oil and natural gas prices during the fourth quarter.
 
   
Other non-cash exploration charges of $26.6 million ($17.3 million net of tax, or $0.19 per diluted share) primarily related to two suspended exploratory wells drilled in prior years that are no longer considered economical to develop.
 
   
A $6.7 million loss ($4.4 million net of tax, or $0.05 per diluted share) associated with the sale of our interest in the Bass Lite field located in Atwater Valley Block 426 in December 2008. Gross proceeds from the sale totaled approximately $49 million.
Fourth quarter 2007 results included the following items:
   
Non-cash gain of $151.7 million ($98.6 million net of tax, or $1.02 per diluted share) resulting from an adjustment in our investment in Cal Dive following the Horizon acquisition.
 
   
Non-cash oil and gas impairments/exploration expenses totaling $84.2 million ($54.8 million net of tax, or $0.57 per diluted share).
Revenues for our Contracting Services business were $300 million, reflecting high vessel and equipment utilization during the fourth quarter of 2008. Oil and gas revenues of $46 million for the fourth quarter were $89 million lower than the third quarter primarily because of reduced production, which totaled 6.4 billion cubic feet of natural gas equivalent (Bcfe) in fourth quarter 2008 compared with 10.5 Bcfe in the third quarter. The decrease in production is primarily due to a number of our oil and gas fields being shut-in following Hurricanes Gustav and Ike.

 

 


 

Summary of Results
(in thousands, except per share amounts and percentages, unaudited)
                                         
    Three Months Ended     Years Ended  
    December 31,     September 30,     December 31,  
    2008     2007     2008     2008     2007  
Revenues
  $ 540,902     $ 500,243     $ 616,216     $ 2,148,349     $ 1,767,445  
 
                                       
Gross Profit :
                                       
Operating
  $ 86,242     $ 154,307     $ 209,344     $ 629,269     $ 604,553  
 
    16 %     31 %     34 %     29 %     34 %
Oil and Gas Impairments
    (192,620 )     (64,072 )     (6,027 )     (215,675 )     (64,072 )
 
                                       
Exploration Expense
    (27,072 )     (20,177 )     (2,492 )     (32,926 )     (26,725 )
 
                             
Total
  $ (133,450 )   $ 70,058     $ 200,825     $ 380,668     $ 513,756  
 
                             
 
                                       
Goodwill and Other Intangible Impairments
  $ (714,988 )                   $ (714,988 )        
 
                                       
Net Income (Loss) Applicable to Common Shareholders
  $ (859,864 )   $ 120,412     $ 60,587     $ (634,040 )   $ 316,762  
 
                                       
Diluted Earnings (Loss) Per share
  $ (9.47 )   $ 1.25     $ 0.65     $ (6.99 )   $ 3.34  
 
                                       
Adjusted EBITDAX*
  $ 99,206     $ 228,351     $ 201,584     $ 780,735     $ 804,332  
     
*  
Non-GAAP measure. See reconciliation attached hereto.

 

 


 

Segment Information, Operational and Financial Highlights
(in thousands, unaudited)
                         
    Three Months Ended  
    December 31,     September 30,  
    2008     2007     2008  
Revenues:
                       
Contracting Services
  $ 299,724     $ 224,066     $ 284,671  
Shelf Contracting
    261,656       162,203       278,709  
Oil and Gas
    46,022       169,693       134,619  
Intercompany Eliminations
    (66,500 )     (55,719 )     (81,783 )
 
                 
Total
  $ 540,902     $ 500,243     $ 616,216  
 
                 
 
                       
Income loss from Operations:
                       
Contracting Services
  $ 28,108     $ 31,337     $ 56,845  
Shelf Contracting
    69,946       41,692       72,719  
Production Facilities
    (285 )     (333 )     (140 )
Oil and Gas
    (55,878 )     68,257       42,717  
Oil and Gas Impairments
    (192,620 )     (64,072 )     (6,027 )
Exploration Expense
    (27,072 )     (20,177 )     (2,492 )
Goodwill and Other Intangible Impairments
    (714,988 )            
 
                       
Intercompany Eliminations
    (4,374 )     (7,909 )     (13,520 )
 
                 
 
                       
Total
  $ (897,163 )   $ 48,795     $ 150,102  
 
                 
Equity in Earnings of Equity Investments
  $ 6,007     $ 10,453     $ 8,886  
 
                 
Contracting Services
   
Deepwater construction revenues in the fourth quarter of 2008 benefited from exceptionally high utilization of pipelay assets (86%) and higher day rates. In addition, our robotics business also experienced high asset utilization (80%). Our deepwater construction assets have good backlog for the first half of 2009. Our robotics division benefitted from the increased scope of work resulting from the effects of Hurricanes Gustav and Ike.
 
   
Our well operations business experienced decreased revenues in the fourth quarter as compared to the third quarter of 2008 reflecting the commencement of certain project work in the Gulf of Mexico that has slightly lower contract prices and margins than our typical contracts performed in 2008 as well as slightly lower utilization rates (93% vs. 100%).
 
   
Gross profit margins for Contracting Services decreased primarily because of lower margins associated with certain longer-term and large scale projects.
 
   
Our services’ segments have estimated backlog of nearly $900 million (including $350 million for Cal Dive), of which we expect to recognize around $660 million in 2009.

 

 


 

Shelf Contracting (Cal Dive)
   
Cal Dive revenues, gross profit and net income decreased in the fourth quarter of 2008 compared with third quarter of 2008 reflecting normal seasonal decline in activity offset in part by additional services associated with hurricane inspection, repair and maintenance activities in the Gulf of Mexico following Hurricanes Gustav and Ike. The results for the fourth quarter 2008 were significantly higher than the results achieved during the fourth quarter of 2007 primarily reflecting the contributions from the Horizon assets which were acquired in December, 2007, as well as additional service activity following Hurricanes Gustav and Ike.
Oil and Gas
   
Oil and Gas revenues for the fourth quarter of 2008 were lower than the third quarter of 2008 primarily reflecting significantly lower production following Hurricanes Gustav and Ike as well as declines in both oil and natural gas prices. Production in fourth quarter of 2008 was 6.4 Bcfe compared with 10.5 Bcfe in third quarter 2008. The average prices realized for our gas sales volumes, including the effect of hedge contracts, totaled $6.32 per thousand cubic feet of gas (Mcf) in the fourth quarter of 2008 and $10.22 per Mcf in the third quarter of 2008. For our oil sales volumes we realized $49.08 per barrel in the fourth quarter of 2008 and $107.14 per barrel in the third quarter of 2008, including the effects of hedge contracts. As a result of Hurricanes Gustav and Ike, certain oil and gas contracts no longer qualified for hedge accounting treatment and an $11.5 million gain from the settlements of these contracts was recorded in other income in our consolidated statements of operations. In addition, our other income includes unrealized gains of $7.4 million associated with contracts that will settle in first quarter 2009.
 
   
The Company’s current production has been restored to levels approximating those achieved pre-Hurricane Ike. As of February 24, 2009 our oil and gas production totaled approximately 132 million cubic feet of natural gas equivalent per day (MMcfe/d), which is more than 90% of pre-Hurricane Ike production rates, adjusting for the sale of our interest in the Bass Lite field
 
   
The Company has previously announced a discovery at Garden Banks Block 426 (Bushwood) field in the deepwater of Gulf of Mexico. The well logged 273 feet of net hydrocarbons in deeper exploratory zones and the proved reserves associated with this discovery are included in the Company’s year-end 2008 estimates of proved reserves.
 
   
Year-end 2008 proved reserves of oil and gas totaled 665 Bcfe as compared with 677 Bcfe at December 31, 2007. Reserve additions of 176 Bcfe from discoveries and field extensions resulting from 2008 drilling activities offset the approximate 140 Bcfe reduction of estimated proved reserves resulting from price declines, property sales and hurricane damage. In 2008, our reserve additions replaced 371% of our 2008 production (47.5 Bcfe). The average prices used in our proved reserve estimates were $42.76 per barrel of oil and $5.74 per Mcf of natural gas in 2008 as compared to $103.34 per barrel and $7.84 per Mcf in 2007. The present value of our total estimated proved reserves using the SEC mandated PV-10 standardized measure was approximately $1.9 billion at December 31, 2008 compared with $2.8 billion at December 31, 2007.
Other Expenses
   
Selling, general and administrative expenses for the fourth quarter of 2008 were 7.8% of revenue, compared to 8.2% in the third quarter of 2008, and 9.0% in the fourth quarter of 2007. The improvement over the third quarter was a result of reduced spending measures initiated in light of the weaker economic environment.
 
   
Net interest expense and other decreased to $13.2 million in the fourth quarter of 2008 from $23.5 million in the third quarter of 2008 due primarily to net hedging gains of $15.3 million and $4.6 million of lower foreign exchange losses during the fourth quarter of 2008. Net interest expense increased to $22.3 million in the fourth quarter compared with $19.8 million in third quarter 2008 due primarily to higher levels of gross debt.

 

 


 

Financial Condition and Liquidity
   
Consolidated net debt at December 31, 2008 decreased to $1.84 billion from $1.87 billion as of September 30, 2008. Total debt associated with our Cal Dive consolidated subsidiary totaled $315 million, which is non-recourse to Helix. Net debt to book capitalization as of December 31, 2008 was 60%. (Net debt to book capitalization is a non-GAAP measure. See reconciliation attached hereto.)
 
   
Capital expenditures for 2008 (including $83 million related to Cal Dive) totaled $855 million.
 
   
The Company has taken the following actions to improve its financial condition and liquidity:
   
Hedged a substantial level (approximately 73%) of estimated 2009 oil and gas production in order to stabilize the Company’s expected 2009 cash flow from its oil and gas operations.
 
   
The Company’s planned 2009 capital budget has been reduced considerably from 2008 levels and is estimated to be $350 million to $400 million (of which $78 million relates to Cal Dive).
 
   
In January 2009, the Company sold approximately 13.6 million shares of Cal Dive common stock to Cal Dive for proceeds totaling $86 million.
 
   
Implemented certain cost control measures and other spending controls.
* * * * *
Further details are provided in the presentation for Helix’s quarterly conference call (see the Investor Relations page of www.HelixESG.com). The call, scheduled for 9:00 a.m. Central Standard Time on Wednesday, February 25, 2009, will be webcast live. If you wish to dial in to the call the telephone number is 800 475 0212 (Domestic) or 1-312 470 7004 (International). The pass code is Tripodo. A replay will be available from the Audio Archives page on our website.
Helix Energy Solutions, headquartered in Houston, Texas, is an international offshore energy company that provides development solutions and other key life of field services to the open energy market as well as to our own oil and gas business unit.
Management evaluates Company performance and financial condition using certain non-GAAP metrics, primarily Adjusted EBITDAX, net debt and net debt to book capitalization. We calculate Adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization and exploration expense. Further, we reduce Adjusted EBITDAX for the minority interest in Cal Dive that we do not own. Net debt is calculated as the sum of financial debt less cash on hand. Net debt to book capitalization is calculated by dividing net debt by the sum net debt, preferred stock and stockholders’ equity. These non-GAAP measures are useful to investors and other internal and external user of our financial statements in evaluating our operating performance because they are widely used by investors in our industry to measure a company’s operating performance without regard to items which can vary substantially from company to company, and help investors meaningfully compare our results from period to period. Adjusted EBITDAX should not be considered in isolation or as a substitute for, but instead is supplemental to, income from operations, net income or other income data prepared in accordance with 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 which are excluded.
This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; future production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of property or wells; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; complexities of global political and economic developments; geologic risks and other risks described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”), including the company’s Annual Report on Form 10-K for the year ending December 31, 2007. We assume no obligation and do not intend to update these forward-looking statements.

 

 


 

HELIX ENERGY SOLUTIONS GROUP, INC.
Comparative Condensed Consolidated Statements of Operations
                                 
    Three Months Ended Dec. 31,     Twelve Months Ended Dec. 31,  
(in thousands, except per share data)   2008     2007     2008     2007  
    (unaudited)     (unaudited)  
 
                               
Net revenues:
                               
Contracting services
  $ 494,880     $ 330,550     $ 1,602,496     $ 1,182,882  
Oil and gas
    46,022       169,693       545,853       584,563  
 
                       
 
    540,902       500,243       2,148,349       1,767,445  
 
                               
Cost of sales:
                               
Contracting services
    363,586       233,442       1,161,227       789,988  
Oil and gas
    91,074       112,494       357,853       372,904  
Oil and gas impairments
    192,620       64,072       215,675       64,072  
Exploration expense
    27,072       20,177       32,926       26,725  
 
                       
 
    674,352       430,185       1,767,681       1,253,689  
 
                               
Gross profit (loss)
    (133,450 )     70,058       380,668       513,756  
Goodwill and other intangible impairments
    714,988             714,988        
Gain (loss) on sale of assets, net
    (6,422 )     23,983       73,471       50,368  
Selling and administrative expenses
    42,303       45,246       184,708       151,380  
 
                       
Income (loss) from operations
    (897,163 )     48,795       (445,557 )     412,744  
Equity in earnings of investments
    6,007       10,453       31,971       19,698  
Gain on subsidiary equity transaction
          151,696             151,696  
Net interest expense and other
    13,234       18,679       81,412       59,444  
 
                       
Income (loss) before income taxes
    (904,390 )     192,265       (494,998 )     524,694  
Provision (benefit) for income taxes
    (64,396 )     63,217       89,977       174,928  
Minority interest
    19,320       7,755       45,873       29,288  
 
                       
Net income (loss)
    (859,314 )     121,293       (630,848 )     320,478  
Preferred stock dividends
    550       881       3,192       3,716  
 
                       
Net income (loss) applicable to common shareholders
  $ (859,864 )   $ 120,412     $ (634,040 )   $ 316,762  
 
                       
 
                               
Weighted Avg. Common Shares Outstanding:
                               
Basic
    90,802       90,189       90,650       90,086  
 
                       
Diluted
    90,802       96,880       90,650       95,938  
 
                       
 
                               
Earnings (Loss) Per Common Share:
                               
Basic
  $ (9.47 )   $ 1.34     $ ($6.99 )   $ 3.52  
 
                       
Diluted
  $ (9.47 )   $ 1.25     $ (6.99 )   $ 3.34  
 
                       
Comparative Condensed Consolidated Balance Sheets
ASSETS
                 
(in thousands)   Dec. 31, 2008     Dec. 31, 2007  
    (unaudited)        
Current Assets:
               
Cash and equivalents
  $ 223,613     $ 89,555  
Accounts receivable
    551,664       512,132  
Other current assets
    175,030       125,582  
 
           
Total Current Assets
    950,307       727,269  
 
               
Net Property & Equipment:
               
Contracting Services
    1,877,942       1,507,463  
Oil and Gas
    1,541,648       1,737,225  
Equity investments
    197,287       213,429  
Goodwill
    366,218       1,089,758  
Other assets, net
    136,936       177,209  
 
           
Total Assets
  $ 5,070,338     $ 5,452,353  
 
           
LIABILITIES & SHAREHOLDERS’ EQUITY
                 
(in thousands)   Dec. 31, 2008     Dec. 31, 2007  
    (unaudited)          
Current Liabilities:
               
Accounts payable
  $ 346,235     $ 382,767  
Accrued liabilities
    233,023       221,366  
Current mat of L-T debt (1)
    93,540       74,846  
 
           
Total Current Liabilities
    672,798       678,979  
 
Long-term debt(1)
    1,968,502       1,725,541  
Deferred income taxes
    604,464       625,508  
Decommissioning liabilities
    194,665       193,650  
Other long-term liabilities
    81,637       63,183  
Minority interest
    322,627       263,926  
Convertible preferred stock (1)
    55,000       55,000  
Shareholders’ equity (1)
    1,170,645       1,846,566  
 
           
Total Liabilities & Equity
  $ 5,070,338     $ 5,452,353  
 
           
     
(1)  
Net debt to book capitalization — 60% at December 31, 2008. Calculated as total debt less cash and equivalents ($1,838,429) divided by sum of total net debt, convertible preferred stock and shareholders’ equity ($3,064,074).

 


 

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three and Twelve Months Ended December 31, 2008
Earnings Release:
Reconciliation From Net Income to Adjusted EBITDAX:
                                         
    4Q08     4Q07     3Q08     2008     2007  
    (in thousands)  
 
                                       
Net (loss) income applicable to common shareholders
  $ (859,864 )   $ 120,412     $ 60,587     $ (634,040 )   $ 316,762  
Cal Dive gains
          (98,602 )                 (98,602 )
Non-cash impairment and other unusual items
    907,608       64,072       6,027       930,663       72,674  
Preferred stock dividends
    550       881       881       3,192       3,716  
Income tax provision (benefit)
    (66,422 )     6,420       40,019       69,873       106,119  
Net interest expense and other
    10,963       17,796       21,303       72,074       56,703  
Depreciation and amortization
    79,299       97,195       70,275       306,047       320,235  
Exploration expense
    27,072       20,177       2,492       32,926       26,725  
 
                             
 
                                       
Adjusted EBITDAX
  $ 99,206     $ 228,351     $ 201,584     $ 780,735     $ 804,332  
 
                             
We calculate adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, and exploration expense. Further, we reduce adjusted EBITDAX for the minority interest in Cal Dive that we do not own. These non-GAAP measures are useful to investors and other internal and external users of our financial statements in evaluating our operating performance because they are widely used by investors in our industry to measure a company’s operating performance without regard to items which can vary substantially from company to company and help investors meaningfully compare our results from period to period. Adjusted EBITDAX should not be considered in isolation or as a substitute for, but instead is supplemental to, income from operations, net income or other income data prepared in accordance with 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 which are excluded.

 

 


 

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three and Twelve Months Ended December 31, 2008
Earnings Release:
Reconciliation of non-cash impairments and other unusual items:
                 
    4Q08     4Q07  
    (in thousands)     (in thousands)  
 
               
Non-cash goodwill and other intangible impairments:
               
Goodwill and other intangible impairments
  $ 714,988     $  
 
           
Non-cash goodwill and other intangible mpairments, net:
  $ 714,988     $  
 
           
 
               
Diluted shares
    90,802       96,880  
Per share
  $ 7.87     $  
 
               
Non-cash property impairments:
               
Property impairments
    192,620       64,072  
Tax provision on property impairments
    (67,417 )     (22,425 )
 
           
Non-cash property impairments, net:
  $ 125,203     $ 41,647  
 
           
 
               
Diluted shares
    90,802       96,880  
Per share
  $ 1.38     $ 0.43  
 
               
Non-cash impairments and other unusual items:
               
Exploration expense
  $ 27,072     $ 20,177  
Tax provision on exploration expense
    (9,475 )     (7,062 )
 
           
Non-cash impairments, net:
  $ 17,597     $ 13,115  
 
           
 
               
Diluted shares
    90,802       96,880  
Per share
  $ 0.19     $ 0.14  
 
               
Non-cash impairments and other unusual items:
               
Suspended exploratory wells
  $ 18,579     $  
Tax provision on suspended exploratory wells
    (6,503 )      
 
           
Non-cash impairments, net:
  $ 12,076     $  
 
           
 
               
Diluted shares
    90,802       96,880  
Per share
  $ 0.13     $  
 
               
Non-cash impairments and other unusual items:
               
Unproved properties
  $ 8,023     $  
Tax provision on unproved properties
    (2,808 )      
 
           
Non-cash impairments, net:
  $ 5,215     $  
 
           
 
               
Diluted shares
    90,802       96,880  
Per share
  $ 0.06     $  
 
               
Bass Lite sale
               
Bass Lite sale
  $ 6,734     $  
Tax provision on Bass Lite sale
    (2,357 )      
 
           
Non-cash impairments, net:
  $ 4,377     $  
 
           
 
               
Diluted shares
    90,802       96,880  
Per share
  $ 0.05     $  

 

 

Filed by Bowne Pure Compliance
Exhibit 99.2
Fourth Quarter 2008 Earnings Conference Call February 25, 2009


 

This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such statements, other than statements of historical fact, are statements that could be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; future production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of property or wells; any statements of the plans, strategies and objectives of management for future operations; any statements concerning developments, performance or industry rankings; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations set forth in these forward-looking statements are reasonable, they do involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; complexities of global political and economic developments; geologic risks and other risks described from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent quarterly reports on Form 10-Q. You should not place undue reliance on these forward-looking statements which speak only as of the date of this presentation and the associated press release. We assume no obligation or duty and do not intend to update these forward-looking statements except as required by the securities laws. The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Statements of proved reserves are only estimates and may be imprecise. Any reserve estimates provided in this presentation that are not specifically designated as being estimates of proved reserves may include not only proved reserves but also other categories of reserves that the SEC's guidelines strictly prohibit the Company from including in filings with the SEC. Investors are urged to consider closely the disclosure in the Company's 2007 Form 10-K. Forward-Looking Statements


 

Executive Summary Summary of Q4 / 2008 Results (pg. 4) 2009 Outlook (pg. 7) Liquidity and Capital Resources (pg. 9) Operational Highlights by Segment Contracting Services (pg. 14) Oil & Gas (pg. 19) Non-GAAP Reconciliations Questions & Answers Presentation Outline T600 trenching ROV on board Northern Canyon


 

Highlights ($ in millions, except per share data) Executive Summary Includes $840 million of goodwill write-offs and property impairments, net of tax See non-GAAP reconciliation on slides 23-24


 

Fourth Quarter 2008 Highlights Non-cash pre-tax charges recorded in Q4 Goodwill and other intangible write offs of $715 million Oil and gas impairments of $193 million Suspended well write-offs of $19 million Strong quarterly revenues for Contracting Services business Continued strong demand and utilization for Helix Contracting Services (Well Operations, Subsea Construction and Robotics) Shelf Contracting (Cal Dive) posted much stronger quarterly / year over year results Production disruptions from Hurricanes Gustav and Ike negatively impacted oil and gas segment's revenue and profit for the quarter Production as of 2/24/09 at >90% of pre-Ike levels, excluding effect of sale of "Bass Lite" in December 2008 / January 2009 Production in Q4 fell to 6.4 Bcfe Executive Summary


 

Fourth Quarter 2008 Highlights (continued) 2008 Reserve Report Year end proved reserves of 665 Bcfe Replacement rate @ 175% of production Major gas discovery in Bushwood offsets reserve decreases due to price declines, property sales, etc. PV-10 value of reserves approximately $1.9 billion Executive Summary


 

Helix expects to further reduce net debt in 2009, without the benefit of asset sales Capital expenditures of approximately $300 million $180 million relates to completion of three major vessel projects (Well Enhancer, Caesar and Helix Producer I) Most of remaining CAPEX is maintenance 2/3 of 2009 planned CAPEX in 1H 2009 Good Contracting Services visibility in 1H 2009 Total Backlog of $550 million (excluding $350 million of Cal Dive) 2009 backlog of $360 million (excluding $300 million of Cal Dive) 2009 Outlook* *All estimates and commentary exclusive of Cal Dive Customers onboard Intrepid


 

2009 Outlook (continued) Oil and Gas Production range: 50 - 60 bcfe Oil and gas prices Without hedges: $5.23 /mcfe $46.00 /bbl With hedges: $7.08 /mcfe $64.78 /bbl Garden Banks 506 Field (Noonan) net daily production (estimated) Q1 2009: 18 mcfe/d Q2 2009: 60 mcfe/d


 

$59 million of additional borrowing capacity under revolving credit facility (as of 2/24/2009) Net debt position expected to decrease by 12/31/2009 Monetization of non-core assets would add additional liquidity and increase net debt reduction Liquidity and Capital Resources* *All amounts, estimates and commentary exclusive of Cal Dive


 

Approximately 73% of total projected 2009 oil and gas production hedged (see detailed schedule on page 22 for current hedge positions) Company is focused on efforts to monetize non-core assets and businesses Oil and gas assets Bass Lite sale December 08 & January 09 ($49 million) Production facilities Cal Dive (approximately 51% owned subsidiary) Sold 13.6 million shares of CDI common stock to Cal Dive for gross proceeds of $86 million in January 2009 Monetization of some or all non-core assets would accelerate debt reduction and bolster liquidity Liquidity and Capital Resources


 

Company is in compliance as of 12/31/2008, and based on current forecasts expects compliance throughout 2009 Liquidity and Capital Resources Covenant Test Explanation Collateral Coverage Ratio > 1.75 : 1 Basket of collateral to Senior Secured Debt Fixed Charge Coverage Ratio > 2.75 : 1 Consolidated EBITDA (incl. Cal Dive %) to consolidated interest charges Consolidated Leverage Ratio < 3.5 : 1 Consolidated EBITDA (incl. Cal Dive %) to consolidated debt Key Credit Facility Covenants


 

Credit Facilities, Commitments and Amortization $420 Million Revolving Credit Facility - committed facility through June 2011. No required amortization. $59 million available as of 2/24/09. $419 Million Term Loan B - committed facility through June 2013; $4.3 million amortization annually. $550 Million High Yield Notes - Interest only until maturity (2016) or called by Helix. First Helix call date is 2012. $300 Million Convertible Notes - Interest only until put by noteholders or called by Helix. First put/call date is 2012, although noteholders have the right to convert prior to that date if certain stock price triggers are met ($38.56). MARAD - 25 year term; $4 million principal payments annually. Liquidity and Capital Resources* *Amounts exclusive of Cal Dive


 

Newbuild intervention vessel Well Enhancer enters North Sea service in Q2 2009. Operational Highlights by Segment


 

Helix Contracting Services Helix installs 200,000 feet of heavy-wall pipe and associated subsea systems for ENI Longhorn project in the Gulf of Mexico Pipelay vessel Intrepid logs 100% utilization for Q4 in the Gulf of Mexico Express and REM Forza continue Reliance Project tasks offshore India Seawell and Q4000 well intervention vessels continue high utilization rates Pipe Lay ramp system completed, expanding installation capability by allowing Helix to lay pipe from vessels of opportunity Express and Reliance Central Riser Platform, as seen from Eclipse, offshore India Helix Contracting Services


 

($ in millions, except percentages) Helix Contracting Services


 

Revenue and Gross Profit by Division ($ in millions) Helix Contracting Services


 

Helix Contracting Services


 

Assets Under Construction Well Enhancer Enters service Q2 2009 Helix Contracting Services Sea trials completed 1/2009 Final installation of well intervention spread underway To operate in North Sea Caesar Enters service 2H 2009 Helix Producer I Enters service Q1 2010 Conversion in progress in COSCO shipyard Evaluating third-party interest in purchasing vessel Hull conversion in Greek shipyard nearing completion Departs on or about 4/2009 for topside production system installation in Texas


 

Helix Oil & Gas Danny / Noonan subsea field schematic, Gulf of Mexico


 

Financial Highlights Noonan production recommenced in January 2009, and peak production of 60 mmcfe, net to Helix, anticipated for later in Q1 2009. Helix Oil & Gas Includes UK production of 0.1 Bcfe in Q3 2008. Including hedge impact.


 

Operating Costs ($ in millions, except per Mcfe data) Helix Oil & Gas


 

Summary of Feb-Dec 2009 Hedging Positions


 

Adjusted EBITDAX ($ in millions) Non GAAP Reconciliations


 

Revenue and Gross Profit As Reported ($ in millions) Non GAAP Reconciliations


 

Helix Energy Solutions