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): September
23, 2009
Helix
Energy Solutions Group, Inc.
(Exact name of
registrant as specified in its charter)
|
Minnesota
(State or
other jurisdiction
of
incorporation)
|
001-32936
(Commission
File Number)
|
95-3409686
(IRS Employer
Identification No.)
|
|
|
400
North Sam Houston Parkway East, Suite 400
Houston,
Texas
(Address of
principal executive offices)
|
281-618-0400
(Registrant’s
telephone number, including area code)
|
77060
(Zip
Code)
|
|
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 (see General Instruction A.2. below):
|_| Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|_|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.01 Completion of Acquisition or Disposition of Assets.
Helix Energy
Solutions Group, Inc. (the “Company”) previously reported in its Current Report
on Form 8-K filed September 14, 2009, that it had commenced a secondary public
offering of 20,604,317 shares (the “Offering”) of the common stock of Cal Dive
International, Inc. (“Cal Dive”).
On September 23,
2009, the Offering was consummated at a price per share of
$10.00. The Company will use the proceeds of the Offering for general
corporate purposes. Following the Offering, the Company owns
3,090,647 shares of Cal Dive common stock, representing approximately 3.3% of
Cal Dive’s issued and outstanding shares. All of the Company’s
remaining shares of Cal Dive common stock were subject to an option to purchase
such shares to cover over-allotments. On September 24, 2009, the
underwriters exercised the option to purchase 2,590,647 of such shares of Cal
Dive common stock and terminated its option with respect to the remaining
500,000 shares. As a result, upon the closing of the option exercise
scheduled to occur on September 29, 2009, the Company will own 500,000 shares of
Cal Dive common stock representing approximately 0.54% of Cal Dive’s issued and
outstanding shares.
Item
9.01 Financial Statements and Exhibits.
(b) Pro
forma financial information
The unaudited
pro forma condensed consolidated balance sheet as of June 30, 2009 and the
unaudited pro forma condensed consolidated statements of
operations for the six months ended June 30, 2009 and the year ended
December 31, 2008 that give effect to the disposition described therein are
incorporated by reference to Exhibit 99.1 of this Current Report on Form
8-K.
(d) Exhibits.
Number Description
---------- --------------
|
|
99.1
|
Helix
Energy Solutions Group, Inc. Unaudited Pro Forma Condensed Consolidated
Financial Statements.
|
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: September
28, 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
|
Helix Energy
Solutions Group, Inc. Unaudited Pro Forma Condensed Consolidated Financial
Statements.
|
EXHIBIT
99.1
HELIX
ENERGY SOLUTIONS GROUP, INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
The following unaudited pro forma
condensed consolidated financial statements are presented to give effect to the
disposition of substantially all of the Company’s investment in Cal Dive
International, Inc. (“Cal Dive”). The Company,
through a series of the following separate transactions, has reduced its
ownership in Cal Dive from approximately 57% at December 31, 2008 to its current
approximate 0.54% ownership
interest.
|
·
|
The
Company sold 13.6 million shares to Cal Dive for $86 million in January
2009. The Company’s ownership interest in Cal Dive was reduced
to approximately 51% following this
transaction;
|
|
·
|
In
June 2009, a secondary public offering resulted in the Company’s
disposition of 22.6 million shares of its Cal Dive common stock for
approximately $183 million in net
proceeds;
|
|
·
|
In
June 2009, under the terms of a stock repurchase agreement the Company
sold 1.6 million shares of its Cal Dive common stock to Cal Dive at $8.50
per share or $14 million;
|
|
·
|
In
September 2009, 20.6 million shares of Cal Dive common stock were sold in
a secondary public offering at $10.00 per share, plus an additional
approximate 2.6 million shares will be sold pursuant to the exercise of
the over-allotment option, which will close on September 29, 2009,
resulting in aggregate net proceeds of approximately $221
million.
|
The net proceeds from the disposition of
the Company's shares of Cal Dive common stock will be used for general corporate
purposes. The estimated pre-tax gain on these sale transactions
totals approximately $78 million, which is subject to change based on the
results of Cal Dive for the month of September 2009 that are not yet available.
The unaudited
pro forma condensed statement of operations for the year ended December 31, 2008
was derived from our audited consolidated statement of operations for the year
ended December 31, 2008. The unaudited pro forma condensed
consolidated statement of operations should be read together with the Company’s
2008 audited consolidated statement of operations and the notes thereto included
in our Current Report on Form 8-K filed June 16,
2009.
The
unaudited pro forma condensed consolidated balance sheet as of June 30, 2009 and
the unaudited pro forma condensed consolidated statement of operations for the
six months ended June 30, 2009 have been derived from our interim unaudited
consolidated financial statements included in our Quarterly Report on Form 10-Q
for the period ended June 30, 2009 and should be read in conjunction with those
financial statements, including the notes thereto.
The
unaudited pro forma condensed consolidated financial statements are based on the
following assumptions and adjustments:
|
·
|
The
unaudited pro forma condensed consolidated balance sheet is presented as
if the September 2009 dispositions of Cal Dive common stock, including the
pending closing of the shares exercised under the over-allotment
option, all occurred on June 30, 2009
and
|
|
·
|
The
unaudited pro forma condensed consolidated statements of operations are
presented as if the above dispositions of Cal Dive common stock, including
the pending closing of the shares exercised under the over-allotment
option, occurred on January 1,
2008.
|
Pursuant
to the Securities and Exchange Commission rules for pro forma financial
statements, no pro forma adjustments were made with respect to any increase in
assumed interest income associated with the investment of the net proceeds
received from the sales of Cal Dive common stock. Separately, no pro forma
adjustment was made to reflect reductions in the Company's indebtedness and
related interest expense because there is no requirement under the Company's
debt arrangements to use proceeds from its disposition of Cal Dive common stock
to reduce such indebedness.
The
unaudited pro forma condensed financial statements are presented for
illustration purposes only. The financial position and results
of operations may have been different if the dispositions of Cal Dive stock had
occurred as of the dates indicated above and do not purport to
represent the Company’s financial position or results of operations
for any future date or period.
HELIX
ENERGY SOLUTIONS GROUP, INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(in
thousands)
|
As
Reported 1
|
Pro
Forma Adjustments
|
Pro
Forma
|
|||||||||||||||||||
|
ASSETS
|
|||||||||||||||||||||
|
Current
assets:
|
|||||||||||||||||||||
|
Cash and cash equivalents
|
$
|
261,930
|
$
|
221,512
|
2
|
$
|
483,442
|
||||||||||||||
|
Accounts
receivable, net
|
266,289
|
—
|
266,289
|
||||||||||||||||||
|
Other
current assets
|
123,325
|
—
|
123,325
|
||||||||||||||||||
|
Asset
available for sale
|
—
|
4,315
|
2
|
4,315
|
|||||||||||||||||
|
Total
current assets
|
651,544
|
225,827
|
877,371
|
||||||||||||||||||
|
Property
and equipment, net
|
2,823,216
|
—
|
2,823,216
|
||||||||||||||||||
|
Other
assets:
|
|||||||||||||||||||||
|
Equity
investments
|
393,405
|
(200,314
|
)
|
2
|
193,091
|
||||||||||||||||
|
Goodwill,
net
|
77,515
|
—
|
77,515
|
||||||||||||||||||
|
Other
assets, net
|
79,682
|
—
|
79,682
|
||||||||||||||||||
|
$
|
4,025,362
|
$
|
25,513
|
$
|
4,050,875
|
||||||||||||||||
|
Current
liabilities:
|
|||||||||||||||||||||
|
Accounts
payable
|
$
|
165,342
|
$
|
—
|
$
|
165,342
|
|||||||||||||||
|
Accrued
liabilities
|
224,318
|
400
|
2
|
224,718
|
|||||||||||||||||
|
Income
taxes payable
|
77,914
|
6,492
|
2
|
84,406
|
|||||||||||||||||
|
Current
maturities of long-term debt
|
13,730
|
—
|
13,730
|
||||||||||||||||||
|
Total
current liabilities
|
481,304
|
6,892
|
488,196
|
||||||||||||||||||
|
Long-term
debt
|
1,348,713
|
—
|
1,348,713
|
||||||||||||||||||
|
Deferred
income taxes
|
513,248
|
—
|
513,248
|
||||||||||||||||||
|
Decommissioning
liabilities
|
181,096
|
—
|
181,096
|
||||||||||||||||||
|
Other
long-term liabilities
|
8,981
|
—
|
8,981
|
||||||||||||||||||
|
Total
liabilities
|
2,533,342
|
6,892
|
2,540,234
|
||||||||||||||||||
|
Convertible
preferred stock
|
25,000
|
—
|
25,000
|
||||||||||||||||||
|
Shareholders’
equity:
|
|||||||||||||||||||||
|
Common
stock, no par value
|
895,305
|
2,912
|
3
|
898,217
|
|||||||||||||||||
|
Retained
earnings
|
571,609
|
15,709
|
2,3
|
587,318
|
|||||||||||||||||
|
Accumulated
other comprehensive income (loss)
|
(20,575
|
)
|
|
|
(20,575
|
)
|
|||||||||||||||
|
Total
controlling interest shareholders’ equity
|
1,446,339
|
18,621
|
1,464,960
|
||||||||||||||||||
|
Noncontrolling
interests
|
20,681
|
—
|
20,681
|
||||||||||||||||||
|
Total
shareholders’ equity
|
1,467,020
|
18,621
|
1,485,641
|
||||||||||||||||||
|
$
|
4,025,362
|
$
|
25,513
|
$
|
4,050,875
|
||||||||||||||||
See
accompanying notes to unaudited pro forma condensed consolidated financial
statements.
HELIX
ENERGY SOLUTIONS GROUP, INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in
thousands, except per share data)
|
Year
Ended December 31, 2008
|
|||||||||||
|
As Reported4
|
Pro Forma
Adjustments5
|
Pro
Forma
|
|||||||||
|
Net
revenues
|
$
|
2,114,074
|
$
|
(777,116
|
)
|
|
$
|
1,336,958
|
|||
|
Cost
of sales
|
1,741,883
|
(528,175
|
)
|
1,213,708
|
|||||||
|
Gross
profit
|
372,191
|
(248,941
|
)
|
123,250
|
|||||||
|
Goodwill
and other indefinite-lived intangible impairments
|
704,311
|
—
|
704,311
|
||||||||
|
Gain
on sale of assets, net
|
73,471
|
(204
|
)
|
73,267
|
|||||||
|
Selling
and administrative expenses
|
177,172
|
(74,500
|
)
|
102,672
|
|||||||
|
Income
(loss) from operations
|
(435,821
|
)
|
(174,645
|
)
|
(610,466
|
)
|
|||||
|
Equity
in earnings of investments
|
31,854
|
—
|
31,854
|
||||||||
|
Net
interest expense and other
|
89,499
|
(22,285
|
)
|
67,214
|
|||||||
|
Income
(loss) before income taxes
|
(493,466
|
)
|
(152,360
|
)
|
(645,826
|
)
|
|||||
|
Provision
(benefit) for income taxes
|
86,779
|
(67,067
|
)
|
19,712
|
|||||||
|
Income
(loss) from continuing operations before noncontrolling interests and
preferred dividends
|
(580,245
|
)
|
(85,293
|
)
|
(665,538
|
)
|
|||||
|
Net
income (loss) attributable to noncontrolling interests
|
45,873
|
(45,975
|
)
|
(102
|
)
|
||||||
|
Preferred
stock dividends
|
3,192
|
—
|
3,192
|
||||||||
|
Net
loss applicable to common shareholder from continuing
operations
|
$
|
(629,310
|
)
|
$
|
(39,318
|
)
|
$
|
$
|
(668,628
|
)
|
|
|
Loss per
common share: from continuing operations:
|
|||||||||||
|
Basic
|
$
|
(6.94
|
)
|
$
|
(7.38
|
)
|
|||||
|
Diluted
|
$
|
(6.94
|
)
|
$
|
(7.38
|
)
|
|||||
|
Weighted
average common shares outstanding:
|
|||||||||||
|
Basic
|
90,650
|
90,650
|
|||||||||
|
Diluted
|
90,650
|
90,650
|
|||||||||
See
accompanying notes to unaudited pro forma condensed consolidated financial
statements.
HELIX
ENERGY SOLUTIONS GROUP, INC.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in
thousands, except per share data)
|
Six
Months Ended June 30, 2009
|
||||||||||
|
As Reported 6
|
Pro Forma
Adjustments5
|
Pro
Forma
|
||||||||
|
Net
revenues
|
$
|
1,065,614
|
$
|
(391,908
|
)
|
$
|
673,706
|
|||
|
Cost
of sales
|
768,648
|
(299,886
|
)
|
468,762
|
||||||
|
Gross
profit
|
296,966
|
(92,022
|
)
|
204,944
|
||||||
|
Gain
on oil and gas derivative commodity contracts
|
78,730
|
—
|
78,730
|
|||||||
|
Gain
on sale of assets, net
|
1,773
|
—
|
1,773
|
|||||||
|
Selling
and administrative expenses
|
80,725
|
(33,651
|
)
|
47,074
|
||||||
|
Income
(loss) from operations
|
296,744
|
(58,371
|
)
|
238,373
|
||||||
|
Equity
in earnings of investments
|
13,767
|
(896
|
)
|
12,871
|
||||||
|
Gain
on subsidiary equity transaction
|
59,442
|
(59,442
|
)
|
—
|
||||||
|
Net
interest expense and other
|
29,663
|
(6,642
|
)
|
23,021
|
||||||
|
Income
before income taxes
|
340,290
|
(112,067
|
)
|
228,223
|
||||||
|
Provision
(benefit) for income taxes
|
121,728
|
(43,828
|
)
|
77,900
|
||||||
|
Income
(loss) from continuing operations before noncontrolling interests and
preferred dividends
|
218,562
|
(68,239
|
)
|
150,323
|
||||||
|
Net
income (loss) attributable to noncontrolling interests
|
18,173
|
(17,307
|
)
|
866
|
||||||
|
Preferred
stock dividends
|
563
|
—
|
563
|
|||||||
|
Preferred
stock beneficial conversion charge
|
53,439
|
—
|
53,439
|
|||||||
|
Net
income applicable to common shareholders from continuing
operations
|
$
|
146,387
|
$
|
(50,932
|
)
|
$
|
95,455
|
|||
|
Earnings
per common share from continuing operations:
|
||||||||||
|
Basic
|
$
|
1.50
|
$
|
0.98
|
||||||
|
Diluted
|
$
|
1.37
|
$
|
0.89
|
||||||
|
Weighted
average common shares outstanding:
|
||||||||||
|
Basic
|
96,077
|
96,077
|
||||||||
|
Diluted
|
106,000
|
106,000
|
||||||||
See
accompanying notes to unaudited pro forma condensed consolidated financial
statements.
Helix
Energy Solutions Group Inc
Notes
To Unaudited Pro Forma Condensed Consolidated Financial
Statements
|
(1)-
|
Represents
the unaudited condensed consolidated balance sheet of Helix as reported in
its Quarterly Report on Form 10-Q for the period ended June 30, 2009 as
filed with the Securities and Exchange Commission on August 5,
2009. No adjustment is reflected to adjust for removal of Cal
Dive amounts because the Company deconsolidated Cal Dive effective June
10, 2009 as a result of its ownership in Cal Dive decreasing below 50%
following the sale of approximately 24.2 million shares of the Cal Dive
common stock held by the Company.
|
|
(2)-
|
Represents
the disposition of Cal Dive common shares in September
2009. The dispositions for January and June are included in the
as reported amounts as derived from the condensed consolidated balance
sheet as of June 30, 2009 as discussed in (6) above. The
September dispositions are reflected as follows (amounts in
thousands):
|
|
Proceeds
at closing
|
$ | 221,512 | ||
|
Less:
Estimated transaction costs to be paid
|
(400 | ) | ||
|
Net
proceeds from sale of Cal Dive common stock in September
2009
|
$ | 221,112 |
|
Investment
in Cal Dive at June 30, 2009
|
$ | 200,314 |
|
Pre
tax gain on sale of Cal Dive common stock in September
2009
|
$ | 18,549 | ||
|
Income
taxes at 35%
|
(6,492 | ) | ||
|
Net
gain on sale of Cal Dive common stock in September 2009
|
$ | 12,057 |
|
500,000
shares of Cal Dive common stock remaining
|
||||
|
At
June 30, 2009, Cal Dive’s stock price was $8.63 per share
|
$ | 4,315 | ||
|
(3)-
|
To
reclass the loss on the disposal of Cal Dive stock in January
2009. The loss was recorded as a component of common stock
because that transaction did not result in the Company losing
consolidating control of Cal Dive and was not at the time part of a
planned series of transactions that ultimately resulted in loss of
consolidating control of Cal Dive.
|
|
(4)-
|
Represents
the audited consolidated results of Helix Energy Solutions Group, Inc.
(“Helix or the Company”) as reported in its consolidated statement of
operations contained in exhibit 99.1 of its Current Report on Form 8-K as
filed with the Securities and Exchange Commission on June 16,
2009.
|
|
(5)-
|
Represents
the removal of the unaudited results of Cal Dive International, Inc. (“Cal
Dive”) reflecting the assumed disposition of Cal Dive by the Company on
January 1, 2008. Also includes reversal of the eliminations
for inter-company revenues and costs for services conducted by and between
the continuing Helix operations and Cal Dive. This assumes
that Helix and Cal Dive are no longer affiliates as
of January 1, 2008.
|
|
|
|
(6)-
|
Represents
the unaudited six-month 2009 consolidated results of Helix as reported in
its condensed consolidated statement of operations contained in its
Quarterly Report on Form 10-Q for the period ended June 30, 2009 as filed
with the Securities and Exchange Commission on August 5,
2009.
|
|
|
|