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)
|
99.1
|
Press Release of Helix Energy Solutions Group, Inc. dated October 27, 2010 titled “Helix Reports Third Quarter 2010 Results.”
|
99.2
|
Third Quarter 2010 Conference Call Presentation.
|
99.1
|
Press Release of Helix Energy Solutions Group, Inc. dated October 27, 2010 titled “Helix Reports Third Quarter 2010 Results.”
|
99.2
|
Third Quarter 2010 Conference Call Presentation.
|
PRESSRELEASE
www.HelixESG.com
|
·
|
Non-cash impairment charges of $159.9 million reflecting a reduction in carrying values of oil and gas properties following reductions of reserve estimates primarily associated with reassessment of certain fields’ economics.
|
·
|
A $17.9 million gain from sale of 23.2 million shares of Cal Dive common stock.
|
·
|
A $10.4 million charge associated with a weather derivative contract entered into in July 2009 to mitigate against possible losses during the 2009 hurricane season.
|
Quarter Ended
|
Nine Months Ended
|
|||||||||||||||||||
September 30
|
June 30
|
September 30
|
||||||||||||||||||
2010
|
2009
|
2010
|
2010
|
2009
|
||||||||||||||||
Revenues
|
$ | 392,669 | $ | 216,025 | $ | 299,262 | $ | 893,501 | $ | 1,281,639 | ||||||||||
Gross Profit (Loss):
|
||||||||||||||||||||
Operating (3)
|
$ | 87,891 | $ | 5,058 | $ | 66,216 | $ | 191,241 | $ | 367,056 | ||||||||||
22 | % | 2 | % | 22 | % | 21 | % | 29 | % | |||||||||||
Oil and Gas
Impairments (4)
|
(897 | ) | (1,537 | ) | (159,862 | ) | (171,871 | ) | (64,610 | ) | ||||||||||
Exploration
Expense
|
(442 | ) | (904 | ) | (1,172 | ) | (1,780 | ) | (2,863 | ) | ||||||||||
Total
|
$ | 86,552 | $ | 2,617 | $ | (94,818 | ) | $ | 17,590 | $ | 299,583 | |||||||||
Net Income (Loss) Applicable to Common Shareholders (5)
|
$ | 26,161 | $ | 3,895 | $ | (85,551 | ) | $ | (77,281 | ) | $ | 157,564 | ||||||||
Diluted Earnings (Loss) Per Share
|
$ | 0.25 | $ | 0.04 | $ | (0.82 | ) | $ | (0.74 | ) | $ | 1.48 | ||||||||
Adjusted EBITDAX (6)
|
$ | 143,072 | $ | 38,306 | $ | 130,539 | $ | 335,016 | $ | 431,520 |
Three Months Ended
|
||||||||||||
September 30,
|
June 30,
|
|||||||||||
2010
|
2009
|
2010
|
||||||||||
Revenues:
|
||||||||||||
Contracting Services
|
$ | 238,531 | $ | 175,091 | $ | 202,317 | ||||||
Production Facilities
|
74,458 | 1,141 | 21,391 | |||||||||
Oil and Gas
|
95,566 | 63,715 | 102,586 | |||||||||
Intercompany Eliminations
|
(15,886 | ) | (23,922 | ) | (27,032 | ) | ||||||
Total
|
$ | 392,669 | $ | 216,025 | $ | 299,262 | ||||||
Income (Loss) from Operations:
|
||||||||||||
Contracting Services
|
$ | 31,015 | $ | 22,199 | $ | 43,781 | ||||||
Production Facilities
|
44,520 | (1,388 | ) | 12,977 | ||||||||
Oil and Gas (2)
|
(3,206 | ) | (23,599 | ) | 3,609 | |||||||
Gain on Oil and Gas DerivativeCommodity Contracts
|
161 | 4,598 | 2,482 | |||||||||
Oil and Gas Impairments (3)
|
(897 | ) | (1,537 | ) | (159,862 | ) | ||||||
Exploration Expense
|
(442 | ) | (904 | ) | (1,172 | ) | ||||||
Corporate
|
(10,767 | ) | (12,067 | ) | (12,597 | ) | ||||||
Intercompany Eliminations
|
(286 | ) | (1,971 | ) | (6,114 | ) | ||||||
Total
|
$ | 60,098 | $ | (14,669 | ) | $ | (116,896 | ) | ||||
Equity in Earnings of Equity Investments
|
$ | 6,221 | $ | 13,385 | $ | 1,656 |
o
|
Subsea Construction and Robotics revenues increased in the third quarter of 2010 compared to the second quarter of 2010 attributable to the Caesar being in service for a full quarter on its first pipelay contract, and full utilization of the Express on contract with BP. Overall our utilization rate for our owned and chartered vessels increased to 97% in the third quarter of 2010 from 74% in the second quarter of 2010. Further, Robotics utilization improved to 68% in the third quarter of 2010 from 61% in the second quarter of 2010. Finally, intercompany revenue eliminations associated with internal vessel utilization continued to decrease in the third quarter of 2010 as we have
substantially completed our own oil and gas development projects.
|
o
|
Well Operations revenues in the third quarter of 2010 were comparable to the second quarter of 2010 despite lower overall utilization (83% compared to 98%). The Q4000 was on contract to BP for Macondo oil spill containment efforts the entire third quarter. The Well Enhancer, our newest North Sea vessel, underwent a capital upgrade to install coiled tubing capabilities and was out of service for 61 days in the third quarter. The upgrade was completed in October 2010 and the vessel has returned to work. Further, our Asia/Pacific region commenced its first field abandonment contract in China in the third quarter of 2010 with our chartered vessel, the Normand Clough.
|
o
|
Gross profit margins for our Contracting Services business were 18% in the third quarter of 2010 compared to 25% in the second quarter of 2010. Gross profit margins in the third quarter were negatively impacted by vessel and project start up issues on the Caesar, as well as the longer than expected duration of our field abandonment contract offshore China utilizing the Normand Clough.
|
o
|
The HP I, our dynamically positioned floating production unit, was also was on contract to BP to assist in the oil spill containment efforts in the Gulf of Mexico for the entire third quarter of 2010. The HP I completed its contract with BP and mobilized back to our Phoenix field in October. Production from the Phoenix field commenced on October 19, 2010.
|
o
|
Oil and Gas revenues decreased in the third quarter of 2010 compared to the second quarter of 2010 due to lower production. Production in the third quarter of 2010 totaled 10.4 Bcfe compared to 11.9 Bcfe in the second quarter of 2010.
|
o
|
The average prices realized for natural gas, including the effect of settled natural gas hedge contracts, totaled $6.13 per thousand cubic feet of gas (Mcf) in the third quarter of 2010 compared to $6.10 per Mcf in the second quarter of 2010. For oil, including the effects of settled hedge contracts, we realized $73.63 per barrel in the third quarter of 2010 compared to $72.59 per barrel in the second quarter of 2010.
|
o
|
Our October oil and gas production rate averaged 125 million cubic feet of natural gas equivalent per day (MMcfe/d) through October 26, 2010 compared, to an average of 113 MMcfe/d in the third quarter of 2010 and an average of 131 MMcfe/d in the second quarter of 2010.
|
o
|
Our third quarter 2010 oil and gas results included a $9.4 million charge associated with a weather derivative contract entered into in July 2010 to mitigate possible losses during the 2010 hurricane season. The derivative contract was purchased in lieu of traditional windstorm insurance coverage. The third quarter charge of $9.4 million was $6.4 million higher than if the cost of the weather derivative contract was charged to expense evenly over a twelve month period similar to a traditional insurance premium.
|
o
|
At September 30, 2010, we have oil and gas hedge contracts in place for approximately 6.1 Bcf of natural gas and 938 thousand barrels of oil representing essentially all of our forecasted production for the remainder of 2010. We also have entered into oil and gas hedge contracts for 2011 totaling 22.3 Bcfe (2.4 million barrels of oil and 8.1 Bcf of gas).
|
o
|
Selling, general and administrative expenses were 6.8% of revenue in the third quarter of 2010, 8.2% in the second quarter of 2010, and 10.1% in the third quarter of 2009.
|
o
|
Net interest expense and other decreased to $21.4 million in the third quarter of 2010 from $22.2 million in the second quarter of 2010. Net interest expense increased to $25.5 million in the third quarter of 2010 compared with $20.5 million in the second quarter of 2010. The increase in net interest expense resulted primarily from a reduction of $3.8 million in capitalized interest from the second quarter of 2010 to the third quarter of 2010, which was attributable to the completion of our significant capital projects. Also, we incurred foreign exchange gains related to the appreciation in our non-U.S. dollar functional currencies and foreign exchange currency contracts totaling $4.3 million in the third quarter of 2010 compared to foreign exchange losses of $1.7 million in the second quarter of 2010.
|
o
|
Consolidated net debt at September 30, 2010 decreased to $1.03 billion from $1.09 billion at June 30, 2010. We had no borrowings under our revolver. Our total liquidity at September 30, 2010 was approximately $700 million, consisting of cash on hand of $325 million and revolver availability of $374 million. Net debt to book capitalization as of September 30, 2010 was 43%. (Net debt to book capitalization is a non-GAAP measure. See reconciliation attached hereto.)
|
o
|
As of September 30, 2010, we were in compliance with our covenants under our various loan agreements.
|
o
|
We incurred capital expenditures (including capitalized interest) totaling $31 million in the third quarter of 2010, compared to $37 million in the second quarter of 2010 and $87 million in the third quarter of 2009.
|
(1)
|
Results of Helix RDS Limited, our former reservoir consulting business, included as discontinued operations for all periods presented in our comparative condensed consolidated statements of operations.
|
(2) |
Results of Cal Dive, our former Shelf Contracting business, were consolidated through June 10, 2009, at which time our ownership interest dropped below 50%. Our remaining interest was accounted for under the equity method of accounting through September 23, 2009. Subsequent to September 23, 2009, our investment in Cal Dive was accounted for as an available for sale security.
|
(3)
|
Included $9.4 million of expense related to a weather derivative contract and $0.9 million of hurricane-related costs in the third quarter of 2010. Included $10.4 million of expense related to a weather derivative contract and $5.1 million of hurricane-related costs in the third quarter of 2009.
|
(4)
|
Second quarter 2010 oil and gas impairments of $159.9 million related to the reduction of the carrying values of certain oil and gas properties due to reserve revisions.
|
(5)
|
Nine months ended September 30, 2010 included a $17.5 million settlement of litigation related to the termination of a 2007 international construction contract.
|
(6)
|
Non-GAAP measure. See reconciliation attached hereto.
|
(1)
|
Results of Helix RDS Limited, our former reservoir consulting business, were included as discontinued operations for all periods presented in our comparative condensed consolidated statements of operations.
|
(2)
|
Included $9.4 million of expense related to a weather derivative contract and $0.9 million of hurricane-related costs in the third quarter of 2010. Included $10.4 million of expense related to a weather derivative contract and $5.1 million of hurricane-related costs in the third quarter of 2009.
|
(3)
|
Second quarter 2010 oil and gas impairments of $159.9 million related to reduction of the carrying values of certain oil and gas properties due to reserve revisions.
|
HELIX ENERGY SOLUTIONS GROUP, INC.
|
||||||||||||||||
Comparative Condensed Consolidated Statements of Operations
|
||||||||||||||||
|
Three Months Ended Sept. 30,
|
Nine Months Ended Sept. 30,
|
||||||||||||||
(in thousands, except per share data)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||||||
Net revenues:
|
||||||||||||||||
Contracting services
|
$ 297,103
|
$ 152,310
|
$ 604,634
|
$ 967,751
|
||||||||||||
Oil and gas
|
95,566
|
63,715
|
288,867
|
313,888
|
||||||||||||
392,669
|
216,025
|
893,501
|
1,281,639
|
|||||||||||||
Cost of sales:
|
||||||||||||||||
Contracting services
|
211,634
|
127,402
|
438,008
|
765,602
|
||||||||||||
Oil and gas
|
93,586
|
84,469
|
266,032
|
151,844
|
||||||||||||
Oil and gas impairments
|
897
|
1,537
|
171,871
|
64,610
|
||||||||||||
306,117
|
213,408
|
875,911
|
982,056
|
|||||||||||||
Gross profit
|
86,552
|
2,617
|
17,590
|
299,583
|
||||||||||||
Gain on oil and gas derivative commodity contracts
|
161
|
4,598
|
2,643
|
83,328
|
||||||||||||
Gain on sale of assets, net
|
13
|
-
|
6,246
|
1,773
|
||||||||||||
Selling and administrative expenses
|
(26,628)
|
(21,884)
|
(91,675)
|
(102,609)
|
||||||||||||
Income (loss) from operations
|
60,098
|
(14,669)
|
(65,196)
|
282,075
|
||||||||||||
Equity in earnings of equity investments
|
6,221
|
13,385
|
12,932
|
27,152
|
||||||||||||
Gain on subsidiary equity transaction
|
-
|
17,901
|
-
|
77,343
|
||||||||||||
Net interest expense and other
|
(21,407)
|
(10,306)
|
(64,782)
|
(39,969)
|
||||||||||||
Income (loss) before income taxes
|
44,912
|
6,311
|
(117,046)
|
346,601
|
||||||||||||
Provision for (benefit of) income taxes
|
17,965
|
4,468
|
(41,962)
|
126,196
|
||||||||||||
Income (loss) from continuing operations
|
26,947
|
1,843
|
(75,084)
|
220,405
|
||||||||||||
Discontinued operations, net of tax
|
-
|
3,021
|
(44)
|
10,303
|
||||||||||||
Net income (loss), including noncontrolling interests
|
26,947
|
4,864
|
(75,128)
|
230,708
|
||||||||||||
Less: net income applicable to noncontrolling interests
|
(776)
|
(844)
|
(2,049)
|
(19,017)
|
||||||||||||
Net income (loss) applicable to Helix
|
26,171
|
4,020
|
(77,177)
|
211,691
|
||||||||||||
Preferred stock dividends
|
(10)
|
(125)
|
(104)
|
(688)
|
||||||||||||
Preferred stock beneficial conversion charges
|
-
|
-
|
-
|
(53,439)
|
||||||||||||
Net income (loss) applicable to Helix common shareholders
|
$ 26,161
|
$ 3,895
|
$ (77,281)
|
$ 157,564
|
||||||||||||
Weighted Avg. Common Shares Outstanding:
|
||||||||||||||||
Basic
|
104,090
|
101,282
|
103,772
|
97,831
|
||||||||||||
Diluted
|
105,307
|
101,334
|
103,772
|
105,868
|
||||||||||||
Basic earnings (loss) per share of common stock:
|
||||||||||||||||
Continuing operations
|
$0.25
|
$0.01
|
($0.74)
|
$1.49
|
||||||||||||
Discontinued operations
|
-
|
0.03
|
-
|
0.10
|
||||||||||||
Net income (loss) per share of common stock
|
$0.25
|
$0.04
|
($0.74)
|
$1.59
|
||||||||||||
Diluted earnings (loss) per share of common stock:
|
||||||||||||||||
Continuing operations
|
$0.25
|
$0.01
|
($0.74)
|
$1.38
|
||||||||||||
Discontinued operations
|
-
|
0.03
|
-
|
0.10
|
||||||||||||
Net income (loss) per share of common stock
|
$0.25
|
$0.04
|
($0.74)
|
$1.48
|
||||||||||||
Comparative Condensed Consolidated Balance Sheets
|
||||||||||||||||
ASSETS
|
LIABILITIES & SHAREHOLDERS' EQUITY
|
|||||||||||||||
(in thousands)
|
Sept. 30, 2010
|
Dec. 31, 2009
|
(in thousands)
|
Sept. 30, 2010
|
Dec. 31, 2009
|
|||||||||||
(unaudited)
|
(unaudited)
|
|||||||||||||||
Current Assets:
|
Current Liabilities:
|
|||||||||||||||
Cash and equivalents
|
$ 325,480
|
$ 270,673
|
Accounts payable
|
$ 165,484
|
$ 155,457
|
|||||||||||
Accounts receivable
|
218,221
|
172,678
|
Accrued liabilities
|
197,966
|
200,607
|
|||||||||||
Other current assets
|
125,575
|
122,209
|
Current mat of L-T debt (1)
|
10,845
|
12,424
|
|||||||||||
Total Current Assets
|
669,276
|
565,560
|
Total Current Liabilities
|
374,295
|
368,488
|
|||||||||||
Net Property & Equipment:
|
Long-term debt (1) (2)
|
1,346,698
|
1,348,315
|
|||||||||||||
Contracting Services
|
1,491,193
|
1,470,582
|
Deferred income taxes
|
398,649
|
442,607
|
|||||||||||
Oil and Gas
|
1,139,585
|
1,393,124
|
Asset retirement obligations
|
163,372
|
182,399
|
|||||||||||
Equity investments
|
187,112
|
189,411
|
Other long-term liabilities
|
7,569
|
4,262
|
|||||||||||
Goodwill
|
79,093
|
78,643
|
Convertible preferred stock (1)
|
1,000
|
6,000
|
|||||||||||
Other assets, net
|
79,000
|
82,213
|
Shareholders' equity (1)
|
1,353,676
|
1,427,462
|
|||||||||||
Total Assets
|
$ 3,645,259
|
$ 3,779,533
|
Total Liabilities & Equity
|
$ 3,645,259
|
$ 3,779,533
|
|||||||||||
(1)
|
Net debt to book capitalization - 43% at September 30, 2010. Calculated as total debt less cash and equivalents ($1,032,063)
|
|||||||||||||||
divided by sum of total net debt, convertible preferred stock and shareholders' equity ($2,386,739).
|
||||||||||||||||
(2)
|
Reflects impact of retrospective adoption of accounting standard which required bifurcation of Helix's convertible senior notes
|
|||||||||||||||
between debt and equity components. Impact on September 30, 2010 and December 31, 2009 was a reduction in debt totaling
|
||||||||||||||||
$20.7 million and $26.9 million, respectively.
|
||||||||||||||||
Helix Energy Solutions Group, Inc.
|
|||||||||
Reconciliation of Non GAAP Measures
|
|||||||||
Three and Nine Months Ended September 30, 2010
|
|||||||||
Earnings Release:
|
|||||||||
Reconciliation From Net Income to Adjusted EBITDAX:
|
|||||||||
3Q10
|
3Q09
|
2Q10
|
2010
|
2009
|
|||||
(in thousands)
|
|||||||||
Net income (loss) applicable to common shareholders
|
$ 26,161
|
$ 3,895
|
$ (85,551)
|
$ (77,281)
|
$ 157,564
|
||||
Non-cash impairment
|
897
|
533
|
159,862
|
171,871
|
19,794
|
||||
(Gain) loss on asset sales
|
(13)
|
(17,869)
|
41
|
(6,219)
|
(87,892)
|
||||
Preferred stock dividends
|
10
|
125
|
34
|
104
|
54,127
|
||||
Income tax provision (benefit)
|
17,965
|
1,415
|
(52,366)
|
(41,964)
|
116,281
|
||||
Net interest expense and other
|
21,385
|
10,192
|
22,144
|
64,708
|
36,561
|
||||
Depreciation and amortization
|
76,225
|
46,315
|
85,203
|
222,017
|
188,513
|
||||
Exploration expense
|
442
|
904
|
1,172
|
1,780
|
2,863
|
||||
Adjusted EBITDAX (including Cal Dive)
|
$ 143,072
|
$ 45,510
|
$ 130,539
|
$ 335,016
|
$ 487,811
|
||||
Less: Previously reported contribution from Cal Dive
|
$ -
|
$ (7,204)
|
$ -
|
$ -
|
$ (56,291)
|
||||
Adjusted EBITDAX
|
$ 143,072
|
$ 38,306
|
$ 130,539
|
$ 335,016
|
$ 431,520
|
||||
We calculate adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, and exploration
|
|||||||||
expense. Further, we do not include earnings from our interest in Cal Dive in any periods presented in our adjusted EBITDAX calculation.
|
|||||||||
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 Months Ended September 30, 2010
|
||||||||
Earnings Release:
|
||||||||
Reconciliation of unusual items:
|
||||||||
2Q10
|
3Q09
|
|||||||
(in thousands, except per share data)
|
||||||||
Non-cash property impairments and other charges:
|
||||||||
Property impairments
|
$ 159,862
|
$ -
|
||||||
Gain on acquisition or asset sales
|
-
|
(17,901)
|
||||||
Weather derivative contract
|
-
|
7,084
|
||||||
Tax (benefit) provision associated with above
|
(55,952)
|
3,805
|
||||||
Non-cash property impairments and other charges, net:
|
$ 103,910
|
$ (7,012)
|
||||||
Diluted shares
|
104,125
|
101,334
|
||||||
Net after income tax effect per share
|
$ 1.00
|
$ (0.07)
|
||||||