8-K


 

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): October 19, 2015


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.)
 
 
 
3505 West Sam Houston Parkway North, Suite 400
Houston, Texas
(Address of principal executive offices) 
 
77043
(Zip Code)

 
281-618-0400
(Registrant's telephone number,
 including area 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 2.02 Results of Operations and Financial Condition.
 
On October 19, 2015, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its third quarter results of operations for the period ended September 30, 2015.  Attached hereto as Exhibit 99.1, and incorporated by reference herein, is the press release.
 

Item 7.01 Regulation FD Disclosure.
 
On October 19, 2015, Helix issued a press release announcing its third quarter results of operations for the period ended September 30, 2015.  In addition, on October 20, 2015, 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 Third Quarter Earnings Conference Call Presentation issued by Helix. The presentation materials are also available beginning on October 19, 2015 under Investor Relations - Presentations in the For the Investor section of Helix’s website, www.HelixESG.com.

 
Item 9.01 Financial Statements and Exhibits.
 
(d)           Exhibits.
 
Number        Description
-----------        ----------------

99.1
Press Release of Helix Energy Solutions Group, Inc. dated October 19, 2015 reporting financial results for the third quarter of 2015.

99.2
Third Quarter 2015 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:    October 19, 2015
 
 
 
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 October 19, 2015 reporting financial results for the third quarter of 2015.

99.2
Third Quarter 2015 Conference Call Presentation.


Exhibit


EXHIBIT 99.1
 
 
PRESSRELEASE
www.HelixESG.com 

Helix Energy Solutions Group, Inc.  ·  3505 W. Sam Houston Parkway N., Suite 400  ·  Houston, TX 77043  · 281-618-0400  ·  fax: 281-618-0505
 
For Immediate Release
 
 
 15-015
 
 
 
 
Date: October 19, 2015
Contact:
Erik Staffeldt
 
 
 
Vice President - Finance & Accounting
 
 
 
Helix Reports Third Quarter 2015 Results
 
 
HOUSTON, TX - Helix Energy Solutions Group, Inc. (NYSE: HLX) reported Adjusted EBITDA1 of $51.5 million for the third quarter of 2015 compared to $35.7 million in the second quarter of 2015. The company reported net income of $9.9 million, or $0.09 per diluted share, for the third quarter of 2015 compared to net income of $75.6 million, or $0.71 per diluted share, for the same period in 2014 and net loss of $(2.6) million, or $(0.03) per diluted share, in the second quarter of 2015. Net income for the nine months ended September 30, 2015 was $26.9 million, or $0.25 per diluted share, compared with net income of $187.1 million, or $1.77 per diluted share, for the nine months ended September 30, 2014.
 
 
Owen Kratz, President and Chief Executive Officer of Helix, stated, “Improved activity levels in our robotics segment plus strong utilization for the Well Enhancer and Skandi Constructor well intervention vessels led the way for the improved quarter over quarter results. However, industry conditions continue to remain challenging, and we expect Q4 results to be impacted by normal seasonal factors in the North Sea as well as a continuation of the weak industry environment.”



1 EBITDA is a non-GAAP measure. See reconciliation below.





* * * * *
 
Summary of Results
 
($ in thousands, except per share amounts, unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
9/30/2015
 
9/30/2014
 
6/30/2015
 
9/30/2015
 
9/30/2014
 
 
 
 
 
 
 
 
 
 
Revenues
$
182,462

 
$
340,837

 
$
166,016

 
$
538,119

 
$
899,996

 
 
 
 
 
 
 
 
 
 
Gross Profit
$
31,969

 
$
126,247

 
$
24,208

 
$
91,124

 
$
311,231

 
18
%
 
37
%
 
15
%
 
17
%
 
35
%
 
 
 
 
 
 
 
 
 
 
Net Income Applicable to Common Shareholders
$
9,880

 
$
75,586

 
$
(2,635
)
 
$
26,887

 
$
187,087

 
 
 
 
 
 
 
 
 
 
Diluted Earnings Per Share
$
0.09

 
$
0.71

 
$
(0.03
)
 
$
0.25

 
$
1.77

 
 
 
 
 
 
 
 
 
 
Adjusted EBITDA 1
$
51,497

 
$
137,097

 
$
35,689

 
$
138,550

 
$
338,648


1 EBITDA is a non-GAAP measure. See reconciliation below.





Segment Information, Operational and Financial Highlights
 
($ in thousands, unaudited)
 
 
Three Months Ended
 
9/30/2015
 
9/30/2014
 
6/30/2015
Revenues:
 
 
 
 
 
Well Intervention
$
94,895

 
$
205,139

 
$
85,675

Robotics
83,310

 
131,707

 
75,101

Production Facilities
19,133

 
24,184

 
20,293

Intercompany Eliminations
(14,876
)
 
(20,193
)
 
(15,053
)
Total
$
182,462

 
$
340,837

 
$
166,016

 
 
 
 
 
 
Income from Operations:
 

 
 

 
 

Well Intervention
$
6,233

 
$
80,789

 
$
4,135

Robotics
14,329

 
28,397

 
4,303

Production Facilities
6,938

 
11,284

 
8,444

Corporate / Other
(8,965
)
 
(14,242
)
 
(9,009
)
Intercompany Eliminations
(163
)
 
103

 
(199
)
Total
$
18,372

 
$
106,331

 
$
7,674






Business Segment Results
 
o  
Well Intervention revenues increased 11% in the third quarter of 2015 as compared to revenues in the second quarter of 2015, reflecting a greater number of utilized days in the quarter for two of our North Sea vessels. Well Intervention vessel utilization in the third quarter of 2015 decreased to 60% from 63% in the second quarter of 2015. The Gulf of Mexico fleet utilization was 34% in the third quarter of 2015 compared to 42% in second quarter of 2015. The Helix 534 was idle the entire quarter due to low levels of activity. The vessel entered dry dock in September. In the North Sea, vessel utilization decreased to 82% in the third quarter of 2015 compared to 84% in the second quarter of 2015. The Seawell completed its life extension capital upgrade and is currently warm stacked due to low levels of activity. The Well Enhancer and Skandi Constructor combined for 96% utilization in the third quarter of 2015, working on various projects in the North Sea. The rental intervention riser systems continue to positively contribute to revenues, with both units on hire the entire third quarter of 2015.
o  
Robotics revenues increased 11% in the third quarter of 2015 from revenues in the second quarter of 2015. Vessel utilization increased to 87% and ROV asset utilization was marginally lower, quarter over quarter. The increase in vessel utilized days was the primary driver in higher revenue and gross profit for the quarter.


Other Expenses
 
o  
Selling, general and administrative expenses were 7.5% of revenue in the third quarter of 2015 compared to 10.0% of revenue in the second quarter of 2015. Our second quarter 2015 expense included $2.5 million of charges associated with the provision for uncertain collection of a portion of an existing trade receivable.
o  
Net interest expense and other decreased to $8.7 million in the third quarter of 2015 from $10.3 million in the second quarter of 2015. Net interest expense increased to $8.7 million in the third quarter of 2015, reflecting the Q5000 loan being outstanding for the full quarter. Our second quarter 2015 other expense included $5.0 million of charges primarily associated with foreign exchange fluctuations in our non-U.S. dollar functional currencies.


Financial Condition and Liquidity
 
o  
Our total liquidity at September 30, 2015 was approximately $712 million, consisting of $469 million in cash and cash equivalents and $243 million in available capacity under our revolver. Consolidated net debt at September 30, 2015 was $307 million. Consolidated gross funded debt decreased to $793 million in the third quarter of 2015, compared to $812 million in the second quarter of 2015. Net debt to book capitalization at September 30, 2015 was 16%. (Net debt to book capitalization is a non-GAAP measure. See reconciliation below.)
o  
We incurred capital expenditures (including capitalized interest) totaling $55 million in the third quarter of 2015 compared to $197 million in the second quarter of 2015 and $68 million in the third quarter of 2014.





* * * * *
 
Conference Call Information
 
Further details are provided in the presentation for Helix’s quarterly conference call to review its third quarter 2015 results (see the “Investor Relations” page of Helix’s website, www.HelixESG.com). The call, scheduled for 9:00 a.m. Central Daylight Time Tuesday, October 20, 2015, will be audio webcast live from the “Investor Relations” page of Helix’s website. Investors and other interested parties wishing to listen to the conference via telephone may join the call by dialing 800-917-9985 for persons in the United States and 1-212-231-2933 for international participants. The passcode is “Tripodo”. A replay of the conference will be available under “Investor Relations” by selecting the “Audio Archives” link from the same page beginning approximately two hours after the completion of the conference call.
 

About Helix
 
Helix Energy Solutions Group, Inc., headquartered in Houston, Texas, is an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations. For more information about Helix, please visit our website at www.HelixESG.com.


Reconciliation of Non-GAAP Financial Measures
 
Management evaluates Company performance and financial condition using certain non-GAAP metrics, primarily EBITDA, Adjusted EBITDA, net debt and net debt to book capitalization. We calculate EBITDA as earnings before net interest expense and other, income taxes, depreciation and amortization expense. We deduct the noncontrolling interests related to the adjustment components of EBITDA and the gain or loss on disposition of assets to arrive at our measure of Adjusted EBITDA. Net debt is calculated as the sum of financial debt less cash and cash equivalents on hand. Net debt to book capitalization is calculated by dividing net debt by the sum of net debt and shareholders’ equity. 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. EBITDA and Adjusted EBITDA 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 that are excluded from these measures.


Forward-Looking Statements
 
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 “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any statements regarding our strategy; any statements regarding future utilization; any projections of financial items; future operations expenditures; any statements regarding the plans, strategies and objectives of management for future operations; any statement concerning developments; 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 forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors including but not limited to the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory authorities; operating hazards and delays; our ultimate ability to realize current backlog; employee management issues; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s most recently filed Annual Report on Form 10-K and in the Company’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. We assume no obligation and do not intend to update these forward-looking statements except as required by the securities laws.


Social Media
 
From time to time we provide information about Helix on Twitter (@Helix_ESG) and LinkedIn (www.linkedin.com/company/helix-energy-solutions-group).





HELIX ENERGY SOLUTIONS GROUP, INC.
Comparative Condensed Consolidated Statements of Operations
 
 
Three Months Ended Sep. 30,
 
Nine Months Ended Sep. 30,
(in thousands, except per share data)
 
2015
 
2014
 
2015
 
2014
 
 
(unaudited)
 
(unaudited)
Net revenues
 
$
182,462

 
$
340,837

 
$
538,119

 
$
899,996

Cost of sales
 
150,493

 
214,590

 
446,995

 
588,765

Gross profit
 
31,969

 
126,247

 
91,124

 
311,231

Gain on disposition of assets, net
 

 

 

 
10,418

Selling, general and administrative expenses
 
(13,597
)
 
(19,916
)
 
(42,750
)
 
(69,614
)
Income from operations
 
18,372

 
106,331

 
48,374

 
252,035

Equity in earnings (losses) of investments
 
(251
)
 
508

 
(553
)
 
709

Other income - oil and gas
 
571

 
1,837

 
4,396

 
15,709

Net interest expense and other
 
(8,718
)
 
(3,258
)
 
(24,215
)
 
(13,085
)
Income before income taxes
 
9,974

 
105,418

 
28,002

 
255,368

Income tax provision
 
94

 
29,832

 
1,115

 
67,778

Net income, including noncontrolling interests
 
9,880

 
75,586

 
26,887

 
187,590

Less net income applicable to noncontrolling interests
 

 

 

 
(503
)
Net income applicable to common shareholders
 
$
9,880

 
$
75,586

 
$
26,887

 
$
187,087

 
 
 
 
 
 
 
 
 
Earnings per share of common stock:
 
 

 
 

 
 

 
 

Basic
 
$
0.09

 
$
0.72

 
$
0.25

 
$
1.77

Diluted
 
$
0.09

 
$
0.71

 
$
0.25

 
$
1.77

 
 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 

 
 

 
 

 
 

Basic
 
105,438

 
104,997

 
105,362

 
105,038

Diluted
 
105,438

 
105,338

 
105,362

 
105,374






Comparative Condensed Consolidated Balance Sheets
ASSETS
 
 
 
 
 
LIABILITIES & SHAREHOLDERS' EQUITY
(in thousands)
 
Sep. 30, 2015
 
Dec. 31, 2014
 
(in thousands)
 
Sep. 30, 2015
 
Dec. 31, 2014
 
 
(unaudited)
 
 
 
 
 
(unaudited)
 
 
Current Assets:
 
 
 
 
 
Current Liabilities:
 
 
 
 
Cash and equivalents (1)
 
$
468,936

 
$
476,492

 
Accounts payable
 
$
75,781

 
$
83,403

Accounts receivable, net
 
146,929

 
135,300

 
Accrued liabilities
 
78,718

 
104,923

Current deferred tax assets
 
36,059

 
31,180

 
Income tax payable
 

 
9,143

Other current assets
 
44,500

 
51,301

 
Current maturities of L-T debt (1)
 
71,640

 
28,144

Total Current Assets
 
696,424

 
694,273

 
Total Current Liabilities
 
226,139

 
225,613

 
 
 
 
 
 
 
 
 
 
 
Property & equipment, net
 
1,934,323

 
1,735,384

 
Long-term debt (1)
 
704,568

 
523,228

Equity investments
 
143,481

 
149,623

 
Deferred tax liabilities
 
257,596

 
260,275

Goodwill
 
61,648

 
62,146

 
Other non-current liabilities
 
46,412

 
38,108

Other assets, net
 
72,124

 
59,272

 
Shareholders' equity (1)
 
1,673,285

 
1,653,474

Total Assets
 
$
2,908,000

 
$
2,700,698

 
Total Liabilities & Equity
 
$
2,908,000

 
$
2,700,698


(1)
Net debt to book capitalization - 16% at September 30, 2015. Calculated as total debt less cash and equivalents ($307,272) divided by sum of total net debt and shareholders' equity ($1,980,557).






Helix Energy Solutions Group, Inc.
Reconciliation of Non-GAAP Measures
 
Earnings Release:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation From Net Income (Loss) Applicable to Common Shareholders to Adjusted EBITDA:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
9/30/2015
 
9/30/2014
 
6/30/2015
 
9/30/2015
 
9/30/2014
 
 
 
(in thousands)
Net income (loss) applicable to common shareholders
 
$
9,880

 
$
75,586

 
$
(2,635
)
 
$
26,887

 
$
187,087

Adjustments:
 
 

 
 

 
 

 
 

 
 

Net income applicable to noncontrolling interests
 

 

 

 

 
503

Income tax provision
 
94

 
29,832

 
614

 
1,115

 
67,778

Net interest expense and other
 
8,718

 
3,258

 
10,271

 
24,215

 
13,085

Depreciation and amortization
 
32,805

 
28,421

 
27,439

 
86,333

 
81,274

EBITDA
 
51,497

 
137,097

 
35,689

 
138,550

 
349,727

Adjustments:
 
 

 
 

 
 

 
 

 
 

Noncontrolling interests
 

 

 

 

 
(661
)
Gain on disposition of assets, net
 

 

 

 

 
(10,418
)
Adjusted EBITDA
 
$
51,497

 
$
137,097

 
$
35,689

 
$
138,550

 
$
338,648


We define EBITDA as earnings before net interest expense and other, income taxes, and depreciation and amortization expense. We deduct the noncontrolling interests related to the adjustment components of EBITDA and the gain or loss on disposition of assets to arrive at our measure of Adjusted EBITDA. 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. EBITDA and Adjusted EBITDA should not be considered in isolation or as a substitute for, but instead are 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 that are excluded from these measures.



Exhibit
EXHIBIT 99.2