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): March
5, 2010
Helix
Energy Solutions Group, Inc.
(Exact name of
registrant as specified in its charter)
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Minnesota
(State or
other jurisdiction
of
incorporation)
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001-32936
(Commission
File Number)
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95-3409686
(IRS Employer
Identification No.)
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400
N. Sam Houston Parkway E., Suite 400
Houston,
Texas
(Address of
principal executive offices)
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281-618-0400
(Registrant’s
telephone number, including area code)
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77060
(Zip
Code)
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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)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
7.01 Regulation FD Disclosure.
Representatives of Helix Energy
Solutions Group, Inc. will make a presentation on March 9, 2010 at the Raymond
James 31th Annual Institutional Investors Conference in Orlando,
Florida. The presentation materials to be delivered at the conference
are attached hereto as Exhibit 99.1 and incorporated by reference herein. The
presentation materials will also be posted beginning on March 8, 2010 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.
Forward-Looking
Statements and Assumptions
This
current report on Form 8-K contains various statements that contain
forward-looking information regarding Helix and represent our expectations and
beliefs concerning future events. This forward looking
information is intended to be covered by the safe harbor for “forward-looking
statements” provided by the Private Securities Litigation Reform Act of 1995 as
set forth in Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). All statements, included herein or incorporated herein by
reference, that are predictive in nature, that depend upon or refer to future
events or conditions, or that use terms and phrases such as “achieve,”
“anticipate,” “believe,” “estimate,” “expect,” “forecast,” “plan,” “project,”
“propose,” “strategy,” “predict,” “envision,” “hope,” “intend,” “will,”
“continue,” “may,” “potential,” “should,” “could” and similar terms and phrases
are forward-looking statements. Included in forward-looking statements are,
among other things:
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statements
regarding our business strategy, including the potential sale of assets
and/or other investments in our subsidiaries and facilities, or any other
business plans, forecasts or objectives, any or all of which is subject to
change;
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statements
regarding our anticipated production volumes, results of exploration,
exploitation, development, acquisition or operations
expenditures, and current or prospective reserve levels with respect to
any oil and gas property or well;
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statements
related to commodity prices for oil and gas or with respect to the supply
of and demand for oil and gas;
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statements
relating to our proposed acquisition, exploration, development and/or
production of oil and gas properties, prospects or other interests and any
anticipated costs related thereto;
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statements
related to environmental risks, exploration and development risks, or
drilling and operating risks;
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statements
relating to the construction or acquisition of vessels or equipment and
any anticipated costs related thereto;
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statements
that our proposed vessels, when completed, will have certain
characteristics or the effectiveness of such
characteristics;
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statements
regarding projections of revenues, gross margin, expenses, earnings or
losses, working capital or other financial items;
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statements
regarding any financing transactions or arrangements, or ability to enter
into such transactions;
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statements
regarding any Securities and Exchange Commission (“SEC”) or other
governmental or regulatory inquiry or investigation;
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statements
regarding anticipated legislative, governmental, regulatory,
administrative or other public body actions, requirements, permits or
decisions;
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statements
regarding anticipated developments, industry trends, performance or
industry ranking;
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statements
regarding general economic or political conditions, whether international,
national or in the regional and local market areas in which we do
business;
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statements
related to our ability to retain key members of our senior management and
key employees;
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statements
related to the underlying assumptions related to any projection or
forward-looking statement; and
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any other
statements that relate to non-historical or future
information.
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Although we believe
that the expectations reflected in these forward-looking statements are
reasonable and are based on reasonable assumptions, they do involve risks,
uncertainties and other factors that could cause actual results to be materially
different from those in the forward-looking statements. These factors
include, among other things:
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impact of the
weak economic conditions and the future impact of such conditions on the
oil and gas industry and the demand for our services;
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uncertainties
inherent in the development and production of oil and gas and in
estimating reserves;
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the
geographic concentration of our oil and gas operations;
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uncertainties
regarding our ability to replace depletion;
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unexpected
capital expenditures (including the amount and nature
thereof);
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impact of oil
and gas price fluctuations and the cyclical nature of the oil and gas
industry;
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the effects
of indebtedness, which could adversely restrict our ability to operate,
could make us vulnerable to general adverse economic and industry
conditions, could place us at a competitive disadvantage compared to our
competitors that have less debt and could have other adverse consequences
to us;
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the
effectiveness of our derivative activities;
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the results
of our continuing efforts to control or reduce costs and improve
performance;
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the success
of our risk management activities;
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the effects
of competition;
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the
availability (or lack thereof) of capital (including any financing) to
fund our business strategy and/or operations and the terms of any such
financing;
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the impact of
current and future laws and governmental regulations, including tax and
accounting developments;
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the effect of
adverse weather conditions and/or other risks associated with marine
operations;
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the effect of
environmental liabilities that are not covered by an effective indemnity
or insurance;
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the potential
impact of a loss of one or more key employees; and
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the impact of
general, market, industry or business
conditions.
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Our actual results
could differ materially from those anticipated in any forward-looking statements
as a result of a variety of factors, including those discussed in “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2009 and our
subsequent periodic reports. All forward-looking statements attributable to us
or persons acting on our behalf are expressly qualified in their entirety by
these risk factors. Forward-looking statements are only as of the date they are
made, and other than as required under the securities laws, we assume no
obligation to update or revise these forward-looking statements or provide
reasons why actual results may differ.
Reconciliation of
Non-GAAP Financial Measures
In addition to net
income, we evaluate our financial performance based on other factors, one
primary measure of which is earnings before net interest, expenses, taxes,
depreciation, amortization and exploration expenses (adjusted
EBITDAX). 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.
Item
9.01 Financial Statements and Exhibits.
(c) Exhibits.
Number Description
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99.1
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Raymond James
31st Annual
Institutional Investors Conference
Presentation.
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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: March
5, 2010
HELIX
ENERGY SOLUTIONS GROUP, INC.
By: /s/
Anthony
Tripodo
Anthony Tripodo
Executive Vice President and Chief
Financial Officer
Index
to Exhibits
Exhibit
No. Description
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99.1
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Raymond James
31st
Annual Institutional Investors Conference
Presentation
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