e425
 

Filed by Remington Oil and Gas Corporation
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Helix Energy Solutions Group, Inc.
(f/k/a Cal Dive International, Inc.)
Commission File Number 333-132922

 

(REMINGTON OIL COMPANY LOGO)   PRESS RELEASE
FOR IMMEDIATE RELEASE
Contact: Steven J. Craig
Sr. Vice President
 (214) 210-2675
REMINGTON OIL AND GAS CORPORATION ANNOUNCES
FIRST QUARTER 2006 EARNINGS
Dallas, TX, May 2, 2006, – Remington Oil and Gas Corporation (NYSE: REM) announced the following first quarter financial information:
                 
    Three Months Ended  
    March 31,  
    2006     2005  
    (In thousands, except per share data)  
Oil and gas revenues
  $ 59,996     $ 59,471  
Other income
  $ 18,102     $ 315  
Net income
  $ 26,383     $ 16,035  
Cash flow provided by operations
  $ 50,345     $ 45,355  
Basic income per share
  $ 0.92     $ 0.57  
Diluted income per share
  $ 0.90     $ 0.56  
Production Bcfe
    7.4       8.6  
Average gas price
  $ 7.66     $ 6.54  
Average oil price
  $ 60.07     $ 47.11  
Oil and gas revenues for the three months ended March 31, 2006, increased $525,000, or 0.9%, compared to the same period in 2005. Gas revenues increased $4.2 million, or 10.5%, for the first quarter of 2006 compared to the first quarter of 2005 primarily due to the increase in average gas prices offset slightly by a decrease in production. Average gas prices for the first quarter of 2006 were $1.12 per Mcf, or 17.1% higher compared to the first quarter of 2005. Oil revenues decreased $3.7 million, or 19.4%, for the first quarter of 2006 compared to the first quarter of 2005 primarily due to the decrease in oil production partially offset by the increase in average oil prices. Oil prices increased $12.96 per barrel, or 27.5% during the first quarter of 2006 compared to 2005.

 


 

Other income for the three months ended March 31, 2006, includes $17.3 million related to the partial accrual of lost production insurance payments.
Net income for the three months ended March 31, 2006, increased $10.3 million, or 64.5%, compared to the same period of 2005. Cash flow from operations increased $5.0 million, or 11.0%, compared to the same period of 2005.
Income taxes for the three months ended March 31, 2006, increased $5.2 million, or 59.0%, compared to the same period of 2005 due to the increase in income before taxes. Current taxes accounted for $10.3 million of total tax expense for the three months ended March 31, 2006.
Dry hole expense for the first quarter of 2006 was $5.2 million. We utilize the successful-efforts method of accounting, which requires dry holes to be reported as an expense in the quarter they are determined to be dry. It is very difficult to predict when dry holes will occur and thus dry hole expense is subject to dramatic fluctuation each quarter.
As of March 31, 2006, we have $38.9 million accrued as insurance receivables on the Balance Sheet. Of this amount, $18.3 million represents insurance receivables for hurricane related expenditures associated with physical damage, lost equipment and a control of well claim. The remaining $20.6 million represents an insurance receivable for partial claim for lost production through March 31, 2006, from shut-ins caused by Hurricane Rita, of which $17.3 million is related to the current period and is included in Other income on the Income Statement. Additional claims associated with lost production as a result of Hurricane Katrina have been made and will be recorded when finalized.
2006 Production Guidance
Production volumes for the first quarter averaged 82 Mmcfe/day, versus guidance of 75 to 80 Mmcfe/day. Production volumes for the second quarter 2006 are expected to range between 90 and 100 Mmcfe/day (8.2 to 9.1 Bcfe). This increase in production over first quarter 2006 is anticipated as several fields shut-in as a result of damage from Hurricanes Katrina and Rita re-commence production during the second quarter. Repairs to the company’s largest producing field, East Cameron 346, are nearing completion and expected to be finalized this month. Additionally, repairs to other third party pipelines servicing other Remington properties are expected to be completed by the end of the second quarter.
Remington Oil and Gas Corporation is an independent oil and gas exploration and production company headquartered in Dallas, Texas, with operations concentrating in the onshore and offshore regions of the Gulf Coast.
Statements concerning future revenues and expenses, production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of prospects or wells are forward-looking statements. Prospect size and reserve levels are often referred to as “potential” or “un-risked” reserves and are based on the Company’s internal estimates from the volumetric calculations or analogous production. Other forward-looking statements are based on assumptions concerning commodity prices, drilling results, recovery factors for wells, production rates, and operating, administrative and interest costs that management believes are reasonable based on currently available information; however, management’s assumptions and the Company’s future performance are subject to a wide range of business, mechanical, political, environmental and geologic risks. There is no assurance that these goals, projections, costs, expenses, reserve levels, and production volumes can or will be met. Further information is available in

 


 

the Company’s filings with the Securities and Exchange Commission, which are herein incorporated by this reference. Information in this document should be reviewed in combination with the Company’s filings with the Securities and Exchange Commission and information available on the Company’s website at www.remoil.net.
ADDITIONAL INFORMATION:
The Company and Helix Energy Solutions Group, Inc. (“Helix ESG”) have filed a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction between the Company and Helix ESG with the Securities and Exchange Commission (“SEC”). Investors are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC because they contain important information. You may obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by the Company free of charge by requesting them in writing from the Company or by telephone at (214) 210-2650. You may obtain documents filed with the SEC by Helix ESG free of charge by requesting them in writing from Helix ESG or by telephone at (281) 618-0400.
The Company and Helix ESG, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of the Company in connection with the merger. Information about the directors and executive officers of the Company and their ownership of stock of the Company is set forth in the proxy statement for the Company’s 2005 Annual Meeting of Stockholders. Information about the directors and executive officers of Helix ESG and their ownership of Helix ESG stock is set forth in the proxy statement for Helix ESG’s 2005 Annual Meeting of Shareholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus.

 


 

Remington Oil and Gas Corporation
Condensed Consolidated Balance Sheets

(In thousands, except share data)
                 
    March 31,     December 31,  
    2006     2005  
    (Unaudited)          
Assets
               
Current assets
               
Cash and cash equivalents
  $ 47,887     $ 38,860  
Accounts receivable
    62,704       66,887  
Insurance receivable
    38,932       23,308  
Income taxes receivable
          5,767  
Prepaid expenses and other current assets
    12,942       5,466  
 
           
Total current assets
    162,465       140,288  
 
           
Properties
               
Oil and gas properties (successful-efforts method)
    937,791       908,437  
Other properties
    3,876       3,758  
Accumulated depreciation, depletion and amortization
    (485,804 )     (468,290 )
 
           
Total properties
    455,863       443,905  
 
           
Other assets
    1,874       1,872  
 
           
Total assets
  $ 620,202     $ 586,065  
 
           
 
               
Liabilities and stockholders’ equity
               
Current liabilities
               
Accounts payable and accrued liabilities
  $ 72,474     $ 76,561  
Income taxes payable
    3,521        
Current deferred income taxes
    1,094       1,094  
 
           
Total current liabilities
    77,089       77,655  
 
           
Long-term liabilities
               
Asset retirement obligation
    23,498       21,375  
Deferred income taxes
    86,612       82,876  
 
           
Total long-term liabilities
    110,110       104,251  
 
           
Total liabilities
    187,199       181,906  
 
           
Commitments and contingencies
               
Stockholders’ equity
               
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares
               
Outstanding
               
Common stock, $.01 par value, 100,000,000 shares authorized, 28,886,443 shares issued and 28,852,084 shares outstanding in 2006, 28,790,997 shares issued and 28,756,638 shares outstanding in 2005
    289       288  
Additional paid-in capital
    155,573       149,234  
Restricted common stock
          24,264  
Unearned compensation
          (20,385 )
Retained earnings
    277,141       250,758  
 
           
Total stockholders’ equity
    433,003       404,159  
 
           
Total liabilities and stockholders’ equity
  $ 620,202     $ 586,065  
 
           

 


 

Remington Oil and Gas Corporation
Condensed Consolidated Statements of Income

(Unaudited)
(In thousands, except per share amounts)
                 
    Three Months Ended March 31,  
    2006     2005  
Revenues
               
Gas sales
  $ 44,619     $ 40,390  
Oil sales
    15,377       19,081  
Interest income
    458       252  
Other income
    17,644       63  
 
           
Total revenues
    78,098       59,786  
 
           
 
               
Costs and expenses
               
Operating
    7,228       5,912  
Exploration
    7,004       10,385  
Depreciation, depletion and amortization
    17,858       16,011  
Impairment expense
    274       297  
General and administrative
    5,186       2,121  
Interest and financing
    127       198  
 
           
Total costs and expenses
    37,677       34,924  
 
           
Income before income taxes
    40,421       24,862  
Income tax expense
    14,038       8,827  
 
           
Net income
  $ 26,383     $ 16,035  
 
           
 
               
Basic income per share
  $ 0.92     $ 0.57  
 
           
 
               
Diluted income per share
  $ 0.90     $ 0.56  
 
           
 
               
Weighted average shares outstanding (Basic)
    28,822       28,045  
 
               
Weighted average shares outstanding (Diluted)
    29,414       28,838  
 
               
Production
               
Oil (MBbls)
    256       405  
Gas (MMcf)
    5,826       6,176  
Mcfe
    7,362       8,606  
Average Prices
               
Oil
  $ 60.07     $ 47.11  
Gas
  $ 7.66     $ 6.54  
Per Mcfe
  $ 8.15     $ 6.91  

 


 

Remington Oil and Gas Corporation
Condensed Consolidated Statements of Cash Flows

(Unaudited)
(In thousands)
                 
    Three Months Ended  
    March 31,  
    2006     2005  
 
               
Cash flow provided by operations
               
Net income
  $ 26,383     $ 16,035  
Adjustments to reconcile net income
               
Depreciation, depletion and amortization
    17,858       16,011  
Deferred income taxes
    3,736       5,451  
Amortization of deferred charges
    25       46  
Dry hole costs
    5,227       9,049  
Impairment costs
    274       297  
Cash paid for dismantlement
    (10 )     (243 )
Stock based compensation
    1,241       512  
Tax benefit from exercise of stock options
    (1,013 )     3,376  
Gain on sale of properties
    (59 )      
Changes in working capital
               
(Increase) decrease in accounts receivable
    3,968       (5,646 )
(Increase) in insurance receivable
    (15,624 )      
Decrease in income taxes
    10,301        
(Increase) decrease in prepaid expenses and other current assets
    (7,501 )     49  
Increase in accounts payable and accrued expenses
    5,539       418  
 
           
Net cash flow provided by operations
    50,345       45,355  
 
           
 
               
Cash from investing activities
               
Capital expenditures
    (42,668 )     (47,600 )
Proceeds from sale of properties
    130        
 
           
Net cash (used in) investing activities
    (42,538 )     (47,600 )
 
           
 
               
Cash from financing activities
               
Tax benefit from exercise of stock options
    1,013        
Common stock issued
    665       6,833  
Purchase of treasury stock
    (458 )     (336 )
 
           
Net cash provided by financing activities
    1,220       6,497  
 
           
Net increase in cash and cash equivalents
    9,027       4,252  
Cash and cash equivalents at beginning of period
    38,860       58,659  
 
           
Cash and cash equivalents at end of period
  $ 47,887     $ 62,911