Latest news with #ConvertibleSeniorNotes
Yahoo
10 hours ago
- Business
- Yahoo
Xometry Announces Proposed $225 Million Offering of Convertible Senior Notes
NORTH BETHESDA, Md., June 09, 2025 (GLOBE NEWSWIRE) -- Xometry, Inc. ('Xometry') (XMTR), the global AI-powered marketplace connecting buyers with suppliers of manufacturing services, today announced its intent to offer, subject to market conditions and other factors, $225 million aggregate principal amount of Convertible Senior Notes due 2030 (the 'Notes') in a private placement (the 'Offering') to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the 'Securities Act'). Xometry also intends to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $25 million aggregate principal amount of Notes. The Notes will be general unsecured obligations of Xometry and will accrue interest payable semiannually in arrears. Upon conversion, Xometry will pay or deliver, as the case may be, cash, shares of Xometry's Class A common stock or a combination of cash and shares of Xometry's Class A common stock, at its election. The interest rate, initial conversion rate and other terms of the Notes will be determined at the time of pricing of the Offering. Xometry expects to use the net proceeds from the Offering, together with cash on hand, if necessary, (i) to pay the cost of the capped call transactions described below, (ii) to use up to $25 million to repurchase shares of Xometry's Class A common stock concurrently with the pricing of the Offering as described below, and (iii) to repurchase for cash a portion of Xometry's outstanding 1.00% Convertible Senior Notes due 2027 (the '2027 notes') as described below. If the initial purchasers exercise their option to purchase additional notes, Xometry expects to use any additional proceeds from the Offering to enter into additional capped call transactions and for working capital and other general corporate purposes, which may include additional repurchases of the 2027 notes from time to time following the Offering, and acquisitions of, or strategic investments in, complementary businesses, products, services or technologies. However, Xometry does not have agreements or commitments with respect to any such acquisition or strategic investment at this time. In connection with the pricing of the Notes, Xometry expects to enter into capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the 'Option Counterparties'). The capped call transactions will cover, subject to customary adjustments, the number of shares of Xometry's Class A common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to Xometry's Class A common stock upon any conversion of Notes and/or offset any cash payments Xometry is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the capped call transactions, Xometry expects the Option Counterparties or their respective affiliates will enter into various derivative transactions with respect to Xometry's Class A common stock and/or purchase shares of Xometry's Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. This activity could increase (or reduce the size of any decrease in) the market price of Xometry's Class A common stock or the Notes at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Xometry's Class A common stock and/or purchasing or selling Xometry's Class A common stock or other securities of Xometry in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes (and are likely to do so during the 40 trading day period beginning on the 41st scheduled trading day prior to the maturity date of the Notes, or, to the extent Xometry exercises the relevant election under the capped call transactions, following any repurchase, redemption or conversion of the Notes). This activity could also cause or avoid an increase or a decrease in the market price of Xometry's Class A common stock or the Notes which could affect a noteholder's ability to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of Notes, it could affect the number of shares, if any, and value of the consideration that a noteholder will receive upon conversion of its Notes. Xometry expects to use up to $25 million of the net proceeds from the Offering, together with cash on hand, if necessary, to repurchase shares of Xometry's Class A common stock from purchasers of the Notes in the Offering in privately negotiated transactions effected with or through one of the initial purchasers or one of its affiliates concurrently with the pricing of the Offering. Xometry expects to repurchase these shares at a purchase price per share equal to the last reported sale price per share of Xometry's Class A common stock on the date of pricing of the Offering. No assurance can be given as to how much, if any, of Xometry's Class A common stock will be repurchased or the terms on which it will be repurchased. These share repurchases could increase (or reduce the size of any decrease in) the market price of Xometry's Class A common stock prior to, concurrently with or shortly after the pricing of the Notes, and could result in a higher effective conversion price for the Notes. Xometry cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes in the Offering or Xometry's Class A common stock. The Offering is not contingent upon the repurchase of any of Xometry's Class A common stock. Xometry expects to use a portion of the net proceeds from the Offering, together with cash on hand, if necessary, to repurchase for cash a portion of its 2027 notes in privately negotiated transactions effected with or through one of the initial purchasers or one of its affiliates concurrently with the pricing of the Offering (each, a 'note repurchase transaction'). The terms of each note repurchase transaction will depend on several factors, including the market price of Xometry's Class A common stock and the trading price of the 2027 notes at the time of such note repurchases. No assurance can be given as to how much, if any of the 2027 notes will be repurchased or the terms on which they will be repurchased. Xometry may also repurchase additional outstanding 2027 notes following completion of the Offering. The Offering is not contingent upon the repurchase of the 2027 notes. In connection with any note repurchase transaction, Xometry expects that holders of the 2027 notes who agree to have their 2027 notes repurchased and who have hedged their equity price risk with respect to such 2027 notes (the 'hedged holders') will unwind all or part of their hedge positions by buying Xometry's Class A common stock and/or entering into or unwinding various derivative transactions with respect to Xometry's Class A common stock. The amount of Xometry's Class A common stock to be purchased by the hedged holders may be substantial in relation to the historic average daily trading volume of Xometry's Class A common stock. This activity by the hedged holders could increase (or reduce the size of any decrease in) the market price of Xometry's Class A common stock, including concurrently with the pricing of the Notes, resulting in a higher effective conversion price of the Notes. Xometry cannot predict the magnitude of such market activity or the overall effect it will have on the price of the Notes or Xometry's Class A common stock. The Notes and shares of Xometry's Class A common stock issuable upon conversion of the Notes, if any, have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. Forward-Looking Statements This press release contains 'forward-looking' statements that involve risks and uncertainties, including statements concerning the proposed terms of the Notes and the capped call transactions, the size of the proposed Offering of the Notes, the Class A common stock repurchase transactions, the note repurchase transactions, and the anticipated use of the net proceeds from the Offering. In some cases, you can identify forward-looking statements because they contain words such as 'may,' 'will,' 'should,' 'expect,' 'plan,' 'anticipate,' 'could,' 'would,' 'intend,' 'target,' 'project,' 'contemplate,' 'believe,' 'estimate,' 'predict,' 'potential' or 'continue' or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual events to differ materially from Xometry's plans, including those more fully described in our filings with the Securities and Exchange Commission ('SEC') from time to time, including our Annual Report on Form 10-K for the year ended December 31, 2024 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. All forward-looking statements in this press release are based on information available to Xometry and assumptions and beliefs as of the date hereof, and Xometry disclaims any obligation to update any forward-looking statements, except as required by law. About Xometry Xometry's (NASDAQ: XMTR) AI-powered marketplace, popular Thomasnet® industrial sourcing platform and suite of cloud-based services are rapidly digitizing the manufacturing industry. Xometry provides manufacturers the critical resources they need to grow their business and makes it easy for buyers to get the instant pricing and lead times to create locally resilient supply chains. Investor Contact: Shawn MilneVP Investor Media Contact: Lauran Cacciatori Global Corporate Communications Matthew Hutchison Global Corporate in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Business Insider
21-05-2025
- Business
- Business Insider
Southern Company prices upsized $1.45B convertible senior note offering
Southern Company (SO) announced the pricing of $1.45 billion in aggregate principal amount of its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, reflecting an upsize of $200 million over the previously announced offering size. Interest on the Convertible Notes will be paid semiannually at a rate of 3.25% per annum. The Convertible Notes will have an initial conversion rate of 8.8077 shares of Southern Company's common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $113.54 per share of common stock), representing an initial conversion premium of approximately 25% above the last reported sale price of Southern Company's common stock on May 20, 2025. Confident Investing Starts Here:
Yahoo
21-05-2025
- Business
- Yahoo
Southern Company announces upsize and pricing of $1.45 billion in aggregate principal amount of Series 2025A 3.25% Convertible Senior Notes due June 15, 2028
ATLANTA, May 20, 2025 /PRNewswire/ -- Southern Company (NYSE: SO) today announced the pricing of $1.45 billion in aggregate principal amount of its Series 2025A 3.25% Convertible Senior Notes due June 15, 2028 (the "Convertible Notes") in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), reflecting an upsize of $200 million over the previously announced offering size. In addition, Southern Company granted the initial purchasers of the Convertible Notes an option to purchase, for settlement within a period of 13 days from, and including, the date the Convertible Notes are first issued, up to an additional $200 million in aggregate principal amount of the Convertible Notes. The offering is expected to close on May 23, 2025, subject to customary closing conditions. Interest on the Convertible Notes will be paid semiannually at a rate of 3.25% per annum. The Convertible Notes will have an initial conversion rate of 8.8077 shares of Southern Company's common stock per $1,000 principal amount of the Convertible Notes (which is equal to an initial conversion price of approximately $113.54 per share of common stock), representing an initial conversion premium of approximately 25% above the last reported sale price of Southern Company's common stock on May 20, 2025. The conversion rate is subject to adjustment in certain circumstances. The Convertible Notes will mature on June 15, 2028, unless repurchased or converted in accordance with their terms prior to such date. Prior to March 15, 2028, the Convertible Notes will be convertible only upon the occurrence of certain events and during certain periods. Thereafter, the Convertible Notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, Southern Company will pay cash up to the aggregate principal amount of the Convertible Notes to be converted and pay or deliver, as the case may be, cash, shares of Southern Company's common stock, or a combination of cash and shares of common stock, at Southern Company's election, in respect of the remainder, if any, of Southern Company's conversion obligation in excess of the aggregate principal amount of the Convertible Notes being converted. Southern Company estimates that the net proceeds from this offering will be approximately $1.44 billion (or approximately $1.63 billion if the initial purchasers exercise their option to purchase additional Series 2025A Convertible Senior Notes in full), after deducting estimated initial purchasers' discounts and estimated offering expenses payable by Southern Company. Southern Company intends to use approximately $1.25 billion of the net proceeds from this offering to repurchase (i) approximately $781.6 million aggregate principal amount of its Series 2023A 3.875% Convertible Senior Notes due December 15, 2025 (the "Series 2023A Convertible Notes") and (ii) approximately $328.1 million aggregate principal amount of its Series 2024A 4.50% Convertible Senior Notes due June 15, 2027 (together with the Series 2023A Convertible Notes, the "Existing Convertible Notes"), in each case through individually negotiated transactions with a limited number of holders thereof (each, a "note repurchase transaction"), effected through one of the initial purchasers of the Convertible Notes or its affiliate. Southern Company intends to use the remaining net proceeds to repay all or a portion of its outstanding commercial paper borrowings and for other general corporate purposes, which may include investment in its subsidiaries. Contemporaneously with the pricing of the Convertible Notes, Southern Company entered into separate and privately negotiated transactions with a limited number of holders of the Existing Convertible Notes to use a portion of the proceeds of the offering to repurchase a portion of the Existing Convertible Notes, as described above, on terms negotiated with each such holder. The terms of each note repurchase transaction were individually negotiated with each such holder of the Existing Convertible Notes and depended on several factors, including the market price of Southern Company's common stock and the trading price of the applicable Existing Convertible Notes at the time of each such note repurchase. Southern Company may also repurchase outstanding Existing Convertible Notes following the completion of the offering of the Convertible Notes. No assurance can be given as to how much, if any, of the Existing Convertible Notes will be repurchased following the completion of the offering or the terms on which they will be repurchased. Southern Company expects that holders of the Existing Convertible Notes that sell their Existing Convertible Notes to Southern Company in any note repurchase transaction may enter into or unwind various derivatives with respect to Southern Company's common stock and/or purchase or sell shares of Southern Company's common stock in the market to hedge their exposure in connection with these transactions. In particular, Southern Company expects that many holders of the Existing Convertible Notes employ a convertible arbitrage strategy with respect to the Existing Convertible Notes and have a short position with respect to Southern Company's common stock that they would close, through purchases of Southern Company's common stock and/or the entry into or unwind of economically equivalent derivatives transactions with respect to Southern Company's common stock, in connection with Southern Company's repurchase of their Existing Convertible Notes for cash. This activity could increase (or reduce the size of any decrease in) the market price of Southern Company's common stock or the Convertible Notes at that time and could result in a higher effective conversion price for the Convertible Notes. This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful. The offer and sale of the Convertible Notes and the shares of common stock issuable upon conversion of the Convertible Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and the Convertible Notes and such shares of common stock may not be offered or sold without registration or an applicable exemption from registration requirements. About Southern Company Southern Company (NYSE: SO) is a leading energy provider serving 9 million customers across the Southeast and beyond through its family of companies. The company has electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company, a leading distributed energy distribution company with national capabilities, a fiber optics network and telecommunications services. Cautionary Notice Regarding Forward-Looking Statements Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking information includes, among other things, statements concerning the closing of the offering of the Convertible Notes, the expected use of proceeds from the offering and the note repurchase transactions. Southern Company cautions that there are certain factors that can cause actual results to differ materially from the forward-looking information that has been provided. The reader is cautioned not to put undue reliance on this forward-looking information, which is not a guarantee of future performance and is subject to a number of uncertainties and other factors, many of which are outside the control of Southern Company; accordingly, there can be no assurance that such suggested results will be realized. The following factors, in addition to those discussed in Southern Company's Annual Report on Form 10-K for the year ended December 31, 2024, Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and subsequent securities filings, could cause actual results to differ materially from management expectations as suggested by such forward-looking information: global and U.S. economic conditions, including impacts from geopolitical conflicts, recession, inflation, tariffs, interest rate fluctuations, and financial market conditions, and the results of financing efforts; access to capital markets and other financing sources; changes in Southern Company's credit ratings; and catastrophic events such as fires, earthquakes, explosions, floods, tornadoes, hurricanes and other storms, droughts, pandemic health events, political unrest, wars, or other similar occurrences. Southern Company expressly disclaims any obligation to update any forward‐looking information. 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Business Wire
19-05-2025
- Business
- Business Wire
Porch Group Announces Retirement of Majority of 2026 Unsecured Convertible Notes
SEATTLE--(BUSINESS WIRE)--Porch Group, Inc. ('Porch Group,' 'Porch' or 'the Company') (NASDAQ: PRCH), a new kind of homeowners insurance company, today announced a delevering transaction with the privately negotiated repurchase of $144.3 million aggregate principal amount of its 0.75% Convertible Senior Notes due 2026 (the '2026 Notes') and the concurrent pricing of a private offering of $134.0 million aggregate principal amount of newly issued 9.00% Convertible Senior Unsecured Notes due 2030 of the Company (the '2030 Notes'). These refinancing transactions (the 'Refinancing Transactions') are expected to close on May 27, 2025, subject to customary closing conditions. The 2030 Notes will be convertible into cash, shares of common stock of the Company ('common stock'), or a combination thereof, at Porch's election, at an initial conversion price representing an approximately 60% premium to the volume weighted average price (VWAP) of Porch's common stock for the three trading days immediately following May 19, 2025. The 2030 Notes are also redeemable at the option of the Company on or after November 20, 2026, if the last reported sale price of Porch's common stock has been at least 20% higher than the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period. If Porch is able to exercise this redemption option on November 20, 2026, only three full semi-annual interest payments will have been paid prior to such redemption. Following the closing of the Refinancing Transactions, Porch Group's outstanding debt will consist of the following: $29.4 million aggregate principal amount of the 0.75% Convertible Senior Unsecured Notes due 2026; $333.3 million aggregate principal amount of the 6.75% Convertible Senior Secured Notes due 2028 (which have a conversion price of approximately $25.00 per share); and $134.0 million aggregate principal amount of the 9.00% Convertible Senior Unsecured Notes due 2030. 'This transaction delevers the balance sheet, reduces our 2026 debt maturity from $174 million to $29 million, while securing a path toward our leverage targets, and in a manner that is expected to minimize dilution to shareholders,' said Shawn Tabak, Porch Group CFO. 'The approximately $4 million net cash proceeds from the Refinancing Transactions along with balance sheet cash gives the Company the ability to pay off the remaining 2026 Notes in cash.' The 2030 Notes will be senior unsecured obligations of the Company and will accrue interest at a rate of 9.00%, payable semi-annually in arrears on May 15 and November 15 of each year, beginning on November 15, 2025. The 2030 Notes will mature on May 15, 2030, unless earlier repurchased, redeemed or converted. Prior to the close of business on the business day immediately preceding February 15, 2030, the 2030 Notes will be convertible at the option of the holders only upon the satisfaction of certain conditions and during certain periods. Thereafter, until the close of business on the second scheduled trading day immediately preceding the maturity date, the 2030 Notes will be convertible at the option of the holders at any time regardless of these conditions. The 2030 Notes will be issued in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the 'Securities Act'), and, along with the shares of common stock issuable upon conversion of the 2030 Notes, will not be registered under the Securities Act or applicable state securities laws. Accordingly, the 2030 Notes and the shares of common stock issuable upon conversion of the 2030 Notes, if any, may not be offered, sold, pledged or otherwise transferred except to a qualified institutional buyer (within the meaning of Rule 144A under the Securities Act) or pursuant to an effective Securities Act registration statement or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. Goldman Sachs & Co. LLC served as exclusive placement agent for the 2030 Notes. Sidley Austin llp acted as legal advisor to Porch Group. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the 2030 Notes, the shares of common stock underlying the 2030 Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. About Porch Group Porch Group, Inc. ('Porch') is a new kind of homeowners insurance company. Porch's strategy to win in homeowners insurance is to deploy leading vertical software solutions in select home-related industries, provide the best services for homebuyers including important moving services, leverage unique data for advantaged underwriting, and provide more protection for policyholders. Forward-Looking Statements Certain statements in this release may be considered 'forward-looking statements' within the meaning of the 'safe harbor' provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events or Porch Group's future financial or operating performance. For example, statements regarding the expected closing of the Refinancing Transactions and the timing and use of net proceeds therefrom (including the repurchase of additional 2026 Notes), and other statements herein of management's beliefs, intentions or goals are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as 'may,' 'should,' 'expect,' 'intend,' 'will,' 'estimate,' 'anticipate,' 'believe,' 'predict,' 'potential,' 'target,' or 'continue,' or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by Porch and its management at the time they are made, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: risks related to the Refinancing Transactions, including the effect of the capital markets on the Refinancing Transactions and our ability to satisfy the closing conditions to the Refinancing Transactions, and other risks and uncertainties described in the 'Risk Factors' section of Porch's most recent Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent reports filed with the Securities and Exchange Commission (the 'SEC'), all of which are available on the SEC's website at Nothing in this release should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date of this release. Unless specifically indicated otherwise, the forward-looking statements in this release do not reflect the potential impact of any divestitures, mergers, acquisitions, or other business combinations that have not been completed as of the date of this release. Porch Group does not undertake any duty to update these forward-looking statements, whether as a result of changed circumstances, new information, future events or otherwise, except as may be required by law.
Business Wire
23-04-2025
- Business
- Business Wire
Helix Reports First Quarter 2025 Results
HOUSTON--(BUSINESS WIRE)--Helix Energy Solutions Group, Inc. ("Helix") (NYSE: HLX) reported net income of $3.1 million, or $0.02 per diluted share, for the first quarter 2025 compared to net income of $20.1 million, or $0.13 per diluted share, for the fourth quarter 2024 and a net loss of $26.3 million, or $(0.17) per diluted share, for the first quarter 2024. Net loss in the first quarter 2024 included a net pre-tax loss of approximately $20.9 million related to the redemption of our former Convertible Senior Notes due 2026 ('2026 Notes'). Helix reported adjusted EBITDA 1 of $52.0 million for the first quarter 2025 compared to $71.6 million for the fourth quarter 2024 and $47.0 million for the first quarter 2024. The table below summarizes our results of operations: 1 Adjusted EBITDA, Net Debt and Free Cash Flow are non-GAAP measures; see non-GAAP reconciliations below Expand Owen Kratz, President and Chief Executive Officer of Helix, stated, 'As expected, our first quarter was impacted by the seasonal slowdown in the North Sea and the Gulf of America shelf. In addition, we performed the planned regulatory dockings of several chartered vessels in our Robotics fleet and completed the docking and mobilization of the Q7000 for the Shell project in Brazil. Nonetheless, we delivered strong first quarter results with higher rates in our Well Intervention segment in Brazil and on our Q vessels. However, our first quarter has been overshadowed by the announcement of production increases by OPEC+, the announcement of U.S. tariffs and its impact on the global market, and the continuing challenges of the North Sea oil and gas market. The confluence of these events has caused a precipitous drop in commodity prices and created uncertainty for our customers and the global economy. As a result, we are seeing some operators pausing work, notably in the North Sea where the current regulatory environment was already challenging for offshore oil and gas production. In response to the new market environment, we are adjusting our operations to align with decreased activity, but with our strong balance sheet and backlog of contracted work, we nevertheless expect to generate meaningful free cash flow in 2025.' S egment Results Well Intervention Well Intervention revenues decreased $27.8 million, or 12%, during the first quarter 2025 compared to the prior quarter primarily due to seasonally lower utilization in the North Sea as well as a higher number of mobilization and docking days on the Q7000. Revenue decreases were offset partially by higher rates during the first quarter 2025. Utilization on the North Sea vessels declined to 17% during the first quarter 2025 from 38% during the prior quarter. During the first quarter 2025, following the vessel's mobilization and regulatory docking, the Q7000 commenced operations in Brazil and recognized six days of revenue compared to recognizing 36 days of revenue during the prior quarter. Revenues also decreased quarter over quarter due to the contract cancellation benefit of approximately $14.0 million recognized during the fourth quarter 2024. Revenue decreases were offset in part by higher revenues in Brazil on the Siem Helix 1, which recognized a full quarter of its contract extension with Trident that commenced during the prior quarter at higher rates and on the Siem Helix 2, which commenced its new contract with Petrobras early January 2025 at higher rates. Overall Well Intervention vessel utilization was 67% during the first quarter 2025 compared to 79% during the prior quarter. Well Intervention operating income decreased $9.1 million during the first quarter 2025 compared to the prior quarter. The decrease was due primarily to lower revenues, offset in part by higher cost deferrals on the Q7000 during its mobilization and regulatory docking during the first quarter 2025. Well Intervention revenues decreased $12.9 million, or 6%, during the first quarter 2025 compared to the first quarter 2024. The decrease was primarily due to lower utilization on the Seawell and the Q7000, offset in part by higher rates during the first quarter 2025. Revenues decreased on the Seawell, which was idle during the first quarter 2025 compared to being nearly fully utilized operating in the western Mediterranean during the first quarter 2024. Revenues on the Q7000 were lower due to the vessel recognizing only six days of revenue in Brazil during the first quarter 2025 compared to being fully utilized in Australia during the first quarter 2024. The Q7000 completed its mobilization and regulatory docking and commenced its 400-day contract in Brazil at the end of March 2025. During the first quarter 2025, the Q4000 generated higher integrated project revenues while the Q5000 worked at higher contracted rates compared to the first quarter 2024. Additionally during the first quarter 2025, the Siem Helix 1 operated at higher rates on its contract extension with Trident compared to the first quarter 2024 and the Siem Helix 2 operated at higher rates on its new contract with Petrobras that commenced early January 2025. Overall Well Intervention vessel utilization decreased to 67% during the first quarter 2025 compared to 90% during the first quarter 2024. Well Intervention operating income increased $1.3 million during the first quarter 2025 compared to the first quarter 2024 primarily due to lower idle vessel costs in the North Sea and cost deferrals on the Q7000 during its mobilization and regulatory docking, offset in part by lower revenues during the first quarter 2025. Robotics Robotics revenues decreased $30.6 million, or 37%, during the first quarter 2025 compared to the prior quarter. The decrease in revenues was due to seasonally lower vessel days and trenching and ROV utilization compared to the prior quarter. During the first quarter 2025, chartered vessel activity decreased to 244 days, or 67%, compared to 508 days, or 98%, and ROV and trencher utilization decreased to 51% compared to 64%, during the prior quarter. Integrated vessel trenching decreased to 135 days during the first quarter 2025 compared to 269 days during the prior quarter, whereas standalone trenching on third-party vessels increased to 90 days compared to 26 days quarter over quarter following the return of the Siem Topaz chartered vessel and transition of the T1400-1 trencher onto a third-party vessel. Site clearance operations using our IROV boulder grabs generated 21 days of utilization during the first quarter 2025 compared to 65 days during the prior quarter. Robotics operating income decreased $14.0 million during the first quarter 2025 compared to the prior quarter primarily due to lower revenues, offset in part by a reduction in vessel charter costs, during the first quarter 2025. Robotics revenues increased $0.7 million, or 1%, during the first quarter 2025 compared to the first quarter 2024. The increase in revenues was primarily due to increased trenching activities, offset in part by a reduction in other ROV and vessel utilization compared to the first quarter 2024. The first quarter 2025 included 135 integrated vessel trenching days and 90 days of trenching on a third-party vessel compared to 85 integrated vessel trenching days during the first quarter 2024. Chartered vessel activity decreased to 244 days, or 67%, during the first quarter 2025 compared to 333 days, or 74%, during the first quarter 2024. Overall ROV and trencher utilization decreased to 51% during the first quarter 2025 compared to 58% during the first quarter 2024. Robotics operating income decreased $0.1 million during the first quarter 2025. Shallow Water Abandonment Shallow Water Abandonment revenues decreased $20.9 million, or 55%, during the first quarter 2025 compared to the prior quarter. The decrease in revenues reflected seasonally lower vessel and system utilization during the first quarter 2025. Vessel utilization (excluding heavy lift) decreased to 31% during the first quarter 2025 compared to 65% during the prior quarter. Plug and Abandonment ('P&A') and Coiled Tubing ('CT') systems activity decreased to 264 days, or 11% utilization, during the first quarter 2025 compared to 416 days, or 17% utilization, during the prior quarter. The Epic Hedron heavy lift barge was idle during the first quarter 2025 compared to having 41% utilization during the prior quarter. Shallow Water Abandonment operating loss increased $8.0 million during the first quarter 2025 compared to the prior quarter primarily due to lower revenues, offset in part by lower costs during the first quarter 2025. Shallow Water Abandonment revenues decreased $10.0 million, or 37%, during the first quarter 2025 compared to the first quarter 2024 due to lower system and vessel utilization during the first quarter 2025. P&A and CT systems utilization decreased to 264 days, or 11%, during the first quarter 2025 compared to 626 days, or 26%, during the first quarter 2024. Vessel utilization (excluding heavy lift) was 31% during the first quarter 2025 compared to 44% during the first quarter 2024. The Epic Hedron heavy lift barge was idle during the first quarters of both 2024 and 2025. Shallow Water Abandonment operating loss increased $1.0 million during the first quarter 2025 compared to the first quarter 2024 primarily due to lower revenues offset in part by lower costs during the first quarter 2025. Production Facilities Production Facilities revenues increased $1.4 million, or 7%, during the first quarter 2025 compared to the prior quarter primarily due to higher oil and gas production from the Droshky wells, which had a full quarter of production during the first quarter 2025 but were shut in for one month during the prior quarter. Production Facilities operating income increased $1.4 million during the first quarter 2025 compared to the prior quarter primarily due to higher production revenues during the first quarter 2025. Production Facilities revenues decreased $4.3 million, or 18%, during the first quarter 2025 compared to the first quarter 2024 primarily due to lower oil and gas production and prices during the first quarter 2025. Oil and gas production during the first quarter 2025 did not include production from the Thunder Hawk wells, which were active during the first quarter 2024 but have been shut-in since the third quarter 2024. Production Facilities operating income increased $8.5 million during the first quarter 2025 compared to the first quarter 2024 primarily due to the incurrence of well workover costs related to the Thunder Hawk wells during the first quarter 2024. Selling, General and Administrative and Other Selling, General and Administrative Selling, general and administrative expenses were $19.4 million, or 7.0% of revenue, during the first quarter 2025 compared to $27.6 million, or 7.8% of revenue, during the prior quarter and $21.0 million, or 7.0% of revenue, during the first quarter 2024. The decrease in expenses during the first quarter 2025 was primarily due to lower compensation costs compared to the prior quarter and prior year. Other Income and Expenses Other expense, net was $0.4 million during the first quarter 2025 compared to $1.3 million during the prior quarter and $2.2 million during the first quarter 2024. Other expense, net in the first quarter 2025 primarily included net foreign currency losses related to the approximate 3% appreciation of the British pound during the quarter on net U.S. dollar cash balances in our U.K. subsidiaries. Other expense, net in the fourth and first quarters 2024 primarily included foreign currency losses related to the depreciation of the British pound of approximately 6% and 1%, respectively on net U.S. dollar liabilities in our U.K. subsidiaries. Cash Flows Operating cash flows were $16.4 million during the first quarter 2025 compared to $78.0 million during the prior quarter and $64.5 million during the first quarter 2024. First quarter 2025 operating cash flows decreased compared to the prior quarter primarily due to lower earnings and higher regulatory certification costs on our vessels and systems, which were primarily related to the dockings of the Q7000 and the Seawell during the first quarter 2025. First quarter 2025 operating cash flows decreased compared to the first quarter 2024 primarily due to higher regulatory certification costs on our vessels and systems and lower working capital inflows during the first quarter 2025. Regulatory certifications for our vessels and systems, which are included in operating cash flows, were $17.9 million during the first quarter 2025 compared to $6.1 million during the prior quarter and $9.6 million during the first quarter 2024. Capital expenditures, which are included in investing cash flows, totaled $4.5 million during the first quarter 2025 compared to $12.5 million during the prior quarter and $3.6 million during the first quarter 2024. Free Cash Flow was $12.0 million during the first quarter 2025 compared to $65.5 million during the prior quarter and $61.2 million during the first quarter 2024. The decrease in Free Cash Flow in the first quarter 2025 compared to the prior quarter and the first quarter 2024 was due primarily to lower operating cash flows during the first quarter 2025. (Free Cash Flow is a non-GAAP measure. See reconciliation below.) Financial Condition and Liquidity Cash and cash equivalents were $370.0 million at March 31, 2025. Available capacity under our ABL facility at March 31, 2025, was $62.7 million, and total liquidity was $404.7 million, excluding cash pledged toward our ABL facility. Consolidated long-term debt was $311.1 million at March 31, 2025, resulting in negative Net Debt of $58.9 million. (Net Debt is a non-GAAP measure. See reconciliation below.) * * * * * Conference Call Information Further details are provided in the presentation for Helix's quarterly teleconference to review its first quarter 2025 results (see the Investor Relations page of Helix's website, teleconference is scheduled for Thursday, April 24, 2025, at 9:00 a.m. Central Time. Investors and other interested parties wishing to participate in the teleconference should dial 1-888-596-4144 within the United States and 1-646-968-2525 outside the United States. The passcode is "Staffeldt." A live webcast of the teleconference will be available in a listen-only mode on the Investor Relations section of Helix's website. A replay of the webcast will be available on Helix's website shortly after the completion of the event. 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, robotics and decommissioning operations. Our services are key in supporting a global energy transition by maximizing production of existing oil and gas reserves, decommissioning end-of-life oil and gas fields and supporting renewable energy developments. For more information about Helix, please visit our website at Non-GAAP Financial Measures Management evaluates operating performance and financial condition using certain non-GAAP measures, primarily EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt. We define EBITDA as earnings before income taxes, net interest expense, net other income or expense, and depreciation and amortization expense. Non-cash impairment losses on goodwill and other long-lived assets are also added back if applicable. To arrive at our measure of Adjusted EBITDA, we exclude gains or losses on disposition of assets, acquisition and integration costs, gains or losses related to convertible senior notes, the change in fair value of contingent consideration, and the general provision (release) for current expected credit losses, if any. We define Free Cash Flow as cash flows from operating activities less capital expenditures, net of proceeds from asset sales and insurance recoveries (related to property and equipment), if any. Net Debt is calculated as long-term debt including current maturities of long-term debt less cash and cash equivalents and restricted cash. We use EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt to monitor and facilitate internal evaluation of the performance of our business operations, to facilitate external comparison of our business results to those of others in our industry, to analyze and evaluate financial and strategic planning decisions regarding future investments and acquisitions, to plan and evaluate operating budgets, and in certain cases, to report our results to the holders of our debt as required by our debt covenants. We believe that our measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt provide useful information to the public regarding our operating performance and ability to service debt and fund capital expenditures and may help our investors understand and compare our results to other companies that have different financing, capital and tax structures. Other companies may calculate their measures of EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt differently from the way we do, which may limit their usefulness as comparative measures. EBITDA, Adjusted EBITDA, Free Cash Flow and Net Debt should not be considered in isolation or as a substitute for, but instead are supplemental to, income from operations, net income, cash flows from operating activities, or other income or cash flow data prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions that are excluded from these measures. See reconciliation of the non-GAAP financial information presented in this press release to the most directly comparable financial information presented in accordance with GAAP. We have not provided reconciliations of forward-looking non-GAAP financial measures to comparable GAAP measures due to the challenges and impracticability with estimating some of the items without unreasonable effort, which amounts could be significant. 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 plans, strategies and objectives for future operations; any projections of financial items including projections as to guidance and other outlook information; future operations expenditures; our ability to enter into, renew and/or perform commercial contracts; the spot market; our current work continuing; visibility and future utilization; our protocols and plans; future economic or political conditions; energy transition or energy security; our spending and cost management efforts and our ability to manage changes; oil price volatility and its effects and results; our ability to identify, effect and integrate mergers, acquisitions, joint ventures or other transactions, including the integration of the Alliance acquisition and any subsequently identified legacy issues with respect thereto; developments; any financing transactions or arrangements or our ability to enter into such transactions or arrangements; our sustainability initiatives; our share repurchase program or execution; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause results to differ materially from those in the forward-looking statements, including but not limited to market conditions and the demand for our services; volatility of oil and natural gas prices; complexities of global political and economic developments, including tariffs; results from mergers, acquisitions, joint ventures or similar transactions; results from acquired properties; our ability to secure and realize backlog; the performance of contracts by customers, suppliers and other counterparties; actions by governmental and regulatory authorities; operating hazards and delays, which include delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; the effectiveness of our sustainability initiatives and disclosures; human capital management issues; geologic risks; and other risks described from time to time in our filings with the Securities and Exchange Commission ("SEC"), including our most recently filed Annual Report on Form 10-K, which are available free of charge on the SEC's website at We assume no obligation and do not intend to update these forward-looking statements, which speak only as of their respective dates, except as required by law. HELIX ENERGY SOLUTIONS GROUP, INC. Comparative Condensed Consolidated Statements of Cash Flows Three Months Ended (in thousands) 3/31/2025 3/31/2024 (unaudited) Cash flows from operating activities: Net income (loss) $ 3,072 $ (26,287 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation and amortization 42,482 46,353 Deferred recertification and dry dock costs (17,855 ) (9,594 ) Losses related to convertible senior notes - 20,922 Working capital and other (11,257 ) 33,090 Net cash provided by operating activities 16,442 64,484 Cash flows from investing activities: Capital expenditures (4,488 ) (3,605 ) Proceeds from insurance recoveries - 363 Net cash used in investing activities (4,488 ) (3,242 ) Cash flows from financing activities: Repayments of long-term debt (4,537 ) (65,021 ) Repurchases of common stock - (4,177 ) Other financing activities (6,538 ) (106 ) Net cash used in financing activities (11,075 ) (69,304 ) Effect of exchange rate changes on cash and cash equivalents 1,078 (280 ) Net increase (decrease) in cash and cash equivalents 1,957 (8,342 ) Cash and cash equivalents: Balance, beginning of year 368,030 332,191 Balance, end of period $ 369,987 $ 323,849 Reconciliation of Non-GAAP Measures Three Months Ended (in thousands, unaudited) 3/31/2025 3/31/2024 12/31/2024 Reconciliation from Net Income (Loss) to Adjusted EBITDA: Net income (loss) $ 3,072 $ (26,287 ) $ 20,121 Adjustments: Income tax provision (benefit) 453 (1,698 ) 3,880 Net interest expense 5,706 5,477 5,572 Other expense, net 357 2,216 1,275 Depreciation and amortization 42,482 46,353 40,564 EBITDA 52,070 26,061 71,412 Adjustments: Loss on disposition of assets, net - 150 429 General release of current expected credit losses (85 ) (143 ) (200 ) Losses related to convertible senior notes - 20,922 - Adjusted EBITDA $ 51,985 $ 46,990 $ 71,641 Free Cash Flow: Cash flows from operating activities $ 16,442 $ 64,484 $ 77,977 Less: Capital expenditures, net of proceeds from asset sales and insurance recoveries (4,488 ) (3,242 ) (12,523 ) Free Cash Flow $ 11,954 $ 61,242 $ 65,454 Net Debt: Long-term debt including current maturities $ 311,109 $ 318,164 $ 315,157 Less: Cash and cash equivalents (369,987 ) (323,849 ) (368,030 ) Net Debt $ (58,878 ) $ (5,685 ) $ (52,873 ) Expand
