HORNBECK OFFSHORE SERVICES, INC.
ANNUAL REPORT TO STOCKHOLDERS
For the Year Ended December 31, 2016
EXPLANATORY NOTE
This Annual Report to Stockholders of Hornbeck Offshore Services, Inc. (the "Company") for the year ended
December 31, 2016 includes the Company's previously filed Annual Report on Form 10-K for the year ended
December 31, 2016 as well as additional disclosures on the last page of this report that are required to be included
in annual reports to stockholders.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2016
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from to
Commission File Number 001-32108
Hornbeck Offshore Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
72-1375844
(I.R.S. Employer
Identification Number)
103 Northpark Boulevard, Suite 300
Covington, Louisiana 70433
(985) 727-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Name of exchange, on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes
No
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
The aggregate market value of the Common Stock held by non-affiliates computed by reference to the price at which the Common Stock
was last sold as of the last day of registrant’s most recently completed second fiscal quarter is $286,306,654.
The number of outstanding shares of Common Stock as of January 31, 2017 is 36,466,840 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive 2017 proxy statement, anticipated to be filed with the Securities and Exchange Commission within 120
days after the close of the Registrant’s fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K.
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
FORM 10-K
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
TABLE OF CONTENTS
PART I ...........................................................................................................................................................
Item 1—Business ..................................................................................................................................
Item 1A—Risk Factors ...........................................................................................................................
Item 1B—Unresolved Staff Comments ..................................................................................................
Item 2—Properties .................................................................................................................................
Item 3—Legal Proceedings ...................................................................................................................
Item 4—Mine Safety Disclosures ...........................................................................................................
PART II ..........................................................................................................................................................
Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities ...............................................................................................
Item 6—Selected Financial Data ...........................................................................................................
Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.....
Item 7A—Quantitative and Qualitative Disclosures About Market Risk .................................................
Item 8—Financial Statements and Supplementary Data .......................................................................
Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosures ..
Item 9A—Controls and Procedures .......................................................................................................
Item 9B—Other Information ...................................................................................................................
PART III .........................................................................................................................................................
Item 10—Directors, Executive Officers and Corporate Governance ......................................................
Item 11—Executive Compensation ........................................................................................................
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters ...............................................................................................................
Item 13—Certain Relationships and Related Transactions, and Director Independence ......................
Item 14—Principal Accounting Fees and Services ................................................................................
PART IV ........................................................................................................................................................
Item 15—Exhibits and Financial Statement Schedules .........................................................................
1
1
15
23
23
24
24
25
25
26
30
44
45
45
45
47
49
49
49
49
49
49
50
50
CONSOLIDATED FINANCIAL STATEMENTS ..............................................................................................
SIGNATURES ...............................................................................................................................................
EXHIBIT INDEX ............................................................................................................................................
F - 1
S - 1
E - 1
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Forward Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements,” as contemplated by the Private
Securities Litigation Reform Act of 1995, in which the Company discusses factors it believes may affect its
performance in the future. Forward-looking statements are all statements other than historical facts, such as
statements regarding assumptions, expectations, beliefs and projections about future events or conditions. You
can generally identify forward-looking statements by the appearance in such a statement of words like
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “remain,” “should,” “will,” or other comparable words or the negative of such
words. The accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events
or conditions that change over time and are thus susceptible to change based on actual experience, new
developments and known and unknown risks. The Company gives no assurance that the forward-looking
statements will prove to be correct and does not undertake any duty to update them. The Company’s actual
future results might differ from the forward-looking statements made in this Annual Report on Form 10-K for a
variety of reasons, including sustained low or further declines in oil and natural gas prices; continued weakness
in demand for the Company’s services through and beyond the maturity of any of the Company's long-term
debt; unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters,
vessel management contracts, or failures to finalize commitments to charter or manage vessels; sustained or
further reductions in capital spending budgets by customers; the inability to accurately predict vessel utilization
levels and dayrates; fewer than anticipated deepwater and ultra-deepwater drilling units operating in the GoM
or other regions where the Company operates; the effect of inconsistency by the United States government in
the pace of issuing drilling permits and plan approvals in the GoM or other drilling regions; the Company’s
inability to successfully complete the remainder of its current vessel newbuild program on-time and on-budget,
which involves the construction and integration of highly complex vessels and systems; the inability to
successfully market the vessels that the Company owns, is constructing or might acquire; the government's
cancellation or non-renewal of the management, operations and maintenance contracts for vessels; an oil spill
or other significant event in the United States or another offshore drilling region that could have a broad impact
on deepwater and other offshore energy exploration and production activities, such as the suspension of
activities or significant regulatory responses; the imposition of laws or regulations that result in reduced
exploration and production activities or that increase the Company’s operating costs or operating requirements;
environmental litigation that impacts customer plans or projects; disputes with customers; bureaucratic,
administrative or operating barriers that delay vessels in foreign markets from going on-hire or result in
contractual penalties or deductions imposed by foreign customers; industry risks; the impact stemming from
the reduction of Petrobras' announced plans for or administrative barriers to exploration and production
activities in Brazil; recent disruption in Mexican offshore activities; age or other restrictions imposed on our
vessels by customers; unanticipated difficulty in effectively competing in or operating in international markets;
less than anticipated subsea infrastructure and field development demand in the GoM and other markets
affecting our MPSVs; sustained vessel over capacity for existing demand levels in the markets in which the
Company competes; economic and geopolitical risks; weather-related risks; upon a return to improved
operating conditions, the shortage of or the inability to attract and retain qualified personnel, when needed,
including vessel personnel for active vessels or vessels the Company may reactivate or acquire; any success
in unionizing the Company's U.S. fleet personnel; regulatory risks; the repeal or administrative weakening of
the Jones Act or adverse changes in the interpretation of the Jones Act related to the U.S. citizenship
qualification; drydocking delays and cost overruns and related risks; vessel accidents, pollution incidents or
other events resulting in lost revenue, fines, penalties or other expenses that are unrecoverable from insurance
policies or other third parties; unexpected litigation and insurance expenses; fluctuations in foreign currency
valuations compared to the U.S. dollar and risks associated with expanded foreign operations, such as non-
compliance with or the unanticipated effect of tax laws, customs laws, immigration laws, or other legislation
that result in higher than anticipated tax rates or other costs; the inability to repatriate foreign-sourced earnings
and profits; or the inability of the Company to refinance or otherwise retire funded debt obligations that come
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due in 2019, 2020 and 2021. In addition, the Company’s future results may be impacted by adverse economic
conditions, such as inflation, deflation, or lack of liquidity in the capital markets, that may negatively affect it or
parties with whom it does business resulting in their non-payment or inability to perform obligations owed to the
Company, such as the failure of customers to fulfill their contractual obligations or the failure by individual
banks to provide funding under the Company’s credit agreement, if required. Further, the Company can give
no assurance regarding when and to what extent it will effect common stock or note repurchases. Should one
or more of the foregoing risks or uncertainties materialize in a way that negatively impacts the Company, or
should the Company’s underlying assumptions prove incorrect, the Company’s actual results may vary
materially from those anticipated in its forward-looking statements, and its business, financial condition and
results of operations could be materially and adversely affected and, if sufficiently severe, could result in
noncompliance with certain covenants of the Company's currently undrawn revolving credit facility. Additional
factors that you should consider are set forth in detail in the “Risk Factors” section of this Annual Report on
Form 10-K as well as other filings the Company has made and will make with the Securities and Exchange
Commission which, after their filing, can be found on the Company’s website, www.hornbeckoffshore.com.
The Company makes references to certain industry-related terms in this Annual Report on Form 10-K. A
glossary and definitions of such terms can be found in Item 9B—Other Information on page 47.
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ITEM 1—Business
COMPANY OVERVIEW
PART I
Hornbeck Offshore Services, Inc. was incorporated under the laws of the State of Delaware in 1997. In this Annual
Report on Form 10-K, references to “Company,” “we,” “us,” “our” or like terms refer to Hornbeck Offshore Services, Inc.
and its subsidiaries, except as otherwise indicated. Hornbeck Offshore Services, Inc. is a leading provider of marine
transportation, subsea installation and accommodation support services to exploration and production, oilfield service,
offshore construction and U.S. military customers. Since our establishment, we have primarily focused on providing
innovative technologically advanced marine solutions to meet the evolving needs of the deepwater and ultra-deepwater
energy industry in domestic and select foreign locations. Throughout our history, we have expanded our fleet of vessels
primarily through a series of new vessel construction programs, as well as through acquisitions of existing vessels. We
maintain our headquarters at 103 Northpark Boulevard, Suite 300, Covington, Louisiana, 70433; our telephone number is
(985) 727-2000.
We own and operate one of the youngest and largest fleets of U.S.-flagged, new generation OSVs and MPSVs. In
late 2011, we commenced our fifth OSV newbuild program, which also includes the construction of MPSVs. Since that
time, we have grown our new generation fleet from 51 OSVs and four MPSVs to 62 OSVs and eight MPSVs, after
accounting for the sale of five OSVs in 2014 and 2015. Upon completion of the last two vessels currently contracted to be
delivered under this newbuild program in 2018, our expected fleet will be comprised of 62 OSVs and ten MPSVs.
Together, these vessels support the deep-well, deepwater and ultra-deepwater activities of the offshore oil and gas
industry. Such activities include oil and gas exploration, field development, production, construction, installation, IRM, well-
stimulation and other enhanced oil recovery activities. We have also developed a specialized application of our new
generation OSVs for use by the U.S. military. Our new generation OSVs and MPSVs have enhanced capabilities that
allow us to more effectively support the premium drilling and installation equipment and facilities required for the offshore
deep-well, deepwater and ultra-deepwater energy industry. We are one of the top two operators of domestic high-spec
new generation OSVs and MPSVs and one of the top four operators of such equipment worldwide, based on DWT. Our
fleet is among the youngest in the industry, with a weighted-average age, based on DWT, of eight years.
While we have historically operated our vessels predominately in the U.S. GoM, we have diversified our market
presence and now operate in three core geographic markets: the GoM, Mexico and Brazil. In addition to our core
markets, we frequently operate in other foreign regions on a project or term charter basis. We have recently operated in
the Middle East, the Mediterranean Sea, the Black Sea and Latin America, including Nicaragua, Guyana, Trinidad and
Argentina. We have further diversified by providing specialized vessel solutions to non-oilfield customers, such as the
United States military as well as oceanographic research and other customers that utilize sophisticated marine platforms
in their operations. In addition, we have provided vessel management services for other vessel owners, such as crewing,
daily operational management and maintenance activities. We also operate a shore-base support facility located in Port
Fourchon, Louisiana. See "Item 2-Properties" for a listing of our shoreside support facilities.
Although all of our vessels are physically capable of operating in both domestic and international waters,
approximately 85% are qualified under Section 27 of the Merchant Marine Act of 1920, as amended, or the Jones Act, to
engage in the U.S. coastwise trade. The two remaining vessels being constructed under our fifth OSV newbuild program
will be eligible for Jones Act coastwise trading privileges. Foreign owned, flagged, built or crewed vessels are restricted in
their ability to conduct U.S. coastwise trade and are typically excluded from such trade in the GoM. Of the public
company OSV peer group, we own the largest fleet of Jones Act-qualified, new generation OSVs and MPSVs, which we
believe offers us a competitive advantage in the GoM. From time to time, we may elect to reflag certain of our vessels to
the flag of another nation. Since 2009, we have reflagged seven Jones Act-qualified OSVs to Mexican and other flags,
including one under Brazilian registry. Once a Jones Act-qualified vessel is reflagged or a new vessel is foreign flagged, it
permanently loses the right to engage in U.S. coastwise trade.
We intend to continue our efforts through up cycles and down cycles to maximize stockholder value through our
long-term return-oriented growth strategy. We will, as opportunities arise, acquire or construct additional vessels, as well
as divest certain assets that we consider to be non-core or otherwise not in line with our long-term strategy or prevailing
industry trends.
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DESCRIPTION OF OUR BUSINESS
The Deepwater Offshore Energy Industry
The modern quest to explore for and produce energy resources located offshore began in the 1940’s. While these
offshore operations began in shallow waters, relatively close to shore, technological advances have permitted them to
migrate to ever deeper waters and well depths. Until the late 1970's, most offshore activity was technologically and
logistically restricted to that which was accessible on the continental shelf, or waters of up to about 500 feet of depth.
Since that time, a number of advances have opened drilling regions in deepwater. The initial push into deeper waters was
facilitated through the development of “floating” drilling units that could be positioned over a drilling site without being fixed
to the seafloor. Petrobras pioneered these techniques in Brazil beginning in the late 1970’s as it lacked an accessible
“shallow water” continental shelf. The first deepwater project in the United States Gulf of Mexico was completed in 1993 in
nearly 3,000 feet of water by Shell Oil Company. That Shell facility produced a then unheard of 46,000 barrels per day
from a reservoir tapped at 25,000 feet. Today, exploration and production activities have pushed into the ultra-deepwater,
where wells are routinely drilled in water depths of more than 8,000 feet, the deepest having been drilled in approximately
10,000 feet of water.
In addition to the ability to operate in very deepwater, technological advances have also allowed hydrocarbon
resources to be detected, drilled for and produced at extreme well depths. “Pre-salt” discoveries in Brazil are being drilled
and produced in waters exceeding 5,000 feet and at well depths of more than 35,000 feet. In 2014, Chevron announced
first oil from its Jack/St. Malo facility in the GoM, which is expected to produce previously undetectable lower tertiary
hydrocarbons at a rate of 94,000 barrels per day from deposits more than 20,000 feet below the seabed situated in 7,000
feet of water. In addition to contending with extreme deepwater and deep well depths, these projects present challenges
involving high temperatures and pressures within reservoirs and the associated difficulties of safely bringing those
resources to the surface and then transporting them to shoreside locations. Despite these challenges, today deepwater
production accounts for approximately 80% percent of all offshore production in the United States. The GoM production is
expected to account for 18% and 21% of total forecast U.S. crude oil production in 2016 and 2017.
Deepwater Regions
The energy industry has had success in many deepwater regions throughout the world. Deepwater drilling efforts
are underway in the Mediterranean Sea, the Indian Ocean and Asia. However, the so-called “golden triangle” of
deepwater activity is comprised of deposits found offshore West Africa, the Eastern coast of South America - dominated
by Brazil and more recently, Guyana - and the GoM. Our core markets are the U.S. GoM, Mexico and Brazil.
As large international oil companies were pushed out of participating in many regions of the world by national oil
companies intent upon retaining for themselves the economic benefits of national exploitation, the deepwater GoM grew
in significance. The deepwater GoM is among the most abundant hydrocarbon regions in the world. Political stability in the
United States and accessibility of deepwater lease blocks allows major oil companies to plan, execute and finance the
significant long-term commitments that deepwater success requires. While the scale and complexity associated with
deepwater projects is considerable, the significant size of the resource discoveries allows companies to replenish
reserves on a large scale from relatively few projects. Unlike most on-shore exploration and production projects,
deepwater projects require long-lead times to plan and execute, but also enjoy long production lives once online. For
instance, the first exploratory wells at the Jack/St. Malo fields were drilled in 2003 and 2004 and first oil was not produced
until 2014. Now online, Chevron projects that the Jack/St. Malo fields are expected to produce an estimated 500 million
oil equivalent barrels over 30 years. Consequently, short term fluctuations in oil and gas prices typically do not have the
same impact on sanctioned deepwater projects as such fluctuations may have on other on-shore and continental shelf
projects. As a result of the severity and length of current on-going commodity price declines, some previously sanctioned
deepwater projects have, nevertheless, been deferred and the pace of newly sanctioned projects in the deepwater GoM
has slowed considerably since 2015.
Emerging opportunities for the deepwater offshore energy industry are presented by recent changes in Mexico and
Brazil, two of our core markets, which have both recently expanded access to their deepwater regions to foreign
operators. In December 2013, the Mexican congress ended PEMEX's 75 year-old monopoly on drilling activities in
Mexico and voted in favor of allowing the government to grant contracts and licenses for exploration and production of oil
and gas to foreign firms, which previously had been prohibited under Mexico’s constitution. During 2015, Mexico hosted
the first two auctions for offshore oil and natural gas blocks allowed by the energy reforms. Drilling activities pursuant to
these auctions will commence in 2017. In December 2016, Mexico conducted its first ever deepwater auctions, which
drew bids from several major integrated oil companies on 10 deepwater opportunities. Eight blocks were awarded to
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companies including Exxon, CNOOC, Murphy Oil Company, Total, BHP and Chevron. Mexican officials have indicated
their intention to proceed with additional deepwater auctions in 2017 and 2018.
Brazil, through its state-owned national oil company, Petrobras, has been a pioneer in deepwater drilling and remains
a dominant player in the global deepwater energy industry. Petrobras claims approximately 13.3 billion barrels of proven
deepwater and ultra-deepwater resources, the vast majority of which are located in pre-salt formations, which were the
driving force behind an ambitious national plan to dramatically increase production by 2021 to 3.4 million barrels per day.
These plans were sidelined by declines in the price of oil combined with a wide reaching corruption probe involving
Petobras. In light of these difficulties being experienced by Petrobras, in 2016, the Brazilian Congress determined to re-
open the vast Brazilian pre-salt regions to foreign operators.
The Subsea Oilfield
Deepwater successes have driven further innovation around the infrastructure required to produce and transport
ashore the abundant resources that have been discovered. In shallower regions, once hydrocarbons are discovered, they
are typically produced by installing a fixed platform over the well site onto which are installed all of the equipment and
infrastructure necessary to produce the hydrocarbons and move them ashore through pipelines. Platforms also provide a
locale from which well maintenance and similar activities can be performed. The size, pressures, temperatures and water
depths of deepwater hydrocarbon deposits require enormous amounts of infrastructure to develop, produce and maintain
their wells. These challenges have pushed the development of technologies to allow infrastructure to be placed directly
onto the seafloor, as opposed to a fixed platform. The process of building out this subsea oilfield requires the use of
vessels to transport infrastructure to location, install infrastructure to subsea points and inspect, repair and maintain it all
over the multi-decade life of the field. When hydrocarbons are brought to the surface, they are brought from multiple
subsea locations through pipelines to a single deepwater floating "top-side" production facility. These "top-side"
production facilities take years to design, engineer, transport, install and, often, cost billions of dollars and represent a
significant source of demand for vessel services during their installation and commissioning. More recently, deepwater
producers have capitalized on their existing deepwater infrastructure to gain efficiencies through the use of so-called "tie-
backs". A tie-back allows a deepwater well to be produced without having to install a new top-side facility by "tying the
well back" to an existing top-side facility accessible to the well location. Tie-backs require the installation of subsea
infrastructure to connect the well to the remote "top-side" facility.
Depiction of a GoM Subsea Deepwater Oilfield
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OSVs
OSVs primarily serve exploratory and developmental drilling rigs and production facilities and support offshore and
subsea construction, installation, IRM and decommissioning activities. OSVs differ from other ships primarily due to their
cargo-carrying flexibility and capacity. In addition to transporting deck cargo, such as pipe or drummed material and
equipment, OSVs also transport liquid mud, potable and drilling water, diesel fuel, dry bulk cement and personnel between
shore bases and offshore rigs and production facilities. Deepwater environments require OSVs with capabilities that allow
them to more effectively support drilling and related subsea construction projects that occur far from shore, in deepwater
and increasingly at extreme well depths. In order to best serve these projects, we have designed our various classes of
new generation vessels in a manner that seeks to maximize their liquid mud and dry bulk cement capacities, as well as
their larger areas of open deck space. Deepwater operations also require vessels having dynamic positioning, or
anchorless station-keeping capability, driven primarily by safety concerns that preclude vessels from physically mooring to
floating deepwater installations. DP systems have experienced steady increases in technology over time with the highest
DP rating currently being DP-3. The number following the DP notation generally indicates the degree of redundancy built
into the vessel’s systems and the range of usefulness of the vessel in deepwater construction and subsea operations.
Higher numbers represent greater DP capabilities. Today, deepwater drilling operations in the GoM overwhelmingly prefer
a DP-2 notation and a vessel with 2,500 DWT capacity or greater. We consider these vessels to be high-spec new
generation OSVs. Currently, 54 of our vessels are DP-2 and two are DP-3. The two remaining MPSVs contracted to be
constructed under our fifth OSV newbuild program are expected to be DP-2. Ultra-deepwater projects, which occur in
waters of greater than 5,000 feet, are driving a need for DP-2 vessels with very large capacities. The distance of these
projects from shore, together with their water and well depths dictate the use of massive volumes of bulk drilling materials
and related supplies. The OSVs that have been delivered as part of our fifth OSV newbuild program are among the
largest in the world. With DWT capacities of 5,500 DWT to 6,200 DWT, we believe these ultra high-spec vessels provide
our ultra-deepwater drilling customers vessel solutions that help them to maximize efficiencies and improve the logistical
challenges prevalent in their projects.
Vessels that do not carry a DP-2 notation or have less than 2,500 DWT capacity typically operate in more shallow
U.S. waters or in foreign locations in which DP-2 has not yet emerged as the dominant standard. Currently, 18 of our
vessels are low-spec, comprising 13% of our fleet by DWT. The remaining 87% of our fleet is considered high-spec,
including roughly 60% of our overall fleet that is ultra high-spec.
MPSVs
Two ultra high-spec HOSMAX OSVs
MPSVs also support the deepwater activities of the energy industry. MPSVs are distinguished from OSVs in that
they are more specialized and often significantly larger vessels that are principally used for IRM activities, such as the
subsea installation of well heads, risers, jumpers, umbilicals and other equipment placed on the seafloor. MPSVs are also
utilized in connection with the setting of pipelines, the commissioning and de-commissioning of offshore facilities, the
maintenance and/or repair of subsea equipment and the intervention of such wells, well testing and flow-back operations
and other sophisticated deepwater operations. To perform these various functions, MPSVs are or can be equipped with a
variety of lifting and deployment systems, including large capacity cranes, winches or reel systems, well intervention
equipment, ROVs and accommodation facilities. The typical MPSV is outfitted with one or more deepwater cranes
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employing active heave compensation technology, one or more ROVs and expansive accommodations for the offshore
crew, including customer personnel. MPSVs can also be outfitted as a flotel to provide accommodations to large numbers
of offshore construction and technical personnel involved in large-scale offshore projects, such as the commissioning of a
floating offshore production facility. When in a flotel mode, the MPSV provides living quarters for personnel, catering,
laundry, medical services, recreational facilities and offices. In addition, flotels coordinate and help to provide the facilities
necessary for the offshore workers being accommodated to safely move from the vessel to other offshore structures being
supported through the use of articulated gangways that allow personnel to "walk to work." Generally, MPSVs command
higher day rates than OSVs due to their significantly larger relative size and versatility, as well as higher construction and
operating costs.
370 class MPSVs
We have devised MPSVs that, in addition to the array of services described above, are also capable of being utilized
to transport deck or bulk cargoes in capacities exceeding most other new generation OSVs. We own and operate two
proprietary 370 class DP-2 new generation MPSVs with such capabilities. These MPSVs have approximately double the
deadweight and three times the liquid mud barrel-capacity of one of our 265 class new generation OSVs and more than
four times the liquid mud barrel-capacity of one of our 240 class new generation OSVs. Moreover, with their large tanks,
these MPSVs have assisted in large volume deepwater well testing and flow-back operations, as well as supporting large
drilling operations in remote or harsh conditions. Both of our 370 class MPSVs have certifications by the USCG that
permit Jones Act-qualified operations as a supply vessel, industrial/construction vessel and as a petroleum and chemical
tanker under subchapters “L”, “I”, “D”, and “O”, respectively. We believe that these vessels are not only the largest supply
vessels in the world, but are also the only vessels in the world to have received all four of these certifications.
400 class and 310 class MPSVs
Until recently, due to a lack of Jones Act-qualified MPSVs, many customers would charter an OSV to carry
equipment to location, which was then installed by a foreign flag MPSV. By eliminating the need for two vessels, we
believe our customers will improve efficiencies and mitigate operational risks. Our Jones Act-qualified MPSVs are
equipped with a heave-compensated knuckle-boom crane, helideck, accommodations for approximately 90-100 persons
and are suitable for two or more work-class ROVs. Moreover, our Jones Act-qualified MPSVs are also equipped with
below-deck cargo tanks, allowing them to expand their mission utility to include services more typically provided by OSVs.
In February 2016, we announced upgrades to the four remaining MPSVs under construction in our ongoing newbuild
program. The modifications to the first two MPSVs, which were delivered in the third quarter of 2016, increased the
berthing capacity, expanded the cargo-carrying capabilities and expanded the work area for ROVs. The modifications to
the other two MPSVs will include the addition of a 60-foot mid-body plug, installation of an additional crane, increased
berthing capacity, expanded cargo-carrying capacities and expanded work areas for ROVs. These two 400 class MPSVs
are scheduled to be delivered in the first and third quarters of 2018. Because all four of these MPSVs are Jones Act-
qualified, we expect that they will enable our customers to transport equipment from shore to the installation site to be
installed by the MPSV without needing to use a second (domestic) vessel for transport like foreign-flagged MPSVs are
required to do. We believe that, once delivered, the 400 class MPSVs will be the largest and most capable Jones Act-
qualified MPSVs available in the market.
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Rendering of Planned HOS 400' Class MPSV
In April 2015, we also outfitted one of our 310 class OSVs that was placed in service under our ongoing newbuild
program as a 310 class MPSV in flotel configuration. This U.S.-flagged, Jones Act-qualified MPSV includes a 35-ton
knuckle-boom crane, a motion-compensated gangway and accommodations for 194 persons. Being Jones Act-qualified
gives it mission flexibility that foreign flag flotels lack in the GoM.
430 class
We also operate the HOS Iron Horse and HOS Achiever, which are 430 class DP-3 new generation MPSVs. A DP-3
notation requires greater vessel and ship-system redundancies. DP-3 systems also include separate vessel
compartments with fire-retardant walls for generators, prime movers, switchboards and most other DP components.
These 430 class MPSVs are designed to handle a variety of global offshore energy applications, many of which are not
dependent on the exploratory rig count. They are excellent platforms for those specialty services described above for our
400 and 310 class MPSVs with the exception of handling liquid cargoes. The HOS Iron Horse and the HOS Achiever are
not U.S.-flagged vessels, however, they can engage in certain legally permissible operations in the U.S. that do not
constitute coastwise trade. The HOS Achiever is currently configured as a flotel with accommodations for up to 270
personnel onboard, including the vessel's marine crew, hotel and catering staff. These accommodations allow this vessel
to support the commissioning of deepwater installations around the world. Because flotel services do not typically involve
the transportation of passengers, foreign-flag vessels, such as our 430 class MPSVs, can provide this service in the U.S.
We believe that our reputation for safety and technologically superior vessels, combined with our size and scale in
certain core markets relative to our public company OSV peer group, enhance our ability to compete for work awarded by
major oil companies, independent oil companies, national oil companies and the U.S. government, who are among our
primary customers. These customers demand a high level of safety and technological advancements to meet the more
stringent regulatory standards in the GoM. As our customers’ needs and requirements become more demanding, we
expect that smaller vessel operators may struggle to meet these standards.
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Table of Contents
The following table provides information, as of February 15, 2017, regarding our owned fleet of 62 new generation
OSVs, eight MPSVs and two MPSVs yet to be delivered under our fifth OSV newbuild program, as well as our managed
fleet of four new generation OSVs that serve the U.S. Navy.
Our Vessels
Name
Design
Current
Service
Function
Current
Location
In-Service
Date
Deadweight
(long tons)
Liquid Mud
Capacity
(barrels)
Total
Horsepower
DP
Class(1)
OWNED VESSELS:
MPSVs
HOS Iron Horse .............................
HOS Achiever................................
HOS Warhorse ..............................
HOS Wild Horse ............................
HOS Centerline .............................
HOS Strongline .............................
HOS Bayou ...................................
HOS Warland ................................
HOS Woodland .............................
HOS Riverbend .............................
OSVs
300 class (Over 5,000 DWT)
HOS Commander ..........................
HOS Carolina ................................
HOS Claymore ..............................
HOS Captain .................................
HOS Clearview ..............................
HOS Crockett ................................
HOS Caledonia .............................
HOS Crestview ..............................
HOS Cedar Ridge .........................
HOS Carousel ...............................
HOS Black Foot.............................
HOS Black Rock............................
HOS Black Watch..........................
HOS Brass Ring ............................
HOS Briarwood .............................
HOS Red Dawn .............................
HOS Red Rock ..............................
HOS Renaissance .........................
HOS Coral .....................................
280 class (3,500 to 5,000 DWT)
HOS Ridgewind .............................
HOS Brimstone .............................
HOS Stormridge ............................
HOS Sandstorm ............................
240 class (2,500 to 3,500 DWT)
HOS Saylor ...................................
HOS Navegante ............................
HOS Resolution.............................
HOS Mystique ...............................
HOS Pinnacle ................................
HOS Windancer ............................
HOS Wildwing ...............................
HOS Bluewater..............................
HOS Gemstone .............................
HOS Greystone .............................
HOS Silverstar...............................
HOS Polestar ................................
HOS Shooting Star ........................
HOS North Star .............................
HOS Lode Star ..............................
HOS Silver Arrow ..........................
HOS Sweet Water .........................
430
430
400ES
400ES
370
370
310
310ES
310ES
300
Multi-Purpose (FF)
Stacked (FF)
Multi-Purpose
Multi-Purpose
Multi-Purpose
Multi-Purpose
Multi-Purpose
Multi-Purpose
Multi-Purpose
Stacked
320
320
320
320
320
320
320
320
320
320
310
310
310
310
310
300
300
300
290
265
265
265
265
240
240
250 EDF
250 EDF
250 EDF
250 EDF
250 EDF
240 ED
240 ED
240 ED
240 ED
240 ED
240 ED
240 ED
240 ED
240 ED
240 ED
Supply
Supply
Supply
Supply
Stacked
Supply
Supply
Stacked
Supply
Stacked
Supply
Stacked
Supply
Supply (FF)
Stacked
Supply
Supply
Supply
Supply
Supply
Stacked
Stacked
Stacked
Stacked (FF)
Stacked (FF)
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Supply
Stacked
Nov 2009
Oct 2008
1Q2018 est.(2)
3Q2018 est.(2)
Mar 2009
Mar 2010
Dec 2014
Aug 2016
Sep 2016
Feb 2014
5,908
5,096
6,200 est
6,200 est.
7,903
7,881
5,189
4,997
5,067
4,529
n/a
n/a
14,100 est.
14,100 est.
30,962
30,962
20,981
19,120
19,120
16,938
8,050
8,050
9,000 est.
9,000 est.
6,000
6,000
7,300
9,000
9,000
7,300
Nov 2013
Feb 2014
Mar 2014
Jul 2014
Aug 2014
Dec 2014
Jan 2015
Feb 2015
Nov 2015
Jun 2015
Jul 2014
Aug 2014
Oct 2014
Jan 2016
Jan 2016
Jun 2013
Oct 2013
Nov 2013
Mar 2009
Nov 2001
Jun 2002
Aug 2002
Oct 2002
Oct 1999
Jan 2000
Oct 2008
Jan 2009
Feb 2010
May 2010
Sept 2010
Mar 2003
Jun 2003
Sep 2003
Jan 2004
May 2008
Jul 2008
Nov 2008
Feb 2009
Oct 2009
Dec 2009
6,046
6,059
6,042
6,051
6,053
6,047
6,066
6,052
6,046
6,059
6,055
6,055
6,055
5,633
5,350
5,407
5,407
5,407
5,609
2,928
3,718
3,659
3,659
2,774
3,289
2,751
2,333
2,707
2,724
2,707
2,754
2,758
2,754
2,762
2,752
2,728
2,749
2,746
2,666
2,707
20,911
20,911
20,911
20,911
20,911
20,911
20,911
20,911
20,911
20,911
21,417
21,417
21,417
21,417
21,417
20,846
20,846
20,846
15,212
9,414
10,350
10,350
10,336
n/a
4,450
8,240
8,300
8,240
8,240
8,240
8,270
8,270
8,270
8,270
8,270
8,270
8,270
8,270
8,270
8,270
6,008
6,008
6,008
6,008
6,008
6,008
6,008
6,008
6,008
6,008
7,300
7,300
7,300
6,700
6,700
6,700
6,700
6,700
6,140
6,780
6,780
6,780
6,780
7,844
7,844
6,000
5,586
6,000
6,000
6,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
DP-3
DP-3
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-1
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
Latin America
GoM
TBD
TBD
GoM
GoM
GoM
GoM
GoM
GoM
Latin America
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
Latin America
GoM
GoM
GoM
GoM
GoM
Middle East
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
GoM
Other U.S.
GoM
7
Table of Contents
Name
HOS Beignet ....................................
HOS Boudin .....................................
HOS Bourre' .....................................
HOS Coquille....................................
HOS Cayenne ..................................
HOS Chicory.....................................
200 class (1,500 to 2,500 DWT)
HOS Innovator..................................
HOS Dominator ................................
HOS Deepwater ...............................
HOS Cornerstone .............................
HOS Beaufort ...................................
HOS Hawke......................................
HOS Douglas....................................
HOS Nome .......................................
HOS Crossfire ..................................
HOS Super H....................................
HOS Brigadoon ................................
HOS Thunderfoot .............................
HOS Dakota .....................................
HOS Explorer ...................................
HOS Voyager....................................
HOS Pioneer ....................................
MANAGED VESSELS:
240 class (2,500 to 3,500 DWT)
Black Powder....................................
Westwind ..........................................
Eagleview .........................................
Arrowhead ........................................
FF—foreign-flagged
TBD—to be determined
Current
Service
Function
Current
Location
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Military
Stacked (FF)
Stacked
Stacked
Stacked (FF)
Stacked
Stacked
Stacked (FF)
Stacked
Stacked (FF)
Supply (FF)
Stacked (FF)
Stacked
Stacked
Stacked
GoM
GoM
GoM
GoM
GoM
GoM
GoM
Other U.S.
Mexico
GoM
GoM
GoM
GoM
GoM
Mexico
GoM
Mexico
Mexico
Mexico
GoM
GoM
GoM
Design
S240 E
S240 E
S240 E
S240 E
S240 E
S240 E
240 E
240 E
240
240
S200
S200
S200
S200
200
200
200
200
200
220
220
220
In-Service
Date
May 2013(3)
May 2013(3)
Sep 2013(3)
Sep 2013(3)
Nov 2013(3)
Nov 2013(3)
Apr 2001
Feb 2002
Nov 1999
Mar 2000
Mar 1999
Jul 1999
Apr 2000
Aug 2000
Nov 1998
Jan 1999
Mar 1999
May 1999
Jun 1999
Feb 1999
May 1998
Jun 2000
250 EDF
250 EDF
250 EDF
250 EDF
Military
Military
Military
Military
Other U.S.
Other U.S.
Other U.S.
Other U.S.
Jun 2009
Jun 2009
Oct 2009
Jan 2009
Deadweight
(long tons)
Liquid Mud
Capacity
(barrels)
Total
Horsepower
DP
Class(1)
2,772
2,715
2,772
2,742
2,772
2,731
2,036
2,054
2,259
2,259
2,246
1,767
2,246
2,246
1,780
1,764
1,767
1,677
1,780
1,625
1,625
1,630
2,900
2,900
2,900
2,900
8,000
8,000
8,000
8,000
8,000
8,000
6,290
6,400
4,470
6,280
4,120
4,100
4,120
4,120
2,714
3,590
3,590
3,600
2,714
3,050
3,050
3,050
8,300
8,300
8,300
8,300
4,000
4,000
4,000
4,000
4,000
4,000
4,520
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
4,000
3,900
3,900
4,000
6,000
6,000
6,000
6,000
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-2
DP-1
DP-2
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-1
DP-2
DP-2
DP-2
DP-2
(1)
(2)
(3)
“DP-1,” “DP-2” and “DP-3” mean various classifications, or equivalent, of dynamic positioning systems on new generation vessels to automatically maintain a vessel’s
position and heading through anchor-less station keeping.
These vessels are currently being constructed under our fifth OSV newbuild construction program with anticipated in-service dates during 2018.
These six vessels were converted into 240 class DP-2 OSVs as part of our 200 class OSV retrofit program in 2013. They were originally constructed and placed in
service in their prior Super 200 class DP-1 configuration in 1999 or 2000 and were acquired by us in August 2007.
We own long-term lease rights to two adjacent shore-base facilities located in Port Fourchon, Louisiana, named
HOS Port. Port Fourchon’s proximity to the deepwater GoM provides a strategic logistical advantage for servicing drilling
rigs, production facilities and other offshore installations and sites. We also utilize HOS Port as a shoreside facility for
performing vessel maintenance, outfitting and other in-the-water shipyard activities. Developed as a multi-use facility, Port
Fourchon has historically been a land base for offshore oil support services and the Louisiana Offshore Oil Port, or LOOP.
According to industry sources, Port Fourchon services nearly all deepwater rigs and almost half of all shallow water rigs in
the GoM. The HOS Port facility has approximately two years remaining on its current leases and three additional five-
year renewal options on each parcel. The combined acreage of HOS Port is approximately 60 acres with total waterfront
bulkhead of nearly 3,000 linear feet. HOS Port not only supports our existing fleet and customers’ deepwater logistics
requirements, but it underscores our long-term commitment to and our long-term outlook for the deepwater GoM.
Principal Markets
OSVs and MPSVs operate worldwide, but are generally concentrated in relatively few offshore regions with high
levels of exploration and development activity, such as the GoM, the North Sea, Southeast Asia, West Africa, Latin
America, and the Middle East. Our core geographic markets are the GoM, Mexico and Brazil. In these markets we
provide services to several major integrated oil companies as well as mid-size and large independent oil companies with
deepwater and ultra-deepwater activities and to national oil companies such as PEMEX and Petrobras. We also
occasionally operate in select international markets, which have included the rest of Latin America, West Africa, the
Mediterranean Sea, the Black Sea and the Caribbean basin. We are often subcontracted by other oilfield service
companies, both in the GoM and internationally, to provide a new generation fleet that enables them to render offshore
oilfield services, such as well stimulation or other enhanced oil recovery activities, diving and ROV operations,
construction, installation, inspection, maintenance, repair and decommissioning services. We also provide a specialized
application of our new generation OSVs for use by the United States military.
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Table of Contents
While there is some vessel migration between regions, key factors such as mobilization costs, vessel suitability and
government statutes prohibiting foreign-flagged vessels from operating in certain waters, or coastwise cabotage laws such
as the Jones Act, can limit the migration of OSVs. Because some MPSVs are generally utilized for non-cargo operations,
they are less limited by cabotage laws. Demand for OSVs, as evidenced by dayrates and utilization rates, is primarily
related to offshore oil and natural gas exploration, development and production activity. Such activity is influenced by a
number of factors, including the actual and forecasted price of oil and natural gas, the level of drilling permit activity,
capital budgets of offshore exploration and production companies, and repair and maintenance needs in the deepwater
oilfield.
Offshore exploration and production activities are increasingly focused on deep wells (as defined by total well depth
rather than water depth), whether on the Outer Continental Shelf or in the deepwater or ultra-deepwater. These types of
wells require high-specification equipment, which has driven the recent and nearly completed newbuild cycle for drilling
rigs and for OSVs. There were 47 floating rigs under construction or on order on February 15, 2017 and, as of that date,
there were options outstanding to build 10 additional floating rigs. In addition, on that date, there were 102 high-spec
jack-up rigs under construction or on order worldwide, and there were options outstanding to build 14 additional high-spec
jack-up rigs. Most, if not all, of these rigs were ordered prior to the downturn in oil prices that has persisted since late
2014. Consequently, the market for deepwater drilling rigs is expected to be over-supplied for the forseeable future. This
oversupply of rigs may drive down the cost of contracting a drilling rig, with the result that more rigs are employed, which
could positively impact utilization of supply vessels. Each drilling rig working on deep-well projects typically requires more
than one OSV to service it, and the number of OSVs required is dependent on many factors, including the type of activity
being undertaken, the location of the rig and the size and capacity of the OSVs. During normal operating conditions,
based on the historical data for the number of floating rigs and OSVs working, we believe that two to four OSVs per rig are
required in the GoM and even more OSVs are necessary per rig in Brazil where greater logistical challenges result in
longer vessel turnaround times to service drill sites. Typically, during the initial drilling stage, more OSVs are required to
supply drilling mud, drill pipe and other materials than at later stages of the drilling cycle. In addition, generally more OSVs
are required the farther a drilling rig is located from shore. Under normal weather conditions, the transit time to deepwater
drilling rigs in the GoM and Brazil can typically range from six to 24 hours for a new generation vessel. In Brazil, transit
time for a new generation vessel to some of the newer, more logistically remote deepwater drilling rig locations are more
appropriately measured in days, not hours. In addition to drilling rig support, deepwater and ultra-deepwater exploration
and production activities should result in the expansion of other specialty-service offerings for our vessels. These markets
include subsea construction support, installation, IRM work, and life-of-field services, which include well-stimulation,
workovers and decommissioning.
Our charters are the product of either direct negotiation or a competitive proposal process, which evaluates vessel
capability, availability and price. Our primary method of chartering in the GoM is through direct vessel negotiations with
our customers on either a long-term or spot basis. In the international market, we sometimes charter through local entities
in order to comply with cabotage or other local requirements. Some charters are solicited by customers through
international vessel brokerage firms, which earn a commission that is customarily paid by the vessel owner. Our
operations and management agreement with the U.S. Navy's Military Sealift Command was a sole source selection based
upon certain capabilities unique to the Company that were developed while the applicable vessels were chartered to the
Navy. All of our charters, whether long-term or spot, are priced on a dayrate basis, whereby for each day that the vessel
is under contract to the customer, we earn a fixed amount of charter-hire for making the vessel available for the
customer’s use. Many long-term contracts and all government, including national oil company, charters contain early
termination options in favor of the customer; however, some have fees designed to discourage early termination. Long-
term charters sometimes contain provisions that permit us to increase our dayrates in order to be compensated for certain
increased operational expenses or regulatory changes.
Competition
The offshore support vessel industry is highly competitive. Competition primarily involves such factors as:
•
•
•
•
•
quality, capability and age of vessels;
quality, capability and nationality of the crew members;
ability to meet the customer’s schedule;
safety record, reputation, experience and;
price.
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Table of Contents
Our high-spec OSVs are predominately U.S.-flagged vessels, which qualify them under the Jones Act to engage in
domestic coastwise trade. The Jones Act restricts the ability of vessels that are foreign-built, foreign-owned, foreign-
crewed or foreign-flagged from engaging in coastwise trade in the United States. The transportation services typically
provided by OSVs constitute coastwise trade as defined by the Jones Act. See "Item 1A-Risk Factors" for a more detailed
discussion of the Jones Act. Consequently, competition for our services in the GoM is largely restricted to other U.S.
vessel owners and operators, both publicly and privately held. We believe that we operate the second largest fleet by
DWT of new generation Jones Act-qualified OSVs in the United States. Internationally, our OSVs compete against other
U.S. owners, as well as foreign owners and operators of OSVs. Some of our international competitors may benefit from a
lower cost basis in their vessels, which are usually not constructed in U.S. shipyards, as well as from lower crewing costs
and favorable tax regimes. While foreign vessel owners cannot engage in U.S. coastwise trade, some cabotage laws in
other parts of the world permit temporary waivers for foreign vessels if domestic vessels are unavailable. We and other
U.S. and foreign vessel owners have been able to obtain such waivers in the foreign jurisdictions in which we operate.
Many of the services provided by MPSVs do not involve the transportation of merchandise and therefore are
generally not considered coastwise trade under U.S. and foreign cabotage laws. Consequently, our MPSVs face, and the
HOSMAX MPSVs being constructed under our fifth OSV newbuild program will face, competition from both foreign-
flagged vessels and U.S.-flagged vessels for non-coastwise trade activities. However, because our MPSVs will be Jones
Act-qualified, we believe our customers will achieve greater efficiency as our MPSVs will eliminate the need for customers
to separately charter a Jones Act-qualified vessel to transport project cargo from a U.S. point to an installation site. In
addition, our U.S.-flagged MPSVs will compete for projects with other international MPSVs as well as participate in the
GoM and international OSV markets as large-capacity carriers of drilling fluids, petroleum products and deck cargos in
support of deep-well exploration, development and production operations. Competition in the MPSV industry is
significantly affected by the particular capabilities of a vessel to meet the requirements of a customer’s project. While
operating in the GoM, our foreign-flagged DP-3 MPSVs are required to utilize U.S. crews while foreign-owned vessels
have historically been allowed to employ non-U.S. mariners, often from low-wage nations. U.S. crews are often more
expensive than foreign crews. Also, foreign MPSV owners may have more favorable tax regimes than ours.
Consequently, prices for foreign-owned MPSVs in the GoM are often lower than prices we can charge. Finally, some
potential MPSV customers are also owners of MPSVs that will compete with our vessels. However, we have, for some
time, observed a clear preference by our customers for a “one-stop” Jones Act solution, which would provide improved
efficiencies, derived from a single U.S.-flagged vessel as well as greater regulatory certainty as compliance questions
continue to arise from the use of foreign-flagged vessels in the subsea GoM. In the post-Macondo GoM, we see this
Jones Act preference as a long-term trend, not only for construction vessels but for vessels of all types working offshore.
We continue to observe intense scrutiny by our customers on the safety and environmental management systems of
vessel operators. As a consequence, we believe that deepwater customers are increasingly biased towards companies
that have demonstrated a financial and operational commitment and capacity to employ such systems. We believe this
trend will, over time, make it difficult for small enterprises to compete effectively in the deepwater OSV and MPSV
markets. Additionally, we have observed less willingness by operators to utilize DP-1 vessels in deepwater operations in
the GoM. This trend will likely result in the retirement of non-DP vessels and a migration of DP-1 vessels to non-
deepwater regions, such as the shelf, and certain international regions.
Although some of our principal competitors are larger or have more extensive international operations than we do,
we believe that our financial strength, operating capabilities and reputation for quality and safety enable us to compete
effectively with other fleets in the market areas in which we operate or intend to operate. In particular, we believe that the
relatively young age and advanced features of our OSVs and MPSVs provide us with a competitive advantage. The ages
of our high-spec new generation OSVs range from one year to 18 years with a weighted-average fleet age, based on
DWT, of five years. In fact, approximately 80% of our active new generation OSVs have been placed in-service since
January 1, 2008. The average age of the industry’s conventional U.S.-flagged OSV fleet is over 35 years and the
industry's domestic new generation OSV fleet is approximately nine years. We believe that most of these older vessels
are cold-stacked and many of them have been or will be permanently retired in the next few years due to physical and
economic obsolescence. Worldwide competition for new generation vessels has been impacted in recent years by the
increase in newbuild OSVs placed in-service to address greater customer interest in deep-well, deepwater and ultra-
deepwater drilling activity and the decline in industry activity due to low oil prices. Upon completion of our fifth OSV
newbuild program, we expect to own a fleet of 72 Upstream vessels of which 81% will be DP-2 or DP-3 with a weighted-
average fleet age, based on DWT, of nine years in 2018.
Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel. Our
inability to hire, train and retain a sufficient number of qualified employees could impact our ability to manage, maintain
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Table of Contents
and grow our business. In crewing our vessels, we require skilled employees who can perform physically demanding work
and operate complex vessel systems. As the result of our vessel stacking strategy, we have reduced our mariner
headcount significantly. When these stacked vessels return to service, we will need to hire and train additional mariners
to operate such vessels.
CUSTOMER DEPENDENCY
Our customers are generally limited to large, independent, integrated or nationally-owned energy companies. These
firms are relatively few in number. The percentage of revenues attributable to a customer in any particular year depends
on the level of oil and natural gas exploration, development and production activities undertaken by such customer, the
availability and suitability of our vessels for the customer’s projects or products and other factors, many of which are
beyond our control. For the year ended December 31, 2016, Royal Dutch Shell plc (including worldwide affiliates), Military
Sealift Command and Hess Corporation each accounted for 10% or more of our consolidated revenues. For a discussion
of significant customers in prior periods, see Note 13 to our consolidated financial statements.
GOVERNMENT REGULATION
Environmental Laws and Regulations
Our operations are subject to a variety of federal, state, local and international laws and regulations regarding the
discharge of materials into the environment or otherwise relating to environmental protection. The requirements of these
laws and regulations have become more complex and stringent in recent years and may, in certain circumstances, impose
strict liability, rendering a company liable for environmental damages and remediation costs without regard to negligence
or fault on the part of such party. Aside from possible liability for damages and costs including natural resource damages
associated with releases of oil or hazardous materials into the environment, such laws and regulations may expose us to
liability for the conditions caused by others or even acts of ours that were in compliance with all applicable laws and
regulations at the time such acts were performed. Failure to comply with applicable laws and regulations may result in the
imposition of administrative, civil and criminal penalties, revocation of permits, issuance of corrective action orders and
suspension or termination of our operations. Moreover, it is possible that future changes in the environmental laws,
regulations or enforcement policies that impose additional or more restrictive requirements or claims for damages to
persons, property, natural resources or the environment could result in substantial costs and liabilities to us and could
have a material adverse effect on our financial condition, results of operations or cash flows. We have performed what we
consider to be appropriate environmental due diligence in connection with our operations and, where possible, we have
taken all necessary steps to qualify for any applicable statutory defenses and limits of liability available under
environmental regulations. We believe that we are in substantial compliance with currently applicable environmental laws
and regulations.
OPA 90 and regulations promulgated pursuant thereto amend and augment the oil spill provisions of the Clean
Water Act and impose a variety of duties and liabilities on “responsible parties” related to the prevention and/or reporting
of oil spills and damages resulting from such spills in or threatening U.S. Waters, including the Outer Continental Shelf or
adjoining shorelines. A “responsible party” includes the owner or operator of an onshore facility, pipeline or vessel or the
lessee or permittee of the area in which an offshore facility is located. OPA 90 assigns liability to each responsible party
for containment and oil removal costs, as well as a variety of public and private damages including the costs of
responding to a release of oil, natural resource damages, damages for injury to, or economic losses resulting from,
destruction of real or personal property of persons who own or lease such affected property. For any vessels, other than
“tank vessels,” that are subject to OPA 90, the liability limits are the greater of $1,100 per gross ton or $939,800. A party
cannot take advantage of liability limits if the spill was caused by gross negligence or willful misconduct or resulted from
violation of a federal safety, construction or operating regulation. In addition, for vessels carrying crude oil from a well
situated on the Outer Continental Shelf, the limits apply only to liability for damages (e.g. natural resources, real or
personal property, subsistence use, reserves, profits and earnings capacity, and public services damages). The owner or
operator of such vessel is liable for all removal costs resulting from a discharge without limits. If the party fails to report a
spill or to cooperate fully in the cleanup, the liability limits likewise do not apply and certain defenses may not be available.
Moreover, OPA 90 imposes on responsible parties the need for proof of financial responsibility to cover at least some
costs in a potential spill. As required, we have provided satisfactory evidence of financial responsibility to the USCG for all
of our vessels over 300 tons.
OPA 90 also imposes ongoing requirements on a responsible party, including preparedness and prevention of oil
spills and preparation of an oil spill response plan. We have engaged the Marine Spill Response Corporation to serve as
our Oil Spill Removal Organization for purposes of providing oil spill removal resources and services for our operations in
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U.S. waters as required by the USCG. In addition, our Tank Vessel Response Plan and Non-Tank Vessel Response Plan
have been approved by the USCG.
The Clean Water Act imposes strict controls on the discharge of pollutants into the navigable waters of the United
States. The Clean Water Act also provides for civil, criminal and administrative penalties for any unauthorized discharge
of oil or other hazardous substances in reportable quantities and imposes liability for the costs of removal and remediation
of an unauthorized discharge, including the costs of restoring damaged natural resources. Many states have laws that
are analogous to the Clean Water Act and also require remediation of accidental releases of petroleum in reportable
quantities. Our OSVs routinely transport diesel fuel to offshore rigs and platforms and also carry diesel fuel for their own
use. Our OSVs also transport bulk chemical materials used in drilling activities and liquid mud, which contain oil and oil
by-products. We maintain vessel response plans as required by the Clean Water Act to address potential oil and fuel
spills.
The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, also known as “CERCLA”
or “Superfund,” and similar laws impose liability for releases of hazardous substances into the environment. CERCLA
currently exempts crude oil from the definition of hazardous substances for purposes of the statute, but our operations
may involve the use or handling of other materials that may be classified as hazardous substances. CERCLA assigns
strict liability to each responsible party for response costs, as well as natural resource damages. Under CERCLA,
responsible parties include not only owners and operators of vessels but also any person who arranged for the disposal or
treatment, or arranged with a transporter for transport for disposal or treatment of hazardous substances, and any person
who accepted hazardous substances for transport to disposal or treatment facilities. Thus, we could be held liable for
releases of hazardous substances that resulted from operations by third parties not under our control or for releases
associated with practices performed by us or others that were standard in the industry at the time.
The Resource Conservation and Recovery Act regulates the generation, transportation, storage, treatment and
disposal of onshore hazardous and non-hazardous wastes and requires states to develop programs to ensure the safe
treatment, storage and disposal of wastes. We generate non-hazardous wastes and small quantities of hazardous wastes
in connection with routine operations. We believe that all of the wastes that we generate are handled in all material
respects in compliance with the Resource Conservation and Recovery Act and analogous state statutes.
The USCG's final Ballast Rule became effective on June 21, 2012, and the EPA renewed the Vessel General Permit
under the National Pollutant Discharge Elimination System on December 19, 2013. In addition, the International Maritime
Organization, or IMO, ratified the International Convention for the Control and Management of Ships’ Ballast Water and
Sediments on September 8, 2016, otherwise known as the Ballast Water Management Convention, or BWMC. The
BWMC has similar standards to that of the USCG and EPA ballast water regulations and will enter into force on
September 8, 2017. These regulations require all our existing vessels to meet certain standards pertaining to ballast
water discharges. An exemption to certain compliance requirements in the U.S. is provided for vessels that operate within
an isolated geographic region, as determined by the USCG. Most of our vessels operating in the GoM are exempt from
the ballast water treatment requirements. However, for non-exempt vessels, ballast water treatment equipment may be
required to be utilized on the vessel. In late 2016, the USCG approved certain types of ballast water treatment systems
and, as a result, we will have to become compliant with ballast water treatment requirements that previously were waived
in the U.S. Internationally, compliance with IMO’s BWMC is not expected to impact us until 2018, as implementation of
these rules is based on the renewal of a vessel’s International Oil Pollution Prevention Certificate after September 8,
2017. We have currently estimated the cost of compliance with either the USCG's Ballast Rule or the BWMC to be
approximately $250,000 per vessel that is required to be fitted with a treatment system.
The Clean Air Act, or CAA, passed by Congress in 1970 regulates all air pollutants resulting from industrial activities.
The 1990 amendments to the CAA established jurisdiction of offshore regions. Proposed and existing facilities and
vessels must prepare, as part of their development plans and reporting procedures, detailed emissions data to prove
compliance with the CAA and obtain necessary permits. We believe that all of our facilities and vessels have obtained the
necessary permits and are operating in all material respects in compliance with the CAA. The EPA also imposed
emissions regulations affecting vessels that operate in the United States. These regulations impose standards that may
require modifications to our vessels at a cost that we have as yet been unable to estimate. Moreover, the EPA’s decision
to regulate “greenhouse gases” as a pollutant may result in further regulations and compliance costs.
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Climate Change
Greenhouse gas emissions have increasingly become the subject of international, national, regional, state and local
attention. The EPA has adopted regulations under the Clean Air Act that require new and existing industrial facilities to
obtain permits for carbon dioxide equivalent emissions above emission thresholds. In addition, the EPA adopted rules that
mandate reporting of greenhouse gas data and other information by i) industrial sources, ii) suppliers of certain products,
and iii) facilities that inject carbon dioxide underground. To the extent that these regulations may apply, we could be
responsible for costs associated with complying with such regulations. Cap and trade initiatives to limit greenhouse gas
emissions have been introduced in the European Union. Similarly, in prior years, numerous bills related to climate change
have been introduced in the U.S. Congress, which could adversely impact most industries. In addition, future regulation of
greenhouse gas could occur pursuant to future treaty obligations, statutory or regulatory changes or new climate change
legislation in the jurisdictions in which we operate. It is uncertain whether any of these initiatives will be implemented.
However, based on published media reports, we believe that it is unlikely that the current proposed initiatives in the U.S.
will be implemented without substantial modification. If such initiatives are implemented, we do not believe that such
initiatives would have a direct, material adverse effect on our operating results.
Restrictions on greenhouse gas emissions or other related legislative or regulatory enactments could have an effect
in those industries that use significant amounts of petroleum products, which could potentially result in a reduction in
demand for petroleum products and, consequently and indirectly, our offshore transportation and support services. We are
currently unable to predict the manner or extent of any such effect. Furthermore, one of the asserted long-term physical
effects of climate change may be an increase in the severity and frequency of adverse weather conditions, such as
hurricanes, which may increase our insurance costs or risk retention, limit insurance availability or reduce the areas in
which, or the number of days during which, our customers would contract for our vessels in general and in the GoM in
particular. We are currently unable to predict the manner or extent of any such effect.
EMPLOYEES
On December 31, 2016, we had 797 employees, including 611 operating personnel and 186 corporate,
administrative and management personnel. Excluded from these personnel totals are 78 third-country nationals that we
contracted to serve on our vessels as of December 31, 2016. These non-U.S. mariners are typically provided by
international crewing agencies. With the exception of 85 employees located in Brazil and Mexico, none of our employees
are represented by a union or employed pursuant to a collective bargaining agreement or similar arrangement. We have
not experienced any strikes or work stoppages, and our management believes that we continue to experience good
relations with our employees.
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GEOGRAPHIC AREAS
The table below presents revenues by geographic region for the past three fiscal years (in thousands):
United States ........................................................... $
International .............................................................
$
Year Ended December 31,
2016
2015
2014
185,475 $
38,824
224,299 $
328,262 $
147,808
476,070 $
490,314
144,479
634,793
The table below presents net property, plant and equipment by geographic region for the past three fiscal years (in
thousands):
United States ........................................................... $
International .............................................................
2,250,384 $
2,218,646 $
328,004
356,015
$
2,578,388 $
2,574,661 $
2016
December 31,
2015
2014
2,052,145
407,341
2,459,486
Foreign Operations
Operating in foreign markets presents many political, social and economic challenges. Although we take measures
to mitigate these risks, they cannot be completely eliminated. See "Item—1A Risk Factors" for a further discussion of the
risks of operating in foreign markets.
SEASONALITY
Demand for our offshore support services is directly affected by the levels of offshore drilling and production activity.
Budgets of many of our customers are based upon a calendar year, and demand for our services has historically been
stronger in the second and third calendar quarters when allocated budgets are expended by our customers and weather
conditions are more favorable for offshore activities. Many other factors, such as the expiration of drilling leases and the
supply of and demand for oil and natural gas, may affect this general trend in any particular year. In addition, we typically
have an increase in demand for our vessels to survey and repair offshore infrastructure immediately following major
hurricanes or other named storms in the GoM.
WEBSITE AND OTHER ACCESS TO COMPANY REPORTS AND OTHER MATERIALS
Our website address is http://www.hornbeckoffshore.com. We make available on this website, free of charge, access
to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, Proxy Statements
and amendments to those reports, as well as other documents that we file with, or furnish to, the Commission pursuant to
Sections 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after such documents are filed with, or
furnished to, the Commission. We intend to use our website as a means of disclosing material non-public information and
for complying with disclosure obligations under Regulation FD. Such disclosures will be included on our website under
the heading “Investors—IR Home.” Accordingly, investors should monitor such portion of our website, in addition to
following our press releases, Commission filings and public conference calls and webcasts. Periodically, we also update
our investor presentations which can be viewed on our website. You may read and copy any materials we file with the
Commission at the Commission’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You can obtain
information on the operation of the Public Reference Room by calling the Commission at 1-800-732-0330. The SEC
maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the Commission at http://www.sec.gov. Our Corporate Governance Guidelines, Code of
Conduct, titled "Navigating with Integrity," (which applies to all employees, including our Chief Executive Officer and
certain Financial and Accounting Officers), Code of Business Conduct and Ethics for Members of the Board of Directors,
and the charters for our Audit, Nominating/Corporate Governance and Compensation Committees, can all be found on the
Investor Relations page of our website under “Corporate Governance”. We intend to disclose any changes to or waivers
from the Code of Conduct that would otherwise be required to be disclosed under Item 5.05 of Form 8-K on our website.
We will also provide printed copies of these materials to any stockholder upon request to Hornbeck Offshore Services,
Inc., Attn: General Counsel, 103 Northpark Boulevard, Suite 300, Covington, Louisiana 70433. The information on our
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website is not, and shall not be deemed to be, a part of this report or incorporated into any other filings we make with the
Commission.
ITEM 1A—Risk Factors
Our results of operations and financial condition can be adversely affected by numerous risks. You should carefully
consider the risks described below as well as the other information we have provided in this Annual Report on Form 10-K.
The risks described below are not the only ones we face. You should also consider the factors contained in our “Forward
Looking Statements” disclaimer found on page ii of this Annual Report on Form 10-K. Additional risks not presently known
to us or that we currently deem immaterial may also impair our business operations.
We may not have the funds available or be able to obtain the funds necessary to meet the obligations relating to
our 2019 convertible senior notes, our 2020 senior notes, or our 2021 senior notes.
Our 2019 convertible senior notes, our 2020 senior notes, and our 2021 senior notes, which collectively have a face
value of $1,125 million, mature in September 2019, April 2020, and March 2021, respectively. In addition, upon the
occurrence of certain change of control events, as defined in the indentures governing the 2020 senior notes and the
2021 senior notes, holders of such notes would have the right to require us to repurchase such notes at 101% of their
principal amount, plus accrued and unpaid interest. Further, upon certain fundamental changes as defined in the
indenture governing the 2019 convertible senior notes, holders of such notes would have the right to require us to
repurchase such notes at 100% of their principal amount, plus any accrued and unpaid interest. We do not expect to
have sufficient cash on hand and cash flow from operations to meet all of these obligations as they come due and will
need to access additional sources of capital in order to refinance some or all of this indebtedness prior to maturity. There
can be no assurance that we will succeed in accessing new capital or, if successful, that the capital we raise will not be
expensive or dilutive to stockholders. Failure to meet our obligations related to any tranche of our senior notes may result
in the acceleration of our other indebtedness and result in a material adverse effect on our financial condition and results
of operations.
As a result of the ongoing declines in oil prices that began in late 2014, our clients have reduced and may further
reduce spending on exploration and production projects, resulting in a decrease in demand for our services.
Oil and natural gas prices, and market expectations of potential changes in these prices, significantly impact the level
of worldwide drilling and production services activities. Reduced demand for oil and natural gas or periods of surplus oil
and natural gas generally result in lower prices for these commodities and often impact the economics of planned drilling
projects and ongoing production projects, resulting in the curtailment, reduction, delay or postponement of such projects
for an indeterminate period of time. When drilling and production activity and spending declines, both vessel dayrates and
utilization for our vessels historically decline as well. This has been the case, beginning in October 2014 and continuing
into 2017.
Oil prices worldwide have dropped significantly since 2014. If the current depressed oil and natural gas prices
persist for a prolonged period, or decline further, oil and gas exploration and production companies will likely cancel or
curtail additional drilling programs and lower production spending on existing wells even more than they have already,
thereby further reducing demand for our services.
Any prolonged reduction in the overall level of exploration and development activities, whether resulting from
changes in oil and gas prices or otherwise, could materially and adversely affect us by negatively impacting:
• our revenues, cash flows and profitability;
•
the fair market value of our vessels;
• our ability to maintain or increase our borrowing capacity;
• our ability to obtain capital to re-finance our existing debt or expand our business through acquisitions, or
otherwise;
•
the collectability of our receivables; and
• our ability to retain or rehire skilled personnel whom we would need in the event of an upturn in the
demand for our services.
If any of the foregoing were to occur, it could have a material adverse effect on our business and financial results.
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Increases in the supply of vessels could decrease dayrates.
In addition to our fifth OSV newbuild program, which is nearing completion, certain of our competitors previously
announced plans to construct new vessels to be deployed in domestic and foreign locations, thus adding to the available
vessel capacity. A remobilization to the GoM oilfield of U.S.-flagged vessels currently operating in other regions or in non-
oilfield applications would result in an increase in vessel capacity in the GoM, one of our core markets. Similarly, vessel
capacity in foreign markets, including our core markets of Mexico and Brazil, may also be impacted by U.S.-flagged or
other vessels migrating to such foreign locations. Further, a repeal, suspension or significant modification of the Jones
Act, or the administrative erosion of its benefits, permitting vessels that are either foreign-flagged, foreign-built, foreign-
owned, foreign-controlled or foreign-operated to engage in the U.S. coastwise trade, would also result in an increase in
capacity. Any increase in the supply of OSVs or MPSVs, whether through new construction, refurbishment or conversion
of vessels from other uses, remobilization or changes in law or its application, could not only increase competition for
charters and lower utilization and dayrates, which would adversely affect our revenues and profitability, but could also
worsen the impact of the current or any future downturn in the oil and gas industry on our results of operations and
financial condition. Because some services provided by MPSVs are not protected by the Jones Act, foreign competitors
may bring additional MPSVs to the GoM or build additional MPSVs that we will compete with domestically or
internationally for such services.
The level of offshore oil and gas exploration, development and production activity has historically been volatile
and is likely to continue to be so in the future. The level of activity is subject to large fluctuations in response to
relatively minor changes in a variety of factors that are beyond our control
Changes in, among others, the following factors can negatively impact our performance:
• worldwide demand for oil and natural gas;
•
•
•
•
•
•
•
•
•
•
•
prevailing oil and natural gas prices and expectations about future prices and price volatility;
changes in capital spending budgets by our customers;
the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production;
local and international political and economic conditions and policies;
unavailability of drilling rigs in our core markets of the GoM, Mexico and Brazil;
the cost of offshore exploration for, and production and transportation of, oil and natural gas;
successful exploration for, and production and transportation of, oil and natural gas from onshore
sources;
consolidation of oil and gas and oil service companies operating offshore;
availability and rate of discovery of new oil and natural gas reserves in offshore areas;
technological advances affecting energy production and consumption;
the ability or willingness of the Organization of Petroleum Exporting Countries, or OPEC, to set and
maintain production levels for oil;
•
oil and natural gas production levels by non-OPEC countries;
• weather conditions; and
•
environmental and other regulations affecting our customers and their other service providers.
Since late 2014, we have observed a significant decline in oil prices, which has caused oil companies to announce
and implement significant reductions in their capital spending programs, that is the source of much of our business
activity. A prolonged reduction in oil prices is having and could continue to have a significant adverse and long-term
impact on the Company’s financial condition and results of operations.
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The early termination of contracts on our vessels could have an adverse effect on our operations.
Some of the long-term contracts for our vessels and all contracts with governmental entities and national oil companies
contain early termination options in favor of the customer; however, some have early termination remedies or other
provisions designed to discourage the customers from exercising such options. We cannot assure that our customers
would not choose to exercise their termination rights in spite of such remedies or the threat of litigation with us. Until
replacement of such business with other customers, any termination could temporarily disrupt our business or otherwise
adversely affect our financial condition and results of operations. We might not be able to replace such business on
economically equivalent terms. In addition, during the current and prior downturns, we have experienced customers
requesting contractual concessions even though contrary to existing contractual terms. While not legally required to give
concessions, commercial considerations may dictate that we do so, given the relatively few deepwater customers
operating in the GoM.
Intense competition in our industry could reduce our profitability and market share.
Contracts for our vessels are generally awarded on an intensely competitive basis. Some of our competitors are
willing to accept lower dayrates in order to maintain utilization, which can have a negative impact on our dayrates and
utilization. As a result, we could lose customers and market share to these competitors. Similarly, competition in various
markets may also be impacted by U.S.-flagged vessels migrating in and out of foreign locations due to the pace of drilling
activity in the GoM.
Additional reductions in Petrobras' announced plans for exploration and production activities offshore
Brazil could have a material adverse effect on the market for high-spec OSVs.
Petrobras accounts for a substantial portion of global deepwater drilling activity and has publicly announced plans to
reduce its investment in exploration and production activities by roughly $24 billion from 2017 through 2021 compared to
the prior four-year 2015-2019 plan. This reduction and any decision by Petrobras to further reduce the scope or pace of
its announced exploration and production plans offshore Brazil could negatively impact the worldwide market for high-
spec OSVs and limit our ability to effect further expansion into this market.
We may not be able to complete the construction of our remaining newbuild program or may experience delays
or cost overruns related to that program.
We are currently constructing the last two MPSVs under our pending newbuild program. These vessels are large
and complex. We are required to make remaining milestone payments to the shipyard and other vendors totaling
approximately $71 million, the majority of which payments will be due in 2018 upon delivery of each vessel from the
shipyard. While we have sufficient cash on hand today to meet these obligations, unforeseen events could result in our
inability to fund these obligations when they come due, which could have an adverse impact on our business plans,
financial condition and results from operations. Additionally, the shipyard might be delayed or unforeseen events could
result in significant cost overruns for which, under certain circumstances, we might be responsible. Such delays or cost
overruns could impact our ability to meet our obligations to the shipyard and could otherwise materially and adversely
affect our financial condition and results from operations.
The failure to successfully complete repairs, maintenance and routine drydockings on-schedule and on-budget
could adversely affect our financial condition and results of operations.
We routinely engage shipyards to drydock our vessels for regulatory compliance and to provide repair and
maintenance. These activities are subject to the risks of delay and cost overruns inherent in any large construction
project, including shortages of equipment, lack of shipyard availability, unforeseen engineering problems, work stoppages,
weather interference, unanticipated cost increases, including costs of steel, inability to obtain necessary certifications and
approvals and shortages of materials or skilled labor. Significant delays could result in adverse effects to our anticipated
contract commitments or revenues. Significant cost overruns could adversely affect our financial condition and results of
operations.
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We have grown, and may continue to grow, through acquisitions that give rise to risks and challenges that could
adversely affect our future financial results.
We regularly consider possible acquisitions of single vessels, vessel fleets and businesses that complement our
existing operations to enable us to grow our business. Acquisitions can involve a number of special risks and challenges,
including:
•
•
•
•
•
•
•
•
•
diversion of management time and attention from our existing business and other business opportunities;
delays in closing or the inability to close an acquisition for any reason, including third party consents or
approvals;
any unanticipated negative impact on us of disclosed or undisclosed matters relating to any vessels or
operations acquired;
loss or termination of employees, including costs associated with the termination or replacement of those
employees;
assumption of debt or other liabilities of the acquired business, including litigation related to the acquired
business;
the incurrence of additional acquisition-related debt as well as increased expenses and working capital
requirements;
dilution of stock ownership of existing stockholders;
increased costs and efforts in connection with compliance with Section 404 of the Sarbanes-Oxley Act; and
substantial accounting charges for restructuring and related expenses, impairment of goodwill, amortization of
intangible assets, and stock-based compensation expense.
Even if we consummate an acquisition, the process of integrating acquired operations into our own may result in
unforeseen operating difficulties and costs and may require significant management attention and financial resources. In
addition, integrating acquired businesses may impact the effectiveness of our internal controls over financial reporting. In
the currently depressed market for OSVs, we might not be able to place vessels we acquire into immediate service, which
will result in our paying for the cost to stack these vessels and eventually the cost to bring them out of stack, which could
be a significant barrier to their utilization if we do not have sufficient liquidity to justify such expenses. Any of the
foregoing, and other factors, could harm our ability to achieve anticipated levels of utilization and profitability from
acquired vessels or businesses or to realize other anticipated benefits of acquisitions.
We can give no assurance that we will be able to identify desirable acquisition candidates or that we will be
successful in entering into definitive agreements or closing such acquisitions on satisfactory terms. An inability to acquire
additional vessels or businesses may limit our growth potential.
Our contracts with the United States Government could be impacted by budget cuts.
Our government contracts depend upon annual funding commitments authorized by Congress. In a period of
government budget cuts or other political events, our contracts might not be re-authorized, resulting in a material decline
in our anticipated revenues.
We are subject to complex laws and regulations, including environmental regulations that can adversely affect
the cost, manner or feasibility of doing business.
Increasingly stringent federal, state, local and foreign laws and regulations governing worker health and safety and
the manning, construction and operation of vessels significantly affect our operations. Many aspects of the marine
industry are subject to extensive governmental regulation by the USCG, the National Transportation Safety Board, the
EPA and the United States Customs Service, and their foreign equivalents, and to regulation by private industry
organizations such as the American Bureau of Shipping. The USCG and the National Transportation Safety Board set
safety standards and are authorized to investigate vessel accidents and recommend improved safety standards, while the
USCG and Customs Service are authorized to inspect vessels at will. Our operations are also subject to international
conventions, federal, state, local and international laws and regulations that control the discharge of pollutants into the
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environment or otherwise relate to environmental protection. Compliance with such laws, regulations and standards may
require installation of costly equipment, increased manning, specific training, and/or operational changes. While we
endeavor to comply with all applicable laws, circumstances might exist where we might not come into complete
compliance with applicable laws and regulations which could result in administrative and civil penalties, criminal sanctions,
imposition of remedial obligations or the suspension or termination of our operations. Some environmental laws impose
strict liability for remediation of spills and releases of oil and hazardous substances, which could subject us to liability
without regard to whether we were negligent or at fault. These laws and regulations may expose us to liability for the
conduct of, or conditions caused by, others, including charterers. Moreover, these laws and regulations could change in
ways that substantially increase costs that we may not be able to pass along to our customers. Any changes in applicable
conventions or laws, regulations or standards that would impose additional requirements or restrictions on our or our oil
and gas exploration and production customers’ operations could adversely affect our financial condition and results of
operations. It is possible that laws and regulations may become even more stringent, which could also adversely affect
our financial condition and results of operations.
We are also subject to the Merchant Marine Act of 1936, which provides that, upon proclamation by the President of
a national emergency or a threat to the security of the national defense, the Secretary of Transportation may requisition or
purchase any vessel or other watercraft owned by United States citizens (which includes United States corporations),
including vessels under construction in the United States. If one of our OSVs or MPSVs were purchased or requisitioned
by the federal government under this law, we would be entitled to be paid the fair market value of the vessel in the case of
a purchase or, in the case of a requisition, the fair market value of charter hire. We would also not be entitled to be
compensated for any consequential damages we suffer as a result of the requisition or purchase of any of our OSVs or
MPSVs. The purchase or the requisition for an extended period of time of one or more of our vessels could adversely
affect our results of operations and financial condition.
Finally, we are subject to the Merchant Marine Act of 1920, commonly referred to as the Jones Act, which requires
that vessels engaged in coastwise trade to carry cargo between U.S. ports be documented under the laws of the United
States and be controlled by U.S. citizens. A corporation is not considered a U.S. citizen unless, among other things, at
least 75% of the ownership of voting interests with respect to its equity securities are held by U.S. citizens. We endeavor
to ensure that we would be determined to be a U.S. citizen as defined under these laws by including in our certificate of
incorporation certain restrictions on the ownership of our capital stock by non-U.S. citizens and establishing certain
mechanisms to maintain compliance with these laws. If we are determined at any time not to be in compliance with these
citizenship requirements, our vessels might become ineligible to engage in the coastwise trade in U.S. domestic waters,
and our business and operating results would be adversely affected.
The Jones Act’s provisions restricting coastwise trade to vessels controlled by U.S. citizens have been circumvented
in recent years by foreign interests that seek to engage in trade reserved for vessels controlled by U.S. citizens and
otherwise qualifying for coastwise trade. Legal challenges against such actions are difficult, costly to pursue and are of
uncertain outcome. In addition, the Jones Act is often criticized and there are efforts underway by affected interest groups
to seek its repeal. To the extent such efforts are successful and foreign competition is permitted, such competition could
have a material adverse effect on domestic companies in the offshore service vessel industry and on our financial
condition and results of operations. In addition, in the interest of national defense, the Secretary of Homeland Security is
authorized to suspend the coastwise trading restrictions imposed by the Jones Act on vessels not controlled by U.S.
citizens. Such waivers are granted from time-to-time.
Our business involves many operating risks that may disrupt our business or otherwise result in substantial
losses, and insurance may be unavailable or inadequate to protect us against these risks.
Our vessels are subject to operating risks such as:
•
•
catastrophic marine disaster;
adverse weather and sea conditions;
• mechanical failure;
•
•
collisions or allisions;
oil and hazardous substance spills;
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•
•
navigation errors;
acts of God; and
• war and terrorism.
The occurrence of any of these events may result in damage to or loss of our vessels or other property, injury or
death of people or contamination of the environment. If any of these events were to occur, we could be exposed to
liability for resulting damages and possible penalties that, pursuant to typical marine indemnity policies, we must pay and
then seek reimbursement from our insurer. Affected vessels may also be removed from service and thus be unavailable
for income-generating activity. While we believe our insurance coverage is adequate and insures us against risks that are
customary in the industry, we may be unable to renew such coverage in the future at commercially reasonable rates.
Moreover, existing or future coverage may not be sufficient to cover claims that may arise and we do not maintain
insurance for loss of income resulting from a marine casualty.
Our operations in international markets and shipyard activities in foreign shipyards subjects us to risks inherent
in conducting business internationally.
We derive a portion of our revenues from foreign sources. In addition, certain of our shipyard repair and
procurement activities are being conducted with foreign vendors. We therefore face risks inherent in conducting business
internationally, such as legal and governmental regulatory requirements, potential vessel seizure or nationalization of
assets, import-export quotas or other trade barriers, difficulties in collecting accounts receivable and longer collection
periods, political and economic instability, kidnapping of or assault on personnel, piracy, adverse tax consequences,
difficulties and costs of staffing international operations and language and cultural differences. We do not hedge against
foreign currency risk. While we endeavor to contract in U.S. Dollars when operating internationally, some contracts may
be denominated in a foreign currency, which would result in a foreign currency exposure risk. All of these risks are
beyond our control and difficult to insure against. We cannot predict the nature and the likelihood of any such events. If
such an event should occur, however, it could have a material adverse effect on our financial condition and results of
operations.
We may lose the right to operate in some international markets in which we have a presence.
In certain foreign markets in which we operate, most notably Mexico, we sometimes depend upon governmental
waivers of cabotage laws. These waivers could be revoked or made more burdensome, which could result in our inability
to continue our operations or materially increase the costs of operating in such foreign locations. In addition, our foreign
customers are often large state-owned oil companies that have monopolies or near monopolies in their home countries.
These companies sometimes impose contractual requirements or restrictions that cannot be negotiated away and that
can impose significant operating risks upon us. From time to time, we have challenged these contractual actions in
foreign markets, which entails significant risks.
Future results of operations depend on the long-term financial stability of our customers.
Some of the contracts we enter into for our vessels are full utilization contracts with initial terms ranging from one to
five years. We enter into these long-term contracts with our customers based on a credit assessment at the time of
execution. Our financial condition in any period may therefore depend on the long-term stability and creditworthiness of
our customers. We can provide no assurance that our customers will fulfill their obligations under our long-term contracts
and the insolvency or other failure of a customer to fulfill its obligations under such contracts could adversely affect our
financial condition and results of operations.
We may be unable to attract and retain qualified, skilled employees necessary to operate our business.
Our success depends in large part on our ability to attract and retain highly skilled and qualified personnel. Our
inability to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain
and grow our business.
In crewing our vessels, we require skilled employees who can perform physically demanding work. As a result of the
recent volatility of the oil and gas industry, we have significantly reduced our mariner headcount. Additionally, as a result
of such volatility, vessel employees and potential employees may choose to pursue employment in fields that offer a more
desirable work environment at wage rates that are competitive with ours. Further, unlike the current weak market
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conditions, during normal market conditions, we face strong competition within the broader oilfield industry for employees
and potential employees, including competition from drilling rig operators for our fleet personnel. We may have difficulty
hiring employees or finding suitable replacements as needed and, once normal market conditions return, should a
reduced pool of workers arise, it is possible that we would have to raise wage rates or increase our benefits offered to
attract workers and to retain our current employees. In such circumstances, should we not be able to increase our service
rates to our customers to compensate for wage-rate increases or recruit qualified personnel to operate our vessels at full
utilization, our financial condition and results of operations may be adversely affected.
Our employees are covered by federal laws that may subject us to job-related claims in addition to those
provided by state laws.
Some of our employees are covered by provisions of the Jones Act, the Death on the High Seas Act and general
maritime law. These laws preempt state workers’ compensation laws and permit these employees and their
representatives to pursue actions against employers for job-related incidents in federal courts based on tort theories.
Because we are not generally protected by the damage limits imposed by state workers’ compensation statutes for these
types of claims, we may have greater exposure for any claims made by these employees.
Our success depends on key members of our management, the loss of whom could disrupt our business
operations.
We depend to a large extent on the efforts and continued employment of our executive officers and key
management personnel. We do not maintain key-man insurance. The loss of services of one or more of our executive
officers or key management personnel could have a negative impact on our financial condition and results of operations.
Restrictions contained in the indentures governing our 2020 senior notes, our 2021 senior notes, and in the
agreement governing our revolving credit facility may limit our ability to obtain additional financing and to
pursue other business opportunities.
Covenants contained in the indenture governing our 2020 senior notes, in the indenture governing our 2021 senior
notes and in the agreement governing our revolving credit facility require us to meet certain financial tests, which may limit
or otherwise restrict:
•
•
•
our flexibility in operating, planning for, and reacting to changes, in our business;
our ability to dispose of assets, withstand current or future economic or industry downturns and compete with
others in our industry for strategic opportunities; and
our ability to obtain additional financing for working capital, refinancing of existing debt, capital expenditures,
including our newbuild programs, acquisitions, general corporate and other purposes.
We have high levels of fixed costs that will be incurred regardless of our level of business activity.
Our business has high fixed costs. Downtime or low productivity due to reduced demand, as is currently being
experienced, from weather interruptions or other causes can have a significant negative effect on our operating results
and financial condition. In addition, given our recent vessel stackings, our fixed costs are borne by a substantially smaller
active fleet of vessels.
Our revenues and operating results may vary significantly from quarter to quarter due to a number of factors
such as volatility in our vessel dayrates, changes in utilization, vessel incidents and other unforeseen matters.
Many of these factors that may cause our actual financial results to vary from our publicly disclosed earnings
guidance and forecasts are outside of our control.
Our actual financial results might vary from those anticipated by us or by securities analysts and investors, and these
variations could be material. From time to time we publicly provide various forms of guidance, which reflect our
projections about future market expectations and operating performance. The numerous assumptions underlying such
guidance may be impacted by factors that are beyond our control and might not turn out to be accurate. Although we
believe that the assumptions underlying our projections are reasonable when such projections are made, actual results
could be materially different, particularly with respect to our MPSVs.
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We are susceptible to unexpected increases in operating expenses such as crew wages, materials and supplies,
maintenance and repairs, and insurance costs.
Many of our operating costs, such as crew wages, materials and supplies, maintenance and repairs, and insurance
costs, are unpredictable and vary based on events beyond our control. Our gross margins will vary based on fluctuations
in our operating costs. If our costs increase or we encounter unforeseen costs, we may not be able to recover such costs
from our customers, which could adversely affect our financial position, results of operations and cash flows.
Stacked vessels may introduce additional operational issues.
In recognition of weak market conditions, we have elected to stack OSVs and MPSVs on various dates since
October 1, 2014. We may choose to stack additional vessels should market conditions warrant. In connection with such
stackings, we have reduced our mariner headcount significantly. Operationally, we limit the number of persons available
to maintain such stacked vessels. Also, we have fewer revenue-producing units in service that can contribute to our
results and contribute cash flows to cover our fixed costs and commitments. When stacked vessels return to service, we
will incur previously deferred drydocking costs for regulatory recertifications and may incur costs to hire and train mariners
to operate such vessels. Delay in reactivating stacked vessels and the costs and other expenses related to the
reactivation of stacked vessels could have a material adverse effect on our cash flows and results of operations.
We may be adversely affected by uncertainty in the global financial markets.
Our future results may be impacted by volatility, weakness or deterioration in the debt and equity capital markets.
Inflation, deflation, or other adverse economic conditions may negatively affect us or parties with whom we do business
resulting in their non-payment or inability to perform obligations owed to us, such as the failure of customers to honor their
commitments, the failure of shipyards and major suppliers to complete orders or the failure by banks to provide expected
funding under our revolving credit agreement. Additionally, credit market conditions may slow our collection efforts as
customers experience increased difficulty in obtaining requisite financing, potentially leading to lost revenue and higher
than normal accounts receivable. This could result in greater expense associated with collection efforts and increased
bad debt expense.
Any significant softening in the already limited global economic recovery may adversely impact our ability to issue
additional debt and equity in the future on acceptable terms. We cannot be certain that additional funding will be available
if needed and to the extent required, on acceptable terms.
We may be unable to collect amounts owed to us by our customers.
We typically grant our customers credit on a short-term basis. Related credit risks are inherent as we do not
typically collateralize receivables due from customers. We provide estimates for uncollectible accounts based primarily on
our judgment using historical losses, current economic conditions and individual evaluations of each customer as
evidence supporting the receivables valuations stated on our financial statements. However, our receivables valuation
estimates may not be accurate and receivables due from customers reflected in our financial statements may not be
collectible.
Future changes in legislation, policy, restrictions or regulations for drilling in the United States that cause delays
or deter new drilling could have a material adverse effect on our financial position, results of operations and cash
flows.
In response to the April 20, 2010, Deepwater Horizon incident, the regulatory agencies with jurisdiction over oil and
gas exploration, including the DOI, imposed temporary moratoria on drilling operations, by requiring operators to reapply
for exploration plans and drilling permits that had previously been approved, and by adopting numerous new regulations
and new interpretations of existing regulations regarding offshore operations that are applicable to our customers and with
which their new applications for exploration plans and drilling permits must prove compliant. Compliance with these new
regulations and new interpretations of existing regulations have materially increased the cost of drilling operations in the
GoM. These additional compliance costs could materially adversely impact our business, financial position or results of
operations.
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The fundamental change purchase feature of our 2019 convertible senior notes and the change of control
purchase features of our 2020 senior notes and our 2021 senior notes and provisions of our certificate of
incorporation, bylaws, stockholder rights plan and Delaware law may delay or prevent an otherwise beneficial
takeover attempt of the Company.
The terms of our 2019 convertible senior notes require us to purchase the notes for cash in the event of a
fundamental change, as defined in the applicable indenture. Upon a change in control, our 2020 senior notes and our
2021 senior notes require us to repurchase such senior notes at 101% of aggregate principal. A takeover of the Company
would trigger the requirement that we purchase the 2019 convertible senior notes, the 2020 senior notes and the 2021
senior notes. Furthermore, our certificate of incorporation and bylaws, Delaware corporations law, and our stockholder
rights plan contain provisions that could have the effect of making it more difficult for a third party to acquire, or discourage
a third party from attempting to acquire, control of us. These provisions could limit the price that investors might be willing
to pay in the future for shares of our common stock and may have the effect of delaying or preventing a takeover of the
Company that would otherwise be beneficial to investors.
Our stock price has been volatile, declining precipitously from time to time during the period from 2013 through
the present, and it could decline again.
The securities markets in general and our common stock in particular have experienced significant price and volume
volatility in recent years. The market price and trading volume of our common stock may continue to experience
significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market
regarding our operations or business prospects or those of companies in our industry. In addition to the other risk factors
discussed above, the price and volume volatility of our common stock may be affected by:
•
factors influencing the levels of global oil and natural gas exploration and exploitation activities, such as
the current depressed prices for oil or natural gas;
•
the ability or willingness of OPEC to set and maintain production levels for oil;
• oil and gas production levels by non-OPEC countries;
• operating results that vary from the expectations of securities analysts and investors;
• disasters such as the Deepwater Horizon incident in the Gulf of Mexico in 2010;
•
the operating and securities price performance of companies that investors or analysts consider
comparable to us;
• actions by rating agencies related to our 2019 convertible senior notes, our 2020 senior notes, or our
2021 senior notes;
• geopolitical risks;
• announcements of strategic developments, acquisitions and other material events by us or by our
competitors; and
• changes in global financial markets and global economies and general market conditions, such as
interest rates, commodity and equity prices and the value of financial assets.
ITEM 1B—Unresolved Staff Comments
None.
ITEM 2—Properties
Our principal executive offices are in Covington, Louisiana, where we lease approximately 65,000 square feet of
office space under a lease with an initial term expiring in September 2025 and three additional five-year renewal periods.
Our primary domestic operating office is located in Port Fourchon, Louisiana. We also maintain four international offices
from which we operate our fleet of vessels in Mexico and Brazil, as set forth below. For more information, see
"Management’s Discussion and Analysis of Financial Condition and Results of Operations" included within this report. We
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believe that our facilities, including waterfront locations used for vessel dockage and certain vessel repair work, provide an
adequate base of operations for the foreseeable future.
Our principal properties as of December 31, 2016 are as follows:
Location
Description
Area Using Property
Corporate
Covington, Louisiana, USA ........................................ Corporate Headquarters
Hammond, Louisiana, USA ....................................... Warehouse
GoM
Port Fourchon, Louisiana, USA ................................. Dock, Office, Warehouse, Yard GoM
Paraiso, Tabasco, Mexico.......................................... Office
Ciudad Del Carmen, Campeche, Mexico .................. Office
Barra da Tijuca, Rio de Janeiro, Brazil ...................... Office
Niteroi, Rio de Janeiro, Brazil .................................... Office
Houston, Texas, USA................................................. Office
Mexico
Mexico
Brazil
Brazil
GoM
Owned/
Leased
Leased
Owned
Leased
Leased
Leased
Leased
Leased
Leased
In addition to the foregoing, our revenues are principally derived from our vessels described in "Item 1—Business" of
this Annual Report on Form 10-K.
Item 3—Legal Proceedings
In December 2000, LEEVAC Marine Inc. (a predecessor entity to our current subsidiary Hornbeck Offshore
Transportation, LLC, or HOT) was one of several companies that formed a limited liability company, SSIC Remediation,
LLC, or SSIC, which conducted interim phase environmental remedial activities at the SBA Shipyards site in Jennings,
Louisiana pursuant to a December 9, 2002 Order and Agreement with the EPA. In 2015, the EPA notified SSIC’s counsel
of its renewed interest in the site and on September 9, 2016 published a final rule (effective October 11, 2016) adding the
site to the General Superfund section of the CERCLA National Priorities List. In November 2016, HOT and nine other
parties voluntarily entered into an Administrative Settlement Agreement and Order on Consent to conduct a Remedial
Investigation/Feasibility Study, or RIFS, in connection with the site. HOT has accrued a liability of $0.1 million to cover
expenses anticipated to be incurred with respect to conducting the RIFS. HOT’s anticipated percentage of liability for the
RIFS cost and subsequent cleanup efforts with other members of the group is 4%. The Company has not made a
judgment concerning the ultimate cost of clean up should it be required.
Item 4—Mine Safety Disclosures
None.
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PART II
Item 5—Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock, $0.01 par value, trades on the New York Stock Exchange, or NYSE, under the trading symbol
“HOS”. The following table sets forth, for the quarterly periods indicated, the high and low sale prices for our common
stock as reported by the NYSE during 2016 and 2015.
First Quarter ........................................................................ $
Second Quarter .................................................................. $
Third Quarter ...................................................................... $
Fourth Quarter .................................................................... $
12.98 $
12.57 $
9.62 $
9.07 $
5.58 $
7.67 $
4.35 $
3.00 $
25.40 $
25.22 $
20.98 $
17.80 $
17.91
18.64
13.33
8.23
2016
2015
High
Low
High
Low
On January 31, 2017, we had 23 holders of record of our common stock.
We have not previously declared or paid, and we do not plan to declare or pay in the foreseeable future, any cash
dividends on our common stock. Our current intention is to retain all additional cash that our business generates to cover
all of our growth capital expenditures, commercial-related capital expenditures, annually recurring cash debt service,
maintenance capital expenditures and cash income taxes. Any future payment of cash dividends or stock or debt
repurchases will depend upon our financial condition, capital requirements, plans to reduce our long-term debt and our
earnings, as well as other factors that our Board of Directors may deem relevant. In addition, the indentures governing
our 2020 senior notes, our 2021 senior notes and the agreement governing our revolving credit facility include restrictions
on our ability to pay cash dividends on our common stock. See "Item 7-Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and Note 6 to our consolidated financial statements for further discussion.
See "Item 12-Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”
for information regarding shares of common stock authorized for issuance under our equity compensation plans.
Repurchase of Common Stock
On October 28, 2014, our Board of Directors authorized us to repurchase up to $150 million in shares of our
common stock using different methods including, but not limited to, open-market purchases, privately negotiated
transactions, accelerated share repurchases and Rule 10b5-1 trading plans. The timing and amount of the repurchases
depends on several factors, such as market conditions, applicable legal requirements, available liquidity, the discretion of
management and other appropriate factors. The repurchase program does not obligate us to acquire any particular
amount of common stock and may be modified, suspended or discontinued at any time. As of December 31, 2016, we
had repurchased and retired 891,396 shares at an average price of $28.05 per share. The repurchased shares cost a
total of $25 million and represented roughly 2.5% of our total shares outstanding prior to the commencement of the
program. As of February 24, 2017, no additional shares had been repurchased.
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Table of Contents
Item 6—Selected Financial Data
SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
(In thousands, except operating and per share data)
Our selected historical consolidated financial information as of and for the years ended December 31, 2016, 2015, 2014,
2013 and 2012, was derived from our audited historical consolidated financial statements prepared in accordance with GAAP. The
data should be read in conjunction with and is qualified in its entirety by reference to “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and our historical consolidated financial statements and the notes to those
statements included elsewhere in this Annual Report on Form 10-K. In 2013, we closed the sale of our Downstream segment to
Genesis Marine, LLC. The historical results for the Downstream segment and the gain on the sale of that segment have been
presented as discontinued operations for all periods in the Selected Historical Consolidated Financial Information presented herein.
See Note 14 of the Consolidated Financial Statements for more information.
Year Ended December 31,
2014
2013
2015
Statement of Operations Data:
Revenues .............................................................................................................................................. $
Operating expenses ..............................................................................................................................
Depreciation and amortization ...............................................................................................................
General and administrative expenses ...................................................................................................
Gain (loss) on sale of assets .................................................................................................................
Operating income (loss) ........................................................................................................................
Loss on early extinguishment of debt ....................................................................................................
Interest income ......................................................................................................................................
Interest expense ....................................................................................................................................
Other income (expenses)(1) ...................................................................................................................
Income (loss) before income taxes ........................................................................................................
Income tax expense (benefit) ................................................................................................................
Income (loss) from continuing operations ..............................................................................................
Income from discontinued operations, net of tax ...................................................................................
Net income (loss) ...................................................................................................................................
Per Share Data:
Basic earnings (loss) per common share from continuing operations ................................................... $
Basic earnings per common share from discontinued operations .........................................................
Basic earnings (loss) per common share .............................................................................................. $
Diluted earnings (loss) per common share from continuing operations................................................. $
Diluted earnings per common share from discontinued operations.......................................................
Diluted earnings (loss) per common share ............................................................................................ $
Weighted average basic shares outstanding .........................................................................................
Weighted average diluted shares outstanding(2)....................................................................................
Balance Sheet Data (at period end):
Cash and cash equivalents ................................................................................................................... $
Working capital(3) ...................................................................................................................................
Property, plant, and equipment from continuing operations, net ...........................................................
Property, plant, and equipment from discontinued operations, net........................................................
Total assets(4) .........................................................................................................................................
Total short-term debt(5) ...........................................................................................................................
Total long-term debt(6) (7) ........................................................................................................................
Total stockholders’ equity.......................................................................................................................
Statement of Cash Flows Data:
Net cash provided by (used in) continuing operations:
2016
224,299
131,658
113,556
43,358
54
(64,219)
—
1,490
48,675
2,052
(109,352)
(45,506)
(63,846)
—
(63,846)
(1.76)
—
(1.76)
(1.76)
—
(1.76)
36,248
36,248
217,027
225,412
2,578,388
—
2,878,275
—
1,083,710
1,402,996
$
$
$
$
$
$
476,070
219,260
109,029
48,297
44,060
143,544
—
1,525
39,496
1,005
106,578
39,757
66,821
—
66,821
1.87
—
1.87
1.84
—
1.84
35,755
36,302
259,801
279,522
2,574,661
—
2,984,416
—
1,070,281
1,446,163
$
$
$
$
$
$
634,793
296,500
115,450
54,245
822
169,420
—
1,086
30,733
501
140,274
52,367
87,907
618
88,525
2.43
0.02
2.45
2.40
0.01
2.41
36,172
36,692
185,123
254,827
2,459,486
—
2,860,935
—
1,057,487
1,370,765
Operating activities ....................................................................................................................... $
Investing activities ........................................................................................................................
Financing activities .......................................................................................................................
53,050
(97,011)
198
$
215,843
(141,349)
1,023
$
163,106
(401,515)
(19,664)
Net cash provided by (used in) discontinued operations:
Operating activities ....................................................................................................................... $
Investing activities ........................................................................................................................
— $
—
— $
—
2,374
1,638
$
$
$
$
$
$
$
$
$
2012
463,309
226,462
73,675
45,178
(350)
117,644
(6,048)
2,167
57,869
185
56,079
21,384
34,695
2,322
37,017
0.98
0.07
1.05
0.97
0.06
1.03
35,311
36,080
576,678
360,754
1,643,623
168,487
2,584,971
238,071
833,326
1,165,845
128,865
(255,323)
334,391
13,847
(1,772)
185,456
258,325
51.0
48.3
128,190
2,514
$
$
$
$
$
$
$
$
$
548,145
239,239
85,962
53,428
1,587
171,103
(25,776)
2,515
47,352
(92)
100,398
36,320
64,078
47,315
111,393
1.79
1.31
3.10
1.76
1.29
3.05
35,895
36,548
439,291
447,195
2,125,374
759
2,743,015
—
1,045,297
1,295,428
207,067
(526,630)
(61,344)
15,368
228,689
231,197
542,651
50.7
50.3
132,564
2,609
Other Financial Data (unaudited):
EBITDA(8) ............................................................................................................................................... $
Capital expenditures ..............................................................................................................................
Other Operating Data (unaudited)(9):
Average number of new generation OSVs(10) ........................................................................................
Average number of active new generation OSVs(11) ..............................................................................
Average new generation OSV fleet capacity (DWT)..............................................................................
Average new generation OSV vessel capacity (DWT) ..........................................................................
Average new generation OSV utilization rate(12) ....................................................................................
Effective new generation OSV utilization rate (13) ..................................................................................
Average new generation OSV dayrate(14) .............................................................................................. $
Effective dayrate(15) ................................................................................................................................ $
26
51,389
97,535
$
253,578
293,349
$
285,371
408,693
61.9
20.6
218,854
3,535
25.2%
75.7%
60.0
42.0
206,030
3,436
54.4%
77.8%
57.4
56.6
177,033
3,076
79.6%
80.7%
25,233
6,359
$
$
26,278
14,295
$
$
27,416
21,823
$
$
26,605
22,268
$
$
23,445
19,506
83.7%
84.4%
83.2%
87.8%
Table of Contents
(1) Represents other operating income and expenses, including equity in income from investments and foreign currency transaction gains or losses.
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
For the year ended December 31, 2016, due to a net loss, the Company excluded from the calculation of loss per share the effect of equity awards representing rights to
acquire 975 shares of common stock. For the year ended December 31, 2015, the Company had 322 anti-dilutive stock options. For the years ended December 31,
2014, 2013 and 2012, the Company had no anti-dilutive stock options. See Note 3 of our consolidated financial statements for more information about diluted shares
outstanding.
Includes working capital (deficit) from discontinued operations in the amount of $470, $1,461, and $(1,750) as of December 31, 2014, 2013, and 2012, respectively.
Includes total assets from discontinued operations in the amount of $470, $2,337, and $176,277 as of December 31, 2014, 2013 and 2012, respectively.
Excludes imputed original issue discount associated with our 2026 convertible senior notes in the amount of $11,093 as of December 31, 2012. Also excludes deferred
financing costs associated with our 2026 convertible senior notes in the amount of $836 as of December 31, 2012. These notes were putable by the holders to the
Company on November 15, 2013 and therefore were classified as short-term debt. These notes were converted or redeemed in full by the Company in November 2013.
Excludes original issue discount associated with our 2017 senior notes in the amount of $4,771 as of December 31, 2012; and imputed original issue discount
associated with our 2019 convertible senior notes in the amount of $31,093, $41,600, $51,528, $60,908 and $69,699 as of December 31, 2016, 2015, 2014, 2013 and
2012, respectively.
Excludes deferred financing costs associated with our 2017 senior notes in the amount of $3,702 as of December 31, 2012; and deferred financing costs associated with
our 2019 convertible senior notes in the amount of $3,061, $4,095, $5,073, $5,996 and $6,801 as of December 31, 2016, 2015, 2014, 2013 and 2012, respectively; and
deferred financing costs associated with our 2020 senior notes in the amount of $3,025, $3,944, $4,863, $5,782 and $6,701 as of December 31, 2016, 2015, 2014, 2013
and 2012, respectively; and deferred financing costs associated with our 2021 senior notes in the amount of $4,111, $5,080, $6,049, $7,017 as of December 31, 2016,
2015, 2014 and 2013, respectively.
See our discussion of EBITDA as a non-GAAP financial measure immediately following these footnotes.
Excluded from the Other Operating Data are the results of operations for our MPSVs, our shore-base facility, and vessel management services. Due to the fact that
each of our MPSVs have a workload capacity and significantly higher income generating potential than each of our new generation OSVs, the utilization and dayrate
levels of our MPSVs could have a very large impact on our results of operations. For this reason, our consolidated operating results, on a period-to-period basis, are
disproportionately impacted by the level of dayrates and utilization achieved by our MPSVs.
(10) We owned 62 new generation OSVs as of December 31, 2016. Our average number of new generation OSVs for the years ended December 31, 2016, 2015, 2014,
(11)
2013, and 2012, reflect the deliveries of certain vessels under our fourth and fifth OSV newbuild programs. Please refer to Our Vessels on page 7 of this Form 10-K for
more information about vessel names and placed in-service dates. Excluded from this data is one conventional OSV, which was sold during 2016 that was considered a
non-core asset.
In response to weak market conditions, we elected to stack certain of our new generation OSVs on various dates in 2009 and 2010. Based on improved market
conditions, we had re-activated all of our stacked new generation OSVs by June 30, 2013. During 2014, we experienced weak market conditions for which we elected to
stack certain of our new generation OSVs on various dates during the fourth quarter of 2014 and throughout 2015 and 2016.
(12) Utilization rates are average rates based on a 365-day year. Vessels are considered utilized when they are generating revenues.
(13) Effective utilization rate is based on a denominator comprised only of vessel-days available for service by the active fleet, which excludes the impact of stacked vessel
days.
(14) Average dayrates represent average revenue per day, which includes charter hire, crewing services and net brokerage revenues, based on the number of days during
the period that the OSVs generated revenue.
(15) Effective dayrate represents the average dayrate multiplied by the average new generation utilization rate.
Non-GAAP Financial Measures
We disclose and discuss EBITDA as a non-GAAP financial measure in our public releases, including quarterly earnings
releases, investor conference calls and other filings with the Commission. We define EBITDA as earnings (net income) before
interest, income taxes, depreciation and amortization. Our measure of EBITDA may not be comparable to similarly titled measures
presented by other companies. Other companies may calculate EBITDA differently than we do, which may limit their usefulness as
comparative measures.
We view EBITDA primarily as a liquidity measure and, as such, we believe that the GAAP financial measure most directly
comparable to this measure is cash flows provided by operating activities. Because EBITDA is not a measure of financial
performance calculated in accordance with GAAP, it should not be considered in isolation or as a substitute for operating income,
net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data
prepared in accordance with GAAP.
EBITDA is widely used by investors and other users of our financial statements as a supplemental financial measure that,
when viewed with our GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to
gain an understanding of the factors and trends affecting our ability to service debt, pay deferred taxes and fund drydocking charges
and other maintenance capital expenditures. We also believe the disclosure of EBITDA helps investors meaningfully evaluate and
compare our cash flow generating capacity from quarter to quarter and year to year.
EBITDA is also a financial metric used by management (i) as a supplemental internal measure for planning and forecasting
overall expectations and for evaluating actual results against such expectations; (ii) as a significant criteria for annual incentive cash
bonuses paid to our executive officers and other shore-based employees; (iii) to compare to the EBITDA of other companies when
evaluating potential acquisitions; and (iv) to assess our ability to service existing fixed charges and incur additional indebtedness.
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The following table provides the detailed components of EBITDA from continuing operations as we define that term for the
years ended December 31, 2016, 2015, 2014, 2013, and 2012 respectively (in thousands).
Components of EBITDA:
Income (loss) from continuing operations .............. $
Interest, net:
Debt obligations ...............................................
Interest income ................................................
Total interest, net....................................................
Income tax expense (benefit) .................................
Depreciation ...........................................................
Amortization ...........................................................
EBITDA .................................................................. $
2016
2015
2014
2013
2012
Year Ended December 31,
(63,846) $
66,821 $
87,907 $
64,078 $
34,695
48,675
(1,490)
47,185
(45,506)
93,071
20,485
51,389 $
39,496
(1,525)
37,971
39,757
82,566
26,463
30,733
(1,086)
29,647
52,367
71,301
44,149
47,352
(2,515)
44,837
36,320
55,332
30,630
57,869
(2,167)
55,702
21,384
52,005
21,670
253,578 $
285,371 $
231,197 $
185,456
The following table reconciles EBITDA from continuing operations to cash flows provided by operating activities for the years
ended December 31, 2016, 2015, 2014, 2013, and 2012 respectively (in thousands).
2016
2015
2014
2013
2012
Year Ended December 31,
EBITDA Reconciliation to GAAP:
EBITDA ......................................................................... $
Cash paid for deferred drydocking charges..................
Cash paid for interest ...................................................
Cash paid for taxes ......................................................
Changes in working capital ...........................................
Stock-based compensation expense ............................
(Gain) loss on sale of assets ........................................
Loss on early extinguishment of debt ...........................
Changes in other, net ...................................................
Cash flows provided by continuing operations ............. $
51,389 $
(3,978)
(50,152)
(3,732)
50,351
9,983
—
(757)
53,050 $
253,578 $
285,371 $
231,197 $
(13,267)
(50,492)
(4,808)
65,415
10,293
—
(816)
(43,609)
(50,548)
(5,679)
(32,213)
10,324
(822)
—
282
(35,875)
(53,636)
(4,537)
33,458
11,888
(1,587)
25,776
383
185,456
(39,211)
(38,597)
(1,332)
3,571
10,805
350
6,048
1,775
215,843 $
163,106 $
207,067 $
128,865
(54)
(44,060)
In addition, we also make certain adjustments, as applicable, to EBITDA for losses on early extinguishment of debt, stock-
based compensation expense and interest income, to internally evaluate our performance based on the computation of ratios
historically used in certain financial covenants of our credit agreements with various lenders. We believe that these ratios can be
material components of financial covenants and, when applicable, failure to comply with such covenants could result in the
acceleration of indebtedness or the imposition of restrictions on our financial flexibility. The recent changes to the applicable
covenants contained in our credit facility are described in Note 6 of our consolidated financial statements included herein.
The following table provides certain detailed adjustments to EBITDA, as defined in our revolving credit facility for the years
ended December 31, 2016, 2015, 2014, 2013, and 2012, respectively (in thousands).
Adjustments to EBITDA for Computation of Financial Ratios Used in Debt Covenants
Loss on early extinguishment of debt .................................... $
Stock-based compensation expense .....................................
Interest income ......................................................................
— $
— $
— $
9,983
1,490
10,293
1,525
10,324
1,086
Year Ended December 31,
2016
2015
2014
2013
25,776 $
11,914
2,515
2012
6,048
10,891
2,167
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Set forth below are the material limitations associated with using EBITDA as a non-GAAP financial measure compared to cash
flows provided by operating activities.
• EBITDA does not reflect the future capital expenditure requirements that may be necessary to replace our existing vessels
as a result of normal wear and tear,
• EBITDA does not reflect the interest, future principal payments and other financing-related charges necessary to service
the debt that we have incurred in acquiring and constructing our vessels,
• EBITDA does not reflect the deferred income taxes that we will eventually have to pay once we are no longer in an overall
tax net operating loss carryforward position, as applicable, and
• EBITDA does not reflect changes in our net working capital position.
Management compensates for the above-described limitations in using EBITDA as a non-GAAP financial measure by only
using EBITDA to supplement our GAAP results.
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Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following management’s discussion and analysis of financial condition and results of operations should be read
in conjunction with our historical consolidated financial statements and their notes included elsewhere in this Annual
Report on Form 10-K. This discussion contains forward-looking statements that reflect our current views with respect to
future events and financial performance. Our actual results may differ materially from those anticipated in these forward-
looking statements or as a result of certain factors such as those set forth in our Forward Looking Statements disclaimer
on page ii of this Annual Report on Form 10-K.
General
During 2016, oil prices averaged $43 per barrel. The drop in oil price, from $84 in October 2014, is due to
surplus oil, driven in part by a significant rise in U.S. shale oil production as well as other previously unavailable
sources of supply, coupled with OPEC suppliers in the Middle East and Russia not reducing their output. In addition,
economic weakness in many regions of the world, notably Europe and China, has reduced the previously expected oil
consumption growth rate. As a result of lower oil prices, major and independent oil companies with deepwater
operations have significantly reduced their capital spending budgets, which are the principal demand drivers for our
services. Less spending by our customers combined with a global oversupply of OSVs for current market conditions,
including high-spec OSVs in our core markets, have resulted in significant reductions in our dayrates and utilization. In
November 2016, OPEC announced an agreement for its members to reduce production beginning in 2017 in an effort
to reduce the global surplus of oil. Other oil producing nations agreed to voluntary cuts as well. While the
announcement has resulted in a recent increase in oil prices above $50 per barrel, it remains to be seen whether
OPEC and non-OPEC countries will comply with their announced agreement to lower production. In addition, the
recent increase in prices has incentivized some U.S. shale oil producers to increase their production which may offset
all or part of the cuts implemented by OPEC members. Consequently, the recent increase in oil prices may not be
sustainable during 2017.
The principal issue facing the industry at this time is the ultimate duration of the current downturn. While we have
taken extensive measures to reduce costs, these reductions alone will not be sufficient to mitigate the full impact of
revenue loss over an extended period of time. Even in light of the currently reduced level of EBITDA generation, our
cash on hand provides a healthy liquidity cushion through the end of 2018. However, we do not believe that our
current cash on hand, revolving credit availability and cash generated from operations under current market conditions
will be sufficient to repay all three tranches of our $1,125.0 million of principal amount in funded debt that begins to
mature in September 2019, without refinancing or restructuring some or all of such debt.
In the GoM, nine high-spec OSVs have been delivered into the domestic market during 2016, including one of our
own. We expect an additional 13 high-spec OSVs to be delivered into domestic service through 2018. We do not
anticipate significant growth in the supply of high-spec OSVs beyond the currently anticipated level of 207 of such
vessels by the end of 2018. During the fourth quarter of 2016, there was an average of roughly 36 floating rigs
available in the GoM, while an average of 23.2 were working. As of February 15, 2017, there were 37 rigs available
and 24 were working. However, 10 floating rigs have contracts that will expire during 2017. We do not know whether
the remaining rigs will receive contract renewals for operations in the GoM. We expect four new rigs to arrive in the
GoM during 2017. Once a rig arrives in the GoM, it can take several months to commence work and, therefore, we do
not know the timing of when operations of newly arrived rigs will begin, if at all. In the market place, we continue to
observe operators shortening or canceling rig contracts, which we believe will further reduce demand for vessels.
Given these market conditions, we anticipate our average dayrates and utilization levels will continue to be depressed
during 2017. However, the GoM is one of the premier deepwater markets in the world and we are committed to
supporting our customers in this market. We feel that once the current supply and demand fundamentals return to
normal conditions our results from operations will improve.
In recognition of these weak market conditions, we stacked OSVs and MPSVs on various dates commencing on
October 1, 2014. As of December 31, 2016, we had 44 OSVs and two MPSVs stacked. We may consider stacking
additional vessels or reactivating vessels as market conditions warrant. These 46 stacked vessels represent 66% of
our fleetwide vessel headcount, or 52% of our total OSV and MPSV deadweight tonnage. By stacking vessels, we
expect to significantly reduce our cash outlays and lower our risk profile; however, we will have fewer revenue-
producing units in service that can contribute to our results and contribute cash flows to cover our fixed costs and
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commitments. While we may choose to stack additional vessels should market conditions warrant, our current
expectation is to retain our current active fleet of 24 vessels in the market and to accept contracts at the best available
terms even if such contracts are below our cash break even cost of operations.
In Mexico, while the energy reform continues to progress, questions remain on the timing of the incremental
activity expected in the Mexican deepwater GoM given the current oil price environment. PEMEX budget reductions
have resulted in contract cancellations, drastically curtailing the number of our vessels operating in Mexico from 2015
levels. During 2016, six of our Mexican-flagged vessels were stacked. Nevertheless, we consider Mexico to be a
long-term market for our services, especially in light of energy reforms being carried out there. Despite current oil
prices, 26 companies were pre-approved as bidders for the first-ever Mexican deepwater lease auction, which
occurred in December 2016. We continue to explore opportunities to place additional vessels into Mexico to support
PEMEX in its ongoing shallow water activity and non-PEMEX customers in support of future shelf and deepwater
activity there.
In Brazil, Petrobras has moved towards an "all Brazilian flag" vessel fleet, which has limited opportunities in
Brazil for foreign-flagged vessels, except where highly specialized services are required. In January 2016, we placed
one of our newbuild HOSMAX 310 class OSVs into Brazilian registry and have imported that vessel into Brazil. In
October 2016, Brazil enacted new legislation that will allow international oil companies to participate as operators of
pre-salt offshore developments, reversing a policy that reserved these properties to Petrobras, exclusively. By doing
so, the Brazilian government has created the possibility that foreign operators might spur additional exploration and
development activity that has been dampened by low oil prices and Petrobras' difficulties.
Our Vessels
All of our current vessels are qualified under the Jones Act to engage in U.S. coastwise trade, except for eight
foreign-flagged new generation OSVs, one foreign-flagged well-stimulation vessel and two foreign-flagged MPSVs. As
of December 31, 2016, our 18 active new generation OSVs, six MPSVs and four managed OSVs were operating in
domestic and international areas as noted in the following table:
Operating Areas
Domestic
GoM ............................................................................................................................................
Other U.S. coastlines(1) ...............................................................................................................
Foreign
Brazil ...........................................................................................................................................
Mexico .........................................................................................................................................
Middle East .................................................................................................................................
Other Latin America .....................................................................................................................
Total Active Vessels(2)
(1) Comprised of two owned vessels and four managed vessels that are currently supporting the military.
(2)
Excluded from this table are 44 OSVs and two MPSVs that were stacked as of December 31, 2016.
17
6
23
1
1
1
2
5
28
OSV Newbuild Program #5. In February 2016, we announced the expansion of our fifth OSV newbuild program to
enhance the four then-remaining vessels to be delivered as MPSVs. These enhancements include additional
accommodations, additional ROV workspaces, additional crane lifting capacities and, for each of the final two MPSVs,
the addition of a 60-foot mid-body section. Our fifth OSV newbuild program now consists of four 300 class OSVs, five
310 class OSVs, ten 320 class OSVs, three 310 class MPSVs and two 400 class MPSVs. As of February 15, 2017, we
had delivered and placed in service 22 vessels under such newbuild program. Delivery of the two remaining vessels
under this 24-vessel domestic newbuild program is expected to occur during the first and third quarters of 2018. We
expect to own 62 new generation OSVs and to manage four vessels for the U.S. Navy, as of December 31, 2017.
These aggregate OSV vessel additions result in a projected average new generation OSV fleet complement of 62.0 for
fiscal year 2017. With the addition of the two MPSVs, we expect to own ten MPSVs as of December 31, 2018. These
MPSV additions result in a projected average MPSV fleet complement of 8.0, 9.3 and 10.0 vessels for the fiscal years
2017, 2018 and 2019, respectively. The aggregate cost of our fifth OSV newbuild program, excluding construction
period interest, is expected to be approximately $1,335.0 million, approximately 94.7% of which has already been
incurred. For further information regarding our fifth OSV newbuild program, please refer to the Capital Expenditures
and Related Commitments section.
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Operating Costs
Our operating costs are primarily a function of fleet size, areas of operations and utilization levels. The most
significant direct operating costs are wages paid to vessel crews, maintenance and repairs, and marine insurance.
Because most of these expenses are incurred regardless of vessel utilization, our direct operating costs as a
percentage of revenues may fluctuate considerably with changes in dayrates and utilization. As of December 31,
2016, we had 46 stacked vessels. By removing these vessels from our active operating fleet, we have been able to
significantly reduce our operating costs, including crew costs. If market conditions worsen, we may elect to stack
additional vessels. Our fixed operating costs are now spread over 24 owned and operated vessels and four vessels
managed for the U.S. Navy.
In certain foreign markets in which we operate, we are susceptible to higher operating costs, such as materials
and supplies, crew wages, maintenance and repairs, taxes, importation duties, and insurance costs. Difficulties and
costs of staffing international operations, including vessel crews, and language and cultural differences generally
contribute to a higher cost structure in foreign locations compared to our domestic operations. We may not be able to
recover higher international operating costs through higher dayrates charged to our customers. Therefore, when we
increase our international complement of vessels, our gross margins may fluctuate depending on the foreign areas of
operation and the complement of vessels operating domestically.
In addition to the operating costs described above, we incur fixed charges related to the depreciation of our fleet
and amortization of costs for routine drydock inspections and maintenance and repairs necessary to ensure
compliance with applicable regulations and to maintain certifications for our vessels with the USCG and various
classification societies. The aggregate number of drydockings and other repairs undertaken in a given period
determines the level of maintenance and repair expenses and marine inspection amortization charges. We capitalize
costs incurred for drydock inspection and regulatory compliance and amortize such costs over the period between
such drydockings, typically 30 months. Applicable maritime regulations require us to drydock our vessels twice in a
five-year period for inspection and routine maintenance and repair. If we undertake a disproportionately large number
of drydockings in a particular fiscal period, comparability of results may be affected. While we can defer required
drydockings of stacked vessels, we will be required to conduct such deferred drydockings prior to such vessels
returning to service, which could delay their return to active service.
Critical Accounting Estimates
Our consolidated financial statements included in this Annual Report on Form 10-K have been prepared in
accordance with accounting principles generally accepted in the United States. In many cases, the accounting
treatment of a particular transaction is specifically dictated by GAAP. In other circumstances, we are required to make
estimates, judgments and assumptions that we believe are reasonable based upon available information. We base our
estimates and judgments on historical experience and various other factors that we believe are reasonable based upon
the information available. Actual results may differ from these estimates under different assumptions and conditions.
We believe that of our significant accounting policies discussed in Note 2 to our consolidated financial statements, the
following may involve estimates that are inherently more subjective.
Carrying Value of Vessels. We depreciate our OSVs and MPSVs over estimated useful lives of 25 years each.
Salvage value for our new generation marine equipment is typically 25% of the originally recorded cost for these asset
types. In assigning depreciable lives to these assets, we have considered the effects of both physical deterioration
largely caused by wear and tear due to operating use and other economic and regulatory factors that could impact
commercial viability. To date, our experience confirms that these policies are reasonable, although there may be
events or changes in circumstances in the future that indicate that recovery of the carrying amount of our vessels might
not be possible.
We presently review our vessels for impairment using the following asset groups: New Generation OSVs and
MPSVs. Management has concluded that these groupings are appropriate because our vessels are highly relevant
and mobile and are consistent based on the operating and marketing characteristics desired by our customers. When
analyzing asset groups for impairment, we consider both historical and projected operating cash flows, operating
income, and EBITDA based on current operating environment and future conditions that we can reasonably anticipate,
such as inflation or prospective wage costs. These projections are based on, but not limited to, job location, current
and historical market dayrates included in recent sales proposals, utilization and contract coverage; along with
anticipated market drivers, such as drilling rig movements, results of offshore lease sales and discussions with our
customers regarding their ongoing drilling plans. We also consider recent vessel sales and recent vessel appraisals.
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If events or changes in circumstances as set forth above indicate that the asset group’s carrying amount may not
be recoverable, we would then be required to estimate the undiscounted future cash flows expected to result from the
use of the asset group and its eventual disposition. If the sum of the expected future cash flows is less than the
carrying amount of the vessel, we would be required to reduce the carrying amount to fair value. Examples of events
or changes in circumstances that could indicate that the recoverability of the carrying amount of our asset groups
should be assessed might include a significant change in regulations such as OPA 90, a significant decrease in the
market value of the asset group and current period operating or cash flow losses combined with a history of operating
or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the asset group.
During the second quarter of 2016, we identified indicators of impairment relating to our vessels. As required by
current accounting guidance, we calculated the undiscounted cash flows using a probability weighted forecast for each
of our asset groups over their respective remaining useful lives. The total of the undiscounted cash flows was greater
than the net book values of our asset groups and, therefore, we concluded that we did not have an impairment to our
long-lived assets as of June 30, 2016. In the development of the undiscounted cash flows, in addition to the previously
discussed considerations above and in light of current market conditions, we estimate the length of time it takes for the
market to absorb our stacked vessels and return those vessels to active status. Any significant revisions to this
estimate has the greatest impact in the development of the undiscounted cash flows. If the estimate of the return to
active status for our stacked vessels were to be two years longer than its current estimate, the undiscounted cash
flows would decrease by approximately 10%, but would still be greater than the respective net book values. See Note
5 to our consolidated financial statements included herein for further discussion. We have not observed any additional
indicators of impairment related to our vessels subsequent to June 30, 2016 and we believe that the assumptions used
in our undiscounted cash flow analysis continue to be reasonable under current market conditions. We will continue to
closely monitor market conditions and potential impairment indicators as long as this market downturn persists.
Recertification Costs. Our vessels are required by regulation to be recertified after certain periods of time. These
recertification costs are incurred while the vessel is in drydock where other routine repairs and maintenance are
performed and, at times, major replacements and improvements are performed. We expense routine repairs and
maintenance as they are incurred. Recertification costs can be accounted for in one of two ways: (1) defer and
amortize or (2) expense as incurred. We defer and amortize recertification costs over the length of time that the
recertification is expected to last, which is generally 30 months. Major replacements and improvements, which extend
the vessel’s economic useful life or functional operating capability, are capitalized and depreciated over the vessel’s
remaining economic useful life. Inherent in this process are judgments we make regarding whether the specific cost
incurred is capitalizable and the period that the incurred cost will benefit.
Mobilization Costs. Vessels will routinely move to and from international and domestic operating areas.
Mobilization costs associated with relocating vessels typically include fuel, crew costs, vessel modifications, materials
and supplies, importation taxes or other pre-positioning expenses required by the customer. The extent of mobilization
costs incurred to relocate a vessel is directly related to the customer contract terms and area of operation. Some of
our charter agreements provide for us to recover mobilization costs through billings to our customers. Unless
mobilization costs are rebillable to customers, we expense these costs as incurred.
Revenue Recognition. We charter our vessels to customers under time charters based on a daily rate of hire and
recognize revenue as earned on a daily basis during the contract period of the specific vessel.
Allowance for Doubtful Accounts. Our customers are primarily national oil companies, major and independent,
domestic and international, oil and gas and oil service companies. Our customers are granted credit on a short-term
basis and related credit risks are considered minimal. We usually do not require collateral. We provide an estimate for
uncollectible accounts based primarily on management’s judgment. Management uses the relative age of receivable
balances, historical losses, current economic conditions and individual evaluations of each customer to make
adjustments to the allowance for doubtful accounts. Our historical losses have not been significant. However,
because amounts due from individual customers can be significant, future adjustments to the allowance can be
material if one or more individual customer’s balances are deemed uncollectible.
Income Taxes. We follow accounting standards for income taxes that require the use of the liability method of
computing deferred income taxes. Under this method, deferred income taxes are provided for the temporary
differences between the financial reporting basis and the tax basis of our assets and liabilities. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The assessment of the realization of deferred tax
assets, particularly those related to tax net operating loss carryforwards and foreign tax credit (FTC) carryforwards,
involves the use of management’s judgment to determine whether it is more likely than not that we will realize such tax
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benefits in the future prior to their expiration. We continue to review our projected operating results related to the
realization of these FTC carryforwards and recently concluded that it is more likely than not we may not realize the full
benefit of our FTC carryforwards that are scheduled to expire in 2019. Accordingly, during the fourth quarter of 2016,
we recorded a valuation allowance of $2.3 million to reflect the potential inability to fully utilize these credits. In
addition, each reporting period, we assess and adjust for any significant changes to our liability for unrecognized
income tax benefits. We account for any interest and penalties relating to uncertain tax positions in general and
administrative expenses.
Stock-Based Compensation Expense. All equity-settled share-based payments to employees and directors,
including grants of stock options and restricted stock units, are recognized over the vesting period in the income
statement based on their fair values at the date of grant. All cash-settled share-based payments to employees and
directors are recognized in the income statement based on their fair values at the end of the reporting period over their
vesting period.
Legal Contingencies. We are involved in a variety of claims, lawsuits, investigations and proceedings, as
described in Note 10 to our consolidated financial statements. We determine whether an estimated loss from a
contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated.
We assess our potential liability by analyzing our litigation and regulatory matters using available information. We
develop our views on estimated losses in consultation with outside counsel handling our defense in these matters,
which involves an analysis of potential results, assuming a combination of litigation and settlement strategies. Should
developments in any of these matters cause a change in our determination such that we expect an unfavorable
outcome and result in the need to recognize a material accrual, or should any of these matters result in a final adverse
judgment or be settled for a significant amount, they could have a material adverse effect on our results of operations
in the period or periods in which such change in determination, judgment or settlement occurs.
Results of Operations
The tables below set forth the average dayrates, utilization rates and effective dayrates for our owned new
generation OSVs and the average number and size of such vessels owned during the periods indicated. These
vessels generate a substantial portion of our revenues and operating profit. Excluded from the OSV information below
is the results of operations for our MPSVs, our shore-base facility, and vessel management services, including the four
vessels managed for the U.S. Navy. The Company does not provide average or effective dayrates for its MPSVs.
MPSV dayrates are impacted by highly variable customer-required cost-of-sales associated with ancillary equipment
and services, such as ROVs, accomodation units and cranes, which are typically recovered through higher dayrates
charged to the customer. Due to the fact that each of our MPSVs have a workload capacity and significantly higher
income generating potential than each of the Company’s new generation OSVs, the utilization and dayrate levels of our
MPSVs could have a very large impact on our results of operations. For this reason, our consolidated operating
results, on a period-to-period basis, are disproportionately impacted by the level of dayrates and utilization achieved by
our eight MPSVs.
Years Ended December 31,
2016
2015
2014
Offshore Supply Vessels:
Average number of new generation OSVs(1)..........................
Average number of active new generation OSVs(2) ...............
Average new generation OSV fleet capacity (DWT) ..............
Average new generation OSV capacity (DWT)......................
Average new generation OSV utilization rate(3) .....................
Effective new generation OSV utilization rate(4) .....................
Average new generation OSV dayrate(5)................................ $
Effective dayrate(6) ................................................................. $
61.9
20.6
218,854
3,535
25.2%
75.7%
60.0
42.0
206,030
3,436
54.4%
77.8%
25,233
6,359
$
$
26,278
14,295
$
$
57.4
56.6
177,033
3,076
79.6%
80.7%
27,416
21,823
(1) We owned 62 new generation OSVs as of December 31, 2016. Our average number of new generation OSVs for the year ended December 31, 2016
reflects the deliveries of certain vessels under our fifth OSV newbuild program. Please refer to Our Vessels on page 7 of this Form 10-K for more
information about vessel names and placed in-service dates.
In response to weak market conditions, we elected to stack certain of our new generation OSVs on various dates since October 2014. Active new
generation OSVs represent vessels that are immediately available for service during each respective period.
(2)
(3) Utilization rates are average rates based on a 365-day year. Vessels are considered utilized when they are generating revenues.
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(4)
(5)
(6)
Effective utilization rate is based on a denominator comprised only of vessel-days available for service by the active fleet, which excludes the impact of
stacked vessel days.
Average new generation OSV dayrates represent average revenue per day, which includes charter hire, crewing services and net brokerage revenues,
based on the number of days during the period that the OSVs generated revenues.
Effective dayrate represents the average dayrate multiplied by the average new generations utilization rate.
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YEAR ENDED DECEMBER 31, 2016 COMPARED TO YEAR ENDED DECEMBER 31, 2015
Summarized financial information for the fiscal years ended December 31, 2016 and 2015, respectively, is shown
below in the following table (in thousands, except percentage changes):
Year Ended
December 31,
Increase (Decrease)
2016
2015
$ Change
% Change
Revenues:
Vessel revenues
Domestic .............................................................. $
Foreign .................................................................
Non-vessel revenues ....................................................
Operating expenses ..........................................................
Depreciation and amortization ..........................................
General and administrative expenses...............................
Gain on sale of assets ......................................................
Operating income (loss) ....................................................
Interest expense ...............................................................
Interest income .................................................................
Income tax expense (benefit) ...........................................
Net income (loss) .............................................................. $
151,612 $
38,824
190,436
33,863
224,299
131,658
113,556
43,358
288,572
54
(64,219)
48,675
1,490
(45,506)
(63,846) $
298,574 $ (146,962)
(108,984)
147,808
(255,946)
446,382
29,688
4,175
(251,771)
476,070
(87,602)
219,260
4,527
109,029
48,297
(4,939)
(88,014)
376,586
(44,006)
44,060
(207,763)
143,544
9,179
39,496
1,525
(35)
39,757
(85,263)
66,821 $ (130,667)
(49.2) %
(73.7) %
(57.3) %
14.1 %
(52.9) %
(40.0) %
4.2 %
(10.2) %
(23.4) %
(99.9) %
>(100.0) %
23.2 %
(2.3) %
>(100.0) %
>(100.0) %
Revenues. Revenues for 2016 decreased by $251.8 million, or 52.9%, to $224.3 million compared to $476.1
million for 2015. Our weighted-average active operating fleet for 2016 was approximately 27 vessels compared to 48
vessels for 2015.
Vessel revenues decreased $255.9 million, or 57.3%, to $190.4 million for 2016 compared to $446.4 million for
2015. The decrease in vessel revenues primarily resulted from weak market conditions in the GoM, which led to our
decision to stack new generation OSVs on various dates during fiscal 2016 and fiscal 2015. For 2016, we had an
average of 41.3 OSVs stacked compared to an average of 18.0 OSVs stacked in the prior year. This decrease in
vessel revenues was partially offset by $12.7 million in revenues earned from the full or partial-period contribution of
eight vessels that were placed in service under our fifth OSV newbuild program since December 2014. Revenue from
our MPSV fleet decreased $88.2 million, or 65.5%, for 2016 compared to 2015. Average new generation OSV
dayrates were $25,233 for 2016 compared to $26,278 for 2015, a decrease of $1,045, or 4.0%. Our new generation
OSV utilization was 25.2% for 2016 compared to 54.4% for 2015. This decrease in utilization is primarily due to weak
market conditions for high-spec OSVs operating in the GoM and the incremental vessels that were stacked during
2016 compared to 2015. Our new generation fleet of OSVs incurred 169 days of aggregate downtime for regulatory
drydockings and certain vessels were stacked for an aggregate of 15,111 days during 2016. Excluding stacked vessel
days, our new generation OSV effective utilization was 75.7% and 77.8% during the twelve months ended
December 31, 2016 and 2015, respectively. Domestic vessel revenues decreased $147.0 million during 2016
compared to 2015 primarily due to lower effective dayrates earned by vessels operating in our fleet during the twelve
months ended December 31, 2016 and the stacking of vessels since December 2014. Foreign vessel revenues
decreased $109.0 million primarily due to an average of 11 OSVs and one MPSV that relocated to the GoM from
foreign regions or have been stacked on various dates since December 2014. Foreign vessel revenues comprised
20.4% of our total vessel revenues for 2016 compared to 33.1% for 2015.
Non-vessel revenues increased $4.2 million, or 14.1%, to $33.9 million for 2016 compared to $29.7 million for
2015. The increase in non-vessel revenues is primarily due to the full period contribution of management services
provided to the four vessels sold to the U.S Navy during 2015.
36
Table of Contents
Operating expenses. Operating expenses were $131.7 million, a decrease of $87.6 million, or 40.0%, for 2016
compared to $219.3 million for 2015. Operating expenses were primarily driven lower by vessels that were removed
from our active fleet count since December 2014, which resulted in a substantial reduction in mariner headcount, and
multiple reductions to active mariner pay levels since December 2014. This decrease was partially offset by $9.9
million of operating costs related to the full or partial-period contribution from vessels added to our fleet since
December 2014. Aggregate cash operating expenses are projected to be in the range of $115.0 million to $130.0
million for 2017. Such cash operating expense estimate is exclusive of any additional repositioning expenses we may
incur in connection with the potential relocation of more of our vessels into international markets or back to the GoM,
and any customer-required cost-of-sales related to future contract fixtures that are typically recovered through higher
dayrates.
Depreciation and Amortization. Depreciation and amortization expense of $113.6 million was $4.5 million, or
4.2%, higher for 2016 compared to 2015. Depreciation increased by $10.5 million primarily due to the contribution of
eight vessels that were placed in service on various dates since December 2014. The depreciation increase was
partially offset by a decrease in amortization expense of $6.0 million, which was mainly driven by postponed
recertifications for certain of our stacked OSVs. Depreciation expense is expected to increase from current levels
when the two remaining vessels under our current newbuild program are placed in service. Amortization expense is
expected to decrease as the result of the deferral of regulatory recertification activities for vessels that have been
stacked.
General and Administrative Expenses. General and administrative expenses of $43.4 million, or 19.3% of
revenues, was $4.9 million lower, during 2016 compared to 2015. The decrease in G&A expense was primarily due to
lower shoreside compensation expense. Shoreside compensation expense was lower due to workforce reductions
that were implemented in late 2015 and during 2016, as well as lower short-term incentive compensation expense.
Our general and administrative expenses are expected to be in the approximate range of $43.0 to $48.0 million for
2017.
Gain on Sale of Assets. During 2015, we completed the sale of four 250EDF class OSVs to the U.S. Navy for
cash consideration of $152.0 million. The sale resulted in a pre-tax gain of approximately $44.1 million ($27.6 million
after-tax or $0.76 per diluted share).
Operating Income (Loss). Operating income decreased by $207.8 million to an operating loss of $(64.2) million
during 2016 compared to 2015 for the reasons discussed above. Operating loss as a percentage of revenues was
(28.6)% for 2016 compared to an operating income margin of 30.2% for 2015. Excluding the gain on sale of assets,
our operating income for 2015 would have been $99.5 million, or 20.9% of revenues.
Interest Expense. Interest expense of $48.7 million increased $9.2 million during 2016 compared to 2015
primarily due to capitalizing a lower percentage of interest compared to the prior-year period driven by a lower average
construction work-in-progress balance under our newbuild program in 2016. During 2016, we recorded $16.7 million of
capitalized construction period interest, or roughly 25.5% of our total interest costs, compared to having $24.7 million,
or roughly 38.5% of our total interest costs, for 2015.
Interest Income. Interest income was $1.5 million for fiscal 2016 and for fiscal 2015. Our average cash balance
decreased to $237.5 million for 2016 compared to $269.9 million for 2015. The average interest rate earned on our
invested cash balances was approximately 0.6% and 0.5% during fiscal years 2016 and 2015, respectively. The
decrease in average cash balance was primarily due to cash outflows associated with our fifth OSV newbuild program
and lower revenues earned by active vessels operating in our fleet during 2016 compared to the prior-year period.
Income Tax Expense (Benefit). Our effective tax (benefit) rate was (41.6)% and 37.3% for 2016 and 2015,
respectively. Our income tax expense for each year primarily consisted of deferred taxes. Our income tax rate differs
from the federal statutory rate primarily due to expected state tax liabilities and items not deductible for federal income
tax purposes. Our benefit rate for fiscal 2016 was higher than the tax rate in the prior year due to a favorable tax
election we made in our 2015 federal income tax return filed in the fourth quarter of 2016. We anticipate our tax rate
for fiscal 2017 will be approximately 35%.
Net Income (Loss). Operating performance decreased year-over-year by $130.7 million for a reported net loss of
$(63.8) million for 2016 compared to net income of $66.8 million for 2015. Excluding the gain on sale of assets, net
income would have been $39.2 million for 2015. This decrease in net income for 2016 was primarily driven by lower
revenues due to weak market conditions discussed above and the reduction of active vessels in our operating fleet.
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Table of Contents
YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 2014
Summarized financial information for the fiscal years ended December 31, 2015 and 2014, respectively, is shown
below in the following table (in thousands, except percentage changes):
Year Ended
December 31,
Increase (Decrease)
2015
2014
$ Change
% Change
Revenues:
Vessel revenues
Non-vessel revenues ............................................................
Operating expenses .................................................................
Depreciation and amortization ..................................................
General and administrative expenses ......................................
Domestic ...................................................................... $ 298,574 $ 477,498 $ (178,924)
3,329
Foreign ........................................................................
(175,595)
16,872
(158,723)
(77,240)
(6,421)
(5,948)
(89,609)
43,238
(25,876)
8,763
439
(12,610)
(21,086)
(618)
88,525 $ (21,704)
Gain on sale of assets ..............................................................
Operating income .....................................................................
Interest expense .......................................................................
Interest income .........................................................................
Income tax expense .................................................................
Income from continuing operations ...........................................
Income from discontinued operations, net of tax ......................
Net income ............................................................................... $
147,808
446,382
29,688
476,070
219,260
109,029
48,297
376,586
44,060
143,544
39,496
1,525
39,757
66,821
—
66,821 $
144,479
621,977
12,816
634,793
296,500
115,450
54,245
466,195
822
169,420
30,733
1,086
52,367
87,907
618
(37.5) %
2.3 %
(28.2) %
>100.0 %
(25.0) %
(26.1) %
(5.6) %
(11.0) %
(19.2) %
>100.0 %
(15.3) %
28.5 %
40.4 %
(24.1) %
(24.0) %
(100.0) %
(24.5) %
Revenues. Revenues for 2015 decreased by $158.7 million, or 25.0%, to $476.1 million compared to $634.8
million for 2014. Our weighted-average active operating fleet for 2015 was approximately 48 vessels compared to 61
vessels for 2014.
Vessel revenues decreased $175.6 million, or 28.2%, to $446.4 million for 2015 compared to $622.0 million for
2014. The decrease in vessel revenues primarily resulted from weak market conditions in the GoM, which led to our
decision to stack 28 new generation OSVs on various dates between October 1, 2014 and December 31, 2015. For
2015, we had an average of 18.0 vessels stacked compared to 0.8 vessels stacked in the prior year. This decrease in
vessel revenues was partially offset by $54.0 million in revenues from the full or partial-period contribution of 14
vessels that were placed in service under our fifth OSV newbuild program since December 2013. Revenue from our
MPSV fleet decreased $40.7 million, or 23.2%, for 2015 compared to 2014. Average new generation OSV dayrates
were $26,278 for 2015 compared to $27,416 for 2014, a decrease of $1,138, or 4.2%. Our new generation OSV
utilization was 54.4% for 2015 compared to 79.6% for 2014. This decrease in utilization is primarily due to weak spot
market conditions for our high-spec OSVs operating in the GoM and the incremental vessels that were stacked during
2015 compared to 2014. Our new generation OSVs incurred 238 days of aggregate downtime for regulatory
drydockings and were stacked for an aggregate of 6,587 days during 2015. Excluding stacked vessel days, our new
generation OSV effective utilization was 77.8% and 80.7% during 2015 and 2014, respectively. Domestic vessel
revenues decreased $178.9 million during 2015 compared to 2014 due to lower dayrates earned by vessels operating
in our fleet during 2015 and the stacking of vessels in late 2014 through 2015. Foreign vessel revenues increased by
$3.3 million primarily due to the full or partial-period contribution of 11 OSVs and two MPSVs that relocated to foreign
regions on various dates since 2013. Foreign vessel revenues comprised 33.1% of our total vessel revenues for 2015
compared to 23.2% for 2014.
Non-vessel revenues increased $16.9 million, or 131.6%, to $29.7 million for 2015 compared to $12.8 million for
2014. The increase in non-vessel revenues is primarily due to incremental revenues associated with management
services provided to the four vessels sold to the U.S Navy during 2015 compared to 2014.
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Operating expenses. Operating expenses were $219.3 million, a decrease of $77.2 million, or 26.1%, for 2015
compared to $296.5 million for 2014. Operating expenses were driven lower by vessels that were removed from our
active fleet count since late 2014, which resulted in a substantial reduction in mariner headcount. This decrease was
partially offset by $25.7 million of operating costs related to the full or partial-period contribution from vessels added to
our fleet since December 2013.
Depreciation and Amortization. Depreciation and amortization expense was $6.4 million, or 5.6%, lower for 2015
compared to 2014. Depreciation increased by $11.3 million primarily due to the contribution of 14 vessels that were
placed in service on various dates since December 2013. The depreciation increase was more than offset by a
decrease in amortization expense of $17.7 million, primarily due to $6.8 million of incremental amortization recorded for
the accelerated regulatory drydocking of vessels during 2014 along with lower amortization from the sale of four
vessels to the U.S. Navy in 2015 and the deferral of planned drydockings for stacked vessels.
General and Administrative Expenses. General and administrative expenses of $48.3 million decreased by $5.9
million, or 11.0%, during 2015 compared to 2014. This decrease in G&A expenses was primarily due to lower
shoreside compensation and short-term incentive compensation expense and a reduction in bad debt reserves.
General and administrative expenses as a percentage of revenues were 10.1% for 2015 compared to 8.5% for 2014.
Gain on Sale of Assets. During 2015, we completed the sale of four 250EDF class OSVs, the HOS Arrowhead,
the HOS Black Powder, the HOS Eagleview and the HOS Westwind, to the U.S. Navy for cash consideration of $152.0
million. The sale resulted in a pre-tax gain of approximately $44.1 million ($27.6 million after-tax or $0.76 per diluted
share). During 2014, we sold a non-core 220 class OSV that resulted in an aggregate gain of approximately $0.8
million ($0.5 million after-tax or $0.01 per diluted share).
Operating Income. Operating income decreased by $25.9 million to $143.5 million during 2015 compared to 2014
for the reasons discussed above. Operating income as a percentage of revenues was 30.2% for 2015 compared to
26.7% for 2014. Excluding gain on sales of assets, our operating income for 2015 would have been $99.5 million, or
20.9% of revenues and for 2014 would have been $168.6 million, or 26.6% of revenues.
Interest Expense. Interest expense increased $8.8 million during 2015 compared to 2014 primarily due to
capitalizing a lower percentage of interest compared to the prior year. During 2015, we capitalized interest of $24.7
million, or roughly 38% of our total interest costs, compared to capitalized interest of $33.2 million, or roughly 52% of
our total interest costs, for 2014.
Interest Income. Interest income increased by $0.4 million to $1.5 million for 2015 compared to $1.1 million for
2014. Our average cash balance decreased to $269.9 million for 2015 compared to $307.9 million for 2014. The
average interest rate earned on our invested cash balances was approximately 0.5% and 0.4% during 2015 and 2014,
respectively. The decrease in average cash balance was primarily due to cash outflows associated with our fifth OSV
newbuild program in 2014 and 2015 and lower revenue earned by active vessels operating in our fleet. These
decreases were partially offset by cash inflows from the sale of four vessels to the U.S. Navy in 2015.
Income Tax Expense. Our effective tax rate was 37.3% for 2015 and 2014. During 2015 and 2014, our income
tax expense primarily consisted of deferred taxes. Our income tax rate is different from the federal statutory rate
primarily due to expected state tax liabilities and items not deductible for federal income tax purposes.
Income from Continuing Operations. Operating performance decreased year-over-year by $21.1 million for
reported income from continuing operations of $66.8 million for 2015 compared to $87.9 million for 2014. Excluding
gains on sale of assets from both periods presented, income from continuing operations would have been $39.2 million
for 2015 compared to $87.4 million for 2014. This decrease in income from continuing operations for 2015 was
primarily driven by lower revenues due to weak market conditions discussed above that were partially offset by the
gain on sale of four vessels to the U.S. Navy in 2015.
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Table of Contents
Liquidity and Capital Resources
Our capital requirements have historically been financed with cash flows from operations, proceeds from
issuances of our debt and common equity securities, borrowings under our credit facilities and cash received from the
sale of assets. We require capital to fund on-going operations, remaining obligations under our expanded fifth OSV
newbuild program, vessel recertifications, discretionary capital expenditures and debt service and may require capital
to fund potential future vessel construction, retrofit or conversion projects, acquisitions, stock repurchases or the
retirement of debt. The nature of our capital requirements and the types of our financing sources are not expected to
change significantly for 2017.
We have reviewed all of our debt agreements, including our revolving credit facility as amended in July 2016, as
well as our liquidity position and projected future cash needs. Despite volatility in commodity markets, we remain
confident in the short- and long-term viability of our business model. To date, our liquidity has been impacted by such
volatility through lower than normal cash flow from operations. However, we project that, even with the current
depressed operating levels, cash generated from operations together with cash on-hand should be sufficient to fund
our operations and commitments at least through the end of 2018, which is the end of our current guidance period,
without drawing on our revolving credit facility. We also believe that we will be able to fund all of the deferred
maintenance capital expenditures that will be required upon reactivation of our stacked vessels when market
conditions improve with existing sources of liquidity. We have three tranches of funded unsecured debt outstanding
that mature in fiscal years 2019, 2020 and 2021, respectively. However, under existing market conditions, we do not
currently expect to have sufficient liquidity to repay the principal of these three tranches of funded unsecured debt
outstanding when they mature, without refinancing or restructuring some or all of such debt. While we anticipate
addressing these balances in advance of their respective maturities, refinancing in the current climate is not likely to be
achievable on terms that are in-line with our historic cost of debt capital. We remain fully cognizant of the challenges
currently facing the offshore oil and gas industry and are proactively taking steps to protect the business enterprise.
As of December 31, 2016, we had total cash and cash equivalents of $217.0 million. On July 29, 2016, we
amended our existing revolving credit facility and as of February 24, 2017, we remain in compliance with all covenants
under such facility. The amended facility provides continued access to a reduced level of standby liquidity for working
capital and general corporate purposes, including acquisitions, newbuild and conversion programs and other capital
expenditures. The borrowing base of the amended credit facility was reduced from $300.0 million to $200.0 million.
Among other things, the amended revolving credit facility limits our cash balance to $50 million at any time the facility is
drawn, increases the minimum liquidity (cash and revolver availability) level required for prepayment of our 2019
convertible senior notes, 2020 senior notes, and 2021 senior notes from $100 million to $150 million, and increases the
minimum liquidity level required to permit a merger, formation or acquisition of a subsidiary or an investment (other
than certain permitted investments) from $20 million to $100 million. The amended facility also increased the unused
commitment fee to 50 basis points for all pricing levels and the London Interbank Offered Rate, or LIBOR, spreads for
funded borrowings to a new range of 225 basis points to 325 basis points. The minimum collateral-to-loan value ratio
under the amended facility was restored to its prior level of 200% of the borrowing base, which had been reduced to
150% of the borrowing base when the facility was amended and extended in February 2015. Accordingly, the number
of vessels pledged as collateral was increased from 10 OSVs valued in excess of $450 million to 12 OSVs valued in
excess of $400 million. None of our remaining assets have been granted as security. The amended credit facility
reduced the minimum interest coverage ratio from 3.00x to 1.00x with step-ups to 1.25x in the third quarter of 2018
and 1.50x in the first quarter of 2019 and delayed the step-down in the total debt-to-capitalization ratio from 55% to
50% by six quarters to the third quarter of 2018. We have the option of making a one-time election to suspend the
interest coverage ratio for a holiday period of no more than four quarters, ending no later than the fourth quarter of
2017, with a single permitted rescission. We project that we will elect to utilize this interest coverage holiday during
fiscal 2017. If we elect to exercise the interest coverage holiday, then the borrowing base will be capped at $75 million
during the period of the holiday and the LIBOR spreads for funded borrowings will be increased by an additional 50
basis points during and after the holiday. For additional information with respect to other changes to our revolving
credit facility, please refer to Note 6 of our consolidated financial statements included herein and the First Amendment
to Second Amended and Restated Credit Agreement referenced as an exhibit to this Form 10-K. The full undrawn
amount of such facility is available for all uses of proceeds, including working capital, if necessary, except during an
interest coverage ratio holiday, when the borrowing base will be capped at $75 million, and subject to the anti-cash
hoarding provision discussed above. If we were not able to maintain compliance with certain covenants of our
currently undrawn revolving credit facility, the proceeds of such facility would not be available to us.
On October 28, 2014, our Board of Directors authorized us to repurchase up to $150 million in shares of our
common stock from time to time, $25 million of which was used to buy-back 891,396 shares during the fourth quarter
40
Table of Contents
of 2014. There were no such repurchases during 2016 or 2015. In addition to the foregoing, we may, subject to
market conditions and our other strategic options, from time to time amend, extinguish or repurchase our outstanding
debt securities or exchange them for other debt or equity securities or loans. While we have an authorized share
repurchase program, we currently intend, subject to market conditions, to prioritize our cash usage appropriate to the
current market cycle, our longer term commitments and our strategic objectives.
Although in current market conditions, we were still able to generate positive cash flows from operating activities
in 2016, events beyond our control, such as sustained low prices for oil and natural gas, a further significant decline in
such commodity prices, renewed regulatory-driven delays in the issuance of drilling plans and permits in the GoM,
declines in expenditures for exploration, development and production activity, any extended reduction in domestic
consumption of refined petroleum products and other reasons discussed under the "Forward Looking Statements" on
page ii and "Item 1A—Risk Factors" of this Annual Report on Form 10-K, may affect our financial condition, results of
operations or cash flows in the future. Should the need for additional financing arise, we may not be able to access the
capital markets on attractive terms at that time or otherwise obtain sufficient capital to meet our maturing debt
obligations or finance growth opportunities that may arise. We will continue to closely monitor our liquidity position, as
well as the state of the global capital and credit markets. See further discussion in the Contractual Obligations section
below.
Cash Flows
Operating Activities. We rely primarily on cash flows from operations to provide working capital for current and
future operations. Cash flows from operating activities were $53.1 million in 2016, $215.8 million in 2015, and $163.1
million in 2014. Operating cash flows in 2016 were unfavorably affected by weak market conditions for our vessels
operating worldwide, which led to a decline in our weighted-average active operating fleet from 48 to 27 vessels.
Operating cash flows in 2015 were favorably impacted by a reduction in outstanding accounts receivable balances
combined with lower cash outflows for regulatory drydocking expenses compared to the prior year, partially offset by
lower cash inflows from weak market conditions. Cash flows from operations for 2015 reflect full or partial-period
contributions from 14 vessels that were placed in service under our fifth OSV newbuild program on various dates
during 2014 and 2015. Operating cash flows in 2014 included the impact of $43.6 million of costs related to regulatory
recertifications for our vessels. Operating cash flows in 2014 were unfavorably affected by the weak market conditions
for our OSVs operating in the GoM, partially offset by the full or partial-period contributions from 14 vessels that were
placed in service under our fifth OSV newbuild program on various dates during 2014.
Investing Activities. Net cash used in investing activities was $97.0 million in 2016, $141.3 million in 2015, and
$401.5 million in 2014. Cash used in 2016 consisted mainly of construction costs incurred for our fifth OSV newbuild
program. Cash used in 2015 consisted of construction costs incurred for our fifth OSV newbuild program partially
offset by $152.0 million in aggregate proceeds from the sale of four 250EDF class OSVs to the U.S. Navy. The
proceeds from the asset sale have been reinvested in the construction of vessels under our fifth OSV newbuild
program. Cash used during 2014 primarily consisted of construction costs incurred for our fifth OSV newbuild program
and capital improvements made to our existing operating fleet, partially offset by $7.2 million in aggregate net cash
proceeds from the sale of non-core assets.
Financing Activities. Net cash provided by (used in) financing activities was $0.2 million in 2016, $1.0 million in
2015, and $(19.7) million in 2014. Net cash provided by financing activities in 2016 resulted from net proceeds from
common shares issued pursuant to our employee stock-based incentive plans, partially offset by deferred financing
costs related to the amendments of our existing revolving credit facility. Net cash provided by financing activities in
2015 resulted from net proceeds from common shares issued pursuant to our employee stock-based incentive plans,
partially offset by deferred financing costs related to the amendment and extension of our existing $300 million
revolving credit facility. Net cash used in financing activities for 2014 primarily resulted from the repurchase of our
common stock. See Note 7 to our consolidated financial statements for further information regarding the common
stock repurchase.
Discontinued Operations. Net cash provided by discontinued operations related to our former Downstream
segment's tug and tank barge business was $4.0 million in 2014. Net cash provided by discontinued operations in
2014 primarily resulted from the sale of our final three older, lower-horsepower tugs. See Note 14 for further
discussion regarding Discontinued Operations. The proceeds from the asset sale have been reinvested in the
construction of vessels under our fifth OSV newbuild program.
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Table of Contents
Commitments and Contractual Obligations
The following table sets forth our aggregate contractual obligations as of December 31, 2016 (in thousands).
Less than
1 Year
1-3 Years
3-5 Years
Thereafter
Contractual Obligations
Vessel construction commitments(1) ................... $
5.000% senior notes due 2021(2)........................
5.875% senior notes due 2020(3)........................
1.500% convertible senior notes due 2019(4) .....
Interest payments(5) ............................................
Operating leases(6) .............................................
Total
70,849 $
450,000
375,000
300,000
191,860
37,254
25,878 $
44,971 $
— $
—
—
—
49,031
2,826
—
—
300,000
98,063
4,786
450,000
375,000
—
44,766
4,980
Total ............................................................. $ 1,424,963 $
77,735 $ 447,820 $ 874,746 $
—
—
—
—
—
24,662
24,662
(1)
Vessel construction commitments reflect contractual milestone payments for our fifth OSV newbuild program. The total project costs for the currently
contracted 24-vessel program are expected to be $1,335.0 million, excluding capitalized construction period interest. From the inception of this
program through December 31, 2016, we have incurred $1,264.0 million, or 94.7%, of total expected project costs.
(2) Our 2021 senior notes, with a fixed interest rate of 5.000% per year, mature on March 1, 2021 and currently include $4,111 of deferred financing costs.
(3) Our 2020 senior notes, with a fixed interest rate of 5.875% per year, mature on April 1, 2020 and currently include $3,025 of deferred financing costs.
(4) Our 2019 convertible senior notes, with a fixed interest rate of 1.500% per year, mature on September 1, 2019 and currently include $31,093 of non-
cash original issue discount and $3,061 of deferred financing costs. Holders of the convertible senior notes may require that such notes be
repurchased at their option pursuant to certain types of corporate transactions described in Note 6 of our consolidated financial statements included
herein. The debt maturities reflected in the table above assume that the holders of our convertible senior notes do not require that such notes be
repurchased prior to their maturity in September 2019.
Interest payments relate to our 2021 senior notes due March 1, 2021, our 2020 senior notes due April 1, 2020 and our 2019 convertible senior notes
due September 1, 2019 with semi-annual interest payments of $11.3 million payable March 1 and September 1, $11.0 million payable April 1 and
October 1, and $2.3 million payable March 1 and September 1, respectively. Non-cash interest expense has been excluded from the table above.
Included in operating leases are commitments for a shore-base port facility, office space, and office equipment. See “Item 2—Properties” for additional
information regarding our leased office space and other facilities.
(5)
(6)
Debt
As of December 31, 2016, the Company had the following outstanding long-term debt (in thousands, except effective
interest rate):
Total
Debt
Effective
Interest
Rate
Semi-
Annual
Cash
Interest
Payment
Payment Dates
5.875% senior notes due 2020, net of deferred financing costs of $3,025 (1) ................. $ 371,975
5.000% senior notes due 2021, net of deferred financing costs of $4,111 (1)..................
445,889
1.500% convertible senior notes due 2019, net of original issue discount of $31,093
and deferred financing costs of $3,061 ............................................................................
265,846
6.08% $
5.21%
11,000
11,300 March 1 and September 1
April 1 and October 1
6.23%
2,300 March 1 and September 1
$1,083,710
(1) The senior notes do not require any payments of principal prior to their stated maturity dates, but pursuant to the indentures under which the 2020 and
2021 senior notes were issued, we would be required to make offers to purchase such senior notes upon the occurrence of specified events, such as
certain asset sales or a change in control.
On July 29, 2016, we amended our existing revolving credit facility. The amended revolving credit facility
remains undrawn as of February 24, 2017. With the revolving credit facility, we have the option of borrowing at a
variable rate of interest equal to (i) LIBOR plus a margin of 2.25% to 3.25% or (ii) the greatest of the Prime Rate, the
Federal Funds Effective Rate plus 1/2 of 1% or LIBOR, plus 1.0%; plus in each case an applicable margin. The
applicable margin for each base rate is determined by a pricing grid, which is based on a total debt-to-capitalization
ratio, as defined in the credit agreement governing the revolving credit facility, as amended. Unused commitment fees
are payable quarterly at the annual rate of 50.0 basis points of the unused portion of the borrowing base of the new
revolving credit facility, based on the defined total debt-to-capitalization ratio. For additional information with respect to
our amended revolving credit facility, our 2020 senior notes, our 2021 senior notes and our 2019 convertible senior
notes, please refer to Note 6 of our consolidated financial statements included herein.
The credit agreement governing the revolving credit facility and the indentures governing our 2020 and 2021
senior notes impose certain operating and financial restrictions on us. Such restrictions affect, and in many cases limit
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or prohibit, among other things, our ability to incur additional indebtedness, make capital expenditures, redeem equity,
create liens, sell assets and pay dividends or make other restricted payments. Based on our financial ratios for the
year ended December 31, 2016, the full amount of the undrawn borrowing base under our revolving credit facility is
available to us for all uses of proceeds, including working capital, if necessary. For the year ended December 31,
2016, we were in compliance with all of our debt covenants. If we do not maintain compliance with certain covenants
of our currently undrawn revolving credit facility, the proceeds of such facility will not be available to us. However, the
recent amendment added greater flexibility under applicable covenants, subject to the anti-cash hoarding provision that
limits our cash balance to no more than $50.0 million at any time the facility is drawn and has a balance outstanding,
and to the reduced borrowing base applicable during the period of any interest coverage holiday, should we elect to
utilize such a holiday. We continuously review our debt covenants and report to our lenders our compliance with
financial ratios on a quarterly basis. We also consider such covenants in evaluating transactions that will have an
effect on our financial ratios.
Capital Expenditures and Related Commitments
The following table sets forth the amounts incurred for our fifth OSV newbuild program, before construction period
interest, during the year ended December 31, 2016 and since such program’s inception, as well as the estimated total
project costs for such program (in millions):
Growth Capital Expenditures:
OSV Newbuild Program #5(2) ............... $
62.4 $
1,264.0 $
1,335.0
2Q2013-3Q2018
Year Ended
December 31, 2016
Incurred
Since
Inception
Estimated
Program
Totals(1)
Actual/Projected
Delivery
Dates(1)
(1)
Estimated Program Totals and Projected Delivery Dates are based on internal estimates and are subject to change due to delays and possible cost
overruns inherent in any large construction project, including, without limitations, shortages of equipment, lack of shipyard availability, unforeseen
engineering problems, work stoppages, weather interference, unanticipated cost increases, the inability to obtain necessary certifications and
approvals and shortages of materials, component equipment or skilled labor. All of the above historical and budgeted capital expenditure project
amounts for our newbuild program represent estimated cash outlays and do not include any allocation of capitalized construction period interest. Actual
and projected delivery dates correspond to the first and last vessels that were contracted with shipyards for construction and delivery under our
currently active program, respectively.
(2) Our fifth OSV newbuild program consists of vessel construction contracts with three domestic shipyards to build four 300 class OSVs, five 310 class
OSVs, ten 320 class OSVs, three 310 class MPSVs and two 400 class MPSVs. As of February 15, 2017, we had placed 22 vessels in service under
such program. The remaining two vessels under this 24-vessel domestic newbuild program are currently expected to be placed in service in the first
and third quarters of 2018. Please refer to Our Vessels on page 7 of this Form 10-K for more information about vessel names and placed-in-service
dates.
The following table summarizes the costs incurred, prior to the allocation of construction period interest, for the
purposes set forth below for the years ended December 31, 2016, 2015, and 2014, and a forecast for the fiscal year
ending December 31, 2017 (in millions):
2017
Forecast
Year Ended December 31,
2016
Actual
2015
Actual
2014
Actual
Maintenance and Other Capital Expenditures:
Maintenance Capital Expenditures
Deferred drydocking charges(1) .............................. $
Other vessel capital improvements(2) .....................
Other Capital Expenditures
200 class OSV retrofit program(3) ...........................
Commercial-related vessel improvements(4) ..........
Miscellaneous non-vessel additions(5) ....................
Total:................................................................. $
7.5 $
0.9
8.4
—
0.2
0.9
1.1
9.5 $
4.0 $
5.3
9.3
—
15.4
0.6
16.0
25.3 $
13.3 $
14.7
28.0
—
72.1
16.5
88.6
116.6 $
43.6
23.7
67.3
0.1
31.3
9.6
41.0
108.3
Deferred drydocking charges for 2017 include the projected recertification costs for nine OSVs and three MPSVs.
(1)
(2) Other vessel capital improvements include costs for discretionary vessel enhancements, which are typically incurred during a planned drydocking
event to meet customer specifications.
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(3) Our 200 class OSV retrofit program consisted of a vessel construction contract with a domestic shipyard to upgrade and stretch six of our Super 200
class DP-1 OSVs converting them into Stretch 240 class DP-2 OSVs. The total project costs for such program, which commenced in December 2012
and was completed in November 2013, was $50.4 million. These vessel improvement costs have typically resulted in higher dayrates charged to
customers.
(4) Commercial-related vessel improvements include items, such as cranes, ROVs, helidecks, living quarters, and other specialized vessel equipment,
which costs are typically included in and offset, in whole or in part, by higher dayrates charged to customers.
(5) Non-vessel capital expenditures are primarily related to information technology and shore-side support initiatives.
Inflation
To date, general inflationary trends have not had a material effect on our operating revenues or expenses.
Item 7A—Quantitative and Qualitative Disclosures About Market Risk
We have not entered into any derivative financial instrument transactions to manage or reduce market risk or for
speculative purposes, other than the convertible note hedge and warrant transactions entered into concurrently with our
convertible note offerings in August 2012. Such transactions were entered into to mitigate the potential dilutive effect of
the conversion feature of the convertible notes on our common stock. A hypothetical 25% change from our closing share
price of $7.22 to $9.03 as of December 31, 2016 would not have had an impact on such warrant transactions because the
strike price of the warrants associated with the convertible notes is $68.53.
Changes in interest rates may result in changes in the fair market value of our financial instruments, interest income
and interest expense. Our financial instruments that are exposed to interest rate risk are cash equivalents and long-term
borrowings. Due to the short duration and conservative nature of our cash equivalent investment portfolio, we do not
expect any material loss with respect to our investments. The book value for cash equivalents is considered to be
representative of its fair value. A hypothetical 10% change in interest rates as of December 31, 2016 would have had no
material impact on such investments, interest income or interest expense.
Changes in market interest rates would not impact the interest expense for our long-term fixed interest rate 2020
senior notes, 2021 senior notes, and 2019 convertible senior notes. However, changes in market interest rates would
impact the fair market value of such notes. In general, the fair value of debt with a fixed interest rate will increase as
interest rates fall. Conversely, the fair value of debt will decrease as interest rates rise. The currently outstanding 2020
senior notes accrue interest at a rate of 5.875% per annum and mature on April 1, 2020 and the effective interest rate on
such notes is 6.08%. The currently outstanding 2021 senior notes accrue interest at the rate of 5.000% per annum and
mature on March 1, 2021 and the effective interest rate on such notes is 5.21%. Our outstanding 2019 convertible senior
notes accrue interest at the rate of 1.500% and mature on September 1, 2019. The effective interest rate on such notes,
after taking into account the accretion of imputed original issue discount, is 6.23%.
In connection with our 2019 convertible senior notes, we are a party to outstanding convertible note hedge
transactions with respect to our common stock. The counterparties to such transactions are Barclays Bank PLC; JP
Morgan Chase Bank, National Association, London Branch; and Wells Fargo Bank, National Association. We are not
currently aware of any collection issues with regard to any of these counterparties.
We estimate the fair value of our 2020 senior notes, 2021 senior notes and 2019 convertible senior notes, all of
which are publicly traded, by using quoted market prices. The fair value of our undrawn revolving credit facility, when
there are outstanding balances, approximates its carrying value. The face value, carrying value and fair value of our total
debt was $1,125.0 million, $1,083.7 million and $788.5 million, respectively, as of December 31, 2016.
As of December 31, 2016, we had no amounts outstanding under our variable interest rate revolving credit facility.
Therefore it is not currently subject to interest rate risk.
We have operations in international markets, which include two of our primary geographic regions of Brazil and
Mexico. As of December 31, 2016, we had time charters for five of our vessels working in foreign markets. Although most
of our time charter contracts are denominated U.S. Dollars, we do collect time charter payments and value added tax, or
VAT, payments in local currencies for one vessel, which creates an exchange risk related to currency fluctuations. We
also frequently acquire other vessel equipment for our active vessels that are denominated in foreign currencies, which
creates an exchange risk to foreign currency fluctuations related to the payment terms of such commitments or
purchases. To date, we have not hedged against any foreign currency rate fluctuations associated with foreign currency
VAT payments or other foreign currency denominated transactions arising in the normal course of business. We
continually monitor the currency exchange risks associated with conducting international operations. To date, gains or
losses associated with such fluctuations have not been material. However, should we further expand our operations in
international markets, we may become exposed to certain risks typically associated with foreign currency fluctuation.
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Item 8—Financial Statements and Supplementary Data
The financial statements and supplementary information required by this Item appear on pages F-1 through F-37 of
this Annual Report on Form 10-K.
Item 9—Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
Item 9A—Controls and Procedures
Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the
effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of
such period, our disclosure controls and procedures were effective to ensure that information required to be disclosed by
us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosures.
Management’s Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Rule 13(a)-15(f) or Rule15d-15(f) under the Exchange Act. Internal control over
financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for
external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial
reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions; providing
reasonable assurance that transactions are recorded as necessary for preparation of our financial statements in
accordance with U.S. generally accepted accounting principles; providing reasonable assurance that receipts and
expenditures of Company assets are made in accordance with authorizations of the Company’s management and board
of directors; and providing reasonable assurance that unauthorized acquisition, use or disposition of Company assets that
could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its
inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a
misstatement of our financial statements would be prevented or detected. In addition, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies of procedures may deteriorate.
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of
December 31, 2016, utilizing the criteria set forth in the report entitled Internal Control—Integrated Framework issued in
2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based upon such
assessment, our management concluded that our internal control over financial reporting was effective as of
December 31, 2016.
Ernst & Young LLP, an independent registered public accounting firm, who audited our consolidated financial
statements included in this Form 10-K, has issued an attestation report on our internal control over financial reporting
which is included herein.
There were no changes in our internal controls over financial reporting that occurred during the year ended
December 31, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
Hornbeck Offshore Services, Inc.
We have audited Hornbeck Offshore Services, Inc.’s internal control over financial reporting as of December 31,
2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Hornbeck Offshore Services, Inc.’s
management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal
Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control over
financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether effective internal control over financial reporting was maintained in all material respects. Our audit included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists,
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes
those policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of
management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
In our opinion, Hornbeck Offshore Services, Inc. maintained, in all material respects, effective internal control over
financial reporting as of December 31, 2016, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated balance sheets of Hornbeck Offshore Services, Inc. and subsidiaries as of December 31, 2016
and 2015, and the related consolidated statements of operations, comprehensive income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31, 2016 of Hornbeck Offshore Services, Inc.
and our report dated February 24, 2017 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 24, 2017
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Item 9B—Other Information
Glossary of Terms
"2014 senior notes" or "2014 notes" means 6.125% senior notes due 2014;
"2017 senior notes" or "2017 notes" means 8.000% senior notes due 2017;
"2019 convertible senior notes" or "2019 notes" means 1.500% convertible senior notes due 2019;
"2020 senior notes" or "2020 notes" means 5.875% senior notes due 2020;
"2021 senior notes" or "2021 notes" means 5.000% senior notes due 2021;
"2026 convertible senior notes" or "2026 notes" means 1.625% convertible senior notes due 2026;
“AHTS” means anchor-handling towing supply;
“ASC” means Financial Accounting Standards Board Accounting Standards Codification;
“average dayrate” means, when referring to OSVs or MPSVs, average revenue per day, which includes charter hire,
crewing services and net brokerage revenues, based on the number of days during the period that the OSVs or MPSVs,
as applicable, generated revenue. For purposes of vessel brokerage arrangements, this calculation excludes that portion
of revenue that is equal to the cost of in-chartering third-party equipment paid by customers;
"BOEM" means the Bureau of Ocean Energy Management;
"BSEE" means the Bureau of Safety and Environmental Enforcement;
"cabotage laws" means laws pertaining to the privilege of operating vessels in the navigable waters of a nation;
“coastwise trade” means the transportation of merchandise or passengers by water, or by land and water, between
points in the United States, either directly or via a foreign port;
“conventional” means, when referring to OSVs, vessels that are at least 30 years old, are generally less than 200’ in
length or carry less than 1,500 deadweight tons of cargo when originally built and primarily operate, when active, on the
continental shelf;
“deepwater” means offshore areas, generally 1,000’ to 5,000’ in depth;
“Deepwater Horizon incident” means the subsea blowout and resulting oil spill at the Macondo well site in the GoM
in April 2010 and subsequent sinking of the Deepwater Horizon drilling rig;
“deep-well” means a well drilled to a true vertical depth of 15,000’ or greater, regardless of whether the well was
drilled in the shallow water of the Outer Continental Shelf or in the deepwater or ultra-deepwater;
“DOI” means U.S. Department of the Interior and all its various sub-agencies, including effective October 1, 2011 the
Bureau of Ocean Energy Management (“BOEM”), which handles offshore leasing, resource evaluation, review and
administration of oil and gas exploration and development plans, renewable energy development, National Environmental
Policy Act analysis and environmental studies, and the Bureau of Safety and Environmental Enforcement (“BSEE”) which
is responsible for the safety and enforcement functions of offshore oil and gas operations, including the development and
enforcement of safety and environmental regulations, permitting of offshore exploration, development and production
activities, inspections, offshore regulatory programs, oil spill response and newly formed training and environmental
compliance programs; BOEM and BSEE being successor entities to the Bureau of Ocean Energy Management,
Regulation and Enforcement (“BOEMRE”), which effective June 2010 was the successor entity to the Minerals
Management Service;
“domestic public company OSV peer group” includes Gulfmark Offshore, Inc. (NYSE:GLF), SEACOR Holdings Inc.
(NYSE:CKH) and Tidewater Inc. (NYSE:TDW);
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“DP-1”, “DP-2” and “DP-3” mean various classifications of dynamic positioning systems on new generation vessels
to automatically maintain a vessel’s position and heading through anchor-less station-keeping;
“DWT” means deadweight tons;
“effective dayrate” means the average dayrate multiplied by the average utilization rate;
“EIA” means the U.S. Energy Information Administration;
"EPA" means United States Environmental Protection Agency;
“flotel” means on-vessel accommodations services, such as lodging, meals and office space;
"GAAP" means United States generally accepted accounting principles;
“GoM” means the U.S. Gulf of Mexico;
“high-specification” or “high-spec” means, when referring to new generation OSVs, vessels with cargo-carrying
capacity of greater than 2,500 DWT (i.e., 240 class OSV notations or higher), and dynamic-positioning systems with a
DP-2 classification or higher; and, when referring to jack-up drilling rigs, rigs capable of working in 400-ft. of water depth
or greater, with hook-load capacity of 2,000,000 lbs. or greater, with cantilever reach of 70-ft. or greater; and minimum
quarters capacity of 150 berths or more and dynamic-positioning systems with a DP-2 classification or higher;
"IHS-CERA" means the division of IHS Inc. focused on providing knowledge and independent analysis on energy
markets, geopolitics, industry trends and strategy;
"IHS-Petrodata" means the division of IHS Inc. focused on providing data, information, and market intelligence to the
offshore energy industry;
“IRM” means inspection, repair and maintenance, also known as “IMR,” or inspection, maintenance and repair,
depending on regional preference;
“Jones Act” means the U.S. cabotage law known as the Merchant Marine Act of 1920, as amended;
“Jones Act-qualified” means, when referring to a vessel, a U.S.-flagged vessel qualified to engage in domestic
coastwise trade under the Jones Act;
“long-term contract” means a time charter of one year or longer in duration;
“Macondo” means the well site location in the deepwater GoM where the Deepwater Horizon incident occurred as
well as such incident itself;
“MPSV” means a multi-purpose support vessel;
“MSRC” means the Marine Spill Response Corporation;
“new generation” means, when referring to OSVs, modern, deepwater-capable vessels subject to the regulations
promulgated under the International Convention on Tonnage Measurement of Ships, 1969, which was adopted by the
United States and made effective for all U.S.-flagged vessels in 1992 and foreign-flagged equivalent vessels;
“OPA 90” means the Oil Pollution Act of 1990;
“OSV” means an offshore supply vessel, also known as a “PSV,” or platform supply vessel, depending on regional
preference;
“PEMEX” means Petroleos Mexicanos;
“Petrobras” means Petroleo Brasileiro S.A.;
“public company OSV peer group” means SEACOR Holdings Inc. (NYSE:CKH), GulfMark Offshore, Inc.
(NYSE:GLF), Tidewater Inc. (NYSE:TDW), Farstad Shipping (NO:FAR), Solstad Offshore (NO:SOFF), Deep Sea Supply
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(NO:DESSC), DOF ASA (NO:DOF), Siem Offshore (NO:SIOFF), Groupe Bourbon SA (GBB:FP), Havila Shipping ASA
(NO:HAVI), Eidesvik Offshore (NO:EIOF) and/or Ezra Holdings Ltd (SI:EZRA);
“ROV” means a remotely operated vehicle;
"USCG" means United States Coast Guard;
“ultra-deepwater” means offshore areas, generally more than 5,000’ in depth; and
“ultra high-specification” or “ultra high-spec” means, when referring to new generation OSVs, vessels with cargo-
carrying capacity of greater than 5,000 DWT (i.e., 300 class OSV notations or higher), and dynamic-positioning systems
with a DP-2 classification or higher.
Item 10—Directors, Executive Officers and Corporate Governance
PART III
The information required under this item is incorporated by reference herein from the Company’s definitive 2017
proxy statement anticipated to be filed with the Securities and Exchange Commission within 120 days after December 31,
2016.
Item 11—Executive Compensation
The information required under this item is incorporated by reference herein from the Company’s definitive 2017
proxy statement anticipated to be filed with the Securities and Exchange Commission within 120 days after December 31,
2016.
Item 12—Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required under this item is incorporated by reference herein from the Company’s definitive 2017
proxy statement anticipated to be filed with the Securities and Exchange Commission within 120 days after December 31,
2016.
Item 13—Certain Relationships and Related Transactions, and Director Independence
The information required under this item is incorporated by reference herein from the Company’s definitive 2017
proxy statement anticipated to be filed with the Securities and Exchange Commission within 120 days after December 31,
2016.
Item 14—Principal Accounting Fees and Services
The information required under this item is incorporated by reference herein from the Company’s definitive 2017
proxy statement anticipated to be filed with the Securities and Exchange Commission within 120 days after December 31,
2016.
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Item 15—Exhibits and Financial Statement Schedules
(a) The following items are filed as part of this report:
PART IV
1. Financial Statements. The financial statements and information required by Item 8 appear on pages
F-1 through F-37 of this report. The Index to Consolidated Financial Statements appears on page F-1.
2. Financial Statement Schedules. All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or the notes thereto.
3. Exhibits. The Exhibit Index is shown on page E-1 of this report.
50
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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED FINANCIAL STATEMENTS OF HORNBECK OFFSHORE SERVICES, INC.:
Page
Report of Independent Registered Public Accounting Firm .....................................................................................................................
F - 2
Consolidated Balance Sheets as of December 31, 2016 and 2015 ........................................................................................................
F - 3
Consolidated Statements of Operations for Each of the Three Years in the Period Ended December 31, 2016 .....................................
F - 4
Consolidated Statements of Comprehensive Income for Each of the Three Years in the Period Ended December 31, 2016 ................
F - 5
Consolidated Statements of Changes in Stockholders’ Equity for Each of the Three Years in the Period Ended December 31, 2016 ....
F - 6
Consolidated Statements of Cash Flows for Each of the Three Years in the Period Ended December 31, 2016 ....................................
F - 7
Notes to Consolidated Financial Statements ...........................................................................................................................................
F - 8
F - 1
Table of Contents
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
Hornbeck Offshore Services, Inc.
We have audited the accompanying consolidated balance sheets of Hornbeck Offshore Services, Inc. and
subsidiaries as of December 31, 2016 and 2015, and the related consolidated statements of operations, comprehensive
income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31,
2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of Hornbeck Offshore Services, Inc. and subsidiaries at December 31, 2016 and 2015, and the
consolidated results of their operations and their cash flows for each of the three years in the period ended December 31,
2016, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), Hornbeck Offshore Services, Inc.’s internal control over financial reporting as of December 31, 2016, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) and our report dated February 24, 2017 expressed an unqualified opinion
thereon.
/s/ Ernst & Young LLP
New Orleans, Louisiana
February 24, 2017
F - 2
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
Current assets:
ASSETS
Cash and cash equivalents ............................................................................... $
Accounts receivable, net of allowance for doubtful accounts of $2,120 and
$2,877, respectively ..........................................................................................
Other current assets ..........................................................................................
Total current assets.....................................................................................
Property, plant and equipment, net ...................................................................
Deferred charges, net .......................................................................................
Other assets ......................................................................................................
Total assets ................................................................................................. $
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable .............................................................................................. $
Accrued interest ................................................................................................
Accrued payroll and benefits .............................................................................
Other accrued liabilities .....................................................................................
Total current liabilities .................................................................................
Long-term debt, net of original issue discount of $31,093 and $41,600 and
deferred financing costs of $10,197 and $13,119, respectively.........................
Deferred tax liabilities, net .................................................................................
Other liabilities ...................................................................................................
Total liabilities ..............................................................................................
Stockholders’ equity:
Year Ended December 31,
2016
2015
217,027 $
259,801
36,550
16,978
270,555
2,578,388
19,077
10,255
2,878,275 $
11,774 $
14,763
8,596
10,010
45,143
1,083,710
343,020
3,406
1,475,279
91,202
13,033
364,036
2,574,661
35,273
10,446
2,984,416
35,742
14,795
10,365
23,612
84,514
1,070,281
381,619
1,839
1,538,253
Preferred stock: $0.01 par value; 5,000 shares authorized; no shares issued
and outstanding .................................................................................................
Common stock: $0.01 par value; 100,000 shares authorized; 36,467 and
35,985 shares issued and outstanding, respectively .........................................
Additional paid-in capital ...................................................................................
Retained earnings .............................................................................................
Accumulated other comprehensive income (loss) .............................................
Total stockholders’ equity............................................................................
Total liabilities and stockholders’ equity ...................................................... $
—
—
365
754,394
637,992
10,245
1,402,996
2,878,275 $
360
748,041
701,838
(4,076)
1,446,163
2,984,416
The accompanying notes are an integral part of these consolidated statements
F - 3
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Year Ended December 31,
2016
2015
2014
$
190,436
$
446,382
$
Revenues:
Vessel revenues
Non-vessel revenues ....................................................................................
Costs and expenses:
Operating expenses ..............................................................................
Depreciation ..........................................................................................
Amortization ..........................................................................................
General and administrative expenses ....................................................
Gain on sale of assets ...........................................................................
Operating income (loss) .........................................................................
Other income (expense):
Interest income ......................................................................................
Interest expense ....................................................................................
Other income .........................................................................................
Income (loss) before income taxes ...............................................................
Income tax expense (benefit) ........................................................................
Income (loss) from continuing operations .....................................................
Income from discontinued operations, net of tax ...........................................
Net income (loss) .......................................................................................... $
Earnings per share:
Basic earnings (loss) per common share from continuing operations ........... $
Basic earnings per common share from discontinued operations .................
Basic earnings (loss) per common share ...................................................... $
Diluted earnings (loss) per common share from continuing operations ......... $
Diluted earnings per common share from discontinued operations ...............
Diluted earnings (loss) per common share .................................................... $
Weighted average basic shares outstanding .................................................
Weighted average diluted shares outstanding ..............................................
33,863
224,299
131,658
93,071
20,485
43,358
288,572
54
(64,219)
1,490
(48,675)
2,052
(45,133)
(109,352)
(45,506)
(63,846)
—
29,688
476,070
219,260
82,566
26,463
48,297
376,586
44,060
143,544
1,525
(39,496)
1,005
(36,966)
106,578
39,757
66,821
—
(63,846) $
66,821
$
(1.76) $
—
(1.76) $
(1.76) $
—
(1.76) $
36,248
36,248
1.87
$
—
1.87
1.84
—
$
$
1.84
$
35,755
36,302
621,977
12,816
634,793
296,500
71,301
44,149
54,245
466,195
822
169,420
1,086
(30,733)
501
(29,146)
140,274
52,367
87,907
618
88,525
2.43
0.02
2.45
2.40
0.01
2.41
36,172
36,692
The accompanying notes are an integral part of these consolidated statements
F - 4
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net income (loss) ................................................................................. $
Other comprehensive income:
Year Ended December 31,
2016
2015
2014
(63,846) $
66,821 $
88,525
Foreign currency translation income (loss), net .............................
Total comprehensive income (loss)...................................................... $
14,321
(49,525) $
(3,174)
63,647 $
(107)
88,418
The accompanying notes are an integral part of these consolidated statements
F - 5
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands)
Common Stock
Shares
Amount
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income
Total
Stockholders
Equity
Balance at January 1, 2014
36,095
$
361
$
724,379
$
571,483
$
(795) $
1,295,428
Excess tax benefit from sharebased
payments ........................................................
Shares issued under employee benefit
programs ........................................................
Stock repurchased and retired .......................
Stock-based compensation expense ..............
Net income .............................................
Foreign currency translation loss............
—
353
(891)
—
—
—
—
4
(9)
—
—
—
292
2,182
—
9,441
—
—
—
—
(24,991)
—
88,525
—
—
—
—
—
—
(107)
292
2,186
(25,000)
9,441
88,525
(107)
Balance at December 31, 2014
35,557
$
356
$
736,294
$
635,017
$
(902) $
1,370,765
Tax shortfall from sharebased payments........
Shares issued under employee benefit
programs ........................................................
Stock-based compensation expense ..............
Net income .............................................
Foreign currency translation loss............
—
428
—
—
—
—
4
—
—
—
(572)
1,855
10,464
—
—
—
—
—
66,821
—
—
—
—
—
(3,174)
(572)
1,859
10,464
66,821
(3,174)
Balance at December 31, 2015
35,985
$
360
$
748,041
$
701,838
$
(4,076) $
1,446,163
Tax shortfall from sharebased payments........
Shares issued under employee benefit
programs ........................................................
Stock-based compensation expense ..............
Net loss ..................................................
Foreign currency translation income.......
—
482
—
—
—
—
5
—
—
—
(1,863)
844
7,372
—
—
—
—
—
(63,846)
—
—
—
—
—
14,321
(1,863)
849
7,372
(63,846)
14,321
Balance at December 31, 2016
36,467
$
365
$
754,394
$
637,992
$
10,245
$
1,402,996
The accompanying notes are an integral part of these consolidated statements
F - 6
Year Ended December 31,
2016
2015
2014
(63,846) $
66,821 $
87,907
Table of Contents
HORNBECK OFFSHORE SERVICES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations ........................................... $
Adjustments to reconcile income (loss) from continuing operations
to net cash provided by operating activities:
Depreciation .................................................................................
Amortization .................................................................................
Stock-based compensation expense ...........................................
Addition to (reduction of) provision for bad debts.........................
Deferred tax expense (benefit).....................................................
Amortization of deferred financing costs ......................................
Gain on sale of assets..................................................................
Changes in operating assets and liabilities: .................................
Accounts receivable ............................................................
Other current and long-term assets ....................................
Deferred drydocking charges ..............................................
Accounts payable ................................................................
Accrued liabilities and other liabilities..................................
Accrued interest ..................................................................
Net cash provided by operating activities ...........................................
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs incurred for OSV newbuild program #5 ....................................
Net proceeds from sale of assets .......................................................
Vessel capital expenditures ................................................................
Non-vessel capital expenditures .........................................................
Net cash used in investing activities ...................................................
CASH FLOWS FROM FINANCING ACTIVITIES:
Tax benefit from share-based payments.............................................
Repurchase of common stock ............................................................
Deferred financing costs .....................................................................
Net cash proceeds from other shares issued .....................................
Net cash provided by (used in) financing activities .............................
CASH FLOWS FROM DISCONTINUED OPERATIONS:
93,071
20,485
9,983
(757)
(43,051)
11,371
(54)
58,322
(2,272)
(3,978)
(10,901)
(15,292)
(31)
53,050
(76,277)
524
(20,689)
(569)
(97,011)
—
—
(1,102)
1,300
198
82,566
26,463
10,293
(816)
34,086
9,675
(44,060)
39,743
8,472
(13,267)
(10,486)
6,448
(95)
215,843
(190,070)
152,000
(86,792)
(16,487)
(141,349)
—
—
(2,089)
3,112
1,023
Net cash provided by operating activities ...........................................
Net cash provided by investing activities ............................................
Net cash provided by discontinued operations ...................................
Effects of exchange rate changes on cash .........................................
Net increase (decrease) in cash and cash equivalents.......................
Cash and cash equivalents at beginning of period .............................
Cash and cash equivalents at end of period ....................................... $
—
—
—
989
(42,774)
259,801
217,027 $
—
—
—
(839)
74,678
185,123
259,801 $
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest ................................................................... $
Cash paid for income taxes.......................................................... $
50,152 $
3,732 $
50,492 $
4,808 $
50,548
5,679
The accompanying notes are an integral part of these consolidated statements
F - 7
71,301
44,149
10,324
282
50,440
8,154
(822)
(38,500)
(8,393)
(43,609)
(4,146)
(13,981)
—
163,106
(343,989)
7,178
(55,089)
(9,615)
(401,515)
292
(25,000)
—
5,044
(19,664)
2,374
1,638
4,012
(107)
(254,168)
439,291
185,123
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Table of Content
1. Organization
Nature of Operations
Hornbeck Offshore Services, Inc., or the Company, was incorporated in the state of Delaware in 1997. The
Company, through its subsidiaries, operates offshore supply vessels, or OSVs, multi-purpose support vessels, or MPSVs,
and a shore-base facility to provide logistics support and specialty services to the offshore oil and gas exploration and
production industry, primarily in the U.S. Gulf of Mexico, or GoM, Latin America and select international markets, as well
as specialty services for the U.S. military. All significant intercompany accounts and transactions have been eliminated.
2. Summary of Significant Accounting Policies
Revenue Recognition
The Company charters its OSVs and MPSVs to clients under time charters based on a daily rate of hire and
recognizes revenue as earned on a daily basis during the contract period of the specific vessel.
Deferred revenue represents payments received from customers or billings submitted to customers in advance of
providing vessel access through time charters or other contracted arrangements.
Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments in money market funds, deposits and investments
available for current use with an initial maturity of three months or less.
Accounts Receivable
Accounts receivable consists of trade receivables, net of reserves and amounts to be rebilled to customers.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Depreciation and amortization of equipment and leasehold
improvements are computed using the straight-line method based on the estimated useful lives of the related assets.
Major modifications and improvements, which extend the useful life of the vessel, are capitalized and amortized over the
remaining useful life of the vessel. Gains and losses from retirements or other dispositions are recognized as incurred.
Salvage values for new generation marine equipment are estimated to be 25% of the originally recorded cost.
The estimated useful lives by classification are as follows:
Offshore supply vessels .................................................................................................................................
Multi-purpose support vessels ........................................................................................................................
Non-vessel related property, plant and equipment .........................................................................................
25 years
25 years
3-28 years
See “Considerations Regarding Impairment of Long-Lived Assets” below for more information.
Deferred Charges
The Company’s vessels are required by regulation to be recertified after certain periods of time. The Company
defers the drydocking expenditures incurred due to regulatory marine inspections and amortizes the costs on a straight-
line basis over the period to be benefited from such expenditures (generally 30 months). Financing charges are amortized
over the term of the related debt.
Deferred charges also include prepaid lease expenses related to the Company’s shore-base port facility. Such
prepaid lease expenses are being amortized on a straight-line basis over the effective remaining term of the lease.
F - 8
Table of Contents
Mobilization Costs
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company incurs mobilization costs to transit its vessels to and from certain regions and/or for long-term
contracts. These costs, which are typically expensed as incurred, include, but are not limited to, fuel, crew wages, vessel
modification and pre-positioning expenses, materials and supplies and importation taxes.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using currently enacted tax rates. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date. The provision for income
taxes includes provisions for federal, state and foreign income taxes. Interest and penalties relating to uncertain tax
positions are recorded as general and administrative expenses. In addition, the Company provides a valuation allowance
for deferred tax assets if it is more likely than not that such items will either expire before the Company is able to realize
the benefit or the future deductibility is uncertain. As a result of the sale of the Downstream segment during 2013, the
Company believed that certain state operating loss carryforwards would not be realizable and thus recorded a valuation
allowance of $0.9 million for the year ended December 31, 2013. During 2014, the Company recorded an additional $0.1
million related to these state operating losses. During 2015, the total valuation allowance of $1.0 million on these state
operating losses was reversed since the losses were written off upon ceasing to do business in those particular
jurisdictions. As of December 31, 2016, the Company believed that it is more likely than not that foreign tax credits
expiring in 2019 will not be fully utilized. In the fourth quarter of 2016, the Company elected to establish a valuation
allowance of $2.3 million for the portion of such credits that it has concluded may not be utilized by December 31, 2019.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Legal Liabilities
In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, or
governmental investigations. These matters may involve large or unspecified damages or penalties that may be sought
from the Company and may require years to resolve. The Company records a liability related to a loss contingency to
such legal matters in accrued liabilities if the Company determines the loss to be both probable and estimable. The
liability is recorded for an amount that is management’s best estimate of the loss, or when a best estimate cannot be
made, the minimum loss amount of a range of possible outcomes. Significant judgment is required in estimating such
liabilities, the results of which can vary significantly from the actual outcomes of lawsuits, administrative proceedings or
governmental investigations.
Concentration of Credit Risk
Customers are primarily major and independent, domestic and international, oil and oil service companies, as well
as national oil companies and the U.S. military. The Company’s customers are granted credit on a short-term basis and
related credit risks are considered minimal. The Company usually does not require collateral. The Company provides an
estimate for uncollectible accounts based primarily on management’s judgment using the relative age of customer
balances, historical losses, current economic conditions and individual evaluations of each customer to make adjustments
to the allowance for doubtful accounts. As of December 31, 2016, one customer represented 14% of the Company's net
accounts receivable balance.
F - 9
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table represents the allowance for doubtful accounts (in thousands):
December 31,
2016
2015
2014
Balance, beginning of year ................................................................. $
Changes to provision ..........................................................................
Balance, end of year ........................................................................... $
2,877 $
3,693 $
(757)
(816)
2,120 $
2,877 $
3,411
282
3,693
Foreign Currency Transaction Gains and Losses
Foreign currency transaction gains and losses are recorded in the period incurred except for advances to and
investments in foreign subsidiaries. Foreign currency gains and losses related to advances to or investments in foreign
operations are accounted for as a foreign currency translation adjustment and recorded as other comprehensive income.
Foreign currency transaction adjustments for fiscal years 2016, 2015 and 2014 were not material to the financial
statements. The balance in accumulated other comprehensive income as of December 31, 2016 relates primarily to the
Company’s long term investments in its foreign subsidiaries.
Considerations Regarding Impairment of Long-Lived Assets
In accordance with ASC360, the Company periodically reviews long-lived asset valuations when events or changes
in circumstances indicate that an asset's carrying value might not be recoverable. If indicators of impairment exist, the
Company assesses the recoverability of its long-lived assets by comparing the projected future undiscounted cash flows
associated with the related long-lived asset group over their remaining estimated useful lives. If the sum of the estimated
undiscounted cash flows is less than the carrying amounts of the asset group, the assets would be written down to their
estimated fair values based on the expected discounted future cash flows or appraised values attributable to the assets.
The future cash flows are subjective and are based on the Company's current assumptions regarding future dayrates,
utilization, operating expense, G&A expense and recertification costs that could differ from actual results.
As of June 30, 2016, the Company determined that it observed indicators of impairment related to its vessels. This
resulted from the rapid deterioration of its second quarter 2016 operating results, as well as the uncertainty regarding
future market conditions and the related impact on the Company's projected operating results. For the purposes of
calculating the undiscounted cash flows, the Company groups its vessels into two groups, OSVs and MPSVs, and used a
probability-weighted undiscounted cash flow projection to test for recoverability. After reviewing the results of this
calculation, the Company determined that each of its asset groups has sufficient projected undiscounted cash flows to
recover the remaining book value of the Company's long-lived assets within such group. During the second half of 2016,
the Company reviewed the assumptions used in preparing the undiscounted cash flow projections and it concluded that
such assumptions remain consistent with current market conditions. In addition, the Company has not observed any
additional indicators of impairment related to its vessels during the second half of 2016 and the assumptions used to
determine undiscounted cash flows remain appropriate. No triggering events occurred in 2015 or 2014 and the Company
did not record any impairment losses related to its long-lived assets during those periods. The Company will continue to
closely monitor market conditions and potential impairment indicators as long as this market downturn persists.
F - 10
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements that could have a material effect on
our financial statements:
Date of Adoption
Effect on the financial
statements and other
significant matters
December 31, 2016 The implementation of this new
guidance did not have a material
impact on the consolidated
financial statements.
January 1, 2020
The Company believes that the
implementation of this new
guidance will not have a material
impact on the consolidated
financial statements.
January 1, 2018
The Company is evaluating the
effect of this new standard on its
financial statements and related
disclosures.
January 1, 2018
The Company is evaluating the
effect of this new standard on its
financial statements and related
disclosures.
January 1, 2018
The Company believes that the
implementation of this new
guidance will not have a material
impact on it consolidated financial
statements.
Standard
Standards that have been adopted
ASU No. 2014-15, "Presentation
of Financial Statements - Going
Concern"
Description
The standard requires management
to evaluate whether there are
conditions and events that raise
substantial doubt about an entity's
ability to continue as a going
concern. Early adoption is permitted.
Standards that have not been adopted
Accounting Standards Update
(ASU) No. 2017-04, "Simplifying
the Accounting for Goodwill
Impairment"
The standard removes Step 2 of the
goodwill impairment test, which
requires a hypothetical purchase
price allocation. A goodwill
impairment will now be the amount
by which a reporting unit's carrying
value exceeds its fair value, not to
exceed the carrying amount of
goodwill. ASU 2017-04 requires
prospective application. Early
adoption is permitted for any
impairment tests performed after
January 1, 2017.
ASU No. 2017-01, "Business
Combinations" (Topic 805):
Clarifying the Definition of a
Business
ASU No. 2016-16, "Accounting
for Income Taxes: Intra-Entity
Asset Transfers of Assets Other
than Inventory"
ASU No. 2016-15, "Classification
of Certain Cash Receipts and
Cash Payments"
This standard provides guidance to
assist entities with evaluating when a
set of transferred assets and
activities is a business. ASU
2017-01 requires prospective
application.
The standard requires the recognition
of the tax effects of an intra-entity
asset transfers in the period in which
the transfer takes place. The new
guidance does not apply to intra-
entity transfers of inventory. ASU No.
2016-16 requires a modified
retrospective approach. Early
adoption is permitted.
The standard clarifies how entities
should classify certain cash receipts
and cash payments on the statement
of cash flows. The new guidance
also clarifies how the predominance
principle should be applied when
cash receipts and cash payments
have aspects of more than one class
of cash flows. ASU No. 2016-15
requires retrospective application.
Early adoption is permitted.
F - 11
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Date of Adoption
January 1, 2020
January 1, 2017
Effect on the financial
statements and other
significant matters
The Company believes that the
implementation of this new
guidance will not have a material
impact on it consolidated financial
statements.
This standard requires excess tax
benefits or deficiencies, relating to
the vesting of restricted stock unit
awards or the exercise of stock
options, to be reflected as a
component of the tax rate whereas
they were previously recognized as
equity. This may cause volatility to
its effective tax rate as outstanding
stock options are exercised or
restricted stock awards vest.
Additionally, our Consolidated
Statements of Cash Flows will
include excess tax benefits as an
operating activity.
January 1, 2019
The Company is evaluating the
effect of this new standard on its
financial statements and related
disclosures.
January 1, 2018
The Company has performed an
initial evaluation of this standard
and its impact on the financial
statements. This included tasks
such as identifying contracts,
identifying performance obligations
and reviewing the applicable
revenue streams. In this review,
nothing has been identified that
would require a change in the
current accounting for revenue.
The Company will continue to
review these new requirements
prior to implementation which is
expected under the modified
retrospective method.
Description
Standard
Standards that have not been adopted
ASU No. 2016-13, "Financial
Instruments - Credit Losses
(Topic 326): Measurement of
Credit Losses on Financial
Instruments"
This standard requires measurement
and recognition of expected credit
losses for financial assets held. ASU
No. 2016-13 requires modified
retrospective application. Early
adoption is permitted.
ASU No. 2016-09,
"Compensation - Stock
Compensation (Topic 718):
Improvements to Employee
Share-Based Payment
Accounting"
This standard simplifies several
aspects of the accounting for share-
based payment transactions,
including the income tax
consequences, classification of
awards as either equity or liabilities,
forfeitures and classification of
related amounts within the statement
of cash flows. Early adoption is
permitted.
ASU No. 2016-02,
"Leases" (Topic 842)
ASU No. 2014-09, "Revenue
from Contracts with
Customers" (Topic 606)
This standard requires lessees to
recognize a lease liability and a right-
of-use asset for all leases (with the
exception of short-term leases) at the
commencement date. ASU 2016-02
requires a modified retrospective
application. Early adoption is
permitted.
This standard requires entities to
recognize revenue in a way that
depicts the transfer of promised
goods or services to customers in an
amount that reflects the
consideration which the entity
expects to be entitled to in exchange
for those goods or services. ASU
2014-09 requires retrospective
application.
F - 12
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
3. Earnings (Loss) Per Share
Basic earnings (loss) per common share was calculated by dividing net income (loss) by the weighted average
number of common shares outstanding during the period. Diluted earnings (loss) per common share was calculated by
dividing net income (loss) by the weighted average number of common shares outstanding during the year plus the effect
of dilutive stock options and restricted stock unit awards. Weighted average number of common shares outstanding was
calculated by using the sum of the shares determined on a daily basis divided by the number of days in the period. The
table below reconciles the Company’s earnings per share (in thousands, except for per share data):
Year Ended December 31,
2016
2015
2014
Income (loss) from continuing operations ......................................................................... $
Income from discontinued operations, net of tax (1) ..........................................................
Net income (loss) ............................................................................................................. $
(63,846) $
66,821
$
—
—
(63,846) $
66,821
$
Weighted average number of shares of common stock outstanding ................................
Add: Net effect of dilutive stock options and unvested restricted stock (2)(3)(4) ...................
Weighted average number of dilutive shares of common stock outstanding ....................
Earnings (loss) per common share:
Basic earnings (loss) per common share from continuing operations ...................... $
Basic earnings per common share from discontinued operations ............................
Basic earnings (loss) per common share ................................................................. $
Diluted earnings (loss) per common share from continuing operations .................... $
Diluted earnings per common share from discontinued operations ..........................
Diluted earnings (loss) per common share ............................................................... $
36,248
—
36,248
(1.76) $
—
(1.76) $
(1.76) $
—
(1.76) $
35,755
547
36,302
1.87
$
—
1.87
1.84
—
$
$
1.84
$
87,907
618
88,525
36,172
520
36,692
2.43
0.02
2.45
2.40
0.01
2.41
(1) On August 29, 2013, the Company closed the sale of its Downstream segment. See Note 14 for further discussion of this transaction.
(2) Due to a net loss for 2016, the Company excluded from the calculation of loss per share the effect of equity awards representing the rights to acquire 975
(3)
shares of common stock for the year ended December 31, 2016. The Company had 322 anti-dilutive stock options for the year ended December 31, 2015.
The Company had no anti-dilutive stock options for the year ended December 31, 2014. Stock options are anti-dilutive when the exercise price of the
options is greater than the average market price of the common stock for the period or when the results from operations are a net loss.
For the years ended December 31, 2016, 2015 and 2014, the 2019 convertible senior notes issued in August 2012 were not dilutive, as the average price
of the Company’s stock was less than the effective conversion price of such notes. It is the Company's stated intention to redeem the principal amount of
our 2019 convertible senior notes in cash and the Company has used the treasury method for determining potential dilution in the diluted earnings per
share computation. See Note 6 for further information.
(4) Dilutive unvested restricted stock units are expected to fluctuate from quarter to quarter depending on the Company’s performance compared to a
predetermined set of performance criteria. See Note 8 for further information regarding certain of the Company’s restricted stock unit awards.
4. Defined Contribution Plan
The Company offers a 401(k) plan to all full-time employees. Employees must be at least eighteen years of age and
have completed three months of service to be eligible for participation. Participants may elect to defer up to 60% of their
compensation, subject to certain statutorily established limits. The Company may elect to make annual matching and
profit sharing contributions to the 401(k) plan. In response to weak market conditions, the Company temporarily ceased
matching contributions to the 401(k) plan effective January 1, 2015. During the year ended December 31, 2014, the
Company made contributions to the 401(k) plan of approximately $6.0 million.
F - 13
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
5. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
Offshore supply vessels and multi-purpose support vessels ................................ $
Non-vessel related property, plant and equipment................................................
Less: Accumulated depreciation ...........................................................................
Construction in progress .......................................................................................
132,320
(539,561)
2,418,148
160,240
$
2,578,388 $
132,034
(452,134)
2,089,121
485,540
2,574,661
December 31,
2016
2015
2,825,389 $
2,409,221
In November 2011, the Company announced, and later expanded, its fifth OSV newbuild program. This program
consisted of vessel construction contracts with three domestic shipyards to build four 300 class OSVs, five 310 class
OSVs, ten 320 class OSVs, three 310 class MPSVs and two 400 class MSPVs. As of December 31, 2016, the Company
had placed in service 22 vessels under this newbuild program. During February 2016, the Company announced plans to
enhance the marketability of the four then-remaining 310 class MPSVs. The first two of those MPSVs, which were
delivered in the third quarter of 2016, were enhanced by increasing the berthing capacity, expanding the cargo carrying
capabilities and expanding the work area for ROVs. The functionality of each of the second two MPSVs, which are still
under construction, will be increased by adding a 60-foot mid-body plug, installing of an additional crane, increasing the
berthing capacity, expanding the cargo-carrying capacities and expanding the work areas for ROVs. These latter two
MPSVs have been upgraded to a 400 class designation.
In August 2016, the Company announced that it had reached an agreement with the shipyard to postpone the
delivery of the final two 400 class MPSVs to be delivered under this program to the first and third quarters of 2018 without
any additional cost to the Company. In addition, the payment terms for the remainder of the contract were adjusted to
shift $43.3 million of construction milestone draws from the remainder of 2016 and 2017 into 2018.
Based on current contracts and internal estimates, the aggregate total cost of this program, before construction
period interest, is expected to be approximately $1,335.0 million. From the inception of this program through
December 31, 2016, the Company has incurred $1,264.0 million, or 94.7%, of total expected project costs.
During 2015, the Company closed on the sale of four 250EDF class OSVs, the HOS Arrowhead, the HOS Black
Powder, the HOS Eagleview and the HOS Westwind, which were previously chartered to the U.S. Navy, for cash
consideration of $152.0 million. The sale resulted in a pre-tax gain of approximately $44.1 million ($27.6 million after-tax
or $0.76 per diluted share). These vessels are now managed by the Company for the U.S. Navy.
6. Long-Term Debt
As of the dates indicated below, the Company had the following outstanding long-term debt (in thousands):
5.875% senior notes due 2020, net of deferred financing costs of $3,025 and $3,944 ............................... $
371,975
$
5.000% senior notes due 2021, net of deferred financing costs of $4,111 and $5,080 ...............................
1.500% convertible senior notes due 2019, net of original issue discount of $31,093 and $41,600 and
deferred financing costs of $3,061 and $4,095 ...........................................................................................
Revolving credit facility due 2020 ...............................................................................................................
445,889
265,846
—
371,056
444,920
254,305
—
$
1,083,710
$
1,070,281
December 31,
2016
2015
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The table below summarizes the Company's cash interest payments (in thousands):
5.875% senior notes due 2020 ......................................................... $
5.000% senior notes due 2021 .........................................................
1.500% convertible senior notes due 2019 .......................................
Semi-Annual Cash
Interest Payment
11,000
Payment Dates
April 1 and October 1
11,300 March 1 and September 1
2,300 March 1 and September 1
Annual maturities of debt, excluding the potential effects of conditions discussed in Convertible Senior Notes, during
each year ending December 31, are as follows (in thousands):
2017 .................................................................................................................................................... $
2018 ....................................................................................................................................................
2019 ....................................................................................................................................................
2020 ....................................................................................................................................................
2021 ....................................................................................................................................................
Thereafter ...........................................................................................................................................
—
—
300,000
375,000
450,000
—
$
1,125,000
2020 Senior Notes
On March 2, 2012, the Company issued $375.0 million in aggregate principal amount of 2020 senior notes,
governed by an indenture, or the 2012 indenture. The net proceeds to the Company from the offering were approximately
$367.4 million, net of transaction costs. The Company used $259.9 million of such proceeds on March 16, 2012 to
repurchase approximately 84% of its outstanding 2014 senior notes pursuant to its tender offer for such notes. The
Company used $49.5 million of proceeds on April 30, 2012 to redeem the remaining 16% of the outstanding 2014 senior
notes. The repurchase and redemption of the 2014 senior notes resulted in a loss on early extinguishment of debt of
approximately $6.0 million in 2012. The remaining proceeds were used for general corporate purposes, including the
construction of vessels under the Company's fifth OSV newbuild program. The 2020 senior notes mature on April 1, 2020
and the effective interest rate is 6.08%. No principal payments are due until maturity. Pursuant to a registered exchange
offer, the 2020 senior notes issued in March 2012 that were initially sold pursuant to a private placement were exchanged
by the holders for 2020 senior notes with substantially the same terms, except that the issuance of the 2020 senior notes
in the exchange offer was registered under the Securities Act. The original 2020 senior notes and the similar notes
exchanged were issued under and are entitled to the benefits of the same 2012 indenture.
2021 Senior Notes
On March 14, 2013, the Company issued $450.0 million in aggregate principal amount of 2021 senior notes,
governed by an indenture, or the 2013 indenture. The net proceeds to the Company from the offering were approximately
$442.4 million, net of transaction costs. The Company used $252.7 million of such proceeds to repurchase approximately
94% of the outstanding 2017 senior notes pursuant to its tender offer for such notes. The Company used approximately
$16.6 million of proceeds on May 13, 2013 to redeem the remaining 6% of the outstanding 2017 senior notes. The
repurchase and redemption of the 2017 senior notes resulted in a loss on early extinguishment of debt of approximately
$25.8 million in 2013. The remaining proceeds have been available for general corporate purposes, including funding for
the acquisition, construction or retrofit of vessels. The 2021 senior notes mature on March 1, 2021 and the effective
interest rate is 5.21%. No principal payments are due until maturity. Pursuant to a registered exchange offer, the 2021
senior notes issued in March 2013 that were initially sold pursuant to a private placement were exchanged by the holders
for 2021 senior notes with substantially the same terms, except that the issuance of the 2021 senior notes in the
exchange offer was registered under the Securities Act. The original 2021 senior notes and the similar notes exchanged
were issued under and are entitled to the benefits of the same 2013 indenture.
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The 2020 senior notes and 2021 senior notes are senior unsecured obligations and rank equally in right of payment
with other existing and future senior indebtedness and senior in right of payment to any subordinated indebtedness that
may be incurred by the Company in the future. Hornbeck Offshore Services, Inc., as the parent company issuer of the
2020 senior notes and the 2021 senior notes, has no independent assets or operations other than its ownership interest in
its subsidiaries and affiliates. There are no significant restrictions on the Company’s ability, or the ability of any guarantor,
to obtain funds from its subsidiaries by such means as a dividend or loan. The Company may, at its option, redeem all or
part of the 2020 senior notes or 2021 senior notes from time to time at specified redemption prices and subject to certain
conditions required by the indentures. The Company is permitted under the terms of the indentures to incur additional
indebtedness in the future, provided that certain financial conditions set forth in the indentures are satisfied by the
Company.
2019 Convertible Senior Notes
On August 13, 2012, the Company issued $300.0 million of 2019 convertible senior notes, which mature on
September 1, 2019. Because the 2019 convertible senior notes are considered to be cash convertible debt, the Company
has separately accounted for the liability and equity components of the 2019 convertible senior notes by allocating the
$300.0 million in proceeds from the issuance between the liability component and the embedded conversion option, or the
equity component. The allocation was conducted by estimating an interest rate at the time of issuance of the 2019
convertible senior notes for similar debt instruments that do not include an embedded conversion feature. A non-
convertible interest rate of 5.75% was used to compute the initial fair value of the liability component of $227.6 million.
For purposes of the fair value measurement, the Company determined that the valuation of the 2019 convertible senior
notes falls under Level 2 of the fair value hierarchy. The excess of the $300.0 million of proceeds from the issuance of the
2019 convertible senior notes over the $227.6 million initial amount allocated to the liability component, or $72.4 million,
was allocated to the embedded conversion option, or equity component. This excess was treated as an imputed original
issue discount and is being amortized through interest expense, using the effective interest method, over the seven-year
term of the 2019 convertible senior notes, which runs through September 1, 2019. The effective interest rate for these
notes is 6.23%.
The initial conversion rate of the 2019 convertible senior notes is 18.5718 shares per $1,000 principal amount of
notes, which equates to a conversion price of approximately $53.85 per share. The conversion rate was based on the last
reported sale price of the Company’s common shares on the New York Stock Exchange of $39.16 on August 7, 2012.
The conversion rate will be subject to adjustment in some events but will not be adjusted for accrued interest. In addition,
following certain corporate transactions that constitute “fundamental changes” (as defined in the indenture for the 2019
convertible senior notes), the conversion rate will be increased for holders who elect to convert notes in connection with
such corporate transactions in certain circumstances.
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The 2019 convertible senior notes are convertible based on the applicable conversion rate only under the following
circumstances:
•
•
•
•
prior to June 1, 2019, during any fiscal quarter (and only during that fiscal quarter) commencing after
December 31, 2012, if the last reported sale price of the Company’s common stock is greater than or equal to
135% of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on
the last trading day of the preceding fiscal quarter; or
prior to June 1, 2019, during the 5 business-day period after any 10 consecutive trading-day period (the
“measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day in the
measurement period was less than 95% of the product of the last reported sale price of the Company’s common
stock and the conversion rate on such trading day; or
upon the occurrence of specified corporate transactions, as defined in the indenture governing the 2019
convertible senior notes; or
beginning on June 1, 2019 until the close of business on the second scheduled trading day preceding the maturity
date.
Upon conversion, the Company will satisfy its conversion obligation by paying or delivering, as the case may be,
cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election.
If the holders of the 2019 convertible senior notes exercise the conversion provisions of the 2019 convertible senior
notes and the Company elects to settle such conversions partially in cash (which it presently intends to do at least up to
the principal amount of the notes), the Company will need to remit such cash amount to the converting holders. For that
reason, in any period during which the 2019 convertible senior notes are convertible as provided above, the Company
would classify the entire principal amount of the outstanding 2019 convertible senior notes as a current liability in the
respective quarter. This evaluation of the classification of amounts outstanding associated with the 2019 convertible
senior notes will occur every calendar quarter.
The 2019 convertible senior notes are not redeemable at the option of the Company prior to their maturity. No
sinking fund is provided for the 2019 convertible senior notes and the 2019 convertible senior notes are not subject to
legal defeasance. If the Company experiences specified types of corporate transactions, including certain change of
control events or a de-listing of the Company’s common stock, holders of the 2019 convertible senior notes may require
the Company to purchase all or a portion of their 2019 convertible senior notes. Any repurchase of the convertible senior
notes pursuant to these provisions will be for cash at a price equal to 100% of the principal amount of the notes to be
purchased plus any accrued and unpaid interest to, but excluding, the purchase date.
In connection with the sale of the 2019 convertible senior notes, the Company entered into convertible senior note
hedge transactions with respect to its common stock with affiliates of the initial purchasers of the notes, Barclays, Inc., JP
Morgan Chase and Wells Fargo Bank, or the counterparties. Each of the 2019 convertible senior note hedge transactions
is a privately-negotiated transaction that is economically equivalent to the purchase of call options on the Company’s
common stock with strike prices equal to the conversion price of the 2019 convertible senior notes, and is intended to
mitigate dilution to the Company’s stockholders and/or offset cash payment due upon the potential future conversion of
the 2019 convertible senior notes. Under the 2019 convertible senior note hedge transactions, subject to customary anti-
dilution provisions, the counterparties are required to deliver to the Company the approximate number of shares of the
Company’s common stock and/or an amount of cash that the Company is obligated to deliver to the holders of the 2019
convertible senior notes assuming the conversion of such notes.
The Company also entered into separate privately-negotiated warrant transactions, whereby the Company sold to
each of the counterparties call options to acquire approximately the same number of shares of its common stock
underlying the convertible senior note hedge transactions, subject to customary anti-dilution adjustments, at a strike price
of $68.53 per share of common stock, which represented a 75.0% premium over the closing price of the Company’s
shares of common stock on August 7, 2012. Upon the exercise of the warrants, if the market price of the common stock
exceeds the strike price of the warrants on any day within the valuation period, the Company will be required to deliver the
F - 17
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
corresponding value to the counterparties, at its option in cash or shares of its common stock. The 2019 convertible
senior note hedge and warrant transactions are separate and legally distinct instruments that bind the Company and the
counterparties and have no binding effect on the holders of the 2019 convertible senior notes.
For income tax reporting purposes, the Company has elected to integrate the 2019 convertible senior notes and the
note hedge transactions. Integration of the 2019 convertible senior note hedge with the 2019 convertible senior notes
creates an in-substance original issue debt discount for income tax reporting purposes and, therefore, the cost of the 2019
convertible senior note hedge is accounted for as interest expense over the term of the 2019 convertible senior notes for
income tax reporting purposes. The associated income tax deductions will be recognized in the period that the deduction
is taken for income tax reporting purposes. The Company has also treated the proceeds from the sale of warrants as a
non-taxable increase in additional paid-in capital in stockholders’ equity.
The Company used a portion of the $290.8 million in net proceeds of the 2019 convertible senior notes offering,
along with a portion of the $48.2 million in proceeds from the sale of warrants, to fund the $73.0 million cost of convertible
senior note hedge transactions. The Company used a portion of the remaining net proceeds of approximately $266.0
million from the sale of the 2019 convertible senior notes and the sale of the warrants to retire its 2026 convertible senior
notes, which were converted or redeemed by the Company in November 2013.
The Company incurred $9.3 million of fees and other costs related to the issuance of the 2019 convertible senior
notes. These fees and other origination costs have been allocated to the liability and equity components of the 2019
convertible senior notes in proportion to their allocated values. Approximately $2.2 million of these fees and other
origination costs were recorded as a reduction in additional paid-in capital. The remaining $7.1 million of fees and other
costs are being amortized as interest expense over the seven-year term of the 2019 convertible senior notes, which runs
through September 1, 2019.
Hornbeck Offshore Services, Inc., as the parent company issuer of the 2019 convertible senior notes, has no
independent assets or operations other than its ownership interest in its subsidiaries and affiliates. There are no
significant restrictions on the Company’s ability or the ability of any guarantor to obtain funds from its subsidiaries by such
means as a dividend or loan. The 2019 convertible senior notes are general unsecured, senior obligations of the
Company, ranking equally in right of payment with all of its existing and future senior indebtedness, including its 2020 and
2021 senior notes.
The 2019 convertible senior notes, the 2020 senior notes and the 2021 senior notes are guaranteed by certain of the
Company’s subsidiaries. The guarantees are full and unconditional, joint and several, and prior to the fourth quarter of
2015, all of the Company's non-guarantor subsidiaries were minor as defined in the Securities and Exchange Commission
regulations.
Revolving Credit Facility
On July 29, 2016, the Company amended its existing revolving credit facility. The amended facility provides
continued access to a reduced level of standby liquidity for working capital and general corporate purposes, including
acquisitions, newbuild and conversion programs and other capital expenditures. The changes to the Company’s revolving
credit facility were effective July 29, 2016, and commenced with the fiscal quarter ending September 30, 2016. The more
significant changes to the facility are noted below:
•
•
•
•
•
reduce the borrowing base from $300.0 million to $200.0 million;
increase the unused commitment fee to 50 basis points for all pricing levels;
increase the London Interbank Offered Rate, or LIBOR, spreads on funded borrowings by 25 basis points for
all pricing levels;
increase the minimum collateral-to-loan value ratio from 150% of the borrowing base to 200% of the borrowing
base, which resulted in a decrease in the fair value of collateral pledged from $450.0 million to $400.0 million;
delay the previously scheduled step-down in the total debt-to-capitalization ratio, as defined, from 55% to 50%
by six quarters to commence with the fiscal quarter ending September 30, 2018;
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
•
•
•
•
•
•
•
•
•
•
reduce the minimum interest coverage ratio from 3.00x to 1.00x with a step-up to 1.25x for the fiscal quarter
ending September 30, 2018 and a step-up to 1.50x for the fiscal quarter ending March 31, 2019;
allow the Company the option of making a one-time election to suspend the interest coverage ratio for a
holiday period of no more than four quarters, ending no later than December 31, 2017, with a single permitted
rescission. If the Company elects to exercise the interest coverage holiday, then the borrowing base will be
capped at $75.0 million during the holiday and the LIBOR spreads for funded borrowings will be increased by
an additional 50 basis points during and after the interest coverage holiday;
include an anti-cash hoarding provision that limits the Company's cash balance to no more than $50.0 million
at any time during which the revolving credit facility is drawn;
increase minimum liquidity (cash and credit facility availability) required for prepayment of the Company's
2019 convertible senior notes, 2020 senior notes, and 2021 senior notes from $100.0 million to $150.0 million
subject to a maximum senior secured leverage ratio of 2-to-1;
permit the Company to create one or more Investment Entities, as defined. The Investment Entities would be
capitalized (i) by the Company, by transferring certain vessels identified in the First Amendment and (ii) by one
or more unaffiliated third parties, by depositing cash, with the cash funding being available for acquisitions;
amend the definitions of EBITDA and Pro Forma EBITDA to provide that, commencing with the earlier of (a)
the first full fiscal quarter after the expiration of the interest coverage holiday and (b) the fiscal quarter ending
March 31, 2018, or the Applicable Period, and until the third immediately following fiscal quarter thereafter,
EBITDA and Pro Forma EBITDA, as applicable, shall mean, with respect to the Company and its consolidated
subsidiaries, (a) for the Applicable Period, EBITDA, or Pro Forma EBITDA, as applicable, for such fiscal
quarter multiplied by four, (b) for the Applicable Period and the immediately following fiscal quarter, EBITDA,
or Pro Forma EBITDA, as applicable, for such fiscal quarters multiplied by two, and (c) for the Applicable
Period and the two immediately following fiscal quarters, EBITDA, or Pro Forma EBITDA, as applicable, for
such fiscal quarters multiplied by one and one-third;
reduce the amount of liens permitted to secure debt (other than the Amended Facility) of any loan party from
$50.0 million at any one time to $15.0 million, and to prohibit such liens during the interest coverage holiday;
condition Restricted Payments, as defined, on pro forma compliance with the interest coverage ratio and the
total debt-to-capitalization ratio and compliance with a maximum senior secured leverage ratio of 2-to-1;
increase the amount of cash or cash equivalents on deposit or unused availability under the Amended Facility
or a combination of both from $20.0 million to $100.0 million and require a maximum senior secured leverage
ratio of 2-to-1 in order to permit a loan party to merge with another person, acquire or form a new subsidiary,
make an investment (other than in an Investment Entity) or acquire any vessel or other capital assets; and
limit sales or other dispositions of property or subsidiaries owning properties, other than inventory, certain
equipment or investments in the Investment Entities, to (i) less than twenty percent of the consolidated net
tangible assets of the Company if at the time of such sale or disposition the senior secured leverage ratio is
less than or equal to 2-to-1, or (ii) less than ten percent of the consolidated net tangible assets of the
Company if at the time of such sale or disposition the senior secured leverage ratio is greater than 2-to-1.
Other than these key changes, all other definitions and substantive terms in the Company’s credit agreement
governing its revolving credit facility were unchanged by the July 2016 amendment and remain in effect through the
remaining life of the facility.
As of December 31, 2016, there were no amounts drawn under the Company’s $200.0 million revolving credit facility
and no letters of credit were outstanding. As of December 31, 2016, the Company was in compliance with all financial
covenants contained in its amended revolving credit facility.
The credit agreement governing the amended revolving credit facility and the indentures governing the Company’s
2020 senior notes and 2021 senior notes impose certain operating and financial restrictions on the Company. Such
restrictions affect, and in many cases limit or prohibit, among other things, the Company’s ability to incur additional
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
indebtedness, make capital expenditures, redeem equity, create liens, sell assets and make dividend or other restricted
payments.
The Company estimates the fair value of its 2020 senior notes, 2021 senior notes and 2019 convertible senior notes
by primarily using quoted market prices. The fair value of the Company’s revolving credit facility, when there are
outstanding balances, approximates its carrying value. Given the observable nature of the inputs to these estimates, the
fair values presented below for long-term debt have been assigned a Level 2, of the three-level valuation hierarchy. As of
the dates indicated below, the Company had the following face values, carrying values and fair values (in thousands):
December 31, 2016
Carrying
Value
Fair Value
Face
Value
December 31, 2015
Carrying
Value
Fair Value
Face
Value
5.875% senior notes due 2020....................... $ 375,000 $ 371,975 $ 270,938 $ 375,000 $ 371,056 $ 257,813
5.000% senior notes due 2021.......................
1.500% convertible senior notes due 2019 ....
450,000
300,000
445,889
265,846
301,343
216,195
450,000
300,000
444,920
254,305
308,250
170,340
$ 1,125,000 $ 1,083,710 $ 788,476 $ 1,125,000 $ 1,070,281 $ 736,403
Capitalized Interest
Interest expense excludes capitalized interest related to the construction or conversion of vessels in the approximate
amount of $16.7 million, $24.7 million, and $33.2 million, for the years ended December 31, 2016, 2015, and 2014,
respectively.
7. Stockholders’ Equity
Preferred Stock
The Company’s certificate of incorporation authorizes 5.0 million shares of preferred stock. The Board of Directors
has the authority to issue preferred stock in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences and the number of shares constituting any series or the designation of such series, without further
vote or action by the Company’s stockholders.
Stockholder Rights Plan
On July 1, 2013, the Company’s Board of Directors implemented a stockholder rights plan establishing one right for
each outstanding share of common stock. The rights become exercisable, and transferable apart from the Company’s
common stock, 10 business days following a public announcement that a person or group has acquired beneficial
ownership of, or has commenced a tender or exchange offer for, 10% or more of the Company’s common stock. This
stockholder rights plan is substantially similar to the Company's prior stockholder rights plan that expired on June 17,
2013.
Repurchases of Common Stock
On October 28, 2014, the Company's Board of Directors authorized the Company to repurchase up to $150.0 million
in shares of its common stock using different methods including, but not limited to, open-market purchases, privately
negotiated transactions, accelerated share repurchases and Rule 10b5-1 trading plans. The timing and amount of the
repurchases will depend on several factors, such as market conditions, applicable legal requirements, available liquidity,
the discretion of management and other appropriate factors. The repurchase program does not obligate the Company to
acquire any particular amount of common stock and may be modified, suspended or discontinued at any time. During the
fourth quarter of 2014, the Company repurchased and retired 891,396 shares at an average price of $28.05 per share.
The repurchased shares cost a total of $25.0 million and represent roughly 2.5% of the Company's total shares
outstanding prior to the commencement of the program. The Company has not repurchased any additional shares
subsequent to December 31, 2014.
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
8. Stock-Based Compensation
Incentive Compensation Plan
The Company’s stock-based incentive compensation plan covers a maximum of 4.95 million shares of common
stock that allows the Company to grant restricted stock awards, restricted stock unit awards, or collectively restricted
stock, stock options, stock appreciation rights and fully-vested common stock to officers, other employees and directors.
As of December 31, 2016, there were 542,266 shares available for future issuance to employees under the incentive
compensation plan. The issuance of shares of common stock under the incentive compensation plan has been registered
on Form S-8 with the Securities and Exchange Commission.
The financial impact of stock-based compensation expense related to the Company’s incentive compensation plan
on its operating results are reflected in the table below (in thousands, except for per share data):
Income before taxes ............................................................................. $
Net income ........................................................................................... $
Earnings per common share:
Year Ended December 31,
2016
2015
2014
9,983 $
5,829 $
10,293 $
6,454 $
10,324
6,471
Basic .............................................................................................. $
Diluted ............................................................................................ $
0.16 $
0.16 $
0.18 $
0.18 $
0.18
0.18
The accounting rules also require the benefits of tax deductions in excess of recognized compensation expense to
be reported as financing cash flows, rather than as operating cash flows. The Company recorded the impact on cash
flows from operating activities for tax shortfalls of approximately $1.9 million and $0.6 million for the years ended
December 31, 2016 and 2015, respectively. The Company recorded the impact on cash flows used in financing activities
for tax windfalls of approximately $0.3 million for the year ended December 31, 2014. Net cash proceeds from the
exercise of stock options were $0.0 million, $0.1 million and $1.4 million for the years ended December 31, 2016, 2015
and 2014, respectively. The income tax expense (benefit) from stock option exercises and restricted stock vesting was
$(1.9) million, $(0.6) million and $0.3 million for the respective periods.
Stock Options
The Company is authorized to grant stock options under its incentive compensation plan in which the purchase price
of the stock subject to each option is established as the closing price on the New York Stock Exchange of the Company’s
common stock on the date of grant and accordingly is not less than the fair market value of the stock on the date of grant.
All options granted expire ten years after the date of grant, have an exercise price equal to or greater than the actual or
estimated market price of the Company’s stock on the date of grant and vest over a three-year period. The Company has
not granted stock options to any directors, executive officers or employees since 2011. The Company has recorded
approximately $0.0 million, $0.0 million and $0.1 million of compensation expense during the years ended December 31,
2016, 2015 and 2014, respectively, associated with stock options.
F - 21
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table represents the Company’s stock option activity for the year ended December 31, 2016 (in
thousands, except per share data and years):
Options outstanding at January 1, 2016 .............................
Grants .................................................................................
Exercised ............................................................................
Forfeited or expired .............................................................
Options outstanding at December 31, 2016........................
Exercisable options outstanding at December 31, 2016 .....
Number of
Shares
Weighted
Average
Exercise Price
28.11
—
—
33.15
24.86
24.86
304 $
—
—
(119)
185 $
185 $
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
3.2 $
—
—
n/a
4.1 $
4.1 $
—
—
—
n/a
—
—
The following table represents the Company’s stock option activity for the year ended December 31, 2015 (in
thousands, except per share data and years):
Options outstanding at January 1, 2015 .............................
Grants .................................................................................
Exercised ............................................................................
Forfeited or expired .............................................................
Options outstanding at December 31, 2015........................
Exercisable options outstanding at December 31, 2015 .....
Number of
Shares
Weighted
Average
Exercise Price
27.98
—
22.28
27.27
28.11
28.11
345 $
—
(1)
(40)
304 $
304 $
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
3.7 $
—
n/a
n/a
3.2 $
3.2 $
59
—
2
n/a
—
—
The following table represents the Company’s stock option activity for the year ended December 31, 2014 (in
thousands, except per share data and years):
Options outstanding at January 1, 2014 .............................
Grants .................................................................................
Exercised ............................................................................
Forfeited or expired .............................................................
Options outstanding at December 31, 2014........................
Exercisable options outstanding at December 31, 2014 .....
Restricted Stock
Equity-Settled Restricted Stock
Number of
Shares
Weighted
Average
Exercise Price
27.16
—
22.49
—
27.98
27.98
405 $
—
(60)
—
345 $
345 $
Weighted-
Average
Remaining
Contractual
Term (years)
Aggregate
Intrinsic
Value
4.2 $
—
n/a
—
3.7 $
3.7 $
8,951
—
684
—
59
59
The Company’s incentive compensation plan allows the Company to issue restricted stock units, with either
performance-based or time-based vesting provisions. The Company has granted performance-based restricted stock unit
awards, which calculates the shares to be received based on the Company’s achievement of certain internal performance
criteria over a three-year period as defined by the restricted stock unit agreement governing such awards. Performance
for these types of awards has historically been measured by a number of factors that may differ from year to year,
including such examples as the Company achieving a targeted return on invested capital, operating profit margin
compared to peers, and safety record. The actual number of shares that could be received by the award recipients for the
years in question can range from 0% to 150% of the Company’s base share awards depending on the number and/or
F - 22
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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
extent of performance goals attained by the Company. Compensation expense related to performance-based restricted
stock unit awards is recognized over the period the restrictions lapse, from one to three years, based on the market price
of the Company's stock on the date of grant applied to the shares that are expected to vest. The compensation expense
related to time-based restricted stock unit awards, which is amortized over a one to three-year vesting period, is
determined based on the market price of the Company’s stock on the date of grant applied to the total shares that are
expected to fully vest. As of December 31, 2016, the Company had unamortized stock-based compensation expense of
$4.6 million, which will be recognized on a straight-line basis over the remaining vesting period, or 1.1 years. In addition,
the Company has recorded approximately $6.8 million, $9.3 million and $9.0 million of compensation expense during the
years ended December 31, 2016, 2015 and 2014, respectively, associated with restricted stock-based unit awards.
The following table summarizes the equity-settled restricted stock unit awards activity during the year ended
December 31, 2016 (in thousands, except per share data):
Restricted stock unit awards:
Restricted stock unit awards as of January 1, 2016 .......................................
Granted during the period ...............................................................................
Change in estimated payout of performance unit awards(1) ............................
Cancellations during the period ......................................................................
Vested .............................................................................................................
Outstanding, as of December 31, 2016 ..........................................................
Number of
Shares
Weighted Avg.
Fair Value Per Share
726 $
537
(95)
—
(348)
820 $
30.12
6.44
27.52
—
23.50
17.72
(1)
Annually the Company reviews the performance compared to pre-determined targets for outstanding performance unit awards. Based on current
projections, the Company may increase or decrease the anticipated payout based on its historical operating results and near-term projections.
The following table summarizes the equity-settled restricted stock unit awards activity during the year ended
December 31, 2015 (in thousands, except per share data):
Restricted stock unit awards:
Restricted stock unit awards as of January 1, 2015 .....................................
Granted during the period(1) .........................................................................
Cancellations during the period ...................................................................
Vested ..........................................................................................................
Outstanding, as of December 31, 2015 .......................................................
590 $
479
(104)
(239)
726 $
37.13
21.40
21.84
33.60
30.12
Number of
Shares
Weighted Avg.
Fair Value Per Share
(1)
Includes the base share awards for time-based awards. Includes the full amount of both base and bonus share awards for performance-based awards
granted during the period, which represents up to 150% of the aggregate total of the base share awards.
F - 23
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the equity-settled restricted stock unit awards activity during the year ended
December 31, 2014 (in thousands, except per share data):
Restricted stock unit awards:
Restricted stock unit awards as of January 1, 2014 .....................................
Granted during the period(1) .........................................................................
Cancellations during the period ...................................................................
Vested ..........................................................................................................
Outstanding, as of December 31, 2014 .......................................................
Number of
Shares
Weighted Avg.
Fair Value Per Share
570 $
274
—
(254)
590 $
31.61
42.61
—
30.68
37.13
(1)
Includes the base share awards for time-based awards. Includes the full amount of both base and bonus share awards for performance-based awards
granted during the period, which represents up to 150% of the aggregate total of the base share awards.
Cash-Settled Restricted Stock
The Company’s incentive compensation plan allows the Company to issue restricted stock units with cash-settled
vesting provisions. The compensation expense related to cash-settled restricted stock unit awards is amortized over a
vesting period of up to three years, as applicable, and is determined based on the market price of the Company’s stock on
the date of grant applied to the total shares that are expected to fully vest. The cash-settled restricted stock units are re-
measured quarterly based on the period-end market price of the Company's common stock and are classified as a liability,
due to the settlement of these awards in cash. As of December 31, 2016, the Company had unamortized cash-settled
restricted stock compensation expense of $5.1 million, which will be recognized on a straight-line basis over the remaining
vesting period, or 1.8 years. In addition, the Company recorded approximately $2.6 million, $(0.2) million, and $(0.1)
million of compensation expense during the years ended December 31, 2016, 2015 and 2014, respectively, associated
with cash-settled restricted stock unit awards.
The following table summarizes the cash-settled restricted stock unit awards activity during the year ended
December 31, 2016 (in thousands, except per share data):
Cash-Settled restricted stock unit awards:
Cash-settled restricted stock unit awards as of January 1, 2016 .................
Granted during the period(2) .........................................................................
Cancellations during the period ...................................................................
Vested ..........................................................................................................
Outstanding, as of December 31, 2016 .......................................................
Number of
Shares
Weighted Avg.
Fair Value Per Share(1)
82 $
991
(5)
(15)
1,053 $
30.61
6.14
19.05
34.32
7.60
(1)
(2)
The weighted average fair value per share is determined by the stock price on the date of grant for time-based shares.
Includes only the base shares awarded for both time-based and performance based awards. The performance-based awards have the potential to vest at
up to 150% of the aggregate total of the base share awards.
F - 24
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the cash-settled restricted stock unit awards activity during the year ended
December 31, 2015 (in thousands, except per share data):
Cash-Settled restricted stock unit awards:
Cash-settled restricted stock unit awards as of January 1, 2015 .................
Granted during the period ............................................................................
Cancellations during the period ...................................................................
Vested ..........................................................................................................
Outstanding, as of December 31, 2015 .......................................................
Number of
Shares
Weighted Avg.
Fair Value Per Share(1)
153 $
47
(1)
(117)
82 $
38.43
21.84
30.87
37.25
30.61
(1)
The weighted average fair value per share is determined by the stock price on the date of grant for time-based shares.
The following table summarizes the cash-settled restricted stock unit awards activity during the year ended
December 31, 2014 (in thousands, except per share data):
Cash-Settled restricted stock unit awards:
Cash-settled restricted stock unit awards as of January 1, 2014 ...........
Granted during the period ......................................................................
Cancellations during the period ..............................................................
Vested ....................................................................................................
Outstanding, as of December 31, 2014 ..................................................
Number of
Shares
Weighted Avg.
Fair Value Per Share(1)
139 $
35
(3)
(18)
153 $
37.25
43.00
39.14
37.88
38.43
(1)
The weighted average fair value per share is determined by the stock price on the date of grant for time-based shares.
Employee Stock Purchase Plan
On May 3, 2005, the Company established the Hornbeck Offshore Services, Inc. 2005 Employee Stock Purchase
Plan, or ESPP, which was adopted by the Company’s Board of Directors and approved by the Company’s stockholders.
Under the ESPP, the Company is presently authorized to issue up to 2.2 million shares of common stock to eligible
employees of the Company and its designated subsidiaries. Employees have the opportunity to purchase shares of the
Company’s common stock at periodic intervals through accumulated payroll deductions that will be applied at semi-annual
intervals to purchase shares of common stock at a discount from the market price as defined by the ESPP. The ESPP is
designed to satisfy the requirements of Section 423 of the Internal Revenue Code of 1986, as amended, and thereby
allows participating employees to defer recognition of taxes when purchasing the shares of common stock at a 15%
discount under the ESPP. The Company has an effective Registration Statement on Form S-8 with the Commission
registering the issuance of shares of common stock under the ESPP. As of December 31, 2016, there were 1.1 million
shares available for future issuance to employees under the ESPP. The Company recorded approximately $0.6 million,
$1.2 million, and $1.2 million of compensation expense during the years ended December 31, 2016, 2015 and 2014,
respectively, associated with the ESPP.
F - 25
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The fair value of the employees’ stock purchase rights granted under the ESPP was estimated using the Black-
Scholes model with the following assumptions for the years ended December 31, 2016 and 2015:
Dividend yield ............................................................................................................
Expected volatility ......................................................................................................
Risk-free interest rate ................................................................................................
Expected term (months) ............................................................................................
Weighted-average grant-date fair value per share ..................................................... $
— %
91.6 %
0.5 %
6
3.14
$
— %
61.3 %
0.3 %
6
4.86
2016
2015
F - 26
Table of Contents
9. Income Taxes
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The net long-term deferred tax liabilities in the accompanying consolidated balance sheets include the following
components (in thousands):
Deferred tax liabilities:
Fixed assets .............................................................................. $
Deferred charges and other liabilities ........................................
Total deferred tax liabilities ..................................................
Deferred tax assets:
Net operating loss carryforwards ...............................................
Allowance for doubtful accounts ................................................
Stock-based compensation expense .........................................
Alternative minimum tax credit carryforward ..............................
Foreign tax credit carryforward ..................................................
Other .........................................................................................
Total deferred tax assets .....................................................
Valuation allowance ...................................................................
Year Ended December 31,
2016
2015
2014
490,221 $
472,817 $
10,908
501,129
(111,147)
(763)
(4,033)
(20,863)
(17,554)
(6,044)
11,317
484,134
(52,374)
(1,036)
(4,830)
(20,863)
(17,972)
(5,440)
489,060
18,013
507,073
(116,676)
(1,330)
(4,246)
(20,863)
(12,332)
(5,676)
(160,404)
(102,515)
(161,123)
2,295
—
1,011
Total deferred tax liabilities, net ........................................... $
343,020 $
381,619 $
346,961
The components of the income tax expense follow (in thousands):
Year Ended December 31,
2016
2015
2014
Current tax expense (benefit):
U.S. ............................................................................................... $
Foreign ..........................................................................................
Total current tax expense ..............................................................
709 $
— $
(257)
452
5,671
5,671
—
1,927
1,927
Deferred tax expense:
U.S. ...............................................................................................
Total tax expense (benefit) ............................................................ $
(45,958)
34,086
(45,506) $
39,757 $
50,440
52,367
Income from continuing operations before income taxes, based on jurisdiction earned, was as follows (in thousands):
U.S. ............................................................................................... $
Foreign ..........................................................................................
Total income (loss) from continuing operations before income
taxes ............................................................................................. $
Year Ended December 31,
2016
2015
2014
(93,704) $
65,894 $
(15,648)
40,684
105,066
35,208
(109,352) $
106,578 $
140,274
At December 31, 2016, the Company had federal tax net operating loss carryforwards of approximately $315.2
million, which will expire in 2031 through 2036 and foreign tax credit carryforwards of approximately $16.4 million, which
will expire in 2019 through 2026. The Company has state tax net operating loss carryforwards of approximately $88.5
F - 27
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
million, which will expire in 2030 through 2036 and can only be utilized if the Company generates taxable income in that
particular jurisdiction.
As a result of the sale of the Downstream segment during the third quarter of 2013, the Company believed that
certain state operating loss carryforwards might not be realizable and thus recorded a valuation allowance of $0.9 million
for the year ended December 31, 2013. During 2014, the Company recorded an additional valuation allowance of $0.1
million related to those state operating losses. During 2015, the total valuation allowance of $1.0 million was reversed as
these state operating losses were written off upon ceasing to do business in those particular jurisdictions. During the
fourth quarter of 2016, the Company recorded a valuation allowance of $2.3 million related to foreign tax credits expiring
in 2019. The Company has weighed the evidence, primarily net book income projections, and has concluded that it is
more likely than not that the Company will not generate sufficient taxable income to utilize these credits by their expiration
date of December 31, 2019.
The Company is no longer subject to tax audits by federal, state or local taxing authorities for years prior to 2012.
The Company has ongoing examinations by various foreign tax authorities but does not believe that the results of these
examinations will have a material adverse effect on the Company’s financial position or results of operations.
The following table reconciles the difference between the Company’s income tax provision calculated at the federal
statutory rate of 35% and the actual income tax provision (in thousands):
Year Ended December 31,
2016
2015
2014
Statutory rate ....................................................................................... $
State taxes, net ....................................................................................
Non-deductible expense ......................................................................
Valuation allowance .............................................................................
Income excluded from U.S. taxable income .........................................
Foreign taxes and other .......................................................................
(38,274) $
37,302 $
(1,094)
1,070
2,295
(9,478)
(25)
1,066
1,440
(1,011)
—
960
$
(45,506) $
39,757 $
49,096
1,403
1,927
99
—
(158)
52,367
Due to a favorable election included in the Company's 2015 tax return, which was filed during the fourth quarter of
2016, the results of one of the Company's vessels was excluded from U.S. taxable income and was taxed based on its
daily notional shipping income, as defined. This resulted in a favorable impact on deferred tax expense of $9.5 million.
The Company does not anticipate having any vessels qualify for this election in the foreseeable future.
10. Commitments and Contingencies
Vessel Construction
In November 2011, the Company announced, and later expanded, its fifth OSV newbuild program. This program
consisted of vessel construction contracts with three domestic shipyards to build four 300 class OSVs, five 310 class
OSVs, ten 320 class OSVs, three 310 class MPSVs and two 400 class MPSVs. As of December 31, 2016, the Company
had placed in service 22 vessels under such program. The two remaining vessels under this 24-vessel domestic newbuild
program are currently expected to be placed in service during 2018. Based on current contracts and internal estimates,
the aggregate total cost of this program, before construction period interest, is expected to be approximately $1,335.0
million. From the inception of this program through December 31, 2016, the Company had incurred construction costs of
approximately $1,264.0 million, or 94.7%, of total expected project costs.
Operating Leases
The Company is obligated under certain operating leases for office space and shore-base facilities. The Covington
facility lease provides for an initial term expiring in September 2025 with three additional five-year renewal period options.
The Company leases two adjacent shore-base facilities in Port Fourchon. At December 31, 2016, the leases had
F - 28
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
approximately two years remaining on their existing terms and the Company has multiple renewal options on such
facilities. Rent expense related to operating leases was approximately $4.0 million, $4.1 million and $3.9 million for the
years ending December 31, 2016, 2015 and 2014, respectively.
Future minimum payments under noncancelable leases for years subsequent to 2016 are as follows (in thousands):
Year Ended December 31,
2017 ..................................................................................................................................................... $
2018 .....................................................................................................................................................
2019 .....................................................................................................................................................
2020 .....................................................................................................................................................
2021 .....................................................................................................................................................
Thereafter .............................................................................................................................................
Total ...................................................................................................................................................... $
2,826
2,377
2,409
2,456
2,524
24,662
37,254
Contingencies
In the normal course of its business, the Company becomes involved in various claims and legal proceedings in
which monetary damages are sought. It is management’s opinion that the Company’s liability, if any, under such claims or
proceedings would not materially affect the Company's financial position or results of operations. The Company insures
against losses relating to its vessels, pollution and third party liabilities, including claims by employees under Section 33 of
the Merchant Marine Act of 1920, or the Jones Act. Third party liabilities and pollution claims that relate to vessel
operations are covered by the Company’s entry in a mutual protection and indemnity association, or P&I Club, as well as
by marine liability policies in excess of the P&I Club’s coverage. The Company provides reserves for any individual claim
deductibles for which the Company remains responsible by using an estimation process that considers Company-specific
and industry data, as well as management’s experience, assumptions and consultation with outside counsel. As
additional information becomes available, the Company will assess the potential liability related to its pending claims and
revise its estimates. Although historically revisions to such estimates have not been material, changes in estimates of the
potential liability could materially impact the Company’s results of operations, financial position or cash flows.
During 2013, the Company commenced the process of assigning the in-country vessel management services for its
four vessels operating in Brazil from a third party provider to a wholly-owned subsidiary of the Company. As a result, this
assignment may be interpreted by local authorities as a new importation of these vessels resulting in an importation
assessment ranging from $0.5 million to $3.5 million. The Company disagrees with this interpretation. During the third
quarter of 2015, the Brazilian court ruled in the Company's favor related to these claims and this decision has been
appealed to a higher court. As of December 31, 2016, these potential duties have not been assessed or recorded in its
financial statements. While the Company cannot estimate the amounts or timing of the resolution of this matter, the
Company believes that the outcome will not have a material impact on its liquidity or financial position, but the ultimate
resolution could have a material impact on its interim or annual results of operations.
During 2012, a customer, ATP Oil and Gas, Inc., initiated a reorganization proceeding under Chapter 11 of the United
States Bankruptcy Code, which in June 2014 was converted to a Chapter 7 case. Pre-petition receivables from ATP were
$4.8 million and the Company has recorded $0.9 million in reserves. The Company believes its claim is secured under
the Louisiana Oil Well Lien Act. A legal challenge related to the Company's liens has been raised in the bankruptcy
proceedings by parties whose interests are affected by the liens. The Company, together with its outside legal counsel,
believe its lien position is valid, but the Bankruptcy Court has disagreed. The matter is now being reviewed on appeal by
the federal district court in Houston, Texas. An unfavorable final judgment would render the Company's position to that of
an unsecured creditor in the bankruptcy proceeding. While the Company believes that the net receivables are collectible
based on its position with respect to its liens, it will continue to monitor the proceedings, which may result in actual
collections that may materially differ from the current estimate.
Vessel charters with Petrobras included limitations regarding fuel consumption. Petrobras had asserted claims
against the Company relating to excess fuel consumption in 2010 and 2011. The Company’s exposure for these
F - 29
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
assessments, net of amounts accrued, was in the range of approximately $0.5 million to $3.0 million. The Company
disagreed with a majority of these assessments. During the second quarter of 2015, the Brazilian court ruled in the
Company's favor related to these claims. Subsequent to this ruling, Petrobras had filed and was denied multiple appeals.
Petrobras had requested a final review of the case by the Supreme Court and, during the fourth quarter of 2016, this
request was denied.
11. Deferred Charges
Deferred charges include the following (in thousands):
Deferred drydocking costs, net of accumulated amortization of $34,313 and
$41,784 respectively ................................................................................................... $
Prepaid lease expense, net of amortization of $1,700 and $1,542, respectively ........
Revolving credit facility deferred financing costs, net of accumulated amortization of
$349 and $4,070 respectively .....................................................................................
13,808 $
2,688
2,581
Total ...................................................................................................................... $
19,077 $
29,228
2,847
3,198
35,273
Year Ended December 31,
2016
2015
12. Other Accrued Liabilities
Other accrued liabilities include the following (in thousands):
Year Ended December 31,
2016
2015
Accrued lease expense ........................................................................................................ $
Deferred revenue .................................................................................................................
Current taxes payable ..........................................................................................................
Other ....................................................................................................................................
4,763 $
2,245
215
2,787
Total
13. Major Customers
$
10,010 $
4,339
5,734
3,958
9,581
23,612
In the years ended December 31, 2016, 2015, and 2014, revenues from the following customers represent 10% or
more of consolidated revenues:
Customer A ......................................................................
Customer B ......................................................................
Customer C ......................................................................
Customer D ......................................................................
21%
15%
13%
n/a (1)
20%
n/a (1)
n/a (1)
10%
14%
n/a (1)
n/a (1)
n/a (1)
Year Ended December 31,
2016
2015
2014
(1) Customers represent less than 10% of consolidated revenue in each such year.
14. Discontinued Operations
On August 29, 2013, the Company closed the sale of substantially all of the assets and business of its Downstream
segment's tug and tank barge fleet. Excluded from the sale were three older, lower-horsepower tugs considered to be
non-core assets. During the year ended December 31, 2014, the remaining tugs were sold for net cash proceeds of $1.6
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Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
million. These latter sales resulted in a pre-tax gain of approximately 0.9 million ($0.6 million after-tax or $0.02 per diluted
share). The historical results for the Downstream segment and the gain on the sale of the three tugs have been
presented as discontinued operations for 2014, the only applicable period in the accompanying condensed consolidated
financial statements.
Summarized results of the Downstream segment from discontinued operations are as follows (in thousands):
Revenue ....................................................................................................................... $
Gain on sale of assets ..................................................................................................
Operating Income .........................................................................................................
Income before income taxes ........................................................................................
Income tax expense .....................................................................................................
Income from discontinued operations ...........................................................................
— $
—
—
—
—
—
— $
—
—
—
—
—
12
867
555
966
348
618
Year Ended December 31,
2016
2015
2014
At the closing of the sale of the tug and barge assets and the Downstream business in 2013, the Company entered
into transition service agreements with Genesis to facilitate the transition of the sale of the business, including ship
management agreements and a crew management agreement, pursuant to which the Company provided services related
to the operation and management of certain vessels as well as supplying some of the marine crews for those vessels
during the transition period. As of December 31, 2014, all of the transition service agreements had terminated.
15. Employment Agreements
The Company has employment agreements with certain members of its executive management team. These
agreements include, among other things, contractually stated base level salaries and a structured cash incentive
compensation program dependent upon the Company achieving certain targeted financial results. The agreements
typically provide for certain targets such as an EBITDA target, an Operating Margin target and a Safety target, which may
be varied from time to time by agreement between the Company and the management executive, as well as a
discretionary component. In the event such a member of the executive management team is terminated due to certain
events as defined in such officer’s agreement, the employee will continue to receive salary, bonus and other payments for
the full remaining term of the agreement. The current term of these employment agreements expires on December 31,
2019 and automatically extends each year thereafter on January 1st, for an additional year.
16. Condensed Consolidating Financial Statements of Guarantors
The following tables present the condensed consolidating historical financial statements as of December 31, 2016
and 2015, and for each of the two years ended December 31, 2016, for the domestic subsidiaries of the Company that
serve as guarantors of the Company's 2019 convertible senior notes, 2020 senior notes and 2021 senior notes and the
financial results for the Company's subsidiaries that do not serve as guarantors. The guarantor subsidiaries of the 2019
convertible senior notes, 2020 senior notes and 2021 senior notes are 100% owned by the Company. The guarantees
are full and unconditional and joint and several. The guarantees are full and unconditional and joint and several and, prior
to 2015, all of the Company's non-guarantor subsidiaries were minor as defined in the Securities and Exchange
Commission regulations. The non-guarantor subsidiaries of such notes include all of the Company's foreign subsidiaries.
F - 31
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Balance Sheet
(In thousands, except per share data)
Year Ended December 31, 2016
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating Consolidated
Current assets:
ASSETS
Cash and cash equivalents ............................................... $
9
$
212,196
$
4,822
$
— $
217,027
Accounts receivable, net of allowance for doubtful
accounts of $2,120 ...........................................................
Other current assets .........................................................
Total current assets ..................................................
Property, plant and equipment, net ...................................
—
15
24
—
Deferred charges, net .......................................................
2,581
Intercompany receivable ...................................................
1,779,872
Investment in subsidiaries ................................................
Other assets .....................................................................
768,718
1,744
30,846
16,176
259,218
2,449,473
15,724
680,663
8,602
6,239
5,704
787
11,313
128,915
772
—
—
—
—
—
107,038
(2,567,573)
(773,037)
(4,283)
2,272
36,550
16,978
270,555
2,578,388
19,077
—
—
—
10,255
Total assets ............................................................... $
2,552,939
$
3,419,919
$
246,027
$
(3,340,610) $
2,878,275
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable ............................................................. $
— $
11,325
$
449
$
— $
Accrued interest ................................................................
14,763
Accrued payroll and benefits ............................................
Other accrued liabilities ....................................................
—
—
Total current liabilities ...............................................
14,763
—
8,104
8,463
27,892
Long-term debt, net of original issue discount of $31,093
and deferred financing costs of $10,197 ...........................
1,083,710
—
Deferred tax liabilities, net ................................................
—
337,503
—
492
1,547
2,488
—
5,517
—
—
—
—
—
—
Intercompany payables .....................................................
61,715
2,264,900
245,276
(2,571,891)
Other liabilities ..................................................................
—
3,416
(10)
—
11,774
14,763
8,596
10,010
45,143
1,083,710
343,020
—
3,406
Total liabilities ...........................................................
1,160,188
2,633,711
253,271
(2,571,891)
1,475,279
Stockholders’ equity:
Preferred stock: $0.01 par value; 5,000 shares
authorized; no shares issued and outstanding..................
Common stock: $0.01 par value; 100,000 shares
authorized; 36,467 shares issued and outstanding...........
Additional paid-in capital ...................................................
Retained earnings ............................................................
Accumulated other comprehensive income ......................
—
365
754,394
637,992
—
Total stockholders’ equity..........................................
1,392,751
—
—
37,978
748,080
150
786,208
—
—
4,319
(21,658)
10,095
(7,244)
—
—
(42,297)
(726,422)
—
—
365
754,394
637,992
10,245
(768,719)
1,402,996
Total liabilities and stockholders’ equity .................... $
2,552,939
$
3,419,919
$
246,027
$
(3,340,610) $
2,878,275
F - 32
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Balance Sheet
(In thousands, except per share data)
Year Ended December 31, 2015
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating Consolidated
Current assets:
ASSETS
Cash and cash equivalents .................................................. $
10
$
252,651
$
7,140
$
— $
259,801
Accounts receivable, net of allowance for doubtful
accounts of $2,877 ...............................................................
Other current assets .............................................................
Total current assets ......................................................
Property, plant and equipment, net.......................................
—
12
22
—
Deferred charges, net ..........................................................
3,198
Intercompany receivable ......................................................
1,751,046
Investment in subsidiaries ....................................................
783,709
Other assets .........................................................................
1,743
41,963
12,955
307,569
2,472,367
56,021
186,054
8,602
6,648
48,418
66
55,624
102,294
(23,946)
59,413
(4,283)
2,055
821
—
821
—
—
(1,996,513)
(788,028)
91,202
13,033
364,036
2,574,661
35,273
—
—
—
10,446
Total assets .................................................................. $2,539,718
$
3,037,261
$
191,157
$
(2,783,720) $
2,984,416
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable ................................................................. $
— $
34,214
$
1,521
$
Accrued interest ...................................................................
14,795
Accrued payroll and benefits ................................................
Other accrued liabilities ........................................................
—
—
Total current liabilities ...................................................
14,795
Long-term debt, net of original issue discount of $41,600
and deferred financing costs of $13,119...............................
1,070,281
Deferred tax liabilities, net ....................................................
Intercompany payables ........................................................
Other liabilities ......................................................................
—
4,403
—
—
9,913
16,989
61,116
—
381,619
1,801,829
1,839
—
452
6,623
8,596
—
—
193,786
(2,000,018)
—
—
$
7
—
—
—
7
—
—
35,742
14,795
10,365
23,612
84,514
1,070,281
381,619
—
1,839
Total liabilities ...............................................................
1,089,479
2,246,403
202,382
(2,000,011)
1,538,253
Stockholders’ equity:
Preferred stock: $0.01 par value; 5,000 shares authorized;
no shares issued and outstanding ........................................
Common stock: $0.01 par value; 100,000 shares
authorized; 35,985 shares issued and outstanding ..............
Additional paid-in capital ......................................................
Retained earnings ................................................................
Accumulated other comprehensive income (loss) ................
—
360
748,043
701,836
—
Total stockholders’ equity .............................................
1,450,239
—
—
37,976
752,763
119
790,858
—
—
4,319
(11,349)
(4,195)
(11,225)
—
—
(42,297)
(741,412)
—
—
360
748,041
701,838
(4,076)
(783,709)
1,446,163
Total liabilities and stockholders’ equity........................ $2,539,718
$
3,037,261
$
191,157
$
(2,783,720) $
2,984,416
F - 33
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Operations
(In thousands)
Year Ended December 31, 2016
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating Consolidated
Revenues ..................................................................................... $
— $
213,563
$
8,707
$
2,029
$
224,299
Costs and expenses:
Operating expenses .............................................................
Depreciation .........................................................................
Amortization .........................................................................
General and administrative expenses ..................................
Gain on sale of assets ..........................................................
—
—
—
184
184
—
114,783
88,443
19,024
39,479
261,729
53
14,904
4,628
1,461
3,637
24,630
1
Operating loss ......................................................................
(184)
(48,113)
(15,922)
Other income (expense):
Interest income .....................................................................
—
Interest expense ...................................................................
(48,673)
Equity in earnings (losses) of consolidated subsidiaries ......
(14,989)
Other income (expense), net ................................................
—
(63,662)
Income (loss) before income taxes ..............................................
(63,846)
Income tax benefit ........................................................................
Net income (loss) ......................................................................... $ (63,846) $
—
984
—
—
(2,272)
(1,288)
(49,401)
(44,721)
506
(2)
—
4,324
4,828
(11,094)
(785)
1,971
131,658
—
—
58
93,071
20,485
43,358
2,029
288,572
—
—
—
—
14,989
—
14,989
14,989
—
54
(64,219)
1,490
(48,675)
—
2,052
(45,133)
(109,352)
(45,506)
(4,680) $
(10,309) $
14,989
$
(63,846)
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
Net income (loss) ...................................................... $
Other comprehensive income:
Year Ended December 31, 2016
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating
Consolidated
(63,846) $
(4,680) $
(10,309) $
14,989
$
(63,846)
Foreign currency translation gain .............................
—
31
14,290
—
14,321
Total comprehensive income (loss)........................... $
(63,846) $
(4,649) $
3,981
$
14,989
$
(49,525)
F - 34
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statement of Operations
(In thousands)
Year ended December 31, 2015
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating
Consolidated
Revenues .................................................................................. $
— $
426,419
$
50,952
$
(1,301) $
476,070
Costs and expenses:
Operating expenses ..........................................................
Depreciation ......................................................................
Amortization ......................................................................
General and administrative expenses ...............................
Gain on sale of assets .......................................................
—
—
—
189
189
—
Operating income (loss) ....................................................
(189)
Other income (expense):
Interest income ..................................................................
—
Interest expense ................................................................
(39,460)
Equity in earnings (losses) of consolidated subsidiaries ....
106,798
Other income (expense), net .............................................
..................................................................................................
Income (loss) before income taxes ............................................
Income tax expense ..................................................................
Net income (loss) ....................................................................... $
—
67,338
67,149
—
178,748
81,522
25,782
44,398
330,450
44,060
140,029
1,125
—
—
(4,053)
(2,928)
137,101
35,194
41,514
1,044
681
3,861
47,100
—
3,852
400
(36)
—
5,238
5,602
9,454
4,563
(1,002)
219,260
—
—
(151)
(1,153)
—
(148)
—
—
(106,798)
(180)
(106,978)
(107,126)
—
82,566
26,463
48,297
376,586
44,060
143,544
1,525
(39,496)
—
1,005
(36,966)
106,578
39,757
66,821
67,149
$
101,907
$
4,891
$
(107,126) $
Condensed Consolidating Statements of Comprehensive Income
(In thousands)
Net income (loss) ............................................. $
Other comprehensive income:
Year Ended December 31, 2015
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating
Consolidated
67,149
$
101,907
$
4,891
$
(107,126) $
66,821
Foreign currency translation loss .....................
—
(81)
(3,093)
—
Total comprehensive income (loss) .................. $
67,149
$
101,826
$
1,798
$
(107,126) $
(3,174)
63,647
F - 35
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Condensed Consolidating Statements of Cash Flows
(In thousands)
Year Ended December 31, 2016
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities ................... $
(199) $
55,677
$
(2,428) $
— $
53,050
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs incurred for OSV newbuild program #5 ...........................
Net proceeds from sale of assets ..............................................
Vessel capital expenditures .......................................................
Non-vessel capital expenditures ...............................................
Net cash used in investing activities ..........................................
—
—
—
—
—
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs ...........................................................
Net cash proceeds from other shares issued ............................
Net cash provided by financing activities ..................................
Effects of exchange rate changes on cash ................................
Net decrease in cash and cash equivalents ..............................
Cash and cash equivalents at beginning of period ....................
Cash and cash equivalents at end of period ............................. $
(1,102)
1,300
198
—
(1)
10
9
$
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
(76,615)
523
(19,604)
(467)
(96,163)
—
—
—
31
(40,455)
252,651
212,196
$
338
1
(1,085)
(102)
(848)
—
—
—
958
(2,318)
7,140
4,822
$
Cash paid for interest ................................................................ $ 50,152
Cash paid for income taxes ....................................................... $
$
— $
— $
$
1,292
— $
$
2,440
—
—
—
—
—
—
—
—
—
—
—
— $
— $
— $
(76,277)
524
(20,689)
(569)
(97,011)
(1,102)
1,300
198
989
(42,774)
259,801
217,027
50,152
3,732
Condensed Consolidating Statements of Cash Flows
(In thousands)
Year Ended December 31, 2015
Parent
Guarantor
Subsidiaries
Non-Guarantor
Subsidiaries
Consolidating Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by (used in) operating activities .................... $
(1,029) $
109,987
$
106,885
$
— $
215,843
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs incurred for OSV newbuild program #5 ............................
Net proceeds from sale of assets ...............................................
Vessel capital expenditures ........................................................
Non-vessel capital expenditures .................................................
Net cash used in investing activities ...........................................
—
—
—
—
—
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs .............................................................
Net cash proceeds from other shares issued .............................
Net cash provided by financing activities ....................................
Effects of exchange rate changes on cash .................................
Net increase (decrease) in cash and cash equivalents ..............
Cash and cash equivalents at beginning of period .....................
Cash and cash equivalents at end of period ............................... $
(2,089)
3,112
1,023
—
(6)
16
10
$
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
(120,767)
152,000
(55,724)
(16,211)
(40,702)
—
—
—
(81)
69,204
183,447
252,651
$
(69,303)
—
(31,068)
(276)
(100,647)
—
—
—
(758)
5,480
1,660
7,140
$
Cash paid for interest ................................................................. $ 50,492
Cash paid for income taxes ........................................................ $
$
— $
— $
$
582
— $
$
4,226
—
—
—
—
—
—
—
—
—
—
—
— $
— $
— $
(190,070)
152,000
(86,792)
(16,487)
(141,349)
(2,089)
3,112
1,023
(839)
74,678
185,123
259,801
50,492
4,808
F - 36
Table of Contents
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
17. Supplemental Selected Quarterly Financial Data (Unaudited) (in thousands, except per share data):
The following table contains selected unaudited quarterly financial data from the consolidated statements of
operations for each quarter of fiscal years 2016 and 2015. The operating results for any quarter are not necessarily
indicative of results for any future period.
Fiscal Year 2016(1)(2)
Quarter Ended
Mar 31
Jun 30
Sep 30
Dec 31
Revenues ................................................................................................ $ 76,820 $ 53,673 $ 51,927 $ 41,879
(27,484)
Operating loss .........................................................................................
Net loss ...................................................................................................
(19,243)
Earnings (loss) per common share:
(14,445)
(16,503)
(21,510)
(20,586)
(780)
(7,514)
Basic loss per common share .......................................................... $
Diluted loss per common share ........................................................ $
(0.21) $
(0.21) $
(0.57) $
(0.57) $
(0.45) $
(0.45) $
(0.53)
(0.53)
Fiscal Year 2015(1)(2)
Revenues ................................................................................................ $134,624 $136,446 $116,281 $ 88,719
Operating income(3) .................................................................................
4,482
Net income (loss) ....................................................................................
(2,671)
Earnings (loss) per common share: ........................................................
32,809
14,424
39,355
19,215
66,898
35,853
Basic earnings (loss) per common share ......................................... $
Diluted earnings (loss) per common share ....................................... $
1.01 $
0.99 $
0.54 $
0.53 $
0.40 $
0.40 $
(0.07)
(0.07)
The sum of the four quarters may not equal annual results due to rounding.
(1)
(2) Results for the fiscal years 2016 and 2015 were significantly impacted by a drop in oil price, which resulted in reductions in both the Company's dayrates
and utilization. In recognition of these weak market conditions, the Company elected to stack OSVs and MPSVs on various dates during fiscal 2016. The
Company had an average of 41.3 OSVs and 0.3 MPSVs stacked during the year ended December 31, 2016. The Company had an average of 18.0 OSVs
and no MPSVs stacked during fiscal 2015.
(3) During the first quarter of 2015, the Company closed on the sale of three 250EDF class OSVs that were previously chartered to the U.S Navy for cash
consideration of $114.0 million. The sale resulted in a pre-tax gain of approximately $33.1 million ($20.7 million after-tax or $0.57 per diluted share).
During the third quarter of 2015, the Company closed on the sale of one 250EDF class OSV that was previously chartered to the U.S Navy for cash
consideration of $38.0 million. The sale resulted in a pre-tax gain of approximately $11.0 million ($6.7 million after-tax or $0.19 per diluted share). See
Note 5 for further discussion.
F - 37
Table of Contents
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Covington, the State of Louisiana, on February 24, 2017.
SIGNATURES
HORNBECK OFFSHORE SERVICES, INC.
By:
/s/ TODD M. HORNBECK
Todd M. Hornbeck
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by
the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/S/ TODD M. HORNBECK
Chairman of the Board, President, and Chief Executive
February 24, 2017
(Todd M. Hornbeck)
Officer (Principal Executive Officer)
/S/ JAMES O. HARP, JR.
(James O. Harp, Jr.)
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
February 24, 2017
/S/ LARRY D. HORNBECK
Director
(Larry D. Hornbeck)
/S/ BRUCE W. HUNT
Director
(Bruce W. Hunt)
/S/ STEVEN W. KRABLIN
Director
(Steven W. Krablin)
/S/ PATRICIA B. MELCHER
Director
(Patricia B. Melcher)
/S/ KEVIN O. MEYERS
Director
(Kevin O. Meyers)
/S/ JOHN T. RYND
Director
(John T. Rynd)
/S/ BERNIE W. STEWART
Director
(Bernie W. Stewart)
/S/ NICHOLAS L. SWYKA JR.
Director
(Nicholas L. Swyka, Jr.)
S - 1
February 24, 2017
February 24, 2017
February 24, 2017
February 24, 2017
February 24, 2017
February 24, 2017
February 24, 2017
February 24, 2017
Table of Contents
Exhibit
Number
Description of Exhibit
Exhibit Index
3.1 — Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference
to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended March 31, 2005).
3.2 — Amended and Restated Certificate of Designation of Series A Junior Participating Preferred Stock filed
with the Secretary of State of the State of Delaware on July 2, 2013 (incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 3, 2013).
3.3 — Fourth Restated Bylaws of the Company adopted June 30, 2004 (incorporated by reference to Exhibit
3.3 to the Company’s Form 10-Q for the quarter ended June 30, 2004).
3.4 — Amendment No. 1 to Fourth Restated Bylaws of the Company adopted June 21, 2012 (incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 27, 2012).
4.1 — Specimen stock certificates for the Company’s common stock, $0.01 par value (for U.S. citizens and
non-U.S. citizens) (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-A/A filed July 3,
2013, Registration No. 001-32108).
4.2 — Indenture, dated March 16, 2012 among Hornbeck Offshore Services, Inc., as issuer, the guarantors
party thereto and Wells Fargo Bank, National Association, as trustee (including form of 5.875% Senior
Notes due 2020) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form
8-K filed March 21, 2012).
4.3 — Indenture dated as of August 13, 2012 by and among Hornbeck Offshore Services, Inc., the
guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (including form of
1.500% Convertible Senior Notes due 2019) (incorporated by reference to Exhibit 4.1 to the
Company’s Current Report on Form 8-K filed on August 13, 2012).
4.4 — Confirmation of Base Call Option Transaction dated as of August 7, 2012 by and between Hornbeck
Offshore Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on August 13, 2012).
4.5 — Confirmation of Base Call Option Transaction dated as of August 7, 2012 by and between Hornbeck
Offshore Services, Inc. and JPMorgan Chase Bank, National Association, London Branch
(incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August
13, 2012).
4.6 — Confirmation of Base Call Option Transaction dated as of August 7, 2012 by and between Hornbeck
Offshore Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to
Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.7 — Confirmation of Additional Base Call Option Transaction dated as of August 8, 2012 by and between
Hornbeck Offshore Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.5 to
the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.8 — Confirmation of Additional Base Call Option Transaction dated as of August 8, 2012 by and between
Hornbeck Offshore Services, Inc. and JPMorgan Chase Bank, National Association, London Branch
(incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on
August 13, 2012).
4.9 — Confirmation of Additional Base Call Option Transaction dated as of August 8, 2012 by and between
Hornbeck Offshore Services, Inc. and Wells Fargo Bank, National Association (incorporated by
reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.10 — Confirmation of Base Warrant dated as of August 7, 2012 by and between Hornbeck Offshore
Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.8 to the Company’s
Current Report on Form 8-K filed on August 13, 2012).
4.11 — Confirmation of Base Warrant dated as of August 7, 2012 by and between Hornbeck Offshore
Services, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by
reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.12 — Confirmation of Base Warrant dated as of August 7, 2012 by and between Hornbeck Offshore
Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.10 to
the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.13 — Confirmation of Additional Warrants dated as of August 8, 2012 by and between Hornbeck Offshore
Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.11 to the Company’s
Current Report on Form 8-K filed on August 13, 2012).
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Exhibit
Number
Description of Exhibit
4.14 — Confirmation of Additional Warrants dated as of August 8, 2012 by and between Hornbeck Offshore
Services, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by
reference to Exhibit 4.12 to the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.15 — Confirmation of Additional Warrants dated as of August 8, 2012 by and between Hornbeck Offshore
Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.13 to
the Company’s Current Report on Form 8-K filed on August 13, 2012).
4.16 — Indenture governing the 5.000% Notes, dated March 28, 2013 among Hornbeck Offshore Services,
Inc., as issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee
(including form of 5.000% Senior Notes due 2021) (incorporated by reference to Exhibit 4.2 to the
Company’s Current Report on Form 8-K filed on March 28, 2013).
4.17 — Rights Agreement dated as of July 1, 2013 between Hornbeck Offshore Services, Inc. and
Computershare Inc., as Rights Agent, which includes as Exhibit A the Amended and Restated
Certificate of Designation of Series A Preferred Stock, as Exhibit B the form of Right Certificate and as
Exhibit C the form of Summary of Rights to Purchase Shares (incorporated by reference to Exhibit 4.1
to the Company’s Current Report on Form 8-K filed July 3, 2013).
4.18 — First Supplemental Indenture, dated October 6, 2015 among Hornbeck Offshore Services, Inc., the
guarantors party thereto and Wells Fargo Bank, National Association, as trustee (to the indenture
governing the 1.5% Convertible Senior Notes due 2019) (incorporated by reference to Exhibit 4.18 to
the Company’s Form 10-Q for the quarter ended September 30, 2015).
4.19 — First Supplemental Indenture, dated October 6, 2015 among Hornbeck Offshore Services, Inc., the
guarantors party thereto and Wells Fargo Bank, National Association, as trustee (to the indenture
governing the 5.875% Senior Notes due 2020) (incorporated by reference to Exhibit 4.19 to the
Company’s Form 10-Q for the quarter ended September 30, 2015).
4.20 — First Supplemental Indenture, dated October 6, 2015 among Hornbeck Offshore Services, Inc., the
guarantors party thereto and Wells Fargo Bank, National Association, as trustee (to the indenture
governing the 5.000% Senior Notes due 2021) (incorporated by reference to Exhibit 4.20 to the
Company’s Form 10-Q for the quarter ended September 30, 2015).
10.1 — Facilities Use Agreement effective January 1, 2006, and incorporated Indemnification Agreement and
amendments thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed February 21, 2006).
10.2† — Director & Advisory Director Compensation Policy, effective January 1, 2012 (incorporated by
reference to Exhibit 10.2 to the Company’s Form 10-K for the period ended December 31, 2011).
10.3† — Hornbeck Offshore Services, Inc. Deferred Compensation Plan dated as of July 10, 2007 (incorporated
by reference to Exhibit 10.2 to the Company’s Form 10-Q for the period ended June 30, 2007).
10.4† — Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive Compensation Plan, dated
effective May 2, 2006 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on
Form 8-K filed May 4, 2006).
10.5† — Amendment to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive
Compensation Plan, dated effective May 12, 2008 (incorporated by reference to Exhibit 10.4 to the
Company’s Form 10-Q for the period ended March 31, 2008).
10.6† — Second Amendment to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive
Compensation Plan, dated effective June 24, 2010 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed June 30, 2010).
10.7† — Amended and Restated Senior Employment Agreement dated May 7, 2007 by and between Todd M.
Hornbeck and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q
for the period ended March 31, 2007).
10.8† — Amended and Restated Employment Agreement dated May 7, 2007 by and between Carl G. Annessa
and the Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the
period ended March 31, 2007).
10.9† — Amended and Restated Employment Agreement dated May 7, 2007 by and between James O. Harp,
Jr. and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q for the
period ended March 31, 2007).
10.10† — Amendment to Amended and Restated Senior Employment Agreement dated effective May 12, 2008
by and between Todd M. Hornbeck and the Company (incorporated by reference to Exhibit 10.1 to the
Company’s Form 10-Q for the period ended March 31, 2008).
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Exhibit
Number
Description of Exhibit
10.11† — Amendment to Amended and Restated Employment Agreement dated effective May 12, 2008 by and
between Carl G. Annessa and the Company (incorporated by reference to Exhibit 10.2 to the
Company’s Form 10-Q for the period ended March 31, 2008).
10.12† — Amendment to Amended and Restated Employment Agreement dated effective May 12, 2008 by and
between James O. Harp, Jr. and the Company (incorporated by reference to Exhibit 10.3 to the
Company’s Form 10-Q for the period ended March 31, 2008).
10.13† — Second Amendment to Amended and Restated Senior Employment Agreement dated effective
December 31, 2009 by and between Todd M. Hornbeck and the Company (incorporated by reference
to Exhibit 10.12 to the Company’s Form 10-K for the period ended December 31, 2009).
10.14† — Second Amendment to Amended and Restated Employment Agreement dated effective December 31,
2009 by and between Carl G. Annessa and the Company (incorporated by reference to Exhibit 10.13
to the Company’s Form 10-K for the period ended December 31, 2009).
10.15† — Second Amendment to Amended and Restated Employment Agreement dated effective December 31,
2009 by and between James O. Harp, Jr. and the Company (incorporated by reference to Exhibit
10.14 to the Company’s Form 10-K for the period ended December 31, 2009).
10.16† — Employment Agreement dated effective January 1, 2011 by and between Samuel A. Giberga and the
Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the period ended
June 30, 2011).
10.17† — Change in Control Agreement dated effective August 5, 2008 by and between Samuel A. Giberga and
the Company (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter
ended June 30, 2008).
10.18† — Employment Agreement dated effective January 1, 2013 by and between John S. Cook and the
Company (incorporated by reference to Exhibit 10.18 to the Company's Form 10-K for the period
ended December 31, 2012).
10.19† — Change in Control Agreement dated effective August 5, 2008 by and between John S. Cook and the
Company (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter
ended June 30, 2008).
10.20† — Amendment to Change in Control Agreement dated effective December 31, 2009 by and between
John S. Cook and the Company (incorporated by reference to Exhibit 10.19 to the Company’s Form
10-K for the period ended December 31, 2009).
10.21† — Amendment to Change in Control Agreement dated effective December 31, 2009 by and between
Samuel A. Giberga and the Company (incorporated by reference to Exhibit 10.18 to the Company’s
Form 10-K for the period ended December 31, 2009).
10.22 — Form of Amended and Restated Indemnification Agreement (incorporated by reference to Exhibit 10.1
to the Company’s Form 10-Q for the quarter ended June 30, 2009).
10.23† — Form of Executive Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.16
to the Company’s Form 10-K for the period ended December 31, 2004).
10.24† — Form of Director Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.17 to
the Company’s Form 10-K for the period ended December 31, 2004).
10.25† — Form of Employee Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.18
to the Company’s Form 10-K for the period ended December 31, 2004).
10.26† — Form of Restricted Stock Unit Agreement for Executive Officers (Time Vesting) (incorporated by
reference to Exhibit 10.7 to the Company’s Form 10-Q for the quarter ended March 31, 2008).
10.27† — Form of Restricted Stock Unit Agreement for Non-Employee Directors (Time Vesting) (incorporated by
reference to Exhibit 10.8 to the Company’s Form 10-Q for the quarter ended March 31, 2008).
10.28† — Form of Restricted Stock Unit Agreement for Executive Officers (Performance Based) (incorporated by
reference to Exhibit 10.9 to the Company’s Form 10-Q for the quarter ended March 31, 2008).
10.29† — Form of Restricted Stock Unit Agreement for Executive Officers (Performance Based) (incorporated by
reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2009).
10.30† — Form of Restricted Stock Unit Agreement for Executive Officers (Time Vesting) (incorporated by
reference to Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended March 31, 2009).
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Exhibit
Number
Description of Exhibit
10.31† — Form of Restricted Stock Unit Agreement for Executive Officers (Performance Based) (incorporated by
reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2010).
10.32 — Vessel Construction Agreement dated November 14, 2011 by and between Hornbeck Offshore
Services, Inc. and VT Halter Marine, Inc. (incorporated by reference to Exhibit 10.41 to the Company’s
Form 10-K for the period ended December 31, 2011). (portions of this exhibit have been omitted
pursuant to a request for confidential treatment filed with the Securities and Exchange Commission).
10.33 — Consulting Agreement dated February 14, 2012 by and between Hornbeck Offshore Services, Inc. and
Larry D. Hornbeck (incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K for the
period ended December 31, 2011).
10.34 — Amendment No. 3 to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive
Compensation Plan (incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K filed June 24, 2013).
10.35 — Form of Amended Appendix A to Employment Agreements for Executive Officers (incorporated by
reference to Exhibit 10.1 to the Company's Form 10-Q for the quarter ended March 31, 2014).
10.36 — Second Amended and Restated Credit Agreement dated as of February 6, 2015 by and among the
Company and one of its subsidiaries, Hornbeck Offshore Services, LLC, each of the lenders and
guarantors signatory thereto, and Wells Fargo Bank, National Association, as administrative agent for
the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on February 12, 2015).
10.37 — Second Amended and Restated Guaranty and Collateral Agreement dated as of February 6, 2015 by
and among the Company, one of its subsidiaries, Hornbeck Offshore Services, LLC, each of the
guarantors signatory thereto, and Wells Fargo Bank, National Association, as administrative agent for
the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K
filed on February 12, 2015).
10.38 — Amended and Restated Indemnification Agreement effective as of May 7, 2015 by and among the
Company, Hornbeck Family Ranch, LP, Larry D. Hornbeck and Joan M. Hornbeck (incorporated by
reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2015).
10.39† — Fourth Amendment to the Second Amended and Restated Hornbeck Offshore Services, Inc. Incentive
Compensation Plan, effective June 18, 2015 (incorporated by reference to Exhibit 10.1 to the
Company’s Current Report on Form 8-K filed June 24, 2015).
10.40† — First Amendment to the Hornbeck Offshore Services, Inc. 2005 Employee Stock Purchase Plan,
effective June 18, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed June 24, 2015).
10.41
10.42
Form of Amended Appendix A to Employment Agreements for Executive Officers (incorporated by
reference to Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended March 31, 2016).
First Amendment to Second Amended and Restated Credit Agreement dated as of July 29, 2016 by
and among the Company and one of its subsidiaries, Hornbeck Offshore Services, LLC, each of the
lenders and guarantors signatory thereto, and Wells Fargo Bank, National Association, as
administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s
Current Report on Form 8-K filed on August 4, 2016).
*21 — Subsidiaries of the Company
*23.1 — Consent of Ernst & Young LLP
*31.1 — Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*31.2 — Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1 — Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*32.2 — Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101 — Interactive Data File
*
†
Filed herewith.
Compensatory plan or arrangement under which executive officers or directors of the Company may
participate.
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Subsidiaries of Hornbeck Offshore Services, Inc.
EXHIBIT 21
Subsidiary Name
Hornbeck Offshore Services, LLC
Hornbeck Offshore Operators, LLC
HOS Port, LLC
State or Country
of Incorporation
Delaware
Delaware
Delaware
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
Registration Statement (Form S-8 No. 333-119109), Registration Statement (Form S-8 No. 333-168908) and
Registration Statement (Form S-8 No. 333-205198) pertaining to the Second Amended and Restated Hornbeck
Offshore Services, Inc. Incentive Compensation Plan;
Registration Statement (Form S-8 No. 333-124698) and Registration Statement (Form S-8 No. 333-205201)
pertaining to the Hornbeck Offshore Services, Inc. 2005 Employee Stock Purchase Plan; and
Registration Statement (Form S-4 No. 333-183777) of Hornbeck Offshore Services, Inc.
of our reports dated February 24, 2017, with respect to the consolidated financial statements of Hornbeck Offshore
Services, Inc. and subsidiaries, and the effectiveness of internal control over financial reporting of Hornbeck
Offshore Services, Inc., included in this Annual Report (Form 10-K) of Hornbeck Offshore Services, Inc. for the year
ended December 31, 2016.
New Orleans, Louisiana
February 24, 2017
/s/ Ernst & Young LLP
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I, Todd M. Hornbeck, certify that:
CERTIFICATION
EXHIBIT 31.1
1.
I have reviewed this Annual Report on Form 10-K of Hornbeck Offshore Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2017
/s/ Todd M. Hornbeck
Todd M. Hornbeck
Chief Executive Officer
(Principal Executive Officer)
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I, James O. Harp, Jr., certify that:
CERTIFICATION
EXHIBIT 31.2
1.
I have reviewed this Annual Report on Form 10-K of Hornbeck Offshore Services, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation;
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal
control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of
directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal control
over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant’s internal control over financial reporting.
Date: February 24, 2017
/s/ James O. Harp, Jr
James O. Harp, Jr.
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.1
In connection with the Annual Report of Hornbeck Offshore Services, Inc., a Delaware corporation (the
“Company”), on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, Todd M. Hornbeck, Chairman, President and Chief Executive
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
Information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated: February 24, 2017
/s/ Todd M. Hornbeck
Todd M. Hornbeck
Chairman, President and Chief Executive Officer
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CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002
EXHIBIT 32.2
In connection with the Annual Report of Hornbeck Offshore Services, Inc., a Delaware corporation (the
“Company”), on Form 10-K for the year ended December 31, 2016, as filed with the Securities and Exchange
Commission on the date hereof (the “Report”), I, James O. Harp, Jr., Executive Vice President and Chief Financial
Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange
Act of 1934; and
Information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.
Dated: February 24, 2017
/s/ James O. Harp, Jr.
James O. Harp, Jr.
Executive Vice President and Chief Financial Officer
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Performance Graph
The graph below compares the cumulative total shareholder return on our common stock to the cumulative
total shareholder return of the Standard & Poor’s 500 Stock Index and the cumulative total shareholder
return of the Philadelphia Stock Exchange Oil Service Index. The total shareholder return assumes $100
invested on December 31, 2011 (the last day before the beginning of our fifth preceding fiscal year) in
Hornbeck Offshore Services, Inc., the Standard & Poor’s 500 Stock Index and the Philadelphia Stock
Exchange Oil Service Index. It also assumes reinvestment of all dividends of companies in such indexes.
The Philadelphia Stock Exchange Oil Service Sector Index consists of 15 companies that provide oil drilling
and production services, oil field equipment, support services and geophysical/reservoir services. The
results shown in the graph below are not necessarily indicative of future performance.
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