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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Hornbeck Offshore Services Inc | NYSE:HOS | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2998 | 0 | 01:00:00 |
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ý
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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72-1375844
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of exchange, on which registered
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Common Stock, $0.01 par value
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New York Stock Exchange
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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Name
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Design
|
|
Current
Service
Function
|
|
Current
Location
|
|
In-Service
Date
|
|
Deadweight
(long tons)
|
|
Liquid Mud
Capacity
(barrels)
|
|
Total
Horsepower
|
|
DP
Class
(1)
|
OWNED VESSELS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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MPSVs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HOS Iron Horse
|
|
430
|
|
Multi-Purpose (FF)
|
|
Latin America
|
|
Nov 2009
|
|
5,908
|
|
n/a
|
|
8,050
|
|
DP-3
|
HOS Achiever
|
|
430
|
|
Stacked (FF)
|
|
GoM
|
|
Oct 2008
|
|
5,096
|
|
n/a
|
|
8,050
|
|
DP-3
|
HOS Warhorse
|
|
400ES
|
|
Multi-Purpose
|
|
TBD
|
|
1Q2018 est.
(2)
|
|
6,200 est
|
|
14,100 est.
|
|
9,000 est.
|
|
DP-2
|
HOS Wild Horse
|
|
400ES
|
|
Multi-Purpose
|
|
TBD
|
|
3Q2018 est.
(2)
|
|
6,200 est.
|
|
14,100 est.
|
|
9,000 est.
|
|
DP-2
|
HOS Centerline
|
|
370
|
|
Multi-Purpose
|
|
GoM
|
|
Mar 2009
|
|
7,903
|
|
30,962
|
|
6,000
|
|
DP-2
|
HOS Strongline
|
|
370
|
|
Multi-Purpose
|
|
GoM
|
|
Mar 2010
|
|
7,881
|
|
30,962
|
|
6,000
|
|
DP-2
|
HOS Bayou
|
|
310
|
|
Multi-Purpose
|
|
GoM
|
|
Dec 2014
|
|
5,189
|
|
20,981
|
|
7,300
|
|
DP-2
|
HOS Warland
|
|
310ES
|
|
Multi-Purpose
|
|
GoM
|
|
Aug 2016
|
|
4,997
|
|
19,120
|
|
9,000
|
|
DP-2
|
HOS Woodland
|
|
310ES
|
|
Multi-Purpose
|
|
GoM
|
|
Sep 2016
|
|
5,067
|
|
19,120
|
|
9,000
|
|
DP-2
|
HOS Riverbend
|
|
300
|
|
Stacked
|
|
GoM
|
|
Feb 2014
|
|
4,529
|
|
16,938
|
|
7,300
|
|
DP-2
|
OSVs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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300 class (Over 5,000 DWT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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HOS Commander
|
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320
|
|
Supply
|
|
Latin America
|
|
Nov 2013
|
|
6,046
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Carolina
|
|
320
|
|
Supply
|
|
GoM
|
|
Feb 2014
|
|
6,059
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Claymore
|
|
320
|
|
Supply
|
|
GoM
|
|
Mar 2014
|
|
6,042
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Captain
|
|
320
|
|
Supply
|
|
GoM
|
|
Jul 2014
|
|
6,051
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Clearview
|
|
320
|
|
Stacked
|
|
GoM
|
|
Aug 2014
|
|
6,053
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Crockett
|
|
320
|
|
Supply
|
|
GoM
|
|
Dec 2014
|
|
6,047
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Caledonia
|
|
320
|
|
Supply
|
|
GoM
|
|
Jan 2015
|
|
6,066
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Crestview
|
|
320
|
|
Stacked
|
|
GoM
|
|
Feb 2015
|
|
6,052
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Cedar Ridge
|
|
320
|
|
Supply
|
|
GoM
|
|
Nov 2015
|
|
6,046
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Carousel
|
|
320
|
|
Stacked
|
|
GoM
|
|
Jun 2015
|
|
6,059
|
|
20,911
|
|
6,008
|
|
DP-2
|
HOS Black Foot
|
|
310
|
|
Supply
|
|
GoM
|
|
Jul 2014
|
|
6,055
|
|
21,417
|
|
7,300
|
|
DP-2
|
HOS Black Rock
|
|
310
|
|
Stacked
|
|
GoM
|
|
Aug 2014
|
|
6,055
|
|
21,417
|
|
7,300
|
|
DP-2
|
HOS Black Watch
|
|
310
|
|
Supply
|
|
GoM
|
|
Oct 2014
|
|
6,055
|
|
21,417
|
|
7,300
|
|
DP-2
|
HOS Brass Ring
|
|
310
|
|
Supply (FF)
|
|
Latin America
|
|
Jan 2016
|
|
5,633
|
|
21,417
|
|
6,700
|
|
DP-2
|
HOS Briarwood
|
|
310
|
|
Stacked
|
|
GoM
|
|
Jan 2016
|
|
5,350
|
|
21,417
|
|
6,700
|
|
DP-2
|
HOS Red Dawn
|
|
300
|
|
Supply
|
|
GoM
|
|
Jun 2013
|
|
5,407
|
|
20,846
|
|
6,700
|
|
DP-2
|
HOS Red Rock
|
|
300
|
|
Supply
|
|
GoM
|
|
Oct 2013
|
|
5,407
|
|
20,846
|
|
6,700
|
|
DP-2
|
HOS Renaissance
|
|
300
|
|
Supply
|
|
GoM
|
|
Nov 2013
|
|
5,407
|
|
20,846
|
|
6,700
|
|
DP-2
|
HOS Coral
|
|
290
|
|
Supply
|
|
GoM
|
|
Mar 2009
|
|
5,609
|
|
15,212
|
|
6,140
|
|
DP-2
|
280 class (3,500 to 5,000 DWT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
HOS Ridgewind
|
|
265
|
|
Supply
|
|
Middle East
|
|
Nov 2001
|
|
2,928
|
|
9,414
|
|
6,780
|
|
DP-2
|
HOS Brimstone
|
|
265
|
|
Stacked
|
|
GoM
|
|
Jun 2002
|
|
3,718
|
|
10,350
|
|
6,780
|
|
DP-2
|
HOS Stormridge
|
|
265
|
|
Stacked
|
|
GoM
|
|
Aug 2002
|
|
3,659
|
|
10,350
|
|
6,780
|
|
DP-2
|
HOS Sandstorm
|
|
265
|
|
Stacked
|
|
GoM
|
|
Oct 2002
|
|
3,659
|
|
10,336
|
|
6,780
|
|
DP-2
|
240 class (2,500 to 3,500 DWT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
HOS Saylor
|
|
240
|
|
Stacked (FF)
|
|
GoM
|
|
Oct 1999
|
|
2,774
|
|
n/a
|
|
7,844
|
|
DP-1
|
HOS Navegante
|
|
240
|
|
Stacked (FF)
|
|
GoM
|
|
Jan 2000
|
|
3,289
|
|
4,450
|
|
7,844
|
|
DP-2
|
HOS Resolution
|
|
250 EDF
|
|
Stacked
|
|
GoM
|
|
Oct 2008
|
|
2,751
|
|
8,240
|
|
6,000
|
|
DP-2
|
HOS Mystique
|
|
250 EDF
|
|
Stacked
|
|
GoM
|
|
Jan 2009
|
|
2,333
|
|
8,300
|
|
5,586
|
|
DP-2
|
HOS Pinnacle
|
|
250 EDF
|
|
Stacked
|
|
GoM
|
|
Feb 2010
|
|
2,707
|
|
8,240
|
|
6,000
|
|
DP-2
|
HOS Windancer
|
|
250 EDF
|
|
Stacked
|
|
GoM
|
|
May 2010
|
|
2,724
|
|
8,240
|
|
6,000
|
|
DP-2
|
HOS Wildwing
|
|
250 EDF
|
|
Stacked
|
|
GoM
|
|
Sept 2010
|
|
2,707
|
|
8,240
|
|
6,000
|
|
DP-2
|
HOS Bluewater
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Mar 2003
|
|
2,754
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Gemstone
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Jun 2003
|
|
2,758
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Greystone
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Sep 2003
|
|
2,754
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Silverstar
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Jan 2004
|
|
2,762
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Polestar
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
May 2008
|
|
2,752
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Shooting Star
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Jul 2008
|
|
2,728
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS North Star
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Nov 2008
|
|
2,749
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Lode Star
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Feb 2009
|
|
2,746
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Silver Arrow
|
|
240 ED
|
|
Supply
|
|
Other U.S.
|
|
Oct 2009
|
|
2,666
|
|
8,270
|
|
4,000
|
|
DP-2
|
HOS Sweet Water
|
|
240 ED
|
|
Stacked
|
|
GoM
|
|
Dec 2009
|
|
2,707
|
|
8,270
|
|
4,000
|
|
DP-2
|
|
(1)
|
“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.
|
(2)
|
These vessels are currently being constructed under our fifth OSV newbuild construction program with anticipated in-service dates during
2018
.
|
(3)
|
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.
|
•
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
185,475
|
|
|
$
|
328,262
|
|
|
$
|
490,314
|
|
International
|
38,824
|
|
|
147,808
|
|
|
144,479
|
|
|||
|
$
|
224,299
|
|
|
$
|
476,070
|
|
|
$
|
634,793
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
2,250,384
|
|
|
$
|
2,218,646
|
|
|
$
|
2,052,145
|
|
International
|
328,004
|
|
|
356,015
|
|
|
407,341
|
|
|||
|
$
|
2,578,388
|
|
|
$
|
2,574,661
|
|
|
$
|
2,459,486
|
|
•
|
our ability to obtain capital to re-finance our existing debt or expand our business through acquisitions, or otherwise;
|
•
|
our ability to retain or rehire skilled personnel whom we would need in the event of an upturn in the demand for our services.
|
•
|
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.
|
•
|
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.
|
•
|
catastrophic marine disaster;
|
•
|
adverse weather and sea conditions;
|
•
|
mechanical failure;
|
•
|
collisions or allisions;
|
•
|
oil and hazardous substance spills;
|
•
|
navigation errors;
|
•
|
acts of God; and
|
•
|
war and terrorism.
|
•
|
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.
|
•
|
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.
|
Location
|
|
Description
|
|
Area Using Property
|
|
Owned/Leased
|
Covington, Louisiana, USA
|
|
Corporate Headquarters
|
|
Corporate
|
|
Leased
|
Hammond, Louisiana, USA
|
|
Warehouse
|
|
GoM
|
|
Owned
|
Port Fourchon, Louisiana, USA
|
|
Dock, Office, Warehouse, Yard
|
|
GoM
|
|
Leased
|
Paraiso, Tabasco, Mexico
|
|
Office
|
|
Mexico
|
|
Leased
|
Ciudad Del Carmen, Campeche, Mexico
|
|
Office
|
|
Mexico
|
|
Leased
|
Barra da Tijuca, Rio de Janeiro, Brazil
|
|
Office
|
|
Brazil
|
|
Leased
|
Niteroi, Rio de Janeiro, Brazil
|
|
Office
|
|
Brazil
|
|
Leased
|
Houston, Texas, USA
|
|
Office
|
|
GoM
|
|
Leased
|
|
2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
12.98
|
|
|
$
|
5.58
|
|
|
$
|
25.40
|
|
|
$
|
17.91
|
|
Second Quarter
|
$
|
12.57
|
|
|
$
|
7.67
|
|
|
$
|
25.22
|
|
|
$
|
18.64
|
|
Third Quarter
|
$
|
9.62
|
|
|
$
|
4.35
|
|
|
$
|
20.98
|
|
|
$
|
13.33
|
|
Fourth Quarter
|
$
|
9.07
|
|
|
$
|
3.00
|
|
|
$
|
17.80
|
|
|
$
|
8.23
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
224,299
|
|
|
$
|
476,070
|
|
|
$
|
634,793
|
|
|
$
|
548,145
|
|
|
$
|
463,309
|
|
Operating expenses
|
131,658
|
|
|
219,260
|
|
|
296,500
|
|
|
239,239
|
|
|
226,462
|
|
|||||
Depreciation and amortization
|
113,556
|
|
|
109,029
|
|
|
115,450
|
|
|
85,962
|
|
|
73,675
|
|
|||||
General and administrative expenses
|
43,358
|
|
|
48,297
|
|
|
54,245
|
|
|
53,428
|
|
|
45,178
|
|
|||||
Gain (loss) on sale of assets
|
54
|
|
|
44,060
|
|
|
822
|
|
|
1,587
|
|
|
(350
|
)
|
|||||
Operating income (loss)
|
(64,219
|
)
|
|
143,544
|
|
|
169,420
|
|
|
171,103
|
|
|
117,644
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,776
|
)
|
|
(6,048
|
)
|
|||||
Interest income
|
1,490
|
|
|
1,525
|
|
|
1,086
|
|
|
2,515
|
|
|
2,167
|
|
|||||
Interest expense
|
48,675
|
|
|
39,496
|
|
|
30,733
|
|
|
47,352
|
|
|
57,869
|
|
|||||
Other income (expenses)
(1)
|
2,052
|
|
|
1,005
|
|
|
501
|
|
|
(92
|
)
|
|
185
|
|
|||||
Income (loss) before income taxes
|
(109,352
|
)
|
|
106,578
|
|
|
140,274
|
|
|
100,398
|
|
|
56,079
|
|
|||||
Income tax expense (benefit)
|
(45,506
|
)
|
|
39,757
|
|
|
52,367
|
|
|
36,320
|
|
|
21,384
|
|
|||||
Income (loss) from continuing operations
|
(63,846
|
)
|
|
66,821
|
|
|
87,907
|
|
|
64,078
|
|
|
34,695
|
|
|||||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
618
|
|
|
47,315
|
|
|
2,322
|
|
|||||
Net income (loss)
|
(63,846
|
)
|
|
66,821
|
|
|
88,525
|
|
|
111,393
|
|
|
37,017
|
|
|||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per common share from continuing operations
|
$
|
(1.76
|
)
|
|
$
|
1.87
|
|
|
$
|
2.43
|
|
|
$
|
1.79
|
|
|
$
|
0.98
|
|
Basic earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|
1.31
|
|
|
0.07
|
|
|||||
Basic earnings (loss) per common share
|
$
|
(1.76
|
)
|
|
$
|
1.87
|
|
|
$
|
2.45
|
|
|
$
|
3.10
|
|
|
$
|
1.05
|
|
Diluted earnings (loss) per common share from continuing operations
|
$
|
(1.76
|
)
|
|
$
|
1.84
|
|
|
$
|
2.40
|
|
|
$
|
1.76
|
|
|
$
|
0.97
|
|
Diluted earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|
1.29
|
|
|
0.06
|
|
|||||
Diluted earnings (loss) per common share
|
$
|
(1.76
|
)
|
|
$
|
1.84
|
|
|
$
|
2.41
|
|
|
$
|
3.05
|
|
|
$
|
1.03
|
|
Weighted average basic shares outstanding
|
36,248
|
|
|
35,755
|
|
|
36,172
|
|
|
35,895
|
|
|
35,311
|
|
|||||
Weighted average diluted shares outstanding
(2)
|
36,248
|
|
|
36,302
|
|
|
36,692
|
|
|
36,548
|
|
|
36,080
|
|
|||||
Balance Sheet Data (at period end):
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
217,027
|
|
|
$
|
259,801
|
|
|
$
|
185,123
|
|
|
$
|
439,291
|
|
|
$
|
576,678
|
|
Working capital
(3)
|
225,412
|
|
|
279,522
|
|
|
254,827
|
|
|
447,195
|
|
|
360,754
|
|
|||||
Property, plant, and equipment from continuing operations, net
|
2,578,388
|
|
|
2,574,661
|
|
|
2,459,486
|
|
|
2,125,374
|
|
|
1,643,623
|
|
|||||
Property, plant, and equipment from discontinued operations, net
|
—
|
|
|
—
|
|
|
—
|
|
|
759
|
|
|
168,487
|
|
|||||
Total assets
(4)
|
2,878,275
|
|
|
2,984,416
|
|
|
2,860,935
|
|
|
2,743,015
|
|
|
2,584,971
|
|
|||||
Total short-term debt
(5)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
238,071
|
|
|||||
Total long-term debt
(6) (7)
|
1,083,710
|
|
|
1,070,281
|
|
|
1,057,487
|
|
|
1,045,297
|
|
|
833,326
|
|
|||||
Total stockholders’ equity
|
1,402,996
|
|
|
1,446,163
|
|
|
1,370,765
|
|
|
1,295,428
|
|
|
1,165,845
|
|
|||||
Statement of Cash Flows Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) continuing operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
53,050
|
|
|
$
|
215,843
|
|
|
$
|
163,106
|
|
|
$
|
207,067
|
|
|
$
|
128,865
|
|
Investing activities
|
(97,011
|
)
|
|
(141,349
|
)
|
|
(401,515
|
)
|
|
(526,630
|
)
|
|
(255,323
|
)
|
|||||
Financing activities
|
198
|
|
|
1,023
|
|
|
(19,664
|
)
|
|
(61,344
|
)
|
|
334,391
|
|
|||||
Net cash provided by (used in) discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,374
|
|
|
$
|
15,368
|
|
|
$
|
13,847
|
|
Investing activities
|
—
|
|
|
—
|
|
|
1,638
|
|
|
228,689
|
|
|
(1,772
|
)
|
|||||
Other Financial Data (unaudited):
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
(8)
|
$
|
51,389
|
|
|
$
|
253,578
|
|
|
$
|
285,371
|
|
|
$
|
231,197
|
|
|
$
|
185,456
|
|
Capital expenditures
|
97,535
|
|
|
293,349
|
|
|
408,693
|
|
|
542,651
|
|
|
258,325
|
|
|||||
Other Operating Data (unaudited)
(9)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average number of new generation OSVs
(10)
|
61.9
|
|
|
60.0
|
|
|
57.4
|
|
|
50.7
|
|
|
51.0
|
|
|||||
Average number of active new generation OSVs
(11)
|
20.6
|
|
|
42.0
|
|
|
56.6
|
|
|
50.3
|
|
|
48.3
|
|
|||||
Average new generation OSV fleet capacity (DWT)
|
218,854
|
|
|
206,030
|
|
|
177,033
|
|
|
132,564
|
|
|
128,190
|
|
|||||
Average new generation OSV vessel capacity (DWT)
|
3,535
|
|
|
3,436
|
|
|
3,076
|
|
|
2,609
|
|
|
2,514
|
|
|||||
Average new generation OSV utilization rate
(12)
|
25.2
|
%
|
|
54.4
|
%
|
|
79.6
|
%
|
|
83.7
|
%
|
|
83.2
|
%
|
|||||
Effective new generation OSV utilization rate
(13)
|
75.7
|
%
|
|
77.8
|
%
|
|
80.7
|
%
|
|
84.4
|
%
|
|
87.8
|
%
|
|||||
Average new generation OSV dayrate
(14)
|
$
|
25,233
|
|
|
$
|
26,278
|
|
|
$
|
27,416
|
|
|
$
|
26,605
|
|
|
$
|
23,445
|
|
Effective dayrate
(15)
|
$
|
6,359
|
|
|
$
|
14,295
|
|
|
$
|
21,823
|
|
|
$
|
22,268
|
|
|
$
|
19,506
|
|
|
(1)
|
Represents other operating income and expenses, including equity in income from investments and foreign currency transaction gains or losses.
|
(2)
|
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.
|
(3)
|
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.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
See our discussion of EBITDA as a non-GAAP financial measure immediately following these footnotes.
|
(9)
|
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
,
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.
|
(11)
|
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.
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Components of EBITDA:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
87,907
|
|
|
$
|
64,078
|
|
|
$
|
34,695
|
|
Interest, net:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt obligations
|
48,675
|
|
|
39,496
|
|
|
30,733
|
|
|
47,352
|
|
|
57,869
|
|
|||||
Interest income
|
(1,490
|
)
|
|
(1,525
|
)
|
|
(1,086
|
)
|
|
(2,515
|
)
|
|
(2,167
|
)
|
|||||
Total interest, net
|
47,185
|
|
|
37,971
|
|
|
29,647
|
|
|
44,837
|
|
|
55,702
|
|
|||||
Income tax expense (benefit)
|
(45,506
|
)
|
|
39,757
|
|
|
52,367
|
|
|
36,320
|
|
|
21,384
|
|
|||||
Depreciation
|
93,071
|
|
|
82,566
|
|
|
71,301
|
|
|
55,332
|
|
|
52,005
|
|
|||||
Amortization
|
20,485
|
|
|
26,463
|
|
|
44,149
|
|
|
30,630
|
|
|
21,670
|
|
|||||
EBITDA
|
$
|
51,389
|
|
|
$
|
253,578
|
|
|
$
|
285,371
|
|
|
$
|
231,197
|
|
|
$
|
185,456
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
EBITDA Reconciliation to GAAP:
|
|
|
|
|
|
|
|
|
|
||||||||||
EBITDA
|
$
|
51,389
|
|
|
$
|
253,578
|
|
|
$
|
285,371
|
|
|
$
|
231,197
|
|
|
$
|
185,456
|
|
Cash paid for deferred drydocking charges
|
(3,978
|
)
|
|
(13,267
|
)
|
|
(43,609
|
)
|
|
(35,875
|
)
|
|
(39,211
|
)
|
|||||
Cash paid for interest
|
(50,152
|
)
|
|
(50,492
|
)
|
|
(50,548
|
)
|
|
(53,636
|
)
|
|
(38,597
|
)
|
|||||
Cash paid for taxes
|
(3,732
|
)
|
|
(4,808
|
)
|
|
(5,679
|
)
|
|
(4,537
|
)
|
|
(1,332
|
)
|
|||||
Changes in working capital
|
50,351
|
|
|
65,415
|
|
|
(32,213
|
)
|
|
33,458
|
|
|
3,571
|
|
|||||
Stock-based compensation expense
|
9,983
|
|
|
10,293
|
|
|
10,324
|
|
|
11,888
|
|
|
10,805
|
|
|||||
(Gain) loss on sale of assets
|
(54
|
)
|
|
(44,060
|
)
|
|
(822
|
)
|
|
(1,587
|
)
|
|
350
|
|
|||||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
—
|
|
|
25,776
|
|
|
6,048
|
|
|||||
Changes in other, net
|
(757
|
)
|
|
(816
|
)
|
|
282
|
|
|
383
|
|
|
1,775
|
|
|||||
Cash flows provided by continuing operations
|
$
|
53,050
|
|
|
$
|
215,843
|
|
|
$
|
163,106
|
|
|
$
|
207,067
|
|
|
$
|
128,865
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Loss on early extinguishment of debt
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
25,776
|
|
|
$
|
6,048
|
|
Stock-based compensation expense
|
9,983
|
|
|
10,293
|
|
|
10,324
|
|
|
11,914
|
|
|
10,891
|
|
|||||
Interest income
|
1,490
|
|
|
1,525
|
|
|
1,086
|
|
|
2,515
|
|
|
2,167
|
|
•
|
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.
|
Operating Areas
|
|
|
Domestic
|
|
|
GoM
|
17
|
|
Other U.S. coastlines
(1)
|
6
|
|
|
23
|
|
Foreign
|
|
|
Brazil
|
1
|
|
Mexico
|
1
|
|
Middle East
|
1
|
|
Other Latin America
|
2
|
|
|
5
|
|
Total Active Vessels
(2)
|
28
|
|
|
(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
.
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Offshore Supply Vessels:
|
|
|
|
|
|
||||||
Average number of new generation OSVs
(1)
|
61.9
|
|
|
60.0
|
|
|
57.4
|
|
|||
Average number of active new generation OSVs
(2)
|
20.6
|
|
|
42.0
|
|
|
56.6
|
|
|||
Average new generation OSV fleet capacity (DWT)
|
218,854
|
|
|
206,030
|
|
|
177,033
|
|
|||
Average new generation OSV capacity (DWT)
|
3,535
|
|
|
3,436
|
|
|
3,076
|
|
|||
Average new generation OSV utilization rate
(3)
|
25.2
|
%
|
|
54.4
|
%
|
|
79.6
|
%
|
|||
Effective new generation OSV utilization rate
(4)
|
75.7
|
%
|
|
77.8
|
%
|
|
80.7
|
%
|
|||
Average new generation OSV dayrate
(5)
|
$
|
25,233
|
|
|
$
|
26,278
|
|
|
$
|
27,416
|
|
Effective dayrate
(6)
|
$
|
6,359
|
|
|
$
|
14,295
|
|
|
$
|
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.
|
(2)
|
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.
|
(3)
|
Utilization rates are average rates based on a 365-day year. Vessels are considered utilized when they are generating revenues.
|
(4)
|
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.
|
(5)
|
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.
|
(6)
|
Effective dayrate represents the average dayrate multiplied by the average new generations utilization rate.
|
|
Year Ended
December 31,
|
|
Increase (Decrease)
|
|
|||||||||||
|
2016
|
|
2015
|
|
$ Change
|
|
% Change
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Vessel revenues
|
|
|
|
|
|
|
|
|
|||||||
Domestic
|
$
|
151,612
|
|
|
$
|
298,574
|
|
|
$
|
(146,962
|
)
|
|
(49.2
|
)
|
%
|
Foreign
|
38,824
|
|
|
147,808
|
|
|
(108,984
|
)
|
|
(73.7
|
)
|
%
|
|||
|
190,436
|
|
|
446,382
|
|
|
(255,946
|
)
|
|
(57.3
|
)
|
%
|
|||
Non-vessel revenues
|
33,863
|
|
|
29,688
|
|
|
4,175
|
|
|
14.1
|
|
%
|
|||
|
224,299
|
|
|
476,070
|
|
|
(251,771
|
)
|
|
(52.9
|
)
|
%
|
|||
Operating expenses
|
131,658
|
|
|
219,260
|
|
|
(87,602
|
)
|
|
(40.0
|
)
|
%
|
|||
Depreciation and amortization
|
113,556
|
|
|
109,029
|
|
|
4,527
|
|
|
4.2
|
|
%
|
|||
General and administrative expenses
|
43,358
|
|
|
48,297
|
|
|
(4,939
|
)
|
|
(10.2
|
)
|
%
|
|||
|
288,572
|
|
|
376,586
|
|
|
(88,014
|
)
|
|
(23.4
|
)
|
%
|
|||
Gain on sale of assets
|
54
|
|
|
44,060
|
|
|
(44,006
|
)
|
|
(99.9
|
)
|
%
|
|||
Operating income (loss)
|
(64,219
|
)
|
|
143,544
|
|
|
(207,763
|
)
|
|
>(100.0)
|
|
%
|
|||
Interest expense
|
48,675
|
|
|
39,496
|
|
|
9,179
|
|
|
23.2
|
|
%
|
|||
Interest income
|
1,490
|
|
|
1,525
|
|
|
(35
|
)
|
|
(2.3
|
)
|
%
|
|||
Income tax expense (benefit)
|
(45,506
|
)
|
|
39,757
|
|
|
(85,263
|
)
|
|
>(100.0)
|
|
%
|
|||
Net income (loss)
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
(130,667
|
)
|
|
>(100.0)
|
|
%
|
|
|
Year Ended
December 31,
|
|
Increase (Decrease)
|
|
|||||||||||
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|
|||||||
Vessel revenues
|
|
|
|
|
|
|
|
|
|||||||
Domestic
|
$
|
298,574
|
|
|
$
|
477,498
|
|
|
$
|
(178,924
|
)
|
|
(37.5
|
)
|
%
|
Foreign
|
147,808
|
|
|
144,479
|
|
|
3,329
|
|
|
2.3
|
|
%
|
|||
|
446,382
|
|
|
621,977
|
|
|
(175,595
|
)
|
|
(28.2
|
)
|
%
|
|||
Non-vessel revenues
|
29,688
|
|
|
12,816
|
|
|
16,872
|
|
|
>100.0
|
|
%
|
|||
|
476,070
|
|
|
634,793
|
|
|
(158,723
|
)
|
|
(25.0
|
)
|
%
|
|||
Operating expenses
|
219,260
|
|
|
296,500
|
|
|
(77,240
|
)
|
|
(26.1
|
)
|
%
|
|||
Depreciation and amortization
|
109,029
|
|
|
115,450
|
|
|
(6,421
|
)
|
|
(5.6
|
)
|
%
|
|||
General and administrative expenses
|
48,297
|
|
|
54,245
|
|
|
(5,948
|
)
|
|
(11.0
|
)
|
%
|
|||
|
376,586
|
|
|
466,195
|
|
|
(89,609
|
)
|
|
(19.2
|
)
|
%
|
|||
Gain on sale of assets
|
44,060
|
|
|
822
|
|
|
43,238
|
|
|
>100.0
|
|
%
|
|||
Operating income
|
143,544
|
|
|
169,420
|
|
|
(25,876
|
)
|
|
(15.3
|
)
|
%
|
|||
Interest expense
|
39,496
|
|
|
30,733
|
|
|
8,763
|
|
|
28.5
|
|
%
|
|||
Interest income
|
1,525
|
|
|
1,086
|
|
|
439
|
|
|
40.4
|
|
%
|
|||
Income tax expense
|
39,757
|
|
|
52,367
|
|
|
(12,610
|
)
|
|
(24.1
|
)
|
%
|
|||
Income from continuing operations
|
66,821
|
|
|
87,907
|
|
|
(21,086
|
)
|
|
(24.0
|
)
|
%
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
618
|
|
|
(618
|
)
|
|
(100.0
|
)
|
%
|
|||
Net income
|
$
|
66,821
|
|
|
$
|
88,525
|
|
|
$
|
(21,704
|
)
|
|
(24.5
|
)
|
%
|
|
Contractual Obligations
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
Vessel construction commitments
(1)
|
|
$
|
70,849
|
|
|
$
|
25,878
|
|
|
$
|
44,971
|
|
|
$
|
—
|
|
|
$
|
—
|
|
5.000% senior notes due 2021
(2)
|
|
450,000
|
|
|
—
|
|
|
—
|
|
|
450,000
|
|
|
—
|
|
|||||
5.875% senior notes due 2020
(3)
|
|
375,000
|
|
|
—
|
|
|
—
|
|
|
375,000
|
|
|
—
|
|
|||||
1.500% convertible senior notes due 2019
(4)
|
|
300,000
|
|
|
—
|
|
|
300,000
|
|
|
—
|
|
|
—
|
|
|||||
Interest payments
(5)
|
|
191,860
|
|
|
49,031
|
|
|
98,063
|
|
|
44,766
|
|
|
—
|
|
|||||
Operating leases
(6)
|
|
37,254
|
|
|
2,826
|
|
|
4,786
|
|
|
4,980
|
|
|
24,662
|
|
|||||
Total
|
|
$
|
1,424,963
|
|
|
$
|
77,735
|
|
|
$
|
447,820
|
|
|
$
|
874,746
|
|
|
$
|
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.
|
(5)
|
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.
|
(6)
|
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.
|
|
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
|
|
|
6.08
|
%
|
|
$
|
11,000
|
|
|
April 1 and October 1
|
5.000% senior notes due 2021, net of deferred financing costs of $4,111 (1)
|
445,889
|
|
|
5.21
|
%
|
|
11,300
|
|
|
March 1 and September 1
|
||
1.500% convertible senior notes due 2019, net of original issue discount of $31,093 and deferred financing costs of $3,061
|
265,846
|
|
|
6.23
|
%
|
|
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.
|
|
Year Ended December 31, 2016
|
|
Incurred
Since
Inception
|
|
Estimated
Program
Totals
(1)
|
|
Actual/Projected
Delivery
Dates
(1)
|
||||||
Growth Capital Expenditures:
|
|
|
|
|
|
|
|
||||||
OSV Newbuild Program #5
(2)
|
$
|
62.4
|
|
|
$
|
1,264.0
|
|
|
$
|
1,335.0
|
|
|
2Q2013-3Q2018
|
|
(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.
|
|
Year Ended December 31,
|
||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||
|
Forecast
|
|
Actual
|
|
Actual
|
|
Actual
|
||||||||
Maintenance and Other Capital Expenditures:
|
|
|
|
|
|
|
|
||||||||
Maintenance Capital Expenditures
|
|
|
|
|
|
|
|
||||||||
Deferred drydocking charges
(1)
|
$
|
7.5
|
|
|
$
|
4.0
|
|
|
$
|
13.3
|
|
|
$
|
43.6
|
|
Other vessel capital improvements
(2)
|
0.9
|
|
|
5.3
|
|
|
14.7
|
|
|
23.7
|
|
||||
|
8.4
|
|
|
9.3
|
|
|
28.0
|
|
|
67.3
|
|
||||
Other Capital Expenditures
|
|
|
|
|
|
|
|
||||||||
200 class OSV retrofit program
(3)
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
||||
Commercial-related vessel improvements
(4)
|
0.2
|
|
|
15.4
|
|
|
72.1
|
|
|
31.3
|
|
||||
Miscellaneous non-vessel additions
(5)
|
0.9
|
|
|
0.6
|
|
|
16.5
|
|
|
9.6
|
|
||||
|
1.1
|
|
|
16.0
|
|
|
88.6
|
|
|
41.0
|
|
||||
Total:
|
$
|
9.5
|
|
|
$
|
25.3
|
|
|
$
|
116.6
|
|
|
$
|
108.3
|
|
|
(1)
|
Deferred drydocking charges for
2017
include the projected recertification costs for nine OSVs and three MPSVs.
|
(2)
|
Other vessel capital improvements include costs for discretionary vessel enhancements, which are typically incurred during a planned drydocking event to meet customer specifications.
|
(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.
|
|
|
|
/s/ Ernst & Young LLP
|
|
New Orleans, Louisiana
|
|
|
|
|
February 24, 2017
|
|
|
|
|
|
|
|
Page
|
CONSOLIDATED FINANCIAL STATEMENTS OF HORNBECK OFFSHORE SERVICES, INC.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Ernst & Young LLP
|
|
New Orleans, Louisiana
|
|
|
|
|
February 24, 2017
|
|
|
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
217,027
|
|
|
$
|
259,801
|
|
Accounts receivable, net of allowance for doubtful accounts of $2,120 and $2,877, respectively
|
36,550
|
|
|
91,202
|
|
||
Other current assets
|
16,978
|
|
|
13,033
|
|
||
Total current assets
|
270,555
|
|
|
364,036
|
|
||
Property, plant and equipment, net
|
2,578,388
|
|
|
2,574,661
|
|
||
Deferred charges, net
|
19,077
|
|
|
35,273
|
|
||
Other assets
|
10,255
|
|
|
10,446
|
|
||
Total assets
|
$
|
2,878,275
|
|
|
$
|
2,984,416
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
11,774
|
|
|
$
|
35,742
|
|
Accrued interest
|
14,763
|
|
|
14,795
|
|
||
Accrued payroll and benefits
|
8,596
|
|
|
10,365
|
|
||
Other accrued liabilities
|
10,010
|
|
|
23,612
|
|
||
Total current liabilities
|
45,143
|
|
|
84,514
|
|
||
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
|
1,083,710
|
|
|
1,070,281
|
|
||
Deferred tax liabilities, net
|
343,020
|
|
|
381,619
|
|
||
Other liabilities
|
3,406
|
|
|
1,839
|
|
||
Total liabilities
|
1,475,279
|
|
|
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; 36,467 and 35,985 shares issued and outstanding, respectively
|
365
|
|
|
360
|
|
||
Additional paid-in capital
|
754,394
|
|
|
748,041
|
|
||
Retained earnings
|
637,992
|
|
|
701,838
|
|
||
Accumulated other comprehensive income (loss)
|
10,245
|
|
|
(4,076
|
)
|
||
Total stockholders’ equity
|
1,402,996
|
|
|
1,446,163
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,878,275
|
|
|
$
|
2,984,416
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Vessel revenues
|
$
|
190,436
|
|
|
$
|
446,382
|
|
|
$
|
621,977
|
|
Non-vessel revenues
|
33,863
|
|
|
29,688
|
|
|
12,816
|
|
|||
|
224,299
|
|
|
476,070
|
|
|
634,793
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Operating expenses
|
131,658
|
|
|
219,260
|
|
|
296,500
|
|
|||
Depreciation
|
93,071
|
|
|
82,566
|
|
|
71,301
|
|
|||
Amortization
|
20,485
|
|
|
26,463
|
|
|
44,149
|
|
|||
General and administrative expenses
|
43,358
|
|
|
48,297
|
|
|
54,245
|
|
|||
|
288,572
|
|
|
376,586
|
|
|
466,195
|
|
|||
Gain on sale of assets
|
54
|
|
|
44,060
|
|
|
822
|
|
|||
Operating income (loss)
|
(64,219
|
)
|
|
143,544
|
|
|
169,420
|
|
|||
Other income (expense):
|
|
|
|
|
|
||||||
Interest income
|
1,490
|
|
|
1,525
|
|
|
1,086
|
|
|||
Interest expense
|
(48,675
|
)
|
|
(39,496
|
)
|
|
(30,733
|
)
|
|||
Other income
|
2,052
|
|
|
1,005
|
|
|
501
|
|
|||
|
(45,133
|
)
|
|
(36,966
|
)
|
|
(29,146
|
)
|
|||
Income (loss) before income taxes
|
(109,352
|
)
|
|
106,578
|
|
|
140,274
|
|
|||
Income tax expense (benefit)
|
(45,506
|
)
|
|
39,757
|
|
|
52,367
|
|
|||
Income (loss) from continuing operations
|
(63,846
|
)
|
|
66,821
|
|
|
87,907
|
|
|||
Income from discontinued operations, net of tax
|
—
|
|
|
—
|
|
|
618
|
|
|||
Net income (loss)
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
88,525
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic earnings (loss) per common share from continuing operations
|
$
|
(1.76
|
)
|
|
$
|
1.87
|
|
|
$
|
2.43
|
|
Basic earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Basic earnings (loss) per common share
|
$
|
(1.76
|
)
|
|
$
|
1.87
|
|
|
$
|
2.45
|
|
Diluted earnings (loss) per common share from continuing operations
|
$
|
(1.76
|
)
|
|
$
|
1.84
|
|
|
$
|
2.40
|
|
Diluted earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Diluted earnings (loss) per common share
|
$
|
(1.76
|
)
|
|
$
|
1.84
|
|
|
$
|
2.41
|
|
Weighted average basic shares outstanding
|
36,248
|
|
|
35,755
|
|
|
36,172
|
|
|||
Weighted average diluted shares outstanding
|
36,248
|
|
|
36,302
|
|
|
36,692
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income (loss)
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
88,525
|
|
Other comprehensive income:
|
|
|
|
|
|
||||||
Foreign currency translation income (loss), net
|
14,321
|
|
|
(3,174
|
)
|
|
(107
|
)
|
|||
Total comprehensive income (loss)
|
$
|
(49,525
|
)
|
|
$
|
63,647
|
|
|
$
|
88,418
|
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total
Stockholders
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at January 1, 2014
|
36,095
|
|
|
$
|
361
|
|
|
$
|
724,379
|
|
|
$
|
571,483
|
|
|
$
|
(795
|
)
|
|
$
|
1,295,428
|
|
Excess tax benefit from sharebased payments
|
—
|
|
|
—
|
|
|
292
|
|
|
—
|
|
|
—
|
|
|
292
|
|
|||||
Shares issued under employee benefit programs
|
353
|
|
|
4
|
|
|
2,182
|
|
|
—
|
|
|
—
|
|
|
2,186
|
|
|||||
Stock repurchased and retired
|
(891
|
)
|
|
(9
|
)
|
|
—
|
|
|
(24,991
|
)
|
|
—
|
|
|
(25,000
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
9,441
|
|
|
—
|
|
|
—
|
|
|
9,441
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
88,525
|
|
|
—
|
|
|
88,525
|
|
|||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107
|
)
|
|
(107
|
)
|
|||||
Balance at December 31, 2014
|
35,557
|
|
|
$
|
356
|
|
|
$
|
736,294
|
|
|
$
|
635,017
|
|
|
$
|
(902
|
)
|
|
$
|
1,370,765
|
|
Tax shortfall from sharebased payments
|
—
|
|
|
—
|
|
|
(572
|
)
|
|
—
|
|
|
—
|
|
|
(572
|
)
|
|||||
Shares issued under employee benefit programs
|
428
|
|
|
4
|
|
|
1,855
|
|
|
—
|
|
|
—
|
|
|
1,859
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
10,464
|
|
|
—
|
|
|
—
|
|
|
10,464
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
66,821
|
|
|
—
|
|
|
66,821
|
|
|||||
Foreign currency translation loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,174
|
)
|
|
(3,174
|
)
|
|||||
Balance at December 31, 2015
|
35,985
|
|
|
$
|
360
|
|
|
$
|
748,041
|
|
|
$
|
701,838
|
|
|
$
|
(4,076
|
)
|
|
$
|
1,446,163
|
|
Tax shortfall from sharebased payments
|
—
|
|
|
—
|
|
|
(1,863
|
)
|
|
—
|
|
|
—
|
|
|
(1,863
|
)
|
|||||
Shares issued under employee benefit programs
|
482
|
|
|
5
|
|
|
844
|
|
|
—
|
|
|
—
|
|
|
849
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
7,372
|
|
|
—
|
|
|
—
|
|
|
7,372
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,846
|
)
|
|
—
|
|
|
(63,846
|
)
|
|||||
Foreign currency translation income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,321
|
|
|
14,321
|
|
|||||
Balance at December 31, 2016
|
36,467
|
|
|
$
|
365
|
|
|
$
|
754,394
|
|
|
$
|
637,992
|
|
|
$
|
10,245
|
|
|
$
|
1,402,996
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
87,907
|
|
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
93,071
|
|
|
82,566
|
|
|
71,301
|
|
|||
Amortization
|
20,485
|
|
|
26,463
|
|
|
44,149
|
|
|||
Stock-based compensation expense
|
9,983
|
|
|
10,293
|
|
|
10,324
|
|
|||
Addition to (reduction of) provision for bad debts
|
(757
|
)
|
|
(816
|
)
|
|
282
|
|
|||
Deferred tax expense (benefit)
|
(43,051
|
)
|
|
34,086
|
|
|
50,440
|
|
|||
Amortization of deferred financing costs
|
11,371
|
|
|
9,675
|
|
|
8,154
|
|
|||
Gain on sale of assets
|
(54
|
)
|
|
(44,060
|
)
|
|
(822
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
58,322
|
|
|
39,743
|
|
|
(38,500
|
)
|
|||
Other current and long-term assets
|
(2,272
|
)
|
|
8,472
|
|
|
(8,393
|
)
|
|||
Deferred drydocking charges
|
(3,978
|
)
|
|
(13,267
|
)
|
|
(43,609
|
)
|
|||
Accounts payable
|
(10,901
|
)
|
|
(10,486
|
)
|
|
(4,146
|
)
|
|||
Accrued liabilities and other liabilities
|
(15,292
|
)
|
|
6,448
|
|
|
(13,981
|
)
|
|||
Accrued interest
|
(31
|
)
|
|
(95
|
)
|
|
—
|
|
|||
Net cash provided by operating activities
|
53,050
|
|
|
215,843
|
|
|
163,106
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Costs incurred for OSV newbuild program #5
|
(76,277
|
)
|
|
(190,070
|
)
|
|
(343,989
|
)
|
|||
Net proceeds from sale of assets
|
524
|
|
|
152,000
|
|
|
7,178
|
|
|||
Vessel capital expenditures
|
(20,689
|
)
|
|
(86,792
|
)
|
|
(55,089
|
)
|
|||
Non-vessel capital expenditures
|
(569
|
)
|
|
(16,487
|
)
|
|
(9,615
|
)
|
|||
Net cash used in investing activities
|
(97,011
|
)
|
|
(141,349
|
)
|
|
(401,515
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Tax benefit from share-based payments
|
—
|
|
|
—
|
|
|
292
|
|
|||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
(25,000
|
)
|
|||
Deferred financing costs
|
(1,102
|
)
|
|
(2,089
|
)
|
|
—
|
|
|||
Net cash proceeds from other shares issued
|
1,300
|
|
|
3,112
|
|
|
5,044
|
|
|||
Net cash provided by (used in) financing activities
|
198
|
|
|
1,023
|
|
|
(19,664
|
)
|
|||
CASH FLOWS FROM DISCONTINUED OPERATIONS:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
—
|
|
|
—
|
|
|
2,374
|
|
|||
Net cash provided by investing activities
|
—
|
|
|
—
|
|
|
1,638
|
|
|||
Net cash provided by discontinued operations
|
—
|
|
|
—
|
|
|
4,012
|
|
|||
Effects of exchange rate changes on cash
|
989
|
|
|
(839
|
)
|
|
(107
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(42,774
|
)
|
|
74,678
|
|
|
(254,168
|
)
|
|||
Cash and cash equivalents at beginning of period
|
259,801
|
|
|
185,123
|
|
|
439,291
|
|
|||
Cash and cash equivalents at end of period
|
$
|
217,027
|
|
|
$
|
259,801
|
|
|
$
|
185,123
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
50,152
|
|
|
$
|
50,492
|
|
|
$
|
50,548
|
|
Cash paid for income taxes
|
$
|
3,732
|
|
|
$
|
4,808
|
|
|
$
|
5,679
|
|
Offshore supply vessels
|
|
25 years
|
Multi-purpose support vessels
|
|
25 years
|
Non-vessel related property, plant and equipment
|
|
3-28 years
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning of year
|
$
|
2,877
|
|
|
$
|
3,693
|
|
|
$
|
3,411
|
|
Changes to provision
|
(757
|
)
|
|
(816
|
)
|
|
282
|
|
|||
Balance, end of year
|
$
|
2,120
|
|
|
$
|
2,877
|
|
|
$
|
3,693
|
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements and other significant matters
|
Standards that have been adopted
|
|
|
||||
ASU No. 2014-15, "Presentation of Financial Statements - Going Concern"
|
|
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.
|
|
December 31, 2016
|
|
The implementation of this new guidance did not have a material impact on the consolidated financial statements.
|
Standard
|
|
Description
|
|
Date of Adoption
|
|
Effect on the financial statements and other significant matters
|
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.
|
|
January 1, 2020
|
|
The Company believes that the implementation of this new guidance will not have a material impact on it consolidated financial statements.
|
|
|
|
|
|
|
|
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.
|
|
January 1, 2017
|
|
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.
|
|
|
|
|
|
|
|
ASU No. 2016-02, "Leases" (Topic 842)
|
|
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.
|
|
January 1, 2019
|
|
The Company is evaluating the effect of this new standard on its financial statements and related disclosures.
|
|
|
|
|
|
|
|
ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606)
|
|
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.
|
|
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.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income (loss) from continuing operations
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
87,907
|
|
Income from discontinued operations, net of tax
(1)
|
—
|
|
|
—
|
|
|
618
|
|
|||
Net income (loss)
|
$
|
(63,846
|
)
|
|
$
|
66,821
|
|
|
$
|
88,525
|
|
Weighted average number of shares of common stock outstanding
|
36,248
|
|
|
35,755
|
|
|
36,172
|
|
|||
Add: Net effect of dilutive stock options and unvested restricted stock
(2)(3)(4)
|
—
|
|
|
547
|
|
|
520
|
|
|||
Weighted average number of dilutive shares of common stock outstanding
|
36,248
|
|
|
36,302
|
|
|
36,692
|
|
|||
Earnings (loss) per common share:
|
|
|
|
|
|
||||||
Basic earnings (loss) per common share from continuing operations
|
$
|
(1.76
|
)
|
|
$
|
1.87
|
|
|
$
|
2.43
|
|
Basic earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
0.02
|
|
|||
Basic earnings (loss) per common share
|
$
|
(1.76
|
)
|
|
$
|
1.87
|
|
|
$
|
2.45
|
|
Diluted earnings (loss) per common share from continuing operations
|
$
|
(1.76
|
)
|
|
$
|
1.84
|
|
|
$
|
2.40
|
|
Diluted earnings per common share from discontinued operations
|
—
|
|
|
—
|
|
|
0.01
|
|
|||
Diluted earnings (loss) per common share
|
$
|
(1.76
|
)
|
|
$
|
1.84
|
|
|
$
|
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
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.
|
(3)
|
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.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Offshore supply vessels and multi-purpose support vessels
|
$
|
2,825,389
|
|
|
$
|
2,409,221
|
|
Non-vessel related property, plant and equipment
|
132,320
|
|
|
132,034
|
|
||
Less: Accumulated depreciation
|
(539,561
|
)
|
|
(452,134
|
)
|
||
|
2,418,148
|
|
|
2,089,121
|
|
||
Construction in progress
|
160,240
|
|
|
485,540
|
|
||
|
$
|
2,578,388
|
|
|
$
|
2,574,661
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
5.875% senior notes due 2020, net of deferred financing costs of $3,025 and $3,944
|
$
|
371,975
|
|
|
$
|
371,056
|
|
5.000% senior notes due 2021, net of deferred financing costs of $4,111 and $5,080
|
445,889
|
|
|
444,920
|
|
||
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
|
265,846
|
|
|
254,305
|
|
||
Revolving credit facility due 2020
|
—
|
|
|
—
|
|
||
|
$
|
1,083,710
|
|
|
$
|
1,070,281
|
|
|
Semi-Annual Cash Interest Payment
|
|
Payment Dates
|
||
5.875% senior notes due 2020
|
$
|
11,000
|
|
|
April 1 and October 1
|
5.000% senior notes due 2021
|
11,300
|
|
|
March 1 and September 1
|
|
1.500% convertible senior notes due 2019
|
2,300
|
|
|
March 1 and September 1
|
2017
|
$
|
—
|
|
2018
|
—
|
|
|
2019
|
300,000
|
|
|
2020
|
375,000
|
|
|
2021
|
450,000
|
|
|
Thereafter
|
—
|
|
|
|
$
|
1,125,000
|
|
•
|
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.
|
•
|
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;
|
•
|
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.
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
Face Value
|
|
Carrying Value
|
|
Fair Value
|
|
Face Value
|
|
Carrying Value
|
|
Fair 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
|
450,000
|
|
|
445,889
|
|
|
301,343
|
|
|
450,000
|
|
|
444,920
|
|
|
308,250
|
|
||||||
1.500% convertible senior notes due 2019
|
300,000
|
|
|
265,846
|
|
|
216,195
|
|
|
300,000
|
|
|
254,305
|
|
|
170,340
|
|
||||||
|
$
|
1,125,000
|
|
|
$
|
1,083,710
|
|
|
$
|
788,476
|
|
|
$
|
1,125,000
|
|
|
$
|
1,070,281
|
|
|
$
|
736,403
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Income before taxes
|
$
|
9,983
|
|
|
$
|
10,293
|
|
|
$
|
10,324
|
|
Net income
|
$
|
5,829
|
|
|
$
|
6,454
|
|
|
$
|
6,471
|
|
Earnings per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
Diluted
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.18
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Options outstanding at January 1, 2016
|
304
|
|
|
$
|
28.11
|
|
|
3.2
|
|
|
$
|
—
|
|
Grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited or expired
|
(119
|
)
|
|
33.15
|
|
|
n/a
|
|
|
n/a
|
|
||
Options outstanding at December 31, 2016
|
185
|
|
|
$
|
24.86
|
|
|
4.1
|
|
|
$
|
—
|
|
Exercisable options outstanding at December 31, 2016
|
185
|
|
|
$
|
24.86
|
|
|
4.1
|
|
|
$
|
—
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Options outstanding at January 1, 2015
|
345
|
|
|
$
|
27.98
|
|
|
3.7
|
|
|
$
|
59
|
|
Grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(1
|
)
|
|
22.28
|
|
|
n/a
|
|
|
2
|
|
||
Forfeited or expired
|
(40
|
)
|
|
27.27
|
|
|
n/a
|
|
|
n/a
|
|
||
Options outstanding at December 31, 2015
|
304
|
|
|
$
|
28.11
|
|
|
3.2
|
|
|
$
|
—
|
|
Exercisable options outstanding at December 31, 2015
|
304
|
|
|
$
|
28.11
|
|
|
3.2
|
|
|
$
|
—
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise Price
|
|
Weighted-
Average
Remaining
Contractual
Term (years)
|
|
Aggregate
Intrinsic
Value
|
||||||
Options outstanding at January 1, 2014
|
405
|
|
|
$
|
27.16
|
|
|
4.2
|
|
|
$
|
8,951
|
|
Grants
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
(60
|
)
|
|
22.49
|
|
|
n/a
|
|
|
684
|
|
||
Forfeited or expired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Options outstanding at December 31, 2014
|
345
|
|
|
$
|
27.98
|
|
|
3.7
|
|
|
$
|
59
|
|
Exercisable options outstanding at December 31, 2014
|
345
|
|
|
$
|
27.98
|
|
|
3.7
|
|
|
$
|
59
|
|
|
Number of
Shares
|
|
Weighted Avg.
Fair Value Per Share
|
|||
Restricted stock unit awards:
|
|
|
|
|||
Restricted stock unit awards as of January 1, 2016
|
726
|
|
|
$
|
30.12
|
|
Granted during the period
|
537
|
|
|
6.44
|
|
|
Change in estimated payout of performance unit awards
(1)
|
(95
|
)
|
|
27.52
|
|
|
Cancellations during the period
|
—
|
|
|
—
|
|
|
Vested
|
(348
|
)
|
|
23.50
|
|
|
Outstanding, as of December 31, 2016
|
820
|
|
|
$
|
17.72
|
|
|
|
Number of
Shares
|
|
Weighted Avg.
Fair Value Per Share
|
|||
Restricted stock unit awards:
|
|
|
|
|||
Restricted stock unit awards as of January 1, 2015
|
590
|
|
|
$
|
37.13
|
|
Granted during the period
(1)
|
479
|
|
|
21.40
|
|
|
Cancellations during the period
|
(104
|
)
|
|
21.84
|
|
|
Vested
|
(239
|
)
|
|
33.60
|
|
|
Outstanding, as of December 31, 2015
|
726
|
|
|
$
|
30.12
|
|
|
(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.
|
|
Number of
Shares
|
|
Weighted Avg.
Fair Value Per Share
|
|||
Restricted stock unit awards:
|
|
|
|
|||
Restricted stock unit awards as of January 1, 2014
|
570
|
|
|
$
|
31.61
|
|
Granted during the period
(1)
|
274
|
|
|
42.61
|
|
|
Cancellations during the period
|
—
|
|
|
—
|
|
|
Vested
|
(254
|
)
|
|
30.68
|
|
|
Outstanding, as of December 31, 2014
|
590
|
|
|
$
|
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.
|
|
Number of
Shares
|
|
Weighted Avg.
Fair Value Per Share
(1)
|
|||
Cash-Settled restricted stock unit awards:
|
|
|
|
|||
Cash-settled restricted stock unit awards as of January 1, 2016
|
82
|
|
|
$
|
30.61
|
|
Granted during the period
(2)
|
991
|
|
|
6.14
|
|
|
Cancellations during the period
|
(5
|
)
|
|
19.05
|
|
|
Vested
|
(15
|
)
|
|
34.32
|
|
|
Outstanding, as of December 31, 2016
|
1,053
|
|
|
$
|
7.60
|
|
|
(1)
|
The weighted average fair value per share is determined by the stock price on the date of grant for time-based shares.
|
(2)
|
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.
|
|
Number of
Shares
|
|
Weighted Avg.
Fair Value Per Share
(1)
|
|||
Cash-Settled restricted stock unit awards:
|
|
|
|
|||
Cash-settled restricted stock unit awards as of January 1, 2015
|
153
|
|
|
$
|
38.43
|
|
Granted during the period
|
47
|
|
|
21.84
|
|
|
Cancellations during the period
|
(1
|
)
|
|
30.87
|
|
|
Vested
|
(117
|
)
|
|
37.25
|
|
|
Outstanding, as of December 31, 2015
|
82
|
|
|
$
|
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.
|
|
Number of
Shares
|
|
Weighted Avg.
Fair Value Per Share
(1)
|
|||
Cash-Settled restricted stock unit awards:
|
|
|
|
|||
Cash-settled restricted stock unit awards as of January 1, 2014
|
139
|
|
|
$
|
37.25
|
|
Granted during the period
|
35
|
|
|
43.00
|
|
|
Cancellations during the period
|
(3
|
)
|
|
39.14
|
|
|
Vested
|
(18
|
)
|
|
37.88
|
|
|
Outstanding, as of December 31, 2014
|
153
|
|
|
$
|
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.
|
|
2016
|
|
|
2015
|
|
||||
Dividend yield
|
—
|
|
%
|
|
—
|
|
%
|
||
Expected volatility
|
91.6
|
|
%
|
|
61.3
|
|
%
|
||
Risk-free interest rate
|
0.5
|
|
%
|
|
0.3
|
|
%
|
||
Expected term (months)
|
6
|
|
|
|
6
|
|
|
||
Weighted-average grant-date fair value per share
|
$
|
3.14
|
|
|
|
$
|
4.86
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Deferred tax liabilities:
|
|
|
|
|
|
||||||
Fixed assets
|
$
|
490,221
|
|
|
$
|
472,817
|
|
|
$
|
489,060
|
|
Deferred charges and other liabilities
|
10,908
|
|
|
11,317
|
|
|
18,013
|
|
|||
Total deferred tax liabilities
|
501,129
|
|
|
484,134
|
|
|
507,073
|
|
|||
Deferred tax assets:
|
|
|
|
|
|
||||||
Net operating loss carryforwards
|
(111,147
|
)
|
|
(52,374
|
)
|
|
(116,676
|
)
|
|||
Allowance for doubtful accounts
|
(763
|
)
|
|
(1,036
|
)
|
|
(1,330
|
)
|
|||
Stock-based compensation expense
|
(4,033
|
)
|
|
(4,830
|
)
|
|
(4,246
|
)
|
|||
Alternative minimum tax credit carryforward
|
(20,863
|
)
|
|
(20,863
|
)
|
|
(20,863
|
)
|
|||
Foreign tax credit carryforward
|
(17,554
|
)
|
|
(17,972
|
)
|
|
(12,332
|
)
|
|||
Other
|
(6,044
|
)
|
|
(5,440
|
)
|
|
(5,676
|
)
|
|||
Total deferred tax assets
|
(160,404
|
)
|
|
(102,515
|
)
|
|
(161,123
|
)
|
|||
Valuation allowance
|
2,295
|
|
|
—
|
|
|
1,011
|
|
|||
Total deferred tax liabilities, net
|
$
|
343,020
|
|
|
$
|
381,619
|
|
|
$
|
346,961
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current tax expense (benefit):
|
|
|
|
|
|
||||||
U.S.
|
$
|
709
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Foreign
|
(257
|
)
|
|
5,671
|
|
|
1,927
|
|
|||
Total current tax expense
|
452
|
|
|
5,671
|
|
|
1,927
|
|
|||
Deferred tax expense:
|
|
|
|
|
|
||||||
U.S.
|
(45,958
|
)
|
|
34,086
|
|
|
50,440
|
|
|||
Total tax expense (benefit)
|
$
|
(45,506
|
)
|
|
$
|
39,757
|
|
|
$
|
52,367
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
U.S.
|
$
|
(93,704
|
)
|
|
$
|
65,894
|
|
|
$
|
105,066
|
|
Foreign
|
(15,648
|
)
|
|
40,684
|
|
|
35,208
|
|
|||
Total income (loss) from continuing operations before income taxes
|
$
|
(109,352
|
)
|
|
$
|
106,578
|
|
|
$
|
140,274
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Statutory rate
|
$
|
(38,274
|
)
|
|
$
|
37,302
|
|
|
$
|
49,096
|
|
State taxes, net
|
(1,094
|
)
|
|
1,066
|
|
|
1,403
|
|
|||
Non-deductible expense
|
1,070
|
|
|
1,440
|
|
|
1,927
|
|
|||
Valuation allowance
|
2,295
|
|
|
(1,011
|
)
|
|
99
|
|
|||
Income excluded from U.S. taxable income
|
(9,478
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign taxes and other
|
(25
|
)
|
|
960
|
|
|
(158
|
)
|
|||
|
$
|
(45,506
|
)
|
|
$
|
39,757
|
|
|
$
|
52,367
|
|
Year Ended December 31,
|
|
||
2017
|
$
|
2,826
|
|
2018
|
2,377
|
|
|
2019
|
2,409
|
|
|
2020
|
2,456
|
|
|
2021
|
2,524
|
|
|
Thereafter
|
24,662
|
|
|
Total
|
$
|
37,254
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred drydocking costs, net of accumulated amortization of $34,313 and $41,784 respectively
|
$
|
13,808
|
|
|
$
|
29,228
|
|
Prepaid lease expense, net of amortization of $1,700 and $1,542, respectively
|
2,688
|
|
|
2,847
|
|
||
Revolving credit facility deferred financing costs, net of accumulated amortization of $349 and $4,070 respectively
|
2,581
|
|
|
3,198
|
|
||
Total
|
$
|
19,077
|
|
|
$
|
35,273
|
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accrued lease expense
|
$
|
4,763
|
|
|
$
|
4,339
|
|
Deferred revenue
|
2,245
|
|
|
5,734
|
|
||
Current taxes payable
|
215
|
|
|
3,958
|
|
||
Other
|
2,787
|
|
|
9,581
|
|
||
Total
|
$
|
10,010
|
|
|
$
|
23,612
|
|
|
(1)
|
Customers represent less than 10% of consolidated revenue in each such year.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
Gain on sale of assets
|
—
|
|
|
—
|
|
|
867
|
|
|||
Operating Income
|
—
|
|
|
—
|
|
|
555
|
|
|||
Income before income taxes
|
—
|
|
|
—
|
|
|
966
|
|
|||
Income tax expense
|
—
|
|
|
—
|
|
|
348
|
|
|||
Income from discontinued operations
|
—
|
|
|
—
|
|
|
618
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
9
|
|
|
$
|
212,196
|
|
|
$
|
4,822
|
|
|
$
|
—
|
|
|
$
|
217,027
|
|
Accounts receivable, net of allowance for doubtful accounts of $2,120
|
—
|
|
|
30,846
|
|
|
5,704
|
|
|
—
|
|
|
36,550
|
|
|||||
Other current assets
|
15
|
|
|
16,176
|
|
|
787
|
|
|
—
|
|
|
16,978
|
|
|||||
Total current assets
|
24
|
|
|
259,218
|
|
|
11,313
|
|
|
—
|
|
|
270,555
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
2,449,473
|
|
|
128,915
|
|
|
—
|
|
|
2,578,388
|
|
|||||
Deferred charges, net
|
2,581
|
|
|
15,724
|
|
|
772
|
|
|
—
|
|
|
19,077
|
|
|||||
Intercompany receivable
|
1,779,872
|
|
|
680,663
|
|
|
107,038
|
|
|
(2,567,573
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
768,718
|
|
|
8,602
|
|
|
(4,283
|
)
|
|
(773,037
|
)
|
|
—
|
|
|||||
Other assets
|
1,744
|
|
|
6,239
|
|
|
2,272
|
|
|
—
|
|
|
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
|
|
|
$
|
—
|
|
|
$
|
11,774
|
|
Accrued interest
|
14,763
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,763
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
8,104
|
|
|
492
|
|
|
—
|
|
|
8,596
|
|
|||||
Other accrued liabilities
|
—
|
|
|
8,463
|
|
|
1,547
|
|
|
—
|
|
|
10,010
|
|
|||||
Total current liabilities
|
14,763
|
|
|
27,892
|
|
|
2,488
|
|
|
—
|
|
|
45,143
|
|
|||||
Long-term debt, net of original issue discount of $31,093 and deferred financing costs of $10,197
|
1,083,710
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,083,710
|
|
|||||
Deferred tax liabilities, net
|
—
|
|
|
337,503
|
|
|
5,517
|
|
|
—
|
|
|
343,020
|
|
|||||
Intercompany payables
|
61,715
|
|
|
2,264,900
|
|
|
245,276
|
|
|
(2,571,891
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
3,416
|
|
|
(10
|
)
|
|
—
|
|
|
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
|
365
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
365
|
|
|||||
Additional paid-in capital
|
754,394
|
|
|
37,978
|
|
|
4,319
|
|
|
(42,297
|
)
|
|
754,394
|
|
|||||
Retained earnings
|
637,992
|
|
|
748,080
|
|
|
(21,658
|
)
|
|
(726,422
|
)
|
|
637,992
|
|
|||||
Accumulated other comprehensive income
|
—
|
|
|
150
|
|
|
10,095
|
|
|
—
|
|
|
10,245
|
|
|||||
Total stockholders’ equity
|
1,392,751
|
|
|
786,208
|
|
|
(7,244
|
)
|
|
(768,719
|
)
|
|
1,402,996
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,552,939
|
|
|
$
|
3,419,919
|
|
|
$
|
246,027
|
|
|
$
|
(3,340,610
|
)
|
|
$
|
2,878,275
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
10
|
|
|
$
|
252,651
|
|
|
$
|
7,140
|
|
|
$
|
—
|
|
|
$
|
259,801
|
|
Accounts receivable, net of allowance for doubtful accounts of $2,877
|
—
|
|
|
41,963
|
|
|
48,418
|
|
|
821
|
|
|
91,202
|
|
|||||
Other current assets
|
12
|
|
|
12,955
|
|
|
66
|
|
|
—
|
|
|
13,033
|
|
|||||
Total current assets
|
22
|
|
|
307,569
|
|
|
55,624
|
|
|
821
|
|
|
364,036
|
|
|||||
Property, plant and equipment, net
|
—
|
|
|
2,472,367
|
|
|
102,294
|
|
|
—
|
|
|
2,574,661
|
|
|||||
Deferred charges, net
|
3,198
|
|
|
56,021
|
|
|
(23,946
|
)
|
|
—
|
|
|
35,273
|
|
|||||
Intercompany receivable
|
1,751,046
|
|
|
186,054
|
|
|
59,413
|
|
|
(1,996,513
|
)
|
|
—
|
|
|||||
Investment in subsidiaries
|
783,709
|
|
|
8,602
|
|
|
(4,283
|
)
|
|
(788,028
|
)
|
|
—
|
|
|||||
Other assets
|
1,743
|
|
|
6,648
|
|
|
2,055
|
|
|
—
|
|
|
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
|
|
|
$
|
7
|
|
|
$
|
35,742
|
|
Accrued interest
|
14,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,795
|
|
|||||
Accrued payroll and benefits
|
—
|
|
|
9,913
|
|
|
452
|
|
|
—
|
|
|
10,365
|
|
|||||
Other accrued liabilities
|
—
|
|
|
16,989
|
|
|
6,623
|
|
|
—
|
|
|
23,612
|
|
|||||
Total current liabilities
|
14,795
|
|
|
61,116
|
|
|
8,596
|
|
|
7
|
|
|
84,514
|
|
|||||
Long-term debt, net of original issue discount of $41,600 and deferred financing costs of $13,119
|
1,070,281
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,070,281
|
|
|||||
Deferred tax liabilities, net
|
—
|
|
|
381,619
|
|
|
—
|
|
|
—
|
|
|
381,619
|
|
|||||
Intercompany payables
|
4,403
|
|
|
1,801,829
|
|
|
193,786
|
|
|
(2,000,018
|
)
|
|
—
|
|
|||||
Other liabilities
|
—
|
|
|
1,839
|
|
|
—
|
|
|
—
|
|
|
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
|
360
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
360
|
|
|||||
Additional paid-in capital
|
748,043
|
|
|
37,976
|
|
|
4,319
|
|
|
(42,297
|
)
|
|
748,041
|
|
|||||
Retained earnings
|
701,836
|
|
|
752,763
|
|
|
(11,349
|
)
|
|
(741,412
|
)
|
|
701,838
|
|
|||||
Accumulated other comprehensive income (loss)
|
—
|
|
|
119
|
|
|
(4,195
|
)
|
|
—
|
|
|
(4,076
|
)
|
|||||
Total stockholders’ equity
|
1,450,239
|
|
|
790,858
|
|
|
(11,225
|
)
|
|
(783,709
|
)
|
|
1,446,163
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
2,539,718
|
|
|
$
|
3,037,261
|
|
|
$
|
191,157
|
|
|
$
|
(2,783,720
|
)
|
|
$
|
2,984,416
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
—
|
|
|
114,783
|
|
|
14,904
|
|
|
1,971
|
|
|
131,658
|
|
|||||
Depreciation
|
—
|
|
|
88,443
|
|
|
4,628
|
|
|
—
|
|
|
93,071
|
|
|||||
Amortization
|
—
|
|
|
19,024
|
|
|
1,461
|
|
|
—
|
|
|
20,485
|
|
|||||
General and administrative expenses
|
184
|
|
|
39,479
|
|
|
3,637
|
|
|
58
|
|
|
43,358
|
|
|||||
|
184
|
|
|
261,729
|
|
|
24,630
|
|
|
2,029
|
|
|
288,572
|
|
|||||
Gain on sale of assets
|
—
|
|
|
53
|
|
|
1
|
|
|
—
|
|
|
54
|
|
|||||
Operating loss
|
(184
|
)
|
|
(48,113
|
)
|
|
(15,922
|
)
|
|
—
|
|
|
(64,219
|
)
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
—
|
|
|
984
|
|
|
506
|
|
|
—
|
|
|
1,490
|
|
|||||
Interest expense
|
(48,673
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(48,675
|
)
|
|||||
Equity in earnings (losses) of consolidated subsidiaries
|
(14,989
|
)
|
|
—
|
|
|
—
|
|
|
14,989
|
|
|
—
|
|
|||||
Other income (expense), net
|
—
|
|
|
(2,272
|
)
|
|
4,324
|
|
|
—
|
|
|
2,052
|
|
|||||
|
(63,662
|
)
|
|
(1,288
|
)
|
|
4,828
|
|
|
14,989
|
|
|
(45,133
|
)
|
|||||
Income (loss) before income taxes
|
(63,846
|
)
|
|
(49,401
|
)
|
|
(11,094
|
)
|
|
14,989
|
|
|
(109,352
|
)
|
|||||
Income tax benefit
|
—
|
|
|
(44,721
|
)
|
|
(785
|
)
|
|
—
|
|
|
(45,506
|
)
|
|||||
Net income (loss)
|
$
|
(63,846
|
)
|
|
$
|
(4,680
|
)
|
|
$
|
(10,309
|
)
|
|
$
|
14,989
|
|
|
$
|
(63,846
|
)
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
(63,846
|
)
|
|
$
|
(4,680
|
)
|
|
$
|
(10,309
|
)
|
|
$
|
14,989
|
|
|
$
|
(63,846
|
)
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation gain
|
—
|
|
|
31
|
|
|
14,290
|
|
|
—
|
|
|
14,321
|
|
|||||
Total comprehensive income (loss)
|
$
|
(63,846
|
)
|
|
$
|
(4,649
|
)
|
|
$
|
3,981
|
|
|
$
|
14,989
|
|
|
$
|
(49,525
|
)
|
|
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
|
—
|
|
|
178,748
|
|
|
41,514
|
|
|
(1,002
|
)
|
|
219,260
|
|
|||||
Depreciation
|
—
|
|
|
81,522
|
|
|
1,044
|
|
|
—
|
|
|
82,566
|
|
|||||
Amortization
|
—
|
|
|
25,782
|
|
|
681
|
|
|
—
|
|
|
26,463
|
|
|||||
General and administrative expenses
|
189
|
|
|
44,398
|
|
|
3,861
|
|
|
(151
|
)
|
|
48,297
|
|
|||||
|
189
|
|
|
330,450
|
|
|
47,100
|
|
|
(1,153
|
)
|
|
376,586
|
|
|||||
Gain on sale of assets
|
—
|
|
|
44,060
|
|
|
—
|
|
|
—
|
|
|
44,060
|
|
|||||
Operating income (loss)
|
(189
|
)
|
|
140,029
|
|
|
3,852
|
|
|
(148
|
)
|
|
143,544
|
|
|||||
Other income (expense):
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
—
|
|
|
1,125
|
|
|
400
|
|
|
—
|
|
|
1,525
|
|
|||||
Interest expense
|
(39,460
|
)
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
(39,496
|
)
|
|||||
Equity in earnings (losses) of consolidated subsidiaries
|
106,798
|
|
|
—
|
|
|
—
|
|
|
(106,798
|
)
|
|
—
|
|
|||||
Other income (expense), net
|
—
|
|
|
(4,053
|
)
|
|
5,238
|
|
|
(180
|
)
|
|
1,005
|
|
|||||
|
67,338
|
|
|
(2,928
|
)
|
|
5,602
|
|
|
(106,978
|
)
|
|
(36,966
|
)
|
|||||
Income (loss) before income taxes
|
67,149
|
|
|
137,101
|
|
|
9,454
|
|
|
(107,126
|
)
|
|
106,578
|
|
|||||
Income tax expense
|
—
|
|
|
35,194
|
|
|
4,563
|
|
|
—
|
|
|
39,757
|
|
|||||
Net income (loss)
|
$
|
67,149
|
|
|
$
|
101,907
|
|
|
$
|
4,891
|
|
|
$
|
(107,126
|
)
|
|
$
|
66,821
|
|
|
Year Ended December 31, 2015
|
||||||||||||||||||
|
Parent
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Consolidating
|
|
Consolidated
|
||||||||||
Net income (loss)
|
$
|
67,149
|
|
|
$
|
101,907
|
|
|
$
|
4,891
|
|
|
$
|
(107,126
|
)
|
|
$
|
66,821
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
||||||||||
Foreign currency translation loss
|
—
|
|
|
(81
|
)
|
|
(3,093
|
)
|
|
—
|
|
|
(3,174
|
)
|
|||||
Total comprehensive income (loss)
|
$
|
67,149
|
|
|
$
|
101,826
|
|
|
$
|
1,798
|
|
|
$
|
(107,126
|
)
|
|
$
|
63,647
|
|
|
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
|
—
|
|
|
(76,615
|
)
|
|
338
|
|
|
—
|
|
|
(76,277
|
)
|
|||||
Net proceeds from sale of assets
|
—
|
|
|
523
|
|
|
1
|
|
|
—
|
|
|
524
|
|
|||||
Vessel capital expenditures
|
—
|
|
|
(19,604
|
)
|
|
(1,085
|
)
|
|
—
|
|
|
(20,689
|
)
|
|||||
Non-vessel capital expenditures
|
—
|
|
|
(467
|
)
|
|
(102
|
)
|
|
—
|
|
|
(569
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(96,163
|
)
|
|
(848
|
)
|
|
—
|
|
|
(97,011
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred financing costs
|
(1,102
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,102
|
)
|
|||||
Net cash proceeds from other shares issued
|
1,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|||||
Net cash provided by financing activities
|
198
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
198
|
|
|||||
Effects of exchange rate changes on cash
|
—
|
|
|
31
|
|
|
958
|
|
|
—
|
|
|
989
|
|
|||||
Net decrease in cash and cash equivalents
|
(1
|
)
|
|
(40,455
|
)
|
|
(2,318
|
)
|
|
—
|
|
|
(42,774
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
10
|
|
|
252,651
|
|
|
7,140
|
|
|
—
|
|
|
259,801
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
9
|
|
|
$
|
212,196
|
|
|
$
|
4,822
|
|
|
$
|
—
|
|
|
$
|
217,027
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for interest
|
$
|
50,152
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,152
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
1,292
|
|
|
$
|
2,440
|
|
|
$
|
—
|
|
|
$
|
3,732
|
|
|
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
|
—
|
|
|
(120,767
|
)
|
|
(69,303
|
)
|
|
—
|
|
|
(190,070
|
)
|
|||||
Net proceeds from sale of assets
|
—
|
|
|
152,000
|
|
|
—
|
|
|
—
|
|
|
152,000
|
|
|||||
Vessel capital expenditures
|
—
|
|
|
(55,724
|
)
|
|
(31,068
|
)
|
|
—
|
|
|
(86,792
|
)
|
|||||
Non-vessel capital expenditures
|
—
|
|
|
(16,211
|
)
|
|
(276
|
)
|
|
—
|
|
|
(16,487
|
)
|
|||||
Net cash used in investing activities
|
—
|
|
|
(40,702
|
)
|
|
(100,647
|
)
|
|
—
|
|
|
(141,349
|
)
|
|||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred financing costs
|
(2,089
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,089
|
)
|
|||||
Net cash proceeds from other shares issued
|
3,112
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,112
|
|
|||||
Net cash provided by financing activities
|
1,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,023
|
|
|||||
Effects of exchange rate changes on cash
|
—
|
|
|
(81
|
)
|
|
(758
|
)
|
|
—
|
|
|
(839
|
)
|
|||||
Net increase (decrease) in cash and cash equivalents
|
(6
|
)
|
|
69,204
|
|
|
5,480
|
|
|
—
|
|
|
74,678
|
|
|||||
Cash and cash equivalents at beginning of period
|
16
|
|
|
183,447
|
|
|
1,660
|
|
|
—
|
|
|
185,123
|
|
|||||
Cash and cash equivalents at end of period
|
$
|
10
|
|
|
$
|
252,651
|
|
|
$
|
7,140
|
|
|
$
|
—
|
|
|
$
|
259,801
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for interest
|
$
|
50,492
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50,492
|
|
Cash paid for income taxes
|
$
|
—
|
|
|
$
|
582
|
|
|
$
|
4,226
|
|
|
$
|
—
|
|
|
$
|
4,808
|
|
|
Quarter Ended
|
||||||||||||||
|
Mar 31
|
|
Jun 30
|
|
Sep 30
|
|
Dec 31
|
||||||||
Fiscal Year 2016
(1)(2)
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
76,820
|
|
|
$
|
53,673
|
|
|
$
|
51,927
|
|
|
$
|
41,879
|
|
Operating loss
|
(780
|
)
|
|
(21,510
|
)
|
|
(14,445
|
)
|
|
(27,484
|
)
|
||||
Net loss
|
(7,514
|
)
|
|
(20,586
|
)
|
|
(16,503
|
)
|
|
(19,243
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic loss per common share
|
$
|
(0.21
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.53
|
)
|
Diluted loss per common share
|
$
|
(0.21
|
)
|
|
$
|
(0.57
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.53
|
)
|
Fiscal Year 2015
(1)(2)
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
134,624
|
|
|
$
|
136,446
|
|
|
$
|
116,281
|
|
|
$
|
88,719
|
|
Operating income
(3)
|
66,898
|
|
|
39,355
|
|
|
32,809
|
|
|
4,482
|
|
||||
Net income (loss)
|
35,853
|
|
|
19,215
|
|
|
14,424
|
|
|
(2,671
|
)
|
||||
Earnings (loss) per common share:
|
|
|
|
|
|
|
|
||||||||
Basic earnings (loss) per common share
|
$
|
1.01
|
|
|
$
|
0.54
|
|
|
$
|
0.40
|
|
|
$
|
(0.07
|
)
|
Diluted earnings (loss) per common share
|
$
|
0.99
|
|
|
$
|
0.53
|
|
|
$
|
0.40
|
|
|
$
|
(0.07
|
)
|
|
(1)
|
The sum of the four quarters may not equal annual results due to rounding.
|
(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.
|
|
HORNBECK OFFSHORE SERVICES, INC.
|
||
|
|
|
|
|
By:
|
|
/s/ T
ODD
M. H
ORNBECK
|
|
|
|
Todd M. Hornbeck
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/
S
/ T
ODD
M. H
ORNBECK
|
|
Chairman of the Board, President, and Chief Executive Officer (Principal Executive Officer)
|
|
February 24, 2017
|
(Todd M. Hornbeck)
|
|
|
|
|
|
|
|
||
/
S
/ J
AMES
O. H
ARP
, J
R
.
|
|
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 24, 2017
|
(James O. Harp, Jr.)
|
|
|
|
|
|
|
|
||
/
S
/ L
ARRY
D. H
ORNBECK
|
|
Director
|
|
February 24, 2017
|
(Larry D. Hornbeck)
|
|
|
|
|
|
|
|
||
/
S
/ B
RUCE
W. H
UNT
|
|
Director
|
|
February 24, 2017
|
(Bruce W. Hunt)
|
|
|
|
|
|
|
|
||
/
S
/ S
TEVEN
W. K
RABLIN
|
|
Director
|
|
February 24, 2017
|
(Steven W. Krablin)
|
|
|
|
|
|
|
|
||
/
S
/ P
ATRICIA
B. M
ELCHER
|
|
Director
|
|
February 24, 2017
|
(Patricia B. Melcher)
|
|
|
|
|
|
|
|
||
/
S
/ K
EVIN
O. M
EYERS
|
|
Director
|
|
February 24, 2017
|
(Kevin O. Meyers)
|
|
|
|
|
|
|
|
||
/
S
/ J
OHN
T. R
YND
|
|
Director
|
|
February 24, 2017
|
(John T. Rynd)
|
|
|
|
|
|
|
|
||
/
S
/ B
ERNIE
W. S
TEWART
|
|
Director
|
|
February 24, 2017
|
(Bernie W. Stewart)
|
|
|
|
|
|
|
|
||
/
S
/ N
ICHOLAS
L. S
WYKA
J
R
.
|
|
Director
|
|
February 24, 2017
|
(Nicholas L. Swyka, Jr.)
|
|
|
|
|
Exhibit
Number
|
|
Description of Exhibit
|
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).
|
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).
|
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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