Document

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: May 1, 2019
(Date of earliest event reported)
Hornbeck Offshore Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
 
Delaware
001-32108
 
72-1375844
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
 
(I.R.S. Employer Identification Number)
 
 
 
 
 
103 Northpark Boulevard, Suite 300
Covington, LA
 
 
70433
(Address of Principal Executive Offices)
 
 
(Zip Code)
(985) 727-2000
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
 







Item 2.02 – Results of Operations and Financial Condition
The information in this Item 2.02 of this Current Report is being furnished pursuant to Item 2.02 of Form 8-K and according to general instruction B.2. thereunder, the information in this Item 2.02 of this Current Report shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.
On May 1, 2019, Hornbeck Offshore Services, Inc., a Delaware corporation (the “Company”), announced the results of its operations for the three months ended March 31, 2019. Additional information is included in the Company’s press release dated May 1, 2019, which is attached hereto as Exhibit 99.1.

Item 9.01 – Financial Statements and Exhibits

(d) Exhibits.

99.1



2



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
Hornbeck Offshore Services, Inc.
 
 
 
Date: May 2, 2019
By:
/s/ James O. Harp, Jr.
 
 
James O. Harp, Jr.
 
 
Executive Vice President and Chief Financial Officer


3
Exhibit
Exhibit 99.1


http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12874420&doc=3
 
 
 
 
 
 
 
NEWS RELEASE 
19-008
 
Contacts:
 
Todd Hornbeck, CEO
Jim Harp, CFO
Hornbeck Offshore Services
985-727-6802
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For Immediate Release
 
 
Ken Dennard, Managing Partner
Dennard-Lascar / 713-529-6600

HORNBECK OFFSHORE ANNOUNCES
FIRST QUARTER 2019 RESULTS

May 1, 2019 - Covington, Louisiana - Hornbeck Offshore Services, Inc. (NYSE:HOS) announced today results for the first quarter ended March 31, 2019. Following is an executive summary for this period and the Company’s future outlook:
1Q2019 revenues were $54.0 million, in-line with 4Q2018 revenues of $53.9 million and $12.4 million, or 30%, higher than 1Q2018 revenues
1Q2019 diluted EPS was $(0.97), or $0.33 lower than 4Q2018 diluted EPS of $(0.64)
1Q2019 net loss was $(36.6) million, or $12.4 million lower than 4Q2018 net loss of $(24.2) million
1Q2019 EBITDA was $1.5 million, a decrease of $10.5 million, or 88%, from 4Q2018 EBITDA of $12.0 million
Excluding a “mark-to-market” adjustment to stock-based compensation expense, 4Q2018 EBITDA would have been $4.9 million
1Q2019 average new gen OSV dayrates were $18,156, a sequential decrease of $1,116, or 6%
1Q2019 effective new gen OSV dayrates were $5,901, a sequential decrease of $35, or 1%
1Q2019 utilization of the Company’s new gen OSV fleet was 32.5%, up from 30.8% sequentially
1Q2019 effective utilization of the Company’s active new gen OSVs was 72.1%, in-line with 71.7% sequentially
The Company currently has 36 OSVs and two MPSVs stacked, which are expected to remain stacked through the end of 2Q2019
Quarter-end cash was $175 million, down from $225 million sequentially
1Q2019 debt-for-debt exchanges and debt repurchases led to a reduction of $216.5 million in face value of 2019 and 2020 notes
First-lien term loans increased by $50.0 million comprised of $30.1 million for new cash and $19.9 million for exchanged notes
The Company recorded a net loss for the first quarter of 2019 of $(36.6) million, or $(0.97) per diluted share, compared to a net loss of $(38.7) million, or $(1.04) per diluted share, for the first quarter of 2018; and a net loss of $(24.2) million, or $(0.64) per diluted share, for the fourth quarter of 2018. Included in the Company’s fourth quarter 2018 results was a $7.1 million decrease in G&A expense due to a "mark-to-market" adjustment required by GAAP on cash-settled stock-based incentive compensation awards to reflect the decrease in the Company’s stock price during the three months ended December 31, 2018. Excluding the net impact of this reconciling item, net loss and diluted EPS for the fourth quarter of 2018 would have been $(29.6) million and $(0.79) per diluted share, respectively. Diluted common shares for the first quarter of 2019 were 37.8 million compared to 37.3 million and 37.6 million for the first quarter of 2018 and the fourth quarter of 2018, respectively. GAAP requires the use of basic shares outstanding for diluted EPS when reporting a net loss. EBITDA for the first quarter of 2019 was $1.5 million compared to $(7.2) million for the first quarter of 2018 and $12.0 million for the fourth quarter of 2018. Excluding the “mark-to-market”

 
 
 
 
 
 
 
 
103 Northpark Boulevard
Covington, LA 70433
USA
+1 (985) 727-2000
www.hornbeckoffshore.com
 


adjustments to G&A expense discussed above, fourth quarter 2018 EBITDA would have been $4.9 million. For additional information regarding EBITDA as a non-GAAP financial measure, please see Note 10 to the accompanying data tables.
Revenues. Revenues were $54.0 million for the first quarter of 2019, an increase of $12.4 million, or 29.9%, from $41.6 million for the first quarter of 2018; and an increase of $0.1 million from $53.9 million for the fourth quarter of 2018. The year-over-year increase in revenues primarily resulted from improved market conditions for the Company’s OSVs and the contribution from four high-spec OSVs acquired in May 2018. As of March 31, 2019, the Company had 36 OSVs and two MPSVs stacked. For the three months ended March 31, 2019, the Company had an average of 38.5 vessels stacked compared to 44.0 vessels stacked in the prior-year quarter and 39.0 vessels stacked in the sequential quarter. Operating loss was $(26.7) million, or (49.4)% of revenues, for the first quarter of 2019 compared to an operating loss of $(33.9) million, or (81.4)% of revenues, for the prior-year quarter; and an operating loss of $(15.5) million, or (28.8)% of revenues, for the fourth quarter of 2018. Excluding the aforementioned $7.1 million “mark-to-market” adjustment to G&A expense, the fourth quarter 2018 operating loss would have been $(22.6) million, or (41.9)% of revenues. Average new generation OSV dayrates for the first quarter of 2019 were $18,156 compared to $17,985 for the same period in 2018 and $19,272 for the fourth quarter of 2018. New generation OSV utilization was 32.5% for the first quarter of 2019 compared to 20.7% for the year-ago quarter and 30.8% for the sequential quarter. Excluding stacked vessel days, the Company’s new generation OSV effective utilization was 72.1%, 71.3% and 71.7% for the same periods, respectively. Utilization-adjusted, or effective, new generation OSV dayrates for the first quarter of 2019 were $5,901 compared to $3,723 for the same period in 2018 and $5,936 for the fourth quarter of 2018.
Operating Expenses. Operating expenses were $40.4 million for the first quarter of 2019, an increase of $4.4 million, or 12.2%, from $36.0 million for the first quarter of 2018; and an increase of $1.8 million, or 4.7%, from $38.6 million for the fourth quarter of 2018. The year-over-year increase in operating expenses was primarily due to a higher number of active vessels in the Company’s fleet during the three months ended March 31, 2019.
General and Administrative (“G&A”). G&A expense was $12.0 million for the first quarter of 2019 compared to $12.9 million for the first quarter of 2018, and $3.3 million for the fourth quarter of 2018. The sequential increase in G&A expense was primarily attributable to higher long-term and short-term incentive compensation expense. Long-term incentive compensation expense was lower during the fourth quarter of 2018 due to a $7.1 million "mark-to-market" adjustment required by GAAP on cash-settled awards to reflect the decrease in the Company’s stock price during the three months ended December 31, 2018. The Company’s 10-day trailing average stock price of $1.41 as of March 31, 2019 was roughly in-line with the average stock price of $1.54 as of year-end, resulting in a sequential stock-based compensation adjustment of only $(0.2) million for the three months ended March 31, 2019.

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Depreciation and Amortization. Depreciation and amortization expense was $28.4 million for the first quarter of 2019, or $1.8 million higher than the year-ago quarter and $0.8 million higher than the sequential quarter. Depreciation expense increased by $0.2 million and amortization expense increased by $1.6 million from the year-ago quarter. The increase in amortization expense is primarily related to the amortization of a commercial-related intangible asset associated with the May 2018 acquisition of four high-spec OSVs from Aries Marine Corporation. Amortization expense is expected to increase in fiscal 2019 and in fiscal 2020 as a result of currently active vessels that were placed in service under the Company’s fifth OSV newbuild program commencing their initial intermediate drydock or special surveys. The Company expects amortization expense to increase further whenever market conditions warrant reactivation of currently stacked vessels, which will then require the Company to drydock such vessels and, thereafter, to revert to historical average levels.
Interest Expense. Interest expense was $19.7 million during the first quarter of 2019, which was $5.8 million higher than the same period in 2018. The year-over-year increase was primarily due to a higher blended-average cash coupon and an increase in the Company’s outstanding debt balance since March 31, 2018. Also, the Company did not capitalize any construction period interest during the first quarter of 2019 compared to capitalizing $2.3 million, or roughly 14%, of its total interest costs for the year-ago quarter.
Recent Developments
Liability Management Transactions. On February 7, 2019, the Company closed on a private exchange offer of $131.6 million in face value of its 5.875% senior notes due 2020 (the “2020 Notes”) that were tendered in exchange for $111.9 million in second-lien term loans due 2025, which are collateralized by a second-priority security interest in 48 domestic high-spec OSVs and MPSVs (including two pending MPSV newbuilds) and seven foreign high-spec OSVs, and associated personalty, as well as by certain deposit and securities accounts.
On March 1, 2019, the Company borrowed an additional $50.0 million of first-lien term loans under its First Lien Term Loan Agreement, comprised of $30.1 million of loans for new cash and $19.9 million of loans for exchanged notes. Approximately $21.0 million in face value of its 1.500% Convertible Senior Notes due 2019 (the “2019 Notes”) were exchanged in a privately negotiated debt-for-debt exchange for such $19.9 million of additional first-lien term loans.
In addition, on March 5, 2019, the Company effected a privately negotiated exchange of $11.0 million in face value of its 2020 Notes for an incremental $9.4 million of second-lien term loans under its Second Lien Term Loan Agreement.
In accordance with applicable accounting guidance, these debt-for-debt exchanges will be accounted for as debt modifications, requiring the Company to defer the $1.0 million gain on the first-lien term loans and the $21.4 million gain on the second-lien term loans. Such gain on the exchange of first-

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lien term loans was reduced by $0.4 million of original issue discount that was associated with the 2019 Notes. These net credits will be amortized prospectively as yield adjustments to interest expense over the life of the first-lien and second-lien term loans.
In a series of private transactions, the Company eliminated approximately $73.9 million in principal amount of 2019 Notes for an aggregate purchase price of approximately $67.2 million, consisting of approximately $47.3 million of cash repurchases and the debt-for-debt exchange of approximately $19.9 million of incremental first-lien term loans discussed above, plus payment of accrued and unpaid interest thereon and fees and expenses.
After giving effect to these recent transactions, the aggregate balance outstanding under the Company’s (i) first-lien term loans due 2023 increased from $300.0 million to $350.0 million; (ii) second-lien term loans due 2025 in the amount of $121.2 million were incurred; (iii) 2019 Notes decreased from $99.6 million to $25.8 million; and (iv) 2020 Notes decreased from $366.9 million to $224.3 million.
From June 15, 2017 through March 31, 2019, the Company has now refinanced approximately 91% and 40% of the face value of its 2019 Notes and 2020 Notes that were outstanding on March 31, 2017, respectively. The cumulative effect of these liability management efforts to-date has resulted in the aggregate refinancing of nearly $425 million in near-term debt, including $87 million of discount capture.
The foregoing is only a summary and is not necessarily complete. For further details, please see the Current Reports on Form 8-K filed with the SEC on February 8, 2019, and March 6, 2019, respectively.
Future Outlook
Based on the key assumptions outlined below and in the attached data tables, the following statements reflect management’s current expectations regarding future operating results and certain events during the Company’s guidance period as set forth on pages 12 and 13 of this press release. These statements are forward-looking and actual results may differ materially, particularly given the volatility inherent in, and the currently depressed market conditions of, the Company’s industry. Other than as expressly stated, these statements do not include the potential impact of any significant further change in commodity prices for oil and natural gas; any additional future repositioning voyages; any additional stacking or reactivation of vessels; unexpected vessel repairs or shipyard delays; or future capital transactions, such as vessel acquisitions, modifications or divestitures, business combinations, possible share or note repurchases or financings that may be commenced after the date of this disclosure. Additional cautionary information concerning forward-looking statements can be found on page 9 of this news release.
Forward Guidance
The Company’s forward guidance for selected operating and financial data, outlined below and in the attached data tables, reflects the current state of commodity prices and the Company’s expectations related to the planned capital spending budgets of its customers.

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Vessel Counts. As of March 31, 2019, the Company’s fleet of owned vessels consisted of 66 new generation OSVs and eight MPSVs. The forecasted vessel counts presented in this press release reflect the two MPSV newbuilds projected to be delivered during fiscal 2020, as discussed further below. With an average of 36.1 new generation OSVs and 2.1 MPSVs projected to be stacked during fiscal 2019, the Company’s active fleet for 2019 is expected to be comprised of an average of 29.9 new generation OSVs and 5.9 MPSVs. With an assumed average of 36.0 new generation OSVs projected to be stacked during fiscal 2020, the Company’s active fleet for fiscal 2020 is expected to be comprised of an average of 30.0 new generation OSVs and 9.0 MPSVs.
Operating Expenses. Aggregate cash operating expenses are projected to be in the range of $40.0 million to $45.0 million for the second quarter of 2019, and $155.0 million to $170.0 million for the full-year 2019. Reflected in the cash opex guidance ranges above are the anticipated continuing results of several cost containment measures initiated by the Company since the fourth quarter of 2014 due to prevailing market conditions, including, among other actions, the stacking of vessels on various dates from October 1, 2014 through March 31, 2019, as well as company-wide headcount reductions and across-the-board pay-cuts for shoreside and vessel personnel. The Company reactivated one 240 class OSV and one MPSV during the first quarter of 2019. The Company may choose to stack or reactivate additional vessels as market conditions warrant. The cash operating expense estimate above is exclusive of any additional repositioning expenses the Company may incur in connection with the potential relocation of more of its vessels into international markets or back to the GoM, and any customer-required cost-of-sales related to future contract fixtures that are typically recovered through higher dayrates.
G&A Expense. G&A expense is expected to be in the approximate range of $11.0 million to $13.0 million for the second quarter of 2019; and $45.0 million to $50.0 million for the full fiscal year 2019, inclusive of $3.6 million of estimated annual stock-based compensation expense valued at the Company’s 10-day trailing stock price of $1.41 as of March 31, 2019. Future increases or decreases in such average stock price, which can be highly volatile, will commensurately impact stock-based compensation expense (and thus G&A expense) as cash-settled awards are required to be marked-to-market with cumulative catch-up adjustments at each quarter-end. In its recently filed Proxy statement, the Company is seeking stockholder approval for additional shares under its long-term incentive compensation plan that would allow, if approved, settlement of currently outstanding awards with shares of common stock and, thus, avoid future volatility in G&A expense caused by mark-to-market requirements of GAAP for cash-settled awards, as well as the preservation of cash liquidity for more strategic purposes, including debt retirement. See the Company’s Proxy statement for further details.
Other Financial Data. Quarterly depreciation, amortization, net interest expense, cash income taxes, cash interest expense, weighted-average basic shares outstanding and weighted-average diluted shares outstanding for the second quarter of 2019 are projected to be $24.7 million, $3.5 million, $19.4 million, $1.3 million, $17.3 million, 37.9 million and 38.0 million, respectively. As a reminder, please note

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that GAAP requires the use of basic shares outstanding for diluted EPS when reporting a net loss. Guidance for depreciation, amortization, net interest expense, cash income taxes and cash interest expense for the full fiscal years 2019 and 2020 is provided on page 13 of this press release. The Company’s annual effective tax benefit rate is expected to be between 15.0% and 20.0% for fiscal years 2019 and 2020.
Capital Expenditures Outlook
Update on OSV Newbuild Program #5. During the first quarter of 2018, the Company notified the shipyard that was constructing the remaining two vessels in the Company’s nearly completed 24-vessel domestic newbuild program that it was terminating the construction contracts for such vessels. As of the date of the contract termination, the two remaining vessels, both of which are 400 class MPSVs, were projected to be delivered in the second and third quarters of 2019, respectively. Due to the uncertainty of the timing and location of future construction activities, these vessels are currently projected to be delivered in the second and third quarters of 2020, respectively. The Company has conservatively projected to incur the remaining cash outlays associated with this program during fiscal 2019 and fiscal 2020, as set forth below. On October 2, 2018, the shipyard filed suit for wrongful termination against the Company in the 22nd Judicial District Court for the Parish of St. Tammany in the State of Louisiana. In December 2018, the Company responded to the lawsuit and asserted its own claims. The Company has responded to the suit and has alleged counter-claims. The Company intends to vigorously defend the shipyard’s claims and considers them to be without merit. As previously reported, the Company intends to work with the performance bond surety to select and contract with a mutually acceptable shipyard that can finish construction and deliver such vessels.
As noted above, the Company owns 66 new generation OSVs and eight MPSVs as of March 31, 2019. Based on the projected MPSV in-service dates, the Company expects to own eight and ten MPSVs as of December 31, 2019 and December 31, 2020, respectively. These vessel additions result in a projected average MPSV fleet complement of 8.0, 9.0 and 10.0 vessels for the fiscal years 2019, 2020 and 2021, respectively. The aggregate cost of the Company’s fifth OSV newbuild program, excluding construction period interest, is expected to be approximately $1,335.0 million, of which $22.7 million and $38.2 million are currently expected to be incurred in the fiscal years 2019 and 2020, respectively. However, the timing of these remaining construction draws remains subject to change commensurate with any potential further delays in the delivery dates of the final two newbuild vessels, as discussed above. From the inception of this program through March 31, 2019, the Company has incurred $1,274.1 million, or 95.4%, of total project costs. The Company does not expect to incur any newbuild project costs during the second quarter of 2019.
Update on Maintenance Capital Expenditures. Please refer to the attached data table on page 12 of this press release for a summary, by period and by vessel type, of historical and projected data for drydock downtime (in days) and maintenance capital expenditures for each of the quarterly and/or annual

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periods presented for the fiscal years 2018, 2019 and 2020. Maintenance capital expenditures, which are recurring in nature, primarily include regulatory drydocking charges incurred for the recertification of vessels and other vessel capital improvements that extend or maintain a vessel’s economic useful life. The Company expects that its maintenance capital expenditures for its fleet of vessels will be approximately $36.5 million and $21.3 million for the full fiscal years 2019 and 2020, respectively. These cash outlays are expected to be incurred over 473 and 337 days of aggregate commercial downtime in 2019 and 2020, respectively, during which the applicable vessels will not earn revenue.
Update on Other Capital Expenditures. Please refer to the attached data tables on page 12 of this press release for a summary, by period, of historical and projected data for other capital expenditures for each of the quarterly and/or annual periods presented for the fiscal years 2018, 2019 and 2020. Other capital expenditures, which are generally non-recurring, are comprised of the following: (i) commercial-related capital expenditures, including vessel improvements, such as the addition of cranes, ROVs, helidecks, living quarters and other specialized vessel equipment, or the modification of vessel capacities or capabilities, such as DP upgrades and mid-body extensions, which costs are typically included in and offset, in whole or in part, by higher dayrates charged to customers; and commercial-related intangibles; and (ii) non-vessel related capital expenditures, including costs related to the Company’s shore-based facilities, leasehold improvements and other corporate expenditures, such as information technology or office furniture and equipment. The Company expects miscellaneous commercial-related capital expenditures and non-vessel capital expenditures to be approximately $0.8 million and $0.5 million, respectively, for the full fiscal years 2019 and 2020, respectively.
Liquidity Outlook
As of March 31, 2019, the Company had a cash balance of $174.6 million, which represents a sequential decrease of $50.3 million. The Company projects that, even with the currently depressed operating levels, cash generated from operations together with cash on hand should be sufficient to fund its operations and commitments through at least March 31, 2020. However, absent the combination of a significant recovery of market conditions such that cash flow from operations were to increase materially from currently projected levels, coupled with the refinancing and/or further management of its funded debt obligations, the Company does not currently expect to have sufficient liquidity to fully repay the remaining balance of its 5.875% Senior Notes and its 5.000% Senior Notes as they mature in fiscal years 2020 and 2021, respectively. The Company remains fully cognizant of the challenges currently facing the offshore oil and gas industry and continues to review its capital structure and assess its strategic options.

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Conference Call
The Company will hold a conference call to discuss its first quarter 2019 financial results and recent developments at 10:00 a.m. Eastern (9:00 a.m. Central) tomorrow, May 2, 2019. To participate in the call, dial (412) 902-0030 and ask for the Hornbeck Offshore call at least 10 minutes prior to the start time. To access it live over the Internet, please log onto the web at http://www.hornbeckoffshore.com, on the “Investors” homepage of the Company’s website at least fifteen minutes early to register, download and install any necessary audio software. Please call the Company’s investor relations firm, Dennard Lascar, at (713) 529-6600 to be added to its e-mail distribution list for future Hornbeck Offshore news releases. An archived version of the web cast will be available shortly after the call for a period of 60 days on the “Investors” homepage of the Company’s website. Additionally, a telephonic replay will be available through May 16, 2019, and may be accessed by calling (201) 612-7415 and using the pass code 13689031#.
Attached Data Tables
The Company has posted an electronic version of the following four pages of data tables, which are downloadable in Microsoft Excel™ format, on the “Investors” homepage of the Hornbeck Offshore website for the convenience of analysts and investors.
In addition, the Company uses its website as a means of disclosing material non-public information and for complying with disclosure obligations under SEC Regulation FD. Such disclosures will be included on the Company’s website under the heading “Investors.” Accordingly, investors should monitor that portion of the Company’s website, in addition to following the Company’s press releases, SEC filings, public conference calls and webcasts.
Hornbeck Offshore Services, Inc. is a leading provider of technologically advanced, new generation offshore service vessels primarily in the Gulf of Mexico and Latin America. Hornbeck Offshore currently owns a fleet of 74 vessels primarily serving the energy industry and expects to add two ultra high-spec MPSV newbuilds to its fleet in 2020.


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Forward-Looking Statements
This Press Release contains “forward-looking statements,” as contemplated by the Private Securities Litigation Reform Act of 1995, in which the Company discusses factors it believes may affect its performance in the future. Forward-looking statements are all statements other than historical facts, such as statements regarding assumptions, expectations, beliefs and projections about future events or conditions. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “remain,” “should,” “will,” or other comparable words or the negative of such words. The accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus susceptible to change based on actual experience, new developments and known and unknown risks. The Company gives no assurance that the forward-looking statements will prove to be correct and does not undertake any duty to update them. The Company’s actual future results might differ from the forward-looking statements made in this Press Release for a variety of reasons, including impacts from changes in oil and natural gas prices in the U.S. and worldwide; continued weakness in demand and/or pricing for the Company’s services through and beyond the maturity of any of the Company’s long-term debt; unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters or vessel management contracts or failures to finalize commitments to charter or manage vessels; continued weak capital spending by customers on offshore exploration and development; the inability to accurately predict vessel utilization levels and dayrates; sustained weakness in the number of deepwater and ultra-deepwater drilling units operating in the GoM or other regions where the Company operates; the Company’s inability to successfully complete the final two vessels of its current vessel newbuild program on-budget, including any failure or refusal by the issuer of performance bonds to cover cost overruns that may result at a completion shipyard; the inability to successfully market the vessels that the Company owns, is constructing or might acquire; the government’s cancellation or non-renewal of the management, operations and maintenance contracts for non-owned vessels; an oil spill or other significant event in the United States or another offshore drilling region that could have a broad impact on deepwater and other offshore energy exploration and production activities, such as the suspension of activities or significant regulatory responses; the imposition of laws or regulations that result in reduced exploration and production activities or that increase the Company’s operating costs or operating requirements; environmental litigation that impacts customer plans or projects; disputes with customers; disputes with vendors; bureaucratic, administrative or operating barriers that delay vessels in foreign markets from going on-hire; administrative or political barriers to exploration and production activities in Mexico, Brazil or other foreign locations; disruption in the timing and/or extent of Mexican offshore activities or changes in law or policy in Mexico that restricts further development of its offshore oilfields; changes in law or policy in Mexico affecting the Company's Mexican registration of vessels there; administrative or legal changes in Mexican cabotage laws; other legal or administrative changes in Mexico that adversely impact planned or expected offshore energy development; age or other restrictions imposed on the Company’s vessels by customers; unanticipated difficulty in effectively competing in or operating in international markets; less than anticipated subsea infrastructure and field development demand in the GoM and other markets affecting the Company’s MPSVs; sustained vessel over-capacity for existing demand levels in the markets in which the Company competes; economic and geopolitical risks; weather-related risks; upon a return to improved operating conditions, the shortage of or the inability to attract and retain qualified personnel, when needed, including vessel personnel for active vessels or vessels the Company may reactivate or acquire; any success in unionizing any of the Company’s U.S. fleet personnel; regulatory risks; the repeal or administrative weakening of the Jones Act or adverse changes in the interpretation of the Jones Act; drydocking delays and cost overruns and related risks; vessel accidents, pollution incidents, or other events resulting in lost revenue, fines, penalties or other expenses that are unrecoverable from insurance policies or other third parties; unexpected litigation and insurance expenses; other industry risks; fluctuations in foreign currency valuations compared to the U.S. dollar and risks associated with expanded foreign operations, such as non-compliance with or the unanticipated effect of tax laws, customs laws, immigration laws, or other legislation that result in higher than anticipated tax rates or other costs; the inability to repatriate foreign-sourced earnings and profits; the possible loss or material limitation of the Company's tax net operating loss carryforwards and other attributes due to a change in control, as defined in Section 382 of the Internal Revenue Code; or the inability of the Company to refinance or otherwise retire certain funded debt obligations that come due in 2020 and 2021; the potential for any impairment charges that could arise in the future and that would reduce the Company’s consolidated net tangible assets which, in turn, would further limit the Company’s ability to grant certain liens, make certain investments, and incur certain debt permitted under the Company’s senior notes indentures and term loan agreements; or an adverse decision in any potential dispute involving the permissibility of the exchange of 2020 senior notes for second-lien term loans due February 2025. In addition, the Company’s future results may be impacted by adverse economic conditions, such as inflation, deflation, lack of liquidity in the capital markets or an increase in interest rates, that may negatively affect it or parties with whom it does business resulting in their non-payment or inability to perform obligations owed to the Company, such as the failure of customers to fulfill their contractual obligations, if and when required. Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts the Company, or should the Company’s underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking statements, and its business, financial condition and results of operations could be materially and adversely affected and, if sufficiently severe, could result in noncompliance with certain covenants of the Company’s existing indebtedness. Additional factors that you should consider are set forth in detail in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K as well as other filings the Company has made and will make with the Securities and Exchange Commission which, after their filing, can be found on the Company’s website www.hornbeckoffshore.com.

Regulation G Reconciliation

This Press Release also contains references to the non-GAAP financial measures of earnings, or net income, before interest, income taxes, depreciation and amortization, or EBITDA, and Adjusted EBITDA. The Company views EBITDA and Adjusted EBITDA primarily as liquidity measures and, therefore, believes that the GAAP financial measure most directly comparable to such measure is cash flows provided by operating activities. Reconciliations of EBITDA and Adjusted EBITDA to cash flows provided by operating activities are provided in the table below. Management’s opinion regarding the usefulness of EBITDA to investors and a description of the ways in which management uses such measure can be found in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as well as in Note 10 to the attached data tables.







Page 9 of 15


Hornbeck Offshore Services, Inc. and Subsidiaries
Unaudited Consolidated Statements of Operations
(in thousands, except Other Operating and Per Share Data)

Statement of Operations (unaudited):
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
Revenues
$
54,036

 
$
53,917

 
$
41,587

 
Costs and expenses:
 
 
 
 
 
 
Operating expenses
40,394

 
38,612

 
35,969

 
Depreciation and amortization
28,382

 
27,574

 
26,640

 
General and administrative expense
11,967

 
3,275

 
12,875

 
 
80,743

 
69,461

 
75,484

 
Gain on sale of assets
26

 
5

 
43

 
Operating loss
(26,681
)
 
(15,539
)
 
(33,854
)
 
Other income (expense):
 
 
 
 
 
 
Loss on early extinguishment of debt
(71
)
 

 

 
Interest income
1,114

 
535

 
644

 
Interest expense
(19,726
)
 
(16,672
)
 
(13,945
)
 
Other income (expense), net 1
(87
)
 
12

 
9

 
 
(18,770
)
 
(16,125
)
 
(13,292
)
 
Loss before income taxes
(45,451
)
 
(31,664
)
 
(47,146
)
 
Income tax benefit
(8,831
)
 
(7,469
)
 
(8,491
)
 
Net income (loss)
$
(36,620
)
 
$
(24,195
)
 
$
(38,655
)
 
Earnings per share
 
 
 
 
 
 
Basic earnings (loss) per common share
$
(0.97
)
 
$
(0.64
)
 
$
(1.04
)
 
Diluted earnings (loss) per common share
$
(0.97
)
 
$
(0.64
)
 
$
(1.04
)
 
Weighted average basic shares outstanding
37,788

 
37,596

 
37,339

 
Weighted average diluted shares outstanding 2
37,788

 
37,596

 
37,339

 
 
 
 
 
 
 
 
Other Operating Data (unaudited):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
Offshore Supply Vessels:
 
 
 
 
 
 
Average number of new generation OSVs 3
66.0

 
66.0

 
62.0

 
Average number of active new generation OSVs 4
29.7

 
28.4

 
18.0

 
Average new generation OSV fleet capacity (deadweight) 3
238,845

 
238,845

 
220,072

 
  Average new generation OSV capacity (deadweight)
3,619

 
3,619

 
3,550

 
Average new generation utilization rate 5
32.5
%
 
30.8
%
 
20.7
%
 
Effective new generation utilization rate 6
72.1
%
 
71.7
%
 
71.3
%
 
Average new generation dayrate 7
$
18,156

 
$
19,272

 
$
17,985

 
Effective dayrate 8
$
5,901

 
$
5,936

 
$
3,723

 
Balance Sheet Data (unaudited):
 
 
 
 
 
 
 
 
As of
March 31,
2019
 
As of December 31, 2018
 
 
 
Cash and cash equivalents
$
174,554

 
$
224,936

 
 
 
Working capital
166,209

 
138,386

 
 
 
Property, plant and equipment, net
2,410,116

 
2,434,829

 
 
 
Total assets
2,727,728

 
2,764,637

 
 
 
Total short-term debt
25,174

 
96,311

 
 
 
Total long-term debt
1,171,559

 
1,123,625

 
 
 
Stockholders' equity
1,271,747

 
1,307,922

 
 
 
 
 
 
 
 
 
 
Cash Flow Data (unaudited):
 
 
 
 
 
 
Three Months Ended
 
 
 
 
March 31,
2019
 
March 31,
2018
 
 
 
Cash used in operating activities
$
(26,143
)
 
$
(8,874
)
 
 
 
Cash used in investing activities
(570
)
 
(6,560
)
 
 
 
Cash used in financing activities
(23,675
)
 
(536
)
 
 
 
 
 
 
 
 
 
 

Page 10 of 15


Hornbeck Offshore Services, Inc. and Subsidiaries
Unaudited Other Financial Data
(in thousands, except Financial Ratios)


Other Financial Data (unaudited):
 
 
Three Months Ended
 
 
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
 
 
 
 
 
 
 
 
Vessel revenues
 
$
45,252

 
$
43,751

 
$
33,134

 
Non-vessel revenues 9
 
8,784

 
10,166

 
8,453

 
Total revenues
 
$
54,036

 
$
53,917

 
$
41,587

 
Operating loss
 
$
(26,681
)
 
$
(15,539
)
 
$
(33,854
)
 
Operating deficit
 
(49.4
%)
 
(28.8
%)
 
(81.4
%)
 
Components of EBITDA 10
 
 
 
 
 
 
 
Net loss
 
$
(36,620
)
 
$
(24,195
)
 
$
(38,655
)
 
Interest expense, net
 
18,612

 
16,137

 
13,301

 
Income tax benefit
 
(8,831
)
 
(7,469
)
 
(8,491
)
 
Depreciation
 
24,771

 
24,805

 
24,648

 
Amortization
 
3,611

 
2,769

 
1,992

 
EBITDA 10
 
$
1,543

 
$
12,047

 
$
(7,205
)
 
Adjustments to EBITDA
 
 
 
 
 
 
 
Loss on early extinguishment of debt
 
$
71

 
$

 
$

 
Stock-based compensation expense
 
975

 
(5,230
)
 
2,868

 
Interest income
 
1,114

 
534

 
644

 
Adjusted EBITDA 10
 
$
3,703

 
$
7,351

 
$
(3,693
)
 
EBITDA 10 Reconciliation to GAAP:
 
 
 
 
 
 
 
EBITDA 10
 
$
1,543

 
$
12,047

 
$
(7,205
)
 
Cash paid for deferred drydocking charges
 
(9,300
)
 
(3,706
)
 
(1,970
)
 
Cash paid for interest
 
(19,507
)
 
(19,441
)
 
(15,131
)
 
Cash (paid for) refunds of income taxes
 
1,338

 
(9
)
 
(449
)
 
Changes in working capital
 
(1,443
)
 
(4,969
)
 
12,833

 
Stock-based compensation expense
 
975

 
(5,230
)
 
2,868

 
Loss on early extinguishment of debt
 
71

 

 

 
Gain on sale of assets
 
(26
)
 
(5
)
 
(43
)
 
Changes in other, net
 
206

 
4,737

 
223

 
Net cash used in operating activities
 
$
(26,143
)
 
$
(16,576
)
 
$
(8,874
)
 
 
 
 
 
 
 
 
 





















Page 11 of 15







Hornbeck Offshore Services, Inc. and Subsidiaries
Unaudited Other Financial Data
Capital Expenditures and Drydock Downtime Data (unaudited):
Historical Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
 
 
 
 
 
March 31,
2019
 
December 31,
2018
 
March 31,
2018
 
 
 
 
 
 
 
Drydock Downtime:
 
 
 
 
 
 
 
 
 
 
 
 
 
New-Generation OSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing drydock activities
 
6.0

 
3.0

 
2.0

 
 
 
 
 
 
 
Commercial downtime (in days)
 
116

 
178

 
91

 
 
 
 
 
 
 
MPSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing drydock activities
 
3.0

 
2.0

 

 
 
 
 
 
 
 
Commercial downtime (in days)
 
32

 
82

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial-related Downtime11: 
 
 
 
 
 
 
 
 
 
 
 
 
 
New-Generation OSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing commercial-related downtime
 

 

 

 
 
 
 
 
 
 
Commercial downtime (in days)
 

 

 

 
 
 
 
 
 
 
MPSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing commercial-related downtime
 

 

 

 
 
 
 
 
 
 
Commercial downtime (in days)
 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maintenance and Other Capital Expenditures (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
 
Maintenance Capital Expenditures:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred drydocking charges
 
$
9,300

 
$
3,706

 
$
1,970

 
 
 
 
 
 
 
Other vessel capital improvements
 
293

 
582

 
2,563

 
 
 
 
 
 
 
 
 
9,593

 
4,288

 
4,533

 
 
 
 
 
 
 
Other Capital Expenditures:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial-related capital expenditures
 
229

 
38

 
1,343

 
 
 
 
 
 
 
Non-vessel related capital expenditures
 
71

 
24

 
7

 
 
 
 
 
 
 
 
 
300

 
62

 
1,350

 
 
 
 
 
 
 
 
 
$
9,893

 
$
4,350

 
$
5,883

 
 
 
 
 
 
 
Growth Capital Expenditures (in thousands):
 
 
 
 
 
 
 
 
 
 
 
 
 
OSV newbuild program #5
 
$
3

 
$
26

 
$
421

 
 
 
 
 
 
 
 
 
$
3

 
$
26

 
$
421

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Forecasted Data 12:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1Q 2019A
 
2Q 2019E
 
3Q 2019E
 
4Q 2019E
 
2019E
 
2020E
 
Drydock Downtime:
 
 
 
 
 
 
 
 
 
 
 
 
 
New-Generation OSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing drydock activities
 
6.0

 
2.0

 
3.0

 
4.0

 
15.0

 
9.0

 
Commercial downtime (in days)
 
116

 
107

 
75

 
53

 
351

 
289

 
MPSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing drydock activities
 
3.0

 
1.0

 
1.0

 

 
5.0

 
1.0

 
Commercial downtime (in days)
 
32

 
13

 
39

 
38

 
122

 
48

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial-related Downtime11: 
 
 
 
 
 
 
 
 
 
 
 
 
 
New-Generation OSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing commercial-related downtime
 

 

 

 

 

 

 
Commercial downtime (in days)
 

 

 

 

 

 

 
MPSVs
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of vessels commencing commercial-related downtime
 

 

 

 

 

 

 
Commercial downtime (in days)
 

 

 

 

 

 

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maintenance and Other Capital Expenditures (in millions):
 
 
 
 
 
 
 
 
 
 
 
 
 
Maintenance Capital Expenditures:
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred drydocking charges
 
$
9.3

 
$
8.6

 
$
8.3

 
$
4.8

 
$
31.0

 
$
19.2

 
Other vessel capital improvements
 
0.3

 
2.9

 
1.3

 
1.0

 
5.5

 
2.1

 
 
 
9.6

 
11.5

 
9.6


5.8

 
36.5

 
21.3

 
Other Capital Expenditures:
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial-related capital expenditures
 
0.2

 

 

 

 
0.2

 

 
Non-vessel related capital expenditures
 
0.1

 
0.3

 
0.1

 
0.1

 
0.6

 
0.5

 
 
 
0.3

 
0.3

 
0.1

 
0.1

 
0.8

 
0.5

 
 
 
$
9.9

 
$
11.8

 
$
9.7

 
$
5.9

 
$
37.3

 
$
21.8

 
Growth Capital Expenditures (in millions):
 
 
 
 
 
 
 
 
 

 
 
 
OSV newbuild program #5
 
$

 
$

 
$
11.6

 
$
11.1

 
$
22.7

 
$
38.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Page 12 of 15


Hornbeck Offshore Services, Inc. and Subsidiaries
Unaudited Other Fleet and Financial Data
(in millions, except Average Vessels and Tax Rate)
Forward Guidance of Selected Data (unaudited):
 
 
2Q 2019E
Avg Vessels
 
Full-Year 2019E
Avg Vessels
 
Full-Year 2020E
Avg Vessels
 
 
 
 
 
 
 
Fleet Data (as of 1-May-2019):
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New generation OSVs - Active
 
30.0

 
29.9

 
30.0

 
 
 
 
 
 
 
New generation OSVs - Stacked 13
 
36.0

 
36.1

 
36.0

 
 
 
 
 
 
 
New generation OSVs - Total
 
66.0

 
66.0

 
66.0

 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New generation MPSVs - Active
 
6.0

 
5.9

 
9.0

 
 
 
 
 
 
 
New generation MPSVs - Stacked
 
2.0

 
2.1

 

 
 
 
 
 
 
 
New generation MPSVs - Total
 
8.0

 
8.0

 
9.0

 
 
 
 
 
 
 
Total
 
74.0

 
74.0

 
75.0

 
 
 


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2Q 2019E Range
 
Full-Year 2019E Range
 
 
 
 
 
 
 
Low 14
 
High 14
 
Low 14
 
High 14
 
 
 
 
 
Cost Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
$
40.0

 
$
45.0

 
$
155.0

 
$
170.0

 
 
 
 
 
General and administrative expense15
 
11.0

 
13.0

 
45.0

 
50.0

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1Q 2019A
 
2Q 2019E
 
3Q 2019E
 
4Q 2019E
 
2019E
 
2020E
 
Other Financial Data:
 
 
 
 
 
 
 
 
 
 
 
 
 
Depreciation
 
$
24.8

 
$
24.7

 
$
24.6

 
$
24.4

 
$
98.5

 
$
101.9

 
Amortization
 
3.6

 
3.5

 
4.2

 
4.5

 
15.8

 
20.9

 
Interest expense, net:
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense 16
 
$
20.1

 
$
21.6

 
$
21.6

 
$
21.3

 
$
84.6

 
$
74.2

 
Incremental non-cash OID interest expense 17
 
0.8

 
0.3

 
0.2

 

 
1.3

 

 
Amortization of deferred gain 18
 
(1.2
)
 
(1.6
)
 
(1.7
)
 
(1.7
)
 
(6.2
)
 
(6.9
)
 
Capitalized interest
 

 

 
(3.2
)
 
(3.4
)
 
(6.6
)
 
(5.9
)
 
Interest income
 
(1.1
)
 
(0.9
)
 
(0.7
)
 
(0.6
)
 
(3.3
)
 
 n/a

 
Total interest expense, net
 
$
18.6

 
$
19.4

 
$
16.2

 
$
15.6

 
$
69.8

 
n/a

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax benefit rate
 
19.4
%
 
19.0
%
 
19.0
%
 
19.0
%
 
19.0
%
 
17.5
%
 
Cash paid for (refunds of) income taxes
 
$
(1.3
)
 
$
1.3

 
$
0.4

 
$
(4.0
)
 
$
(3.6
)
 
$
3.2

 
Cash paid for interest 16
 
19.5

 
17.3

 
22.8

 
17.9

 
77.5

 
74.1

 
Weighted average basic shares outstanding
 
37.8

 
37.9

 
38.0

 
38.0

 
37.9

 
38.2

 
Weighted average diluted shares outstanding 19
 
38.0

 
38.0

 
38.1

 
38.1

 
38.0

 
38.2

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Page 13 of 15



1 
Represents other income and expenses, including equity in income from investments and foreign currency transaction gains or losses.

2 
Due to net losses for the three months ended March 31, 2019, three months ended March 31, 2018, and the three months ended December 31, 2018, the Company excluded the dilutive effect of equity awards representing the rights to acquire 404, 750, and 529 shares of common stock, respectively, because the effect was anti-dilutive. As of March 31, 2019, December 31, 2018 and March 31, 2018, the 1.500% convertible senior notes were not dilutive, as the average price of the Company’s stock was less than the effective conversion price of $68.53 for such notes.

3 
The Company owned 66 new generation OSVs as of March 31, 2019, including the four OSVs acquired from Aries Marine in May 2018. Excluded from this data are eight MPSVs owned by the Company and four non-owned vessels operated by the Company for the U.S. Navy.

4 
In response to weak market conditions, the Company elected to stack certain of its new generation OSVs on various dates since October 1, 2014. Active new generation OSVs represent vessels that are immediately available for service during each respective period.

5 
Average utilization rates are based on a 365-day year for all active and stacked vessels. Vessels are considered utilized when they are generating revenues.

6 
Effective utilization rate is based on a denominator comprised only of vessel-days available for service by the active fleet, which excludes the impact of stacked vessel days.

7 
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.

8 
Effective dayrate represents the average dayrate multiplied by the average new generation utilization rate for the respective period.

9 
Represents revenues from shore-based operations, vessel-management services related to non-owned vessels, including from the O&M contract with the U.S. Navy, and ancillary equipment rentals, including from ROVs.

10 
Non-GAAP Financial Measure
The Company discloses and discusses EBITDA as a non-GAAP financial measure in its public releases, including quarterly earnings releases, investor conference calls and other filings with the Securities and Exchange Commission. The Company defines EBITDA as earnings (net income) before interest, income taxes, depreciation and amortization. The Company’s measure of EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate EBITDA differently than the Company, which may limit its usefulness as a comparative measure.

The Company views EBITDA primarily as a liquidity measure and, as such, believes that the GAAP financial measure most directly comparable to it is cash flows provided by operating activities. Because EBITDA is not a measure of financial performance calculated in accordance with GAAP, it should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.

EBITDA is widely used by investors and other users of the Company’s financial statements as a supplemental financial measure that, when viewed with GAAP results and the accompanying reconciliations, the Company believes EBITDA provides additional information that is useful to gain an understanding of the factors and trends affecting its ability to service debt, pay deferred taxes and fund drydocking charges and other maintenance capital expenditures. The Company also believes the disclosure of EBITDA helps investors meaningfully evaluate and compare its cash flow generating capacity from quarter to quarter and year to year.
EBITDA is also a financial metric used by management (i) as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; (ii) as a significant criteria for annual incentive cash bonuses paid to the Company’s executive officers and other shore-based employees; (iii) to compare to the EBITDA of other companies when evaluating potential acquisitions; and (iv) to assess the Company’s ability to service existing fixed charges and incur additional indebtedness.
In addition, the Company has also historically made certain adjustments, as applicable, to EBITDA for gains or losses on early extinguishment of debt, stock-based compensation expense and interest income, or Adjusted EBITDA, to internally evaluate its

Page 14 of 15


performance based on the computation of ratios used in certain financial covenants of its credit agreements with various lenders. The Company believes that such ratios can, at times, be material components of financial covenants and, when applicable, failure to comply with such covenants could result in the acceleration of indebtedness or the imposition of restrictions on the Company’s financial flexibility.
Set forth below are the material limitations associated with using EBITDA as a non-GAAP financial measure compared to cash flows provided by operating activities.
EBITDA does not reflect the future capital expenditure requirements that may be necessary to replace the Company’s 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 the Company has incurred in acquiring and constructing its vessels,
EBITDA does not reflect the deferred income taxes that the Company will eventually have to pay once it is no longer in an overall tax net operating loss position, as applicable, and
EBITDA does not reflect changes in the Company’s net working capital position.
Management compensates for the above-described limitations in using EBITDA as a non-GAAP financial measure by only using EBITDA to supplement the Company’s GAAP results.

11 
Commercial-related Downtime results from commercial-related vessel improvements, such as the addition of cranes, ROVs, helidecks, living quarters and other specialized vessel equipment; the modification of vessel capacities or capabilities, such as DP upgrades and mid-body extensions, which costs are typically included in and offset, in whole or in part, by higher dayrates charged to customers; and the speculative relocation of vessels from one geographic market to another.

12 
The capital expenditure amounts included in this table are anticipated cash outlays before the allocation of construction period interest, as applicable.

13 
As of May 1, 2019, the Company’s inactive fleet of 36 new generation OSVs that were “stacked” was comprised of the following: eleven 200 class OSVs, twenty-two 240 class OSVs and three 265 class OSVs.

14 
The “low” and “high” ends of the guidance ranges set forth in this table are not intended to cover unexpected variations from currently anticipated market conditions. These ranges provide only a reasonable deviation from the conditions that are expected to occur.

15 
The Company’s forward guidance for general and administrative expense includes an estimate of stock-based compensation expense for outstanding share-settled and cash-settled awards. Such expense for outstanding cash-settled awards is re-measured quarterly based on either a 10-day trailing average stock price prior to each quarter-end or a Black-Scholes value at quarter-end. As of March 31, 2019, the 10-day trailing average stock price was $1.41 per share and the Black-Scholes value was $0.97. Future increases or decreases in such average stock price can be highly volatile and will commensurately impact stock-based compensation expense (and thus G&A expense) as cash-settled awards are required to be marked-to-market with cumulative catch-up adjustments at each quarter-end.

16 
Interest on the Company’s first-lien term loans is variable based on changes in LIBOR, or the London Interbank Offered Rate. The guidance included in this press release related to such facility is based on industry estimates of LIBOR in future periods as of May 1, 2019. Actual results may differ from this estimate. Interest expense on the Company’s second-lien term loans, 2019 convertible senior notes, 2020 senior notes and 2021 senior notes are at fixed rates of 9.5%, 1.5%, 5.875% and 5.0%, respectively.

17 
Represents incremental imputed non-cash OID interest expense required by accounting standards pertaining to the Company’s 1.500% convertible senior notes due 2019.

18 
Represents the non-cash recognition of the $21.4 million gain on the debt-for-debt exchange associated with the Company’s first-lien term loans and the $21.3 million gain on the debt-for-debt exchange associated with the Company’s second-lien term loans. Such amounts are being deferred and amortized prospectively as yield adjustments to interest expense as required by GAAP under debt modification accounting.

19 
Projected weighted-average diluted shares do not reflect any potential dilution resulting from the Company’s 1.500% convertible senior notes. Warrants related to the Company’s 1.500% convertible senior notes become dilutive when the average price of the Company’s stock exceeds the effective conversion price for such notes of $68.53.

# # #


Page 15 of 15