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: March 2, 2005
(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)) |
Item 7.01 – Regulation FD Disclosure
The information in this Current Report is being furnished pursuant to Item 7.01 of Form 8-K and according to general instruction B.2. thereunder, the information in 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 Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.
Hornbeck Offshore Services, Inc. will be attending the Simmons & Company International Fifth Annual Las Vegas Energy Conference being held March 2-4, 2005 and providing a brief company overview in the form of a 4-page fact sheet. The fact sheet is attached hereto as Exhibit 99.1.
Item 9.01 – Financial Statements and Exhibits
| (c) | Exhibits. |
| 99.1 | Company Fact Sheet, dated March 2005 |
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: March 2, 2005 | By: | /s/ James O. Harp, Jr. | ||
| James O. Harp, Jr. | ||||
| Vice President and Chief Financial Officer | ||||
3
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Company Fact Sheet, dated March 2005 |
4
Exhibit 99.1
| March 2005 Company Fact Sheet
Hornbeck Offshore Services, Inc. NYSE: HOS
Leading the New Generation |
 |
www.HornbeckOffshore.com
Investor Considerations:
| • | Competitive Difference. Hornbeck has historically realized above industry-average utilization and dayrates as its multi-class fleet of 24 new generation offshore supply vessels (OSVs), one of the youngest fleets in the Gulf of Mexico (GoM) with an average age of 4-yrs, provides a competitive advantage in servicing the diverse needs of its client base. |
| • | OSV Market Position. Hornbeck has the 2nd largest new generation OSV fleet in the GoM (estimated 15% market share), providing significant operating leverage to tightening market conditions in this higher-margin OSV segment. |
| • | Improving OSV Fundamentals. Hornbeck’s average OSV utilization rate improved to 94% in 4Q’04, up from an April 2004 trough in the low-70’s. During the same time frame, Hornbeck’s average OSV dayrates have risen to over $10,900 for 4Q’04 – and to about $11,400 in February 2005 – from a low of $9,600. Based on its current outlook, management expects average fleet utilization to remain in the low to mid-90% range with average OSV dayrates over $11,000 through 2006. |
| • | Stable Cash Flow Base. The Tug & Tank Barge segment provides a stable base of cash flow, a competitive advantage particularly during soft OSV cycles. After delivery of five new tank barges in 2005, the Tug & Tank Barge segment is expected to cover 100% of all company-wide fixed charges. |
| • | Improving Balance Sheet. Hornbeck recently refinanced $175mm 10.625% notes (issued at an 11% yield) with $225mm of privately placed 6.125% coupon, 10-year, senior unsecured notes issued at par. HOS now has ample liquidity and projected cash flow to fund its remaining barge newbuild program without any projected draws under its revolving credit facility. |
| • | Record Low Bond Pricing. HOS believes that its November 2004 bond pricing represents the lowest coupon and lowest Treasury spread (T+198) in the history of oil service “high yield” transactions. As a result, annualized interest expense will decrease by over $5mm even though long-term debt has increased by $50mm. |
| • | Growth Track Record Expected to Continue. Between 1998 and 2004, Hornbeck has achieved compound annual growth rates in total fleet investment and EBITDA4) of 41% and 71%, respectively. Moreover, EBITDA projections4) of $70-$75mm in 2005 and $85-$95mm in 2006 reflect average annual growth of 22% and 24%, respectively. |
| • | Attractive Relative Valuation. HOS’ stock price has appreciated 75% since its March 2004 IPO, in-line with its OSV Peer Group and significantly outperforming the Oil Service Index. Nonetheless, with a 9.4x TEV / 2005E EBITDA6) multiple, HOS continues to trade at a notable 12% discount versus the 10.7x OSV Peer Group average. |
| Price (Feb 28, 2005) |
$23.17 | ||||||
| Stock Data |
|||||||
| Fiscal Year-End: |
December | ||||||
| Symbol / Exchange: |
HOS / NYSE | ||||||
| 52-Week Range: |
$10.15-$24.15 | ||||||
| Diluted Common Shares O/S: |
21.4 mm | ||||||
| Market Capitalization: |
$496 mm | ||||||
| Total Enterprise Value 1): |
$682 mm | ||||||
| Average Daily Volume (L3M): |
123,227 | ||||||
| Insider Ownership 2): |
6.2 | % | |||||
| Closely-Held Ownership 3): |
39.4 | % | |||||
| 13F Institutional Ownership: |
49.0 | % | |||||
| Financial Data (Data as of 12/31/04, unaudited) |
|||||||
| Total Cash: |
$54 mm | ||||||
| Total Debt: |
$240 mm | ||||||
| Total Stockholders’ Equity: |
$183 mm | ||||||
| Net Debt / Net Book Capitalization: |
50.4 | % | |||||
| Results & Guidance | 2004A |
2005E |
2006E |
||||
| EBITDA 4): |
$59.5mm | $70-$75mm | $85-$95mm | ||||
| EPS 5): |
$0.62 | $0.87-$1.01 | $1.15-$1.44 | ||||
| Trading Multiples 6) | |||||||
| TEV / EBITDA 4): |
11.5x | 9.4x | 7.6x | ||||
| P / E 5): |
37.4x | 24.6x | 17.9x | ||||
| Segment Data |
|||||||
| EBITDA Mix | 2004A |
2005E |
2006E |
||||
| OSV: |
67% | 72%-75% | 60%-63% | ||||
| Tug & Tank Barge: |
33% | 25%-28% | 37%-40% | ||||
| Current Fleet in Service 7) | |||||||
| No. of New Generation OSVs : |
24 | ||||||
| No. of Tugs / Tank Barges: |
14/13 | ||||||
| Barges Under Construction: |
5 | ||||||
| Stock Price (Mar 2004 IPO—Present) |
|||||||
| 1) | Total Enterprise Value (TEV) is defined as Market Capitalization plus Total Debt less Total Cash. |
| 2) | Represents executive officers and directors as disclosed in the latest Form 10-Q on file with the SEC. |
| 3) | Represents beneficial ownership of SCF IV LP, William Herbert Hunt Trust Estate and Cari Investment Company as disclosed in the latest Form 13-Gs on file with the SEC. |
| 4) | EBITDA is a non-GAAP financial measure; see page 4 for GAAP reconciliation. |
| 5) | EPS results for 2004 and EPS guidance for 2005E exclude a $0.75 and $0.05 per diluted share GAAP charge, respectively, for early retirement of debt. Adjusted EPS (non-GAAP) are used in P/E ratios. |
| 6) | Multiples based on mid-point of reported Company guidance. |
| 7) | Excludes fast supply vessel, coastwise tanker and three retired single-hulled barges from vessel totals. |
©2005 Hornbeck Offshore Services, Inc.
All Rights Reserved.
|
|
March 2005 |
COMPANY OVERVIEW
Hornbeck Offshore Services, Inc. (Hornbeck), a diversified marine service company headquartered in Covington, Louisiana, is a leading provider of technologically advanced, new generation offshore supply vessels primarily in the U.S. Gulf of Mexico and select international markets, and is a leading transporter of petroleum products through its fleet of ocean-going tugs and tank barges primarily in the northeastern U.S. and in Puerto Rico. Hornbeck currently owns and operates a fleet of over 50 vessels, with five additional vessels under construction.
OFFSHORE SUPPLY VESSELS (UPSTREAM)
Increasing Market Presence. Since its inception in 1997, Hornbeck has completed three separate newbuild programs utilizing proprietary designs developed by its in-house team of naval architects and engineers to build 17 new generation OSVs. Combined with the purchase of six new generation vessels in mid-2003 and its first foreign-flagged new generation OSV in early 2005, Hornbeck has assembled one of the youngest, and second largest modern, OSV fleets in the Gulf of Mexico.
All OSVs are Not Created Equal. The OSV market is bifurcated between aging, conventional 180’ boats originally designed and constructed to service the shallow coastal shelf waters and a “new generation” of 200’+ vessels that service the larger and increasingly complex demands of the frontier deepwater, ultra-deepwater and deep-shelf projects. Over the last five years, utilization rates for new generation OSVs have averaged 94% versus conventional 180’ vessels that have averaged only about 50%. Reflecting the bifurcated market’s different supply and demand fundamentals, average dayrates for new generation OSVs are typically double those of their 180’ forerunners.
Increasing Long-Term Demand. Deepwater activity has become a cornerstone of domestic GoM oil production, rising from less than 4% in 1990 to over 68% in 2002, per MMS. A global trend, deepwater spending worldwide over the next 5 years is projected by industry sources to rise 83% over the prior 5–year spending level, mainly reflecting that only 22% of the 341 deepwater fields discovered to-date have been developed.
Significant Operating Leverage. While Hornbeck has grown its OSV EBITDA from near zero in 1998 to approximately $40mm in 2004, the Company still has considerable operating leverage to strengthening OSV demand. While positive industry conditions should allow Hornbeck to improve its 2004 OSV segment EBITDA by approximately 30%-35% in 2005, management believes that its existing OSV fleet has the capacity to achieve OSV segment EBITDA of up to 75%-80% higher than 2004 levels in a full-year peak scenario.
MISSION STATEMENT
Hornbeck’s mission is to be recognized as the energy industry’s marine transportation and service company of choice for its customers, employees and investors through innovative, high quality, value-added business solutions delivered with enthusiasm, integrity and professionalism and with the utmost regard for the safety of individuals and the protection of the environment.
TUGS & TANK BARGES (DOWNSTREAM)
Complementing its OSV business, Hornbeck also operates a fleet of 14 ocean-going tugs, 13 ocean-going tank barges (net of three retirements) and one coastwise tanker to transport petroleum products, primarily within the northeastern U.S. and Puerto Rico. The Tug & Tank Barge segment not only takes advantage of Hornbeck’s considerable marine expertise, it provides geographic and revenue-source diversification while providing an additional value-added service to its core customers – integrated refiners and major oil and gas companies.
Improving Supply / Demand Fundamentals. Due to the Oil Pollution Act of 1990 (OPA’90) and its mandated vessel retirement schedule, an estimated 33% of the current U.S. single-hulled tank barge supply has recently been removed from service, with an additional 17% to be removed by 2010. Conversely, the U.S. Energy Information Agency estimates consumer demand for petroleum products along the East Coast will grow 1.7% per year over the same period. While industry newbuild and retrofit programs are underway, Hornbeck believes that operational barriers to entry, limited access to capital by privately held competitors and rising steel prices will likely keep this lost capacity from being fully replaced.
While average dayrates for Hornbeck’s tank barges have steadily risen from about $8,500 in 1999 to over $12,600 for the fourth quarter 2004, there are reasons to believe long-term dayrates could continue to move higher still, as upward pressure is exerted from declining supply, stable demand and the premium necessary to attract new capital to build incremental double-hulled capacity.
Growth Initiative. In late 2003, Hornbeck commenced a tank barge newbuild program. Presently, five double-hulled tank barges (four of which are already committed to customers) are under construction and scheduled to be delivered throughout 2005. As a result and net of three recent OPA’90 retirements, Hornbeck’s fleet capacity is expected to grow 28% to 1.48 MMbbls, with 46% of its fleet comprised of higher-margin double-hulled capacity, up from 7% today.
Stable Cash Flow. The Tug & Tank Barge segment provides significant financial support, particularly during soft OSV cycles. Once its five new tank barges are fully in service, annualized downstream EBITDA is expected to potentially double, generating sufficient annual cash flow to cover 100% of all company-wide fixed charges, including interest expense and drydocking expenditures.
| Page 2 | ©2005 Hornbeck Offshore Services, Inc. All Rights Reserved. |
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March 2005 |
| 1) | EBITDA is a non-GAAP financial measure; see page 4 for GAAP reconciliation. |
| 2) | EBITDA margin is equal to EBITDA divided by period revenues. |
| 3) | Return on capital employed is equal to tax-affected earnings (net income) before interest and taxes divided by average capital employed. |
| 4) | OSV Peer Group average excludes TMAR in Relative Stock Price Performance calculation given its recent bankruptcy. |
| 5) | 2005E EBITDA represents mean of Wall Street expectations as compiled by Thomson/First Call, except SBLK (which has no analyst coverage) and HOS (which uses mid-point of reported Company guidance). The Company does not endorse consensus Street estimates relating to the Company, and there is no guarantee that the Company will achieve the result of such estimates. |
| 6) | SBLK and TMAR are excluded from OSV Peer Group Average calculation. |
| ©2005 Hornbeck Offshore Services, Inc. All Rights Reserved. |
Page 3 |
Fact Sheet
Company Headquarters
103 Northpark Boulevard, Suite 300
Covington, LA 70433
United States of America
NYSE: HOS
(985) 727-2000
ir@hornbeckoffshore.com
www.HornbeckOffshore.com
Reader Advisory and Forward Looking Statements
This Fact Sheet is presented as a brief company overview for the information of investors, analysts and other parties with an interest in the Company. Hornbeck’s management hopes that this Fact Sheet will encourage analysts and investors to investigate more about the Company through its Securities and Exchange Commission (SEC) filings, press releases and other public materials. This Fact Sheet does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company. This Fact Sheet contains forward-looking statements, including, in particular, statements about Hornbeck’s plans, strategies and prospects. These statements are based on the Company’s current assumptions, expectations and projections about future events, which are subject to a wide range of business risks. The Company encourages investors to review the information regarding the risks inherent to Hornbeck and its industry, as described in its Annual Report on Form 10-K for the year ended December 31, 2003, a copy of which is available free of charge over the Internet at the SEC’s website at http://www.sec.gov and at the Company’s website at www.hornbeckoffshore.com. This Fact Sheet does not purport to be all-inclusive or to contain all of the information that a reader may desire as to the structure or the affairs of the Company. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, the Company can give no assurance that these assumptions will prove to be correct or that financial or market forecasts, savings or other benefits anticipated in the forward-looking statements will be achieved. Forward-looking statements are not guarantees of future performance and actual results may differ materially from those projected. The information contained in this Fact Sheet is only current as of its date and the Company undertakes no obligation to update this Fact Sheet.
Regulation G EBITDA Reconciliation
This Fact Sheet contains references to the non-GAAP financial measure of Earnings (net income) before Interest, Taxes, Depreciation, and Amortization, or EBITDA. Reconciliations of this financial measure to the most directly comparable GAAP financial measure are provided in the table below. Management’s opinion regarding the usefulness of such measure 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 SEC.
Reconciliation of EBITDA to Net Income (Loss) ($mm)
| Year Ended December 31, | 1998 |
1999 |
2000 |
2001 |
2002 |
2003 |
2004 |
2005E2) |
2006E2),3) |
Peak4) | ||||||||||||||||||||||||
| Net income (loss), as reported |
($ | 1.4 | ) | ($ | 1.7 | ) | ($ | 4.5 | ) | $ | 7.0 | $ | 11.6 | $ | 11.2 | ($ | 2.5 | ) | $ | 19.6 | $ | 28.4 | $ | 39.7 | ||||||||||
| Adjustment for loss on early extinguishment of debt, net of taxes1) |
— | — | — | 2.0 | — | — | 14.7 | 1.1 | — | — | ||||||||||||||||||||||||
| Net income (loss), as adjusted |
($ | 1.4 | ) | ($ | 1.7 | ) | ($ | 4.5 | ) | $ | 9.0 | $ | 11.6 | $ | 11.2 | $ | 12.2 | $ | 20.7 | $ | 28.4 | $ | 39.7 | |||||||||||
| Interest expense: |
||||||||||||||||||||||||||||||||||
| Debt obligations |
1.2 | 5.3 | 8.2 | 10.7 | 16.2 | 18.5 | 17.7 | 12.1 | 14.5 | 14.5 | ||||||||||||||||||||||||
| Put warrants |
1.5 | 2.3 | 7.3 | 3.0 | — | — | — | — | — | — | ||||||||||||||||||||||||
| Income tax expense (benefit) |
(0.2 | ) | 0.3 | 1.6 | 6.7 | 7.1 | 6.9 | 6.4 | 12.5 | 17.1 | 23.8 | |||||||||||||||||||||||
| Depreciation and amortization |
1.3 | 3.1 | 5.2 | 7.7 | 12.3 | 17.6 | 23.1 | 27.2 | 30.0 | 30.0 | ||||||||||||||||||||||||
| EBITDA |
$ | 2.4 | $ | 9.3 | $ | 17.7 | $ | 37.1 | $ | 47.3 | $ | 54.2 | $ | 59.5 | $ | 72.5 | $ | 90.0 | $ | 108.0 | ||||||||||||||
| 1) | 2001 results were impacted by a $2.0 million after-tax ($0.19 per diluted share) charge on early extinguishment of debt relating to the July 2001 bond offering. 2004 results were impacted by a $14.7 million after-tax ($0.75 per diluted share) charge on early extinguishment of debt relating to the November 2004 bond refinancing. The Company also expects to report a $1.1 million after-tax ($0.05 per diluted share) charge on early extinguishment of debt in the first quarter of 2005. |
| 2) | Reflects mid-point of reported Company guidance and estimates for each income statement metric. |
| 3) | Reported Company guidance for 2006E assumes a full-year contribution from all five new barges currently under construction, which is expected to result in EBITDA from the Tug and Tank Barge segment of approximately 37% to 40% of the mid-point of the reported Company-wide 2006E guidance range of $85 million to $95 million. |
| 4) | Peak scenario illustrates OSV operating leverage with the following pro forma assumptions: full-year contribution from OSV fleet (24 vessels), historical peak average dayrates and full practical utilization level of 97.5% assuming a normalized drydocking schedule. All other assumptions including OSV cash operating expense, SG&A, and Tug and Tank Barge fleet EBITDA contribution are consistent with 2006E guidance assumptions. |
©2005 Hornbeck Offshore Services, Inc.
All Rights Reserved.