Helix closes Hornbeck deal, rebrands as Hornbeck
Helix Energy Solutions Group, Inc. (HLX) completed its previously announced merger with Legacy Hornbeck Offshore Services.
Rhea-AI Filing Summary
Helix Energy Solutions Group, Inc. (HLX) completed its previously announced merger with Legacy Hornbeck Offshore Services. Helix converted to a Delaware corporation, completed a two-step merger, and was renamed Hornbeck Offshore Services, Inc., whose common stock is expected to trade on the NYSE as “HOS”.
Legacy Hornbeck shareholders received 10.27167 shares of new common stock for each Legacy Hornbeck share, with cash paid for fractional shares. Legacy Creditor Warrants and equity awards were converted into Hornbeck equity or cash, and Jones Act Warrants are now exercisable for 10.27167 shares each, subject to citizenship restrictions.
Legacy Hornbeck’s 2025 results show revenue of $719.8 million and net income of $173.4 million, with total assets of $1.15 billion and equity of $568.4 million. The company has $440.6 million of second-lien term debt due 2033 and an undrawn first-lien revolver, recently upsized to $125 million, while a $120 million ABL facility was terminated with no borrowings outstanding. Governance transitioned to a new board and management team aligned with the combined business.
Positive
- Legacy Hornbeck revenue and earnings growth: 2025 revenue was $719.8 million with net income of $173.4 million, up from $640.9 million revenue and $92.8 million net income in 2024, indicating a stronger earnings base for the combined company.
- Stronger liquidity platform: the First Lien Revolving Credit Facility commitments were increased to $125 million from $75 million, the uncommitted incremental capacity rose to $175 million, and a $120 million ABL facility was terminated with no outstanding borrowings.
- Improved equity position: as of December 31, 2025, Legacy Hornbeck reported total stockholders’ equity of $568.4 million versus $434.1 million a year earlier, providing a larger capital base post-merger.
Negative
- High secured leverage and interest cost: second-lien term loans due 2033 total $448.3 million gross principal (carrying value $440.6 million) at a fixed 9.25% rate, with 2025 interest expense of $32.6 million, creating a meaningful ongoing cash interest burden.
Filing Explained
The completed merger issued 37.8 million shares, diluting existing holders; 8.6 million additional warrant shares remain exercisable.
At the
The filing distinguishes these Consenting Stockholder Shares and the shares underlying those warrants from other merger shares registered on Form S-4: these securities are unregistered and may not be offered or sold in the United States without registration or an applicable exemption.
The amended first-lien facility increases total revolving commitments to
A specified open item is the pro forma financial information for the combined company, which the filing says it intends to provide by amendment no later than 71 calendar days after the report’s filing deadline.
8-K Event Classification
Key Figures
Key Terms
Jones Act regulatory
Amended and Restated Jones Act Warrant Agreement financial
Second Lien Term Loans due 2033 financial
First Lien Revolving Credit Facility financial
fresh-start accounting financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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| 1 | Hornbeck Offshore Services, Inc.’s common stock is expected to commence trading under the ticker symbol “HOS” on September 2, 2026. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
INTRODUCTORY NOTE
As previously disclosed, on April 22, 2026, Helix Energy Solutions Group, Inc., a Minnesota corporation (“Helix”), entered into that certain Agreement and Plan of Merger (the “Merger Agreement”), with Hornbeck Offshore Services, Inc., a Delaware corporation (“Legacy Hornbeck”), Odyssey Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Helix (“Parent Sub”), and Hercules Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Helix (“LLC Sub”). On September 1, 2026, following approval by the shareholders of Helix at a special meeting held on August 31, 2026 (the “Special Meeting”) and pursuant to and in accordance with the terms of the Merger Agreement, (i) Helix converted from a Minnesota corporation to a Delaware corporation (the “Conversion” and, Helix following such Conversion, “Helix Delaware”); (ii) following the Conversion, Parent Sub merged with and into Legacy Hornbeck (the “First Company Merger” and the effective time of such merger, the “Effective Time”), with Legacy Hornbeck surviving the First Company Merger as a wholly owned subsidiary of Helix Delaware (Legacy Hornbeck, as the surviving corporation in the First Company Merger, the “Surviving Corporation”); and (iii) one minute after the Effective Time, the Surviving Corporation merged with and into LLC Sub (the “Second Company Merger” and, together with the First Company Merger, the “Mergers”), with LLC Sub surviving the Second Company Merger as a wholly owned subsidiary of Helix Delaware. Following the Mergers, Helix Delaware was renamed “Hornbeck Offshore Services, Inc.” (Helix Delaware, following the Mergers, the “Company” and, following the renaming, “Hornbeck”). It is expected that Hornbeck’s Common Stock (as defined below) will begin trading on the New York Stock Exchange under the new name and ticker symbol “HOS” on September 2, 2026.
At the Effective Time, (x) each issued and outstanding share of Helix common stock, without par value, converted into one share of common stock, par value $0.00001 per share, of Helix Delaware (“Common Stock”), and (y) each issued and outstanding share of Helix preferred stock, par value $0.01 per share, converted into one share of preferred stock, par value $0.00001 per share, of Helix Delaware. Further, upon the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, each share of Legacy Hornbeck common stock, par value $0.00001 per share, issued and outstanding immediately prior to the Effective Time (other than Excluded Shares and Dissenting Shares (each as defined in the Merger Agreement)) was automatically converted into the right to receive 10.27167 validly issued, fully paid and nonassessable shares of Common Stock, plus the cash value of any fractional shares that is payable pursuant to the Merger Agreement.
Additionally, at the Effective Time, (i) each outstanding Legacy Hornbeck warrant issued pursuant to that certain Creditor Warrant Agreement, dated as of September 4, 2020, as amended (the “Legacy Creditor Warrants”), was converted into the right to receive, in accordance with the Merger Agreement, a number of shares of Common Stock equal to the number of such holder’s Legacy Creditor Warrants multiplied by 7.556, plus the cash value of any fractional share that is payable pursuant to the Merger Agreement, (ii) each Legacy Hornbeck performance restricted stock unit award and restricted stock unit award that was outstanding as of immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive, in accordance with the Merger Agreement, a number of shares of Common Stock, (iii) each Helix restricted stock award that was outstanding immediately prior to the Effective Time fully vested as a share of Common Stock, (iv) each Helix performance share unit award and Helix restricted stock unit award that was outstanding as of immediately prior to the Effective Time was canceled and the holder thereof became entitled to receive, in accordance with the Merger Agreement, a cash settlement, (v) each Legacy Hornbeck stock option that was outstanding as of immediately prior to the Effective Time is fully vested, assumed by the Company and converted into, in accordance with the Merger Agreement, a number of options in respect of Common Stock and (vi) each outstanding Legacy Hornbeck warrant issued pursuant to the Jones Act Warrant Agreement, dated as of September 4, 2020, as amended, restated or supplemented (the “Original Jones Act Warrant Agreement”), was assumed by the Company on a one-for-one basis, and subject to the applicable Jones Act (as defined below) restrictions in the Certificate of Incorporation (as defined below), became exercisable into a number of shares of Common Stock pursuant to the Amended and Restated Jones Act Warrant Agreement (as defined below).
The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 hereto and incorporated herein by reference.
The issuance of shares of Common Stock pursuant to the terms of the Merger Agreement, other than shares of Common Stock issued to the Consenting Stockholders (as defined below), and other shares of Common Stock reserved for issuance in connection with the Mergers, were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Helix’s registration statement on Form S-4, as amended (File No. 333-296508), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2026. The proxy statement/prospectus (the “Proxy Statement/Prospectus”) included in the registration statement, as amended and supplemented, contains additional information about the Mergers.
| Item 1.01. | Entry into a Material Definitive Agreement. |
Amended and Restated Jones Act Warrant Agreement
In connection with the Mergers, on September 1, 2026, the Company entered into the Amended and Restated Jones Act Warrant Agreement by and among the Company, LLC Sub (as successor by merger to Legacy Hornbeck) and Equiniti Trust Company, LLC (“EQ”), as warrant agent (the “Amended and Restated Jones Act Warrant Agreement”), which amended and restated in its entirety the Original Jones Act Warrant Agreement, related to compliance with United States citizenship and cabotage laws commonly referred to as the “Jones Act,” which are principally contained in 46 U.S.C. §§ 50501(a), (b) and (d) and 46 U.S.C. Chapters 121 and 551.
The Amended and Restated Jones Act Warrant Agreement provides that each Legacy Hornbeck warrant issued pursuant to the Original Jones Act Warrant Agreement that was outstanding as of immediately prior to the Effective Time was assumed by the Company (each, a “Jones Act Warrant”) and, subject to the applicable Jones Act restrictions in the Certificate of Incorporation, became exercisable for 10.27167 shares of Common Stock.
The foregoing description of the Amended and Restated Jones Act Warrant Agreement and the Jones Act Warrants is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Jones Act Warrant Agreement, which is filed as Exhibit 4.1 hereto and incorporated by reference into this Item 1.01.
Amended and Restated Jones Act Anti-Dilution Warrant Agreement
On September 1, 2026, in connection with the Mergers and the entry into the Amended and Restated Jones Act Warrant Agreement, the Company entered into the Amended and Restated Jones Act Anti-Dilution Warrant Agreement by and among the Company, LLC Sub (as successor by merger to Legacy Hornbeck) and EQ, as warrant agent (the “Amended and Restated Jones Act Anti-Dilution Warrant Agreement”), which amended and restated in its entirety that certain Jones Act Anti-Dilution Warrant Agreement, dated as of September 4, 2020.
The Amended and Restated Jones Act Anti-Dilution Warrant Agreement provides for the issuance by the Company, from time to time, of anti-dilution warrants exercisable for non-interest-bearing demand notes issuable by the Company (the “Anti-Dilution Warrants”). The Anti-Dilution Warrants are issuable to holders of Jones Act Warrants in the event that cash dividends are paid on the Common Stock, in order to preserve the economic value of the Jones Act Warrants.
The foregoing description of the Amended and Restated Jones Act Anti-Dilution Warrant Agreement and the Anti-Dilution Warrants is not complete and is qualified in its entirety by reference to the full text of the Amended and Restated Jones Act Anti-Dilution Warrant Agreement, which is filed as Exhibit 4.2 hereto and incorporated by reference into this Item 1.01.
Second Amendment to First Lien Revolving Credit Agreement
On August 28, 2026, Legacy Hornbeck entered into that certain Second Amendment (“First Lien Amendment”) to the Credit Agreement, dated as of August 13, 2024, as amended by that certain First Amendment to Credit Agreement, dated as of December 27, 2024, by and among Legacy Hornbeck, as borrower, DNB Bank ASA, New York Branch, as administrative agent, Wilmington Trust, National Association, as collateral agent and collateral trustee, and the lenders party thereto (as amended by the First Lien Amendment, the “First Lien Credit Agreement”). The First Lien Amendment amends the First Lien Credit Agreement to permit the occurrence of the Merger, subject to customary conditions, including no default or event of default and satisfaction of certain financial covenants.
First Amendment to Second Lien Term Loan Credit Facility
On August 28, 2026, Legacy Hornbeck entered into that certain First Amendment (“Second Lien Amendment”) to the Second Lien Term Loan Credit Agreement, dated as of December 27, 2024, by and among Legacy Hornbeck, as borrower, Stonebriar Commercial Finance, LLC, as administrative Agent, Wilmington Trust, National Association, as collateral trustee, and the lenders party thereto (the “Second Lien Credit Agreement”). The Second Lien Amendment amends the Second Lien Credit Agreement to permit the occurrence of the Merger, subject to customary conditions, including no default or event of default.
First Incremental Facility Amendment to First Lien Revolving Credit Facility
Legacy Hornbeck (as succeeded by LLC Sub) and certain of its subsidiaries entered into that certain First Incremental Facility Amendment (the “First Incremental Facility Amendment”), dated as of August 28, 2026 and effective as of September 1, 2026, to the First Lien Credit Agreement. The First Incremental Facility Amendment increases the total revolving commitments to $125 million from $75 million and increases the uncommitted incremental facility capacity to $175 million upon satisfaction of certain customary conditions.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 1.02. | Termination of a Material Definitive Agreement. |
Termination of Helix ABL Credit Facility
At the Effective Time, Helix terminated its existing $120 million asset-based credit agreement, dated as of September 30, 2021 (as amended, the “Helix ABL Facility”), with Bank of America, N.A., as agent, and the financial institutions party thereto as lenders. In connection with the termination, the liens and guarantees securing the Helix ABL Facility were released. There were no outstanding borrowings under the Helix ABL Facility.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth or incorporated by reference in the Introductory Note of this Current Report on Form 8-K (this “Current Report”) is incorporated by reference into this Item 2.01.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 above under the caption “First Incremental Facility Amendment to First Lien Revolving Credit Facility” is incorporated by reference into this Item 2.03.
| Item 3.02. | Unregistered Sales of Equity Securities. |
Certain stockholders of Legacy Hornbeck (the “Consenting Stockholders”) delivered a written consent adopting the Merger Agreement and approving the transactions contemplated thereby. Pursuant to the Merger Agreement, the Consenting Stockholders were issued an aggregate of 37,818,435 shares of Common Stock (the “Consenting Stockholder Shares”). Additionally, an aggregate of 8,617,903 Jones Act Warrants held by the Consenting Stockholders were assumed by the Company pursuant to the Amended and Restated Jones Act Warrant Agreement (the “Consenting Stockholder Jones Act Warrants” and, such shares of Common Stock underlying the Consenting Stockholder Jones Act Warrants, the “Jones Act Warrant Shares”). The issuance of the Consenting Stockholder Shares was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof. The Consenting Stockholder Shares and the Jones Act Warrant Shares have not been registered under the Securities Act or any state securities laws, and the Consenting Stockholder Shares and the Jones Act Warrant Shares (when issued) may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, in Item 1.01 under the captions “Amended and Restated Jones Act Warrant Agreement” and “Amended and Restated Jones Act Anti-Dilution Warrant Agreement,” and in Item 5.03 of this Current Report is incorporated by reference into this Item 3.03.
| Item 5.01. | Changes in Control of Registrant. |
The information set forth under the Introductory Note and Item 5.02 of this Current Report is incorporated by reference into this Item 5.01.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Resignations
On August 31, 2026, Messrs. Owen Kratz and T. Mitch Little and Mses. Diana Glassman, Paula Harris and Amy H. Nelson submitted their resignations from the board of directors of Helix Delaware (the “Helix Board”), effective as of the Effective Time and, as of the Effective Time, ceased to be directors of Helix (collectively, the “Resignations”).
Appointment of New Directors
Effective as of immediately following the Resignations, in accordance with the Certificate of Incorporation and the director selection process provided for in the Merger Agreement, the board of directors of Hornbeck (the “Board”) consisted of Messrs. William L. Transier, Benjamin M. Fink, John V. Lovoi, Aaron M. Rosen, Bobby Jindal, Kevin O. Meyers and Todd M. Hornbeck. Messrs. Transier and Lovoi were members of the Helix Board prior to the Effective Time and Messrs. Rosen, Jindal and Hornbeck (each, a “New Director”) were members of the board of directors of Legacy Hornbeck (the “Legacy Hornbeck Board”) prior to the Effective Time. Further, pursuant to that certain Securityholders Agreement, dated as of April 22, 2026, by and among Helix and each of the securityholders party thereto (the “Securityholders Agreement”), Messrs. Rosen and Meyers were designated to be directors of the Board by the Ares Investor (as defined in the Securityholders Agreement) and Mr. Jindal was designated to be a director of the Board by the Whitebox Investor (as defined in the Securityholders Agreement). The foregoing description of the Securityholders Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securityholders Agreement, which is filed as Exhibit 4.3 hereto.
The biographies of each of the New Directors were previously reported in the Proxy Statement/Prospectus under the section titled “Management Following the Mergers” and are incorporated herein by reference.
In addition, as of the Effective Time, in accordance with the process provided for in the Merger Agreement, Mr. Transier was appointed as Chairman of the Board. Director appointees will serve until the earlier of (i) the 2027 annual meeting for Messrs. Hornbeck and Meyers, the 2028 annual meeting for Messrs. Transier and Rosen, and the 2029 annual meeting for Messrs. Jindal, Fink and Lovoi or (ii) such director’s resignation or removal.
None of the New Directors is related to any officer or director of the Company. With respect to each of the New Directors, there are no arrangements or understandings between such director and any other persons pursuant to which he or she will serve as a director, other than the Merger Agreement and, with respect to Messrs. Rosen, Meyers and Jindal, the Securityholders Agreement.
Committee Appointments
At the Effective Time, the Audit Committee, the Nomination and Governance Committee (to be renamed the Nominating, Corporate Governance and Business Sustainability Committee) and the Compensation Committee of the Board were formed and constituted as described below:
| Audit Committee | Nominating, Corporate Governance and Business Sustainability Committee |
Compensation Committee | ||
| Benjamin M. Fink (Chair) Kevin O. Meyers William L. Transier |
John V. Lovoi (Chair) Bobby Jindal Kevin O. Meyers |
Bobby Jindal (Chair) John V. Lovoi Benjamin M. Fink | ||
Officer Departures and Appointments
As of the Effective Time, Mr. Kratz no longer serves as the President and Chief Executive Officer, Mr. Erik Staffeldt no longer serves as Executive Vice President and Chief Financial Officer and Mr. Ken Neikirk no longer serves as Executive Vice President, General Counsel and Corporate Secretary, and their employment was terminated. Each executive will receive the change in control severance payments to which he is entitled under his employment agreement with Helix, subject to his execution and non-revocation of a release of claims.
The compensation committee of the Helix Board approved a special bonus of $300,000 for each of Mr. Staffeldt and Mr. Neikirk, payable upon the completion of the Mergers, in recognition of their extraordinary efforts toward a successful completion of the Mergers and related transactions.
In addition, as of the Effective Time, in accordance with the officer selection process set forth in the Merger Agreement, the Board appointed the following executive officers of the Company:
| • | Todd M. Hornbeck, as President and Chief Executive Officer |
| • | R. Potter Adams, as Executive Vice President and Chief Financial Officer |
| • | Brian M. Cook, as Executive Vice President and Chief Accounting Officer |
| • | Samuel A. Giberga, as Executive Vice President, General Counsel and Corporate Secretary |
| • | Scotty A. Sparks, as Executive Vice President and Chief Operating Officer, Subsea Services and Well Intervention |
| • | Ben D. Todd, as Executive Vice President and Chief Operating Officer, Marine Transportation and Specialty |
Further, as of the Effective Time, Mr. Hornbeck was appointed principal executive officer, Mr. Adams as principal financial officer and Mr. Cook as principal accounting officer. There are no family relationships among any of the Company’s newly appointed principal officers. None of the Company’s newly appointed principal officers has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The biographies of each of Messrs. Hornbeck, Adams, Giberga, Sparks and Todd were previously reported in the Proxy Statement/Prospectus under the section titled “Management Following the Mergers” and are incorporated herein by reference.
Brian M. Cook. Mr. Cook, age 48, joined Legacy Hornbeck in 2005 and has served as Executive Vice President and Chief Accounting Officer since September 2026. Since joining Legacy Hornbeck in December 2005, Mr. Cook has held accounting, finance and supply chain leadership roles of increasing responsibility and most recently served
as Senior Vice President and Chief Accounting Officer from March 2020 until September 2026. Prior to joining Legacy Hornbeck, Mr. Cook worked in the assurance practice of Ernst & Young LLP from June 2002 to December 2005, ultimately serving as Audit Manager, and in staff-level positions in the audit and assurance practice of Arthur Andersen LLP from December 2000 to June 2002. Mr. Cook is an active certified public accountant and a Chartered Global Management Accountant in Louisiana and is a member of the American Institute of Certified Public Accountants and the Society of Louisiana Certified Public Accountants. Mr. Cook received a Bachelor of Science degree in Accounting from Louisiana State University.
Consulting Agreement with Owen Kratz
On August 31, 2026, Helix entered into a consulting agreement with Mr. Kratz (the “Consulting Agreement”), effective as of the Effective Time, pursuant to which he will provide consulting services to the Company, for up to 30 hours per month, as are reasonably requested by the Chief Executive Officer of the Company, including, without limitation, services relating to transition and integration, strategic and operational initiatives and customer relations. The Consulting Agreement will terminate on the one-year anniversary of the Effective Time, unless earlier terminated by Mr. Kratz or by the Company, if Mr. Kratz materially breaches the agreement or commits other specified cause events.
In consideration of the services to be provided under the Consulting Agreement, the Company will pay Mr. Kratz a fee at the annualized rate of $800,000, payable in equal monthly installments in arrears. Pursuant to the Consulting Agreement, Mr. Kratz has agreed to confidentiality and non-disparagement obligations in favor of Helix.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement, which is filed as Exhibit 10.2 hereto and incorporated by reference into this Item 5.02.
Entry into Indemnification Agreements
On September 1, 2026, the Company entered into indemnification agreements with each of its directors and executive officers (the “Indemnification Agreements”). The Indemnification Agreements, among other things, require the Company to indemnify these individuals to the fullest extent permitted by Delaware law, including for certain expenses (including attorneys’ fees) actually and reasonably incurred by such person.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Indemnification Agreement, which is filed as Exhibit 10.3 hereto and incorporated by reference into this Item 5.02.
2026 Annual Bonus Determination
On August 31, 2026, the Compensation Committee of the Helix Board approved an annual bonus for Mr. Sparks under the Helix 2026 short-term incentive program equal to 150% of his target bonus opportunity, subject to his continued employment with the Company through the regular payment date in 2027 (except as may otherwise be provided in an applicable plan or agreement). The Compensation Committee determined that because the performance metrics under the program that were approved by the Compensation Committee in March 2026 will no longer be applicable following the Effective Time, the amount of the annual bonus earned by Mr. Sparks will be based on achievement of the key performance indicators for the first half of 2026 (which were deemed earned at 120% of target) and a discretionary merit adjustment equal to 30% of the target bonus.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Delaware Conversion, Certificate of Incorporation and Bylaws
As previously reported on Helix’s Current Report on Form 8-K filed August 31, 2026 (the “Special Meeting Current Report”), at the Special Meeting, Helix shareholders approved a plan of conversion (the “Plan of Conversion”) providing for, among other things, the conversion of Helix from a Minnesota corporation to a Delaware corporation, the filing of the Company’s Certificate of Incorporation (as amended, the “Certificate of Incorporation”) and adoption of the Company’s bylaws (as amended and restated, the “Bylaws”).
Additionally, at the Special Meeting, Helix shareholders voted on proposals to approve various provisions of the Certificate of Incorporation, which included the Authorized Share Increase Proposal, the Jones Act Provisions Proposal, the D&O Citizenship Matters Proposal, the Exclusive Forum Proposal, the Officer Exculpation Proposal, the Removal of Supermajority Approval Requirement Proposal and the Corporate Opportunities Proposal, each as described in the Proxy Statement/Prospectus (the “Charter Proposals”). As previously reported in the Special Meeting Current Report, the shareholders approved each of the Authorized Share Increase Proposal, the Jones Act Provisions Proposal, the D&O Citizenship Matters Proposal, the Exclusive Forum Proposal, the Officer Exculpation Proposal and the Removal of Supermajority Approval Requirement Proposal, and voted against the Corporate Opportunities Proposal.
On August 31, 2026, Helix filed articles of conversion with the Secretary of State of the State of Minnesota and filed a certificate of conversion with the Secretary of State of the State of Delaware, changing its jurisdiction of incorporation from Minnesota to Delaware effective as of September 1, 2026. Pursuant to the Plan of Conversion, the Certificate of Incorporation (including only the provisions approved by the Helix shareholders at the Special Meeting) became effective and the Bylaws were adopted as of September 1, 2026, prior to the consummation of the Mergers.
The material differences between the corporation laws of Minnesota and Delaware, the material terms of the Certificate of Incorporation and the Bylaws and the general effect of the Conversion upon the rights of holders of the Company’s capital stock were previously reported under the section titled “The Plan of Conversion Proposal” beginning on page 79 of the Proxy Statement/Prospectus and the section titled “Comparison of Stockholders’ Rights” beginning on page 255 of the Proxy Statement/Prospectus, which information is incorporated herein by reference. Further, the material terms of each of the Charter Proposals and the general effect upon the rights of holders of the Company’s capital stock of each Charter Proposal were previously reported under the following sections of the Proxy Statement/Prospectus, which information is incorporated herein by reference: the Authorized Share Increase Proposal (beginning on page 76 of the Proxy Statement/Prospectus), the Jones Act Provisions Proposal (beginning on page 87 of the Proxy Statement/Prospectus), the D&O Citizenship Matters Proposal (beginning on page 90 of the Proxy Statement/Prospectus), the Exclusive Forum Proposal (beginning on page 92 of the Proxy Statement/Prospectus), the Officer Exculpation Proposal (beginning on page 94 of the Proxy Statement/Prospectus), the Removal of Supermajority Approval Requirement Proposal (beginning on page 96 of the Proxy Statement/Prospectus) and the Corporate Opportunities Proposal (beginning on page 98 of the Proxy Statement/Prospectus).
Name Change Amendments
On September 1, 2026, immediately following the consummation of the Mergers, the Company filed an amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware in order to change the Company’s name to “Hornbeck Offshore Services, Inc.” (the “Name Change Amendment”). The filing of the Name Change Amendment was authorized and adopted by the Helix Board following the Conversion and ratified by the Board. The Name Change Amendment became effective upon filing.
On September 1, 2026, the Board amended and restated the Bylaws solely to reflect the change of the Company’s name to “Hornbeck Offshore Services, Inc.”
The foregoing descriptions of the Certificate of Incorporation, the Name Change Amendment and the Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate of Incorporation, the Name Change Amendment and the Bylaws, which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated by reference into this Item 5.03.
| Item 7.01. | Regulation FD Disclosure. |
On September 1, 2026, the Company issued a press release announcing the closing of the Mergers, a copy of which is furnished herewith as Exhibit 99.3 and is incorporated herein by reference.
The information contained in Item 7.01 of this Current Report, including Exhibit 99.3, is being “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filings under the Securities Act or the Exchange Act, except as shall be set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Business Acquired.
The audited consolidated balance sheets of Legacy Hornbeck as of December 31, 2025 and 2024, the related audited consolidated statements of operations, statements of comprehensive income, statements of changes in stockholders’ equity, and statements of cash flows for each of the years ended December 31, 2025, 2024 and 2023, and the notes related thereto, are filed as Exhibit 99.1 and are incorporated by reference into this Item 9.01(a).
The unaudited consolidated balance sheets of Legacy Hornbeck as of June 30, 2026 and December 31, 2025, the related unaudited consolidated statements of operations, statements of comprehensive income, statements of changes in stockholders’ equity, and statements of cash flows for the three and six months ended June 30, 2026 and 2025, and the notes related thereto, are filed as Exhibit 99.2 and are incorporated by reference into this Item 9.01(a).
(b) Pro Forma Financial Information.
The Company intends to file the pro forma financial information required to be filed pursuant to Item 9.01(b) of Form 8-K by amendment to this Current Report not later than 71 calendar days after the date this Current Report is required to be filed.
(d) Exhibits
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc., Hornbeck Offshore Services, Inc., Odyssey Sub, Inc. and Hercules Sub LLC (incorporated by reference to Exhibit 2.1 to Helix’s Current Report on Form 8-K filed on April 24, 2026). | |
| 3.1 | Certificate of Incorporation of Helix Energy Solutions Group, Inc. | |
| 3.2 | Certificate of Amendment to Certificate of Incorporation of Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.). | |
| 3.3 | Amended and Restated Bylaws of Hornbeck Offshore Services, Inc. | |
| 4.1 | Amended and Restated Jones Act Warrant Agreement, by and among Hercules Sub LLC (as successor by merger to Hornbeck Offshore Services, Inc.), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.) and Equiniti Trust Company, LLC, dated as of September 1, 2026. | |
| 4.2 | Amended and Restated Jones Act Anti-Dilution Warrant Agreement, by and among Hercules Sub LLC (as successor by merger to Hornbeck Offshore Services, Inc.), Hornbeck Offshore Services, Inc. (f/k/a Helix Energy Solutions Group, Inc.) and Equiniti Trust Company, LLC, dated as of September 1, 2026. | |
| 4.3 | Securityholders Agreement, dated as of April 22, 2026, by and among Helix Energy Solutions Group, Inc. and each Securityholder Party thereto (incorporated by reference to Exhibit 4.2 to Helix’s Current Report on Form 8-K filed on April 24, 2026). | |
| 10.1 | First Incremental Facility Amendment, by and among Hornbeck Offshore Services, Inc., the guarantors party thereto, the financial institutions as lenders thereto and DNB Bank ASA, New York Branch, as administrative agent. | |
| 10.2 | Consulting Agreement between Helix Energy Solutions Group, Inc. and Owen Kratz, dated as of August 31, 2026. | |
| 10.3 | Form of Indemnification Agreement. | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 99.1 | Audited financial statements of Hornbeck Offshore Services, Inc. as of December 31, 2025 and 2024 and for each of the years ended December 31, 2025, 2024 and 2023. | |
| 99.2 | Unaudited interim financial statements of Hornbeck Offshore Services, Inc. as of June 30, 2026 and for the three and six months ended June 30, 2026 and 2025. | |
| 99.3 | Press release. | |
| 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. | |
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 hereunto duly authorized.
Date: September 1, 2026
| Hornbeck Offshore Services, Inc. | ||
| By: | /s/ Todd M. Hornbeck | |
| Name: | Todd M. Hornbeck | |
| Title: | President and Chief Executive Officer | |
Exhibit 99.1
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
| Page | ||||
| Report of Independent Registered Public Accounting Firm, dated March 24, 2026 |
2 | |||
| Consolidated Balance Sheets as of December 31, 2025 and 2024 |
4 | |||
| Consolidated Statements of Operations for the Years ended December 31, 2025, 2024 and 2023 |
5 | |||
| Consolidated Statements of Comprehensive Income for the Years ended December 31, 2025, 2024 and 2023 |
6 | |||
| Consolidated Statements of Changes in Stockholders’ Equity for the Years ended December 31, 2025, 2024 and 2023 |
7 | |||
| Consolidated Statements of Cash Flows for the Years ended December 31, 2025, 2024 and 2023 |
8 | |||
| Notes to Consolidated Financial Statements |
9 | |||
1
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Hornbeck Offshore Services, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Hornbeck Offshore Services, Inc. and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2025 and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
2
| Accounting for Income Taxes | ||
| Description of the Matter | As discussed in Note 14 to the consolidated financial statements, the Company recorded a total tax benefit of $11.0 million including current foreign tax expense of $10.9 million and a deferred tax benefit of $22.1 million primarily associated with a partial release of the valuation allowance on its U.S. deferred tax assets for the year ended December 31, 2025. The Company also recorded deferred tax assets of $278.2 million reduced by a valuation allowance of $195.3 million as of December 31, 2025. In addition, the Company recorded a liability of $2.7 million for potential losses from additional taxes, interest and penalties resulting from tax audits in Mexico. Management recognizes tax positions if they are more likely than not to be sustained upon examination, measured as the largest amount of benefit more likely than not to be realized. Management is also required to assess whether the realization of its deferred tax assets is more likely than not and to record a valuation allowance based on this assessment. The Company uses significant judgment in the interpretation and application of complex international tax laws related to uncertain tax positions, and when evaluating the realizability deferred tax assets.
Auditing the calculation of foreign tax expense, including consideration of assessments by tax authorities, and management’s assessment of the realizability of the Company’s deferred tax assets involves complex auditor judgement. Management’s conclusions are based on interpretations of foreign tax laws, evaluation of communications with tax authorities and formulation of assumptions used in the Company’s forecast of domestic income. Regulatory changes and judicial and examination activity may impact foreign tax conclusions including foreign tax expense and fluctuations in actual results from those forecasted can have a material impact on the measurement of deferred tax assets. | |
| How We Addressed the Matter in Our Audit | To test the foreign tax expense, including potential losses from Mexican tax assessments and related uncertain tax positions, and the valuation of U.S. deferred tax assets, we performed audit procedures that included, among others, testing the calculation of foreign taxable income, reading the Company’s communications with tax authorities, evaluating the basis and technical merits of the Company’s interpretation of foreign tax laws, and testing the significant assumptions used by management in its forecast of U.S. income. We compared the significant assumptions used in the Company’s forecast to its business plans as well as current industry and economic trends. We involved our tax professionals to ensure appropriate application and interpretation of foreign tax laws to the calculation of foreign tax expense and evaluating communications with tax authorities. In addition, we evaluated the Company’s disclosure in relation to these matters included in Note 14 to the financial statements | |
/s/ Ernst & Young LLP
We have served as the Company’s auditors since 2002.
New Orleans, Louisiana
March 24, 2026
3
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| December 31, 2025 |
December 31, 2024 |
|||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 54,167 | $ | 80,803 | ||||
| Accounts receivable, net of allowance for credit losses of $7,511 and $7,929, respectively |
164,695 | 145,527 | ||||||
| Prepaid expenses |
4,941 | 4,490 | ||||||
| Taxes receivable |
19,026 | 13,755 | ||||||
| Other current assets |
14,180 | 12,376 | ||||||
|
|
|
|
|
|||||
| Total current assets |
257,009 | 256,951 | ||||||
| Property, plant and equipment, net |
754,135 | 674,729 | ||||||
| Restricted cash |
— | 765 | ||||||
| Deferred charges, net |
97,234 | 72,075 | ||||||
| Deferred tax assets, net |
16,034 | — | ||||||
| Operating lease right-of-use assets |
17,802 | 20,748 | ||||||
| Finance lease right-of-use assets |
10,516 | 1,142 | ||||||
| Other assets |
57 | 57 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,152,787 | $ | 1,026,467 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 58,251 | $ | 71,092 | ||||
| Accrued interest |
3,571 | 578 | ||||||
| Accrued payroll and benefits |
24,429 | 22,267 | ||||||
| Current maturities of long-term debt, net of original issue discount of $1,021 and $0, and deferred financing costs of $334 and $0, respectively |
30,259 | — | ||||||
| Operating lease liabilities |
3,532 | 5,037 | ||||||
| Finance lease liabilities |
4,809 | 457 | ||||||
| Accrued taxes payable |
9,363 | 9,914 | ||||||
| Deferred revenue |
3,918 | 6,694 | ||||||
| Other current liabilities |
4,137 | 1,962 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
142,269 | 118,001 | ||||||
| Long-term debt, net of original issue discount of $4,742 and $6,750, and deferred financing costs of $1,618 and $2,019, respectively |
410,352 | 441,231 | ||||||
| Deferred tax liabilities, net |
— | 6,049 | ||||||
| Operating lease liabilities |
17,245 | 18,861 | ||||||
| Financing lease liabilities |
6,195 | 589 | ||||||
| Other long-term liabilities |
8,364 | 7,594 | ||||||
|
|
|
|
|
|||||
| Total long-term liabilities |
442,156 | 474,324 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
584,425 | 592,325 | ||||||
|
|
|
|
|
|||||
| STOCKHOLDERS’ EQUITY: |
||||||||
| Common stock: $0.00001 par value; 50,000 shares authorized; 5,232 and 5,367 shares issued and outstanding, respectively |
— | — | ||||||
| Additional paid-in capital |
259,166 | 264,869 | ||||||
| Retained earnings |
311,337 | 176,761 | ||||||
| Accumulated other comprehensive loss |
(2,141 | ) | (7,488 | ) | ||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
568,362 | 434,142 | ||||||
|
|
|
|
|
|||||
| Liabilities and stockholders’ equity |
$ | 1,152,787 | $ | 1,026,467 | ||||
|
|
|
|
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
4
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Revenues: |
||||||||||||
| Vessel revenues |
$ | 669,004 | $ | 592,246 | $ | 528,780 | ||||||
| Non-vessel revenues |
50,826 | 48,605 | 44,669 | |||||||||
|
|
|
|
|
|
|
|||||||
| 719,830 | 640,851 | 573,449 | ||||||||||
| Costs and expenses: |
||||||||||||
| Operating expense |
376,291 | 364,584 | 305,463 | |||||||||
| Depreciation expense |
41,554 | 37,812 | 26,355 | |||||||||
| Amortization expense |
43,815 | 26,734 | 21,496 | |||||||||
| General and administrative expense |
74,461 | 71,110 | 66,108 | |||||||||
| Stock-based compensation expense |
7,723 | 9,384 | 19,097 | |||||||||
|
|
|
|
|
|
|
|||||||
| 543,844 | 509,624 | 438,519 | ||||||||||
|
|
|
|
|
|
|
|||||||
| Gain on sale of assets |
13,222 | 42 | 2,702 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income |
189,208 | 131,269 | 137,632 | |||||||||
| Interest expense |
32,559 | 26,382 | 39,802 | |||||||||
| Interest income |
6,518 | 5,763 | 9,755 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net interest expense |
26,041 | 20,619 | 30,047 | |||||||||
|
|
|
|
|
|
|
|||||||
| 163,167 | 110,650 | 107,585 | ||||||||||
|
|
|
|
|
|
|
|||||||
| Other income (expense): |
||||||||||||
| Loss on early extinguishment of debt |
(67 | ) | — | (1,236 | ) | |||||||
| Postponed offering costs |
— | (9,136 | ) | (3,693 | ) | |||||||
| Foreign currency loss |
(692 | ) | (1,434 | ) | (1,559 | ) | ||||||
| Fair value adjustment of liability-classified warrants |
— | 5,412 | (10,917 | ) | ||||||||
| Other income (loss) |
— | (8 | ) | 853 | ||||||||
|
|
|
|
|
|
|
|||||||
| (759 | ) | (5,166 | ) | (16,552 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Income before income taxes |
162,408 | 105,484 | 91,033 | |||||||||
| Income tax expense (benefit) |
(10,982 | ) | 12,682 | 16,495 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net income |
$ | 173,390 | $ | 92,802 | $ | 74,538 | ||||||
|
|
|
|
|
|
|
|||||||
| Basic earnings per common share |
$ | 10.86 | $ | 5.43 | $ | 4.38 | ||||||
|
|
|
|
|
|
|
|||||||
| Diluted earnings per common share |
$ | 9.60 | $ | 4.83 | $ | 3.89 | ||||||
|
|
|
|
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
5
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net income |
$ | 173,390 | $ | 92,802 | $ | 74,538 | ||||||
| Other comprehensive income: |
||||||||||||
| Foreign currency translation income (loss), net of tax |
5,347 | (9,577 | ) | 2,153 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total comprehensive income |
$ | 178,737 | $ | 83,225 | $ | 76,691 | ||||||
|
|
|
|
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
6
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
| Common Shares |
Warrants | Common Stock |
Additional Paid-In Capital |
Retained Earnings (Deficit) |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders Equity |
||||||||||||||||||||||
| Balance at January 1, 2023 |
5,386 | 11,377 | $ | — | $ | 197,006 | $ | 73,890 | $ | (64 | ) | $ | 270,832 | |||||||||||||||
| Issuance of common stock and warrants |
168 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 18,828 | — | — | 18,828 | |||||||||||||||||||||
| Shares withheld for employee withholding taxes |
— | — | — | (5,058 | ) | — | — | (5,058 | ) | |||||||||||||||||||
| Net income |
— | — | — | — | 74,538 | — | 74,538 | |||||||||||||||||||||
| Foreign currency translation income, net |
— | — | — | — | — | 2,153 | 2,153 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at December 31, 2023 |
5,554 | 11,377 | $ | — | $ | 210,776 | $ | 148,428 | $ | 2,089 | $ | 361,293 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Issuance of common stock and warrants |
88 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 8,588 | — | — | 8,588 | |||||||||||||||||||||
| Shares withheld for employee withholding taxes |
— | — | — | (3,716 | ) | — | — | (3,716 | ) | |||||||||||||||||||
| Creditor Warrants reclassified to equity |
— | 1,592 | — | 70,063 | — | — | 70,063 | |||||||||||||||||||||
| Common Stock, Jones Act Warrants, and Creditor Warrants repurchased |
(275 | ) | (945 | ) | — | (13,929 | ) | (64,469 | ) | — | (78,398 | ) | ||||||||||||||||
| MIP awards repurchased |
— | — | — | (6,913 | ) | — | — | (6,913 | ) | |||||||||||||||||||
| Net income |
— | — | — | — | 92,802 | — | 92,802 | |||||||||||||||||||||
| Foreign currency translation loss, net |
— | — | — | — | — | (9,577 | ) | (9,577 | ) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at December 31, 2024 |
5,367 | 12,024 | $ | — | $ | 264,869 | $ | 176,761 | $ | (7,488 | ) | $ | 434,142 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Issuance of common stock and warrants |
52 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 7,028 | — | — | 7,028 | |||||||||||||||||||||
| Shares withheld for employee withholding taxes |
— | — | — | (1,397 | ) | — | — | (1,397 | ) | |||||||||||||||||||
| Common Stock, Jones Act Warrants, and Creditor Warrants repurchased |
(187 | ) | (440 | ) | — | (7,586 | ) | (38,814 | ) | — | (46,400 | ) | ||||||||||||||||
| MIP awards repurchased |
— | — | — | (3,748 | ) | — | — | (3,748 | ) | |||||||||||||||||||
| Net income |
— | — | — | — | 173,390 | — | 173,390 | |||||||||||||||||||||
| Foreign currency translation income, net |
— | — | — | — | — | 5,347 | 5,347 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at December 31, 2025 |
5,232 | 11,584 | $ | — | $ | 259,166 | $ | 311,337 | $ | (2,141 | ) | $ | 568,362 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
7
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Year ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||||||
| Net income |
$ | 173,390 | $ | 92,802 | $ | 74,538 | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||
| Depreciation expense |
41,554 | 37,812 | 26,355 | |||||||||
| Amortization expense |
43,815 | 26,734 | 21,496 | |||||||||
| Stock-based compensation expense |
7,723 | 9,384 | 19,097 | |||||||||
| Loss on early extinguishment of debt |
67 | — | 1,236 | |||||||||
| Provision for (recovery of) credit losses |
(418 | ) | 1,622 | 551 | ||||||||
| Deferred tax expense (benefit) |
(6,049 | ) | 4,607 | 1,340 | ||||||||
| Amortization of deferred financing costs and original issue discount |
1,889 | 213 | 383 | |||||||||
| Amortization of deferred contract-specific costs of sales |
2,774 | 700 | 1,028 | |||||||||
| Accumulated (refinanced) paid-in-kind-interest |
— | (74,375 | ) | 7,763 | ||||||||
| Mark-to-market adjustment of creditor warrants |
— | (5,412 | ) | 10,917 | ||||||||
| Gain on sale of assets |
(13,222 | ) | (42 | ) | (2,702 | ) | ||||||
| Changes in operating assets and liabilities: |
||||||||||||
| Accounts receivable |
(16,203 | ) | (25,706 | ) | (8,553 | ) | ||||||
| Deferred drydocking charges |
(63,921 | ) | (59,491 | ) | (29,828 | ) | ||||||
| Other current and long-term assets |
(24,439 | ) | (1,198 | ) | (3,550 | ) | ||||||
| Accounts payable |
(7,085 | ) | 11,151 | 15,385 | ||||||||
| Accrued interest |
2,993 | 338 | (160 | ) | ||||||||
| Accrued liabilities and other liabilities |
(793 | ) | (2,662 | ) | 10,819 | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
142,075 | 16,477 | 146,115 | |||||||||
|
|
|
|
|
|
|
|||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||||||
| Maintenance capital improvements |
(23,123 | ) | (16,171 | ) | (7,745 | ) | ||||||
| Growth capital expenditures |
(45,413 | ) | (55,536 | ) | (128,547 | ) | ||||||
| Commercial capital expenditures |
(51,232 | ) | (47,619 | ) | (33,864 | ) | ||||||
| Non-vessel capital expenditures |
(8,364 | ) | (753 | ) | (1,087 | ) | ||||||
| Net proceeds from sale of assets |
13,434 | 59 | 2,898 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash used in investing activities |
(114,698 | ) | (120,020 | ) | (168,345 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||||||
| Repayment of first-lien replacement term loans due 2024 |
— | — | (70,605 | ) | ||||||||
| Partial repayment of second-lien term loans due 2033 |
(1,674 | ) | — | — | ||||||||
| Deferred financing costs |
(273 | ) | (4,901 | ) | — | |||||||
| Cash paid in lieu of shares |
— | (70 | ) | (54 | ) | |||||||
| Cash paid for withholding taxes on net share settlements |
(1,397 | ) | (3,716 | ) | (5,058 | ) | ||||||
| Principal payments under finance lease obligations |
(1,844 | ) | (396 | ) | (287 | ) | ||||||
| Redemption premium on second-lien term loans due 2026 |
— | (5,117 | ) | — | ||||||||
| Cash settlement of equity awards |
(4,199 | ) | (7,754 | ) | — | |||||||
| Repurchase of common stock |
(46,400 | ) | (78,398 | ) | — | |||||||
| Repayment of second-lien term loans due 2026 |
— | (274,626 | ) | — | ||||||||
| Net proceeds from second-lien term loans due 2033 |
— | 443,250 | — | |||||||||
| Other cash flows from financing activities |
(178 | ) | — | (34 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by (used in) financing activities |
(55,965 | ) | 68,272 | (76,038 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Effects of foreign currency exchange rate changes on cash |
1,187 | (3,981 | ) | 1,437 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net decrease in cash and cash equivalents |
(27,401 | ) | (39,252 | ) | (96,831 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Cash, cash equivalents and restricted cash at beginning of period |
81,568 | 120,820 | 217,651 | |||||||||
|
|
|
|
|
|
|
|||||||
| Cash, cash equivalents and restricted cash at end of period |
$ | 54,167 | $ | 81,568 | $ | 120,820 | ||||||
|
|
|
|
|
|
|
|||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: |
||||||||||||
| Cash paid for interest |
$ | 39,865 | $ | 29,404 | $ | 32,970 | ||||||
|
|
|
|
|
|
|
|||||||
| Refinanced paid-in-kind interest |
$ | — | $ | 74,375 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
| Cash paid for income taxes, net of refunds |
$ | 15,916 | $ | 20,810 | $ | 9,311 | ||||||
|
|
|
|
|
|
|
|||||||
The accompanying notes are an integral part of these consolidated financial statements.
8
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Organization
Nature of Operations and Basis of Presentation
Hornbeck Offshore Services, Inc., or the Company, was incorporated in the state of Delaware in 1997. The Company, through its subsidiaries, operates offshore supply vessels, or OSVs, multi-purpose support vessels, or MPSVs, and a shore-base facility to provide marine transportation, logistics support and specialty services to customers in the offshore oil and gas exploration industry, primarily in the U.S. Gulf of America, or the GoA, Latin America and select international markets, as well as diversified non-oilfield markets, including military support services, renewable energy development and other non-oilfield service offerings in various markets. The consolidated financial statements include the accounts of Hornbeck Offshore Services, Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain reclassifications have been made to prior-year results to conform to current-year presentation.
2. Summary of Significant Accounting Policies
Revenue Recognition
The services that are provided by the Company represent a single performance obligation under its contracts that are satisfied at a point in time or over time. Revenues are earned primarily by (i) chartering the Company’s vessels, including the operation of such vessels, (ii) providing vessel management services to third-party vessel owners, and (iii) providing shore-based port facility services, including rental of land. Revenues associated with performance obligations satisfied over time are recognized on a daily basis throughout the contract period.
Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments in money market funds, deposits and investments available for current use with an initial maturity of three months or less.
Restricted Cash
The Company considers cash as restricted when there are contractual agreements that govern the use or withdrawal of the funds.
Accounts Receivable
Accounts receivable consists of trade receivables, net of reserves, plus amounts to be rebilled to customers.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. However, upon adoption of fresh-start accounting effective September 4, 2020, the Company’s property, plant and equipment recorded as of that date was adjusted to its estimated fair market value in accordance with ASC 852, Reorganizations. Depreciation and amortization of equipment and leasehold improvements are computed using the straight-line method based on the estimated useful lives and estimated salvage values of the related assets. Major modifications and improvements that extend the useful life or functional operating capability of a vessel are capitalized and depreciated over the remaining useful life of the vessel. Estimated useful lives and salvage values are reassessed when there are relevant indications that the original estimates may no longer be appropriate. Gains and losses from retirements or other dispositions are recognized as incurred.
9
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The estimated useful lives by classification are as follows:
| Offshore supply vessels |
25 years | |
| Multi-purpose support vessels |
25 years | |
| Non-vessel property, plant and equipment |
3-15 years |
Deferred Charges
The Company’s vessels are required by regulation to be recertified after certain periods of time. The Company defers the drydocking costs incurred due to regulatory marine inspections and amortizes the costs on a straight-line basis over the period to be benefited from such expenditures (typically between 24 and 36 months).
Mobilization Costs
The Company occasionally incurs mobilization costs to prepare its vessels and/or transit them to and from certain regions in order to obtain and fulfill vessel charter contracts. These contract-specific costs are typically expensed as incurred, but may in certain circumstances be deferred and amortized over the contract term dependent upon criteria set forth in ASC 606, Revenue from Contracts with Customers, and ASC 340, Other Assets and Deferred Costs.
Stock-Based Compensation
Stock-based compensation awards are accounted for in accordance with ASC 718, Compensation – Stock Compensation, which requires all share-based payments to the Company’s employees and directors to be recognized in the consolidated financial statements based on their fair values on the grant date. The fair value of the underlying common stock is based upon a valuation of the Company’s equity developed with the assistance of third-party valuation experts using a combination of income and market approaches as of the appropriate measurement date. The Company recognizes compensation expense on a straight-line basis over the expected vesting period of stock-based awards that are ultimately expected to vest based on their estimated fair value on the grant date. Forfeitures are recognized during the period in which they actually occur.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using currently enacted tax rates. The effect on deferred tax assets and liabilities of a statutory change in tax rates is recognized in income in the period that includes the enactment date. The provision for income taxes includes provisions for federal, state and foreign income taxes. Interest and penalties relating to uncertain tax positions are recorded as interest expense and general and administrative expenses, respectively. In addition, the Company provides a valuation allowance for deferred tax assets if it is more likely than not that such items will either expire before the Company is able to realize the benefit or the future deductibility is uncertain.
The Company has made an accounting policy election to account for global intangible low-taxed income, or GILTI, in the year the tax is incurred.
Use of Estimates
The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
10
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Legal Liabilities
In the ordinary course of business, the Company may become party to lawsuits, administrative proceedings, or governmental investigations. These matters may involve large or unspecified damages or penalties that may be sought from the Company and may require years to resolve. The Company records a liability related to a loss contingency for such legal matters in accrued liabilities if the Company determines the loss to be both probable and estimable. The liability is recorded for an amount that is management’s best estimate of the loss, or when a best estimate cannot be made, the minimum loss amount of a range of possible outcomes. Significant judgment is required in estimating such liabilities, the results of which can vary significantly from the actual outcomes of lawsuits, administrative proceedings or governmental investigations.
Foreign Currency Transaction Gains and Losses
Foreign currency transaction gains and losses are recorded in the period incurred except for advances to and investments in foreign subsidiaries. Foreign currency gains and losses related to advances to or investments in foreign operations are accounted for as a foreign currency translation adjustment and recorded as other comprehensive income (loss). The balances in accumulated other comprehensive loss as of December 31, 2025 and 2024 relate primarily to the Company’s long-term investments in its foreign subsidiaries.
Warrants
Common stock warrants are accounted for as either equity instruments or, in the case of 2023 and 2024, liabilities for certain warrants depending on the specific terms of the applicable warrant agreement. Warrants that were classified as liabilities were recorded at their estimated fair value on a recurring basis at each applicable balance sheet date. Changes in the estimated fair value of such warrants were recognized as a non-cash gain or loss on the applicable consolidated statements of operations. All outstanding warrants are reassessed each reporting period to determine whether their classification continues to be appropriate.
Fair Value of Financial Instruments
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period pursuant to ASC 820, Fair Value Measurements. Each applicable asset and liability carried at fair value is required to be classified into one of the following categories:
| • | Level 1: Quoted market prices in active markets for identical assets or liabilities |
| • | Level 2: Observable market-based inputs or observable inputs that are corroborated by market data |
| • | Level 3: Unobservable inputs that are not corroborated by market data |
Fair value is calculated based on assumptions that market participants would use in pricing assets and liabilities. Significant judgments are required in the determination of these assumptions.
Leases
The Company determines if an agreement is a lease or contains a lease at inception. The lease term for accounting purposes may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise the option. Right-of-use assets and the corresponding lease liabilities are recorded at the commencement date based on the present value of lease payments over the expected lease term. For all leases except vehicle finance leases, the Company uses its incremental borrowing rate, which would be the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment, to calculate the present value of lease payments. The Company uses the rate implicit in the lease for vehicle finance leases.
11
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Company is obligated under certain operating leases for shore-based facilities, office space, temporary housing, equipment and vehicles. The Company is obligated under finance leases for vehicles and equipment. Such leases will often include options to extend the lease and the Company will include option periods that, on commencement date, it is reasonably likely that it will exercise. Some leases may require variable lease payments such as real estate taxes and maintenance expenses. These costs are expensed in the period in which they are incurred. The Company’s vehicle finance leases contain residual value guarantees, which may require additional payments at the end of the lease term if the net book value of the vehicle is less than the greater of the wholesale value of such vehicle or 20% of the delivered price of the vehicle.
For leases with a term of 12 months or less, the Company has made a policy election in which the right-of-use asset and lease liability will not be recognized on its balance sheet.
Reportable Segments
The Company has one reportable segment, which encompasses all aspects of its marine transportation services business. As the chief operating decision maker, our Chief Executive Officer evaluates the Company’s operating results on a consolidated basis to assess performance and allocate resources. While the Company’s vessels operate in various geographic regions and customer markets, they are centrally managed, share multiple forms of common costs, provide similar or complementary marine transportation services, are manned by crews that may move from location to location or market to market as needed, and are marketed on a portfolio basis with the goal of maximizing net income, Adjusted EBITDA and Adjusted Free Cash Flow and generating the highest possible rate of return on invested capital without a permanent commitment of particular assets to any specific geographic region or customer market.
12
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
3. Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s consolidated financial statements:
| Standard |
Description |
Date of Adoption |
Effect on the financial statements | |||
| Standards that have been adopted: | ||||||
| ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | The amendments in this update improve reportable segment disclosure requirements, primarily related to significant segment expenses. In addition, the amendments enhance interim disclosures, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new disclosure requirements for entities with a single reportable segment, and contain other related disclosure requirements. Retrospective application is required. Early adoption is permitted. | Effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. | The Company adopted the annual reporting requirements under ASU No. 2023-07 on January 1, 2024 and the interim disclosure requirements on January 1, 2025. This adoption had no material impact on its consolidated financial statements. | |||
| ASU No. 2023-05, Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement | This standard requires a joint venture to initially measure all contributions received upon its formation at fair value. ASU No. 2023-05 requires prospective application for all newly-formed joint venture entities with a formation date on or after January 1, 2025. Joint ventures formed prior to the adoption date may elect to apply the guidance retrospectively back to their original formation date. Early adoption is permitted. | January 1, 2025 | The Company adopted ASU No. 2023-05 on January 1, 2025 and elected to apply the standard prospectively. The adoption had no material impact on its consolidated financial statements. | |||
| ASU No. 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets | This standard amends ASU 326, Financial Instruments - Credit Losses, to provide a practical expedient that allows entities to assume the current conditions as of the balance sheet date remain unchanged for the remaining life of the asset in the development of a reasonable and supportable forecast for current accounts receivable and current contract assets arising from transactions accounted for under ASC 606. ASU No. 2025-05 must be applied prospectively. Early adoption is permitted. | Effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years. | The Company adopted the practical expedient of ASU No. 2025-05 on September 1, 2025. The adoption had no material impact on its consolidated financial statements. | |||
| ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures | This standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation, as well as information on income taxes paid. ASU No. 2023-09 requires prospective application with the option to apply the standard retrospectively. Early adoption is permitted. | January 1, 2025 | The Company adopted ASU No. 2023-09 on January 1, 2025 and elected to apply the standard prospectively. The adoption had no material impact on its consolidated financial statements, and the Company’s 2025 year-end financial statements contain additional disclosures to address the requirements of this ASU. | |||
13
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| ASU No. 2024-01, Compensation - Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards | This standard clarifies how an entity determines whether a profits interest or similar award is (1) within the scope of ASC 718 or (2) not a share-based payment arrangement and therefore within the scope of other guidance. ASU No. 2024-01 may be applied prospectively or retrospectively. Early adoption is permitted. | January 1, 2025 | The Company adopted ASU No. 2024-01 on January 1, 2025 and elected to apply the standard prospectively. The adoption had no material impact on its consolidated financial statements. | |||
| Standards that have not been adopted: | ||||||
| ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | This standard improves the disclosures about an entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU No. 2024-03 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 | The Company will adopt the annual reporting requirements of ASU No. 2024-03 on January 1, 2027 and the interim disclosure requirements on January 1, 2028 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
| ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements | This standard improves the navigability of the required interim disclosures and clarifies when ASC 270 is applicable and what disclosures need to be provided in interim reporting. ASU No. 2025-11 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. | The Company will adopt the interim reporting requirements of ASU No. 2025-11 on January 1, 2028 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
| ASU No. 2025-12, Codification Improvements | This standard contains targeted improvements to the Codification covering a broad range of topics. The amendments in this update represent changes to the Codification that clarify, correct errors or make minor improvements. The amendments make the Codification easier to understand and apply. ASU No. 2025-12 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. | The Company will adopt the reporting requirements of ASU No. 2025-12 on January 1, 2027 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
4. Allowance for Credit Losses
The Company’s customers are primarily major and independent, domestic and international, oil and oilfield service companies, as well as national oil companies, the U.S. military and offshore wind companies. The Company’s customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company usually does not require collateral but does occasionally require letters of credit or payment-in-advance if undue credit risk is determined to exist with a particular contract or customer. The Company provides an estimate for credit losses based primarily on management’s judgment using the relative age of customer balances, historical losses, current economic conditions and individual evaluations of each customer to record an allowance for credit losses. Direct write-offs of receivables only occur when amounts are deemed uncollectible and all options for collection have been exhausted.
14
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Activity in the allowance for credit losses was as follows (in thousands):
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Balance at January 1 |
$ | 7,929 | $ | 6,307 | $ | 5,786 | ||||||
| Current period provision for (recovery of) credit losses |
(418 | ) | 1,622 | 551 | ||||||||
| Write-offs |
— | — | (30 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Balance at December 31 |
$ | 7,511 | $ | 7,929 | $ | 6,307 | ||||||
|
|
|
|
|
|
|
|||||||
5. Revenues from Contracts with Customers
The services that are provided by the Company represent a single performance obligation under its contracts that are satisfied at a point in time or over time. Revenues are earned primarily by (i) chartering the Company’s vessels, including the operation of such vessels, (ii) providing vessel management services to third-party vessel owners, and (iii) providing shore-based port facility services, including rental of land. The services generating these revenue streams are provided to customers based on contracts that include fixed or determinable prices and do not generally include right of return or other significant post-delivery obligations. The Company’s vessel revenues, vessel management revenues and port facility revenues are recognized either at a point in time or over the passage of time when the customer has received or is receiving the benefit from the applicable service. Revenues are recognized when the performance obligations are satisfied in accordance with contractual terms and in an amount that reflects the consideration that the Company expects to be entitled to in exchange for the services rendered or rentals provided. Revenues are recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Invoices are typically billed to customers on a monthly basis, and payment terms on customer invoices typically range 30 to 60 days.
A performance obligation under contracts with the Company’s customers to render services is the unit of account under ASC 606, Revenue from Contracts with Customers. The Company accounts for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the services rendered provided on its own or with other resources that are readily available to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
As of December 31, 2025, the Company had certain remaining performance obligations representing contracted vessel revenue for which work had not been performed and such contracts had an original expected duration of more than one year. As of December 31, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations for such contracts totaled $229.2 million, of which $102.1 million is expected to be fully recognized in 2026, $62.8 million in 2027, and $64.3 million in years beyond 2027. These amounts are a result of multi-year vessel charters that commenced in 2024 and 2025.
As of December 31, 2025, the Company had $3.9 million of deferred revenue included in current liabilities related to unsatisfied performance obligations that will be recognized during 2026.
15
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Disaggregation of Revenues
The Company recognized revenues as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Vessel revenues |
$ | 669,004 | $ | 592,246 | $ | 528,780 | ||||||
| Vessel management revenues |
48,102 | 45,894 | 43,128 | |||||||||
| Shore-based facility revenues |
2,724 | 2,711 | 1,541 | |||||||||
|
|
|
|
|
|
|
|||||||
| $ | 719,830 | $ | 640,851 | $ | 573,449 | |||||||
|
|
|
|
|
|
|
|||||||
Revenues by geographic region (1) were as follows (in thousands, except for % of Total):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2025 | % of Total |
2024 | % of Total |
2023 | % of Total |
|||||||||||||||||||
| United States |
$ | 510,942 | 71.0 | % | $ | 478,052 | 74.6 | % | $ | 432,621 | 75.4 | % | ||||||||||||
| International (2) |
208,888 | 29.0 | % | 162,799 | 25.4 | % | 140,828 | 24.6 | % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 719,830 | 100.0 | % | $ | 640,851 | 100.0 | % | $ | 573,449 | 100.0 | % | |||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (1) | The Company attributes revenues to individual geographic regions based on the location where services are performed. |
| (2) | International revenues of $111.8 million, $88.4 million and $53.2 million were attributed to services performed in Brazil for the years ended December 31, 2025, 2024 and 2023, respectively. International revenues of $34.7 million, $27.5 million and $2.9 million were attributed to services performed in Colombia for the years ended December 31, 2025, 2024 and 2023, respectively. International revenues of $33.0 million, $32.3 million and $62.1 million were attributed to services performed in Mexico for the years ended December 31, 2025, 2024 and 2023, respectively. Revenues attributed to other countries were not individually material for the periods presented. |
Major Customers
Revenues from the following customers represented 10% or more of consolidated revenues:
| Year Ended December 31, |
||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Customer A |
16 | % | 16 | % | 16 | % | ||||||
| Customer B |
15 | % | 15 | % | n/a | (1) | ||||||
| Customer C |
n/a | (1) | 13 | % | 20 | % | ||||||
| (1) | Customer represented less than 10% of consolidated revenues in such period. |
16
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
6. Earnings Per Share
Basic earnings per common share was calculated by dividing net income by the weighted-average number of common shares and Jones Act Warrants outstanding during the period. Diluted earnings per common share was calculated by dividing net income by the weighted-average number of common shares and Jones Act Warrants outstanding during the period plus the effect of dilutive Creditor Warrants, dilutive stock options and restricted stock unit awards. Weighted-average number of common shares outstanding was calculated by using the sum of the shares and Jones Act Warrants determined on a daily basis divided by the number of days in the period.
The table below reconciles the Company’s earnings per share (in thousands, except for per share data):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Net income |
$ | 173,390 | $ | 92,802 | $ | 74,538 | ||||||
|
|
|
|
|
|
|
|||||||
| Weighted-average number of shares of common stock outstanding(1)(2) |
15,959 | 17,093 | 17,004 | |||||||||
| Add: Net effect of dilutive stock options, restricted stock units, and Creditor Warrants(3)(4)(5) |
2,096 | 2,104 | 2,153 | |||||||||
|
|
|
|
|
|
|
|||||||
| Weighted-average number of dilutive shares of common stock outstanding |
18,055 | 19,197 | 19,157 | |||||||||
|
|
|
|
|
|
|
|||||||
| Earnings per common share: |
||||||||||||
| Basic earnings per common share |
$ | 10.86 | $ | 5.43 | $ | 4.38 | ||||||
|
|
|
|
|
|
|
|||||||
| Diluted earnings per common share |
$ | 9.60 | $ | 4.83 | $ | 3.89 | ||||||
|
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|
|
|||||||
| (1) | The Company included 10,462, 11,375 and 11,377 Jones Act Warrants in the weighted-average number of shares of common stock outstanding for the years ended December 31, 2025, 2024 and 2023, respectively, which represents the weighted-average number of Jones Act Warrants existing at each period-end. See Note 12 to these consolidated financial statements for further information regarding the Jones Act Warrants. |
| (2) | Includes 105 fully vested, equity-settled restricted stock units that will be settled on the earlier of the occurrence of a contractually-designated event and the passage of a certain period of time for the years ended December 31, 2025, 2024 and 2023, respectively. |
| (3) | Includes 117, 132 and 196 unvested restricted stock units and 619, 620 and 611 contingently-exercisable, vested restricted stock units in the weighted average calculation for the years ended December 31, 2025, 2024 and 2023, respectively. |
| (4) | Includes 454, 459 and 476 dilutive unvested stock options granted under the MIP in the weighted-average calculation for the years ended December 31, 2025, 2024 and 2023, respectively. Dilutive unvested stock options issued by the Company are expected to fluctuate from quarter to quarter depending on the Company’s performance compared to a predetermined set of performance criteria. See Note 13 to these consolidated financial statements for further information regarding the Company’s stock options granted under the MIP. |
| (5) | Includes 906, 893 and 870 of in-the-money Creditor Warrants in the weighted-average calculation for the years ended December 31, 2025, 2024 and 2023, respectively. |
7. Defined Contribution Plan
The Company offers a 401(k) plan to all full-time employees. Employees must be at least eighteen years of age to participate and become eligible the first of the month following their date of hire. Participants may elect to defer up to 60% of their base compensation and up to 100% of incentive compensation, subject to certain statutorily established limits. The Company may elect to make annual matching and profit sharing contributions to the 401(k) plan. During the years ended December 31, 2025, 2024 and 2023, the Company made contributions to the 401(k) plan of approximately $5.4 million, $7.1 million and $5.6 million, respectively.
8. Deferred Charges
The amounts reported for deferred charges on the consolidated balance sheets as of December 31, 2025 and 2024, include costs associated with ongoing drydockings. Included in such capital costs are accruals for vendor costs incurred but not yet invoiced and paid. These accrual amounts totaling $7.2 million and $6.3 million as of December 31, 2025 and 2024, respectively, are excluded from cash flows from operating activities on the consolidated statement of cash flows as non-cash items for the periods presented.
17
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the second quarter of 2023, the Company postponed a planned senior debt offering to refinance all of its then-existing debt. As a result, the Company recorded a non-recurring charge of $3.7 million for previously deferred expenses incurred in connection with the terminated process as a refinancing did not occur within 90 days of the postponement date. Pursuant to ASC 340, Other Assets and Deferred Costs, costs associated with a postponed or terminated offering of debt or equity securities must be expensed if the offering is not completed or expected to be completed within 90 days of the postponement.
Similarly, in the fourth quarter of 2024, the Company postponed its plans to launch an initial public offering, or IPO. As a result, the Company recorded a non-recurring charge of $9.1 million for previously deferred expenses incurred in connection with the postponed IPO process as a public offering of its equity did not occur within the 90-day period from the effective postponement.
9. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| Offshore supply vessels and multi-purpose support vessels |
$ | 787,262 | $ | 627,237 | ||||
| Non-vessel related property, plant and equipment |
16,007 | 8,288 | ||||||
| Less: Accumulated depreciation |
(145,267 | ) | (103,564 | ) | ||||
|
|
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|
|
|||||
| 658,002 | 531,961 | |||||||
|
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|
|||||
| Construction in progress (1) |
96,133 | 142,768 | ||||||
|
|
|
|
|
|||||
| $ | 754,135 | $ | 674,729 | |||||
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|
|||||
| (1) | Includes $2.6 million and $10.0 million of accrued accounts payable as of December 31, 2025 and 2024, respectively. These amounts were excluded from the consolidated statement of cash flows as non-cash items for the respective periods. |
The table below presents net book value of property, plant and equipment by geographic regions(1) (in thousands, except for % of Total):
| As of December 31, | ||||||||||||||||
| 2025 | % of Total | 2024 | % of Total | |||||||||||||
| United States |
$ | 678,216 | 89.9 | % | $ | 598,481 | 88.7 | % | ||||||||
| International(2) |
75,919 | 10.1 | % | 76,248 | 11.3 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 754,135 | 100.0 | % | $ | 674,729 | 100.0 | % | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Book values are attributed to geographic regions based on the country of domicile of the specific asset-owning subsidiary of the Company, not the physical operating location of the asset as of any of the dates presented. |
| (2) | International property, plant and equipment of $65.4 million and $68.7 million were owned by certain Mexican subsidiaries of the Company as of December 31, 2025 and 2024, respectively. Property, plant and equipment attributed to other countries were not individually material as of any of the dates presented. |
18
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
HOS C/SOV + Flotel MPSV Delivery
In July 2023, the Company announced that it had contracted Eastern Shipbuilding Group, Inc. to convert one of its U.S.-flagged, Jones Act-qualified, HOSMAX 280 class DP-2 OSVs acquired from the U.S. Department of Transportation’s Maritime Administration (“MARAD”) into a MPSV for dual-service as either a C/SOV or flotel to meet the growing demand of the U.S. offshore wind or oilfield markets for large personnel accommodations with “walk-to-work” capability. Following delivery from the shipyard in early November 2025, the converted vessel was placed into active service and commenced a charter to support an offshore wind project off the U.S. East Coast. The total cost of the conversion totaled $107.6 million, including owner-furnished equipment, outfitting, engineering, overhead costs and capitalized interest.
ECO Acquisitions
On January 10, 2022, the Company entered into definitive vessel purchase agreements with certain affiliates of Edison Chouest Offshore, or collectively ECO, to acquire up to ten high-spec, 280 class DP-2 OSVs for an aggregate price of $130.0 million. In November 2022, ECO exercised an option to terminate the vessel purchase agreements relating to the last four of such vessels. ECO refunded initial deposits of $1.5 million in the aggregate and paid an additional amount equal to such deposits as a termination fee. After accounting for such terminations and certain purchase price adjustments, the aggregate purchase price for ECO Acquisitions #1 was $82.4 million. Pursuant to the purchase agreements, final payment and the transfer of ownership of each of the vessels occurred on the date of delivery and acceptance for such vessel following the completion of reactivation and regulatory drydockings by ECO. The Company took delivery of the six vessels between May 2022 and August 2023.
On December 22, 2022, the Company executed a controlling purchase agreement with Nautical Solutions, L.L.C., or Nautical, an ECO affiliate. Pursuant to the controlling purchase agreement, the Company subsequently entered into separate, individual vessel purchase agreements to acquire six high-spec, 280 class DP-2 OSVs from Nautical for $17.0 million per vessel. Nautical completed regulatory drydocking and reactivation activities for each vessel prior to closing. The Company took delivery of the six vessels between July 2023 and January 2024. The Company paid an aggregate of $102.0 million for the original purchase price and $9.4 million in purchase price adjustments associated with discretionary enhancements, additional outfitting, and post-closing modifications for the six vessels.
The Company determined that substantially all of the fair value of the assets acquired from ECO, and Nautical are concentrated in a group of similar identifiable assets and therefore, has accounted for such transactions as asset acquisitions under ASU 2017-01. The Company did not acquire any contracts, employees, business systems, trade names or trademarks in connection with these acquisitions.
10. Long-Term Debt
As of the dates indicated below, the Company had the following outstanding long-term debt (in thousands):
| December 31, | ||||||||
| 2025 | 2024 | |||||||
| First Lien Revolving Credit Facility due 2029 |
$ | — | $ | — | ||||
| Second Lien Term Loans due 2033, net of original issue discount of $5,763 and $6,750 and deferred financing costs of $1,952 and $2,019, respectively |
440,611 | 441,231 | ||||||
|
|
|
|
|
|||||
| $ | 440,611 | $ | 441,231 | |||||
| Less: Current maturities |
(30,259 | ) | — | |||||
|
|
|
|
|
|||||
| $ | 410,352 | $ | 441,231 | |||||
|
|
|
|
|
|||||
19
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Annual maturities of outstanding debt as of December 31, 2025 are as follows (in thousands):
| 2026 |
31,614 | |||
| 2027 |
37,639 | |||
| 2028 |
41,222 | |||
| 2029 |
45,362 | |||
| 2030 |
49,803 | |||
| Thereafter |
242,686 | |||
|
|
|
|||
| $ | 448,326 | |||
|
|
|
The table below summarizes the Company’s monthly cash interest payments (in thousands):
| Cash Interest Payments(1) |
Payment Dates | |||||
| First Lien Revolving Credit Facility due 2029 |
$ | — | Variable (determined on date of draw) | |||
| Second Lien Term Loans due 2033 |
3,402 | First day of each month | ||||
| (1) | As of December 31, 2025, there were no revolving loan amounts outstanding under the First Lien Revolving Credit Facility. The First Lien Revolving Credit Facility is subject to an unused fee of 1.0% per annum, paid quarterly, as applicable. |
The Company incurred $44.7 million of interest related to debt instruments in 2025 of which $13.2 million related to certain capital projects was capitalized to the consolidated balance sheet as of December 31, 2025. In 2024 and 2023, the Company incurred $30.0 million and $41.0 million of interest related to debt instruments, respectively, of which $4.5 million and $1.5 million was recorded to capitalized interest during such years.
First Lien Revolving Credit Facility
On August 13, 2024, the Company entered into a first-lien revolving credit facility pursuant to that certain Credit Agreement with DNB Bank ASA, New York Branch, as administrative agent, Wilmington Trust, National Association, as collateral agent, and the lenders party thereto, or the First Lien Revolving Credit Facility. The current aggregate undrawn commitments for the revolving loans, or the Revolving Loans, under the First Lien Revolving Credit Facility total $75.0 million. The First Lien Revolving Credit Facility also provides for a customary uncommitted incremental facility in an amount up to $50.0 million. The Company’s ability to borrow under the First Lien Revolving Credit Facility is subject to customary conditions precedent, including no default or event of default, representations and warranties being true and correct in all material respects, and pro forma compliance with the financial covenants therein.
The First Lien Revolving Credit Facility will mature on August 13, 2029. Borrowings under the First Lien Revolving Credit Facility will be comprised of Base Rate Loans or SOFR Rate Loans, at the option of the Company, and accrue interest as follows: (A) for Revolving Loans that are Base Rate Loans, a rate ranging from 1.75% to 2.75% (depending on the total net leverage ratio in effect at such time) per annum, plus the greatest of: (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, and (c) the Adjusted Term SOFR rate for a one month interest period on such day after giving effect to a floor of 0.00% per annum, plus 1.00% and (B) for Revolving Loans that are SOFR Rate Loans, a rate ranging from 2.75% to 3.75% (depending on the total net leverage ratio in effect at such time) per annum plus the Term SOFR rate, subject to a 0.00% floor, plus a credit spread adjustment of 0.10% per annum.
The First Lien Revolving Credit Facility has customary affirmative and negative covenants, including restrictions on our ability to incur additional indebtedness, incur liens, make restricted payments, make optional prepayments on junior financings, and make asset sales, in each case, subject to customary exceptions and baskets. The First Lien Revolving Credit Facility is subject to financial covenants that require us to have (i) a maximum revolving credit facility net leverage ratio (measured by Revolving Loans outstanding, net of unrestricted cash and cash equivalents of up to $25.0 million) of no more than 1.00 to 1.00, (ii) minimum liquidity (measured by unrestricted cash and cash equivalents, together
20
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
with undrawn Revolving Loan commitments) of $25.0 million, (iii) a collateral coverage ratio (measured by total first and second lien debt outstanding) of no less than 1.50 to 1.00, and (iv) a revolving credit facility collateral coverage ratio (measured by total Revolving Loan commitments, whether or not drawn) of no less than 3.00 to 1.00, in each case, tested on the facility closing date, and thereafter at the end of each fiscal quarter, beginning with our first full fiscal quarter ending after the facility closing date. However, failure to meet such financial covenants will not result in a default or event of default at any time when no Revolving Loans are outstanding and will instead prohibit us from borrowing any Revolving Loans under the First Lien Revolving Credit Facility until certain conditions precedent to borrowing are satisfied. To the extent the financial covenants under the First Lien Revolving Credit Facility are not met as of the end of any fiscal quarter, we will have the opportunity to cure such financial covenant shortfall by making a mandatory prepayment of the Revolving Loans in an amount such that compliance with such financial covenants would be met on a pro forma basis following such prepayment prior to the occurrence of any default or event of default thereunder.
The Company incurred $2.9 million in deferred financing costs paid to third parties related to the First Lien Revolving Credit Facility, which were recorded in deferred charges on the consolidated balance sheet. As of December 31, 2025, there were no amounts outstanding under the First Lien Revolving Credit Facility. On March 4, 2026, the Company drew $25.0 million of cash borrowings under such facility. The 30-day SOFR interest rate related to these borrowings is 7.01%.
Second Lien Term Loans
Second Lien Term Loans due 2033
On December 27, 2024, the Company entered into a second-lien term loan credit agreement with Stonebriar Commercial Finance, LLC, as administrative agent, and Wilmington Trust, National Association, as collateral trustee, and the lenders party thereto, resulting in $450.0 million of second-lien term loans with a maturity date of January 1, 2033, or the Second Lien Term Loans due 2033. The Company received proceeds of $443.3 million, net of a 1.5% origination fee, and utilized such proceeds to (i) repay in full the then-outstanding $349.0 million, including accumulated paid-in-kind interest, of Second Lien Term Loans due 2026, (ii) pay $7.0 million of related accrued cash interest, (iii) pay a $5.1 million associated redemption fee, (iv) pay $2.0 million in non-lender fees and expenses, and (v) partially fund the repurchase of $78.4 million of certain equity securities and $7.1 million of outstanding stock-based compensation awards associated with tender offers to purchase for cash such equity instruments in December 2024.
The Second Lien Term Loans due 2033 are scheduled to be repaid in (i) 12 consecutive equal monthly installments of interest, payable on the first day of each month commencing after January 1, 2025, (ii) followed by 84 consecutive equal monthly payments of principal and interest, payable on the first day of each consecutive month, and (iii) a final balloon payment in the amount of all unpaid principal, accrued and unpaid interest and any other amounts that may become due under the Second Lien Term Loan Credit Agreement on the maturity date of January 1, 2033. Borrowings bear interest at a fixed rate of 9.25% per annum. The Company may fully prepay all amounts due under the Second Lien Term Loan Agreement at any time prior to maturity, subject to the prepayment fee schedule set forth below. The Company is permitted to partially prepay between $50.0 million and $100.0 million prior to June 30, 2026 in connection with an initial public offering (directly or indirectly) and may make additional partial prepayments not to exceed $100.0 million in the aggregate at any time during the term of the Second Lien Term Loans due 2033. In the event of any prepayment (in whole or in part), the Company is subject to a prepayment fee equal to (i) 4.00% of the prepaid principal amount prior to December 27, 2025, (ii) 3.00% of the prepaid principal amount after December 27, 2025 but on or prior to December 27, 2026, (iii) 2.00% of the prepaid principal amount after December 27, 2026 but on or prior to December 27, 2027, and (iv) 1.00% of the prepaid principal amount thereafter.
21
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The Second Lien Term Loans due 2033 are guaranteed by certain of the Company’s domestic and foreign subsidiaries and are secured by a second priority security interest in, and lien on, all the Company’s U.S.-flagged vessels. The credit agreement contains customary representations and warranties, covenants and events of default, but only one financial maintenance covenant, which is a $25.0 million minimum cash liquidity requirement. The carrying value of the Company’s Second Lien Term Loans due 2033 approximates their fair value.
In May 2025, as a result of the sale of one U.S.-flagged vessel, the Company elected to make a $1.7 million principal payment, including related fees, on the Second Lien Term Loans due 2033, in lieu of adding a replacement vessel as collateral.
Second Lien Term Loans due 2026
On September 4, 2020, the Company, as borrower, and Hornbeck Offshore Services, LLC, as co-borrower, entered into a second-lien term loan credit agreement with its former first-lien term lenders, and Wilmington Trust, National Association, as administrative agent and collateral agent for the lenders, resulting in $287.6 million of second-lien term loans with a maturity date of March 31, 2026, or the Second Lien Term Loans due 2026. On December 27, 2024, the Company repaid in full the $349.0 million outstanding balance, inclusive of accumulated PIK interest, of Second Lien Term Loans due 2026, plus $7.0 million of related accrued cash interest and a $5.1 million redemption fee.
11. Liability-Classified Warrants
Upon issuance on September 4, 2020, the Company’s outstanding Creditor Warrants were accounted for as liabilities due to certain anti-dilution provisions in the Creditor Warrant Agreement, which indexed the warrants to other equity-linked instruments requiring their classification as a liability pursuant to ASC 815, Derivatives and Hedging. On December 10, 2024, the Creditor Warrant Agreement was amended to remove such anti-dilution provisions. As a result, the Creditor Warrants are effectively indexed to the Company’s common stock and are thus accounted for as stockholders’ equity since the effective date of the amendment. Accordingly, the Company reclassified the then-current fair value of the Creditor Warrants, or $70.1 million, from long-term liabilities to additional paid-in-capital on December 10, 2024.
The Creditor Warrants, when they were previously classified as liabilities, were recorded at their estimated fair value on a recurring basis at each balance sheet date. To estimate the fair value of the Creditor Warrants, the Company, assisted by third-party valuation advisors, used a Black-Scholes model that utilized the following input assumptions at the applicable valuation date: (i) the current estimated fair value of the underlying common stock based on a controlling interest equity valuation, (ii) the exercise price, (iii) the contractual expiry term, (iv) an estimated equity volatility based on the historical asset and equity volatilities of comparable publicly traded companies, (v) a term-matched risk-free rate based on the U.S. Treasury separate trading of registered interest and principal securities (STRIPS) yield, and (vi) an expected dividend yield. The Company’s third-party valuation advisors estimated the fair value of the underlying common stock using the income approach and the market approach with each equally weighted. The income approach involves the use of various judgmental assumptions including the use of prospective financial information, the weighted average cost of capital and an exit multiple. The fair value of the Creditor Warrants fell within Level 3 of the fair value hierarchy, as there was no active trading market and certain inputs of the Black-Scholes model are not observable or corroborated by available market data. Based on the lack of trading history of our privately-held equity, the Company considered the estimated fair value of its common stock to be the most critical assumption in the determination of the fair value of the Creditor Warrants.
22
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The inputs to the Black-Scholes model utilized for the valuation of the Creditor Warrants at December 10, 2024 were as follows:
| December 10, | ||||
| 2024 | ||||
| Fair value per share of the underlying common stock |
$ | 66.45 | ||
| Warrant exercise price |
$ | 27.83 | ||
| Remaining contractual term (years) |
2.73 | |||
| Expected volatility |
55 | % | ||
| Risk-free rate |
4.04 | % | ||
| Expected dividend yield |
0 | % | ||
Based on an independent external valuation performed as of December 10, 2024, the estimated fair value of the Creditor Warrants was determined to be $70.1 million, or $44.01 per warrant, representing an increase in value since their original issuance on September 4, 2020 of approximately $61.8 million, or $38.85 per warrant.
The following table summarizes the change in fair value of the liability-classified warrants for the years ended December 31, 2025, 2024 and 2023 (in thousands):
| December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Beginning balance |
$ | — | $ | 75,475 | $ | 64,558 | ||||||
| Issuances |
— | — | — | |||||||||
| Revaluations included in earnings, net |
— | (5,412 | ) | 10,917 | ||||||||
| Exercises |
— | — | — | |||||||||
| Forfeitures/expirations |
— | — | — | |||||||||
| Reclassifications to equity |
— | (70,063 | ) | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Ending balance |
$ | — | $ | — | $ | 75,475 | ||||||
|
|
|
|
|
|
|
|||||||
There were no exercises of Creditor Warrants during the years ended December 31, 2025, 2024 and 2023. See Note 12 for further discussion related to the Creditor Warrants and the Company’s tender offers to purchase certain equity instruments for cash that were completed in December of 2025 and 2024.
23
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
12. Stockholders’ Equity
Common Stock
The Company is authorized to issue up to 50,000,000 shares of common stock, $0.00001 par value per share. The Company had issued and outstanding common shares totaling 5.2 million and 5.4 million as of December 31, 2025 and 2024, respectively.
Jones Act Warrants
The Jones Act, which applies to companies that engage in U.S. coastwise trade, requires that, among other things, the aggregate ownership of common stock by non-U.S. citizens be not more than 25% of the Company’s outstanding common stock. On September 4, 2020, in order to comply with the Jones Act, the Company entered into the Jones Act Warrant Agreement, pursuant to which the Company issued 10.5 million Jones Act Warrants to eligible non-U.S. citizens in settlement of certain then-existing liabilities and in connection with an equity rights offering. As part of a preemptive rights offering, the Company issued an additional 1.6 million Jones Act Warrants on December 22, 2021. As of December 31, 2025, holders of the Jones Act Warrants are entitled to acquire up to 10.1 million shares of common stock in the aggregate at an exercise price of $0.00001 per share, subject to the U.S. citizen determination procedures and any applicable adjustment as described in the Jones Act Warrant Agreement. There were no exercises of Jones Act Warrants during the years ended December 31, 2025 and 2024.
Creditor Warrants
On September 4, 2020, the Company entered into the Creditor Warrant Agreement, pursuant to which the Company issued 1.6 million Creditor Warrants. Subject to adjustment, if applicable, the Creditor Warrants are exercisable at $27.83 per share, which was based on an enterprise value of $621.2 million, for seven years from September 4, 2020 for: (i) one share of common stock per Creditor Warrant, or up to 1.6 million shares in the aggregate, or (ii) one Jones Act Warrant in lieu of common stock if the holder cannot establish, at the time of exercise, that it is a U.S. Citizen and conversion of the Creditor Warrant would result in a violation of the Jones Act.
The Creditor Warrants are freely tradable and are not subject to any restrictions on transfer that are not also applicable to the Company’s common stock. The warrant holders are not entitled to any of the rights of the Company’s stockholders, including the right to vote, receive dividends, or receive notice of, or attend, meetings or any other proceeding of the stockholders. In the event of a reorganization, reclassification, merger, sale of all or substantially all of the Company’s assets, or similar transaction, each Creditor Warrant shall be, immediately after such event, exercisable for the shares or other securities the warrant holder would have been entitled to had the warrant been exercised prior to the event.
On December 10, 2024, the Creditor Warrant Agreement was amended to remove certain anti-dilution provisions. As a result, the Creditor Warrants are effectively indexed to the Company’s common stock and are thus classified as stockholders’ equity at their fair value on the date of the amendment for the then-outstanding warrants or on the date of issuance for all subsequent issuances, which totaled $66.1 million and $67.7 million as of December 31, 2025 and 2024, respectively.
Equity Tender Offers
On November 17, 2025 and December 12, 2024, the Company commenced tender offers to purchase for cash certain of its equity securities at a unit price of $75.05 and $65.67, respectively. As a result of the tender offers, the Company purchased 187,536 and 274,614 shares of common stock, 404,226 and 883,303 Jones Act Warrants and 35,793 and 62,294 Creditor Warrants for an aggregate purchase price of $46.1 million and $78.4 million on December 3, 2025 and December 31, 2024, respectively. In addition to the 2025 tender offer purchase price, the Company incurred $0.3 million of vendor costs associated with the buyback of the equity instruments.
24
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Stock Purchase Plan
On November 29, 2021, the Company established the Stock Purchase Plan, or SPP, to promote investment in the Company by directors and executives and to advance the interests of the Company and its stockholders by attracting, retaining and motivating key personnel. As of December 31, 2025, the Company had issued 100,745 shares of common stock under the SPP for gross cash proceeds of $2.0 million.
13. Stock-Based Compensation
Incentive Compensation Plan
The Company’s 2020 Management Incentive Plan, or MIP, provides for the issuance of a maximum of 2.2 million shares of common stock for the Company to grant as incentive awards in the form of stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based and cash-based awards to certain eligible individuals. As of December 31, 2025, there were 0.3 million shares issued or redeemed, 1.6 million shares reserved for issuance related to granted awards and 0.3 million shares available for future grants to eligible individuals under the MIP.
On November 17, 2025 and December 12, 2024, the Company commenced tender offers to purchase for cash, among other shares, both unvested and vested, unsettled restricted stock units and stock options that were issued through the MIP. As a result, the Company cash settled 59,226 and 114,634 outstanding equity incentive awards with employees and directors for $4.2 million and $7.1 million in 2025 and 2024, respectively. In doing so, the Company accelerated unamortized stock-based compensation expense of $0.3 million and $0.8 million in 2025 and 2024, respectively, related to the repurchased MIP awards and recorded additional stock-based compensation expense of $0.5 million and $0.8 million in 2025 and 2024, respectively, for the excess of the purchase price over the fair value of the repurchased MIP awards.
The financial impact of stock-based compensation expense related to the MIP on the Company’s operating results is reflected in the table below (in thousands, except for per share data):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Income before taxes |
$ | 7,723 | $ | 9,384 | $ | 19,097 | ||||||
|
|
|
|
|
|
|
|||||||
| Net income |
$ | 8,245 | $ | 8,256 | $ | 15,637 | ||||||
|
|
|
|
|
|
|
|||||||
| Earnings per common share: |
||||||||||||
| Basic |
$ | 0.52 | $ | 0.48 | $ | 0.92 | ||||||
|
|
|
|
|
|
|
|||||||
| Diluted |
$ | 0.46 | $ | 0.43 | $ | 0.82 | ||||||
|
|
|
|
|
|
|
|||||||
Restricted Stock Units
The MIP allows the Company to issue restricted stock units with either time-based or market-based vesting provisions. As of December 31, 2025, the Company had granted both types of restricted stock unit awards. The time-based restricted stock unit awards that were granted generally vest over a three-year period for employees and a one-year period for directors. Compensation expense related to time-based restricted stock unit awards, which is amortized over the applicable one- to three-year vesting period, is determined based on the fair value of the Company’s common stock on the date of grant applied to the total shares that are expected to fully vest. The market-based restricted stock unit awards that were granted vest based on the Company’s achievement of certain levels of total enterprise value as of the applicable vesting date. These market-based conditions will be measured at the earliest to occur of (a) September 4, 2027, the seventh anniversary of the grant date, (b) an initial public offering of the Company’s common stock, and (c) a change in control of the Company, in accordance with the MIP and the underlying grant agreement. The actual number of shares that could be received by an award recipient upon settlement of the market-based restricted stock unit award can
25
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
range from 0% to 100% of the award depending on the actual level of total enterprise value attained by the Company on the applicable measurement date. Compensation expense related to market-based restricted stock unit awards is recognized over the period the restrictions lapse based on the fair value of the awards on the grant date applied to the shares that are expected to vest. The outstanding market-based awards are currently being amortized over an approximate five-year period that commenced on their grant date in June 2022.
The Company utilizes the Black-Scholes model to determine the fair value of the market-based restricted stock units. The Black-Scholes model is affected by the fair value of the Company’s common stock, the market-based vesting thresholds, and certain other assumptions, including contractual term, volatility, risk-free interest rate and expected dividends. The Company does not have a history of market prices of its privately-held common stock, and as such volatility is estimated using historical volatilities of similar public entities. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the awards. The dividend yield assumption is based on the Company’s history and current expectation of paying no dividends.
As of December 31, 2025, the Company has unamortized stock-based compensation expense of $3.5 million related to the time-based and market-based restricted stock units, which will be recognized on a straight-line basis over the remaining weighted-average vesting period, or 1.4 years. The Company has recorded approximately $5.8 million, $8.4 million and $18.7 million of non-cash incentive compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively, associated with restricted stock unit awards. Included in the 2025 and 2024 non-cash incentive compensation expense was $0.3 million and $0.7 million, respectively, for the acceleration of unamortized stock-based compensation expense related to the repurchased MIP awards. Also included was $0.1 million and $0.2 million, respectively, of additional stock-based compensation expense for the excess of the purchase price over the fair value of the repurchased MIP awards. As of December 31, 2025 and 2024, the Company had $0.0 million of restricted stock awards redeemable in cash classified as other accrued liabilities on the balance sheet. The impact of the mark-to-market adjustment on stock-based compensation expense from such awards was $0.2 million, ($0.1) million and $0.3 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table summarizes the Company’s restricted stock unit awards activity during the year ended December 31, 2025 (in thousands, except per share data):
| Number of Shares |
Weighted Avg. Fair Value Per Share |
|||||||
| Restricted stock unit awards as of January 1, 2025 |
982 | $ | 18.26 | |||||
| Granted during the period |
53 | 64.34 | ||||||
| Cancellations during the period |
— | — | ||||||
| Vested and settled during the period |
(75 | ) | 52.98 | |||||
| Repurchased during the period |
(38 | ) | 51.30 | |||||
|
|
|
|||||||
| Outstanding, as of December 31, 2025 |
922 | $ | 16.70 | |||||
|
|
|
|||||||
26
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table summarizes the Company’s restricted stock unit awards activity during the year ended December 31, 2024 (in thousands, except per share data):
| Number of Shares |
Weighted Avg. Fair Value Per Share |
|||||||
| Restricted stock unit awards as of January 1, 2024 |
1,193 | $ | 23.20 | |||||
| Granted during the period |
11 | 62.22 | ||||||
| Cancellations during the period |
— | — | ||||||
| Vested and settled during the period |
(146 | ) | 49.08 | |||||
| Repurchased during the period |
(76 | ) | 42.85 | |||||
|
|
|
|||||||
| Outstanding, as of December 31, 2024 |
982 | $ | 18.26 | |||||
|
|
|
|||||||
Stock Options
The Company is authorized to grant stock options under the MIP that have an exercise price no less than 100% of the fair market value of the Company’s common stock on the date of grant and expire ten years after the date of grant. The Company has granted stock options that are subject to both time-based and market-based vesting provisions. The outstanding stock options were subject to a three-year time-vest condition that commenced on their grant date in September 2020 and was satisfied in September 2023. The market-based vesting provision requires the Company to achieve certain levels of total enterprise value and will be measured at the earliest to occur of (a) September 4, 2027, the seventh anniversary of the grant date, (b) an initial public offering of the Company’s common stock, and (c) a change in control of the Company, in accordance with the MIP and the underlying grant agreement. The actual number of stock options that could be received by an award recipient of the market-based stock options can range from 0% to 100% of the award depending on the actual level of total enterprise value attained by the Company on the applicable measurement date. Vesting is generally subject to the grantee’s continued employment through the applicable vesting date.
The Company utilizes the Black-Scholes model to determine the fair value of the stock options. The Black-Scholes model is affected by the fair value of the Company’s common stock, the time-based or market-based vesting thresholds, and certain other assumptions, including contractual term, volatility, risk-free interest rate and expected dividends. The Company does not have a history of market prices of its privately-held common stock, and as such volatility is estimated using historical volatilities of similar public entities. The risk-free interest rate assumption is based on observed interest rates appropriate for the terms of the awards. The dividend yield assumption is based on the Company’s history and current expectation of paying no dividends.
As of December 31, 2025, the Company has unamortized stock-based compensation expense of $4.1 million related to such stock options, which will be recognized on a straight-line basis over the remaining vesting period, or 1.6 years. The Company has recorded approximately $2.0 million, $1.0 million, and $0.4 million of non-cash incentive compensation expense for the years ended December 31, 2025, 2024 and 2023, respectively, associated with stock options. Included in the 2025 non-cash incentive compensation expense was $0.0 million for the acceleration of unamortized stock-based compensation expense related to the repurchased MIP stock options and $0.3 million of additional stock-based compensation expense for the excess of the purchase price over the fair value of the repurchased MIP stock options.
27
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table represents the Company’s stock option activity for the year ended December 31, 2025 (in thousands, except per share data and years):
| Number of Shares |
Weighted Average Exercise Price |
Weighted-Average Remaining Contractual Term (years) |
Aggregate Intrinsic Value |
|||||||||||||
| Stock options outstanding at January 1, 2025 |
560 | $ | 10.00 | 5.7 | $ | 31,586 | ||||||||||
| Granted during the period |
131 | $ | 65.67 | 2.2 | $ | 1,225 | ||||||||||
| Exercised during the period |
— | — | — | — | ||||||||||||
| Forfeited or expired during the period |
— | — | — | — | ||||||||||||
| Repurchased during the period |
(21 | ) | $ | 11.81 | — | $ | 1,316 | |||||||||
|
|
|
|||||||||||||||
| Stock options outstanding at December 31, 2025 |
670 | $ | 20.81 | 4.7 | $ | 36,307 | ||||||||||
|
|
|
|||||||||||||||
| Exercisable stock options outstanding at December 31, 2025 |
— | — | — | — | ||||||||||||
|
|
|
|||||||||||||||
The following table represents the Company’s stock option activity for the year ended December 31, 2024 (in thousands, except per share data and years):
| Number of Shares |
Weighted Average Exercise Price |
Weighted-Average Remaining Contractual Term (years) |
Aggregate Intrinsic Value |
|||||||||||||
| Stock options outstanding at January 1, 2024 |
598 | $ | 10.00 | 6.7 | $ | 34,224 | ||||||||||
| Granted during the period |
— | — | — | — | ||||||||||||
| Exercised during the period |
— | — | — | — | ||||||||||||
| Forfeited or expired during the period |
— | — | — | — | ||||||||||||
| Repurchased during the period |
(38 | ) | $ | 10.00 | — | $ | 2,131 | |||||||||
|
|
|
|||||||||||||||
| Stock options outstanding at December 31, 2024 |
560 | $ | 10.00 | 5.7 | $ | 31,586 | ||||||||||
|
|
|
|||||||||||||||
| Exercisable stock options outstanding at December 31, 2024 |
— | — | — | — | ||||||||||||
|
|
|
|||||||||||||||
14. Income Taxes
Income from operations before income taxes, based on jurisdiction earned, was as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| U.S. |
$ | 121,978 | $ | 76,876 | $ | 65,022 | ||||||
| Foreign |
40,430 | 28,608 | 26,011 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total income from operations before income taxes |
$ | 162,408 | $ | 105,484 | $ | 91,033 | ||||||
|
|
|
|
|
|
|
|||||||
28
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The components of the income tax expense (benefit) in the accompanying consolidated statements of operations were as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Current tax expense: |
||||||||||||
| U.S. - federal and state |
$ | 213 | $ | 89 | $ | 33 | ||||||
| Foreign |
10,887 | 7,986 | 15,122 | |||||||||
|
|
|
|
|
|
|
|||||||
| Current tax expense |
11,100 | 8,075 | 15,155 | |||||||||
| Deferred tax expense (benefit): |
||||||||||||
| U.S. - federal and state |
(21,678 | ) | 4,203 | 1,340 | ||||||||
| Foreign |
(404 | ) | 404 | — | ||||||||
|
|
|
|
|
|
|
|||||||
| Deferred tax expense (benefit) |
(22,082 | ) | 4,607 | 1,340 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total tax expense (benefit) |
$ | (10,982 | ) | $ | 12,682 | $ | 16,495 | |||||
|
|
|
|
|
|
|
|||||||
The components of cash paid for income taxes for the year ended December 31, 2025, is as follows:
| Year Ended December 31, 2025 |
||||
| U.S. federal |
$ | 400 | ||
| U.S. state and local |
12 | |||
| Foreign: |
||||
| Mexico |
7,082 | |||
| Brazil |
1,797 | |||
| Colombia |
6,394 | |||
| Other foreign jurisdictions |
231 | |||
|
|
|
|||
| Total cash taxes paid, net |
$ | 15,916 | ||
|
|
|
|||
29
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The following table reconciles the difference between the Company’s income tax provision calculated at the federal statutory rate of 21% and the actual income tax provision (in thousands):
| Year Ended December 31, |
||||||||
| 2025 | % | |||||||
| Total income from operations before income taxes |
$ | 162,408 | ||||||
| U.S. federal statutory income tax rate |
34,106 | 21.0 | % | |||||
| Domestic federal |
||||||||
| Foreign tax credits |
(3,876 | ) | (2.4 | )% | ||||
| Nontaxable and nondeductible items |
(1,112 | ) | (0.7 | )% | ||||
| Changes in valuation allowances |
(48,352 | ) | (29.8 | )% | ||||
| Other adjustments |
||||||||
| Cumulative deferred adjustment |
1,759 | 1.1 | % | |||||
| Other |
85 | 0.1 | % | |||||
| Domestic state and local income taxes, net of federal effect(1) |
(804 | ) | (0.5 | )% | ||||
| Foreign tax effects |
||||||||
| Mexico |
||||||||
| Foreign tax credits |
(1,875 | ) | (1.2 | )% | ||||
| Nontaxable and nondeductible items |
(6,730 | ) | (4.2 | )% | ||||
| Cumulative deferred adjustment |
(8,287 | ) | (5.1 | )% | ||||
| Changes in valuation allowances |
20,846 | 12.8 | % | |||||
| Withholding tax |
1,452 | 0.9 | % | |||||
| Other |
1,912 | 1.2 | % | |||||
| Brazil |
||||||||
| Nontaxable and nondeductible items |
(5,087 | ) | (3.1 | )% | ||||
| Changes in valuation allowances |
5,505 | 3.4 | % | |||||
| Other |
(154 | ) | (0.1 | )% | ||||
| Guyana |
||||||||
| Tax exempt income |
(1,724 | ) | (1.1 | )% | ||||
| Other |
756 | 0.5 | % | |||||
| Other foreign jurisdictions |
598 | 0.4 | % | |||||
|
|
|
|
|
|||||
| Income tax expense (benefit) |
$ | (10,982 | ) | (6.8 | )% | |||
|
|
|
|
|
|||||
| (1) | The states and local jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category includes Louisiana. |
30
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
| Year Ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| U.S. federal statutory income tax rate |
$ | 22,152 | $ | 19,117 | ||||
| U.S. state taxes, net |
1,793 | 1,548 | ||||||
| Non-deductible expense |
1,270 | 744 | ||||||
| Stock-based compensation |
(1,443 | ) | (85 | ) | ||||
| Fair value adjustment of liability-classified warrants |
(1,228 | ) | 2,478 | |||||
| Changes in valuation allowances |
(18,625 | ) | (5,852 | ) | ||||
| Remeasurement of deferred taxes |
1,525 | — | ||||||
| Return to accrual |
3,306 | (464 | ) | |||||
| Uncertain tax positions |
— | (189 | ) | |||||
| Foreign taxes and other |
3,932 | (802 | ) | |||||
|
|
|
|
|
|||||
| Income tax expense |
$ | 12,682 | $ | 16,495 | ||||
|
|
|
|
|
|||||
The Company records U.S. federal and state deferred taxes using a blended statutory tax rate of 22.7%. During 2024, the Company revalued its Louisiana net operating losses to reflect new tax rates effective for 2024.
The net long-term deferred tax assets (liabilities) in the accompanying consolidated balance sheets included the following components (in thousands):
| Year Ended December 31, | ||||||||
| 2025 | 2024 | |||||||
| Deferred tax liabilities: |
||||||||
| Deferred charges and other liabilities |
$ | (33,667 | ) | $ | (27,218 | ) | ||
| Fixed assets |
(33,144 | ) | (40,132 | ) | ||||
|
|
|
|
|
|||||
| Total deferred tax liabilities |
(66,811 | ) | (67,350 | ) | ||||
| Deferred tax assets: |
||||||||
| Net operating loss carryforwards |
107,650 | 97,270 | ||||||
| Allowance for doubtful accounts |
2,546 | 2,534 | ||||||
| Stock-based compensation expense |
3,668 | 3,304 | ||||||
| Tax original issue discount and restructuring costs |
16 | 1,757 | ||||||
| Right-of-use liability |
69,406 | 75,087 | ||||||
| Foreign tax credit carryforward |
40,949 | 34,796 | ||||||
| Interest expense limitation |
31,095 | 39,896 | ||||||
| Other |
22,822 | 27,266 | ||||||
|
|
|
|
|
|||||
| Total deferred tax assets |
278,152 | 281,910 | ||||||
| Valuation allowance |
(195,307 | ) | (220,609 | ) | ||||
|
|
|
|
|
|||||
| Total deferred tax assets (liabilities), net |
$ | 16,034 | $ | (6,049 | ) | |||
|
|
|
|
|
|||||
31
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
As of December 31, 2025, the Company had net operating loss carryforwards, or NOLs, which can only be utilized if the Company generates taxable income in the respective tax jurisdiction prior to their expiration. The following table represents the Company’s NOLs (in thousands):
| Jurisdiction |
December 31, 2025 | Expiration Years | ||||
| United States - federal |
$ | 265,979 | None | |||
| U.S. states |
70,370 | None | ||||
| Mexico |
86,414 | 2027-2035 | ||||
| Brazil (1) |
37,175 | None | ||||
| Trinidad |
31,201 | None | ||||
| (1) | NOLs in Brazil can only be used to offset up to 30% of taxable income each year. |
The Company also has foreign tax credit carryforwards of approximately $36.3 million, which if not utilized will expire in 2026 through 2035.
IRC Sections 382 and 383 provide an annual limitation with respect to the ability of a corporation to utilize its tax attributes against future U.S. taxable income in the event of a change in ownership of more than 50%. The Company had a change in ownership during 2020 for purposes of IRC Sections 382 and 383, causing an annual limitation to apply to $58.3 million of U.S. federal NOLs. These federal NOLs, as well as other tax attributes, such as U.S. state NOLs or foreign tax credit carryforwards, could expire if unused due to the applicable annual limitations.
In assessing the realizability of its deferred tax assets, including NOLs and foreign tax credits, the Company considered all available positive and negative evidence, including historical operating results, the scheduled reversal of taxable and deductible temporary differences, tax planning strategies, and forecasted future taxable income, as required under ASC 740. The Company’s evaluation places greater weight on objectively verifiable evidence. Prior to December 31, 2025, the Company did not consider forecasted future taxable income to assess the realizability of its U.S. deferred tax assets based on the Company’s evaluation of positive and negative evidence, primarily historical losses. Forecasted future taxable income is based on management-approved financial projections that reflect assumptions regarding future revenue growth, operating margins, capital expenditures, and other relevant factors. These projections are inherently subject to uncertainty and may be impacted by changes in economic conditions, competitive dynamics, customer demand, legislative actions and other factors outside of the Company’s control. Based on this evaluation, the Company determined that it is more likely than not that a portion of its U.S. deferred tax assets will be realized through the generation of future taxable income. Accordingly, the Company has recorded a valuation allowance to reduce its deferred tax assets to the amount that is expected to be realizable. The valuation allowance recorded primarily relates to foreign net operating losses, foreign tax credits, interest expense carryforwards dependent on foreign source income, and Section 382-limited federal and state net operating losses. As of December 31, 2025 and 2024, the Company recorded valuation allowances of $195.3 million and $220.6 million, respectively. The valuation allowance may increase or decrease in future periods if management’s assessment of the realizability of deferred tax assets changes as a result of new information, changes in operating performance, or changes in tax laws.
The Company is no longer subject to tax audits being initiated by U.S. federal, state, local or foreign taxing authorities for years prior to 2021. The Company has ongoing examinations by various foreign tax authorities for earlier periods, but does not believe that the results of those examinations will have a material adverse effect on the Company’s financial position or results of operations. Please see Note 16 below for further discussion regarding the relevant ongoing foreign tax examinations.
32
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
On July 4, 2025, the One Big Beautiful Bill Act was signed into U.S. law. The most significant tax law changes resulting from the passage of the act that may have an impact on the Company related to depreciation allowances for certain property, deduction of U.S. research and experimental expenditures, and changes to adjusted taxable income for purposes of the business interest deduction. The impact of the tax law changes and the deferred tax rate is required to be reflected in the reporting period in which the law is enacted. Accordingly, the Company has evaluated the effects of these law changes on its current and deferred taxes and has reflected the resulting impact on its financial position and results from operations, which resulted in a $0.9 million tax expense recorded as a discrete item in the third quarter for the year ended December 31, 2025.
A reconciliation of the beginning and ending amount of all unrecognized tax benefits and the liability for uncertain tax positions, excluding related penalties and interest(1), are as follows (in thousands):
| Balance at December 31, 2023 |
$ | 1,341 | ||
| Additions, net based on tax positions related to a prior year |
— | |||
|
|
|
|||
| Balance at December 31, 2024 |
$ | 1,341 | ||
|
|
|
|||
| Additions, net based on tax positions related to a prior year |
— | |||
|
|
|
|||
| Balance at December 31, 2025 |
$ | 1,341 | ||
|
|
|
| (1) | Penalties and interest of $1.4 million and $1.1 million were recorded in the consolidated statements of operations for uncertain tax positions for the years ended December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, the cumulative amount of penalties and interest related to uncertain tax positions reflected in other long-term liabilities on the consolidated balance sheets totaled $3.1 million and $2.8 million, respectively. |
Mexico Tax Audits
The Company is subject to audit by various Mexican statutory bodies, including the Mexican tax authorities, or SAT. In recent years, SAT has initiated several audits of the Company’s Mexican subsidiaries for tax years between 2015 and 2021. In November 2018, SAT commenced an audit of a Mexican subsidiary’s 2015 tax return and asserted certain positions that disallowed a significant portion of the Company’s deductible expenses, which resulted in additional taxes, interest and penalties being assessed. As a result, the Company engaged in non-binding mediation proceedings, which concluded in 2021 without resolution. In April 2022, the Company received an official assessment from SAT and subsequently initiated an appeal process through the Mexican tax judicial system in June 2022. In April 2024, the Company initiated a separate non-binding mediation related to a Mexican subsidiary’s tax returns from 2017 through 2021, which concluded in February 2025 without resolution and resulted in an additional assessment by SAT in July 2025. The Company filed an administrative appeal of the assessment as we believe SAT has attempted to retroactively apply a change in Mexican tax law that did not become effective until 2022, subsequent to the tax periods that are being assessed. In September 2025, the Company received additional tax assessments for another Mexican subsidiary related to tax returns from 2018 and 2020 with similarly egregious positions as previously asserted by SAT. The Company filed administrative appeals for both assessments in October 2025.
As of December 31, 2025, the Company had accrued a liability totaling $2.7 million for potential losses from additional taxes, interest and penalties resulting from the 2015 tax assessment and no liabilities for the other assessments for 2017 through 2021 based upon estimates developed in collaboration with its Mexican tax and legal advisors for the ongoing audits and appeals. The Company believes it has properly applied the applicable tax laws for all periods audited by SAT and has reasonably supported its positions.
The ultimate impact resulting from the tax assessments and appeal process and other ongoing tax audits may materially differ from the current estimates. Final resolution of these matters will likely require several years, and the Company believes it is remote that any developments in the next 12 months would adversely affect its positions or reduce its confidence in a favorable outcome. An unexpected adverse final outcome in any of the pending appeals could have a material impact on the Company’s financial position and operating results. The Company will continue to update its estimates related to these pending proceedings as new information warrants.
33
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
15. Leases
Lease expense for operating leases is recorded in general and administrative and operating expenses. Lease expense for finance leases are recorded in amortization and interest expense. Total lease expenses incurred for operating and finance leases were as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Finance lease expense: |
||||||||||||
| Amortization of right-of-use assets |
$ | 2,065 | $ | 489 | $ | 372 | ||||||
| Interest on lease liabilities |
492 | 62 | 45 | |||||||||
| Operating lease expense |
4,603 | 7,184 | 7,241 | |||||||||
| Short-term lease expense |
830 | 784 | 2,869 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total lease expense |
$ | 7,990 | $ | 8,519 | $ | 10,527 | ||||||
|
|
|
|
|
|
|
|||||||
Supplemental cash flow information related to leases was as follows (in thousands):
| Year Ended December 31, | ||||||||||||
| 2025 | 2024 | 2023 | ||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: |
||||||||||||
| Operating cash flows for operating leases |
$ | 4,758 | $ | 6,650 | $ | 7,012 | ||||||
| Operating cash flows for financing leases |
494 | 62 | 45 | |||||||||
| Financing cash flows for financing leases |
1,844 | 396 | 287 | |||||||||
| Right-of-use assets obtained in exchange for lease obligations: |
||||||||||||
| Operating leases |
908 | 4,307 | 3,649 | |||||||||
| Finance leases |
11,567 | 966 | 291 | |||||||||
Annual maturities of operating and finance lease liabilities under non-cancelable leases with terms in excess of one year, during each year ending December 31, are as follows (in thousands):
| Operating | Finance | |||||||
| 2026 |
$ | 3,691 | $ | 5,032 | ||||
| 2027 |
3,601 | 4,589 | ||||||
| 2028 |
3,380 | 2,668 | ||||||
| 2029 |
3,534 | 64 | ||||||
| 2030 |
3,725 | — | ||||||
| Thereafter |
10,199 | — | ||||||
|
|
|
|
|
|||||
| Total lease payments |
28,130 | 12,353 | ||||||
| Less: imputed interest |
7,353 | 1,349 | ||||||
|
|
|
|
|
|||||
| Total lease liabilities |
$ | 20,777 | $ | 11,004 | ||||
|
|
|
|
|
|||||
| Weighted-average remaining lease term (in years) |
7.43 | 2.51 | ||||||
| Weighted-average discount rate |
8.0 | % | 9.1 | % | ||||
34
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
16. Commitments and Contingencies
Vessel Construction
In October 2023, the Company entered into a final settlement of a dispute with Zurich American Insurance Company and Fidelity & Deposit Company of Maryland, together the Surety, and Gulf Island Shipyards, LLC, or Gulf Island, related to the construction of two MPSV newbuilds. Pursuant to the settlement agreement, Gulf Island released all claims asserted against the Company and the Company released its claims against Gulf Island and the Surety. Further, the Surety agreed to take over and complete the construction of the two U.S.-flagged, Jones Act-qualified, HOS 400 class MPSVs at a shipyard acceptable to the Company. In December 2023, Eastern Shipbuilding Group, Inc., or Eastern, was mutually selected by the parties and contracted by the Surety to complete the construction of the two MPSVs. The Company is obligated to pay only the remaining portion of the original shipyard contract price for the two MPSVs, which then amounted to $53.8 million in the aggregate on the settlement date, but was subsequently reduced to $42.6 million for liquidated damages resulting from shipyard delays. The Surety is required to cure all defaults of Gulf Island and pay all completion costs in excess of the $42.6 million remaining original contract price, excluding any approved change orders arising after the settlement date. There is no cap on the Surety’s completion costs. As of December 31, 2025, the Company has fulfilled its $42.6 million contractual obligation and all remaining construction costs are to be paid by the Surety to Eastern.
Following physical delivery by Eastern, which is expected in 2027, each vessel will undergo crane and other system installations, which should make both vessels available for commercial service in 2027. In addition, to the previously paid $42.6 million contractual obligation, the Company expects to incur an additional $87.1 million in the aggregate for outfitting, engineering, overhead and the post-delivery discretionary enhancements, of which $59.6 million solely relates to the purchase and installation of the cranes. As of December 31, 2025, the Company had incurred $30.7 million of such incremental amounts, excluding capitalized interest.
Contingencies
In the normal course of its business, the Company becomes involved in various claims and legal proceedings in which monetary damages are sought. It is management’s opinion that the Company’s liability, if any, under such claims or proceedings would not materially affect the Company’s financial position or results of operations. The Company insures against losses relating to its vessels, pollution and third-party liabilities, including claims by employees under Section 33 of the Merchant Marine Act of 1920. Third party liabilities and pollution claims that relate to vessel operations are covered by the Company’s entry in a mutual protection and indemnity association, or P&I Club, as well as by marine liability policies in excess of the P&I Club’s coverage. The Company provides reserves for any individual claim deductibles for which the Company remains responsible by using an estimation process that considers Company-specific and industry data, as well as management’s experience, assumptions and consultation with outside counsel. As additional information becomes available, the Company will assess the potential liability related to its pending claims and revise its estimates. Although historically revisions to such estimates have not been material, changes in estimates of the potential liability could materially impact the Company’s results of operations, financial position or cash flows. The Company had accrued $0.6 million and $0.7 million for potential insurance deductibles or losses associated with such claims as of December 31, 2025 and 2024, respectively.
Brazil Importation Tax Assessment
In April 2021, the Company received notification from the Brazilian tax authorities of an importation tax assessment against the HOS Achiever with respect to the vessel’s services contract in Brazil from February 2019 to January 2020. At the time of the HOS Achiever’s importation, the Company was granted a statutorily available tax exemption based on the vessel’s functional capabilities and intended use under the services contract. The tax authorities are now asserting that the HOS Achiever does not qualify for the applicable exemption. The Company believes the HOS Achiever does, in fact, meet the criteria set forth under the applicable law and intends to defend its position in a Brazilian
35
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
court. While the final outcome of this assessment is uncertain and could possibly result in the payment and loss of an estimated $6.0 million to $12.0 million in related importation taxes and penalties, the Company believes there is a high likelihood that its position will prevail and the exemption will be granted in accordance with the law. Furthermore, the Company believes that any amounts that may become due in connection with this matter should be recoverable from its customer under the terms of the vessel’s services contract. Accordingly, the Company has not accrued any liability for potential losses that may result from this matter.
17. Employment Agreements
The Company is party to employment agreements with certain members of its executive management team. These agreements include, among other things, contractually stated base salaries and a structured cash short-term incentive compensation program dependent upon performance against reasonably obtainable objective performance criteria established by the Compensation Committee. In the event such a member of the executive management team is terminated due to certain events as defined in such officer’s agreement, the executive will receive (i) the executive’s accrued base salary through the date of the executive’s termination, (ii) payment in lieu of any earned, but unused, vacation, and (iii) reimbursement of the executive’s expenses in accordance with the Company’s reimbursement policy as in effect from time to time. In addition, the executive may receive cash severance depending on the timing and circumstances of the termination. The current term of these employment agreements expires on September 4, 2026 and automatically extends each year thereafter on September 4th for an additional year.
18. Reportable Segment
The Company has one reportable segment, which encompasses all aspects of its marine transportation services business. Revenues from customers are derived from the chartering of the Company’s vessels, providing vessel management services to external vessel owners, and providing shore-based port facility services. As the chief operating decision maker, the Company’s Chief Executive Officer evaluates operating results on a consolidated basis to assess performance and allocate resources. While the Company’s vessels operate in various geographic regions and end-customer markets, they are centrally managed, share multiple forms of common costs, provide similar or complementary marine transportation services, are manned by crews that may move from location to location or market to market as needed, and are marketed on a portfolio basis with the goal of maximizing net income, Adjusted EBITDA and Adjusted Free Cash Flow and generating the highest possible rate of return on invested capital without a permanent commitment of any particular vessel to any specific geographic region or customer market.
The revenues, expenses and net income of the Company’s one reportable segment, as reviewed and assessed by the chief operating decision maker, are equal to and categorized consistently with the amounts reflected in the consolidated statements of operations for the years ended December 31, 2025, 2024 and 2023. The measure of segment assets is reported on the consolidated balance sheet as total assets as of December 31, 2025 and 2024.
The chief operating decision maker utilizes net income, as reflected in the consolidated statements of operations, and net cash flows provided by operating activities, as reflected in the consolidated statements of cash flows, to measure profitability and liquidity, as well as to calculate supplemental non-GAAP financial metrics, such as EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow, primarily for planning and forecasting overall expectations and for evaluating actual results against such expectations; for short-term cash bonus incentive compensation purposes; to compare to such metrics of other companies when evaluating potential acquisitions; to assess the Company’s ability to service existing fixed charges and incur additional indebtedness; and to purchase, convert or construct additional vessels.
36
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
19. Related Party Transactions
Pursuant to the terms of the Trade Name and Trademark License Agreement entered into by and between the Company and HFR, LLC, the Company made payments of $2.0 million during each of the years ended December 31, 2025 and 2024 for licensing fees associated with the use of Hornbeck trade names, trademarks, and related logos. HFR, LLC is a Texas Limited Liability Company owned by Todd M. Hornbeck and Troy A. Hornbeck. Todd M. Hornbeck serves as the Company’s Chairman of the Board of Directors, President and Chief Executive Officer. Troy A. Hornbeck is the brother of Todd M. Hornbeck and serves as the Company’s Director of Vendor Relations. As of December 31, 2025 and December 31, 2024, the Company had accrued amounts payable to HFR, LLC totaling $1.3 million and $1.3 million, respectively.
On October 1, 2022, a member of the Company’s Board of Directors assumed an officer role with an existing Hornbeck customer. For the years ended December 31, 2025 and 2024, the Company generated $63.4 million, or 9%, and $83.9 million, or 13%, of revenues, respectively, from contracts with such customer. The Company had outstanding accounts receivable from this customer totaling $4.9 million and $9.4 million as of December 31, 2025 and December 31, 2024, respectively.
20. Subsequent Events
The Company has evaluated subsequent events through March 24, 2026, which represents the date its financial statements were available to be issued and determined that all materially relevant information known through this date has been appropriately addressed within the consolidated financial statements and notes.
37
Exhibit 99.2
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2026 AND 2025
TABLE OF CONTENTS
| Page | ||||
| Consolidated Balance Sheets |
2 | |||
| Consolidated Statements of Operations |
3 | |||
| Consolidated Statements of Comprehensive Income |
4 | |||
| Consolidated Statements of Changes in Stockholders’ Equity |
5 | |||
| Consolidated Statements of Cash Flows |
6 | |||
| Notes to Consolidated Financial Statements |
7 | |||
1
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
| June 30, 2026 |
December 31, 2025 |
|||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 95,650 | $ | 54,167 | ||||
| Accounts receivable, net of allowance for credit losses of $8,084 and $7,511, respectively |
167,288 | 164,695 | ||||||
| Prepaid expenses |
6,284 | 4,941 | ||||||
| Taxes receivable |
22,061 | 19,026 | ||||||
| Other current assets |
16,465 | 14,180 | ||||||
|
|
|
|
|
|||||
| Total current assets |
307,748 | 257,009 | ||||||
| Property, plant and equipment, net |
761,472 | 754,135 | ||||||
| Deferred charges, net |
121,148 | 97,234 | ||||||
| Deferred tax assets, net |
8,224 | 16,034 | ||||||
| Operating lease right-of-use assets |
16,710 | 17,802 | ||||||
| Finance lease right-of-use assets |
8,677 | 10,516 | ||||||
| Other assets |
57 | 57 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 1,224,036 | $ | 1,152,787 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Accounts payable |
$ | 89,916 | $ | 58,251 | ||||
| Accrued interest |
3,478 | 3,571 | ||||||
| Accrued payroll and benefits |
21,520 | 24,429 | ||||||
| Current maturities of long-term debt, net of original issue discount of $999 and $1,021, and deferred financing costs of $331 and $334, respectively |
34,588 | 30,259 | ||||||
| Operating lease liabilities |
3,509 | 3,532 | ||||||
| Finance lease liabilities |
4,819 | 4,809 | ||||||
| Accrued taxes payable |
8,521 | 9,363 | ||||||
| Deferred revenue |
2,744 | 3,918 | ||||||
| Other current liabilities |
4,693 | 4,137 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
173,788 | 142,269 | ||||||
| Long-term debt, net of original issue discount of $4,265 and $4,742, and deferred financing costs of $2,053 and $1,618, respectively |
416,962 | 410,352 | ||||||
| Operating lease liabilities |
16,253 | 17,245 | ||||||
| Finance lease liabilities |
4,520 | 6,195 | ||||||
| Other long-term liabilities |
8,350 | 8,364 | ||||||
|
|
|
|
|
|||||
| Total long-term liabilities |
446,085 | 442,156 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
619,873 | 584,425 | ||||||
|
|
|
|
|
|||||
| STOCKHOLDERS’ EQUITY |
||||||||
| Common stock: $0.00001 par value; 50,000 shares authorized; 5,271 and 5,232 shares issued and outstanding, respectively |
— | — | ||||||
| Additional paid-in capital |
262,227 | 259,166 | ||||||
| Retained earnings |
341,572 | 311,337 | ||||||
| Accumulated other comprehensive income (loss) |
364 | (2,141 | ) | |||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
604,163 | 568,362 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 1,224,036 | $ | 1,152,787 | ||||
|
|
|
|
|
|||||
2
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Revenues: |
||||||||||||||||
| Vessel revenues |
$ | 171,026 | $ | 193,685 | $ | 331,394 | $ | 321,137 | ||||||||
| Non-vessel revenues |
12,229 | 12,919 | 24,582 | 25,292 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 183,255 | 206,604 | 355,976 | 346,429 | |||||||||||||
| Costs and expenses: |
||||||||||||||||
| Operating expense |
98,912 | 90,403 | 189,942 | 187,232 | ||||||||||||
| Depreciation expense |
12,231 | 9,983 | 24,256 | 19,990 | ||||||||||||
| Amortization expense |
15,332 | 9,138 | 28,107 | 18,965 | ||||||||||||
| General and administrative expense |
19,824 | 19,473 | 38,230 | 35,015 | ||||||||||||
| Stock-based compensation expense |
3,090 | 2,339 | 4,250 | 3,453 | ||||||||||||
| Merger and integration costs |
8,514 | — | 12,445 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 157,903 | 131,336 | 297,230 | 264,655 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Gain on sale of assets |
663 | 12,836 | 1,642 | 12,879 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
26,015 | 88,104 | 60,388 | 94,653 | ||||||||||||
| Interest expense |
9,174 | 7,927 | 18,433 | 15,929 | ||||||||||||
| Interest income |
1,262 | 1,062 | 1,896 | 2,345 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net interest expense |
7,912 | 6,865 | 16,537 | 13,584 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 18,103 | 81,239 | 43,851 | 81,069 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Other income (expense): |
||||||||||||||||
| Loss on early extinguishment of debt |
— | (67 | ) | — | (67 | ) | ||||||||||
| Postponed offering costs |
(3,617 | ) | — | (3,617 | ) | — | ||||||||||
| Foreign currency gain |
107 | 39 | 293 | 71 | ||||||||||||
| Other income |
68 | — | 68 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (3,442 | ) | (28 | ) | (3,256 | ) | 4 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
14,661 | 81,211 | 40,595 | 81,073 | ||||||||||||
| Income tax expense |
3,525 | 6,584 | 10,356 | 6,340 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 11,136 | $ | 74,627 | $ | 30,239 | $ | 74,733 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic earnings per common share |
$ | 0.72 | $ | 4.66 | $ | 1.96 | $ | 4.67 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted earnings per common share |
$ | 0.63 | $ | 4.12 | $ | 1.71 | $ | 4.13 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
3
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| (Unaudited) | (Unaudited) | |||||||||||||||
| Net income |
$ | 11,136 | $ | 74,627 | $ | 30,239 | $ | 74,733 | ||||||||
| Other comprehensive income: |
||||||||||||||||
| Foreign currency translation income, net |
842 | 2,334 | 2,505 | 5,214 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total comprehensive income |
$ | 11,978 | $ | 76,961 | $ | 32,744 | $ | 79,947 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
4
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
| Three Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| Common Shares |
Warrants | Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders Equity |
||||||||||||||||||||||
| Balance at April 1, 2026 |
5,266 | 11,584 | $ | — | $ | 259,327 | $ | 330,438 | $ | (478 | ) | $ | 589,287 | |||||||||||||||
| Issuance of common stock and warrants |
5 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 2,900 | — | — | 2,900 | |||||||||||||||||||||
| Shares withheld for employee withholding taxes |
— | — | — | — | — | — | — | |||||||||||||||||||||
| Common stock, Jones Act Warrants, and Creditor Warrants repurchased |
— | — | — | — | (2 | ) | — | (2 | ) | |||||||||||||||||||
| Net income |
— | — | — | — | 11,136 | — | 11,136 | |||||||||||||||||||||
| Foreign currency translation income, net |
— | — | — | — | — | 842 | 842 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at June 30, 2026 |
5,271 | 11,584 | $ | — | $ | 262,227 | $ | 341,572 | $ | 364 | $ | 604,163 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Six Months Ended June 30, 2026 | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| Common Shares |
Warrants | Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders Equity |
||||||||||||||||||||||
| Balance at January 1, 2026 |
5,232 | 11,584 | $ | — | $ | 259,166 | $ | 311,337 | $ | (2,141 | ) | $ | 568,362 | |||||||||||||||
| Issuance of common stock and warrants |
39 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 4,060 | — | — | 4,060 | |||||||||||||||||||||
| Shares withheld for employee withholding taxes |
— | — | — | (999 | ) | — | — | (999 | ) | |||||||||||||||||||
| Common stock, Jones Act Warrants, and Creditor Warrants repurchased |
— | — | — | — | (4 | ) | — | (4 | ) | |||||||||||||||||||
| Net income |
— | — | — | — | 30,239 | — | 30,239 | |||||||||||||||||||||
| Foreign currency translation income, net |
— | — | — | — | — | 2,505 | 2,505 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at June 30, 2026 |
5,271 | 11,584 | $ | — | $ | 262,227 | $ | 341,572 | $ | 364 | $ | 604,163 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Three Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| Common Shares |
Warrants | Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders Equity |
||||||||||||||||||||||
| Balance at April 1, 2025 |
5,416 | 12,024 | $ | — | $ | 264,472 | $ | 176,867 | $ | (4,608 | ) | $ | 436,731 | |||||||||||||||
| Issuance of common stock and warrants |
3 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 2,149 | — | — | 2,149 | |||||||||||||||||||||
| Net income |
— | — | — | — | 74,627 | — | 74,627 | |||||||||||||||||||||
| Foreign currency translation income, net |
— | — | — | — | — | 2,334 | 2,334 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at June 30, 2025 |
5,419 | 12,024 | $ | — | $ | 266,621 | $ | 251,494 | $ | (2,274 | ) | $ | 515,841 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Six Months Ended June 30, 2025 | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| Common Shares |
Warrants | Common Stock |
Additional Paid-In Capital |
Retained Earnings |
Accumulated Other Comprehensive Income (Loss) |
Total Stockholders Equity |
||||||||||||||||||||||
| Balance at January 1, 2025 |
5,367 | 12,024 | $ | — | $ | 264,869 | $ | 176,761 | $ | (7,488 | ) | $ | 434,142 | |||||||||||||||
| Issuance of common stock and warrants |
52 | — | — | — | — | — | — | |||||||||||||||||||||
| Stock-based compensation expense |
— | — | — | 3,149 | — | — | 3,149 | |||||||||||||||||||||
| Shares withheld for employee withholding taxes |
— | — | — | (1,397 | ) | — | — | (1,397 | ) | |||||||||||||||||||
| Net income |
— | — | — | — | 74,733 | — | 74,733 | |||||||||||||||||||||
| Foreign currency translation income, net |
— | — | — | — | — | 5,214 | 5,214 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance at June 30, 2025 |
5,419 | 12,024 | $ | — | $ | 266,621 | $ | 251,494 | $ | (2,274 | ) | $ | 515,841 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
5
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 30,239 | $ | 74,733 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation expense |
24,256 | 19,990 | ||||||
| Amortization expense |
28,107 | 18,965 | ||||||
| Stock-based compensation expense |
4,250 | 3,453 | ||||||
| Loss on early extinguishment of debt |
— | 67 | ||||||
| Provision for (recovery of) credit losses |
573 | (1,028 | ) | |||||
| Deferred tax expense (benefit) |
— | 475 | ||||||
| Amortization of deferred financing costs & OID |
962 | 452 | ||||||
| Amortization of deferred contract-specific costs of sales |
64 | 1,082 | ||||||
| Gain on sale of assets |
(1,642 | ) | (12,879 | ) | ||||
| Changes in operating assets and liabilities: |
||||||||
| Accounts receivable |
(2,690 | ) | (31,768 | ) | ||||
| Deferred drydocking charges |
(44,516 | ) | (32,712 | ) | ||||
| Other current and long-term assets |
3,737 | (6,523 | ) | |||||
| Accounts payable |
24,279 | (4,588 | ) | |||||
| Accrued interest |
(93 | ) | 2,878 | |||||
| Accrued liabilities and other liabilities |
(5,665 | ) | 3,846 | |||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
61,861 | 36,443 | ||||||
|
|
|
|
|
|||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Maintenance capital improvements |
(12,028 | ) | (10,511 | ) | ||||
| Growth capital expenditures |
(5,998 | ) | (28,888 | ) | ||||
| Commercial capital expenditures |
(12,407 | ) | (14,315 | ) | ||||
| Non-vessel capital expenditures |
(484 | ) | (283 | ) | ||||
| Net proceeds from sale of assets |
1,994 | 13,020 | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(28,923 | ) | (40,977 | ) | ||||
|
|
|
|
|
|||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Principal payments on second-lien term loans |
(14,129 | ) | (1,674 | ) | ||||
| Prepayment fee on second-lien term loans |
— | (67 | ) | |||||
| Proceeds from first lien revolving credit facility |
25,000 | — | ||||||
| Deferred financing costs |
— | 262 | ||||||
| Cash paid for withholding taxes on net share settlements |
(999 | ) | (1,397 | ) | ||||
| Principal payments under finance lease obligations |
(1,914 | ) | (258 | ) | ||||
| Other cash flows from financing activities |
— | (111 | ) | |||||
|
|
|
|
|
|||||
| Net cash provided by (used in) financing activities |
7,958 | (3,245 | ) | |||||
|
|
|
|
|
|||||
| Effects of foreign currency exchange rate changes on cash |
587 | 1,142 | ||||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
41,483 | (6,637 | ) | |||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash at beginning of period |
54,167 | 81,568 | ||||||
|
|
|
|
|
|||||
| Cash, cash equivalents and restricted cash at end of period |
$ | 95,650 | $ | 74,931 | ||||
|
|
|
|
|
|||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: |
||||||||
| Cash paid for interest |
$ | 21,487 | $ | 18,401 | ||||
|
|
|
|
|
|||||
| Cash paid for income taxes, net of refunds |
$ | 9,220 | $ | 11,590 | ||||
|
|
|
|
|
|||||
6
HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. Basis of Presentation
The accompanying unaudited consolidated financial statements reflect the financial position, results of operations, comprehensive income, cash flows, and changes in stockholders’ equity of Hornbeck Offshore Services, Inc., a Delaware corporation, and its consolidated subsidiaries, collectively referred to as “Hornbeck,” “Company,” “we,” “us,” or “our”.
The accompanying unaudited consolidated financial statements have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information. Accordingly, certain information and footnote disclosures normally included in our annual financial statements have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2025. In the opinion of management, the accompanying financial information reflects all normal recurring adjustments necessary to fairly state our results of operations, financial position and cash flows for the periods presented and are not indicative of the results that may be expected for a full year.
Our financial statements have been prepared on a consolidated basis. Under this basis of presentation, our financial statements consolidate all subsidiaries (entities in which we have a controlling financial interest), and all intercompany accounts and transactions have been eliminated.
2. Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company’s financial statements:
| Standard |
Description |
Date of Adoption |
Effect on the financial statements and other significant matters | |||
| Standards that have not been adopted: | ||||||
| ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | This standard improves the disclosures about an entity’s expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU No. 2024-03 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. | The Company will adopt the annual reporting requirements of ASU No. 2024-03 on January 1, 2027 and the interim disclosure requirements on January 1, 2028 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
| ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity | This standard revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. ASU No. 2025-03 must be applied prospectively. Early adoption is permitted. | Effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. | The Company will early adopt ASU No. 2025-03 on July 1, 2026. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
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| ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements | This standard improves the navigability of the required interim disclosures and clarifies when ASC 270 is applicable and what disclosures need to be provided in interim reporting. ASU No. 2025-11 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. | The Company will adopt the interim reporting requirements of ASU No. 2025-11 on January 1, 2028 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
| ASU No. 2025-12, Codification Improvements | This standard contains targeted improvements to the Codification covering a broad range of topics. The amendments in this update represent changes to the Codification that clarify, correct errors or make minor improvements. The amendments make the Codification easier to understand and apply. ASU No. 2025-12 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. | The Company will adopt the reporting requirements of ASU No. 2025-12 on January 1, 2027 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. | |||
3. Allowance for Credit Losses
The Company’s customers are primarily major and independent, domestic and international, oil and oilfield service companies, as well as national oil companies, the U.S. military and offshore wind companies. The Company’s customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company usually does not require collateral but does occasionally require letters of credit or payment-in-advance if undue credit risk is determined to exist with a particular contract or customer. The Company provides an estimate for credit losses based primarily on management’s judgment using the relative age of customer balances, historical losses, current economic conditions and individual evaluations of each customer to record an allowance for credit losses. Direct write-offs of receivables only occur when amounts are deemed uncollectible and all options for collection have been exhausted.
Activity in the allowance for credit losses was as follows (in thousands):
| Three Months Ended June 30, |
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| 2026 | 2025 | |||||||
| Balance at April 1 |
$ | 7,793 | $ | 6,496 | ||||
| Current period provision for credit losses |
291 | 404 | ||||||
| Write-offs |
— | — | ||||||
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| Balance at June 30 |
$ | 8,084 | $ | 6,900 | ||||
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| Six Months Ended June 30, |
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| 2026 | 2025 | |||||||
| Balance at January 1 |
$ | 7,511 | $ | 7,929 | ||||
| Current period provision for (recovery of) credit losses |
573 | (1,029 | ) | |||||
| Write-offs |
— | — | ||||||
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| Balance at June 30 |
$ | 8,084 | $ | 6,900 | ||||
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4. Revenues from Contracts with Customers
As of June 30, 2026, the Company had certain remaining performance obligations representing contracted vessel revenues for which work had not been performed and such contracts had an original expected duration of more than one year. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations for such contracts totaled $309.0 million, of which $71.8 million is expected to be fully recognized in 2026, $121.5 million in 2027, and $115.7 million in years beyond 2027. These amounts are a result of multi-year vessel charters that commenced between 2024 and 2026.
As of June 30, 2026, the Company had $2.7 million of deferred revenue included in current liabilities related to unsatisfied performance obligations that will be recognized during the remainder of 2026 and 2027.
Disaggregation of Revenues
The Company recognized revenues as follows (in thousands):
| Three Months Ended June 30, |
Six Months Ended June 30, |
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| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Vessel revenues |
$ | 171,026 | $ | 193,685 | $ | 331,394 | $ | 321,137 | ||||||||
| Vessel management revenues |
11,612 | 11,903 | 23,576 | 23,622 | ||||||||||||
| Shore-based facility revenues |
617 | 1,016 | 1,006 | 1,670 | ||||||||||||
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| $ | 183,255 | $ | 206,604 | $ | 355,976 | $ | 346,429 | |||||||||
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Revenues by geographic region (1) were as follows (in thousands, except for % of Total):
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||||||||||||||||||
| 2026 | % of Total |
2025 | % of Total |
2026 | % of Total |
2025 | % of Total |
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| United States |
$ | 128,157 | 69.9 | % | $ | 146,546 | 70.9 | % | $ | 247,743 | 69.6 | % | $ | 238,283 | 68.8 | % | ||||||||||||||||
| International (2)(3) |
55,098 | 30.1 | % | 60,058 | 29.1 | % | 108,233 | 30.4 | % | 108,146 | 31.2 | % | ||||||||||||||||||||
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| $ | 183,255 | 100.0 | % | $ | 206,604 | 100.0 | % | $ | 355,976 | 100.0 | % | $ | 346,429 | 100.0 | % | |||||||||||||||||
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| (1) | The Company attributes revenues to individual geographic regions based on the location where services are performed. |
| (2) | International revenues of $24.8 million, $20.1 million, and $8.9 million were attributed to services performed in Brazil, Mexico, and Colombia, respectively, for the three months ended June 30, 2026 and international revenues of $33.3 million, $8.9 million, and $8.7 million were attributed to services performed in Brazil, Colombia and Mexico, respectively, for the three months ended June 30, 2025. Revenues attributed to other countries were not individually material for the periods presented. |
| (3) | International revenues of $50.1 million, $36.8 million, and $16.4 million were attributed to services performed in Brazil, Mexico, and Colombia, respectively, for the six months ended June 30, 2026 and international revenues of $62.4 million, $17.7 million, and $16.0 million were attributed to services performed in Brazil, Colombia and Mexico, respectively, for the six months ended June 30, 2025. Revenues attributed to other countries were not individually material for the periods presented. |
Major Customers
Revenues from the following customers represented 10% or more of consolidated revenues:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Customer A |
15 | % | 14 | % | 15 | % | 16 | % | ||||||||
| Customer B |
11 | % | 20 | % | 10 | % | 18 | % | ||||||||
| Customer C |
n/a | (1) | n/a | (1) | n/a | (1) | 11 | % | ||||||||
| (1) | Customer represented less than 10% of consolidated revenues in such period. |
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5. Earnings Per Share
Basic earnings per common share was calculated by dividing net income by the weighted-average number of common shares and Jones Act Warrants outstanding during the period. Diluted earnings per common share was calculated by dividing net income by the weighted-average number of common shares and Jones Act Warrants outstanding during the period plus the effect of dilutive Creditor Warrants, dilutive stock options and restricted stock unit awards. Weighted-average number of common shares outstanding was calculated by using the sum of the shares and Jones Act Warrants determined on a daily basis divided by the number of days in the period.
The table below reconciles the Company’s earnings per share (in thousands, except for per share data):
| Three Months Ended June 30, |
Six Months Ended June 30, |
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| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net income |
$ | 11,136 | $ | 74,627 | $ | 30,239 | $ | 74,733 | ||||||||
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| Weighted-average number of shares of common stock outstanding(1)(2) |
15,465 | 16,019 | 15,452 | 15,993 | ||||||||||||
| Add: Net effect of dilutive stock options, restricted stock units, and Creditor Warrants(3)(4)(5) |
2,223 | 2,077 | 2,231 | 2,087 | ||||||||||||
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| Weighted-average number of dilutive shares of common stock outstanding |
17,688 | 18,096 | 17,683 | 18,080 | ||||||||||||
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| Earnings per common share: |
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| Basic earnings per common share |
$ | 0.72 | $ | 4.66 | $ | 1.96 | $ | 4.67 | ||||||||
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| Diluted earnings per common share |
$ | 0.63 | $ | 4.12 | $ | 1.71 | $ | 4.13 | ||||||||
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| (1) | The Company included 10,090 and 10,494 Jones Act Warrants in the weighted-average number of shares of common stock outstanding for the three and six months ended June 30, 2026 and 2025, respectively, which represents the weighted-average number of Jones Act Warrants existing at each period-end. |
| (2) | Includes 105 and 105 fully vested, equity-settled restricted stock units that will be settled on the earlier of the occurrence of a contractually-designated event and the passage of a certain period of time for the three and six months ended June 30, 2026 and 2025, respectively. |
| (3) | Includes 121 and 129 unvested restricted stock units and 619 and 619 contingently-exercisable, vested restricted stock units in the weighted average calculation for the three and six months ended June 30, 2026, respectively, and 129 and 127 unvested restricted stock units and 619 and 619 contingently-exercisable, vested restricted stock units in the weighted average calculation for the three and six months ended June 30, 2025. |
| (4) | Includes 472 and 472 dilutive unvested stock options granted under the MIP in the weighted-average calculation for the three and six months ended June 30, 2026, respectively, and 461 and 462 dilutive unvested stock options granted under the MIP in the weighted-average calculation for the three and six months ended June 30, 2025, respectively. Dilutive unvested stock options issued by the Company are expected to fluctuate from quarter to quarter depending on the Company’s performance compared to a predetermined set of performance criteria. |
| (5) | Includes 1,011 and 1,011 of in-the-money Creditor Warrants in the weighted-average calculation for the three and six months ended June 30, 2026, respectively, and 868 and 879 of in-the-money Creditor Warrants in the weighted-average calculation for the three and six months ended June 30, 2025, respectively. |
6. Deferred Charges
The Company’s vessels are required by regulation to be recertified after certain periods of time. The Company defers the drydocking costs incurred due to regulatory marine inspections and amortizes the costs on a straight-line basis over the period to be benefited from such expenditures (typically between 24 and 36 months).
The amounts reported for deferred charges on the consolidated balance sheets as of June 30, 2026 and December 31, 2025, include costs associated with ongoing drydockings. Included in such capital costs are accruals for vendor costs incurred but not yet invoiced and paid. These accrual amounts totaling $14.1 million and $7.2 million as of June 30, 2026 and December 31, 2025, respectively, are excluded from cash flows from operating activities on the consolidated statement of cash flows as non-cash items for the periods presented.
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7. Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Offshore support vessels and multi-purpose support vessels |
$ | 798,560 | $ | 787,262 | ||||
| Non-vessel related property, plant and equipment |
16,762 | 16,007 | ||||||
| Less: Accumulated depreciation |
(169,664 | ) | (145,267 | ) | ||||
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| 645,658 | 658,002 | |||||||
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| Construction in progress (1) |
115,814 | 96,133 | ||||||
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| $ | 761,472 | $ | 754,135 | |||||
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| (1) | Includes $5.8 million and $2.6 million of accrued accounts payable as of June 30, 2026 and December 31, 2025, respectively. These amounts were excluded from the consolidated statement of cash flows as non-cash items for the respective periods. |
In June 2026, the Company consummated the sale of one Vanuatu-flagged HOS 200 class DP-1 OSV for net proceeds totaling $0.8 million, resulting in a net gain of $0.7 million. Prior to the sale, such 1999-built vessel was classified as held for sale on the Company’s consolidated balance sheet at a carrying value of $0.1 million.
The table below presents net book value of property, plant and equipment by geographic regions(1) (in thousands, except for % of Total):
| June 30, 2026 |
% of Total | December 31, 2025 |
% of Total | |||||||||||||
| United States |
$ | 685,664 | 90.0 | % | $ | 678,216 | 89.9 | % | ||||||||
| International(2) |
75,808 | 10.0 | % | 75,919 | 10.1 | % | ||||||||||
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| $ | 761,472 | 100.0 | % | $ | 754,135 | 100.0 | % | |||||||||
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| (1) | Book values are attributed to geographic regions based on the country of domicile of the specific asset-owning subsidiary of the Company, not the physical operating location of the asset as of any of the dates presented. |
| (2) | International property, plant and equipment of $63.3 million and $65.4 million were owned by certain Mexican subsidiaries of the Company as of June 30, 2026 and December 31, 2025, respectively. Property, plant and equipment attributed to other countries were not individually material as of any of the dates presented. |
8. Long-Term Debt
As of the dates indicated below, the Company had the following outstanding long-term debt (in thousands):
| June 30, 2026 |
December 31, 2025 |
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| First Lien Revolving Credit Facility due 2029, net of deferred financing costs of $608 |
$ | 24,392 | $ | — | ||||
| Second Lien Term Loans due 2033, net of original issue discount of $5,264 and $5,763 and deferred financing costs of $1,776 and $1,952, respectively |
427,158 | 440,611 | ||||||
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| $ | 451,550 | $ | 440,611 | |||||
| Less: Current maturities |
(34,588 | ) | (30,259 | ) | ||||
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| $ | 416,962 | $ | 410,352 | |||||
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The table below summarizes the Company’s cash interest payments (in thousands):
| Cash Interest Payments |
Payment Dates | |||||
| First Lien Revolving Credit Facility due 2029 |
$ | 155 | Variable (based on interest election)(1)(2) | |||
| Second Lien Term Loans due 2033 |
3,267 | First day of each month | ||||
| (1) | Interest payments related to the currently-drawn $25.0 million are due every 30 days. |
| (2) | The First Lien Revolving Credit Facility is subject to an unused fee of 1.0% per annum, paid quarterly, on the remaining undrawn balance, which is currently $50.0 million. |
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First Lien Revolving Credit Facility
On August 13, 2024, the Company entered into a first-lien revolving credit facility pursuant to that certain Credit Agreement with DNB Bank ASA, New York Branch, as administrative agent, Wilmington Trust, National Association, as collateral agent, and the lenders party thereto, or the First Lien Revolving Credit Facility. The current aggregate commitments for the revolving loans, or the Revolving Loans, under the First Lien Revolving Credit Facility total $75.0 million. The First Lien Revolving Credit Facility also provides for a customary uncommitted incremental facility in an amount up to $50.0 million. The Company’s ability to borrow under the First Lien Revolving Credit Facility is subject to customary conditions precedent, including no default or event of default, representations and warranties being true and correct in all material respects, and pro forma compliance with the financial covenants therein.
The First Lien Revolving Credit Facility will mature on August 13, 2029. Borrowings under the First Lien Revolving Credit Facility will be comprised of Base Rate Loans or SOFR Rate Loans, at the option of the Company, and accrue interest as follows: (A) for Revolving Loans that are Base Rate Loans, a rate ranging from 1.75% to 2.75% (depending on the total net leverage ratio in effect at such time) per annum, plus the greatest of: (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, and (c) the Adjusted Term SOFR rate for a one month interest period on such day after giving effect to a floor of 0.00% per annum, plus 1.00% and (B) for Revolving Loans that are SOFR Rate Loans, a rate ranging from 2.75% to 3.75% (depending on the total net leverage ratio in effect at such time) per annum plus the Term SOFR rate, subject to a 0.00% floor, plus a credit spread adjustment of 0.10% per annum.
The First Lien Revolving Credit Facility has customary affirmative and negative covenants, including restrictions on our ability to incur additional indebtedness, incur liens, make restricted payments, make optional prepayments on junior financings, and make asset sales, in each case, subject to customary exceptions and baskets. The First Lien Revolving Credit Facility is subject to financial covenants that require us to have (i) a maximum revolving credit facility net leverage ratio (measured by Revolving Loans outstanding, net of unrestricted cash and cash equivalents of up to $25.0 million) of no more than 1.00 to 1.00, (ii) minimum liquidity (measured by unrestricted cash and cash equivalents, together with undrawn Revolving Loan commitments) of $25.0 million, (iii) a collateral coverage ratio (measured by total first and second lien debt outstanding) of no less than 1.50 to 1.00, and (iv) a revolving credit facility collateral coverage ratio (measured by total Revolving Loan commitments, whether or not drawn) of no less than 3.00 to 1.00, in each case, tested on the facility closing date, and thereafter at the end of each fiscal quarter, beginning with our first full fiscal quarter ending after the facility closing date. However, failure to meet such financial covenants will not result in a default or event of default at any time when no Revolving Loans are outstanding and will instead prohibit us from borrowing any Revolving Loans under the First Lien Revolving Credit Facility until certain conditions precedent to borrowing are satisfied. To the extent the financial covenants under the First Lien Revolving Credit Facility are not met as of the end of any fiscal quarter, the Company will have the opportunity to cure such financial covenant shortfall by making a mandatory prepayment of the Revolving Loans in an amount such that compliance with such financial covenants would be met on a pro forma basis following such prepayment prior to the occurrence of any default or event of default thereunder.
The Company incurred $2.9 million in deferred financing costs paid to third parties related to the First Lien Revolving Credit Facility, of which $2.2 million was recorded in deferred charges and $0.7 million was recorded in long-term debt on the consolidated balance sheet. On March 4, 2026, the Company drew $25.0 million of cash borrowings under such facility. The 30-day SOFR interest rate related to these borrowings was 6.97% as of June 30, 2026.
Second Lien Term Loans due 2033
On December 27, 2024, the Company entered into a second-lien term loan credit agreement with Stonebriar Commercial Finance, LLC, as administrative agent, and Wilmington Trust, National Association, as collateral trustee, and the lenders party thereto, resulting in $450.0 million of second-lien term loans with a maturity date of January 1, 2033, or the Second Lien Term Loans due 2033. The Company received proceeds of $443.3 million, net of a 1.5% origination fee, and utilized such proceeds to (i) repay in full the then-outstanding $349.0 million, including accumulated paid-in-kind interest, of Second Lien Term Loans due 2026, (ii) pay $7.0 million of related accrued cash interest, (iii) pay a $5.1 million associated redemption fee, (iv) pay $2.0 million in non-lender fees and expenses, and (v) partially fund the repurchase of $78.4 million of certain equity securities and $7.1 million of outstanding stock-based compensation awards associated with tender offers to purchase for cash such equity instruments in December 2024.
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The Second Lien Term Loans due 2033 are scheduled to be repaid in (i) 12 consecutive equal monthly installments of interest, payable on the first day of each month commencing after January 1, 2025, (ii) followed by 84 consecutive equal monthly payments of principal and interest, payable on the first day of each consecutive month, and (iii) a final balloon payment in the amount of all unpaid principal, accrued and unpaid interest and any other amounts that may become due under the Second Lien Term Loan Credit Agreement on the maturity date of January 1, 2033. Borrowings bear interest at a fixed rate of 9.25% per annum. The Company may fully prepay all amounts due under the Second Lien Term Loan Agreement at any time prior to maturity, subject to the prepayment fee schedule set forth below. The Company is permitted to partially prepay up to $100.0 million in the aggregate at any time during the term of the Second Lien Term Loans due 2033. In the event of any prepayment (in whole or in part), the Company is subject to a prepayment fee equal to (i) 3.00% of the prepaid principal amount on or prior to December 27, 2026, (ii) 2.00% of the prepaid principal amount after December 27, 2026 but on or prior to December 27, 2027, and (iii) 1.00% of the prepaid principal amount thereafter.
The Second Lien Term Loans due 2033 are guaranteed by certain of the Company’s domestic and foreign subsidiaries and are secured by a second priority security interest in, and lien on, all the Company’s U.S.-flagged vessels. The credit agreement contains customary representations and warranties, covenants and events of default, but only one financial maintenance covenant, which is a $25.0 million minimum cash liquidity requirement.
9. Stock-Based Compensation
The Company’s 2020 Management Incentive Plan, or MIP, provides for the issuance of a maximum of 2.2 million shares of common stock for the Company to grant as incentive awards in the form of stock options, stock appreciation rights, restricted stock units, restricted stock and other stock-based and cash-based awards to certain eligible individuals. As of June 30, 2026, there were 0.3 million shares issued or redeemed, 1.8 million shares reserved for issuance related to granted awards and 0.1 million shares available for future grants to eligible individuals under the MIP.
In April 2026, the Company issued 0.1 million restricted stock units and 0.2 million stock options pursuant to the MIP and recorded $2.3 million of associated stock-based compensation expense for each of the three and six months ended June 30, 2026. The Company recorded $1.3 million of stock-based compensation expense for the three and six months ended June 30, 2025, respectively, related to restricted stock units and stock options issued under the MIP in April 2025.
The financial impact of stock-based compensation expense related to the MIP on the Company’s operating results is reflected in the table below (in thousands, except for per share data):
| Three Months Ended June 30, |
Six Months Ended June 30, |
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| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Income before taxes |
$ | 3,090 | $ | 2,339 | $ | 4,250 | $ | 3,453 | ||||||||
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| Net income (loss) |
$ | 2,347 | $ | 2,149 | $ | 3,166 | $ | 3,183 | ||||||||
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| Earnings (loss) per common share: |
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| Basic |
$ | 0.15 | $ | 0.13 | $ | 0.20 | $ | 0.20 | ||||||||
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| Diluted |
$ | 0.13 | $ | 0.12 | $ | 0.18 | $ | 0.18 | ||||||||
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The Company recorded $0.2 million of stock-based compensation expense related to restricted stock awards redeemable in cash to other accrued liabilities on the consolidated balance sheet during each of the six months ended June 30, 2026 and 2025, respectively.
10. Income Taxes
The Company’s effective income tax expense rate for the six months ended June 30, 2026 and 2025 was 25.5% and 7.8%, respectively. The tax rate for the current period is higher than the tax rate for the prior year period due to reversals of valuation allowances recorded in the prior period.
The Company is no longer subject to tax audits being initiated by U.S. federal, state, local or foreign taxing authorities for years prior to 2021. The Company has ongoing examinations by various foreign tax authorities for earlier periods, but does not believe that the results of these examinations will have a material adverse effect on the Company’s financial position or results of operations.
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Mexico Tax Audits
The Company is subject to audit by various Mexican statutory bodies, including the Mexican tax authorities, or SAT. In recent years, SAT has initiated several audits of the Company’s Mexican subsidiaries for tax years between 2015 and 2021. In November 2018, SAT commenced an audit of a Mexican subsidiary’s 2015 tax return and asserted certain positions that disallowed a significant portion of the Company’s deductible expenses, which resulted in additional taxes, interest and penalties being assessed. As a result, the Company engaged in non-binding mediation proceedings, which concluded in 2021 without resolution. In April 2022, the Company received an official assessment from SAT and subsequently initiated an appeal process through the Mexican tax judicial system in June 2022. In April 2024, the Company initiated a separate non-binding mediation related to a Mexican subsidiary’s tax returns from 2017 through 2021, which concluded in February 2025 without resolution and resulted in an additional assessment by SAT in July 2025. The Company filed an administrative appeal of the assessment as we believe SAT has attempted to retroactively apply a change in Mexican tax law that did not become effective until 2022, subsequent to the tax periods that are being assessed. In September 2025, the Company received additional tax assessments for another Mexican subsidiary related to tax returns from 2018 and 2020 with similarly egregious positions as previously asserted by SAT. The Company filed administrative appeals for both assessments in October 2025. The Company has also initiated a non-binding mediation related to a Mexican subsidiary’s 2019 tax return which remains ongoing.
As of June 30, 2026, the Company had accrued a liability totaling $2.9 million for potential losses from additional taxes, interest and penalties resulting from the 2015 tax assessment and no liabilities for the other assessments for 2017 through 2021 based upon estimates developed in collaboration with its Mexican tax and legal advisors for the ongoing audits and appeals. The Company believes it has properly applied the applicable tax laws for all periods audited by SAT and has reasonably supported its positions.
The Company does not believe that the final outcome of these tax assessments, appeals process and other ongoing tax audits will have a material adverse effect on the Company’s financial position or results of operations. Final resolution of these matters may require several years, and the Company believes it is remote that any developments in the next 12 months would adversely affect its positions or result in a material impact to the Company. While the Company is confident in a favorable resolution, an unexpected adverse final outcome in any of the pending appeals could have a material impact on the Company’s financial position and operating results. The Company will continue to update its estimates related to these pending proceedings as new information warrants.
11. Commitments and Contingencies
Vessel Construction
In October 2023, the Company entered into a final settlement of a dispute with Zurich American Insurance Company and Fidelity & Deposit Company of Maryland, together the Surety, and Gulf Island Shipyards, LLC, or Gulf Island, related to the construction of two MPSV newbuilds. Pursuant to the settlement agreement, Gulf Island released all claims asserted against the Company and the Company released its claims against Gulf Island and the Surety. Further, the Surety agreed to take over and complete the construction of the two U.S.-flagged, Jones Act-qualified, HOS 400 class MPSVs at a shipyard acceptable to the Company. In December 2023, Eastern Shipbuilding Group, Inc., or Eastern, was mutually selected by the parties and contracted by the Surety to complete the construction of the two MPSVs. The Company was obligated to pay only the remaining portion of the original shipyard contract price for the two MPSVs, which then-amounted to $53.8 million in the aggregate on the settlement date, but was subsequently reduced to $42.6 million for liquidated damages resulting from shipyard delays. The Surety is required to cure all defaults of Gulf Island and pay all completion costs in excess of the $42.6 million remaining original contract price, excluding any approved change orders arising after the settlement date. There is no cap on the Surety’s completion costs. As of June 30, 2026, the Company has fulfilled its $42.6 million contractual obligation and all remaining construction costs are to be paid by the Surety to Eastern.
Following physical delivery by Eastern, which is expected in 2027, each vessel will undergo crane and other system installations, which should make the vessels available for commercial service in late 2027 and early 2028. In addition to the previously paid $42.6 million contractual obligation, the Company expects to incur an additional $101.8 million in the aggregate for outfitting, engineering, overhead and the post-delivery discretionary enhancements, of which $67.4 million solely relates to the purchase and installation of the cranes. As of June 30, 2026, the Company had incurred $32.7 million of such incremental amounts, excluding capitalized interest.
Contingencies
In the normal course of its business, the Company becomes involved in various claims and legal proceedings in which monetary damages are sought. It is management’s opinion that the Company’s liability, if any, under such claims or proceedings would not materially affect the Company’s financial position or results of operations. The Company insures against losses relating to its vessels, pollution and third party liabilities, including claims by employees under Section 33 of the Merchant Marine Act of 1920. Third party liabilities and pollution
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claims that relate to vessel operations are covered by the Company’s entry in a mutual protection and indemnity association, or P&I Club, as well as by marine liability policies in excess of the P&I Club’s coverage. The Company provides reserves for any individual claim deductibles for which the Company remains responsible by using an estimation process that considers Company-specific and industry data, as well as management’s experience, assumptions and consultation with outside counsel. As additional information becomes available, the Company will assess the potential liability related to its pending claims and revise its estimates. Although historically revisions to such estimates have not been material, changes in estimates of the potential liability could materially impact the Company’s results of operations, financial position or cash flows. The Company had accrued $0.6 million and $0.6 million for potential insurance deductibles or losses associated with such claims as of June 30, 2026 and December 31, 2025, respectively.
Brazil Importation Tax Assessment
In April 2021, the Company received notification from the Brazilian tax authorities of an importation tax assessment against the HOS Achiever with respect to the vessel’s services contract in Brazil from February 2019 to January 2020. At the time of the HOS Achiever’s importation, the Company was granted a statutorily available tax exemption based on the vessel’s functional capabilities and intended use under the services contract. The tax authorities are now asserting that the HOS Achiever does not qualify for the applicable exemption. The Company believes the HOS Achiever does, in fact, meet the criteria set forth under the applicable law and intends to defend its position in a Brazilian court. While the final outcome of this assessment is uncertain and could possibly result in the payment and loss of an estimated $6.0 million to $12.0 million in related importation taxes and penalties, the Company believes there is a high likelihood that its position will prevail and the exemption will be granted in accordance with the law. Furthermore, the Company believes that any amounts that may become due in connection with this matter should be recoverable from its customer under the terms of the vessel’s services contract. Accordingly, the Company has not accrued any liability for potential losses that may result from this matter.
12. Reportable Segment
The Company has one reportable segment, which encompasses all aspects of its marine transportation services business. Revenues from customers are derived from the chartering of the Company’s vessels, providing vessel management services to external vessel owners, and providing shore-based port facility services. As the chief operating decision maker, the Company’s Chief Executive Officer evaluates operating results on a consolidated basis to assess performance and allocate resources. While the Company’s vessels operate in various geographic regions and end-customer markets, they are centrally managed, share multiple forms of common costs, provide similar or complementary marine transportation services, are manned by crews that may move from location to location or market to market as needed, and are marketed on a portfolio basis with the goal of maximizing net income, Adjusted EBITDA and Adjusted Free Cash Flow and generating the highest possible rate of return on invested capital without a permanent commitment of any particular vessel to any specific geographic region or customer market.
The revenues, expenses and net income of the Company’s one reportable segment, as reviewed and assessed by the chief operating decision maker, are equal to and categorized consistently with the amounts reflected in the consolidated statements of operations for the periods ended June 30, 2026 and 2025. The measure of segment assets is reported on the consolidated balance sheet as total assets as of June 30, 2026 and December 31, 2025.
The chief operating decision maker utilizes net income, as reflected in the consolidated statements of operations, and net cash flows provided by operating activities, as reflected in the consolidated statements of cash flows, to measure profitability and liquidity, as well as to calculate supplemental non-GAAP financial metrics, such as EBITDA, Adjusted EBITDA and Adjusted Free Cash Flow, primarily for planning and forecasting overall expectations and for evaluating actual results against such expectations; for short-term cash bonus incentive compensation purposes; to compare to such metrics of other companies when evaluating potential acquisitions; to assess the Company’s ability to service existing fixed charges and incur additional indebtedness; and to purchase, convert or construct additional vessels.
13. Related Party Transactions
Pursuant to the terms of the Trade Name and Trademark License Agreement entered into by and between the Company and HFR, LLC, the Company made payments of $1.5 million during each of the six months ended June 30, 2026 and 2025 for licensing fees associated with the use of Hornbeck trade names, trademarks, and related logos. HFR, LLC is a Texas Limited Liability Company owned by Todd M. Hornbeck and Troy A. Hornbeck.
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Todd M. Hornbeck serves as the Company’s Chairman of the Board of Directors, President and Chief Executive Officer. Troy A. Hornbeck is the brother of Todd M. Hornbeck and serves as the Company’s Director of Vendor Relations. As of June 30, 2026 and December 31, 2025, the Company had accrued amounts payable to HFR, LLC totaling $0.8 million and $1.3 million, respectively.
On October 1, 2022, a member of the Company’s Board of Directors assumed an officer role with an existing Hornbeck customer. For the six months ended June 30, 2026 and 2025, the Company generated $21.6 million, or 6.1%, and $36.5 million, or 10.5%, of revenues, respectively, from contracts with such customer. The Company had outstanding accounts receivable from this customer totaling $6.5 million and $4.9 million as of June 30, 2026 and December 31, 2025, respectively.
14. Mergers and Acquisitions
On April 23, 2026, the Company entered into a definitive agreement to merge with Helix Energy Solutions Group, Inc. (NYSE: HLX), or Helix, in an all-stock transaction, whereby the Company’s existing shareholders will own approximately 55% and Helix’s existing shareholders will own 45% of the combined company on a fully diluted basis. The transaction is expected to close in the second half of 2026, subject to approval by Helix shareholders; the receipt of applicable antitrust and foreign investment regulatory approvals, all of which are already in-hand; and the satisfaction of other customary closing conditions. Post closing, the combined company will operate under the Hornbeck Offshore Services name and trade on the New York Stock Exchange under the ticker symbol “HOS.”
The Company recorded $8.5 million and $12.4 million for expenses incurred in connection with the pending merger during the three and six months ended June 30, 2026, respectively.
In conjunction with this agreement, the Company postponed plans to launch an initial public offering. As a result, the Company recorded a charge of $3.6 million for the three months ended June 30, 2026 for expenses incurred in connection with the terminated equity offering process.
15. Subsequent Events
The Company has evaluated all subsequent events through August 7, 2026, which represents the date its financial statements were available to be issued and determined that all materially relevant information known through this date has been appropriately addressed within the consolidated financial statements and notes.
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Exhibit 99.3
Hornbeck and Helix Complete Merger, Creating a Premier Integrated Offshore Services Company
Hornbeck Offshore Services, Inc. To Begin trading on NYSE Under “HOS” on September 2, 2026
HOUSTON and COVINGTON, La. – Sept. 1, 2026 – Helix Energy Solutions Group, Inc. (“Helix”) (NYSE: HLX) and Hornbeck Offshore Services, Inc. (“Hornbeck”) today announced they have completed the previously announced combination in an all-stock transaction, establishing a premier integrated offshore services company.
The combined company has assumed the Hornbeck Offshore Services, Inc. name and will begin trading on the New York Stock Exchange on September 2, 2026, under the ticker symbol “HOS.” Helix’s common stock will cease trading on the New York Stock Exchange under the ticker symbol “HLX” at the close of trading on September 1, 2026.
As previously announced, Todd M. Hornbeck has assumed the role of President, Chief Executive Officer and Director of the combined company, and William L. Transier has assumed the role of Chairman of the combined company’s Board of Directors. In addition, the combined company has appointed the following individuals to the executive leadership team:
| • | R. Potter Adams, Executive Vice President and Chief Financial Officer; |
| • | Scott “Scotty” A. Sparks, Executive Vice President and Chief Operating Officer – Subsea Services and Well Intervention |
| • | Ben D. Todd, Executive Vice President and Chief Operating Officer – Marine Transportation and Specialty |
| • | Samuel A. Giberga, Executive Vice President, General Counsel and Secretary; |
| • | Brian M. Cook, Executive Vice President and Chief Accounting Officer; |
| • | Priscilla B. Heistad, Executive Vice President and Chief Human Resources Officer; |
| • | Daniel M. Stuart, Executive Vice President and Chief Commercial Officer; |
| • | Carl G. Annessa, Executive Vice President – Defense / Emerging Technologies; and |
| • | Michael J. Nicaud, Senior Vice President, Associate General Counsel and Chief Compliance Officer |
“Today marks the beginning of an exciting new chapter for our company, our employees, our customers and our shareholders,” said Todd M. Hornbeck, President and CEO of Hornbeck Offshore Services, Inc. “By bringing together Hornbeck’s industry-leading marine expertise with Helix’s differentiated robotics, well intervention and subsea capabilities, we have created a global
offshore services leader, providing innovative and integrated solutions to our customers across the deepwater oilfield, defense and renewables industries. I want to thank the employees of both organizations for their professionalism and commitment throughout this process. Together, we are building a stronger, more diversified company with the scale, capabilities and financial strength to capitalize on opportunities across our offshore markets while delivering long-term value for our shareholders.”
“The closing of this transaction represents the successful culmination of a shared vision to create a market-leading offshore services company with unique capabilities and strategic flexibility,” said William L. Transier, Chairman of the Board of Hornbeck Offshore Services, Inc. “The merger brings together two highly complementary organizations with strong cultures, exceptional people and deep customer relationships. On behalf of the Board, I am grateful to our shareholders for their support and confidence. We believe this merger positions the company to generate sustainable growth and to create significant value for all stakeholders.”
Advisors
Goldman Sachs & Co. LLC served as financial advisor to Helix, and Veriten LLC served as an independent strategic advisor. Baker Botts L.L.P. served as legal counsel to Helix, and Joele Frank, Wilkinson Brimmer Katcher served as its strategic communications advisor.
Barclays, Piper Sandler & Co. and J.P. Morgan acted as financial advisors to Hornbeck. Kirkland & Ellis LLP and Jones Walker LLP served as its legal counsel.
About Hornbeck Offshore Services
Hornbeck Offshore Services, Inc. is a global offshore services leader, providing innovative and integrated marine and subsea solutions to customers across the deepwater oilfield, defense and renewables industries.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of present or historical fact included in this press release are forward-looking statements. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “will” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements contain these identifying words, and the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements regarding: the combined company’s expectations, hopes, beliefs, intentions or strategies regarding the combined company’s growth and stakeholder value; the timeline and ability to realize anticipated benefits and expected synergies of the merger; and equity award grants.
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Forward-looking statements are based on current expectations and assumptions and involve known and unknown risks, uncertainties and other important factors, many of which are beyond the combined company’s control, including, but not limited to, risks related to potential litigation relating to the merger, including the effects of any outcomes related thereto; the ability of the combined company to retain and hire key personnel, to retain customers or maintain relationships with Helix’s or Hornbeck’s respective suppliers and customers; the diversion of management’s time and attention from ordinary course of business operations to the integration of Helix’s and Hornbeck’s businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the merger; potential adverse reactions or changes to business relationships resulting from the completion of the merger; legislative, regulatory and economic developments; potential business uncertainty, including changes to existing business relationships, following the completion of the merger that could affect the combined company’s financial performance as well as unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, losses, synergies, economic performance, indebtedness, financial condition, future prospects, business and management strategies, expansion and growth of the combined company’s businesses; actions by governments, regulatory authorities, customers, suppliers and partners; market conditions; demand for services; the performance of contracts by suppliers, customers and partners; operating hazards and delays, which includes delays in delivery, chartering or customer acceptance of assets or terms of their acceptance; complexities of global political and economic developments; the impact of general economic conditions, including inflation, on economic activity and on the combined company’s operations; the general volatility of oil and natural gas prices and cyclicality of the oil and gas industry’ and other risks described from time to time in Helix’s and the combined company’s filings with the SEC.
Forward-looking statements speak only as of the date they are made. The forward-looking statements in this press release are based upon information available to the combined company as of the date of this press release and, while the combined company believes such information forms a reasonable basis for such statements, these statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements. Actual outcomes may vary materially from those described in these statements. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the combined company’s periodic filings with the SEC, including Helix’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, subsequent Quarterly Reports on Form 10-Q and in Helix’s Definitive Proxy Statement/Prospectus filed with the SEC on July 31, 2026. The combined company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, other than as may be required by applicable law or regulation.
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Contacts:
ir@hornbeckoffshore.com
Potter Adams
Executive Vice President and CFO
985-727-6815
Brent Arriaga
Vice President of Finance and Investor Relations
281-618-0460
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Filing Exhibits & Attachments
16 documentsAgreements & Contracts
Financial & Certifications
Other Documents
- EX-3.1 EX-3.1 116.9 KB
- EX-3.2 EX-3.2 5.0 KB
- EX-3.3 EX-3.3 106.2 KB
- EX-4.1 EX-4.1 456.1 KB
- EX-4.2 EX-4.2 281.5 KB
- EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
- EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 13.8 KB
- EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 23.4 KB
- EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 14.7 KB