UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31,~~June 30, 2016



o☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32108

Hornbeck Offshore Services, Inc.

(Exact Name of Registrant as Specified in Its Charter)



Delaware		72-1375844
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

103 NORTHPARK BOULEVARD, SUITE 300

COVINGTON, LA 70433

(Address of Principal Executive Offices) (Zip Code)

(985) 727-2000

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x☒		Non-accelerated filer o☐

Accelerated filer o☐		Smaller reporting company o☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o☐ No x☒

The total number of shares of common stock, par value $.01 per share, outstanding as of ~~April 30,~~July 31, 2016 was ~~36,187,383.~~36,336,749.

HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

FORM 10-Q FOR THE QUARTER ENDED ~~MARCH 31,~~JUNE 30, 2016

TABLE OF CONTENTS

Table of Contents

PART 1—FINANCIAL INFORMATION

Item 1—Financial Statements

HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)


	March 31, 2016		December 31, 2015			June 30, 2016		December 31, 2015
	(Unaudited)					(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	255,841	$	259,801		$	224,525	$	259,801
Accounts receivable, net of allowance for doubtful accounts of $2,774 and $2,877, respectively	65,991		91,202
Accounts receivable, net of allowance for doubtful accounts of $3,731 and $2,877, respectively						50,502		91,202
Other current assets	16,180		13,033			15,222		13,033
Total current assets	338,012		364,036			290,249		364,036
Property, plant and equipment, net	2,596,303		2,574,661			2,615,243		2,574,661
Deferred charges, net	29,503		35,273			25,265		35,273
Other assets	10,364		10,446			10,475		10,446
Total assets	$	2,974,182	$	2,984,416		$	2,941,232	$	2,984,416
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	29,122	$	35,916		$	21,190	$	35,916
Accrued interest	13,550		14,795			14,792		14,795
Accrued payroll and benefits	8,482		11,222			5,660		11,222
Deferred revenue	899		5,734
Other accrued liabilities	21,321		17,878			14,301		23,612
Total current liabilities	73,374		85,545			55,943		85,545
Long-term debt, net of original issue discount of $39,034 and $41,600 and deferred financing costs of $12,395 and $13,119, respectively	1,073,571		1,070,281
Long-term debt, net of original issue discount of $36,420 and $41,600 and deferred financing costs of $11,665 and $13,119, respectively						1,076,915		1,070,281
Deferred tax liabilities, net	378,782		381,619			366,887		381,619
Other liabilities	1,212		808			1,381		808
Total liabilities	1,526,939		1,538,253			1,501,126		1,538,253
Stockholders’ equity:
Preferred stock: $0.01 par value; 5,000 shares authorized; no shares issued and outstanding	—		—			—		—
Common stock: $0.01 par value; 100,000 shares authorized; 36,165 and 35,985 shares issued and outstanding, respectively	362		360
Common stock: $0.01 par value; 100,000 shares authorized; 36,314 and 35,985 shares issued and outstanding, respectively						363		360
Additional paid-in-capital	746,472		748,041			749,403		748,041
Retained earnings	694,324		701,838			673,738		701,838
Accumulated other comprehensive income (loss)	6,085		(4,076		)	16,602		(4,076		)
Total stockholders’ equity	1,447,243		1,446,163			1,440,106		1,446,163
Total liabilities and stockholders’ equity	$	2,974,182	$	2,984,416		$	2,941,232	$	2,984,416

The accompanying notes are an integral part of these consolidated statements.

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2016			2015
	(Unaudited)						(Unaudited)						(Unaudited)
Revenues	$	76,820		$	134,624
Revenues:
Vessel revenues							$	45,284		$	128,071		$	113,500		$	258,247
Non-vessel revenues							8,389			8,375			16,993			12,823
							53,673			136,446			130,493			271,070
Costs and expenses:
Operating expenses	40,429			61,420			34,330			57,542			74,759			118,962
Depreciation	22,173			19,984			22,658			20,172			44,831			40,156
Amortization	6,279			7,486			5,816			6,314			12,095			13,800
General and administrative expenses	8,674			11,892			12,379			13,063			21,053			24,955
	77,555			100,782			75,183			97,091			152,738			197,873
Gain (loss) on sale of assets	(45		)	33,056			—			—			(45		)	33,056
Operating income (loss)	(780		)	66,898			(21,510		)	39,355			(22,290		)	106,253
Other income (expense):
Interest income	377			214			386			393			763			607
Interest expense	(11,064		)	(10,262		)	(11,004		)	(9,921		)	(22,068		)	(20,183		)
Other income (expense), net	504			440			(48		)	482			456			922
	(10,183		)	(9,608		)	(10,666		)	(9,046		)	(20,849		)	(18,654		)
Income (loss) before income taxes	(10,963		)	57,290			(32,176		)	30,309			(43,139		)	87,599
Income tax expense (benefit)	(3,449		)	21,437			(11,590		)	11,094			(15,039		)	32,531
Net income (loss)	$	(7,514	)	$	35,853		$	(20,586	)	$	19,215		$	(28,100	)	$	55,068
Earnings per share:
Earnings (loss) per share:
Basic earnings (loss) per common share	$	(0.21	)	$	1.01		$	(0.57	)	$	0.54		$	(0.78	)	$	1.54
Diluted earnings (loss) per common share	$	(0.21	)	$	0.99		$	(0.57	)	$	0.53		$	(0.78	)	$	1.52
Weighted average basic shares outstanding	36,085			35,630			36,191			35,706			36,138			35,668
Weighted average diluted shares outstanding	36,085			36,116			36,191			36,253			36,138			36,190

The accompanying notes are an integral part of these consolidated statements.

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)


	Three Months Ended March 31,						Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015			2016			2015		2016			2015
	(Unaudited)						(Unaudited)					(Unaudited)
Net income (loss)	$	(7,514	)	$	35,853		$	(20,586	)	$	19,215	$	(28,100	)	$	55,068
Other comprehensive income:
Foreign currency translation income (loss)	10,161			(302		)	10,517			48		20,678			(254		)
Total comprehensive income (loss)	$	2,647		$	35,551		$	(10,069	)	$	19,263	$	(7,422	)	$	54,814

The accompanying notes are an integral part of these consolidated statements.

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)


	Three Months Ended March 31,						Six Months Ended June 30,
	2016			2015			2016			2015
	(Unaudited)						(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	(7,514	)	$	35,853		$	(28,100	)	$	55,068
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	22,173			19,984			44,831			40,156
Amortization	6,279			7,486			12,095			13,800
Stock-based compensation expense	1,172			1,972			4,216			4,774
Provision for bad debts	(103		)	(660		)	854			(920		)
Deferred tax expense (benefit)	(1,821		)	21,450			(13,513		)	32,535
Amortization of deferred financing costs	2,647			2,444			5,359			4,850
(Gain) loss on sale of assets	45			(33,056		)	45			(33,056		)
Changes in operating assets and liabilities:
Accounts receivable	31,458			19,704			42,857			26,461
Other current and long-term assets	(2,794		)	(4,422		)	(1,540		)	1,154
Deferred drydocking charges	(1,207		)	(2,553		)	(2,317		)	(6,309		)
Accounts payable	(3,369		)	(6,767		)	(7,721		)	440
Accrued liabilities and other liabilities	(6,468		)	1,403			(14,817		)	(4,200		)
Accrued interest	(1,245		)	(1,400		)	(3		)	(4		)
Net cash provided by operating activities	39,253			61,438			42,246			134,749
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs incurred for OSV newbuild program	(33,660		)	(52,617		)	(62,965		)	(119,332		)
Net proceeds from sale of assets	420			114,000			420			114,000
Vessel capital expenditures	(10,348		)	(21,843		)	(16,558		)	(36,245		)
Non-vessel capital expenditures	(266		)	(4,388		)	(275		)	(14,605		)
Net cash provided by (used in) investing activities	(43,854		)	35,152
Net cash used in investing activities							(79,378		)	(56,182		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Deferred financing costs	—			(1,953		)	—			(1,997		)
Net cash used in financing activities	—			(1,953		)
Net cash proceeds from other shares issued							727			1,966
Net cash provided by (used in) financing activities							727			(31		)
Effects of exchange rate changes on cash	641			(302		)	1,129			(254		)
Net increase (decrease) in cash and cash equivalents	(3,960		)	94,335			(35,276		)	78,282
Cash and cash equivalents at beginning of period	259,801			185,123			259,801			185,123
Cash and cash equivalents at end of period	$	255,841		$	279,458		$	224,525		$	263,405
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	13,787		$	14,032		$	25,087		$	25,272
Cash paid for income taxes	$	1,752		$	1,373		$	2,242		$	1,884

The accompanying notes are an integral part of these consolidated statements.

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis of Presentation

The accompanying unaudited consolidated financial statements do not include certain information and footnote disclosures required by United States generally accepted accounting principles, or GAAP. The interim financial statements and notes are presented as permitted by instructions to the Quarterly Report on Form 10-Q and Article 10 of Regulation S-X. In the opinion of management, all adjustments necessary for a fair presentation of the interim financial statements have been included and consist only of normal recurring items. The unaudited quarterly financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K of Hornbeck Offshore Services, Inc. (together with its subsidiaries, the “Company”) for the year ended December 31, 2015. The results of operations for the three and ~~three~~six months ended ~~March 31,~~June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016.

The consolidated balance sheet at December 31, 2015 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements.

2. Recent Accounting Pronouncements

The following table provides a brief description of recent accounting pronouncements that could have a material effect on our financial statements:



Standard	Description	Date of Adoption	Effect on the financial statements and other significant matters
Standards that are not yet adopted
Accounting Standards Update (ASU) No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"	This standard requires measurement and recognition of expected credit losses for financial assets held. Early adoption is permitted as of January 1, 2019.	January 1, 2020	The Company is evaluating the effect of this new standard on its financial statements and related disclosures.

ASU No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting"	This standard simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, forfeitures and classification of related amounts within the statement of cash flows. Early adoption is permitted.	January 1, 2017	The Company is evaluating the effect of this new standard on its financial statements and related disclosures.

ASU No. 2016-02, "Leases" (Topic 842)	This standard requires lessees to recognize a lease liability and a right-of-use asset for all leases (with the exception of short-term leases) at the commencement date. ASU 2016-02 requires a modified retrospective application. Early adoption is permitted.	January 1, 2019	The Company is evaluating the effect of this new standard on its financial statements and related disclosures.

ASU No. 2014-09, "Revenue from Contracts with Customers" (Topic 606)	This standard requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 requires retrospective application.	January 1, 2018	The Company is evaluating the effect of this new standard on its financial statements and related disclosures.

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

3. Earnings (Loss) Per Share

Basic earnings (loss) per common share was calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per common share was calculated by dividing net income (loss) by the weighted average number of common shares outstanding during the year plus the effect of dilutive stock options and restricted stock unit awards. Weighted average number of common shares outstanding was calculated by using the sum of the shares determined on a daily basis divided by the number of days in the period. The table below reconciles the Company’s earnings per share (in thousands, except for per share data):


	Three Months Ended March 31,					Three Months Ended June 30,					Six Months Ended June 30,
	2016			2015		2016			2015		2016			2015
Net income (loss)	$	(7,514	)	$	35,853	$	(20,586	)	$	19,215	$	(28,100	)	$	55,068
Weighted average number of shares of common stock outstanding	36,085			35,630		36,191			35,706		36,138			35,668
Add: Net effect of dilutive stock options and unvested restricted stock (1)(2)(3)	—			486		—			547		—			522
Weighted average number of dilutive shares of common stock outstanding	36,085			36,116		36,191			36,253		36,138			36,190
Earnings (loss) per common share:
Basic earnings (loss) per common share	$	(0.21	)	$	1.01	$	(0.57	)	$	0.54	$	(0.78	)	$	1.54
Diluted earnings (loss) per common share	$	(0.21	)	$	0.99	$	(0.57	)	$	0.53	$	(0.78	)	$	1.52

(1)

Due to a net loss, the Company excluded from the calculation of loss per share the effect of equity awards representing the rights to acquire ~~939~~992 and 966 shares of common stock for the three and six months ended ~~March 31,~~June 30, 2016. For the three and six months ended ~~March 31,~~June 30, 2015, the Company had ~~337~~326 and 332 anti-dilutive stock ~~options.~~options, respectively. Stock options are anti-dilutive when the exercise price of the options is greater than the average market price of the common stock for the period or when the results from operations are a net loss.

(2)

For the three and six months ended ~~March 31,~~June 30, 2016 and 2015, the 2019 convertible senior notes were not dilutive, as the average price of the Company’s stock was less than the effective conversion price of such notes. It is the Company's stated intention to redeem the principal amount of its 2019 convertible senior notes in cash and the Company has used the treasury method for determining potential dilution in the diluted earnings per share computation.


(3)	Dilutive unvested restricted stock units are expected to fluctuate from quarter to quarter depending on the Company’s performance compared to a predetermined set of performance criteria. See Note 6 to these financial statements for further information regarding certain of the Company’s restricted stock grants.

4. Property, Plant and Equipment

Asset Impairment Assessment

In accordance with ASC 360, the Company periodically reviews long-lived asset valuations when events or changes in circumstances indicate that an asset’s carrying value may not be recoverable. If indicators of impairment exist, the Company assesses the recoverability of its long-lived assets by comparing the projected future undiscounted cash flows associated with the related long-lived asset group over their remaining estimated useful lives. If the sum of the estimated undiscounted cash flows are less than the carrying amounts of the asset group, the assets are written down to their estimated fair values based on the expected discounted future cash flows attributable to the assets. The future cash flows are subjective and are based on the Company’s current assumptions regarding future dayrates, utilization, operating expense, G&A expense and recertification costs that could differ from actual results.

During the three months ended June 30, 2016, the Company determined that it observed indicators of impairment related to its vessels. This resulted from the rapid deterioration of its second quarter 2016 operating results, as well as the uncertainty regarding future market conditions and the related impact on the Company's projected operating results. For the purposes of calculating the undiscounted cash flows, the Company groups its vessels into two groups, OSVs and MPSVs, and used a probability-weighted cash flow projection to test for recoverability. After reviewing the results of this calculation, the Company determined that

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

each of its asset groups has sufficient projected undiscounted cash flows to recover the remaining book value of the Company's long-lived assets within such group.

Vessel Sales

On March 30, 2016, the Company closed on the sale of its last remaining non-core conventional OSV, the Cape Breton, for cash consideration of $420,000. The sale resulted in a pre-tax loss of approximately $45,000 ($31,000 after-tax or $0.00 per diluted share).

On February 27, 2015, the Company closed on the sale of three 250EDF class OSVs, the HOS Arrowhead, the HOS Eagleview and the HOS Westwind, which were previously chartered to the U.S. Navy, for cash consideration of $114.0 million. The sale resulted in a pre-tax gain of approximately $33.1 million ($20.7 million after-tax or $0.57 per diluted share). These vessels are now managed by the Company for the U.S. Navy.

5. Long-Term Debt

As of the dates indicated, the Company had the following outstanding long-term debt (in thousands):



	June 30, 2016		December 31, 2015
5.875% senior notes due 2020, net of deferred financing costs of $3,484 and $3,944	$	371,516	$	371,056
5.000% senior notes due 2021, net of deferred financing costs of $4,595 and $5,080	445,405		444,920
1.500% convertible senior notes due 2019, net of original issue discount of $36,420 and $41,600 and deferred financing costs of $3,586 and $4,095	259,994		254,305
Revolving credit facility due 2020	—		—
	$	1,076,915	$	1,070,281

The table below summarizes the Company's cash interest payments (in thousands):



	Semi-Annual Cash Interest Payment		Payment Dates
5.875% senior notes due 2020	$	11,000	April 1 and October 1
5.000% senior notes due 2021	11,300		March 1 and September 1
1.500% convertible senior notes due 2019	2,300		March 1 and September 1

Revolving Credit Facility

On July 29, 2016, the Company amended its existing revolving credit facility. The amended facility provides continued access to a reduced level of standby liquidity for working capital and general corporate purposes, including acquisitions, newbuild and conversion programs and other capital expenditures. The changes to the Company’s revolving credit facility were effective July 29, 2016, but are generally applicable commencing with the fiscal quarter ending September 30, 2016. The more significant changes to the facility are noted below:

reduce the borrowing base from $300.0 million to $200.0 million;

increase the unused commitment fee to 50 basis points for all pricing levels;

increase the London Interbank Offered Rate, or LIBOR, spreads on funded borrowings by 25 basis points for all pricing levels;

increase the minimum collateral-to-loan value ratio from 150% of the borrowing base to 200% of the borrowing base, which resulted in an increase in the number of vessels pledged from 10 OSVs valued in excess of $450 million to 12 OSVs valued in excess of $400 million;

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~5. Long-Term Debt~~delay the previously scheduled step-down in the total debt-to-capitalization ratio, as defined, from 55% to 50% by six quarters to commence with the fiscal quarter ending September 30, 2018;

~~As of~~reduce the ~~dates indicated,~~minimum interest coverage ratio from 3.00x to 1.00x with a step-up to 1.25x for the fiscal quarter ending September 30, 2018 and a step-up to 1.50x for the fiscal quarter ending March 31, 2019;

allow the Company ~~had~~ the ~~following outstanding long-term debt (in thousands):~~option of making a one-time election to suspend the interest coverage ratio for a holiday period of no more than four quarters, ending no later than December 31, 2017, with a single permitted rescission. If the Company elects to exercise the interest coverage holiday, then the borrowing base will be capped at $75 million during the holiday and the LIBOR spreads for funded borrowings will be increased by an additional 50 basis points during and after the interest coverage holiday;

March 31,
2016 December 31,
2015
5.875% senior notes due 2020, net of deferred financing costs of $3,714 and $3,944 $ 371,286
$ 371,056
5.000% senior notes due 2021, net of deferred financing costs of $4,838 and $5,080 445,162
444,920
1.500% convertible senior notes due 2019, net of original issue discount of $39,034 and $41,600 and deferred financing costs of $3,843 and $4,095 257,123
254,305
Revolving credit facility due 2020 —
—
$ 1,073,571
$ 1,070,281

~~The table below summarizes~~limit the Company's cash balance to $50 million at any time the revolving credit facility is drawn;

increase minimum liquidity (cash and credit facility availability) required for prepayment of the Company's 2019 convertible senior notes, 2020 senior notes, and 2021 senior notes from $100.0 million to $150.0 million subject to a maximum senior secured leverage ratio of 2-to-1;

permit the Company to create one or more Investment Entities, as defined. The Investment Entities would be capitalized (i) by the Company, by transferring certain vessels identified in the First Amendment and (ii) by one or more unaffiliated third parties, by depositing cash, with the cash funding being available for acquisitions;

amend the definitions of EBITDA and Pro Forma EBITDA to provide that, commencing with the earlier of (a) the first full fiscal quarter after the expiration of the interest ~~payments (in thousands):~~coverage holiday and (b) the fiscal quarter ending March 31, 2018, or the Applicable Period, and until the third immediately following fiscal quarter thereafter, EBITDA and Pro Forma EBITDA, as applicable, shall mean, with respect to the Company and its consolidated subsidiaries, (a) for the Applicable Period, EBITDA, or Pro Forma EBITDA, as applicable, for such fiscal quarter multiplied by four, (b) for the Applicable Period and the immediately following fiscal quarter, EBITDA, or Pro Forma EBITDA, as applicable, for such fiscal quarters multiplied by two, and (c) for the Applicable Period and the two immediately following fiscal quarters, EBITDA, or Pro Forma EBITDA, as applicable, for such fiscal quarters multiplied by one and one-third;

reduce the amount of liens permitted to secure debt (other than the Amended Facility) of any loan party from $50 million at any one time to $15 million, and to prohibit such liens during the interest coverage holiday;

condition Restricted Payments, as defined, on pro forma compliance with the interest coverage ratio and the total debt-to-capitalization ratio and compliance with a maximum senior secured leverage ratio of 2-to-1;

increase the amount of cash or cash equivalents on deposit or unused availability under the Amended Facility or a combination of both from $20 million to $100 million and require a maximum senior secured leverage ratio of 2-to-1 in order to permit a loan party to merge with another person, acquire or form a new subsidiary, make an investment (other than in an Investment Entity) or acquire any vessel or other capital assets; and

limit sales or other dispositions of property or subsidiaries owning properties, other than inventory, certain equipment or investments in the Investment Entities, to (i) less than twenty percent (20%) of the consolidated net tangible assets of the Company if at the time of such sale or disposition the senior secured leverage ratio is less than or equal to 2-to-1, or (ii) less than ten percent (10%) of the

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Semi-Annual Cash Interest Payment Payment Dates
5.875% senior notes due 2020 $ 11,000
April 1 and October 1
5.000% senior notes due 2021 11,300
March 1 and September 1
1.500% convertible senior notes due 2019 2,300
March 1 and September 1

consolidated net tangible assets of the Company if at the time of such sale or disposition the senior secured leverage ratio is greater than 2-to-1.

As of ~~March 31,~~June 30, 2016,, there were no amounts drawn or letters of credit posted under the Company’s ~~$300.0~~$300.0 million revolving credit facility. As of ~~March 31,~~June 30, 2016, the Company was in compliance with all financial covenants required by its revolving credit facility and the full amount of the undrawn borrowing base under the facility was available to the Company for all permissible uses of proceeds, including working capital, if necessary. Subsequent to June 30, 2016, the Company has remained in compliance with all of its financial covenants and the Company did not draw on or post any letters of credit under its amended credit facility.

The Company estimates the fair value of its 2020 senior notes, 2021 senior notes and 2019 convertible senior notes by primarily using quoted market prices. The fair value of the Company’s revolving credit facility, when there are outstanding balances, approximates its carrying value. Given the observability of the inputs to these estimates, the fair values presented for long-term debt have been assigned a Level 2 of the three-level valuation hierarchy. As of the dates indicated below, the Company had the following face values, carrying values and fair values (in thousands):


	March 31, 2016						December 31, 2015						June 30, 2016						December 31, 2015
	Face Value		Carrying Value		Fair Value		Face Value		Carrying Value		Fair Value		Face Value		Carrying Value		Fair Value		Face Value		Carrying Value		Fair Value
5.875% senior notes due 2020	$	375,000	$	371,286	$	225,000	$	375,000	$	371,056	$	257,813	$	375,000	$	371,516	$	236,119	$	375,000	$	371,056	$	257,813
5.000% senior notes due 2021	450,000		445,162		263,250		450,000		444,920		308,250		450,000		445,405		269,708		450,000		444,920		308,250
1.500% convertible senior notes due 2019	300,000		257,123		180,465		300,000		254,305		170,340		300,000		259,994		173,152		300,000		254,305		170,340
	$	1,125,000	$	1,073,571	$	668,715	$	1,125,000	$	1,070,281	$	736,403	$	1,125,000	$	1,076,915	$	678,979	$	1,125,000	$	1,070,281	$	736,403

Capitalized Interest

During the three and ~~three~~six months ended ~~March 31,~~June 30, 2016, the Company capitalized approximately ~~$5.0~~$5.1 million and $10.1 million, respectively, of interest costs related to the construction of vessels. During the three and ~~three~~six months ended ~~March 31,~~June 30, 2015, the Company capitalized approximately ~~$5.8~~$6.1 million and $11.9 million, respectively, of interest costs related to the construction of vessels.

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~~HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

6. Incentive Compensation

Stock-Based Incentive Compensation Plan

The Company’s stock-based incentive compensation plan covers a maximum of 4.95 million shares of common stock that allows the Company to grant restricted stock awards, restricted stock unit awards, or collectively restricted stock, stock options, stock appreciation rights and fully-vested common stock to employees and directors. As of ~~March 31,~~June 30, 2016, the Company has granted awards covering 4.3 million shares of common stock under such plan.

During the ~~three~~six months ended ~~March 31,~~June 30, 2016, the Company granted ~~cash-settled~~ phantom restricted stock units, time-based restricted stock units and fully-vested common stock as noted in the table below.



	Directors	Executive Officers	Certain Managers
~~Cash-settled performance-based~~Performance-based phantom restricted stock units		X
~~Cash-settled time-based~~Time-based phantom restricted stock units		X	X
Time-based restricted stock units		X	X
Fully-vested common stock	X

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

The shares to be received under the performance-based ~~cash-settled~~ phantom restricted stock units are calculated based on the Company's performance compared to three pre-determined criteria, as defined by the ~~cash-settled~~ phantom restricted stock agreements governing such awards. The actual number of shares that could be received by the award recipients can range from 0% to 150% of the awards granted depending on the Company's performance. During the ~~three~~six months ended ~~March 31,~~June 30, 2016, the Company granted ~~391,802~~396,369 time-based restricted stock units, 989,674 time-based and performance based ~~cash-settled~~ phantom restricted stock units and ~~33,417~~80,030 shares of fully-vested common stock.

The fair value of the Company’s performance-based restricted stock units and ~~cash-settled~~ phantom restricted stock units, which is the stock price on the date of grant, is applied to the total shares that are expected to fully vest and is amortized over the vesting period, which is generally three years, based on the Company’s internal performance measured against the pre-determined criteria, as applicable. The compensation expense related to time-based restricted stock units and ~~cash-settled~~ phantom restricted stock units are amortized over a vesting period of up to three years, as applicable, and is determined based on the market price of the Company’s stock on the date of grant applied to the total shares that are expected to fully vest. In addition, all ~~cash-settled~~ phantom restricted stock units are re-measured quarterly and classified as a liability, due to the settlement of these awards in cash. In addition to the restricted stock units granted in 2016, the Company granted performance-based and time-based restricted stock units and ~~cash-settled~~ phantom stock units in prior years. During the ~~three~~six months ended ~~March 31,~~June 30, 2016, the Company issued ~~180,314~~329,455 shares, in the aggregate, of stock due to: 1) vestings of restricted stock units, 2) employee purchases under the Company's Employee Stock Purchase Plan and 2)3) the issuance of fully-vested common stock.

The impact of stock-based compensation expense charges on the Company’s operating results are reflected in the table below (in thousands, except for per share data):


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015		2016		2015
Income before taxes	$	1,172	$	1,972	$	3,044	$	2,802	$	4,216	$	4,774
Net income	$	803	$	1,234	$	1,948	$	1,776	$	2,746	$	3,001
Earnings per common share:
Basic earnings per common share	$	0.02	$	0.03	$	0.05	$	0.05	$	0.08	$	0.08
Diluted earnings per common share	$	0.02	$	0.03	$	0.05	$	0.05	$	0.08	$	0.08

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~~HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

7. Commitments and Contingencies

Vessel Construction

In February 2016, the Company announced plans to enhance the marketability of the four remaining 310 class MPSVs. The first two of those MPSVs, which are expected to be delivered in the ~~second and~~ third ~~quarters~~quarter of 2016, will be enhanced by increasing the berthing capacity, expanding the cargo-carrying capabilities and expanding the work area for ROVs. The functionality of the second two MPSVs will be increased by adding a 60-foot mid-body plug, installation of an additional crane, increasing the berthing capacity, expanding the cargo-carrying capacities and expanding the work areas for ROVs. These latter two MPSVs have been upgraded to a 400 class ~~designation and are scheduled to be delivered in the second and fourth quarters of 2017.~~designation. The incremental aggregate cost of these four conversions will be approximately $70.0 million.

In August 2016, the Company announced that it has reached an agreement with the shipyard to postpone the delivery of the final two MPSVs to be delivered under this program to the first and second quarters of 2018 without any additional cost to the Company. In addition, the payment terms for the remainder of the contract were adjusted to shift $43.3 million of construction milestone draws from the remainder of 2016 and ~~will extend the deliveries by an aggregate~~2017 into

Table of ~~730 additional vessel-days.~~Contents

HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

2018. The Company's fifth OSV newbuild program ~~now~~ consists of four 300 class OSVs, five 310 class OSVs, ten 320 class OSVs, three 310 class MPSVs and two 400 class MPSVs.

As of ~~March 31,~~June 30, 2016, the Company had placed 20 vessels in service under such program. ~~Based on current contracts and internal estimates, the~~The aggregate cost of ~~this~~the Company's fifth OSV newbuild program, excluding construction period interest, is expected to be approximately $1,335.0 million, of which ~~$68.8~~$13.2 million, $22.3 million, and ~~$35.0~~$43.3 million are expected to be incurred in the remainder of 2016, 2017, and ~~2017,~~2018 respectively. From the inception of this program through ~~March 31,~~June 30, 2016, the Company had incurred ~~$1,231.2~~$1,256.2 million, or ~~92.2%~~94.1%, of total expected project costs.

Contingencies

In the normal course of its business, the Company becomes involved in various claims and legal proceedings in which monetary damages are sought. It is management's opinion that the Company's liability, if any, under such claims or proceedings would not materially affect the Company's financial position or results of operations. The Company insures against losses relating to its vessels, pollution and third party liabilities, including claims by employees under Section 33 of the Merchant Marine Act of 1920, or the Jones Act. Third party liabilities and pollution claims that relate to vessel operations are covered by the Company’s entry in a mutual protection and indemnity association, or P&I Club, as well as by marine liability policies in excess of the P&I Club’s coverage. The Company provides reserves for any individual claim deductibles for which the Company remains responsible by using an estimation process that considers Company-specific and industry data, as well as management’s experience, assumptions and consultation with outside counsel. As additional information becomes available, the Company will assess the potential liability related to its pending claims and revise its estimates. Although historically revisions to such estimates have not been material, changes in estimates of the potential liability could materially impact the Company’s results of operations, financial position or cash flows.

Vessel charters with Petrobras ~~include~~included limitations regarding fuel consumption. Petrobras has asserted claims against the Company relating to excess fuel consumption in 2010 and 2011. The Company’s exposure for these assessments, net of amounts accrued, is in the range of approximately $0.5 million to $3.0 million. The Company disagrees with a majority of these assessments. During the second quarter of 2015, the Brazilian court ruled in the Company's favor related to these claims. Subsequent to this ruling, Petrobras appealed this decision to another court. While the Company cannot currently estimate the amounts or timing of the resolution of these matters, the Company believes that the outcome will not have a material impact on its liquidity or financial position, but the ultimate resolution could have a material impact on its interim or annual results of operations.

During 2013, the Company commenced the process of assigning the in-country vessel management services for its four vessels operating in Brazil from a third-party provider to a wholly-owned subsidiary of the Company. As a result, this assignment has been interpreted by local authorities as a new importation of these vessels resulting in an importation assessment ranging from $0.5 million to $3.5 million. The Company

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~~HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES~~

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~

disagrees with this interpretation and related assessment. During the third quarter of 2015, the Brazilian court ruled in the Company's favor related to these claims and this decision has been appealed to another court. As of ~~March 31,~~June 30, 2016, these potential duties have not been assessed or recorded in its financial statements. While the Company cannot estimate the amounts or timing of the resolution of this matter, the Company believes that the outcome will not have a material impact on its liquidity or financial position, but the ultimate resolution could have a material impact on its interim or annual results of operations.

During 2012, a customer, ATP Oil and Gas, Inc., initiated a reorganization proceeding under Chapter 11 of the United States Bankruptcy Code. Pre-petition receivables from ATP were $4.8 million and the Company has recorded $0.9 million in reserves. While the Company believes that the net receivables are collectible, it will continue to monitor the proceedings, which may result in actual collections that may materially differ from the current estimate.

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8. Other Accrued Liabilities

Other accrued liabilities include the following (in thousands):



	June 30, 2016		December 31, 2015
Accrued lease expense	$	4,554	$	4,339
Deferred revenue	1,587		5,734
Current taxes payable	892		3,958
Other	7,268		9,581
Total	$	14,301	$	23,612

9. Condensed Consolidating Financial Statements of Guarantors

The following tables present the condensed consolidating ~~historical financial statements~~balance sheets as of ~~March 31,~~June 30, 2016 ~~as of~~and December 31, 2015, the condensed consolidating statement of operations and the condensed consolidating statement of comprehensive income (loss) for the three and six months ended ~~March 31,~~June 30, 2016 and the condensed consolidating statement of cash flows for the six months ended June 30, 2016 for the domestic subsidiaries of the Company that serve as guarantors of the Company's 2019 convertible senior notes, 2020 senior notes and 2021 senior notes and the financial results for the Company's subsidiaries that do not serve as guarantors. The guarantor subsidiaries of the 2019 convertible senior notes, 2020 senior notes and 2021 senior notes are 100% owned by the Company. The guarantees are full and unconditional and joint and several and prior to the fourth quarter of 2015, all of the Company's non-guarantor subsidiaries were minor as defined in the Securities and Exchange Commission regulations. The non-guarantor subsidiaries of such notes include all of the Company's foreign subsidiaries.

~~Condensed Consolidating Balance Sheet~~

~~(In thousands, except per share data)~~

As of March 31, 2016
Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Consolidating Consolidated
ASSETS
Current assets:
Cash and cash equivalents $ 14
$ 245,495
$ 10,332
$ —
$ 255,841
Accounts receivable, net of allowance for doubtful accounts of $2,774 —
49,082
20,636
(3,727 ) 65,991
Other current assets 76
15,728
376
—
16,180
Total current assets 90
310,305
31,344
(3,727 ) 338,012
Property, plant and equipment, net —
2,478,123
118,180
—
2,596,303
Deferred charges, net 3,003
50,637
26,872
(51,009 ) 29,503
Intercompany receivable 1,087,120
172,242
63,381
(1,322,743 ) —
Investment in subsidiaries 788,969
8,602
—
(797,571 ) —
Other assets 1,744
6,494
2,126
—
10,364
Total assets $ 1,880,926
$ 3,026,403
$ 241,903
$ (2,175,050 ) $ 2,974,182
LIABILITIES AND STOCKHOLDERS’ EQUITY —
Current liabilities: —
Accounts payable $ —
$ 28,101
$ 6,709
$ (5,688 ) $ 29,122
Accrued interest 13,550
—
—
—
13,550
Accrued payroll and benefits —
8,204
278
—
8,482
Deferred revenue —
278
621
—
899
Other accrued liabilities —
15,206
6,161
(46 ) 21,321
Total current liabilities 13,550
51,789
13,769
(5,734 ) 73,374
Long-term debt, net of original issue discount of $39,034 and deferred financing costs of $12,395 1,073,571
—
—
—
1,073,571
Deferred tax liabilities, net —
378,782
—
—
378,782
Intercompany payables (647,353 ) 1,800,378
227,321
(1,380,346 ) —
Other liabilities —
1,212
—
—
1,212
Total liabilities 439,768
2,232,161
241,090
(1,386,080 ) 1,526,939
Stockholders’ equity: —
Preferred stock: $0.01 par value; 5,000 shares authorized; no shares issued and outstanding —
—
—
—
—
Common stock: $0.01 par value; 100,000 shares authorized; 36,165 shares issued and outstanding 362
—
—
—
362
Additional paid-in capital 746,473
37,978
8,602
(46,581 ) 746,472
Retained earnings 694,323
756,131
(13,741 ) (742,389 ) 694,324
Accumulated other comprehensive loss —
133
5,952
—
6,085
Total stockholders’ equity 1,441,158
794,242
813
(788,970 ) 1,447,243
Total liabilities and stockholders’ equity $ 1,880,926
$ 3,026,403
$ 241,903
$ (2,175,050 ) $ 2,974,182

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Condensed Consolidating Balance Sheet

(In thousands, except per share data)


	As of December 31, 2015													As of June 30, 2016
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating			Consolidated			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10	$	252,651	$	7,140		$	—		$	259,801		$	13	$	213,854	$	10,658		$	—		$	224,525
Accounts receivable, net of allowance for doubtful accounts of $2,877	—		41,963		54,416			(5,177		)	91,202
Accounts receivable, net of allowance for doubtful accounts of $3,731														—		42,642		11,201			(3,341		)	50,502
Other current assets	12		12,955		66			—			13,033			52		14,598		572			—			15,222
Total current assets	22		307,569		61,622			(5,177		)	364,036			65		271,094		22,431			(3,341		)	290,249
Property, plant and equipment, net	—		2,472,367		102,294			—			2,574,661			—		2,488,422		126,821			—			2,615,243
Deferred charges, net	3,198		56,022		27,362			(51,309		)	35,273			2,807		21,469		989			—			25,265
Intercompany receivable	1,751,046		186,054		59,413			(1,996,513		)	—			1,731,131		198,782		88,721			(2,018,634		)	—
Investment in subsidiaries	785,472		8,602		—			(794,074		)	—			779,464		8,602		—			(788,066		)	—
Other assets	1,743		6,648		2,055			—			10,446			1,743		6,407		2,325			—			10,475
Total assets	$	2,541,481	$	3,037,262	$	252,746		$	(2,847,073	)	$	2,984,416		$	2,515,210	$	2,994,776	$	241,287		$	(2,810,041	)	$	2,941,232
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—	$	34,214	$	7,693		$	(5,991	)	$	35,916		$	—	$	20,146	$	5,657		$	(4,613	)	$	21,190
Accrued interest	14,795		—		—			—			14,795			14,792		—		—			—			14,792
Accrued payroll and benefits	—		10,944		278			—			11,222			—		5,434		226			—			5,660
Deferred revenue	—		5,222		512			—			5,734
Other accrued liabilities	—		11,767		6,111			—			17,878			—		12,218		2,183			(100		)	14,301
Total current liabilities	14,795		62,147		14,594			(5,991		)	85,545			14,792		37,798		8,066			(4,713		)	55,943
Long-term debt, net of original issue discount of $41,600 and deferred financing costs of $13,119	1,070,281		—		—			—			1,070,281
Long-term debt, net of original issue discount of $36,420 and deferred financing costs of $11,665														1,076,915		—		—			—			1,076,915
Deferred tax liabilities, net	—		381,619		—			—			381,619			—		366,887		—			—			366,887
Intercompany payables	6,164		1,801,830		247,615			(2,055,609		)	—			—		1,798,472		227,392			(2,025,864		)	—
Other liabilities	—		808		—			—			808			—		1,381		—			—			1,381
Total liabilities	1,091,240		2,246,404		262,209			(2,061,600		)	1,538,253			1,091,707		2,204,538		235,458			(2,030,577		)	1,501,126
Stockholders’ equity:
Preferred stock: $0.01 par value; 5,000 shares authorized; no shares issued and outstanding	—		—		—			—			—			—		—		—			—			—
Common stock: $0.01 par value; 100,000 shares authorized; 35,985 shares issued and outstanding	360		—		—			—			360
Common stock: $0.01 par value; 100,000 shares authorized; 36,314 shares issued and outstanding														363		—		—			—			363
Additional paid-in capital	748,043		37,978		8,602			(46,582		)	748,041			749,404		37,977		8,602			(46,580		)	749,403
Retained earnings	701,838		752,761		(13,870		)	(738,891		)	701,838			673,736		752,108		(19,222		)	(732,884		)	673,738
Accumulated other comprehensive loss	—		119		(4,195		)	—			(4,076		)	—		153		16,449			—			16,602
Total stockholders’ equity	1,450,241		790,858		(9,463		)	(785,473		)	1,446,163			1,423,503		790,238		5,829			(779,464		)	1,440,106
Total liabilities and stockholders’ equity	$	2,541,481	$	3,037,262	$	252,746		$	(2,847,073	)	$	2,984,416		$	2,515,210	$	2,994,776	$	241,287		$	(2,810,041	)	$	2,941,232

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NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidating Balance Sheet

(In thousands, except per share data)



	As of December 31, 2015
	Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	10	$	252,651	$	7,140		$	—		$	259,801
Accounts receivable, net of allowance for doubtful accounts of $2,877	—		41,963		54,416			(5,177		)	91,202
Other current assets	12		12,955		66			—			13,033
Total current assets	22		307,569		61,622			(5,177		)	364,036
Property, plant and equipment, net	—		2,472,367		102,294			—			2,574,661
Deferred charges, net	3,198		56,022		27,362			(51,309		)	35,273
Intercompany receivable	1,751,046		186,054		59,413			(1,996,513		)	—
Investment in subsidiaries	785,472		8,602		—			(794,074		)	—
Other assets	1,743		6,648		2,055			—			10,446
Total assets	$	2,541,481	$	3,037,262	$	252,746		$	(2,847,073	)	$	2,984,416
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	—	$	34,214	$	7,693		$	(5,991	)	$	35,916
Accrued interest	14,795		—		—			—			14,795
Accrued payroll and benefits	—		10,944		278			—			11,222
Other accrued liabilities	—		16,989		6,623			—			23,612
Total current liabilities	14,795		62,147		14,594			(5,991		)	85,545
Long-term debt, net of original issue discount of $41,600 and deferred financing costs of $13,119	1,070,281		—		—			—			1,070,281
Deferred tax liabilities, net	—		381,619		—			—			381,619
Intercompany payables	6,164		1,801,830		247,615			(2,055,609		)	—
Other liabilities	—		808		—			—			808
Total liabilities	1,091,240		2,246,404		262,209			(2,061,600		)	1,538,253
Stockholders’ equity:
Preferred stock: $0.01 par value; 5,000 shares authorized; no shares issued and outstanding	—		—		—			—			—
Common stock: $0.01 par value; 100,000 shares authorized; 35,985 shares issued and outstanding	360		—		—			—			360
Additional paid-in capital	748,043		37,978		8,602			(46,582		)	748,041
Retained earnings	701,838		752,761		(13,870		)	(738,891		)	701,838
Accumulated other comprehensive loss	—		119		(4,195		)	—			(4,076		)
Total stockholders’ equity	1,450,241		790,858		(9,463		)	(785,473		)	1,446,163
Total liabilities and stockholders’ equity	$	2,541,481	$	3,037,262	$	252,746		$	(2,847,073	)	$	2,984,416

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HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidating Statement of Operations

(In thousands)


	Three Months Ended March 31, 2016															Three Months Ended June 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating			Consolidated			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating		Consolidated
Revenues	$	—		$	68,063		$	7,450		$	1,307		$	76,820		$	—		$	52,173		$	470		$	1,030	$	53,673
Costs and expenses:
Operating expenses	—			33,658			5,488			1,283			40,429			—			29,726			3,623			981		34,330
Depreciation	—			21,284			889			—			22,173			—			21,568			1,090			—		22,658
Amortization	—			5,931			348			—			6,279			—			5,471			345			—		5,816
General and administrative expenses	36			7,972			643			23			8,674			76			11,464			790			49		12,379
	36			68,845			7,368			1,306			77,555			76			68,229			5,848			1,030		75,183
Loss on sale of assets	—			(45		)	—			—			(45		)
Operating income (loss)	(36		)	(827		)	82			1			(780		)	(76		)	(16,056		)	(5,378		)	—		(21,510		)
Other income (expense):
Interest income	—			236			141			—			377			—			237			149			—		386
Interest expense	(11,062		)	—			(2		)	—			(11,064		)	(11,004		)	—			—			—		(11,004		)
Equity in earnings of consolidated subsidiaries	3,499			—			—			(3,499		)	—			(9,507		)	—			—			9,507		—
Other income (expense), net	—			270			150			84			504			—			(40		)	(9		)	1		(48		)
	(7,563		)	506			289			(3,415		)	(10,183		)	(20,511		)	197			140			9,508		(10,666		)
Income (loss) before income taxes	(7,599		)	(321		)	371			(3,414		)	(10,963		)	(20,587		)	(15,859		)	(5,238		)	9,508		(32,176		)
Income tax expense (benefit)	—			(3,692		)	243			—			(3,449		)	—			(11,832		)	242			—		(11,590		)
Net income (loss)	$	(7,599	)	$	3,371		$	128		$	(3,414	)	$	(7,514	)	$	(20,587	)	$	(4,027	)	$	(5,480	)	$	9,508	$	(20,586	)

Condensed Consolidating ~~Statements~~Statement of Comprehensive Income (Loss)

(In thousands)


	Three Months Ended March 31, 2016													Three Months Ended June 30, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Consolidating			Consolidated			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating		Consolidated
Net income (loss)	$	(7,599	)	$	3,371	$	128	$	(3,414	)	$	(7,514	)	$	(20,587	)	$	(4,027	)	$	(5,480	)	$	9,508	$	(20,586	)
Other comprehensive income:
Foreign currency translation gain	—			14		10,147		—			10,161			—			20			10,497			—		10,517
Total comprehensive income (loss)	$	(7,599	)	$	3,385	$	10,275	$	(3,414	)	$	2,647		$	(20,587	)	$	(4,007	)	$	5,017		$	9,508	$	(10,069	)

1315

Table of Contents

HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidating ~~Statements~~Statement of Operations

(In thousands)



	Six Months Ended June 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating		Consolidated
Revenues	$	—		$	120,236		$	7,921		$	2,336	$	130,493
Costs and expenses:
Operating expenses	—			63,384			9,111			2,264		74,759
Depreciation	—			42,852			1,979			—		44,831
Amortization	—			11,402			693			—		12,095
General and administrative expenses	112			19,436			1,433			72		21,053
	112			137,074			13,216			2,336		152,738
Loss on sale of assets	—			(45		)	—			—		(45		)
Operating income (loss)	(112		)	(16,883		)	(5,295		)	—		(22,290		)
Other income (expense):
Interest income	—			473			290			—		763
Interest expense	(22,066		)	—			(2		)	—		(22,068		)
Equity in earnings of consolidated subsidiaries	(6,008		)	—			—			6,008		—
Other income (expense), net	—			230			140			86		456
	(28,074		)	703			428			6,094		(20,849		)
Income (loss) before income taxes	(28,186		)	(16,180		)	(4,867		)	6,094		(43,139		)
Income tax expense (benefit)	—			(15,524		)	485			—		(15,039		)
Net income (loss)	$	(28,186	)	$	(656	)	$	(5,352	)	$	6,094	$	(28,100	)

Condensed Consolidating Statement of Comprehensive Income (Loss)

(In thousands)



	Six Months Ended June 30, 2016
	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating		Consolidated
Net income (loss)	$	(28,186	)	$	(656	)	$	(5,352	)	$	6,094	$	(28,100	)
Other comprehensive income:
Foreign currency translation gain	—			34			20,644			—		20,678
Total comprehensive income (loss)	$	(28,186	)	$	(622	)	$	15,292		$	6,094	$	(7,422	)

Table of Contents

HORNBECK OFFSHORE SERVICES, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidating Statement of Cash Flows

(In thousands)


	Three Months Ended March 31, 2016													Six Months Ended June 30, 2016
	Parent		Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating		Consolidated			Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Consolidating		Consolidated
CASH FLOWS FROM OPERATING ACTIVITIES:
Net cash provided by operating activities	$	4	$	36,151		$	3,098		$	—	$	39,253
Net cash provided by (used in) operating activities														$	(724	)	$	39,960		$	3,010		$	—	$	42,246
CASH FLOWS FROM INVESTING ACTIVITIES:											—
Costs incurred for OSV newbuild program #5	—		(33,158		)	(502		)	—		(33,660		)	—			(62,381		)	(584		)	—		(62,965		)
Net proceeds from sale of assets	—		420			—			—		420			—			420			—			—		420
Vessel capital expenditures	—		(10,288		)	(60		)	—		(10,348		)	—			(16,498		)	(60		)	—		(16,558		)
Non-vessel capital expenditures	—		(295		)	29			—		(266		)	—			(332		)	57			—		(275		)
Net cash used in investing activities	—		(43,321		)	(533		)	—		(43,854		)	—			(78,791		)	(587		)	—		(79,378		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net cash proceeds from other shares issued														727			—			—			—		727
Net cash provided by financing activities														727			—			—			—		727
Effects of exchange rate changes on cash	—		14			627			—		641			—			34			1,095			—		1,129
Net increase (decrease) in cash and cash equivalents	4		(7,156		)	3,192			—		(3,960		)	3			(38,797		)	3,518			—		(35,276		)
Cash and cash equivalents at beginning of period	10		252,651			7,140			—		259,801			10			252,651			7,140			—		259,801
Cash and cash equivalents at end of period	$	14	$	245,495		$	10,332		$	—	$	255,841		$	13		$	213,854		$	10,658		$	—	$	224,525
SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES:
Cash paid for interest	$	13,787	$	—		$	—		$	—	$	13,787		$	25,087		$	—		$	—		$	—	$	25,087
Cash paid for income taxes	$	—	$	248		$	1,504		$	—	$	1,752		$	—		$	353		$	1,889		$	—	$	2,242

Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read together with our unaudited consolidated financial statements and notes to unaudited consolidated financial statements in this Quarterly Report on Form 10-Q and our audited financial statements and notes thereto included in our Annual Report on Form 10-K as of and for the year ended December 31, 2015. This discussion contains forward-looking statements that reflect our current views with respect to future events and financial performance. Our actual results may differ materially from those anticipated in these forward-looking statements. See “Forward Looking Statements” for additional discussion regarding risks associated with forward-looking statements. In this Quarterly Report on Form 10-Q, “company,” “we,” “us,” “our” or like terms refer to Hornbeck Offshore Services, Inc. and its subsidiaries, except as otherwise indicated. Please refer to Item 5—Other Information for a glossary of terms used throughout this Quarterly Report on Form 10-Q.

In this Quarterly Report on Form 10-Q, we rely on and refer to information regarding our industry from the BOEM, EIA and IHS-Petrodata, Inc. These organizations are not affiliated with us and are not aware of and have not consented to being named in this Quarterly Report on Form 10-Q. We believe this information is reliable. In addition, in many cases we have made statements in this Quarterly Report on Form 10-Q regarding our industry and our position in the industry based on our experience in the industry and our own evaluation of market conditions.

General

During the first ~~quarter~~half of 2016, oil prices have remained in a trading range of $25 to ~~$45~~$55 per barrel with an average of ~~$33~~$40 per barrel. The drop in oil price, since October 2014, is due to surplus oil, driven in part by a significant rise in U.S. shale oil production as well as other previously unavailable sources of supply and Organization of the Petroleum Exporting Countries, or OPEC, suppliers in the Middle East and Russia not reducing their output. In addition, economic weakness in many regions of the world, notably Europe and China, has reduced the previously expected oil consumption growth rate. As a result of lower oil prices, major and independent oil companies with deepwater operations have significantly reduced their capital spending budgets, which are the principal demand drivers for our services. Less spending by our customers combined with a global oversupply of OSVs for current market conditions, including high-spec OSVs in our core markets, have resulted in significant reductions in our dayrates and utilization.

The principal issue facing usthe industry is the ultimate duration of the current downturn. While we have taken extensive measures to reduce costs, these reductions alone will not be sufficient to mitigate the full impact of revenue loss over an extended period of time. ~~Provided that we can continue generating~~Even in light of the currently reduced level of EBITDA ~~to cover cash interest and maintenance capital expenditures,~~generation, our cash on hand provides a healthy cushion for the foreseeable future. However, should we be required to deplete that cash cushion and available revolver capacity prior to a market recovery, it would require us to take additional steps to create more liquidity.

In the GoM, ~~six~~nine high-spec OSVs have been delivered into the domestic market during ~~the first quarter of~~ 2016, including one of our own. We expect an additional 1613 high-spec OSVs to be delivered into domestic service during 2016 and 2017. We do not anticipate significant growth in the supply of high-spec OSVs beyond the currently anticipated level of ~~210~~207 of such vessels by the end of 2017. In the market place, we continue to observe operators shortening or canceling rig contracts. During the ~~first~~second quarter of 2016, there was an average of roughly 4742 floating rigs available in the GoM, while an average of 3527.4 were working. This average active rig count decreased 7.5 and 10.2 rigs from the sequential and prior-year quarters, respectively. As of ~~May 4,~~August 3, 2016, there were 4239 rigs available and 3731 were working. However, ~~nine~~six floating rigs have contracts that will expire during 2016 and ~~two~~no rigs are scheduled to leave the ~~region.~~region during the second half of 2016. We do not know whether the remaining rigs will receive contract renewals for operations in the GoM. We expect two new rigs to arrive in the GoM during the second half of 2016. Once a rig arrives in the GoM, it can take several

months to commence work and, therefore, we do not know the timing of when operations of newly arrived rigs will begin. Given these market conditions, we anticipate our average dayrates and utilization levels to be adversely affected compared

to our 2015 and 2014 results. However, the GoM is one of the premier deepwater markets in the world and we are committed to supporting our customers in this market. We feel that once the current supply and demand fundamentals return to normal conditions that our results from operations will improve.

In recognition of these weak market conditions, we stacked ~~37 incremental~~44 OSVs on various dates from October 2014 through ~~March 31,~~June 2016. Post quarter-end, we have stacked an additional ~~five~~ new generation ~~OSVs~~OSV to date and we currently plan ~~on stacking four~~to stack three more vessels by the end of ~~June~~September 2016. These 4648 stacked vessels represent ~~68%~~71% of our current OSV and MPSV vessel headcount, but they only comprise ~~52%~~56% of our fleetwide total deadweight tonnage. By stacking vessels, we expect to significantly reduce our cash outlays and lower our risk ~~profile,~~profile; however, we will also have fewer revenue-producing units in service that can contribute to our results and ~~contribute~~produce cash flows to cover our fixed costs and commitments. We may choose to stack additional vessels should market conditions warrant.

In Mexico, while the energy reform continues to progress, questions remain on the timing of the incremental activity expected in the deepwater GoM given the current oil price environment. PEMEX budget reductions have resulted in contract cancellations and slower than expected growth in the market for our vessels in Mexico. We have noticed that PEMEX is reviewing its vessel needs and, in certain circumstances, is not exercising options for vessels that are currently operating in its chartered fleet. In March 2016, five of our Mexican-flagged vessels were stacked and a sixth vessel is expected to be stacked later in 2016. Nevertheless, we consider Mexico to be a long-term market for our services, especially in light of energy reforms being carried out there. Despite current oil prices, we anticipate deepwater auctions will commence during the ~~second half~~fourth quarter of 2016. We will continue to explore opportunities to place additional vessels into Mexico to support PEMEX in its ongoing shallow water activity and non-PEMEX customers in support of future shelf and deepwater activity there.

In Brazil, Petrobras has moved towards an "all Brazilian flag" vessel fleet, which will limit opportunities in Brazil for foreign-flagged vessels, except where highly specialized services are required. In January 2016, we placed one of our newbuild HOSMAX 310 class OSVs into Brazilian registry and have imported the vessel into Brazil. We will continue to monitor this market to charter our vessels to Petrobras or other companies operating in that region.

Our Vessels

All of our current vessels are qualified under the Jones Act to engage in U.S. coastwise trade, except for seven foreign-flagged new generation OSVs, two foreign-flagged well-stimulation vessels and two foreign-flagged MPSVs. As of ~~March 31,~~June 30, 2016, our 2518 active new generation OSVs, six MPSVs and four managed OSVs were operating in domestic and international areas as noted in the following table:

Operating Areas



Domestic
GoM	2419
Other U.S. coastlines (1)	65
	3024
Foreign
Brazil	1
Mexico	21
Middle East	1
Other Latin America	1
	54
Total Vessels (2)	3528


(1)	Includes ~~two~~one owned ~~vessels~~vessel and four managed vessels supporting the military.


(2)	Excluded from this table are 3744 new generation OSVs that were stacked as of ~~March 31,~~June 30, 2016.

Critical Accounting Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP. In other circumstances, we are required to make estimates, judgments and assumptions that we believe are reasonable based on available information. We base our estimates and judgments on historical experience and various other factors that we believe are reasonable based upon the information available. Actual results may differ from these estimates under different assumptions and conditions. Our significant accounting policies and estimates are discussed in Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations and in Note 2 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. ~~We continue~~

During the three months ended June 30, 2016, we identified indicators of impairment relating to ~~monitor facts and circumstances~~our vessels. As required by current accounting guidance, we calculated the probability-weighted undiscounted cash flows for ~~asset impairment indicators for our vessel fleet as is more fully described in such item and section~~each of our ~~2015 Form 10-K. We continue~~asset groups over their respective remaining useful lives. The total of the probability-weighted undiscounted cash flows was greater than the net book values of our asset groups and, therefore, we concluded that we did not have an impairment to ~~conclude that no indicators are present~~our long-lived assets as of June 30, 2016. See Note 4 to our consolidated financial statements included herein for ~~our fleet.~~further discussion.

Results of Operations

The tables below set forth the average dayrates, utilization rates and effective dayrates for our new generation OSVs and the average number and size of vessels owned during the periods indicated. These vessels generate a substantial portion of our revenues and operating profit. Excluded from the OSV information below are the results of operations for our MPSVs, our shore-base facility and vessel management services, including the four vessels managed for the U.S. Navy. The Company does not provide average or effective dayrates for its MPSVs. MPSV dayrates are impacted by highly variable customer-required cost-of-sales associated with ancillary equipment and services, such as ROVs, accommodation units and cranes, which are typically recovered through higher dayrates charged to the customer. Due to the fact that each of

our MPSVs have a workload capacity and significantly higher income-generating potential than each of the Company’s new generation OSVs, the utilization and dayrate levels of our MPSVs can have a very large impact on our results of operations. For this reason, our consolidated operating results, on a period-to-period basis, are disproportionately impacted by the level of dayrates and utilization achieved by our six MPSVs.


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2016			2015
Offshore Supply Vessels:
Average number of new generation OSVs (1)	61.6			61.4			62.0			59.2			61.8			60.3
Average number of active new generation OSVs (2)	27.9			51.9			20.1			41.6			24.0			46.8
Average new generation OSV fleet capacity (DWT)	219,398			208,495			221,629			202,172			220,514			205,333
Average new generation OSV capacity (DWT)	3,561			3,395			3,575			3,413			3,568			3,404
Average new generation OSV utilization rate (3)	35.1		%	64.7		%	23.9		%	56.2		%	29.5		%	60.5		%
Effective new generation OSV utilization rate (4)	77.4		%	76.6		%	73.8		%	79.9		%	75.9		%	78.1		%
Average new generation OSV dayrate (5)	$	24,601		$	26,705		$	26,642		$	28,178		$	25,431		$	27,381
Effective dayrate (6)	$	8,635		$	17,278		$	6,367		$	15,836		$	7,502		$	16,566


(1)	We owned 62 new generation OSVs as of ~~March 31,~~June 30, 2016. Excluded from this data are six MPSVs owned and operated by the ~~Company.~~Company as well as four vessels managed for the U.S. Navy. During the first ~~three~~six months of 2016, we placed in service two 310 class OSVs, the HOS Briarwood and the HOS Brass Ring.


(2)	In response to weak market conditions, we elected to stack 3744 new generation OSVs on various dates ~~since~~from October ~~2014.~~2014 through June 2016. Active new generation OSVs represent vessels that are immediately available for service during each respective period.


(3)	Utilization rates are average rates based on a 365-day year. Vessels are considered utilized when they are generating revenues.


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


(5)	Average new generation OSV dayrates represent average revenue per day, which includes charter hire, crewing services, and net brokerage revenues, based on the number of days during the period that the OSVs generated revenues.


(6)	Effective dayrate represents the average dayrate multiplied by the average utilization rate.

Non-GAAP Financial Measures

We disclose and discuss EBITDA as a non-GAAP financial measure in our public releases, including quarterly earnings releases, investor conference calls and other filings with the Securities and Exchange Commission. We define EBITDA as earnings (net income) before interest, income taxes, depreciation and amortization. Our measure of EBITDA may not be comparable to similarly titled measures presented by other companies. Other companies may calculate EBITDA differently than we do, which may limit their usefulness as comparative measures.

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

EBITDA is widely used by investors and other users of our financial statements as a supplemental financial measure that, when viewed with our GAAP results and the accompanying reconciliation, we believe provides additional information that is useful to gain an understanding of the factors and trends affecting our ability to service debt, pay deferred taxes and fund drydocking charges and other maintenance capital expenditures. We also believe the disclosure of EBITDA helps investors meaningfully evaluate and compare our cash flow generating capacity from quarter to quarter and year to year.

EBITDA is also a financial metric used by management (i) as a supplemental internal measure for planning and forecasting overall expectations and for evaluating actual results against such expectations; (ii) as a significant criteria for annual incentive cash compensation including, when applicable, bonuses paid to our executive officers and other shore-based employees; (iii) to compare to the EBITDA of other companies

when evaluating potential acquisitions; and (iv) to assess our ability to service existing fixed charges and incur additional indebtedness.

The following table provides the detailed components of EBITDA as we define that term for the three and six months ended ~~March 31,~~June 30, 2016 and 2015, respectively (in thousands):


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2016			2015
Components of EBITDA:
Net income (loss)	$	(7,514	)	$	35,853		$	(20,586	)	$	19,215		$	(28,100	)	$	55,068
Interest, net
Debt obligations	11,064			10,262			11,004			9,921			22,068			20,183
Interest income	(377		)	(214		)	(386		)	(393		)	(763		)	(607		)
Total interest, net	10,687			10,048			10,618			9,528			21,305			19,576
Income tax expense (benefit)	(3,449		)	21,437			(11,590		)	11,094			(15,039		)	32,531
Depreciation	22,173			19,984			22,658			20,172			44,831			40,156
Amortization	6,279			7,486			5,816			6,314			12,095			13,800
EBITDA	$	28,176		$	94,808		$	6,916		$	66,323		$	35,092		$	161,131

The following table reconciles EBITDA to cash flows provided by operating activities for the three and ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015, respectively (in thousands):


	Three Months Ended March 31,						Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015			2016			2015
EBITDA Reconciliation to GAAP:
EBITDA	$	28,176		$	94,808		$	6,916		$	66,323		$	35,092		$	161,131
Cash paid for deferred drydocking charges	(1,207		)	(2,553		)	(1,110		)	(3,756		)	(2,317		)	(6,309		)
Cash paid for interest	(13,787		)	(14,032		)	(11,300		)	(11,240		)	(25,087		)	(25,272		)
Cash paid for taxes	(1,752		)	(1,373		)	(490		)	(511		)	(2,242		)	(1,884		)
Changes in working capital	26,709			16,332			4,976			19,953			31,685			36,285
Stock-based compensation expense	1,172			1,972			3,044			2,802			4,216			4,774
(Gain) loss on sale of assets	45			(33,056		)	—			—			45			(33,056		)
Changes in other, net	(103		)	(660		)	957			(260		)	854			(920		)
Net cash flows provided by operating activities	$	39,253		$	61,438		$	2,993		$	73,311		$	42,246		$	134,749

In addition, we also make certain adjustments, as applicable, to EBITDA for loss on early extinguishment of debt, stock-based compensation expense and interest income to compute ratios historically used in certain financial covenants of our revolving credit facility with various lenders. We believe that these ratios are a material component of certain financial covenants in such credit facility and failure to comply with the financial covenants could result in the acceleration of indebtedness or the imposition of restrictions on our financial flexibility.

The following table provides certain detailed adjustments to EBITDA, as defined in our revolving credit facility, for the three and six months ended ~~March 31,~~June 30, 2016 and 2015, respectively (in thousands):

Adjustments to EBITDA for Computation of Financial Ratios Used in Debt Covenants


	Three Months Ended March 31,				Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015		2016		2015
Stock-based compensation expense	$	1,172	$	1,972	$	3,044	$	2,802	$	4,216	$	4,774
Interest income	377		214		386		393		763		607

Set forth below are the material limitations associated with using EBITDA as a non-GAAP financial measure compared to cash flows provided by operating activities.

EBITDA does not reflect the future capital expenditure requirements that may be necessary to replace our existing vessels as a result of normal wear and tear,

EBITDA does not reflect the interest, future principal payments and other financing-related charges necessary to service the debt that we have incurred in acquiring and constructing our vessels,

EBITDA does not reflect the deferred income taxes that we will eventually have to pay once we are no longer in an overall tax net operating loss carryforward position, as applicable, and

EBITDA does not reflect changes in our net working capital position.

Management compensates for the above-described limitations in using EBITDA as a non-GAAP financial measure by only using EBITDA to supplement our GAAP results.

Summarized financial information for the three months ended ~~March 31,~~June 30, 2016 and 2015, respectively, is shown below in the following table (in thousands, except percentage changes):


	Three Months Ended March 31,					Increase (Decrease)						Three Months Ended June 30,					Increase (Decrease)
	2016			2015		$ Change			% Change			2016			2015		$ Change			% Change
Revenues:
Vessel revenues
Domestic	$	59,459		$	93,026	$	(33,567	)	(36.1	)	%	$	41,269		$	85,328	$	(44,059	)	(51.6	)	%
Foreign	17,361			41,598		(24,237		)	(58.3	)	%	4,015			42,743		(38,728		)	(90.6	)	%
												45,284			128,071		(82,787		)	(64.6	)	%
Non-vessel revenues												8,389			8,375		14			0.2		%
	76,820			134,624		(57,804		)	(42.9	)	%	53,673			136,446		(82,773		)	(60.7	)	%
Operating expenses	40,429			61,420		(20,991		)	(34.2	)	%	34,330			57,542		(23,212		)	(40.3	)	%
Depreciation and amortization	28,452			27,470		982			3.6		%	28,474			26,486		1,988			7.5		%
General and administrative expenses	8,674			11,892		(3,218		)	(27.1	)	%	12,379			13,063		(684		)	(5.2	)	%
	77,555			100,782		(23,227		)	(23.0	)	%	75,183			97,091		(21,908		)	(22.6	)	%
Gain (loss) on sale of assets	(45		)	33,056		(33,101		)	>(100.0)		%
Operating income (loss)	(780		)	66,898		(67,678		)	>(100.0)		%	(21,510		)	39,355		(60,865		)	>(100.0)		%
Interest expense	11,064			10,262		802			7.8		%	11,004			9,921		1,083			10.9		%
Interest income	377			214		163			76.2		%	386			393		(7		)	(1.8	)	%
Income tax expense (benefit)	(3,449		)	21,437		(24,886		)	>(100.0)		%	(11,590		)	11,094		(22,684		)	>(100.0)		%
Net income (loss)	$	(7,514	)	$	35,853	$	(43,367	)	>(100.0)		%	$	(20,586	)	$	19,215	$	(39,801	)	>(100.0)		%

Three Months Ended ~~March 31,~~June 30, 2016 Compared to Three Months Ended ~~March 31,~~June 30, 2015

Revenues. Revenues for the three months ended ~~March 31,~~June 30, 2016 decreased by ~~$57.8~~$82.8 million, or ~~42.9%~~60.7%, to ~~$76.8~~$53.7 million compared to the same period in 2015. Our weighted-average active operating fleet for the three months ended ~~March 31,~~June 30, 2016 and 2015 was 3426 and 5748 vessels, respectively.

Vessel revenues decreased $82.8 million, or 64.6%, to $45.3 million for the three months ended June 30, 2016 compared to $128.1 million for the same period in 2015. The decrease in vessel revenues was primarily due to soft market conditions ~~for our vessels operating~~ worldwide, which led to our decision to stack 3231 incremental OSVs on various dates since ~~December 2014.~~March 2015. For the three months ended ~~March 31,~~June 30, 2016, we had an average of ~~33.7~~41.9 vessels stacked compared to ~~9.5~~17.6 vessels stacked in the prior-year ~~period. This~~quarter. The decrease in ~~revenue was~~vessel revenues were partially offset by ~~$9.8~~$4.5 million in ~~revenue~~revenues earned from the full or partial-period contribution of ~~six~~four vessels that were placed in service since March 2015 under our fifth OSV newbuild ~~program since December 2014 and a newbuild OSV that was converted into a MPSV and was returned to service during the second quarter of 2015.~~program. Average new generation OSV dayrates were ~~$24,601~~$26,642 for the ~~first three months~~second quarter of 2016 compared to ~~$26,705~~$28,178 for the same period in 2015, a decrease of ~~$2,104,~~$1,536, or ~~7.9%~~5.5%. Our new generation OSV utilization was ~~35.1%~~23.9% for the ~~first three months~~second quarter of 2016 compared to ~~64.7%~~56.2% for the same period in 2015. This decrease in utilization is primarily due to soft market conditions for high-spec OSVs operating in the GoM and the incremental vessels that were ~~stacked during the current-year period.~~stacked. Our new generation OSVs incurred 6384 days of aggregate downtime for regulatory drydockings and were stacked for an aggregate of ~~3,065~~3,814 days during the ~~first three months~~second quarter of 2016. Excluding stacked vessel days, our new generation OSV effective utilization was ~~77.4%~~73.8% and ~~76.6% during~~79.9% for the ~~three months ended March 31, 2016 and 2015,~~same periods, respectively. Domestic vessel revenues decreased ~~$33.6~~$44.1 million from the year-ago ~~period~~quarter primarily due to lower dayrates earned by vessels operating in our fleet during the three months ended ~~March 31,~~June 30, 2016 and the stacking of additional vessels since ~~December 2014.~~March 2015. Foreign vessel revenues decreased ~~$24.2~~$38.7 million primarily due to ~~the full or partial-period contribution~~an average of ~~ten~~15 OSVs and ~~two MPSVs~~one MPSV that have relocated to the GoM or have been removed from ~~foreign regions~~service on various dates since ~~December 2014.~~March 2015. Foreign vessel revenues for the ~~first three months~~second quarter of 2016 comprised ~~22.6%~~8.9% of our total revenues compared to ~~30.9%~~33.4% for the year-ago period.

Non-vessel revenues were $8.4 million for the three months ended June 30, 2016 and 2015, respectively. Non-vessel revenues increased during the three months ended June 30, 2016 due to incremental revenues associated with management services provided to an additional vessel. Such additional revenues were partially offset by lower activity at our shorebase facility.

Operating Expenses. Operating expenses were ~~$40.4~~$34.3 million, a decrease of ~~$21.0~~$23.2 million, or ~~34.2%~~40.3%, for the three months ended ~~March 31,~~June 30, 2016 compared to ~~$61.4~~$57.5 million for the same period in 2015. Operating

expenses ~~were~~decreased primarily ~~driven lower by~~due to vessels that ~~were~~we removed from our active fleet count through our stacking strategy since ~~December 2014,~~March 2015, which resulted in a substantial reduction in mariner ~~headcount.~~headcount, mariner pay cuts and reductions in other operating expenses. This decrease was partially offset by ~~$3.8~~$3.3 million of operating costs related to the full or partial-period contribution from ~~vessels~~newbuilds added to our fleet since ~~December 2014.~~March 2015. Aggregate cash operating expenses for our vessels are projected to be in the approximate annual range of ~~$150.0~~$135.0 million to ~~$165.0~~$145.0 million for the year ending December 31, 2016. Such cash operating expense estimate is exclusive of any additional repositioning expenses we may incur in connection with the potential relocation of more of our vessels into international markets or back to the GoM, and any customer-required cost-of-sales related to future contract fixtures that are typically recovered through higher dayrates.

Depreciation and Amortization. Depreciation and amortization expense of $28.5 million was ~~$1.0~~$2.0 million, or ~~3.6%~~7.5%, higher for the three months ended June 30, 2016 compared to the same period in 2015. Depreciation increased by $2.5 million primarily due to the addition of four HOSMAX vessels that were placed in service since March ~~31,~~2015. The depreciation increase was partially offset by a decrease in amortization expense of $0.5 million, which was mainly driven lower by postponed recertifications for certain of our stacked OSVs. Depreciation expense is expected to increase from current levels as the vessels under our current newbuild program are placed in service. Amortization expense is expected to decrease as the result of the deferral of regulatory recertification activities for vessels that have been stacked.

General and Administrative Expense. G&A expenses of $12.4 million, or 23.1% of revenues, was $0.7 million lower during the three months ended June 30, 2016 compared to the same period in 2015. The decrease in G&A expenses was primarily attributable to lower shoreside compensation expense. Shoreside compensation expense was lower due to workforce reductions that were implemented in late 2015 and during the first half of 2016, as well as lower short-term incentive compensation expense. These favorable variances were partially offset by a $1.0 million increase in bad debt reserves.

Operating Income (Loss). Operating income decreased by $60.9 million, or 154.7%, from income of $39.4 million to a loss of $(21.5) million during the three months ended June 30, 2016 compared to the same period in 2015 for the reasons discussed above. Operating loss as a percentage of revenues was (40.1%) for the three months ended June 30, 2016 compared to an operating income margin of 28.8% for the same period in 2015.

Interest Expense. Interest expense of $11.0 million increased $1.1 million during the three months ended June 30, 2016 compared to the same period in 2015, primarily due to capitalizing a lower percentage of interest compared to the prior-year period driven by a lower average construction work-in-progress balance under our newbuild program. We recorded $5.1 million of capitalized construction period interest, or roughly 31.7% of our total interest costs, for the second quarter of 2016 compared to $6.1 million, or roughly 38.1% of our total interest costs, for the year-ago period.

Interest Income. Interest income was $0.4 million during the three months ended June 30, 2016 and 2015. Our average cash balance decreased to $239.2 million for the three months ended June 30, 2016 compared to $259.4 million for the same period in 2015. The average interest rate earned on our invested cash balances was 0.7% and 0.5% during the three months ended June 30, 2016 and 2015, respectively. The decrease in average cash balance was primarily due to outflow associated with our fifth OSV newbuild program and lower revenues earned by active vessels operating in our fleet during 2016 compared to the prior year period.

Income Tax Expense (Benefit). Our effective tax rate was 36.0% and 36.6% for the three months ended June 30, 2016 and 2015, respectively. The benefit rate for the second quarter of 2016 is less than the tax rate for the second quarter of 2015 due to an amplified effect of our permanent book-tax differences on our smaller pre-tax book income (loss) for 2016 compared to 2015. Our income tax expense primarily consisted of

deferred taxes. Our income tax rate differs from the federal statutory rate primarily due to expected state tax liabilities and items not deductible for federal income tax purposes.

Net Income (Loss). Operating performance decreased by $39.8 million for a reported net loss of $(20.6) million for the three months ended June 30, 2016 compared to net income of $19.2 million for the same period during 2015. This decrease in net income for the second quarter of 2016 was primarily driven by lower revenues due to soft market conditions discussed above and the reduction of active vessels in our operating fleet.

Summarized financial information for the six months ended June 30, 2016 and 2015, respectively, is shown below in the following table (in thousands, except percentage changes):



	Six Months Ended June 30,					Increase (Decrease)
	2016			2015		$ Change			% Change
Revenues:
Vessel revenues
Domestic	$	92,124		$	173,907	$	(81,783	)	(47.0	)	%
Foreign	21,376			84,340		(62,964		)	(74.7	)	%
	113,500			258,247		(144,747		)	(56.0	)	%
Non-vessel revenues	16,993			12,823		4,170			32.5		%
	130,493			271,070		(140,577		)	(51.9	)	%
Operating expenses	74,759			118,962		(44,203		)	(37.2	)	%
Depreciation and amortization	56,926			53,956		2,970			5.5		%
General and administrative expenses	21,053			24,955		(3,902		)	(15.6	)	%
	152,738			197,873		(45,135		)	(22.8	)	%
Gain (loss) on sale of assets	(45		)	33,056		(33,101		)	>(100.0)		%
Operating income (loss)	(22,290		)	106,253		(128,543		)	>(100.0)		%
Interest expense	22,068			20,183		1,885			9.3		%
Interest income	763			607		156			25.7		%
Income tax expense (benefit)	(15,039		)	32,531		(47,570		)	>(100.0)		%
Net income (loss)	$	(28,100	)	$	55,068	$	(83,168	)	>(100.0)		%

Six Months Ended June 30, 2016 Compared to Six Months Ended June 30, 2015

Revenues. Revenues for the six months ended June 30, 2016 decreased by $140.6 million, or 51.9%, to $130.5 million compared to the same period in 2015. Our weighted-average active operating fleet for the six months ended June 30, 2016 and 2015 was 30 and 52 vessels, respectively.

Vessel revenues decreased $144.8 million, or 56.0%, to $113.5 million for the six months ended June 30, 2016 compared to $258.2 million for the same period in 2015. The decrease in vessel revenues primarily resulted from soft market conditions in the GoM, which led to our decision to stack 39 additional OSVs on various dates from December 2014 through June 30, 2016. For the six months ended June 30, 2016, we had an average of 37.8 vessels stacked compared to 13.5 vessels stacked in the prior-year period. This decrease in vessel revenues was partially offset by $11.6 million in revenues earned from the full or partial-period contribution of six vessels that were placed in service under our fifth OSV newbuild program since December 2014. Average new generation OSV dayrates were $25,431 for the first six months of 2016 compared to $27,381 for the same period in 2015, a decrease of $1,950, or 7.1%. Our new generation OSV utilization was 29.5% for the first six months of 2016 compared to 60.5% for the same period in 2015. This decrease in utilization is primarily due to soft market conditions for high-spec OSVs operating in the GoM and the incremental vessels that were stacked during the current-year period. Our new generation OSVs incurred 147 days of aggregate downtime for regulatory drydockings and were stacked for an aggregate of 6,879 days during the first six months of 2016. Excluding stacked vessel days, our new generation OSV effective utilization was 75.9% and 78.1% during the six months ended June 30, 2016 and 2015, respectively. Domestic vessel revenues decreased $81.8 million from the year-ago period primarily due to lower dayrates earned by vessels operating in our fleet during the six months ended June 30, 2016 and the stacking of vessels since December 2014. Foreign vessel revenues decreased $63.0 million primarily due to an average of 12 OSVs and one MPSV that have relocated to the GoM from foreign regions or have been stacked on various dates since December 2014. Foreign vessel revenues for the first six months of 2016 comprised 18.8% of our total vessel revenues compared to 32.7% for the year-ago period.

Non-vessel revenues increased $4.2 million, 32.5%, to $17.0 million for the six months ended June 30, 2016 compared to $12.8 million for the same period in 2015. The increase in non-vessel revenues is primarily due to incremental revenues associated with management services provided to one additional vessel during 2016 compared to the year-ago period.

Operating Expenses. Operating expenses were $74.8 million, a decrease of $44.2 million, or 37.2%, for the six months ended June 30, 2016 compared to $119.0 million for the same period in 2015. Operating expenses were primarily driven lower by vessels that were removed from our active fleet count since December 2014, which resulted in a substantial reduction in mariner headcount coupled with reductions to mariner pay. This decrease was partially offset by $6.1 million of operating costs related to the full or partial-period contribution from vessels added to our fleet since December 2014.

Depreciation and Amortization. Depreciation and amortization expense of $56.9 million was $3.0 million, or 5.5%, higher for the six months ended June 30, 2016 compared to the same period in 2015. Depreciation increased by ~~$2.2~~$4.7 million primarily due to the contribution of six vessels that were placed in service on various dates since December ~~2014 and the conversion of one OSV into a MPSV.~~2014. The depreciation increase was partially offset by a decrease in amortization expense of ~~$1.2~~$1.7 million, which was mainly driven by postponed recertifications for certain of our stacked OSVs. Depreciation expense is expected to continue to increase from current levels as the vessels under our current newbuild program are placed in service. Amortization expense is expected to decrease as the result of the deferral of regulatory recertification activities for vessels that have been stacked.

General and Administrative Expense. G&A expenses of ~~$8.7~~$21.1 million, or ~~11.3%~~16.1% of revenues, was ~~$3.2~~$3.9 million lower during the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to the same period in 2015. The decrease in G&A expenses was primarily due to lower short-term shoreside compensation expense. Shoreside compensation expense was lower due to workforce reductions that were implemented in late 2015 and ~~long-term shoreside~~during the first half of 2016, as well as lower short-term incentive compensation expense. These favorable variances were partially offset by an increase in bad debt reserves.

Gain (Loss) on Sale of Assets. During the first ~~three~~six months of 2016, we sold our last remaining non-core conventional OSV, the Cape Breton, for cash consideration of $420,000. The sale resulted in a pre-tax loss of approximately ~~$45,000~~$(45,000) ($31,000 after-tax or $0.00 per diluted share). During the first ~~three~~six months of 2015, we completed the sale of three 250EDF class OSVs ~~the~~ ~~HOS Arrowhead, the~~ ~~HOS Eagleview~~ ~~and the~~ ~~HOS Westwind~~,previously chartered to the U.S. Navy for cash consideration of $114.0 million. The sale resulted in a pre-tax gain of approximately $33.1 million ($20.7 million after-tax or $0.57 per diluted share).

Operating Income (Loss). Operating income decreased by ~~$67.7~~$128.5 million, or ~~101.2%~~121.0%, to a loss of ~~$0.8~~$(22.3) million during the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to the same period in 2015 for the reasons discussed above. Operating loss as a percentage of revenues was ~~1.0%~~(17.1%) for the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to an operating income margin of ~~49.7%~~39.2% for the same period in 2015. Excluding the 2015 gain on sale of assets, our operating income for the first ~~three~~six months of 2015 would have been ~~$33.8~~$73.2 million, or ~~25.1%~~27.0% of revenues.

Interest Expense. Interest expense of ~~$11.1~~$22.1 million increased ~~$0.8~~$1.9 million during the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to the same period in 2015, primarily due to capitalizing a lower percentage of interest compared to the prior-year period driven by a lower average construction work-in-progress balance under our newbuild program in 2016. During the ~~three~~six months ended ~~March 31,~~June 30, 2016, we recorded ~~$5.0~~$10.1 million of capitalized construction period interest, or roughly ~~31.1%~~31.4% of our total interest costs, compared to having capitalized ~~$5.8~~$11.9 million, or roughly ~~36.1%~~37.1% of our total interest costs, for the year-ago period.

Interest Income. Interest income was ~~$0.4~~$0.8 million during the ~~three~~six months ended ~~March 31,~~June 30, 2016, which was $0.2 million higher compared to the same period in 2015. Our average cash balance ~~increased~~decreased to ~~$257.3~~$248.6 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to ~~$245.4~~$252.7 million for the same period in 2015. The average interest rate earned on our invested cash balances was 0.6% and 0.4% during the ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015, respectively. The ~~increase~~decrease in average cash balance was primarily due to ~~lower cash outflows~~outflow associated with our fifth OSV newbuild program and lower revenues earned by active vessels operating in our fleet during 2016 compared to the prior year period.

Income Tax Expense (Benefit). Our effective tax rate was ~~31.5%~~34.9% and ~~37.4%~~37.1% for the ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015, respectively. The benefit rate for the first ~~three~~six months of 2016 is less than the tax rate for the first ~~three~~six months of 2015 due to an amplified effect of our permanent book-tax differences on our smaller pre-tax book income (loss) for 2016 compared to 2015. Our income tax expense primarily consisted of deferred taxes. Our income tax rate differs from the federal statutory rate primarily due to expected state tax liabilities and items not deductible for federal income tax purposes.

Net Income (Loss). Operating performance decreased by ~~$43.4~~$83.2 million for a reported net loss of ~~$7.5~~$(28.1) million for the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to net income of ~~$35.9~~$55.1 million for the same period during 2015. Excluding the gain on sale of assets, net income would have been ~~$15.2~~$34.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2015. This decrease in net income for the ~~three~~six months ended ~~March 31,~~June 30, 2016 was primarily driven by lower revenues due to soft market conditions discussed above and the reduction of active vessels in our operating fleet.

Liquidity and Capital Resources

Our capital requirements have historically been financed with cash flows from operations, proceeds from issuances of our debt and common equity securities, borrowings under our credit facilities and cash received from the sale of assets. We require capital to fund on-going operations, remaining obligations under our expanded fifth OSV newbuild program, vessel recertifications, discretionary capital expenditures and debt service and may require capital to fund potential future vessel construction, retrofit or conversion projects, acquisitions, stock repurchases or ~~stock repurchases.~~the retirement of debt. The nature of our capital requirements and the types of our financing sources are not expected to change significantly for the remainder of 2016.

We have reviewed all of our debt agreements, including our recently amended revolving credit facility, as well as our liquidity position and projected future cash needs. Despite volatility in commodity markets, we remain confident in our current financial position, the strength of our balance sheet and the short- and long-term viability of our business model. To date, our liquidity has been impacted by such volatility through lower than normal cash flow from operations. However, ~~including~~the Company projects that, even with the current depressed operating levels, cash ~~on-hand, we expect to generate sufficient cash flow~~generated from operations together with cash on hand should be sufficient to ~~cover all of our growth capital expenditures for the remaining four HOSMAX vessels under construction, commercial-related capital expenditures,~~fund its operations and ~~all of our annually recurring cash debt service, maintenance capital expenditures and cash income taxes~~commitments at least through the ~~completion~~end of ~~the newbuild program, as well as discretionary stock repurchases from time to time,~~2017 without ~~ever having to use our currently undrawn~~drawing on its revolving credit facility. We also believe that we will be able to fund all of the deferred maintenance capital expenditures that will be required upon reactivation of our stacked vessels when market conditions improve ~~without having to draw on such facility.~~with existing sources of liquidity. We have three tranches of funded unsecured debt outstanding that mature in fiscal years 2019, 2020 and 2021, respectively. The Company anticipates addressing each of these tranches of debt well in advance of their respective maturities, either by refinancing or otherwise retiring such debt.

As of ~~March 31,~~June 30, 2016, we had total cash and cash equivalents of $~~255.8~~224.5 million and ~~a $300~~an undrawn $300.0 million revolving credit ~~facility, which is undrawn as of~~ ~~March 31,~~facility. On July 29, 2016,~~. On February 6, 2015,~~ we amended ~~and extended the maturity of~~ our existing revolving credit facility. The amended facility provides continued access to a reduced level of standby liquidity for working capital and general corporate purposes, including acquisitions, newbuild and conversion programs and other capital expenditures. The borrowing base was reduced from $300.0 million to $200.0 million. The unused commitment fee was increased by 25 basis points for all pricing levels, resulting in a new range of L+225 to L+325. The minimum collateral-to-loan value ratio under the amended facility was restored to its prior level of 200% of the borrowing base, which had been reduced to 150% of the borrowing base when the facility was amended and extended in February ~~2020, provided that, if~~2015. Accordingly, the number of vessels pledged as collateral was increased from 10 OSVs valued in excess of $450 million to 12 OSVs valued in excess of $400 million. None of our remaining assets have been granted as security. The amended credit facility reduces the minimum interest coverage ratio from 3.00x to 1.00x with step-ups to 1.25x in the third quarter of 2018 and 1.50x in the first quarter of 2019 and delays the step-down in the total debt-to-capitalization ratio from 55% to 50% by six quarters to the third quarter of 2018. We have the option of making a one-time election to suspend the interest coverage ratio for a holiday period of no more than four quarters, ending no later than the fourth quarter of 2017, with a single permitted rescission. If the Company elects to exercise the interest coverage holiday, then the borrowing base will be capped at $75 million during the period of the holiday and the LIBOR spreads for funded borrowings will be increased by an additional 50 basis points during and after the holiday. The amended revolving credit facility also limits our cash balance to $50 million at any time the facility is drawn,

increases the minimum liquidity (cash and revolver availability) level required for prepayment of our 2019 convertible senior notes, ~~remain outstanding on March 1, 2019,~~2020 senior notes, and 2021 senior notes from $100 million to $150 million, and increases the ~~Company is required to maintain a specified~~ minimum liquidity level ~~until after~~required to permit a merger, formation or acquisition of a subsidiary or an investment (other than certain permitted investments) from $20 million to $100 million. For additional information with respect to other changes to our revolving credit facility, please refer to Note 5 of our consolidated financial statements included herein and the ~~redemption or refinancing of the convertible senior notes, which mature on September 1, 2019.~~First Amendment to Second Amended and Restated Revolving Credit Facility referenced as an exhibit to this Form 10-Q. The full undrawn credit amount of such facility is available for all uses of proceeds, including working capital, if ~~necessary.~~necessary, except during an interest coverage ratio holiday, when the borrowing base will be capped at $75 million. However, if used at all, the primary intended use of the facility would be the potential future ~~construction~~acquisition or ~~acquisition~~construction of assets that generate additional EBITDA. If we were not able to maintain compliance with certain covenants of our currently undrawn revolving credit facility, the proceeds of such facility would not be available to us. ~~Because of the continuing market weakness, we may seek an amendment to such covenants from our lenders in order to preserve such facility's continuing availability.~~

On October 28, 2014, our Board of Directors authorized us to repurchase up to $150 million in shares of our common stock from time to time, $25 million of which was used to buy-back 891,396 shares during the fourth quarter of 2014. There were no such repurchases during the ~~three~~six months ended ~~March 31,~~June 30, 2016. Any future repurchases under this program are expected to be funded from our cash on-hand, cash flow from

operations and/or cash proceeds from the divestiture of non-core assets. While we have an authorized share repurchase program, we will continue to prioritize our cash usage appropriate to the current market ~~cycle.~~cycle and our longer term commitments.

Although in current market conditions, we ~~expect~~were still able to ~~continue generating~~generate positive ~~working capital through our~~cash flows from operations in the second quarter of 2016, events beyond our control, such as a sustained low prices for oil and natural gas, a further significant decline in such commodity prices, renewed regulatory-driven delays in the issuance of drilling plans and permits in the GoM, declines in expenditures for exploration, development and production activity, any extended reduction in domestic consumption of refined petroleum products and other reasons discussed under the “Forward Looking Statements” on page ii and the Risk Factors stated in Item 1A of our Annual Report on Form 10-K, may affect our financial condition, results of operations or cash ~~flows.~~flows in the future. Should the need for additional financing arise, we may not be able to access the capital markets on attractive terms at that time or otherwise obtain sufficient capital to meet our maturing debt obligations or finance growth opportunities that may arise. We will continue to closely monitor our liquidity position, as well as the state of the global capital and credit markets.

Cash Flows

Operating Activities. We rely primarily on cash flows from operations to provide working capital for current and future operations. Cash flows from operating activities were $~~39.3~~42.2 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016 and $~~61.4~~134.7 million for the same period in 2015. Operating cash flows for the first ~~three~~six months of 2016 were unfavorably affected by soft market conditions for our vessels operating worldwide which led to a decline in our weighted average active operating fleet from 5752 to 3430 vessels.

Investing Activities. Net cash used in investing activities was $~~43.9~~79.4 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to ~~net cash provided by investing activities of~~ $~~35.2~~56.2 million for the same period in 2015. Cash used during the first ~~three~~six months of 2016 consisted of construction costs incurred for our fifth OSV newbuild program. Cash ~~provided~~used during the first ~~three~~six months of 2015 ~~resulted~~consisted of construction costs incurred for our fifth OSV newbuild program partially offset by proceeds from the February 2015 sale of three 250EDF class OSVs to the U.S. ~~Navy partially offset by construction costs incurred for our fifth OSV newbuild program.~~Navy.

Financing Activities. Net cash ~~used in~~provided by financing activities was ~~zero~~$0.7 million for the ~~three~~six months ended ~~March 31,~~June 30, 2016 compared to nominal net cash used byin financing activities ~~of $2.0~~ ~~million~~ for the same period in 2015. Net cash ~~used~~provided by financing activities for the ~~three~~six months ended ~~March 31,~~June 30, 2016 consisted of net proceeds from common shares issued pursuant to our employee stock-based incentive compensation plans. Net cash used in financing activities for the six months ended June 30, 2015 primarily resulted from deferred financing costs incurred during 2015 related to the amendment and extension of our existing ~~$300 million~~ revolving credit ~~facility.~~facility offset by

net proceeds from common shares issued pursuant to our employee stock-based incentive compensation plans.

Contractual Obligations

Debt

As of ~~March 31,~~June 30, 2016, the Company had the following outstanding long-term debt (in thousands, except effective interest rate):

Total Debt Effective Interest Rate Semi-Annual Cash Interest Payment Payment Dates
5.875% senior notes due 2020, net of deferred financing costs of $3,714 (1) $ 371,286
6.08 % $ 11,000
April 1 and October 1
5.000% senior notes due 2021, net of deferred financing costs of $4,838 (1) 445,162
5.21 % 11,300
March 1 and September 1
1.500% convertible senior notes due 2019, net of original issue discount of $39,034 and deferred financing costs of $3,843 257,123
6.23 % 2,300
March 1 and September 1
$ 1,073,571



	Total Debt		Effective Interest Rate		Semi-Annual Cash Interest Payment		Payment Dates
5.875% senior notes due 2020, net of deferred financing costs of $3,484 (1)	$	371,516	6.08	%	$	11,000	April 1 and October 1
5.000% senior notes due 2021, net of deferred financing costs of $4,595 (1)	445,405		5.21	%	11,300		March 1 and September 1
1.500% convertible senior notes due 2019, net of original issue discount of $36,420 and deferred financing costs of $3,586	259,994		6.23	%	2,300		March 1 and September 1
	$	1,076,915


(1)	The senior notes do not require any payments of principal prior to their stated maturity dates, but pursuant to the indentures under which the 2020 and 2021 senior notes were issued, we would be required to make offers to purchase such senior notes upon the occurrence of specified events, such as certain asset sales or a change in control.

On ~~February 6, 2015,~~July 29, 2016, we amended ~~and extended~~ our existing revolving credit facility. The amended revolving credit facility ~~to extend the maturity date, modify covenants and reduce the collateral coverage of such facility. The $300.0 million revolving credit facility~~

remains undrawn as of ~~May 10,~~August 9, 2016. With the revolving credit facility, we have the option of borrowing at a variable rate of interest equal to (i) ~~London Interbank Offered Rate, or~~ LIBOR plus a margin of ~~2.0%~~2.25% to ~~3.0%~~3.25% or (ii) the greatest of the Prime Rate, the Federal Funds Effective Rate plus 1/2 of 1% or LIBOR, plus 1.0%; plus in each case an applicable margin. The applicable margin for each base rate is determined by a pricing grid, which is based on a ~~new~~ total debt-to-capitalization ratio, as defined in the credit agreement governing the revolving credit facility, as amended. ~~The applicable LIBOR margin for the amended revolving credit facility ranges from 200 to 300 basis points.~~ Unused commitment fees are payable quarterly at the annual rate of ~~37.5 to~~ 50.0 basis points of the unused portion of the borrowing base of the new revolving credit facility, based on the defined total debt-to-capitalization ratio. For additional information with respect to our amended revolving credit facility, our 2020 senior notes, our 2021 senior notes and our 2019 convertible senior notes, please refer to Note 5 of our consolidated financial statements included herein.

The credit agreement governing the revolving credit facility and the indentures governing our 2020 and 2021 senior notes impose certain operating and financial restrictions on us. Such restrictions affect, and in many cases limit or prohibit, among other things, our ability to incur additional indebtedness, make capital expenditures, redeem equity, create liens, sell assets and pay dividends or make other restricted payments. Based on our financial ratios for the ~~three~~six months ended ~~March 31,~~June 30, 2016, the full amount of the undrawn borrowing base under our revolving credit facility, as amended July 29, 2016, is available to us for all uses of proceeds, including working capital, if ~~necessary.~~necessary, except during an interest coverage ratio holiday, when the borrowing base will be capped at $75 million. For the ~~three~~six months ended ~~March 31,~~June 30, 2016, we were in compliance with all of our debt ~~covenants and expect to remain in compliance for the second quarter of 2016.~~covenants. If we do not maintain compliance with certain covenants of our currently undrawn revolving credit facility, the proceeds of such facility will not be available to us. ~~Because of~~However, the ~~continuing market weakness, we may seek an~~recent amendment ~~to such covenants from our lenders in order to preserve such facility's continuing availability.~~added greater flexibility under applicable covenants. We continuously review our debt covenants and report to our lenders our compliance with financial ratios on a quarterly basis. We also consider such covenants in evaluating transactions that will have an effect on our financial ratios.

Capital Expenditures and Related Commitments

The following table sets forth the amounts incurred for our fifth OSV newbuild program, before construction period interest, during the ~~three~~six months ended ~~March 31,~~June 30, 2016 and since such program’s inception, as well as the estimated total project costs for such program (in millions):


	Three Months Ended March 31, 2016		Incurred Since Inception		Estimated Program Totals (1)		Projected Delivery Dates (1)	Six Months Ended June 30, 2016		Incurred Since Inception		Estimated Program Totals (1)		Projected Delivery Dates (1)
Growth Capital Expenditures:
OSV newbuild program #5 (2)	$	29.5	$	1,231.2	$	1,335.0	2Q2013-4Q2017	$	54.5	$	1,256.2	$	1,335.0	2Q2013-2Q2018

(1)

Estimated Program Totals and Projected Delivery Dates are based on internal estimates and are subject to change due to delays and possible cost overruns inherent in any large construction project, including, without limitation, shortages of equipment, lack of shipyard availability, unforeseen engineering problems, work stoppages, weather interference, unanticipated cost increases, the inability to obtain necessary certifications and approvals and shortages of materials, component equipment or skilled labor. All of the above historical and budgeted capital expenditure project amounts for our newbuild program represent estimated cash outlays and do not include any allocation of capitalized construction period interest. Projected delivery dates correspond to the first and last vessels that are contracted with shipyards for construction and delivery under our currently active program, respectively.

(2)

Our fifth OSV newbuild program consists of vessel construction contracts with three domestic shipyards to build four 300 class OSVs, five 310 class OSVs, ten 320 class OSVs, three 310 class MPSVs and two 400 class MPSVs. As of ~~May 4,~~August 3, 2016, we had placed 20 vessels in service under such program. The remaining four vessels under this 24-vessel domestic newbuild program are currently expected to be placed in service as follows: two during the ~~remainder~~third quarter of 2016 and two in ~~2017.~~2018.

The following table summarizes the costs incurred, prior to the allocation of construction period interest, for the purposes set forth below, for the ~~three~~six months ended ~~March 31,~~June 30, 2016 and 2015, respectively, and a forecast for the fiscal year ending December 31, 2016 (in millions):


	Three Months Ended March 31,				Year Ended December 31,		Three Months Ended June 30,				Six Months Ended June 30,				Year Ended December 31,
	2016		2015		2016		2016		2015		2016		2015		2016
	Actual		Actual		Forecast		Actual		Actual		Actual		Actual		Forecast
Maintenance and Other Capital Expenditures:
Maintenance Capital Expenditures
Deferred drydocking charges (1)	$	1.2	$	2.6	$	4.6	$	1.1	$	3.7	$	2.3	$	6.3	$	4.5
Other vessel capital improvements (2)	3.5		2.2		5.2		2.2		1.8		5.7		4.1		6.3
	4.7		4.8		9.8		3.3		5.5		8.0		10.4		10.8
Other Capital Expenditures
Commercial-related vessel improvements (3)	6.8		19.6		14.0		4.0		12.6		10.9		32.2		15.5
Miscellaneous non-vessel additions (4)	0.3		4.4		1.0		—		10.2		0.3		14.6		0.5
	7.1		24.0		15.0		4.0		22.8		11.2		46.8		16.0
Total	$	11.8	$	28.8	$	24.8	$	7.3	$	28.3	$	19.2	$	57.2	$	26.8


(1)	Deferred drydocking charges for 2016 include the projected recertification costs for four OSVs and one MPSV.


(2)	Other vessel capital improvements include costs for discretionary vessel enhancements, which are typically incurred during a planned drydocking event to meet customer specifications.


(3)	Commercial-related vessel improvements include items such as cranes, ROVs, helidecks, living quarters and other specialized vessel equipment, which costs are typically included in and offset, in whole or in part, by higher dayrates charged to customers.


(4)	Non-vessel capital expenditures are primarily related to information technology and shoreside support initiatives.

Forward Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements,” as contemplated by the Private Securities Litigation Reform Act of 1995, in which the Company discusses factors it believes may affect its performance in the future. Forward-looking statements are all statements other than historical facts, such as statements regarding assumptions, expectations, beliefs and projections about future events or conditions. You can generally identify forward-looking statements by the appearance in such a statement of words like “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “remain,” “should,” “will,” or other comparable words or the negative of such words. The accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus susceptible to change based on actual experience, new developments and known and unknown risks. The Company gives no assurance that the forward-looking statements will prove to be correct and does not undertake any duty to update them. The Company’s actual future results might differ from the forward-looking statements made in this Quarterly Report on Form 10-Q for a variety of reasons, including sustained or further declines in oil and natural gas prices; ~~significant and sustained or additional declines in oil and natural gas prices;~~ a sustained weakening of demand for the Company’s services; unplanned customer suspensions, cancellations, rate reductions or non-renewals of vessel charters, vessel management contracts, or failures to finalize commitments to charter or manage vessels; sustained or further reductions in capital spending budgets by customers; the inability to accurately predict vessel utilization levels and dayrates; fewer than anticipated deepwater and ultra-deepwater drilling units operating in the GoM or other regions where the Company operates; the effect of inconsistency by the United States government in the pace of issuing drilling permits and plan approvals in the GoM or other drilling regions; the Company’s inability to successfully complete the remainder of its current vessel newbuild program on-time and on-budget, which involves the construction and integration of highly complex vessels and systems; the inability to successfully market the vessels that the Company owns, is constructing or might acquire; the government's cancellation or non-renewal of the management, operations and maintenance

contracts for vessels; an oil spill or other significant event in the United States or another offshore drilling region that could have a broad impact on deepwater and other offshore energy exploration and production activities, such as the suspension of activities or significant regulatory responses; the imposition of laws or regulations that result in reduced exploration and production activities or that increase the Company’s operating costs or operating requirements; environmental litigation that impacts customer plans or projects; disputes with customers; bureaucratic, administrative or operating barriers that delay vessels in foreign markets from going on-hire or result in contractual penalties or deductions imposed by foreign customers; industry risks; the impact stemming from the reduction of Petrobras' announced plans for or administrative barriers to exploration and production activities in Brazil; ~~less than expected growth~~recent disruption in Mexican offshore activities; age or other restrictions imposed on our vessels by customers; unanticipated difficulty in effectively competing in or operating in international markets; less than anticipated subsea infrastructure and field development demand in the GoM and other markets affecting our MPSVs; ~~the level of fleet additions by the Company and its competitors that could result in~~sustained vessel over capacity in the markets in which the Company competes; economic and geopolitical risks; weather-related risks; upon a return to improved operating conditions, the shortage of or the inability to attract and retain qualified personnel, when needed, including vessel personnel for active ~~and newly constructed vessels; the inability of~~vessels or vessels the Company ~~to obtain amendments under its revolving credit facility on terms acceptable to the Comany;~~may reactivate; any success in unionizing the Company's U.S. fleet personnel; regulatory risks; the repeal or administrative weakening of the Jones Act or changes in the interpretation of the Jones Act related to the U.S. citizenship qualification; drydocking delays and cost overruns and related risks; vessel accidents, pollution incidents or other events resulting in lost revenue, fines, penalties or other expenses that are unrecoverable from insurance policies or other third parties; unexpected litigation and insurance expenses; or fluctuations in foreign currency valuations compared to the U.S. dollar and risks associated with expanded foreign operations, such as non-compliance with or the unanticipated effect of tax laws, customs laws, immigration laws, or other legislation that result in higher than anticipated tax rates or other ~~costs~~costs; the inability to repatriate

foreign-sourced earnings and profits; or the inability of the Company to ~~repatriate foreign-sourced earnings~~refinance or otherwise retire funded debt obligations that come due in 2019, 2020 and ~~profits.~~2021. In addition, the Company’s future results may be impacted by adverse economic conditions, such as inflation, deflation, or lack of liquidity in the capital markets, that may negatively affect it or parties with whom it does business resulting in their non-payment or inability to perform obligations owed to the Company, such as the failure of customers to fulfill their contractual obligations or the failure by individual banks to provide funding under the Company’s credit agreement, if required. Further, the Company can give no assurance regarding when and to what extent it will effect share repurchases. Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts the Company, or should the Company’s underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking statements, and its business, financial condition and results of operations could be materially and adversely affected and, if sufficiently severe, could result in noncompliance with certain covenants of the Company's recently amended and currently undrawn revolving credit ~~facility, which would require an amendment of such~~ facility. Additional factors that you should consider are set forth in detail in the “Risk Factors” section of the Company's most recent Annual Report on Form 10-K as well as other filings the Company has made and will make with the Securities and Exchange Commission which, after their filing, can be found on the Company’s website, www.hornbeckoffshore.com.

Item 3—Quantitative and Qualitative Disclosures About Market Risk

There have been no material changes to the market risk disclosures set forth in Item 7A in our Annual Report on Form 10-K for the year ended December 31, 2015.

Item 4—Controls and Procedures

Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~March 31,~~June 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1—Legal Proceedings

None.

Item 1A—Risk Factors

There were no changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Item 2—Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3—Defaults Upon Senior Securities

None.

Item 4—Mine Safety Disclosures

None.

Item 5—Other Information

~~Amendment to Employment Agreements~~

The Company has employment agreements with its named executive officers, Todd M. Hornbeck, Carl G. Annessa, James O. Harp, Jr., Samuel A. Giberga and John S. Cook. These agreements provide for, among other things, base salaries and a structured cash incentive compensation program dependent upon the Company achieving certain targeted results as well as individual achievement. On May 6, 2016, the Appendix A to each of these employment agreements was amended, effective January 1, 2016, to update the non-discretionary components for the determination of potential cash incentive compensation.

This summary of these amendments to foregoing employment agreements is qualified in its entirety by reference to the recently revised form Appendix A to the employment agreements for the named executive officers, which is attached hereto as Exhibit 10.1.

Glossary of Terms Currently Used in Our SEC Filings

"2019 convertible senior notes" means the Company's 1.500% convertible senior notes due 2019;

"2020 senior notes" means the Company's 5.875% senior notes due 2020;

"2021 senior notes" means the Company's 5.000% senior notes due 2021;

“AHTS” means anchor-handling towing supply;

“ASC” means Financial Accounting Standards Board Accounting Standards Codification;

“average dayrate” means, when referring to OSVs or MPSVs, average revenue per day, which includes charter hire, crewing services and net brokerage revenues, based on the number of days during the period that the OSVs or MPSVs, as applicable, generated revenue. For purposes of vessel brokerage arrangements, this calculation excludes that portion of revenue that is equal to the cost of in-chartering third-party equipment paid by customers;

"BOEM" means the Bureau of Ocean Energy Management;

"BSEE" means the Bureau of Safety and Environmental Enforcement;

“cabotage laws” means laws pertaining to the privilege of operating vessels in the navigable waters of a nation;

“coastwise trade” means the transportation of merchandise or passengers by water, or by land and water, between points in the United States, either directly or via a foreign port;

"continental shelf" or "shelf" means offshore areas, generally less than 1,000' in depth;

“conventional” means, when referring to OSVs, vessels that are at least 30 years old, are generally less than 200’ in length or carry less than 1,500 deadweight tons of cargo when originally built and primarily operate, when active, on the continental shelf;

“deepwater” means offshore areas, generally 1,000’ to 5,000’ in depth;

“Deepwater Horizon incident” means the subsea blowout and resulting oil spill at the Macondo well site in the GoM in April 2010 and subsequent sinking of the Deepwater Horizon drilling rig;

“deep-well” means a well drilled to a true vertical depth of 15,000’ or greater, regardless of whether the well was drilled in the shallow water of the Outer Continental Shelf or in the deepwater or ultra-deepwater;

“DOI” means U.S. Department of the Interior and all its various sub-agencies, including effective October 1, 2011 the Bureau of Ocean Energy Management (“BOEM”), which handles offshore leasing, resource evaluation, review and administration of oil and gas exploration and development plans, renewable energy development, National Environmental Policy Act analysis and environmental studies, and the Bureau of Safety and Environmental Enforcement (“BSEE”), which is responsible for the safety and enforcement functions of offshore oil and gas operations, including the development and enforcement of safety and environmental regulations, permitting of offshore exploration, development and production activities, inspections, offshore regulatory programs, oil spill response and newly formed training and environmental compliance programs; BOEM and BSEE being successor

entities to the Bureau of Ocean Energy Management, Regulation and Enforcement (“BOEMRE”), which effective June 2010 was the successor entity to the Minerals Management Service;

“domestic public company OSV peer group” includes Gulfmark Offshore, Inc. (NYSE:GLF), SEACOR Holdings Inc. (NYSE:CKH) and Tidewater Inc. (NYSE:TDW);

“DP-1”, “DP-2” and “DP-3” mean various classifications of dynamic positioning systems on new generation vessels to automatically maintain a vessel’s position and heading through anchor-less station-keeping;

“DWT” means deadweight tons;

“effective dayrate” means the average dayrate multiplied by the average utilization rate;

“EIA” means the U.S. Energy Information Administration;

"EPA" means United States Environmental Protection Agency;

“flotel” means on-vessel accommodations services, such as lodging, meals and office space;

“GAAP” means United States generally accepted accounting principles;

“GoM” means the U.S. Gulf of Mexico;

"high-specification" or “high-spec” means, when referring to new generation OSVs, vessels with cargo-carrying capacity of greater than 2,500 DWT (i.e., 240 class OSV notations or higher), and dynamic-positioning systems with a DP-2 classification or higher; and, when referring to jack-up drilling rigs, rigs capable of working in 400-ft. of water depth or greater, with hook-load capacity of 2,000,000 lbs. or greater, with cantilever reach of 70-ft. or greater; and minimum quarters capacity of 150 berths or more and dynamic-positioning systems with a DP-2 classification or higher;

“IHS-CERA” means the division of IHS Inc. focused on providing knowledge and independent analysis on energy markets, geopolitics, industry trends and strategy;

“IHS-Petrodata” means the division of IHS Inc. focused on providing data, information, and market intelligence to the offshore energy industry;

“IRM” means inspection, repair and maintenance, also known as “IMR,” or inspection, maintenance and repair, depending on regional preference;

“Jones Act” means the U.S. cabotage laws known as the Merchant Marine Act of 1920, as amended;

“Jones Act-qualified” means, when referring to a vessel, a U.S.-flagged vessel qualified to engage in domestic coastwise trade under the Jones Act;

“long-term contract” means a time charter of one year or longer in duration at inception;

“Macondo” means the well site location in the deepwater GoM where the Deepwater Horizon incident occurred as well as such incident itself;

“MPSV” means a multi-purpose support vessel;

“MSRC” means the Marine Spill Response Corporation;

“new generation” means, when referring to OSVs, modern, deepwater-capable vessels subject to the regulations promulgated under the International Convention on Tonnage Measurement of Ships, 1969, which was adopted by the United States and made effective for all U.S.-flagged vessels in 1992 and foreign-flagged equivalent vessels;

“OSV” means an offshore supply vessel, also known as a “PSV,” or platform supply vessel, depending on regional preference;

“PEMEX” means Petroleos Mexicanos;

“Petrobras” means Petroleo Brasileiro S.A.;

"phantom restricted stock units" means cash-settled restricted stock unit awards;

“public company OSV peer group” means SEACOR Holdings Inc. (NYSE:CKH), GulfMark Offshore, Inc. (NYSE:GLF), Tidewater Inc. (NYSE:TDW), Farstad Shipping (NO:FAR), Solstad Offshore (NO:SOFF), Deep Sea Supply (NO:DESSC), DOF ASA (NO:DOF), Siem Offshore (NO:SIOFF), Groupe Bourbon SA (GBB:FP), Havila Shipping ASA (NO:HAVI), Eidesvik Offshore (NO:EIOF) and/or Ezra Holdings Ltd (SI:EZRA);

“ROV” means a remotely operated vehicle; and

“ultra-deepwater” means offshore areas, generally more than 5,000’ in depth.

Item 6—Exhibits

Exhibit Index



Exhibit Number		Description of Exhibit

3.1	—	Second Restated Certificate of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarter ended March 31, 2005).

3.2	—	Fourth Restated Bylaws of the Company adopted June 30, 2004 (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q for the quarter ended June 30, 2004).

3.3	—	Amendment No. 1 to Fourth Restated Bylaws of the Company adopted June 21, 2012 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 27, 2012).

3.4	—	Amended and Restated Certificate of Designation of Series A Junior Participating Preferred Stock filed with the Secretary of State of the State of Delaware on July 2, 2013 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 3, 2013).

4.1	—	Specimen stock certificates for the Company’s common stock, $0.01 par value (for U.S. citizens and non-U.S. citizens) (incorporated by reference to Exhibit 4.4 to the Company’s Form 8-A/A filed July 3, 2013, Registration No. 001-32108).

4.2	—	Indenture, dated March 16, 2012 among Hornbeck Offshore Services, Inc., as issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (including form of 5.875% Senior Notes due 2020) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed March 21, 2012).

4.3	—	Indenture dated as of August 13, 2012 by and among Hornbeck Offshore Services, Inc., the guarantors named therein, and Wells Fargo Bank, National Association, as Trustee (including form of 1.500% Convertible Senior Notes due 2019) (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.4	—	Confirmation of Base Call Option Transaction dated as of August 7, 2012 by and between Hornbeck Offshore Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.5	—	Confirmation of Base Call Option Transaction dated as of August 7, 2012 by and between Hornbeck Offshore Services, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.6	—	Confirmation of Base Call Option Transaction dated as of August 7, 2012 by and between Hornbeck Offshore Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.7	—	Confirmation of Additional Base Call Option Transaction dated as of August 8, 2012 by and between Hornbeck Offshore Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.5 to the Company’s Current Report on Form 8-K filed on August 13, 2012).



Exhibit Number		Description of Exhibit

4.8	—	Confirmation of Additional Base Call Option Transaction dated as of August 8, 2012 by and between Hornbeck Offshore Services, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 4.6 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.9	—	Confirmation of Additional Base Call Option Transaction dated as of August 8, 2012 by and between Hornbeck Offshore Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.7 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.10	—	Confirmation of Base Warrant dated as of August 7, 2012 by and between Hornbeck Offshore Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.8 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.11	—	Confirmation of Base Warrant dated as of August 7, 2012 by and between Hornbeck Offshore Services, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 4.9 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.12	—	Confirmation of Base Warrant dated as of August 7, 2012 by and between Hornbeck Offshore Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.10 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.13	—	Confirmation of Additional Warrants dated as of August 8, 2012 by and between Hornbeck Offshore Services, Inc. and Barclays Bank PLC (incorporated by reference to Exhibit 4.11 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.14	—	Confirmation of Additional Warrants dated as of August 8, 2012 by and between Hornbeck Offshore Services, Inc. and JPMorgan Chase Bank, National Association, London Branch (incorporated by reference to Exhibit 4.12 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.15	—	Confirmation of Additional Warrants dated as of August 8, 2012 by and between Hornbeck Offshore Services, Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.13 to the Company’s Current Report on Form 8-K filed on August 13, 2012).

4.16	—	Indenture governing the 5.000% Notes, dated March 28, 2013 among Hornbeck Offshore Services, Inc., as issuer, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (including form of 5.000% Senior Notes due 2021) (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on March 28, 2013).

4.17	—	Rights Agreement dated as of July 1, 2013 between Hornbeck Offshore Services, Inc. and Computershare Inc., as Rights Agent, which includes as Exhibit A the Amended and Restated Certificate of Designation of Series A Preferred Stock, as Exhibit B the form of Right Certificate and as Exhibit C the form of Summary of Rights to Purchase Shares (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed July 3, 2013).

4.18	—	First Supplemental Indenture, dated October 6, 2015 among Hornbeck Offshore Services, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (to the indenture governing the 1.5% Convertible Senior Notes due 2019).



Exhibit Number		Description of Exhibit

4.19	—	First Supplemental Indenture, dated October 6, 2015 among Hornbeck Offshore Services, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (to the indenture governing the 5.875% Senior Notes due 2020).

4.20	—	First Supplemental Indenture, dated October 6, 2015 among Hornbeck Offshore Services, Inc., the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (to the indenture governing the 5.000% Senior Notes due 2021).

*10.110.10	—	First Amendment to Second Amended and Restated Credit Agreement dated as of July 29, 2016 by and among the Company and one of its subsidiaries, Hornbeck Offshore Services, LLC, each of the lenders and guarantors signatory thereto, and Wells Fargo Bank, National Association, as administrative agent for the lenders (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form ~~of Amended Appendix A to Employment Agreements for Named Executive Officers.~~8-K filed on August 4, 2016).

*31.1	—	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2	—	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1	—	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2	—	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*101	—	Interactive Data File

* Filed herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.



		Hornbeck Offshore Services, Inc.

Date: ~~May 10,~~August 9, 2016		/s/ JAMES O. HARP, JR.
		James O. Harp, Jr.
		Executive Vice President and Chief Financial Officer

3441



	As of March 31, 2016
	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Consolidating			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	14		$	245,495	$	10,332		$	—		$	255,841
Accounts receivable, net of allowance for doubtful accounts of $2,774	—			49,082		20,636			(3,727		)	65,991
Other current assets	76			15,728		376			—			16,180
Total current assets	90			310,305		31,344			(3,727		)	338,012
Property, plant and equipment, net	—			2,478,123		118,180			—			2,596,303
Deferred charges, net	3,003			50,637		26,872			(51,009		)	29,503
Intercompany receivable	1,087,120			172,242		63,381			(1,322,743		)	—
Investment in subsidiaries	788,969			8,602		—			(797,571		)	—
Other assets	1,744			6,494		2,126			—			10,364
Total assets	$	1,880,926		$	3,026,403	$	241,903		$	(2,175,050	)	$	2,974,182
LIABILITIES AND STOCKHOLDERS’ EQUITY												—
Current liabilities:												—
Accounts payable	$	—		$	28,101	$	6,709		$	(5,688	)	$	29,122
Accrued interest	13,550			—		—			—			13,550
Accrued payroll and benefits	—			8,204		278			—			8,482
Deferred revenue	—			278		621			—			899
Other accrued liabilities	—			15,206		6,161			(46		)	21,321
Total current liabilities	13,550			51,789		13,769			(5,734		)	73,374
Long-term debt, net of original issue discount of $39,034 and deferred financing costs of $12,395	1,073,571			—		—			—			1,073,571
Deferred tax liabilities, net	—			378,782		—			—			378,782
Intercompany payables	(647,353		)	1,800,378		227,321			(1,380,346		)	—
Other liabilities	—			1,212		—			—			1,212
Total liabilities	439,768			2,232,161		241,090			(1,386,080		)	1,526,939
Stockholders’ equity:												—
Preferred stock: $0.01 par value; 5,000 shares authorized; no shares issued and outstanding	—			—		—			—			—
Common stock: $0.01 par value; 100,000 shares authorized; 36,165 shares issued and outstanding	362			—		—			—			362
Additional paid-in capital	746,473			37,978		8,602			(46,581		)	746,472
Retained earnings	694,323			756,131		(13,741		)	(742,389		)	694,324
Accumulated other comprehensive loss	—			133		5,952			—			6,085
Total stockholders’ equity	1,441,158			794,242		813			(788,970		)	1,447,243
Total liabilities and stockholders’ equity	$	1,880,926		$	3,026,403	$	241,903		$	(2,175,050	)	$	2,974,182