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, 2015
or
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-51582
 
 
 
HERCULES OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
 
 
 
Delaware
 
56-2542838
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
9 Greenway Plaza, Suite 2200
Houston, Texas
(Address of principal executive offices)
 
77046
(Zip Code)
(713) 350-5100
(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 ¨

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 ¨

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
 
Accelerated filer ¨
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
 
 
 
 
(Do not check if a smaller reporting company)
 
 

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, par value $0.01 per share
 
Outstanding as of April 24, 2015
 
 
161,424,250

 



TABLE OF CONTENTS
 


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
 
 
March 31,
 
December 31,
 
2015
 
2014
 
(Unaudited)
 
 
ASSETS
 
Current Assets:
 
 
 
Cash and Cash Equivalents
$
218,172

 
$
207,937

Accounts Receivable, Net
108,053

 
166,359

Prepaids
8,571

 
19,585

Current Deferred Tax Asset
4,461

 
4,461

Other
2,557

 
5,955

 
341,814

 
404,297

Property and Equipment, Net
1,568,485

 
1,574,749

Other Assets, Net
23,156

 
23,361

 
$
1,933,455

 
$
2,002,407

LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
 
Current Liabilities:
 
 
 
Accounts Payable
$
46,424

 
$
52,952

Accrued Liabilities
54,296

 
66,090

Interest Payable
39,132

 
32,008

Other Current Liabilities
12,177

 
13,406

 
152,029

 
164,456

Long-term Debt
1,210,981

 
1,210,919

Deferred Income Taxes
4,403

 
4,147

Other Liabilities
7,479

 
7,854

Commitments and Contingencies

 

Stockholders’ Equity:
 
 
 
Common Stock, $0.01 Par Value; 300,000 Shares Authorized; 164,400 and 163,540 Shares Issued, Respectively; 161,423 and 160,818 Shares Outstanding, Respectively
1,644

 
1,635

Capital in Excess of Par Value
2,180,650

 
2,179,838

Treasury Stock, at Cost, 2,977 and 2,722 Shares, Respectively
(56,939
)
 
(56,765
)
Retained Deficit
(1,566,792
)
 
(1,509,677
)
 
558,563

 
615,031

 
$
1,933,455

 
$
2,002,407

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


1

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
Three Months Ended March 31,
 
2015
 
2014
Revenue
$
122,619

 
$
256,734

Costs and Expenses:

 

Operating Expenses
99,599

 
140,752

Depreciation and Amortization
37,218

 
40,083

General and Administrative
15,760

 
18,227

 
152,577

 
199,062

Operating Income (Loss)
(29,958
)
 
57,672

Other Income (Expense):

 

Interest Expense
(24,960
)
 
(22,901
)
Loss on Extinguishment of Debt
—

 
(15,158
)
Other, Net
420

 
150

Income (Loss) Before Income Taxes
(54,498
)
 
19,763

Income Tax Benefit (Provision)
(2,617
)
 
153

Net Income (Loss)
$
(57,115
)
 
$
19,916

Net Income (Loss) Per Share:
 
 
 
Basic
$
(0.35
)
 
$
0.12

Diluted
$
(0.35
)
 
$
0.12

Weighted Average Shares Outstanding:


 


Basic
161,057

 
160,070

Diluted
161,057

 
161,883

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

2

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
Three Months Ended March 31,
 
2015
 
2014
Cash Flows from Operating Activities:
 
 
 
Net Income (Loss)
$
(57,115
)
 
$
19,916

Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:
 
 
 
Depreciation and Amortization
37,218

 
40,083

Stock-Based Compensation Expense
820

 
2,400

Deferred Income Taxes
(278
)
 
(4,616
)
Other
(243
)
 
3,089

(Increase) Decrease in Operating Assets -
 
 
 
Accounts Receivable
58,779

 
(3,834
)
Prepaid Expenses and Other
11,439

 
9,879

Increase (Decrease) in Operating Liabilities -
 
 
 
Accounts Payable
(6,528
)
 
1,887

Insurance Notes Payable
—

 
(9,568
)
Other Current Liabilities
(7,573
)
 
(16,119
)
Other Liabilities
54

 
(2,472
)
Net Cash Provided by Operating Activities
36,573

 
40,645

Cash Flows from Investing Activities:
 
 
 
Capital Expenditures
(30,740
)
 
(40,665
)
Insurance Proceeds Received
2,418

 
—

Proceeds from Sale of Assets, Net
1,984

 
1,679

Net Cash Used in Investing Activities
(26,338
)
 
(38,986
)
Cash Flows from Financing Activities:
 
 
 
Long-term Debt Borrowings
—

 
300,000

Redemption of 7.125% Senior Secured Notes
—

 
(220,072
)
Cash Designated for Debt Retirement
—

 
(79,928
)
Payment of Debt Issuance Costs
—

 
(2,961
)
Other
—

 
108

Net Cash Used in Financing Activities
—

 
(2,853
)
Net Increase (Decrease) in Cash and Cash Equivalents
10,235

 
(1,194
)
Cash and Cash Equivalents at Beginning of Period
207,937

 
198,406

Cash and Cash Equivalents at End of Period
$
218,172

 
$
197,212

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

3

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
1.    General
Hercules Offshore, Inc., a Delaware corporation, and its majority owned subsidiaries (the “Company”) provide shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally through its Domestic Offshore, International Offshore and International Liftboats segments (See Note 8). At March 31, 2015, the Company operated a fleet of 33 jackup rigs, including one rig under construction (See Note 9), and 24 liftboat vessels. The Company’s diverse fleet is capable of providing services such as oil and gas exploration and development drilling, well service, platform inspection, maintenance and decommissioning operations in several key shallow-water provinces around the world.
The consolidated financial statements of the Company are unaudited; however, they include all adjustments of a normal recurring nature which, in the opinion of management, are necessary for a fair presentation. Certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2014 and the notes thereto included in the Company’s Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results expected for the full year.
Recent Events
Demand for the Company’s oilfield services is driven by its exploration and production customers’ capital spending, which can experience significant fluctuation depending on current commodity prices and their expectations of future price levels, among other factors. The recent decline in the price of crude oil has negatively impacted dayrates and demand for the Company’s services. In addition to the oil price decline, the consolidation of the domestic customer base has negatively impacted demand for jackup rigs in the U.S. Gulf of Mexico. Internationally, the new capacity growth expected over the next three years could put further pressure on the operating environment for the existing jackup rig fleet. Although activity levels for liftboats are not as closely correlated to commodity prices as the Company’s drilling segments, commodity prices are still a key driver of liftboat demand. Demand for liftboat services in West Africa has been volatile, which the Company believes has been driven by budgetary constraints with major customers primarily in Nigeria.
On February 25, 2015, the Company received a notice from Saudi Aramco terminating for convenience its drilling contract for the Hercules 261, effective on or about March 27, 2015. The Company received a subsequent notice from Saudi Aramco extending the effective date of termination to April 30, 2015. The Company is in the process of seeking a basis for continuing the Hercules 261 contract. There will be no termination fee payable to the Company under the contract as a result of such termination.
The Company’s immediate capital resources to fund and grow operations come from cash on hand, cash from operations and availability under its revolving credit facility. The Company has taken numerous actions to mitigate the effects of the decline in activity levels, including but not limited to: (i) cold stacking nine rigs over the past several months to significantly reduce operating expenses, (ii) significantly reducing its capital expenditures planned for 2015 and (iii) significantly reducing its workforce, both onshore and offshore. The Company continues to monitor its operating environment and will respond to further activity level declines as appropriate. The Company believes these steps will enhance its liquidity and further believes, based upon the current business environment and activity levels, it will have adequate liquidity to fund its operations through December 31, 2015; however, the Company cannot predict how an extended period of low commodity prices will affect its operations and liquidity levels.
2.    Supplemental Financial Information
Consolidated Balance Sheet Information
Other current liabilities consisted of the following:
 
March 31,
 
December 31,
 
2015
 
2014
 
(in thousands)
Other Current Liabilities:
 
 
 
Deferred Revenue - Current Portion
$
5,088

 
$
9,439

Other
7,089

 
3,967

 
$
12,177

 
$
13,406


4
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED



3.    Earnings Per Share
The reconciliation of the numerators and denominators used for the computation of basic and diluted earnings per share is as follows:
 
Three Months Ended March 31,
 
2015
 
2014
 
(in thousands)
Numerator:
 
 
 
Net income (loss)
$
(57,115
)
 
$
19,916

Denominator:
 
 
 
Weighted average basic shares
161,057

 
160,070

Add effect of stock equivalents
—

 
1,813

Weighted average diluted shares
161,057

 
161,883

The Company calculates basic earnings per share by dividing net income (loss) by the weighted average number of shares outstanding. Diluted earnings per share is computed by dividing net income by the weighted average number of shares outstanding during the period as adjusted for the dilutive effect of the Company’s stock options, time-based restricted stock and performance-based restricted stock awards. The effect of stock option and restricted stock awards is not included in the computation for periods in which a net loss occurs, because to do so would be anti-dilutive. The Company's diluted earnings per share calculation for the three months ended March 31, 2015 excludes 6.0 million stock equivalents that would have potentially been included if the Company had generated net income but are excluded as the Company generated a net loss. The Company's diluted earnings per share calculation excludes 1.2 million stock equivalents for the three months ended March 31, 2014 due to their anti-dilutive effect.
4.    Debt
Senior Secured Credit Agreement
On April 3, 2012, the Company entered into a credit agreement which as amended on July 8, 2013 (the "Credit Agreement") governs its senior secured revolving credit facility (the "Credit Facility"). The Credit Agreement provides for a $150.0 million senior secured revolving credit facility. As of March 31, 2015, no amounts were outstanding and $7.0 million in letters of credit had been issued under the Credit Facility, therefore the remaining availability under this facility was $143.0 million. During any period of time that outstanding letters of credit under the Credit Facility exceed $10 million or there are any revolving borrowings outstanding under the Credit Facility, the Company will have to maintain compliance with a maximum secured leverage ratio (as defined in the Credit Agreement, being generally computed as the ratio of secured indebtedness to consolidated cash flow). The maximum secured leverage ratio is 3.50 to 1.00. As of March 31, 2015, the Company was in compliance with all covenants under its revolving credit facility.
The Company's obligations under the Credit Agreement are guaranteed by substantially all of the Company's current domestic subsidiaries (collectively, the "Guarantors"), and the obligations of the Company and the Guarantors are secured by liens on substantially all of the vessels owned by the Company and the Guarantors, together with certain accounts receivable, equity of subsidiaries, equipment and other assets.
Retirement of 7.125% Senior Secured Notes
In 2012, the Company issued $300.0 million of senior secured notes at a coupon rate of 7.125% ("7.125% Senior Secured Notes") with maturity in April 2017. On March 12, 2014 the Company commenced a cash tender offer (the "Tender offer") for any and all of the $300.0 million outstanding aggregate principal amount of its 7.125% Senior Secured Notes. Senior secured notes totaling approximately $220.1 million were settled on March 26, 2014 for $232.7 million using a portion of the proceeds from the $300.0 million 6.75% Senior Notes due April 2022 ("6.75% Senior Notes") issued on March 26, 2014. Additionally, on April 29, 2014, the Company redeemed all $79.9 million of the remaining outstanding 7.125% Senior Secured Notes for approximately $84.2 million using the remaining net proceeds from the 6.75% Senior Notes offering, together with cash on hand.

5
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED


Loss on Extinguishment of Debt
During the three months ended March 31, 2014, the Company incurred the following charges which are included in Loss on Extinguishment of Debt in the Consolidated Statement of Operations:
•
In March 2014, the Company incurred a pretax charge of $15.2 million, $15.2 million net of tax, consisting of a $12.6 million call premium and $1.4 million of unamortized debt issuance costs related to the redemption of the 7.125% Senior Secured Notes, as well as $1.1 million of bank fees related to the issuance of the 6.75% Senior Notes.
5.    Fair Value Measurements
Fair value measurements are generally based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s view of market assumptions in the absence of observable market information. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company uses the fair value hierarchy included in Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820-10, Fair Value Measurements and Disclosure, which is intended to increase consistency and comparability in fair value measurements and related disclosures. The fair value hierarchy consists of the following three levels:
Level 1 — Inputs are quoted prices in active markets for identical assets or liabilities.
Level 2 — Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market-corroborated inputs which are derived principally from or corroborated by observable market data.
Level 3 — Inputs are derived from valuation techniques in which one or more significant inputs or value drivers are unobservable.
Fair Value of Financial Instruments
The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities and other current liabilities, approximate fair values because of the short-term nature of the instruments. The fair value of the Company's cash equivalents are Level 1.
The fair value of the Company’s 8.75% Senior Notes, 7.5% Senior Notes, 6.75% Senior Notes, 10.25% Senior Notes and 3.375% Convertible Senior Notes is estimated based on quoted prices in active markets. The fair value of the Company’s 7.375% Senior Notes is estimated based on discounted cash flows using inputs from quoted prices in active markets for similar debt instruments. The inputs used to determine fair value are considered Level 2 inputs.
The following table provides the carrying value and fair value of the Company’s long-term debt instruments:
 
March 31, 2015
 
December 31, 2014
 
Carrying
Value
 
Fair
Value
 
Carrying
Value
 
Fair
Value
 
(in millions)
8.75% Senior Notes, due July 2021
$
400.0

 
$
119.5

 
$
400.0

 
$
191.0

7.5% Senior Notes, due October 2021
300.0

 
85.1

 
300.0

 
135.8

6.75% Senior Notes, due April 2022
300.0

 
84.2

 
300.0

 
132.8

10.25% Senior Notes, due April 2019
200.0

 
62.1

 
200.0

 
111.4

3.375% Convertible Senior Notes, due June 2038
7.5

 
6.6

 
7.4

 
6.5

7.375% Senior Notes, due April 2018
3.5

 
1.1

 
3.5

 
1.9

6.    Long-Term Incentive Awards
Stock-based Compensation
The Company’s 2014 Long-Term Incentive Plan (the “2014 Plan”) provides for the granting of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance awards and other stock-based awards to selected employees and non-employee directors of the Company. At March 31, 2015, approximately 5.5 million

6
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED


shares were available for grant or award under the 2014 Plan. The Company’s 2004 Amended and Restated Long-Term Incentive Plan (the “2004 Plan”) remains in effect only as it relates to outstanding awards previously granted under that plan.
During the three months ended March 31, 2015, the Company granted the following equity awards:
•
Time-based awards — The Company granted 1.6 million time-based restricted stock awards to certain employees which vest 1/3 per year. The grant-date fair value per share for these time-based restricted stock awards is equal to the closing price of the Company's stock on the grant date, which was a weighted-average grant date fair value of $0.55 for the awards granted in the three months ended March 31, 2015.
•
Objective-based awards — The Company granted additional compensation awards to certain employees that are based on the Company's achievement of certain Company-based performance objectives as well as the Company's achievement of certain market-based objectives. These awards cliff vest three years from the date of grant and are payable in cash, subject to vesting requirements, after the completion of all performance periods with 20% of the award being achievable based on a one-year performance period, 30% being achievable based on a two-year performance period, and the remaining 50% being achievable based upon a three-year performance period. The CEO’s award also contains an equity component that is earned, in addition to the cash, up to a total amount of 400,000 shares if minimum levels of performance are achieved. The fair value of all awards requiring share settlement is measured at the fair value on the grant date, while those requiring cash settlement are remeasured at the end of each reporting period.
The Company accounts for awards, or the portion of the awards, requiring cash settlement under stock-compensation principles of accounting as liability instruments. The fair value of all liability instruments are being remeasured based on the awards' estimated fair value at the end of each reporting period and are being recorded to expense over the vesting period.
The awards that are based on the Company's achievement of market-based objectives related to the Company's stock price performance as compared to certain peer groups as defined in the award agreements are valued using a Monte Carlo simulation. The Company uses various assumptions to estimate the fair value of the Company's objective-based awards. The Company uses the historical volatility of its common stock as well as that of certain peer groups as defined in the award agreements to estimate volatility while the dividend yield assumptions are based on historical and anticipated dividend payouts of the Company as well as that of certain peer groups as defined in the award agreements. The risk-free interest rate assumptions are based on observed interest rates consistent with the approximate vesting periods and the stock price used represents the closing price of the Company's common stock, as well as that of certain peer groups as defined in the award agreements, at the valuation date.
7.    Income Taxes
The Company, directly or through its subsidiaries, files income tax returns in the United States, and multiple state and foreign jurisdictions. The Company’s tax returns for 2008 through 2014 remain open for examination by the taxing authorities in the respective jurisdictions where those returns were filed. Although the Company believes that its estimates are reasonable, the final outcome in the event that the Company is subjected to an audit could be different from that which is reflected in its historical income tax provision and accruals. Such differences could have a material effect on the Company’s income tax provision and net income in the period in which such determination is made. In addition, TODCO income tax obligations from periods prior to its initial public offering in 2004 are indemnified by Transocean, the former owner of TODCO, under the tax sharing agreement, except for the Trinidad and Tobago jurisdiction. The Company’s Trinidadian and Tobago tax returns are open for examination for the years 2010 through 2014.
From time to time, the Company’s tax returns are subject to review and examination by various tax authorities within the jurisdictions in which the Company operates or has operated. The Company is currently contesting tax assessments in Venezuela, and may contest future assessments where the Company believes the assessments are meritless.
In January 2014, the Federal Inland Revenue Service of Nigeria commenced an audit of calendar years 2007 through 2011, which was completed in the first quarter of 2015. In February 2015, the Company has been informed that 2012 and 2013 will be examined as well. While the Company cannot predict or provide assurance regarding the outcome of these proceedings, the Company does not expect the ultimate liability to have a material effect on its consolidated financial statements.
During the three months ended March 31, 2015 and 2014, the Company recognized $0.9 million and $4.8 million of tax benefit as a result of the tolling of a statute of limitations in foreign jurisdictions.

7
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED


8.   Segments
The Company currently reports its business activities in three business segments: (1) Domestic Offshore, (2) International Offshore and (3) International Liftboats. The Company eliminates inter-segment revenue and expenses, if any.
The Company’s jackup rigs are used primarily for exploration and development drilling in shallow waters. The Company’s liftboats are self-propelled, self-elevating vessels with a large open deck space, which provides a versatile, mobile and stable platform to support a broad range of offshore maintenance and construction services throughout the life of an oil or natural gas well.
In November 2013, the Company entered into an agreement with Perisai Drilling Sdn Bhd ("Perisai") whereby the Company agreed to market, manage and operate two Pacific Class 400 design new-build jackup drilling rigs, Perisai Pacific 101 and Perisai Pacific 102 ("Perisai Agreement"). Pursuant to the terms of the agreement, Hercules is reimbursed for all operating expenses and Perisai pays for all capital expenditures. The Company receives a daily management fee for the rig and a daily operational fee equal to 12% of the rig-based EBITDA, as defined in the Perisai Agreement. In August 2014, Perisai Pacific 101 commenced work on a three-year drilling contract in Malaysia. Specific to the Perisai Agreement, the Company recognized revenue and operating expenses of $4.2 million and $2.6 million, respectively, for the three months ended March 31, 2015 and $1.3 million and $1.2 million, respectively, for the three months ended March 31, 2014. These results are included in the Company’s International Offshore segment. Perisai Pacific 102 is expected to be delivered by the shipyard by mid-2015.
Information regarding the Company's reportable segments is as follows:
 
Three Months Ended March 31, 2015
 
Three Months Ended March 31, 2014
 
Revenue
 
Income
(Loss)
from
Operations
 
Depreciation
and
Amortization
 
Revenue
 
Income
(Loss)
from
Operations
 
Depreciation
and
Amortization
 
(in thousands)
 
(in thousands)
Domestic Offshore
$
52,875

 
$
3,830

 
$
11,693

 
$
143,265

 
$
51,546

 
$
17,371

International Offshore
51,648

 
(20,852
)
 
20,339

 
80,938

 
14,642

 
16,626

International Liftboats
18,096

 
(351
)
 
4,432

 
32,531

 
5,564

 
5,126

 
$
122,619

 
$
(17,373
)
 
$
36,464

 
$
256,734

 
$
71,752

 
$
39,123

Corporate
—

 
(12,585
)
 
754

 
—

 
(14,080
)
 
960

Total Company
$
122,619

 
$
(29,958
)
 
$
37,218

 
$
256,734

 
$
57,672

 
$
40,083


 
Total Assets
 
March 31,
2015
 
December 31,
2014
 
(in thousands)
Domestic Offshore
$
476,348

 
$
511,804

International Offshore
1,220,813

 
1,228,247

International Liftboats
202,981

 
227,776

Corporate
33,313

 
34,580

Total Company
$
1,933,455

 
$
2,002,407


9.    Commitments and Contingencies
Rig Construction Contract
In May 2014, the Company signed a rig construction contract with Jurong Shipyard Pte Ltd ("JSL") in Singapore to build a High Specification, Harsh Environment rig, Hercules Highlander, which is expected to be delivered in April 2016. The shipyard cost of the rig is estimated at approximately $236 million. Including project management, spares, commissioning and other costs, total delivery cost is estimated at approximately $270 million of which approximately $243 million remains to be spent at March 31, 2015. The total delivery cost estimate excludes any customer specific outfitting that is reimbursable to the Company, costs to mobilize the rig to the first well, as well as capitalized interest. The Company paid $23.6 million, or 10% of

8
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED


the shipyard cost, to JSL in May 2014 with a second 10% payment due in May 2015 and the final 80% of the shipyard payment due upon delivery of the rig.
Legal Proceedings
The Company is involved in various claims and lawsuits in the normal course of business. As of March 31, 2015, management did not believe any accruals were necessary in accordance with FASB ASC 450-20, Contingencies — Loss Contingencies.
Say-on-Pay Litigation
In June 2011, two separate shareholder derivative actions were filed purportedly on the Company’s behalf in response to its failure to receive a majority advisory “say-on-pay” vote in favor of the Company’s 2010 executive compensation. On June 8, 2011, the first action was filed in the District Court of Harris County, Texas, and on June 23, 2011, the second action was filed in the United States Court for the District of Delaware. Subsequently, on July 21, 2011, the plaintiff in the Harris County action filed a concurrent action in the United States District Court for the Southern District of Texas. Each action named the Company as a nominal defendant and certain of its officers and directors, as well as the Company’s Compensation Committee’s consultant, as defendants. Plaintiffs allege that the Company’s directors breached their fiduciary duty by approving excessive executive compensation for 2010, that the Compensation Committee consultant aided and abetted that breach of fiduciary duty, that the officer defendants were unjustly enriched by receiving the allegedly excessive compensation, and that the directors violated the federal securities laws by disseminating a materially false and misleading proxy. The plaintiffs seek damages in an unspecified amount on the Company’s behalf from the officer and director defendants, certain corporate governance actions, and an award of their costs and attorney’s fees. The Company and the other defendants have filed motions to dismiss these cases for failure to make demand upon the Company’s board and for failing to state a claim. On June 11, 2012, the plaintiff in the Harris County action voluntarily dismissed his action. On March 14, 2013, the Company's and the other defendants' motions to dismiss the Delaware federal action were granted. The motions to dismiss the Texas federal action are pending.
The Company does not expect the ultimate outcome of the shareholder derivative lawsuit to have a material adverse effect on its consolidated results of operations, financial position or cash flows.
Hercules 265 Litigation
In January 2015, Cameron International Corporation (“Cameron”), and Axon Pressure Products, Inc. and Axon EP, Inc. (collectively “Axon”) filed third-party complaints against the Company in a subrogation action that Walter Oil & Gas Corporation ("Walter") and its underwriters, together with Walter’s working interest partners, Tana Exploration Company, LLC and Helis Oil & Gas Company, LLC, filed against Cameron and Axon, among others, to recover an undisclosed amount of damages relating to the well control incident at South Timbalier 220 involving the Hercules 265. Cameron and Axon also have filed answers and claims in a limitation of liability action that the Company filed relating to the incident. The Company has tendered defense and indemnity to Walter for the claims asserted by Cameron and Axon, pursuant to the terms of the drilling contract between the Company and Walter. The Company has also tendered defense and demanded indemnity to Axon for the claims asserted by Cameron against the Company, pursuant to a Master Services Agreement between Axon and the Company. Until such time as Walter and/or Axon accept the tender, the Company will vigorously defend the claims.
EPA Notice of Potential Violation of Resource Conservation and Recovery Act
In December 2014, the Company received a notice from the Environmental Protection Agency ("EPA") alleging potential violations of the Resource Conservation and Recovery Act related to hazardous waste generation requirements. The Company has executed a Consent Agreement and Final Order with the EPA and has agreed to pay a penalty of approximately $132,000 to resolve the matter.
The Company and its subsidiaries are involved in a number of other lawsuits, all of which have arisen in the ordinary course of business. The Company does not believe that the ultimate liability, if any, resulting from any such other pending litigation will have a material adverse effect on its business or consolidated financial statements.
The Company cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any other pending litigation. There can be no assurance that the Company’s belief or expectations as to the outcome or effect of any lawsuit or other litigation matter will prove correct, and the eventual outcome of these matters could materially differ from management’s current estimates.

9
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED


Insurance and Indemnity
The Company maintains insurance coverage that includes coverage for physical damage, third-party liability, workers’ compensation and employer’s liability, general liability, vessel pollution and other coverages. Effective May 1, 2014, the Company completed the annual renewal of all of its key insurance policies. The Company’s insurance policies typically consist of twelve-month policy periods, and the next renewal date for its insurance program is scheduled for May 1, 2015.
The Company’s drilling contracts provide for varying levels of indemnification from its customers, including for well control and subsurface risks, and in most cases, may require the Company to indemnify its customers for certain liabilities. Under the Company’s drilling contracts, liability with respect to personnel and property is customarily assigned on a “knock-for-knock” basis, which means that the Company and its customers assume liability for their respective personnel and property, regardless of how the loss or damage to the personnel and property may be caused, and even if the Company is grossly negligent. However, some of the Company's customers have been reluctant to extend their indemnity obligations in instances where the Company is grossly negligent. The Company’s customers typically assume responsibility for and agree to indemnify the Company from any loss or liability resulting from pollution or contamination, including clean-up and removal and third-party damages arising from operations under the contract and originating below the surface of the water, including as a result of blowouts or cratering of the well (“Blowout Liability”). The customer’s assumption for Blowout Liability may, in certain circumstances, be contractually limited or could be determined to be unenforceable in the event of the Company’s gross negligence, willful misconduct or other egregious conduct. In addition, the Company may not be indemnified for statutory penalties and punitive damages relating to such pollution or contamination events. The Company generally indemnifies the customer for the consequences of spills of industrial waste or other liquids originating solely above the surface of the water and emanating from its rigs or vessels.
Control-of-well events generally include an unintended flow from the well that cannot be contained by equipment on site (e.g., a blow-out preventer), by increasing the weight of the drilling fluid, or that does not naturally close itself off through what is typically described as "bridging over". The Company carries a contractor’s extra expense policy with $50.0 million primary liability coverage for well control costs, pollution and expenses incurred to redrill wild or lost wells, with excess liability coverage up to $200.0 million for pollution liability that is covered in the primary policy. The policies are subject to exclusions, limitations, deductibles, self-insured retention and other conditions, including the requirement for Company gross negligence or willful misconduct.
Adequacy of Insurance Coverage
The Company is responsible for the deductible portion of its insurance coverage. Management believes adequate accruals have been made on known and estimated exposures up to the deductible portion of the Company’s insurance coverage. Management believes that claims and liabilities in excess of the amounts accrued are adequately insured. However, the Company’s insurance is subject to exclusions and limitations, and there is no assurance that such coverage will adequately protect the Company against liability from all potential consequences. In addition, there is no assurance of renewal or the ability to obtain coverage acceptable to the Company.
Hercules 265 Incident and Settlement of Property Damage Insurance Claim
In July 2013, the Company's jackup drilling rig Hercules 265, a 250' mat-supported cantilevered unit operating in the U.S. Gulf of Mexico Outer Continental Shelf lease block South Timbalier 220, experienced a well control incident. The rig sustained substantial damage in the incident and the Company's insurance underwriters determined that the rig was a constructive total loss. The cause of the incident is unknown but is under investigation. The Company also has removal of wreck coverage up to a total amount of $110.0 million. During the second quarter of 2014, the Company received gross proceeds of $9.1 million from the insurance underwriters as reimbursement for a portion of the wreck removal and related costs incurred and used $2.0 million to repurchase the Hercules 265 hull from the insurance underwriters. During the first quarter of 2015, the Company received an additional $2.4 million in gross proceeds from the insurance underwriters as reimbursement for a portion of the wreck removal and related costs incurred to date. The Company and its insurance underwriters continue to negotiate the insurance recovery amounts for costs related to the salvage of the rig and certain other insured losses.
Sales and Use Tax Audits
Certain of the Company’s legal entities are under audit by various taxing authorities for several prior-year periods. These audits are ongoing and the Company is working to resolve all relevant issues. The Company has an accrual of $6.0 million and $6.3 million related to these sales and use tax matters, which is included in Accrued Liabilities on the Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014, respectively.

10
HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
UNAUDITED


10.    Accounting Pronouncements
In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, Presentation of Financial Statements and Property, Plant, and Equipment: Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this ASU require that a disposal representing a strategic shift that has (or will have) a major effect on an entity’s operations and financial results should be reported as discontinued operations. The amendments also expand the disclosure requirements for discontinued operations and add new disclosures for disposals of a significant part of an organization that does not qualify as discontinued operations. The amendments in this ASU are effective prospectively for annual periods beginning on or after December 15, 2014, and interim periods within those years. The Company adopted ASU 2014-08 as of January 1, 2015 with no material impact on its consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers which supersedes the revenue recognition requirements in Topic 605, Revenue Recognition, and most industry-specific guidance. This ASU is based on the principle that revenue is recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The ASU also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts. The ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those years, using either a full or a modified retrospective application approach. The Company is in the process of evaluating the impact on its consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. This ASU provides guidance on management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and in certain circumstances to provide related footnote disclosures. The ASU is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.
In April 2015, the FASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The ASU is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years using a retrospective approach, wherein the balance sheet of each individual period presented should be adjusted to reflect the period-specific effects of applying the new guidance. Early adoption is permitted for financial statements that have not been previously issued. The Company does not expect the adoption of this standard to have a material impact on its consolidated financial statements.

11

ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited consolidated financial statements as of March 31, 2015 and for the three months ended March 31, 2015 and March 31, 2014, included elsewhere herein, and with our Annual Report on Form 10-K for the year ended December 31, 2014. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Please read “Forward-Looking Statements” below for a discussion of certain limitations inherent in such statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. Please also read "Risk Factors" in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and Item 1A of Part II of this quarterly report for a discussion of certain risks facing our company.
OVERVIEW
We are a leading provider of shallow-water drilling and marine services to the oil and natural gas exploration and production industry globally. We provide these services to national oil and gas companies, major integrated energy companies and independent oil and natural gas operators. As of April 22, 2015, we operated a fleet of 33 jackup rigs, including one rig under construction, and 24 liftboat vessels. Our diverse fleet is capable of providing services such as oil and gas exploration and development drilling, well service, platform inspection, maintenance and decommissioning operations in several key shallow-water provinces around the world.
Our drilling rigs are used primarily for exploration and development drilling in shallow waters. Under most of our contracts, we are paid a fixed daily rental rate called a “dayrate,” and we are required to pay all costs associated with our own crews as well as the upkeep and insurance of the rig and equipment.
Our liftboats are self-propelled, self-elevating vessels with a large open deck space, which provides a versatile, mobile and stable platform to support a broad range of offshore maintenance and construction services throughout the life of an oil or natural gas well. Under most of our liftboat contracts, we are paid a fixed dayrate for the rental of the vessel, which typically includes the costs of a small crew of five to ten employees, and we also receive a variable rate for reimbursement of other operating costs such as catering, rental equipment and other items.
Drilling Contract Award and Rig Construction Contract
In May 2014, we signed a five-year drilling contract with Maersk Oil North Sea UK Limited ("Maersk") for a newbuild jackup rig, Hercules Highlander, we will own and operate. Contract commencement is expected in mid-2016. In support of the drilling contract, in May 2014, we signed a rig construction contract with Jurong Shipyard Pte Ltd ("JSL") in Singapore. This High Specification, Harsh Environment newbuild rig is based on the Friede & Goldman JU-2000E design, with a 400 foot water depth rating and enhancements that will provide for greater load-bearing capabilities and operational flexibility. The shipyard cost of the rig is estimated at approximately $236 million. Including project management, spares, commissioning and other costs, total delivery cost is estimated at approximately $270 million, of which approximately $243 million remains to be spent at March 31, 2015. The total delivery cost estimate excludes any customer specific outfitting that is reimbursable to us, costs to mobilize the rig to the first well, as well as capitalized interest. We paid $23.6 million, or 10% of the shipyard cost, to JSL in May 2014 with a second 10% payment due in May 2015 and the final 80% of the shipyard payment due upon delivery of the rig, which is expected to be in April 2016.
Perisai Management Contract
In November 2013, we entered into an agreement with Perisai Drilling Sdn Bhd ("Perisai") whereby we agreed to market, manage and operate two Pacific Class 400 design new-build jackup drilling rigs, Perisai Pacific 101 and Perisai Pacific 102 ("Perisai Agreement"). Pursuant to the terms of the agreement, Hercules is reimbursed for all operating expenses and Perisai pays for all capital expenditures. We receive a daily management fee for the rig and a daily operational fee equal to 12% of the rig-based EBITDA, as defined in the Perisai Agreement. In August 2014, Perisai Pacific 101 commenced work on a three-year drilling contract in Malaysia. Specific to the Perisai Agreement, we recognized revenue and operating expenses of $4.2 million and $2.6 million, respectively, for the three months ended March 31, 2015 and $1.3 million and $1.2 million, respectively, for the three months ended March 31, 2014. These results are included in our International Offshore segment. Perisai Pacific 102 is expected to be delivered by the shipyard by mid-2015.
Drilling Contract Termination
On February 25, 2015, we received a notice from Saudi Aramco terminating for convenience our drilling contract for the Hercules 261, effective on or about March 27, 2015. We received a subsequent notice from Saudi Aramco extending the effective date of termination to April 30, 2015. We are in the process of seeking a basis for continuing the Hercules 261 contract. There will be no termination fee payable to us under the contract as a result of such termination.

12

Contract Backlog
Our backlog at April 22, 2015, totaled approximately $809.5 million for our executed contracts, including the Maersk contract for the newbuild jackup rig, Hercules Highlander, and excluding revenue attributable to the Hercules 261 contract cancellation. Approximately $114.8 million of this estimated backlog is expected to be realized during the remainder of 2015. Contract backlog as of April 22, 2015 excludes $220.1 million, of which $33.4 million is related to 2015, attributable to the Hercules 261 contract cancellation. We calculate our estimated contract revenue backlog, or future contracted revenue, as the contract dayrate multiplied by the number of days remaining on the contract, assuming full utilization, less any penalties or reductions in dayrate for late delivery or non-compliance with contractual obligations. Backlog excludes revenue for management agreements, mobilization, demobilization, contract preparation and customer reimbursables. The amount of actual revenue earned and the actual periods during which revenue is earned will be different than the backlog disclosed or expected due to various factors. Downtime due to various operational factors, including unscheduled repairs, maintenance, operational delays, health, safety and environmental incidents, weather events in the Gulf of Mexico and elsewhere and other factors (some of which are beyond our control), may result in lower dayrates than the full contractual operating dayrate. In some of the contracts, our customer has the right to terminate the contract without penalty and in certain instances, with little or no notice.
Regulation
In the aftermath of the Macondo well blowout incident in April 2010, the Bureau of Safety and Environmental Enforcement and the Bureau of Ocean Energy Management have proposed and implemented regulations and requirements that add safety measures, increase permit scrutiny and add other requirements and policies such as contractor sanctions that could materially increase the cost of offshore drilling in the U.S. Gulf of Mexico. Restrictions on oil and gas development and production activities in the U.S. Gulf of Mexico, and the promulgation of Notices to Lessees have impacted and may continue to impact our operations. In addition, the federal government has considered legislation that could impose additional equipment and safety requirements on operators and drilling contractors in the U.S. Gulf of Mexico as well as regulations relating to the protection of the environment, all of which could materially adversely affect our financial condition and results of operations.


13

RESULTS OF OPERATIONS
The following table sets forth financial information by operating segment and other selected information for the periods indicated:
 
Three Months Ended March 31,
 
 
 
 
 
2015
 
2014
 
Change
 
% Change
 
(Dollars in thousands)
Domestic Offshore:
 
 
 
 
 
 
 
Number of rigs (as of end of period)
24

 
28

 
 
 
 
Revenue
$
52,875

 
$
143,265

 
$
(90,390
)
 
(63.1
)%
Operating expenses
35,966

 
72,800

 
(36,834
)
 
(50.6
)%
Depreciation and amortization expense
11,693

 
17,371

 
(5,678
)
 
(32.7
)%
General and administrative expenses
1,386

 
1,548

 
(162
)
 
(10.5
)%
Operating income
$
3,830

 
$
51,546

 
$
(47,716
)
 
(92.6
)%
International Offshore:
 
 
 
 
 
 
 
Number of rigs (as of end of period)
9

 
10

 
 
 
 
Revenue
$
51,648

 
$
80,938

 
$
(29,290
)
 
(36.2
)%
Operating expenses
50,167

 
47,538

 
2,629

 
5.5
 %
Depreciation and amortization expense
20,339

 
16,626

 
3,713

 
22.3
 %
General and administrative expenses
1,994

 
2,132

 
(138
)
 
(6.5
)%
Operating income (loss)
$
(20,852
)
 
$
14,642

 
$
(35,494
)
 
n/m

International Liftboats:
 
 
 
 
 
 
 
Number of liftboats (as of end of period)
24

 
24

 
 
 
 
Revenue
$
18,096

 
$
32,531

 
$
(14,435
)
 
(44.4
)%
Operating expenses
13,466

 
20,414

 
(6,948
)
 
(34.0
)%
Depreciation and amortization expense
4,432

 
5,126

 
(694
)
 
(13.5
)%
General and administrative expenses
549

 
1,427

 
(878
)
 
(61.5
)%
Operating income (loss)
$
(351
)
 
$
5,564

 
$
(5,915
)
 
n/m

Total Company:
 
 
 
 
 
 
 
Revenue
$
122,619

 
$
256,734

 
$
(134,115
)
 
(52.2
)%
Operating expenses
99,599

 
140,752

 
(41,153
)
 
(29.2
)%
Depreciation and amortization expense
37,218

 
40,083

 
(2,865
)
 
(7.1
)%
General and administrative expenses
15,760

 
18,227

 
(2,467
)
 
(13.5
)%
Operating income (loss)
(29,958
)
 
57,672

 
(87,630
)
 
n/m

Interest expense
(24,960
)
 
(22,901
)
 
(2,059
)
 
9.0
 %
Loss on extinguishment of debt
—

 
(15,158
)
 
15,158

 
n/m

Other, net
420

 
150

 
270

 
180.0
 %
Income (loss) before income taxes
(54,498
)
 
19,763

 
(74,261
)
 
n/m

Income tax benefit (provision)
(2,617
)
 
153

 
(2,770
)
 
n/m

Net income (loss)
$
(57,115
)
 
$
19,916

 
$
(77,031
)
 
n/m

_____________________________
"n/m" means not meaningful.

14

The following table sets forth selected operational data by operating segment for the periods indicated:
 
Three Months Ended March 31, 2015
 
Operating
Days
 
Available
Days
 
Utilization(1)
 
Average
Revenue
per Day(2)
 
Average
Operating
Expense
per Day(3)
Domestic Offshore
533

 
887

 
60.1
%
 
$
99,203

 
$
40,548

International Offshore
345

 
720

 
47.9
%
 
149,704

 
69,676

International Liftboats
788

 
2,070

 
38.1
%
 
22,964

 
6,505

 
 
 
 
 
 
 
 
 
 
 
Three Months Ended March 31, 2014
 
Operating
Days
 
Available
Days
 
Utilization(1)
 
Average
Revenue
per Day(2)
 
Average
Operating
Expense
per Day(3)
Domestic Offshore
1,344

 
1,620

 
83.0
%
 
$
106,596

 
$
44,938

International Offshore
595

 
675

 
88.1
%
 
136,030

 
70,427

International Liftboats
1,199

 
2,070

 
57.9
%
 
27,132

 
9,862

  _____________________________
(1)
Utilization is defined as the total number of days our rigs or liftboats, as applicable, were under contract, known as operating days, in the period as a percentage of the total number of available days in the period. Days during which our rigs and liftboats were undergoing major refurbishments, upgrades or construction, and days during which our rigs and liftboats are cold stacked, are not counted as available days. Days during which our liftboats are in the shipyard undergoing drydocking or inspection are considered available days for the purposes of calculating utilization.
(2)
Average revenue per rig or liftboat per day is defined as revenue earned by our rigs or liftboats, as applicable, in the period divided by the total number of operating days for our rigs or liftboats, as applicable, in the period.
(3)
Average operating expense per rig or liftboat per day is defined as operating expenses, excluding depreciation and amortization, incurred by our rigs or liftboats, as applicable, in the period divided by the total number of available days in the period. We use available days to calculate average operating expense per rig or liftboat per day rather than operating days, which are used to calculate average revenue per rig or liftboat per day, because we incur operating expenses on our rigs and liftboats even when they are not under contract and earning a dayrate.
For the Three Months Ended March 31, 2015 and 2014
Revenue
Consolidated. The decrease in consolidated revenue is described below.
Domestic Offshore. Revenue decreased for our Domestic Offshore segment primarily as a result of a decline in operating days due to lower demand in the Current Period as compared to the Comparable Period, which contributed to a decrease of approximately $80 million. Additionally, our Domestic Offshore segment realized lower average dayrates in the Current Period as compared to the Comparable Period, which contributed to a decrease in revenue of approximately $10 million.
International Offshore. Revenue for our International Offshore segment decreased due to the following:
•
$21.3 million decrease from Hercules Triumph due to the rig being in the shipyard during the Current Period preparing for North Sea operations;
•
$5.7 million decrease from Hercules Resilience due to the rig being ready stacked during the Current Period;
•
$10.0 million decrease from Hercules 260 due to the rig being in the shipyard in the Current Period preparing for a contract; partially offset by
•
$5.4 million increase from Hercules 208 primarily due to $4.5 million of demobilization revenue in the Current Period and higher utilization in the Current Period as compared to the Comparable Period.
International Liftboats. The decrease in revenue from our International Liftboats segment resulted primarily from lower utilization and average dayrates, contributing to a decrease in revenue of approximately $9 million and $5 million, respectively. Continued lower activity in Nigeria as well as shipyard work on multiple vessels in both West Africa and the Middle East contributed to the decrease in utilization in the Current Period as compared to the Comparable Period. Lower average dayrates in the Current Period as compared to the Comparable Period are primarily due to a shift in the mix towards the smaller class vessels while the larger class vessels were in the shipyard.

15

Operating Expenses
Consolidated. The decrease in consolidated operating expenses is described below.
Domestic Offshore. The decrease in operating expenses for our Domestic Offshore segment is primarily due to the following:
•
$16.2 million decrease in labor costs in the Current Period as compared to the Comparable Period;
•
$7.9 million decrease to repairs and maintenance expenses in the Current Period as compared to the Comparable Period;
•
$2.7 million decrease to state sales and use taxes in the Current Period as compared to the Comparable Period;
•
$2.4 million decrease to workers' compensation expense in the Current Period as compared to the Comparable Period; and
•
$1.9 million decrease to catering costs in the Current Period as compared to the Comparable Period.
International Offshore. The increase in operating expenses for our International Offshore segment is largely due to the Hercules 260 being in the shipyard preparing for a contract in the Current Period as well as mobilization costs in the Current Period for the Hercules 208 mobilization to Malaysia.
International Liftboats. The decrease in operating expenses for our International Liftboats segment is primarily due to a $2.9 million reduction in labor costs in the Current Period as compared to the Comparable Period. Additionally, equipment rental expenses, catering expenses and contract labor costs decreased by $0.9 million, $0.6 million and $0.6 million, respectively.
Depreciation and Amortization
The decrease in depreciation and amortization is largely due to the rigs impaired in 2014, contributing a $7.3 million decrease in the Current Period as compared to the Comparable Period. This decrease is partially offset by additional depreciation for the Hercules Resilience and other capital projects, which contributed to increases of $1.8 million and $4.1 million, respectively.
General and Administrative
The decrease in general and administrative expenses is primarily related to a $1.1 million decrease to labor costs, primarily on Corporate, and a $0.7 million decrease to travel expenses in the Current Period as compared to the Comparable Period.
Interest Expense
The increase in interest expense for the Current Period is primarily due to a reduction in interest capitalization of $2.1 million in the Current Period as compared to the Comparable Period. The Comparable Period included interest capitalization on the Hercules Resilience project which was completed in February 2014, while the Current Period includes interest capitalization on the Hercules Highlander new build project and the Hercules Triumph project to prepare for North Sea operations.
Loss on Extinguishment of Debt
During the Comparable Period, we redeemed $220.1 million aggregate principal amount of our 7.125% Senior Secured Notes and expensed $12.6 million for the call premium and wrote off $1.4 million in unamortized debt issuance costs associated with these notes. In addition, we expensed $1.1 million in bank fees related to the issuance of the 6.75% Senior Notes.
Income Tax Benefit (Provision)
During the Current Period we generated an income tax provision of $2.6 million compared to an income tax benefit of $0.2 million in the Comparable Period. The change is primarily related to a $4.8 million tax benefit recorded in the Comparable Period related to an expiration of the statute of limitations of an unrecognized tax benefit, partially offset by the tax effect of the mix of earnings (losses) from different jurisdictions and the impact of discrete items.
Non-GAAP Financial Measures
Regulation G, General Rules Regarding Disclosure of Non-GAAP Financial Measures and other Securities and Exchange Commission ("SEC") regulations define and prescribe the conditions for use of certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) financial measures. We use various Non-GAAP financial measures such as adjusted operating income, adjusted net income (loss), adjusted diluted earnings (loss) per share, EBITDA and Adjusted EBITDA. EBITDA is defined as net income plus interest expense, income taxes, depreciation and amortization. We believe that in addition to GAAP

16

based financial information, Non-GAAP amounts are meaningful disclosures for the following reasons: i) each are components of the measures used by our board of directors and management team to evaluate and analyze our operating performance and historical trends, ii) each are components of the measures used by our management team to make day-to-day operating decisions, iii) under certain scenarios the Credit Agreement requires us to maintain compliance with a maximum secured leverage ratio, which contains Non-GAAP adjustments as components, iv) each are components of the measures used by our management to facilitate internal comparisons to competitors’ results and the shallow-water drilling and marine services industry in general, v) results excluding certain costs and expenses provide useful information for the understanding of the ongoing operations without the impact of significant special items, and vi) the payment of certain bonuses to members of our management is contingent upon, among other things, the satisfaction by the Company of financial targets, which may contain Non-GAAP measures as components. We acknowledge that there are limitations when using Non-GAAP measures. The measures below are not recognized terms under GAAP and do not purport to be an alternative to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. EBITDA and Adjusted EBITDA are not intended to be a measure of free cash flow for management’s discretionary use, as it does not consider certain cash requirements such as tax payments and debt service requirements. Because all companies do not use identical calculations, the amounts below may not be comparable to other similarly titled measures of other companies.
The following tables present a reconciliation of the GAAP financial measures to the corresponding adjusted financial measures (in thousands, except per share amounts):
 
Three Months Ended March 31,
 
2015
 
2014
Net Income (Loss)
$
(57,115
)
 
$
19,916

Adjustments:
 
 
 
Loss on extinguishment of debt
—

 
15,158

Total adjustments
—

 
15,158

Adjusted Net Income (Loss)
$
(57,115
)
 
$
35,074

Diluted Earnings (Loss) per Share
$
(0.35
)
 
$
0.12

Adjustments:
 
 
 
Loss on extinguishment of debt
—

 
0.10

Total adjustments
—

 
0.10

Adjusted Diluted Earnings (Loss) per Share
$
(0.35
)
 
$
0.22

Net Income (Loss)
$
(57,115
)
 
$
19,916

Interest expense
24,960

 
22,901

Income tax provision (benefit)
2,617

 
(153
)
Depreciation and amortization
37,218

 
40,083

EBITDA
7,680

 
82,747

Adjustments:
 
 
 
Loss on extinguishment of debt
—

 
15,158

Total adjustments
—

 
15,158

Adjusted EBITDA
$
7,680

 
$
97,905

CRITICAL ACCOUNTING POLICIES
We believe that our more critical accounting policies include those related to property and equipment, revenue recognition, income taxes, stock-based compensation and accrued self-insurance reserves. Inherent in such policies are certain key assumptions and estimates. For additional information regarding our critical accounting policies, please read “Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014.
OUTLOOK
Offshore
Demand for our oilfield services is driven by our exploration and production ("E&P") customers' capital spending, which can experience significant fluctuations depending on current commodity prices and their expectations of future price levels, among other factors.
Drilling activity levels in the shallow-water U.S. Gulf of Mexico are dependent on crude oil and natural gas prices,

17

prospectivity of hydrocarbons, capital budgets of our customers as well as their ability to obtain necessary drilling permits to operate in the region. Most of our domestic offshore customers are largely focused on drilling activities that contain high concentrations of crude oil and condensates, primarily due to the disparity between the price of crude oil and natural gas. Despite the decline in the price of crude oil since mid-2014, we still expect this condition to continue as long as such pricing disparity persists.
The supply of marketed jackup rigs in the U.S. Gulf of Mexico has declined significantly since 2008, driven by events such as the financial crisis that began in late 2008, the imposition of new regulations after the Macondo incident in 2010, the consolidation of domestic customers that began in 2013 and continued in 2014, and the sharp decline in crude oil prices since mid-2014. Such events have led drilling contractors to cold stack, or no longer actively market, a number of rigs in the region. In other instances, rigs have been sold for conversion purposes, scrapped, or mobilized out of the U.S. Gulf of Mexico. As a result, the number of existing, actively marketed jackup rigs in the U.S. Gulf of Mexico, has declined from approximately 63 rigs in late 2008 to 21 rigs as of April 23, 2015, excluding rigs scheduled to depart the region. From time to time, jackup rigs have mobilized back to the U.S. Gulf of Mexico. There are several older jackup rigs that are currently working in Mexico for PEMEX that will have contract expirations before year end 2015. It is uncertain whether PEMEX will re-contract these rigs, and if not, to where these rigs will migrate.
The fall in the price of crude oil, coupled with the consolidation of the domestic customer base, have negatively impacted demand for jackup rigs in the U.S. Gulf of Mexico. Jackup rig demand in the region, as defined by rigs under contract, has fallen from 31 rigs on July 21, 2014 to 13 rigs on April 23, 2015. We expect the overall environment for rig demand to remain relatively soft through 2015, assuming commodity prices remain at or near current levels throughout the year. Given these market conditions, we have executed a number of cost saving measures, including our decision to cold stack five domestic rigs during the first quarter of 2015, which is in addition to the four rigs cold stacked during the fourth quarter of 2014. We currently believe that this is an appropriate step to reduce costs, better balance the market and support utilization on our marketed rigs. However, should we see indicators of stronger demand, we will have capacity ready to respond timely to these signals.
Demand for rigs in our International Offshore segment is primarily dependent on crude oil prices. Due to the sharp drop in crude oil prices, we expect international capital spending budgets for 2015 to trend lower. This will have negative implications for jackup demand for all classes of rigs. In addition, new capacity growth expected over the next three years could put further pressure on the operating environment for the existing jackup rig fleet. As of April 23, 2015, there are approximately 127 jackup rigs under construction, on order and planned for delivery through 2018.
Liftboats
Demand for liftboats is typically a function of our customers' demand for offshore infrastructure construction, inspection and maintenance, well maintenance, well plugging and abandonment, and other related activities. Although activity levels for liftboats are not as closely correlated to commodity prices as our drilling segments, commodity prices are still a key driver of liftboat demand. Since early 2014, demand for liftboat services in West Africa has been volatile. We believe this has been driven by budgetary constraints with major customers primarily in Nigeria. We expect continued low utilization at least through mid-year 2015. Although we currently do not expect additional vessels to mobilize into the region, if such mobilization were to occur, that could potentially impact the utilization and pricing for our liftboat fleet. Utilization can and has been negatively impacted by local labor disputes, regional conflicts and other political events, particularly in West Africa. In the Middle East, we expect demand for liftboats to be a function of construction and well servicing activity levels.
Over the long term, we believe that international liftboat demand will benefit from (i) the aging offshore infrastructure and maturing offshore basins, (ii) desire by our customers to economically produce from these mature basins and service their infrastructure and (iii) the cost advantages of liftboats to perform these services relative to alternatives. Tempering this demand outlook is (i) the risk of a prolonged period of low oil prices impacting production-related activity, (ii) our expectation of increased competition from newly constructed liftboats and mobilizations of existing liftboats primarily from the U.S. Gulf of Mexico to international markets, (iii) the risk of recurring political, social and union unrest, principally in West Africa and (iv) increased pressure to have local ownership of assets, principally in Nigeria.


18

LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Cash
Sources and uses of cash for the three months ended March 31, 2015 are as follows (in millions):
Net Cash Provided by Operating Activities
$
36.6

Net Cash Provided by (Used in) Investing Activities:
 
Capital Expenditures
(30.7
)
Insurance Proceeds Received
2.4

Proceeds from Sale of Assets, Net
1.9

Total
(26.4
)
Net Cash Provided by (Used in) Financing Activities:
—

Net Increase in Cash and Cash Equivalents
$
10.2

Sources of Liquidity and Financing Arrangements
Our liquidity is comprised of cash on hand, cash from operations and availability under our revolving credit facility. We also maintain a shelf registration statement covering the future issuance from time to time of various types of securities, including debt and equity securities. If we issue any debt securities off the shelf or otherwise incur debt, in certain instances we would be required to allocate the proceeds of such debt to repay or refinance existing debt. We currently believe we will have adequate liquidity to fund our operations. However, to the extent we do not generate sufficient cash from operations, we may need to raise additional funds through debt, equity offerings, other financing or restructuring alternatives, or the sale of assets. Furthermore, we may need to raise additional funds through debt or equity offerings or asset sales to refinance existing debt, to fund capital expenditures or for general corporate purposes.
Cash Requirements and Contractual Obligations
Our current debt structure is used to fund our business operations.
Senior Secured Credit Agreement
On April 3, 2012, we entered into a credit agreement which as amended on July 8, 2013 (the “Credit Agreement”) governs our senior secured revolving credit facility (the “Credit Facility”). The Credit Agreement provides for a $150.0 million senior secured revolving credit facility. As of March 31, 2015, no amounts were outstanding and $7.0 million in letters of credit had been issued under the Credit Facility, therefore, the remaining availability under this facility was $143.0 million. During any period of time that outstanding letters of credit under the Credit Facility exceed $10 million or there are any revolving borrowings outstanding under the Credit Facility, we will have to maintain compliance with a maximum secured leverage ratio (as defined in the Credit Agreement, being generally computed as the ratio of secured indebtedness to consolidated cash flow). The maximum secured leverage ratio is 3.50 to 1.00. As of March 31, 2015, we were in compliance with all covenants under our revolving credit facility.
Our obligations under the Credit Agreement are guaranteed by substantially all of our current domestic subsidiaries (collectively, the “Guarantors”), and the obligations of the Company and the Guarantors are secured by liens on substantially all of the vessels owned by the Company and the Guarantors, together with certain accounts receivable, equity of subsidiaries, equipment and other assets.
Insurance and Indemnity
Our drilling contracts provide for varying levels of indemnification from our customers, including for well control and subsurface risks, and in most cases, may require us to indemnify our customers for certain liabilities. Under our drilling contracts, liability with respect to personnel and property is customarily assigned on a “knock-for-knock” basis, which means that we and our customers assume liability for our respective personnel and property, regardless of how the loss or damage to the personnel and property may be caused, and even if we are grossly negligent. However, some of our customers have been reluctant to extend their indemnity obligations in instances where we are grossly negligent. Our customers typically assume responsibility for and agree to indemnify us from any loss or liability resulting from pollution or contamination, including clean-up and removal and third-party damages arising from operations under the contract and originating below the surface of the water, including as a result of blowouts or cratering of the well (“Blowout Liability”). The customer’s assumption for Blowout Liability may, in certain circumstances, be contractually limited or could be determined to be unenforceable in the event of our gross negligence, willful misconduct or other egregious conduct. In addition, we may not be indemnified for statutory penalties and punitive damages relating to such pollution or contamination events. We generally indemnify the

19

customer for the consequences of spills of industrial waste or other liquids originating solely above the surface of the water and emanating from our rigs or vessels.
We maintain insurance coverage that includes coverage for physical damage, third-party liability, workers’ compensation and employer’s liability, general liability, vessel pollution and other coverages. Effective May 1, 2014, we completed the annual renewal of all of our key insurance policies. Our insurance policies typically consist of twelve-month policy periods, and the next renewal date for our insurance program is scheduled for May 1, 2015.
Primary Marine Package Coverage
Our primary marine package provides for hull and machinery coverage for substantially all of our rigs (excluding Hercules Triumph and Hercules Resilience which are covered under separate policies, discussed below) and liftboats up to a scheduled value of each asset. The marine package includes protection and indemnity and maritime employer’s liability coverage for marine crew personal injury and death and certain operational liabilities. The major coverages of this package include the following:
Events of Coverage
 
Coverage Amounts and Deductibles
- Total maximum amount of hull and machinery coverage;
 
- $1.6 billion;
- Deductible for events that are not caused by a U.S. Gulf of Mexico named windstorm;
 
- $5.0 million and $1.0 million per occurrence for drilling rigs and liftboats, respectively;
- Deductible for events that are caused by a U.S. Gulf of Mexico named windstorm;
 
- $25.0 million;
- Maritime employer liability (crew liability);
 
- $5.0 million self-insured retention with excess liability coverage up to $200.0 million;
- Personal injury and death of third parties;
 
- Primary and excess coverage of $25.0 million per occurrence with additional excess liability coverage up to $200.0 million, subject to a $250,000 per occurrence deductible;
- Limitations for coverage for losses caused in U.S. Gulf of Mexico named windstorms; and
 
- Annual aggregate limit of liability of $75.0 million for property damage and liability coverage, including removal of wreck liability coverage; and
- Vessel pollution emanating from our vessels and drilling rigs.
 
- Primary limits of $5.0 million up to $17.1 million per occurrence and excess liability coverage up to $200.0 million.
Control-of-well events generally include an unintended flow from the well that cannot be contained by equipment on site (e.g., a blow-out preventer), by increasing the weight of the drilling fluid, or that does not naturally close itself off through what is typically described as "bridging over". We carry a contractor’s extra expense policy with $50.0 million primary liability coverage for well control costs, pollution and expenses incurred to redrill wild or lost wells, with excess liability coverage up to $200.0 million for pollution liability that is covered in the primary policy. The policies are subject to exclusions, limitations, deductibles, self-insured retention and other conditions, including the requirement for Company gross negligence or willful misconduct.
Hercules Triumph and Hercules Resilience Marine Package Coverage
We have separate primary marine packages for Hercules Triumph and Hercules Resilience that each provides the following:
Events of Coverage
 
Coverage Amounts and Deductibles
- Total maximum amount of hull and machinery coverage;
 
- $250.0 million per rig;
- Deductible
 
- $2.5 million per occurrence per rig;
- Extended contractual liability, including subsea activities, property and personnel, clean-up costs (primary coverage);
 
- $25.0 million per occurrence;
- Pollution-by-blowout coverage (primary coverage); and
 
-$10.0 million per occurrence; and
- Operational protection and indemnity coverage and excess coverage.
 
- $500.0 million per rig, subject to a $50,000 per occurrence deductible for claims originating outside the U.S. and a $250,000 per occurrence deductible for claims originating in the U.S.

20

Adequacy of Insurance Coverage
We are responsible for the deductible portion of our insurance coverage. Management believes adequate accruals have been made on known and estimated exposures up to the deductible portion of our insurance coverage. Management believes that claims and liabilities in excess of the amounts accrued are adequately insured. However, our insurance is subject to exclusions and limitations, and there is no assurance that such coverage will adequately protect us against liability from all potential consequences. In addition, there is no assurance of renewal or the ability to obtain coverage acceptable to us.
Hercules 265 Incident and Settlement of Property Damage Insurance Claim
In July 2013, our jackup drilling rig Hercules 265, a 250' mat-supported cantilevered unit operating in the U.S. Gulf of Mexico Outer Continental Shelf lease block South Timbalier 220, experienced a well control incident. The rig sustained substantial damage in the incident and our insurance underwriters determined that the rig was a constructive total loss. The cause of the incident is unknown but is under investigation. We also have removal of wreck coverage up to a total amount of $110.0 million. During the second quarter of 2014, we received gross proceeds of $9.1 million from the insurance underwriters as reimbursement for a portion of the wreck removal and related costs incurred, and used $2.0 million to repurchase the Hercules 265 hull from the insurance underwriters. During the first quarter of 2015, we received an additional $2.4 million in gross proceeds from the insurance underwriters as reimbursement for a portion of the wreck removal and related costs incurred to date. We and our insurance underwriters continue to negotiate the insurance recovery amounts for costs related to the salvage of the rig and certain other insured losses.
Capital Expenditures
We currently expect total capital expenditures during the remainder of 2015 to approximate between $90 and $100 million. Planned capital expenditures include items related to general maintenance, regulatory, refurbishment, upgrades and contract specific modifications to our rigs and liftboats. Changes in timing of certain planned capital expenditure projects may result in a shift of spending levels beyond 2015.
From time to time, we may review possible acquisitions of rigs, liftboats or businesses, joint ventures, mergers or other business combinations, and we may have outstanding from time to time bids to acquire certain assets from other companies. If we acquire additional assets, we would expect that our ongoing capital expenditures as a whole would increase in order to maintain our equipment in a competitive condition.
Our ability to fund capital expenditures would be adversely affected if conditions deteriorate further in our business.
Contractual Obligations
Our contractual obligations and commitments principally include obligations associated with our outstanding indebtedness, certain income tax liabilities, bank guarantees, letters of credit, future minimum operating lease obligations, purchase commitments and management compensation obligations. During the first three months of 2015, there were no material changes outside the ordinary course of business in the specified contractual obligations.
For additional information about our contractual obligations as of December 31, 2014, see "Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Contractual Obligations" in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2014.
Accounting Pronouncements
See Note 10 to our condensed consolidated financial statements included elsewhere in this report.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended ("the Securities Act"), and Section 21E of the Exchange Act that are applicable to us and our business. All statements, other than statements of historical fact, included in this quarterly report, including statements that address outlook, activities, events or developments that we intend, contemplate, estimate, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These include such matters as:
•
our high levels of indebtedness, debt service, covenant compliance and access to capital under current market conditions;
•
our ability to enter into new contracts for our rigs and liftboats, including the Hercules Triumph and Hercules Resilience, and future utilization rates and dayrates for the units;
•
our ability to maintain our contracts on current terms, to renew or extend our contracts, or enter into new contracts, when such contracts expire;
•
demand for our rigs and our liftboats;

21

•
activity levels of our customers and their expectations of future energy prices and ability to obtain drilling permits in an efficient manner or at all;
•
sufficiency and availability of funds for required capital expenditures, working capital and debt service;
•
our ability to close the sale and purchase of assets on time;
•
expected completion times for our repair, refurbishment and upgrade projects;
•
our ability to complete our shipyard projects incident free;
•
our ability to complete our shipyard projects on time to avoid cost overruns and contract penalties;
•
our ability to effectively reactivate rigs that we have stacked;
•
the timing and cost of shipyard projects and refurbishments and the return of idle rigs to work;
•
our plans to increase international operations;
•
expected useful lives of our rigs and liftboats;
•
future capital expenditures and refurbishment, reactivation, transportation, repair and upgrade costs;
•
liabilities and restrictions under applicable laws of the jurisdictions in which we operate and regulations protecting the environment;
•
expected outcomes of litigation, investigations, claims, disputes and tax audits and their expected effects on our financial condition and results of operations;
•
the existence of insurance coverage and the extent of recovery from our insurance underwriters for claims made under our insurance policies; and
•
expectations regarding offshore drilling and liftboat activity and dayrates, market conditions, demand for our rigs and liftboats, operating revenue, operating and maintenance expense, insurance coverage, insurance expense and deductibles, interest expense, debt levels and other matters with regard to outlook and future earnings.
We have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. Forward-looking statements by their nature involve substantial risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such statements. Although it is not possible to identify all factors, we continue to face many risks and uncertainties. Among the factors that could cause actual future results to differ materially are the risks and uncertainties described under “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and Item 1A of Part II of this quarterly report and the following:
•
oil and natural gas prices and industry expectations about future prices;
•
levels of oil and gas exploration and production spending;
•
demand for and supply of offshore drilling rigs and liftboats;
•
our ability to enter into and the terms of future contracts;
•
compliance by our customers with the terms of our contracts, including the dayrate and payment obligations;
•
the adequacy and costs of sources of credit and liquidity;
•
our ability to collect receivables due from our customers;
•
the worldwide military and political environment, uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East, North Africa, West Africa, Asia, Eastern Europe and other significant oil and natural gas producing regions or acts of terrorism or piracy;
•
the ability of our customers in the U.S. Gulf of Mexico to obtain drilling permits in an efficient manner or at all;
•
the impact of governmental laws and regulations, including laws and regulations in the U.S. Gulf of Mexico following the Macondo well incident;
•
our ability to obtain in a timely manner visas and work permits for our employees working in international jurisdictions;
•
the impact of local content and cabotage laws and regulations in international jurisdictions in which we operate, particularly Nigeria;
•
the impact of tax laws, regulations, interpretations and audits in jurisdictions where we conduct business;
•
uncertainties relating to the level of activity in offshore oil and natural gas exploration, development and production;
•
competition and market conditions in the contract drilling and liftboat industries;
•
the availability of skilled personnel and the rising cost of labor;
•
labor relations and work stoppages, particularly in the Nigerian labor environment;

22

•
operating hazards such as hurricanes, severe weather and seas, fires, cratering, blowouts and other well control incidents, war, terrorism and cancellation or unavailability of insurance coverage or insufficient insurance coverage;
•
the impact of public health outbreaks;
•
the enforceability and interpretations of indemnity and liability provisions contained in our drilling contracts, particularly in the U.S. Gulf of Mexico;
•
the effect of litigation, investigations, audits and contingencies; and
•
our inability to achieve our plans or carry out our strategy.
Many of these factors are beyond our ability to control or predict. Any of these factors, or a combination of these factors, could materially affect our future financial condition or results of operations and the ultimate accuracy of the forward-looking statements. These forward-looking statements are not guarantees of our future performance, and our actual results and future developments may differ materially from those projected in the forward-looking statements. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. In addition, each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements except as required by applicable law.
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We believe our exposure to market risk has not changed materially from that disclosed in our Annual Report on Form 10-K for the year ended December 31, 2014. For quantitative and qualitative disclosures about market risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk", of such report.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our chief executive officer and chief financial officer evaluated whether our disclosure controls and procedures as of the end of the period covered by this report were designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is (1) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Based on their evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to achieve the foregoing objectives as of the end of the period covered by this report.
There were no changes in our internal control over financial reporting that occurred during the most recent fiscal quarter 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
The information set forth under the caption "Legal Proceedings" in Note 9 of the Notes to the Unaudited Consolidated Financial Statements in Item 1 of Part 1 of this report is incorporated by reference in response to this item.
ITEM 1A.
RISK FACTORS
Except for the additional disclosures set forth below, for additional information about our risk factors, see Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014.
We may not be able to regain compliance with the continued listing requirements of The NASDAQ Global Select Market.
 On March 25, 2015, we received a letter from The NASDAQ Stock Market (“Nasdaq”) notifying us that, for 30 consecutive business days, the bid price for the Company’s common stock was below the minimum $1.00 per share requirement for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). We have 180 days, or until September 21, 2015, to regain compliance with the minimum bid price requirement. To regain compliance, the minimum bid price of our common stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days during the 180-day grace period as determined by Nasdaq staff. In the event we receive notice that our common stock is being delisted, Nasdaq rules permit us to

23

appeal any delisting determination by the Nasdaq staff to a hearings panel. We actively monitor the price of our common stock and will consider all available options to regain compliance with the continued listing standards.
However, if we fail to regain compliance with the minimum bid price listing requirement or fail to maintain compliance with all other applicable continued listing requirements and Nasdaq determines to delist our common stock, the delisting could adversely impact us by, among other things, reducing the liquidity and market price of our common stock; reducing the number of investors willing to hold or acquire our common stock; limiting our ability to issue additional securities in the future; and limiting our ability to fund our operations.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth for the periods indicated certain information with respect to our purchases of our common stock:
 
Period
Total
Number of
Shares
Purchased (1)
 
Average
Price Paid
per Share
 
Total
Number of
Shares
Purchased
as Part of a
Publicly
Announced
Plan (2)
 
Maximum
Number of
Shares That
May Yet Be
Purchased
Under the Plan (2)
January 1-31, 2015
502

 
$
0.96

 
N/A
 
N/A
February 1-28, 2015
101,537

 
0.89

 
N/A
 
N/A
March 1-31, 2015
153,034

 
0.55

 
N/A
 
N/A
Total
255,073

 
0.69

 
N/A
 
N/A
 _____________________________

(1)
Represents the surrender of shares of our common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees under our stockholder-approved 2004 Amended and Restated Long-Term Incentive Plan.
(2)
We did not have at any time during the quarter, and currently do not have, a share repurchase program in place.
ITEM 6.
EXHIBITS

*10.1
—
Form of 2015 Performance Award Agreement for Chief Executive Officer.
*10.2
—
Form of Restricted Stock Agreement for Executive Officers.
*31.1
—
Certification of Chief Executive Officer of Hercules pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
*31.2
—
Certification of Chief Financial Officer of Hercules pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*32.1
—
Certification of the Chief Executive Officer and the Chief Financial Officer of Hercules pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
*101.INS
—
XBRL Instance Document
*101.SCH
—
XBRL Schema Document
*101.CAL
—
XBRL Calculation Linkbase Document
*101.DEF
—
XBRL Definition Linkbase Document
*101.LAB
—
XBRL Label Linkbase Document
*101.PRE
—
XBRL Presentation Linkbase Document
 _____________________________
 
*
Filed herewith.

24

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
HERCULES OFFSHORE, INC.
 
 
 
By:
/S/    John T. Rynd      
 
 
John T. Rynd
 
 
Chief Executive Officer and President
 
 
(Principal Executive Officer)
 
 
 
 
By:
/S/    Troy L. Carson
 
 
Troy L. Carson
 
 
Senior Vice President and Chief Financial Officer
 
 
(Principal Financial and Accounting Officer)
 
 
 
Date: April 29, 2015
 



25



Exhibit 10.1
PERFORMANCE AWARD AGREEMENT
HERCULES OFFSHORE, INC.
2014 LONG-TERM INCENTIVE PLAN

This Performance Award Agreement (this “Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and John T. Rynd (the “Participant”) as of [•], 2015 (the “Date of Grant”).
W I T N E S S E T H
WHEREAS, the Company has adopted the Hercules Offshore, Inc. 2014 Long-Term Incentive Plan (the “Plan”); and
WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to grant a Performance Award to the Participant in the form of Restricted Stock Units and a Cash Award pursuant to the Plan and the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter set forth and for other good and valuable consideration, the Company and the Participant agree as follows:
1.Grant of Restricted Stock Units and Cash Award. The Company hereby grants to the Participant, as of the Date of Grant:

(a)    400,000 Restricted Stock Units on the terms and conditions set forth in this Agreement and in the Plan (the “RSUs”); and
(b)    A Cash Award with a target value equal to $1,082,334 (the “Cash Award” and, together with the RSUs, the “Performance Award”). The Participant hereby acknowledges receipt of a copy of the Plan, and agrees that the Performance Award granted hereunder shall be subject to all of the terms and provisions of the Plan.
In the event of any conflict between (i) the terms of this Agreement (including Exhibit A) and the Plan, the Plan shall control and (ii) the terms of this Agreement (including Exhibit A) and any written employment agreement between the Participant and the Company, such employment agreement shall control. Capitalized terms used in this Agreement that are not defined herein (or in Exhibit A) shall have the meanings given to them in the Plan.
2.Earning of Performance Award.

(a)Subject to the provisions of Section 4, with respect to each Performance Period, the portion of the Performance Award that shall become earned on the Performance Certification Date with respect to such Performance Period shall be determined as follows:

(i)If the sum of (x) the Downtime Performance Earned Percentage for such Performance Period and (y) the SPP Performance Earned Percentage for such Performance Period (such sum, the “Total Earned Percentage”) is greater than or equal to 60%, then:

(A)The number of RSUs set forth under the heading “RSUs Earned” in the column of the Earned Amount Chart corresponding to such Performance Period shall become earned on the Performance Certification Date for such Performance Period; and

(B)The amount of the Cash Award that shall become earned on the Performance Certification Date for such Performance Period shall be equal to the product of (x) the Cash Earned



Percentage for such Performance Period (determined in accordance with the Earned Amount Chart) and (y) the target value of the Cash Award (such product, the “Earned Cash Amount”).

(ii)If the Total Earned Percentage for such Performance Period is less than 60%, then none of the RSUs and no portion of the Cash Award shall become earned on the Performance Certification Date for such Performance Period.

(b)Subject to Section 4, any portion of the Performance Award that becomes earned in accordance with Section 2(a) or Section 4 shall be settled in accordance with Section 3. Any portion of any Performance Award that does not become earned in accordance with Section 2(a) or Section 4 during a Performance Period shall be forfeited on the Performance Certification Date for such Performance Period.

(c)Without limiting the foregoing and unless the Performance Award has been forfeited earlier, the Committee shall certify in writing as promptly as practicable after the close of each Performance Period, whether, and the extent to which, the applicable requirements of Section 2(a) have been satisfied and the amount of the Performance Award, if any, that becomes earned with respect to such Performance Period.

3.Payment. Within 30 days following the Performance Certification Date for the final Performance Period, so long as the Participant remains continuously employed by the Company or one of its Subsidiaries through the applicable payment date, the Company shall:

(a)    With respect to any RSUs that have become earned hereunder, issue to the Participant a number of fully vested shares of Stock equal to such earned RSUs (less the number of shares withheld to satisfy tax withholding requirements pursuant to Section 7); and
(b)    With respect to any portion of the Cash Award that has become earned hereunder, pay to the Participant an amount of cash equal to the Earned Cash Amount, as applicable, less applicable tax withholding pursuant to Section 7.
4.Effect of Termination of Employment.

(a)If the Participant incurs a Termination of Employment prior to the payment of the Performance Award, then the Performance Award shall be immediately forfeited by the Participant as of the date of such Termination of Employment and the Company shall have no further obligations hereunder.

(b)Notwithstanding any provision of Section 3 or any of the preceding provisions of this Section 4 to the contrary, the Performance Award shall be treated as follows upon the occurrence of a Change in Control, provided that the Participant is employed by the Company or one of its Subsidiaries upon the consummation of such Change in Control:

(i)If such Change in Control occurs on or after the last day of a Performance Period (determined without regard to Section 4(b)(ii)) and before the Performance Certification Date for such Performance Period, all future Performance Certification Dates shall be deemed to be changed to the date of such Change in Control.

(ii)If such Change in Control occurs before the last day of a Performance Period (determined without regard to this Section 4(b)(ii)):

(A)All Performance Periods that have not ended as of the date of such Change in Control shall be deemed to end on the date of such Change in Control; and

(B)All future Performance Certification Dates shall be deemed to be changed to the date of such Change in Control.




5.Limitation of Rights. Nothing in this Agreement or the Plan shall be construed to (a) give the Participant any right to be awarded any further cash award or any other Award in the future, even if cash awards or other Awards are granted on a regular or repeated basis, as grants of cash awards and other Awards are completely voluntary and made solely in the discretion of the Committee; (b) give the Participant or any other Person any interest in any fund or in any specified asset or assets of the Company or any Subsidiary; or (c) confer upon the Participant the right to continue in the employment of the Company or any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment of the Participant at any time or for any reason. Neither the Participant, nor any Person claiming through the Participant, shall have any right or interest in the Performance Award granted hereunder, unless and until all the terms, conditions and provisions of this Agreement and the Plan that affect the Participant or such other Person shall have been complied with as specified herein.

6.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

7.Tax Withholding. All amounts payable to the Participant hereunder shall be reduced by the amount the Company is required to withhold under the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state, local or other tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold (in cash or shares of Stock otherwise deliverable, as applicable) from each payment of the Performance Award to be paid to the Participant an amount necessary to satisfy the Company’s minimum withholding obligations. The Participant acknowledges and agrees that none of the Board, the Committee, the Company or any of its Affiliates have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt of the Performance Award. The Participant represents that he is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Participant represents that he has consulted with any tax consultants that the Participant deems advisable in connection with the grant of the Performance Award.

8.Entire Agreement; Amendment. This Agreement and any written employment agreement between the Participant and the Company in effect from time to time constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Performance Award granted hereunder. Without limiting the scope of the preceding sentence, except as provided in this Agreement and any written employment agreement between the Participant and the Company in effect from time to time, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

9.Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

10.Headings; References; Interpretation. All Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Sections and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement and the Exhibits attached hereto, and all such Exhibits attached hereto



are hereby incorporated herein and made a part hereof for all purposes. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The word “or” as used herein is not exclusive and shall be deemed to have the meaning “and/or”. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

11.Section 409A. Notwithstanding any provision of this Agreement to the contrary, all payments under this Agreement are intended to be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the applicable Treasury regulations and administrative guidance issued thereunder and this Agreement shall be construed and administered in accordance with such intent.


[Remainder of Page Intentionally Blank;
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by one of its officers thereunto duly authorized and the Participant, effective for all purposes as provided above.

HERCULES OFFSHORE, INC.


By:__________________________________    
Beau M. Thompson
General Counsel and Secretary

    
PARTICIPANT


____________________________________
John T. Rynd
    
    






EXHIBIT A

As used in this Agreement, the following terms shall have the meanings set forth below:
(a)
“Cash Earned Percentage” means, with respect to a Performance Period, the percentage under the heading “Cash Earned Percentage” that corresponds to the Total Earned Percentage for such Performance Period in the Earned Amount Chart.

(b)
“Company SPP Rank” means the Company SPP Rank on the Peer Group SPP Chart.

(c)
“Downtime Performance Earned Percentage” means the percentage in the column entitled “Downtime Performance Percentage” that corresponds to the Downtime Performance Percentage Rank on the Downtime Performance Percentage Chart.

(d)
“Downtime Performance Percentage” or “DPP” means, with respect to a Performance Period, the average of the annual downtimes of the Company’s rigs and liftboats expressed as a percentage and determined in accordance with the Company’s prescribed practices and policies as interpreted and applied by the Committee, for each calendar year during such Performance Period.

(e)
“Downtime Performance Percentage Chart” means the following chart:
Downtime Performance Percentage
Downtime Performance Earned Percentage
DPP ≤ 1.35%
100%
1.35% < DPP ≤ 1.37%
100%
1.37% < DPP ≤ 1.39%
100%
1.39% < DPP ≤ 1.41%
90%
1.41% < DPP ≤ 1.43%
80%
1.43% < DPP ≤ 1.45%
70%
1.45% < DPP ≤ 1.47%
60%
1.47% < DPP ≤ 1.50%
50%
1.50% < DPP ≤ 1.53%
40%
1.53% < DPP ≤ 1.57%
30%
1.57% < DPP ≤ 1.61%
20%
1.61% < DPP ≤ 1.65%
10%

(f)
"Earned Amount Chart” means the following chart:




Total Earned Percentage
1/1/2015 - 12/31/2015
1/1/2015 - 12/31/2016
1/1/2015 - 12/31/2017
RSUs Earned
Cash Earned Percentage
RSUs Earned
Cash Earned Percentage
RSUs Earned
Cash Earned Percentage
200%
80,000
40%
120,000
60%
200,000
100%
190%
80,000
38%
120,000
57%
200,000
95%
180%
80,000
36%
120,000
54%
200,000
90%
170%
80,000
34%
120,000
51%
200,000
85%
160%
80,000
32%
120,000
48%
200,000
80%
150%
80,000
30%
120,000
45%
200,000
75%
140%
80,000
28%
120,000
42%
200,000
70%
130%
80,000
26%
120,000
39%
200,000
65%
120%
80,000
24%
120,000
36%
200,000
60%
110%
80,000
22%
120,000
33%
200,000
55%
100%
80,000
20%
120,000
30%
200,000
50%
90%
80,000
18%
120,000
27%
200,000
45%
80%
80,000
16%
120,000
24%
200,000
40%
70%
80,000
14%
120,000
21%
200,000
35%
60%
80,000
0%
120,000
0%
200,000
0%
Less than 60%
0
0%
0
0%
0
0%
 
(g)
“Ending Share Price” means, with respect to a Performance Period, the average closing price of one share of common stock of the relevant Peer Group member over the 90-day period ending on the last day of such Performance Period.

(h)
“Peer Group” means the Company, Atwood Oceanics, Inc., Basic Energy Services, Inc., Dresser-Rand Group, Inc., Gulfmark Offshore, Inc., Helmerich & Payne Inc., Hornbeck Offshore Services, Inc., Paragon Offshore plc, Parker Drilling Company, Patterson-UTI Energy, Inc., Rowan Companies plc, Seacor Holdings Inc., TETRA Technologies, Inc., Tidewater Inc., Unit Corporation and Vantage Corporation, to the extent such entities or their successors are in existence and have publicly traded common stock as of the last day of the applicable Performance Period, as may be adjusted by the Committee to account for extraordinary events, such as mergers, acquisitions, divestitures or bankruptcies, affecting the Company or such other entities.



(i)
“Peer Group SPP Chart” means the following chart:
Company SPP Rank
SPP Performance Earned Percentage
1st
100%
2nd
100%
3rd
100%
4th
90%
5th
80%
6th
70%
7th
60%
8th
50%
9th
40%
10th
30%
11th
20%
12th
10%
13th
0%
14th
0%
15th
0%
16th
0%

If the number of members of the Peer Group decreases prior to the end of a Performance Period, the Company SPP Rank shall be determined as follows: (i) the Company’s SPP shall be ranked among the SPPs of the remaining members of the Peer Group on of the last day of such Performance Period, with the highest SPP being ranked first, (ii) the rank of the Company’s SPP among the remaining members of the Peer Group on the last day of such Performance Period shall then be multiplied by a fraction, the numerator of which is 16 and the denominator of which is the number of members of the Peer Group on the last day of such Performance Period, and (iii) the number obtained in subclause (ii) shall be the Company SPP Rank on the Peer Group SPP Chart.

(j)
“Performance Certification Date” means, with respect to each Performance Period, the date(s) as of which the Committee makes its written certifications of the Company SPP Rank and the Downtime Performance Percentage for such Performance Period, as applicable, and its determination of whether and the extent to which the applicable Performance Requirements have been satisfied in accordance with Section 2(c).

(k)
“Performance Period” means each of the following three periods: (i) the period beginning on January 1, 2015 and ending on December 31, 2015, (ii) the period beginning on January 1, 2015 and ending on December 31, 2016 and (ii) the period beginning on January 1, 2015 and ending on December 31, 2017.

(l)
“Performance Requirement” means the condition that must necessarily be attained to earn the Performance Award pursuant to Section 2(a).

(m)
“SPP” means the common stock price growth (or loss) for each entity in the Peer Group over the Performance Period, as measured for each entity by dividing (i) the difference between the entity’s Ending Share Price and Starting Share Price, by (ii) the entity’s Starting Share Price.

(n)
“SPP Performance Earned Percentage” means the percentage in the column entitled “SPP Performance Earned Percentage” that corresponds to the Company SPP Rank on the Peer Group SPP Chart.




(o)
“Starting Share Price” means, with respect to a Performance Period, the average closing price of one share of common stock of the relevant Peer Group member over the 90-day period ending on the last day before the beginning of such Performance Period.

(p)
“Termination of Employment” means the act, event or condition by or upon which the Participant ceases to be an Employee.







Exhibit 10.2
RESTRICTED STOCK AGREEMENT
HERCULES OFFSHORE, INC.
2014 LONG-TERM INCENTIVE PLAN

This Restricted Stock Agreement (the “Agreement”) is made and entered into by and between Hercules Offshore, Inc., a Delaware corporation (the “Company”), and [•] (the “Participant”) as of [•], 2015 (the “Date of Grant”).
W I T N E S S E T H
WHEREAS, the Company has adopted the Hercules Offshore, Inc. 2014 Long-Term Incentive Plan (the “Plan”); and
WHEREAS, the Compensation Committee of the Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to grant Restricted Stock to the Participant pursuant to the Plan and the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and conditions hereafter set forth and for other good and valuable consideration, the Company and the Participant agree as follows:
1.Grant of Restricted Stock. The Company hereby grants to the Participant, as of the Date of Grant, [•] shares of Stock, subject to the conditions and restrictions set forth below and in the Plan (the “Restricted Stock”). The Participant hereby acknowledges receipt of a copy of the Plan, and agrees that the shares of Restricted Stock granted hereunder shall be subject to all of the terms and provisions of the Plan. In the event of any conflict between (a) the terms of this Agreement and the Plan, including future amendments thereto, if any, the Plan shall control and (b) the terms of this Agreement and any written employment agreement between the Participant and the Company in effect from time to time, such employment agreement shall control. Capitalized terms used in this Agreement that are not defined herein shall have the meanings given to them in the Plan.

2.Restrictions on Transfer Before Vesting.

(a)The Restricted Stock will be transferred of record to the Participant and a certificate or certificates representing the Restricted Stock will be issued in the name of the Participant immediately upon the execution of this Agreement. Such Restricted Stock certificate(s) will bear a legend as provided by the Company, conspicuously referring to the terms, conditions and restrictions as permitted under Section 6(d) of the Plan. The Company may either deliver such Restricted Stock certificate(s) to the Participant, retain custody of such Restricted Stock certificate(s) prior to vesting or require the Participant to enter into an escrow arrangement under which such Restricted Stock certificate(s) will be held by an escrow agent. The delivery of any shares of Restricted Stock pursuant to this Agreement is subject to the provisions of Sections 8 and 9 below. Notwithstanding the foregoing, the Company may, in its discretion, elect to complete the delivery of the Restricted Stock by means of electronic, book-entry statement, rather than issuing physical share certificates. Upon the lapse of the Forfeiture Restrictions (as defined below) at the end of the Restricted Period (as defined below) without forfeiture, the Company shall cause a new certificate or certificates to be issued without legend (except for any legend required pursuant to applicable securities laws, or any other agreement to which the Participant is a party) in the name of the Participant in exchange for the certificate evidencing the Restricted Stock or, as may be the case, the Company shall issue appropriate instructions to the transfer agent if the electronic, book-entry method is utilized.

(b)Absent prior written consent of the Committee and except as provided in the Plan and Section 3 below, the Restricted Stock (or any portion thereof) granted hereunder to the Participant may not be sold, assigned, transferred, pledged, hypothecated or otherwise encumbered or disposed of, whether voluntarily or involuntarily, by operation of law or otherwise, from the Date of Grant until the applicable vesting date set forth in the table below (such




period, the “Restricted Period”). The prohibition against transfer and the obligation to forfeit and surrender the Restricted Stock to the Company upon a termination of employment as provided in Section 3 are herein referred to as the “Forfeiture Restrictions.” The Forfeiture Restrictions shall be binding upon and enforceable against any transferee of the Restricted Stock.
Vesting Date

Portion of Restricted Stock Granted
Hereunder that Becomes Vested
First anniversary of Date of Grant
1/3
Second anniversary of Date of Grant
1/3
Third anniversary of Date of Grant
1/3

(c)Consistent with the foregoing, except as contemplated by Section 6, no right or benefit under this Agreement shall be subject to transfer, anticipation, alienation, sale, assignment, pledge, encumbrance or charge, whether voluntary, involuntary, by operation of law or otherwise, and any attempt to transfer, anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to any debts, contracts, liabilities or torts of the person entitled to such benefits. If the Participant or his Beneficiary hereunder shall become bankrupt or attempt to transfer, anticipate, alienate, assign, sell, pledge, encumber or charge any right or benefit hereunder, other than as contemplated by Section 6, or if any creditor shall attempt to subject the same to a writ of garnishment, attachment, execution, sequestration, or any other form of process or involuntary lien or seizure, then such right or benefit shall cease and terminate.

3.Effect of Termination of Employment.

(a)The Restricted Stock granted pursuant to this Agreement shall vest (and the Forfeiture Restrictions shall lapse) in accordance with the vesting schedule reflected in Section 2(b) above so long as the Participant remains employed by the Company or a Subsidiary on each vesting date set forth in such schedule. If, however, either: (i) the Company or a Subsidiary terminates the Participant’s employment, or (ii) the Participant terminates his or her employment for reasons other than the Participant’s death or Disability (as defined in Paragraph 3(b) below), then the shares of Restricted Stock that have not previously vested in accordance with the vesting schedule reflected in Section 2(b) above, as of the date of such termination of employment, shall be forfeited by the Participant to the Company for no consideration.

(b)If the Participant’s employment is terminated (whether by the Company or a Subsidiary or by the Participant) due to the Participant’s (i) death or (ii) Disability, then the shares of Restricted Stock that have not previously vested in accordance with the vesting schedule reflected in Section 2(b) above, as of the date of such termination of employment, shall vest and all Forfeiture Restrictions thereon shall lapse. For purposes of this Section 3, “Disability” means (i) the inability of the Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or (ii) the receipt of income replacements by the Participant under the Company’s long-term disability plan as in effect from time to time by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months or for a period of not less than three (3) months, whether or not consecutive.

(c)Notwithstanding any of the preceding provisions of this Section 3 to the contrary, upon the cessation of the Participant’s employment (whether voluntary or involuntary) for reasons other than Participant’s death or Disability, the Committee may, in its sole and absolute discretion, elect to accelerate the vesting of some or all of the unvested shares of Restricted Stock.





4.Limitation of Rights. Nothing in this Agreement or the Plan shall be construed to (a) give the Participant any right to be awarded any further restricted stock or any other Award in the future, even if restricted stock or other Awards are granted on a regular or repeated basis, as grants of restricted stock and other Awards are completely voluntary and made solely in the discretion of the Committee; (b) give the Participant or any other Person any interest in any fund or in any specified asset or assets of the Company or any Subsidiary; or (c) confer upon the Participant the right to continue in the employment of the Company or any Subsidiary, or affect the right of the Company or any Subsidiary to terminate the employment of the Participant at any time or for any reason.

5.Prerequisites to Benefits. Neither the Participant, nor any Person claiming through the Participant, shall have any right or interest in the Restricted Stock awarded hereunder, unless and until all the terms, conditions and provisions of this Agreement and the Plan which affect the Participant or such other Person shall have been complied with as specified herein.

6.Rights as a Stockholder. Subject to the limitations and restrictions contained herein, the Participant (or beneficiary) shall have all rights as a stockholder of the Company with respect to the shares of Restricted Stock, including the right to vote and receive dividends; provided, however, that any dividends attributable to shares of Restricted Stock that have not otherwise vested shall be subject to the same restrictions as the shares of Restricted Stock to which they related until such restrictions lapse and shall be paid within 60 days following the vesting of the Restricted Stock. If the Restricted Stock to which such dividends relate is forfeited to the Company, then such dividends shall be forfeited to the Company at the same time such Restricted Stock is so forfeited.

7.Successors and Assigns. This Agreement shall bind and inure to the benefit of and be enforceable by the Participant, the Company and their respective permitted successors and assigns (including personal representatives, heirs and legatees), except that the Participant may not assign any rights or obligations under this Agreement except to the extent and in the manner expressly permitted herein.

8.Securities Act. The Company will not be required to deliver any shares of Stock pursuant to this Agreement if, in the opinion of counsel for the Company, such issuance would violate the Securities Act or any other applicable federal or state securities laws or regulations. The Committee may require that the Participant, prior to the issuance of any such shares, sign and deliver to the Company a written statement, which shall be in a form and contain content acceptable to the Committee, in its sole discretion:

(a)Stating that the Participant is acquiring the shares for investment and not with a view to the sale or distribution thereof, within the meaning of the Securities Act;

(b)Stating that the Participant will not sell, transfer, assign, pledge or hypothecate any shares of Stock that the Participant may then own or thereafter acquire except either: (i) through a broker on a national securities exchange or (ii) with the prior written approval of the Company; and

(c)Containing such other terms and conditions as counsel for the Company may reasonably require to assure compliance with the Securities Act or other applicable federal or state securities laws and regulations.

9.Tax Withholding.

(a)Any amount of Stock that is payable or transferable to the Participant hereunder may be subject to the payment of or reduced by any amount or amounts which the Company is required to withhold under the then applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors, or any other federal, state or local tax withholding requirement. When the Company is required to withhold any amount or amounts under the applicable provisions of the Code, the Company shall withhold from the Stock to be issued to the Participant a number of shares necessary to satisfy the Company’s minimum withholding obligations. The number of shares of Stock to be withheld shall be based upon the Fair Market Value of the shares on the date of withholding.





(b)Notwithstanding Section 9(a) above, if the Participant elects, and the Committee agrees, the Company’s withholding obligations may instead be satisfied as follows: (i) the Participant may direct the Company to withhold cash that is otherwise payable to the Participant; (ii) the Participant may deliver to the Company a sufficient number of shares of Stock then owned by the Participant to satisfy the Company’s withholding obligations, based on the Fair Market Value of the shares as of the date of withholding; (iii) the Participant may deliver sufficient cash to the Company to satisfy its withholding obligations; or (iv) any combination of the alternatives described in clauses (i), (ii) and (iii) above.

(c)Authorization of the Participant for the Company to withhold taxes pursuant to one or more of the alternatives described in Section 9(b) above must be in a form and content acceptable to the Committee. The payment or authorization to withhold taxes by the Participant shall be completed prior to the delivery of any shares pursuant to this Agreement. An authorization to withhold taxes pursuant to this provision will be irrevocable unless and until the tax liability of the Participant has been fully paid.

(d)The Participant acknowledges and agrees that none of the Board, the Committee, the Company or any of its Affiliates have made any representation or warranty as to the tax consequences to the Participant as a result of the receipt of the Restricted Stock, the lapse of any Forfeiture Restrictions or the forfeiture of any of the Restricted Stock pursuant to the Forfeiture Restrictions. The Participant represents that he is in no manner relying on the Board, the Committee, the Company or any of its Affiliates or any of their respective managers, directors, officers, employees or authorized representatives (including, without limitation, attorneys, accountants, consultants, bankers, lenders, prospective lenders and financial representatives) for tax advice or an assessment of such tax consequences. The Participant represents that he has consulted with any tax consultants that the Participant deems advisable in connection with the issuance of the Restricted Stock.

10.Entire Agreement; Amendment. This Agreement and any written employment agreement between the Participant and the Company in effect from time to time constitute the entire agreement of the parties with regard to the subject matter hereof, and contain all the covenants, promises, representations, warranties and agreements between the parties with respect to the Restricted Stock granted hereunder. Without limiting the scope of the preceding sentence, except as provided in this Agreement and any written employment agreement between the Participant and the Company in effect from time to time, all prior understandings and agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null and void and of no further force and effect. The Committee may, in its sole discretion, amend this Agreement from time to time in any manner that is not inconsistent with the Plan; provided, however, that except as otherwise provided in the Plan or this Agreement, any such amendment that materially reduces the rights of the Participant shall be effective only if it is in writing and signed by both the Participant and an authorized officer of the Company.

11.Headings; References; Interpretation. All Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole, including all Exhibits attached hereto, and not to any particular provision of this Agreement. All references herein to Sections and Exhibits shall, unless the context requires a different construction, be deemed to be references to the Sections of this Agreement and the Exhibits attached hereto, and all such Exhibits attached hereto are hereby incorporated herein and made a part hereof for all purposes. The use herein of the word “including” following any general statement, term or matter shall not be construed to limit such statement, term or matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as “without limitation”, “but not limited to”, or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter. The word “or” as used herein is not exclusive and shall be deemed to have the meaning “and/or”. Unless the context requires otherwise, all references herein to an agreement, instrument or other document shall be deemed to refer to such agreement, instrument or other document as amended, supplemented, modified and restated from time to time to the extent permitted by the provisions thereof. Neither this Agreement nor any uncertainty or ambiguity herein shall be construed or resolved against any party hereto, whether under any rule of construction or otherwise. On the contrary, this Agreement has been reviewed by each of the parties hereto and




shall be construed and interpreted according to the ordinary meaning of the words used so as to fairly accomplish the purposes and intentions of the parties hereto.

12.Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Delaware, without regard to conflicts of law principles thereof.

13.Deemed Acceptance. The Participant shall be deemed to have accepted the Restricted Stock granted hereunder on the terms and conditions set forth in the Plan and in this Agreement unless the Participant provides written notice to the Company, within 30 days following the Date of Grant, stating that the Participant does not wish to accept the Restricted Stock. Any such notice must be sent to: Hercules Offshore, Inc., Attention: [•], 9 Greenway Plaza, Suite 2200, Houston, Texas 77046. Upon the Company’s receipt of any such notice, the Restricted Stock granted hereunder will automatically be forfeited to the Company and neither the Company nor any of its Affiliates shall have any further obligations to the Participant under this Agreement.

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by one of its officers thereunto duly authorized as of the day and year first above written.
    
HERCULES OFFSHORE, INC.

By:_______________________________
John T. Rynd
Chief Executive Officer and President









































    
    







Exhibit 31.1
CERTIFICATIONS
I, John T. Rynd, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hercules Offshore, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2015
By:
/s/ John T. Rynd
John T. Rynd
Chief Executive Officer and President








Exhibit 31.2
CERTIFICATIONS
I, Troy L. Carson, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Hercules Offshore, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 29, 2015
By:
/s/ Troy L. Carson
Troy L. Carson
Senior Vice President and Chief Financial Officer








Exhibit 32.1
Certification Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the “Act”) and Rule 13a-14(b) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned, John T. Rynd, Chief Executive Officer and President of Hercules Offshore, Inc., a Delaware corporation (the “Company”), and Troy L. Carson, who is the Senior Vice President and Chief Financial Officer of the Company, hereby certify that, to his knowledge:
(1)the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2015 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated:
April 29, 2015
 
 
/s/ John T. Rynd
 
 
 
 
John T. Rynd
Chief Executive Officer and President
 
 
 
 
 
 
 
 
 
/s/ Troy L. Carson
 
 
 
 
Troy L. Carson
Senior Vice President and Chief Financial Officer

The foregoing certification is being furnished solely pursuant to Section 906 of the Act and Rule 13a-14(b) promulgated under the Exchange Act and is not being filed as part of the Report or as a separate disclosure document.