HORNBECK OFFSHORE SERVICES, INC.
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 1. —Financial Statements
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except par value data)
| September 30,2026 | December 31,2025 | |
|---|---|---|
| (Unaudited) | (Audited) | |
| ASSETS | ||
| Current assets: | ||
| Cash and cash equivalents | $471,551 | $54,167 |
| Accounts receivable, net | 439,532 | 164,695 |
| Prepaid expenses | 27,211 | 4,941 |
| Other current assets | 107,012 | 33,206 |
| Total current assets | 1,045,306 | 257,009 |
| Property, plant and equipment, net | 1,974,779 | 754,135 |
| Intangible assets, net | 222,527 | — |
| Goodwill | 32,483 | — |
| Deferred recertification costs, net | 112,840 | 92,591 |
| Operating lease right-of-use assets | 303,659 | 17,802 |
| Finance lease right-of-use assets | 7,824 | 10,516 |
| Other assets | 7,492 | 20,734 |
| Total assets | $3,706,910 | $1,152,787 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current liabilities: | ||
| Accounts payable | $245,935 | $58,251 |
| Accrued payroll and benefits | 75,897 | 24,429 |
| Current maturities of long-term debt, net | 40,429 | 30,259 |
| Operating lease liabilities | 71,989 | 3,532 |
| Finance lease liabilities | 4,855 | 4,809 |
| Other current liabilities | 82,402 | 20,989 |
| Total current liabilities | 521,507 | 142,269 |
| Long-term debt, net | 695,730 | 410,352 |
| Operating lease liabilities | 234,607 | 17,245 |
| Finance lease liabilities | 3,669 | 6,195 |
| Deferred tax liabilities | 150,555 | — |
| Other long-term liabilities | 78,280 | 8,364 |
| Total long-term liabilities | 1,162,841 | 442,156 |
| Total liabilities | 1,684,348 | 584,425 |
| Commitments and contingencies (Note 16) | ||
| Stockholders' equity: | ||
| Common stock: $0.00001 par value; 400,000 and 513,584 shares authorized; 221,971 and 53,744 shares issued and outstanding, respectively | 2 | — |
| Additional paid-in capital | 1,782,339 | 259,166 |
| Retained earnings | 255,883 | 311,337 |
| Accumulated other comprehensive loss | (15,662) | (2,141) |
| Total stockholders' equity | 2,022,562 | 568,362 |
| Total liabilities and stockholders' equity | $3,706,910 | $1,152,787 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Unaudited) · (Unaudited) | ||||
| Revenue: | ||||
| Vessel revenue | $271,159 | $186,445 | $602,552 | $507,582 |
| Non-vessel revenue | 22,182 | 12,671 | 46,764 | 37,963 |
| Total revenue | 293,341 | 199,116 | 649,316 | 545,545 |
| Costs and expenses: | ||||
| Operating expense | 165,774 | 93,437 | 355,716 | 280,669 |
| Depreciation expense | 20,222 | 10,026 | 44,478 | 30,016 |
| Amortization expense | 19,197 | 11,244 | 47,304 | 30,209 |
| General and administrative expense | 27,492 | 22,259 | 65,722 | 57,274 |
| Stock-based compensation expense | 43,368 | 1,737 | 47,618 | 5,190 |
| Merger and integration costs | 78,980 | — | 91,425 | — |
| Total cost and expenses | 355,033 | 138,703 | 652,263 | 403,358 |
| Gain on sale of assets | 1,944 | 143 | 3,586 | 13,022 |
| Operating income (loss) | (59,748) | 60,556 | 639 | 155,209 |
| Other income (expense): | ||||
| Loss on early extinguishment of debt | — | — | — | (67) |
| Terminated offering costs | (177) | — | (3,794) | — |
| Foreign currency loss | (855) | (219) | (562) | (148) |
| Interest expense | (17,423) | (7,665) | (35,856) | (23,594) |
| Interest income | 4,328 | 1,357 | 6,224 | 3,702 |
| Other income | 426 | — | 494 | — |
| Other expense, net | (13,701) | (6,527) | (33,494) | (20,107) |
| Income (loss) before income taxes | (73,449) | 54,029 | (32,855) | 135,102 |
| Income tax expense | 12,240 | 2,103 | 22,596 | 8,443 |
| Net income (loss) | $(85,689) | $51,926 | $(55,451) | $126,659 |
| Basic earnings (loss) per common share | $(0.40) | $0.32 | $(0.31) | $0.77 |
| Diluted earnings (loss) per common share | $(0.40) | $0.28 | $(0.31) | $0.69 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| (Unaudited) · (Unaudited) | ||||
| Net income (loss) | $(85,689) | $51,926 | $(55,451) | $126,659 |
| Other comprehensive income (loss): | ||||
| Foreign currency translation income (loss), net | (16,026) | 1,465 | (13,521) | 6,679 |
| Total comprehensive income (loss) | $(101,715) | $53,391 | $(68,972) | $133,338 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
| (Unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Total Shares · Common Stock · AdditionalPaid-InCapital · RetainedEarnings · AccumulatedOtherComprehensiveIncome (loss) · TotalStockholdersEquity | |||||||
| Common Shares · Warrants | |||||||
| Balance at January 1, 2026 | 53,744 | 114,926 | $— | $259,166 | $311,337 | $(2,141) | $568,362 |
| Issuance of common stock | 18,207 | — | — | — | — | — | — |
| Conversion of Creditor Warrants to common stock | 11,289 | (11,289) | — | — | — | — | — |
| Equity recognized from Merger, net of cash-settled awards | 147,382 | — | 2 | 1,561,858 | — | — | 1,561,860 |
| Stock-based compensation expense, share-settled | — | — | — | 23,841 | — | — | 23,841 |
| Shares withheld for withholding taxes | (8,651) | — | — | (62,526) | — | — | (62,526) |
| Common stock, Jones Act Warrants, and Creditor Warrants repurchased | — | — | — | — | (3) | — | (3) |
| Net loss | — | — | — | — | (55,451) | — | (55,451) |
| Foreign currency translation loss, net | — | — | — | — | — | (13,521) | (13,521) |
| Balance at September 30, 2026 | 221,971 | 103,637 | $2 | $1,782,339 | $255,883 | $(15,662) | $2,022,562 |
| Balance at July 1, 2026 | 54,141 | 114,926 | $— | $262,227 | $341,572 | $364 | $604,163 |
| Issuance of common stock | 17,810 | — | — | — | — | — | — |
| Conversion of Creditor Warrants to common stock | 11,289 | (11,289) | — | — | — | — | — |
| Equity recognized from Merger, net of cash-settled awards | 147,382 | — | 2 | 1,561,858 | — | — | 1,561,860 |
| Stock-based compensation expense, share-settled | — | — | — | 19,781 | — | — | 19,781 |
| Shares withheld for withholding taxes | (8,651) | — | — | (61,527) | — | — | (61,527) |
| Net loss | — | — | — | — | (85,689) | — | (85,689) |
| Foreign currency translation loss, net | — | — | — | — | — | (16,026) | (16,026) |
| Balance at September 30, 2026 | 221,971 | 103,637 | $2 | $1,782,339 | $255,883 | $(15,662) | $2,022,562 |
| (Unaudited) | |||||||
|---|---|---|---|---|---|---|---|
| Total Shares · Common Stock · AdditionalPaid-InCapital · RetainedEarnings · AccumulatedOtherComprehensiveIncome (loss) · TotalStockholdersEquity | |||||||
| Common Shares · Warrants | |||||||
| Balance at January 1, 2025 | 55,128 | 119,349 | $— | $264,869 | $176,761 | $(7,488) | $434,142 |
| Issuance of common stock | 534 | — | — | — | — | — | — |
| Stock-based compensation expense, share-settled | — | — | — | 4,886 | — | — | 4,886 |
| Shares withheld for withholding taxes | — | — | — | (1,397) | — | — | (1,397) |
| Net income | — | — | — | — | 126,659 | — | 126,659 |
| Foreign currency translation income, net | — | — | — | — | — | 6,679 | 6,679 |
| Balance at September 30, 2025 | 55,662 | 119,349 | $— | $268,358 | $303,420 | $(809) | $570,969 |
| Balance at July 1, 2025 | 55,662 | 119,349 | $— | $266,621 | $251,494 | $(2,274) | $515,841 |
| Issuance of common stock | — | — | — | — | — | — | — |
| Stock-based compensation expense, share-settled | — | — | — | 1,737 | — | — | 1,737 |
| Net income | — | — | — | — | 51,926 | — | 51,926 |
| Foreign currency translation income, net | — | — | — | — | — | 1,465 | 1,465 |
| Balance at September 30, 2025 | 55,662 | 119,349 | $— | $268,358 | $303,420 | $(809) | $570,969 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine Months Ended September 30, | ||
|---|---|---|
| 2026 | 2025 | |
| (Unaudited) | ||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||
| Net income (loss) | $(55,451) | $126,659 |
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
| Depreciation, amortization and accretion expense | 92,092 | 60,225 |
| Stock-based compensation expense | 47,618 | 5,190 |
| Loss on early extinguishment of debt | — | 67 |
| Provision for (reversal of) credit losses | (646) | 2,505 |
| Deferred tax expense | 6,896 | 2,355 |
| Amortization of deferred financing costs and debt premium or discount | 1,130 | 1,382 |
| Amortization of deferred contract-specific costs of sales | 95 | 1,951 |
| Gain on sale of assets | (3,586) | (13,022) |
| Changes in operating assets and liabilities: | ||
| Accounts receivable | (42,356) | (22,492) |
| Deferred recertification costs | (57,408) | (47,853) |
| Other current and long-term assets | 2,345 | (10,125) |
| Accounts payable | 11,279 | (10,084) |
| Accrued interest | (12,471) | 2,878 |
| Accrued liabilities and other liabilities | (2,331) | (2,669) |
| Return on investment in unconsolidated subsidiary | (2,000) | — |
| Net cash provided by (used in) operating activities | (14,794) | 96,967 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||
| Maintenance capital improvements | (16,474) | (15,370) |
| Growth capital expenditures | (40,996) | (34,771) |
| Commercial capital expenditures | (20,056) | (33,789) |
| Non-vessel capital expenditures | (633) | (7,461) |
| Acquisition of brand license rights | (17,400) | — |
| Net proceeds from sale of assets | 4,142 | 13,234 |
| Net cash acquired in Merger | 651,603 | — |
| Net cash provided by (used in) investing activities | 560,186 | (78,157) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||
| Principal payments on Second Lien Term Loans due 2033 | (22,715) | (1,674) |
| Prepayment fee on Second Lien Term Loans due 2033 | — | (67) |
| Proceeds from first lien revolving credit facility | 25,000 | — |
| Repayment of first lien revolving credit facility | (25,000) | — |
| Deferred financing costs | (351) | (209) |
| Cash settlement of share-based awards | (37,291) | — |
| Cash paid for withholding taxes on net share settlements | (62,526) | (1,397) |
| Principal payments under finance lease obligations | (2,919) | (570) |
| Other cash flows from financing activities | (21) | (111) |
| Net cash used in financing activities | (125,823) | (4,028) |
| Effects of foreign currency exchange rate changes on cash | (610) | 1,407 |
| Net increase in cash and cash equivalents | 418,959 | 16,189 |
| Cash, cash equivalents and restricted cash at beginning of period | 54,167 | 81,568 |
| Cash, cash equivalents and restricted cash at end of period | $473,126 | $97,757 |
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW ACTIVITIES: | ||
| Cash paid for interest | $46,957 | $29,191 |
| Cash paid for income taxes, net of refunds | $13,455 | $14,126 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
- Organization and Business
Hornbeck Offshore Services, Inc. (referred to as "Hornbeck," the "Company," "we," "us," or "our"), a Delaware corporation, is a premier offshore marine services company, combining world-class vessels, subsea robotics, emerging technologies, engineering expertise and offshore execution capabilities into a single integrated platform supporting major and independent oil and gas companies, oilfield service companies, renewable energy developers, the U.S. military, and offshore engineering, procurement, construction and installation contractors. We operate our core business through three reportable segments: (i) Marine Transportation & Specialty, (ii) Subsea Services, and (iii) Well Intervention. We help customers solve complex offshore challenges and deliver comprehensive, integrated solutions to a diversified range of deepwater and ultra-deepwater operations around the world, primarily in the Gulf of America, Latin America, the North Sea, West Africa and Asia Pacific. In addition to our core business, we hold interests in certain mature oil and gas properties in the Gulf of America, where we manage the remaining production and associated plugging, abandonment and subsea infrastructure decommissioning obligations.
- Basis of Presentation and Significant Accounting Policies
Basis of Presentation
On September 1, 2026, pursuant to and in accordance with the terms of the Merger Agreement, (i) Legacy Helix converted from a Minnesota corporation to a Delaware corporation; (ii) following such conversion, Parent Sub merged with and into Legacy Hornbeck, with Legacy Hornbeck surviving the First Company Merger as a wholly owned subsidiary of Legacy Helix; and (iii) one minute after the Effective Time, Legacy Hornbeck merged with and into Hercules Sub, with Hercules Sub surviving the Second Company Merger as a wholly owned subsidiary of Legacy Helix. The foregoing transactions are collectively referred to herein as "the Merger." Following the Merger, Legacy Helix was renamed “Hornbeck Offshore Services, Inc.” The Company's common stock remains listed on the New York Stock Exchange, and its ticker symbol was changed from "HLX" to "HOS." Unless otherwise indicated, references herein to "Legacy Helix" and "Legacy Hornbeck" are to Helix Energy Solutions Group, Inc. and Hornbeck Offshore Services, Inc., respectively, prior to the completion of the Merger.
Upon consummation of the Merger, each issued and outstanding share of common stock of Legacy Hornbeck was converted into the right to receive 10.27167 shares (the "exchange ratio") of common stock of the Company, par value $0.00001 per share ("Company common stock"), and each outstanding Legacy Hornbeck Creditor Warrant was converted into 7.556 shares of Company common stock, in each case with cash paid in lieu of fractional shares pursuant to the Merger Agreement. Additionally, the Company assumed Legacy Hornbeck's outstanding Jones Act Warrants and each warrant became exercisable into 10.27167 shares of Company common stock at an exercise price of $0.00001 per share, subject to the U.S. citizen determination procedures.
The accompanying unaudited condensed consolidated financial statements reflect the financial position, results of operations, comprehensive income (loss), cash flows, and changes in stockholders’ equity of Legacy Hornbeck for all periods prior to the Merger and of the combined Company for periods subsequent to the Closing Date. See Note 3 for further discussion of the accounting for the Merger as a business combination and reverse acquisition pursuant to ASC 805, Business Combinations.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States ("U.S. GAAP") applicable to interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes of Legacy Hornbeck included in the Company's Form 8-K filed with the SEC on September 1, 2026, as well as the Annual Report on Form 10-K of Legacy Helix for the year ended December 31, 2025.
In the opinion of management, all adjustments considered necessary for a fair presentation of the Company's financial position, results of operations, comprehensive income, cash flows and changes in stockholders' equity for the periods presented have been included. Certain prior-period amounts have been reclassified to conform to the current-period presentation. Interim operating results are not necessarily indicative of the results that may be expected for the full fiscal year or any future period.
Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Hornbeck Offshore Services, Inc. and its subsidiaries in which the Company has a controlling financial interest. All intercompany accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Significant estimates and assumptions are used in, among other areas, the determination of revenue recognition, business combination accounting, goodwill and intangible asset valuations, income taxes and contingencies. Actual results could differ materially from such estimates.
Recent Accounting Pronouncements
The following table provides a brief description of recent accounting pronouncements that could have a material effect on the Company's financial statements:
| Standard | Description | Date of Adoption | Effect on the financial statements and other significant matters |
|---|---|---|---|
| Standards that have been adopted: | |||
| ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity | This standard revises the guidance in ASC 805 on identifying the accounting acquirer in a business combination in which the legal acquiree is a variable interest entity (VIE). The ASU is intended to improve comparability between business combinations that involve VIEs and those that do not. ASU No. 2025-03 must be applied prospectively. Early adoption is permitted. | July 1, 2026 | The Company early adopted ASU No. 2025-03 on July 1, 2026. The adoption had no material impact on its consolidated financial statements. |
| Standards that have not been adopted: | |||
| ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses | This standard improves the disclosures about an entity's expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions. ASU No. 2024-03 may be applied prospectively or retrospectively. Early adoption is permitted. | Effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. | The Company will adopt the annual reporting requirements of ASU No. 2024-03 on January 1, 2027 and the interim disclosure requirements on January 1, 2028 and elect to apply the standard prospectively. The Company does not believe that the implementation of this guidance will have a material impact on its consolidated financial statements. |
- Mergers and Acquisitions
The Merger has been accounted for as a business combination and a reverse acquisition pursuant to ASC 805, Business Combinations, where Legacy Hornbeck, the legal acquiree, is determined to be the accounting acquirer of Legacy Helix based upon an evaluation of the following primary factors:
Legacy Helix and Legacy Hornbeck security holders own approximately 45% and 55% of the Company, respectively, on a fully diluted basis.
The Ares Investor Group, the largest pre-combination stockholder of Legacy Hornbeck, holds the largest minority voting interest of approximately 12% after the Closing Date, whereas Legacy Helix’s pre-combination ownership was broadly dispersed among its stockholders.
The Company’s board of directors consists ofseven directors, four of whom were designated by Legacy Hornbeck, including the Chief Executive Officer and President of the Company, andthree of whom were designated by Legacy Helix.
Legacy Hornbeck’s senior management team comprises the majority of the senior management of the Company; and
The Company operates under the name Hornbeck Offshore Services, Inc., and the ticker symbol of the Company was changed from "HLX" to “HOS.”
Preliminary Purchase Price Consideration
The stock price of Legacy Helix, the accounting acquiree, was used to measure the consideration transferred in the reverse acquisition, as Legacy Helix’s stock price was a more reliable measure than the value of the equity interest of the accounting acquirer, Legacy Hornbeck, as a privately held entity. The following table presents the calculation of preliminary purchase price consideration (in thousands, except stock price):
| Legacy Helix shares issued and outstanding as of the Closing Date | 147,382 |
|---|---|
| Remove Legacy Helix director restricted stock shares (1) | (127) |
| Legacy Helix shares issued and outstanding | 147,255 |
| Legacy Helix stock price on the Closing Date | $10.60 |
| Total share consideration (2) | $1,560,906 |
Acquisition date fair value attributable to:
| Legacy Helix performance share units (3) | $10,210 |
|---|---|
| Legacy Helix restricted stock units (3) | 3,515 |
| Legacy Helix director restricted stock awards | 954 |
| Total share based award consideration (4) | 14,679 |
| Total preliminary purchase price consideration | $1,575,585 |
(1) Represents restricted shares included in Legacy Helix basic shares outstanding, but unissued prior to the Closing Date.
(2) Amounts presented may not recalculate due to rounding of shares and consideration.
(3) These stock-based compensation awards totaling $13,725 vested as a result of the Merger and were settled in cash on the Closing Date. Accordingly, such amounts are not included in equity recognized from the Merger as reflected on the condensed consolidated statements of changes in stockholders' equity for the three and nine months ended September 30, 2026.
(4) Amounts presented for outstanding Legacy Helix share based awards relate to the value assigned to pre-combination services based on the Legacy Helix stock price prior to the Closing Date.
Preliminary Purchase Price Allocation
In accordance with the acquisition method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the Closing Date, with the excess of the purchase price over the net assets acquired recorded as goodwill. We are in the process of valuing all of the assets and liabilities acquired in the acquisition, and until we have completed our valuation process, there may be adjustments to our estimates of fair value and resulting preliminary purchase price allocation.
We considered the income, cost, and market approaches in valuing the assets acquired and liabilities assumed. Fair values for property, plant and equipment, primarily consisting of vessels, were estimated using a combination of the cost and income approaches. The assumed MARAD Title XI vessel financing arrangement ("MARAD Debt") and Senior Notes due 2029 were valued using market-based yields. Goodwill of $32.5 million was calculated as the excess of the consideration paid over the net assets recognized and represents the future economic benefits expected to arise from other assets acquired that could not be individually identified and separately recognized. Goodwill is assigned to our Subsea Services reportable segment as of September 30, 2026. The goodwill is not deductible for income tax purposes.
The following table presents the preliminary allocation of the purchase price consideration (in thousands):
| Estimated Fair Value | |
|---|---|
| Cash and cash equivalents | $651,603 |
| Accounts receivable, net | 233,000 |
| Prepaid expenses | 20,545 |
| Other current assets | 40,987 |
| Property, plant and equipment, net | 1,193,517 |
| Operating lease right-of-use assets | 293,312 |
| Intangible assets | 207,000 |
| Other assets | 29,300 |
| Total assets acquired | 2,669,264 |
| Accounts payable | 165,282 |
| Income tax payable | 2,327 |
| Accrued payroll and benefits | 47,204 |
| Current maturities of long-term debt, net | 4,995 |
| Operating lease liabilities | 68,118 |
| Other current liabilities | 44,842 |
| Long-term debt, net | 312,728 |
| Operating lease liabilities | 225,194 |
| Deferred tax liabilities | 159,606 |
| Other long-term liabilities | 95,866 |
| Total liabilities assumed | 1,126,162 |
| Net assets acquired | 1,543,102 |
| Goodwill | 32,483 |
| Total preliminary purchase price allocation | $1,575,585 |
The preliminary allocation of $207.0 million for intangible assets includes: (i) $80.0 million for contractual relationships with a weighted average amortization period of 15 years; (ii) $73.5 million for customer relationships with an amortization period of 10 years; (iii) $40.0 million for developed technology and know-how with an amortization period of 10 years; and (iv) $13.5 million for backlog with an amortization period of approximately three years.
Our estimates and assumptions are subject to change during the measurement period, not to exceed one year from the Closing Date, as certain information necessary to complete the purchase price allocation is not yet finalized, including but not limited to, the final valuation of assets acquired and liabilities assumed, working capital adjustments, and valuation of deferred taxes. Management is also evaluating certain assumptions of assets acquired and liabilities assumed and may adjust the allocation in subsequent periods. The final valuation will be completed no later than one year from the Closing Date.
For the three months ended September 30, 2026, the Company incurred $110.9 million of transaction costs in connection with the Merger, comprised of $70.3 million of direct deal-related expenses and $40.6 million of stock-based compensation costs, respectively. For the nine months ended September 30, 2026, the Company incurred $123.3 million of transaction costs in connection with the Merger, comprised of $82.7 million of direct deal-related expenses and $40.6 million of stock-based compensation costs, respectively. These costs were expensed as incurred and are included in merger and integration costs and stock-based compensation expense in the condensed consolidated statements of operations. Excluded from these amounts is the stock-based compensation expense related to the vested equity awards for the legacy companies that was previously recognized in historical periods prior to the Merger.
Revenue and Earnings
From the Closing Date through September 30, 2026, Legacy Helix recognized $106.7 million and $20.7 million of revenue and net loss, which are net of intercompany transactions and included in the Company’s condensed consolidated statements of operations.
Unaudited Supplemental Pro Forma Financial Information
The unaudited supplemental pro forma information (in thousands) presented below has been prepared as if the Merger had occurred on January 1, 2025. The pro forma summary uses estimates and assumptions based on information available at the time of the filing. The Company believes the estimates and assumptions to be reasonable. However, the unaudited pro forma information is not necessarily indicative of what the Company’s results would have been had the Merger been completed as of the beginning of the periods as indicated, or of future results.
| Pro Forma · Pro Forma | ||||
|---|---|---|---|---|
| Three Months Ended · Nine Months Ended | ||||
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Revenue | $503,074 | $501,434 | $1,429,341 | $1,360,703 |
| Net income | 25,888 | 85,664 | 92,622 | 80,977 |
Pro forma information includes, among others: (i) changes in depreciation and amortization resulting from the fair value measurement of property, plant and equipment, net and other intangible assets and the write-off of certain balances; (ii) accounting policy alignment; (iii) non-recurring acquisition-related costs, including transaction and employee-related costs that were incurred directly in connection with the Merger, reflected as if incurred in the earliest period presented; and (iv) the tax-related effects as though the Merger had occurred on January 1, 2025.
- Revenue from Contracts with Customers
The core services that are provided by the Company typically represent a single performance obligation under its contracts that are satisfied at a point in time or over time. Revenue is earned primarily by (i) chartering the Company's vessels, including the operation of such vessels and the use of vessel equipment, such as cranes, gangways, ROVs, trenching units, and well-intervention equipment, and (ii) non-vessel services, such as renting ROVs or other subsea equipment to third parties, providing third-party vessel crewing and management services, and providing shore-based port facility services. The services generating these revenue streams are provided to customers based on contracts that include fixed or determinable prices and do not generally include right of return or other significant post-delivery obligations. The Company's vessel revenue and non-vessel revenue are recognized either at a point in time or over the passage of time when the customer has received or is receiving the benefit from the applicable service. Revenue is recognized when the performance obligations are satisfied in accordance with contractual terms and in an amount that reflects the consideration that the Company expects to be entitled to in exchange for the services rendered or rentals provided. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. Invoices are typically billed to customers on a monthly basis, and payment terms on customer invoices typically range from 30 to 60 days.
A performance obligation under contracts with the Company's customers to render services is the unit of account under ASC 606, Revenue from Contracts with Customers. The Company accounts for services rendered separately if they are distinct and the service is separately identifiable from other items provided to a customer and if a customer can benefit from the service rendered on its own or with other resources that are readily available to the customer. A contract's transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
Disaggregation of Revenue
The following table presents revenue disaggregated by business segment and geographic area (in thousands):
| Well Intervention · Subsea Services · Marine Transportation & Specialty · Other · Total Revenue | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, 2026 | ||||||
| United States | $21,592 | $20,424 | $107,921 | $3,506 | $153,443 | |
| Brazil | 19,808 | — | 25,497 | — | 45,305 | |
| United Kingdom | 15,924 | 11,173 | — | — | 27,097 | |
| Mexico | — | 7,828 | 12,814 | — | 20,642 | |
| West Africa | 20,676 | — | — | — | 20,676 | |
| Trinidad and Tobago | — | 7,558 | 470 | — | 8,028 | |
| Colombia | — | — | 6,773 | — | 6,773 | |
| Other foreign countries | — | 11,377 | — | — | 11,377 | |
| Total | $78,000 | $58,360 | $153,475 | $3,506 | $293,341 | |
| Nine Months Ended September 30, 2026 | ||||||
| United States | $21,592 | $61,005 | $315,083 | $3,506 | $401,186 | |
| Brazil | 19,808 | — | 75,598 | — | 95,406 | |
| United Kingdom | 15,924 | 11,173 | — | — | 27,097 | |
| Mexico | — | 23,003 | 34,402 | — | 57,405 | |
| West Africa | 20,676 | — | — | — | 20,676 | |
| Trinidad and Tobago | — | 8,893 | 485 | — | 9,378 | |
| Colombia | — | — | 23,161 | — | 23,161 | |
| Other foreign countries | — | 11,377 | 3,630 | — | 15,007 | |
| Total | $78,000 | $115,451 | $452,359 | $3,506 | $649,316 | |
| Three Months Ended September 30, 2025 | ||||||
| United States | $— | $32,218 | $113,068 | $— | $145,286 | |
| Brazil | — | — | 27,202 | — | 27,202 | |
| United Kingdom | — | — | — | — | — | |
| Mexico | — | 7,645 | 1,614 | — | 9,259 | |
| West Africa | — | — | — | — | — | |
| Trinidad and Tobago | — | — | 119 | — | 119 | |
| Colombia | — | — | 8,780 | — | 8,780 | |
| Other foreign countries | — | — | 8,470 | 8,470 | ||
| Total | $— | $39,863 | $159,253 | $— | $199,116 | |
| Nine Months Ended September 30, 2025 | ||||||
| United States | $— | $78,866 | $304,703 | $— | $383,569 | |
| Brazil | — | — | 89,572 | — | 89,572 | |
| United Kingdom | — | — | — | — | — | |
| Mexico | — | 22,532 | 2,724 | — | 25,256 | |
| West Africa | — | — | — | — | — | |
| Trinidad and Tobago | — | — | 316 | — | 316 | |
| Colombia | — | — | 26,463 | — | 26,463 | |
| Other foreign countries | — | — | 20,369 | — | 20,369 | |
| Total | $— | $101,398 | $444,147 | $— | $545,545 | |
Major Customers
Revenue from the following customers represented 10% or more of consolidated revenue:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |
| Customer A | n/a (1) | 16% | 12% | 16% |
| Customer B | 12% | 13% | 11% | 16% |
| Customer C | n/a (1) | 11% | n/a (1) | n/a (1) |
(1) Customer represented less than 10% of consolidated revenue in such period.
Contract Balances
Contract assets generally consist of revenue recognized in excess of the amount billed to the customer for lump sum contracts and lump sum demobilization fees recognized ratably over the contract term but invoiced upon completion of related activities. Contract liabilities generally consist of amounts billed to or advance payments received from customers, including upfront mobilization fees allocated to a single performance obligation and recognized ratably over the contract term, and amounts billed to customers in excess of revenue recognized for lump sum contracts. The Company reports the net contract asset or contract liability position on a contract-by-contract basis at the end of each reporting period.
Net contract assets were $16.5 million as of September 30, 2026 and $0.0 million as of December 31, 2025 and are reflected in “Other current assets” on the condensed consolidated balance sheets. The increase in net contract assets was primarily attributable to the contract assets acquired as a result of the Merger. The Company had no credit losses on its contract assets for the three and nine months ended September 30, 2026.
Net contract liabilities totaled $8.3 million as of September 30, 2026 and $3.9 million as of December 31, 2025 and are reflected as "Deferred contract revenue," a component of “Other current liabilities” on the condensed consolidated balance sheets. The increase was primarily attributable to the contract liabilities assumed as a result of the Merger. Revenue recognized for the three and nine months ended September 30, 2026 included $2.7 million and $3.9 million, respectively, that were included in the contract liability balance at the beginning of each period. Revenue recognized for the three and nine months ended September 30, 2025 included $10.9 million and $5.9 million, respectively, that were included in the contract liability balance at the beginning of each period.
Performance Obligations
As of September 30, 2026, the Company had certain remaining performance obligations representing contracted revenue for which work had not been performed and revenue was expected to be recognized in the future. As of September 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations totaled $1.9 billion, of which $333.2 million is expected to be fully recognized in 2026, $792.8 million in 2027, and $741.3 million in years beyond 2027. These amounts include fixed consideration andestimated variable considerationfor both wholly and partially unsatisfied performance obligations, including mobilization and demobilization fees. These amounts are derived from the specific terms of the Company's contracts, and the expected timing of future revenue recognition is based on the estimated start date and duration of each contract according to the information known at September 30, 2026.
- Stock-Based Compensation
Under the Company's active incentive compensation plans, up to 26.7 million shares of Company common stock are authorized for issuance. As of September 30, 2026, there were 14.6 million shares issued or redeemed,5.9 million shares reserved for issuance related to granted awards and 6.2 million shares available for future grants to eligible individuals under the Company's active incentive compensation plans.
As a result of the Merger, all awards outstanding on the Closing Date vested, and the Company recorded $40.6 million of accelerated stock-based compensation expense for each of the three and nine months ended September 30, 2026. Of that amount, $22.9 million was settled in cash and the remainder was settled in Company common stock.
In September 2026, the Company issued 2.6 million restricted stock units,1.0 million performance-based stock units and 1.6 million stock options pursuant to the Company's active incentive compensation plans, and recorded $1.3 million of associated stock-based compensation expense for each of the three and nine months ended September 30, 2026.
- Income Taxes
For the three and nine months ended September 30, 2026, the Company's effective income tax rate was (16.7)% and (68.8)%, respectively. The effective rate for the current period was impacted by discrete items associated with merger-related transaction costs and compensation expense of $119.6 million and $132.0 million for the three and nine months ended September 30, 2026, respectively. Additionally, the mix of U.S. and foreign earnings further contributed to the effective rate varying significantly from the U.S. federal statutory income tax rate for the current period. For the three and nine months ended September 30, 2025, the Company's effective income tax rate was 3.9% and 6.2%, respectively.
Tax Audits
The Company is no longer subject to tax audits being initiated by U.S. federal, state, local or foreign taxing authorities for years prior to 2020. The Company has ongoing examinations by various foreign tax authorities of income tax returns for earlier periods for Legacy Helix and Legacy Hornbeck, but does not believe that the results of these examinations will have a material adverse effect on the Company’s financial position or results of operations.
Mexico Tax Audits
The Company is subject to audit by various Mexican statutory bodies, including the Mexican tax authorities, or SAT. In recent years, SAT has initiated several audits of the Company's Mexican subsidiaries for tax years between 2015 and 2021. Through these audits, SAT has asserted highly aggressive positions, including the disallowance of a significant portion of the Company's deductible expenses and the retroactive application of a change in Mexican tax law to tax periods prior to the effective date of such change. As a result, the Company has been engaged in various stages of appeal, including non-binding mediation and mutual agreement procedures with assistance from the U.S. Internal Revenue Service. In September 2026, the Company completed mediation proceedings related to a Mexican subsidiary's 2019 tax return and paid a settlement in compromise totaling $2.2 million.
As of September 30, 2026, the Company had accrued a liability totaling $11.0 million for potential losses from additional taxes, interest and penalties resulting from the unsettled SAT audit assessments based upon estimates developed in collaboration with its Mexican tax and legal advisors for the ongoing audits and appeals. The Company believes it has properly applied the applicable tax laws for all periods audited by SAT and has reasonably supported its positions.
The Company does not believe that the final outcome of these tax assessments, appeals process and other ongoing tax audits will have a material adverse effect on the Company’s financial position or results of operations. Final resolution of these matters may require several years, and the Company believes it is remote that any developments in the next 12 months would adversely affect its positions or have a material impact on the Company's results. While the Company is confident in a favorable resolution, an unexpected adverse final outcome in any of the pending appeals could have a material impact on the Company's financial position and operating results. The Company will continue to update its estimates related to these pending proceedings as new information warrants.
- Earnings Per Share
Basic earnings per common share was calculated by dividing net income by the weighted-average number of common shares and Jones Act Warrants outstanding during the period. Diluted earnings per common share was calculated by dividing net income by the weighted-average number of common shares and Jones Act Warrants outstanding during the period plus the effect of dilutive Creditor Warrants, stock options, restricted stock unit awards and performance-based stock unit awards. Weighted-average number of common shares outstanding was calculated by using the sum of the shares and Jones Act Warrants determined on a daily basis divided by the number of days in the period.
In connection with the Merger completed on September 1, 2026, each issued and outstanding share of Legacy Hornbeck common stock was converted into Company common stock at an exchange ratio of 10.27167, and each outstanding Legacy Hornbeck Creditor Warrant was converted into 7.556 shares of Company common stock, in each case with cash paid in lieu of fractional shares pursuant to the Merger Agreement. Additionally, the Company assumed Legacy Hornbeck's issued and outstanding Jones Act Warrants and each warrant became exercisable into 10.27167 shares of Company common stock at an exercise price of $0.00001 per share, subject to the U.S. citizen determination procedures. Accordingly, the weighted-average number of common shares and Jones Act Warrants outstanding for periods prior to the Merger has been retrospectively adjusted to reflect the exchange ratio.
The table below reconciles the Company’s earnings (loss) per share (in thousands, except for per share data):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Net income (loss) | $(85,689) | $51,926 | $(55,451) | $126,659 |
| Weighted-average number of shares of common stock outstanding (1) (2) | 213,236 | 164,542 | 177,090 | 164,368 |
| Add: Net effect of dilutive stock options, restricted stock units, and Creditor Warrants (3) (4) (5) (6) | — | 19,856 | — | 19,796 |
| Weighted-average number of dilutive shares of common stock outstanding | 213,236 | 184,398 | 177,090 | 184,164 |
| Earnings (loss) per common share: | ||||
| Basic earnings (loss) per common share | $(0.40) | $0.32 | $(0.31) | $0.77 |
| Diluted earnings (loss) per common share | $(0.40) | $0.28 | $(0.31) | $0.69 |
(1)The Company included 103,637 and 103,637 Jones Act Warrants in the weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2026, respectively, and 107,790 and 107,790 Jones Act Warrants in the weighted-average number of shares of common stock outstanding for the three and nine months ended September 30, 2025, respectively, which represents the weighted-average number of Jones Act Warrants existing at each period-end.
(2)Includes 1,082 and 1,082 fully vested restricted stock units that were settled upon close of the Merger for the three and nine months ended September 30, 2025, respectively. No such awards remained outstanding as of September 30, 2026.
(3)For the three and nine months ended September 30, 2026, potentially dilutive securities were excluded from the computation of diluted earnings per share because their inclusion would have been anti-dilutive due to the Company's net loss position. There were 5,393 shares that otherwise would have been included in the diluted per share calculations assuming the Company had earnings.
(4)Includes 1,620 and 1,493 previously unvested restricted stock units and 6,357 and 6,357 contingently-exercisable, vested restricted stock units in the weighted-average calculation for the three and nine months ended September 30, 2025. Both of these vested and were settled as a result of the Merger.
(5)Includes 4,845 and 4,846 dilutive previously unvested stock options in the weighted-average calculation for the three and nine months ended September 30, 2025, respectively. Dilutive unvested stock options issued by the Company are expected to fluctuate from quarter to quarter depending on the Company’s performance compared to a predetermined set of performance criteria. These stock options vested and settled as a result of the Merger, excluding 195 that vested but were not exercised.
(6)Includes 7,034 and 7,100 of in-the-money Creditor Warrants in the weighted-average calculation for the three and nine months ended September 30, 2025, respectively. All outstanding Creditor Warrants were converted to Company common stock on the Closing Date at an exchange ratio of 7.556, with cash paid in lieu of any fractional shares, pursuant to the Merger Agreement.
- Allowance for Credit Losses
The Company's customers are primarily major and independent, domestic and international, oil and oilfield service companies, as well as national oil companies, the U.S. military and renewable energy companies. The Company’s customers are granted credit on a short-term basis and related credit risks are considered minimal. The Company usually does not require collateral but does occasionally require letters of credit or payment-in-advance if undue credit risk is determined to exist with a particular contract or customer. The Company provides an estimate for credit losses based primarily on management’s judgment using the relative age of customer balances, historical losses, current economic conditions and individual evaluations of each customer to record an allowance for credit losses. Direct write-offs of receivables only occur when amounts are deemed uncollectible and all options for collection have been exhausted.
Activity in the allowance for credit losses was as follows (in thousands):
| Three Months Ended | ||
|---|---|---|
| September 30, | ||
| 2026 | 2025 | |
| Balance at July 1, | $8,084 | $6,900 |
| Current period provision for (reversal of) credit losses | (1,219) | 3,534 |
| Write-offs | — | — |
| Balance at September 30, | $6,865 | $10,434 |
| Nine Months Ended | ||
|---|---|---|
| September 30, | ||
| 2026 | 2025 | |
| Balance at January 1, | $7,511 | $7,929 |
| Current period provision for (reversal of) credit losses | (646) | 2,505 |
| Write-offs | — | — |
| Balance at September 30, | $6,865 | $10,434 |
- Property, Plant and Equipment
Property, plant and equipment consisted of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Vessels and vessel-related equipment | $1,994,696 | $787,262 |
| Non-vessel related property, plant, and equipment | 22,142 | 16,007 |
| Less: Accumulated depreciation | (189,794) | (145,267) |
| 1,827,044 | 658,002 | |
| Construction in progress (1) | 147,735 | 96,133 |
| Total | $1,974,779 | $754,135 |
(1) Includes $10.8 million and $2.6 million of accrued accounts payable as of September 30, 2026 and December 31, 2025, respectively. These amounts were excluded from the condensed consolidated statements of cash flows as non-cash items for the respective periods.
In September 2026, the Company consummated the sale ofone US-flagged HOS 240 class DP-1 OSV for net proceeds totaling $2.0 million, resulting in a net gain of $1.9 million. Prior to the sale, such 2000-built vessel was classified as held for sale on the Company's condensed consolidated balance sheet at a carrying value of $0.1 million.
The table below presents net book value of property, plant and equipment by geographic area(1) (in thousands, except for % of Total):
| September 30, · December 31, | ||||
|---|---|---|---|---|
| 2026 | % of Total | 2025 | % of Total | |
| United States | $1,272,753 | 64.4% | $678,216 | 89.9% |
| United Kingdom | 627,312 | 31.8% | — | —% |
| Mexico | 62,241 | 3.2% | 65,374 | 8.7% |
| Brazil | 12,230 | 0.6% | 10,545 | 1.4% |
| Other foreign countries | 243 | —% | — | —% |
| Total | $1,974,779 | 100.0% | 754,135 | 100.0% |
(1) Book values are attributed to geographic regions based on the country of domicile of the specific asset-owning subsidiary of the Company, not the current physical operating location of the asset as of any of the dates presented.
- Intangible Assets and Goodwill
The Company acquired goodwill and various intangible assets as a result of the Merger. The acquired intangible assets consist of contractual relationships, customer relationships, developed technology and know-how and backlog, which were recorded at their estimated fair values as of the Closing Date. Goodwill and indefinite-lived intangible assets, if any, are tested for impairment at least annually, or on a more frequent basis if events or changes in circumstances indicate that the carrying value may be impaired. Finite-lived intangible assets are amortized over their estimated useful lives.
On September 1, 2026, in addition to the assets acquired through the Merger, the Company entered into the Fourth Amended and Restated Trade Name and Trademark License Agreement with HFR, LLC to acquire brand and trade name license rights for the Hornbeck Brands for $17.4 million.
A summary of intangible assets is as follows (in thousands):
| Useful Life | Gross | Accumulated Amortization | Net | |
|---|---|---|---|---|
| Finite-lived intangible assets: | ||||
| Contractual relationships | 15 Years | $80,000 | $444 | $79,556 |
| Customer relationships | 10 Years | 73,500 | 613 | 72,887 |
| Developed technology and know-how | 10 Years | 40,000 | 333 | 39,667 |
| Backlog | 3 Years | 13,500 | 338 | 13,162 |
| Brand and trade name license rights | 10 Years | 17,400 | 145 | 17,255 |
| Total | $224,400 | $1,873 | $222,527 | |
The estimated amortization expense for intangible assets for the next five fiscal years is as follows (in thousands):
| 2026 (remaining three months) | $5,618 |
| 2027 | 22,473 |
| 2028 | 22,473 |
| 2029 | 22,473 |
| 2030 | 18,423 |
| Thereafter | 131,067 |
| Total | $222,527 |
A roll-forward of goodwill by business segment is as follows (in thousands):
| Well Intervention | Subsea Services | Total | |
|---|---|---|---|
| Balance at January 1, 2026 | $— | $— | $— |
| Goodwill acquired | — | 32,483 | 32,483 |
| Balance at September 30, 2026 | $— | $32,483 | $32,483 |
- Deferred Recertification Costs
The Company’s vessels and certain vessel-related equipment are required by regulation to be recertified after certain periods of time. The Company defers and amortizes certification costs, including drydocking costs incurred due to regulatory inspections, on a straight-line basis over the period to be benefited from such expenditures (typically between 24 and 60 months). Major replacements and improvements that extend the economic useful life or functional operating capability of a vessel or system are capitalized and depreciated over the asset's remaining economic useful life. Routine repairs and maintenance costs are expensed as incurred.
The amounts reported for deferred recertification costs on the condensed consolidated balance sheets as of September 30, 2026 and December 31, 2025, include costs associated with ongoing drydockings. Included in such capital costs are accruals for vendor costs incurred but not yet invoiced and paid. These accrual amounts totaling $11.3 million and $7.2 million as of September 30, 2026 and December 31, 2025, respectively, are excluded from cash flows from operating activities on the condensed consolidated statements of cash flows as non-cash items for the periods presented.
- Other Assets and Liabilities
Other current assets consist of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Claims receivable | $10,864 | $8,310 |
| Taxes receivable | 25,462 | 19,026 |
| Fuel inventory | 21,615 | 5,346 |
| Contract assets | 16,548 | — |
| Droshky receivable (1) | 29,299 | — |
| Miscellaneous receivables | 3,224 | 524 |
| Total | $107,012 | $33,206 |
(1) Represents the present value of receivables due from Marathon Oil Corporation for P&A work to be performed by us on Droshky field oil and gas properties acquired from Marathon Oil Corporation in 2019.
Other assets consist of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Deferred tax asset | $— | $16,034 |
| Restricted cash | 1,575 | — |
| Other deferred charges | 5,917 | 4,700 |
| Total | $7,492 | $20,734 |
Other current liabilities consist of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Asset retirement obligations | $36,194 | $— |
| Accrued taxes payable | 21,775 | 9,363 |
| Deferred contract revenue | 8,274 | 3,918 |
| Accrued interest | 5,768 | 3,571 |
| Other payables and liabilities | 10,391 | 4,137 |
| Total | $82,402 | $20,989 |
Other long-term liabilities consist of the following (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| Asset retirement obligations | $60,206 | $— |
| Mexican tax audit accrual | 11,039 | 2,684 |
| Other accrued costs | 7,035 | 5,680 |
| Total | $78,280 | $8,364 |
- Leases
The Company is obligated under certain operating leases for vessels, shore-based facilities, office space, temporary housing, equipment and vehicles. The Company has long-term lease agreements with certain third party vessel owners forseven in-chartered vessels, whose fixed charter terms, excluding options, expire on various dates between May 2028 and December 2031. The Company is obligated under finance leases for certain vehicles and equipment.
Lease expense for operating leases is recorded in general and administrative and operating expenses. Lease expense for finance leases is recorded in amortization and interest expense. Total lease expenses incurred for operating and finance leases were as follows: (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Finance lease expense: | ||||
| Amortization of right-of-use assets | $1,048 | $742 | $3,135 | $1,023 |
| Interest on lease liabilities | 199 | 190 | 657 | 236 |
| Operating lease expense | 8,137 | 1,100 | 10,068 | 3,635 |
| Variable lease expense | 15 | — | (242) | — |
| Short-term lease expense | 2,832 | 170 | 3,240 | 616 |
| Sublease income | (10) | — | (10) | — |
| Total | $12,221 | $2,202 | $16,848 | $5,510 |
Supplemental cash flow information related to leases was as follows (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Cash paid for amounts included in the measurement of lease liabilities: | ||||
| Operating cash flows for operating leases | $8,241 | $1,499 | $10,068 | $3,838 |
| Operating cash flows for financing leases | 199 | 190 | 657 | 238 |
| Financing cash flows for financing leases | 1,005 | 312 | 2,919 | 570 |
| Right-of-use assets obtained in exchange for lease obligations: | ||||
| Operating leases | $293,312 | $622 | $293,312 | $910 |
| Finance leases | 195 | 10,948 | 459 | 11,567 |
The table below presents future lease payments under non-cancelable long-term leases as well as related operating and finance lease liabilities as of September 30, 2026 (in thousands):
| Operating · Finance | |||
|---|---|---|---|
| 2026 (remaining three months) | $22,146 | $1,542 | |
| 2027 | 89,289 | 4,721 | |
| 2028 | 78,505 | 2,800 | |
| 2029 | 64,896 | 191 | |
| 2030 | 61,101 | 36 | |
| Thereafter | 43,062 | — | |
| Total lease payments | 358,999 | 9,290 | |
| Less: imputed interest | 52,403 | 766 | |
| Total lease liabilities | $306,596 | $8,524 | |
| Weighted-average remaining lease term (in years) | 4.54 | 1.94 | |
| Weighted-average discount rate | 7.1% | 9.0% | |
- Long-Term Debt
As of the dates indicated below, the Company had the following outstanding long-term debt (in thousands):
| September 30, | December 31, | |
|---|---|---|
| 2026 | 2025 | |
| MARAD Debt due 2027 | $5,001 | $— |
| First Lien Revolving Credit Facility due 2029 | — | — |
| Senior Notes due 2029 | 300,000 | — |
| Second Lien Term Loans due 2033 | 425,611 | 448,326 |
| 730,612 | 448,326 | |
| Unamortized debt premium (discount) | 7,239 | (5,763) |
| Unamortized debt issuance costs | (1,692) | (1,952) |
| Total debt | 736,159 | 440,611 |
| Less: current maturities | (40,429) | (30,259) |
| Long-term debt | $695,730 | $410,352 |
The table below presents maturities of outstanding debt as of September 30, 2026 (in thousands):
| 2026 (remaining three months) | $8,899 |
| 2027 | 42,640 |
| 2028 | 41,222 |
| 2029 | 345,362 |
| 2030 | 49,803 |
| Thereafter | 242,686 |
| Total | $730,612 |
The table below summarizes the Company's cash interest payments on each payment date (in thousands):
| Cash Interest Payments | Payment Dates | |
|---|---|---|
| MARAD Debt due 2027 | $83 | February 1 |
| First Lien Revolving Credit Facility due 2029 | — | Variable (based on interest election) (1) |
| Senior Notes due 2029 | 14,625 | March 1 and September 1 |
| Second Lien Term Loans due 2033 | 3,196 | First day of each month |
(1) As of September 30, 2026, there were no revolving loan amounts outstanding under the First Lien Revolving Credit Facility. The First Lien Revolving Credit Facility is subject to an unused fee of 1.0% per annum, paid quarterly, as applicable.
First Lien Revolving Credit Facility
On August 13, 2024, Legacy Hornbeck entered into the First Lien Revolving Credit Facility. On August 28, 2026, Legacy Hornbeck (as predecessor to Hercules Sub) amended the First Lien Revolving Credit Agreement pursuant to a First Incremental Facility Amendment, which became effective on the Closing Date upon consummation of the Merger and provided for $50.0 million of incremental revolving commitments on the same terms as the existing commitments, increasing the aggregate commitments under the First Lien Revolving Credit Facility from $75.0 million to $125.0 million. The First Lien Revolving Credit Agreement also permits Hercules Sub to increase the aggregate commitments under the First Lien Revolving Credit Facility to up to $250.0 million, upon satisfaction of certain conditions and subject to obtaining commitments from existing or new lenders. Hercules Sub's ability to borrow under the First Lien Revolving Credit Facility is subject to customary conditions precedent, including no default or event of default, representations and warranties being true and correct in all material respects, and pro forma compliance with the financial covenants therein.
The First Lien Revolving Credit Facility will mature on August 13, 2029. Borrowings under the First Lien Revolving Credit Facility are comprised of Base Rate Loans or SOFR Rate Loans, at the option of the Hercules Sub, and accrue interest as follows: (A) for Revolving Loans that are Base Rate Loans, a rate ranging from 1.75% to 2.75% (depending on the total net leverage ratio in effect at such time) per annum, plus the greatest of, subject to a 0.00% floor: (a) the Prime Rate in effect on such day, (b) the Federal Funds Rate in effect on such day plus 0.50%, subject to a 0.00% floor, and (c) the SOFR rate for a one month interest period on such day after giving effect to a floor of 0.00% per annum, plus 1.00% and (B) for Revolving Loans that are SOFR Rate Loans, a rate ranging from 2.75% to 3.75% (depending on the total net leverage ratio in effect at such time) per annum plus the Term SOFR rate, subject to a 0.00% floor, plus a credit spread adjustment of 0.10% per annum.
The First Lien Revolving Credit Facility has customary affirmative and negative covenants, including restrictions on Hercules Sub's and certain of its subsidiaries' ability to incur additional indebtedness, incur liens, make restricted payments, make optional prepayments on junior financings, engage in transactions with affiliates and make asset sales, in each case, subject to customary exceptions and baskets. The First Lien Revolving Credit Facility is subject to financial covenants that require Hercules Sub and certain of its subsidiaries, collectively, to have (i) if any Revolving Loans or letters of credit are drawn (and, in the case of letters of credit, not reimbursed), a maximum First Lien Revolving Credit Facility net leverage ratio (measured by Revolving Loans outstanding, net of unrestricted cash and cash equivalents of up to $25.0 million, to consolidated adjusted EBITDA) of no more than 1.00 to 1.00, (ii) minimum liquidity (measured by unrestricted cash and cash equivalents, together with undrawn Revolving Loan commitments) of $25.0 million, (iii) a collateral coverage ratio (measured by total first and second-lien debt outstanding) of no less than 1.50 to 1.00, and (iv) a First Lien Revolving Credit Facility collateral coverage ratio (measured by total outstanding Revolving Loans, net of unrestricted cash and cash equivalents up to $25.0 million) of no less than 3.00 to 1.00, in each case, tested as of the end of each fiscal quarter, beginning with the first full fiscal quarter ending after the facility closing date. However, failure to meet such financial covenants will not result in a default or event of default at any time when no Revolving Loans are outstanding and will instead prohibit Hercules Sub from borrowing any Revolving Loans under the First Lien Revolving Credit Facility until certain conditions precedent to borrowing are satisfied. To the extent either of the collateral coverage ratio covenants under the First Lien Revolving Credit Facility are not met as of the end of any fiscal quarter, Hercules Sub will have the opportunity to cure such shortfall by making a mandatory prepayment of the Revolving Loans in an amount such that compliance with such covenants would be met on a pro forma basis following such prepayment prior to the occurrence of any default or event of default thereunder.
The obligations under the First Lien Revolving Credit Facility are guaranteed by certain of Hercules Sub’s domestic subsidiaries and are secured by first priority liens on substantially all of the assets of Hercules Sub and the subsidiary guarantors, including mortgages on certain of their U.S.-flagged vessels, subject to customary exceptions and permitted liens. The liens securing the First Lien Revolving Credit Facility rank senior to the liens securing the Second Lien Term Loans due 2033 pursuant to an intercreditor agreement. The First Lien Revolving Credit Facility includes a $25.0 million sublimit for the issuance of letters of credit. Hercules Sub is required to pay a quarterly unused line fee of 1.00% per annum on the undrawn commitments, letter of credit fees equal to the applicable margin for SOFR Rate Loans and customary fronting fees. Hercules Sub may voluntarily reduce or terminate the unused commitments and prepay Revolving Loans without premium or penalty, subject to customary breakage costs.
On March 4, 2026, Legacy Hornbeck (as predecessor in interest to Hercules Sub) drew $25.0 million of cash borrowings under the First Lien Revolving Credit Facility. On September 8, 2026, Hercules Sub repaid the $25.0 million of cash borrowings under the First Lien Revolving Credit Facility.
As of September 30, 2026, there were no amounts drawn and no letters of credit outstanding under the First Lien Revolving Credit Facility. As of September 30, 2026, Hercules Sub and its subsidiaries were in compliance with all financial covenants required by the First Lien Revolving Credit Facility and the full $125.0 million of undrawn commitments under the facility was available to be borrowed for all permissible uses of proceeds, including working capital, subject to satisfaction of the conditions to borrowing described above.
The Company incurred $2.9 million in deferred financing costs paid to third parties related to the First Lien Revolving Credit Facility, which are included in other assets on the condensed consolidated balance sheet.
Senior Notes due 2029
On December 1, 2023, Legacy Helix issued $300.0 million aggregate principal amount of Senior Notes due 2029. The Senior Notes due 2029 bear interest at a fixed coupon of 9.75% per annum payable semi-annually in arrears on March 1 and September 1 of each year and mature on March 1, 2029, unless earlier redeemed or repurchased by the Company.
The Company may, at its option, redeem the Senior Notes due 2029, in whole or in part, at the redemption prices (expressed as percentages of the principal amount to be redeemed) set forth below, based on redemption occurring on or after March 1 of the applicable year, plus any accrued and unpaid interest through, but excluding, the redemption date.
| Year | Redemption Price |
|---|---|
| 2026 | 104.875% |
| 2027 | 102.438% |
| 2028 and thereafter | 100.000% |
Upon the occurrence of a Change of Control Triggering Event, as defined in the indenture governing the Senior Notes due 2029, the Company may be required to make an offer to repurchase all of the Senior Notes due 2029 then outstanding at a price equal to 101% of the principal amount thereof, plus any accrued and unpaid interest up to the repurchase date.
The indenture governing the Senior Notes due 2029 contains customary terms and covenants, including limitations on additional indebtedness, restricted payments, liens, asset sales, transactions with affiliates, mergers and consolidations, designation of unrestricted subsidiaries, and dividend and other restrictions affecting restricted subsidiaries.
The Senior Notes due 2029 are guaranteed on a senior unsecured basis by certain subsidiaries of the Company, as well as certain future subsidiaries that may guarantee certain of the Company's and its subsidiaries' indebtedness. The Senior Notes due 2029 are junior in right of payment to all of the Company's existing and future secured indebtedness and obligations, to the extent of the applicable collateral, and rank equally in right of payment with all of the Company's existing and future senior unsecured indebtedness. The Senior Notes due 2029 rank senior in right of payment to any of the Company's future subordinated indebtedness and are fully and unconditionally guaranteed by the guarantors described above on a senior basis.
MARAD Debt
In 2005, Legacy Helix, through its subsidiary CDI-Title XI, issued U.S. Government Guaranteed Ship Financing Bonds, Q4000 Series (the “MARAD Debt”), to refinance the construction financing obtained in 2002 for the Q4000 vessel. The MARAD Debt is guaranteed by the U.S. government under the Title XI Federal Ship Financing Program, which is administered by the Maritime Administration (“MARAD”) pursuant to Title XI of the Merchant Marine Act of 1936. CDI-Title XI's obligation to reimburse MARAD in the event CDI-Title XI fails to repay the MARAD Debt is secured by the Q4000 and is 50% guaranteed by the Company. In addition, the Company has agreed to bareboat charter the Q4000 from CDI-Title XI while the MARAD Debt remains outstanding. The MARAD Debt is payable in equal semi-annual installments through February 2027 and bears interest at a rate of 4.93%.
Second Lien Term Loans due 2033
On December 27, 2024, Legacy Hornbeck entered into a second-lien term loan credit agreement with Stonebriar Commercial Finance, LLC, as administrative agent, and Wilmington Trust, National Association, as collateral trustee, and the lenders party thereto, resulting in $450.0 million of second-lien term loans with a maturity date of January 1, 2033, or the Second Lien Term Loans due 2033. Legacy Hornbeck received proceeds of $443.3 million, net of a 1.5% origination fee, and utilized such proceeds to (i) repay in full the then-outstanding $349.0 million, including accumulated paid-in-kind interest, of Second Lien Term Loans due 2026, (ii) pay $7.0 million of related accrued cash interest, (iii) pay a $5.1 million associated redemption fee, (iv) pay $2.0 million in non-lender fees and expenses, and (v) partially fund the repurchase of $78.4 million of certain equity securities and $7.1 million of outstanding stock-based compensation awards associated with tender offers to purchase for cash such equity instruments in December 2024.
The Second Lien Term Loans due 2033 are scheduled to be repaid in (i)12 consecutive equal monthly installments of interest, payable on the first day of each month commencing January 1, 2025, (ii) followed by 84 consecutive equal monthly payments of principal and interest, payable on the first day of each consecutive month, and (iii) a final balloon payment in the amount of all unpaid principal, accrued and unpaid interest and any other amounts that may become due under the Second Lien Term Loan Credit Agreement on the maturity date of January 1, 2033. Borrowings bear interest at a fixed rate of 9.25% per annum. Hercules Sub may fully prepay the Second Lien Term Loans due 2033 on any monthly payment date prior to maturity, subject to the prepayment fee schedule set forth below. Hercules Sub is permitted to partially prepay up to $100.0 million in the aggregate during the term of the Second Lien Term Loans due 2033. Any voluntary prepayment (in whole or in part) and certain mandatory prepayments must be accompanied by a prepayment fee equal to (i)3.00% of the prepaid principal amount on or prior to December 27, 2026, (ii)2.00% of the prepaid principal amount after December 27, 2026 but on or prior to December 27, 2027, and (iii)1.00% of the prepaid principal amount thereafter.
The Second Lien Term Loans due 2033 are guaranteed by certain of the Hercules Sub's domestic subsidiaries and are secured by second priority liens on substantially all of the assets of Hercules Sub and the subsidiary guarantors, including mortgages on certain of their U.S.-flagged vessels. The credit agreement contains customary representations and warranties, affirmative and negative covenants (including restrictions on the incurrence of indebtedness and liens, restricted payments, investments, asset sales, fundamental changes and transactions with affiliates, subject to customary exceptions and baskets) and events of default, but only one financial maintenance covenant, which requires Hercules Sub and certain of its subsidiaries to maintain at least $25.0 million of unrestricted cash and cash equivalents as of the last day of each fiscal quarter. As of September 30, 2026, Hercules Sub and its subsidiaries were in compliance with such financial covenant.
The Company estimates the fair value of its First Lien Revolving Credit Facility, Senior Notes due 2029, MARAD Debt, and Second Lien Term Loans due 2033 by primarily using quoted market prices. Given the observability of the inputs to these estimates, the Company has assigned a level 2 of the three-level valuation hierarchy. The interest rate on the First Lien Revolving Credit Facility is variable and the Company has concluded that face value approximates fair value of such facility as of September 30, 2026. As of the dates indicated below, the Company had the following face values, carrying values and fair values (in thousands):
| September 30, 2026 | December 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Face Value | Carrying Value | Fair Value | Face Value | Carrying Value | Fair Value | |
| MARAD Debt due 2027 (1) | $5,001 | 4,996 | $4,987 | $— | $— | $— |
| Senior Notes due 2029 (2) | 300,000 | 312,253 | 309,750 | — | — | — |
| Second Lien Term Loans due 2033 (3) | 425,611 | 418,910 | 425,611 | 448,326 | 440,611 | 448,326 |
| First Lien Revolving Credit Facility due 2029 (4) | — | — | — | — | — | — |
| Total | $730,612 | $736,159 | $740,348 | $448,326 | $440,611 | $448,326 |
(1) The carrying value of the MARAD Debt due 2027 includes unamortized debt discount of $5.
(2) The carrying value of the Senior Notes due 2029 includes unamortized debt premium of $12,253.
(3) The carrying value of the Second Lien Term Loans due 2033 includes unamortized original issue discount of $5,009 and $5,763, respectively, and unamortized deferred financing costs of $1,692 and $1,952, respectively.
(4) As of September 30, 2026, there wereno borrowings outstanding under the First Lien Revolving Credit Facility due 2029.
- Asset Retirement Obligations
The Company's asset retirement obligations ("AROs") relate to the Droshky and Thunder Hawk offshore oil and gas properties acquired by Legacy Helix. These obligations represent the estimated costs required to decommission the related facilities upon cessation of field operations. The AROs are measured on a discounted basis and are classified within other current liabilities for the portion expected to be settled within the next twelve months and other liabilities for the long-term portion. As of September 30, 2026, the Company expects to complete the decommissioning of the Droshky field within the next twelve months. The following table presents the current-period changes in the Company's AROs (in thousands):
| Current | Long-Term | Total | |
|---|---|---|---|
| Balance at January 1, 2026 | $— | $— | $— |
| AROs assumed | 35,911 | 59,949 | 95,860 |
| Accretion expense | 283 | 257 | 540 |
| Balance at September 30, 2026 | $36,194 | $60,206 | $96,400 |
- Commitments and Contingencies
Vessel Construction
In October 2023, Legacy Hornbeck entered into a final settlement of a dispute with the Surety, and Gulf Island, related to the construction oftwo MPSV newbuilds. Pursuant to the settlement agreement, Gulf Island released all claims asserted against Legacy Hornbeck and Legacy Hornbeck released its claims against Gulf Island and the Surety. Further, the Surety agreed to take over and complete the construction of thetwo U.S.-flagged, Jones Act-qualified, HOS 400 class MPSVs. Eastern Shipbuilding Group, Inc., or Eastern, was contracted by the Surety to complete the construction of thetwo MPSVs. Legacy Hornbeck was obligated to pay only the remaining portion of the original shipyard contract price for thetwo MPSVs, which then-amounted to $53.8 million in the aggregate on the settlement date, but was subsequently reduced to $42.6 million for liquidated damages resulting from shipyard delays. The Surety is required to cure all defaults of Gulf Island and pay all completion costs in excess of the $42.6 million remaining original contract price, excluding any approved change orders arising after the settlement date. There is no cap on the Surety's completion costs. As of September 30, 2026, the Company has fulfilled its $42.6 million contractual obligation and all remaining construction costs are to be paid by the Surety to Eastern.
Following physical delivery by Eastern, which is expected in 2027, each vessel will undergo crane and other system installations, which should make the first vessel available for commercial service in 2027 and the second vessel in early 2028. In addition to the previously paid $42.6 million contractual obligation, the Company has also paid $34.9 million in the aggregate for outfitting, engineering, overhead and the post-delivery discretionary enhancements. As of September 30, 2026, the Company expects $74.4 million of total remaining cash outlays for the two vessels, excluding capitalized interest.
Newbuild ROV Systems
In August 2026, Legacy Hornbeck entered into an agreement to purchase eight newbuild work-class ROV systems and related equipment for approximately $56.4 million to convert or enhance certain of its MPSVs to include integrated ROV capabilities to support subsea service operations. Deliveries are expected to commence in the second quarter of 2027 and continue throughout 2027. Four of the ROV systems are designated for the Company’stwo MPSV newbuilds. As of September 30, 2026, the Company had incurred $0.4 million of costs related to the purchase of the ROV systems.
Contingencies
In the normal course of its business, the Company becomes involved in various claims and legal proceedings in which monetary damages are sought. It is management’s opinion that the Company’s liability, if any, under such claims or proceedings would not materially affect the Company’s financial position or results of operations. The Company insures against losses relating to its vessels, pollution and third party liabilities, including claims by employees under Section 33 of the Merchant Marine Act of 1920. Third party liabilities and pollution claims that relate to vessel operations are covered by the Company’s entry in mutual protection and indemnity associations, or P&I Clubs, as well as by marine and energy liability policies in excess or in place of the P&I Clubs' mutual coverage. The Company provides reserves for any individual claim deductibles for which the Company remains responsible by using an estimation process that considers Company-specific and industry data, as well as management’s experience, assumptions and consultation with outside counsel. As additional information becomes available, the Company will assess the potential liability related to its pending claims and revise its estimates. Although historically revisions to such estimates have not been material, changes in estimates of the potential liability could materially impact the Company’s results of operations, financial position or cash flows. The Company had accrued $1.0 million and $0.6 million for potential insurance deductibles or losses associated with such claims as of September 30, 2026 and December 31, 2025, respectively.
Brazil Importation Tax Assessment
In April 2021, Legacy Hornbeck received notification from the Brazilian tax authorities of an importation tax assessment against the HOS Achiever with respect to the vessel’s services contract in Brazil from February 2019 to January 2020. At the time of the HOS Achiever’simportation, Legacy Hornbeck was granted a statutorily available tax exemption based on the vessel’s functional capabilities and intended use under the services contract. The tax authorities subsequently asserted that the HOS Achiever does not qualify for the applicable exemption. The Company believes the HOS Achiever does, in fact, meet the criteria set forth under the applicable law and is defending its position in a Brazilian court. While the final outcome of this assessment is uncertain and could possibly result in the payment and loss of an estimated $6.0 million to $13.0 million in related importation taxes and penalties, the Company believes there is a high likelihood that its position will prevail and the exemption will be granted in accordance with the law. Furthermore, the Company believes that any amounts that may become due in connection with this matter should be recoverable from its customer under the terms of the vessel’s services contract. Accordingly, the Company has not accrued any liability for potential losses that may result from this matter.
- Stockholders' Equity
The Company's amended Certificate of Incorporation effective September 1, 2026 authorizes the issuance of up to 410,000,000 shares of the Company's capital stock, consisting of 400,000,000 shares of common stock, par value $0.00001 per share, and 10,000,000 shares of preferred stock, par value $0.00001 per share. As of September 30, 2026, the Company had 221,971,035 shares of Company common stock issued and outstanding. The Company also had 10,089,644 outstanding Jones Act Warrants, exercisable for an aggregate of 103,637,456 shares of Company common stock, as of September 30, 2026. On a combined basis, the Company common stock and Jones Act Warrants represent a total of 325,608,491 shares.
On the date of the Merger, each issued and outstanding share of Legacy Hornbeck's common stock, par value $0.00001 per share, was converted into Company common stock at an exchange ratio of 10.27167 with cash paid in lieu of any fractional shares pursuant to the Merger Agreement. Additionally, each outstanding Legacy Hornbeck Creditor Warrant was converted into 7.556 shares of Company common stock, with cash paid in lieu of any fractional shares pursuant to the Merger Agreement. All share amounts presented for periods prior to September 1, 2026, have been retroactively adjusted to reflect the exchange ratio of 10.27167 established in connection with the Merger, consistent with the reverse acquisition accounting treatment of the transaction.
The Jones Act, which applies to companies that engage in U.S. coastwise trade, requires that, among other things, the aggregate ownership of common stock by non-U.S. citizens be not more than 25% of the Company’s outstanding common stock. In September 2020, in order to comply with the Jones Act, Legacy Hornbeck entered into the Jones Act Warrant Agreement, pursuant to which the Company issued warrants to eligible non-U.S. citizens in settlement of certain then-existing liabilities and in connection with an equity rights offering. Following the Merger, pursuant to the Amended and Restated Jones Act Warrant Agreement effective September 1, 2026, the Company assumed the Jones Act Warrants and each of the Company's outstanding Jones Act Warrants is exercisable into 10.27167 shares of Company common stock at an exercise price of $0.00001 per share, subject to the U.S. citizen determination procedures. The Jones Act Warrants expire on the date on which no warrants remain outstanding. Anti-Dilution Warrants are issuable to holders of the Jones Act Warrants in the event that cash dividends are paid on the Company's common stock.
The Company has a share repurchase program to repurchase issued and outstanding shares of Company common stock. The program was and remains suspended following the announcement of the Merger until further resolution from the Company's Board of Directors. As of September 30, 2026, approximately $128.4 million remained authorized for the repurchase of shares under the program.
- Reportable Segments
The Company operates its core business through three reportable segments: (i) Marine Transportation & Specialty, (ii) Subsea Services, and (iii) Well Intervention.
Operates vessels primarily for the transportation of equipment, materials and supplies to the offshore energy and defense industries;
Delivers a range of specialized applications including offshore accommodation, remote control/autonomous navigation capabilities, and customized solutions for defense support.
Operates vessels and specialized equipment to deliver a wide range of deepwater and ultra-deepwater subsea services primarily to the offshore energy industry including subsea construction, trenching, IRM, survey, commissioning, field decommissioning and site clearance.
Operates vessels and specialized equipment to provide subsea well intervention services to the offshore energy industry with a focus on deepwater production maximization and well abandonment.
The Company's reportable segments are strategic business units that utilize different mixes of vessels and equipment to perform a diverse range of services. As the chief operating decision maker (CODM), the Company's Chief Executive Officer evaluates operating results by segment to assess performance and allocate resources.
The CODM utilizes segment operating income or loss to measure segment profitability and to evaluate actual results against expectations. The CODM also uses segment operating income or loss to allocate Company resources, including employees, property, and financial resources, to each segment. Asset information by segment is not regularly reviewed by the CODM and is not used in assessing segment performance or allocating resources.
Our non-core business is reflected within Other in our segment results and primarily consists of production operations from certain owned offshore oil and gas properties. Unallocated Expense primarily consists of corporate costs and other items not directly associated with a specific business segment, including cash incentive and stock-based compensation plans, merger and integration costs, office lease expense, and other corporate general and administrative expenses.
The following tables present the Company's segment revenue and operating income (loss) (in thousands), which is calculated in a consistent manner as the same measure presented in the condensed consolidated statements of operations. The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM.
| Three Months Ended September 30, 2026 | |||||||
|---|---|---|---|---|---|---|---|
| Marine Transportation & Specialty | Subsea Services | Well Intervention | Total Reportable Segments | Other | Unallocated Expense | Total | |
| Revenue: | |||||||
| Vessel revenue | $141,223 | $53,324 | $76,612 | $271,159 | $— | $— | $271,159 |
| Non-vessel revenue | 12,252 | 5,036 | 1,388 | 18,676 | 3,506 | — | 22,182 |
| Total revenue | 153,475 | 58,360 | 78,000 | 289,835 | 3,506 | — | 293,341 |
| Cost and expenses: | |||||||
| Operating expense | 86,474 | 32,110 | 44,318 | 162,902 | 2,872 | — | 165,774 |
| Depreciation expense | 11,220 | 2,865 | 5,962 | 20,047 | — | 175 | 20,222 |
| Amortization expense | 14,241 | 4,301 | 459 | 19,001 | — | 196 | 19,197 |
| General and administrative expense | 1,337 | 975 | 1,239 | 3,551 | 90 | 23,851 | 27,492 |
| Stock-based compensation expense | — | — | — | — | — | 43,368 | 43,368 |
| Merger and integration costs | — | — | — | — | — | 78,980 | 78,980 |
| Total cost and expenses | 113,272 | 40,251 | 51,978 | 205,501 | 2,962 | 146,570 | 355,033 |
| Gain (loss) on sale of assets | 1,911 | (8) | — | 1,903 | 41 | — | 1,944 |
| Operating income (loss) | $42,114 | $18,101 | $26,022 | $86,237 | $585 | $(146,570) | $(59,748) |
| Three Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Marine Transportation & Specialty | Subsea Services | Well Intervention | Total Reportable Segments | Other | Unallocated Expense | Total | |
| Revenues: | |||||||
| Vessel revenue | $146,582 | $39,863 | $— | $186,445 | $— | $— | $186,445 |
| Non-vessel revenue | 12,671 | — | — | 12,671 | — | — | 12,671 |
| Total revenue | 159,253 | 39,863 | — | 199,116 | — | — | 199,116 |
| Cost and expenses: | |||||||
| Operating expense | 80,605 | 12,832 | — | 93,437 | — | — | 93,437 |
| Depreciation expense | 9,065 | 961 | — | 10,026 | — | — | 10,026 |
| Amortization expense | 8,666 | 2,578 | — | 11,244 | — | — | 11,244 |
| General and administrative expense | — | — | — | — | — | 22,259 | 22,259 |
| Stock-based compensation expense | — | — | — | — | — | 1,737 | 1,737 |
| Merger and integration costs | — | — | — | — | — | — | — |
| Total cost and expenses | 98,336 | 16,371 | — | 114,707 | — | 23,996 | 138,703 |
| Gain (loss) on sale of assets | (15) | (3) | — | (18) | — | 161 | 143 |
| Operating income (loss) | $60,902 | $23,489 | $— | $84,391 | $— | $(23,835) | $60,556 |
| Nine Months Ended September 30, 2026 | |||||||
|---|---|---|---|---|---|---|---|
| Marine Transportation & Specialty | Subsea Services | Well Intervention | Total Reportable Segments | Other | Unallocated Expense | Total | |
| Revenue: | |||||||
| Vessel revenue | $415,525 | $110,415 | $76,612 | $602,552 | $— | $— | $602,552 |
| Non-vessel revenue | 36,834 | 5,036 | 1,388 | 43,258 | 3,506 | — | 46,764 |
| Total revenue | 452,359 | 115,451 | 78,000 | 645,810 | 3,506 | — | 649,316 |
| Cost and expenses: | |||||||
| Operating expense | 245,417 | 63,109 | 44,318 | 352,844 | 2,872 | — | 355,716 |
| Depreciation expense | 33,480 | 4,861 | 5,962 | 44,303 | — | 175 | 44,478 |
| Amortization expense | 38,308 | 8,341 | 459 | 47,108 | — | 196 | 47,304 |
| General and administrative expense | 1,337 | 975 | 1,239 | 3,551 | 90 | 62,081 | 65,722 |
| Stock-based compensation expense | — | — | — | — | — | 47,618 | 47,618 |
| Merger and integration costs | — | — | — | — | — | 91,425 | 91,425 |
| Total cost and expenses | 318,542 | 77,286 | 51,978 | 447,806 | 2,962 | 201,495 | 652,263 |
| Gain (loss) on sale of assets | 3,552 | (4) | — | 3,548 | 38 | — | 3,586 |
| Operating income (loss) | $137,369 | $38,161 | $26,022 | $201,552 | $582 | $(201,495) | $639 |
| Nine Months Ended September 30, 2025 | |||||||
|---|---|---|---|---|---|---|---|
| Marine Transportation & Specialty | Subsea Services | Well Intervention | Total Reportable Segments | Other | Unallocated Expense | Total | |
| Revenue: | |||||||
| Vessel revenue | $406,184 | $101,398 | $— | $507,582 | $— | $— | $507,582 |
| Non-vessel revenue | 37,963 | — | — | 37,963 | — | — | 37,963 |
| Total revenue | 444,147 | 101,398 | — | 545,545 | — | — | 545,545 |
| Cost and expenses: | |||||||
| Operating expense | 241,812 | 38,857 | — | 280,669 | — | — | 280,669 |
| Depreciation expense | 27,097 | 2,919 | — | 30,016 | — | — | 30,016 |
| Amortization expense | 22,649 | 7,560 | — | 30,209 | — | — | 30,209 |
| General and administrative expense | — | — | — | — | — | 57,274 | 57,274 |
| Stock-based compensation expense | — | — | — | — | — | 5,190 | 5,190 |
| Merger and integration costs | — | — | — | — | — | — | — |
| Total cost and expenses | 291,558 | 49,336 | — | 340,894 | — | 62,464 | 403,358 |
| Gain (loss) on sale of assets | 12,808 | (3) | — | 12,805 | — | 217 | 13,022 |
| Operating income (loss) | $165,397 | $52,059 | $— | $217,456 | $— | $(62,247) | $155,209 |
The following table provides a reconciliation of segment operating income (loss) to income (loss) before income taxes (in thousands):
| Three Months Ended · Nine Months Ended | ||||
|---|---|---|---|---|
| September 30, | September 30, | |||
| 2026 | 2025 | 2026 | 2025 | |
| Reconciliation of segment profit or loss: | ||||
| Segment operating income (loss) | $86,237 | $84,391 | $201,552 | $217,456 |
| Unallocated expenses and other | (145,985) | (23,835) | (200,913) | (62,247) |
| Net interest expense | (13,095) | (6,308) | (29,632) | (19,892) |
| Other non-operating income (loss), net | (606) | (219) | (3,862) | (215) |
| Income (loss) before income taxes | $(73,449) | $54,029 | $(32,855) | $135,102 |
The Company has attributed certain balance sheet accounts, including property, plant and equipment, goodwill and identifiable intangible assets to its reportable segments. These amounts are presented below to provide additional information regarding the Company's reportable segments and do not represent a measure of segment assets reviewed by the CODM for purposes of assessing performance or allocating resources.
The following table provides property, plant and equipment, goodwill and intangible assets assigned to each reportable segment as of the dates presented in the unaudited condensed consolidated balance sheets (in thousands):
| September 30, 2026 | ||||||
|---|---|---|---|---|---|---|
| Well Intervention | Subsea Services | Marine Transportation & Specialty | Other | Unallocated Expense | Total | |
| Property, plant and equipment, net | $1,039,842 | $338,534 | $535,138 | $1,550 | $59,715 | $1,974,779 |
| Goodwill | — | 32,483 | — | — | — | 32,483 |
| Intangible assets, net | 79,555 | 125,717 | — | — | 17,255 | 222,527 |
| December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Well Intervention | Subsea Services | Marine Transportation & Specialty | Other | Unallocated Expense | Total | |
| Property, plant and equipment, net | $— | $150,861 | $557,603 | $— | $45,671 | $754,135 |
| Goodwill | — | — | — | — | — | — |
| Intangible assets, net | — | — | — | — | — | — |
- Related Party Transactions
Pursuant to the terms of the Fourth Amended and Restated Trade Name and Trademark License Agreement entered into by and between the Company and HFR, LLC, the Company made payments of $20.0 million and $1.5 million during the nine months ended September 30, 2026 and 2025, respectively, for licensing fees associated with the use of Hornbeck trade names, trademarks, and related logos. HFR, LLC is a Texas limited liability company owned by Todd M. Hornbeck and Troy A. Hornbeck. Todd M. Hornbeck serves as the Company's President and Chief Executive Officer. Troy A. Hornbeck is the brother of Todd M. Hornbeck and serves as the Company's Director of Vendor Relations. As of September 30, 2026 and December 31, 2025, the Company had accrued amounts payable to HFR, LLC totaling $0.0 million and $1.0 million, respectively.
On October 1, 2022, a member of Legacy Hornbeck’s Board of Directors assumed an officer role with an existing Legacy Hornbeck customer. The individual ceased serving as a member of the Board of Directors effective September 1, 2026, in connection with the Merger. For the nine months ended September 30, 2026 and 2025, the Company generated $33.6 million, or 5.2%, and $52.1 million, or 9.6%, of revenue, respectively, from contracts with such customer. The Company had outstanding accounts receivable from this customer totaling$5.6 million and $4.9 million as of September 30, 2026 and December 31, 2025, respectively.
- Subsequent Events
The Company has evaluated all subsequent events through November 9, 2026, which represents the date its financial statements were issued and determined that all materially relevant information known through this date has been appropriately addressed within the condensed consolidated financial statements and notes.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.