Hero 08_20138K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2013 HERCULES OFFSHORE, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 0-51582 | 56-2542838 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of incorporation) | | Identification No.) |
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9 Greenway Plaza, Suite 2200 | | |
Houston, Texas | | 77046 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (713) 350-5100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
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o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events
In May 2013, the Company entered into an agreement to sell eleven inland barge rigs, comprising the majority of the Inland segment fleet, and related assets for $45 million, and in July 2013 the Company closed on the sale of these Inland assets. Additionally, the Company had previously entered into a separate agreement to sell its Hercules 27 inland barge for $5.0 million, which closed in August 2013. As a result of the sale of the Inland barge assets and the Hercules 27 (the "Inland Transactions"), we classified the results of operations of the Inland barge assets included in the Inland Transactions as discontinued operations. The remaining assets of the Inland segment, which included spare equipment, one cold stacked barge and a barge that will be used as a training rig, have been transferred to the Domestic Offshore segment. The historical results of Domestic Offshore have also been recast to include the operating results of these assets.
In June 2013, the Company entered into an agreement to sell its U.S. Gulf of Mexico Liftboats and related assets (the "Domestic Liftboat Sale"). On July 1, 2013, the Company closed on the sale of the liftboats and related assets and received proceeds of approximately $54.4 million. As a result of the Domestic Liftboat Sale, we classified the results of operations of the Domestic Liftboats assets included in this sale as discontinued operations. In 2008 (2 vessels), 2009 (4 vessels), and 2012 (1 vessel) the Company transferred certain assets from its Domestic Liftboats segment to its International Liftboats segment. The historical results generated by these assets that were previously reported in the Domestic Liftboats segment are reported in the International Liftboats segment. As a result of these transfers, the historical results of International Liftboats have also been recast to include the operating results of these assets.
Accordingly, we have recast certain information of our filing to reflect these transactions for all periods presented included in the following sections of our Annual Report on Form 10-K for the year ended December 31, 2012 (the “Previously Filed Annual Report”):
(1) Our Annual Report on Form 10-K for the year ended December 31, 2012:
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• | Part II, Item 6. Selected Financial Data, |
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• | Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, |
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• | Part II, Item 7A. Quantitative and Qualitative Disclosures About Market Risk, and |
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• | Part II, Item 8. Financial Statements and Supplementary Data. |
As this Current Report on Form 8-K is being filed only for the purpose described above, and only affects the Items specified above, the other information in the Previously Filed Annual Report remains unchanged other than the omission of the “Outlook” section. No attempt has been made in this Current Report on Form 8-K to modify or update disclosures in the Previously Filed Annual Report, except as described above. This Current Report on Form 8-K does not reflect events occurring after the filing of the Previous Filed Annual Report or modify or update any related disclosures. Information in the Previously Filed Annual Report not affected by this Current Report on Form 8-K is unchanged and reflects the disclosure made at the time of the filing of the Company’s original 2012 Form 10-K with the Securities and Exchange Commission on March 1, 2013. Accordingly, this Current Report on Form 8-K should be read in conjunction with the Previously Filed Annual Report and the Company’s filings made with the Securities and Exchange Commission subsequent to the filing of the Previously Filed Annual Report, including any amendments to those filings. In addition, on August 23, 2013, the Company filed a separate Current Report on Form 8-K for the purpose of recasting certain information of our filing to reflect the results of operations of the Inland and Domestic Liftboat segments as discontinued operations for all periods presented included in certain sections of our Quarterly Report on Form 10-Q for the three months ended March 31, 2013.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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*23.1 | Consent of Ernst & Young LLP |
*99.1 | Updated Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk and Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2012 |
*101.INS | XBRL Instance Document |
*101.SCH | XBRL Schema Document |
*101.CAL | XBRL Calculation Linkbase Document |
*101.DEF | XBRL Definition Linkbase Document |
*101.LAB | XBRL Label Linkbase Document |
*101.PRE | XBRL Presentation Linkbase Document |
Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 406T of Regulations S-T that the interactive data filed is deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act 1934, and otherwise not subject to liability under these sections. The financial information contained in the XBRL-related documents is “unaudited” or “unreviewed.”
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| HERCULES OFFSHORE, INC. |
Date: August 23, 2013 | By: | /s/ Stephen M. Butz |
| | Stephen M. Butz |
| | Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
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No. | Description |
23.1 | Consent of Ernst & Young LLP |
99.1 | Updated Selected Financial Data, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Quantitative and Qualitative Disclosures About Market Risk and Financial Statements and Supplementary Data of our Annual Report on Form 10-K for the year ended December 31, 2012 |
101.INS | XBRL Instance Document |
101.SCH | XBRL Schema Document |
101.CAL | XBRL Calculation Linkbase Document |
101.DEF | XBRL Definition Linkbase Document |
101.LAB | XBRL Label Linkbase Document |
101.PRE | XBRL Presentation Linkbase Document |
Attached as Exhibit 101 to this report are documents formatted in XBRL (Extensible Business Reporting Language). Users of this data are advised pursuant to Rule 406T of Regulations S-T that the interactive data filed is deemed not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act 1934, and otherwise not subject to liability under these sections. The financial information contained in the XBRL-related documents is “unaudited” or “unreviewed.”