8-K

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): July 23, 2014

HERCULES OFFSHORE, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-51582	56-2542838
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
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.):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 23, 2014, Hercules Offshore, Inc. (“Hercules”) issued a press release reporting its second quarter 2014 results. The press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

The information furnished pursuant to Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed by Hercules under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release issued by Hercules dated July 23, 2014.

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.

	HERCULES OFFSHORE, INC.
Date: July 23, 2014	By:	/s/ Stephen M. Butz
		Stephen M. Butz
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

No.	Description
99.1	Press release issued by Hercules dated July 23, 2014.

EX-99.1

Exhibit 99.1

Hercules Offshore Announces Second Quarter 2014 Results

HOUSTON, July 23, 2014 -- Hercules Offshore, Inc. (Nasdaq: HERO) today reported income from continuing operations of $6.6 million, or $0.04 per diluted share, on revenue of $243.0 million for the second quarter 2014, compared to income from continuing operations of $16.6 million, or $0.10 per diluted share, on revenue of $211.5 million for the second quarter 2013. As outlined in the Reconciliation of GAAP to Non-GAAP Financial Measures, second quarter 2014 results included a pre-tax gain of $17.9 million, related to the sale of three of our cold-stacked drilling rigs, as well as a pre-tax charge of $4.8 million, related to early debt retirement and issuance costs. On an after-tax basis, these items approximated a net gain of $13.1 million, or $0.08 per diluted share. This compares to second quarter 2013 results that included a non-cash gain of $14.9 million, or $0.09 per diluted share, related to the adjustment of our former investment in Discovery Offshore S.A.

John T. Rynd, Chief Executive Officer and President of Hercules Offshore stated, "Second quarter results reflect a general slowdown in domestic drilling activity, as well as idle time on certain international rigs. The slowdown in the U.S. Gulf of Mexico has largely been driven by significant property transfers and consolidation among our customer base, which has led to disruptions in their respective drilling programs. Our latest discussions with various domestic customers suggest activity levels will rebound late this year. In the meantime, we have taken proactive measures to reduce costs, including our recent decision to postpone the regulatory survey on one of our domestic rigs until visibility improves. Dayrates remain firm in the U.S. Gulf of Mexico, as stable crude oil prices support customer economics. Our International Offshore segment was impacted by downtime, due in part to the contract termination on the Hercules 267 in Angola. Lastly, International Liftboats experienced wide fluctuations in utilization, principally due to poor weather in West Africa. Customer capital spending reductions in Nigeria has also hindered activity.

While our third quarter results will likely be impacted by the current operational challenges, conditions are expected to improve toward year end. We are also making progress on the construction of our newbuild rig, which holds a five year contract with Maersk Oil. This award demonstrates how we are able to leverage the skillset of our organization to advance the Company’s strategic initiatives of expanding our operational footprint and high-grading our fleet.”

Domestic Offshore

Revenue generated from Domestic Offshore for the second quarter 2014 increased by 10.5% to $140.4 million from $127.0 million in the second quarter 2013, driven by higher dayrates. Average revenue per rig per day increased by approximately 28.4% to $108,237 in the second quarter 2014 from $84,328 in the comparable 2013 period. Utilization declined to 79.2% in the second quarter 2014 from 88.8% in the second quarter 2013, largely as a result of the Hercules 150, Hercules 201 and Hercules 212 undergoing scheduled regulatory surveys and repairs during the period. Operating expenses of $63.5 million in the second quarter 2014 include a gain of $7.4 million from the sale of the Hercules 250 and Hercules 2002, compared to expenses of $65.6 million in the second quarter 2013. Domestic Offshore generated operating income of $57.3 million in the second quarter 2014 compared to operating income of $39.9 million in the second quarter 2013.

International Offshore

International Offshore revenue increased to $71.7 million in the second quarter 2014 from $48.8 million in the second quarter 2013, largely due to the addition of the Hercules Triumph and Hercules Resilience. The rig additions also contributed to a 35.8% increase in average revenue per rig per day to $157,637 for the second quarter 2014 from $116,079 in the second quarter 2013. Utilization fell to 62.5% in the second quarter 2014 from 78.1% in the second quarter 2013, primarily as a result of the contract termination for the Hercules 267 in Angola, downtime on the Hercules 261 to undergo its scheduled regulatory survey, and transit time between contracts on the Hercules Resilience. Operating expenses for the second quarter 2014 increased to $44.1 million from $33.7 million in the respective 2013 period, primarily due to the incremental operating cost associated with the rig additions, partially offset by a gain of $10.5 million from the sale of the Hercules 258. International Offshore recorded operating income of $6.7 million in the second quarter 2014 compared to an operating loss of $3.3 million in the prior year period.

International Liftboats

International Liftboats revenue was $30.9 million in the second quarter 2014, compared to $35.7 million in the prior year period. This revenue decline was driven by lower utilization, which averaged 61.0% during the second quarter 2014 compared to 70.5% in the same 2013 period, as budget constraints from some of our largest consumers in

Nigeria as well as weather related downtime impacted current period demand. Average revenue per liftboat per day was relatively flat at $24,162 in the second quarter 2014 compared to $24,207 in the second quarter 2013. Operating expenses during the second quarter 2014 were $19.1 million, compared to $19.6 million in the second quarter 2013. General and administrative expenses in the second quarter 2014 totaled $6.8 million and include approximately $5.3 million of bad debt expense in our West Africa region. International Liftboats recorded an operating loss of $0.7 million in the second quarter 2014 compared to operating income of $9.9 million in the second quarter 2013.

Non-GAAP

Certain non-GAAP performance measures and corresponding reconciliations to GAAP financial measures for the Company have been provided for meaningful comparisons between current results and prior operating periods. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. In order to fully assess the financial operating results, management believes that the adjusted income (loss) from continuing operations figures included in this release are appropriate measures of the continuing and normal operations of the Company. However, these measures should be considered in addition to, income from continuing operations, and not as a substitute for, or superior to, net income (loss), operating income, cash flows from operations, or other measures of financial performance prepared in accordance with GAAP. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the table that follows the financial statements. Please see the attached Reconciliation of GAAP to Non-GAAP Financial Measures for a complete description of the adjustments made to Operating Income, Income from Continuing Operations and Diluted Income per Share.

Conference Call Information

Hercules Offshore will conduct a conference call at 10:00 a.m. CDT (11:00 a.m. EDT) on July 23, 2014, to discuss its second quarter 2014 financial results. To participate in the call, dial 877-703-6103 (Domestic) or 857-244-7302 (International) and reference access code 53625660 approximately 10 minutes prior to the start of the call. The conference call will also be broadcast live via the Internet at http://www.herculesoffshore.com.

A replay of the conference call will be available by telephone on July 23, 2014, beginning at 2:00 p.m. CDT (3:00 p.m. EDT), through July 30, 2014. The phone number for the conference call replay is 888-286-8010 (Domestic) or 617-801-6888 (International) with access code 59712288. Additionally, the recorded conference call will be accessible through our website at http://www.herculesoffshore.com for 7 days after the conference call.

Additional Information

Headquartered in Houston, Hercules Offshore, Inc. operates a fleet of 36 jackup rigs, including one rig under construction, and 24 liftboats. The Company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in several key shallow water provinces around the world. For more information, please visit our website at http://www.herculesoffshore.com.

The news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements are subject to a number of risks, uncertainties and assumptions, including the factors described in Hercules Offshore's most recent periodic reports and other documents filed with the Securities and Exchange Commission, which are available free of charge at the SEC's website at http://www.sec.gov or the Company's website at http://www.herculesoffshore.com. Hercules Offshore cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.

Contact Information:

Son P. Vann, CFA

Vice President Investor Relations and Planning

Hercules Offshore, Inc.

713-350-8508

HERCULES OFFSHORE, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands)

	June 30, 2014		December 31, 2013
	(Unaudited)
ASSETS
Current Assets:
Cash and Cash Equivalents	$	191,905	$	198,406
Accounts Receivable, Net	198,275		220,139
Prepaids	41,771		20,395
Current Deferred Tax Asset	10,876		10,876
Other	14,153		17,363
	456,980		467,179
Property and Equipment, Net	1,819,400		1,808,526
Other Assets, Net	26,512		25,743
	$	2,302,892	$	2,301,448
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable	$	87,584	$	80,018
Accrued Liabilities	65,833		81,500
Interest Payable	32,281		33,067
Insurance Notes Payable	—		9,568
Other Current Liabilities	30,431		35,735
	216,129		239,888
Long-term Debt	1,210,796		1,210,676
Deferred Income Taxes	15,394		14,452
Other Liabilities	7,012		12,732
Commitments and Contingencies
Stockholders' Equity	853,561		823,700
	$	2,302,892	$	2,301,448

HERCULES OFFSHORE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenue	$	242,963		$	211,456		$	499,697		$	397,651
Costs and Expenses:
Operating Expenses	126,725			118,857			267,477			232,811
Depreciation and Amortization	43,670			37,928			83,753			72,866
General and Administrative	22,519			21,421			40,746			40,537
	192,914			178,206			391,976			346,214
Operating Income	50,049			33,250			107,721			51,437
Other Income (Expense):
Interest Expense	(26,069		)	(18,040		)	(48,970		)	(35,135		)
Loss on Extinguishment of Debt	(4,767		)	—			(19,925		)	—
Gain on Equity Investment	—			14,876			—			14,876
Other, Net	214			(1,511		)	364			(1,315		)
Income Before Income Taxes	19,427			28,575			39,190			29,863
Income Tax Benefit (Provision)	(12,781		)	(12,001		)	(12,628		)	27,009
Income from Continuing Operations	6,646			16,574			26,562			56,872
Loss from Discontinued Operations, Net of Taxes	—			(43,953		)	—			(49,089		)
Net Income (Loss)	6,646			(27,379		)	26,562			7,783
Loss attributable to Noncontrolling Interest	—			18			—			18
Net Income (Loss) attributable to Hercules Offshore, Inc.	$	6,646		$	(27,361	)	$	26,562		$	7,801
Net Income (Loss) attributable to Hercules Offshore, Inc. Per share:
Basic:
Income from Continuing Operations	$	0.04		$	0.10		$	0.17		$	0.36
Loss from Discontinued Operations	—			(0.27		)	—			(0.31		)
Net Income (Loss)	$	0.04		$	(0.17	)	$	0.17		$	0.05
Diluted:
Income from Continuing Operations	$	0.04		$	0.10		$	0.16		$	0.35
Loss from Discontinued Operations	—			(0.27		)	—			(0.30		)
Net Income (Loss)	$	0.04		$	(0.17	)	$	0.16		$	0.05
Weighted Average Shares Outstanding:
Basic	160,713			159,574			160,392			159,252
Diluted	161,795			161,442			161,839			161,283

HERCULES OFFSHORE, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2014			2013
Cash Flows from Operating Activities:
Net Income	$	26,562		$	7,801
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Depreciation and Amortization	83,753			83,764
Stock-Based Compensation Expense	4,771			5,169
Deferred Income Taxes	(5,213		)	(20,812		)
Gain on Equity Investment	—			(14,876		)
Provision for Doubtful Accounts Receivable	5,088			356
(Gain) Loss on Disposal of Assets, Net	(17,003		)	1,743
Asset Impairment	—			44,370
Other	4,220			3,585
Net Change in Operating Assets and Liabilities	(37,208		)	(19,493		)
Net Cash Provided by Operating Activities	64,970			91,607
Cash Flows from Investing Activities:
Acquisition of Assets, Net of Cash Acquired	—			(178,136		)
Capital Expenditures	(100,448		)	(80,699		)
Insurance Proceeds Received	9,067			—
Proceeds from Sale of Assets, Net	23,717			8,797
Net Cash Used in Investing Activities	(67,664		)	(250,038		)
Cash Flows from Financing Activities:
Long-term Debt Borrowings	300,000			—
Redemption of 7.125% Senior Secured Notes	(300,000		)	—
Redemption of 3.375% Convertible Senior Notes	—			(61,274		)
Payment of Debt Issuance Costs	(3,914		)	—
Other	107			1,170
Net Cash Used In Financing Activities	(3,807		)	(60,104		)
Net Decrease in Cash and Cash Equivalents	(6,501		)	(218,535		)
Cash and Cash Equivalents at Beginning of Period	198,406			259,193
Cash and Cash Equivalents at End of Period	$	191,905		$	40,658

HERCULES OFFSHORE, INC. AND SUBSIDIARIES SELECTED FINANCIAL AND OPERATING DATA (Dollars in thousands, except per day amounts) (Unaudited)
	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Domestic Offshore:
Number of rigs (as of end of period)	26			29			26			29
Revenue	$	140,383		$	126,998		$	283,648		$	248,113
Operating expenses	63,538			65,559			136,338			125,310
Depreciation and amortization expense	17,978			19,636			35,349			39,480
General and administrative expenses	1,584			1,902			3,132			3,467
Operating income	$	57,283		$	39,901		$	108,829		$	79,856
International Offshore:
Number of rigs (as of end of period)	10			11			10			11
Revenue	$	71,725		$	48,753		$	152,663		$	80,527
Operating expenses	44,061			33,667			91,599			65,578
Depreciation and amortization expense	19,075			12,767			35,701			22,787
General and administrative expenses	1,864			5,652			3,996			7,664
Operating income (loss)	$	6,725		$	(3,333	)	$	21,367		$	(15,502	)
International Liftboats:
Number of liftboats (as of end of period)	24			24			24			24
Revenue	$	30,855		$	35,705		$	63,386		$	69,011
Operating expenses	19,126			19,631			39,540			41,923
Depreciation and amortization expense	5,616			4,799			10,742			9,151
General and administrative expenses	6,826			1,338			8,253			2,848
Operating income (loss)	$	(713	)	$	9,937		$	4,851		$	15,089
Total Company:
Revenue	$	242,963		$	211,456		$	499,697		$	397,651
Operating expenses	126,725			118,857			267,477			232,811
Depreciation and amortization expense	43,670			37,928			83,753			72,866
General and administrative expenses	22,519			21,421			40,746			40,537
Operating income	50,049			33,250			107,721			51,437
Interest expense	(26,069		)	(18,040		)	(48,970		)	(35,135		)
Loss on extinguishment of debt	(4,767		)	—			(19,925		)	—
Gain on equity investment	—			14,876			—			14,876
Other, net	214			(1,511		)	364			(1,315		)
Income before income taxes	19,427			28,575			39,190			29,863
Income tax benefit (provision)	(12,781		)	(12,001		)	(12,628		)	27,009
Income from continuing operations	6,646			16,574			26,562			56,872
Loss from discontinued operations, net of taxes	—			(43,953		)	—			(49,089		)
Net income (loss)	6,646			(27,379		)	26,562			7,783
Loss attributable to noncontrolling interest	—			18			—			18
Net income (loss) attributable to Hercules Offshore, Inc.	$	6,646		$	(27,361	)	$	26,562		$	7,801

HERCULES OFFSHORE, INC. AND SUBSIDIARIES SELECTED FINANCIAL AND OPERATING DATA - (Continued) (Dollars in thousands, except per day amounts) (Unaudited)
	Three Months Ended June 30, 2014
	Operating Days	Available Days	Utilization (1)		Average Revenue per Day (2)		Average Operating Expense per Day (3)
Domestic Offshore	1,297	1,638	79.2	%	$	108,237	$	38,790
International Offshore	455	728	62.5	%	157,637		60,523
International Liftboats	1,277	2,093	61.0	%	24,162		9,138
	Three Months Ended June 30, 2013
	Operating Days	Available Days	Utilization (1)		Average Revenue per Day (2)		Average Operating Expense per Day (3)
Domestic Offshore	1,506	1,695	88.8	%	$	84,328	$	38,678
International Offshore	420	538	78.1	%	116,079		62,578
International Liftboats	1,475	2,093	70.5	%	24,207		9,379
	Six Months Ended June 30, 2014
	Operating Days	Available Days	Utilization (1)		Average Revenue per Day (2)		Average Operating Expense per Day (3)
Domestic Offshore	2,641	3,258	81.1	%	$	107,402	$	41,847
International Offshore	1,050	1,403	74.8	%	145,393		65,288
International Liftboats	2,476	4,163	59.5	%	25,600		9,498
	Six Months Ended June 30, 2013
	Operating Days	Available Days	Utilization (1)		Average Revenue per Day (2)		Average Operating Expense per Day (3)
Domestic Offshore	3,054	3,315	92.1	%	$	81,242	$	37,801
International Offshore	689	988	69.7	%	116,875		66,374
International Liftboats	2,925	4,104	71.3	%	23,594		10,215

_____________________________

(1) Utilization is defined as the total number of days our rigs or liftboats, as applicable, were under contract, known as operating days, in the period as a percentage of the total number of available days in the period. Days during which our rigs and liftboats were undergoing major refurbishments, upgrades or construction, and days during which our rigs and liftboats are cold stacked, are not counted as available days. Days during which our liftboats are in the shipyard undergoing drydocking or inspection are considered available days for the purposes of calculating utilization.

(2) Average revenue per rig or liftboat per day is defined as revenue earned by our rigs or liftboats, as applicable, in the period divided by the total number of operating days for our rigs or liftboats, as applicable, in the period.

(3) Average operating expense per rig or liftboat per day is defined as operating expenses, excluding depreciation and amortization, incurred by our rigs or liftboats, as applicable, in the period divided by the total number of available days in the period. We use available days to calculate average operating expense per rig or liftboat per day rather than operating days, which are used to calculate average revenue per rig or liftboat per day, because we incur operating expenses on our rigs and liftboats even when they are not under contract and earning a dayrate.

Hercules Offshore, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited)

(In thousands, except per share data)

We report our financial results in accordance with generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP performance measures and ratios may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. Non-GAAP financial measures we may present from time to time are operating income, net income or diluted earnings per share excluding certain charges or amounts. These adjusted income amounts are not a measure of financial performance under GAAP. Accordingly, they should not be considered as a substitute for operating income, income from continuing operations, net income, earnings per share or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three and six months ended June 30, 2014 and 2013. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the following table:

	Three Months Ended June 30,								Six Months Ended June 30,
	2014				2013				2014				2013
Operating Income:
GAAP Operating Income	$	50,049			$	33,268			$	107,721			$	51,455
Adjustment	(17,879		)	(a)	—				(17,879		)	(a)	—
Non-GAAP Operating Income	$	32,170			$	33,268			$	89,842			$	51,455
Other Expense:
GAAP Other Expense	$	(30,622	)		$	(4,675	)		$	(68,531	)		$	(21,574	)
Adjustment	4,767			(b)	(14,876		)	(c)	19,925			(d)	(14,876		)	(c)
Non-GAAP Other Expense	$	(25,855	)		$	(19,551	)		$	(48,606	)		$	(36,450	)
Benefit (Provision) for Income Taxes:
GAAP Benefit (Provision) for Income Taxes	$	(12,781	)		$	(12,001	)		$	(12,628	)		$	27,009
Tax Adjustment	—				—				—				(37,729		)	(e)
Non-GAAP Provision for Income Taxes	$	(12,781	)		$	(12,001	)		$	(12,628	)		$	(10,720	)
Income (Loss) from Continuing Operations attributable to Hercules Offshore, Inc.:
GAAP Income from Continuing Operations	$	6,646			$	16,592			$	26,562			$	56,890
Total Adjustment	(13,112		)		(14,876		)		2,046				(52,605		)
Non-GAAP Income (Loss) from Continuing Operations	$	(6,466	)		$	1,716			$	28,608			$	4,285
Diluted Earnings (Loss) per Share:
GAAP Diluted Earnings per Share	$	0.04			$	0.10			$	0.16			$	0.35
Adjustment per Share	(0.08		)		(0.09		)		0.02				(0.32		)
Non-GAAP Diluted Earnings (Loss) per Share	$	(0.04	)		$	0.01			$	0.18			$	0.03

_____________________________

(a) This amount represents a $17.9 million gain on the sale of three cold-stacked drilling rigs.

(b) This amount represents a charge of $4.8 million related to retirement of the remaining portion of our 7.125% senior secured notes in April 2014.

(c) This amount represents a non-cash gain of $14.9 million related to the adjustment of our investment in Discovery Offshore to fair market value at the date our controlling interest was obtained.

(d) This amount represents a charge of $19.9 million related to retirement of our 7.125% senior secured notes and issuance of our 6.75% senior notes.

(e) This amount represents a tax benefit recognized of $37.7 million related to the change in characterization of the Seahawk acquisition for tax purposes from a purchase of assets to a reorganization.