EX-99.1 2 deep_8k-ex9901.htm PRESS RELEASE ISSUED 08-16-10 deep_8k-ex9901.htm
EXHIBIT 99.1
 
 
 
NEWS RELEASE
 
August 16, 2010
OTC BB: DPDW
 
DEEP DOWN REPORTS SECOND QUARTER 2010 RESULTS
AND UPDATE ON CUMING ACQUISITION
 
 
Revenues increase 55 percent to $9.6 million
 
Gross profit increases 93 percent to $3.6 million
 
EBITDA turns positive to $742 thousand
 

 
HOUSTON – Aug. 16 /PRNewswire-FirstCall/ -- Deep Down, Inc. (OTC Bulletin Board: DPDW) (“Deep Down” or the “Company”), an oilfield services company specializing in products and services for the deepwater and ultra-deepwater oil and gas industry, today announced results for the second quarter of 2010. For the second quarter of 2010, Deep Down reported a net loss of $452 thousand, or $0.00 loss per share on revenues of $9.6 million compared to a loss of $1.8 million, or $0.01 loss per share on revenues of $6.2 million during the same quarter last year.
 
OPERATING RESULTS
 
Revenues increased by $3.4 million, or 55 percent to $9.6 million for the second quarter 2010 from $6.2 million for the same quarter last year. The increase was due primarily to increased revenues from the production of products for deepwater projects and ROV and other related services. During the second quarter 2010, the Company’s flotation plant ran at over 30 percentage points greater capacity for the production of buoyancy products compared to the same quarter last year. The higher demand for our ROV and other related services in the second quarter 2010 resulted primarily from customers commencing work that had previously been delayed, projects supporting relief efforts and work related to the increased emphasis on inspection and safety as a result of the oil spill in the U.S. Gulf of Mexico (“GOM”).
 
Gross profit increased $1.7 million to $3.6 million for the second quarter 2010, an increase of 93 percent over the same period of the prior year, reflecting an overall increase in the gross profit margin from 30 percent to 37 percent. The increase in gross profit and gross profit margin was due to the increased revenues described above and to the revenue mix which included higher margin ROV services and engineered subsea projects than during the same period last year.
 
When comparing the second quarter of 2010 to the second quarter of 2009, the operating loss was reduced by $2.1 million to a loss of $339 thousand primarily as a result of improved gross margin and a decrease in selling, general and administrative expenses (“SG&A”) of 9.8% as the Company continued to focus on more efficient operations.
 
EBITDA (please see definition in last paragraph below) for the second quarter of 2010 was $724 thousand compared to negative $1.6 million for the same period last year. This improvement was primarily driven by the increase in gross profit and lower SG&A.
 
"There will undoubtedly be greater regulatory scrutiny and higher costs associated with finding and developing hydrocarbon reserves in deep water, particularly in the GOM. Additionally, we believe that the international markets will be more important to our operations going forward as we continue our focus on Brazil and West Africa deepwater projects. The deepwater market remains one of the best frontiers for adding large hydrocarbon reserves with high production flow rates. We are well positioned to supply services and products required to support safe offshore and deepwater projects of our customers. Therefore, we anticipate demand for our deepwater services and products will continue to grow and we will continue to focus on this sector of the industry worldwide," stated Ronald E. Smith, Chief Executive Officer.
 
 
 

 
 
ACQUISITION
 
On May 3, 2010, the Company announced entry into a conditional purchase agreement ("Purchase Agreement") to acquire Cuming Corporation (or "Cuming"). Privately-held Cuming Corporation was founded in 1980 and is a leading manufacturer of buoyancy and insulation products with a wide range of deepwater oil and gas industry applications. Cuming's operations are highly complementary with those of Deep Down's Flotation Technologies subsidiary, which produces syntactic foam products for customers in the oil and gas, defense, scientific and industrial sectors. At the closing of the transaction, Deep Down expects to acquire 100% of the stock of Cuming for approximately $37 million in the form of a combination of cash and shares of Deep Down and assume approximately $13 million of net liabilities based upon Cuming's balance sheet as of December 31, 2009.
 
On July 13, 2010, Deep Down entered into an amendment to the Purchase Agreement, by and among Deep Down, Cuming and the selling stockholders (the "Amendment") dated effective as of June 30, 2010, to provide for an extension of the date on which Deep Down or the selling stockholders may terminate the Purchase Agreement. The Amendment extended the date for which either of Deep Down or the selling stockholders may terminate the Purchase Agreement if the acquisition is not completed to July 31, 2010, provided that the party wishing to terminate is not in breach of the Purchase Agreement. The acquisition has not been completed and the Company has not entered into another amendment to extend the closing date; however, neither party has terminated the agreement. The Company plans to finance the acquisition with a combination of debt and equity and is actively engaged in negotiating terms with several financial institutions and private equity firms. Nevertheless, consummation of the transaction remains subject to several conditions including Deep Down's obtaining adequate external financing to fund the approximately $34 million cash component of the purchase price.
 
WORKING CAPITAL
 
The Company's working capital declined by $3.9 million to a negative $2.8 million at June 30, 2010 from $1.1 million at December 31, 2009 primarily as a result of reclassifying $2.6 million of its long-term debt to current liabilities. All of the debt from one of the Company's lenders in the amount of $3.4 million is due April 15, 2011. The Company is currently in discussions with several lenders who have expressed interest in refinancing the Company's debt. The Company's cash balance was $1.1 million at June 30, 2010 compared to $0.9 million at December 31, 2009.
 
About Deep Down, Inc.
 
Deep Down, Inc. is an oilfield services company serving the worldwide offshore exploration and production industry. Deep Down's proven services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, distributed and drill riser buoyancy, ROVs and tooling, marine vessel automation, control, and ballast systems. Deep Down supports subsea engineering, installation, commissioning, and maintenance projects through specialized, highly experienced service teams and engineered technological solutions. The company's primary focus is on more complex deepwater and ultra-deepwater oil production distribution system support services and technologies, used between the platform and the wellhead. More information about Deep Down is available at www.deepdowncorp.com.
 
Forward-Looking Statements
 
Information set forth in this document contain "forward-looking statements" (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect Deep Down's expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Deep Down and Cuming, including future financial and operating results, whether and when the transactions will be consummated, the new combined company's plans, market and other expectations, objectives, intentions and other statements that are not historical facts.
 
The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain financing and approvals for the transaction; the risk that any synergies from the transaction may not be realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the businesses, unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in Deep Down's filings with the Securities and Exchange Commission ("SEC"), which are available at the SEC's web site http://www.sec.gov. Deep Down disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.
 
 
 

 
 
DEEP DOWN, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
     
Three Months Ended
   
Six Months Ended
 
     
June 30,
   
June 30,
 
(In thousands, except per share amounts)
 
2010
   
2009
   
2010
   
2009
 
                           
Revenues
  $ 9,592     $ 6,201     $ 16,236     $ 13,303  
Cost of sales:
                               
 
Cost of sales
    5,426       3,987       9,596       8,440  
 
Depreciation expense
    571       352       1,107       697  
 
Total cost of sales
    5,997       4,339       10,703       9,137  
Gross profit
    3,595       1,862       5,533       4,166  
Operating expenses:
                               
 
Selling, general and administrative
    3,494       3,873       6,977       6,717  
 
Depreciation and amortization
    440       421       882       827  
 
Total operating expenses
    3,934       4,294       7,859       7,544  
Operating loss
    (339 )     (2,432 )     (2,326 )     (3,378 )
Other income (expense):
                               
 
Interest expense, net
    (143 )     (66 )     (274 )     (112 )
 
Other income, net
    52       15       51       11  
 
Total other expense
    (91 )     (51 )     (223 )     (101 )
Loss before income taxes
    (430 )     (2,483 )     (2,549 )     (3,479 )
Income tax (expense) benefit
    (22 )     722       (39 )     988  
Net loss
  $ (452 )   $ (1,761 )   $ (2,588 )   $ (2,491 )
                                   
Net loss per share, basic and diluted
  $ (0.00 )   $ (0.01 )   $ (0.01 )   $ (0.01 )
 
                               
Weighted-average common shares outstanding, basic and diluted
    190,044       179,701       185,274       178,649  
 
 
 
 

 
 
 
DEEP DOWN, INC.
 
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
             
(In thousands, except par value amounts)
 
June 30, 2010
   
December 31, 2009
 
ASSETS
           
Current assets:
           
Cash and cash equivalents
  $ 1,119     $ 912  
Accounts receivable, net of allowance of $344 and $304, respectively
    6,011       7,662  
Inventory
    709       896  
Costs and estimated earnings in excess of billings on uncompleted contracts
    241       267  
Deposit
    475       -  
Prepaid expenses and other current assets
    195       225  
Total current assets
    8,750       9,962  
Property, plant and equipment, net
    19,765       20,011  
Intangibles, net
    11,469       12,166  
Goodwill
    9,429       9,429  
Other assets
    1,905       1,136  
Total assets
  $ 51,318     $ 52,704  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities:
               
Accounts payable and accrued liabilities
  $ 4,463     $ 2,865  
Billings in excess of costs and estimated earnings on uncompleted contracts
    1,736       4,345  
Deferred revenues
    1,248       89  
Current portion of long-term debt
    4,072       1,497  
Total current liabilities
    11,519       8,796  
Long-term debt, net
    2,414       5,379  
Total liabilities
    13,933       14,175  
                 
Commitments and contingencies (Note 14)
               
                 
Stockholders' equity:
               
 
               
Common stock, $0.001 par value, 490,000 shares authorized, 195,934 and 180,451 shares, respectively, issued and outstanding
    196       180  
Additional paid-in capital
    62,589       61,161  
Accumulated deficit
    (25,400 )     (22,812 )
Total stockholders' equity
    37,385       38,529  
Total liabilities and stockholders' equity
  $ 51,318     $ 52,704  
 
 
 
 

 
 
DEEP DOWN, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  
   
Six Months Ended
 
   
June 30,
 
(In thousands)
 
2010
   
2009
 
Cash flows from operating activities:
           
Net loss
  $ (2,588 )   $ (2,491 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Share-based compensation expense
    453       321  
Stock issued for services
    14       -  
Bad debt expense
    58       96  
Depreciation and amortization expense
    1,989       1,524  
Loss (gain) on disposal of property, plant and equipment
    3       (16 )
Deferred income taxes, net
    -       (1,022 )
Changes in assets and liabilities:
               
Accounts receivable
    1,594       3,498  
Inventory
    187       216  
Costs and estimated earnings in excess of billings on uncompleted contracts
    26       627  
Prepaid expenses and other current assets
    26       (144 )
Other assets
    (345 )     (204 )
Accounts payable and accrued liabilities
    1,599       (1,307 )
Deferred revenues
    1,158       9  
Billings in excess of costs and estimated earnings on uncompleted contracts
    (2,609 )     1,627  
Net cash provided by operating activities
    1,565       2,734  
                 
Cash flows from investing activities:
               
Purchases of property, plant and equipment
    (1,145 )     (4,558 )
Proceeds from sale of property, plant and equipment
    -       48  
Purchase of investment in joint venture
    (25 )     (100 )
Cash paid for capitalized software
    (201 )     (277 )
Note receivable
    (99 )     (24 )
Net cash used in investing activities
    (1,470 )     (4,911 )
                 
Cash flows from financing activities:
               
Proceeds from sale of common stock
    501       -  
Borrowings of long-term debt
    -       1,830  
Repayments of long-term debt
    (389 )     (247 )
Net cash provided by financing activities
    112       1,583  
Change in cash and equivalents
    207       (594 )
Cash and cash equivalents, beginning of period
    912       2,495  
Cash and cash equivalents, end of period
  $ 1,119     $ 1,901  
 
 
 
 

 
 
DEEP DOWN, INC.
NON-US GAAP FINANCIAL MEASURE - EBITDA
 (Unaudited)
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
   
2010
   
2009
   
2010
   
2009
 
(In thousands)
                               
Net loss
  $ (452 )   $ (1,761 )   $ (2,588 )   $ (2,491 )
Add back interest expense, net of interest income
    143       66       274       112  
Add back depreciation and amortization
    1,011       773       1,989       1,524  
Deduct tax (benefit) expense
    22       (722 )     39       (988 )
EBITDA
  $ 724     $ (1,644 )   $ (286 )   $ (1,843 )
 
EBITDA is a non-US GAAP financial measure. We use EBITDA as an unaudited supplemental financial measure to assess the financial performance of our assets without regard to financing methods, capital structures, taxes or historical cost basis; and to assess our liquidity and operating performance over time in relation to other companies that own similar assets and that we believe calculate EBITDA in a similar manner; and to assess the ability of our assets to generate cash sufficient for us to pay potential interest costs. We also understand that such data are used by investors to assess our performance. However, the term EBITDA is not defined under US GAAP and EBITDA is not a measure of operating income, operating performance or liquidity presented in accordance with US GAAP. When assessing our operating performance or liquidity, investors should not consider this data in isolation or as a substitute for net income, cash flow from operating activities, or other cash flow data calculated in accordance with US GAAP.
 
 
CONTACT: Gay Stanley Mayeux, CFO, Deep Down, Inc., +1-281 - 517-5000, ir@deepdowninc.com