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)

August 21, 2009

 DEEP DOWN, INC.

(Exact name of registrant as specified in its charter)

Nevada	0-30351	75-2263732
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

8827 W. Sam Houston Parkway N., Suite 100, Houston, Texas 77040

(Address of principal executive offices) (Zip Code)

(281) 517-5000

Registrant’s telephone number, including area code

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:

¨ 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))

SECTION 2 – Financial Information

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On August 21, 2009, Deep Down, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

SECTION 9 – Financial Statements and Exhibits

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits:

99.1 Press Release issued by Deep Down, Inc. dated August 21, 2009

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 thereunto duly authorized.

DEEP DOWN, INC.
By:	/s/ Ronald E. Smith
	Ronald E. Smith
	President and Chief Executive Officer

Date: August 24, 2009

EX-99.1

EXHIBIT 99.1

PRESS RELEASE

NEWS RELEASE

August 21, 2009 OTC BB:  DPDW

Deep Down Announces Second Quarter Results

HOUSTON, TX – August 21, 2009 – Deep Down, Inc. (OTCBB: DPDW) announced today unaudited results for the second quarter ended June 30, 2009.

Revenues for the second quarter of 2009 were $6,200,595, compared to $7,920,196 for the second quarter of 2008, for a 22% decrease. The reduction in revenue over the same prior year period was a result of customers delaying future projects or slowing down many of their offshore and deepwater projects. Net loss for the second quarter ended June 30, 2009, was $1,761,094 as compared to a net loss of $4,865,373 for the same period of 2008.

Gross profit decreased approximately $0.5 million to approximately $1.9 million for the three months ended June 30, 2009, a decrease of approximately 22% compared to the three months ended June 30, 2008. This decrease in gross profit was consistent with the decrease in total revenue.  Accordingly, our gross margins remained constant at 30% of revenue for the second quarter of 2009.

“Operations for the past six months have been negatively impacted by the worldwide recession, lower oil prices and delays in many of our major projects,” commented Eugene L. Butler, Chief Financial Officer.  “We have also had a slow start on the production of our large floatation order. As a result of this downturn in the industry, our operations in the first half of 2009 were significantly lower than expected and had a negative EBITDA of approximately $1.8 million.  The third quarter of 2009 started out sluggish, however, we are finally commencing the production cycle of our large floatation order, we have several ROVs that have started working again, and our offshore service jobs are increasing.  Our backlog is currently over $20 million and is expected to continue to increase over the next several quarters.  We have also commenced a cost containment program to lower overall costs; particularly, our general and administrative expenses.”

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. Deep Down provides these services through its four subsidiaries. More information about Deep Down is available at www.deepdowncorp.com, by contacting the company at (281) 517-5000, or ir@deepdowninc.com.

One of our most important responsibilities is to communicate with shareholders in an open and direct manner.  Comments are based on current management expectations, and are considered "forward-looking statements," generally preceded by words such as "plans," "expects," "believes," "anticipates," or "intends."  We cannot promise future returns.  Our statements reflect our best judgment at the time they are issued, and we disclaim any obligation to update or alter forward-looking statements as the result of new information or future events.  Deep Down urges investors to review the risks and uncertainties contained within its filings with the Securities and Exchange Commission.

For Further Information

Investor Relations

ir@deepdowninc.com

(281) 517-5000 (O)

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DEEP DOWN, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 `

ASSETS		June 30, 2009		December 31, 2008
Current Assets:
Cash and cash equivalents	$	1,900,547	$	2,495,464
Restricted cash		135,855		135,855
Accounts receivable, net		7,261,971		10,772,097
Inventory		1,146,395		1,362,110
Costs and estimated earnings in excess of billings on uncompleted contracts		81,124		707,737
Deferred tax asset		2,373,957		216,900
Prepaid expenses and other current assets		778,071		633,868
Total current assets		13,677,920		16,324,031
Property and equipment, net		19,606,805		13,799,196
Intangibles, net		17,436,378		18,090,680
Goodwill		14,965,975		15,024,300
Other assets, net		1,062,986		457,836
Total assets	$	66,750,064	$	63,696,043
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued liabilities	$	3,035,403	$	4,318,394
Billings in excess of costs and estimated earnings on uncompleted contracts		3,951,364		2,315,043
Current portion of long-term debt		579,586		382,912
Total current liabilities		7,566,353		7,016,349
Long-term debt		5,256,366		1,718,475
Deferred tax liabilities		2,261,488		1,125,945
Total liabilities		15,084,207		9,860,769
Commitments and contingencies (Note 9)
Stockholders' equity:
Common stock, $0.001 par value, 490,000,000 shares authorized, 179,700,630 and 177,350,630 shares issued and outstanding, respectively		179,701		177,351
Additional paid-in capital		60,647,226		60,328,124
Accumulated deficit		(9,161,070)		(6,670,201	)
Total stockholders' equity		51,665,857		53,835,274
Total liabilities and stockholders' equity	$	66,750,064	$	63,696,043

See accompanying notes to unaudited consolidated financial statements.

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DEEP DOWN, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Six Months Ended
	June 30,
	2009			2008
Revenues	$	13,303,184		$	14,199,663
Cost of sales		9,137,129			9,456,561
Gross profit		4,166,055			4,743,102
Operating expenses:
Selling, general & administrative		6,717,297			5,682,965
Depreciation and amortization		826,772			520,721
Total operating expenses		7,544,069			6,203,686
Operating loss		(3,378,014	)		(1,460,584	)
Other income (expense):
Interest income		6,155			66,510
Interest expense		(118,097	)		(3,459,564	)
Loss on debt extinguishment		-			(446,412	)
Other income (expense)		11,468			(9,136	)
Total other expense		(100,474	)		(3,848,602	)
Loss before income taxes		(3,478,488	)		(5,309,186	)
Income tax benefit		987,619			354,366
Net loss	$	(2,490,869	)	$	(4,954,820	)
Loss per share:					-
Basic and diluted	$	(0.01	)	$	(0.05	)
Weighted-average common shares outstanding		176,150,630			109,326,053

See accompanying notes to unaudited consolidated financial statements.

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DEEP DOWN, INC.

CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	Six Months Ended
	June 30,
	2009			2008
Cash flows from operating activities:
Net loss	$	(2,490,869	)	$	(4,954,820	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Interest income		-			(30,467	)
Non-cash amortization of debt discount		-			1,816,847
Non-cash amortization of deferred financing costs		-			762,700
Share-based compensation		321,452			253,669
Bad debt expense		96,128			832,328
Depreciation and amortization		1,523,728			898,998
Loss on disposal of equipment		(15,531	)		9,136
Deferred taxes payable		(1,021,514	)		-
Changes in assets and liabilities:
Accounts receivable		3,498,428			(254,958	)
Inventory		215,715			955,662
Costs and estimated earnings in excess of billings on uncompleted contracts		626,613			-
Prepaid expenses and other current assets		(144,203	)		(586,618	)
Other Assets		(203,868	)		-
Accounts payable and accrued liabilities		(1,309,096	)		(1,601,586	)
Billings in excess of costs and estimated earnings on uncompleted contracts		1,636,321			537,491
Net cash provided by (used in) operating activities		2,733,304			(1,361,618	)
Cash flows used in investing activities:
Cash paid for acquisition of Flotation, net of cash acquired of $0 and $235,040		-			(22,116,140	)
Cash paid for acquisition of Mako, net of expenses		-			(4,236,634	)
Purchases of property and equipment		(4,557,799	)		(687,060	)
Proceeds from sale of property and equipment		48,073			-
Cash paid for capitalized software		(277,403	)		-
Purchase of investment		(100,000	)		-
Note receivable		(25,000	)		-
Repayments on note receivable		1,121			-
Restricted cash		-			375,000
Net cash used in investing activities		(4,911,008	)		(26,664,834	)
Cash flows from financing activities:
Proceeds from sale of common stock, net of expenses		-			37,059,670
Proceeds from sales-type lease		-			172,500
Borrowings on long-term debt		1,829,500			5,604,000
Repayments on long-term debt		(246,713	)		(12,930,395	)
Net cash provided by financing activities		1,582,787			29,905,775
Change in cash and equivalents		(594,917	)		1,879,323
Cash and cash equivalents, beginning of period		2,495,464			2,206,220
Cash and cash equivalents, end of period	$	1,900,547		$	4,085,543

See accompanying notes to unaudited consolidated financial statements.

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