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)
November 13, 2013
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 Pkwy N. Suite 100, Houston, TX 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 November 13, 2013, Deep Down, Inc. issued a press release announcing its financial results for the quarter ended September 30, 2013. 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 November 13, 2013 |
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/ Eugene L. Butler | |
Eugene L. Butler | ||
Executive Chairman and Chief Financial Officer |
Date: November 13, 2013
Exhibit 99.1
NEWS RELEASE
November 13, 2013 | OTCQX: DPDW |
DEEP DOWN REPORTS THIRD QUARTER 2013 RESULTS
HOUSTON, TX – November 13, 2013/PRNewswire/ – Deep Down, Inc. (OTCQX: DPDW) (“Deep Down”), an oilfield services company specializing in complex deepwater and ultra-deepwater oil production distribution system support services, today reported financial results for the third quarter of 2013.
OPERATING RESULTS
For the third quarter of 2013, Deep Down reported net income of $0.4 million, or $0.03 income per diluted share, compared to net income of $1.0 million, or $0.10 income per diluted share, for the third quarter of 2012.
Revenues for the third quarter of 2013 were $8.6 million and $9.4 million for the third quarter of 2012. The 8 percent decrease in revenues occurred primarily due to reduced ROV and topside equipment rental services as a result of the consolidation of Mako’s operations into the Deep Down Delaware operating segment in the third quarter of 2012.
Gross profit for the third quarter of 2013 was $2.5 million, or 29 percent of revenues. Gross profit for the third quarter of 2012 was $3.2 million, or 34 percent of revenues. The 5 percentage point decrease in gross profit was due primarily to rent expense of approximately $0.3 million associated with our new facility, as well as a $0.6 million negative adjustment on a large fixed-price fabrication project.
Operating expenses for the third quarter of 2013 were $2.1 million, or 25 percent of revenues. Operating expenses for the third quarter of 2012 were $2.1 million, or 22 percent of revenues. Overall, operating expenses were consistent between the quarterly periods.
Modified EBITDA was $1.0 million in the third quarter of 2013. Modified EBITDA was $1.9 million in the third quarter of 2012. The $0.9 million decrease in Modified EBITDA was due primarily to decreased gross profit before depreciation expense of $0.7 million. Additionally, there was a $0.2 million reduction in operational consolidation expense. The Company's management evaluates its financial performance based on a non-GAAP measure, Modified EBITDA, which consists of earnings (net income or loss) available to common shareholders before net interest expense, income taxes, depreciation and amortization, and other non-cash and non-recurring charges.
WORKING CAPITAL
At September 30, 2013, we had working capital of $15.4 million. In the first quarter of 2013, we entered into the fifth amendment of our bank credit agreement, which among other things, increased the committed amount under our revolving credit facility to $5 million from $2 million. During the third quarter of 2013, we issued an additional 4,443,611 shares of common stock resulting in a cash increase of $7.6 million. Because of these factors, and because of cash we expect to generate from operations, we believe that we will have adequate liquidity to meet our future operating requirements.
EXECUTIVE MANAGEMENT
Ronald E. Smith, Chief Executive Officer, stated, "Our third quarter results were lower than expected due to our financial performance on a significant fixed-price order for a major oil company operating in Brazil, as well as increased rent for our new facility. Nevertheless, we are very pleased with our continued success in obtaining new orders as our backlog has grown to over $27 million. The new facility has enabled us to expand our steel flying lead business, and we believe it will continue to positively impact future growth.”
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Earnings Conference Call
In connection with this earnings release, Deep Down will host its quarterly conference call on Thursday, November 14, 2013 at 8:00 a.m. Central Time (9:00 a.m. Eastern). Interested investors are invited to dial the toll free number at (877) 303-6187 and provide the Conference ID: 11271973.
At the conclusion of the call, a replay will be available until November 19, 2013. To access the replay of the call dial (855) 859-2056 and provide the same Conference ID.
The call can also be accessed via the web by going to the Investor Relations section of the Company’s website at www.deepdowninc.com.
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 (LSFL), installation 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
Any forward-looking statements in the preceding paragraphs of this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements involve risks and uncertainties in that actual results may differ materially from those projected in the forward-looking statements. In the course of operations, we are subject to certain risk factors, competition and competitive pressures, sensitivity to general economic and industrial conditions, international political and economic risks, availability and price of raw materials and execution of business strategy. For further information, please refer to the Company's filings with the Securities and Exchange Commission, copies of which are available from the Company without charge.
For Further Information
Investor Relations
Casey Stegman
Stonegate Securities, Inc.
casey@stonegateinc.com
972.850.2001
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DEEP DOWN, INC.
SUMMARY FINANCIAL DATA
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2013 | 2012 | 2013 | 2012 | |||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Results of operations data: | ||||||||||||||||
Revenues | $ | 8,639 | $ | 9,391 | $ | 23,953 | $ | 22,168 | ||||||||
Cost of sales | 6,164 | 6,228 | 15,792 | 14,199 | ||||||||||||
Gross profit | 2,475 | 3,163 | 8,161 | 7,969 | ||||||||||||
Total operating expenses | 2,117 | 2,106 | 6,411 | 6,380 | ||||||||||||
Operating income | 358 | 1,057 | 1,750 | 1,589 | ||||||||||||
Total other expense | (39 | ) | (13 | ) | (115 | ) | (187 | ) | ||||||||
Income before income taxes | 319 | 1,044 | 1,635 | 1,402 | ||||||||||||
Income tax benefit (expense) | 62 | (74 | ) | (8 | ) | (93 | ) | |||||||||
Net income | $ | 381 | $ | 970 | $ | 1,627 | $ | 1,309 | ||||||||
Net income per share: | ||||||||||||||||
Basic | $ | 0.03 | $ | 0.10 | $ | 0.15 | $ | 0.13 | ||||||||
Diluted | $ | 0.03 | $ | 0.10 | $ | 0.15 | $ | 0.13 | ||||||||
Weighted-average shares outstanding: | ||||||||||||||||
Basic | 11,691 | 10,161 | 10,728 | 10,196 | ||||||||||||
Diluted | 11,739 | 10,161 | 10,729 | 10,196 | ||||||||||||
Modified EBITDA data: | ||||||||||||||||
Net income | $ | 381 | $ | 970 | $ | 1,627 | $ | 1,309 | ||||||||
Add back interest expense, net | 52 | 34 | 143 | 120 | ||||||||||||
Add back depreciation and amortization | 393 | 474 | 1,157 | 1,401 | ||||||||||||
Add back income tax (benefit) expense | (62 | ) | 74 | 8 | 93 | |||||||||||
Add back share-based compensation | 196 | 142 | 471 | 519 | ||||||||||||
Add back non-recurring consolidation expense | – | 200 | – | 200 | ||||||||||||
Add back equity in results of joint venture | – | 39 | (1 | ) | 179 | |||||||||||
Modified EBITDA | $ | 960 | $ | 1,933 | $ | 3,405 | $ | 3,821 | ||||||||
(in thousands) | ||||||||||||||||
Cash flow data: | ||||||||||||||||
Cash provided by (used in): | ||||||||||||||||
Operating activities | $ | (1,284 | ) | $ | 307 | |||||||||||
Investing activities | (355 | ) | (1,488 | ) | ||||||||||||
Financing activities | 6,060 | (1,600 | ) |
September 30, | December 31, | |||||||
2013 | 2012 | |||||||
(in thousands) | ||||||||
Balance sheet data: | ||||||||
Cash and cash equivalents | $ | 5,944 | $ | 1,523 | ||||
Current assets | 19,532 | 11,763 | ||||||
Current liabilities | 4,088 | 5,766 | ||||||
Working capital | 15,444 | 5,997 | ||||||
Total assets | 38,514 | 31,499 | ||||||
Total debt | 2,074 | 3,616 | ||||||
Total liabilities | 6,006 | 8,702 | ||||||
Stockholders' equity | 32,508 | 22,797 |