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): November 2, 2004

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Minnesota
(State or other jurisdiction
of incorporation) 000-22739
(Commission File Number) 95-3409686
(IRS Employer Identification No.)

400 N. Sam Houston Parkway E.,
Suite 400
Houston, Texas
(Address of principal executive offices) 77060
(Zip Code)

281-618-0400
(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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Index to Exhibits
Press Release dated November 2, 2004
Third Quarter 2004 Earnings Conference Call Presentation

Item 2.02 Results of Operations and Financial Condition.

     Incorporated by reference herein are the press release and Third Quarter 2004 Earnings Conference Call Presentation issued by the Registrant on November 2, 2004 regarding earnings for the third quarter of 2004, attached as Exhibits 99.1 and 99.2, respectively. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Number	Description
99.1	Press Release of Cal Dive International, Inc. dated November 2, 2004 reporting Cal Dive’s financial results for the third quarter of 2004.
99.2	Third Quarter 2004 Earnings Conference Call Presentation.

SIGNATURES

     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.

Date: November 2, 2004

CAL DIVE INTERNATIONAL, INC.
By:	/s/ A. Wade Pursell
	A. Wade Pursell
	Senior Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.	Description
99.1	Press Release of Cal Dive International, Inc. dated November 2, 2004 reporting Cal Dive’s financial results for the third quarter of 2004.
99.2	Third Quarter 2004 Earnings Conference Call Presentation.

EX-99.1

EXHIBIT 99.1

	PRESSRELEASE
	www.caldive.com
Cal Dive International, Inc. • 400 N. Sam Houston Parkway East, Suite 400 • Houston, TX 77060-3500 • 281-618-0400 • Fax: 281-618-0505

For Immediate Release

Date: November 2, 2004

Contact: Wade Pursell
Title: Chief Financial Officer
04-019

Cal Dive Reports Record Third Quarter Earnings of 59 Cents

HOUSTON, TX — Cal Dive International, Inc. (Nasdaq: CDIS) reported third quarter net income of $22.8 million, or $0.59 per diluted share, a 146% improvement over the year ago net income of $8.9 million, or $0.24 per diluted share. Third quarter revenues of $132.0 million increased 27% over the year ago quarter due primarily to improved levels of oil and gas production and higher commodity prices.

Summary of Results

(in thousands, except per share amounts and percentages)

	Third Quarter						Second Quarter			Nine Months
	2004			2003			2004			2004			2003
Revenues	$	131,897		$	103,855		$	127,701		$	380,403		$	294,594
Gross Profit		45,726			24,005			41,415			118,883			67,398
		35	%		23	%		32	%		31	%		23	%
Net Income		22,794			8,937			18,208			54,647			23,886
		17	%		9	%		14	%		14	%		8	%
Diluted Earnings per share		0.59			0.24			0.47			1.41			0.63

Owen Kratz, Chairman and Chief Executive Officer of Cal Dive, stated, “This was our second successive quarter of record earnings and it is especially noteworthy that we achieved an overall EBITDA margin of 49%. Although the contributions from our Oil and Gas Production segment were flat compared with the second quarter due to the impact of Hurricane Ivan, the performance of the Marine Contracting segment improved sequentially due to seasonality and a gradually improving marketplace. The contribution from our new Production Facilities segment ramped up as expected following the mid-July commencement of production at Marco Polo.

“Following the two record quarters, and with the Marine Contracting segment benefiting from the fourth quarter clean up work, created by Hurricane Ivan, we now estimate 2004 earnings to be between $1.90 and $2.00 per share.”

Financial Highlights

*	Revenues: The $28.0 million increase in year-over-year third quarter revenues reflects significantly higher oil and gas production and increases in commodity prices.
*	Margins: Gross profit margin of 35% was twelve points better than the year ago quarter due primarily to the increased commodity prices and an improved market for the Marine Contracting fleet, especially the Q4000.
*	SG&A: $10.9 million increased $2.3 million from the same period a year ago due to the new Marine Contracting compensation system and the ERT incentive compensation program. With this increase, SG&A was 8% of third quarter revenues, flat with the year ago level.
*	Equity in Earnings: $3.1 million reflects our share of Deepwater Gateway, L.L.C.’s earnings for the quarter. Tariff revenue began this quarter following the beginning of production at the Marco Polo TLP in mid-July.
*	Debt: EBITDA of $64.2 million for the third quarter enabled us to reduce total debt to $149.7 million (from $183 million at June 30, 2004) and build $49.9 million of unrestricted cash. This represents a debt to book capitalization ratio of 23% and a net debt (total debt less unrestricted cash) to book capitalization ratio of 17%. During the third quarter we closed a new $150 million revolving credit facility with a syndicate of banks which was undrawn upon as of September 30, 2004.

Further details are provided in the slide presentation for Cal Dive’s quarterly conference call (see the Investor Relations page of www.caldive.com). The call, scheduled for 9:00 a.m. Central Standard Time on Wednesday, November 3 will be webcast live. A replay will be available from the Audio Archives page.

Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company which provides alternate solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including marine diving services, robotics, well operations, facilities ownership and oil and gas production.

This press release and attached presentation contain forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; as described from time to time in our reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ending December 31, 2003. We assume no obligation and do not intend to update these forward-looking statements.

CAL DIVE INTERNATIONAL, INC.
Comparative Condensed Consolidated Statements of Operations

	Three Months Ended Sept. 30,				Nine Months Ended Sept. 30,
(000's omitted, except per share data)	2004		2003		2004		2003
	(unaudited)
Net Revenues	$	131,987	$	103,855	$	380,403	$	294,594
Cost of Sales		86,261		79,850		261,520		227,196
Gross Profit		45,726		24,005		118,883		67,398
Selling and Administrative		10,926		8,620		34,746		26,201
Income from Operations		34,800		15,385		84,137		41,197
Equity in Earnings (Losses) of Deepwater Gateway, L.L.C.		3,062		—		4,372		(107	)
Interest Expense, net & Other		838		855		3,635		2,927
Income Before Income Taxes		37,024		14,530		84,874		38,163
Income Tax Provision		13,237		5,231		28,486		13,739
Income Before Change in Accounting Principle		23,787		9,299		56,388		24,424
Cumulative Effect of Change in Accounting Principle, net		—		—		—		530
Net Income		23,787		9,299		56,388		24,954
Preferred Stock Dividends and Accretion		993		362		1,741		1,068
Net Income Applicable to Common Shareholders	$	22,794	$	8,937	$	54,647	$	23,886
Other Financial Data:
Income from Operations	$	34,800	$	15,385	$	84,137	$	41,197
Equity in Earnings (Losses) of Deepwater Gateway, L.L.C.		3,062		—		4,372		(107	)
Depreciation and Amortization:
Marine Contracting		9,049		8,223		26,862		24,371
Oil and Gas Production		17,316		9,245		52,083		25,450
EBITDA (1)	$	64,227	$	32,853	$	167,454	$	90,911
Weighted Avg. Shares Outstanding:
Basic		38,294		37,665		38,141		37,618
Diluted		39,418		37,776		39,413		37,715
Earnings Per Share:
Basic	$	0.60	$	0.24	$	1.43	$	0.63
Diluted	$	0.59	$	0.24	$	1.41	$	0.63

(1) The Company calculates EBITDA as earnings before net interest expense, taxes, depreciation and amortization. EBITDA and EBITDA margin (defined as EBITDA divided by net revenue) are supplemental non-GAAP financial measurements used by CDI and investors in the marine construction industry in the evaluation of its business due to the measurements being similar to income from operations.

Comparative Condensed Consolidated Balance Sheets

ASSETS					LIABILITIES & SHAREHOLDERS' EQUITY
(000's omitted)	Sept. 30, 2004		Dec. 31, 2003			Sept. 30, 2004		Dec. 31, 2003)
	(unaudited)					(unaudited)
Current Assets:					Current Liabilities:
Cash and equivalents	$	49,859	$	8,811	Accounts payable	$	39,235	$	50,897
Accounts receivable		98,945		96,607	Accrued liabilities		65,884		36,850
Other current assets		44,761		25,232	Current mat of L-T debt		8,765		16,199
Total Current Assets		193,565		130,650	Total Current Liabilities		113,884		103,946
Net Property & Equipment:					Long-term debt		140,919		206,632
Marine Contracting		413,826		420,834	Deferred income taxes		115,120		89,274
Oil and Gas Production		171,562		197,969	Decommissioning liabilities		73,538		75,269
Production Facilities — Deepwater Gateway		54,481		34,517	Other long term liabilities		1,353		2,042
Goodwill		82,682		81,877	Convertible preferred stock		54,549		24,538
Other assets, net		28,057		16,995	Shareholders' equity		444,810		381,141
Total Assets	$	944,173	$	882,842	Total Liabilities & Equity	$	944,173	$	882,842

EX-99.2

EXHIBIT 99.2

Owen Kratz - Chief Executive Officer Martin Ferron - President Wade Pursell - Chief Financial Officer Third Quarter 2004 Earnings Conference Call November 3, 2004

Agenda I. Summary of Results II. Operational Highlights by Segment A. Marine Contracting i. Shelf Contracting ii. Deepwater & Robotics iii. Well Operations B. Production Facilities C. Oil & Gas Production III. Strategic Overview and Outlook IV. Questions & Answers 2

FORWARD-LOOKING STATEMENTS This presentation contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward- looking statements. All statements, other than statements of historical fact, are statements that could be deemed "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; as described from time to time in our reports filed with the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ending December 31, 2003. We assume no obligation and do not intend to update these forward-looking statements. 3

Summary of Results (all amounts in thousands, except per share amounts and percentages) Third Quarter Third Quarter Second Quarter Nine Months Nine Months 2004 2003 2004 2004 2003 Revenues $131,987 $103,855 $127,701 $380,403 $294,594 Gross Profit 45,726 24,005 41,415 118,883 67,398 35% 23% 32% 31% 23% Net Income 22,794 8,937 18,208 54,647 23,886 17% 9% 14% 14% 8% Diluted Earnings per share 0.59 0.24 0.47 1.41 0.63 EBITDA 64,227 32,853 56,243 167,454 90,911 49% 32% 44% 44% 31% 4

MARAD Construction and Other Long Term Debt Revolving Credit 5 (Amounts in Millions) 12/31/02 12/31/03 06/30/04 09/30/04 Net Debt To Book Capitalization 17% 20% 35% 40%

The Impact of Hurricane Ivan on Cal Dive Earnings Q3: About half of our Shelf properties were shut in for approximately four days. Marco Polo was also shut-in for the same period while Gunnison, much further to the west, was not shut-in. Inspection work for our Marine Contracting segment picked up at the end of September. Net impact on CDI earnings was minimal (between $0.01 to $0.03 earnings per share reduction). Q4: All production was back on line by the beginning of Q4. Inspection/clean up work for our Shelf and Deepwater divisions continued well into Q4. Net impact to CDI earnings should be at least $0.05 per share positive contribution. 2005: Too early to estimate the impact. 6

Marine Contracting (MC) Third Quarter Third Quarter Second Quarter 2004 2003 2004 Revenues $78,860 $75,120 $71,763 Gross Profit 12,509 7,743 7,834 16% 10% 11% 7 Q3: Overall revenue and profitability improved despite a grounding incident with the Intrepid and the mobilization of the Seawell, for Norwegian work, taking longer than expected. The Q4000 had her best quarter ever, while the Eclipse continued her exceptional performance in Middle Eastern waters. Q4: Will benefit from inspection and clean-up work caused by Hurricane Ivan, but we are also observing a more sustainable pick-up in the market place, especially for Well Operations and tie-back pipelay services. (Amounts reflected are before intercompany eliminations)

MC - Shelf Third Quarter Third Quarter Second Quarter 2004 2003 2004 52% 61% 48% Utilization Utilization improved sequentially but declined on a year over year basis, mainly due to longer weather delays caused by hurricane activity. Demand for saturation diving services remains robust but the surface diving market continues to disappoint in a period of high natural gas prices. Hurricane Ivan has produced a flurry of activity for the Shelf fleet in Q4 but, it is too early to say how long this work will last. 8

MC - Deepwater & Robotics Third Quarter Third Quarter Second Quarter 2004 2003 2004 Deepwater Contracting 52% 79% 57% Robotics 45% 53% 46% Utilization Utilization declined sequentially due to the grounding incident with the Intrepid, and on a year over year basis, as the Witch Queen and Merlin remain coldstacked. Following thruster repairs the Intrepid performed exceptionally well on a tie-back pipelay job in September, which also involved pipe burial by the Northern Canyon / T750 spread. Our marketing campaign, to convince customers that pipe burial is a good insulation alternative to pipe-in-pipe technology, is gaining momentum. 9

MC - Deepwater & Robotics The Eclipse enjoyed another quarter of full utilization and good rates before entering drydock in very late September. She is due to resume operations in early November. The robotics group benefited from a seasonal pick-up in ROV activity, especially in the North Sea, although the volume of European pipe-burial work was less than anticipated . The aftermath of Hurricane Ivan had a positive effect on the last ten days of September and inspection/clean-up work will last well into Q4 for the Uncle John and Mystic Viking . Overall the deepwater market is showing gradual improvement, especially with activity related to the tie-back of satellite reservoirs to hub production facilities. 10

MC - Well Operations Third Quarter Third Quarter Second Quarter 2004 2003 2004 73% 81% 73% Utilization Utilization declined on a year over year basis mainly due to the mobilization of the Seawell for Norwegian work. This process took longer than expected but the vessel commenced work in early October. The Q4000 performed flawlessly on a well intervention job in July before commencing hook-up support operations for a major operator in August. This job is expected to last well into Q4. This segment of the Marine Contracting business appears to be improving the fastest due to increasing drill rig rates and their declining use for well intervention projects. 11

Production Facilities Third Quarter Third Quarter Second Quarter 2004 2003 2004 Equity in Earnings $3,062 $^ $1,310 Production throughput (MBbl) 1,876 ^ ^ 12 Q3: In addition to the demand charges which began in Q2 with mechanical completion of the TLP, production commenced at Marco Polo in mid-July and our associated tariff revenue ramped up as expected despite two hurricane related production shut-ins. Outlook: Despite recent negative news regarding the build up of volumes at the Marco Polo field, Q4 should benefit from a full period of production at increasing rates as the Marco Polo wells are brought on-stream. 2005 should see the commencement of production from the nearby K2 and K2 North fields, which will take up a significant position of the available oil production capacity by the end of the year. Deepwater Gateway is also pursuing deals to bring incremental oil and gas to the TLP during 2005. We believe any short term decline in expected Marco Polo tariff revenue should be offset in the long run by production from surrounding fields, potentially at higher tariff rates. We continue to actively pursue additional production facility transactions.

Oil & Gas Production Third Quarter Third Quarter Second Quarter 2004 2003 2004 Revenues $59,999 $33,958 $61,283 Gross Profit 33,277 16,638 33,619 55% 49% 55% Production (BCFe): Shelf 7.7 7.2 8.0 Gunnison 2.3 ___ 2.0 Average Commodity Prices (net of hedging impact): Oil/Bbl $38.12 $27.41 $32.97 Gas/Mcf 5.82 4.61 6.22 13

Oil & Gas Production Q3: Shelf: Commodity prices remained robust in the third quarter with our net realized price per BCFe up 31% from the prior year and essentially flat with last quarter. Shelf production improved 7% over year ago levels due primarily to successful results from well exploitation efforts. The 4% decline in production from last quarter is due primarily to wells being shut-in during Hurricane Ivan. Natural gas made up 62% of the shelf production in the third quarter which compared to 55% in the third quarter of 2003. Gunnison: Gunnison production improved 15% over last quarter as additional wells were brought online. None of this production was hedged. Natural gas made up 58% of Gunnison production in the third quarter. Outlook: With a little over 30 BCFe of production for the first nine months of 2004, we are confident we will end the year within the 38 - 44 BCFe range which we estimated in our annual guidance. 14

Hedging: As of September 30, 2004 Production Period Instrument Type Average Monthly Volumes Weighted Average Price Crude Oil: October - December 2004 Swaps 75 MBbl $31.53 January - June 2005 Swaps 20 MBbl $35.80 January - September 2005 Collars 40 MBbl $37.00 - $47.48 Natural Gas: October - December 2004 Collars 600,000 MMBtu $5.33 - $7.43 January - June 2005 Collars 300,000 MMBtu $5.67 - $8.15 15

2004 Report Card Marine Contracting 2% Margin improvement Reduce Direct Cost $10 million Oil & Gas 40 BCFe of Production PUD acquisition in GOM Mature production acquisition Production Facilities One new Gateway deal Financial Flexible credit structure No equity dilution Safety TRIR below 2:00 16