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): March 1, 2005

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

Press Release

Fourth Quarter 2004 Earnings Conference Call Presentation

Item 2.02 Results of Operations and Financial Condition.

     Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the press release and Fourth Quarter 2004 Earnings Conference Call Presentation issued by the Registrant on March 1, 2005 regarding earnings for the fourth quarter of 2004. 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 March 1, 2005 reporting Cal Dive’s financial results for the fourth quarter of 2004.
	99.2	Fourth 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: March 1, 2005

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 March 1, 2005 reporting Cal Dive’s financial results for the fourth quarter of 2004.
	99.2	Fourth 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 E., Suite 400  ·  Houston, TX 77060-3500  ·  281-618-0400  ·  fax: 281-618-0505

For Immediate Release 05-002

	Contact:	Wade Pursell
Date: March 1, 2005	Title:	Chief Financial Officer

Cal Dive Reports Another Quarterly Earnings Record

HOUSTON, TX – Cal Dive International, Inc. (Nasdaq: CDIS) reported fourth quarter net income of $25.3 million or $0.65 per diluted share, after pre-tax charges of $3.9 million, or $0.06 per diluted share, associated with marine asset value impairments. Net income, before charges, increased by 22% sequentially and by 213% compared with the prior year quarter.

Summary of Results

(in thousands, except per share amounts and percentages)

	Fourth Quarter						Third Quarter			Year Ending
	2004			2003			2004			2004			2003
Revenues	$	162,990		$	101,675		$	131,987		$	543,392		$	396,269
Gross Profit		53,030			24,685			45,726			171,912			92,083
		33	%		24	%		35	%		32	%		23	%
Net Income		25,269			8,884			22,794			79,916			32,771
		16	%		9	%		17	%		15	%		8	%
Diluted Earnings Per Share		0.65			0.23			0.59			2.06			0.87

Owen Kratz, Chairman and Chief Executive Officer of Cal Dive, stated, “This was our third consecutive quarter of record earnings, which capped a memorable year of performance and profitability. Our people worked tirelessly and diligently to achieve optimum results. Return on capital (tax effected earnings before net interest expense divided by average debt and equity) of 14% and EBITDA margins of 44% are just two measures of our success throughout the year.

“At the start of 2005 we are witnessing clearly improving market conditions for our Marine Contracting services and strong contribution from our Oil and Gas Production division. Additionally, we expect a ramp up in contribution from our Production Facilities business in the second half of 2005.”

Financial Highlights

•   Revenues: The $61.3 million increase in year-over-year fourth quarter revenues reflects not only higher oil and gas production and increases in commodity prices but also a significant improvement in Marine Contracting revenues driven by Hurricane Ivan work and improved market conditions.

•   Margins: 33% was nine points better than the year-ago quarter due primarily to the increased commodity prices. Marine Contracting margins were higher as a result of improved utilization and rates, but were offset by marine asset value impairment charges. During Q4, we decided to sell the Merlin and accordingly wrote down her book value to expected sales price. In addition, book values for two shelf assets were deemed impaired and written down to realizable value. Total pre-tax charges were $3.9 million.

•   SG&A: $14.1 million increased $4.4 million from the same period a year ago due primarily to our incentive compensation programs and related improved financial results. With this increase, SG&A was 9% of fourth quarter revenues, compared to 10% a year ago.

•   Equity in Earnings: $3.6 million reflects our share of Deepwater Gateway, L.L.C.’s earnings for the quarter. This reflects a 16% increase over the third quarter as production at the Marco Polo facility began to ramp up.

•   Debt: EBITDA of $71.8 million for the quarter enabled us to reduce total debt to $149 million and increase unrestricted cash to $91 million as of year-end. This represents a debt to book capitalization ratio of 22% and a net debt (total debt less unrestricted cash) to book capitalization ratio of 10%.

Further details are provided in the 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, March 2, 2005, 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				Twelve Months
	Ended Dec. 31,				Ended Dec. 31,
(000’s omitted, except per share data)	2004		2003		2004		2003
			(unaudited)
Net Revenues	$	162,990	$	101,675	$	543,392	$	396,269
Cost of Sales		109,960		76,990		371,480		304,186
Gross Profit		53,030		24,685		171,912		92,083
Selling and Administrative		14,135		9,721		48,881		35,922
Income from Operations		38,895		14,964		123,031		56,161
Equity in Earnings (Losses) of Deepwater Gateway, L.L.C.		3,555		20		7,927		(87	)
Interest Expense, net & Other		1,631		477		5,265		3,403
Income Before Income Taxes		40,819		14,507		125,693		52,671
Income Tax Provision		14,548		5,254		43,034		18,993
Income Before Change in Accounting Principle		26,271		9,253		82,659		33,678
Cumulative Effect of Change in Accounting Principle, net		—		—		—		530
Net Income		26,271		9,253		82,659		34,208
Preferred Stock Dividends and Accretion		1,002		369		2,743		1,437
Net Income Applicable to Common Shareholders	$	25,269	$	8,884	$	79,916	$	32,771
Other Financial Data:
Income from Operations	$	38,895	$	14,964	$	123,031	$	56,161
Equity in Earnings (Losses) of Deepwater Gateway, L.L.C.		3,555		20		7,927		(87	)
Depreciation and Amortization:
Marine Contracting		12,397		8,531		39,259		32,902
Oil and Gas Production		16,963		12,441		69,046		37,891
EBITDA (1)	$	71,810	$	35,956	$	239,263	$	126,867
Weighted Avg. Shares Outstanding:
Basic		38,395		37,836		38,204		37,740
Diluted		39,615		37,933		39,531		37,844
Earnings Per Share:
Basic	$	0.66	$	0.23	$	2.09	$	0.87
Diluted	$	0.65	$	0.23	$	2.06	$	0.87

(1) The Company calculates EBITDA as earnings before net interest expense, taxes, depreciation and amortization (which includes non-cash asset impairments). 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.

CAL DIVE INTERNATIONAL, INC.

Comparative Condensed Consolidated Balance Sheets

ASSETS					LIABILITIES & SHAREHOLDERS’ EQUITY
(000’s omitted)	Dec. 31, 2004		Dec. 31, 2003			Dec. 31, 2004		Dec. 31, 2003
	(unaudited)					(unaudited)
Current Assets:					Current Liabilities:
Cash and equivalents		$91,142		$8,811	Accounts payable		$56,047		$50,897
Accounts receivable		114,709		96,607	Accrued liabilities		75,502		36,850
Other current assets		48,110		25,232	Current mat of L-T debt		9,613		16,199
Total Current Assets		253,961		130,650	Total Current Liabilities		141,162		103,946
Net Property & Equipment:					Long-term debt		138,947		206,632
Marine Contracting		411,596		420,834	Deferred income taxes		133,777		89,274
Oil and Gas Production		172,821		197,969	Decommissioning liabilities		79,490		75,269
Investments in Production Facilities		67,192		34,517	Other long term liabilities		5,090		2,042
Goodwill		84,193		81,877	Convertible preferred stock		55,000		24,538
Other assets, net		48,995		16,995	Shareholders’ equity		485,292		381,141
Total Assets		$1,038,758		$882,842	Total Liabilities & Equity		$1,038,758		$882,842

EX-99.2

Exhibit 99.2

Owen Kratz - Chief Executive Officer Martin Ferron - President Wade Pursell - Chief Financial Officer Fourth Quarter 2004 Earnings Conference Call March 2, 2005

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) Fourth Quarter Fourth Quarter Third Quarter Year Ending Year Ending 2004 2003 2004 2004 2003 Revenues $162,990 $101,675 $131,987 $543,392 $396,269 Gross Profit (Before Asset Impairment Charges) 56,930 24,685 45,726 175,812 92,083 35% 24% 35% 32% 23% Asset Impairment Charges <3,900> ^ ^ <3,900> ^ Net Income 25,269 8,884 22,794 79,916 32,771 16% 9% 17% 15% 8% Diluted Earnings Per Share 0.65 0.23 0.59 2.06 0.87 EBITDA 71,810 35,956 64,227 239,263 126,867 44% 35% 49% 44% 32% 4

MARAD Construction and Other Long Term Debt Revolving Credit 5 (Amounts in Millions) 12/31/04 06/30/04 12/31/03 12/31/02 Net Debt To Book Capitalization 40% 35% 20% 10%

The Impact of Hurricane Ivan on Cal Dive Earnings Q4/04: The Uncle John, Mystic Viking and several of the Shelf vessels achieved full utilization, at good rates, on post hurricane inspection/clean up work. As expected the net benefit to CDI earnings was a positive contribution of more than $0.05 per share. Q1/05: Hurricane related work continued at a gradually reducing level through February and is largely completed at this point, except for two potentially significant subsea well P&A projects. 6

Marine Contracting (MC) Fourth Quarter Fourth Quarter Third Quarter 2004 2003 2004 Revenues $101,451 $77,697 $78,860 Gross Profit 16,152 9,794 12,509 16% 13% 16% 7 Asset Impairment Charges: During Q4, the Company decided to sell the Merlin and accordingly wrote down her book value to expected sales price. In addition, book values for two shelf assets were deemed impaired and written down to realizable value. Total pre-tax charges were $3.9 million. (Amounts reflected are before intercompany eliminations and charges for marine asset value impairments)

Marine Contracting (MC) cont. Q4/04: Overall revenue improved both sequentially and year over year mainly due to: the positive impact of Hurricane Ivan (slide 6); high procurement revenue associated with the Seawell in Norway; and better market conditions, especially for the Q4000 and Canyon (robotics). Gross profit margins improved 3% year over year but were flat sequentially due to a negative contribution from the Seawell (slide 12). Q1/05: Is usually our slowest quarter and, therefore, is when we schedule most of our necessary vessel drydocks. This year the Q4000, Mystic Viking and Seawell will be drydocked in Q2 due to ongoing work commitments. Market conditions continue to improve with vessel utilization visibility being significantly better than this stage last year. 8

MC - Shelf Fourth Quarter Fourth Quarter Third Quarter 2004 2003 2004 68% 43% 52% Utilization Utilization reached record levels for Q4 due to the positive impact of Hurricane Ivan. The saturation diving vessels (Cal Divers I & II) had a record combined gross profit for the year, which is even more impressive given the termination of the long-standing alliance with Horizon Offshore, in Q1/04. The positive impact of Hurricane Ivan gradually diminished during early Q1/05 and is now virtually over. We are expecting slightly better "non-hurricane" market conditions than last year once the Shelf season gets underway in late March. Most of the improvement should come in the surface diving sector. 9

MC - Deepwater & Robotics Fourth Quarter Fourth Quarter Third Quarter 2004 2003 2004 Deepwater Contracting 64% 74% 52% Robotics 61% 47% 45% Utilization Q4/04: Although the Uncle John and Mystic Viking enjoyed full utilization from Hurricane Ivan work, the Intrepid and Eclipse were both drydocked during the period and the Witch Queen and Merlin remained coldstacked. The robotics group (Canyon) had a much improved quarter, largely driven by strong pipeline burial demand in the Europe/Africa/Mediterranean region. Q1/05 and Outlook: The Intrepid drydocking was completed in January and she, together with the Uncle John, Mystic Viking and Eclipse, have strong backlogs beyond the end of Q2. 10

MC - Deepwater & Robotics cont. The Witch Queen is being reactivated in drydock and will be deployed in the Trinidad market beginning in April. We plan to contribute her to a local joint venture company, formed with a local diving company, in return for a stake in the venture. We see good prospects for the vessel and the joint venture over the medium term. The book value of the Merlin has been reduced and the vessel has been placed up for sale. In the meantime, Canyon has a larger, more capable, vessel on charter to support robotic work in the Gulf of Mexico (GOM). Canyon is also experiencing good early year demand for the Northern Canyon / T750 pipe burial spread and general robotics support services in the Africa / Mediterranean region. 11

MC - Well Operations Fourth Quarter Fourth Quarter Third Quarter 2004 2003 2004 92% 89% 73% Utilization Q4/04: The Q4000 had another good quarter for both utilization and profitability based on a mix of well intervention, construction and logistical support work. Unfortunately, the Seawell had a disappointing quarter due to the adverse impacts of shared weather risk in November, and an engine failure in December while employed on the Statoil contract in Norwegian waters. Overall the vessel had a negative contribution of over $0.03 of earnings. 12

MC - Well Operations cont. Q1/05 and Outlook: The Q4000 is booked until she is planned to enter drydock in April and she has good prospects after that. The Seawell has excellent utilization prospects for the full year, with a minimum 120 days of Statoil work being a foundation contract. The risk profile is considerably better on the Statoil work this year, as we are through the equipment preparation phase and we will not share weather downtime exposure. In general, with steeply improving drill rig rates, we are experiencing improved market conditions for new well intervention contracts. 13

Production Facilities Fourth Quarter Fourth Quarter Third Quarter 2004 2003 2004 Equity in Earnings $3,555 $^ $3,062 Production throughput (MBOe) 2,533 ^ 1,876 14 Q4: The equity contribution from Deepwater Gateway (Marco Polo) improved from Q3, due to a full period of production and no hurricane related shut-ins. Outlook: Although production levels from the Marco Polo field have proven to be disappointing, we remain on track to earn incremental tariffs from the tie back of the K2 and K2 North fields this year. We still anticipate that a significant proportion of the available oil production capacity will be taken up by year-end. During December we also announced the closure of our second Production Facilities transaction, the Independence Hub (see next slide).

Production Facilities: Outlook Jointly owned (20%) with Enterprise Products Partners Project is in build phase and will be deployed in MC 920 Mechanical completion due in late 2006 First production expected in early 2007 We see good opportunities for both associated construction work and PUD acquisitions in the surrounding area. Independence HUB 15

Oil & Gas Production Fourth Quarter Fourth Quarter Third Quarter 2004 2003 2004 Revenues $66,833 $35,793 $59,999 Gross Profit 40,762 15,490 33,277 61% 43% 55% Production (BCFe): Shelf 7.1 6.9 7.7 Gunnison 2.7 0.3 2.3 Average Commodity Prices (net of hedging impact): Oil/Bbl $39.77 $27.75 $38.12 Gas/Mcf 6.83 4.94 5.82 16

Oil & Gas Production Q4: Shelf: Commodity prices remained robust in the fourth quarter with our net realized price per BCFe up 40% from the prior year and 13% over last quarter. Shelf production improved slightly (3%) over year ago levels due primarily to successful results from well exploitation efforts. The 8% decline in production from last quarter is due primarily to depletion, as expected. Natural gas made up 59% of the shelf production in the fourth quarter which compared to 56% in the fourth quarter of 2003. Gunnison: Gunnison production improved 17% over last quarter as additional wells were brought online. Natural gas made up 51% of Gunnison production in the fourth quarter. Outlook: Total production for 2004 came in just short of 40 BCFe, well within the 38 to 44 BCFe range given at the beginning of the year. Our goal is to at least remain flat and hopefully improve upon that level through continuing exploitation efforts and acquisitions. Our 2005 guidance is 40 - 45 BCFe. 17

Hedging: As of January 31, 2005 Production Period Instrument Type Average Monthly Volumes Weighted Average Price Crude Oil: January - June 2005 Swaps 20 MBbl $35.80 January - September 2005 Collars 40 MBbl $37.00 - $47.48 July - December 2005 Collars 30 MBbl $37.00 - $50.60 Natural Gas: January - June 2005 Collars 300,000 MMBtu $5.67 - $8.15 July - December 2005 Collars 225,000 MMBtu $5.00 - $9.44 18

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 X Production Facilities One new Gateway deal ^ Financial Flexible credit structure ^ No equity dilution ^ Earnings > $1.30/Share ^ Safety TRIR below 2:00 ^ 19 Goals Status

2005 Objectives Marine Contracting Revenues: $300 - 330 million Margins: 13% - 15% Oil and Gas 40 - 45 BCFe of production PUD acquisition Mature property acquisition Production Facilities Equity earnings: $22 - 27 million Start up of production from K2/K2N Identify and progress next opportunity Financial Earnings in range $2.00 - $2.70/share No equity dilution Safety TRIR below 1.8 20 Goals