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 12, 2015
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 12, 2015, Deep Down, Inc. issued a press release
announcing its financial results for the quarter ended September 30, 2015. 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 12, 2015 |
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.
|
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DEEP DOWN, INC. |
|
|
|
|
By: |
/s/ Eugene L. Butler |
|
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Eugene L. Butler |
|
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Executive Chairman and Chief Financial Officer |
Date: November 13, 2015
Exhibit 99.1
NEWS RELEASE
November 12, 2015 |
OTCQX: DPDW |
DEEP DOWN REPORTS THIRD QUARTER 2015
RESULTS
HOUSTON, November
12, 2015 /PRNewswire/ --Deep Down, Inc. (OTCQX: DPDW) ("Deep Down" or the "Company"), an oilfield services
company specializing in complex deepwater and ultra-deepwater oil production distribution system support services, today reported
financial results for the quarter ended September 30, 2015.
OPERATING RESULTS
For the third quarter of 2015, Deep Down
reported a net loss of $0.6 million, or $0.04 loss per diluted share, compared to net income of $1.2 million, or $0.08 income per
diluted share for the third quarter of 2014.
Revenues for the quarter ended September
30, 2015 were $6.1 million compared to revenues of $8.5 million for the quarter ended September 30, 2014. The $2.4 million (28
percent) decrease is primarily the result of a delay in the receipt of certain customer orders, mainly due to lower oil prices.
Gross profit for the quarter ended September
30, 2015 was $1.9 million, or 31 percent of revenues, compared to gross profit of $3.5 million, or 41 percent of revenues, for
the quarter ended September 30, 2014. The ten percentage-point decrease in gross profit is primarily attributable to additional
costs incurred on some of our fixed price projects as well as additional costs incurred in preparation for certain customer orders
that were delayed.
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. Modified EBITDA for the quarter ended September 30, 2015 was a $9,000 loss compared to Modified EBITDA of $1.8 million
for the quarter ended September 30, 2014. The $1.8 million decrease is primarily attributable to the decrease in income related
to the delay in the receipt of certain customer orders and additional costs realized on some of our fabrication projects. At September
30, 2015, we had working capital of $12.5 million, including cash of $5.0 million.
Ronald E. Smith, Chief Executive Officer,
stated, “The industry continues to be going through difficult times and is not expected to recover anytime soon. Offshore
drilling is down substantially and continues to fall. Many projects have been pushed into 2017 and 2018. During the third quarter,
we completed fabrication of a very large carousel that was having a significant negative impact on our operations. We also announced
receiving a purchase order for approximately $13 million, which makes our backlog exceed $35 million. I believe these two things
will result in improving our financial results over the next several quarters. We will however, continues to focus our efforts
on better margin business and control our costs. We appreciate the support our customers have given us in these difficult times.”
EARNINGS CONFERENCE CALL
In connection with this earnings release, Deep
Down will host its quarterly conference call on Monday, November 16, 2015 at 4:30 PM Eastern Time (3:30 PM Central Time). Interested
investors are invited to dial the toll free number at (877) 303-6187 and provide the Conference ID: 80360339.
At the conclusion of the call, a replay
will be available until November 21, 2015. 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
casey@stonegateinc.com
Stonegate Inc.
972.850.2001
DEEP DOWN, INC.
SUMMARY FINANCIAL DATA
(Unaudited)
| |
| | |
| | |
| | |
| |
| |
Nine Months Ended | | |
Three Months Ended | |
| |
September 30, | | |
September 30, | |
| |
2015 | | |
2014 | | |
2015 | | |
2014 | |
(In thousands, except per share amounts) | |
| | |
| | |
| | |
| |
Revenues | |
$ | 19,756 | | |
$ | 20,472 | | |
$ | 6,147 | | |
$ | 8,462 | |
Cost of sales | |
| 13,364 | | |
| 13,046 | | |
| 4,231 | | |
| 4,998 | |
Gross profit | |
| 6,392 | | |
| 7,426 | | |
| 1,916 | | |
| 3,464 | |
Total operating expenses | |
| 7,026 | | |
| 7,251 | | |
| 2,492 | | |
| 2,228 | |
Operating income (loss) | |
| (634 | ) | |
| 175 | | |
| (576 | ) | |
| 1,236 | |
Total other income (expense) | |
| (85 | ) | |
| 219 | | |
| (66 | ) | |
| (25 | ) |
Income (loss) before income taxes | |
| (719 | ) | |
| 394 | | |
| (642 | ) | |
| 1,211 | |
Income tax (expense) benefit | |
| (11 | ) | |
| (23 | ) | |
| 3 | | |
| (32 | ) |
Net income (loss) | |
$ | (730 | ) | |
$ | 371 | | |
$ | (639 | ) | |
$ | 1,179 | |
Net income (loss) per share, basic and diluted | |
$ | (0.05 | ) | |
$ | 0.02 | | |
$ | (0.04 | ) | |
$ | 0.08 | |
Weighted-average shares outstanding, basic and diluted | |
| 15,091 | | |
| 15,195 | | |
| 15,032 | | |
| 15,131 | |
| |
| | | |
| | | |
| | | |
| | |
Modified EBITDA data: | |
| | | |
| | | |
| | | |
| | |
Net (loss) income | |
$ | (730 | ) | |
$ | 371 | | |
$ | (639 | ) | |
$ | 1,179 | |
Add back interest expense, net | |
| 200 | | |
| 156 | | |
| 75 | | |
| 47 | |
Add back depreciation and amortization | |
| 1,270 | | |
| 1,202 | | |
| 429 | | |
| 396 | |
Add back income tax expense | |
| 12 | | |
| 23 | | |
| (3 | ) | |
| 32 | |
Add back Panama exit costs accrual | |
| – | | |
| 192 | | |
| – | | |
| – | |
Add back share-based compensation | |
| 382 | | |
| 564 | | |
| 129 | | |
| 129 | |
Deduct equity income of joint venture | |
| – | | |
| (32 | ) | |
| – | | |
| (32 | ) |
Modified EBITDA | |
$ | 1,134 | | |
$ | 2,476 | | |
$ | (9 | ) | |
$ | 1,751 | |
| |
| | | |
| | | |
| | | |
| | |
Cash flow data: | |
| | | |
| | | |
| | | |
| | |
Cash provided by (used in): | |
| | | |
| | | |
| | | |
| | |
Operating activities | |
$ | 806 | | |
$ | (46 | ) | |
| | | |
| | |
Investing activities | |
| (488 | ) | |
| 624 | | |
| | | |
| | |
Financing activities | |
| (661 | ) | |
| (547 | ) | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
| |
| September 30, 2015 | | |
| December 31, 2014 | | |
| | | |
| | |
Balance sheet data: | |
| | | |
| | | |
| | | |
| | |
Cash | |
$ | 4,969 | | |
$ | 5,312 | | |
| | | |
| | |
Current assets | |
| 19,796 | | |
| 22,015 | | |
| | | |
| | |
Current liabilities | |
| 7,295 | | |
| 9,754 | | |
| | | |
| | |
Working capital | |
| 12,501 | | |
| 12,261 | | |
| | | |
| | |
Total assets | |
| 31,855 | | |
| 34,720 | | |
| | | |
| | |
Total debt | |
| 4,979 | | |
| 5,615 | | |
| | | |
| | |
Total liabilities | |
| 7,295 | | |
| 9,754 | | |
| | | |
| | |
Stockholders' equity | |
| 24,560 | | |
| 24,966 | | |
| | | |
| | |
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