Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
As of June 30, 2019, the aggregate market
value of the voting and non-voting common equity held by non-affiliates, computed by reference to the price at which the common
equity was last sold, was $7,630,675.50.
At March 30, 2020, the registrant had 12,541,365
outstanding shares of common stock, par value $0.001 per share.
Unless otherwise indicated, the terms “Deep
Down, Inc.”, “Deep Down”, “Company”, “we”, “our” and “us” are
used in this report to refer to Deep Down, Inc., a Nevada corporation, and its directly and indirectly wholly-owned subsidiaries.
In this Annual Report on Form 10-K (the
“Report”), we may make certain forward-looking statements (“Statements”), including statements regarding
our plans, strategies, objectives, expectations, intentions and resources that are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. We do not undertake to update, revise or correct any of the Statements.
The Statements should also be read in conjunction with our audited consolidated financial statements and the notes thereto.
The Statements contained in this Report
that are not historical fact are forward-looking statements (as such term is defined in the Private Securities Litigation Reform
Act of 1995), within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. The Statements contained herein are based on current expectations that involve a number of risks and uncertainties.
These Statements can be identified by the use of forward-looking terminology such as “believes”, “expects”,
“may”, “will”, “should”, “intend”, “plan”, “could”, “is
likely”, or “anticipates”, or the negative thereof or other variations thereon or comparable terminology, or
by discussions of strategy that involve risks and uncertainties. We caution the readers that these Statements are only predictions.
No assurances can be given that the future results indicated, whether expressed or implied, will be achieved. While sometimes presented
with numerical specificity, these projections and other Statements are based upon a variety of assumptions relating to the business
of the Company, which, although considered reasonable by us, may not be realized. Because of the number and range of assumptions
underlying our projections and Statements, many of which are subject to significant uncertainties and contingencies that are beyond
our reasonable control, some of the assumptions inevitably will not materialize, and unanticipated events and circumstances may
occur subsequent to the date of this Report. These Statements are based on current expectations and we assume no obligation to
update this information. Therefore, our actual experience and the results achieved during the period covered by any particular
projections or Statements may differ substantially from those projected. Consequently, the inclusion of projections and other Statements
should not be regarded as a representation by us or any other person that these estimates and projections will be realized, and
actual results may vary materially. There can be no assurance that any of these expectations will be realized or that any of the
Statements contained herein will prove to be accurate.
The risks and uncertainties mentioned previously
relate to, among other matters, the following:
PART I
General
Deep Down, Inc., a Nevada corporation (the
“Company”, “Deep Down”, “we”, “our” and “us”), is a leading oilfield
products and services company providing solutions for the world’s energy and offshore industries. Primary operations are
conducted under Deep Down, Inc., a Delaware corporation (“Deep Down Delaware”), which is a wholly-owned subsidiary
of the Company.
Deep Down’s website address is www.deepdowninc.com.
The Company makes available, free of charge on its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after the Company electronically files
such material with, or furnishes them to, the Securities and Exchange Commission (the “SEC”). Paper or electronic
copies of these documents may be obtained upon request by contacting the Company. The SEC maintains an internet website that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including
the Company, at www.sec.gov.
Business Overview
Deep Down is a leading oilfield products
and services company providing solutions for the world’s energy and offshore industries. The Company’s primary focus
is on complex deepwater and ultra-deepwater support services and subsea distribution products used between the production facility
and the wellhead. Deep Down supports subsea engineering, installation, commissioning, and maintenance projects through specialized,
highly experienced service teams and engineered technological solutions. The Company also offers subsea equipment storage, system
integration testing, subsea installation services and equipment rental, umbilical manufacturing, and more. The Company’s
broad line of solutions are engineered and manufactured primarily for major integrated, large independent, and foreign national
oil and gas companies in offshore areas throughout the world. These products are often developed in direct response to customer
requests for solutions to critical needs in the field.
Deep Down’s goal is to provide superior
services and products to its customers in a safe, cost-effective, and timely manner. The Company believes there is significant
demand for, and brand name recognition of, its established services and products due to the technical capabilities, reliability,
cost-effectiveness, timeliness of delivery and execution, and operational efficiency features of these solutions.
For the years ended December 31, 2019 and
2018, the Company had only one operating and reporting segment, Deep Down Delaware.
Services
Deep Down supports all aspects of subsea
field development with its engineering and project management services, including the design, installation, and retrieval of subsea
equipment and systems, connection and termination operations, well-commissioning services, and construction support. The Company
works closely with all customers to provide the fastest, safest, and most cost-effective solutions to a variety of complex issues.
The Company also serves a range of customers, including oil and gas operators, installation contractors, and subsea equipment manufacturers.
Project
Management and Engineering. Deep Down’s project managers and engineers have extensive experience and knowledge with
a proven track record to support customers both on and offshore. Particularly, the Company specializes in the design and engineering
of steel tube flying leads, umbilicals, flexible and rigid risers, flowlines, and jumpers. Deep Down’s comprehensive subsea
engineering services oversee all project requirements from conception to final commissioning, including offshore participation
during installation to ensure proper execution and safe completion of projects.
Spooling Services. Deep
Down’s engineering teams provide the planning, supervision, specialized equipment, and coordination with offshore installation
personnel for a customer’s pull-in and spooling needs. The Company has the ability to manage every stage of the process from
terminations, spooling operation, installation, testing, monitoring, and pull-in for umbilicals and flying leads.
Testing and Commissioning Services.
The Company is capable of performing all aspects of testing related to connecting the umbilical termination assemblies, performing
installations, and completing the commissioning of the system thereafter. This includes initial factory acceptance testing, extended
factory acceptance testing, and system integration testing, and offshore installation and commissioning services. The Company also
offers a variety of pumping systems to meet industry needs and offer maximum flexibility to ensure a safe and efficient commissioning
program.
Storage Management. Deep Down’s
facility in Houston, Texas covers more than 255,000 square feet on 23 acres, offering high quality warehousing capacity, external
storage, and a strategic location in Houston's Ship Channel area. Among other capabilities, the Company provides long-term specialized
contract warehousing, long and short-term storage, material handling equipment, integrated inventory management, packing, and labeling.
The Company also leases a 6,500 square
foot shore-based facility located in Mobile, Alabama. The Mobile site is used to store customer products and allows for full system
integration testing of equipment prior to deployment offshore.
Equipment Refurbishment and Intervention
Services. The Company provides refurbishment and repurposing of recovered subsea equipment and associated support services
for offshore interventions. As an emergency or intervention arises, the stored asset is engineered, reconfigured, and tested per
customer specifications. Additionally, Deep Down has developed a suite of proprietary equipment and tools available to address
the critical offshore needs of its customers and minimize production disruptions due to unplanned events. A Deep Down service technician
is then sent out with the equipment to support the offshore campaign.
Products
Deep Down designs, manufactures,
fabricates, inspects, assembles, tests, and installs subsea distribution equipment used by major integrated, large independent,
and foreign national oil and gas companies in offshore areas throughout the world. The Company’s products are used during
exploration, development, and production operations on offshore drilling rigs, installation and intervention vessels, and as part
of the permanently installed subsea production infrastructure.
Flying Leads. Deep Down designs,
manufactures, and installs flying leads, particularly steel tube flying leads. The Company’s flagship product, the Loose
Steel Tube Flying Lead (“LSFL®”), was developed to eliminate the residual memory left in traditional flying leads
due to the bundling process. The loose lay of the tubes is more compliant allowing the bundle to lay flat on the sea floor
and follow the prescribed lay path precisely. Deep Down employs the patented Moray® termination system on each end of the LSFL®.
The Moray® termination is a lightweight, high-strength, configurable, and field serviceable framework used to connect any commercially
available Multi-Quick Connect (“MQC”) plate to the LSFL® bundle. The Moray® termination assembly offers
several cost and time saving benefits over traditional competitive solutions that allow the Company to lower the total installed
cost of customer projects.
Umbilical Hardware. Deep Down designs
and fabricates lightweight and compact umbilical hardware that covers the entire scope of a project’s needs from the topside
platform to the subsea connection. The Company’s Umbilical Termination Assembly (“UTA”) and new compliant
UTA allows the installation team to terminate the umbilical with a higher degree of quality, place the critical components of the
base unit on the reel or on the carousel, and handle it with additional ease and safety. The UTA can then be combined with
the mud mat assembly easily and offers both first-end stab and hinge-over features as well as yoke second end landing. Deep
Downs’s termination services offer the ability to refurbish existing topside umbilical terminations from multiple manufacturers
and provide a completely new connection, thus extending the life of the umbilical and the subsea field. Bend Stiffener Latchers™
(“BSL®”) are designed to secure a dynamic umbilical to an existing or standard flange offering significant cost
savings and without the need for modification to the rig interface or the use of divers. The quick-release and locking mechanism
allows a single ROV to engage or disengage the locking mechanism resulting in significant savings to the customer.
Riser Isolation Valves and Subsea Isolation
Valve Services. Deep Down's Riser Isolation Valve (“RIV”) and Subsea Isolation Valve (“SSIV”) control
systems are unique solutions that provide platform personnel hydraulic control and electrical indication for subsea production
valves. These systems provide numerous advantages to the customer including emergency shutdown capabilities, valve positioning
monitoring systems, and auxiliary positions for spare and/or future field development.
In addition to fabrication of these systems,
Deep Down provides subsea installation engineering, consulting, and service personnel to support customers, installation contractors,
valve vendors, and more. The Deep Down team provides commissioning and technical assistance to customers and platform personnel
and seeks to ensure that the systems are working properly.
Installation Aids. The
Company has developed an extensive array of installation aids, including flying lead installation systems, tensioners, lay
chutes, buoyancy modules, clump weights, mud mats, pumping and testing skids, control booths, fluid drum carriers, under-rollers,
200 ton, 400 ton, 3,400 ton, and 3,500 ton carousels, running and parking deployment frames, termination shelters, pipe straighteners,
Subsea Deployment Basket System (SDB®), Horizontal Drive Units (“HDU”), and Rapid Deployment Cartridges (“RDC”).
Non-Helical Umbilical®. Deep
Down's patented Non-Helical Umbilical (“NHU®”) can be manufactured according to project specifications using super
duplex tubes in standard sizes and in any configuration of hydraulic, electrical, or optical elements. It is intended for
long-term infield (static) or short-term dynamic service applications. Multiple tubes may be fed into the patented Deep Down NHU®
manufacturing mechanism, bundled, then extruded with a high-density polyethylene outer jacket.
The proprietary NHU® manufacturing
concept is fully containerized, portable and easily transported for setup virtually anywhere in the world. The ability to manufacture
in close proximity to subsea fields offers the benefits of reduced lead times, the use of smaller installation vessels, increased
local content where applicable, and more favorable economics.
Manufacturing
Our primary operations are located at a
255,000 sq. ft. facility on 23 acres in Houston, Texas, where we have been since 2013. In addition to increasing our production
capacity, this facility provided the space to build our steel tube flying lead (“STFL”) overhead tracking system. This
system enables us to easily move STFLs from station to station during production for welding, X-ray and factory acceptance testing.
We have also significantly expanded our clean, stainless steel welding and tube bending environment, which is separated from all
carbon steel fabrication.
We have a 12’x60’ wet testing
tank, adding the capability to test products and rigging with buoyancy scenarios in the water. Featuring filtered water and
underwater lighting, this testing tank enables us to launch and test small ROVs and ROV operations.
Our manufacturing plant is ISO 9001 certified.
We continue to improve our standards and product quality through the use of quality assurance specialists working with our product
manufacturing personnel throughout the manufacturing process. We have the capacity to complete large turn-key projects and still
have reserve space for unforeseen emergency projects requiring immediate service and the attention to which our customers are accustomed.
Customers
Demand for our deepwater and ultra-deepwater
services, surface equipment and offshore rig equipment is dependent on the condition of the oil and gas industry and its ability
and need to make capital expenditures, as well as continual maintenance and improvements on its offshore exploration, drilling
and production operations. The level of these expenditures is generally dependent upon various factors such as expected prices
of oil and gas, exploration and production costs of oil and gas, and the level of offshore drilling and production activity. The
prevailing view of future oil and gas prices are influenced by numerous factors affecting the supply and demand for oil and gas. These
factors include worldwide economic activity, interest rates, cost of capital, environmental regulation, tax policies, and production
levels and prices set and maintained by producing nations and the Organization of the Petroleum Exporting Countries. Capital
expenditures are also dependent on the cost of exploring for and producing oil and gas, the sale and expiration dates of domestic
and international offshore leases, the discovery rate of new oil and gas reserves in offshore areas and technological advances.
Oil and gas prices and the level of offshore drilling and production activity have historically been characterized by significant
volatility.
Our principal customers are major integrated
oil and gas companies, large independent oil and gas companies, foreign national oil and gas companies, subsea equipment manufacturers
and subsea equipment installation contractors involved in offshore exploration, development and production. Offshore
drilling contractors, engineering and construction companies, and other companies involved in maritime operations represent a smaller
customer base.
We are not dependent on any one customer
or group of customers. The amount and variety of our products and services required in a given period by a customer depends upon
its capital expenditure budget as well as the results of competitive bids. Consequently, a customer may account for a material
portion of revenues in one period and may represent an immaterial portion of revenues in a subsequent period. While we are not
dependent on any one customer or group of customers, the loss of one or more of our significant customers could, at least on a
short-term basis, have an adverse effect on the results of our operations.
Marketing and Sales
We market our services and products worldwide
through our Houston-based sales force. We periodically advertise in trade and technical publications targeting our customer base. We
also participate in industry conferences and trade shows to enhance industry awareness of our products and services. Our
customers generally order products and services after consultation with us on their project. Orders are typically completed
within two weeks to three months depending on the type of product or service. Larger and more complex products may require
four to six months to complete, though we have accepted several longer-term projects, requiring significantly more time to complete. Our
customers select our products and services based on the quality, reliability and reputation of the product or service, price, timely
delivery and advanced technology. For large production system orders, we engage our project management team to coordinate
customer needs with our engineering, manufacturing and service departments, as well as with subcontractors and vendors. Our
profitability on our projects is dependent on performing accurate and cost-effective bids as well as performing efficiently in
accordance with bid specifications. Various factors can adversely affect our performance on individual projects that
could potentially adversely affect the profitability of a project.
Backlog
Information regarding our backlog is incorporated
herein by reference from the section entitled, “Industry and Executive Outlook” in Part II, Item 7 of this Report.
Product Development and Engineering
The technological demands of the oil and
gas industry continue to increase as offshore exploration and drilling operations expand into deeper and more hostile environments. Conditions
encountered in these environments could soon include well pressures of up to 20,000 psi, mixed flows of oil and gas under high
pressure that may also be highly corrosive, and water depths in excess of 10,000 feet. We are continually engaged in
product development activities to generate new products and to improve existing products and services to meet our customers’
specific needs. We also focus our activities on reducing the overall cost to the customer, which includes not only the
initial capital cost but also operating costs associated with our products.
We have an established track record of
introducing new products and product enhancements. Our product development work is conducted at our facility in Houston,
Texas, and in the field. Our application engineering staff also provides engineering services to customers in connection
with the design and sales of our products. Our ability to develop new products and maintain technological advantages
is important to our future success.
We believe that the success of our business
depends more on the technical competence, creativity and marketing abilities of our employees than on any individual patent, trademark
or copyright. Nevertheless, as part of our ongoing product development and manufacturing activities, our policy is to
seek patents when appropriate on inventions concerning new products and product improvements. All patent rights for
products developed by employees are assigned to us.
Competition
The principal competitive factors in the
petroleum drilling, development and production, and maritime equipment markets are quality, reliability, and reputation of the
product, price, technology, and timely delivery. We face significant competition from other manufacturers of exploration,
production, and maritime equipment. Several of our primary competitors are diversified multinational companies with
substantially larger operating staffs and greater capital resources and have a longer history in the manufacturing of these types
of equipment.
Employees
At March 30, 2020, we had a total of 48
full-time employees. We also work with a pool of contractors who enable us to scale our operations at short notice,
as business needs demand. Our employees are not covered by collective bargaining agreements and we generally consider our employee
relations to be good. Our operations depend in part on our ability to attract a skilled labor force. While
we believe that our wage rates are competitive and that our relationship with our skilled labor force is good, a significant increase
in the wages paid by competing employers could result in a reduction of our skilled labor force and increases in the wage rates
that we pay or both.
Governmental Regulations
A significant portion of our business activities
are subject to federal, state, local and foreign laws and regulations and similar agencies of foreign governments. The technical
requirements of these laws and regulations are becoming increasingly expensive, complex and stringent. These regulations
are administered by various federal, state and local health and safety and environmental agencies and authorities, including the
Occupational Safety and Health Administration of the U.S. Department of Labor and the U.S. Environmental Protection Agency. From
time to time, we are also subject to a wide range of reporting requirements, certifications and compliance as prescribed by various
federal and state governmental agencies. Expenditures relating to such regulations are made in the normal course of our business
and are neither material nor place us at any competitive disadvantage. We do not currently expect that compliance with such laws
will require us to make material additional expenditures.
We are also affected by tax policies and
other laws and regulations generally relating to the oil and gas industry, including those specifically directed to offshore operations. Adoption
of laws and regulations that curtail exploration and development drilling for oil and gas could adversely affect our operations
by limiting demand for our services or products.
Increased concerns about the environment
have resulted in offshore drilling in certain areas being opposed by environmental groups, and certain areas have been restricted. To
the extent that new or additional environmental protection laws that prohibit or restrict offshore drilling are enacted and result
in increased costs to the oil and gas industry in general, our business could be materially affected. In addition, these
laws may provide for “strict liability” for damages to natural resources or threats to public health and safety, rendering
a party liable for the environmental damage without regard to negligence or fault on the part of such party. Sanctions for
noncompliance may include revocation of permits, corrective action orders, administrative or civil penalties and criminal prosecution.
Certain environmental laws provide for joint and several liabilities for remediation of spills and releases of hazardous
substances. In addition, companies may be subject to claims alleging personal injury or property damage as a result of alleged
exposure to hazardous substances, as well as damage to natural resources. Such laws and regulations may also expose us to
liability for the conduct of or conditions caused by others, or for our acts that were in compliance with all applicable laws at
the time such acts were performed. Compliance with environmental laws and regulations may require us to obtain permits or
other authorizations for certain activities and to comply with various standards or procedural requirements.
We cannot determine to what extent our
future operations and earnings may be affected by new legislation, new regulations or changes in existing regulations. We
believe that our facilities are in substantial compliance with current regulatory standards. Based on our experience
to date, we do not currently anticipate any material adverse effect on our business or consolidated financial position as a result
of future compliance with existing environmental laws and regulations controlling the discharge of materials into the environment. However,
future events, such as changes in existing laws and regulations or their interpretation, more vigorous enforcement policies of
regulatory agencies, or stricter or different interpretations of existing laws and regulations, may require additional expenditures
which may be material.
Intellectual Property
While we are the holder of various patents,
trademarks and licenses relating to our business, we do not consider any individual intellectual property to be material to our
business operations.
Not Applicable
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
None
ITEM 2.
|
Description of Property
|
Our operating facility is located at 18511
Beaumont Highway, Houston, Texas 77049 (“Highway 90”). Our Highway 90 facility consists of approximately 23 acres of
land and includes 255,000 sq. ft. of indoor manufacturing and storage space. We have a 10-year lease on our Highway 90 facility,
which commenced in June 2013 at a base rate of $90,000 per month, adjustable based on the CPI, for the remainder of the lease term.
Additionally, we lease, on a month-to-month basis, 6,500 square feet of storage space in Mobile, AL to house our 3,400-ton carousel
system for $5,000 per month.
We believe that our current space is suitable,
adequate and of sufficient capacity to support our current operations.
ITEM 3.
|
Legal Proceedings
|
From time to time, we may be involved in
legal proceedings arising in the normal course of business. We expense or accrue legal costs as we incur them. A summary of our
material legal proceedings is as follows:
On August 6, 2018, GE Oil and Gas UK Ltd.
(“GE”) requested that the Company mediate a dispute between the parties in the ICC International Centre for ADR (“ICC”).
The dispute involves alleged delays and defects in products manufactured by the Company for GE dating back to 2013. The Company
disputed GE’s allegations and vigorously defended itself against these allegations. Mediation took place on November 28,
2018 but was not resolved. On February 22, 2019, GE initiated arbitration proceedings with the ICC. The total amount in dispute
was originally $2,630,000 but was later reduced to $2,252,000. On February 26, 2020 the parties agreed in principle to settle
the dispute, and the parties are working toward finalizing the terms of a definitive settlement agreement. The Company therefore
accrued a liability related to this matter in the amount of $750,000 for the year ended December 31, 2019.
In November 2011, the Company delivered
equipment to Aker Solutions, Inc. (“Aker”), but Aker declined to pay the final invoice in the aggregate amount of
$270,000, alleging some warranty items needed to be repaired. The Company made repairs, but Aker continued to claim further work
was required. The Company repeatedly attempted to collect on the receivable, and ultimately filed suit on November 16, 2012, in
the Harris County District Court. Aker subsequently filed a counter-claim on March 20, 2013 in the aggregate amount of $1,000,000,
for reimbursement of insurance payments allegedly made for repairs. The parties have not reached a resolution on this matter.
At this point, it is not clear as to whether an unfavorable outcome is either probable or remote, and the Company is unable to
determine the likelihood of an unfavorable outcome or the amount or range of potential loss if the outcome should be unfavorable.
ITEM 4.
|
MINE SAFETY DISCLOSUREs
|
None
PART III
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
The following table sets forth the names, ages and positions
of our directors and executive officers as of December 31, 2019:
Name
|
|
Age
|
|
Position Held with Deep Down
|
Charles K. Njuguna
|
|
42
|
|
President, Chief Executive Officer, Chief Financial Officer, and Director
|
Micah Simmons
|
|
43
|
|
Chief Operating Officer
|
Mark Carden
|
|
61
|
|
Chairman of the Board of Directors
|
David J. Douglas
|
|
56
|
|
Director
|
Neal I. Goldman
|
|
75
|
|
Director
|
Biographical information regarding
each of our current directors and executive officers is as follows. The following paragraphs also include specific information
about each director’s experience, qualifications, attributes or skills that led the Board of Directors to the conclusion
that the individual should serve on the Board as of the time of this filing, in light of our business and structure:
Charles K. Njuguna, President, Chief
Executive Officer, Chief Financial Officer, and Director. Mr. Njuguna has served as the Company’s Chief Executive
Officer since September 2019 following Mr. Ronald Smith’s resignation. Since September 2017, Mr. Njuguna has served as the Company’s
Chief Financial Officer. Mr. Njuguna joined the Company in early 2012 to manage the Company’s corporate accounting activities,
was later appointed to manage all of the Company’s commercial activities, and was subsequently promoted to Business Manager,
with oversight for a wide range of financial, operational and administrative functions. Additionally, Mr. Njuguna has over 20 years
of international business experience, including various operational and financial management roles in Africa, the UK and the US.
Mr. Njuguna holds an MBA from the University of Texas at Austin.
Mr. Njuguna is qualified to serve as a
director based on his in-depth knowledge of the Company’s operations and his international business experience.
Micah Simmons, Chief Operating Officer.
Mr. Simmons has served as the Company’s Chief Operating Officer since September 2019. Mr. Simmons was the Vice President
of Project Management for Global Operations in Siemens Oil and Gas, based in Houston, Texas. Mr. Simmons led the global project
organization, with responsibility for project strategy, execution, processes, and governance across ten factories. While at Siemens
he was charged with building the project management organization to improve customer satisfaction and project results across legacy
Siemens and Dresser-Rand factories. Prior to Siemens, Mr. Simmons spent 20 years with TechnipFMC most recently as a Vice President,
Global Supply and led teams of hundreds of employees over the course of his career in Malaysia, Norway and Houston, including
those focused on subsea manifolds and pipeline systems. Mr. Simmons earned an MBA from the Darden Graduate School of Business
Administration at the University of Virginia and a Bachelor of Science in Mechanical Engineering at Texas A&M University.
He is licensed as a professional engineer in Texas.
Mark Carden, Chairman of the Board
of Directors. Mr. Carden has served as Chairman of the Board since September 30, 2017. Mr. Carden joined the Board as an
independent director effective May 1, 2014, and was appointed Chairman of the Audit Committee of the Board of Directors. Mr. Carden
was a Partner at Coopers & Lybrand, LLP, now PricewaterhouseCoopers, LLP and held multiple senior-level financial positions
specializing in electric and gas utilities from 1981 to 1999; he most recently served as Chief Operating Officer, Global Energy
Assurance Practice. Additionally, Mr. Carden was one of three CPAs in the US selected to serve a two-year fellowship at the Financial
Accounting Standards Board from 1991 to 1993. Mr. Carden holds a BBA from Texas A&M University. He is currently the Executive
Pastor and Elder at Clear Creek Community Church, in League City, Texas. Mr. Carden is also a member of the Compensation Committee.
Mr. Carden is qualified for service on the Board based on his
experience and expertise in management, notably his knowledge of the energy market and business strategy, and is a financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K.
David J. Douglas, Director.
Mr. Douglas joined the Board as an independent
director effective April 16, 2019. Mr. Douglas is the Principal of Jamaka Capital Management, LLC, the Company’s largest
institutional investor. Mr. Douglas has over 30 years of investment experience as a principal including 25 years in the family
office industry. Mr. Douglas is a graduate of the University of Pennsylvania’s Wharton School earning a BS in Economics,
Magna Cum Laude. Mr. Douglas is a member of the Audit and Compensation Committees.
Mr. Douglas is qualified to serve as a
director based on his significant finance and investment experience.
Neal I. Goldman, Director.
Mr. Goldman joined the Board as an
independent director effective April 16, 2019. Mr. Goldman is the President and Founder of Goldman Capital Management, Inc.,
a family office since 2018, which was previously an investment advisory firm founded in 1985. Mr. Goldman is a Chartered
Financial Analyst (CFA). Mr. Goldman received his B.A. degree in Economics from The City University of New York (City
College). Mr. Goldman is a member of the Audit and Compensation Committees.
Mr. Goldman is qualified to serve as a
director based on his significant finance and investment background.
Corporate Governance
Code of Ethics
The Company has adopted Codes of Ethical
Conduct that apply to all its directors, officers (including its chief executive officer, chief operating officer, controller
and any person performing such functions) and employees. The Company has previously filed copies of these Codes of Ethical Conduct
and they can be located pursuant to the information shown in the Exhibit list items 14.1 and 14.2 to this Report. Copies of the
Company’s Codes of Ethical Conduct may also be obtained at the Investors section of the Company’s website, www.deepdowninc.com,
or by written request addressed to the Corporate Secretary, Deep Down, Inc., PO Box 1389, Crosby, TX 77049. The Company intends
to satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers from, provisions of
its code of ethics that apply to the Chief Executive Officer, Vice President of Finance or Controller by posting such information
on the Company’s website. Information contained on the website is not part of this Report.
The Company’s Board of Directors
is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results
and effectiveness of the annual audit of the Company's financial statements and other services provided by the Company’s
independent public accountants. The Board of Directors reviews the Company's internal accounting controls, practices and policies.
Our Board of Directors has determined that Mr. Carden qualifies as an independent audit committee financial expert as defined in
Item 407(d)(5)(ii) of Regulation S-K.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act
requires our officers and directors, and persons who own more than ten percent of a registered class of our equity securities,
to file reports of securities ownership and changes in such ownership with the SEC. Officers, directors and greater than ten percent
shareholders also are required by rules promulgated by the SEC to furnish us with copies of all Section 16(a) forms they file.
Based solely on the Company’s review
of the copies of such forms received by it, the Company believes that all Section 16(a) filing requirements applicable to
its officers and directors and greater-than ten percent beneficial owners during the year ended December 31, 2019 were in compliance.
|
Item 11.
|
Executive Compensation
|
The following table sets forth information
concerning total compensation earned in the years ended December 31, 2019 and 2018 by each person who served as our Principal Executive
Officer (“PEO”) during 2019, and our other executive officer during the year ended December 31, 2019 (collectively,
our “Named Officers”).
Summary Compensation Tables for the years ended December
31, 2019 and 2018
Name and Principal Position
|
|
Year
|
|
|
Salary
|
|
|
Stock Awards
|
|
|
All Other Compensation (1) (2)
|
|
|
Total
|
|
Ronald Smith,
|
|
|
2019
|
|
|
$
|
347,234
|
|
|
$
|
–
|
|
|
$
|
300,858
|
|
|
$
|
648,092
|
|
Founder and former Chief Executive Officer
|
|
|
2018
|
|
|
$
|
493,845
|
|
|
$
|
–
|
|
|
$
|
62,552
|
|
|
$
|
556,397
|
|
Charles K. Njuguna,
|
|
|
2019
|
|
|
$
|
273,079
|
|
|
$
|
65,000
|
|
|
$
|
38,892
|
|
|
$
|
376,971
|
|
President, Chief Executive Officer, and Chief Financial Officer
|
|
|
2018
|
|
|
$
|
246,157
|
|
|
$
|
90,000
|
|
|
$
|
59,558
|
|
|
$
|
395,715
|
|
Micah Simmons,
|
|
|
2019
|
|
|
$
|
61,250
|
|
|
$
|
32,500
|
|
|
$
|
5,214
|
|
|
$
|
98,964
|
|
Chief Operating Officer
|
|
|
2018
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
–
|
|
|
(1)
|
Amounts in 2019 represent:
|
|
·
|
Automobile/Cell phone allowances of $13,500 to Mr. Smith, $19,500 to Mr. Njuguna and $5,214 to Mr. Simmons;
|
|
·
|
Reimbursement of $9,331 to Mr. Smith, $19,392 to Mr. Njuguna and $1,972 to Mr. Simmons for healthcare premiums;
|
|
·
|
Payments for vacation not taken in 2019 of $24,827 for Mr. Smith;
|
|
·
|
Severance pay of $250,000 to Mr. Smith; and
|
|
·
|
Cash bonus of $3,200 paid to Mr. Smith for time spent outside the country on a customer project.
|
|
(2)
|
Amounts in 2018 represent:
|
|
·
|
Automobile allowances of $19,500 to Mr. Smith and Mr. Njuguna;
|
|
·
|
Payments for vacation not taken in 2018 of $19,291 for Mr. Smith and $14,423 for Mr. Njuguna;
|
|
·
|
Reimbursement of $10,761 to Mr. Smith and $25,635 to Mr. Njuguna for healthcare premiums; and
|
|
·
|
Cash bonus of $13,000 paid to Mr. Smith for time spent outside the country on a customer project.
|
Narrative Disclosure to Summary Compensation Table
On January 1, 2016, the Company entered
into an employment agreement with Mr. Smith for a term of three years. The employment agreement provided that Mr. Smith receive
annual cash compensation of $501,562. Effective September 1, 2019, the Company and Mr. Smith agreed to terminate his employment
agreement, pursuant to the terms of a transition agreement. Under the terms of the transition agreement, the Company paid Mr.
Smith severance payments aggregating $250,000. Additionally, the transition agreement provides that the Company pay Mr. Smith
$41,769.80 per month, from September 1, 2019 through December 31, 2019, and $15,000 per month, from January 1, 2020 through December
31, 2021, in exchange for his services.
On September 18, 2019, the Company amended
the existing employment agreement with Mr. Njuguna for a term of three years, effective September 1, 2019, and subject to automatic
annual renewals, unless at least 90 days prior to the applicable renewal date, the Company shall give notice that the employment
agreement shall not be extended. The employment agreement provides that Mr. Njuguna receive annual cash compensation of $325,000.
On September 12, 2019, the Company entered
into an employment agreement with Mr. Simmons for a term of three years effective September 23, 2019, and subject to automatic
annual renewals, unless at least 90 days prior to the applicable renewal date, the Company shall give notice that the employment
agreement shall not be extended. The employment agreement provides that Mr. Simmons receive annual cash compensation of $245,000.
Outstanding Equity Awards at December
31, 2019
The following table summarizes nonvested
stock awards assuming a market value of $0.67 per share (the closing market price of the Company’s common stock on December
31, 2019). See Note 6, “Share-Based Compensation”, of the Notes to Consolidated Financial Statements included in this
Report for additional information.
|
|
|
STOCK AWARDS
|
|
|
|
|
Number of Shares or Units of Stock That Have Not Vested
|
|
|
|
Market Value of Shares or Units of Stock that
|
|
Name
|
|
|
(1) (2)
|
|
|
|
Have Not
Vested
|
|
Charles K. Njuguna
|
|
|
100,000
|
|
|
$
|
67,000
|
|
Micah Simmons
|
|
|
150,000
|
|
|
$
|
100,500
|
|
|
(1)
(2)
|
The shares are scheduled to vest on October
1, 2020.
The shares are scheduled to vest on September
23, 2020, 2021 and 2022.
|
On September 24, 2019, Mr. Njuguna received
stock options to purchase 150,000 shares of common stock with an exercise price of $0.65 per share. As of December 31, 2019, none
of these options have vested. The remaining unvested options will vest as follows: fifty percent on September 24, 2020 and fifty
percent on September 24, 2021.
Benefits payable upon change in control
Both Mr. Njuguna’s and Mr. Simmons’
(the “Executives”) employment agreements contain provisions related to change in control.
In the event of termination of either of
the Executives’ employment for any reason, he will be entitled to receive all accrued, unpaid salary and vacation time through
the date of termination and all benefits to which the Executive is entitled or vested under the terms of all employee benefit and
compensation plans, agreements and arrangements in which the Executive is a participant as of the date of termination. In
addition, subject to executing a general release in favor of us, the Executive will be entitled to receive certain severance payments
in the event his employment is terminated by the Company “other than for cause” or by the Executive with “good
reason.” These severance payments include the following:
(i) a
lump sum in cash equal to one times the Executive’s annual base salary (at the rate in effect on the date of termination),
provided, however, that if such termination occurs prior to the date that is twelve months following a change of control, then
such payment will be equal to two times the Executive’s annual base salary (at the rate in effect on the date of termination);
(ii) a
lump sum in cash equal to the average annual bonus paid to the Executive for the prior two full fiscal years preceding the date
of termination; provided, however, that if such termination occurs prior to the date that is twelve months following a change of
control, then such payment will be equal to two times the average annual bonus paid to the Executive for the prior two full fiscal
years preceding the date of termination;
(iii) a
lump sum in cash equal to a pro rata portion of the annual bonus payable for the period in which the date of termination occurs
based on the actual performance under our annual incentive bonus arrangement; provided, however, that such pro rata portion shall
be calculated based on the Executive’s annual bonus for the previous fiscal year; but if no previous annual bonus has been
paid to the Executive, then the lump sum cash payment for this current pro rata annual bonus obligation shall be no less than fifty
percent of the Executive’s annual base salary; and
(iv) if
the Executive’s termination occurs prior to the date that is twelve months following a change of control, then each and every
share option, restricted share award and other equity-based award that is outstanding and held by the Executive shall immediately
vest and become exercisable.
The Executives have agreed to not, during
the term of their employment and for a one-year period after their termination, engage in “Competition” (as defined
in his employment agreement) with us, solicit business from any of our customers or potential customers, solicit the employment
or services of any person employed by or a consultant to us on the date of termination or within six months prior thereto, or otherwise
knowingly interfere with our business or accounts or any of our subsidiaries.
The Executives’ employment agreements
also provide that we, to the extent permitted by applicable law and our by-laws, will defend, indemnify and hold harmless the Executive
from any and all claims, demands or causes of action, including reasonable attorneys’ fees and expenses, suffered or incurred
by the Executive as a result of the assertion or filing of any claim, demand, litigation or other proceedings based upon statements,
acts or omissions made by or on behalf of the Executive pursuant to the Employment Agreement or in the course and scope of the
Executive’s employment with us. We will also maintain and pay all applicable premiums for directors’ and
officers’ liability insurance which shall provide full coverage for the defense and indemnification of the Executive, to
the fullest extent permitted by applicable law.
Compensation of Directors
The Compensation Committee of the Board
of Directors makes all decisions regarding director compensation. Only directors who are not employees, independent contractors
or consultants of the Company or any of its subsidiaries or affiliates (“Independent Directors”), are entitled to receive
a fee, plus reimbursement of reasonable out-of-pocket expenses incurred to attend Board meetings.
The Company uses a combination of cash
and equity-based compensation, in the form of restricted stock, to attract and retain qualified candidates to serve on the Board.
We believe our compensation arrangement for Independent Directors is comparable to the standards of peer companies within our industry
and geographical location.
The following table provides certain information
with respect to the 2019 compensation awarded or earned by our Independent Directors who served in such capacity during the year
and Mary L. Budrunas, who resigned as a director in 2019 and is the spouse of our founder.
Name
|
|
Fees Earned or Paid in Cash
($)
|
|
|
|
Option Awards
($) (1)
|
|
|
All Other Compensation
($) (2)
|
|
|
Total
|
|
Mary L. Budrunas
|
|
$
|
–
|
|
|
$
|
–
|
|
|
$
|
52,500
|
|
|
$
|
52,500
|
|
Mark Carden
|
|
$
|
10,500
|
|
|
$
|
18,750
|
|
|
$
|
–
|
|
|
$
|
21,750
|
|
David J. Douglas
|
|
$
|
–
|
|
|
$
|
18,750
|
|
|
$
|
–
|
|
|
$
|
18,750
|
|
Neal I. Goldman
|
|
$
|
–
|
|
|
$
|
18,750
|
|
|
$
|
–
|
|
|
$
|
18,750
|
|
|
(1)
|
On June 24, 2019, the Company’s independent directors each received stock options to purchase
50,000 shares of common stock with an exercise price of $0.75 per share. As of December 31, 2019, fifty percent of these options
have vested. The remaining unvested options will vest as follows: twenty-five percent on February 29, 2020 and twenty-five percent
on May 31, 2020.
|
|
(2)
|
An agreement with Ms. Budrunas, a former director, provided that she be reasonably available to
the Company, up to 60 hours per month, in exchange for compensation of $17,500 per month.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
Set forth below is certain information
with respect to beneficial ownership of Common Stock as of March 30, 2020, except as otherwise noted below, by (i) each person
known by us to beneficially own more than 5 percent of the outstanding shares of our common stock; (ii) each Director as of such
date; (iii) our “Named Officers” (as determined under Item 402(m) of Regulation S-K); and (iv) all directors and executive
officers of Deep Down as a group. To our knowledge, all persons listed in the table have sole voting and investment power with
respect to their shares, except to the extent that authority is shared with their respective spouse under applicable law.
Name
|
|
Number of Shares of Common
Stock Beneficially
Owned (1)
|
|
|
|
Percent of Outstanding Common Stock (2)
|
|
|
|
|
|
|
|
|
|
Ronald E. Smith
|
|
|
2,950,046
|
|
(3)
|
|
24%
|
|
Aegis Financial Corporation
|
|
|
816,206
|
|
(4)
|
|
6.5%
|
|
MAZ Capital Advisors, LLC
|
|
|
775,559
|
|
(5)
|
|
6.2%
|
|
Perlus Microcap Fund, L.P.
|
|
|
689,783
|
|
(6)
|
|
5.5%
|
|
|
|
|
|
|
|
|
|
|
Directors and Executive Officers:
|
|
|
|
|
|
|
|
|
David J. Douglas
|
|
|
1,484,091
|
|
(7)
|
|
11.8%
|
|
Charles K. Njuguna
|
|
|
267,350
|
|
(8)
|
|
2.1%
|
|
Micah T. Simmons
|
|
|
200,000
|
|
(9)
|
|
1.6%
|
|
Neal I. Goldman
|
|
|
500,000
|
|
(10)
|
|
4.0%
|
|
Mark Carden
|
|
|
60,980
|
|
(11)
|
|
*
|
|
All directors and officers as a group (5 persons)
|
|
|
2,512,421
|
|
|
|
20.0%
|
|
______________
* Indicates ownership of less than 1% of Common Stock outstanding.
|
(1)
|
The number of shares that may be acquired by options exercisable
within 60 days of the date of filing was zero.
|
|
(2)
|
The percentages in the table are calculated using the total
shares outstanding as of March 30, 2020 or a total of 12,541,365 shares.
|
|
(3)
|
Based on a Schedule 13D filed with the SEC dated November
26, 2019, Ronald E. Smith, 806 Vista Del Lago Dr., Huffman, TX 77336. These amounts include: 710,562 shares held indirectly through
an IRA, 930,651 shares directly held by Mr. Smith’s spouse, and 23,071 shares held indirectly by Mr. Smith’s
spouse through an IRA.
|
|
(4)
|
Based on a Schedule 13G filed with the SEC dated February
10, 2020, by Aegis Financial Corporation, 6862 Elm Street, Suite 830, McLean, Virginia 22101.
|
|
(5)
|
Based on a Schedule 13G filed with the SEC dated February
7, 2020, by MAZ Capital Advisors, LLC, 1130 Route 46, Suite 12, Parsippany, New Jersey 07054.
|
|
(6)
|
Based on a Schedule 13G filed with the SEC dated February
14, 2020, by Perlus Microcap Fund, L.P., 7 Esplanade, St. Helier, Jersey, Channel Islands JE1 2TR.
|
|
(7)
|
Based on a Form 3 filed with the SEC dated April 16, 2019,
David J. Douglas, 3889 Maple Avenue, Dallas, TX 75219.
|
|
(8)
|
Includes 100,000 shares of nonvested stock, scheduled to
vest on October 1, 2020.
|
|
(9)
|
Includes 150,000 shares of nonvested stock, scheduled to
vest in three equal installments on September 23, 2020, September 23, 2021, and September 23, 2022.
|
|
(10)
|
Based on a Form 3 filed with the SEC dated April 16, 2019,
Neal I. Goldman, Goldman Capital Management Inc., 767 Third Ave, New York, NY 10017.
|
|
(11)
|
Includes 10,000 shares of nonvested stock, scheduled to
vest on May 2, 2020, and 980 shares held indirectly in retirement and trading accounts owned by Mr. Carden and his wife.
|
ITEM 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
Certain Relationships and Related Transactions
Our Board of Directors and management recognize
that related person transactions present a heightened risk of conflicts of interest, and therefore we review all relationships
and transactions in which we and our directors, director nominees and executive officers or their immediate family members, as
well as holders of more than 5 percent of any class of our voting securities and their family members, have a direct or indirect
material interest. As required under SEC rules, transactions that are determined to be directly or indirectly material
to us or a related person are disclosed in the appropriate annual and/or quarterly statements filed with the SEC.
Director Independence
We believe that Messrs. Carden, Douglas,
and Goldman are “independent” under the requirements of Rule 303A.02 of the NYSE Listed Company Manual.
ITEM 14.
|
Principal Accountant Fees and Services
|
The following table sets forth the aggregate
payments made to Moss Adams for audit services rendered in connection with the Company’s consolidated financial statements
and reports for the years ended December 31, 2019 and 2018 and for other services rendered during those years on behalf of Deep
Down and its subsidiaries:
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
(i) Audit Fees
|
|
$
|
194,234
|
|
|
$
|
196,484
|
|
(ii) Audit Related Fees
|
|
|
–
|
|
|
|
–
|
|
(iii) Tax Fees
|
|
|
87,150
|
|
|
|
18,251
|
|
(iv) All Other Fees
|
|
|
–
|
|
|
|
–
|
|
Audit Fees: Consists of fees billed
for professional services rendered for the audit of Deep Down’s consolidated financial statements, the review of interim
condensed consolidated financial statements included in quarterly reports, services that are normally provided in connection with
statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.
Audit-Related Fees: Consists of
fees billed for assurance and related services that are reasonably related to the performance of the audit and review of Deep Down’s
consolidated financial statements and are not reported under “Audit Fees.”
Tax Fees: Consists of tax compliance,
tax preparation and other tax services. Tax compliance and tax preparation consists of fees billed for professional services related
to assistance with tax returns. Other tax services consist of fees billed for other miscellaneous tax consulting.
All Other Fees: None.
Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Auditors
The Board of Directors pre-approves all
audit and permissible non-audit services provided by Moss Adams. These services may include audit services, audit-related services,
tax services and other services. The Board of Directors may also pre-approve particular services on a case-by-case basis and may
delegate pre-approval authority to one or more directors. If so delegated, the director must report any pre-approval decision to
the Board of Directors at its first meeting after the pre-approval was obtained.
The accompanying notes are an integral part
of the consolidated financial statements.
The accompanying notes are an integral part
of the consolidated financial statements.
The accompanying notes are an integral part
of the consolidated financial statements.
The accompanying notes are an integral part
of the consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
All dollar and share amounts in the
Notes to the Financial Statements are in thousands of dollars and shares, unless otherwise indicated, except per share amounts.
NOTE 1: DESCRIPTION OF BUSINESS
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ESTIMATES
Description of Business
Deep Down, Inc., a Nevada corporation (“Deep
Down Nevada”), and its directly wholly-owned subsidiary, Deep Down, Inc., a Delaware corporation (“Deep Down Delaware”);
(collectively referred to as “Deep Down”, “we”, “us” or the “Company”), is an oilfield
services company specializing in complex deepwater and ultra-deepwater oil production distribution system support services and
technologies used between the production facility and the wellhead. Our services and technological solutions include distribution
system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, and related services.
Additionally, our highly experienced, specialized service teams can support subsea engineering, installation, commissioning, and
maintenance projects located anywhere in the world.
Liquidity
The Company’s cash on hand was $3,523
and working capital was $4,939 as of December 31, 2019. As of December 31, 2018, cash on hand and working capital was $2,015 and
$7,026, respectively. The Company does not have a credit facility in place and depends on cash on hand, cash flows from operations,
and the potential opportunistic sales of PP&E.
The Company believes it will have adequate
liquidity to meet its future operating requirements through a combination of cash on hand and cash expected to be generated from
operations and potential opportunistic sales of PP&E in addition to pursuing a disciplined approach to making capital investments.
However, given the abrupt decline in oil prices and global economic activity caused by COVID-19, the Company cannot predict this
with certainty. To mitigate this uncertainty, the Company will continue to pursue the cost containment initiatives resulting from
the strategic review process concluded in 2019, which included measures to manage costs by reducing its workforce and limiting
overhead spend and R&D efforts to only critical items. In addition, the Company is actively pursuing further cost reduction
opportunities to preserve liquidity.
See Note 11: Subsequent Events for further
discussion about the impacts of COVID-19 and decline in oil prices.
Summary of Significant Accounting Policies
and Estimates
Principles of Consolidation
The consolidated financial statements include
the accounts of Deep Down and its wholly-owned subsidiary for the years ended December 31, 2019 and 2018. All intercompany transactions
and balances have been eliminated.
Use of Estimates
The preparation of these financial
statements in accordance with accounting principles generally accepted in the United States of America (“US GAAP”)
requires us to make estimates and judgments that may affect assets and liabilities. On an ongoing basis, we evaluate our estimates,
including those related to revenue recognition and related allowances, contract assets and liabilities, impairments of long-lived
assets, income taxes including the valuation allowance for deferred tax assets, contingencies and litigation, and share-based
payments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable,
the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may
differ from these estimates under different assumptions or conditions.
Segments
For the years ended December 31, 2019 and
2018, we only had one operating and reporting segment, Deep Down Delaware.
Cash and Cash Equivalents
We consider all highly liquid investments
with maturities from date of purchase of three months or less to be cash equivalents. Cash and cash equivalents consist of cash
on deposit with domestic banks and, at times, may exceed federally insured limits.
Fair Value of Financial Instruments
Fair value is defined as the exchange price
that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market
for the asset or liability in an orderly transaction between market participants on the measurement date. We utilize
a fair value hierarchy, which maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring
fair value. The fair value hierarchy has three levels of inputs that may be used to measure fair value:
Level 1 - Unadjusted quoted prices in active markets
that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2 - Quoted prices in markets that are not active;
or other inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability.
Level 3 - Prices or valuation techniques that require
inputs that are both significant to the fair value measurement and unobservable.
Our financial instruments consist primarily
of cash, accounts receivables and payables, and notes receivable (included in other assets). The carrying values of cash, accounts
receivables and payables approximated their fair values at December 31, 2019 and 2018 due to their short-term maturities. The carrying
values of our notes receivable approximate their fair values at December 31, 2019 and 2018 because the interest rates approximate
current market rates.
Accounts Receivable
Accounts receivable are uncollateralized
customer obligations due under normal trade terms. The Company provides an allowance on trade receivables based on a specific
review of each customer’s accounts receivable balance with respect to its ability to make payments. Generally, the
Company does not charge interest on past due accounts. When specific accounts are determined to require an allowance, they
are expensed by a provision for bad debts in that period. At December 31, 2019 and 2018, the Company estimated the allowance
for doubtful accounts requirement to be $50 and $10, respectively. Bad debt expense totaled $20 and $67 for the years ended
December 31, 2019 and 2018, respectively.
Concentration of Revenues and Credit
Risk
Deep Down’s revenues are
derived from the sale of products and services to customers who participate in the offshore sector of the oil and gas industry.
Customers may be similarly affected by economic and other changes in the oil and gas industry. For the year ended December 31,
2019, our five largest customers accounted for 44 percent, 20 percent, 7 percent, 6 percent and 5 percent of total revenues. For
the year ended December 31, 2018, our five largest customers accounted for 33 percent, 15 percent, 15 percent, 11 percent and
11 percent of total revenues. The loss of one or more of these customers could have a material impact on our results of operations
and cash flows.
As of December 31, 2019, three of our customers
accounted for 41 percent, 17 percent and 9 percent of total accounts receivable. As of December 31, 2018, three of our customers
accounted for 50 percent, 26 percent and 10 percent of total accounts receivable.
Property, plant and equipment
Property, plant and equipment (“PP&E”)
is stated at cost, net of accumulated depreciation, amortization and related impairments. Depreciation and amortization are computed
using the straight-line method over the estimated useful lives of the respective assets. Replacements and betterments are capitalized,
while maintenance and repairs are expensed as incurred. It is our policy to include amortization expense on assets acquired under
finance leases with depreciation expense on owned assets. Additionally, we record depreciation and amortization expense related
to revenue-generating assets as a component of cost of sales in the accompanying consolidated statements of operations.
If circumstances associated with our PP&E
have changed or a significant event has occurred that may affect the recoverability of the carrying amount of our PP&E, an
impairment indicator exists, and we test the PP&E for impairment. Before testing for impairment, we group PP&E with other
finite-lived long-lived assets (“long-lived assets”) at the lowest level of identifiable cash flows that are largely
independent of cash flows from other assets or groups of assets. Testing long-lived assets for impairment is a two-step process:
Step 1 - We test the long-lived
asset group for recoverability by comparing the carrying amount of the asset group with the sum of the undiscounted future cash
flows from use and the eventual disposal of the asset group. If the carrying amount of the long-lived asset group is determined
to be greater than the sum of the undiscounted future cash flows from use and disposal, we would need to perform step 2.
Step 2 - If the long-lived
group of assets fails the recoverability test in step 1, we would record an impairment expense for the difference between the carrying
amount and the fair value of the long-lived asset group.
Prior to performing the impairment analysis
of our long-lived assets on a group level as of December 31, 2019, the Company conducted an evaluation of the carrying amount of
certain specific long-lived assets that are non-strategic to the core operations of the business and recorded impairment charges
of $396. The Company did not record any further impairment of its long-lived assets.
For the year ended December 31, 2018, the
Company conducted an evaluation of the carrying amount of certain long-lived assets after considering the volatility in oil prices
at the time, the Company’s performance over the past few years, and strategic focus on core business operations going forward.
As such, the Company recorded impairment charges in an aggregate amount of $2,320 related to construction in progress and certain
equipment, of which $1,890 is reported as an asset impairment and $430 as depreciation expense in cost of sales in the consolidated
statements of operations.
The valuation of impaired equipment is
a Level 3 non-recurring fair value measurement. Impaired assets discussed above were written down to zero value.
Equity Method Investments
Equity method investments in joint ventures
are reported as investments in joint venture on the consolidated balance sheets, and our share of earnings or losses in the joint
venture is reported as equity in net income or loss of joint venture in the consolidated statements of operations. We currently
have no investments in joint ventures.
Lease Obligations
At the inception of a lease, Deep Down
evaluates the agreement to determine whether the lease will be accounted for as an operating or finance lease. The term of the
lease used for such an evaluation includes renewal option periods only in instances in which the exercise of the renewal option
can be reasonably assured, and if the contract contains a substantial penalty for failure to renew or extend the lease, it could
lead the lessee to conclude it has a significant economic incentive to extend the lease beyond the base rental period.
Deep Down leases land, buildings, vehicles
and certain equipment under non-cancellable operating leases. The Company leases office, indoor manufacturing, warehouse,
and operating space in Houston, Texas and leases storage space in Mobile, Alabama to house its 3,400-ton carousel system.
Revenue Recognition
On January 1, 2018, the Company
adopted ASC Topic 606 (“ASC 606”) using the modified retrospective method applied to those contracts which were not
completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented under ASC 606. See
further discussion in Note 3.
Income Taxes
We follow the asset and liability method
of accounting for income taxes. This method takes into account the differences between financial statement treatment and tax treatment
of certain transactions. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences
between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences
are expected to be recovered or settled. The effect of a change in tax rates is recognized as income or expense in the period that
includes the enactment date.
We record a valuation allowance to reduce
the carrying value of our deferred tax assets when it is more likely than not that some or all of the deferred tax assets will
expire before realization of the benefit or that future deductibility is not probable. The ultimate realization of the deferred
tax assets depends upon our ability to generate sufficient taxable income of the appropriate character in the future. This requires
management to use estimates and make assumptions regarding significant future events such as the taxability of entities operating
in the various taxing jurisdictions. In evaluating our ability to recover our deferred tax assets, we consider all reasonably available
positive and negative evidence, including our past operating results, the existence of cumulative losses in the most recent years
and our forecast of future taxable income. In estimating future taxable income, we develop assumptions, including the amount of
future state and federal pre-tax operating income, the reversal of temporary differences and the implementation of feasible and
prudent tax planning strategies. These assumptions require significant judgment. When the likelihood of the realization of existing
deferred tax assets changes, adjustments to the valuation allowance are charged in the period in which the determination is made,
either to income or goodwill, depending upon when that portion of the valuation allowance was originally created.
We record an estimated tax liability or
tax benefit for income and other taxes based on what we determine will likely be paid in the various tax jurisdictions in which
we operate. We use our best judgment in the determination of these amounts. However, the liabilities ultimately realized and paid
are dependent upon various matters, including resolution of tax audits, and may differ from amounts recorded. An adjustment to
the estimated liability would be recorded as a provision or benefit to income tax expense in the period in which it becomes probable
that the amount of the actual liability or benefit differs from the recorded amount.
Our future effective tax rates could be
adversely affected by changes in the valuation of our deferred tax assets or liabilities or changes in tax laws or interpretations
thereof. If and when our deferred tax assets are no longer fully reserved, we will begin to provide for taxes at the full statutory
rate. In addition, we are subject to the examination of our income tax returns by the Internal Revenue Service and other tax authorities.
We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision
for income taxes.
Share-Based Compensation
We record share-based awards exchanged
for employee service at fair value on the date of grant and expense the awards in the consolidated statements of operations over
the requisite employee service period. Share-based compensation expense includes an estimate for forfeitures and is
generally recognized over the expected term of the award on a straight-line basis. At December 31, 2019 we had two types
of share-based compensation: stock options and restricted stock. At December 31, 2018, we had one type of share-based employee
compensation: restricted stock. See further discussion in Note 6.
Earnings or Loss per Common Share
Basic earnings or loss per common share
(“EPS”) is calculated by dividing net earnings or loss by the weighted average number of common shares outstanding
for the period. Diluted EPS is calculated by dividing net earnings or loss by the weighted average number of common shares and
dilutive common stock equivalents (stock options) outstanding during the period. Diluted EPS reflects the potential dilution that
could occur if stock options and warrants to purchase common stock were exercised for shares of common stock. In periods where
losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their
inclusion would be anti-dilutive.
Recently Issued Accounting Standards
In December 2019, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 “Income Taxes (Topic
740).” Topic 740 is effective for fiscal years and interim periods beginning after December 15, 2020. This update simplifies
the accounting for income taxes by removing certain exceptions such as the exception to the incremental approach for intra-period
tax allocation, the exception to the requirement to recognize a deferred tax liability for equity method investments, the exception
to the ability not to recognize a deferred tax liability for a foreign subsidiary and the exception to the general methodology
for calculating income taxes in an interim period. We are currently in the process of assessing the impact of this guidance on
our financial statements.
In June 2016, the Financial Accounting
Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2016-13, “Financial Instruments-Credit
Losses: Measurement of Credit Losses on Financial Instruments,” as modified by subsequently issued ASU No. 2018-19, “Codification
Improvements to Topic 326, Financial Instruments-Credit Losses.” The guidance introduces a new credit reserving model known
as the Current Expected Credit Loss (“CECL”) model, which is based on expected losses, and differs significantly from
the incurred loss approach used today. The CECL model requires estimating all expected credit losses for certain types of financial
instruments, including trade receivables, held at the reporting date based on historical experience, current conditions and reasonable
and supportable forecasts. These ASUs affect an entity to varying degrees depending on the credit quality for the assets held by
the entity, their duration and how the entity applies current US GAAP. These ASUs were initially effective for us beginning January
1, 2020.
In November 2019, the FASB issued Accounting Standards Update
2019-10 “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
Effective Dates.” The FASB issued this update to extend and simplify how effective dates are staggered between larger public
companies and all other entities for the aforementioned major updates. Topic 326 is effective for fiscal years and interim
periods beginning after December 15, 2022 for smaller reporting entities. We are currently evaluating the impact of these updates
on our financial statements and related disclosures but at this time we do not expect a material impact on our financial statements
and disclosures.
NOTE 2: LEASES
In February 2016, the Financial Accounting
Standards Board (“FASB”) issued ASU 2016-02, Leases (“ASC Topic 842”). Under this guidance, lessees are
required to recognize on the balance sheet a lease liability and a right-of-use (“ROU”) asset for all leases, with
the exception of short-term leases with terms of twelve months or less. The lease liability represents the lessee’s obligation
to make lease payments arising from a lease, and will be measured as the present value of the lease payments. The right-of-use
asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability
amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs.
The new guidance is effective for fiscal
years beginning after December 15, 2018. The Company adopted this guidance on January 1, 2019 using the modified retrospective
method and used the effective date as our date of initial application (ASU 2018-11). Consequently, the Company's reporting and
disclosures for the comparative period presented in the financial statements will continue to be in accordance with ASC Topic
840, Leases. The Company completed its evaluation of the impact on the Company’s lease portfolio, and the adoption of this
guidance resulted in the addition of right-of-use assets and corresponding lease obligations to the consolidated balance sheet.
The adoption of ASC Topic 842 did not impact the Company’s results of operations or cash flows, and there were no adjustments
to opening accumulated deficit on adoption.
Practical Expedients
ASC Topic 842 provides for certain practical
expedients when adopting the guidance. The Company elected the package of practical expedients allowing the Company, for all leases
that commenced prior to the adoption date, to not reassess whether any expired or existing contracts are, or contain, leases, the
lease classification for any expired or existing leases or initial direct costs for any expired or existing leases.
The Company utilizes the land easements
practical expedient allowing the Company to not assess whether any expired or existing land easements are, or contain, leases
if they were not previously accounted for as leases under the existing leasing guidance. Instead, the Company will continue to
apply its existing accounting policies to historical land easements. The Company elects to apply the short-term lease exception;
therefore, the Company will not record a right-of-use asset or corresponding lease liability for leases with an initial term of
twelve months or less that are not reasonably certain of being renewed and instead will recognize a single lease cost allocated
over the lease term, generally on a straight-line basis. The Company elects to apply the practical expedient to not separate lease
components from non-lease components and instead account for both as a single lease component for all asset classes.
The Company elects to not capitalize any
lease in which the estimated value of the underlying asset at commencement date is less than the Company’s capitalization
threshold. A lease would need to qualify for the low value exception based on various criteria.
ROU assets and lease liabilities are recognized
at the commencement date based on the present value of lease payments over the lease term and include options to extend or terminate
the lease when they are reasonably certain to be exercised. The present value of lease payments is determined primarily using the
incremental borrowing rate based on the information available at the lease commencement date. Lease agreements with lease and non-lease
components are generally accounted for as a single lease component. The Company’s operating lease expense is recognized on
a straight-line basis over the lease term and a portion is recorded in cost of sales, and the remainder is recorded in selling,
general and administrative expenses. The accounting for some of our leases may require significant judgement, which includes determining
whether a contract contains a lease, determining the incremental borrowing rate to utilize in our net present value calculation
of lease payments for lease agreements which do not provide an implicit rate and assessing the likelihood of renewal or termination
options.
During the year ended December 31, 2019,
the Company removed $164 in lease liabilities and ROU assets associated with a related party lease that was on a month-to-month
basis.
As of December 31, 2019, we do not have
any finance lease assets or liabilities, nor do we have any subleases.
The following tables present information
about our operating leases:
|
|
December 31, 2019
|
|
|
January 1, 2019
|
|
Assets:
|
|
|
|
|
|
|
|
|
Right-of-use operating lease assets
|
|
$
|
4,334
|
|
|
$
|
5,707
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
Current lease liabilities
|
|
|
1,181
|
|
|
|
1,215
|
|
Non-current lease liabilities
|
|
|
3,180
|
|
|
|
4,492
|
|
Total lease liabilities
|
|
$
|
4,361
|
|
|
$
|
5,707
|
|
The components of our lease expense were as follows:
|
|
Year Ended
|
|
|
|
December 31, 2019
|
|
|
|
|
|
Operating lease expense included in Cost of sales
|
|
$
|
1,238
|
|
Operating lease expense included in SG&A
|
|
|
240
|
|
Short term lease expense
|
|
|
309
|
|
|
|
|
|
|
Total lease expense
|
|
$
|
1,787
|
|
Lease Term and Discount Rate:
|
|
December 31, 2019
|
|
|
January 1, 2019
|
|
Weighted-average remaining lease terms (years) on operating leases
|
|
|
3.28
|
|
|
|
4.50
|
|
Weighted-average discount rates on operating leases
|
|
|
5.374%
|
|
|
|
5.374%
|
|
For the year ended December 31, 2019,
the Company did not have any sale/leaseback transactions.
Present value of lease liabilities:
|
|
|
|
|
|
|
|
|
|
Years ending December 31,
|
|
|
Operating Leases
|
|
2020
|
|
|
$
|
1,383
|
|
2021
|
|
|
|
1,391
|
|
2022
|
|
|
|
1,407
|
|
2023
|
|
|
|
589
|
|
Thereafter
|
|
|
|
–
|
|
Total minimum lease payments
|
|
|
$
|
4,770
|
|
|
|
|
|
|
|
Less: Interest
|
|
|
|
(409
|
)
|
Present value of lease liabilities
|
|
|
$
|
4,361
|
|
NOTE 3: REVENUE FROM CONTRACTS WITH
CUSTOMERS
On January 1, 2018, we adopted ASC 606
using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for
reporting periods beginning after January 1, 2018 are presented under ASC 606.
There was no significant impact upon the
adoption of ASC 606. We did not record any adjustments to opening accumulated deficit as of January 1, 2018 because the Company’s
revenue recognition methodologies for both fixed price contracts (over time using cost to cost as an input measure of performance)
and for service contracts (over time as services are incurred) do not materially change by the adoption of the new standard. Revenues
are recognized when control of the promised goods or services is transferred to our customers in an amount that reflects the consideration
we expect to be entitled to in exchange for those goods or services.
To determine the proper revenue recognition
method for our customer contracts, we evaluate whether two or more contracts should be combined and accounted for as one single
contract and whether the combined or single contract should be accounted for as more than one performance obligation. This evaluation
requires significant judgment and the decision to combine a group of contracts or separate the combined or single contract into
multiple performance obligations could change the amount of revenue and profit recorded in a given period.
For most of our fixed price contracts,
the customer contracts with us to provide a significant service of integrating a complex set of tasks and components into a single
project or capability (even if that single project results in the delivery of multiple units). Hence, the entire contract is accounted
for as one performance obligation. We account for a contract when it has approval and commitment from both parties, the rights
of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration
is probable.
Disaggregation of Revenue
The following table presents our revenues disaggregated by fixed
price and service contracts. Sales taxes are excluded from revenues.
Year Ended
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
Fixed Price Contracts
|
|
$
|
12,337
|
|
|
$
|
7,693
|
|
Service Contracts
|
|
|
6,578
|
|
|
|
8,482
|
|
Total
|
|
$
|
18,915
|
|
|
$
|
16,175
|
|
Fixed price contracts
For fixed price contracts, we generally
recognize revenue over time as we perform because of continuous transfer of control to the customer. This continuous transfer
of control to the customer is supported by clauses in the contract that allow the customer to unilaterally terminate the contract
for convenience, pay us for costs incurred plus a reasonable profit and take control of any work in process. In our fixed price
contracts, the customer either controls the work in process or we deliver products with no alternative use to the Company and
have rights to payment for work performed to date plus a reasonable profit as evidenced by contractual termination clauses.
Because of control transferring over time,
revenue is recognized based on the extent of progress towards completion of the performance obligation. The selection of the method
to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided.
We generally use the cost-to-cost measure of progress for our contracts because it best depicts the transfer of control to the
customer which occurs as we incur costs on our contracts. Under the cost-to-cost measure of progress, the extent of progress towards
completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance
obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred.
Contracts are often modified to account
for changes in contract specifications and requirements. We consider contract modifications to exist when the modification either
creates new, or changes the existing, enforceable rights and obligations. Most of our contract modifications are for goods or services
that are not distinct from the existing contract due to the significant integration service provided in the context of the contract
and are accounted for as if they were part of that existing contract. The effect of a contract modification on the transaction
price, and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue
(either as an increase in or a reduction of revenue) on a cumulative catch-up basis.
We have a company-wide standard and disciplined
quarterly estimate at completion process in which management reviews the progress and execution of our performance obligations.
As part of this process, management reviews information including, but not limited to, any outstanding key contract matters, progress
towards completion and the related program schedule, identified risks and opportunities and the related changes in estimates of
revenues and costs. Changes in estimates of net sales, cost of sales and the related impact to operating income are recognized
quarterly on a cumulative catch-up basis, which recognizes in the current period the cumulative effect of the changes on current
and prior periods based on a performance obligation’s percentage of completion. A significant change in one or more of these
estimates could affect the profitability of one or more of our performance obligations. When estimates of total costs to be incurred
exceed total estimates of revenue to be earned on a performance obligation related to fixed price contracts, a provision for the
entire loss on the performance obligation is recognized in the period the loss is estimated.
Service Contracts
We recognize revenue for service contracts
measuring progress toward satisfying the performance obligation in a manner that best depicts the transfer of goods or services
to the customer. The control over services is transferred over time when the services are rendered to the customer on a daily basis.
Specifically, we recognize revenue as the services are provided as we have the right to invoice the customer for the services performed.
Services are billed and paid on a monthly basis. Payment terms for services are usually 30 days from invoice receipt.
Contract balances
Costs and estimated earnings in excess
of billings on uncompleted contracts arise when revenues are recorded based on the extent of progress towards completion but cannot
be invoiced under the terms of the contract. Such amounts are invoiced upon completion of contractual milestones. Billings in excess
of costs and estimated earnings on uncompleted contracts arise when milestone billings are permissible under the contract, but
the related costs have not yet been incurred. All contract costs are recognized currently on jobs formally approved by the customer
and contracts are not shown as complete until virtually all anticipated costs have been incurred and the risk of loss has passed
to the customer.
Assets related to costs and estimated
earnings in excess of billings on uncompleted contracts, as well as liabilities related to billings in excess of costs and estimated
earnings on uncompleted contracts, have been classified as current. The contract cycle for certain long-term contracts may extend
beyond one year, thus complete collection of amounts related to these contracts may extend beyond one year, though such long-term
contracts include contractual milestone billings as discussed above. For the years ending 2019 and 2018, there were no contracts
with terms that extended beyond one year.
The following table summarizes our contract
assets, which are “Costs and estimated earnings in excess of billings on uncompleted contracts” and our contract liabilities,
which are “Billings in excess of costs and estimated earnings on uncompleted contracts”.
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
Costs incurred on uncompleted contracts
|
|
$
|
1,687
|
|
|
$
|
9,697
|
|
Estimated earnings on uncompleted contracts
|
|
|
2,294
|
|
|
|
10,787
|
|
|
|
|
3,981
|
|
|
|
20,484
|
|
Less: Billings to date on uncompleted contracts
|
|
|
(3,790
|
)
|
|
|
(19,526
|
)
|
|
|
$
|
191
|
|
|
$
|
958
|
|
|
|
|
|
|
|
|
|
|
Included in the accompanying consolidated balance sheets under the following captions:
|
|
|
|
|
|
|
|
|
Contract assets
|
|
$
|
814
|
|
|
$
|
1,931
|
|
Contract liabilities
|
|
|
(623
|
)
|
|
|
(973
|
)
|
|
|
$
|
191
|
|
|
$
|
958
|
|
The contract asset and liability
balances at December 31, 2019 and 2018 consisted primarily of revenue related to fixed-price projects.
Remaining Performance Obligations
Remaining performance obligations represent
the transaction price of firm orders for which work has not been performed and excludes unexercised contract options, potential
orders, and any remaining performance obligations for any sales arrangements that had not fully satisfied the criteria to be considered
a contract with a customer pursuant to the requirements of ASC 606.
For the years ending 2019 and 2018,
there were no contracts with terms that extended beyond one year.
Practical Expedients and Exemptions
We generally expense sales commissions
when incurred because the amortization period would have been one year or less. These costs are recorded within selling, general
and administrative expenses.
Many of our services contracts are short-term
in nature with a contract term of one year or less. For those contracts, we have utilized the practical expedient in ASC 606-10-50-14
exempting the Company from disclosure of the transaction price allocated to remaining performance obligations if the performance
obligation is part of a contract that has an original expected duration of one year or less.
Additionally, our payment terms are short-term
in nature with settlements of one year or less. We have, therefore, utilized the practical expedient in ASC 606-10-32-18 exempting
the Company from adjusting the promised amount of consideration for the effects of a significant financing component given that
the period between when the entity transfers a promised good or service to a customer and when the customer pays for that good
or service will be one year or less.
Further, in many of our service contracts,
we have a right to consideration from a customer in an amount that corresponds directly with the value to the customer of our performance
completed to date (for example, a service contract in which we bill a fixed amount for each hour of service provided). For those
contracts, we have utilized the practical expedient in ASC 606-10-55-18, which allows us to recognize revenue in the amount for
which we have the right to invoice.
Accordingly, we do not disclose the value
of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts
for which we recognize revenue at the amount to which we have the right to invoice for services performed.
NOTE 4: PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
|
|
|
|
|
|
|
|
Range of
|
|
|
|
December 31, 2019
|
|
|
December 31, 2018
|
|
|
Asset Lives
|
|
Buildings and improvements
|
|
$
|
285
|
|
|
$
|
285
|
|
|
|
7 - 36 years
|
|
Leasehold improvements
|
|
|
896
|
|
|
|
908
|
|
|
|
2 - 5 years
|
|
Equipment
|
|
|
17,887
|
|
|
|
18,640
|
|
|
|
2 - 30 years
|
|
Furniture, computers and office equipment
|
|
|
901
|
|
|
|
1,166
|
|
|
|
2 - 8 years
|
|
Construction in progress
|
|
|
64
|
|
|
|
158
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total property, plant and equipment
|
|
|
20,033
|
|
|
|
21,157
|
|
|
|
|
|
Less: Accumulated depreciation
|
|
|
(12,069
|
)
|
|
|
(11,466
|
)
|
|
|
|
|
Property, plant and equipment, net
|
|
$
|
7,964
|
|
|
$
|
9,691
|
|
|
|
|
|
Depreciation expense excluded from cost
of sales in the accompanying consolidated statements of operations was $276 and $282 for the years ended December 31, 2019 and
2018, respectively. Depreciation expense included in cost of sales in the accompanying consolidated statements of operations was
$1,105 and $1,590 for the years ended December 31, 2019 and 2018, respectively.
Construction in progress represents assets
that are not ready for service or are in the construction stage. Assets are depreciated once they are placed in service.
See discussion in Note 1 for any impairment
charges related to these assets.
NOTE 5: INCOME OR LOSS PER COMMON SHARE
The following is a reconciliation of the
number of shares used in the basic and diluted net income or loss per common share calculation:
|
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Numerator:
|
|
|
|
|
|
|
Net loss
|
|
$
|
(2,734
|
)
|
|
$
|
(4,742
|
)
|
|
|
|
|
|
|
|
|
|
Denominator:
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
13,386
|
|
|
|
13,553
|
|
Denominator for basic and diluted earnings per
share
|
|
|
13,386
|
|
|
|
13,553
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share outstanding, basic and fully diluted
|
|
$
|
(0.21
|
)
|
|
$
|
(0.35
|
)
|
At December 31, 2019, there were outstanding
options exercisable into 225 shares of common stock; however, they have been excluded from the calculation of EPS because their
exercise would be anti-dilutive. At December 31, 2018, there were no outstanding stock options convertible to shares of common
stock, or any other potentially dilutive securities.
NOTE 6: SHARE-BASED COMPENSATION
The following table summarizes the activity
of our nonvested restricted shares for the years ended December 31, 2019 and 2018:
|
|
|
Restricted Shares
|
|
|
Weighted-Average Grant-Date Fair Value
|
|
Nonvested at December 31, 2017
|
|
|
|
250
|
|
|
$
|
0.50
|
|
Granted
|
|
|
|
300
|
|
|
|
0.79
|
|
Vested
|
|
|
|
(120
|
)
|
|
|
0.83
|
|
Nonvested at December 31, 2018
|
|
|
|
430
|
|
|
$
|
0.83
|
|
Granted
|
|
|
|
200
|
|
|
|
0.65
|
|
Vested
|
|
|
|
(160
|
)
|
|
|
0.73
|
|
Nonvested at December 31, 2019
|
|
|
|
470
|
|
|
$
|
0.83
|
|
The following table summarizes the activity of our nonvested
stock options for the years ended December 31, 2019 and 2018:
|
|
Shares
Underlying
Options
|
|
|
Weighted-
Average Exercise
Price
|
|
|
Weighted-
Average
Remaining
Contractual
Term (in years)
|
|
Outstanding at December 31, 2018
|
|
|
–
|
|
|
$
|
–
|
|
|
|
–
|
|
Granted
|
|
|
300
|
|
|
$
|
0.70
|
|
|
|
4.6
|
|
Cancellations & Forfeitures
|
|
|
–
|
|
|
$
|
0.70
|
|
|
|
–
|
|
Outstanding at December 31, 2019
|
|
|
300
|
|
|
$
|
0.70
|
|
|
|
4.6
|
|
Exercisable at December 31, 2019
|
|
|
75
|
|
|
$
|
0.70
|
|
|
|
4.6
|
|
For the years ended December 31, 2019
and 2018, we recognized a total of $250 and $56, respectively, of share-based compensation expense related to restricted stock
awards and stock options, which is included in selling, general and administrative expenses in the accompanying consolidated statements
of operations. The unamortized estimated fair value of nonvested shares of restricted stock awards and stock options was $134
and $222 at December 31, 2019 and 2018, respectively. These costs are expected to be recognized as expense over a weighted-average
period of 2.06 years.
NOTE 7: TREASURY STOCK
On March 26, 2018, the Board of Directors
authorized a repurchase program (the “2018 Repurchase Program”) under which the Company could repurchase up to $1,000
of outstanding stock. The 2018 Repurchase Program was funded from cash on hand and cash provided by operating activities.
During the year ended December 31, 2018,
the Company repurchased 25 shares of common stock at a total cost of $22 under the 2018 Repurchase Program. The average price per
share of treasury stock purchased in 2018 was $0.86.
On December 31, 2018, the Company had 2,027
shares of common stock held in treasury.
On December 23, 2019, the Board of Directors
authorized a new repurchase program (the “2019 Repurchase Program”) under which the Company could repurchase up to
500 shares of outstanding stock. The 2019 Repurchase Program will be funded from cash on hand and cash provided by operating activities.
During the year ended December 31, 2019,
the Company repurchased 588 shares of common stock at a total cost of $218 under the 2018 Repurchase Program and repurchased 6
shares of common stock at a total cost of $4 under the 2019 Repurchase Program. The average price per share of treasury stock purchased
in 2019 was $0.37.
On December 31, 2019, the Company had 2,621
shares of common stock held in treasury. An additional 744 shares of common stock were repurchased in the first quarter of 2020
for an aggregate amount of $524.
Treasury shares are accounted for using
the cost method.
NOTE 8: INCOME TAXES
Income tax (benefit) expense is comprised
of the following:
|
|
Year Ended
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Federal:
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
–
|
|
|
$
|
–
|
|
Deferred
|
|
|
5
|
|
|
|
2
|
|
Total
|
|
$
|
5
|
|
|
$
|
2
|
|
State:
|
|
|
|
|
|
|
|
|
Current
|
|
$
|
(8
|
)
|
|
$
|
8
|
|
Deferred
|
|
|
(5
|
)
|
|
|
(2
|
)
|
Total
|
|
$
|
(13
|
)
|
|
$
|
6
|
|
Total income tax (benefit) expense
|
|
$
|
(8
|
)
|
|
$
|
8
|
|
Income tax (benefit) expense differs from the amount computed
by applying the U.S. statutory income tax rate to loss before income taxes for the reasons set forth below.
|
Year Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Income tax benefit at federal statutory rate
|
|
|
(21.00
|
)%
|
|
|
(21.00
|
)%
|
State taxes, net of federal benefit
|
|
|
(0.50
|
)%
|
|
|
0.10
|
%
|
Valuation allowance
|
|
|
19.98
|
%
|
|
|
25.08
|
%
|
Research and development credits
|
|
|
0.79
|
%
|
|
|
(3.87
|
)%
|
Other permanent differences
|
|
|
0.44
|
%
|
|
|
0.31
|
%
|
Other, net
|
|
|
0.00
|
%
|
|
|
(0.42
|
)%
|
Total effective rate
|
|
|
(0.29
|
)%
|
|
|
0.20
|
%
|
Deferred income taxes reflect the net
tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and
the amounts used for income tax purposes, as well as operating loss and tax credit carry forwards. The tax effects of the
temporary differences and carry forwards are as follows:
|
|
December 31,
|
|
|
|
2019
|
|
|
2018
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
$
|
4,521
|
|
|
$
|
4,245
|
|
R&D and other credit carryforwards
|
|
|
663
|
|
|
|
685
|
|
Share-based compensation
|
|
|
757
|
|
|
|
730
|
|
Intangible amortization
|
|
|
11
|
|
|
|
16
|
|
Allowance for bad debt
|
|
|
2
|
|
|
|
2
|
|
Other
|
|
|
193
|
|
|
|
16
|
|
Total deferred tax assets
|
|
$
|
6,147
|
|
|
$
|
5,694
|
|
Less: valuation allowance
|
|
|
(5,385
|
)
|
|
|
(4,837
|
)
|
Net deferred tax assets
|
|
$
|
762
|
|
|
$
|
857
|
|
Deferred tax liabilities:
|
|
|
|
|
|
|
|
|
Depreciation on property and equipment
|
|
$
|
(762
|
)
|
|
$
|
(857
|
)
|
Amortization of intangibles
|
|
|
–
|
|
|
|
–
|
|
Total deferred tax liabilities
|
|
$
|
(762
|
)
|
|
$
|
(857
|
)
|
|
|
|
|
|
|
|
|
|
Net deferred tax position
|
|
$
|
–
|
|
|
$
|
–
|
|
We have $21,114 of federal and $1,109 of
state NOL carry forwards and $663 in research and development and other credits available to offset future taxable income. These
federal and state NOL’s will expire at various dates through 2036. Management analyzed its current operating results and
future projections and determined that a full valuation allowance was needed due to our cumulative losses in recent years. We have
no uncertain tax positions at December 31, 2019. Accordingly, we do not have any accruals for penalties or interest related to
our tax returns. Should an examination or audit arise, we would evaluate the need for an accrual and record one, if necessary.
Our tax returns from the tax years ended December 31, 2016 through December 31, 2019 are open to examination by the IRS.
NOTE 9: COMMITMENTS
AND CONTINGENCIES
Letters of Credit
Certain customers could require us to issue
standby letters of credit in the normal course of business to ensure performance under terms of contracts or as a form of product
warranty. The beneficiary of a letter of credit could demand payment from the issuing bank for the amount of the outstanding letter
of credit. We had no outstanding letters of credit at December 31, 2019 or 2018.
Employment Agreements
Our Chief Executive Officer and Chief Operating
Officer (the “Executives”) are employed under employment agreements containing severance provisions. In the event of
termination of the Executives’ employment for any reason, the Executives will be entitled to receive all accrued, unpaid
salary and vacation time through the date of termination and all benefits to which the Executives are entitled or vested under
the terms of all employee benefit and compensation plans, agreements and arrangements in which the Executives are participants
as of the date of termination.
In addition, subject to executing a general
release in favor of the Company, the Executives will be entitled to receive certain severance payments in the event their employment
is terminated by the Company “other than for cause” or by the Executives with “good reason.” These severance
payments include: (i) a lump sum in cash equal to one to two times the Executives’ annual base salary; (ii) a lump sum in
cash equal to one to two times the average annual bonus paid to the Executives for the prior two full fiscal years preceding the
date of termination; (iii) a lump sum in cash equal to a pro rata portion of the annual bonus payable for the period in which
the date of termination occurs based on the actual performance under the Company’s annual incentive bonus arrangement, but
no less than fifty percent of Executives’ annual base salary; and (iv) if the Executives’ termination occurs prior
to the date that is twelve months following a change of control, then each and every share option, restricted share award and
other equity-based award that is outstanding and held by the Executives shall immediately vest and become exercisable.
Litigation
From time to time, the Company is party
to various legal proceedings arising in the ordinary course of business. The Company expenses or accrues legal costs as incurred.
A summary of the Company’s material legal proceedings is as follows:
On August 6, 2018, GE Oil and Gas UK Ltd.
(“GE”) requested that the Company mediate a dispute between the parties in the ICC International Centre for ADR (“ICC”).
The dispute involved alleged delays and defects in products manufactured by the Company for GE dating back to 2013. The Company
disputed GE’s allegations and vigorously defended itself against these allegations. Mediation took place on November 28,
2018 but was not resolved. On February 22, 2019, GE initiated arbitration proceedings with the ICC. The total amount in dispute
was originally $2,630 but was later reduced to $2,252. On February 26, 2020 the parties agreed in principle to settle the dispute,
and the parties are working toward finalizing the terms of a definitive settlement agreement. The Company therefore accrued a
liability related to this matter in the amount of $750 for the year ended December 31, 2019.
In November 2011, the Company delivered
equipment to Aker Solutions, Inc. (“Aker”), but Aker declined to pay the final invoice in the aggregate amount of
$270 alleging some warranty items needed to be repaired. The Company made repairs, but Aker continued to claim further work was
required. The Company repeatedly attempted to collect on the receivable, and ultimately filed suit on November 16, 2012, in the
Harris County District Court. Aker subsequently filed a counter-claim on March 20, 2013 in the aggregate amount of $1,000 for
reimbursement of insurance payments allegedly made for repairs. The parties have not reached a resolution on this matter. At this
point, it is not clear as to whether an unfavorable outcome is either probable or remote, and the Company is unable to determine
the likelihood of an unfavorable outcome or the amount or range of potential loss if the outcome should be unfavorable.
NOTE 10: RELATED PARTY TRANSACTIONS
On August 15, 2019, Mr. Ronald E. Smith,
the Company's Founder, resigned as Chief Executive Officer and as a member of the Board, effective as of August 31, 2019.
In connection with Mr. Smith's resignation,
the Company entered into a Transition Agreement with him, effective as of September 1, 2019 (the “Transition Agreement”).
The Transition Agreement provides for Mr. Smith to serve as an independent consultant to the Company from September 1, 2019 through
December 31, 2021. The Company agreed to pay Mr. Smith $42 per month, from September 1, 2019 through December 31, 2019, and $15
per month, from January 1, 2020 through December 31, 2021, in exchange for his future services.
Under the terms of the Transition Agreement,
the Company agreed to pay Mr. Smith a severance payment of $250, which was fully accrued during the nine-month period ended September
30, 2019 and was paid in structured payments through December 31, 2019.
Additionally, under the terms of the Transition
Agreement, the Company accepted 300 of Mr. Smith's shares of the Company’s common stock in exchange for certain previously
impaired Company equipment ($0 carrying value at the time of the exchange). Because the assets had an approximate fair value of
$0 at the time of the exchange no value was recorded to treasury stock. The Transition Agreement also provides for the Company
to transfer a Company truck to Mr. Smith with the associated liability assumed by Mr. Smith. We recognized a $7 loss on this transaction.
In addition to the other payments provided
for under the Transition Agreement, the Company also agreed to pay Mr. Smith 1.5% of the net sale or lease value of two carousels
owned by Company, if such sale or lease occurs prior to December 31, 2021, unless those assets are sold or leased in conjunction
with a sale of all or substantially all of the assets or stock of Deep Down, in which case no commission is due.
As part of the Transition Agreement, Mr.
Smith is bound by certain non-disclosure and confidentiality provisions, and a non-compete and non-hire agreement.
NOTE 11: SUBSEQUENT EVENTS
We have evaluated subsequent events through
the date the consolidated financial statements were filed with the Securities and Exchange Commission.
There have been recent events that have
applied significant pressure to the global economic environment. In particular, oil prices have reacted unfavorably to the spread
of the COVID-19 virus, Russia’s decision not to follow the proposal to decrease oil production at the OPEC meeting in March
2020, and Saudi Arabia’s announcement shortly thereafter to flood the market with discounted oil. The Company acknowledges
that a sustained lower oil price environment could cause exploration and production companies to either significantly reduce or
delay their operating and capital spending programs, especially when coupled with restricted travel to mitigate against the spread
of COVID-19. This could lead to delays in payments by significant customers or delays in completion of our contracts for any reason,
which could have a material adverse impact on the Company’s operations and cash flows. Given the recent timing of these
events, the Company is currently assessing the full impact on its business.
In the first quarter of 2020, the Company
repurchased an additional 744 shares of common stock for an aggregate amount of $524.