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8-K - Cal Dive International, Inc.form8k072810.htm
EX-99.2 - Cal Dive International, Inc.exhibit992.htm

Exhibit 99.1

[exhibit991001.jpg]

 

2500 City West Boulevard

Suite 2200

Houston, TX  77042

(713) 361-2600

(713) 361-2693 fax

 

 

FOR IMMEDIATE RELEASE


July 28, 2010

 

Contact:

Brent Smith

Vice President-Finance

(713) 361-2634

 

 

Cal Dive Reports Second Quarter 2010 Financial Results


HOUSTON, TX – (July 28, 2010) Cal Dive International, Inc. (NYSE:DVR) reported a second quarter 2010 net loss of $7.3 million, or $.08 per diluted share, excluding a $3.7 million ($.04 per diluted share) non-cash year to date tax adjustment.  Including the tax adjustment, the Company reported a second quarter net loss of $11.0 million, or $.12 per diluted share.  This compares to $28.6 million in net income and $.30 per diluted share for the same period of 2009.  The net loss is due to decreased vessel utilization and day rates as the result of a decline in demand for the Company’s services worldwide.  Consistent with the first quarter of 2010, the decline in demand was primarily due to a reduction in hurricane repair work in the Gulf of Mexico and in new construction activity.  During the second quarter of 2009, the Company performed several large construction projects that did not reoccur in 2010 involving an LNG project located offshore Boston and two pipelay projects in China and Mexico.  There was also a general decline in activity levels because of reduced customer spending due to the lag effect of decreased offshore drilling in 2009, uncertainty in the economic outlook and commodity prices, and more recently the uncertainty caused by the oil spill in the Gulf of Mexico.  


Despite generating a loss before taxes during the second quarter of 2010, the Company recorded a tax expense in the second quarter instead of a tax benefit. The second quarter tax expense reflects the tax adjustment necessary ($3.7 million or $.04 per diluted share) to reflect the actual year to date tax benefit at an effective rate of 26%.


Quinn Hébert, Chairman, President and Chief Executive Officer of Cal Dive, stated, “While the second quarter results improved from the first quarter, low utilization levels persisted during the first half of the quarter.  The good news is that most of our assets are currently working offshore as activity levels have increased significantly since the middle of May with improved weather in the Gulf of Mexico, although at lower day rates compared to 2009.  While the long-term impact from the oil spill in the Gulf of Mexico on our Company is unknown at this time, we are performing work relating to the spill that in the short-term should at least partially offset any impact from reduced customer spending and delay or cancellation of projects as a result of the increased uncertainty in the market and regulatory environment.  Bidding activity remains high and we have increased our backlog heading into the third quarter, which we expect to be our busiest and most profitable of the year.  Internationally, our two saturation diving vessels are currently working while we are actively pursuing work for our construction barge.”









Financial Highlights


·

Backlog:  Contracted backlog was $302 million as of June 30, 2010 compared to a backlog of $191 million at March 31, 2010 and $284 million at June 30, 2009.


·

Revenues:  Second quarter 2010 revenues decreased by $136.1 million, or 52%, to $124.2 million as compared to the second quarter of 2009.  The decrease is primarily due to decreased utilization and day rates as the result of reduced hurricane related repair work and new construction activity.  Effective utilization for the Company’s saturation diving vessels declined from 89% in the second quarter of 2009 to 62% in the second quarter of 2010 while the utilization for the construction barges declined from 50% to 25%.  In addition, the construction project performed in Mexico during the second quarter of 2009 included a significant amount of procurement pass through in revenue.


·

Gross Profit: Second quarter 2010 gross profit decreased by $63.3 million to $7.5 million as compared to the second quarter of 2009.  The decrease is due to the same reasons as the revenue decrease discussed above.


·

SG&A: Second quarter 2010 SG&A decreased by $2.6 million to $15.6 million as compared to the second quarter of 2009 primarily due to lower incentive cash compensation at June 30, 2010 and various cost reduction measures implemented by the Company in response to the current downturn in business activity.  SG&A as a percentage of revenue during the second quarter of 2010 increased from the second quarter of 2009 due to the decrease in revenues.


·

Net Interest Expense: Second quarter 2010 net interest expense decreased by $1.9 million to $1.8 million as compared to the second quarter of 2009, primarily due to lower outstanding borrowings.


·

Income Tax Expense: The Company’s effective tax benefit rate for the six months ended June 30, 2010 was 26%.  This compares to an effective tax rate of 31% for same period of 2009. The change in the effective tax (benefit) rate from 2009 was primarily the result of (i) a higher percentage of the Company’s profit or losses in 2010 being derived from foreign tax jurisdictions which typically are taxed at a lower rate and (ii) the reversal of a liability for uncertain tax positions of $1.7 million during the first quarter of 2010 which increased the tax benefit rate by approximately 4%.


·

Balance Sheet:  Total debt was $215 million and cash and cash equivalents were $17.2 million for a net debt position of $197.8 million as of June 30, 2010, compared to a net debt position of $162.4 million at March 31, 2010 and $288.0 million at June 30, 2009.  The debt is comprised of $195 million outstanding under a term loan and $20 million outstanding under the revolving credit facility.  The total amount of debt of $215 million at June 30, 2010 did not change from March 31, 2010 as the term loan decreased by $20 million due to a scheduled repayment while the borrowings under the revolving credit facility increased to $20 million from no borrowings under the facility at March 31, 2010.  Therefore, the increase in net debt is due to the decrease of $35.4 million in cash.












·

Amendment to Credit Facility: On July 19, 2010, the Company executed an amendment to its credit facility that increases the Company’s permitted leverage ratio covenant, Debt to EBITDA, from 3.75x to 4.75x through June 30, 2011, decreasing to 4.25x through September 30, 2011 and returning to 3.75x thereafter.  While the Company did not anticipate a breach of its leverage ratio covenant prior to effecting the amendment, it took proactive measures to modify the covenant to enhance its liquidity and financial flexibility.  The amendment of the leverage ratio allows the Company to have access to its full $300 million revolving credit facility as of June 30, 2010 with approximately $278.5 million available for borrowings.  The Company further increased its financial flexibility with the deferral of a portion of its $20 million quarterly term loan amortization.  The quarterly payment will be $14.8 million beginning with the next scheduled payment on September 30, 2010.  


Further details will be provided during Cal Dive’s conference call, scheduled for 10 a.m. Central Time on July 29, 2010.  The teleconference dial-in numbers are: (866) 831-6291 (domestic), (617) 213-8860 (international), passcode 75662803.  Investors will be able to obtain the slide presentation and listen to the live conference call broadcast from the Investor Relations page at http://www.caldive.com.  A replay will also be available from the Investor Relations-Presentations page.  


Cal Dive International, Inc., headquartered in Houston, Texas, is a marine contractor that provides an integrated offshore construction solution to its customers, including manned diving, pipelay and pipe burial, platform installation and platform salvage services to the offshore oil and natural gas industry on the Gulf of Mexico OCS, Northeastern U.S., Latin America, Southeast Asia, China, Australia, the Middle East, India and the Mediterranean, with a fleet of 29 vessels, including 19 surface and saturation diving support vessels and 10 construction barges.


CAUTIONARY STATEMENT


This press release may include “forward-looking” statements that are generally identifiable through our use of words such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” “project” and similar expressions and include any statements that we make regarding our earnings expectations.  The forward-looking statements speak only as of the date of this release, and we undertake no obligation to update or revise such statements to reflect new information or events as they occur.  Our actual future results may differ materially due to a variety of factors, including current economic and financial market conditions, changes in commodity prices for natural gas and oil and in the level of offshore exploration, development and production activity in the oil and natural gas industry, the impact on the market and regulatory environment in the U.S. Gulf of Mexico resulting from the Macondo well blowout, our inability to obtain contracts with favorable pricing terms if there is a downturn in our business cycle, intense competition in our industry, the operational risks inherent in our business, and other risks detailed in our Annual Report on Form 10-K.







CAL DIVE INTERNATIONAL, INC. and SUBSIDIARIES

Condensed Consolidated Statements of Operations

(in thousands, except per share amounts)




 

  Three Months Ended June 30th,

 

  Six Months Ended June 30th,

 

  2010

 

  2009

 

  2010

 

  2009

 

            (unaudited)

 

            (unaudited)

Revenues

$

124,217 

 

$

 260,316

 

$

181,635 

 

$

467,369

Cost of sales

 

116,760 

 

 

189,555

 

 

189,587 

 

 

357,803

Gross profit (loss)

 

7,457 

 

 

70,761

 

 

 (7,952)

 

 

109,566

Selling and administrative expenses

 

15,615 

 

 

18,222

 

 

30,139 

 

 

36,095

Gain on sale of assets

 

117 

 

 

-    

 

 

1,307 

 

 

400

Provision for doubtful accounts

 

-    

 

 

6,275

 

 

 (167)

 

 

6,275

Income (loss) from operations

 

(8,041)

 

 

46,264

 

 

 (36,617)

 

 

67,596

Interest expense, net

 

1,833 

 

 

3,710

 

 

4,291 

 

 

7,364

Other (income) expense, net

 

(27)

 

 

1,063

 

 

 (68)

 

 

985

Income (loss) before income taxes

 

(9,847)

 

 

41,491

 

 

 (40,840)

 

 

59,247

Income tax expense (benefit)

 

1,119 

 

 

12,864

 

 

 (10,745)

 

 

18,368

Net income (loss)

$

(10,966)

 

$

28,627

 

$

(30,095)

 

$

40,879

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per share

$

(0.12)

 

$

0.30

 

$

(0.33)

 

$

0.43

Fully-diluted earnings (loss) per share

$

(0.12)

 

$

0.30

 

$

(0.33)

 

$

0.42

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

91,059 

 

 

91,258

 

 

91,030 

 

 

93,460

Fully-diluted

 

91,059 

 

 

91,311

 

 

91,030 

 

 

93,535

 

 

 

 

 

 

 

 

 

 

 

 

Other financial data:

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

16,563 

 

 

18,879

 

 

34,825 

 

 

38,441

EBITDA

 

10,344 

 

 

65,838

 

 

1,854 

 

 

108,522










CAL DIVE INTERNATIONAL, INC. and SUBSIDIARIES

Condensed Consolidated Balance Sheets

(in thousands)



ASSETS

June 30, 2010

 

December 31, 2009

 

(unaudited)

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

$

17,176 

 

$

52,413 

Accounts receivable -

 

 

 

 

 

Trade, net of allowance for uncollectable accounts

 

90,813 

 

 

119,499 

Contracts in progress

 

23,391 

 

 

24,511 

Income tax receivable

 

16,909 

 

 

2,173 

Deferred income taxes

 

2,970 

 

 

3,183 

Other current assets

 

14,511 

 

 

22,929 

Total current assets

 

165,770 

 

 

224,708 

 

 

 

 

 

 

Property and equipment

 

818,653 

 

 

797,387 

Less - Accumulated depreciation

 

(211,101)

 

 

(188,154)

Net property and equipment

 

607,552 

 

 

609,233 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

Goodwill

 

292,469 

 

 

292,469 

Deferred drydock costs

 

17,691 

 

 

16,976 

Other assets, net

 

10,050 

 

 

12,593 

Total assets

$

1,093,532 

 

$

1,155,979 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

$

57,298 

 

$

49,680 

Advanced billings on contracts

 

238 

 

 

3,512 

Current maturities of long-term debt

 

59,328 

 

 

80,000 

Accrued liabilities

 

26,535 

 

 

39,668 

Income tax payable

 

-    

 

 

6,025 

Total current liabilities

 

143,399 

 

 

178,885 

 

 

 

 

 

 

Long-term debt

 

155,672 

 

 

155,000 

Deferred income taxes

 

120,816 

 

 

121,973 

Other long term liabilities

 

3,797 

 

 

5,323 

Total liabilities

 

423,684 

 

 

461,181 

 

 

 

 

 

 

Stockholders' equity

 

669,848 

 

 

694,798 

Total liabilities and stockholders' equity

$

1,093,532 

 

$

1,155,979 












Calculation of Earnings (Loss) Per Share

(in thousands, except per share amounts)



Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) attributable to common shares by the weighted-average shares of outstanding common stock.  The calculation of diluted EPS is similar to basic EPS, except the denominator includes dilutive common stock equivalents.  The components of basic and diluted EPS for common shares for the three and six months ended June 30, 2010 and 2009 were as follows :


 

  Three Months Ended June 30th,

 

  Six Months Ended June 30th,

 

  2010

 

  2009

 

  2010

 

  2009

 

             (unaudited)

 

             (unaudited)

Numerator:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

$

(10,966)

 

$

28,627 

 

$

(30,095)

 

$

40,879 

Less: Net income (loss) allocated to unvested restricted stock

 

-    

 

 

817 

 

 

-    

 

 

1,152 

Net income (loss) attributable to common shares

$

(10,966)

 

$

27,810 

 

$

(30,095)

 

$

39,727 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average shares outstanding

 

91,059 

 

 

91,258 

 

 

91,030 

 

 

93,460 

Dilutive share-based employee compensation plan (1)

 

-    

 

 

53 

 

 

-    

 

 

75 

Diluted weighted average shares outstanding

 

91,059 

 

 

91,311 

 

 

91,030 

 

 

93,535 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings (Loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Total basic

$

(0.12)

 

$

0.30 

 

$

(0.33)

 

$

0.43 

Total diluted

$

(0.12)

 

$

0.30 

 

$

(0.33)

 

$

0.42 



(1)

No losses were allocated to unvested restricted shares outstanding in the computation of diluted earnings per share, because to do so would be anti-dilutive.












Reconciliation of Non-GAAP Financial Measures

For the Periods Ended June 30, 2010 and 2009 (in thousands)



In addition to net income, one primary measure that we use to evaluate our financial performance is earnings before net interest expense, taxes, depreciation and amortization, or EBITDA. We use EBITDA to measure our operational strengths and the performance of our business and not to measure our liquidity.  EBITDA does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues, and should be considered in addition to, and not as a substitute for, net income and other measures of financial performance we report in accordance with GAAP. Furthermore, EBITDA presentations may vary among companies; thus, our EBITDA may not be comparable to similarly titled measures of other companies.


We believe EBITDA is useful as a measurement tool because it helps investors evaluate and compare our operating performance from period to period by removing the impact of our capital structure (primarily interest charges from our outstanding debt) and asset base (primarily depreciation and amortization of our vessels) from our operating results. Our management uses EBITDA (i) to assess compliance with financial ratios and covenants that will be included in our revolving credit facility; and  (ii) in communications with lenders, rating agencies and others, concerning our financial performance.


The following table presents a reconciliation of EBITDA to net income, which is the most directly comparable GAAP financial measure of our operating results:




 

  Three Months Ended June 30th,

 

  Six Months Ended June 30th,

 

  2010

 

  2009

 

  2010

 

  2009

 

             (unaudited)

 

             (unaudited)

EBITDA

$

10,344 

 

$

65,838

 

$

1,854 

 

$

108,522 

Less: Depreciation & Amortization

 

16,563 

 

 

18,879

 

 

34,825 

 

 

38,441 

Less: Non-Cash Stock Compensation Expense

 

1,795 

 

 

1,758

 

 

3,578 

 

 

3,470 

Less: Net Interest Expense

 

1,833 

 

 

3,710

 

 

4,291 

 

 

7,364 

Less: Income Tax Expense (Benefit)

 

1,119 

 

 

12,864

 

 

(10,745)

 

 

18,368 

Net Income (Loss)

$

(10,966)

 

$

28,627

 

$

(30,095)

 

$

 40,879 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of 6/30/10

 

 

 

 

 

 

 

 

 

Total Debt

$

215,000 

 

 

 

 

 

 

 

 

 

Less: Cash

 

(17,176)

 

 

 

 

 

 

 

 

 

Net Debt

$

197,824