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Deep Down Reports Third Quarter 2010 Results

November 19, 2010
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HOUSTON, Nov. 19, 2010 /PRNewswire-FirstCall/ — Deep Down, Inc. (OTC Bulletin Board: DPDW) (“Deep Down” or the “Company”), an oilfield services company specializing in products and services for the deepwater and ultra-deepwater oil and gas industry, today announced net income of $1.1 million for the third quarter of 2010, excluding a $4.5 million non-cash impairment of goodwill.

OPERATING RESULTS

For the third quarter of 2010, Deep Down reported a net loss of $3.4 million, or $0.02 loss per diluted share, after a $4.5 million non-cash impairment of goodwill, on revenues of $11.4 million compared to a loss of $2.1 million, or $0.01 loss per diluted share on revenues of $8.4 million during the same quarter last year.

Revenues increased by $3.0 million, or 36 percent to $11.4 million for the third quarter 2010 from $8.4 million for the same quarter last year. The increase in revenues was due primarily to higher utilization of equipment, ROVs and personnel, increased equipment and tooling rentals, greater demand for engineered subsea projects (including installation support services) and increased manufacture of products for deepwater projects. The higher demand is attributable to the increased demand for our products and services primarily in Brazil and West Africa and higher equipment and personnel utilization and increased rentals in the Gulf of Mexico.

Gross profit increased $2.6 million to $4.7 million for the third quarter 2010, an increase of 121 percent over the same period of the prior year, reflecting an overall increase in the gross profit margin from 26 percent to 41 percent. The increase in gross profit and gross profit margin was due to the increased revenues described above and to the larger percentage of service rather than product revenue during the same period last year.

Our management evaluates the Company’s performance based on a non-GAAP measure, Adjusted EBITDA, which consists of earnings (net income or loss) available to common shareholders before cumulative effect of net interest expense, income taxes, non-cash stock compensation expense, non-cash impairments, depreciation and amortization and other non-cash items. Adjusted EBITDA for the third quarter 2010 was $2.5 million compared to negative $660 thousand for the same period last year. The dramatic improvement was driven primarily by the increase in gross profit and lower SG&A expenses.

WORKING CAPITAL

The Company’s working capital declined by $1.7 million to negative $554 thousand at September 30, 2010 from $1.2 million at December 31, 2009 primarily as a result of reclassifying $2.5 million of its long-term debt to current liabilities. All of the debt from one of the Company’s lenders in the amount of $3.2 million is due April 15, 2011. As of September 30, 2010, we were in compliance with all financial covenants associated with this debt. The Company is currently in discussions with several lenders who have expressed interest in refinancing the Company’s debt. The Company’s cash balance was $3.6 million at September 30, 2010 compared to $0.9 million at December 31, 2009.

Ronald E. Smith, Chief Executive Officer stated, “The industry has gone through some very difficult times the past eighteen months, however it is now showing signs of strengthening. Our third quarter was very positive, showing significant growth in revenues, along with improved margins and reduced expenses. The Company would have reported net income in excess of $1.1 million this quarter except for a $4.5 million goodwill write-down. Our cash flow continues to strengthen as well, as can be seen by a $3.1 million improvement in Adjusted EBITDA in the third quarter this year as compared to third quarter last year. We expect business to continue to improve over the next several quarters.”

About Deep Down, Inc.

Deep Down, Inc. is an oilfield services company serving the worldwide offshore exploration and production industry. Deep Down’s proven services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, distributed and drill riser buoyancy, ROVs and tooling, marine vessel automation, control, and ballast systems. Deep Down supports subsea engineering, installation, commissioning, and maintenance projects through specialized, highly experienced service teams and engineered technological solutions. The company’s primary focus is on more complex deepwater and ultra-deepwater oil production distribution system support services and technologies, used between the platform and the wellhead. More information about Deep Down is available at www.deepdowncorp.com.

Forward-Looking Statements

Information set forth in this document contain “forward-looking statements” (as defined in Section 21E of the Securities Exchange Act of 1934, as amended), which reflect Deep Down’s expectations regarding future events. The forward-looking statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially from those contained in the forward-looking statements. Such forward-looking statements include, but are not limited to, statements about the benefits of the business combination transaction involving Deep Down and Cuming, including future financial and operating results, whether and when the transactions will be consummated, the new combined company’s plans, market and other expectations, objectives, intentions and other statements that are not historical facts.

The following additional factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to obtain financing and approvals for the transaction; the risk that any synergies from the transaction may not be realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the ability to successfully integrate the businesses, unexpected costs or unexpected liabilities that may arise from the transaction, whether or not consummated; the inability to retain key personnel; continuation or deterioration of current market conditions; future regulatory or legislative actions that could adversely affect the companies; and the business plans of the customers of the respective parties. Additional factors that may affect future results are contained in Deep Down’s filings with the Securities and Exchange Commission (“SEC”), which are available at the SEC’s web site http://www.sec.gov. Deep Down disclaims any obligation to update and revise statements contained in these materials based on new information or otherwise.

                                      DEEP DOWN, INC.
                           CONSOLIDATED STATEMENTS OF OPERATIONS
                                        (Unaudited)

                       Three Months Ended                Nine Months Ended
                          September 30,                    September 30,
                          -------------                    -------------
    (In
     thousands,
     except per
     share
     amounts)         2010            2009       2010          2009
                        ----               ----         ----             ----

    Revenues         $11,433             $8,426      $27,669          $21,729
    Cost of
     sales:
     Cost of
      sales            6,082              5,826       15,678           14,266
     Depreciation
      expense            610                450        1,718            1,147
                         ---                ---        -----            -----
       Total cost
        of sales       6,692              6,276       17,396           15,413
                       -----              -----       ------           ------
    Gross profit       4,741              2,150       10,273            6,316
    Operating
     expenses:
     Selling,
      general and
      administrative   3,224              3,585       10,201           10,302
     Depreciation
      and
      amortization       419                415        1,301            1,242
     Goodwill
      impairment       4,513                  -        4,513                -
       Total
        operating
        expenses       8,156              4,000       16,015           11,544
                       -----              -----       ------           ------
    Operating
     loss             (3,415)            (1,850)      (5,742)          (5,228)
    Other income
     (expense):
     Interest
      expense,
      net               (124)              (115)        (397)            (227)
     Other
      income, net        195                  4          245               15
                          71               (111)        (152)            (212)
      Total other
       income
       (expense)         ---               ----         ----             ----
    Loss before
     income
     taxes            (3,344)            (1,961)      (5,894)          (5,440)
    Income tax
     (expense)
     benefit             (21)              (129)         (59)             859
                         ---               ----          ---              ---
    Net loss          (3,365)            (2,090)      (5,953)          (4,581)
                      ======             ======       ======

    Net loss per
     share,
     basic and
     diluted          $(0.02)            $(0.01)      $(0.03)          $(0.03)
                      ======             ======       ======           ======
    Weighted-
     average
     common
     shares
      outstanding,
       basic and
       diluted       196,039            179,929      188,902          179,086
                     =======            =======      =======          =======

                                       DEEP DOWN, INC.
                                 CONSOLIDATED BALANCE SHEETS
                                         (Unaudited)

    (In thousands, except
     par value amounts)               September 30, 2010   December 31, 2009
                                      ------------------   -----------------
                        ASSETS
    Current assets:
      Cash and cash
       equivalents                                 $3,639                $912
      Accounts receivable, net
       of allowance of $245
       and $304, respectively                       5,282               7,662
      Inventory                                       712                 896
      Costs and estimated
       earnings in excess of
       billings on uncompleted
       contracts                                      887                 267
      Deposit                                         882                   -
      Prepaid expenses and
       other current assets                           408                 225
           Total current assets                    11,810               9,962
    Property, plant and
     equipment, net                                19,577              20,011
    Intangibles, net                               11,117              12,166
    Goodwill                                        4,916               9,429
    Other assets                                    1,895               1,136
           Total assets                           $49,315             $52,704
                                                  =======             =======

                   LIABILITIES AND
                 STOCKHOLDERS' EQUITY
    Current liabilities:
      Accounts payable and
       accrued liabilities                         $5,272              $2,865
      Billings in excess of
       costs and estimated
       earnings on uncompleted
       contracts                                    2,742               4,345
      Deferred revenues                               507                  89
      Current portion of long-
       term debt                                    3,843               1,497
                                                    -----               -----
           Total current
            liabilities                            12,364               8,796
    Long-term debt, net                             2,362               5,379
           Total liabilities                       14,726              14,175
                                                   ------              ------

    Commitments and
     contingencies (Note 15)

    Stockholders' equity:
      Common stock, $0.001 par
       value, 490,000 shares
       authorized, 205,601
        and 180,451 shares,
         respectively, issued
         and outstanding                              206                 180
      Additional paid-in
       capital                                     63,147              61,161
      Accumulated deficit                         (28,764)            (22,812)
           Total stockholders'
            equity                                 34,589              38,529
                                                   ------              ------
           Total liabilities and
            stockholders' equity                  $49,315             $52,704
                                                  =======             =======

                                  DEEP DOWN, INC.
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (Unaudited)

                                               Nine Months Ended
                                                 September 30,
                                                 -------------
    (In thousands)                             2010                 2009
                                               ----                 ----
    Cash flows from operating
     activities:
    Net loss                                $(5,952)             $(4,581)
    Adjustments to reconcile net
     loss to net cash provided by
     operating activities:
      Non-cash impairment of goodwill         4,513                    -
      Share-based compensation
       expense                                  614                  643
      Stock issued for services                  14                    -
      Bad debt expense                           71                  126
      Depreciation and amortization
       expense                                3,019                2,389
      Gain on disposal of property,
       plant and equipment                     (190)                 (21)
      Deferred income taxes, net                  -                 (909)
      Changes in assets and
       liabilities:
        Accounts receivable                   2,308                6,440
        Inventory                               184                  310
        Costs and estimated earnings in
         excess of billings on
         uncompleted contracts                 (620)                 (40)
        Prepaid expenses and other
         current assets                         118                 (287)
        Other assets                           (294)                (112)
        Accounts payable and accrued
         liabilities                          2,104                 (289)
        Deferred revenues                       418                    4
        Billings in excess of costs and
         estimated earnings on
         uncompleted contracts               (1,603)                 933
                                             ------                  ---
           Net cash provided by operating
            activities                        4,704                4,606
                                              -----                -----

    Cash flows from investing
     activities:
      Purchases of property, plant and
       equipment                             (1,693)              (5,536)
      Proceeds from sale of property,
       plant and equipment                      251                   53
      Investment in joint venture               (25)                (150)
      Proceeds from final settlement
       of acquisition of Flotation                -                   58
      Cash paid for capitalized
       software                                (245)                (383)
      Proceeds from note receivable             (94)                 (23)
      Change in restricted cash                   -                  136
                                                ---                  ---
             Net cash used in investing
              activities                     (1,806)              (5,845)
                                             ------               ------

    Cash flows from financing
     activities:
      Proceeds from sale of common
       stock                                    501                    -
      Borrowings of long-term debt                -                3,000
      Repayments of long-term debt             (672)                (360)
                                               ----                 ----
             Net cash (used in) provided by
              financing activities             (171)               2,640
                                               ----                -----
    Change in cash and equivalents            2,727                1,401
    Cash and cash equivalents,
     beginning of period                        912                2,495
                                                ---                -----
    Cash and cash equivalents, end
     of period                               $3,639               $3,896
                                             ======               ======

                DEEP DOWN, INC.
     NON-US GAAP FINANCIAL MEASURES
                (Unaudited)
                DEEP DOWN, INC.
     NON-US GAAP FINANCIAL MEASURES
                (Unaudited)

The table below presents the reconciliation of net loss to Adjusted EBITDA for the three and nine months ended September 30, 2010:

Adjusted EBITDA. Our management evaluates our performance based on a non-GAAP measure, Adjusted EBITDA, which consists of earnings (net income or loss) available to common shareholders before cumulative effect of accounting change, net interest expense, income taxes, non-cash stock compensation expense, non-cash impairments, depreciation and amortization and other non-cash items. This measure may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. GAAP. The measure should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing or financing activities, or other cash flow data prepared in accordance with U.S. GAAP. The amounts included in the Adjusted EBITDA calculation, however, are derived from amounts included in the accompanying unaudited consolidated statements of operations.

We believe Adjusted EBITDA is useful to an investor in evaluating our operating performance because it is widely used by investors in our industry to measure a company’s operating performance without regard to items such as income taxes, net interest expense, depreciation and amortization, and non-cash stock compensation expense which can vary substantially from company to company depending upon accounting methods and book value of assets, financing methods, capital structure and the method by which assets were acquired; it helps investors more meaningfully evaluate and compare the results of our operations from period to period by removing the impact of our capital structure (primarily interest) and asset base (primarily depreciation and amortization) and actions that do not affect liquidity (stock compensation expense and goodwill impairment) from our operating results; and it helps investors identify items that are within our operational control. Depreciation and amortization charges, while a component of operating income, are fixed at the time of the asset purchase or acquisition in accordance with the depreciable lives of the related asset and as such are not a directly controllable period operating charge.

The table below presents the reconciliation of net loss to net income (loss) before impairment of goodwill for the three and nine months ended September 30, 2010:


                          Three Months Ended          Nine Months Ended
                             September 30,              September 30,
                             -------------              -------------
    (In thousands)         2010            2009     2010            2009
                           ----            ----     ----            ----
    Net loss            $(3,365)        $(2,090) $(5,953)        $(4,581)
    Add back goodwill
     impairment - non-
     cash                 4,513               -    4,513               -
      Net income (loss)
       before goodwill
       impairment        $1,148         $(2,090) $(1,440)        $(4,581)
                         ======         =======  =======         =======

SOURCE Deep Down, Inc.


Source: newswire