UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2013March 31, 2014

OR

Commission File No. 0-30351

DEEP DOWN, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (281) 517-5000

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.  þYes  ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  þNo¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No  þ

At November 11, 2013,May 9, 2014, there were 15,263,74415,225,287 shares outstanding of Common Stock, outstanding, par value $0.001 per share.share.

IMPORTANT INFORMATION REGARDING THIS FORM 10-Q

Unless otherwise indicated, references to “we,” “us,” and “our” in this Quarterly Report on Form 10-Q (“Report”) refer collectively to Deep Down, Inc., a Nevada corporation (“Deep Down”), and its directly and indirectly wholly-owned subsidiaries.

Deep Down is the parent company ofto the following directly and indirectly wholly-owned subsidiaries: Deep Down, Inc., a Delaware corporation (“Deep Down Delaware”); Mako Technologies, LLC, a Nevada limited liability company (“Mako”) (in August 2012, we consolidated the operations of Mako into Deep Down Delaware); Deep Down International Holdings, LLC, a Nevada limited liability company (“DDIH”) and; Deep Down Brasil Ltda.,- Solucoes em Petroleo e Gas, Ltda, a BrazilBrazilian limited liability company (“Deep Down Brasil”). In August 2012, we consolidated the operations of Mako into and Deep Down Delaware.International, SA, a Panama corporation (“Deep Down Panama”).

Our current operations include Deep Down Delaware.  In addition to our strategy of continuing to grow and strengthen our operations, including by expanding our services and products in response toaccordance with our customers’ demands, we intend to continue to seek strategic acquisitions of complementary service providers, product manufacturers and technologies that are focused primarily on supporting deepwater and ultra-deepwater offshore exploration, development and production of oil and gas reserves and other maritime operations.

Readers should consider the following information as they review this Report:

Forward-Looking Statements

The statements contained or incorporated by reference in this Report that are not historical facts 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 “Exchange Act”).  All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.  Forward-looking statements include any statement that may project, indicate or imply future results, events, performance or achievements.  The forward-looking 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,“believe,” “expect,” “may,” “will,” “should,” “intend,” “plan,” “could,” “estimate” or “anticipate,” or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties.

Given the risks and uncertainties relating to forward-looking statements, investors should not place undue reliance on such statements.  Forward-looking statements included in this Report speak only as of the date of this Report and are not guarantees of future performance.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, such expectations may prove to be incorrect.  All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements. The risks and uncertainties mentioned previously relate to, among other matters, the following:

Document Summaries

Descriptions of documents and agreements contained in this Report are provided in summary form only, and such summaries are qualified in their entirety by reference to the actual documents and agreements filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2012,2013, other periodic and current reports we file with the SEC or this Report.

Access to Filings

Access to our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments thereto, filed with or furnished to the SEC pursuant to Section 13(a) of the Exchange Act, as well as reports filed electronically pursuant to Section 16(a) of the Exchange Act, may be obtained through our website (http://www.deepdowncorp.com) as soon as reasonably practicable after we have electronically filed or furnished such material with the SEC. The contents of our website are not, and shall not be deemed to be, incorporated into this Report.

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

DEEP DOWN, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

DEEP DOWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

DEEP DOWN, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

NOTE 1: BASIS OF PRESENTATION

Basis of Presentation

The accompanying unauditedcondensed consolidated financial statements of Deep Down, Inc. and its wholly-owned subsidiaries (“Deep Down,” “we,” “us” or the “Company”) were prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC” or the “Commission”) pertaining to interim financial information and instructions to Form 10-Q.  As permitted under those rules, certain footnotes or other financial information that are normally required by United States generally accepted accounting principles (“US GAAP”) can be condensed or omitted. Therefore, these statements should be read in conjunction with the audited consolidated financial statements, and footnotes thereto, included in our Annual Report on Form 10-K for the year ended December 31, 2012,2013, filed on March 28, 20132014 with the Commission.

Preparation of financial statements in conformity withUS GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, the disclosed amounts of contingent assets and liabilities and the reported amounts of revenues and expenses. If the underlying estimates and assumptions upon which the financial statements are based change in future periods, then the actual amounts may differ from those included in the accompanying condensed consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.  

Principles of Consolidation

The unaudited condensed consolidated financial statements presented herein include the accounts of Deep Down, Inc. and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated.

Segments

For the ninethree months ended September 30,March 31, 2014 and 2013, and 2012, our operating segments, Deep Down Delaware and Mako, have been aggregated into a single reporting segment. In August 2012, we consolidated the operations of Mako in Morgan City, Louisiana into Deep Down Delaware in Channelview, Texas. While the operating segments have different product lines, they are very similar. They are both service-based operations revolving around our personnel’s expertise in the deepwater and ultra-deepwater industry, and any equipment is produced to a customer specified design and engineered using Deep Down personnel’s expertise, with installation and project management as part of our service offeringrevenue to the customer. Additionally, the operating segments have similar customers and distribution methods, and their economic characteristics are similar with regard to their gross margin percentages. Our operations are located in the United States, although we occasionally generate sales to international customers.

Recently Adopted Accounting Standards

There were no recent accounting pronouncementsEffective January 1, 2013, we adopted ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” issued by the FASB. Significant amounts reclassified out of accumulated other comprehensive income are required to be presented either on the face of the financial statements or in the notes to the financial statements. The updated guidance is to be applied prospectively, effective January 1, 2013. The adoption of this update concerns disclosure only and did not have any financial impact on our unaudited condensed consolidated financial statements.

NOTE 2: LIQUIDITY AND FINANCIAL CONDITION

Historically, we have supplemented the financing of our capital needs primarily through debt and equity financings. Since 2008, we have maintained a credit facility with Whitney Bank, a state chartered bank (“Whitney”); see additional discussion in Note 7, “Long-Term Debt”. During the third quarter of 2013, we issued an additional 4,444 shares of common stock resulting in net cash proceeds of $7,628. As a result of our credit facility, the private placement and cash we expect to generate from operations, we believe we will have adequate liquidity to meet our future operating requirements.

NOTE 3: FAIR VALUE OF FINANCIAL INSTRUMENTS

Fair value is defined as the exchange price that materially affected our Company.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 and cash equivalents, trade receivables and payables, and debt instruments. Management believes the carrying amount of the Company’s debt approximates its fair value based on the interest rates for the same or similar debt offered to the Company having the same or similar terms and maturities. The carrying values of cash and cash equivalents and trade receivables and payables approximate their fair values due to the short-term maturities of these instruments.

NOTE 2:4: BILLINGS, COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS

The components of billings, costs and estimated earnings on uncompleted contracts are summarized below:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

The balances in costs and estimated earnings in excess of billings and estimated earnings on uncompleted contracts atSeptember 30, 2013 March 31, 2014 and December 31, 20122013 consisted of earned but unbilled revenues related to large fixed-price projects.

The balances in billings in excess of costs and estimated earnings on uncompleted contracts at September 30, 2013March 31, 2014 and December 31, 20122013 consisted of unearned milestone billings related to large fixed-price projects.

NOTE 5: INVESTMENT IN JOINT VENTURE

Effective December 31, 2010, we engaged in a transaction in which all of the operating assets and substantially all of the liabilities of a former wholly-owned subsidiary, Flotation Technologies, Inc. (“Flotation”) were contributed, along with other contributions we made, to a joint venture entity named Cuming Flotation Technologies, LLC (“CFT”) in return for a 20 percent common unit ownership interest in CFT.

On October 7, 2011, CFT consummated a transaction pursuant to that certain Stock Purchase Agreement (the “Purchase Agreement”), by and between CFT and a Houston-based company (“Buyer”)  pursuant to which Buyer purchased from CFT (i) all of the issued and outstanding shares of capital stock of Cuming Corporation (“Cuming”), the principal operating subsidiary of CFT, (ii) the shares of 230 Bodwell Corporation, a Massachusetts corporation and subsidiary of Cuming, and (iii) certain assets that, immediately prior to closing, were acquired by Cuming, for a purchase price of $60,000 (less certain debt and subject to a purchase price adjustment for working capital and potential earn-out payments).  We are entitled to 20 percent of future potential earn-out proceeds from the sale. Earn-out proceeds were $0 for the three months ended March 31, 2014 and 2013.

The components of our Investment in joint venture are summarized below:

NOTE 3:6: PROPERTY, PLANT AND EQUIPMENT

The components of net property, plant and equipment are summarized below:

NOTE 4:7: LONG-TERM DEBT

Long-term debt consisted of the following:

Whitney Credit Agreement

We originally entered into ourSince 2008, we have maintained a credit agreementfacility (the “Facility”) with Whitney in November 2008 to provide us with revolving and letter of credit facilities for our operations.  Our credit facilityBank, a state chartered bank (“Whitney”). The Facility has been amended and/orand restated fiveseveral times, most recently on March 5, 2013. UnderThe current relevant terms of the Fifth Amendment, the Company and Whitney agreed:Facility include:

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

As of March 31, 2014, the effective date ofCompany’s indebtedness under the Fifth Amendment, the outstanding principal balance ofRevolving Credit Facility and the RE Term Facility was $1,730.$0 and $1,892, respectively. We are currently in negotiations with Whitney agreed to make a single advance to the Company infor an amount equal to $270 (bringing the balanceextension of the RE TermRevolving Credit Facility, as of the effective date of the Fifth Amendmentwhich has matured. We are confident that we will be able to $2,000) to assist in effecting the purchase of the Equipment. As with Deep Down’s other outstanding indebtedness under the creditreach an agreement outstanding amounts of the Equipment Term Loan are secured by a security interest in all of Deep Down’s assets. The interest rateregarding this extension on all of the loans remains the same at 4.0 percent per annum.

As of September 30, 2013, the outstanding indebtedness to Whitney under the Fifth Amendment was $1,943 under the RE Term Facility.or before May 15, 2014.

Our credit agreement with Whitney obligates us to comply with the following financial covenants:

As of September 30,March 31, 2014 and December 31, 2013, we were in compliance with all of these financial covenants.

Other Debt

On November 5, 2013, we entered into a Purchase and Sale Agreement (“PSA”) with a customer to buy back a 3.5 metric ton portable umbilical carousel, which we had fabricated specifically for this customer. The PSA calls for purchase price of $3,293 to be paid in 24 monthly installments of $137.2, commencing November 5, 2013 through October 5, 2015. The obligation is non-interest bearing. The balance of this debt at March 31, 2014 was $2,522.

NOTE 5:8: SHARE-BASED COMPENSATION

We have a share-based compensation plan, the “2003 Directors, Officers and Consultants Stock Option, Stock Warrant and Stock Award Plan” (the “Plan”). Awards of common stock and options to purchase common stock granted under the Plan have vesting periods of three years and options are exercisable for two years once fully vested. Some awards of stock have performance criteria as an additional condition of vesting. Share-based compensation expense related to awards is based on the fair value at the date of grant, and is recognized over the vesting periods, net of estimated forfeitures. The value of performance-based awards is recognized as expense only when it is considered probable that the performance criteria will be met. Under the Plan, the total number of optionsawards permitted is 15 percent of issued and outstanding common shares.

Summary of Shares of Restricted Stock

DuringFor the ninethree months ended September 30,March 31, 2014 and 2013, and 2012, we recognized a total of$347 $110 and$203, $12, respectively, of share-based compensation expense related to restricted stock awards, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The unamortized portion of the estimated fair value of restrictednon-vested stock awards was $1,092$870 at September 30, 2013.March 31, 2014.

Summary of Stock Options

For the ninethree months ended September 30,March 31, 2014 and 2013, and 2012, we recognized a total of$124 $25 and$316, $28, respectively, of share-based compensation expense related to outstanding stock option awards, which is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. The unamortized portion of the estimated fair value of non-vested stock options was$70 $19 at September 30, 2013.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

March 31, 2014.

NOTE 6:9: INCOME TAXES

Income tax expense during interim periods is based on applying the estimated annual effective income tax rate to interim period operations. The estimated annual effective income tax rate may vary from the statutory rate due to the impact of permanent items relative to our pre-tax income, as well as by any valuation allowance recorded.  We employ an asset and liability approach that results in the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial basis and the tax basis of those assets and liabilities. A valuation allowance is established when it is more likely than not that some of the deferred tax assets will not be realized.  Although our future projections indicate that we may be able to realize some of these deferred tax assets, due to the degree of uncertainty of these projections, at September 30, 2013March 31, 2014 management has recorded a full deferred tax asset valuation allowance.

NOTE 7:10: COMMITMENTS AND CONTINGENCIES

Litigation

From time to time we are involved in legal proceedings arising in the normal course of business. As of the date of this Report, we were not involved in any material actual or pending legal proceedings.

Operating Leases

We lease certain offices, facilities, equipment and vehicles under non-cancellable operating and capital leases expiring at various dates through 2023.

Letters of Credit

Certain of our customers could require us to issue a standby letter of credit (“LC”) in the ordinary course of business to ensure performance under terms of a contract or as a form of product warranty. The beneficiary could demand payment from the issuing bank for the amount of the outstanding letter of credit. There were $809 and $827was $415 in LC’s outstanding at September 30, 2013March 31, 2014 and December 31, 2012, respectively.2013.

NOTE 8:11: EARNINGS PER COMMON SHARE

Basic earnings per share (“EPS”) is calculated by dividing net income (loss) by the weighted-average number of common shares outstanding for the period. Diluted EPS is calculated by dividing net income (loss) by the weighted-average number of common shares and dilutive common stock equivalents (warrants, stock awards and stock options) outstanding during the period. Diluted EPS reflects the potential dilution that could occur if options to purchase common stock were exercised for shares of common stock.

At September 30,March 31, 2014 and 2013, and 2012, there were outstanding warrants convertible to 0 and 6,000 shares of common stock, respectively. At September 30, 2013 and 2012, there were outstanding stock options convertible to 945,000825 and 1,045,0001,008 shares of common stock, respectively.

For There were no potentially dilutive securities for the ninethree months ended September 30,March 31, 2014 and 2013 and 2012, respectively, therethat were 902 and 0 options included in the computation of diluted earnings per share.share because their inclusion would be anti-dilutive.

NOTE 9:12: STOCKHOLDERS’ EQUITY

Common Stock

The number of shares of common stock outstanding is as follows:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that management believes is relevant for an assessment and understanding of our results of operations and financial condition. This information should be read in conjunction with our audited historical consolidated financial statements, which are included in our Form 10-K for the fiscal year ended December 31, 2012,2013, filed with the Securities and Exchange Commission on March 28, 20132014 and our unaudited condensed consolidated financial statements, and notes thereto, included with this Quarterly Report on Form 10-Q (“Report”) in Part I. Item 1. “Financial Statements”.Statements.”

General

We are an oilfield services company specializing in complex deepwater and ultra-deepwater oil production distribution system support services, serving the worldwide offshore exploration and production industry. Our services and technological solutions include distribution system installation support and engineering services, umbilical terminations, loose-tube steel flying leads, buoyancy products and services, remotely operated vehicles (“ROVs”) and toolings. We support subsea engineering, installation, commissioning, and maintenance projects through specialized, highly experienced service teams and engineered technological solutions. Our 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.

In Part I. Item 2.2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” all dollar and share amounts are in thousands of dollars and shares, unless otherwise indicated.

Industry and Executive Outlook

The outlook forindustry continued to strengthen in the first quarter, particularly in the major offshore deepwater and ultra-deepwater drilling and production continues to be very strong.projects. The Gulf of Mexico continueshas continued to strengthen, as well as many of the international deepwater and ultra-deepwater projects, such as Brazil. We believe that the industry, and in particular the subsea market we serve, will continue to strengthen throughout the year.

Revenues for our first quarter, which is typically our slowest quarter, were flat compared to the first quarter of 2013. Our backlog, however has increased almost 25 percent to $30 million compared to $25 million at the end of the first quarter in 2013. The number of employees has grown from 80 to 84 as a result of the increase in our business is increasing. Our backlog is $27,000business. Based on the number of projects we are working on and continuesthe associated quotes we continue to make, we believe our operations will continue to grow. We expect to see continued growth in the deepwater and ultra-deepwater sectors for the remainder of the year and in 2014.

Our third quarter results were lower than plan because ofWe recently received our financial performance on a significant fixed-pricefirst order for a major oil company operatingthrough our new Brazilian subsidiary. Activity in Brazil and because of increased rent for our new facility. Nevertheless, we are very pleased with our continued success in obtaining new orders. The new facility has enabled usbeen slow to expand our steel flying lead business,develop and we believe it will continuethis order is key to positively impactour future growth.participation in the subsea market there.

Results of Operations 

Three Months Ended September 30, 2013March 31, 2014 Compared to Three Months Ended September 30, 2012March 31, 2013

Revenues. Revenues for the three months ended September 30, 2013March 31, 2014 were $8,639.$6,163. Revenues for the three months ended September 30, 2012March 31, 2013 were $9,391. The $752 decrease (8 percent) occurred primarily due to reduced ROV and topside equipment rental services as$6,158, a result of the consolidation of Mako’s operations into Deep Down Delaware’s operating segment in the third quarter of 2012.$5 increase.

Gross Profit. Gross profit for the three months ended September 30, 2013March 31, 2014 was $2,475,$2,249, or 2936 percent of revenues.  Gross profit for the three months ended September 30, 2012March 31, 2013 was $3,163,$2,166, or 3435 percent of revenues. The $688 decrease in gross profit was due primarily to rent expense associated with our new facility as well as a loss recognized on a large fixed-price fabrication project.

Selling, general and administrative expenses.Selling, general and administrative expenses (“SG&A”) for the three months ended September 30, 2013March 31, 2014 was $2,082,$2,137, or 2435 percent of revenues.  SG&A for the three months ended September 30, 2012March 31, 2013 was $1,966,$1,863, or 21 percent30% of revenues. SG&A remained relatively consistent.

DepreciationThe $274 increase is due primarily to increased security costs at our new facility, increased share-based compensation expense due to new grants, and amortizationincreased legal expense not included in cost of sales.Depreciation and amortization expense not included in cost of sales(“D&A”) for the three months ended September 30, 2013 was $35. D&A for the three months ended September 30, 2012 was $140. In the fourth quarter of 2012, we fully impaired intangible assets associated with the consolidationrelated to collection of our Morgan City, Louisiana operations. This is the primary cause of the reduction in amortization expense in the 2013 period.receivables.

Interest expense, net. Interest expense, net was $52$61 for the three months ended September 30, 2013.March 31, 2014. Interest expense, net was $34$37 for the three months ended September 30, 2012.March 31, 2013. Net interest expense for each period was generated by outstanding debt, offset by interest income earned on cash and short-term investments. The $18 increase in the 2013 period is due primarily to the Company having higher average interest-bearing obligations in the 2013 period.

Equity in netOther income.Other income (loss) of joint venture.Equity in net income of joint venture was $0 for the three months ended September 30, 2013. Equity in net lossMarch 31, 2014 was $373, which is the gain recognized on the sale of joint venture was $39 for the three months ended September 30, 2012. The CFT joint venture is in the liquidation process. Therefore, current period activity is limited.a significant piece of equipment.

Modified EBITDA. Our management evaluates our performance based on a non-GAAP measure which consists of earnings (net income or loss) available to common shareholders before net interest expense, income taxes, non-cash share-based compensation expense, equity in net income or loss of joint venture, non-cash impairments, depreciation and amortization, other non-cash items and one-time charges (“Modified EBITDA”). 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 US GAAP. The measure should not be considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by operating, investing or financing activities, or other cash flow data prepared in accordance with US GAAP. The amounts included in the Modified EBITDA calculation, however, are derived from amounts included in the accompanying condensed consolidated statements of operations.

We believe Modified EBITDA is useful to investors in evaluating our operating performance because it is widely used to measure a company’s operating performance, 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); asset base (primarily depreciation and amortization); actions that do not affect liquidity (share-based compensation expense, equity in net income or loss of joint venture) 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 following is a reconciliation of net income to Modified EBITDA for the three months ended September 30, 2013March 31, 2014 and 2012:2013:

Modified EBITDA for the three months ended September 30, 2013March 31, 2014 was $960.$987. Modified EBITDA for the three months ended September 30, 2012March 31, 2013 was $1,933.$700. Modified EBITDA decreased $973increased $287 primarily due to decreased gross profit before depreciation expense of $664. Additionally, there was a $200 reduction in operational consolidation expense.

Nine Months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012

Revenues. Revenues for the nine months ended September 30, 2013 were $23,953. Revenues for the nine months ended September 30, 2012 were $22,168. The $1,785 increase (8 percent) has occurred primarily due to increased demand by our customers for our technologically innovative solutions as a result of our consistently successful project execution.

Gross Profit. Gross profit for the nine months ended September 30, 2013 was $8,161, or 34 percent of revenues.  Gross profit for the nine months ended September 30, 2012 was $7,969, or 36 percent of revenues. The gross profit percentage is consistent between periods and with our expectations.

Selling, general and administrative expenses.Selling, general and administrative expenses (“SG&A”) for the nine months ended September 30, 2013 was $6,311, or 26 percent of revenues.  SG&A for the nine months ended September 30, 2012 was $5,948, or 27% of revenues. SG&A remained relatively consistent as a percentage of revenues.

Depreciation and amortization expense not included in cost of sales.Depreciation and amortization expense not included in cost of sales(“D&A”) for the nine months ended September 30, 2013 was $100. D&A for the nine months ended September 30, 2012 was $432. In the fourth quarter of 2012, we fully impaired intangible assets associated with the consolidation of our Morgan City, Louisiana operations. This is the primary cause of the reduction in amortization expense in 2013 period.

Interest expense, net. Interest expense, net was $143 for the nine months ended September 30, 2013. Interest expense, net was $120 for the nine months ended September 30, 2012. Net interest expense for each period was generated by outstanding debt, offset by interest income earned on cash and short-term investments. The $23$363 increase in the 2013 period is due primarily to the Company having higher average interest-bearing obligations in the 2013 period.

Equity in netother income, (loss) of joint venture.Equity in net income of joint venture was $1 for the nine months ended September 30, 2013. Equity in net loss of joint venture was $179 for the nine months ended September 30, 2012. The CFT joint venture is in the liquidation process. Therefore, current period activity is limited.

Modified EBITDA. As noted above, our management evaluates our performance based on Modified EBITDA.  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 US GAAP. The measure should not be considered in isolation or as a substitute for operating income or loss, net income or loss, cash flows provided by operating, investing or financing activities, or other cash flow data prepared in accordance with US GAAP. The amounts included in the Modified EBITDA calculation, however, are derived from amounts included in the accompanying condensed consolidated statements of operations.

We believe Modified EBITDA is useful to investors in evaluating our operating performance because it is widely used to measure a company’s operating performance, 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); asset base (primarily depreciation and amortization); actions that do not affect liquidity (share-based compensation expense, equity in net income or loss of joint venture) 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 following is a reconciliation of net income to Modified EBITDA for the nine months ended September 30, 2013 and 2012:

Modified EBITDA for the nine months ended September 30, 2013 was $3,405. Modified EBITDA for the nine months ended September 30, 2012 was $3,821. Modified EBITDA decreased $416 primarily due to increased SG&A before share-based compensation expense of $411 and decreased operational consolidation expense of $200, partially offset by a $280$103 increase in gross profit before depreciation, partially offset by a $179 increase in SG&A before share-based compensation expense.

Liquidity and Capital Resources

Overview

Historically, we have supplemented the financing of our capital needs primarily through debt and equity financings. Most significant in this regard has been the debt facility

Credit Facility

Since 2008, we have maintained a credit facility (the “Facility”) with Whitney Bank, a state chartered bank (and successor to Whitney National Bank, a national banking association) (“Whitney”). Our loans outstanding under the AmendedThe Facility has been amended and Restated Credit Agreement with Whitney (the “Restated Credit Agreement”) were to become duerestated several times, most recently on April 15, 2013.

On March 5, 2013, we entered into2013. The current relevant terms of the Fifth Amendment to Amended and Restated Credit Agreement (“Fifth Amendment”) with Whitney. Under the Fifth Amendment, the Company and Whitney agreed:Facility include:

As of March 31, 2014, the effective date ofCompany’s indebtedness under the Fifth Amendment, the outstanding principal balance ofRevolving Credit Facility and the RE Term Facility was $1,730.$0 and $1,892, respectively. We are currently in negotiations with Whitney agreed to make a single advance to the Company infor an amount equal to $270 (bringing the balanceextension of the RE TermRevolving Credit Facility, as of the effective date of the Fifth Amendmentwhich has matured. We are confident that we will be able to $2,000) to assist in effecting the purchase of the Equipment. As with Deep Down’s other outstanding indebtedness under the creditreach an agreement outstanding amounts of the Equipment Term Loan are secured by a security interest in all of Deep Down’s assets. The interest rateregarding this extension on all of the loans remains the same at 4.0 percent per annum.

As of September 30, 2013, the outstanding indebtedness to Whitney under the Fifth Amendment was $1,943 under the RE Term Facility.or before May 15, 2014.

Our credit agreement with Whitney obligates us to comply with the following financial covenants:

As of September 30,March 31, 2014 and December 31, 2013, we were in compliance with all of these financial covenants.

Other Debt

On November 5, 2013, we entered into a Purchase and Sale Agreement with a customer to buy back a 3.5 metric ton portable umbilical carousel, which we had fabricated specifically for this customer. Such Purchase and Sale Agreement calls for purchase price of $3,293 to be paid in 24 monthly installments of $137.2, commencing November 5, 2013 through October 5, 2015. The obligation is non-interest bearing. The balance of this debt at December 31, 2013 was $2,906.

Private Placement

During the third quarter of 2013, we issued an additional 4,444 shares of common stock resulting in anet cash increaseproceeds of $7,647.$7,628.

As a result of the stock issuance, amended terms ofCredit Facility, the Fifth Amendment,Private Placement and cash we expect to generate from operations, we believe we will have adequate liquidity to meet our future operating requirements.

We had working capital of$15,444atSeptember 30, 2013.

Inflation and Seasonality

We do not believe that our operations are significantly impacted by inflation.  Our business is not significantly seasonal in nature.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations is based on our unauditedcondensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements in accordance with US GAAP requires us to make estimates and judgments that may affect assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to revenue recognition and related allowances, costs and estimated earnings incurred in excess of billings on uncompleted contracts, impairments of long-lived assets, including intangibles and goodwill, income taxes including the valuation allowance for deferred tax assets, billings in excess of costs and estimated earnings on uncompleted contracts, 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.

Refer to Part II. Item 2 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in our Annual Report on Form 10-K for the year ended December 31, 20122013 for a discussion of our Critical Accounting Policies.

Recently Issued Accounting Standards

Management believes that recently issued accounting standards, which are not yet effective, will not have a material impact on our condensed consolidated financial statements upon adoption.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.   The Company’s disclosure controls and procedures are designed to ensure that such information required to be disclosed by the Company in reports filed or submitted under the Exchange Act as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that such information is accumulated and communicated to management, including the principal executive and the principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance that control objectives are attained. The Company’s disclosure controls and procedures are designed to provide such reasonable assurance.

The Company’s management, with the participation of the principal executive and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2013,March 31, 2014, as required by Rule 13a-15(e) of the Exchange Act. Based upon that evaluation, the principal executive and the principal financial officer have concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2013.March 31, 2014.

Management’s Report on Internal Control Over Financial Reporting.   The Company’s management is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Although the internal controls over financial reporting were not audited, the Company’s management, including the principal executive and principal financial officer, assessed the effectiveness of internal controls over financial reporting as of September 30, 2013,March 31, 2014, based on criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) entitled “Internal Control-Integrated Framework.” Upon evaluation, the Company’s management has concluded that the Company’s internal controls over financial reporting were effective as of September 30, 2013, except as noted below.March 31, 2014.

Changes in Internal Control Over Financial Reporting.    The Company’s management, with the participation of the principal executive and principal financial officer, has concluded that there were no changes in internal control over financial reporting during the fiscal quarter ended September 30, 2013.March 31, 2014.

At December 31, 2012, the Company reported a material weakness (“Material Weakness”) related to percentage-of-completion (“POC”) accounting for fixed-price contracts. During the fiscal quarter ended March 31, 2013, in order to begin to remediate the Material Weakness, the Company created and filled a financial management position within its project operations function, the primary responsibilities of which are to ensure: (a) that initial and updated detailed cost estimates and POC accounting schedules for fixed-price contracts are timely and accurately prepared; (b) proper segregation of accounting for time and materials aspects from POC aspects of contracts containing both; (c) effective financial management review of contract terms; (d) effective communication with accounting personnel, and (e) along with accounting personnel, effective financial management review of the POC accounting revenue recognition calculations.

Based on this remediation effort, the Company’s management, with the participation of the principal executive and principal financial officer, has concluded that, although significant progress toward remediation of the Material Weakness has been achieved, the Material Weakness still existed during the fiscal quarter ended September 30, 2013. It is our belief that we will be able to have the Material Weakness fully remediated by the end of the fiscal year ending December 31, 2013.

PART II. – OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

From time to time, we are involved in legal proceedings arising in the normal course of business. As of the date of this Quarterly Report on Form 10-Q, we were not involved in any material actual or pending legal proceedings.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(c)Purchases of Equity Securities By the Issuer and Affiliated Purchasers.

ISSUER PURCHASES OF EQUITY SECURITIES

⁽¹⁾ On February 28, 2014, Deep Down completed the acquisition of 65,736 shares of its common stock in a private purchase transaction. Deep Down paid $124,898 to the seller in consideration for such seller’s shares of stock in Deep Down. The purchase price per share was equal to the closing price of the shares on the OTCQX on the date of purchase. Deep Down paid the entire purchase price from cash on hand.

ITEM 6. EXHIBITS

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index of Exhibits of this Quarterly Report on Form 10-Q, which is incorporated herein by reference.

* Filed or furnished herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DEEP DOWN, INC.

(Registrant)

Date: May 13, 2014

/s/ Ronald E. Smith                                             

Ronald E. Smith

President and Chief Executive Officer

(Principal Executive Officer)

/s/ Eugene L. Butler                                                

Eugene L. Butler

Executive Chairman and Chief Financial Officer

(Principal Financial Officer)

/s/ Ira B. Selya                                                         

Ira B. Selya

Corporate Controller

(Principal Accounting Officer)

INDEX TO EXHIBITS

* Filed or furnished herewith.