Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Deep Down, Inc. | ' |
Entity Central Index Key | '0001110607 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 15,263,744 |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2013 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
ASSETS | ' | ' |
Cash and cash equivalents | $5,944 | $1,523 |
Accounts receivable, net of allowance of $1,222 and $1,211, respectively | 7,024 | 7,140 |
Inventory | 244 | 232 |
Costs and estimated earnings in excess of billings on uncompleted contracts | 5,890 | 2,547 |
Prepaid expenses and other current assets | 430 | 321 |
Total current assets | 19,532 | 11,763 |
Property, plant and equipment, net | 12,399 | 13,103 |
Investment in joint venture | 485 | 984 |
Intangibles, net | 121 | 126 |
Goodwill | 4,916 | 4,916 |
Other assets | 1,061 | 607 |
Total assets | 38,514 | 31,499 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ' | ' |
Accounts payable and accrued liabilities | 3,290 | 4,289 |
Billings in excess of costs and estimated earnings on uncompleted contracts | 566 | 753 |
Deferred revenues | 76 | 44 |
Current portion of long-term debt | 156 | 680 |
Total current liabilities | 4,088 | 5,766 |
Long-term debt, net | 1,918 | 2,936 |
Total liabilities | 6,006 | 8,702 |
Commitments and contingencies (Note 9) | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, 10,000 shares authorized, 0 shares issued and outstanding | ' | ' |
Common stock, $0.001 par value, 24,500 shares authorized, 15,275 and 10,152 shares issued and outstanding, respectively | 15 | 10 |
Additional paid-in capital | 72,049 | 63,970 |
Accumulated deficit | -39,556 | -41,183 |
Total stockholders' equity | 32,508 | 22,797 |
Total liabilities and stockholders' equity | $38,514 | $31,499 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
ASSETS | ' | ' |
Accounts receivable allowance | $1,222 | $1,211 |
Stockholders' equity: | ' | ' |
Preferred stock par value | $0.00 | $0.00 |
Preferred stock shares authorized | 10,000 | 10,000 |
Preferred stock shares issued | 0 | 0 |
Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 24,500 | 24,500 |
Common stock issued | 15,275 | 10,152 |
Common stock outstanding | 15,275 | 10,152 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Income Statement [Abstract] | ' | ' | ' | ' |
Revenues | $8,639 | $9,391 | $23,953 | $22,168 |
Cost of sales: | ' | ' | ' | ' |
Cost of sales | 5,806 | 5,894 | 14,735 | 13,230 |
Depreciation expense | 358 | 334 | 1,057 | 969 |
Total cost of sales | 6,164 | 6,228 | 15,792 | 14,199 |
Gross profit | 2,475 | 3,163 | 8,161 | 7,969 |
Operating expenses: | ' | ' | ' | ' |
Selling, general and administrative | 2,082 | 1,966 | 6,311 | 5,948 |
Depreciation and amortization | 35 | 140 | 100 | 432 |
Total operating expenses | 2,117 | 2,106 | 6,411 | 6,380 |
Operating income | 358 | 1,057 | 1,750 | 1,589 |
Other income (expense): | ' | ' | ' | ' |
Interest expense, net | -52 | -34 | -143 | -120 |
Equity in net (loss) income of joint venture | 0 | -39 | 1 | -179 |
Other, net | 13 | 60 | 27 | 112 |
Total other income (expense) | -39 | -13 | -115 | -187 |
Income before income taxes | 319 | 1,044 | 1,635 | 1,402 |
Income tax expense | 62 | -74 | -8 | -93 |
Net income | $381 | $970 | $1,627 | $1,309 |
Net income per share: | ' | ' | ' | ' |
Basic | $0.03 | $0.10 | $0.15 | $0.13 |
Diluted | $0.03 | $0.10 | $0.15 | $0.13 |
Weighted-average shares outstanding: | ' | ' | ' | ' |
Basic | 11,691 | 10,161 | 10,728 | 10,196 |
Diluted | 11,739 | 10,161 | 10,729 | 10,196 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Cash flows from operating activities: | ' | ' |
Net income | $1,627 | $1,309 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ' | ' |
Equity in net (income) loss of joint venture | -1 | 179 |
Share-based compensation | 471 | 519 |
Forgiveness of debt | 0 | -10 |
Bad debt (recovery) provision | -19 | 92 |
Depreciation and amortization | 1,157 | 1,401 |
Gain on disposal of property, plant and equipment | -21 | -112 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable | 101 | -1,297 |
Costs and estimated earnings in excess of billings on uncompleted contracts | -3,343 | -1,642 |
Prepaid expenses and other current assets | -109 | -60 |
Other assets | 19 | 103 |
Inventory | -12 | -3 |
Accounts payable and accrued liabilities | -999 | 1,587 |
Deferred revenues | 32 | -260 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -187 | -1,499 |
Net cash (used in) provided by operating activities | -1,284 | 307 |
Cash flows from investing activities: | ' | ' |
Purchases of property, plant and equipment | -451 | -1,520 |
Proceeds from sale of property, plant and equipment | 33 | 150 |
Cash paid for deposits | -446 | 0 |
Cash paid for patents | 0 | -43 |
Cash paid for exclusive product rights | 0 | -125 |
Repayments on notes receivable | 9 | 50 |
Distribution from joint venture | 500 | 0 |
Net cash provided by (used in) investing activities | -355 | -1,488 |
Cash flows from financing activities: | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | 7,647 | 0 |
Cash paid for purchase of our common stock | 0 | -48 |
Proceeds from bank term loans | 1,020 | 0 |
Cash paid for deferred financing costs | -45 | 0 |
Repayments of long-term debt | -2,562 | -1,552 |
Net cash provided by (used in) financing activities | 6,060 | -1,600 |
Change in cash and equivalents | 4,421 | -2,781 |
Cash and cash equivalents, beginning of period | 1,523 | 4,979 |
Cash and cash equivalents, end of period | 5,944 | 2,198 |
Supplemental schedule of significant noncash transactions: | ' | ' |
Property, plant and equipment acquired via capital lease | 0 | 1,200 |
Shares of common stock surrendered by employees related to payroll taxes on vested restricted stock awards | $34 | $41 |
1_BASIS_OF_PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
BASIS OF PRESENTATION | ' |
Basis of Presentation | |
The accompanying unaudited condensed 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, filed on March 28, 2013 with the Commission. | |
Preparation of financial statements in conformity with US 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 nine months ended September 30, 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 offering 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 pronouncements that materially affected our Company. |
2_BILLINGS_COSTS_AND_ESTIMATED
2. BILLINGS, COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Billings Costs And Estimated Earnings On Uncompleted Contracts | ' | ||||||||
BILLINGS, COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS | ' | ||||||||
The components of billings, costs and estimated earnings on uncompleted contracts are summarized below: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Costs incurred on uncompleted contracts | $ | 14,680 | $ | 9,915 | |||||
Estimated earnings on uncompleted contracts | 5,915 | 4,714 | |||||||
20,595 | 14,629 | ||||||||
Less: Billings to date on uncompleted contracts | (15,271 | ) | (12,835 | ) | |||||
$ | 5,324 | $ | 1,794 | ||||||
Included in the accompanying consolidated balance sheets under the following captions: | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 5,890 | $ | 2,547 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (566 | ) | (753 | ) | |||||
$ | 5,324 | $ | 1,794 | ||||||
The balances in costs in excess of billings and estimated earnings on uncompleted contracts at September 30, 2013 and December 31, 2012 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, 2013 and December 31, 2012 consisted of unearned milestone billings related to large fixed-price projects. |
3_PROPERTY_PLANT_AND_EQUIPMENT
3. PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||||
The components of net property, plant and equipment are summarized below: | |||||||||||
Range of | |||||||||||
30-Sep-13 | 31-Dec-12 | Asset Lives | |||||||||
Land | $ | 1,582 | $ | 1,582 | - | ||||||
Buildings and improvements | 1,571 | 1,555 | 7 - 36 years | ||||||||
Leasehold improvements | 221 | 221 | 2 - 5 years | ||||||||
Equipment | 14,439 | 14,251 | 2 - 30 years | ||||||||
Furniture, computers and office equipment | 1,292 | 1,248 | 2 - 8 years | ||||||||
Construction in progress | 658 | 487 | - | ||||||||
Total property, plant and equipment | 19,763 | 19,344 | |||||||||
Less: Accumulated depreciation and amortization | (7,364 | ) | (6,241 | ) | |||||||
Property, plant and equipment, net | $ | 12,399 | $ | 13,103 |
4_LONGTERM_DEBT
4. LONG-TERM DEBT | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
LONG-TERM DEBT | ' | ||||||||
Long-term debt consisted of the following: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Secured credit agreement - Whitney | $ | 1,943 | $ | 2,909 | |||||
Capital lease obligations | 131 | 707 | |||||||
Total long-term debt | 2,074 | 3,616 | |||||||
Less: Current portion of long-term debt | (156 | ) | (680 | ) | |||||
Long-term debt, net of current portion | $ | 1,918 | $ | 2,936 | |||||
Whitney Credit Agreement | |||||||||
We originally entered into our credit agreement with Whitney in November 2008 to provide us with revolving and letter of credit facilities for our operations. Our credit facility has been amended and/or restated five times, most recently on March 5, 2013. Under the Fifth Amendment, the Company and Whitney agreed: | |||||||||
· | to increase the committed amount under the revolving credit facility (“Revolving Credit Facility”) to $5,000, and extend the maturity date of such Revolving Credit Facility to April 15, 2014; | ||||||||
· | to increase the committed amount under the real estate term facility (“RE Term Facility”) to $2,000, extend the maturity date of such RE Term Facility to April 15, 2018, and the Company is obligated to make increasing monthly repayments of principal (along with accrued and unpaid interest thereon) starting at $8, beginning April 1, 2013; | ||||||||
· | for Whitney to make a new single-advance term loan to Deep Down in the original principal amount of $250 (“Equipment Term Loan”) for the purpose of effecting a purchase of two tensioners (the “Equipment”). The Equipment Term Loan has an interest rate of 4.0 percent per annum and maturity date of April 15, 2018, and the Company is obligated to make increasing monthly repayments of principal (along with accrued and unpaid interest thereon) starting at $4, beginning April 1, 2013; | ||||||||
· | to change the definition of EBITDA to allow a non-recurring expense in the amount of $117 for closing the operations of Mako and consolidating with Deep Down Delaware in the fiscal quarter ended December 31, 2012, and to allow a non-recurring charge of $2,156, for the write-off related to impairment of long-lived assets associated with consolidating the operations of Mako, also in the fiscal quarter ended December 31, 2012. | ||||||||
As of the effective date of the Fifth Amendment, the outstanding principal balance of the RE Term Facility was $1,730. Whitney agreed to make a single advance to the Company in an amount equal to $270 (bringing the balance of the RE Term Facility as of the effective date of the Fifth Amendment to $2,000) to assist in effecting the purchase of the Equipment. As with Deep Down’s other outstanding indebtedness under the credit agreement, outstanding amounts of the Equipment Term Loan are secured by a security interest in all of Deep Down’s assets. The interest rate 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. | |||||||||
Our credit agreement with Whitney obligates us to comply with the following financial covenants: | |||||||||
· | Leverage Ratio - The ratio of total debt to total consolidated EBITDA for the four most recent quarterly periods must be less than 3.0 to 1.0; actual Leverage Ratio as of September 30, 2013: 0.90 to 1.0. | ||||||||
· | Fixed Charge Coverage Ratio - The ratio of total consolidated EBITDA for the four most recent quarterly periods to total consolidated net interest expense plus principal payments for the four most recent quarterly periods on total debt must be greater than 1.5 to 1.0; actual Fixed Charge Coverage Ratio as of September 30, 2013: 2.09 to 1.0. | ||||||||
· | Tangible Net Worth - Our consolidated net worth, after deducting other assets as are properly classified as “intangible assets,” plus 50 percent of net income (if positive), after provision for income taxes, for each whole or partial fiscal year completed after June 30, 2011, must be in excess of $13,000; actual Tangible Net Worth as of September 30, 2013: $27,471. | ||||||||
· | Moreover, we continue to have obligations for other covenants, including, among others, limitations on issuance of common stock, liens, transactions with affiliates, additional indebtedness and permitted investments. | ||||||||
As of September 30, 2013, we were in compliance with all of these financial covenants. |
5_SHAREBASED_COMPENSATION
5. SHARE-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' |
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 options permitted is 15 percent of issued and outstanding common shares. | |
Summary of Shares of Restricted Stock | |
During the nine months ended September 30, 2013 and 2012, we recognized a total of $347 and $203, 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 restricted stock awards was $1,092 at September 30, 2013. | |
Summary of Stock Options | |
For the nine months ended September 30, 2013 and 2012, we recognized a total of $124 and $316, 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 at September 30, 2013. |
6_INCOME_TAXES
6. INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
Income Tax Disclosure [Abstract] | ' |
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, 2013 management has recorded a full deferred tax asset valuation allowance. |
7_COMMITMENTS_AND_CONTINGENCIE
7. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
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 $827 in LC’s outstanding at September 30, 2013 and December 31, 2012, respectively. |
8_EARNINGS_PER_COMMON_SHARE
8. EARNINGS PER COMMON SHARE | 9 Months Ended |
Sep. 30, 2013 | |
Net income per share: | ' |
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, 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 945,000 and 1,045,000 shares of common stock, respectively. | |
For the nine months ended September 30, 2013 and 2012, respectively, there were 902 and 0 options included in the computation of diluted earnings per share. |
9_STOCKHOLDERS_EQUITY
9. STOCKHOLDERS' EQUITY | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Stockholders' equity: | ' | ||||
STOCKHOLDERS' EQUITY | ' | ||||
Common Stock | |||||
The number of shares of common stock outstanding is as follows: | |||||
Balance, December 31, 2012 | 10,151,529 | ||||
Shares cancelled and retired, April 15, 2013 | (33,334 | ) | |||
Restricted shares granted, May 29, 2013 | 30,000 | ||||
Restricted shares granted, June 5, 2013 | 700,000 | ||||
Shares surrendered for payroll taxes and retired, June 17, 2013 | (16,725 | ) | |||
Shares issued in private placement, September 10, 2013 | 4,085,111 | ||||
Shares issued in private placement, September 26, 2013 | 358,500 | ||||
Balance, September 30, 2013 | 15,275,081 |
1_BASIS_OF_PRESENTATION_Polici
1. BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
The accompanying unaudited condensed 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, filed on March 28, 2013 with the Commission. | |
Preparation of financial statements in conformity with US 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 nine months ended September 30, 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 offering 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 pronouncements that materially affected our Company. |
2_BILLINGS_COSTS_AND_ESTIMATED1
2. BILLINGS, COSTS AND ESTIMATED EARNINGS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Billings Costs And Estimated Earnings On Uncompleted Contracts | ' | ||||||||
COSTS, ESTIMATED EARNINGS AND BILLINGS ON UNCOMPLETED CONTRACTS | ' | ||||||||
The components of billings, costs and estimated earnings on uncompleted contracts are summarized below: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Costs incurred on uncompleted contracts | $ | 14,680 | $ | 9,915 | |||||
Estimated earnings on uncompleted contracts | 5,915 | 4,714 | |||||||
20,595 | 14,629 | ||||||||
Less: Billings to date on uncompleted contracts | (15,271 | ) | (12,835 | ) | |||||
$ | 5,324 | $ | 1,794 | ||||||
Included in the accompanying consolidated balance sheets under the following captions: | |||||||||
Costs and estimated earnings in excess of billings on uncompleted contracts | $ | 5,890 | $ | 2,547 | |||||
Billings in excess of costs and estimated earnings on uncompleted contracts | (566 | ) | (753 | ) | |||||
$ | 5,324 | $ | 1,794 |
3_PROPERTY_PLANT_AND_EQUIPMENT1
3. PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||||
Net Property, plant and equipment | ' | ||||||||||
The components of net property, plant and equipment are summarized below: | |||||||||||
Range of | |||||||||||
30-Sep-13 | 31-Dec-12 | Asset Lives | |||||||||
Land | $ | 1,582 | $ | 1,582 | - | ||||||
Buildings and improvements | 1,571 | 1,555 | 7 - 36 years | ||||||||
Leasehold improvements | 221 | 221 | 2 - 5 years | ||||||||
Equipment | 14,439 | 14,251 | 2 - 30 years | ||||||||
Furniture, computers and office equipment | 1,292 | 1,248 | 2 - 8 years | ||||||||
Construction in progress | 658 | 487 | - | ||||||||
Total property, plant and equipment | 19,763 | 19,344 | |||||||||
Less: Accumulated depreciation and amortization | (7,364 | ) | (6,241 | ) | |||||||
Property, plant and equipment, net | $ | 12,399 | $ | 13,103 |
4_LONGTERM_DEBT_Tables
4. LONG-TERM DEBT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Long-term Debt | ' | ||||||||
Long-term debt consisted of the following: | |||||||||
30-Sep-13 | 31-Dec-12 | ||||||||
Secured credit agreement - Whitney | $ | 1,943 | $ | 2,909 | |||||
Capital lease obligations | 131 | 707 | |||||||
Total long-term debt | 2,074 | 3,616 | |||||||
Less: Current portion of long-term debt | (156 | ) | (680 | ) | |||||
Long-term debt, net of current portion | $ | 1,918 | $ | 2,936 |
9_STOCKHOLDERS_EQUITY_Tables
9. STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Stockholders' equity: | ' | ||||
Number of shares of common stock outstanding | ' | ||||
The number of shares of common stock outstanding is as follows: | |||||
Balance, December 31, 2012 | 10,151,529 | ||||
Shares cancelled and retired, April 15, 2013 | (33,334 | ) | |||
Restricted shares granted, May 29, 2013 | 30,000 | ||||
Restricted shares granted, June 5, 2013 | 700,000 | ||||
Shares surrendered for payroll taxes and retired, June 17, 2013 | (16,725 | ) | |||
Shares issued in Private Placement, September 10, 2013 | 4,085,111 | ||||
Shares issued in Private Placement, September 26, 2013 | 358,500 | ||||
Balance, September 30, 2013 | 15,275,081 |
2_BILLINGS_COSTS_AND_ESTIMATED2
2. BILLINGS, COSTS AND ESTIMATED EARNINGS ON UNCOMPLETED CONTRACTS (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Billings In Excess Of Costs And Estimated Earnings On Uncompleted Contracts And Deferred Revenues | ' | ' |
Costs incurred on uncompleted contracts | $14,680 | $9,915 |
Estimated earnings on uncompleted contracts | 5,915 | 4,714 |
Gross costs and estimated earnings | 20,595 | 14,629 |
Less: Billings to date on uncompleted contracts | -15,271 | -12,835 |
Costs incurred plus estimated earning less billings on uncompleted contracts | 5,324 | 1,794 |
Included in the accompanying condensed consolidated balance sheets under the following captions: | ' | ' |
Costs and estimated earnings in excess of billings on uncompleted contracts | -5,890 | 2,547 |
Billings in excess of costs and estimated earnings on uncompleted contracts | -566 | -753 |
Total costs and estimated earnings and billings in excess of cost on uncompleted contracts | $5,324 | $1,794 |
3_PROPERTY_PLANT_AND_EQUIPMENT2
3. PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2012 |
Total property, plant and equipment | $19,763 | $19,344 |
Less: Accumulated depreciation and amortization | -7,364 | -6,241 |
Property, plant and equipment,Net | 12,399 | 13,103 |
Land | ' | ' |
Total property, plant and equipment | 1,582 | 1,582 |
Building and improvements | ' | ' |
Total property, plant and equipment | 1,571 | 1,555 |
Range of Asset lives | '7-36 years | ' |
Leasehold Improvements | ' | ' |
Total property, plant and equipment | 221 | 221 |
Range of Asset lives | '2-5 years | ' |
Equipment | ' | ' |
Total property, plant and equipment | 14,439 | 14,251 |
Range of Asset lives | '2-30 years | ' |
Furniture, computers and office equipment | ' | ' |
Total property, plant and equipment | 1,292 | 1,248 |
Range of Asset lives | '2-8 years | ' |
Construction in Progress | ' | ' |
Total property, plant and equipment | $658 | $487 |
6_LONGTERM_DEBT_Details
6. LONG-TERM DEBT (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ' | ' |
Secured credit agreement - Whitney Bank | $1,943 | $2,909 |
Capital lease obligations | 131 | 707 |
Total long-term debt | 2,074 | 3,616 |
Less: Current portion of long-term debt | -156 | -680 |
Long-term debt, net of current portion | $1,918 | $2,936 |
7_SHAREBASED_COMPENSATION_Deta
7. SHARE-BASED COMPENSATION (Details Narrative) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
Restricted Stock Awards | ' | ' |
Share-based compensation expense | $347 | $203 |
Unamortized portion of the estimated fair value of non-vested stock options | 1,092 | ' |
Stock Options | ' | ' |
Share-based compensation expense | 124 | 316 |
Unamortized portion of the estimated fair value of non-vested stock options | $70 | ' |
9_COMMITMENTS_AND_CONTINGENCIE
9. COMMITMENTS AND CONTINGENCIES (Details Narrative) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Commitments and Contingencies Disclosure [Abstract] | ' | ' |
Letters Of Credit Outstanding | $809 | $827 |
10_EARNINGS_PER_COMMON_SHARE_D
10. EARNINGS PER COMMON SHARE (Details Narrative) | Sep. 30, 2013 | Sep. 30, 2012 |
Warrants | ' | ' |
Outstanding shares available to convert to common stock | 0 | 6,000 |
Stock Options | ' | ' |
Outstanding shares available to convert to common stock | 945,000 | 1,045,000 |
11_STOCKHOLDERS_EQUITY_Details
11. STOCKHOLDERS' EQUITY (Details) (Common Stock [Member]) | 9 Months Ended |
Sep. 30, 2013 | |
Common Stock [Member] | ' |
Balance, December 31, 2012 | 10,151,529 |
Shares cancelled and retired, April 15, 2013 | -33,334 |
Restricted shares granted, May 29, 2013 | 30,000 |
Restricted shares granted, June 5, 2013 | 700,000 |
Shares surrendered for payroll taxes and retired, June 17, 2013 | -16,725 |
Shares issued in Private Placement, September 10, 2013 | 4,085,111 |
Shares issued in Private Placement, September 26, 2013 | 358,500 |
Balance, September 30, 2013 | 15,275,081 |