e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2007
or
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 001-33206
CAL DIVE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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61-1500501 |
(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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400 North Sam Houston Parkway, E., Suite 1000 |
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77060 |
Houston, Texas
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(Zip Code) |
(Address of Principal Executive Offices)
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(281) 618-0400
Registrants telephone number, including area code:
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
(or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large accelerated filer o Accelerated filer o Non-accelerated filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes o No þ
As of April 30, 2007, the Registrant had 84,322,012 shares of Common Stock, $.01 par value per
share, outstanding.
CAL DIVE INTERNATIONAL, INC.
TABLE OF CONTENTS
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements
Cal Dive International, Inc. and Subsidiaries
Condensed Consolidated and Combined Balance Sheets
(in thousands, except per share par value)
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March 31, |
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December 31, |
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2007 |
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2006 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
14,809 |
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$ |
22,655 |
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Accounts receivable - |
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Trade, net of allowance for doubtful accounts of $45 and $169, respectively |
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123,042 |
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93,748 |
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Unbilled revenue |
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30,889 |
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33,869 |
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Net receivable from Helix |
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1,626 |
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Deferred income taxes |
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2,865 |
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1,869 |
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Assets held for sale |
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698 |
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Notes receivable |
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1,788 |
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3,008 |
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Other current assets |
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6,508 |
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11,274 |
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Total current assets |
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179,901 |
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168,747 |
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Property and equipment |
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296,237 |
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293,929 |
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Less Accumulated depreciation |
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(77,402 |
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(71,682 |
) |
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218,835 |
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222,247 |
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Other assets: |
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Equity investment |
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11,808 |
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10,871 |
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Goodwill |
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26,802 |
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26,666 |
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Other assets, net |
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28,648 |
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23,622 |
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Total assets |
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$ |
465,994 |
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$ |
452,153 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
32,762 |
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$ |
39,810 |
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Net payable to Helix |
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243 |
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Accrued liabilities |
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34,301 |
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19,004 |
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Total current liabilities |
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67,306 |
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58,814 |
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Long-term debt |
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172,000 |
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201,000 |
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Long-term payable to Helix |
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9,710 |
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11,028 |
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Deferred income taxes |
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26,615 |
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20,824 |
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Other long term liabilities |
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1,732 |
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2,726 |
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Total liabilities |
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277,363 |
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294,392 |
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Commitments and contingencies |
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Stockholders equity: |
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Common stock, 240,000 shares authorized, $0.01 par value,
Issued and outstanding: 84,328 and 84,298 shares, respectively |
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843 |
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843 |
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Capital in excess of par value of common stock |
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155,704 |
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154,898 |
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Retained earnings |
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32,084 |
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2,020 |
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Total stockholders equity |
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188,631 |
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157,761 |
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Total liabilities and stockholders equity |
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$ |
465,994 |
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$ |
452,153 |
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The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
Cal Dive International, Inc. and Subsidiaries
Condensed Consolidated and Combined Statements of Operations (unaudited)
(in thousands, except per share amounts)
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Three Months Ended March 31, |
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2007 |
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2006 |
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Net revenues |
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$ |
149,226 |
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$ |
119,790 |
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Cost of sales |
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91,274 |
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69,584 |
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Gross profit |
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57,952 |
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50,206 |
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Gain on sale of assets |
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7 |
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267 |
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Selling and administrative expenses |
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9,655 |
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6,155 |
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Income from operations |
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48,304 |
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44,318 |
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Equity in earnings of investment |
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952 |
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2,833 |
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Net interest income (expense) |
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(2,539 |
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329 |
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Income before income taxes |
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46,717 |
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47,480 |
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Provision for income taxes |
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16,653 |
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16,706 |
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Net income |
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$ |
30,064 |
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$ |
30,774 |
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Net earnings per common share: |
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Basic and diluted net earnings per share |
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$ |
0.36 |
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$ |
0.50 |
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Weighted average basic and diluted shares outstanding |
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83,680 |
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61,507 |
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The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
2
Cal Dive International, Inc. and Subsidiaries
Condensed Consolidated and Combined Statements of Cash Flows (unaudited)
(in thousands)
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Three Months Ended March 31, |
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2007 |
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2006 |
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Cash Flows From Operating Activities: |
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Net income |
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$ |
30,064 |
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$ |
30,774 |
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Adjustments to reconcile net income to net cash
provided by operating activities: |
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Depreciation and amortization |
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8,894 |
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5,083 |
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Stock compensation expense |
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806 |
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304 |
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Equity in earnings of investment |
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(937 |
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(2,766 |
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Deferred income taxes |
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4,795 |
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105 |
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Gain on sale of assets |
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(7 |
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(267 |
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Changes in operating assets and liabilities: |
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Accounts receivable, net |
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(24,689 |
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(30,927 |
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Assets held for sale |
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698 |
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936 |
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Other current assets |
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5,985 |
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408 |
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Accounts payable and accrued liabilities |
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8,430 |
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1,495 |
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Other noncurrent, net |
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(10,756 |
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(2,329 |
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Net cash provided by operating activities: |
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23,283 |
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2,816 |
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Cash Flows From Investing Activities: |
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Capital expenditures |
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(2,146 |
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(4,990 |
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Acquisition of businesses |
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(77,927 |
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Proceeds from sales of property |
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17 |
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1,530 |
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Net cash used in investing activities: |
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(2,129 |
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(81,387 |
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Cash Flows From Financing Activities: |
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Repayments on credit facility |
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(29,000 |
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Cash transfers from Helix for investing activities |
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81,387 |
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Cash transfers to Helix from operating activities |
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(2,608 |
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Net cash provided by (used in) financing activities |
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(29,000 |
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78,779 |
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Net increase (decrease) in cash and cash equivalents |
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(7,846 |
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208 |
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Cash and cash equivalents: |
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Balance, beginning of period |
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22,655 |
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Balance, end of period |
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$ |
14,809 |
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$ |
208 |
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The accompanying notes are an integral part of these condensed consolidated and combined financial statements.
3
Cal Dive International, Inc. and Subsidiaries
Notes to Condensed Consolidated and Combined Financial Statements (unaudited)
1. Preparation of Interim Financial Statements
Prior to December 14, 2006, Cal Dive International, Inc., its subsidiaries and its operations
(CDI or the Company) were wholly-owned by Helix Energy Solutions Group, Inc. (Helix). On
February 27, 2006, Helix announced a plan to separate its shallow water marine contracting business
into a separate company. As part of the plan, on December 11, 2006, Helix and its subsidiaries
contributed and transferred to the Company all of the assets and liabilities of the shallow water
marine contracting business, and on December 14, 2006 the Company, through an initial public
offering (IPO), issued 22,173,000 shares of its common stock representing approximately 27% of
the Companys common stock. Following the contribution and transfer by Helix, the Company owns and
operates a diversified fleet of 26 vessels, including 23 surface and saturation diving support
vessels capable of operating in water depths of up to 1,000 feet, as well as three shallow water
pipelay vessels.
Prior to the Companys IPO, these condensed consolidated and combined financial statements
reflect the financial position and results of the shallow water marine contracting business of
Helix and related assets and liabilities, results of operations and cash flows for this segment as
carved out of the accounts of Helix and as though the shallow water marine contracting business had
been a separate stand-alone company for the respective periods presented.
Prior to December 14, 2006, the shallow water marine contracting business of Helix operated
within Helixs corporate cash management program. For purposes of presentation in the condensed
consolidated and combined statements of cash flows, net cash flows provided by the operating
activities of the Company prior to the IPO are presented as cash transfers to Helix under cash
flows from financing activities for periods prior to December 14, 2006. Additionally, net cash
flows used in investing activities of the Company prior to the IPO are presented as cash transfers
from Helix under cash flows from financing activities for periods prior to December 14, 2006. This
presentation results in the condensed consolidated and combined financial statements reflecting no
cash balances for all periods prior to December 14, 2006 as if all excess cash has been transferred
to Helix prior to the IPO. These condensed consolidated and combined financial statements have been
prepared using Helixs historical basis in the assets and liabilities and the historical results of
operations relating to the shallow water marine contracting business of Helix.
Certain management, administrative and operational services of Helix have been shared between
the shallow water marine contracting business and other Helix business segments for all periods
presented. For purposes of financial statement presentation, the costs for these shared services
has been allocated to the Company based on actual direct costs incurred, or allocated based on
headcount, work hours and revenues. See Note 2 Related Party Transactions.
These interim condensed consolidated and combined financial statements are unaudited and have
been prepared pursuant to instructions for quarterly reporting required to be filed with the
Securities and Exchange Commission (SEC) and do not include all information and footnotes
normally included in annual financial statements prepared in accordance with U.S. generally
accepted accounting principles.
The accompanying condensed consolidated and combined financial statements have been prepared
in conformity with U.S. generally accepted accounting principles and are consistent in all material
respects with those applied in our annual report on Form 10-K for the year ended December 31, 2006.
The preparation of these financial statements requires us to make estimates and judgments that
affect the amounts reported in the financial statements and the related disclosures. Actual
results may differ from our estimates. Management has reflected all adjustments (which were normal
recurring adjustments unless otherwise disclosed herein) that it believes are necessary for a fair
presentation of the condensed consolidated and combined balance sheets, results of operations and
cash flows, as applicable. Operating results for the period ended March 31, 2007 are not
necessarily indicative of the results that may be expected for the year ending December 31, 2007.
Our balance sheet as of December 31, 2006 included herein has been derived from the audited balance
sheet as of December 31, 2006 included in our 2006 Annual Report on Form 10-K. These condensed
consolidated and combined financial statements should be read in
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conjunction with the annual consolidated and combined financial statements and notes thereto
included in our 2006 Annual Report on Form 10-K.
2. Related Party Transactions
Helix provides to the Company certain management and administrative services including: (i)
accounting, treasury, payroll and other financial services; (ii) legal and related services; (iii)
information systems, network and communication services; (iv) employee benefit services (including
direct third party group insurance costs and 401(k) contribution matching costs discussed below);
and (v) corporate facilities management services. Total allocated costs from Helix for such
services were approximately $3.0 million and $3.2 million for the three months ended March 31, 2007
and 2006, respectively.
Included in these costs are costs related to the participation by the Companys employees in
Helix employee benefit plans, including employee medical insurance and a defined contribution
401(k) retirement plan. These costs are recorded as a component of operating expenses and were
approximately $2.2 million and $1.4 million for the three months ended March 31, 2007 and 2006,
respectively.
The Company provides to Helix operational and field support services including: (i) training
and quality control services; (ii) marine administration services; (iii) supply chain and base
operation services; (iv) environmental, health and safety services; (v) operational facilities
management services; and (vi) human resources. Total allocated costs to Helix for such services
were approximately $0.8 million and $1.4 million for the three months ended March 31, 2007 and
2006, respectively.
Prior to December 14, 2006, the operations of the Company were included in a consolidated
federal income tax return filed by Helix. The Companys provision for income taxes has been
computed on the basis that the Company has completed and filed separate consolidated federal income
tax returns except that no benefits for employee stock option exercises related to Helix stock have
been recognized or reflected herein. Tax benefits recognized on these employee stock options
exercises have been and will continue to be retained by Helix.
In contemplation of our IPO, the Company entered into several agreements with Helix addressing
the rights and obligations of each respective company, including a Master Agreement, a Corporate
Services Agreement, an Employee Matters Agreement, a Registration Rights Agreement and a Tax
Matters Agreement.
Pursuant to the Tax Matters Agreement, for a period of up to ten years, the Company is
required to make annual payments totaling $11.3 million to Helix equal to 90% of tax benefits
derived by the Company from tax basis adjustments resulting from the Boot gain recognized by
Helix as a result of the distributions made to Helix as part of the IPO transaction. As of March
31, 2007, the current tax benefit payable to Helix related to this obligation is $1.6 million.
In the ordinary course of business, the Company provided marine contracting services to Helix
and recognized revenues of $13.9 million and $1.0 million in the first three months of 2007 and
2006, respectively. Helix provided ROV services to the Company, and the Company recognized
operating expenses of $2.0 million and $0.8 million in the first three months of 2007 and 2006,
respectively.
Including the current tax benefit payable to Helix resulting from the tax step-up benefit,
noted above, net amounts payable to and receivable from Helix are settled with cash at least
quarterly. At March 31, 2007 the net amount payable to Helix was $0.2 million and will be settled
in the second quarter of 2007.
3. Accrued Liabilities
Accrued liabilities consisted of the following as of March 31, 2007 and December 31, 2006 (in
thousands):
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March 31, |
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December 31, |
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2007 |
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2006 |
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Accrued payroll and related benefits |
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$ |
10,397 |
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$ |
7,500 |
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Accrued insurance |
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3,996 |
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3,367 |
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Insurance claims to be reimbursed |
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2,509 |
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1,870 |
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Accrued income taxes payable |
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12,708 |
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|
1,201 |
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Other |
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4,691 |
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5,066 |
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Total accrued liabilities |
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$ |
34,301 |
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$ |
19,004 |
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5
4. Equity Investment
In conjunction with our 40% investment in Offshore Technology Solutions Limited, a Trinidad
and Tobago entity (OTSL), we entered into a one-year, unsecured $1.5 million working capital
loan, initially bearing interest at 6% per annum, with OTSL. The note and accrued interest were
repaid to the Company in January 2007.
In the first quarter of 2006, OTSL contracted the Witch Queen to Helix for certain services to
be performed in the U.S. Gulf of Mexico. Helix incurred costs of $7.7 million under its contract
with OTSL in 2006. The charter ended in March 2006.
5. Long-term Debt
In November 2006, the Company entered into a five-year $250 million revolving credit facility
with certain financial institutions. On December 8, 2006, the Company borrowed $79 million under
the revolving credit facility and distributed $78 million of those proceeds to Helix as a dividend.
On December 21, 2006, the Company borrowed an additional $122 million under the revolving credit
facility, all of which was distributed to Helix as a dividend. During the three months ended March
31, 2007, the Company recorded interest expense of $2.7 million under this facility. At March 31,
2007, the Company had outstanding debt of $172 million and accrued interest of $398,000 under this
credit facility.
At March 31, 2007 and December 31, 2006, the Company was in compliance with all debt
covenants. The credit facility is secured by vessel mortgages on five of its vessels with an
aggregate net book value of $119.1 million at March 31, 2007, a pledge of all of the stock of all
of its domestic subsidiaries and 66% of the stock of one of its foreign subsidiaries, and a
security interest in, among other things, all of its equipment, inventory, accounts receivable and
general tangible assets.
6. Commitments and Contingencies
Lease Commitments
In September 2006 the Company chartered a vessel from an unaffiliated third party for one year
for use in the Middle East region. At March 31, 2007, the remaining charter commitment is $10.7
million.
Insurance
The Company incurs maritime employers liability, workers compensation and other insurance
claims in the normal course of business, which management believes are covered by insurance. The
Company analyzes each claim for potential exposure and estimates the ultimate liability of each
claim. Amounts due from insurance companies, above the applicable deductible limits, are reflected
in other current assets in the condensed consolidated and combined balance sheets. Such amounts
were $0.4 million and $1.9 million as of March 31, 2007 and December 31, 2006, respectively. The
Company has not historically incurred significant losses as a result of claims denied by its
insurance carriers.
Litigation and Claims
The Company is involved in various legal proceedings, primarily involving claims for personal
injury under the General Maritime Laws of the United States and the Jones Act as a result of
alleged negligence. In addition, the Company from time to time incurs other claims, such as
contract disputes, in the normal course of business. Although these matters have the potential of
significant additional liability, the Company believes the outcome of all such matters and
proceedings will not have a material adverse effect on its condensed consolidated and combined
financial position, results of operations or cash flows. Pursuant to the terms of the Master
Agreement, the Company assumed and will indemnify Helix for liabilities related to the Companys
business.
6
7. Stock-Based Compensation Plans
Helix Plans
Until December 14, 2006, the Company did not have any stock-based compensation plans. However,
prior to that date certain employees of the Company participated in Helixs stock-based
compensation plans.
The Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004)
Share-Based Payment and began accounting for stock-based compensation plans under the fair value
method beginning January 1, 2006 and continues to use the Black-Scholes fair value model for
valuing share-based payments and recognizes compensation cost on a straight-line basis over the
respective vesting period. No forfeitures were estimated for outstanding unvested options and
restricted shares as historical forfeitures have been immaterial. There were no stock option grants
in the first quarters of 2007 or 2006.
For the three months ended March 31, 2007 and 2006, $153,000 and $304,000, respectively, was
recognized as compensation expense related to restricted shares in Helix incentive plans.
Until June 30, 2007, the Companys employees are also eligible to participate in a qualified,
non-compensatory Employee Stock Purchase Plan (ESPP) provided by Helix, which allows employees to
acquire shares of Helix common stock through payroll deductions over a six-month period. The
purchase price is equal to 85% of the fair market value of the common stock on either the first or
last day of the subscription period, whichever is lower. Purchases under the plan are limited to
10% of an employees base salary. For the quarters ended March 31, 2007 and 2006, respectively, the
Company recognized $263,000 and $475,000 of compensation expense related to stock purchases under
the ESPP.
Cal Dive Plans
Under an incentive plan adopted by the Company on December 9, 2006, up to 7,000,000 shares of
the Companys common stock may be issued to key personnel and non-employee directors.
In connection with the closing of the IPO, the Company granted certain officers and employees
an aggregate of 618,321 restricted shares under the incentive plan. The shares vest in equal
increments over a two-year or five-year period, depending on the specific award. Of these
restricted shares, an aggregate of 184,275 shares have not commenced vesting but will begin to vest
in annual 20% increments over a five-year period beginning on the first anniversary of the date
that Helix no longer owns at least 51% of the total voting power of the Companys common stock.
The market value (based on the price at which the Companys common stock was sold to the public in
its IPO) of the restricted shares was $13.00 per share, or $8,038,173, at the date of grant.
Compensation cost for each award is the product of market value of each share and the number of
shares granted.
During
the first three months ended March 31, 2007, we made restricted
share grants of (i) 24,894 shares on February 5, 2007
which vest 20% per year over a five-year period, and
(ii) 4,836 shares on March 31, 2007
which vest 100% on January 1, 2009. The market value of the restricted shares was $12.05 and
$12.21 per share at the date of the grant, respectively.
Compensation cost is recognized over the respective vesting periods on a straight-line basis.
For the quarter ended March 31, 2007, compensation expense related to restricted shares was
$503,000. Future compensation cost associated with unvested restricted stock awards at March 31,
2007 totaled approximately $8.2 million.
For the purposes of computing earnings per share, basic and diluted earnings per share for the
respective periods were the same, and excluded 647,667 restricted shares as these shares were
anti-dilutive in this calculation for the three months ended March 31, 2007.
On December 9, 2006, the Company also adopted the Cal Dive International, Inc. Employee Stock
Purchase Plan, which allows employees to acquire shares of common stock through payroll deductions
over a six-month period. The purchase price is equal to 85% of the fair market value of the common
stock on either the first or the last day of the subscription period, whichever is lower.
Purchases under the plan are limited to 10% of an employees base salary. The Company may issue a
total of 1,500,000 shares of common stock under the plan. The
7
Companys employees may first participate in the plan for the subscription period that will
commence on July 1, 2007.
8. Business Segment Information
The Company has one reportable segment, Marine Contracting. The Company performs a portion of
its marine contracting services in foreign waters. For the three months ended March 31, 2007 and
2006, the Company derived revenues of $30.0 million and $15.9 million, respectively, from foreign
locations. The remainder of the Companys revenues were generated in the U.S. Gulf of Mexico.
9. Recently Issued Accounting Principles
The provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN
48) are effective for fiscal years beginning after December 15, 2006. The Company adopted the
provisions of FIN 48 on January 1, 2007. The impact of the adoption of FIN 48 is immaterial on the
Companys financial position, results of operations and cash flows. The Company accounted for
interest recognized in accordance with FIN 48 in interest expense and any penalties in operating
expenses. As of March 31, 2007, the Company has no material unrecognized tax benefits and no
material amounts of interest and penalties that have been recognized in the statement of operations
and the statement of financial position in accordance with FIN 48. The Company files tax returns in
the U.S. federal jurisdiction and various state, local and non-U.S. jurisdictions. The Company
anticipates that an adjustment to state, local and non-U.S. jurisdiction tax returns by tax
authorities would not have a material impact on the Companys financial position.
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles and expands disclosures about fair value
measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after
November 15, 2007. We are currently evaluating the impact, if any, of this statement.
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 allows entities to voluntarily
choose, at specified election dates, to measure many financial assets and financial liabilities at
fair value. The election is made on an instrument-by-instrument basis and is irrevocable. If the
fair value option is elected for an instrument, SFAS No. 159 specifies that all subsequent changes
in fair value for that instrument shall be reported in earnings. The provisions of SFAS No. 159
are effective for fiscal years beginning after November 15, 2007. We are currently evaluating the
impact, if any, of this statement.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Statement for Purposes of the Safe Harbor Provisions of the Private Securities
Litigation Reform Act of 1995
This quarterly report contains forward-looking statements that involve risk and uncertainties.
Our forward-looking statements express our current expectations or forecasts of possible future
results or events, including projections of future performance, statements regarding our future
financial position, business strategy, budgets, projected costs and savings, forecasts of trends,
and statements of managements plans and objectives and other matters. You can identify these
forward-looking statements by the fact that they do not relate strictly to historic or current
facts and often use words such as may, will, expect, intend, estimate, anticipate,
believe or continue and other words and expressions of similar meaning. Although we believe
that the expectations reflected in such forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to have been correct. These statements speak only as
of the date when made and we do not intend to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise. Important factors
that could cause actual results to differ materially from our expectations include: changes in the
level of offshore exploration, development and production activity in the oil and natural gas
industry, our inability to obtain contracts with favorable pricing terms if there is a downturn in
our business cycle, intense competition in our industry, the operational risks inherent in our
business, risks associated with our relationship with Helix, our
8
controlling stockholder, and other risks detailed in Part I, Item 1A Risk Factors in our
2006 Annual Report on Form 10-K.
Overview
Our Relationship with Helix
For periods prior to our IPO, our condensed consolidated and combined financial statements
have been derived from the financial statements and accounting records of Helix using the
historical results of operations and historical bases of assets and liabilities of our business.
Certain management, administrative and operational services of Helix have been shared between
Helixs shallow water marine contracting business and other Helix business segments for all periods
presented. For purposes of financial statement presentation, the costs included in our condensed
consolidated and combined statements of operations for these shared services have been allocated to
us based on actual direct costs incurred, headcount, work hours or revenues. We and Helix consider
these allocations to be a reasonable reflection of our respective utilization of services provided.
Pursuant to the Corporate Services Agreement between Helix and us, we are required to utilize these
services from Helix in the conduct of our business until such time as Helix owns less than 50% of
the total voting power of our common stock. Additionally, Helix primarily used a centralized
approach to cash management and the financing of its operations. Accordingly, all related
acquisition activity between Helix and us and all other cash transactions for the period prior to
our initial public offering have been reflected in our stockholders equity as Helixs net
investment.
We believe the assumptions underlying the condensed consolidated and combined financial
statements are reasonable. However, the effect of these assumptions, the separation from Helix and
our operating as a standalone public entity could impact our results of operations and financial
position prospectively by increasing expenses in areas that include but are not limited to
litigation and other legal matters, compliance with the Sarbanes-Oxley Act and other corporate
compliance matters, insurance and claims management and the related cost of insurance, as well as
general overall purchasing power.
Critical Accounting Estimates and Policies
Our accounting policies are described in the notes to our audited consolidated and combined
financial statements included in our 2006 Annual Report on Form 10-K. We prepare our financial
statements in conformity with GAAP. Our results of operations and financial condition, as reflected
in our financial statements and related notes, are subject to managements evaluation and
interpretation of business conditions, changing capital market conditions and other factors that
could affect the ongoing viability of our business and our customers. We believe the most critical
accounting policies in this regard are those described in our 2006 Annual Report on Form 10-K.
While these issues require us to make judgments that are somewhat subjective, they are generally
based on a significant amount of historical data and current market data. There have been no
material changes or developments in authoritative accounting pronouncements or in our evaluation of
the accounting estimates and the underlying assumptions or methodologies that we believe to be
critical accounting policies and estimates as disclosed in our 2006 Annual Report on Form 10-K.
Recently Issued Accounting Principles
In September 2006, the FASB issued Statement No. 157, Fair Value Measurements (SFAS No.
157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in
accordance with generally accepted accounting principles and expands disclosures about fair value
measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after
November 15, 2007. We are currently evaluating the impact, if any, of this statement.
In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities (SFAS No. 159). SFAS No. 159 allows entities to voluntarily
choose, at specified election dates, to measure many financial assets and financial liabilities at
fair value. The election is made on an instrument-by-instrument basis and is irrevocable. If the
fair value option is elected for an instrument, SFAS No. 159 specifies that all subsequent changes
in fair value for that instrument shall be reported in earnings. The provisions of SFAS No. 159
are effective for fiscal years beginning after November 15, 2007. We are currently evaluating the
impact, if any, of this statement.
9
Results of Operations
Comparison of Three Months Ended March 31, 2007 and 2006
Revenues. For the three months ended March 31, 2007, our revenues increased $29.4 million, or
25%, to $149.2 million, compared to $119.8 million for the three months ended March 31, 2006. This
increase was primarily a result of the initial deployment of certain assets we acquired through the
Torch, Acergy and Fraser Diving acquisitions subsequent to the first quarter of 2006. Revenue
derived from these assets was $48.6 million in the first quarter of 2007. As an offset to this
increase, we did not operate two vessels (one owned and one chartered) in the first quarter of 2007
that we operated in the first quarter of 2006. Revenue from these two vessels in the first quarter
of 2006 was $15.0 million.
Gross profit. Gross profit for the three months ended March 31, 2007 increased $7.7 million,
or 15%, to $58.0 million, compared to $50.2 million for the three months ended March 31, 2006. This
increase was attributable to additional gross profit derived from the initial deployment of certain
assets we acquired through the Torch, Acergy and Fraser Diving acquisitions subsequent to the first
quarter of 2006. Gross profit derived from these assets was $13.7 million in the first quarter of
2007. As an offset to this increase, we did not operate two vessels (one owned and one chartered)
in the first quarter of 2007 that we operated in the first quarter of 2006. Gross profit from
these two vessels in the first quarter of 2006 was $3.3 million. Gross margins decreased to 39% for
the three months ended March 31, 2007 from 42% in the three months ended March 31, 2006 due to
increased depreciation and amortization related to deferred drydock costs on newly deployed vessels
and other vessel upgrades and certain lower margin contracts assumed in connection with the Fraser
acquisition.
Selling and administrative expenses. Selling and administrative expenses of $9.7 million for
the three months ended March 31, 2007 were $3.5 million higher than the $6.2 million incurred in
the three months ended March 31, 2006 primarily due to the addition of the Fraser Diving business,
additional personnel for international expansion, increased employee benefit insurance rates and
new public company costs including investor relations, legal and audit expenses. Selling and
administrative expenses were 6% of revenues for the three months ended March 31, 2007, and 5% of
revenues for the three months ended March 31, 2006.
Net interest expense. Net interest expense in the first quarter of 2007 was $2.5 million as
compared to net interest income of $0.3 million in the first three months of 2006 related to debt
assumed in connection with the Companys IPO in December 2006.
Income taxes. Income taxes were $16.7 million for both the three months ended March 31, 2007
and 2006. The effective tax rate for the respective periods was 35.6% for 2007 and 35.2% for 2006.
The rate increase was primarily due to Louisiana state income taxes.
Net income. Net income of $30.1 million for the three months ended March 31, 2007 was $0.7
million less than net income of $30.8 million for the three months ended March 31, 2006 as a result
of the factors described above.
Vessel Utilization
The following table shows the size of our fleet and effective utilization of our vessels
during the three months ended March 31, 2007 and 2006:
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|
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|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
|
2007 |
|
|
2006 |
|
|
|
|
|
|
|
Number of |
|
|
Utilization |
|
|
Number of |
|
|
Utilization |
|
|
|
|
|
|
|
Vessels (1) |
|
|
(2) |
|
|
Vessels (1) |
|
|
(2) |
|
|
|
|
|
Saturation diving |
|
|
8 |
|
|
|
93% |
|
|
|
6 |
|
|
|
94% |
|
Surface and mixed gas diving |
|
|
15 |
|
|
|
63% |
|
|
|
15 |
|
|
|
97% |
|
Shallow water pipelay |
|
|
2 |
|
|
|
96% |
|
|
|
2 |
|
|
|
100% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Entire fleet |
|
|
25 |
|
|
|
75% |
|
|
|
23 |
|
|
|
96% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
As of the end of the period and excluding acquired vessels prior to their in-service
dates, vessels taken out of service prior to their disposition and vessels jointly owned with
a third party. |
|
|
|
(2) |
|
Effective vessel utilization is calculated by dividing the total number of days the
vessels generated revenues by the total number of days the vessels were available for
operation in each quarter and does not reflect acquired vessels prior to their in-service
dates, vessels in drydocking, vessels taken out of service for upgrades or prior to their
disposition and vessels jointly owned with a third party. |
Liquidity and Capital Resources
We require capital to fund ongoing operations, organic growth initiatives and acquisitions.
Our working capital requirements and funding for maintenance capital expenditures, strategic
investments and acquisitions have historically been part of the corporate-wide cash management
program of Helix. As a part of such program, Helix swept all available cash from our operating
accounts periodically and did so on the day immediately prior to the effectiveness of our initial
public offering. Subsequent to the offering, we are solely responsible for funding our working
capital and other cash requirements.
Our primary sources of liquidity are cash flows generated from our operations, available cash
and cash equivalents and availability under a revolving credit facility we secured prior to
completion of our offering. We use these sources of liquidity to fund our working capital
requirements, maintenance capital expenditures, strategic investments and acquisitions. In
connection with our business strategy, we regularly evaluate acquisition opportunities, including
vessels and marine contracting businesses. We believe that our liquidity will provide the necessary
capital to fund these transactions and achieve our planned growth. We expect to be able to fund our
10
activities for 2007 with cash flows generated from our operations and available borrowings
under our revolving credit facility.
In November 2006, we entered into a five-year $250 million revolving credit facility with
certain financial institutions. The revolving loans under this facility mature in November 2011.
On December 8, 2006, we borrowed $79 million under the revolving credit facility and distributed
$78 million of those proceeds to Helix as a dividend. On December 21, 2006, we borrowed an
additional $122 million under the revolving credit facility, all of which was distributed to Helix
as a dividend. At March 31, 2007, we had outstanding debt of $172 million and accrued interest of
$398,000 under this credit facility. At April 25, 2007, we had outstanding debt of $158.6 million
under the facility. We may pay down or borrow from this revolving credit facility as business
needs merit. See Revolving Credit Facility below.
Cash Flows
Operating activities. Cash flow from operating activities in the first three months of 2007
was $23.3 million, an increase of $20.5 million from the $2.8 million provided during the three
months ended March 31, 2006. The primary drivers for this increase as compared to the prior year
first quarter were increased taxes payable of $12.7 million and improved accounts receivable
collections of $6.2 million. Until our IPO in December of 2006, our tax obligations and related
cash flows were settled through Helix.
Investing Activities. Investing activities consist principally of strategic business and
asset acquisitions, capital improvements to existing vessels and purchases of operations support
facilities and equipment. Net cash used in investing activities was $2.1 million and $81.4 million
for the three months ended March 31, 2007 and 2006, respectively.
Capital expenditures in the three months ended March 31, 2007 included $2.1 million primarily
related to vessel upgrades, equipment purchases and leasehold improvements. Acquisitions and
capital expenditures in the first quarter of 2006 included the purchases of the DLB801 in January
2006 for approximately $38.0 million and the Kestrel in March 2006 for approximately $39.9 million,
as well as $5.0 million primarily related to vessel upgrades.
Financing activities. Prior to our IPO, we historically operated within Helixs corporate
cash management program. We financed seasonal operating requirements through Helixs internally
generated funds and borrowings under credit facilities on a consolidated basis. In connection with
our IPO in December 2006, we borrowed $201 million under our revolving credit facility. In the
first quarter of 2007 we repaid $29 million of this debt.
Capital Expenditures
We incur capital expenditures for recertification costs relating to regulatory drydocks
(included in other assets, net) as well as costs for major replacements and improvements, which
extend the vessels economic useful life. Total capital expenditures planned for 2007 include $29.7
million for recertification costs and $28.4 million for vessel improvements, equipment purchases
and operating lease improvements. We also incur capital expenditures for strategic investments and
acquisitions. During the three months ended March 31, 2007, we incurred $8.3 million for
recertification costs and $2.1 million for vessel improvements, equipment purchases and operating
lease improvements. We anticipate incurring at least 75% of our 2007 capital expenditures in the
first half of the year.
Revolving Credit Facility
We, along with CDI Vessel Holdings LLC, or Vessel, one of our subsidiaries that acted as
borrower, have entered into a secured credit facility with Bank of America, N.A. as administrative
agent, J.P. Morgan Securities Inc. and Banc of America Securities LLC as joint lead arrangers, and
other financial institutions as lenders and ancillary agents identified therein, pursuant to which
Vessel may have outstanding at any one time up to $250 million in revolving loans under a five-year
revolving credit facility. The loans mature in November 2011. The following is a summary
description of the terms of the credit agreement and other loan documents.
Loans under the revolving credit facility may consist of loans bearing interest in relation to
the Federal Funds Rate or to Bank of Americas base rate, known as Base Rate Loans, and loans
bearing interest in relation to a LIBOR rate, known as LIBOR Rate Loans. Assuming there is no event
of default, Base Rate Loans will bear interest
11
at a per annum rate equal to the base rate plus a margin ranging from 0% to 0.5%, while LIBOR
Rate Loans will bear interest at the LIBOR rate plus a margin ranging from 0.625% to 1.75%. In
addition, a commitment fee ranging from 0.20% to 0.375% will be payable on the portion of the
lenders aggregate commitment which from time to time is not used for a borrowing or a letter of
credit. Margins on the loans and the commitment fee will fluctuate in relation to our consolidated
leverage ratio as provided in the credit agreement.
The credit agreement and the other documents entered into in connection with the credit
agreement include terms and conditions, including covenants, that we consider customary for this
type of transaction. The covenants include restrictions on our and our subsidiaries ability to
grant liens, incur indebtedness, make investments, merge or consolidate, sell or transfer assets
and pay dividends. In addition, the credit agreement obligates us to meet minimum financial
requirements of EBITDA to fixed charges, funded debt to EBITDA, collateral value to outstanding
loans and other specified obligations of us to the lenders and limitations on amount of capital
expenditures incurred. The credit facility is secured by vessel mortgages on five of our vessels
with an aggregate net book value of $119.1 million at March 31, 2007, a pledge of all of the stock
of all of our domestic subsidiaries and 66% of the stock of one of our foreign subsidiaries, and a
security interest in, among other things, all of our equipment, inventory, accounts receivable and
general intangible assets. At March 31, 2007, we were in compliance with all debt covenants.
At March 31, 2007 there was $78 million available under the revolving credit facility, and at
April 25, 2007 there was $91.4 million available under the facility. We expect to use the
remaining availability under the revolving credit facility for working capital and other general
corporate purposes.
Contractual and Other Obligations
In September 2006 the Company chartered a vessel for one year for use in the Middle East
region. At March 31, 2007, the remaining charter commitment is $10.7 million.
At March 31, 2007, our contractual obligations for long-term debt, payables and operating
leases were as follows:
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|
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|
|
|
|
|
|
Payments Due by Period |
|
|
|
|
|
|
|
Less than |
|
|
|
|
|
|
|
|
|
|
More than |
|
|
|
Total |
|
|
1 Year |
|
|
1-3 Years |
|
|
3-5 Years |
|
|
5 Years |
|
|
|
(in thousands) |
|
Payable to Helix |
|
$ |
11,349 |
|
|
$ |
4,275 |
|
|
$ |
4,074 |
|
|
$ |
2,039 |
|
|
$ |
961 |
|
Noncancelable operating leases and charters |
|
|
15,642 |
|
|
|
12,098 |
|
|
|
1,606 |
|
|
|
679 |
|
|
|
1,259 |
|
Long-term debt |
|
|
172,000 |
|
|
|
|
|
|
|
|
|
|
|
172,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total cash obligations |
|
$ |
198,991 |
|
|
$ |
16,373 |
|
|
$ |
5,680 |
|
|
$ |
174,718 |
|
|
$ |
2,220 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Off-Balance Sheet Arrangements
As of March 31, 2007, we have no off-balance sheet arrangements. For information regarding our
principles of consolidation, see Note 2 to our consolidated and combined financial statements
contained in our 2006 Form 10-K.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market Risk Management
We could be exposed to market risk related to interest rates in the future. We have
approximately $172 million outstanding under our revolving credit facility as of March 31, 2007.
Changes based on the floating interest rates under this facility could result in an increase or
decrease in our annual interest expense and related cash outlay. The impact of market risk is estimated using a hypothetical increase in interest rates by 100 basis
points. Based on this hypothetical assumption, we would have incurred an additional $442,000 in
interest expense for the three months ended March 31, 2007.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
The term disclosure controls and procedures is defined in Rules 13a-15(e) and 15d-15(e) of
the Securities Exchange Act of 1934. The rules refer to controls and other procedures designed to
ensure that information required
12
to be disclosed in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified. As of March 31, 2007, the
Companys management, including the CEO and CFO, performed an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures. Based on this evaluation,
management, including the CEO and CFO, concluded that as of March 31, 2007, our disclosure controls
and procedures were effective at ensuring that material information related to us or our
consolidated subsidiaries is made known to them and is disclosed on a timely basis in our reports
filed under the Exchange Act.
Changes in Internal Control Over Financial Reporting
We maintain a system of internal control over financial reporting that is designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting principles generally
accepted in the United States. Based on the most recent evaluation, we concluded that no
significant changes in our internal control over financial reporting occurred during the last
fiscal quarter that materially affected or are reasonably likely to materially affect our internal
control over financial reporting.
PART II OTHER INFORMATION
Item 1A. Risk Factors
Information regarding risk factors appears in Part I, Item 2 Managements Discussion and
Analysis of this Form 10-Q and in Part I, Item 1A Risk Factors of our 2006 Annual Report on Form
10-K. There have been no material changes to the risk factors previously disclosed in our 2006
Annual Report on Form 10-K.
Item 6. Exhibits
The following exhibits are filed as part of this quarterly report:
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Exhibit |
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Number |
|
Exhibit Title |
3.1
|
|
Amended and Restated Certificate of Incorporation of Cal Dive International, Inc.(1) |
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|
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3.2
|
|
Amended and Restated Bylaws of Cal Dive International, Inc. (1) |
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4.1
|
|
Specimen Common Stock certificate of Cal Dive International, Inc. (2) |
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10.1
|
|
Post-Closing Employee Matters Agreement between Cal Dive International, Inc. and Helix Energy
Solutions Group, Inc. |
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|
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31.1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Quinn J.
Hébert, Chief Executive Officer |
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31.2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by G. Kregg
Lunsford, Chief Financial Officer |
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32.1
|
|
Section 1350 Certification by Chief Executive Officer and Chief Financial Officer |
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|
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(1) |
|
Incorporated by reference from the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2006. |
|
(2) |
|
Incorporated by reference from the Companys Registration Statement on Form S-1
(Registration No. 333-134609) initially filed with the Commission on May 31, 2006, as amended. |
Items 1, 2, 3, 4 and 5 are not applicable and have been omitted.
13
SIGNATURES
Pursuant to the requirements 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 on May
3, 2007.
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CAL DIVE INTERNATIONAL, INC. |
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By:
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/s/ Quinn J. Hébert |
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Quinn J. Hébert
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President and Chief Executive Officer |
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By:
|
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/s/ G. Kregg Lunsford |
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G. Kregg Lunsford
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|
|
Executive Vice President, |
|
|
|
|
|
|
Chief Financial Officer and Treasurer |
|
|
14
EXHIBIT INDEX
|
|
|
Exhibit |
|
|
Number |
|
Exhibit Title |
3.1
|
|
Amended and Restated Certificate of Incorporation of Cal Dive International, Inc. (1) |
|
|
|
3.2
|
|
Amended and Restated Bylaws of Cal Dive International, Inc. (1) |
|
|
|
4.1
|
|
Specimen Common Stock certificate of Cal Dive International, Inc. (2) |
|
|
|
10.1
|
|
Post-Closing Employee Matters Agreement between Cal Dive International, Inc. and Helix Energy
Solutions Group, Inc. |
|
|
|
31.1
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Quinn J.
Hébert, Chief Executive Officer |
|
|
|
31.2
|
|
Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by G. Kregg
Lunsford, Chief Financial Officer |
|
|
|
32.1
|
|
Section 1350 Certification by Chief Executive Officer and Chief Financial Officer |
|
|
|
(1) |
|
Incorporated by reference from the Companys Annual Report on Form 10-K for the
fiscal year ended December 31, 2006. |
|
(2) |
|
Incorporated by reference from the Companys Registration Statement on Form S-1
(Registration No. 333-134609) initially filed with the Commission on May 31, 2006, as amended. |
15