UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the quarterly period ended June 30, 1999
[ ] 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: 0-22739
Cal Dive International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Minnesota 95-3409686
(State or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
400 N. Sam Houston Parkway E.
Suite 400
Houston, Texas 77060
(Address of Principal Executive Offices)
(281) 618-0400
(Registrant's telephone number,
Including area code)
Indicate by check whether the registrant (1) has filed all reports required
to be filed by Section 13(b) or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or 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 [X] No [ ]
At August 16, 1999 there were 14,760,581 shares of common stock, no par
value outstanding.
<PAGE>
CAL DIVE INTERNATIONAL, INC.
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets -
June 30, 1999 and December 31, 1998.........................1
Consolidated Statements of Operations -
Three Months Ended June 30, 1999 and
June 30, 1998.............................................2
Six Months Ended June 30, 1999 and
June 30, 1998.............................................3
Consolidated Statements of Cash Flows -
Six Months Ended June 30, 1999 and
June 30, 1998.............................................4
Notes to Consolidated Financial Statements.......................5
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations......................7
Part II: Other Information
Item 1. Legal Proceedings.......................................11
Item 4. Submission of Matters to a Vote of Security Holders.....11
Item 6. Exhibits and Reports on Form 8-K........................11
Signatures......................................................12
<PAGE>
PART I. FINANCIAL STATEMENTS
Item 1. Financial Statements
CAL DIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
JUNE 30, DEC. 31,
1999 1998
------------ ------------
ASSETS (UNAUDITED)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents ............................... $ 15,939 $ 32,843
Accounts receivable --
Trade, net of revenue allowance
on gross amounts billed of
$2,018 and $1,335 ................................... 24,918 20,350
Unbilled .............................................. 11,097 10,703
Other current assets .................................... 12,559 9,190
------------ ------------
Total current assets ......................... 64,513 73,086
------------ ------------
PROPERTY AND EQUIPMENT ..................................... 150,565 107,421
Less - Accumulated depreciation ......................... (33,922) (28,262)
------------ ------------
116,643 79,159
------------ ------------
OTHER ASSETS:
Cash deposits restricted for salvage
operations ......................................... 2,501 2,408
Investment in Aquatica, Inc. ......................... 8,106 7,656
Other assets, net .................................... 4,327 1,926
------------ ------------
$ 196,090 $ 164,235
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable ........................................ $ 25,514 $ 15,949
Accrued liabilities ..................................... 5,947 10,020
Income taxes payable .................................... 750 1,201
------------ ------------
Total current liabilities ........................... 32,211 27,170
LONG-TERM DEBT ............................................. 0 0
DEFERRED INCOME TAXES ...................................... 15,409 13,539
DECOMMISSIONING LIABILITIES ................................ 28,387 9,883
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Common stock, no par, 60,000 shares
authorized, 21,535 and 21,402 shares issued
and outstanding ....................................... 54,639 52,981
Retained earnings ....................................... 69,195 64,413
Treasury stock, 6,821 shares, at cost ................... (3,751) (3,751)
------------ ------------
Total shareholders' equity ............................ 120,083 113,643
------------ ------------
$ 196,090 $ 164,235
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
- 1 -
<PAGE>
CAL DIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30,
-----------------------------
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
NET REVENUES:
Subsea and salvage ............................ $ 29,563 $ 35,228
Natural gas and oil production ................ 4,541 3,298
------------ ------------
34,104 38,526
COST OF SALES:
Subsea and salvage ............................ 24,511 23,999
Natural gas and oil production ................ 3,869 2,393
------------ ------------
Gross profit ............................ 5,724 12,134
------------ ------------
SELLING AND ADMINISTRATIVE EXPENSES:
Selling expenses .............................. 269 328
Administrative expenses ....................... 2,186 3,370
------------ ------------
Total selling and administrative expenses ... 2,455 3,698
------------ ------------
INCOME FROM OPERATIONS ............................. 3,269 8,436
OTHER INCOME AND EXPENSE:
Equity in earnings of Aquatica, Inc. .......... 350 500
Net interest (income) and other ............... (422) (224)
------------ ------------
INCOME BEFORE INCOME TAXES ......................... 4,041 9,160
Provision for income taxes .................... 1,400 3,206
------------ ------------
NET INCOME ......................................... $ 2,641 $ 5,954
============ ============
EARNINGS PER COMMON SHARE:
Basic ......................................... $ 0.18 $ 0.41
Diluted ....................................... $ 0.18 $ 0.40
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic ......................................... 14,685 14,545
Diluted ....................................... 15,075 14,997
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE>
CAL DIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------ ------------
1999 1998
------------ ------------
(UNAUDITED)
<S> <C> <C>
NET REVENUES:
Subsea and salvage ............................. $ 52,817 $ 64,570
Natural gas and oil production ................. 7,293 7,113
------------ ------------
60,110 71,683
COST OF SALES:
Subsea and salvage ............................. 43,159 44,393
Natural gas and oil production ................. 5,970 4,592
------------ ------------
Gross profit .............................. 10,981 22,698
------------ ------------
SELLING AND ADMINISTRATIVE EXPENSES:
Selling expenses ............................... 638 644
Administrative expenses ........................ 4,390 5,893
------------ ------------
Total selling and administrative expenses . 5,028 6,537
------------ ------------
INCOME FROM OPERATIONS ............................... 5,953 16,161
OTHER INCOME AND EXPENSE:
Equity in earnings of Aquatica, Inc. ........... 450 633
Net interest (income) and other ................ (870) (434)
------------ ------------
INCOME BEFORE INCOME TAXES ........................... 7,273 17,228
Provision for income taxes ..................... 2,545 6,031
------------ ------------
NET INCOME ........................................... $ 4,728 $ 11,197
============ ============
EARNINGS PER COMMON SHARE:
Basic .......................................... $ 0.32 $ 0.77
Diluted ........................................ $ 0.32 $ 0.75
============ ============
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic .......................................... 14,651 14,540
Diluted ........................................ 14,994 14,992
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
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<PAGE>
CAL DIVE INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
SIX MONTHS ENDED JUNE 30,
------------ ------------
1999 1998
------------ ------------
<S> <C> <C>
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income ....................................................................... $ 4,728 $ 11,197
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization ............................................... 6,641 4,168
Deferred income taxes ....................................................... 1,870 1,200
Equity in earnings of Aquatica, Inc. ........................................ (450) (633)
Changes in operating assets and liabilities:
Accounts receivable, net .................................................... (4,962) 217
Other current assets ........................................................ (3,368) (5,083)
Accounts payable and accrued liabilities .................................... 5,492 7,583
Income taxes payable/receivable ............................................. (219) 2,041
Other non-current, net ...................................................... (3,862) (1,085)
------------ ------------
Net cash provided by operating activities ......... 5,870 19,605
------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ............................................................. (32,015) (9,274)
Prepayment of deferred lease abandonement cost ................................... 7,750 0
Acquisition of Investment in Aquatica, Inc. ...................................... 0 (5,013)
Purchase of deposits restricted for salvage operations ........................... (93) (236)
Proceeds from sale of property ................................................... 157 0
------------ ------------
Net cash used in investing activities ............. (24,201) (14,523)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings under term loan facility .............................................. 0 0
Exercise of stock options ........................................................ 1,427 45
------------ ------------
Net cash provided by financing activities ......... 1,427 45
------------ ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ................................... (16,904) 5,127
CASH AND CASH EQUIVALENTS:
Balance, beginning of period ..................................................... 32,843 13,025
------------ ------------
Balance, end of period ........................................................... $ 15,939 $ 18,152
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
- 4 -
<PAGE>
CAL DIVE INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements include the accounts of Cal Dive
International, Inc. (Cal Dive or the Company) and its wholly owned subsidiaries,
Energy Resource Technology, Inc. (ERT) and Cal Dive Offshore, Ltd. All
significant intercompany accounts and transactions have been eliminated. These
financial statements are unaudited and have been prepared pursuant to
instructions for the Quarterly Report on Form 10-Q required to be filed with the
Securities and Exchange Commission and do not include all information and
footnotes normally included in financial statements prepared in accordance with
generally accepted accounting principles.
Management has reflected all adjustments (which were normal recurring
adjustments) which it believes are necessary for a fair presentation of the
consolidated balance sheets, results of operations, and cash flows, as
applicable. Operating results for the periods ended June 30, 1999, are not
necessarily indicative of the results that may be expected for the year ending
December 31, 1999. These financial statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K.
NOTE 2 - ACQUISITION OF OFFSHORE BLOCKS
During the first quarter, ERT acquired interests in ten blocks involving seven
separate fields from Sonat Exploration Company, five offshore blocks from Shell
Offshore, Inc. and two blocks from Vastar Resources, Inc. in exchange for cash
consideration, as well as assumption of the pro rata share of the related
decommissioning liabilities. In the second quarter, ERT acquired interests in
two fields from Spirit Energy and one from Newfield, along with the acquisition
of additional interest in a currently owned ERT property from Samedan, in
exchange for cash consideration, as well as assumption of the seller's pro rata
share of the related decommissioning liability. The decommissioning obligations
of $19.5 million assumed in these six transactions were such that a cash outlay
was not required in conjunction with the property acquisitions.
NOTE 3 - BUSINESS SEGMENT INFORMATION (IN THOUSANDS)
JUNE 30, 1999 DECEMBER 31, 1998
------------- -----------------
(UNAUDITED)
Identifiable Assets --
Subsea and Salvage .............. $ 155,204 $ 142,629
Natural Gas and Oil Production .. 40,886 21,606
------------- -----------------
Total ................................ $ 196,090 $ 164,235
============= =================
- 5 -
<PAGE>
NOTE 4 - ACQUISITION OF DP VESSEL
In June 1999, CDI acquired Hvide Marine's 56% interest in the CAL DIVE AKER DOVE
(a newbuild DP anchor handling and subsea construction vessel) for $15.6
million. CDI is also committed to fund up to (and not to exceed) an additional
$3.3 million for the completion of the construction of the vessel.
NOTE 5 - SUBSEQUENT EVENT - ACQUISITION OF AQUATICA, INC.
In February 1998, CDI purchased a significant minority equity interest in
Aquatica, Inc., a surface diving company founded in October 1997. CDI accounted
for this investment on the equity basis of accounting for financial reporting
purposes. Dependent upon various preconditions, as defined, shares of Aquatica,
Inc. can be converted into Cal Dive shares at a ratio based on a formula which,
among other things, values their shares of Aquatica, Inc. and must be accretive
to Cal Dive shareholders. Effective August 1, 1999, 696,000 shares of common
stock of Cal Dive were issued for all of the remaining common stock of Aquatica,
Inc. which Cal Dive did not previously own. This acquisition will be accounted
for as a step purchase in the third quarter with the purchase price being
allocated to the assets acquired and liabilities assumed based upon their
estimated fair values. Results of operations for Aquatica, Inc. will be
consolidated with Cal Dive's results for periods subsequent to August 1, 1999.
-6-
<PAGE>
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
FORWARD LOOKING STATEMENTS AND ASSUMPTIONS
This Quarterly Report on Form 10-Q may contain or incorporate by reference
certain forward-looking statements, including by way of illustration and not of
limitation, statements relating to liquidity, margins, the Company's business
strategy, plans for future operations, and the industry conditions. The Company
strongly encourages readers to note that some or all of the assumptions, upon
which such forward-looking statements are based, are beyond the Company's
ability to control or estimate precisely, and may in some cases be subject to
rapid and material changes. Accordingly, evaluation of future prospects of the
Company must be made with caution when relying on forward-looking information.
RESULTS OF OPERATIONS
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES. During the three months ended June 30, 1999, the Company's
revenues declined 11% to $34.1 million compared to $38.5 million for the three
months ended June 30, 1998. Subsea and Salvage generated the same dollar volume
of revenues as it did during the second quarter last year (i.e., after removing
$4 million in revenue from chartering Coflexip vessels) even though Cal Dive
fleet utilization was down 13%. An increase in salvage work for CDI's BARGE I
coupled with CDI functioning as the prime contractor on two larger pipelay jobs
offset a decline experienced due to the UNCLE JOHN being out of service for six
weeks for repairs and a DNV inspection.
Natural gas and oil production revenue for the three months ended June 30,
1999 increased 38% to $4.5 million from $3.3 million during the comparable prior
year period as an increase in production resulting from recent property
acquisitions was partially offset by a decline in average gas prices from
$2.24/mcf realized in the second quarter of 1998 compared to $2.07/mcf in the
second quarter of 1999.
GROSS PROFIT. Gross profit of $5.7 million for the second quarter of 1999
represents a 53% decline compared to the $12.1 million recorded in the
comparable prior year period due to the 14 point decline in margins (from 31% to
17%). The decrease in gross profit is due primarily to the impact of the Uncle
John's 1999 thruster repairs which resulted in a $600,000 loss for the quarter
versus $7.3 million of second quarter 1998 gross profit. Margins of 17% reflect
in part the competitive market and the high volume of third party "pass through"
costs associated with the increased mix of work as prime contractor.
Natural gas and oil production gross profit decreased $200,000 from
$900,000 in the second quarter of 1998 to $700,000 for the three months ended
June 30, 1999, due to the aforementioned decrease in average gas prices and
additional wellwork expense.
- 7 -
<PAGE>
SELLING & ADMINISTRATIVE EXPENSES. Selling and administrative expenses
were $2.5 million in the second quarter of 1999, which is 34% less than the $3.7
million incurred in the second quarter of 1998. Administrative costs represented
7% of revenues in the second quarter compared to 10% in the same period of 1998
due to lower personnel costs and improvements to our supply chain management
system.
NET INTEREST. The Company reported net interest income and other of
$422,000 for the three months ended June 30, 1999 in contrast to $224,000 for
the three months ended June 30, 1998 due to an approximately $19 million
increase in average cash balances during the second quarter of 1999 as compared
to the same period of 1998.
INCOME TAXES. Income taxes decreased to $1.4 million for the three months
ended June 30, 1999, compared to $3.2 million in the comparable prior year
period due to decreased profitability.
NET INCOME. Net income of $2.6 million for the three months ended June 30,
1999 was $3.3 million, or 56%, less than the comparable period in 1998 as a
result of factors described above.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 AND 1998
REVENUES. During the six months ended June 30, 1999, the Company's
revenues declined 16% to $60.1 million from $71.7 million in the six months
ended June 30, 1998 with the Subsea and Salvage segment contributing all of the
decline. This level of sales volume is actually within 6% of last year's first
half after eliminating $8 million of Coflexip charter revenue. The remaining
decrease was due to the UNCLE JOHN being out of service for six weeks for
thruster repair/DNV inspection offset by a substantial increase in salvage work
during the first half of 1999 compared to the comparable period in 1998. CDI
salvage assets and the contracting of derrick and pipelay barges generated $10.6
million of revenues versus $2.4 million last year due principally to the
significant 1999 salvage contract for Sonat Offshore.
Natural gas and oil production revenue for the six months ended June 30,
1999 increased slightly (3%) to $7.3 million from $7.1 million during the
comparable prior year period as an increase in production (due to properties
acquired during the first half of 1999) offset a decrease in average natural
gas prices ($1.92/mcf in the first half of 1999 compared to $2.18/mcf during the
comparable period in 1998).
GROSS PROFIT. Gross profit of $11.0 million for the first half of 1999 is
approximately half the $22.7 million gross profit recorded in the comparable
prior year period due to the revenue decline coupled with a 14 point decline in
margins (from 32% to 18%). The decrease in gross profit is due primarily to the
more competitive market conditions and to the impact of the Uncle John's 1999
drydock. In addition, the pass through costs associated with CDI functioning as
prime contractor resulted in third party costs that were 37% of Subsea and
Salvage revenues in contrast to 28% in the first half of 1998.
Natural gas and oil production gross profit decreased $1.2 million from
$2.5 million in the first half of 1998 to $1.3 million for the first half of
1999, due in part to the 12% decrease in
- 8 -
<PAGE>
average gas prices mentioned above. In addition, gross profit margin of 18%
versus 35% in the same period of 1998 reflect high levels of through tubing and
rig recompletion well work.
SELLING & ADMINISTRATIVE EXPENSES. Selling and administrative expenses
were $5.0 million in the first half of 1999, which is 23% less than the $6.5
million incurred in the first half of 1998 due mainly to lower labor costs in
Subsea and Salvage. ERT administrative costs remained constant with the first
six months of 1998 as we added personnel to handle a three fold increase in the
number of wells operated by ERT, offsetting a significant decrease in accrued
incentive compensation.
NET INTEREST. The Company reported net interest income and other of
$870,000 for the six months ended June 30, 1999 which is double the $434,000
reported for the six months ended June 30, 1998 due to an approximately $21
million increase in average cash balances during the first half of 1999 as
compared to the first half of 1998.
INCOME TAXES. Income taxes decreased to $2.5 million for the six months
ended June 30, 1999, compared to $6.0 million in the comparable prior year
period due to lower profitability.
NET INCOME. Net income of $4.7 million for the six months ended June 30,
1999 was $6.5 million, or 58%, less than the comparable period in 1998 as a
result of factors described above.
LIQUIDITY AND CAPITAL RESOURCES
The Company has historically funded its operating activities principally
from internally generated cash flow, even during industry-depressed years such
as 1992 and 1998. The Company completed an initial public offering of common
stock on July 7, 1997, with the sale of 2,875,000 shares generating net proceeds
to the Company of approximately $39.5 million, which resulted in $15 million of
cash on hand after paying off all debt outstanding. In the past two years
internally generated cash flow has funded $75 million of capital expenditures
while enabling the Company to remain debt free. As of June 30, 1999, the Company
had $32.3 million of working capital (including $15.9 million of cash on hand)
and no debt outstanding. Additionally, CDI has approximately $40.0 million
available under a Revolving Credit Agreement. The Company has had, and
anticipates having additional discussions with third parties regarding possible
asset acquisitions (including natural gas and oil properties and vessels).
However, the Company can give no assurance that any such transaction can be
completed.
OPERATING ACTIVITIES. Net cash provided by operating activities was $5.9
million in the six months ended June 30, 1999, as compared to $19.6 million in
the first half of 1998. This reduction was due mainly to decreased profitability
during the first half of 1999 and a $5.0 million increase in accounts receivable
during the first half of 1999 compared to a $200,000 decrease in the first half
of 1998 due to timing of collections. In July, 1999, the Company collected over
half of the $36 million accounts receivable balance as of June 30, 1999.
- 9 -
<PAGE>
INVESTING ACTIVITIES. The Company incurred $32.0 million of capital
expenditures during the first half of 1999 compared to $14.3 million during the
comparable prior year period. Included in the $32.0 million of capital
expenditures in the first half of 1999 is $15.6 million for the acquisition of
Hvide Marine's 56% interest in the CAL DIVE AKER DOVE (a newbuild DP anchor
handling and subsea construction vessel). In addition, $10.1 million is related
to ERT property acquisitions and well recompletion work on the ERT properties
acquired. In connection with the aforementioned ERT property acquisitions the
seller prepaid $7.8 million of the decommissioning liability.
In January 1998, ERT acquired interests in six blocks involving two
separate fields from Sonat Exploration Company and incurred costs to put the
MERLIN and SEA SORCERESS into service. In February 1998, the Company purchased a
significant minority equity investment in Aquatica, Inc. (a surface diving
company) for $5.0 million. Effective August 1, 1999, 696,000 shares of common
stock of Cal Dive were issued for all of the remaining common stock of Aquatica,
Inc. which Cal Dive had not previously acquired. This acquisition will be
accounted for as a step purchase in the third quarter with the purchase price
being allocated to the assets acquired and liabilities assumed based upon their
estimated fair values. Results of operations for Aquatica, Inc. will be
consolidated with Cal Dive's results for periods subsequent to August 1, 1999.
FINANCING ACTIVITIES. The only financing activity during
the first halves 1999 and 1998 represents exercise of employee
stock options.
CAPITAL COMMITMENTS. In July 1999, the Company's Board of Directors
approved the construction of the Q4000, a newbuild, ultra-deepwater
multi-service vessel, at a total estimated cost of $150,000,000. Funding for
this project is expected to come from cash balances on hand, long-term
borrowings and perhaps the issuance of additional equity. In addition, as
discussed previously, in connection with its business strategy, management
expects the Company to acquire additional vessels as well as buy additional
natural gas and oil properties.
IMPACT OF YEAR 2000 ISSUE
The Company has assessed what computer software and hardware will require
modification or replacement so that its computer systems will properly utilize
dates beyond December 31, 1999. The Company has purchased, and has implemented,
a new project management accounting system which is Year 2000 compliant. This
system, which fully integrates all of its modules, provides project managers and
accounting personnel with up-to-date information enabling them to better control
jobs in addition to providing benefits in inventory control and planned vessel
maintenance. CDI's vessel computer DP systems are partially dependent on
government satellites and the government has not yet confirmed that they have
solved Year 2000 data problems. If necessary, the vessels could operate for
sometime safely on redundant systems other than satellite information.
Accordingly, the Company believes that the Year 2000 issue will be resolved in a
timely manner and presently does not believe that the cost to become Year 2000
compliant will have a material adverse effect on the Company's consolidated
financial statements. The foregoing statements are intended to be and are hereby
designated "Year 2000 Readiness Disclosure" within the meaning of the Year 2000
Information Readiness and Disclosure Act.
- 10 -
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various routine legal proceedings primarily
involving claims for personal injury under the General Maritime Laws of the
United States and 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. The Company believes that the outcome of all such
proceedings would not have a material adverse effect on its consolidated
financial position, results of operations or net cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders was held on May 5, 1999.
(b) The only matter submitted to a vote of security holders was
for the election of four "Class II" Directors.
ELECTION OF DIRECTORS VOTES FOR VOTES WITHHELD
Martin R. Ferron 12,886,246 63,191
William E. Macauley 12,886,246 63,191
Gordon F. Ahalt 12,888,546 63,191
Jean-Bernard Fay 12,885,946 63,191
The other continuing directors of the Company are:
Owen Kratz
S. James Nelson
Thomas M. Ehret
Bernard J. Duroc-Danner
Ben Guill
Kevin Wood
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits -
Exhibit 27 - Financial Data Schedule. (Exhibit 27 is being submitted
as an exhibit only in the electronic format of this Quarterly Report
on Form 10-Q being submitted to the Securities and Exchange
Commission.)
(b) Reports on Form 8-K - None.
-11-
<PAGE>
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.
CAL DIVE INTERNATIONAL, INC.
Date: August 16, 1999 By:_________________________
S. James Nelson, Executive Vice President
and Chief Financial Officer
Date: August 16, 1999 By:_________________________
A. Wade Pursell, Vice President-Finance
and Chief Accounting Officer
-12-
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 15,939
<SECURITIES> 0
<RECEIVABLES> 36,015
<ALLOWANCES> 2,018
<INVENTORY> 0
<CURRENT-ASSETS> 64,513
<PP&E> 150,565
<DEPRECIATION> 33,922
<TOTAL-ASSETS> 196,090
<CURRENT-LIABILITIES> 32,211
<BONDS> 0
0
0
<COMMON> 54,639
<OTHER-SE> 65,444
<TOTAL-LIABILITY-AND-EQUITY> 196,090
<SALES> 60,110
<TOTAL-REVENUES> 60,110
<CGS> 49,129
<TOTAL-COSTS> 54,157
<OTHER-EXPENSES> (450)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (870)
<INCOME-PRETAX> 7,273
<INCOME-TAX> 2,545
<INCOME-CONTINUING> 4,728
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,728
<EPS-BASIC> 0.32
<EPS-DILUTED> 0.32
</TABLE>
