UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 3, 2003 ----------- CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) MINNESOTA 95-3409686 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060 (Address of Principal Executive Offices) (Zip Code) (281) 618-0400 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report)
Item 7. Financial Statements and Exhibits. Number Description ------ ----------- 99.1 Press Release of Cal Dive International, Inc. dated November 3, 2003 reporting Cal Dive's financial results for the third quarter of 2003. 99.2 2003 Third Quarter Report to Shareholders. Item 12. Results of Operations and Financial Condition. Incorporated by reference are the press release and 2003 Third Quarter Report to Shareholders issued by the Registrant on November 3, 2003 regarding earnings for the third quarter of 2003, attached as Exhibits 99.1 and 99.2, respectively. This information is not deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.
CAL DIVE INTERNATIONAL, INC. 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. Date: November 3, 2003 CAL DIVE INTERNATIONAL, INC. By: /s/ S. James Nelson ------------------------------------- S. James Nelson Vice Chairman By: /s/ A. Wade Pursell ------------------------------------- A. Wade Pursell Senior Vice President and Chief Financial Officer
INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Press Release dated November 3, 2003 99.2 2003 Third Quarter Report to Shareholders
EXHIBIT 99.1 [Cal Dive International Logo] PRESS RELEASE www.caldive.com ================================================================================ Cal Dive International, Inc. - 400 N. Sam Houston Parkway E., Suite 400 Houston, TX 77060-3500 - 281-618-0400 - fax: 281-618-0505 FOR IMMEDIATE RELEASE 03-015 CONTACT: JIM NELSON DATE: NOVEMBER 3, 2003 TITLE: VICE CHAIRMAN ================================================================================ CAL DIVE THIRD QUARTER EARNINGS TRIPLE FROM PRIOR YEAR HOUSTON, TX - Cal Dive International, Inc. (Nasdaq: CDIS) reported third quarter net income applicable to common shares of $8.9 million or 24 cents per diluted share. Comparable net income a year ago was $2.9 million or 8 cents per diluted share. Third quarter revenues of $104 million increased by $20 million or 24% due to improved oil and gas commodity prices and increased production related to property acquisitions in the second half of last year. Owen Kratz, Chairman and Chief Executive Officer of Cal Dive, stated, "Oil and gas operations contributed 33% of third quarter revenues, a level targeted when we began implementation of our business model a decade ago. The quarter also highlighted that Cal Dive is producing what we believe are among the best returns on capital invested in oil and gas properties and production facilities in the industry. "Third quarter utilization of our marine contracting vessels was 72%, up from 61% a year ago, in a 2003 market characterized by significant excess capacity," Mr. Kratz continued. "Such relatively high levels of utilization are due to CDI's ability to market our DP vessels globally and to our production partnering strategy. Fleet utilization should remain solid during the fourth quarter as a number of our DP vessels will be involved in the commissioning of the deepwater Gunnison and Marco Polo fields. "Cal Dive is poised to realize a return on a quarter of a billion dollars of Gunnison and Marco Polo investments beginning in 2004. The earnings visibility and cash flow provided by our oil and gas activities buffer the uncertainty surrounding the timing of a recovery in the marine contracting businesses." Nine month revenues of $295 million increased $84 million or 40% over the prior year due to improved oil and gas production and commodity prices, and to the addition of new deepwater assets. Earnings of $23.9 million were 81% better than the prior year. Fully diluted earnings per share of 63 cents increased by 70%.
Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company specializing in well operations and subsea construction. CDI operates a fleet of technically advanced marine construction vessels and robotics worldwide and conducts salvage operations in the Gulf of Mexico. Energy Resource Technology, Inc., a wholly owned subsidiary, acquires and operates mature and non-core offshore oil and gas properties. Certain statements in this press release and accompanying shareholder report are "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither statements of historical fact nor guarantees of future performance or events. Forward-looking statements involve risks and assumptions that could cause actual results to vary materially from those predicted. Among other things, these include unexpected delays and operational issues associated with turnkey projects, the price of crude oil and natural gas, weather conditions in offshore markets, changes in site conditions and capital expenditures by customers. For a more complete discussion of these risk factors, see our Annual Report on Form 10-K/A for the year ended December 31, 2002, filed with the Securities and Exchange Commission. 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 change.
EXHIBIT 99.2 [CDI Cal Dive International Logo] The New Generation Energy Services Company 400 N. SAM HOUSTON PARKWAY E. SUITE 400 HOUSTON, TEXAS 77060 (281) 618-0400 www.caldive.com - -------------------------------------------------------------------------------- CORPORATE FAX: (281) 618-0500 SALES / DEEPWATER FAX: (281) 618-0501 ESTIMATING FAX: (281) 618-0502 - -------------------------------------------------------------------------------- 2003 THIRD QUARTER REPORT November 3, 2003 TO OUR SHAREHOLDERS: Our business model which combines marine contracting and oil and gas operations has produced significant improvements in our top and bottom lines and cash flow in a challenging year for subsea construction. Our offshore contracting businesses contributed 31% of the quarter's profitability, right on the 30% targeted for 2003. Nine month oil and gas revenues cracked the $100 million mark for the first time in our history. (The prior high was $71 million set over the full 12 months of 2000). The combination of high commodity prices and ERT's low cost operating structure delivered almost 50% gross profit margins in Q3. The recently issued John S. Herold 2003 Global Upstream Performance Review recognized the profit performance of our oil and gas activities. FINANCIAL HIGHLIGHTS The third quarter was almost a mirror image of the sequential second quarter with 15% operating margins and net income that represented 9% of revenues.
OPERATIONAL HIGHLIGHTS o DEEPWATER CONTRACTING: Our ability to find work for our DP vessels outside of the Gulf of Mexico resulted in 78% utilization, essentially the same as the second quarter and up from 71% in Q3 last year. The UNCLE JOHN remained in Mexican waters although it lost a few days switching to a new contract at slightly lower rates. The ECLIPSE continues to perform exceptionally well in the Middle East, a geographic region that seldom sees a vessel with her capability. The MYSTIC VIKING completed robotic support work for CANYON and then mobilized offshore Trinidad where the vessel will be for the remainder of the year. After a very slow start, the INTREPID mobilized to Long Island Sound for work on the Iroquois pipeline, a project which carried through until her late October return to the Gulf for Gunnison. That left the WITCH QUEEN as the only DP construction vessel operating in the Gulf for the entire quarter where she handled a number of our typical, short term construction projects. Several pipeline burial projects, which included deployment of the state-of-the-art T750 trenching unit, enabled CANYON to deliver the best quarter since we acquired the company: $13.3 million of revenues with margins in the high 20% range. With the T750 installed on the NORTHERN CANYON, the profit contribution of that vessel improved significantly. In addition, the MERLIN had reasonable utilization (71%) supporting robotic projects in the Gulf of Mexico throughout the quarter. o WELL OPERATIONS: While we were able to keep the two Well Ops vessels away from the dock (83% utility) revenues just under $15 million were only at breakeven levels. Pricing in the North Sea has deteriorated due to a lack of both construction and drilling activity. The SEAWELL had an effective rate per day that was half of what she realized in Q3 a year ago working the same number of days (80). The Q4000 worked 72 days setting jumpers at Shell NaKika and Shell Princess in addition to a deepwater decommissioning project which involved the first deployment of the Well Ops purpose built intervention riser system. In contrast, a year ago this vessel had only 44 days of utilization. o SHELF CONTRACTING: The 11 vessels dedicated to the OCS had a solid quarter even though there has been essentially no construction season this year. Utilization of 67%, up from 55% in the second quarter and Q3 a year ago, enabled revenues of $21 million at margins that are good in the current market environment. This performance reflects our significant market share and focus on life-of-field services (inspection, maintenance and repair). Our competition consists of larger contractors experiencing significant financial problems and/or small diving companies with limited assets and infrastructure. For the first time in two years, our primary salvage asset, BARGE I, saw considerable activity (70 days of utilization versus 48 in the year ago quarter) as we worked on decommissioning projects for Ocean Energy, McMoRan and Pogo Producing. o OIL AND GAS: Revenues of $34 million more than doubled those of Q3 last year driven by a 64% increase in production and commodity prices which were 31% higher. Production of 7.2 BCFe was above our current quarterly run rate of 7.0 BCFe as we resolved a disputed product allocation issue which allowed ERT to sell 25,000 barrels of crude oil inventory in a one-time transaction. Our average price realizations, net of hedging, were $4.61/mcf of natural gas and $27.38/bbl versus $3.22/mcf and $26.74/bbl in the year ago quarter. With the inventory sale, oil represented 44% of third quarter revenues in contrast to the 39% it has averaged this year. Gross profit margins were just under 50%, an improvement from 43% a year ago due in part to higher prices but also to improved efficiency in the operation of our offshore facilities. o GUIDANCE: We expect another quarter quite similar to the prior two, which would suggest full year earnings per share in a range of 85 cents to 95 cents. Respectfully submitted,
CAL DIVE INTERNATIONAL, INC. COMPARATIVE CONSOLIDATED STATEMENTS OF OPERATIONS