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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): December 21, 2004

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)
         
Minnesota
(State or other jurisdiction
of incorporation)
  0-22739
(Commission File Number)
  95-3409686
(IRS Employer Identification No.)
         
400 N. Sam Houston Parkway E., Suite 400
Houston, Texas

(Address of principal executive offices)
      77060
(Zip Code)

281-618-0400
(Registrant’s telephone
number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



 


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Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Index to Exhibits
Press Release dated December 21, 2004


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Item 7.01 Regulation FD Disclosure.

     Incorporated by reference herein is the press release issued by the Registrant on December 21, 2004 regarding earnings guidance for the year ending December 31, 2005, attached as Exhibit 99.1. 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.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

     
Number
  Description
99.1
  Press Release of Cal Dive International, Inc. dated December 21, 2004 reporting Cal Dive’s earnings guidance for the year ending December 31, 2005.

 


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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 hereunto duly authorized.

Date: December 21, 2004

         
  CAL DIVE INTERNATIONAL, INC.
 
 
  By:   /s/ A. Wade Pursell  
    A. Wade Pursell  
    Senior Vice President and Chief Financial Officer   
 

 


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Index to Exhibits

     
Exhibit No.
  Description
99.1
  Press Release of Cal Dive International, Inc. dated December 21, 2004 reporting Cal Dive’s earnings guidance for the year ending December 31, 2005.

 

exv99w1
 

     
(CDI LOGO)
PRESSRELEASE
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
  Contact: Wade Pursell   04-021
Date: December 21, 2004
  Title: Chief Financial Officer    

Cal Dive Announces 2005 Earnings Guidance

HOUSTON, TX – Cal Dive International, Inc. (Nasdaq: CDIS) today announced 2005 earnings guidance in a range of $2.00 to $2.70 per diluted share. The company expects, as in 2004, a majority of 2005 earnings will occur in the third and fourth quarters.

Owen Kratz, Chairman and Chief Executive Officer, stated, “This guidance is a natural result of the CDI budgeting process and risk management approach. It represents an attempt to provide transparency into the thought process of CDI management. Our budget is produced between September and December and thus guidance will be issued only once each year at the beginning of the year. Quarterly conference calls will focus upon a discussion of the accompanying key variables (see attached list) plus any new issues not foreseen. It is management’s view that quarterly earnings variances are too often a result of timing differences and thus there will be no attempt to provide quarterly guidance.”

Mr. Kratz continued, “It is noteworthy that the mid-point of the 2005 range is 57% higher than the same point in the 2004 guidance. This shows that management expects to deliver significant growth from our unique production contracting based business model.”

Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company which provides alternate solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including marine diving services, robotics, well operations, facilities ownership and oil and gas production.

This press release and attached presentation contain forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are statements that could be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; as described from time to time in our reports filed with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ending December 31, 2003. We assume no obligation and do not intend to update these forward-looking statements.


 

Key Variables


Marine Contracting: Revenues of $300 — 330 million with margins of 13% — 15%

    Market Demand: Rates & Utilization
 
    Project Performance/Risk Mitigation
 
    Fleet Disposition: Geographic Expansion
 
    Downtime: R&M, Drydock Costs/Weather Delays
 
    ROV: Volume of Trenching Work
 
    Well Ops UK: Norway/P&A Activity

Oil & Gas: Production of 40 to 45 BCFe with a Price Deck of $37.00/bbl oil and $5.00/mcf gas

    Commodity Prices
 
    Production Rate
 
    Production Efficiency (LOE)
 
    Hedging Impact
 
    Success of Well Exploitation Program
 
    PUD and Mature Property Acquisitions
 
    DD&A Rate

Production Facilities: Equity in Deepwater Gateway Earnings of $22 — 27 million

    Marco Polo Facility: Production Rate from Marco Polo Reservoir
 
    New Wells: Commencement of Production from K2 /K2 North
 
    Acquisitions: Timing and Terms

Corporate: SG&A at 9% to 10% of Revenues

    Insurance: Renewal Terms and Aggregate Deductibles Incurred
 
    Collection of Receivables
 
    Regulatory Compliance
 
    Foreign Currency Exchange
 
    Interest Rates
 
    Effective Tax Rate (36%)
 
    Commercial Dispute Resolution
 
    Average Shares Outstanding: 40 — 41 million