Nevada
|
75-2263732
|
|
(State
of other jurisdiction of incorporation)
|
(I.R.S.
Employer Identification No.)
|
|
8827 W. Sam Houston Pkwy N., Suite 100, Houston,
Texas
|
77040
|
|
(Address
of Principal Executive Office)
|
(Zip
Code)
|
Large
accelerated filer
o
|
Accelerated
filer
o
|
Non-accelerated
filer
o
|
Smaller
reporting company
þ
|
PART
I
|
||
|
||
Item
1
|
Description
of Business
|
4
|
Item
1B
|
Unresolved
Staff Comments
|
12
|
Item
2
|
Properties
|
12
|
Item
3
|
Legal
Proceedings
|
13
|
Item
4
|
Reserved
|
13
|
|
||
PART
II
|
||
|
||
Item
5
|
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
|
13
|
Item
6
|
Selected
Financial Data
|
14
|
Item
7
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
15
|
Item
7A
|
Quantitative
and Qualitative Disclosures About Market Risk
|
25
|
Item
8
|
Financial
Statements and Supplementary Data
|
26
|
Item
9
|
Changes
in and Disagreements with Accountants on Accounting and Financial
Disclosure
|
26
|
Item
9A
|
Controls
and Procedures
|
27
|
Item
9B
|
Other
Information
|
28
|
|
|
|
PART
III
|
||
|
|
|
Item
10
|
Directors,
Executive Officers and Corporate Governance
|
29
|
Item
11
|
Executive
Compensation
|
31
|
Item
12
|
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
|
37
|
Item
13
|
Certain
Relationships and Related Transactions, and Director
Independence
|
38
|
Item
14
|
Principal
Accountant Fees and Services
|
38
|
Item
15
|
Exhibits
|
40
|
Signatures
|
43
|
Item
1.
|
DESCRIPTION
OF BUSINESS.
|
|
·
|
Drilling
Riser Buoyancy Produced with Plastic Shell (inventors Timothy H. Cook,
Fred Maguire and David Capotosto);
|
|
·
|
Drilling
Riser Auxiliary Claim with Integral Mux Clamp (inventors Timothy H. Cook,
Fred Maguire and David Capotosto);
|
|
·
|
Clam
for Holding Distributed Buoyancy Modules (inventors David Capotosto and
William Stewart); and
|
|
·
|
Hinged
Distributed Buoyancy Module (inventors Timothy H. Cook and David
Capotosto).
|
Item
1B.
|
UNRESOLVED
STAFF COMMENTS
|
Item
2.
|
DESCRIPTION
OF PROPERTY
|
Item3.
|
LEGAL
PROCEEDINGS
|
Item4.
|
RESERVED
|
Item
5.
|
|
High
|
Low
|
||||||||
Fiscal
Year 2009:
|
||||||||||
December
31, 2009
|
$
|
0.28
|
$
|
0.11
|
||||||
September
30, 2009
|
$
|
0.16
|
$
|
0.10
|
||||||
June
30, 2009
|
$
|
0.17
|
$
|
0.10
|
||||||
March
31, 2009
|
$
|
0.19
|
$
|
0.08
|
||||||
Fiscal
Year 2008:
|
||||||||||
December
31, 2008
|
$
|
0.62
|
$
|
0.11
|
||||||
September
30, 2008
|
$
|
0.95
|
$
|
0.44
|
||||||
June
30, 2008
|
$
|
1.27
|
$
|
0.68
|
||||||
March
31, 2008
|
$
|
1.24
|
$
|
0.35
|
Number
of securities to
be
issued upon exercise
of
outstanding options,
|
Weighted-average
exercise
price of
outstanding
options,
|
Number
of securities
remaining
available for
future
issuance under
equity
compensation plans
(excluding
securities reflected
|
|||||
Plan Category
|
warrants and rights
|
warrants and rights
|
in first column)
|
||||
Equity
compensation plans approved by securityholders
|
20,025,000
(1)
|
$0.35
|
2,743,000
(1)
|
||||
Equity
compensation plans not approved by securityholders
|
638,812
(2)
|
$0.78
|
N/A
|
||||
TOTAL
|
20,663,812
|
$0.36
|
2,743,000
|
Item
6.
|
SELECTED
FINANCIAL DATA
|
Item
7.
|
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
2009
|
2008
|
Change
|
%
|
|||||||||||||
Revenues
|
$ | 29,449 | $ | 35,770 | $ | 6,321 | -17.7% |
2009
|
2008
|
Change
|
%
|
|||||||||||||
Cost
of sales
|
$ | 19,888 | $ | 21,686 | $ | (1,798 | ) | -8.3% | ||||||||
Gross
Profit
|
$ | 9,561 | $ | 14,084 | $ | (4,523 | ) | -32.1% | ||||||||
Gross
Profit %
|
33% | 39% | 72% |
2009
|
2008
|
Change
|
%
|
|||||||||||||
Selling,
general & administrative
|
$ | 14,371 | $ | 14,295 | $ | 76 | 0.5% |
2009
|
2008
|
Change
|
%
|
|||||||||||||
Depreciation
|
$ | 343 | $ | 236 | $ | 107 | 45.3% | |||||||||
Amortization
|
6,195 | 1,049 | 5,146 | 490.6% | ||||||||||||
Depreciation
and amortization
|
$ | 6,538 | $ | 1,285 | $ | 5,253 | 408.8% |
2009
|
2008
|
Change
|
%
|
|||||||||||||
Net
loss
|
$ | 16,142 | $ | (4,323 | ) | $ | 11,819 | 273.4% | ||||||||
Add
back interest expense, net of interest income
|
356 | 3,401 | (3,045 | ) | -89.5% | |||||||||||
Add
back depreciation and amortization
|
8,154 | 2,363 | 5,791 | 245.1% | ||||||||||||
Deduct
income tax benefit
|
(1,026 | ) | (1,042 | ) | 16 | -1.5% | ||||||||||
Add
back stock based compensation - non-cash
|
836 | 584 | 252 | 43.2% | ||||||||||||
Add
back goodwill impairment - non-cash
|
5,537 | - | 5,537 | 100.0% | ||||||||||||
Adjusted
EBITDA
|
$ | (2,285 | ) | $ | 983 | $ | (3,268 | ) | (332.5% | ) |
Item
7A.
|
QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
|
Item
8.
|
FINANCIAL
STATEMENTS
|
Item
9.
|
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
|
Item
9A.
|
CONTROLS
AND PROCEDURES
|
Item
9B.
|
OTHER
INFORMATION
|
Item
10.
|
DIRECTORS,
EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
|
Name
|
Age
|
Position Held With Deep
Down
|
||
Ronald
E. Smith*
|
51
|
President,
Chief Executive Officer and Director
|
||
Eugene
L. Butler
(1)
|
68
|
Chief
Financial Officer and Chairman of the Board
|
||
Mary
L. Budrunas*
|
58
|
Vice
President, Corporate Secretary and Director
|
||
Michael
J. Newbury
|
42
|
Vice
President Business Development
|
||
Mark
R Hollinger
|
52
|
Director
|
(1)
|
Mr.
Butler was appointed our Chairman of the Board effective September 1,
2009.
|
Item
11.
|
EXECUTIVE
COMPENSATION
|
Name
and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
(6)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
(1)
|
All
Other Compensation
($)
(2)
|
Total
|
||||||||||||||||||
Ronald
E. Smith
|
2009
|
$ | 345,000 | $ | - | $ | 93,000 | $ | - | $ | 12,000 | $ | 450,000 | ||||||||||||
President,
Chief Executive Officer and Director
|
2008
|
$ | 250,000 | $ | 175,000 | $ | 147,000 | $ | 48,588 | $ | 12,000 | $ | 632,588 | ||||||||||||
Eugene
L. Butler
|
2009
|
$ | 310,000 | $ | - | $ | 93,000 | $ | 771,600 | $ | 24,348 | $ | 1,198,948 | ||||||||||||
Chairman
of the Board and
Chief
Financial Officer (4)
|
2008
|
$ | 225,000 | $ | 175,000 | $ | 147,000 | $ | 48,588 | $ | 28,204 | $ | 623,792 | ||||||||||||
Michael
J. Newbury
|
2009
|
$ | 109,615 | $ | - | $ | - | $ | - | $ | - | $ | 109,615 | ||||||||||||
Vice
President of Business Development (5)
|
2008
|
$ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||||
Robert
E. Chamberlain, Jr.
|
2009
|
$ | 302,889 | $ | - | $ | 93,000 | $ | - | $ | 24,074 | $ | 419,963 | ||||||||||||
Former
Chairman of the Board and Chief Acquisitions Officer (3)
|
2008
|
$ | 225,000 | $ | 175,000 | $ | 147,000 | $ | 48,588 | $ | 32,440 | $ | 628,028 |
|
·
|
Mr.
Butler: Amounts included for the year ended 2009 consisted of a vehicle
allowance ($1,000 per month) and $12,348 for reimbursement for federal and
state payroll withholdings customarily withheld for an
employee.
|
|
·
|
Mr.
Smith: Amounts included for the year ended 2009 consisted of a vehicle
allowance ($1,000 per month).
|
|
·
|
Mr.
Chamberlain: Amounts for the year ended 2009 included a vehicle allowance
($1,000 per month) and $12,074 for reimbursement for federal and state
payroll withholdings customarily withheld for an
employee.
|
Name
|
Option
Grant
Date
|
Number
of Securities Underlying Unexercised Options Exercisable
(#)
|
Number
of Securities Underlying Unexercised Options
Unexercisable
(#)
|
Option
Exercise
Price
($/Sh)
|
Option
Expiration
Date
|
||||||||||
Ronald
E. Smith
|
2/14/2008
|
333,333 | 666,667 | (1) | 1.50 |
2/14/2013
|
|||||||||
Eugene
L. Butler
|
9/1/2009
|
- | 10,000,000 | (4) | 0.10 |
9/1/2014
|
|||||||||
3/23/2009
|
- | 2,000,000 | (3) | 0.12 |
3/23/2014
|
||||||||||
2/14/2008
|
333,333 | 666,667 | (1) | 1.50 |
2/14/2013
|
||||||||||
5/31/2007
|
2,000,000 | 1,000,000 | (2) | 0.52 |
8/31/2010
|
(1)
|
These
options were vesting over three years, with substantially one-third
vesting on the first, second and third anniversary of the date of grant,
provided that the officer continued to be employed with Deep Down through
each vesting date. We cancelled these options on March 5, 2010 and did not
issue replacement options.
|
(2)
|
The
remaining unvested portion of this option award is scheduled to vest on
May 31, 2010, provided that Mr. Butler continues to be employed with Deep
Down through that vesting date.
|
(3)
|
The
remaining unvested portion of this option award is scheduled to vest in
equal installments on March 29, 2010, March 29, 2011 and March 29, 2012,
provided that Mr. Butler continues to be employed with Deep Down through
those vesting dates.
|
(4)
|
The
remaining unvested portion of this option award is scheduled to vest in
equal installments on September 1, 2010, September 1, 2011 and September
1, 2012, provided that Mr. Butler continues to be employed with Deep Down
through those vesting dates.
|
Name
|
Award
Grant
Date
|
Number
of
Shares
or
Units
of Stock
That
Have Not
Vested
(#)
|
Market
Value of
Shares
or Units of
Stock
that Have
Not
Vested
($)
(1)
|
|||||||||
Ronald
E. Smith
|
3/29/2009
|
750,000 | (3) | 97,500 | ||||||||
2/14/2008
|
350,000 | (2) | 45,500 | |||||||||
Robert
E. Chamberlain, Jr.
|
9/1/2009
|
750,000 | (4) | 97,500 | ||||||||
3/29/2009
|
- | (3) | - | |||||||||
2/14/2008
|
- | (3) | - | |||||||||
Eugene
L. Butler
|
3/29/2009
|
750,000 | (3) | 97,500 | ||||||||
2/14/2008
|
350,000 | (2) | 45,500 |
(1)
|
The
market value is calculated by multiplying the number of shares by the
closing price of our common stock of $ 0.13 on December 31,
2009.
|
(2)
|
This
restricted stock award is scheduled to vest in its entirety on February
14, 2010, provided that the officer continues to be employed with Deep
Down through the vesting date. Mr. Chamberlain’s shares granted on this
date were accelerated on September 1, 2009 in connection with his
Severance and Separation Agreement. The award vested for Messrs. Smith and
Butler on February 10, 2010.
|
(3)
|
This
restricted stock award is scheduled to vest in its entirety on March 29,
2012, provided that the officer continues to be employed with Deep Down
through the vesting date. Mr. Chamberlain’s shares granted on this date
were accelerated on September 1, 2009 in connection with his Severance and
Separation Agreement.
|
(4)
|
This
restricted stock award is was issued in connection with Mr. Chamberlain’s
Severance and Separation Agreement and is scheduled to vest in its
entirety on September 1, 2010, provided that he continues as a consultant
under terms of his Severance and Separation Agreement through such
date.
|
Item
12.
|
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
|
Name
of Beneficial Owner (1)
|
Shares
of
Common
Stock
Beneficially
Owned
|
Percent
of
Common
Stock
Outstanding
|
|||
Ronald
E. Smith (2)
|
45,229,876
|
25.1%
|
|||
Mary
L. Budrunas (2)
|
45,229,876
|
25.1%
|
|||
Robert
E. Chamberlain, Jr. (3)(5)
|
23,064,975
|
12.8%
|
|||
Eugene
L. Butler (4)
|
3,766,667
|
2.1%
|
|||
Michael
J. Newbury
|
-
|
*
|
|||
Mark
D. Hollinger
|
-
|
*
|
|||
All
directors and officers as a group (5 persons)
|
72,061,518
|
(5)
|
39.4%
|
|
(1)
|
A
person is deemed to be the beneficial owner of securities that can be
acquired within 60 days from the date set forth above through the exercise
of any option, warrant or right. Shares of common stock subject to
options, warrants or rights that are currently exercisable or exercisable
within 60 days are deemed outstanding for computing the percentage of the
person holding such options, warrants or rights, but are not deemed
outstanding for computing the percentage of any other person. The amounts
and percentages are based upon 180,450,630 shares of common stock
outstanding as of March 31, 2010.
|
|
(2)
|
Mr.
Smith and Ms. Budrunas are husband and wife. Shares include 26,816,871
shares owned directly by Mr. Smith and 18,413,005 shares owned directly by
Ms. Budrunas. Such shares also include 350,000 shares of restricted stock
issued to Mr. Smith on February 14, 2008 which became fully vested on the
second anniversary of the grant, February 14, 2010, and 750,000 shares of
restricted stock issued to Mr. Smith on March 29, 2009 which w fully
vested on the second anniversary of the grant, March 29,
2011.
|
|
(3)
|
Shares
include 350,000 shares of restricted stock issued to Mr. Chamberlain on
February 14, 2008, and 750,000 shares of restricted stock issued to Mr.
Chamberlain on March 29, 2009 which were fully vested on September 1, 2009
in connection with Mr. Chamberlain’s Severance and Separation Agreement,
plus 750,000 shares of restricted stock issued to Mr. Chamberlain on
September 1, 2009 which will vest on the one year anniversary of the
grant, September 1, 2010, in connection with such Severance and Separation
Agreement.
|
|
(4)
|
Shares
include 350,000 shares of restricted stock issued to Mr. Butler on
February 14, 2008 which become fully vested on the second anniversary of
the grant, February 14, 2010, and 750,000 shares of restricted stock
issued to Mr. Butler on March 29, 2009 which will be fully vested on the
second anniversary of the grant, March 29, 2011, plus 2,666,667 shares of
Deep Down’s common stock that Mr. Butler has the right to acquire by
exercise of stock options which vested during 2008 and
2009.
|
|
(5)
|
Shares
include 2,666,667 shares of Deep Down’s common stock that executive
officers and directors have the right to acquire by exercise of stock
options.
|
Item
13.
|
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
|
Item
14.
|
PRINCIPAL
ACCOUNTANT FEES AND
SERVICES
|
December
31, 2009
|
December
31, 2008
|
|||||||
(i)
Audit Fees
|
$ | 502,023 | $ | 503,714 | ||||
(ii)
Audit Related Fees
|
- | 86,634 | ||||||
(iii)
Tax Fees
|
5,250 | 49,130 | ||||||
(iv)
All Other Fees
|
- | - |
Item
15.
|
Exhibits,
Financial Statement Schedules
|
(a)
|
Financial
Statements and Schedules. See the consolidated financial
statements and related schedules commencing on page F-1 of this
report.
|
(b)
|
Exhibits.
|
|
|
|
2.1
|
Agreement
and Plan of Reorganization among MediQuip Holdings, Inc., Deep Down, Inc.,
and the majority shareholders of Deep Down, Inc. (incorporated by
reference from Exhibit 2.1 to our Form 10-KSB/A filed with the Commission
on May 1, 2008).
|
|
3.1
|
Articles
of Incorporation of Deep Down, Inc. (conformed to include the amendment of
the Articles of Incorporation filed with the Secretary of State of the
State of Nevada on September 29, 2008 (incorporated by reference from
Exhibit A to our Schedule 14C filed on August 15,
2008).
|
|
3.2
|
Amended
and Restated By Laws of Deep Down, Inc. (incorporated by reference from
Exhibit B to our Schedule 14C filed on August 15,
2008).
|
|
3.3
|
Form
of Certificate of Designations of Series D Redeemable Convertible
Preferred Stock (incorporated herein by reference from Exhibit 3.4 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
3.4
|
Form
of Certificate of Designations of Series E Redeemable Exchangeable
Preferred Stock (incorporated herein by reference from Exhibit 3.5 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
3.5
|
Form
of Certificate of Designations of Series F Redeemable Convertible
Preferred Stock (incorporated herein by reference from Exhibit 3.6 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
3.6
|
Form
of Certificate of Designations of Series G Redeemable Exchangeable
Preferred Stock (incorporated herein by reference from Exhibit 3.7 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
4.1
|
Common
Stock Purchase Warrant for 320,000 shares of common stock of Deep Down,
Inc. issued to Dragonfly Capital Partners, LLC dated August 6, 2007
(incorporated herein by reference from Exhibit 4.2 to our Form 10-KSB
filed with the Commission on April 1, 2008).
|
|
4.2
|
Common
Stock Purchase Warrant for 118,812 shares of common stock of Deep Down,
Inc. issued to Dragonfly Capital Partners, LLC dated January 4, 2008
(incorporated herein by reference from Exhibit 4.3 to our Form 10-KSB
filed with the Commission on April 1, 2008).
|
|
4.3
|
Common
Stock Purchase Warrant for 200,000 shares of common stock of Deep Down,
Inc. issued to Subsea, LLC dated June 6, 2008 (incorporated herein by
reference from Exhibit 4.1 to our Form 8-K/A (Amendment No. 2) filed with
the Commission on June 9, 2008).
|
|
4.4
|
Registration
Rights Agreement, dated August 6, 2007, among Deep Down, Inc. and Prospect
Capital Corporation (incorporated herein by reference from Exhibit 4.4 to
our Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
4.5
|
Private
Placement Memorandum, dated May 16, 2008 (incorporated herein by reference
from Exhibit 20.1 to our Form 8-K/A (Amendment No. 2) filed with the
Commission on June 9, 2008).
|
|
4.6
|
Amended
and Restated Supplement No. 1 to Private Placement Memorandum, dated June
2, 2008 (incorporated herein by reference from Exhibit 4.6 to our Form S-1
Registration Statement (file no. 333-152435) filed with the Commission on
July 21, 2008).
|
|
4.7
|
Purchase
Agreement, dated June 2, 2008, among Deep Down, Inc., and the Purchasers
named therein (incorporated herein by reference from Exhibit 10.1 to our
Form 8-K/A (Amendment No. 2) filed with the Commission on June 9,
2008).
|
|
4.8
|
6%
Subordinated Debenture of Deep Down, Inc. dated March 31, 2008
(incorporated herein by reference from Exhibit 4.1 to our Form 10-Q filed
with the Commission on May 16, 2008).
|
|
4.9†
|
Stock
Option, Stock Warrant and Stock Award Plan (incorporated herein by
reference from Exhibit 4.10 to our Form S-1 Registration Statement (file
no. 333-152435) filed with the Commission on July 21,
2008).
|
|
4.10
|
Certificate
of Articles of Organization of Deep Down International Holdings, LLC
(filed with the Secretary of State for the state of Nevada on February 3,
2009) (incorporated by reference from Exhibit 4.11 to Amendment No. 3 to
our Form S-1/A filed on April 10, 2009).
|
|
4.11
|
Operating
Agreement of Deep Down International Holdings, LLC, a Nevada limited
liability company (incorporated by reference from Exhibit 4.11 to
Amendment No. 3 to our Form S-1/A filed on April 9,
2009).
|
10.1
|
Credit
Agreement, dated as of November 11, 2008, among Deep Down, Inc. as
borrower and Whitney National Bank, as lender (incorporated herein by
reference from Exhibit 10.1 to our Form 10-Q filed with the Commission on
November 14, 2008).
|
10.2
|
First
Amendment to Credit Agreement entered into as of December 18, 2008, among
Deep Down, Inc. as borrower and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc. (incorporated herein by reference from Exhibit 10.1 to our Form 8-K
filed with the Commission on December 19, 2008).
|
|
10.3
|
Second
Amendment to Credit Agreement entered into as of February 13, 2009, among
Deep Down, Inc., as borrower, and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc. (incorporated herein by reference from Exhibit 10.3 to our Form 10-K
filed with the Commission on March 16, 2009).
|
|
10.4
|
Guaranty,
dated as of November 11, 2008, by ElectroWave USA, Inc., Flotation
Technologies, Inc., Mako Technologies, LLC and Deep Down, Inc. for the
benefit of Whitney National Bank (incorporated herein by reference from
Exhibit 10.2 to our Form 10-Q filed with the Commission on November 14,
2008).
|
|
10.5
|
Joinder
to Guaranty, dated as of February 13, 2009, by Deep Down International
Holdings, LLC (incorporated herein by reference from Exhibit 10.5 to our
Form 10-K filed with the Commission on March 16, 2009).
|
|
10.6
|
Security
Agreement, dated as of November 11, 2008, among Deep Down, Inc.,
ElectroWave USA, Inc., Flotation Technologies, Inc., Mako Technologies,
LLC and Deep Down, Inc. for the benefit of Whitney National Bank
(incorporated herein by reference from Exhibit 10.3 to our Form 10-Q filed
with the Commission on November 14, 2008).
|
|
10.7
|
Joinder
to Security Agreement, dated as of February 13, 2009, by Deep Down
International Holdings, LLC (incorporated herein by reference from Exhibit
10.7 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.8
|
Second
Amendment to Security Agreement, dated as of February 13, 2009, by Deep
Down, Inc., ElectroWave USA, Inc., Flotation Technologies, Inc., Mako
Technologies, LLC and Deep Down, Inc. for the benefit of Whitney National
Bank (incorporated herein by reference from Exhibit 10.3 to our Form 8-K
filed with the Commission on December 19, 2008).
|
|
10.9
|
Term
Note, dated December 18, 2008, executed by Deep Down, Inc. and paid to
order to Whitney National Bank (incorporated herein by reference from
Exhibit 10.2 to our Form 8-K filed with the Commission on December 19,
2008).
|
|
10.10†
|
Consulting
Agreement, dated as of August 6, 2007, between Deep Down, Inc. and
Strategic Capital Services, Inc. regarding the services of Robert
Chamberlain (incorporated herein by reference from Exhibit 10.1 to our
Form 10-KSB filed with the Commission on April 1,
2008).
|
|
10.11†
|
Employment
Agreement, dated as of August 6, 2007, between Deep Down, Inc. and Ronald
E. Smith (incorporated herein by reference from Exhibit 10.2 to our Form
10-KSB filed with the Commission on April 1, 2008).
|
|
10.12
|
Agreement
and Plan of Merger among Deep Down, Inc., Mako Technologies, LLC, Mako
Technologies, Inc. and the shareholders of Mako Technologies, Inc. dated
December 17, 2007 (incorporated herein by reference from Exhibit 2.1 to
our Form 10-KSB filed with the Commission on April 1,
2008).
|
|
10.13
|
Agreement
and Plan of Reorganization among Deep Down, Inc., ElectroWave (USA), Inc.,
a Nevada corporation, ElectroWave (USA) Inc., a Texas corporation,
Pinemont IV, Martin L. Kershman and Ronald W. Nance (incorporated herein
by reference from Exhibit 10.10 to our Form 10-KSB/A filed with the
Commission on May 1, 2008).
|
|
10.14
|
Office
Building Lease, dated November 24, 2008, between Deep Down, Inc. and
A-K-S-L 49 Beltway 8, L.P. (incorporated herein by reference from Exhibit
10.18 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.15†
|
Severance
and Separation Agreement, dated September 1, 2009, by and between
Strategic Capital Services, Inc. and Robert E. Chamberlain, Jr.
(“Consultant”) and Deep Down, Inc. (incorporated herein by reference from
Exhibit 10.3 to our Form 10-Q filed with the Commission on November 16,
2009).
|
|
10.16
|
Stock
Purchase Agreement, dated April 17, 2008, among Deep Down, Inc., Flotation
Technologies, Inc. and the selling stockholders named therein
(incorporated herein by reference from Exhibit 10.1 to our Form 8-K filed
with the Commission on April 21, 2008).
|
|
10.17†
|
Employment
Agreement with David A. Capotosto, dated June 5, 2008 (incorporated herein
by reference from Exhibit 10.12 to our Form S-1 Registration Statement
(file no. 333-152435) filed with the Commission on July 21,
2008).
|
|
10.18
|
Loan
Agreement entered into as of February 13, 2009, by and among Flotation
Technologies, Inc., Deep Down, Inc., and TD Bank, N.A. (incorporated
herein by reference from Exhibit 10.22 to our Form 10-K filed with the
Commission on March 16, 2009).
|
|
10.19
|
Mortgage
and Security Agreement entered into as of February 13, 2009, by Flotation
Technologies in favor of TD Bank, N.A. (incorporated herein by reference
from Exhibit 10.23 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.20
|
Collateral
Assignment of Leases and Rents entered as of February 13, 2009, by
Flotation Technologies, Inc. in favor of TD Bank, N.A. (incorporated
herein by reference from Exhibit 10.24 to our Form 10-K filed with the
Commission on March 16, 2009).
|
|
10.21
|
Commercial
Note entered into as of February 13, 2009 by Flotation Technologies, Inc.
in favor of TD Bank, N.A. (incorporated herein by reference from Exhibit
10.25 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.22
|
Debt
Subordination Agreement entered into as of February 13, 2009, by and among
Flotation Technologies, Inc., Deep Down, Inc., and TD Bank, N.A.
(incorporated herein by reference from Exhibit 10.26 to our Form 10-K
filed with the Commission on March 16, 2009).
|
|
10.23
|
Purchase
and Sale Agreement, dated May 22, 2009, by and between Deep Down, Inc. and
JUMA Properties, LLC (incorporated by reference from Exhibit 10.1 to our
Form 8-K filed on June 2, 2009).
|
|
10.24
|
Deed
of Trust, Security Agreement and UCC Financing Statement for Fixture
Filing, executed as of May 29, 2009, by Deep Down, Inc., as grantor, in
favor of Gary M. Olander, as trustee, for the benefit of Whitney National
Bank, as beneficiary (incorporated by reference from Exhibit 10.2 to our
Form 8-K filed on June 2, 2009).
|
10.25
|
Third
Amendment to Credit Agreement, entered into as of May 29, 2009, between
Deep Down, Inc., as borrower, and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc. (incorporated by reference from Exhibit 10.3 to our Form 8-K filed on
June 2, 2009).
|
|
10.26
|
Second
Amendment to Security Agreement, executed as of May 29, 2009, by Deep
Down, Inc. ElectroWave USA, Inc., Flotation Technologies, Inc., Mako
Technologies, LLC and Deep Down, Inc., for the benefit of Whitney National
Bank (incorporated by reference from Exhibit 10.4 to our Form 8-K filed on
June 2, 2009).
|
|
10.27†
|
Employment
Agreement, dated effective as of January 1, 2010, between Deep Down, Inc.
and Eugene L. Butler (incorporated by reference from Exhibit 10.2 to our
Form 8-K filed on January 15, 2010).
|
|
10.28†
|
Amended
and Restated Employment Agreement, dated effective as of January 1, 2010,
between Deep Down, Inc. and Ronald E. Smith (incorporated by reference
from Exhibit 10.1 to our Form 8-K filed on January 15,
2010).
|
|
10.29
|
Environmental
Indemnity Agreement entered as of February 13, 2009 in favor of TD Bank,
N.A. (incorporated herein by reference from Exhibit 10.27 to our Form 10-K
filed with the Commission on March 16, 2009).
|
|
10.30*†
|
Employment
Agreement, dated effective as of February 17, 2010, between Deep Down,
Inc. and Michael J. Newbury.
|
10.31*
|
Amended
and Restated Credit Agreement, entered into as of April 14, 2010, between
Deep Down, Inc., as borrower, and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc.
|
|
10.32*
|
ROV
Term Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to
the order of Whitney National Bank.
|
|
10.33*
|
RE
Term Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to
the order of Whitney National Bank.
|
|
10.34*
|
RLOC
Term Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to
the order of Whitney National Bank.
|
|
10.35*
|
LC
Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to the
order of Whitney National Bank.
|
|
10.36*
|
Ratification
of Guaranty, Security Agreement, and Intercreditor Agreement, dated April
14, 2010, among Deep Down, Inc., a Nevada corporation, as borrower, and
Electrowave USA, Inc., Flotation Technologies, Inc., Mako Technologies,
LLC, Deep Down Inc., a Delaware corporation, each a guarantor, and Whitney
National Bank, a national banking association, as
lender.
|
|
10.37*
|
First
Modification to Deed of Trust, dated April 14, 2010, executed by Deep
Down, Inc., as grantor, for the benefit of Whitney National Bank, as
lender.
|
|
10.38*
|
First
Modification to Assignment of Leases and Rents, dated April 14, 2010,
executed by Deep Down, Inc., as assignor, and Whitney National Bank, as
assignee.
|
|
14.1*
|
Directors
Code of Business Conduct.
|
|
14.2*
|
Financial
Officer's Code of Business Conduct.
|
|
16.1
|
Letter,
dated July 14, 2009, from Malone & Bailey, PC to the Securities and
Exchange Commission (incorporated by reference from Exhibit 16.1 to our
Form 8-K filed on July 14, 2009).
|
|
21.1*
|
Subsidiary
list.
|
|
24.1*
|
Power
of Attorney (set forth immediately following the registrant’s signatures
to this report).
|
|
31.1*
|
Rule
13a-14(a)/15d-14(a) Certification of the President and Chief Executive
Officer of Deep Down, Inc.
|
|
31.2*
|
Rule
13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Deep
Down, Inc.
|
|
32.1*
|
Section
1350 Certification of the President and Chief Executive Officer of Deep
Down, Inc.
|
|
32.2*
|
Section
1350 Certification of the Chief Financial Officer of Deep Down,
Inc.
|
Signatures
|
Title
|
Date
|
|
/s/ RONALD E.
SMITH
|
President,
Chief Executive Officer and Director
|
||
Ronald
E. Smith
|
(Principal
Executive Officer)
|
April
15, 2010
|
|
/s/ EUGENE L.
BUTLER
|
Chief
Financial Officer and Director
|
||
Eugene
L. Butler
|
(Principal
Financial Officer and Principal Accounting Officer)
|
April
15, 2010
|
|
/s/ MARY L.
BUDRUNAS
|
Vice-President,
Corporate Secretary and Director
|
||
Mary
L. Budrunas
|
April
15, 2010
|
||
/s/ MARK D.
HOLLINGER
|
Director
|
||
Mark
D. Hollinger
|
April
15, 2010
|
Exhibit
Number
|
Description
of Exhibit
|
|
2.1
|
Agreement
and Plan of Reorganization among MediQuip Holdings, Inc., Deep Down, Inc.,
and the majority shareholders of Deep Down, Inc. (incorporated by
reference from Exhibit 2.1 to our Form 10-KSB/A filed with the Commission
on May 1, 2008).
|
|
3.1
|
Articles
of Incorporation of Deep Down, Inc. (conformed to include the amendment of
the Articles of Incorporation filed with the Secretary of State of the
State of Nevada on September 29, 2008 (incorporated by reference from
Exhibit A to our Schedule 14C filed on August 15,
2008).
|
|
3.2
|
Amended
and Restated By Laws of Deep Down, Inc. (incorporated by reference from
Exhibit B to our Schedule 14C filed on August 15,
2008).
|
|
3.3
|
Form
of Certificate of Designations of Series D Redeemable Convertible
Preferred Stock (incorporated herein by reference from Exhibit 3.4 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
3.4
|
Form
of Certificate of Designations of Series E Redeemable Exchangeable
Preferred Stock (incorporated herein by reference from Exhibit 3.5 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
3.5
|
Form
of Certificate of Designations of Series F Redeemable Convertible
Preferred Stock (incorporated herein by reference from Exhibit 3.6 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
3.6
|
Form
of Certificate of Designations of Series G Redeemable Exchangeable
Preferred Stock (incorporated herein by reference from Exhibit 3.7 to our
Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
4.1
|
Common
Stock Purchase Warrant for 320,000 shares of common stock of Deep Down,
Inc. issued to Dragonfly Capital Partners, LLC dated August 6, 2007
(incorporated herein by reference from Exhibit 4.2 to our Form 10-KSB
filed with the Commission on April 1, 2008).
|
|
4.2
|
Common
Stock Purchase Warrant for 118,812 shares of common stock of Deep Down,
Inc. issued to Dragonfly Capital Partners, LLC dated January 4, 2008
(incorporated herein by reference from Exhibit 4.3 to our Form 10-KSB
filed with the Commission on April 1, 2008).
|
|
4.3
|
Common
Stock Purchase Warrant for 200,000 shares of common stock of Deep Down,
Inc. issued to Subsea, LLC dated June 6, 2008 (incorporated herein by
reference from Exhibit 4.1 to our Form 8-K/A (Amendment No. 2) filed with
the Commission on June 9, 2008).
|
|
4.4
|
Registration
Rights Agreement, dated August 6, 2007, among Deep Down, Inc. and Prospect
Capital Corporation (incorporated herein by reference from Exhibit 4.4 to
our Form 10-KSB/A filed with the Commission on May 1,
2008).
|
|
4.5
|
Private
Placement Memorandum, dated May 16, 2008 (incorporated herein by reference
from Exhibit 20.1 to our Form 8-K/A (Amendment No. 2) filed with the
Commission on June 9, 2008).
|
|
4.6
|
Amended
and Restated Supplement No. 1 to Private Placement Memorandum, dated June
2, 2008 (incorporated herein by reference from Exhibit 4.6 to our Form S-1
Registration Statement (file no. 333-152435) filed with the Commission on
July 21, 2008).
|
|
4.7
|
Purchase
Agreement, dated June 2, 2008, among Deep Down, Inc., and the Purchasers
named therein (incorporated herein by reference from Exhibit 10.1 to our
Form 8-K/A (Amendment No. 2) filed with the Commission on June 9,
2008).
|
|
4.8
|
6%
Subordinated Debenture of Deep Down, Inc. dated March 31, 2008
(incorporated herein by reference from Exhibit 4.1 to our Form 10-Q filed
with the Commission on May 16, 2008).
|
|
4.9†
|
Stock
Option, Stock Warrant and Stock Award Plan (incorporated herein by
reference from Exhibit 4.10 to our Form S-1 Registration Statement (file
no. 333-152435) filed with the Commission on July 21,
2008).
|
|
4.10
|
Certificate
of Articles of Organization of Deep Down International Holdings, LLC
(filed with the Secretary of State for the state of Nevada on February 3,
2009) (incorporated by reference from Exhibit 4.11 to Amendment No. 3 to
our Form S-1/A filed on April 10, 2009).
|
|
4.11
|
Operating
Agreement of Deep Down International Holdings, LLC, a Nevada limited
liability company (incorporated by reference from Exhibit 4.11 to
Amendment No. 3 to our Form S-1/A filed on April 9,
2009).
|
10.1
|
Credit
Agreement, dated as of November 11, 2008, among Deep Down, Inc. as
borrower and Whitney National Bank, as lender (incorporated herein by
reference from Exhibit 10.1 to our Form 10-Q filed with the Commission on
November 14, 2008).
|
|
10.2
|
First
Amendment to Credit Agreement entered into as of December 18, 2008, among
Deep Down, Inc. as borrower and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc. (incorporated herein by reference from Exhibit 10.1 to our Form 8-K
filed with the Commission on December 19, 2008).
|
|
10.3
|
Second
Amendment to Credit Agreement entered into as of February 13, 2009, among
Deep Down, Inc., as borrower, and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc. (incorporated herein by reference from Exhibit 10.3 to our Form 10-K
filed with the Commission on March 16, 2009).
|
|
10.4
|
Guaranty,
dated as of November 11, 2008, by ElectroWave USA, Inc., Flotation
Technologies, Inc., Mako Technologies, LLC and Deep Down, Inc. for the
benefit of Whitney National Bank (incorporated herein by reference from
Exhibit 10.2 to our Form 10-Q filed with the Commission on November 14,
2008).
|
|
10.5
|
Joinder
to Guaranty, dated as of February 13, 2009, by Deep Down International
Holdings, LLC (incorporated herein by reference from Exhibit 10.5 to our
Form 10-K filed with the Commission on March 16, 2009).
|
|
10.6
|
Security
Agreement, dated as of November 11, 2008, among Deep Down, Inc.,
ElectroWave USA, Inc., Flotation Technologies, Inc., Mako Technologies,
LLC and Deep Down, Inc. for the benefit of Whitney National Bank
(incorporated herein by reference from Exhibit 10.3 to our Form 10-Q filed
with the Commission on November 14, 2008).
|
|
10.7
|
Joinder
to Security Agreement, dated as of February 13, 2009, by Deep Down
International Holdings, LLC (incorporated herein by reference from Exhibit
10.7 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.8
|
Second
Amendment to Security Agreement, dated as of February 13, 2009, by Deep
Down, Inc., ElectroWave USA, Inc., Flotation Technologies, Inc., Mako
Technologies, LLC and Deep Down, Inc. for the benefit of Whitney National
Bank (incorporated herein by reference from Exhibit 10.3 to our Form 8-K
filed with the Commission on December 19, 2008).
|
|
10.9
|
Term
Note, dated December 18, 2008, executed by Deep Down, Inc. and paid to
order to Whitney National Bank (incorporated herein by reference from
Exhibit 10.2 to our Form 8-K filed with the Commission on December 19,
2008).
|
|
10.10†
|
Consulting
Agreement, dated as of August 6, 2007, between Deep Down, Inc. and
Strategic Capital Services, Inc. regarding the services of Robert
Chamberlain (incorporated herein by reference from Exhibit 10.1 to our
Form 10-KSB filed with the Commission on April 1,
2008).
|
|
10.11†
|
Employment
Agreement, dated as of August 6, 2007, between Deep Down, Inc. and Ronald
E. Smith (incorporated herein by reference from Exhibit 10.2 to our Form
10-KSB filed with the Commission on April 1, 2008).
|
|
10.12
|
Agreement
and Plan of Merger among Deep Down, Inc., Mako Technologies, LLC, Mako
Technologies, Inc. and the shareholders of Mako Technologies, Inc. dated
December 17, 2007 (incorporated herein by reference from Exhibit 2.1 to
our Form 10-KSB filed with the Commission on April 1,
2008).
|
|
10.13
|
Agreement
and Plan of Reorganization among Deep Down, Inc., ElectroWave (USA), Inc.,
a Nevada corporation, ElectroWave (USA) Inc., a Texas corporation,
Pinemont IV, Martin L. Kershman and Ronald W. Nance (incorporated herein
by reference from Exhibit 10.10 to our Form 10-KSB/A filed with the
Commission on May 1, 2008).
|
|
10.14
|
Office
Building Lease, dated November 24, 2008, between Deep Down, Inc. and
A-K-S-L 49 Beltway 8, L.P. (incorporated herein by reference from Exhibit
10.18 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.15†
|
Severance
and Separation Agreement, dated September 1, 2009, by and between
Strategic Capital Services, Inc. and Robert E. Chamberlain, Jr.
(“Consultant”) and Deep Down, Inc. (incorporated herein by reference from
Exhibit 10.3 to our Form 10-Q filed with the Commission on November 16,
2009).
|
|
10.16
|
Stock
Purchase Agreement, dated April 17, 2008, among Deep Down, Inc., Flotation
Technologies, Inc. and the selling stockholders named therein
(incorporated herein by reference from Exhibit 10.1 to our Form 8-K filed
with the Commission on April 21, 2008).
|
|
10.17†
|
Employment
Agreement with David A. Capotosto, dated June 5, 2008 (incorporated herein
by reference from Exhibit 10.12 to our Form S-1 Registration Statement
(file no. 333-152435) filed with the Commission on July 21,
2008).
|
|
10.18
|
Loan
Agreement entered into as of February 13, 2009, by and among Flotation
Technologies, Inc., Deep Down, Inc., and TD Bank, N.A. (incorporated
herein by reference from Exhibit 10.22 to our Form 10-K filed with the
Commission on March 16, 2009).
|
|
10.19
|
Mortgage
and Security Agreement entered into as of February 13, 2009, by Flotation
Technologies in favor of TD Bank, N.A. (incorporated herein by reference
from Exhibit 10.23 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.20
|
Collateral
Assignment of Leases and Rents entered as of February 13, 2009, by
Flotation Technologies, Inc. in favor of TD Bank, N.A. (incorporated
herein by reference from Exhibit 10.24 to our Form 10-K filed with the
Commission on March 16, 2009).
|
|
10.21
|
Commercial
Note entered into as of February 13, 2009 by Flotation Technologies, Inc.
in favor of TD Bank, N.A. (incorporated herein by reference from Exhibit
10.25 to our Form 10-K filed with the Commission on March 16,
2009).
|
|
10.22
|
Debt
Subordination Agreement entered into as of February 13, 2009, by and among
Flotation Technologies, Inc., Deep Down, Inc., and TD Bank, N.A.
(incorporated herein by reference from Exhibit 10.26 to our Form 10-K
filed with the Commission on March 16,
2009).
|
10.23
|
Purchase
and Sale Agreement, dated May 22, 2009, by and between Deep Down, Inc. and
JUMA Properties, LLC (incorporated by reference from Exhibit 10.1 to our
Form 8-K filed on June 2, 2009).
|
10.24
|
Deed
of Trust, Security Agreement and UCC Financing Statement for Fixture
Filing, executed as of May 29, 2009, by Deep Down, Inc., as grantor, in
favor of Gary M. Olander, as trustee, for the benefit of Whitney National
Bank, as beneficiary (incorporated by reference from Exhibit 10.2 to our
Form 8-K filed on June 2, 2009).
|
|
10.25
|
Third
Amendment to Credit Agreement, entered into as of May 29, 2009, between
Deep Down, Inc., as borrower, and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc. (incorporated by reference from Exhibit 10.3 to our Form 8-K filed on
June 2, 2009).
|
|
10.26
|
Second
Amendment to Security Agreement, executed as of May 29, 2009, by Deep
Down, Inc. ElectroWave USA, Inc., Flotation Technologies, Inc., Mako
Technologies, LLC and Deep Down, Inc., for the benefit of Whitney National
Bank (incorporated by reference from Exhibit 10.4 to our Form 8-K filed on
June 2, 2009).
|
|
10.27†
|
Employment
Agreement, dated effective as of January 1, 2010, between Deep Down, Inc.
and Eugene L. Butler (incorporated by reference from Exhibit 10.2 to our
Form 8-K filed on January 15, 2010).
|
|
10.28†
|
Amended
and Restated Employment Agreement, dated effective as of January 1, 2010,
between Deep Down, Inc. and Ronald E. Smith (incorporated by reference
from Exhibit 10.1 to our Form 8-K filed on January 15,
2010).
|
|
10.29
|
Environmental
Indemnity Agreement entered as of February 13, 2009 in favor of TD Bank,
N.A. (incorporated herein by reference from Exhibit 10.27 to our Form 10-K
filed with the Commission on March 16, 2009).
|
|
10.30*†
|
Employment
Agreement, dated effective as of February 17, 2010, between Deep Down,
Inc. and Michael J. Newbury.
|
10.31*
|
Amended
and Restated Credit Agreement, entered into as of April 14, 2010, between
Deep Down, Inc., as borrower, and Whitney National Bank, including the
Guarantor’s Consent and Agreement as signed on behalf of ElectroWave USA,
Inc., Flotation Technologies, Inc., Mako Technologies, LLC and Deep Down,
Inc.
|
|
10.32*
|
ROV
Term Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to
the order of Whitney National Bank.
|
|
10.33*
|
RE
Term Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to
the order of Whitney National Bank.
|
|
10.34*
|
RLOC
Term Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to
the order of Whitney National Bank.
|
|
10.35*
|
LC
Note, dated April 14, 2010, executed by Deep Down, Inc. and paid to the
order of Whitney National Bank.
|
|
10.36*
|
Ratification
of Guaranty, Security Agreement, and Intercreditor Agreement, dated April
14, 2010, among Deep Down, Inc., a Nevada corporation, as borrower, and
Electrowave USA, Inc., Flotation Technologies, Inc., Mako Technologies,
LLC, Deep Down Inc., a Delaware corporation, each a guarantor, and Whitney
National Bank, a national banking association, as
lender.
|
|
10.37*
|
First
Modification to Deed of Trust, dated April 14, 2010, executed by Deep
Down, Inc., as grantor, for the benefit of Whitney National Bank, as
lender.
|
|
10.38*
|
First
Modification to Assignment of Leases and Rents, dated April 14, 2010,
executed by Deep Down, Inc., as assignor, and Whitney National Bank, as
assignee.
|
|
14.1*
|
Directors
Code of Business Conduct.
|
|
14.2*
|
Financial
Officer's Code of Business Conduct.
|
|
16.1
|
Letter,
dated July 14, 2009, from Malone & Bailey, PC to the Securities and
Exchange Commission (incorporated by reference from Exhibit 16.1 to our
Form 8-K filed on July 14, 2009).
|
|
21.1*
|
Subsidiary
list.
|
|
24.1*
|
Power
of Attorney (set forth immediately following the registrant’s signatures
to this report).
|
|
31.1*
|
Rule
13a-14(a)/15d-14(a) Certification of the President and Chief Executive
Officer of Deep Down, Inc.
|
|
31.2*
|
Rule
13a-14(a)/15d-14(a) Certification of the Chief Financial Officer of Deep
Down, Inc.
|
|
32.1*
|
Section
1350 Certification of the President and Chief Executive Officer of Deep
Down, Inc.
|
|
32.2*
|
Section
1350 Certification of the Chief Financial Officer of Deep Down,
Inc.
|
Reports
of Independent Registered Public Accounting Firm
|
F-2
|
Consolidated
Balance Sheets
|
F-4
|
Consolidated
Statements of Operations
|
F-5
|
Consolidated
Statements of Changes in Stockholders’ Equity
|
F-6
|
Consolidated
Statements of Cash Flows
|
F-7
|
Notes
to the Consolidated Financial Statements
|
F-8
|
(In
thousands, except par value amounts)
|
December
31, 2009
|
December
31, 2008
|
||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 912 | $ | 2,495 | ||||
Restricted
cash
|
- | 136 | ||||||
Accounts
receivable, net
|
7,662 | 10,772 | ||||||
Inventory
|
896 | 1,362 | ||||||
Costs
and estimated earnings in excess of billings on uncompleted
contracts
|
267 | 708 | ||||||
Deferred
tax asset
|
- | 217 | ||||||
Prepaid
expenses and other current assets
|
225 | 634 | ||||||
Total
current assets
|
9,962 | 16,324 | ||||||
Property,
plant and equipment, net
|
20,011 | 13,799 | ||||||
Intangibles,
net
|
12,166 | 18,091 | ||||||
Goodwill
|
9,429 | 15,024 | ||||||
Other
assets, net
|
1,136 | 458 | ||||||
Total
assets
|
$ | 52,704 | $ | 63,696 | ||||