Tuesday, April 17, 2007 5:25:30 PM
DPDW.ob:
Quite a run since we recommmended it around .20 or less. Still waiting for the 10K as it was supposed to be out by today. Assuming that some solid deals are incorporated into the new merged entity the share price has a reasonable chance to continue its climb. I don't know ElectroWaves net profit from last year but they did have $3.2M in revs. At 20% margin that would be 640K. Add that to around $1M for DPDW for 2006 and you get around $1.6M in net profit which is .023 eps. Now with future deals for 2007, this could still be a decent entry point. Without significant growth we are overvalued in my eyes.
Share Structure:
O/S: 67,870,171 - Float: 6,055,207 (DPDW board)
Form 8-K for DEEP DOWN, INC. (ElectroWave USA Acqusition)
2-Apr-2007
Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity S
ITEM 2.01 - Completion of Acquisition or Disposition of Assets
Effective April 2, 2007, the Deep Down consummated an Asset Purchase Agreement with ElectroWave USA, Inc. ("ElectroWave") a Texas corporation, that provides for the acquisition of substantially all of the assets of ElectroWave. Deep Down formed a wholly-owned subsidiary, ElectroWave USA, Inc., a Nevada Corporation, to complete the acquisition. ElectroWave offers products and services in the fields of electronic monitoring and control systems for the energy, military, and commercial business sectors. ElectroWave designs, manufactures, installs, and commissions integrated PLC and SCADA based instrumentation and control systems, including ballast control and monitoring, drilling instrumentation, vessel management systems, marine advisory systems, machinery plant control and monitoring systems, and closed circuit television systems. ElectroWave's customers include Transocean Offshore, Diamond Offshore, Marinette Marine Corporation, VT Halter, Atlantic Marine, New York City Department of Transportation, and others. ElectroWave's equipment is installed on some of the latest generation United States Coast Guard and United States Navy vessels. Current systems are in operation in the following areas: United States Gulf of Mexico, the North Sea, Baku, Vietnam, Singapore, Nigeria, Equatorial Guinea, Cameroon, Angola, India, Egypt, the United Kingdom, Russia, Brazil, Australia, Indonesia, and the Middle East.
As part of the acquisition, Deep Down paid off $356,463.50 in bank debt and $43,815.00 in current debt of ElectroWave USA (Texas), along with ongoing accounts payable and received substantially all of the assets, including inventory, fixed assets and accounts receivable. In addition, Deep Down may issue up to an aggregate of $517,000 in Convertible Preferred Stock over the next three years, as an additional contingent purchase cost, if the operations of ElectroWave reach certain financial milestones based on net income for the fiscal years ending December 31, 2007, 2008 and 2009. Such Convertible Preferred Stock, if issued in the future, would have a conversion price equal to the greater of (a) $0.50 per share or (b) 120% of the volume weighted average price of the last reported trades for the 20 consecutive trading days immediately prior to December 31 of the respective year for which the Convertible Preferred shares are issued.
Item 3.02 Unregistered Sales of Equity Securities
Deep Down may issue up to an aggregate of $517,000 in Convertible Preferred Stock over the next three years, as additional contingent purchase cost, if the operations of ElectroWave reach certain financial milestones based on net income for the fiscal years ending December 31, 2007, 2008 and 2009. Such Convertible Preferred Stock, if issued in the future, would have a conversion price equal to the greater of (a) $0.50 per share or (b) 120% of the volume weighted average price of the last reported trades for the 20 consecutive trading days immediately prior to December 31 of the respective year for which the Convertible Preferred shares are issued.
Item 7. Financial Statements and Exhibits
ElectroWave reported unaudited revenues of approximately $3.2 million for the fiscal year ending December 31, 2006. The Registrant has engaged independent certified public accountants to audit the financial statements of ElectroWave and intends to include the audited financial statements on Form 8-K as soon as they are available.
21-Mar-2007
Unregistered Sale of Equity Securities, Change in Directors or Principal Officers
ITEM 3.02 - Unregistered Sales of Equity Securities.
On March 20, 2007, Deep Down, Inc. (the "Company") completed the sale of 10,000,000 shares of common stock in a private placement for $1,000,000. This private placement was initiated prior to the closing of the Agreement and Plan of Reorganization between the Company and Deep Down (Delaware). Pursuant to the terms thereof, 10,000,000 shares of common stock were reserved to complete this private placement. The shares are restricted as defined in Rule 144 of the Securities Act of 1933 and contain a restrictive legend, which restricts the ability of the holders to sell these shares for a period of no less than one year. Funds will be used to redeem certain outstanding exchangeable preferred stock and for working capital.
The Company finalized the terms of an agreement with Daniel L. Ritz, Jr. (shareholder and director), who agreed to surrender 25,000,000 shares of common stock; 1,500 shares of Series F convertible preferred stock and 500 shares of Series G exchangeable preferred stock to the Company for cancellation. For these actions, Mr. Ritz will receive 1,250 shares of Series E exchangeable preferred stock and $250,000 cash. In addition, Mr. Ritz will keep 500 shares of Series E exchangeable preferred stock he currently owns and agreed to tender his resignation from the Board. As a result of this exchange, Mr. Ritz will own 1,750 shares of Series E exchangeable preferred stock.
The Company agreed to issue 2,000 shares of Series E exchangeable preferred stock to John C. Siedhoff (shareholder, Chief Financial Officer, and director) for the surrender of his ownership of 1,500 shares of Series F convertible preferred stock and 500 shares of Series G exchangeable preferred stock, which will be returned to the transfer agent for cancellation.
The offers and sales of the securities in the private placement are exempt from the registration requirements of the Securities Act of 1933 (the "Act") pursuant to Rule 506 and Section 4(2) of the Act. In connection with the offers and sales, we did not conduct any general solicitation or advertising, and we complied with the requirements of Regulation D relating to the restrictions on the transferability of the shares issued.
ITEM 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2007, the Company accepted the resignation of Daniel L. Ritz, Jr. from the Board of Directors.
Press Release Source: Deep Down, Inc.
Deep Down Announces Reduction in Shares Outstanding and Closing of Private Placement
Thursday March 22, 8:22 am ET
HOUSTON, Texas, March 22 /PRNewswire-FirstCall/ -- Deep Down, Inc. (OTC Bulletin Board: DPDW - News) today announced a reduction in its total common shares outstanding pursuant to certain agreements with shareholders and the closing of an equity private placement that was initiated prior to the closing of the Agreement and Plan of Reorganization between the Company and Deep Down (Delaware).
"These agreements are a significant event for the shareholders of Deep Down. The net result of these transactions is the receipt of $1,000,000 in cash and a reduction in the number of primary common shares outstanding by approximately 15,000,000 shares, or 18.1%, from 82,870,171 shares to 67,870,171 shares," commented Robert E. Chamberlain, Jr., Deep Down's Chairman. "Even more significant, on a fully diluted basis, the total number of shares of common stock has been reduced by 40,519,917 shares, or 29.2%, from 138,656,617 potential shares to 98,136,700 potential shares," he added.
The Company finalized the terms of an agreement with Daniel L. Ritz, Jr., who agreed to return 25,000,000 shares of common stock, 1,500 shares of Series F convertible preferred stock, and 500 shares of Series G exchangeable preferred stock to the treasury for cancellation in exchange for 1,250 shares of Series E exchangeable preferred stock and $250,000 cash. Separately, John C. Siedhoff, Deep Down's Chief Financial Officer, agreed to exchange 1,500 shares of Series F convertible preferred stock and 500 shares of Series G exchangeable preferred stock for 2,000 shares of Series E exchangeable preferred stock. The 3,000 shares of Series F convertible preferred shares that are being returned to treasury for cancellation would have been convertible into 15,519,917 shares of common stock.
"The Company closed its $1,000,000 equity private placement which was initiated prior to the reverse takeover with MediQuip," commented John Siedhoff, Deep Down's chief financial officer. "Pursuant to the terms of the Agreement and Plan of Reorganization between the Company and Deep Down (Delaware), 10,000,000 shares of common stock were reserved to complete this private placement. The shares contain a legend, under Rule 144 of the United States Securities and Exchange Commission, which restricts the ability of the holders to sell these shares for a period of no less than one year. Funds will be used to retire certain outstanding exchangeable preferred stock and for working capital," he commented further. "Deep Down's Board remains committed to enhancing shareholder value," Siedhoff concluded.
Effective March 20, 2007, the Board has accepted the resignation of Mr. Ritz.
Quite a run since we recommmended it around .20 or less. Still waiting for the 10K as it was supposed to be out by today. Assuming that some solid deals are incorporated into the new merged entity the share price has a reasonable chance to continue its climb. I don't know ElectroWaves net profit from last year but they did have $3.2M in revs. At 20% margin that would be 640K. Add that to around $1M for DPDW for 2006 and you get around $1.6M in net profit which is .023 eps. Now with future deals for 2007, this could still be a decent entry point. Without significant growth we are overvalued in my eyes.
Share Structure:
O/S: 67,870,171 - Float: 6,055,207 (DPDW board)
Form 8-K for DEEP DOWN, INC. (ElectroWave USA Acqusition)
2-Apr-2007
Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity S
ITEM 2.01 - Completion of Acquisition or Disposition of Assets
Effective April 2, 2007, the Deep Down consummated an Asset Purchase Agreement with ElectroWave USA, Inc. ("ElectroWave") a Texas corporation, that provides for the acquisition of substantially all of the assets of ElectroWave. Deep Down formed a wholly-owned subsidiary, ElectroWave USA, Inc., a Nevada Corporation, to complete the acquisition. ElectroWave offers products and services in the fields of electronic monitoring and control systems for the energy, military, and commercial business sectors. ElectroWave designs, manufactures, installs, and commissions integrated PLC and SCADA based instrumentation and control systems, including ballast control and monitoring, drilling instrumentation, vessel management systems, marine advisory systems, machinery plant control and monitoring systems, and closed circuit television systems. ElectroWave's customers include Transocean Offshore, Diamond Offshore, Marinette Marine Corporation, VT Halter, Atlantic Marine, New York City Department of Transportation, and others. ElectroWave's equipment is installed on some of the latest generation United States Coast Guard and United States Navy vessels. Current systems are in operation in the following areas: United States Gulf of Mexico, the North Sea, Baku, Vietnam, Singapore, Nigeria, Equatorial Guinea, Cameroon, Angola, India, Egypt, the United Kingdom, Russia, Brazil, Australia, Indonesia, and the Middle East.
As part of the acquisition, Deep Down paid off $356,463.50 in bank debt and $43,815.00 in current debt of ElectroWave USA (Texas), along with ongoing accounts payable and received substantially all of the assets, including inventory, fixed assets and accounts receivable. In addition, Deep Down may issue up to an aggregate of $517,000 in Convertible Preferred Stock over the next three years, as an additional contingent purchase cost, if the operations of ElectroWave reach certain financial milestones based on net income for the fiscal years ending December 31, 2007, 2008 and 2009. Such Convertible Preferred Stock, if issued in the future, would have a conversion price equal to the greater of (a) $0.50 per share or (b) 120% of the volume weighted average price of the last reported trades for the 20 consecutive trading days immediately prior to December 31 of the respective year for which the Convertible Preferred shares are issued.
Item 3.02 Unregistered Sales of Equity Securities
Deep Down may issue up to an aggregate of $517,000 in Convertible Preferred Stock over the next three years, as additional contingent purchase cost, if the operations of ElectroWave reach certain financial milestones based on net income for the fiscal years ending December 31, 2007, 2008 and 2009. Such Convertible Preferred Stock, if issued in the future, would have a conversion price equal to the greater of (a) $0.50 per share or (b) 120% of the volume weighted average price of the last reported trades for the 20 consecutive trading days immediately prior to December 31 of the respective year for which the Convertible Preferred shares are issued.
Item 7. Financial Statements and Exhibits
ElectroWave reported unaudited revenues of approximately $3.2 million for the fiscal year ending December 31, 2006. The Registrant has engaged independent certified public accountants to audit the financial statements of ElectroWave and intends to include the audited financial statements on Form 8-K as soon as they are available.
21-Mar-2007
Unregistered Sale of Equity Securities, Change in Directors or Principal Officers
ITEM 3.02 - Unregistered Sales of Equity Securities.
On March 20, 2007, Deep Down, Inc. (the "Company") completed the sale of 10,000,000 shares of common stock in a private placement for $1,000,000. This private placement was initiated prior to the closing of the Agreement and Plan of Reorganization between the Company and Deep Down (Delaware). Pursuant to the terms thereof, 10,000,000 shares of common stock were reserved to complete this private placement. The shares are restricted as defined in Rule 144 of the Securities Act of 1933 and contain a restrictive legend, which restricts the ability of the holders to sell these shares for a period of no less than one year. Funds will be used to redeem certain outstanding exchangeable preferred stock and for working capital.
The Company finalized the terms of an agreement with Daniel L. Ritz, Jr. (shareholder and director), who agreed to surrender 25,000,000 shares of common stock; 1,500 shares of Series F convertible preferred stock and 500 shares of Series G exchangeable preferred stock to the Company for cancellation. For these actions, Mr. Ritz will receive 1,250 shares of Series E exchangeable preferred stock and $250,000 cash. In addition, Mr. Ritz will keep 500 shares of Series E exchangeable preferred stock he currently owns and agreed to tender his resignation from the Board. As a result of this exchange, Mr. Ritz will own 1,750 shares of Series E exchangeable preferred stock.
The Company agreed to issue 2,000 shares of Series E exchangeable preferred stock to John C. Siedhoff (shareholder, Chief Financial Officer, and director) for the surrender of his ownership of 1,500 shares of Series F convertible preferred stock and 500 shares of Series G exchangeable preferred stock, which will be returned to the transfer agent for cancellation.
The offers and sales of the securities in the private placement are exempt from the registration requirements of the Securities Act of 1933 (the "Act") pursuant to Rule 506 and Section 4(2) of the Act. In connection with the offers and sales, we did not conduct any general solicitation or advertising, and we complied with the requirements of Regulation D relating to the restrictions on the transferability of the shares issued.
ITEM 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 20, 2007, the Company accepted the resignation of Daniel L. Ritz, Jr. from the Board of Directors.
Press Release Source: Deep Down, Inc.
Deep Down Announces Reduction in Shares Outstanding and Closing of Private Placement
Thursday March 22, 8:22 am ET
HOUSTON, Texas, March 22 /PRNewswire-FirstCall/ -- Deep Down, Inc. (OTC Bulletin Board: DPDW - News) today announced a reduction in its total common shares outstanding pursuant to certain agreements with shareholders and the closing of an equity private placement that was initiated prior to the closing of the Agreement and Plan of Reorganization between the Company and Deep Down (Delaware).
"These agreements are a significant event for the shareholders of Deep Down. The net result of these transactions is the receipt of $1,000,000 in cash and a reduction in the number of primary common shares outstanding by approximately 15,000,000 shares, or 18.1%, from 82,870,171 shares to 67,870,171 shares," commented Robert E. Chamberlain, Jr., Deep Down's Chairman. "Even more significant, on a fully diluted basis, the total number of shares of common stock has been reduced by 40,519,917 shares, or 29.2%, from 138,656,617 potential shares to 98,136,700 potential shares," he added.
The Company finalized the terms of an agreement with Daniel L. Ritz, Jr., who agreed to return 25,000,000 shares of common stock, 1,500 shares of Series F convertible preferred stock, and 500 shares of Series G exchangeable preferred stock to the treasury for cancellation in exchange for 1,250 shares of Series E exchangeable preferred stock and $250,000 cash. Separately, John C. Siedhoff, Deep Down's Chief Financial Officer, agreed to exchange 1,500 shares of Series F convertible preferred stock and 500 shares of Series G exchangeable preferred stock for 2,000 shares of Series E exchangeable preferred stock. The 3,000 shares of Series F convertible preferred shares that are being returned to treasury for cancellation would have been convertible into 15,519,917 shares of common stock.
"The Company closed its $1,000,000 equity private placement which was initiated prior to the reverse takeover with MediQuip," commented John Siedhoff, Deep Down's chief financial officer. "Pursuant to the terms of the Agreement and Plan of Reorganization between the Company and Deep Down (Delaware), 10,000,000 shares of common stock were reserved to complete this private placement. The shares contain a legend, under Rule 144 of the United States Securities and Exchange Commission, which restricts the ability of the holders to sell these shares for a period of no less than one year. Funds will be used to retire certain outstanding exchangeable preferred stock and for working capital," he commented further. "Deep Down's Board remains committed to enhancing shareholder value," Siedhoff concluded.
Effective March 20, 2007, the Board has accepted the resignation of Mr. Ritz.
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