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Cal Dive Reports Record Fourth Quarter Results More than Doubling Last Year's Fourth Quarter Earnings

    HOUSTON, Feb. 28 /PRNewswire-FirstCall/ -- Cal Dive International, Inc.
(Nasdaq: CDIS) reported fourth quarter net income of $56 million, or $0.69 per
diluted share.  This represents a 116% improvement over last year's fourth
quarter results.
    The Company sustained damage to certain of its oil and gas production
facilities in Hurricanes Katrina and Rita during the third quarter.  Included
in the fourth quarter earnings was approximately $7 million pre-tax of repair
and inspection costs resulting from these hurricanes.
    The Company's effective tax rate fell to 27% in the fourth quarter,
resulting in a 33% effective rate for 2005 due primarily to improved
profitability both domestically and in foreign jurisdictions.



                              Summary of Results
           (in thousands, except per share amounts and percentages)

                          Fourth Quarter     Third Quarter      Full Year
                          2005       2004        2005        2005       2004

    Revenues            $264,028   $162,990    $209,338    $799,472   $543,392

    Gross Profit          95,852     53,030      82,928     283,072    171,912
                             36%        33%         40%         35%        32%

    Net Income            56,006     25,269      42,671     150,125     79,916
                             21%        16%         20%         19%        15%

    Diluted Earnings
     Per Share              0.69       0.32        0.53        1.86       1.03

    Owen Kratz, Chairman and Chief Executive Officer of Cal Dive, stated, "I
am very pleased that we were able to deliver our best ever quarter despite the
negative impact of hurricanes Katrina and Rita on our Oil and Gas division.
As predicted, improved Marine Contracting results more than offset the
deferral of around 2.5 bcfe of production and the significant repair costs
mentioned above.
   "Our people faced many challenges during the year and once again they
excelled in this quarter by launching ten acquired assets in our Marine
Contracting fleet and by bringing back our oil and gas production to near pre-
storm levels.
    "We are very proud of our performance in 2005 and look forward to
continued growth and success during 2006.  Our earnings guidance for the year
remains in the range of $2.30 - $3.30 per diluted share (excluding the
recently announced acquisition of Remington Oil and Gas) and we will provide
our first update to that range at the end of the first quarter."

    Financial Highlights

     *  Revenues:  The $101.0 million increase in year-over-year fourth
        quarter revenues was driven primarily by significant improvements in
        Marine Contracting revenues due to the introduction of newly acquired
        assets and much better market conditions.

     *  Margins:  36% was three points better than the year-ago quarter due to
        a significant increase in Marine Contracting margins driven by
        improved market conditions.

     *  SG&A:  $21.2 million increased $7.1 million from the same period a
        year ago due primarily to additional incentive compensation accruals
        as a result of improved profitability.  This level of SG&A was 8% of
        fourth quarter revenues, compared to 9% in the year ago quarter.

     *  Equity in Earnings:  $5.3 million reflects our share of Deepwater
        Gateway, L.L.C.'s earnings for the quarter relating to the Marco Polo
        facility as well as our share of Offshore Technology Services
        Limited's earnings which is the Trinidadian company to which we
        contributed the Witch Queen.

     *  Income Tax Provision:  The Company's effective tax rate fell to 27% in
        the fourth quarter, resulting in a 33% effective rate for the full
        year 2005.  This was primarily due to the Company's ability to realize
        foreign tax credits and oil and gas percentage depletion due to
        improved profitability both domestically and in foreign jurisdictions
        and implementation of the Internal Revenue Code 199 manufacturing
        deduction as it relates to oil and gas production.  This resulted in a
        benefit for the fourth quarter for previously unrecognized deferred
        tax assets.  We estimate our effective rate for 2006 will be between
        34% and 35%.

     *  Balance Sheet:  During the fourth quarter, the Company acquired the
        Gulf of Mexico assets from Stolt Offshore.  Total debt as of
        December 31, 2005 was $447 million.  This represents 40% debt to book
        capitalization and with $353 million of EBITDA during 2005, this
        represents 1.3 times trailing twelve month EBITDA.  In addition, the
        Company had $91 million of unrestricted cash as of December 31, 2005.
        Most of these funds will be utilized for the final phases of the
        acquisition of certain assets of Stolt Offshore.

    Further details are provided in the presentation for Cal Dive's quarterly
conference call (see the Investor Relations page of http://www.caldive.com ).
The call, scheduled for 9:00 a.m. Central Standard Time on Wednesday, March 1,
2006, will be webcast live.  A replay will be available from the Audio
Archives page.

    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.

    FORWARD-LOOKING STATEMENTS
    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; future production volumes, results of exploration, exploitation,
development, acquisition and operations expenditures, and prospective reserve
levels of property or wells; 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; any statements regarding the proposed merger of
Remington Oil and Gas Corporation into a wholly owned subsidiary of Cal Dive
or the anticipated results (financial or otherwise) thereof; 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;
complexities of global political and economic developments, geologic risks and
other risks 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, 2004; and, with respect to the
proposed Remington merger, actual results could differ materially from Cal
Dive's expectations depending on factors such as the combined company's cost
of capital, the ability of the combined company to identify and implement cost
savings, synergies and efficiencies in the time frame needed to achieve these
expectations, prior contractual commitments of the combined companies and
their ability to terminate these commitments or amend, renegotiate or settle
the same, the combined company's actual capital needs, the absence of any
material incident of property damage or other hazard that could affect the
need to effect capital expenditures, any unforeseen merger or acquisition
opportunities that could affect capital needs, the costs incurred in
implementing synergies and the factors that generally affect both Cal Dive's
and Remington's respective businesses as further outlined in "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
each of the companies' respective Annual Reports on Form 10-K for the year
ended December 31, 2004.  Actual actions that the combined company may take
may differ from time to time as the combined company may deem necessary or
advisable in the best interest of the combined company and its shareholders to
attempt to achieve the successful integration of the companies, the synergies
needed to make the transaction a financial success and to react to the economy
and the combined company's market for its exploration and production.  We
assume no obligation and do not intend to update these forward-looking
statements.

    Additional Information
    Cal Dive and Remington will file a proxy statement/prospectus and other
relevant documents concerning the proposed merger transaction with the
Securities and Exchange Commission ("SEC").  Investors are urged to read the
proxy statement/prospectus when it becomes available and any other relevant
documents filed with the SEC because they will contain important information.
You will be able to obtain the documents free of charge at the website
maintained by the SEC at http://www.sec.gov .  In addition, you may obtain
documents filed with the SEC by Cal Dive free of charge by requesting them in
writing from Cal Dive or by telephone at (281) 618-0400.  You may obtain
documents filed with the SEC by Remington free of charge by requesting them in
writing from Remington or by telephone at (214) 210-2650.  Cal Dive and
Remington, and their respective directors and executive officers, may be
deemed to be participants in the solicitation of proxies from the stockholders
of Remington in connection with the merger.  Information about the directors
and executive officers of Cal Dive and their ownership of Cal Dive stock is
set forth in the proxy statement for Cal Dive's 2005 Annual Meeting of
Shareholders.  Information about the directors and executive officers of
Remington and their ownership of Remington stock is set forth in the proxy
statement for Remington's 2005 Annual Meeting of Stockholders.  Investors may
obtain additional information regarding the interests of such participants by
reading the proxy statement/prospectus when it becomes available.



                         CAL DIVE INTERNATIONAL, INC.

         Comparative Condensed Consolidated Statements of Operations

                                      Three Months Ended   Twelve Months Ended
    (000's omitted, except                  Dec. 31,            Dec. 31,
     per share data)                     2005      2004      2005      2004
                                                    (unaudited)


    Net Revenues                       $264,028  $162,990  $799,472  $543,392
    Cost of Sales                       168,176   109,960   516,400   371,480
    Gross Profit                         95,852    53,030   283,072   171,912

       Gain on Sale of Assets, net          151       ---     1,405       ---
       Selling and Administrative        21,202    14,135    62,790    48,881
    Income from Operations               74,801    38,895   221,687   123,031
       Equity in Earnings of
        Investments                       5,301     3,555    13,459     7,927
       Interest Expense, net & Other      2,691     1,631     7,559     5,265
    Income Before Income Taxes           77,411    40,819   227,587   125,693
       Income Tax Provision              20,601    14,548    75,019    43,034
    Net Income                           56,810    26,271   152,568    82,659
       Preferred Stock Dividends and
        Accretion                           804     1,002     2,454     2,743
    Net Income Applicable to Common
     Shareholders                       $56,006   $25,269  $150,114   $79,916

    Other Financial Data:
       Income from Operations           $74,801   $38,895  $221,687  $123,031
       Equity in Earnings of
        Investments                       5,301     3,555    13,459     7,927
       Share of Equity Investments:
         Depreciation                     1,220     1,025     4,427     3,009
         Interest Expense, net               46       205     1,608     2,179
       Depreciation and Amortization:
         Marine Contracting              11,199    12,397    40,836    39,259

         Oil and Gas Production          15,559    16,963    70,637    69,046
       EBITDA (A)                      $108,126   $73,040  $352,654  $244,451

    Weighted Avg. Shares Outstanding:
       Basic                             77,659    76,789    77,444    76,409
       Diluted                           82,876    79,230    82,205    79,062

    Earnings Per Share:
       Basic                              $0.72     $0.33     $1.94     $1.05
       Diluted                            $0.69     $0.32     $1.86     $1.03

     (A)  The Company calculates EBITDA as earnings before net interest
          expense, taxes, depreciation and amortization (which includes non-
          cash asset impairments) and the Company's share of depreciation and
          net interest expense from its Equity Investments.  EBITDA and EBITDA
          margin (defined as EBITDA divided by net revenue) are supplemental
          non-GAAP financial measurements used by CDI and investors in the
          marine construction industry in the evaluation of its business due
          to the measurements being similar to income from operations.



               Comparative Condensed Consolidated Balance Sheets

    ASSETS
    (000's omitted)                              Dec. 31, 2005  Dec. 31, 2004
                                                  (unaudited)
    Current Assets:
      Cash and equivalents                           $91,080        $91,142
      Accounts receivable                            228,058        114,709
      Other current assets                            52,915         48,110
    Total Current Assets                             372,053        253,961

    Net Property & Equipment:
      Marine Contracting                             524,890        411,596
      Oil and Gas Production                         391,472        172,821
    Equity Investments                               179,556         67,192
    Goodwill                                         101,731         84,193
    Other assets, net                                 91,162         48,995
    Total Assets                                  $1,660,864     $1,038,758


    LIABILITIES & SHAREHOLDERS' EQUITY
                                                 Dec. 31, 2005  Dec. 31, 2004
                                                  (unaudited)
    Current Liabilities:
      Accounts payable                               $99,445        $56,047
      Accrued liabilities                            148,789         75,502
      Current mat of L-T debt (B)                      6,468          9,613
    Total Current Liabilities                        254,702        141,162

    Long-term debt (B)                               440,703        138,947
    Deferred income taxes                            164,258        133,777
    Decommissioning liabilities                      106,317         79,490
    Other long term liabilities                       10,584          5,090
    Convertible preferred stock (B)                   55,000         55,000
    Shareholders' equity (B)                         629,300        485,292
    Total Liabilities & Equity                    $1,660,864     $1,038,758

     (B)  Debt to book capitalization - 40%. Calculated as total debt
          ($447,171) divided by sum of total debt, convertible preferred stock
          and shareholders' equity ($1,131,471).


SOURCE Cal Dive International, Inc.




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Related links:
  • http://www.caldive.com
    CONTACT:
    Wade Pursell, Chief Financial Officer of Cal
    Dive International, Inc., +1-281-618-0400, or fax,
    +1-281-618-0505