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
June 10, 1996
Date of Report (Date of earliest event reported)
AMERICAN OILFIELD DIVERS, INC.
(Exact name of Registrant as specified in its charter)
LOUISIANA 0-22032 72-0918249
(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification Number)
of incorporation)
130 East Kaliste Saloom Road
Lafayette, Louisiana 70508
(Address of principal executive offices) (Zip Code)
(318) 234-4590
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last
report)
<PAGE>
Item 5. Other Events.
On June 10, 1996, American Oilfield Divers, Inc.
("Registrant") announced its second quarter earnings and
other matters. Such matters are described in the press
release attached hereto as Exhibit 99.1.
Item 7.Financial Statements and Exhibits.
(a) No financial statements are filed with this report.
(b) Exhibits.
99.1 Press release issued by American Oilfield Divers, Inc.
on June 10, 1996 concerning fiscal 1996 second quarter
earnings and other matters.
<PAGE>
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.
By: /s/ Cathy M. Green
__________________
Cathy M. Green
Vice President and
Chief Financial Officer
Dated: June 25, 1996
EXHIBIT 99.1
NEWS RELEASE
For further information contact:
Greg Rosenstein Cathy Green
Manager of Investor Relations Chief Financial Officer
(318) 234-4590 (318) 234-4590
PROFITABLE SECOND QUARTER REPORTED BY AMERICAN OILFIELD
DIVERS
Lafayette, LA -- American Oilfield Divers, Inc. (NASDAQ:
DIVE) today reported net income of $471,000 (or $0.07 per
share) on revenue of $19.2 million for the fiscal second
quarter ended April 30, 1996, compared to a net loss of
$2,126,000 (or a loss of $0.32 per share) on revenue of
$12.3 million for the same period a year ago.
"We obtained positive second quarter results despite low
Gulf of Mexico activity during March and April due to
traditional seasonality," said George C. Yax, AOD's Chairman
of the Board, Chief Executive Officer and President. "The
positive second quarter results were accomplished as a
result of increased market development of our U.S. Inland
and West Coast operations; increased demand for Big Inch
pipeline connectors and tie-ins; the addition of our jackup
derrick barge, the American Intrepid; the continued internal
focus on cost control; and overall improved gross profit
margins. It is encouraging to see that our diversification
strategy, initiated over the previous two years, has
progressed and is now significantly contributing to our
profitability."
The Company's gross profit percentage was 34 percent in the
second quarter of 1996 compared with 20 percent in the
second quarter of 1995. AOD averaged 74 dive crews per day
during the second quarter of 1996 compared with 59 dive
crews per day for the second quarter of 1995. Vessel
utilization was 39 percent during the second quarter of 1996
compared with 26 percent during the second quarter of 1995.
Included in AOD's results of operations for the second
quarter of fiscal 1996 is other income (net) of $231,000 (or
$0.02 per share after tax), which includes interest income,
a non-recurring gain on the March 1996 sale of the Company's
pipelay/bury barge, the American Enterprise, and other
income, all of which were offset by a loss on the disposal
of certain other fixed assets and interest expense.
"By any measure, our first six months of fiscal 1996 were
better than anticipated," Yax said. "Going forward in fiscal
1996, we believe we will continue to benefit from further
penetration in our new market areas, increasing demand in
the Gulf of Mexico diving market, and our diligent focus on
controlling costs. As a result of our acquisitions announced
in April, in which we acquired, among other things, diving
equipment and four diving support vessels, we believe we are
now well positioned to service the anticipated demand of our
Gulf of Mexico customers."
Through 38 days of the third quarter of fiscal 1996, the
Company has averaged approximately 112 dive crews per day
and approximately 55 percent vessel utilization. This
compares to 106 dive crews per day and 51 percent vessel
utilization for the entire third quarter of fiscal 1995.
American Oilfield Divers, Inc., is a leading provider of
diving services, subsea products, marine construction and
environmental services to the offshore oil and gas industry,
primarily in the U.S. Gulf of Mexico, U.S. West Coast,
internationally and to certain U.S. inland customers.
Tables follow . . .
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
Consolidated Results of Operations and Financial Position
($ in thousands except for per share amounts)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
April 30, April 30,
_________ _________
Income Statement 1996 1995 1996 1995
_____ _____ _____ _____
<S> <C> <C> <C> <C>
Diving and related revenues $19,179 $12,287 $41,341 $31,925
________ ________ ________ ________
Operating income (loss) 595 (3,117) 2,022 (2,733)
Other income (expense), net 231 (243) (15) (435)
________ ________ ________ ________
Income (loss) before income taxes
and minority interest 826 (3,360) 2,007 (3,168)
Income tax provision (benefit) 355 (1,281) 827 (1,183)
Minority interest in earnings of subsidiary --- 47 --- ---
________ ________ ________ ________
Net income (loss) $ 471 $(2,126) $ 1,180 $(1,985)
________ ________ ________ ________
Net income (loss) per share $ .07 $ (.32) $ .18 $ (.30)
________ ________ ________ ________
Weighted average shares outstanding 6,726 6,709 6,718 6,709
________ ________ ________ ________
Operational Data
Dive crew days 6,662 5,247 15,126 13,658
Dive crews per day 74 59 83 75
Diving support vessel utilization 39% 26% 43% 40%
Earnings before interest, taxes,
depreciation and amortization (EBITDA) $1,932 $(1,920) $4,696 $(340)
EBITDA as % of revenue 10.1% (15.6%) 11.4% (1.1%)
SG&A as % of revenue 23.8% 35.7% 22.6% 27.5%
</TABLE>
April 30,
_________
Balance Sheet 1996 1995
_____ _____
Assets:
Current assets $28,733 $25,003
Plant and equipment, net 27,385 27,729
Other long-term assets 3,048 3,309
________ ________
Total assets $59,166 $56,041
======== ========
Liabilities & Stockholders' Equity:
Current liabilities $ 9,210 $12,687
Long-term debt 9,125 6,122
Minority interest in subsidiary -- (116)
Stockholders' equity 40,831 37,348
_______ _______
Total liabilities & stockholders equity $59,166 $56,041
======= =======
More...
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended April 30, 1996
=================================================================================================
Inland and
Gulf International West Coast Subsea
Services<F1> Services<F2> Services<F3> Products<F4> Total
____________ ______________ ____________ ___________ _________
<S> <C> <C> <C> <C> <C>
Diving and Related Revenues $10,617 $2,292 $4,773 $1,497 $19,179
Diving and Related Expenses $ 7,335 $1,244 $3,370 $ 736 $12,685
Gross Profit $ 3,282 $1,048 $1,403 $ 761 $ 6,494
Gross Profit Percentage 30.9% 45.7% 29.4% 50.8% 33.9%
Three Months Ended April 30, 1995
=================================================================================================
Inland and
Gulf International West Coast Subsea
Services<F1> Services<F2> Services<F3> Products<F4> Total
____________ ______________ ____________ ___________ _________
Diving and Related Revenues $ 7,785 $2,115 $1,267 $1,120 $12,287
Diving and Related Expenses $ 6,622 $1,229 $1,265 $ 703 $ 9,819
Gross Profit $ 1,163 $ 886 $ 2 $ 417 $ 2,468
Gross Profit Percentage 14.9% 41.9% ---% 37.2% 20.0%
<FN>
<F1> Includes diving and related services, pipelay/bury and
derrick barge services provided by American Marine
Construction, Inc. and environmental remediation and oil
spill response services provided by American Pollution
Control, Inc., all of which were performed in the Gulf of
Mexico. The pipelay/bury barge was sold effective March 1, 1996.
<F2> Includes all diving and related services performed outside
the United States and its coastal waters except for Latin
America, which is included in inland and west coast
services.
<F3> Includes diving and related services off the U.S. West
Coast by American Pacific Marine, Inc. and diving and
related services provided by American Inland Divers, Inc.
<F4> Includes manufacturing and marketing of Big Inch pipeline
connectors and Tarpon marginal well production systems.
</FN>
</TABLE>
more . . .
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended April 30, 1996
=================================================================================================
Inland and
Gulf International West Coast Subsea
Services<F1> Services<F2> Services<F3> Products<F4> Total
____________ ______________ ____________ ___________ _________
<S> <C> <C> <C> <C> <C>
Diving and Related Revenues $23,717 $4,068 $10,997 $2,559 $41,341
Diving and Related Expenses $16,491 $2,166 $ 7,351 $1,304 $27,312
Gross Profit $ 7,226 $1,902 $ 3,646 $1,255 $14,029
Gross Profit Percentage 30.5% 46.8% 33.2% 49.0% 33.9%
Six Months Ended April 30, 1995
=================================================================================================
Inland and
Gulf International West Coast Subsea
Services<F1> Services<F2> Services<F3> Products<F4> Total
____________ ______________ ____________ ___________ _________
Diving and Related Revenues $20,211 $4,308 $4,956 $2,450 $31,925
Diving and Related Expenses $14,971 $2,815 $4,222 $1,481 $23,489
Gross Profit $ 5,240 $1,493 $ 734 $ 969 $ 8,436
Gross Profit Percentage 25.9% 34.7% 14.8% 40.0% 26.4%
<FN>
<F1> Includes diving and related services, pipelay/bury and
derrick barge services provided by American Marine
Construction, Inc. and environmental remediation and oil
spill response services provided by American Pollution
Control, Inc., all of which were performed in the Gulf of
Mexico. The pipelay/bury barge was sold effective March 1, 1996.
<F2> Includes all diving and related services performed outside
the United States and its coastal waters except for Latin
America, which is included in inland and west coast
services.
<F3> Includes diving and related services off the U.S. West
Coast by American Pacific Marine, Inc. and diving and
related services provided by American Inland Divers, Inc.
<F4> Includes manufacturing and marketing of Big Inch pipeline
connectors and Tarpon marginal well production systems.
</FN>
</TABLE>
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