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
May 1, 1997
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
of incorporation). Number)
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 May 1, 1997, American Oilfield Divers, Inc.
("Registrant"), announced its first quarter earnings
for the quarter ended March 31, 1997 and related
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 the Registrant
on May 1, 1997 announcing its first
quarter earnings for the quarter ended
March 31, 1997 and related matters.
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: May 2, 1997
<PAGE>
EXHIBIT INDEX
99.1 Press release issued by the Registrant
announcing its first quarter earnings
for the quarter ended March 31, 1997
and related matters.
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
FOR IMMEDIATE RELEASE
THURSDAY, MAY 1, 1997
AMERICAN OILFIELD DIVERS, INC. ANNOUNCES FIRST
QUARTER RESULTS
Lafayette, LA -- American Oilfield Divers, Inc.
(NASDAQ: DIVE) today reported revenue of $28.6
million and net income of approximately $226,000 (or
$0.03 per share) for the first quarter ended March
31, 1997, compared with revenue of $19.2 million and
net income of $104,000 (or $0.02 per share) for the
same period a year ago. Weighted average shares
outstanding increased from 6,709,497 shares at March
31, 1996 to 8,889,638 shares at March 31, 1997,
reflecting the Company's secondary offering of
3,553,315 common shares which was completed during
the first quarter of 1997.
"During the first quarter, utilization of our dive
crews and diving support vessels in the Gulf of
Mexico and West Africa increased," stated Rod
Stanley, AOD's President and Chief Executive Officer.
"Despite increased revenue in the Company's four
geographic sectors, rates for personnel, equipment
and vessels remained relatively flat compared to
rates for the same period a year ago, while vessel
and personnel costs increased. Also during the first
quarter our jackup derrick barge and our four West
Coast diving support vessels experienced low
utilization levels, contributing to lower gross
profit margins."
Companywide, AOD averaged 128 dive crews per day
and 47 percent vessel utilization on 20 vessels
during the first quarter of 1997 compared with 84
dive crews per day and 41 percent vessel utilization
on 15 vessels during the comparable period in 1996.
"The relatively flat rates experienced in the first
quarter are typical for this period, reflecting the
cyclical nature of the Gulf of Mexico market,"
Stanley said. "However, we have seen rates, on a
case-by-case basis, starting to increase as we move
closer to the traditional diving season. In fact,
rates on current bids are currently higher than rates
achieved during the height of last year's diving
season, which typically runs from June to October.
In addition, we are encouraged by the progress of our
strategy to increase exposure in deepwater and
international markets," Stanley stated. "We have
exercised our option to purchase the Scorpion work-
class remotely operated vehicle (ROV), which we were
previously leasing. In addition, we will take
delivery of a Triton 2,500 meter work-class ROV in
September, and intend to increase this fleet when we
see strategic opportunities."
Through 30 days of the second quarter of 1997, the
Company averaged approximately 109 dive crews per day
and approximately 37 percent vessel utilization on 20
vessels. This compares to 82 dive crews per day and
33 percent vessel utilization on 15 vessels for the
same period in 1996.
U.S. Navy purchases $1.6 million Launch and Recovery
System
As part of the previously announced Omnibus
contract between the U.S. Navy and the Company's
subsidiary Hard Suits Inc. for the purchase of up to
$10 million worth of equipment, the U.S. Navy ordered
a launch and recovery system valued at $1.6 million,
which is expected to be delivered by the third
quarter of 1997. In addition, the U.S. Navy
exercised an option to increase quantities of a
previously executed contract for the purchase of
engineering services, a launch and recovery skid, and
miscellaneous ancillary equipment associated with the
launch and recovery system. This increase totals
$509,000.
more . . .
<PAGE>
American Inland Divers awarded contract worth between
$1.1 and $1.5 million
American Inland Divers announced today that it has
been awarded a dock rehabilitation project by the
Port Isabel/San Benito (Texas) Navigation District
worth between $1.1 million and $1.5 million, subject
to finalization of the definitive contract.
The turnkey project, scheduled to begin in May and
end in December 1997, includes, among other things,
demolition and installation of approximately 600 feet
of sheetpile bulkhead, concrete placement and
installation of mooring devices.
Update on American Intrepid mishap
The investigation into the previously reported
American Intrepid mishap is continuing. Stanley
said, "Although we are disappointed by the loss of
the jackup derrick barge, we are grateful that no
injuries were suffered. The safe evacuation of all
personnel aboard is a testament to the character and
skill of our offshore personnel, and their training
and dedication."
Statements in this press release that are not
statements of historical fact are forward-looking
statements involving risks and assumptions that could
cause actual results to vary materially from those
predicted, including, among other things, prices of
crude oil and natural gas, weather conditions in
offshore markets, capital expenditures by customers
and the Company's ability to procure large turnkey
projects and to penetrate deepwater markets.
American Oilfield Divers, Inc., is a leading
provider of diving services, subsea products, marine
construction and environmental services to the
offshore oil and gas industry, primarily in the U.S.
Gulf of Mexico, U.S. West Coast, internationally and
to certain U.S. inland customers.
Tables follow . . .
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
Consolidated Results of Operations and Financial Position
($ in thousands except for per share amounts)
(unaudited)
Three Months Ended
__________________
March 31,
________
Income Statement 1997 1996
---- ----
Diving and related revenues $28,576 $19,228
------ ------
Gross profit 8,754 6,607
----- -----
Selling, general and administrative expenses 5,835 4,720
Depreciation and amortization 2,318 1,862
------ -----
Operating income 601 25
Other income (expense), net (205) 149
------ -----
Income before income taxes 396 174
Income tax provision 170 70
------ -----
Net income $ 226 $ 104
======= ======
Net income per share $ .03 $ .02
======= ======
Weighted average shares outstanding 8,890 6,709
======= ======
Operational Data
Dive crew days 11,525 7,676
Dive crews per day 128 84
Diving support vessel utilization 47% 41%
Earnings before interest, taxes,
depreciation and amortization (EBITDA) $2,919 $1,887
EBITDA as % of revenue 10.2% 9.8%
SG&A as % of revenue 20.4% 24.5%
Gross Profit % 30.6% 34.4%
More...
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31, 1997
==============================================================================================
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 $13,461 $2,841 $7,789 $4,485 $28,576
Diving and Related Expenses $ 9,942 $1,607 $5,837 $2,436 $19,822
Gross Profit $ 3,519 $1,234 $1,952 $2,049 $ 8,754
Gross Profit Percentage 26.1% 43.4% 25.1% 45.7% 30.6%
Three Months Ended March 31, 1996
==============================================================================================
Inland and
Gulf International West Coast Subsea
Services<F1> Services<F2> Services<F3> Products<F4> Total
-------- ------------- ------------- ------------- -------
Diving and Related Revenues $10,804 $2,300 $4,965 $1,159 $19,228
Diving and Related Expenses $ 7,688 $1,022 $3,345 $ 566 $12,621
Gross Profit $ 3,116 $1,278 $1,620 $ 593 $ 6,607
Gross Profit Percentage 28.8% 55.6% 32.6% 51.2% 34.4%
<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. The three months ended March 31,
1997 also includes manufacturing and marketing of
Tarpon concrete storage systems and Hard Suits Inc.
products.
####
</TABLE>
