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
February 25, 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 jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification 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 February 25, 1997, the Registrant announced its
fourth quarter and 12-month earnings for the year ended
December 31, 1996 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 February
25, 1997 announcing its fourth quarter and 12-
month earnings for the year ended December 31, 1996
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 - Finance
and Chief Financial Officer
Dated: March 3, 1997
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
TUESDAY, FEBRUARY 25, 1997
AMERICAN OILFIELD DIVERS, INC. ANNOUNCES FOURTH QUARTER, YEAR-END RESULTS;
COMPANY REPORTS RECORD REVENUE AND PROFITABILITY FOR FISCAL YEAR 1996
Lafayette, LA -- American Oilfield Divers, Inc. (NASDAQ: DIVE) today
reported revenue of $26.3 million and net income of $331,000 ($0.05 per
share) for the fourth quarter ended December 31, 1996, and record
revenue and net income of $105.8 million and $5.0 million ($0.74 per
share), respectively, for the year ended December 31, 1996.
Both fourth quarter revenue and net income increased compared with
revenue of $25.2 million and net income of $262,000 ($0.04 per share)
for the same period a year ago, despite the effect of the costs
associated with the acquisition of Hard Suits Inc. ("HSI"). AOD's core
business, exclusive of HSI, reflected profits of $0.13 per share in the
fiscal 1996 fourth quarter, compared to the $0.04 per share in net
income for the same period in 1995.
"We are pleased with AOD's turnaround in 1996 and look forward to the
challenges of 1997," said Rod Stanley, AOD's President and CEO. "Our
record profitability of 1996 and recently completed secondary offering
provide us with a healthy balance sheet and solid foundation to pursue
our growth strategy. Going forward, we intend to continue developing
and implementing our total project management capabilities in an effort
to pursue projects that can utilize our diversified subsea services and
products. This development and implementation process includes
integrating assets acquired in 1996 into AOD's core business, as well as
examining expansion opportunities in growing markets."
Companywide, AOD averaged 103 dive crews per day and 49 percent vessel
utilization on 20 vessels during the fourth quarter of 1996 compared
with 99 dive crews per day and 50 percent vessel utilization on 14
vessels during the comparable period in 1995.
Through 55 days of the first quarter of fiscal 1997, the Company
averaged approximately 116 dive crews per day and approximately 45
percent vessel utilization. This compares to 87 dive crews per day and
44 percent vessel utilization for the same period in 1996.
"The higher activity during the first quarter of 1997 to date was
achieved despite seven more weather days in 1997 as compared to the same
period in 1996," Stanley said.
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.
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.
<PAGE>
Tables follow . . .
AMERICAN OILFIELD DIVERS, INC.
Consolidated Results of Operations and Financial Position
($ in thousands except for per share amounts)
<TABLE>
<CAPTION>
Fiscal Year
Three Months Ended Year Ended Ended
December 31, December 31, October 31
------------ ------------- -----------
Income Statement 1996 1995 1996 1995 1995<F1>
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Diving and related revenues $26,306 $25,197 $105,772 $88,886 $88,660
------ ------ ------- ------ ------
Operating income 1,092 987 9,405 1,066 1,098
Other expense, net (281) (329) (434) (1,314) (1,249)
_______ ________ ________ ________ _______
Income (loss) before income
taxes and minority interest 811 658 8,971 (248) (151)
Income tax provision 480 280 3,950 --- 62
Minority interest --- 116 --- 116 116
________ _______ ________ ________ _______
Net income (loss) $ 331 $ 262 $ 5,021 $ (364) $ (329)
======== ======= ======== ======== =======
Net income (loss) per share $ .05 $ .04 $ .74 $ (.05) $ (.05)
======== ======= ======== ======== =======
Weighted average shares
outstanding 6,840 6,709 6,787 6,709 6,709
======== ======= ======== ======== =======
Operational Data
Dive crew days 9,497 9,139 40,131 35,493 35,869
Dive crews per day 103 99 110 97 98
Diving support vessel utilization 49% 50% 51% 45% 47%
Earnings before interest, taxes,
depreciation and amortization
(EBITDA) $3,170 $2,344 $16,220 $6,219 6,162
EBITDA as % of revenue 12.1% 9.3% 15.3% 7.0% 7.0%
SG&A as % of revenue 18.0% 20.7% 18.4% 22.0% 21.8%
Gross Profit % 30.0% 30.0% 33.8% 29.0% 28.7%
</TABLE>
December 31, December 31,
Balance Sheet 1996 1995
_____________ _____ ____
Assets:
Current assets $35,734 $34,851
Other long-term assets 57,173 29,070
_______ _______
Total assets $92,907 $63,921
======= =======
Liabilities & Stockholders' Equity:
Current liabilities $23,512 $18,953
Deferred tax liability 2,601 ---
Long-term debt 8,459 5,413
Other liabilities 12,490 ---
Stockholders' equity 45,845 39,555
_______ _______
Total liabilities & stockholders equity $92,907 $63,921
======= =======
<F1> In June 1996, the Board of Directors of American Oilfield Divers,
Inc., changed the Company's fiscal year end from October 31 to December
31. Information for the three months ended and the year ended December
31, 1995 is presented for comparison purposes only.
More...
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended December 31, 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 $ 12,485 $ 1,635 $ 7,970 $ 4,216 $ 26,306
Diving and Related Expenses $ 9,163 $ 1,204 $ 4,907 $ 3,135 $ 18,409
Gross Profit $ 3,322 $ 431 $ 3,063 $ 1,081 $ 7,897
Gross Profit Percentage 26.7% 26.4% 38.4% 25.6% 30.0%
</TABLE>
<TABLE>
<CAPTION>
Three Months Ended December 31, 1995
=========================================================================================
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 $ 14,618 $ 2,582 $ 6,778 $ 1,219 $ 25,197
Diving and Related Expenses $ 10,988 $ 1,975 $ 3,880 $ 795 $ 17,638
Gross Profit $ 3,630 $ 607 $ 2,898 $ 424 $ 7,559
Gross Profit Percentage 24.8% 23.5% 42.8% 34.8% 30.0%
<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. The three months ended
December 31, 1996 also includes manufacturing and marketing of Tarpon
concrete storage systems and Hard Suits Inc. products.
</FN>
</TABLE>
more . . .
<TABLE>
<CAPTION>
Year Ended December 31, 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 $ 53,220 $ 7,837 $ 34,097 $ 10,618 $ 105,772
Diving and Related Expenses $ 36,037 $ 5,490 $ 22,025 $ 6,514 $ 70,066
Gross Profit $ 17,183 $ 2,347 $ 12,072 $ 4,104 $ 35,706
Gross Profit Percentage 32.3% 29.9% 35.4% 38.7% 33.8%
</TABLE>
<TABLE>
<CAPTION>
Year Ended December 31, 1995
=========================================================================================
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 $ 49,987 $ 16,653 $ 15,180 $ 7,066 $ 88,886
Diving and Related Expenses $ 38,118 $ 10,837 $ 10,074 $ 4,095 $ 63,124
Gross Profit $ 11,869 $ 5,816 $ 5,106 $ 2,971 $ 25,762
Gross Profit Percentage 23.7% 34.9% 33.6% 42.0% 29.0%
<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. The year ended December
31, 1996 also includes manufacturing and marketing of Tarpon concrete
storage systems and Hard Suits Inc. products.
</FN>
</TABLE>
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