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
July 31, 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)
900 Town & Country Lane, Suite 400
Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
(713) 430-1100
(Registrant's telephone number, including area code)
130 E. Kaliste Saloom Road
Lafayette, LA 70508
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On July 31, 1997, Registrant announced its
fiscal 1997 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 July 31, 1997
concerning fiscal 1997 second quarter
earnings and other 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: July 31, 1997
EXHIBIT INDEX
99.1 Press release issued by
American Oilfield Divers, Inc. on
July 31, 1997 concerning fiscal
1997 second quarter earnings and
other matters.
EXHIBIT 99.1
NEWS RELEASE
For further information contact:
Greg Rosenstein Cathy Green
Corporate Development Manager Chief Financial Officer
(713) 430-1100 (713) 430-1100
FOR IMMEDIATE RELEASE
THURSDAY, JULY 31, 1997
AMERICAN OILFIELD DIVERS ANNOUNCES SECOND QUARTER RESULTS
Houston, TX -- American Oilfield Divers, Inc. (NASDAQ: DIVE)
today reported net income of $1.6 million ($0.16 per share) on
revenue of $28.2 million for the fiscal second quarter ended
June 30, 1997, compared with revenue of $26.8 million and net
income of $1.7 million ($0.26 per share) for the same period a
year ago. Weighted average shares outstanding increased from
6,788,000 shares at June 30, 1996 to 10,516,000 shares at June
30, 1997, primarily due to the Company's secondary offering of
3,553,315 common shares which was completed during the first
quarter of 1997.
For the six months ended June 30, 1997, AOD recorded net
income of $1.9 million ($0.19 per share) on revenue of $56.8
million, compared to net income of $1.8 million ($0.27 per
share) on revenue of $46.1 million for the six months ended June
30, 1996.
"The primary reasons behind our positive second quarter
results include strong demand in May and June in the Gulf of
Mexico for our core diving and vessel operations as well as
sales of our pipeline connectors and tie-ins manufactured by Big
Inch Marine Systems, Inc.," said Rodney W. Stanley, AOD's Chief
Executive Officer and President. "This was offset by lower
activity from our Inland/West Coast Services sector, which in
the second quarter of 1996 benefited from the Chevron platform
abandonment project off the California coast. We also
experienced losses at our Hard Suits Inc. subsidiary.
"Increased utilization and rates for our diving personnel,
vessels and equipment in the Gulf of Mexico market resulted in
higher gross profit margins during the second quarter, a trend
we believe will continue for the remainder of the year," Stanley
said. "To further capitalize on growing demand in the Gulf of
Mexico and advance our deepwater expansion strategy, we added
two work-class remotely operated vehicles to our Gulf of Mexico
fleet. We also acquired the M/V AMERICAN DEFENDER, a
dynamically positioned vessel, as well as two additional heavy
work-class ROV systems which we expect to begin working in the
Gulf during the fourth quarter. To address our international
expansion strategy, we closed on the acquisition of Contract
Diving Services, a diving services provider in Perth, Western
Australia. We believe these acquisitions will be additive for
the remainder of 1997."
Companywide, AOD averaged 135 dive crews per day and 54
percent vessel utilization during the second quarter of 1997
compared with 109 dive crews per day and 53 percent vessel
utilization during the second quarter of 1996. The Company's
gross profit percentage was 39 percent in the second quarter of
1997 compared with 34 percent in the second quarter of 1996.
"Going forward, management's priorities include lowering SG&A
and other costs, reducing losses at Hard Suits, and advancing
our deepwater, high-tech and international strategies," Stanley
said. "We have taken initial steps in reducing costs with the
closure of our Dubai operations, and we will continue to review
our other operations in an effort to maximize shareholder value.
Without the losses at Hard Suits, AOD would have earned $0.20
per share during the second quarter. However, we are encouraged
by the Hard Suits' technology in support of our intervention
services strategy and believe we will see increased sales from
our military products over the longer term."
more . . .
<PAGE>
Through 25 days of the third quarter of fiscal 1997, the
Company has averaged approximately 148 dive crews per day and
approximately 72 percent vessel utilization. This compares to
139 dive crews per day and 59 percent vessel utilization for the
third quarter of fiscal 1996.
Statements in this press release that are not statements of
historical fact are forward-looking statements involving risks
and assumptions that could cause actual results to vary
materially from those predicted, including, among other things,
prices of crude oil and natural gas, weather conditions in
offshore markets, capital expenditures by customers and the
Company's ability to procure large turnkey projects.
American Oilfield Divers, Inc., is a leading provider of
diving services, subsea products, marine construction and
environmental services to the offshore oil and gas industry,
primarily in the U.S. Gulf of Mexico, U.S. West Coast,
internationally and to certain U.S. inland customers.
Tables follow . . .
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
Consolidated Results of Operations and Financial Position
($ in thousands except for per share amounts)
Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
Income Statement 1997 1996 1997 1996
---- ---- ---- ----
Diving and related revenues $28,177 $26,829 $56,753 $46,057
------ ------ ------ ------
Gross profit 10,880 9,177 19,634 15,784
Selling, general and administrative
expenses 6,282 4,781 12,117 9,501
Depreciation and amortization 2,258 1,404 4,576 3,266
Operating income 2,340 2,992 2,941 3,017
Other income (expense), net 537 (7) 332 142
------- ------- ------- -------
Income before income taxes 2,877 2,985 3,273 3,159
Income tax provision 1,235 1,250 1,405 1,320
------- ------- ------- -------
Net income $ 1,642 $ 1,735 $ 1,868 $ 1,839
======= ======= ======= =======
Net income per share $ .16 $ .26 $ .19 $ .27
======= ======= ======= =======
Weighted average shares outstanding 10,516 6,788 9,707 6,750
======= ======= ======= =======
Operational Data
Dive crew days 12,284 9,946 23,809 16,878
Dive crews per day 135 109 132 93
Diving support vessel utilization 54% 53% 51% 50%
Earnings before interest, taxes,
depreciation and
amortization (EBITDA) $4,598 $4,396 $7,517 $6,283
EBITDA as % of revenue 16.3% 16.4% 13.2% 13.6%
SG&A as % of revenue 22.3% 17.8% 21.4% 20.6%
Gross profit % 38.6% 34.2% 34.6% 34.3%
More...
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended June 30, 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 $17,025 $3,036 $3,823 $4,293 $28,177
Diving and Related Expenses $10,062 $2,013 $2,736 $2,486 $17,297
Gross Profit $ 6,963 $1,023 $1,087 $1,807 $10,880
Gross Profit Percentage 40.9% 33.7% 28.4% 42.1% 38.6%
Three Months Ended June 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 $11,453 $3,132 $9,811 $2,433 $26,829
Diving and Related Expenses $ 7,772 $2,000 $6,526 $1,354 $17,652
Gross Profit $ 3,681 $1,132 $3,285 $1,079 $ 9,177
Gross Profit Percentage 32.1% 36.1% 33.5% 44.3% 34.2%
<F1> Includes diving and related services, 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.
<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 June 30, 1997 also includes manufacturing and
marketing of Tarpon Concrete Storage Systems and Hard Suits Inc.
products.
</TABLE>
more . . .
<PAGE>
<TABLE>
<CAPTION>
Six Months Ended June 30, 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 $30,486 $5,877 $11,612 $8,778 $56,753
Diving and Related Expenses $20,004 $3,620 $ 8,574 $4,921 $37,119
Gross Profit $10,482 $2,257 $ 3,038 $3,857 $19,634
Gross Profit Percentage 34.4% 38.4% 26.2% 43.9% 34.6%
Six Months Ended June 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 $22,257 $5,432 $14,776 $3,592 $46,057
Diving and Related Expenses $15,460 $3,022 $ 9,871 $1,920 $30,273
Gross Profit $ 6,797 $2,410 $ 4,905 $1,672 $15,784
Gross Profit Percentage 30.5% 44.4% 33.2% 46.5% 34.3%
<F1> Includes diving and related services, 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.
<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 six
months ended June 30, 1997 also includes manufacturing and
marketing of Tarpon Concrete Storage Systems and Hard Suits Inc.
products.
</TABLE>
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