-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DELd7CRlc316GdJVco5NwHtLlPnMoN8pzHBVvR8r5UoIpe/hNvBq5o++EpM3Z2MC v6B3NvshyIl4THyHMRXsog== 0000906280-97-000027.txt : 19970312 0000906280-97-000027.hdr.sgml : 19970312 ACCESSION NUMBER: 0000906280-97-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970225 ITEM INFORMATION: Other events FILED AS OF DATE: 19970311 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN OILFIELD DIVERS INC CENTRAL INDEX KEY: 0000906520 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 720918249 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22032 FILM NUMBER: 97554578 BUSINESS ADDRESS: STREET 1: 130 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182344590 MAIL ADDRESS: STREET 1: 130 E KALISTE SALOOM ROAD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 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) 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 EX-99 2 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. Tables follow . . . AMERICAN OILFIELD DIVERS, INC. Consolidated Results of Operations and Financial Position ($ in thousands except for per share amounts)
Fiscal Year Three Months Ended Year Ended Ended December 31, December 31, October 31 ------------ ------------- ----------- Income Statement 1996 1995 1996 1995 1995 ---- ---- ---- ---- ---- 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%
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 ======= ======= 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...
Three Months Ended December 31, 1996 ========================================================================================== Inland and Gulf International West Coast Subsea Services Services Services Products Total ---------- ---------- ---------- ---------- --------- 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%
Three Months Ended December 31, 1995 ========================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total ---------- ---------- ---------- ---------- --------- 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% 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. 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. 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. 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.
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Year Ended December 31, 1996 ========================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total ---------- ---------- ---------- ---------- --------- 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%
Year Ended December 31, 1995 ========================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total ---------- ---------- ---------- ---------- --------- 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% 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. 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. 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. 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.
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