-----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, CNoA/L8khHOfs/FJDT8sb7D5BSapzW/TH3OWXCUNB9214wJO1HqgkklAmuVt6GOl fnPvrBd1d1LEANgxUXWhnw== 0000906520-97-000012.txt : 19971117 0000906520-97-000012.hdr.sgml : 19971117 ACCESSION NUMBER: 0000906520-97-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19971106 ITEM INFORMATION: FILED AS OF DATE: 19971114 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: SEC FILE NUMBER: 000-22032 FILM NUMBER: 97721345 BUSINESS ADDRESS: STREET 1: 900 TOWN & COUNTRY LANE SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134301100 MAIL ADDRESS: STREET 1: 900 TOWN & COUNTRY LANE SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77024 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 November 5, 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) Not Applicable (Former name or former address, if changed since last report) Item 5. Other Events. On November 6, 1997, Registrant announced its fiscal 1997 third quarter earnings and other matters. Such matters are described in the press release attached hereto as Exhibit 99.1. On November 13, 1997, Registrant announced awards of approximately $10 million in projects. 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 November 6, 1997 concerning fiscal 1997 third quarter earnings and other matters. 99.2 Press release issued by American Oilfield Divers, Inc. on November 13, 1997 concerning awards of approximately $10 million in projects. 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 (Principal Financial and Accounting Officer) Dated: November 13, 1997 EXHIBIT INDEX 99.1 Press release issued by American Oilfield Divers, Inc. on November 6, 1997 concerning fiscal 1997 third quarter earnings and other matters. 99.2 Press release issued by American Oilfield Divers, Inc. on November 13, 1997 concerning the awards of $10 million in projects. EX-99 2 EXHIBIT 99.1 Exhibit 99.1 NEWS RELEASE For further information contact: Greg Rosenstein Kevin C. Peterson Churchill Group Inc. Chief Operating Officer (713) 430-1100 (713) 430-1100 FOR IMMEDIATE RELEASE THURSDAY, NOVEMBER 6, 1997 AMERICAN OILFIELD DIVERS ANNOUNCES THIRD QUARTER RESULTS Houston, TX -- American Oilfield Divers, Inc. (NASDAQ: DIVE) today announced net income of $1.7 million ($0.16 per share) on revenue of $37.2 million for the fiscal third quarter ended September 30, 1997. However, due to non-recurring charges of $2.3 million, after tax, the Company reported a net loss of $622,000 ($.06 per share). As previously disclosed on September 8, 1997, AOD booked an after-tax charge of $1.5 million related to the writedown of goodwill associated with the Company's Hard Suits Inc. subsidiary, and an after-tax charge of $292,000 related to the closure of American Inland Divers' Kansas office. Additionally, the Company established reserves of approximately $522,000 after-tax related to American Marine Construction, Inc.'s platform abandonment contract. "The delayed commencement of key vessel operations during the quarter and excessive operational costs incurred on the first contract for one of these vessels due to unanticipated mechanical failures have negatively impacted our third quarter results," said Rod W. Stanley, President and Chief Executive Officer of American Oilfield Divers. "We continue our long-term focus on expansion into deepwater Gulf of Mexico and international markets which in turn is increasing both SG&A and depreciation as we add deepwater assets and key management infrastructure, negatively impacting short term results while positioning the Company for long-term growth." The Company's revenues increased by 11% over the third quarter of 1996, which includes a 10% increase in AOD's core Gulf of Mexico business plus revenues from Hard Suits Inc., Contract Diving Services, Inc., and Tarpon Concrete Storage Systems, all of which were acquired after third quarter 1996. Revenue in the third quarter of 1996 included $6.9 million attributed to the Chevron platform abandonment project successfully performed by AOD's west coast subsidiary. AOD's gross profit margins, exclusive of the pretax charge of $727,000 in the Gulf Services group, decreased from 36% to 32%, primarily due to the lower activity levels/margins in the Inland/West Coast Services sector and lower margins in the Subsea Products sector. The Company's SG&A, exclusive of the pretax charge of $254,000, increased 31% over the same quarter a year ago, primarily due to costs associated with the newly acquired Hard Suits Inc. and Commercial Diving Services Inc. subsidiaries, the addition of international and deepwater management infrastructure and the addition of the new Houston headquarters. The Company's net profit margin decreased from 9% in the third quarter of 1996 to 5%, for the third quarter of 1997, prior to non-recurring items. The Company's present backlog is estimated at $30 million, the largest in Company history. more . . . Regional Review/Outlook - -Americas As part of its ongoing efforts to streamline its business, the Company closed its Harvey, Louisiana office, consolidated key personnel to its New Orleans office and Port of Iberia, Louisiana operating base, and effective October 31, 1997, sold its American Pollution Control, Inc. subsidiary for an undisclosed sum. The core Gulf of Mexico diving and vessel business continues to experience strong utilization with gradually increasing dayrates. In addition, the Company has mobilized its first-ever project in Brazil utilizing one of its Hard Suit atmospheric diving systems consisting of two suits. The American Constitution saturation diving vessel is now fully on-line. The dynamically positioned vessel American Defender is now expected on-line by December 1997, complete with the deepwater work-class ROV Triton(R) XL. - -Asia Pacific To date, Contract Diving Services has yet to realize its full potential and add profitability, however, the entry into the Asia Pacific market is producing significant long-term opportunities, including field development for Tarpon Systems, subsea pipeline connector sales and projects involving the use of remotely operated vehicles (ROVs), Hard Suits and other remote intervention technologies. - -Europe/Africa The Company experienced a major turnaround in its West Africa operations during the third quarter of 1997 with revenue increases of 400%, and gross profit margins in line with AOD's core business. - -Inland Excluding $6.9 million in revenue attributed to last year's Chevron platform abandonment project, the Inland/West Coast core business has increased 50% over last year. The backlog and bidding opportunities of the Inland/West Coast service sector continues to grow as the Company's general contracting capabilities are further developed. - -Products The Company's Subsea Products sector underperformed during the third quarter as a result of timing of subsea product delivery at its Big Inch Marine subsidiary and losses at Hard Suits of approximately $.05 per share, after tax, during the third quarter. However, Big Inch has a strong backlog and strong year-to-date results, and Tarpon Systems added profitability through both of its steel and concrete products divisions. Statements in this press release regarding profitability of Hard Suits, utilization and dayrates in the Gulf of Mexico, opportunities in the Asia-Pacific market, and the Company's Inland/West Coast sector and other statements included herein that are not statements of historical fact are forward-looking statements involving factors that could cause actual results to vary materially from those predicted. The Company's ability to return Hard Suits to profitability depends on among other things, securing government defense contracts for its product lines, development of new products and the timing of such revenues. Other forward-looking statements depend upon, among other things, prices of crude oil and natural gas, weather conditions in offshore markets, capital expenditures by customers and the Company's ability to procure large turnkey projects. American Oilfield Divers, Inc., is a leading provider of diving and intervention services, subsea products and marine construction services to the offshore oil and gas industry, primarily in the U.S. Gulf of Mexico, U.S. West Coast, internationally and to certain U.S. inland customers. Tables follow . . . AMERICAN OILFIELD DIVERS, INC. Consolidated Results of Operations and Financial Position ($ in thousands except for per share amounts) Three Months Ended Nine Months Ended September 30, September 30, ------------ ------------- Income Statement 1997 1996 1997 1996 ---- ---- ---- ---- Revenues $37,154 $33,409 $93,907 $79,466 ------ ------ ------ ------ Gross profit 11,348 12,025 30,982 27,809 Selling, general and administrative expenses 7,154 5,258 19,271 14,759 Depreciation and amortization 4,373 1,471 8,949 4,737 ------ ------- ------ ------ Operating income (179) 5,296 2,762 8,313 Other income (expense), net 177 (295) 509 (153) ------ ------- ------ ------ Income before income taxes (2) 5,001 3,271 8,160 Income tax provision 620 2,150 2,025 3,470 ------ ------- ------ ------ Net income (622) $ 2,851 $ 1,246 $ 4,690 ======= ======= ====== ====== Net income per share $ (.06) $ .42 $ .13 $ .69 ======= ======= ====== ====== Weighted average shares outstanding 10,588 6,806 10,002 6,769 ======= ======= ====== ====== Operational Data Dive crew days 13,825 12,752 37,634 29,630 Dive crews per day 150 139 138 108 Diving support vessel utilization 59% 59% 54% 52% Earnings before interest, taxes, depreciation and amortization (EBITDA) $4,178 $6,767 $11,711 $13,050 EBITDA as % of revenue 11.2% 20.3% 12.5% 16.4% SG&A as % of revenue 19.4% 15.7% 20.5% 18.6% Gross profit % 30.6% 36.0% 33.0% 35.0% More...
Three Months Ended September 30, 1997 ============================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total --------- --------- --------- ---------- ------- Revenues $20,299 $ 5,269 $ 7,317 $ 4,269 $37,154 Expenses $13,851 $ 3,463 $ 5,248 $ 3,244 $25,806 Gross Profit $ 6,448 $ 1,806 $ 2,069 $ 1,025 $11,348 Gross Profit Percentage 31.8% 34.3% 28.3% 24.0% 30.5%
Three Months Ended September 30, 1996 ============================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total --------- --------- --------- ---------- ------- Revenues $18,478 $ 770 $ 11,351 $2,810 $33,409 Expenses $11,414 $1,264 $ 7,247 $1,459 $21,384 Gross Profit $ 7,064 $ (494) $ 4,104 $1,351 $12,025 Gross Profit Percentage 38.2% (64.2)% 36.2% 48.1% 36.0% Includes operations in the Company's Americas Region, which encompasses diving, vessel and related services, and environmental remediation and oil spill response services provided by American Pollution Control, Inc., all of which were performed in the Gulf of Mexico. Includes diving and related services performed by the Company's Asia Pacific and Europe/Africa Regions. Includes diving and related services off the U.S. West Coast and in Latin America 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 September 30, 1997 also includes manufacturing and marketing of Tarpon Concrete Storage Systems and Hard Suits Inc. products. more . . .
Nine Months Ended September 30, 1997 ============================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total --------- --------- --------- ---------- ------- Revenues $50,785 $11,146 $18,929 $13,047 $93,907 Expenses $33,855 $ 7,083 $13,822 $ 8,165 $62,925 Gross Profit $16,930 $ 4,063 $ 5,107 $ 4,882 $30,982 Gross Profit Percentage 33.3% 36.5% 27.0% 37.4% 33.0%
Nine Months Ended September 30, 1996 ============================================================================================= Inland and Gulf International West Coast Subsea Services Services Services Products Total --------- --------- --------- ---------- ------- Revenues $40,735 $6,202 $26,127 $6,402 $79,466 Expenses $26,874 $4,286 $17,118 $3,379 $51,657 Gross Profit $13,861 $1,916 $ 9,009 $3,023 $27,809 Gross Profit Percentage 34.0% 30.9% 34.5% 47.2% 35.0% Includes operations in the Company's Americas Region, which encompasses diving, vessel 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. Includes diving and related services performed by the Company's Asia Pacific and Europe/Africa Regions. Includes diving and related services off the U.S. West Coast and in Latin America 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 September 30, 1997 also includes manufacturing and marketing of Tarpon Concrete Storage Systems and Hard Suits Inc. products. # # # #
EX-99 3 EXHIBIT 99.2 NEWS RELEASE For further information contact: Greg Rosenstein Kevin C. Peterson Churchill Group Inc. Chief Operating Officer (713) 781-0020 (713) 430-1100 FOR IMMEDIATE RELEASE THURSDAY, NOVEMBER 13, 1997 AMERICAN OILFIELD DIVERS ANNOUNCES $10 MILLION MIX OF PROJECTS Houston, TX -- American Oilfield Divers, Inc. (NASDAQ: DIVE) today announced it has received letters of award for three projects worth approximately $10 million, bringing its total backlog to approximately $40 million - largest in Company history. The three projects include a Tarpon offshore guyed caisson structure expected to be installed in Southeast Asia in the first quarter of fiscal 1998 worth approximately $2 million and a sale by Hard Suits Inc. to the Italian government worth approximately $1.2 million. The third project involves the plugging and abandonment of approximately 37 underwater wells for private industry in the Midwest. The project is scheduled to be performed by the Company's inland group over the next three years for approximately $6.6 million. Although it is possible for the project to be completed sooner, the project is expected to contribute approximately $2.2 million in revenues over each of the next three years. The three projects remain subject to the finalization of an acceptable definitive contract and the satisfaction of other conditions precedent customary to projects of this type. "The size and diversity of the three projects are an example of the successful implementation of our strategy to identify and exploit certain international market niches and undertake larger turnkey projects and provides momentum for us in 1998," said Rod Stanley, the Company's President and CEO. Statements in this press release regarding opportunities for Tarpon and Hard Suits, and in the Asia-Pacific market, and the Company's Inland/West Coast sector and other statements included herein that are not statements of historical fact are forward-looking statements involving factors that could cause actual results to vary materially from those predicted. Such forward- looking statements depend upon, among other things, further market penetration of the Tarpon and Hard Suits product line, 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 and intervention services, subsea products and marine construction 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. # # # # -----END PRIVACY-ENHANCED MESSAGE-----