-----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, CunkUD8g+xEiv59GXuFuqauWczNLEYX7j2adW2KNg1miEfIWqppKJZqBgYTBvIsu e/uSXi+RYWh0lDOB5wJsMg== 0000906520-98-000001.txt : 19980304 0000906520-98-000001.hdr.sgml : 19980304 ACCESSION NUMBER: 0000906520-98-000001 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980224 ITEM INFORMATION: FILED AS OF DATE: 19980303 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: 98556169 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 February 24, 1998 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 & County 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 February 24, 1998, the Registrant announced its fourth quarter and 12-month earnings for the year ended December 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 February 24, 1998 announcing its fourth quarter and 12-month earnings for the year ended December 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-Finance and Chief Financial Officer Dated: February 26, 1998 EXHIBIT INDEX 99.1 Press release issued by the Registrant on February 24, 1998 announcing its fourth quarter and 12-month earnings for the year ended December 31, 1997 and related matters. EX-99 2 EXHIBIT 99.1 EXHIBIT 99.1 NEWS RELEASE For further information contact: Kevin C. Peterson Cathy M. Green Chief Operating Officer Chief Financial Officer (713) 430-1100 (713) 430-1100 FOR IMMEDIATE RELEASE TUESDAY, FEBRUARY 24, 1998 CEANIC ANNOUNCES FOURTH QUARTER, 1997 YEAR-END RESULTS Houston, Texas -- American Oilfield Divers, Inc. doing business as Ceanic (NASDAQ: DIVE) today reported revenue of $38.8 million and net income of $985,000 ($0.09 per share) for the fourth quarter ended December 31, 1997, and revenue and net income of $132.7 million and $2.2 million ($0.22 per share), respectively, for the year ended December 31, 1997. Both fourth quarter revenue and net income increased compared with revenue of $26.3 million and net income of $331,000 for the same period a year ago. Revenues increased 25% to $132.7 million in fiscal 1997 compared to $105.8 million for fiscal 1996, but net income decreased to $2.2 million in fiscal 1997 compared to $5.0 million in fiscal 1996. However, Ceanic would have recorded net income of approximately $4.5 million ($0.44 per share) in fiscal 1997 had Ceanic not recorded non-recurring charges totaling $2.3 million, after tax, as previously reported in the fiscal 1997 third quarter. "Although we recorded a healthy 25% annual revenue growth rate and our core markets remain strong, we elected to focus on the achievement of our long-term strategy towards the deep-water and international markets which, in turn, affected our short-term profitability," said Rod Stanley, Ceanic's President and CEO. "We have added significant capital assets and experienced management expertise in 1997 with the resultant increased levels of SG&A and depreciation expense. Although they did not reach their full potential in fiscal 1997, these added resources should pay dividends for years to come." Kevin Peterson, Ceanic's COO, added, " We view 1997 as our transition year to focus internally and position ourselves as a deepwater, high technology provider of innovative solutions both in our traditional subsea markets and in our various emerging markets such as field development and government services. We expect our profitability in fiscal 1998 to begin to reflect the implementation of our long-term strategy." The 25% increase in revenue was primarily attributable to significantly higher activity levels in Ceanic's Americas and Europe Africa Regions, and to revenue attributable to Ceanic's relatively new business units such as its Asia Pacific Region, and Concrete Products and HardSuits Divisions. Ceanic's gross profit margins remained relatively flat for fiscal 1997 at 32.8% compared to 33.8% for fiscal 1996 primarily due to lower activity levels in the General Contracting Division and lower margins in the Subsea Products Division. Ceanic's SG&A increased 41% to $27.4 million in fiscal 1997 compared to $19.5 million for fiscal 1996 primarily due to costs associated with the newly acquired Hard Suits and Contract Diving Services, Pty. Ltd., the addition of international and deepwater management infrastructure, the addition of the new Houston headquarters and the added costs of supporting increased activities in the Americas Region. Ceanic has attracted seasoned executives from much larger companies desiring to work in an aggressive, growth company; since March 1997, Ceanic has added approximately four hundred years of subsea and topside oilfield service management experience. Ceanic's depreciation and amortization expense increased 72% to $11.7 million for fiscal 1997 compared to $6.8 million in fiscal 1996. This increase is primarily attributable to the addition of significant capital assets to the company's product and service offerings as well as to the $1.5 million write-down of goodwill associated with the Company's Hard Suits subsidiary taken in the third quarter of 1997. Regional Review/Outlook Americas Region Ceanic's core Gulf of Mexico diving and vessel business experienced strong utilization with gradually increasing dayrates in fiscal 1997, while accounting for approximately 51% of Ceanic's overall revenue and 54% of Ceanic's overall gross profits in fiscal 1997. As a result of the strong demand for its services in this region, Ceanic recorded record dive crew days and vessel days in this region for fiscal 1997. Based on traditional industry indicators, Ceanic expects the Gulf of Mexico to continue a relatively strong demand trend for its services during fiscal 1998. To address these needs, Ceanic expects to incur significant capital expenditures during 1998 for the acquisition of at least seven deepwater ROVs and one 240-foot DSV. Asia Pacific Region Ceanic established its Asia Pacific Region in July 1997 with the acquisition of Contract Diving Services. Since that time, Ceanic has bolstered its management team and pursued large turnkey and other opportunities in the area. Ceanic recorded a small loss in this region for fiscal 1997. This region was instrumental in assisting Ceanic's Field Development Division secure its first ever Tarpon Guyed Monotower installation in Indonesia that is expected to be completed in the first quarter of 1998. Europe Africa Region Ceanic reorganized this region in fiscal 1997 with the establishment of Aberdeen, Scotland as the regional headquarters and with West Africa reporting directly to Aberdeen rather than the United States. West Africa experienced a 51% increase in revenue compared to fiscal 1996. Products Ceanic's Field Development Division experienced significant growth in fiscal 1997, with the Ceanic Concrete Products group generating significant revenue and gross profits for a full 12 months and the installation of a Tarpon Guyed Monotower in the Gulf of Mexico. Although Ceanic's Big Inch Products group experienced relatively flat revenues year-over-year, it did experience significant activity levels in the fourth quarter of fiscal 1997 and the early part of the fiscal 1998 first quarter. Hard Suits continues to be an area of focus. For fiscal 1997, exclusive of its sales of suits to other Ceanic subsidiaries and the $1.5 million write-down of goodwill in the third quarter of 1997, Hard Suits recorded an operating loss of $2.1 million, net of tax, (or $0.21 per share). Ceanic has hired an experienced subsea systems manufacturing executive and is aggressively pursuing a number of government contracts on the heels of the successful builder's trials of the U.S. Navy's 2,000 foot suit. General Contracting Division Ceanic recently combined the Company's traditional Inland and West Coast groups and formed the General Contracting Division. Although the division's revenue remained relatively flat year- over-year, the diversity of the fiscal 1997 revenue accurately reflects this group's growth potential and long-term value to the Company. Statements in this press release regarding profitability of Hard Suits, and of the Company generally, utilization and dayrates in the Gulf of Mexico, opportunities in the Asia- Pacific market, and the Company's Inland/West Coast sector and other statements included herein that are not statements of historical fact are forward-looking statements involving factors that could cause actual results to vary materially from those predicted. The Company's ability to return Hard Suits to profitability depends on among other things, securing government defense contracts for its product lines, development of new products and the timing of such revenues. Other forward-looking statements, including statements as to the Company's profitability, depend upon, among other things, prices of crude oil and natural gas, weather conditions in offshore markets, capital expenditures by customers and the Company's ability to procure large turnkey projects. Ceanic is a leading provider of diving services, intervention technologies, subsea products and marine construction services to offshore industries in the U.S. Gulf of Mexico and internationally. Tables follow . . . AMERICAN OILFIELD DIVERS, INC. Consolidated Results of Operations and Financial Position ($ in thousands except for per share amounts) Three Months Ended Year Ended December 31, December 31, --------------- ------------ Income Statement 1997 1996 1997 1996 ---- ----- ---- ---- Revenues $38,821 $26,306 $132,728 $105,772 ------ ------ ------- ------- Gross profit 12,542 7,897 43,524 35,706 Selling, general and administrative expenses 8,153 4,727 27,424 19,486 Depreciation and amortization 2,714 2,078 11,663 6,815 ----- ----- ------ ------ Operating income 1,675 1,092 4,437 9,405 Other income (expense), net 60 (281) 569 (434) ----- ----- ------ ------ Income before income taxes 1,735 811 5,006 8,971 Income tax provision 750 480 2,775 3,950 ----- ----- ----- ------ Net income $ 985 $ 331 $ 2,231 $ 5,021 ===== ===== ====== ====== Net income per share (basic) $ .09 $ .05 $ .22 $ .74 ===== ===== ====== ====== Net income per share (diluted) $ .09 $ .05 $ .22 $ .73 ===== ===== ====== ====== Weighted average shares outstanding 10,639 6,840 10,166 6,787 ====== ===== ====== ===== Operational Data Dive crew days 13,785 9,497 51,419 40,131 Dive crews per day 150 103 141 110 Diving support vessel utilization 54% 49% 53% 51% Earnings before interest, taxes, depreciation and amortization (EBITDA) $4,389 $3,170 $16,100 $16,220 EBITDA as % of revenue 11.3% 12.1% 12.1% 15.3% SG&A as % of revenue 21.0% 18.0% 20.7% 18.4% Gross profit % 32.3% 30.0% 32.8% 33.8% December 31, December 31, Balance Sheet 1997 1996 ---- ---- Assets: Current assets $55,286 $35,734 Other long-term assets 79,014 57,173 ---------- ---------- Total assets $134,300 $92,907 ========== ========== Liabilities & Stockholders' Equity: Current liabilities $29,698 $23,512 Long-term debt 8,060 8,459 Other liabilities 6,291 15,091 Stockholders' equity 90,251 45,845 _________ _________ Total liabilities & stockholders equity $134,300 $92,907 ========= ========= More...
Three Months Ended December 30, 1997 ============================================================================================ Asia Europe General Americas Pacific Africa Contracting Subsea Region Region Region Division Products Total ---------- -------- -------- ------------ ------------- ----- Revenues $17,556 $1,223 $2,226 $11,654 $6,162 $38,821 Expenses $11,085 $ 849 $1,678 $ 8,134 $4,533 $26,279 Gross Profit $ 6,471 $ 374 $ 548 $ 3,520 $1,629 $12,542 Gross Profit Percentage 36.9% 30.6% 24.6% 30.2% 26.4% 32.3%
Three Months Ended December 30, 1996 =========================================================================================== Asia Europe General Americas Pacific Africa Contracting Subsea Region Region Region Division Products Total ---------- -------- -------- ------------ ------------- ----- Revenues $12,485 $ -- $1,635 $7,970 $4,216 $26,306 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% Includes operations in the Company's Americas Region, which encompasses diving, vessel and related services, and environmental remediation services, all of which were performed in the Gulf of Mexico. The Company's environmental remediation business was sold effective October 31, 1997. Includes diving and related services in U.S. inland markets, off the U.S. West Coast and in Latin America. Includes manufacturing and marketing of Big Inch pipeline connectors, Tarpon marginal well production systems, Tarpon Concrete Storage Systems and Hard Suits Inc. products.
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Year Ended December 31, 1997 ============================================================================================= Asia Europe General Americas Pacific Africa Contracting Subsea Region Region Region Division Products Total ---------- -------- -------- ------------ ------------- ----- Revenues $68,339 $2,798 $11,798 $30,583 $19,210 $132,728 Expenses $44,690 $1,766 $ 7,845 $21,955 $12,948 $ 89,204 Gross Profit $23,649 $1,032 $ 3,953 $ 8,628 $ 6,262 $ 43,524 Gross Profit Percentage 34.6% 36.9% 33.5% 28.2% 32.6% 32.8%
Year Ended December 31, 1996 ============================================================================================= Asia Europe General Americas Pacific Africa Contracting Subsea Region Region Region Division Products Total ---------- -------- -------- ------------ ------------- ----- Revenues $53,220 $ --- $7,837 $34,097 $10,618 $105,772 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% Includes operations in the Company's Americas Region, which encompasses diving, vessel and related services, and environmental remediation services, all of which were performed in the Gulf of Mexico. The Company's environmental remediation business was sold effective October 31, 1997. Includes diving and related services in U.S. inland markets, off the U.S. West Coast and in Latin America. Includes manufacturing and marketing of Big Inch pipeline connectors, Tarpon marginal well production systems, Tarpon Concrete Storage Systems and Hard Suits Inc. products.
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