UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-Q
( ) Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
(x) Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from November 1, 1995 to December 31, 1995
________________________
Commission File Number: 0-22032
________________________
AMERICAN OILFIELD DIVERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Louisiana 72-0918249
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
130 East Kaliste Saloom Road 70508
Lafayette, Louisiana (Zip Code)
(Address of Principal Executive Offices)
318/234-4590
(Registrants telephone number, including area code)
________________________
Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13(b) or
15(d) of the Securities Exchange Act of 1934 during the
preceeding 12 months (or such shorter period that the
Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Yes X No _____
At August 12, 1996 there were 6,805,182 shares of common stock,
no par value, outstanding.
AMERICAN OILFIELD DIVERS, INC.
INDEX
Part I. Financial Information Page
Item 1. Financial Statements
Consolidated Balance Sheets -
December 31, 1995 and October 31, 1995 1
Consolidated Statements of Income -
Two Months Ended December 31, 1995 and 1994 2
Consolidated Statements of Changes in
Stockholders' Equity -
Two Months Ended December 31, 1995 and 1994 3
Consolidated Statements of Cash Flows -
Two Months Ended December 31, 1995 and 1994 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of
Financial Condition and Results
of Operations 7
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 10
Signatures 11
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
American Oilfield Divers, Inc.
Consolidated Balance Sheets
(in thousands)
December 31,1995 October 31, 1995
_________________ _________________
(unaudited)
ASSETS
_______
Current assets:
Cash and cash equivalents $ 788 $ 1,174
Accounts receivable, net of
allowance for doubtful 13,014 23,870
accounts of $380 and $300
Unbilled revenue 13,683 7,080
Other receivables 2,025 1,415
Current deferred tax asset 1,700 1,700
Inventories 2,261 2,191
Prepaid expenses 1,380 1,935
_________ ________
Total current assets 34,851 39,365
Property, plant and equipment, net
of accumulated depreciation of
$18,053 and $17,228 25,550 26,079
Deferred tax asset 57 477
Other assets 3,463 3,487
_________ ________
$63,921 $69,408
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
______________________________________
Current liabilities:
Accounts payable $ 3,506 $ 5,806
Other liabilities 6,197 10,192
Borrowings under line of
credit agreement 7,875 7,300
Current portion of long-term debt 1,375 2,000
_________ _________
Total current liabilities 18,953 25,298
Long-term debt, less current portion 5,413 5,121
_________ _________
Total liabilities 24,366 30,419
Stockholders' equity:
Common stock, no par value 1,360 1,360
Other stockholders' equity 38,195 37,629
__________ _________
Total stockholders' equity 39,555 38,989
__________ _________
$63,921 $69,408
========== =========
The accompanying notes are an integral part of these consolidated
financial statements.
American Oilfield Divers, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
Two Months Ended
December 31,
___________________
(unaudited) 1995 1994
_____ _____
Diving and related revenues $15,486 $15,259
________ ________
Costs and expenses:
Diving and related expenses 10,346 10,359
Selling, general and administrative
expenses 3,055 2,873
Depreciation and amortization 889 799
________ ________
Total costs and expenses 14,290 14,031
________ ________
Operating income 1,196 1,228
Other expense, net (202) (137)
_________ ________
Income before income taxes 994 1,091
Income tax provision 420 480
__________ ________
Net income $ 574 $611
========== =========
Net income per share $ .09 $.09
========== =========
Weighted average common shares
outstanding 6,709 6,709
========== =========
The accompanying notes are an integral part of these consolidated
financial statements.
American Oilfield Divers, Inc.
Consolidated Statements of Changes in Stockholders' Equity
(in thousands, except share data)
Foreign (Accumulated
Common Stock Additional Currency Deficit
_______________ Paid-in Translation Retained
(unaudited) Shares Amount Capital Adjustment Earnings Total
_______ _______ ________ ___________ ________ _______
Balance at
October 31, 1994 6,709,497 $1,360 $40,837 $(115) $ (2,755) $39,327
Net effects of
translation of foreign
currency (13) (13)
Net income 611 611
__________ ________ __________ _________ __________ _______
Balance at
December 31, 1994 6,709,497 $1,360 $40,837 $(128) $(2,144) $39,925
Balance at
October 31, 1995 6,709,497 $1,360 $40,837 $(124) $(3,084) $38,989
Net effects of
translation of foreign
currency (8) (8)
Net income 574 574
__________ ________ _________ _________ _________ __________
Balance at
December 31, 1995 6,709,497 $1,360 $40,837 $(132) $(2,510) $39,555
========== ======== ========== ========= ========= ==========
The accompanying notes are an integral part of these consolidated
financial statements.
American Oilfield Divers, Inc.
Consolidated Statements of Cash Flows
(in thousands)
Two Months Ended
December 31
_________________
1995 1994
(unaudited) _____ ______
Net cash flows from operating
activities:
Net income $ 574 $611
Non-cash items included in net
income:
Depreciation and amortization 889 799
Gain on disposition of assets (5) --
Other (1,755) (2,338)
________ ________
Net cash used by operating
activities (297) (928)
Cash flows from investing
activities:
Capital expenditures (322) (315)
Proceeds from sale of assets 35 --
Other (44) (37)
_________ _________
Net cash used by investing
activities (331) (352)
Cash flows from financing
activities:
Repayments of long term-debt (333) (401)
Net borrowings under line-of-
credit agreement 575 950
__________ _________
Net cash provided by financing
activities 242 549
__________ _________
Net decrease in cash (386) (731)
Cash and cash equivalents at
beginning of period 1,174 1,226
__________ __________
Cash and cash equivalents at end of
period $ 788 $ 495
========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
American Oilfield Divers, Inc.
Notes to Consolidated Financial Statements
Note 1 - Organization and Significant Accounting Principles
The consolidated financial statements include the accounts of
American Oilfield Divers, Inc. and its wholly-owned and majority-
owned subsidiaries (the "Company"). The Company provides
undersea construction, installation, and repair and maintenance
services to the offshore oil and gas industry, primarily in the
United States Gulf of Mexico, the U.S. West Coast and select
international areas, and to inland industrial and governmental
customers. In addition, the Company (i) manufactures and markets
subsea pipeline connectors and a patented marginal well
production system to the domestic and international oilfield
industry; (ii) operates one jack-up derrick barge with a 220 ton
Manitowoc crane known as the "American Intrepid" in the U.S. Gulf
of Mexico; and (iii) provides environmental remediation and oil
spill response services to the oil and gas industry and certain
other commercial and governmental customers. Subsequent to
December 31, 1995, the company sold the American Enterprise, its
pipelay/bury barge. The sale, including disposal costs, resulted
in a gain in March 1996. All material intercompany transactions
and balances have been eliminated in consolidation.
On June 26, 1996, the Company's Board of Directors resolved to
change the Company's fiscal year-end from October 31 to December
31 in order to report its quarterly and annual results of
operations on a comparable basis with other companies in the oil
and gas industry. Accordingly, the accompanying financial
statements include the results of the Company's operations for
the two months ended December 31, 1995 and December 31, 1994.
These unaudited financial statements at December 31, 1995 and for
the two months ended December 31, 1995 and 1994 and the notes
thereto have been prepared in accordance with generally accepted
accounting principles for interim financial information and Rule
10-01 for Regulation S-X. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair statement have been included.
A description of the organization and operations of the Company,
the significant accounting policies followed, and the financial
condition and results of operations as of October 31, 1995, are
contained in the audited consolidated financial statements
included in the Company's annual report on Form 10-K, for the
fiscal year ended October 31, 1995. These transition period
financial statements should be read in conjunction with the
audited 1995 financial statements.
Operating results for interim periods are not necessarily
indicative of the results that can be expected for full fiscal
years. The offshore oilfield services industry in the Gulf of
Mexico is highly seasonal as a result of weather conditions and
the timing of capital expenditures by the oil and gas industry.
Utilization of the Company's dive crews and diving support
vessels ("DSV") and therefore the related scope and extent of the
Company's offshore diving operations are limited by winter
weather conditions generally prevailing in the Gulf of Mexico and
in certain of the Company's inland markets from December to
April. Although adverse weather conditions occurring from time
to time from May through November may also adversely affect
vessel utilization and diving operations, historically, a
substantial portion of the Company's diving services have been
performed during the period from May through November. The
Company expects a higher concentration of its total revenues and
net income to occur in the third (July through September) and
fourth (October through December) quarters of its fiscal year
compared to the first (January through March) and second (April
through June) quarters.
As a result of the change in fiscal year end, the Company is now
required to implement Statement of Financial Accounting Standards
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed of," for the fiscal year
ended December 31, 1996. The Company is currently evaluating the
impact of adoption of this Standard which will be recorded
effective January 1, 1996 and will be reflected in the Company's
results of operations for the six month period ended June 30,
1996 reported in form 10-Q on or before August 14, 1996.
Note 2 - Inventories
The major classes of inventories consist of the following (in
thousands):
December 31, October 31,
1995 1995
_____ _____
(Unaudited)
Fuel $ 101 $ 112
Supplies 1,026 1,007
Work-in- 444 389
process
Finished goods 690 683
_______ ______
$2,261 $2,191
======= ======
Note 3 - Earnings Per Share
Primary earnings per share is calculated by dividing net income
by the weighted average number of common shares outstanding
during each period.
Note 4 - Commitments and Contingencies
In the normal course of business the Company becomes involved as
a defendant or plaintiff in various lawsuits. While the outcome
of these lawsuits cannot be predicted with certainty, based upon
the evaluation by the Company's legal counsel of the merits of
pending or threatened litigation, the Company does not expect
that the outcome of such litigation will have a material effect
on the accompanying financial statements.
Although the Company's operations involve a higher degree of risk
than found in some other service industries, management is of the
opinion that it maintains insurance at levels generally at or
above industry standards to insure itself against the normal
risks of operations.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The following discussion of the Company's financial
condition, results of operations, and liquidity and capital
resources should be read in conjunction with the Company's
consolidated financial statements and the notes thereto included
elsewhere in this Transition Report on Form 10-Q.
Results of Operations
On June 26, 1996, the Company's Board of Directors resolved to
change the Company's fiscal year-end from October 31 to December
31 in order to report its quarterly and annual results of
operations on a comparable basis with other companies in the oil
and gas industry. Accordingly the following tables set forth
additional information on the operating results of the Company in
its geographic and product markets for the two month transition
period ended December 31, 1995 as compared to the comparable
period in the prior year:
Two Months ended December 31, 1995
______________________________________________
International Inland and West Subsea
Gulf Serivces<F1> Services<F2> Coast Services<F3> Products<4> Total
_________________ ______________ __________________ ______________ __________
Diving and related revenues $ 9,929 $ 924 $ 3,909 $ 724 $ 15,486
Diving and related expenses $ 6,888 $ 595 $ 2,488 $ 375 $ 10,346
Gross profit $ 3,041 $ 329 $ 1,421 $ 349 $ 5,140
Gross profit percentage 30.6% 35.6% 36.4% 48.2% 33.2%
Two Months ended December 31, 1994
______________________________________________
International Inland and West Subsea
Gulf Serivces<F1> Services<F2> Coast Services<F3> Products<4> Total
_________________ ______________ __________________ ______________ __________
Diving and related revenues $ 9,463 $ 1,350 $ 3,268 $1,178 $15,259
Diving and related expenses $ 6,087 $ 1,077 $ 2,528 $ 667 $10,359
Gross profit $ 3,376 $ 273 $ 740 $ 511 $ 4,900
Gross profit percentage 35.7% 20.2% 22.6% 43.4% 32.1%
<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 of
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
provided 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.
</FN>
The Company's consolidated results of operations for the two
months ended December 31, 1995 were comparable to the results of
operations in the two month period ended December 31, 1994.
Although there was a slight revenue increase from $15.3 million
to $15.5 million, and gross profit percentages improved slightly
from 32.1% to 33.2%, these improvements in operations were offset
by slight increases in both selling, general and administrative
expenses, and depreciation and amortization. As a result, the
Company recorded net income of $574,000 in the two month period
of 1995 compared to $611,000 in the two month period of 1994, or
$.09 per share in both periods.
The Company's results of operations will generally vary from
reporting period to reporting period depending in large part on
the location and the type of work being performed, the mix of the
marine services being performed, the season of the year and the
job conditions encountered. Also, weather conditions in the Gulf
of Mexico and in certain of the Company's inland markets,
particularly the winter conditions that are generally present
from December through April, substantially reduce the work that
could otherwise be performed by the Company's dive crews and
limit the utilization of the Company's diving support vessels in
the Gulf of Mexico. The Company expects winter weather patterns
and other adverse weather conditions to continue to have an
adverse effect on the Company's diving operations, both in the
Gulf of Mexico and elsewhere.
Two Months Ended December 31, 1995 Compared to Two Months Ended
December 31, 1994
Total revenues. The Company's consolidated revenues
increased 1%, or $227,000, from $15.3 million in the two months
ended December 31, 1994 to $15.5 million in the two months ended
December 31, 1995. The $227,000 increase in revenues was
comprised of (i) an increase of approximately $640,000
attributable to increased diving activity in the Inland and West
Coast Services markets; (ii) an increase of approximately $1.0
million attributable to the operations of the American Intrepid,
the Company's new jack-up derrick barge; (iii) a decrease of
$393,000 attributable to the operations of the American
Enterprise, the Company's pipelay/bury barge; (iv) a decrease of
$426,000 attributable to International diving activity and (v) a
decrease of $454,000 attributable to decreased subsea products
sales.
Selling, general and administrative expenses. Selling,
general and administrative expenses increased 6%, or $182,000 to
$3.1 million during the two months ended December 31, 1995
compared to $2.9 million for the two months ended December 31,
1994. This increase was primarily due to a $127,000 increase in
expenses attributable to supporting the activities of the
operations and sales office in Dubai, UAE for the two months
ended December 31, 1995. This office did not have full
operations in the same period of 1994. Although there was an
overall increase in the level of selling, general and
administrative expenses during the two months ended December 31,
1995, selling, general and administrative expenses, as a
percentage of revenues, increased less than 1% to 19.7% compared
to 18.8% for the comparable period in the prior year.
Depreciation and amortization. Depreciation and amortization
increased $90,000, or 11%, to $889,000 in the two months ended
December 31, 1995 compared to $799,000 in the two months ended
December 31, 1994. The increase was attributable to additions
and improvements to the Company's operational and administrative
assets primarily in the Gulf Services and International Services
groups.
Operating income. During the two months ended December 31,
1995, operating income was $1,196,000 compared to operating
income of $1,228,000 for the comparable period in the prior year.
The slight decrease was due to an increase in selling, general
and administrative expenses and depreciation and amortization
expenses for the two months ended December 31, 1995.
Other income/expense. During the current reporting period,
other expense (net) of $202,000 was comprised of interest expense
of $220,000, offset by miscellaneous other income items totaling
$18,000. This compares to other expense (net) of $137,000 in the
comparable two month period ended December 31, 1994, which was
comprised of interest expense of $182,000, offset by
miscellaneous other income items of $45,000.
Net income. As a result of the conditions discussed above,
the Company recorded net income of $574,000, or $.09 per share,
in the two months ended December 31, 1995, compared to net income
of $611,000, or $.09 per share, in the comparable period of the
previous year.
Liquidity and Capital Resources
The Company's primary liquidity needs are, generally, to fund
working capital requirements and to make capital expenditures for
acquisitions of, and improvements to, its facilities and to its
DSVs and diving and related equipment. The Company also incurs
expenses for mobilization and project execution on an ongoing
basis throughout the course of its contracts, while collections
from customers typically do not occur until approximately ninety
days after invoicing. The Company has traditionally supported
these working capital requirements by using a combination of
internally generated funds and short-term and long-term debt. In
the two months ended December 31, 1995, the Company supported
these expenditures using internally generated funds and
borrowings under the line of credit agreement.
The Company has a bank line of credit in the principal amount
of $15 million against which $7,875,000 was drawn at December 31,
1995. Also at December 31, 1995, the Company had four long-term
notes payable with a bank totaling $6.8 million at December 31,
1995 with interest rates ranging from 8.75% to 9.50% at December
31, 1995. Subsequent to December 31, 1995, in connection with
the renewal of the Company's annual debt agreement, the Company
consolidated the four notes payable and obtained additional term
borrowings which resulted in one long-term note payable in the
amount of $10.5 million at a fixed interest rate of 7.9%.
The Company believes that cash flows from operations and
borrowings available under its bank credit facility will provide
sufficient funds for the next twelve to eighteen months to meet
its working capital and capital expenditure requirements and to
fund any further expansion into new geographic markets or
development of new product lines.
Net cash used by operations was $297,000 for the two months
ended December 31, 1995 compared to $928,000 in the comparable
prior year period. Cash flows from operating activities are
primarily cash received from customers and cash paid to employees
and suppliers. During the two months ended December 31, 1995,
cash received from customers was $19.7 million and cash paid to
employees and suppliers was $19.1 million. During the two months
ended December 31, 1994, cash received from customers was $13.2
million and cash paid to employees and suppliers was $13.5
million. The factors affecting amounts and timing of cash flows
from operating activities are the same as those affecting results
of operations discussed above.
Investing activities resulted in net cash outflows during both
two month periods. In the most recent two month period, net cash
used by investing activities was approximately $331,000 which
primarily consisted of $322,000 expended for the acquisition of
and improvements to operating assets to be used in the Company's
operations. In the prior two month period, net cash used by
investing activities was approximately $352,000 which primarily
consisted of $315,000 expended for the acquisition of and
improvements to operating assets to be used in the Company's
operations.
Cash flows provided by financing activities of $242,000 in the
two months ended December 31, 1995 were primarily attributable to
payments of long-term debt totaling $333,000 funded by proceeds
from borrowings of $575,000 under the line of credit. In the
comparable period of fiscal 1994, cash provided by financing
activities of approximately $549,000 was primarily attributable
to payments of long-term debt totaling $401,000, offset by
proceeds from borrowings under the line of credit of $950,000.
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Forms 8-K.
(a)Exhibits.
27 Financial Data Schedule.
99.1 Press release issued by American Oilfield Divers,
Inc. on August 6, 1996 with respect to the presentation
of historical financial results for each quarter in the
fiscal year ended December 31, 1995 (the new fiscal year
end) and the first quarter ended March 31, 1996.
(b)The Company filed a Current Report on Form 8-K, dated
July 16, 1996, with respect to its appointment of Rodney
W. Stanley to the newly created position of Senior Vice-
President of International Operations.
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 thereunto duly authorized.
AMERICAN OILFIELD DIVERS, INC.
Date: August 12, 1996 /s/ Cathy M. Green
_________________________
Cathy M. Green
Vice President - Finance,
Chief Financial Officer
(Principal Financial and
Accounting Officer)