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 $0.20 per share during the second quarter. However, we are encouraged by the Hard Suits' technology in support of our intervention services strategy and believe we will see increased sales from our military products over the longer term." more . . . Through 25 days of the third quarter of fiscal 1997, the Company has averaged approximately 148 dive crews per day and approximately 72 percent vessel utilization. This compares to 139 dive crews per day and 59 percent vessel utilization for the third quarter of fiscal 1996. Statements in this press release that are not statements of historical fact are forward-looking statements involving risks and assumptions that could cause actual results to vary materially from those predicted, including, among other things, prices of crude oil and natural gas, weather conditions in offshore markets, capital expenditures by customers and the Company's ability to procure large turnkey projects. American Oilfield Divers, Inc., is a leading provider of diving services, subsea products, marine construction and environmental services to the offshore oil and gas industry, primarily in the U.S. Gulf of Mexico, U.S. West Coast, internationally and to certain U.S. inland customers. Tables follow . . . AMERICAN OILFIELD DIVERS, INC. Consolidated Results of Operations and Financial Position ($ 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... Three Months Ended June 30, 1997 ============================================================================================== Inland and Gulf International West Coast Subsea Services<F1> Services<F2> Services<F3> Products<F4> Total -------- --------- -------- -------- -------- 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 -------- --------- -------- -------- -------- 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. more . . . Six Months Ended June 30, 1997 ============================================================================================== Inland and Gulf International West Coast Subsea Services<F1> Services<F2> Services<F3> Products<F4> Total -------- --------- -------- -------- -------- 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 -------- --------- -------- -------- -------- 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. # # # #