1997 FOURTH QUARTER REPORT February 19, 1998

To Our Shareholders:

Operationally the fourth quarter set all time CDI records as strong demand across all of the offshore sectors we serve took full year revenues to just under $110 million - a level three times CDI sales volume just two years ago! Unfortunately, the record financial results did not translate into CDI shareholder value as all energy sector stocks came under heavy selling pressure in the latter half of the quarter and in early 1998. Given the market uncertainty, we jumped at a Raymond James invitation to conduct a "Road Show" in January to highlight the degree to which CDI's business is insulated from short term swings in commodity prices.

Financial Highlights

Fourth quarter net income of $4.0 million exceeds what CDI earned in either of the full years 1994 or 1995 even in the midst of seasonal and fairly choppy weather conditions during November and December.

Fourth Quarter Annual Results
1997 1996 1995 1997 1996 1995
Revenues 33,455,000 $23,433,000 $11,802,000 $109,386,000 $76,122,000 $37,525,000
Net Income 4,009,000 1,464,000 1,426,000 14,482,000 8,435,000 2,674,000
Diluted Earnings Per Share 0.27 0.13 0.13 1.09 0.75 0.24


  • Revenues: Increased by $10.0 million or 43% with basically the same asset composition as Q4 last year. The ability of the DP vessels to work through difficult weather conditions was responsible for 80% of the revenue increase, a performance highlighted by Uncle John utilization of 88 days in contrast to 53 days in the year ago quarter.
  • Gross Profit: Margins climbed back to 32% as the performance of our offshore vessels and crews was almost uniformly good. ERT generated roughly a quarter of the increase in gross profit as we were able to lock in a lot of $3 plus gas early in the quarter.
  • SG&A: $4.5 million represented a 46% increase over the year ago quarter due to incentive compensation, wage increases, the hiring of expensive technical personnel for the Deepwater Group, and one time costs of CDI now being a publicly traded company. Estimated 1997 bonuses (most of which were recorded in Q4) are $2.9 million in contrast to $2.1 million last year given the significantly improved financial results. Our management compensation system places considerable emphasis upon performance incentives rather than straight salaries to encourage key employees, who own 29% of CDI stock, to focus upon increasing shareholder value.
  • EPS: More than doubled which is remarkable given the 33% increase in shares outstanding while assets acquired with funds provided by the IPO will only begin to generate revenues in 1998.
  • Liquidity: As of the date of this report, CDI has no debt and $12 million of cash on hand after funding the acquisition of two vessels (Sea Sorceress and Merlin), ERT's purchase of eight offshore blocks and the equity investment in Aquatica Inc.


Operational Highlights

  • Deepwater Market: The Q4 performance of the Uncle John at the Troika development capsulizes our entire Deepwater strategy. The vessel was able to lower its drill string faster than the nearby rig as a result of a proprietary mechanism on its derrick. While initially contracted only for four days, performance of the vessel was such that the customer was able to release the drill rig while the Uncle John set the largest (170 foot) spool pieces ever installed from a DP vessel in water depths greater than 1,500 feet. Given the massive reservoirs and the long lead time necessary to bring Deepwater reserves into production, current commodity prices do not appear to be a consideration as our customers set exploration and development plans for these prospects.
  • ROV: The two work class vehicles acquired as part of the Coflexip transaction were heavily utilized during the quarter. In December the 100 horsepower ROV installed on the Uncle John operated flawlessly as CDI set a world record while conducting geotechnical sampling at the Na Kika prospect.
  • Continental Shelf: The completion and construction services provided by CDI come at the end of the oilfield service cycle; i.e., after the risky exploratory and developmental drilling phases. This work typically comes six to eighteen months after the drilling of a well and represents the last step prior to initial cash flow. The offshore mobile rig count in the Gulf has run at full practical capacity (160 to 170 rigs) in each of the last two years. This generated the strong demand experienced in the fourth quarter and suggests continued activity at such levels. In addition to an increase in the number of wells drilled on the Shelf during 1997, a significant portion of CDI work involved reconfiguring the infrastructure (built over 50 years for natural gas) to accommodate the oil being produced from the Deepwater Gulf.
  • Saturation Vessels: Fourth quarter gross margins of our two sat vessels, the Cal Diver I and II, were off 5% from last year due to the impact of weather, offshore performance not what it might have been, and certain billing issues which we had to resolve.
  • Shallow Water: CDI assets working in water depths to 300 feet were the only area where we noticed quantifiable rate increases - utility boat (Cal Diver III & IV) revenues were up 40% on the same number of utilization days and General Diving rates were driven by (extremely limited) crew availability. Our decision to make an equity investment in Aquatica Inc. represents a means of benefiting from a market segment experiencing strong growth while at the same time keeping the focus of CDI management personnel on the Deepwater.
  • Salvage Market: Cal Dive entered this market in 1989 as it represents a regulatory business which serves as a hedge against fluctuations in commodity prices. Specifically, once a field has depleted, MMS regulations require that the wells be plugged and abandoned, the platforms removed and the seabed cleared of debris, all within an 18 month period. We were turning down work for our salvage assets (Cal Dive Barge I and Well Servicing equipment) throughout the fourth quarter and thus are pursuing a number of options to add capacity in this area.


Respectfully Submitted,

Gerald G. Reuhl
Chairman
Owen E. Kratz
Chief Executive Officer
S. James Nelson, Jr.
Executive Vice President

Forward looking statements and assumptions in this report and press release that are not statements of historical fact involve risks and assumptions that could cause actual results to vary materially from those predicted, including among other things, unexpected delays and operational issues associated with turnkey projects, the price of crude oil and natural gas, weather conditions in offshore markets, change in site conditions, and capital expenditures by customers. The Company strongly encourages readers to note that some or all of the assumptions upon which such forward looking statements are based are beyond the Company's ability to control or estimate precisely and may in some cases be subject to rapid and material change.