1998 SECOND QUARTER REPORT August 10, 1998

To Our Shareholders:

In May CDI accomplished a key corporate objective - that of doubling our public ownership to 50% of the shares outstanding - in one of only a handful of energy offerings successfully completed this year. We welcome our new stakeholders, particularly those in Europe where 12% of the shares of the secondary offering were placed. That welcome is of course tempered by the subsequent across the board decline in the valuation of all oilfield service stocks, including CDIS. Unlike the platitudes of politicians in Washington, this is a situation where we do in fact "feel your pain" as management and key employees own 20% of the company. We will leave to market analysts explanation of the "disconnect" between the investor pessimism hammering our stock in contrast to the robust earnings and business outlook detailed in this report. We take pride in what CDI offers investors - a technology driven, asset intensive business delivering income which is 16% of 1998 sales.

Financial Highlights

Strong demand across the markets we serve produced record net income of $6.0 million in what historically has been a quarter "on the bubble" between the difficult weather of the winter months and the kickoff of the Gulf construction season.

First Quarter Six Months Quarter
1998 1997 Increase 1998 1997 Increase
Revenues $38,526,000 $28,628,000 35% $71,683,000 $47,072,000 52%
Net Income 5,954,000 4,604,000 29% 11,197,000 6,489,000 73%
Diluted Earnings Per Share 0.40 0.39 03% 0.75 0.56 34%


  • Revenues: The entire $10.0 million increase is a result of exceptional project management and offshore performance by our DP fleet and the opportunity to demonstrate that capability on several challenging deepwater projects. The Uncle John and Witch Queen collectively doubled their performance in the second quarter compared to last year given strong rates and full utilization.
  • Gross Profit: Margins of 32% were in line with the market conditions experienced during the first quarter of this year and Q2 of 1997, a period where profitability was positively impacted by a large, complex construction project in shallow water.
  • SG&A: $3.7 million includes a $1.0 million provision principally for 1998 Incentive Compensation. In prior years, roughly 65% of our business came in the second half of the year and thus incentive targets were not achieved (and bonuses were not recorded) until late in the third and into the fourth quarter. The exceptional bottom line results generated in the first half of this year suggests that a number of 1998 financial and performance targets will be achieved.
  • Liquidity: In the 12 months following the IPO last July internally generated cash flow has funded $29 million of capital expenditures for two new vessels, upgrades to our current fleet, the Aquatica investment and ERT's acquisition of eight offshore blocks. From an investor viewpoint, liquidity was positively impacted as the average trading volume of CDIS has increased 43% since completion of the secondary offering.


Operational Highlights

  • Baldpate: The company deployed five vessels in support of the deepwater installation of the compliant tower in Garden Banks 260. At more than 1,900', the tower is the tallest free standing structure in the world, higher than even the world's tallest building. Cal Dive was responsible for all subsea tie-in, pigging, testing and commissioning of the pipelines as well as installing a 16" oil riser and a 12" gas riser in 1,650' of water. This was the first time that risers of this size were installed at such a depth in the Gulf of Mexico while utilizing a dynamically positioned vessel as the work station.
  • Quantum: In late April, Coflexip mobilized the CSO Constructor, a 370' deepwater construction vessel, to the Gulf. The business cooperation agreement between CDI and Coflexip identifies the type of work which is the primary responsibility of each company. Since there were no EPIC projects available to Quantum, Cal Dive chartered the vessel during the six week period that the Balmoral Sea was out of service for regulatory inspection, adding $4.0 million to Q2 revenues.
  • Well Intervention: In June, the Uncle John marked another unique milestone in subsea wireline well intervention while working in East Cameron block 378. CDI, SONAT and several oilfield service companies developed a plan involving the adaptation of conventional subsea tools, control systems and wireline components for a riserless subsea intervention system. The assembly was successfully installed on a subsea tree in 486' of water to repair a down-hole safety valve. The second quarter also marked an unprecedented operation utilizing the combined attributes of the Uncle John and the Constructor as the company was responsible for the abandonment of the Seattle Slew subsea well and associated pipelines in Ewing Banks block 914. The well in 945' of water was plugged, the subsea tree recovered for salvage, and two sets of tandem flowlines abandoned by spooling each pair onto a reel on the deck of the Constructor.
  • Salvage Operations: Our derrick barge was busy on a number of projects including a month long job in Mexican waters. The vessel is essentially "booked" for the balance of the year so we are actively pursuing the purchase and/or charter of additional salvage asset capacity. At this juncture, however, CDI is patiently waiting for the significant decline in commodity prices to begin to be reflected in the asking price of equipment available on the market. Revenues of Energy Resource Technology were flat with the second quarter last year. Production declined slightly as a significant well was off-line for scheduled maintenance and a couple of other wells required workover operations. Natural gas prices, which averaged $2.24 in the quarter, continue to be a pleasant surprise given the El Nīno impacted winter of 1997-98. The flip side of the coin is that there are "slim pickings" in terms of mature properties available to purchase.
  • Aquatica: The new shallow water diving company formed by Sonny Freeman really hit the ground running as Sonny and his management team's reputation has attracted experienced divers and customers with whom relationships had been developed over many years in the business. The second quarter even witnessed Sonny and several of Aquatica's managers going offshore to assist with projects and work with dive crews, emphasizing Aquatica's focus upon customer needs and a "hands on" management style not often found today. With CDI committed to assist Aquatica's growth via vessel and related asset acquisitions, Sonny is also waiting for DSV prices to adjust to current market conditions. The shortage of qualified divers was also apparent in the CDI product lines that serve the shallow water diving market (i.e., General Diving and our two utility boats) as the first half revenues of these profit centers increased 41% and gross profit 63% over 1997.


Respectfully Submitted,

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.