Aegis Communications Group Inc (AGIS)

[eagle_2975]

It looks like this is going to the pink sheets tomorrow:

http://www.otcbb.com/asp/dailylist_detail.asp?d=11/06/2006&mkt_ctg=OTCBB

[VABlue76]

Keeps creeping up each day.

[stratocasterca]

I guess one could take the chance that the appraised value of the shares is better than the nickel that is being offered. From the 13-D:

"Within ten days following consummation of the merger, the Company's minority shareholders will receive a Notice of Merger and Appraisal Rights in accordance with Delaware law. Under Delaware law, minority shareholders who do not wish to accept the consideration offered in the Merger and who follow the procedures set forth in Delaware law will be entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the 'fair value' of such shares, which may be more or less than or the same as the consideration offered in the merger. Please note that World Focus and ACG Acquisition Inc. reserve the right to cancel the merger prior to the consummation for any reason."

[m_stone_14]

Com'on people your pos is worth something, for the time being.

[m_stone_14]

wer'e gappin up this morning!

[stratocasterca]

so, looks like buying at .04 now and being cashed out at .05 on Halloween is a good all-but-guaranteed return if you just let your money sit for five weeks.

"As a result of the short-form merger, each share of Common Stock not owned by ACG Acquisition will be converted into the right to receive $0.05 in cash." (from the filing)

[stratocasterca]

Schedule 13E-3 just came out...Looks like Aegis is going private

This summary and the remainder of this Transaction Statement on Schedule 13E-3 include information describing the “going private” merger involving Aegis Communications Group, Inc. and ACG Acquisition, Inc., how it affects you, what your rights are with respect to the merger as a stockholder of Aegis and the position of the people listed on the cover of the Schedule 13E-3 above the caption “Name of Person(s) Filing Statement,” who are referred to herein as the “Filing Persons,” on the fairness of the merger to you.

Purpose of the Merger.
Immediately prior to the merger discussed below, ACG Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of World Focus, will own approximately 94.84% of the outstanding shares of Aegis common stock upon the contribution of such shares by World Focus to ACG Acquisition. World Focus intends to cause ACG Acquisition to merge with and into Aegis, with Aegis continuing as the surviving corporation, as a means of acquiring all of the other shares of Aegis common stock not owned directly or indirectly by World Focus as well as outstanding shares of Aegis Series B Preferred Stock and providing a source of liquidity to holders of those shares.

Principal Terms of the Merger.
The Merger. World Focus is currently the direct holder of approximately 94.84% of Aegis’ common stock. World Focus plans to contribute all of the shares of Aegis common stock that it owns to ACG Acquisition. As a result of this contribution, ACG Acquisition will own approximately 94.84% of Aegis common stock. As soon as practicable after such contribution, and subject to World Focus obtaining an order from the Delaware Court of Chancery with respect to the consent of the holders of the Series B Preferred Stock, World Focus will cause ACG Acquisition to merge with and into Aegis in a “short form” merger under Section 253 of the Delaware General Corporation Law. ACG Acquisition does not intend to enter into a merger agreement with Aegis or to seek the approval of the directors or stockholders of Aegis for the merger. Holders of Aegis common stock (which constitutes the only class of capital stock of Aegis that, in the absence of Section 253 of the Delaware General Corporation Law, would be entitled to vote on the merger) will not be entitled to vote their shares with respect to the merger.

Merger Consideration. Each share of common stock of Aegis (other than shares owned by ACG Acquisition, shares held in treasury and shares with respect to which appraisal rights have been exercised) will be converted into the right to receive $0.05 in cash (an aggregate total common stock purchase price of approximately $2.96 million). Each share of Series B Preferred Stock (other than shares held in treasury and shares with respect to which appraisal rights have been exercised) shall be converted into the right to receive $3.60 per share plus accrued and unpaid dividends in accordance with the Aegis Certificate of Designation for the Series B Preferred Stock (an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006).

Aegis Shares Outstanding; Ownership by World Focus and ACG Acquisition, Inc. As of September 18, 2006, a total of 1,147,217,086 shares of Aegis common stock, and 29,778 shares of Aegis Series B Preferred Stock, were outstanding. As of September 18, 2006, there were no options or warrants to purchase Aegis common stock outstanding. World Focus owned a total of 1,087,997,075 shares, or approximately 94.84%, of the outstanding Aegis common stock, and no shares of Series B Preferred Stock, as of September 18, 2006.

Payment for Shares. You will be paid for your shares of Aegis stock promptly after the effective date of the merger. Instructions for surrendering your stock certificates will be set forth in a Notice of Merger and Appraisal Rights and a Letter of Transmittal, which will be mailed to stockholders of record of Aegis within ten calendar days following the date the merger becomes effective and should be read carefully. Please do not submit your stock certificates before you have received these documents. See Item 4 “Terms of the Transaction” beginning on page 17 of this Schedule 13E-3.

Source and Amount of Funds or Other Consideration. The total amount of funds expected to be required to pay for shares of Aegis common stock (other than shares owned by ACG Acquisition) and Series B Preferred Stock in the merger, and to pay related fees and expenses, is estimated to be approximately $3.7 million. World Focus will

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obtain such funds from its one or more of its affiliated companies by way of inter-company loan, and the merger will not be subject to any financing conditions.

Series B Preferred Stock. Pursuant to the Certificate of Designation governing the terms of the Series B Preferred Stock, the Series B Preferred Stock has no voting rights but the consent of a majority of the holders of the Series B Preferred Stock then outstanding is required prior to any merger of Aegis with any other entity. However, the holders of the Series B Preferred Stock cannot be located. World Focus, therefore, intends to obtain an order from the Delaware Court of Chancery to permit the merger to be consummated without the consent of a majority of the holders of the Series B Preferred Stock. In September 2003, Aegis received an order from the Chancery Court granting relief from the same provision of the Series B Preferred Stock Certificate of Designation in connection with a proposed prior merger. Pursuant to the Certificate of Designation, upon the liquidation, dissolution or winding up of Aegis, holders of Series B Preferred Stock are entitled to $3.60, plus accrued and unpaid dividends, for each share of Series B Preferred Stock (or an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006). Pursuant to the terms of the order of the Delaware Chancery Court to be sought in connection with the merger, the amount of consideration payable to the holders of Series B Preferred Stock will be set aside and reserved for payment upon identification of the holders of the Series B Preferred Stock following closing of the merger.

The Filing Persons’ Position of the Fairness of the Merger.
The Filing Persons have concluded that the merger is both substantively and procedurally fair to the holders of the common stock of Aegis (other than ACG Acquisition) and the holders of the Series B Preferred Stock, based primarily on the following factors:

· The going-private transaction represents an opportunity for the unaffiliated public stockholders to receive cash for each share of Aegis common stock, not subject to any financing condition, at a premium to $0.031 per share, the last sale price for a share of Aegis common stock on September 15, 2006, the last date on which the Aegis common stock traded prior to the date of the meeting of the Board of Directors of World Focus and ACG Acquisition held to discuss the merger.

· The average daily trading volume for the common stock of Aegis for the three-month period prior to September 15, 2006, the last date on which the Aegis common stock traded prior to the date of the meeting of the Board of Directors of World Focus and ACG Acquisition held to discuss the merger, was approximately 147,000 shares, which is a limited trading volume; therefore, the common stock of Aegis has limited liquidity to the unaffiliated public stockholders and it may be difficult for the unaffiliated public stockholders to sell significant blocks of common stock of Aegis without adversely impacting the trading price.

· The $0.05 per share consideration to be paid for shares of Aegis common stock entitled to receive consideration in the merger substantially exceeds the per share negative net book value of each share of Aegis common stock, calculated on a diluted basis, which, based on the most recent unaudited balance sheets of Aegis, was approximately $(0.004) at June 30, 2006.

· Our management derived a range of potential prices for Aegis’ common stock by applying average revenue and EBITDA multiples implied by the closing trading prices and enterprise values (equity market capitalization plus preferred stock and total debt less cash and equivalents) of certain publicly-traded companies. The low, mean and high prices using an average EBITDA multiple were $0.032, $0.046 and $0.075, respectively. The low, mean and high prices using an average revenue multiple were $0.024, $0.065, and $0.196, respectively.

· On September 14, 2006, World Focus entered into an agreement with Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P. and Questor Side-by-Side Partners II 3(c)(1), L.P. to purchase from those Questor entities 73,171,007 shares of Aegis common stock at a purchase price of $0.0268 per share, which reflects the negotiated price at which the Questor entities agreed to sell their shares

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of common stock of Aegis. World Focus has agreed to pay the Questor entities the difference between $0.0268 per share and the highest per share price World Focus pays to acquire shares of Aegis common stock, including in connection with the merger, during the 18-month period following the acquisition of the Aegis common stock from the Questor entities.

· Aegis will no longer be subject to the costly reporting and other disclosure requirements of the Securities Exchange Act of 1934, including those instituted under the Sarbanes-Oxley Act of 2002.

· The unaffiliated stockholders of Aegis will be entitled to exercise appraisal rights and demand “fair value” for their shares as determined by the Delaware Court of Chancery, which may be determined to be more or less than (or equivalent to) the amount of cash consideration offered to such holders for such shares pursuant to the merger. The notice and other requirements under Section 262 of the Delaware General Corporation Law with respect to the Series B Preferred Stock may be extended or otherwise changed or modified pursuant to an order of the Delaware Court of Chancery. See “Special Factors - Purposes, Alternatives, Reasons and Effects of the Merger” and Item 4 “Terms of the Transaction” beginning on pages 2 and 17, respectively, of this Schedule 13E-3.

· The holders of Series B Preferred Stock of Aegis will be entitled to receive $3.60, plus all accrued and unpaid dividends, for each share of Series B Preferred Stock, which is equal to the amount to be received for each share of Series B Preferred Stock upon a liquidation, dissolution or winding up of Aegis pursuant to the Series B Preferred Stock Certificate of Designation (or an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006).

Consequences of the Merger.
Completion of the merger will have the following consequences:

· Aegis will be a privately held corporation, with World Focus owning 100% of the equity interest in Aegis and its business.

· Only the holders of the stock of World Focus will have the opportunity to participate in the future earnings and growth, if any, of Aegis. Similarly, only the holders of the stock of World Focus will face the risk of losses generated by Aegis’ operations or a decline in value of Aegis after the merger.

· The shares of Aegis common stock will no longer be publicly traded. In addition, Aegis will no longer be subject to the reporting and other disclosure requirements of the Securities Exchange Act of 1934, including requirements to file annual, periodic and other reports or to provide the type of going private disclosure contained in this Schedule 13E-3.

· Subject to the exercise of statutory appraisal rights, each share of Aegis common stock (other than shares held by ACG Acquisition or shares held in treasury) will be converted into the right to receive $0.05 per share in cash, without interest (or an aggregate total common stock purchase price of approximately $2.96 million).

· Subject to the exercise of statutory appraisal rights, each share of Series B Preferred Stock (other than shares held in treasury) will be converted into the right to receive $3.60, plus all accrued and unpaid dividends (or an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006).

Appraisal Rights.
You have a statutory right to demand payment of the fair value of your Aegis capital stock

[Joe Burmeister]

Schedule 13E-3 out...Looks like Aegis is going private

This summary and the remainder of this Transaction Statement on Schedule 13E-3 include information describing the “going private” merger involving Aegis Communications Group, Inc. and ACG Acquisition, Inc., how it affects you, what your rights are with respect to the merger as a stockholder of Aegis and the position of the people listed on the cover of the Schedule 13E-3 above the caption “Name of Person(s) Filing Statement,” who are referred to herein as the “Filing Persons,” on the fairness of the merger to you.

Purpose of the Merger.
Immediately prior to the merger discussed below, ACG Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of World Focus, will own approximately 94.84% of the outstanding shares of Aegis common stock upon the contribution of such shares by World Focus to ACG Acquisition. World Focus intends to cause ACG Acquisition to merge with and into Aegis, with Aegis continuing as the surviving corporation, as a means of acquiring all of the other shares of Aegis common stock not owned directly or indirectly by World Focus as well as outstanding shares of Aegis Series B Preferred Stock and providing a source of liquidity to holders of those shares.

Principal Terms of the Merger.
The Merger. World Focus is currently the direct holder of approximately 94.84% of Aegis’ common stock. World Focus plans to contribute all of the shares of Aegis common stock that it owns to ACG Acquisition. As a result of this contribution, ACG Acquisition will own approximately 94.84% of Aegis common stock. As soon as practicable after such contribution, and subject to World Focus obtaining an order from the Delaware Court of Chancery with respect to the consent of the holders of the Series B Preferred Stock, World Focus will cause ACG Acquisition to merge with and into Aegis in a “short form” merger under Section 253 of the Delaware General Corporation Law. ACG Acquisition does not intend to enter into a merger agreement with Aegis or to seek the approval of the directors or stockholders of Aegis for the merger. Holders of Aegis common stock (which constitutes the only class of capital stock of Aegis that, in the absence of Section 253 of the Delaware General Corporation Law, would be entitled to vote on the merger) will not be entitled to vote their shares with respect to the merger.

Merger Consideration. Each share of common stock of Aegis (other than shares owned by ACG Acquisition, shares held in treasury and shares with respect to which appraisal rights have been exercised) will be converted into the right to receive $0.05 in cash (an aggregate total common stock purchase price of approximately $2.96 million). Each share of Series B Preferred Stock (other than shares held in treasury and shares with respect to which appraisal rights have been exercised) shall be converted into the right to receive $3.60 per share plus accrued and unpaid dividends in accordance with the Aegis Certificate of Designation for the Series B Preferred Stock (an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006).

Aegis Shares Outstanding; Ownership by World Focus and ACG Acquisition, Inc. As of September 18, 2006, a total of 1,147,217,086 shares of Aegis common stock, and 29,778 shares of Aegis Series B Preferred Stock, were outstanding. As of September 18, 2006, there were no options or warrants to purchase Aegis common stock outstanding. World Focus owned a total of 1,087,997,075 shares, or approximately 94.84%, of the outstanding Aegis common stock, and no shares of Series B Preferred Stock, as of September 18, 2006.

Payment for Shares. You will be paid for your shares of Aegis stock promptly after the effective date of the merger. Instructions for surrendering your stock certificates will be set forth in a Notice of Merger and Appraisal Rights and a Letter of Transmittal, which will be mailed to stockholders of record of Aegis within ten calendar days following the date the merger becomes effective and should be read carefully. Please do not submit your stock certificates before you have received these documents. See Item 4 “Terms of the Transaction” beginning on page 17 of this Schedule 13E-3.

Source and Amount of Funds or Other Consideration. The total amount of funds expected to be required to pay for shares of Aegis common stock (other than shares owned by ACG Acquisition) and Series B Preferred Stock in the merger, and to pay related fees and expenses, is estimated to be approximately $3.7 million. World Focus will

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obtain such funds from its one or more of its affiliated companies by way of inter-company loan, and the merger will not be subject to any financing conditions.

Series B Preferred Stock. Pursuant to the Certificate of Designation governing the terms of the Series B Preferred Stock, the Series B Preferred Stock has no voting rights but the consent of a majority of the holders of the Series B Preferred Stock then outstanding is required prior to any merger of Aegis with any other entity. However, the holders of the Series B Preferred Stock cannot be located. World Focus, therefore, intends to obtain an order from the Delaware Court of Chancery to permit the merger to be consummated without the consent of a majority of the holders of the Series B Preferred Stock. In September 2003, Aegis received an order from the Chancery Court granting relief from the same provision of the Series B Preferred Stock Certificate of Designation in connection with a proposed prior merger. Pursuant to the Certificate of Designation, upon the liquidation, dissolution or winding up of Aegis, holders of Series B Preferred Stock are entitled to $3.60, plus accrued and unpaid dividends, for each share of Series B Preferred Stock (or an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006). Pursuant to the terms of the order of the Delaware Chancery Court to be sought in connection with the merger, the amount of consideration payable to the holders of Series B Preferred Stock will be set aside and reserved for payment upon identification of the holders of the Series B Preferred Stock following closing of the merger.

The Filing Persons’ Position of the Fairness of the Merger.
The Filing Persons have concluded that the merger is both substantively and procedurally fair to the holders of the common stock of Aegis (other than ACG Acquisition) and the holders of the Series B Preferred Stock, based primarily on the following factors:

· The going-private transaction represents an opportunity for the unaffiliated public stockholders to receive cash for each share of Aegis common stock, not subject to any financing condition, at a premium to $0.031 per share, the last sale price for a share of Aegis common stock on September 15, 2006, the last date on which the Aegis common stock traded prior to the date of the meeting of the Board of Directors of World Focus and ACG Acquisition held to discuss the merger.

· The average daily trading volume for the common stock of Aegis for the three-month period prior to September 15, 2006, the last date on which the Aegis common stock traded prior to the date of the meeting of the Board of Directors of World Focus and ACG Acquisition held to discuss the merger, was approximately 147,000 shares, which is a limited trading volume; therefore, the common stock of Aegis has limited liquidity to the unaffiliated public stockholders and it may be difficult for the unaffiliated public stockholders to sell significant blocks of common stock of Aegis without adversely impacting the trading price.

· The $0.05 per share consideration to be paid for shares of Aegis common stock entitled to receive consideration in the merger substantially exceeds the per share negative net book value of each share of Aegis common stock, calculated on a diluted basis, which, based on the most recent unaudited balance sheets of Aegis, was approximately $(0.004) at June 30, 2006.

· Our management derived a range of potential prices for Aegis’ common stock by applying average revenue and EBITDA multiples implied by the closing trading prices and enterprise values (equity market capitalization plus preferred stock and total debt less cash and equivalents) of certain publicly-traded companies. The low, mean and high prices using an average EBITDA multiple were $0.032, $0.046 and $0.075, respectively. The low, mean and high prices using an average revenue multiple were $0.024, $0.065, and $0.196, respectively.

· On September 14, 2006, World Focus entered into an agreement with Questor Partners Fund II, L.P., Questor Side-by-Side Partners II, L.P. and Questor Side-by-Side Partners II 3(c)(1), L.P. to purchase from those Questor entities 73,171,007 shares of Aegis common stock at a purchase price of $0.0268 per share, which reflects the negotiated price at which the Questor entities agreed to sell their shares

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of common stock of Aegis. World Focus has agreed to pay the Questor entities the difference between $0.0268 per share and the highest per share price World Focus pays to acquire shares of Aegis common stock, including in connection with the merger, during the 18-month period following the acquisition of the Aegis common stock from the Questor entities.

· Aegis will no longer be subject to the costly reporting and other disclosure requirements of the Securities Exchange Act of 1934, including those instituted under the Sarbanes-Oxley Act of 2002.

· The unaffiliated stockholders of Aegis will be entitled to exercise appraisal rights and demand “fair value” for their shares as determined by the Delaware Court of Chancery, which may be determined to be more or less than (or equivalent to) the amount of cash consideration offered to such holders for such shares pursuant to the merger. The notice and other requirements under Section 262 of the Delaware General Corporation Law with respect to the Series B Preferred Stock may be extended or otherwise changed or modified pursuant to an order of the Delaware Court of Chancery. See “Special Factors - Purposes, Alternatives, Reasons and Effects of the Merger” and Item 4 “Terms of the Transaction” beginning on pages 2 and 17, respectively, of this Schedule 13E-3.

· The holders of Series B Preferred Stock of Aegis will be entitled to receive $3.60, plus all accrued and unpaid dividends, for each share of Series B Preferred Stock, which is equal to the amount to be received for each share of Series B Preferred Stock upon a liquidation, dissolution or winding up of Aegis pursuant to the Series B Preferred Stock Certificate of Designation (or an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006).

Consequences of the Merger.
Completion of the merger will have the following consequences:

· Aegis will be a privately held corporation, with World Focus owning 100% of the equity interest in Aegis and its business.

· Only the holders of the stock of World Focus will have the opportunity to participate in the future earnings and growth, if any, of Aegis. Similarly, only the holders of the stock of World Focus will face the risk of losses generated by Aegis’ operations or a decline in value of Aegis after the merger.

· The shares of Aegis common stock will no longer be publicly traded. In addition, Aegis will no longer be subject to the reporting and other disclosure requirements of the Securities Exchange Act of 1934, including requirements to file annual, periodic and other reports or to provide the type of going private disclosure contained in this Schedule 13E-3.

· Subject to the exercise of statutory appraisal rights, each share of Aegis common stock (other than shares held by ACG Acquisition or shares held in treasury) will be converted into the right to receive $0.05 per share in cash, without interest (or an aggregate total common stock purchase price of approximately $2.96 million).

· Subject to the exercise of statutory appraisal rights, each share of Series B Preferred Stock (other than shares held in treasury) will be converted into the right to receive $3.60, plus all accrued and unpaid dividends (or an aggregate total Series B Preferred Stock purchase price of approximately $330,494, assuming the merger is consummated on October 31, 2006).

[Joe Burmeister]

Yeah...but why the sudden increase in volume?

[VABlue76]

Weeeeeeeeeee

[Pennyfool]

Aegis Communications Group Reports Second Quarter 2006 Results - 62% Increase in Revenues Over Second Quarter 2005 and


IRVING, Texas, Aug. 7 /PRNewswire-FirstCall/ -- Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS), a worldwide transaction-based business process outsourcing company that enables clients to make customer contact programs more profitable and drive efficiency in back office processes, announced earlier today its earnings report for the second quarter ending June 30, 2006. All dollar figures are expressed in thousands.

Aegis's Chief Executive Officer Kannan Ramasamy commented: "We continued to make solid progress on all aspects of our business operations. We have seen growth with our traditional accounts in telecom and financial services and our recent accounts in healthcare. The benefits of our new financing arrangement, the progress on consolidating to a VoIP based platform and continued management by metrics at all operating levels is driving our cost efficiencies and improvement in profitability."

Net income: For the second quarter 2006, we recognized net income applicable to common shareholders of $1,588 versus a net loss applicable to common shareholders of $4,393 for the comparable second quarter 2005, representing an increase in quarterly turnaround to profitability of $5,981 for the second quarter. The Company measures operating performance through EBITDA, which is operating income excluding the expense of depreciation and amortization charge. The Company continued its return to profitability, with EBITDA profit of $2,817 for the second quarter 2006 versus an EBITDA loss of $1,920 for the comparable second quarter 2005. The change from 2005 represents cost savings instituted during the 2005 year to right size the business and focus on diversification of marketing to different industries, mainly initiated in the areas of healthcare related business pertaining to Medicare Part D services.

Revenues: For the quarter ended June 30, 2006, revenues from continuing operations were $25,629 versus $15,807 in the comparable second quarter 2005, an increase of $9,822, or 62%. This growth in revenues was mainly attributable to the increase in accounts related to healthcare call operations associated with Medicare Part D customers as well as on going customer relationship work for Humana. Additionally, there was an increase in business received from our existing customers, Western Union, Comcast and Bell South continuing on from the first quarter 2006.

Revenue Mix: Inbound CRM and non-voice services continued to be responsible for the majority of our revenues in the second quarter 2006. Together those two service areas accounted for approximately $20,800 (81.2%) of our revenues, as compared to $13,700 (86.7%) in the second quarter 2005. Outbound CRM revenue accounted for approximately $4,800 (18.8%) of total revenues for the three months ended June 30, 2006 as compared to $2,100 (13.3%) due to a renewed focus on our customer acquisitions by our telecom clients.

For the three and six months ended June 30, 2006 and 2005, the mix of revenues was as follows: Three Months Ended Six Months Ended

June 30, June 30,

(Dollars in

millions) 2006 % 2005 % 2006 % 2005 %

Inbound CRM $19.1 74.6% $12.1 76.6% $43.6 78.7% $24.9 79.3%

Outbound CRM 4.8 18.8% 2.1 13.3% 8.3 15.0% 3.3 10.5%

Non-Voice &

Other 1.7 6.6% 1.6 10.1% 3.5 6.3% 3.2 10.2%

Total

revenues $25.6 100.0% $15.8 100.0% $55.4 100.0% $31.4 100.0%

We are dependent on several large clients for a significant portion of our revenues. The loss of one or more of these clients or a significant decline in business with any of these clients individually or as a group, or our inability to collect amounts owed to us by such clients, could have, and in the past have had, a material adverse effect on our business.

Cost of Services: Cost of services increased by approximately $5,535, or 47.2%, from $11,732 for the quarter ended June 30, 2005 to $17,267 for the second quarter of 2006. Cost of services as a percentage of sales decreased from 74.2% for the three months ended June 30, 2005 to 67.4% for the comparable period in 2006. The absolute increases in the cost of services for the quarter is attributable to more services provided. The lower percentage of cost in 2006 represents increased efficiencies in operating costs related to production costs for the same periods in 2005.

Selling, General and Administrative Expenses: Selling, general and administrative expenses decreased $450 from $5,995 for the three months ended June 30, 2005 to $5,545 for the three months ended June 30, 2006. The decreases are mainly attributable to cost containment strategies of all general and administrative expenses initiated in 2005 as well as a reduction in overall costs of the Company's sales and marketing expenses outsourced.

Aegis Profile

Aegis Communications Group, Inc. (Aegis) is a worldwide transaction-based business process outsourcing Company that enables clients to make customer contact programs more profitable and drive efficiency in back office processes. Aegis' services are provided to a blue chip, multinational client portfolio through a network of client service centers employing approximately 3,700 people and utilizing 3,059 production workstations. Further information regarding Aegis and its services can be found on its website at http://www.aegiscomgroup.com .

The following is a "safe harbor" statement under the Private Securities Litigation Reform Act of 1995: Statements contained in this document that are not based on historical facts are "forward-looking statements". Terms such as "anticipates", "believes", "estimates", "expects", "plans", "predicts", "may", "should", "will", the negative thereof and similar expressions are intended to identify forward-looking statements. Such statements are by nature subject to uncertainties and risks, including but not limited to: the Company's reliance on certain major clients; unanticipated losses of or delays in implementation of client programs; higher than anticipated implementation costs associated with new client programs; the successful combination of revenue growth with operating expense reduction to result in improved profitability and cash flow; government regulation and tax policy; economic conditions; competition and pricing; dependence on the Company's labor force; reliance on technology; telephone and internet service dependence; and other operational, financial or legal risks or uncertainties detailed in the Company's SEC filings from time to time. Should one or more of these uncertainties or risks materialize, actual results may differ materially from those described in the forward- looking statements. The Company does not intend to update any of those forward-looking statements. (financial statements follow)

Aegis Communications Group, Inc.

Unaudited Condensed Consolidated Statements of Operations

(Dollars in thousands, except per share amounts)

Three Months ended Six Months ended

June 30, June 30,

2006 2005 2006 2005

Revenues $25,629 $15,807 $55,440 $31,446

Operating costs:

Cost of services 17,267 11,732 38,354 23,278

Selling, general and

administrative

expenses 5,545 5,995 12,183 12,300

Depreciation and

amortization 768 1,847 1,582 3,593

Total operating

expenses 23,580 19,574 52,119 39,171

Operating income/

(loss) 2,049 (3,767) 3,321 (7,725)

Interest expense, net 220 215 689 319

Non-cash interest expense 127 411 165 793

Income/(loss) from

continuing

operations before

income taxes 1,702 (4,393) 2,467 (8,837)

Income taxes expense 114 --- 114 ---

Net income/(loss) 1,588 (4,393) 2,353 (8,837)

Preferred stock dividends --- --- --- ---

Net income/(loss)

applicable to common

shareholders $1,588 $(4,393) $2,353 $(8,837)

Basic and diluted

income/(loss) per

common share $0.00 $(0.01) $0.00 $(0.01)

Weighted average shares

of common stock

outstanding

(in thousands):

Basic 1,146,741 659,577 1,146,741 659,577

Diluted 1,146,741 659,577 1,146,741 659,577

Aegis Communications Group, Inc.

Condensed Selected Financial Data

(Dollars in thousands)

June 30, December 31,

2006 2005

Assets (Unaudited) AUDITED

Cash and cash equivalents $--- $270

Accounts receivable trade, net 17,849 9,296

Total current assets 18,643 10,435

Property and equipment, net 6,053 7,490

Total assets 24,872 18,115

Liabilities & Shareholders' Deficit

Short term revolver $4,192 $904

Accounts payable 6,646 6,281

Other current liabilities 11,041 9,405

Current portion of debt 3,354 1,609

Total current liabilities 27,161 20,447

Long term notes payable, net of current

portion --- 1,617

Total shareholders' (deficit) (4,368) (6,721)

SOURCE Aegis Communications Group, Inc.

Contact Information: Information Line of Aegis Communications Group, Inc., [phone]

WebSite: http://www.aegiscomgroup.com

[Pennyfool]

Anyone listen to the Money-Sense interview? Sounds like they will be significantly increasing their workforce over the next 6-9 months. Restructuring was mentioned, along with the possibility of an RS. I fully expect Kannan will take Aegis to the next level, and back to a major exchange.

[Investolator]

AGIS is still holding good IMO. It may be getting time for it to move above .04 soon as it has not been above that mark since 17 May. Best of luck to all and may you all have a great day and a super weekend.
Seán

[Investolator]

I know what you mean.

There is another company that is trading under .02 (.014 as of today) and has been making profits for several years now. They got up to around .045 in the later part of 2003.

IMO this is not a fast moving stock and I am betting it will move upward. I don't mind holding for as long as I need inorder to ahve a good profit, but that is just me.

Have a great day.

Seán

[stratocasterca]

a profitable outfit under 4 cents,,, some things just don't make any sense.

[charlesnj6]

I hope daytraders don't get control of this stock.

[gogrums]

How many .035/share companies out their are making money? Sort of like a savings account with steady growth that will one day unexpectantly shoot up to .10-.20, form a new base and then do it again. Buy and hold.

[Investolator]

I do not expect much of a price increase from day to day just yet. I would like to see it make a solid base holding just above .05 for a few months or so. IMO then, I think we will then begin to see a slow but maybe steady climb, JMO. This is not a stock day-traders would take a second look at, yet. May all have a great day.
Seán

[Investolator]

I lkike the chart also. If anyone is looking at this as making a fast buck IMO they are looking in the wrong place. It could happen but IMO I would rather see a nice slow northward movement for the time being. May there be more up days then down, and may the down days be small. And as you said, time will tell.

[gogrums]

I like the chart and I like the company bottom line improvement . The new guys seem to mean business and know what they are doing...time will tell.

[dayneyus]

momo The Risingtide site has been folowing AGIS, the origin and ID is unknown to me but seem to provide good DD.
http://home.earthlink.net/~risingtides/id13.html

[Investolator]

WOW, I think you are right. They do have a very high regard for AGIS. Wish that could come true. Time will tell. Have a great day, Seán

[stratocasterca]

a site that holds AGIS in high regard:
http://home.earthlink.net/~risingtides/id13.html

[Investolator]

I just came across AGIS last week and liked what I saw and had to jump in. Looking forward to much higher pps in the future. It will be of interest to see what happens during the next few days with this information now out. Hope you have a great evening. Seán

[stratocasterca]

i have been in this a long time, waiting for it to take hold, and i think this turn of events is a most welcome thing. Essar still wants an American presence in the market, and would love to grow this to big board listing, or so it appears. I'll be waiting.

[Golden Cross]

Aegis Communications Group Reports First Quarter 2006 Results - Over 90% Revenue Growth and Return to Profitability
Monday May 15, 7:12 pm ET


IRVING, Texas, May 15 /PRNewswire-FirstCall/ -- Aegis Communications Group, Inc. (OTC Bulletin Board: AGIS - News), a worldwide transaction-based business process outsourcing company that enables clients to make customer contact programs more profitable and drive efficiency in back office processes, announced earlier today its earnings report for the first quarter ending March 31, 2006. All dollar figures are expressed in thousands.
ADVERTISEMENT


First Quarter 2006 vs. First Quarter 2005

We recognized net income applicable to common shareholders of $765 for the first quarter 2006 versus a net loss applicable to common shareholders of $4,444 for the first quarter 2005, representing a $5,209 turnaround to profitability. The Company measures operating performance through EBITDA, which is operating income excluding the expense of depreciation and amortization charge. The Company's EBITDA turned to a profit of $2,086 for the first quarter 2006 versus an EBITDA loss of $2,212 for the first quarter 2005. The change from 2005 represents cost savings instituted during the 2005 year along with increased business mainly in the areas of Healthcare related business pertaining to Medicare Part D services.

Revenues. For the quarter ended March 31, 2006, revenues from continuing operations were $29,811 versus $15,639 in the first quarter 2005, an increase of $14,172, or 91%. This increase was mainly attributable to the increase in revenues on Humana, Pharmacare and NationsHealth health care related services. Additionally, there were increases in business services provided to Western Union, Comcast and Bell South.

Net income/(loss). Net income for the first quarter 2006 was $765 as compared to the prior year first quarter 2005 net loss of $4,444. This turnaround swing of profitability of $5,209 was through a concerted effort cumulating from the factors of significant cost reductions in 2005 from center closures, renegotiation of various vendor contracts of services provided, to an enhancement of our sales and marketing operations for greater penetration as can be seen in the increased revenue volume during the 2006.

Revenue Mix. Inbound CRM and non-voice services continued to be responsible for the majority of our revenues in the first quarter 2006. Together those two service areas accounted for approximately $26,300 (88.2%) of our revenues, as compared to $14,500 (92.7%) in the first quarter 2005. Outbound CRM revenue accounted for approximately $3,500 (11.8%) of total revenues for the three months ended March 31, 2006 as compared to $1,100 (7.3%), a large turnaround in the comparable prior year period.

[Investolator]

Maybe the word hasn't gotten around to the masses yet.

IMO .05 is not that far away and if that can be reached and held for several weeks or months then maybe we could see even higher pps.

I don't mind waiting and holding, I am in AGIS for the long haul.

Have a great day,
Seán

[stratocasterca]

Our microcap just turned a profit! and no action... hmmmmm