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EPCCQ Epic Energy Resources, Inc. Common Stock 3/7/2012 Plan of Bankruptcy Effective. Shares have been cancelled. Deletion time: 11:08:13
http://www.otcbb.com/asp/dailylist_detail.asp?d=03/07/2012&mkt_ctg=ALL
closed at hod after .01 this could be a huge runner here monster thin
Okay. Thanks
Do you know if commmons safe here?
Great action today!
Looking good here...
0.0015 just hit today. The CH11 pos scam will soon break down the 52
-week low .0012 and hit the new low 0.0001 ~ 0.0002. Sell at the bid ASAP before it is too late! All the common shares may be canceled...
No Im not I Just posted the news here that they were filing so nope
It has already filed the CH11 today! Are you still interested in it?
I remember you said you do not buy "Q" stock. Take a look at BLLD.
EPCC 8k: going otcbb to pink
Item 8.01. Other Events.
Epic Energy Resources, Inc. (the “Company”) announced on September 24, 2010 that it will cease trading its securities on the OTC Bulletin Board and move to the Pink OTC Markets during the course of the next ten days. Pink OTC Markets provide the leading inter-dealer electronic quotation and trading system in the over-the-counter (OTC) securities market. Pink OTC Markets has reported that over 170 FINRA-member broker-dealers actively make markets in Pink Sheets quoted securities.
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 hereunto duly authorized.
Dated: September 24, 2010
Epic Energy Resources, Inc.
(Registrant)
By: /s/ Michael Kinney
Michael Kinney, Chief Financial Officer
EPCC 0.095
EPCC $0.09
Epic Energy Resources Announces Changes to Its Board of Directors
PR Newswire - May 03 at 19:11
Company Symbols: NASDAQ-OTCBB:EPCC
HOUSTON, May 3 /PRNewswire-FirstCall/ -- Epic Energy Resources, Inc. (OTC Bulletin Board: EPCC) (&;Epic&; or &;the Company&;) announced today that Mr. John Otto has resigned as a Director of the Company and that the Board has appointed Mr. Jack W. Schanck to fill the vacancy. Alan Carnrite, the Company&;s Chairman stated, &;On behalf of the Board and the Company, we want to thank John for his dedication, service and contribution to the Board and the Company and wish him all the best.&;
Mr. Schanck has over 20 years of oil and gas industry experience. Since 2006, he has been a managing partner and CEO for Tecton Energy a privately held investment energy company headquartered in Houston, Texas. Since 2008, Mr. Schanck has been a board member of Penn West Energy Trust, an open-ended energy investment trust headquartered in Calgary, Canada. From 1999 to 2005, Mr. Schanck served as Co-CEO for Samson Investment Company, the 4th largest US based oil and gas company based in Tulsa, Oklahoma. Prior to joining Samson, he held positions with Spirit Energy 76 and Unocal Oil & Gas Operations, both located in Sugar Land, Texas. Mr. Carnrite stated, &;Jack provides the Company with a wide breadth of experience in the energy industry. The Board looks forward to working with Jack to help guide the Company through this challenging environment.&;
About Epic Energy Resources, Inc.
Epic Energy Resources, Inc. is a Houston based integrated energy services company. Epic provides business and operations consulting; engineering, procurement, and construction management; production operations & maintenance; specialized training, operating manuals, data management and data integration focused primarily on the upstream, midstream and downstream energy infrastructure. Epic is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1Epic.com.
Forward Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management&;s belief and assumptions derived from currently available information. Although Epic Energy Resources (&;Epic&;) believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for Epic&;s services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in Epic&;s SEC filings. Epic does not undertake any obligation to publicly update forward-looking statements contained herein to reflect subsequent events or circumstances.
SOURCE Epic Energy Resources, Inc.
EPCC.. Background 5
Goodwill and Other Intangible Assets
The Company periodically reviews the carrying value of intangible assets not subject to amortization, including goodwill, to determine whether impairment may exist. Goodwill and certain intangible assets are assessed annually, or when certain triggering events occur, for impairment using fair value measurement techniques. These events could include a significant change in the business climate, legal factors, a decline in operating performance, competition, sale or disposition of a significant portion of the business, or other factors. Specifically, goodwill impairment is determined using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses level 3 inputs and a discounted cash flow methodology to estimate the fair value of a reporting unit. A discounted cash flow analysis requires one to make various judgmental assumptions including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s budget and long-term plans. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. The Company’s evaluation of goodwill completed during the year ended December 31, 2009 resulted in an impairment loss of $9,917,573.
The impairment test for other indefinite–lived intangible assets not subject to amortization consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The estimates of fair value of intangible assets not subject to amortization are determined using various discounted cash flow valuation methodologies. Significant assumptions are inherent in this process, including estimates of discount rates. Discount rate assumptions are based on an assessment of the risk inherent in the respective intangible assets. Indefinite-lived intangible assets consists of the trade names of Epic’s subsidiaries. For the years ended December 31, 2009 and 2008, the Company recorded impairment losses of $1,647,609 and $578,612, respectively, related to the trade names.
As of December 31, 2009 and 2008, amortizable intangible assets consist of employment contracts, backlog, patents, and customer related intangible assets. The employment contracts are being amortized on a straight-line basis over their estimated useful life of 30 months, backlog is being amortized on a straight-line basis over their estimated useful lives of 1 to 3 years and the customer related intangible assets are being amortized on a weighted average life of approximately 6 years. For the years ended December 31, 2009 and 2008, the Company recorded impairment losses of $395,385 and $926,471, respectively, related to its amortizable intangible assets.
Customer Deposits
Customer deposits represent advance payments for procurement of materials for a customer. The Company has a contractual relationship with a customer to procure engineered materials for a gas plant project. The customer provides funds in a lump sum to the Company to procure the materials for use in the project. The Company recognizes the related cash and a liability in the financial statements for future materials to be purchased as agent for the customer. Any excess funds received are refunded to the customer at the end of the contract.
Asset Retirement Obligations (“ARO”).
The estimated costs of restoration and removal of facilities are accrued. The fair value of a liability for an asset's retirement obligation is recorded in the period in which it is incurred and the corresponding cost capitalized by increasing the carrying amount of the related long-lived asset. The liability is accreted to its then present value each period, and the capitalized cost is depreciated with the related long-lived asset. If the liability is settled for an amount other than the recorded amount, a gain or loss is recognized. For all periods presented, estimated future costs of abandonment and dismantlement are included in the full cost amortization base and are amortized as a component of depletion expense. At December 31, 2008, the ARO of $230,118 is included in Current liabilities associated with assets held for sale in the accompanying Consolidated Balance Sheet. See Note 5 for further discussion.
EPCC.. $0.12 Epic Energy Resources Announces Marcellus Shale Drilling and Development Agreement
PR Newswire - Apr 21 at 08:00
Company Symbols: NASDAQ-OTCBB:EPCC
HOUSTON, April 21 /PRNewswire-FirstCall/ -- Epic Energy Resources, Inc. (OTC Bulletin Board: EPCC) (&;Epic&; or &;the Company&;) announced today its entry into a drilling and development agreement with Whittle Corporation to drill Marcellus Shale wells in northwest West Virginia (the &;Drilling Program&;). ARGOS Asset Management, LLC (&;ARGOS&;), Epic&;s joint venture with UIV LLC (&;UIV&;), has entered into a Drilling Program with Whittle Corporation to develop certain leases held by Whittle which includes an 11 county area of mutual interest (&;AMI&;) including Wetzel, Tyler, Ritchie and Marshall Counties. ARGOS and Whittle have agreed to jointly develop approximately 12,600 acres pledged to the Drilling Program by Whittle.
Capital funding for the Drilling Program will be provided by UIV while Epic provides project management oversight on behalf of ARGOS. Phase-1 of the development plan includes drilling 5 vertical wells over the next several quarters.
&;Whittle, a successful family business founded in 1902, brings five generations of regional oil and gas experience to this program,&; commented John Ippolito, President and CEO of Epic. &;This transaction places Epic in a unique position to leverage the Company&;s broad base of technical and operational services in one of the most active shale plays in the country and provides ARGOS with strategic entry into the Marcellus Shale.&;
About ARGOS Asset Management
ARGOS Asset Management, LLC, is a joint venture between Epic Energy Resources and UIV LLC (a private investor). ARGOS was formed with the intent to co-invest with the Company&;s clients, and/or invest jointly with UIV, in midstream and upstream development projects where Epic&;s core services are deployed. Epic owns 50% of ARGOS Asset Management, LLC.
About Whittle Corporation
Whittle Corporation is a fifth generation family owned and operated drilling and oil & gas production company located in northwestern West Virginia. This family managed company has been through the numerous oil and gas cycles since its predecessors began drilling oil and gas wells in the foothills of the Appalachian Mountains in 1902. Whittle corporation has been involved in drilling and completing thousands of wells in the Appalachian Basin including over 120 Marcellus wells during the last 5 years giving the company unparalleled knowledge and understanding of the Marcellus Shale.
About Epic Energy Resources, Inc.
Epic Energy Resources, Inc. is a Houston based integrated energy services company. Epic provides business and operations consulting; engineering, procurement, and construction management; production operations & maintenance; specialized training, operating manuals, data management and data integration focused primarily on the upstream, midstream and downstream energy infrastructure. Epic is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1Epic.com.
Forward Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management&;s belief and assumptions derived from currently available information. Although Epic Energy Resources (&;Epic&;) believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for Epic&;s services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in Epic&;s SEC filings. Epic does not undertake any obligation to publicly update forward-looking statements contained herein to reflect subsequent events or circumstances.
SOURCE Epic Energy Resources, Inc.
EPCC.. $0.12 Fourth Quarter Results
Epic Energy Resources Announces Fourth Quarter Results
PR Newswire - Apr 14 at 18:51
Company Symbols: NASDAQ-OTCBB:EPCC
HOUSTON, April 14 /PRNewswire-FirstCall/ -- Epic Energy Resources, Inc. (OTC Bulletin Board: EPCC) (the &;Company&;) a provider of engineering, management consulting, training and data management services to the energy industry, today announced the completion of a private placement offering in which the Company consummated the following transactions:
-- Raised approximately $3.6 million of cash through the issuance and sale
of approximately 3.6 million shares of its Series A Preferred Stock at
$1.00 per share. Each share of Series A Preferred Stock (the "Preferred
Stock") will be convertible into fourteen (14) shares of the Company's
common stock, no par value ("Common Stock") following the amendment of
the Company's Articles of Incorporation to increase the number of
authorized common shares. In addition, the Company has agreed to
register the underlying Common Stock; and
-- Exchanged approximately 16.4 million shares of unrestricted Common
Stock, on a one to one basis, and 451,299 of Preferred Stock, for all
its outstanding Series C and Series D Convertible Warrants; and
-- Debenture Holders holding 98% of the Company's outstanding principal
amount under its 10% secured debentures due December 5, 2012
("Debentures") agreed to waive certain breaches under the agreements
pertaining to the Debentures and to defer approximately $6 million of
principal payments to be paid during 2010 until the end of 2012, in
return for 6 million shares of the Company's Common Stock. Also, the
Debenture Holders holding the remaining 2% of the Company's Debentures
agreed to the redemption of their Debentures at par value plus accrued
interest; and
-- Redeemed $1 million of principal amount outstanding under its Debentures
from Whitebox Advisors, LLC in return for 14 million shares of its
Common Stock; and
-- Agreed to issue approximately 1.2 million shares of Preferred Stock to
members of management, including its Board members, in exchange for
$525,000 of past due compensation and fees, and to permanently reduce
management's compensation through the remainder of 2010 by approximately
$675,000.
John S. Ippolito, the Company&;s President & CEO stated, &;We completed this private placement in order to address our needs for working capital and liquidity to enable the Company to fund existing and future projects. We want to express our thanks to our new stockholders who have provided us with over $3.6 million of additional working capital and to our Debenture Holders and management team for their cooperation and participation in this Offering. Management is focused on delivering cost effective services to our customers and to growing the revenues and opportunities in each of our business segments.&;
EXCHANGE OFFER SUMMARY TABLE
Pre-Investment/Exchange Post-Investment/Exchange
Shares (fully diluted) % Shares (fully diluted) %
Common Stock:
Outstanding Shares 45,413,734 59.7 79,727,261 (1) 48.8
Warrant Shares
Common 5,613,668 7.4
Debentures 17,071,363 22.4
Employee Options 7,975,687 10.5 7,975,687 4.9
Preferred Stock:
Series A Preferred
Stock - - 75,577,502 (2) 46.3
76,074,452 100% 163,274,450 100%
(1) The post-investment fully diluted shares includes the following:
Outstanding Common Stock 45,413,734
Series C Warrants Exchanged for Common Stock 4,613,668
Series D Warrants Exchanged for Common Stock 11,753,181
Common Stock Issued to Debenture Holders 3,940,678
Outstanding Debenture Principal Amount Converted ($1.0 M) 14,000,000
Total Post-Investment Fully Diluted Shares of Common Stock 79,727,261
(2) Series A Preferred Stock
Compensation to Management and the Board of Directors (1.2M) 16,800,000
Issuance to New Investors (3.6M) 50,400,000
Series C Warrants Exchanged for Preferred Shares 1,000,000
Series D Warrants Exchanged for Preferred Shares 5,318,180
Series A Preferred Stock Issued to Debenture Holders (147,094) 2,059,322
Total Post-Investment Preferred Shares (14 to 1 Conversion) 75,577,502
CAPITALIZATION
The following table sets forth our capitalization as of April 9, 2010 (1) on an actual basis and (2) as adjusted to reflect net proceeds from the sale by us of 3,600,000 shares of Preferred Stock in this offering, at a sale price of $1.00 per share, after deducting our estimated offering expenses, the issuance of Common Stock and Series A Preferred Stock in exchange for outstanding Warrants and certain amendments and waivers to our Debentures, the issuance of Preferred Stock in exchange for amounts owing to directors and certain members of our management, the cancellation of the Castex Ventures Note and the issuance of Common Stock in exchange for the redemption of certain Debentures. You should read this table in conjunction with &;Management&;s Discussion and Analysis of Financial Condition and Results of Operations&; in our Annual Report on Form 10-K, and our audited financial statements and related notes for the year ended December 31, 2009 included therein.
December 31, 2009
Historical
(Audited) As Adjusted
(In thousands, except par value and share
information)
Cash $153 $5,003
Debentures 14,922 13,750
Note Payable Secured by Assets
Acquired 1,343 1,343
Note Payable – EIS Acquisition 1,070 1,070
Other Liabilities 7,568 6,368
Total Debt $24,903 $22,531
Stockholders' equity
Series A Preferred Stock $ - $4,947
Common Stock, no par value,
authorized 100,000,000 shares;
outstanding 45,413,781, net of
treasury stock, actual; and
79,727,261 issued and outstanding, as
adjusted for the issuance of
34,313,527 shares 33,639 33,639
Warrants - -
Additional paid-in capital 1,924 1,924
Accumulated deficit (31,778) (31,778)
Accumulated other comprehensive loss - -
Treasury stock, at cost, no shares - -
Total stockholders' equity 3,785 8,732
Total Capitalization $28,688 $31,263
About the Company
Epic Energy Resources, Inc. is a Houston based integrated energy services company. Epic provides business and operations consulting; engineering, procurement, and construction management; production operations & maintenance; specialized training, operating manuals, data management and data integration focused primarily on the upstream, midstream and downstream energy infrastructure. Epic is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-863-9635, www.1Epic.com.
Forward Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management&;s belief and assumptions derived from currently available information. Although Epic Energy Resources, Inc. (&;Epic&;) believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for Epic&;s services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in Epic&;s filings with the Securities and Exchange Commission. Epic does not undertake any obligation to publicly update forward looking statements contained herein to reflect subsequent events or circumstances.
SOURCE Epic Energy Resources, Inc.
EPCC $0.12 Background.. 4
The following table sets forth our capitalization as of March 9, 2010 on an actual basis.
Cash $ 153
Debentures 14,922
Note Payable Secured by Assets Acquired 1.343
Note Payable – EIS Acquisition 1,070
Other Liabilities 7,568
Total Debt $ 24,903
Stockholders’ equity
Series A Preferred Stock $ -
Common Stock, no par value, authorized 100,000,000 shares; outstanding 45,413,7811, net of treasury stock 33,639
Warrants -
Additional paid-in capital 1,924
Accumulated deficit (31,778 )
Accumulated other comprehensive loss -
Treasury stock, at cost, no shares -
Total stockholders’ equity 3,785
Total Capitalization $ 28,688
1 Of which, Affiliates of the Company own 77.5%.
EPCC $0.12 Background.. 3
Item 1.01. Entry in a Material Definitive Agreement.
On December 3, 2009, effective as of December 1, 2009, Epic Energy Resources, Inc., (the “Company”) entered into an Amendment Agreement (the “Amendment”) with the holders (the “Holders”) of substantially all its outstanding 10% Secured Debentures (the “Debentures”), to defer the Company’s December 1, 2009 Debenture payment to the Holders until November 30, 2010 (the “Deferral Period”). During the Deferral Period, the current annual 10% interest rate payable to the Holders will be increased to 12%. No other changes were made to the Debentures’ terms and conditions.
The foregoing description does not purport to be a complete description of all the terms of the Amendment. A copy of the Amendment is enclosed herewith as Exhibit 10.1 and is incorporated by reference into this Item 1.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(c) On November 30, 2009, the Board of Directors of the Company appointed John S. Ippolito, the current President and Interim Chief Executive Officer of the Company, to serve as the Chief Executive Officer of the Company.
(e) On November 30, 2009, the Board of Directors of the Company increased the annual salaries of the Chief Executive Officer (John Ippolito) and the Chief Financial Officer (Mike Kinney) to $275,000 and $235,000, respectively. Based on the Company’s current 30% salary deferral plan for certain management personnel, Mr. Ippolito will be paid at a current annual rate of $192,500 and Mr. Kinney will be paid at a current annual rate of $164,500. These changes are effective as of September 6, 2009. The annual deferrals will continue until such time as the Board of Directors elects, based on the financial and other circumstances of the Company, to discontinue the deferrals. The amounts deferred also will be paid at the discretion of the Board based on the financial and other circumstances of the Company.
Except as described in this Report on Form 8-K, there have been no changes in the terms of the Company’s employment of either Mr. Ippolito or Mr. Kinney. Information set forth in the Company’s Form 10-K for the fiscal year ended December 31, 2008 is incorporated in this Item 5.02 by reference with respect to Mr. Ippolito’s and Mr. Kinney’s employment terms, personal background (including work experience), ownership of the Company’ s securities, and transactions related to the Company.
Item 7.01. Regulation FD Disclosure.
On December 4, 2009, the Company issued a press release entitled “Epic Board Appoints John Ippolito as CEO; Company Enters Into A Payment Deferral Agreement With Debenture Holders.” A copy of the press release is furnished herewith as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information disclosed in this Item 7.01 or in Exhibit 99.1 attached hereto of this Current Report on Form 8-K shall not be deemed “filed ” for the purpose of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing. This Current Report on Form 8-K does not constitute a determination of whether any information included herein is material.
Item 9.01. Financial Statements and Exhibits.
Exhibit 10.1 Amendment Agreement dated as of December 1, 2009.
Exhibit 99.1 Press Release dated December 4, 2009.
SIGNATURE
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 hereunto duly authorized.
Date: December 4, 2009 EPIC ENERGY RESOURCES, INC.
By: /s/Michael Kinney
Michael Kinney, Chief Financial Officer
INDEX TO EXHIBITS
Exhibit Number Description
10.1 Amendment Agreement dated as of December 1, 2009.
99.1 Press Release dated December 4, 2009.
THIS AMENDMENT AGREEMENT (this “Amendment”), dated as of December 1, 2009 is entered into by and among Epic Energy Resources, Inc., a Colorado corporation (the “Company”), the persons identified as “Holders” on the signature pages hereto (the “Holders”). Defined terms not otherwise defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).
WHEREAS, pursuant to a Purchase Agreement, dated as of December 5, 2007, as amended to date (the “Purchase Agreement”), among the Company and the investors signatory thereto, such investors purchased from the Company (i) 10% Secured Debentures (the “Debentures”) and (ii) warrants exercisable for shares of Common Stock.
WHEREAS, the parties desire to amend certain Transaction Documents pursuant to the terms hereof.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Holder and the Company hereby agrees as follows:
1. Amendments to the Debentures.
(A) Section 2(a) of the Debentures held by the Holders signatory hereto (and not any other holders of Debentures) is hereby amended and restated in its entirety as follow:
a) “Payment of Interest in Cash. The Company shall pay interest to the Holder on the aggregate unredeemed and then outstanding principal amount of this Debenture at the rate of (x) from the Original Issue Date through November 30, 2009, 10% per annum; (y) from December 1, 2009 through the date the Company pays the “December 2009 Quarterly Redemption Amount” (as defined in that certain amendment agreement dated December 1, 2009 among the Company and the investors signatory thereto) in full, 12% per annum; and (z) from and after the date the Company pays the December 2009 Quarterly Redemption Amount in full, provided the Company has timely paid all other required Quarterly Redemption Amounts through such date, 10% per annum (if the Company has not timely paid all required Quarterly Redemption Amounts, the interest shall remain at the rate of 12% per annum), payable quarterly on January 1, April 1, July 1 and October 1, beginning on the first such date after the Original Issue Date, on each Quarterly Redemption Date (as to that principal amount then being redeemed), and on the Maturity Date (each such date, an “Interest Payment Date”) (if any Interest Payment Date is not a Business Day, then the applicable payment shall be due on the next succeeding Business Day), in cash.”
(B) Payment of December 1, 2009 Quarterly Redemption Amount. The Company hereby agrees to pay the Quarterly Redemption Amount(s) (as defined in the Debentures) under each Debenture held by the Holders signatory hereto scheduled to have been paid on December 1, 2009 (such payment, the “December 2009 Quarterly Redemption Amount”), on December 1, 2010 (in addition to the Quarterly Redemption Amount otherwise due and payable on such date); provided, however, the Company shall be permitted to pay the December 2009 Quarterly Redemption Amount, in cash, at any time on or after the date hereof.
2. Waivers. Subject to the terms and conditions set forth herein, each Holder hereby waives, severally, and not jointly, the following prior occurrences, each of which may be deemed to cause an Event of Default (as defined in the Debentures) to the extent that these matters occurred on or before the date of execution of this Amendment: the failure to timely pay the Quarterly Redemption Amount due under the Debentures on December 1, 2009. Except as expressly set forth herein, nothing contained in this Amendment shall be construed to waive, limit, impair or otherwise affect any rights of a Holder in respect of any “Event of Default” (as defined in the Debentures) that occurs after the date of this Agreement.
3. Representations and Warranties. The Company hereby makes to the Holders the following representations and warranties:
(A) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Amendment and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Amendment by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, its board of directors or its stockholders in connection therewith. This Amendment has been duly executed by the Company and, when delivered in accordance with the terms hereof will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(B) No Conflicts. The execution, delivery and performance of this Amendment by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any material agreement, credit facility, debt or other material instrument (evidencing a Company or Subsidiary debt or otherwise) or other material understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.
(C) Equal Consideration. No consideration has been paid to any person to amend or consent to a waiver, modification, forbearance or otherwise of any provision of any of the Transaction Documents.
(D) Survival and Bring Down. All of the Company’s warranties and representations contained in this Amendment shall survive the execution, delivery and acceptance of this Agreement by the parties hereto.
(E) No Defaults. Following the execution and delivery of this Amendment by the parties hereto, no Event of Default (as defined in the Debentures) has occurred and is continuing as of the date hereof.
4. Miscellaneous.
(A) The waivers, agreements and amendments set forth herein shall not be effective unless and all conditions precedent to the effectiveness of this Amendment shall have been satisfied. In addition, the respective obligations, amendments, agreements and waivers of the Holders hereunder are subject to the accuracy in all material respects of the representations and warranties of the Company contained herein.
(B) Except as expressly set forth herein, each Holder, to its knowledge without independent investigation, acknowledges there are no “Events of Default” (as defined in the Debentures) under its Debentures, except for those being waived pursuant to Section 2 hereunder, that currently exist as of the date of that Holder’s execution of this Agreement.
(C) Except as expressly set forth above, all of the terms and conditions of the Transaction Documents (as defined in the Purchase Agreement) shall continue in full force and effect after the execution of this Amendment and shall not be in any way changed, modified or superseded by the terms set forth herein. Within 1 Trading Day of the date hereof, the Company shall issue a Current Report on Form 8-K reasonably acceptable to the Agent (as defined in the Security Agreement), attaching this Amendment, and disclosing the material terms of the transactions contemplated hereby. The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Amendment and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Amendment or any amendments hereto.
(D) This Amendment may be executed in two or more counterparts and by facsimile signature or otherwise, and each of such counterparts shall be deemed an original and all of such counterparts together shall constitute one and the same agreement. The Company hereby agrees that it will reimburse the Agent up to $5,000 for its legal fees and expenses upon its execution of this Amendment. Except as set forth in this section, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Amendment.
(E) The Company has elected to provide all Holders with the same terms and form of amendment, consent and waiver for the convenience of the Company and not because it was required or requested to do so by the Holders. The obligations of each Holder under this Amendment and any Transaction Document are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance or non-performance of the obligations of any other Holder under this Amendment or any Transaction Document. Nothing contained herein or in any Transaction Document, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Amendment or the Transaction Documents. Each Holder shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Amendment or out of the other Transaction Documents, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose. Each Holder has been represented by its own separate legal counsel in their review and negotiation of this Amendment and the Transaction Documents.
EPCC $0.12 Background.. 2
EPiC Board Appoints John Ippolito as CEO; Company Enters Into a Payment Deferral Agreement With Debenture Holders
PR Newswire - Dec 02 at 19:09
Company Symbols: NASDAQ-OTCBB:EPCC
HOUSTON, Dec. 2 /PRNewswire-FirstCall/ -- EPiC Energy Resources, Inc. (OTC Bulletin Board: EPCC) ("EPiC"), a provider of engineering, management consulting, training and data management services to the energy industry, today announced that the Board of Directors had appointed John Ippolito as the Company's Chief Executive Officer. Alan Carnrite, Chairman stated, "The Board is pleased to announce that John has demonstrated to the Board over the past seven months that he has the leadership skills, dedication and work ethic to be the Company's CEO and the Board looks forward to working with him and the rest of senior management."
Due to improving market and industry conditions resulting in increases in the Company's business backlog, the Company and its debenture holders believe that the deferral of the December debenture payment for up to one year is in the best interest of the Company, its shareholders and debenture holders. As a result, the Company also announced that it has entered into an Agreement with debenture holders owning substantially all of the Company's debentures to defer their December 1, 2009 payment for up to one year. Additionally, during the deferral period, the annual 10% interest rate will increased to 12%, no other changes were made to the debenture terms and conditions. The additional working capital made available from this deferral will be used for business development, project start up costs and other business needs.
"The Company's management and employees are working hard to increase the Company's revenues and deliver quality services to our clients. We want to take this opportunity to thank our clients for their continued trust and faith in us, and a special thanks to our employees who have been instrumental in helping us significantly reduce our operating costs," stated John S. Ippolito, President and CEO.
About EPiC
EPiC Energy Resources, Inc. is a Houston-based integrated energy services company, with offices in Denver, CO and Sheridan, WY. EPiC provides consulting, engineering, construction management, operations, maintenance, specialized training and data management services focused primarily on the upstream and midstream energy infrastructure. EPiC is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1epic.com.
Forward Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management's belief and assumptions derived from currently available information. Although EPiC Energy Resources, Inc. ("EPiC") believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for EPiC's services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions, availability of capital to pursue its business plan and service its debt, and other financial, operational and legal risks and uncertainties detailed from time to time in EPiC's SEC filings. EPiC does not undertake any obligation to publicly update forward looking statements contained herein to reflect subsequent events or circumstances.
SOURCE EPiC Energy Resources, Inc.
EPCC $0.12 Background..
EPiC Energy Resources Announces Third Quarter 2009 Results
PR Newswire - Nov 11 at 08:00
Company Symbols: NASDAQ-OTCBB:EPCC
HOUSTON, Nov. 11 /PRNewswire-FirstCall/ -- EPiC Energy Resources, Inc. (OTC Bulletin Board: EPCC) ("EPiC") a provider of engineering, management consulting, training and data management services to the energy industry, today announced its financial and operating results for the three and nine months ended September 30, 2009.
Since its inception, EPiC has grown through three accretive acquisitions. In August 2007, EPiC acquired The Carnrite Group, LLC ("Carnrite"), a management consulting company focused on providing strategic and operational consulting services to the broad energy industry. In December 2007, EPiC acquired Pearl Investment Company ("Pearl"), a diversified engineering and energy services company. In February 2008, EPiC acquired Epic Integrated Solutions, LLC ("EIS"), a global training and documentation company.
Despite the challenging economic environment, EPiC continues to work to expand its revenue base, both domestically and internationally, and manage costs aggressively. EPiC believes achievement of these major milestones will better position us to weather the economic downturn and emerge stronger when our industry and the economy improves.
Third Quarter 2009 Financial Results:
-- Revenues were $13.4 million for the third quarter of 2009, a 59%
decrease compared to the $21.3 million for the third quarter of 2008.
-- Consulting fee revenue was $6.4 million for the third quarter of
2009, a 55% decrease compared to $14.2 million for the third quarter
of 2008.
-- Reimbursed materials revenue was $7.0 million for the third quarter
of 2009 compared to $7.1 million for the third quarter of 2008.
-- Income from Operations was $632,000 for the third quarter of 2009, a
3% increase compared to $615,000 for the third quarter of 2008.
-- EBITDA was $1.4 million for the third quarter of 2009, a 17.7% decrease
compared to $1.7 million for the third quarter of 2008. EBITDA is a
non-GAAP measure and is defined and reconciled to net income later in
this press release.
-- For the third quarter of 2009, EPiC had net income of $1.2 million, or
$0.03 per weighted average common share outstanding, compared to a net
loss of $3.3 million, or ($0.08) per share in the third quarter of 2008.
Nine months ended September 30, 2009 Financial Results:
-- Revenues were $32.9 million for the nine months ended September 30,
2009, a 41% decrease compared to $55.4 million for the nine months ended
September 30, 2008.
-- Consulting fee revenue was $21.2 million for the nine months ended
September 30, 2009, a 32% decrease as compared to $31.2 million for
the nine months ended September 30, 2008.
-- Reimbursed materials revenue was $11.7 million for the nine months
ended September 30, 2009 as compared to $24.2 million for the nine
months ended September 30, 2008.
-- Income (Loss) from Operations was $0.1 million for the nine months ended
September 30, 2009, compared to a $1.3 million loss for the nine months
ended September 30, 2008.
-- EBITDA was $3.3 million for the nine months ended September 30, 2009, a
333% increase compared to $0.8 million for the nine months ended
September 30, 2008. EBITDA is a non-GAAP measure and is defined and
reconciled to net income later in this press release.
-- For the nine months ended September 30, 2009, EPiC had a net loss of
$3.8 million, or $0.09 per weighted average common share outstanding, a
55% improvement compared to a net loss of $8.4 million, or $0.19 per
share for the nine months ended September 30, 2008. Net loss for the
year was negatively impacted by non-cash expenses of stock compensation,
amortization of intangible assets, and a loss on the write down of an
asset held for sale. Excluding these non-cash expenses, net loss for
the nine months ended September 30, 2009 would have been $1.3 million or
$0.03 per diluted share.
-- Net cash flows from operations for the nine months ended September 30,
2009 was $2.2 million. Net cash flow used in financing activities for
the nine months ended September 30, 2009 was $6.3 million, all of which
was related to debt payments.
As of September 30, 2009, Epic's combined backlog for consulting services to be performed in the future was approximately $19.8 million. This compares with a combined backlog of approximately $28.3 million as of September 30, 2008.
Conference Call
EPiC will host a conference call to discuss its third quarter 2009 results on November 11, 2009, at 10:00 a.m. Eastern Time (9:00 a.m. Central). To access the call, please dial (866) 253-6505 at least 10 minutes prior to the start time. A telephonic replay of the conference call will be available on our website at www.1epic.com as well. For more information, please contact Mike Kinney at (281)863-9635 or email at mkinney@1epic.com.
About EPiC
EPiC Energy Resources is a Houston-based integrated energy services company. EPiC provides consulting, engineering, construction management, operations, maintenance, specialized training and data management services focused primarily on the upstream and midstream energy infrastructure. Services are provided through Pearl, a diversified engineering and energy services company; Carnrite, a management consulting company focused on providing strategic and operational consulting services to the broad energy industry; and EIS, a global training and data management services company. EPiC is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1epic.com.
Forward-Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management's belief and assumptions derived from currently available information. Although EPiC Energy Resources ("EPiC") believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for EPiC's services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions, and other financial, operational and legal risks and uncertainties detailed from time to time in EPiC's SEC filings. EPiC does not undertake any obligation to publicly update forward-looking statements contained herein to reflect subsequent events or circumstances.
(1) This earnings release contains references to the non-GAAP financial measure of earnings (net income) before interest, taxes, depreciation and amortization, or "EBITDA." EBITDA should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP. However, Epic believes EBITDA is a useful supplemental financial measure used by its management and directors and by external users of its financial statements, such as investors, to assess:
-- The financial performance of its assets without regard to financing
methods, capital structure or historical cost basis;
-- The ability of its assets to generate cash sufficient to pay interest on
its indebtedness; and
-- Its operating performance and return on invested capital as compared to
those of other companies in the well servicing industry, without regard
to financing methods and capital structure.
EBITDA has limitations as an analytical tool and should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Limitations to using EBITDA as an analytical tool include:
-- EBITDA does not reflect current or future requirements for capital
expenditures or capital commitments;
-- EBITDA does not reflect changes in, or cash requirements necessary to
service interest or principal payments on, debt;
-- EBITDA does not reflect income taxes;
-- Although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in the
future, and EBITDA does not reflect any cash requirements for such
replacements; and
-- Other companies in its industry may calculate EBITDA differently than
Epic does, limiting its usefulness as a comparative measure.
The following table presents a reconciliation of net income to EBITDA, which is the most comparable non-GAAP performance measure, for each of the periods indicated (in thousands):
(Unaudited) (Unaudited)
Three months Nine months
Ended Ended
Reconciliation of Net Income September 30, September 30,
to EBITDA: 2009 2008 2009 2008
---------------------------- ---- ---- ---- ----
Net Income (Loss) $1,180 $(3,296) $(3,769) $(8,369)
Interest expense 1,566 1,629 5,439 4,714
Income taxes 32 11 32 11
Depreciation and amortization 730 1,032 2,591 1,966
Loss on write down of assets - - 480 -
Other (income ) expenses (2,145) 2,281 (1,468) 2,441
------ ----- ------ -----
EBITDA $1,363 $1,657 $3,305 $763
====== ====== ====== ====
-Financials to Follow-
EPIC ENERGY RESOURCES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
(Unaudited)
September December
30, 31,
2009 2008
---- ----
ASSETS (unaudited)
Current Assets
Cash and cash equivalents $479 $4,785
Accounts receivable:
Billed, net of allowance of $6,338 and
$6,570, respectively 10,146 10,690
Unbilled 1,362 388
Prepaid expenses and other current assets 532 2,027
--- -----
Total current assets 12,519 17,890
Property and equipment, net 3,704 5,136
Assets held for sale:
Proved oil and gas properties (full cost
method), net of accumulated depletion
and impairments of $0 and $9,257,
respectively - 1,332
Other mineral reserves - 783
Other asset held for sale 3,395 3,875
Other assets 49 45
Debt issuance costs, net of accumulated
amortization of $807 and $481, respectively 1,222 1,548
Goodwill 18,837 18,837
Other intangible assets, net 11,277 12,666
------ ------
Total assets $51,003 $62,112
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $1,426 $5,404
Accrued liabilities 2,977 3,762
Deferred revenue 10,065 2,684
Customer deposits 1,014 4,505
Current liabilities associated with
assets held for sale 328 4,383
Current portion of long-term debt 6,404 7,504
----- -----
Total current liabilities 22,214 28,242
Long-term liabilities associated with
assets held for sale 3,707 3,949
Long-term debt, net 4,615 6,372
Derivative liability 1,268 -
Deferred tax liability 1,775 1,775
----- -----
Total liabilities 33,579 40,338
------ ------
STOCKHOLDERS' EQUITY
Common stock, no par value: 100,000,000
shares authorized; 44,105,781 and
43,495,160 shares issued and
outstanding, respectively 33,639 41,783
Additional paid-in capital 1,786 15,014
Accumulated deficit (18,001) (35,023)
------- -------
Total stockholders' equity 17,424 21,774
------ ------
Total liabilities and stockholders' equity $51,003 $62,112
======= =======
EPIC ENERGY RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share data and per share data)
(Unaudited)
Three months ended Nine months ended
September 30, September 30,
------------------- -----------------
2009 2008 2009 2008
---- ---- ---- ----
REVENUES
Consulting fees $6,362 $14,176 $21,164 $31,192
Reimbursed expenses 6,990 7,105 11,691 24,164
----- ----- ------ ------
Total revenues 13,352 21,281 32,855 55,356
OPERATING EXPENSES
Reimbursed expenses 5,325 10,391 8,213 22,092
Compensation and
benefits 4,690 5,979 14,700 19,376
General and
administrative 884 1,465 2,831 6,730
Professional and
subcontracted services 796 1,449 2,975 5,431
Occupancy, communication
and other 295 350 916 1,031
Depreciation and
amortization 730 1,032 2,591 1,966
Impairment charges - - 480 -
--- --- --- ---
Total operating
expenses 12,720 20,666 32,706 56,626
Income (loss) from
operations 632 615 149 (1,270)
OTHER INCOME (EXPENSE)
Derivative gain (loss) 2,145 - (481) -
Interest expense (1,566) (1,629) (5,439) (4,714)
Interest and other
income (expense) 1 (2,167) 86 (2,110)
--- ------ -- ------
Total other
income
(expense), net 580 (3,796) (5,834) (6,824)
--- ------ ------ -----
Income (loss) from
continuing operations
before taxes 1,212 (3,181) (5,685) (8,094)
Income tax expense 32 11 32 11
--- --- --- ---
Income (loss)
from continuing
operations 1,180 (3,192) (5,717) (8,105)
----- ------ ------ ------
DISCONTINUED OPERATIONS
Loss from operations of
oil and gas segment - (104) (162) (264)
Gain on sale of oil
and gas properties - - 2,110 -
--- --- ----- ---
Income (loss)
from
discontinued
operations - (104) 1,948 (264)
--- ---- ----- ----
Net income (loss) $1,180 $(3,296) $(3,769) $(8,369)
====== ======= ======= =======
Income (loss) per
common share - basic
and diluted:
Income (loss) from
continuing
operations $0.03 $(0.07) $(0.13) $(0.18)
Income (loss) from
discontinued
operations - (0.01) 0.04 (0.01)
--- ----- ---- -----
Net income (loss) $0.03 $(0.08) $(0.09) $(0.19)
===== ====== ====== ======
Weighted average
common shares
outstanding -
basic and
diluted 44,105,781 43,041,827 44,063,189 42,993,378
EPIC ENERGY RESOURCES INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except share data)
(Unaudited)
Additional
Common Stock Paid-In Accumulated
Shares Amount Capital Deficit Total
------ ------ ------- ------- -----
BALANCE,
January 1, 2009 43,495,160 $41,783 $15,014 $(35,023) $21,774
Cumulative effect
of change in
accounting principle - (8,144) (13,395) 20,791 (748)
--- ------ ------- ------ ----
BALANCE,
January 1, 2009,
as adjusted 43,495,160 33,639 1,619 (14,232) 21,026
Amortization
of stock
options and
stock bonuses - - 167 - 167
Issuance of
vested shares 610,621 - - - -
Net loss - - - (3,769) (3,769)
--- --- --- ------ ------
BALANCE,
September 30,
2009 44,105,781 $33,639 $1,786 $(18,001) $17,424
========== ======= ====== ======== =======
EPIC ENERGY RESOURCES, INC
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Nine Months Ended
September 30,
-------------
2009 2008
---- ----
OPERATING ACTIVITIES:
Net loss $(3,769) $(8,369)
Adjustments to reconcile net loss to net
cash provided by operating activities:
(Income) loss from discontinued operations (1,948) 264
Depreciation and amortization 2,591 1,966
Allowance for doubtful accounts 206 661
Amortization of debt discount and debt
issuance costs 3,835 2,624
Impairment of asset held for sale 480 -
Stock-based compensation expense 167 875
Loss on sale of property and equipment 254 486
Derivative loss 481 -
Gain on early extinguishment of debt (94) -
Changes in operating assets and liabilities:
Accounts receivable (636) (7,508)
Prepaid expenses and other current assets 1,495 28
Other non-current assets (3) 157
Accounts payable (3,978) 7,027
Accrued liabilities (733) 1,450
Customer deposits (3,491) 1,488
Deferred revenue 7,381 2,214
----- -----
Net cash provided by operating activities 2,238 3,363
----- -----
INVESTING ACTIVITIES:
Increase in restricted cash - 2,491
Purchases of property and equipment (205) (1,352)
Proceeds from sale of property and equipment 52 -
Acquisition of EIS, net of cash received - (232)
--- ----
Net cash provided by (used in) investing
activities (153) 907
---- ---
FINANCING ACTIVITIES:
Bank overdrafts - (3,442)
Payments on debt (6,103) (825)
------ ----
Cash used in financing activities (6,103) (4,267)
------ ------
DISCONTINUED OPERATIONS:
Net cash used in operating activities (63) -
Net cash used in financing activities (225) -
---- ---
Net cash used in discontinued operations (288) -
---- ---
Net decrease in cash and cash equivalents (4,306) 3
Cash and cash equivalents, beginning of period 4,785 3,483
----- -----
Cash and cash equivalents, end of period $479 $3,486
==== ======
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $2,262 $2,115
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Settlement of notes payable and accrued
interest through sale of oil and gas properties $3,993 $-
Cumulative net effect of change in accounting
principle $748 $-
Settlement of notes payable through sale of
property and equipment $128 $-
Stock issued for EIS acquisition $- $1,050
Notes payable used to acquire property and
equipment $- $488
SOURCE EPiC Energy Resources, Inc.
do you have any insider info on this comp?
Epic Awarded New Engineering and Field Service Projects
Jun 3, 2009 9:30:00 AM
Email Story Discuss on ZenoBank
View Additional ProfilesHOUSTON, June 3 /PRNewswire-FirstCall/ -- Epic Energy Resources, Inc. (OTC Bulletin Board: EPCC) a provider of engineering, management consulting, training and data management services to the energy industry, announced today that Pearl, a wholly owned subsidiary of Epic, has received three new projects with independent and major oil and gas companies.
Pearl has been awarded a new project to provide Measurement, Calibration & Trouble-Shooting services in Oklahoma for an existing client through the end of 2009. Pearl will be providing a team of Measurement Technicians, with a start up date of June 1st. Additionally, Pearl was awarded a contract from a major oil and gas company with operations in the Rockies to be the company's preferred provider of Meter Calibration and Gas Sampling services for various counties in Wyoming. Lastly, Pearl has been awarded a contract to provide Engineering and Construction Management services for the expansion of a gas processing plant in North Louisiana. The three projects are estimated to bring the total cumulative revenue for 2009 of over $1,500,000.
In making the announcement, Epic Energy Resources' President and CEO John Ippolito stated, "The Epic organization is unified in its focus of delivering new revenue opportunities by delivering industry leading products and services, and meeting or exceeding the expectations of our clients. Although the energy industry is still contracting in some areas our management team is committed to aggressively expanding market share, solidifying client relationships, building new relationships, and proactively capitalizing on new opportunities with our industry partners."
About Epic
Epic Energy Resources is a Houston-based integrated energy services company. Epic provides consulting, engineering, construction management, operations, maintenance, specialized training and data management services focused primarily on the upstream and midstream energy infrastructure. Services are provided through Pearl, a diversified engineering and energy services company; Carnrite, a management consulting company focused on providing strategic and operational consulting services to the broad energy industry; and EIS, a global training and data management services company. Epic is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1epic.com.
Forward-Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management's belief and assumptions derived from currently available information. Although Epic Energy Resources ("Epic") believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for Epic's services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions, availability of capital to pursue its business plan and service its debt, and other financial, operational and legal risks and uncertainties detailed from time to time in Epic's SEC filings. Epic does not undertake any obligation to publicly update forward-looking statements contained herein to reflect subsequent events or circumstances.
SOURCE Epic Energy Resources, Inc.
----------------------------------------------
John S. Ippolito
President and Chief Executive Officer
jippolito@1epic.com
or Michael E. Kinney
Chief Financial Officer
mkinney@1epic.com
both of Epic Energy Resources
Inc.
+1-281-419-3742
EPiC Energy Resources Announces First Quarter 2009 Results
May 15, 2009 11:25:00 AM
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View Additional ProfilesHOUSTON, May 15 /PRNewswire-FirstCall/ -- EPiC Energy Resources, Inc. (OTC Bulletin Board: EPCC) ("EPiC") a provider of engineering management consulting, training and data management services to the energy industry, today announced its financial and operating results for first quarter of 2009.
First Quarter Results:
-- Revenues were $9.0 million for the first quarter of 2009, a 48% decrease
compared to the $17.5 million for the first quarter of 2008.
-- Consulting fee revenue was $7.8 million for the first quarter of
2009, a 4% decrease as compared to $8.1 million for the first
quarter of 2008.
-- Reimbursed materials revenue was $1.2 million for the first quarter
of 2009 as compared to $9.4 million in revenue for the first quarter
of 2008.
-- Loss from Operations was $0.8 million for the first quarter of 2009, as
compared to $0.1 million income for the first quarter of 2008.
-- EBITDA was $0.3 million for the first quarter of 2009, as compared to
$0.6 million for the first quarter of 2008. EBITDA is a non-GAAP
measure and is defined and reconciled to net income later in this press
release. The first quarter 2009 results included non-recurring expenses
of $0.9 million, non-cash expenses of $3.2 million, and a one-time gain
of $2.1 million. Excluding these items, 2009 first quarter EBITDA would
have been $2.3 million.
-- During the first quarter of 2009, EPiC had a net loss of $1.0 million,
or $0.02 per weighted average common shares outstanding, a 19% increase
compared to a net loss of $1.3 million, or $0.03 per share in the first
quarter of 2008. The first quarter 2009 results included non-recurring
expenses of $0.9 million, non-cash expenses of $3.2 million, and a
one-time gain of $2.1 million. Excluding these items, 2009 first quarter
net income would have been $1.0 million.
-- Net cash flows used in operating activities for the three months ended
March 31, 2009 was $0.4 million. Net cash flows used in financing
activities for the three months ended March 31, 2009 was $3.2 million,
all of which was related to debt payments.
-- First Quarter Non-Cash and One-Time Items (in thousands)
Q1 2009
Net Loss $(1,020)
Non-cash expenses included in net loss:
Depreciation and amortization 1,122
Amortization of debt discount and debt issuance
costs 1,499
Stock based compensation expense 292
Change in fair value of derivative 205
Loss on disposal of property and equipment 83
Total non-cash expenses $3,201
One-time gain included in net loss:
Gain on sale of oil and gas properties $2,110
Non-recurring expenses included in net loss:
Compensation/Benefits $620
Professional Fees 220
General & Administrative 90
Total non-recurring expenses $930
About EPiC
EPiC Energy Resources is a Houston based integrated energy services company. EPiC provides consulting, engineering, construction management, operations, maintenance, specialized training and data management services focused primarily on the upstream and midstream energy infrastructure. Services are provided through Pearl, a diversified engineering and energy services company; Carnrite, a management consulting company focused on providing strategic and operational consulting services to the broad energy industry; and EIS, a global training and data management services company. EPiC is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1epic.com.
Forward-Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management's belief and assumptions derived from currently available information. Although EPiC Energy Resources ("EPiC") believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for EPiC's services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in EPiC's SEC filings. EPiC does not undertake any obligation to publicly update forward-looking statements contained herein to reflect subsequent events or circumstances.
EBITDA has limitations as an analytical tool and should not be considered an alternative to net income, operating income, cash flow from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. EBITDA excludes some, but not all, items that affect net income and operating income, and these measures may vary among other companies. Limitations to using EBITDA as an analytical tool include:
-- EBITDA does not reflect its current or future requirements for capital
expenditures or capital commitments;
-- EBITDA does not reflect changes in, or cash requirements necessary to
service interest or principal payments on, its debt;
-- EBITDA does not reflect income taxes;
-- Although depreciation and amortization are non-cash charges, the assets
being depreciated and amortized will often have to be replaced in the
future, and EBITDA does not reflect any cash requirements for such
replacements; and
-- Other companies in its industry may calculate EBITDA differently than
Epic does, limiting its usefulness as a comparative measure.
The following table presents a reconciliation of net income to EBITDA, which is the most comparable GAAP performance measure, for each of the periods indicated:
Three months ended March 31,
2009 2008
(unaudited) (unaudited)
Reconciliation of Net loss to EBITDA:
Net loss $(1,020) $(1,262)
Income (loss) from discontinued
operations (1,948) 2
Depreciation and amortization 1,122 457
Interest Expense 2,083 1,400
Derivative Loss 205
Other (income) expenses (95) (28)
EBITDA $347 $569
-Financials to Follow-
EPIC ENERGY RESOURCES INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
March 31, December 31,
2009 2008
ASSETS
Current Assets
Cash and cash equivalents $1,184 $4,785
Accounts receivable:
Billed, net of allowance of $6,549 and
$6,570, respectively 12,961 10,690
Unbilled 1,283 388
Prepaid expenses and other current assets 2,063 2,027
Total current assets 17,491 17,890
Property and equipment, net 4,690 5,136
Assets held for sale:
Proved oil and gas properties, (full cost
method), net of accumulate depletion and
impairments of $0 and $9,257,
respectively - 1,332
Other mineral reserves - 783
Other asset held for sale 3,875 3,875
Other assets 53 45
Debt issuance costs, net 1,438 1,548
Goodwill 18,837 18,837
Other Intangible assets, net 11,948 12,666
Total assets $58,332 $62,112
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable $3,927 $5,404
Accrued liabilities 2,427 3,762
Deferred revenue 8,308 2,684
Customer deposits 4,388 4,505
Current liabilities associated with
assets held for sale 341 4,383
Current portion of long term debt 6,028 7,504
Total current liabilities 25,419 28,242
Long-term liabilities associated with
assets held for sale 3,867 3,949
Long-term debt 5,981 6,372
Derivative liability 992
Deferred tax liability 1,775 1,775
Total liabilities 38,034 40,338
STOCKHOLDERS' EQUITY
Common stock, no par value: 100,000,000
authorized; 44,105,481 and 43,495,160
shares issued and outstanding,
respectively 33,639 41,783
Additional paid-in capital 1,911 15,014
Accumulated deficit (15,252) (35,023)
Total stockholders' equity 20,298 21,774
Total liabilities and stockholders'
equity $58,332 $62,112
EPIC ENERGY RESOURCES INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands)
(Unaudited)
Three months ended March 31,
2009 2008
REVENUES
Consulting fees $7,774 $8,082
Reimbursed expenses 1,240 9,392
Total revenues 9,014 17,474
OPERATING EXPENSES
Reimbursed expenses 1,044 5,974
Compensation and benefits 5,248 6,090
General and administrative 842 2,220
Professional and subcontracted services 1,221 2,223
Occupancy, communication and other 312 398
Depreciation, amortization and depletion 1,122 457
Total operating expenses 9,789 17,362
Income (loss) from operations (775) 112
OTHER INCOME (EXPENSE)
Derivative loss (205) -
Interest and other income (expense) 95 28
Interest expense (2,083) (1,400)
Total other expense, net (2,193) (1,372)
Loss from continuing operations (2,968) (1,260)
DISCOUNTINUED OPERATIONS
Loss from operations of oil and gas segment (162) (2)
Gain on sale of oil and gas properties 2,110 -
Income (loss) from discontinued operations 1,948 (2)
Net Loss $(1,020) $(1,262)
LOSS PER COMMON SHARE - Basic and Diluted $(.02) $(.03)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING -
Basic and Diluted 43,969,854 42,948,921
SOURCE EPiC Energy Resources, Inc.
----------------------------------------------
Michael E. Kinney
Chief Financial Officer of EPiC Energy Resources
Inc.
+1-281-419-3742
mkinney@1epic.com; or Michael Sclafani
President of Wall Street Communications Group
+1-303-541-0970
msclafani@1epic.com
for EPiC Energy Resources
Inc.
EPiC Energy Resources Announces First Quarter Earnings Release and Conference Call Schedule
May 13, 2009 3:45:00 PM
Email Story Discuss on ZenoBank
View Additional ProfilesHOUSTON, May 13 /PRNewswire-FirstCall/ -- EPiC Energy Resources, Inc. (OTC Bulletin Board: EPCC) a provider of engineering, management consulting, training and data management services to the energy industry, announced today that it will release its first quarter 2009 results on Friday, May 15, before the market opens. Also EPiC has scheduled a conference call for 10:00 a.m. ET on Friday, May 15, 2009.
What: EPiC Energy's First Quarter 2009 Earnings Conference Call
When: Friday, May 15, 10:00 am ET
How: Live via phone by dialing (866)802-4355
Ask for the EPiC call at least 10 minutes prior to the start time.
An archive of the webcast will be available shortly after the call on the Company's website at www.1epic.com.
About EPiC
EPiC Energy Resources is a Houston-based integrated energy services company. EPiC provides consulting, engineering, construction management, operations, maintenance, specialized training and data management services focused primarily on the upstream and midstream energy infrastructure. Services are provided through Pearl, a diversified engineering and energy services company; Carnrite, a management consulting company focused on providing strategic and operational consulting services to the broad energy industry; and EIS, a global training and data management services company. EPiC is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, www.1epic.com.
Forward Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management's belief and assumptions derived from currently available information. Although EPiC Energy Resources ('EPiC') believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for EPiC's services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions, availability of capital to pursue its business plan and service its debt, and other financial, operational and legal risks and uncertainties detailed from time to time in EPiC's SEC filings. EPiC does not undertake any obligation to publicly update forward looking statements contained herein to reflect subsequent events or circumstances.
SOURCE EPiC Energy Resources, Inc.
----------------------------------------------
Michael E. Kinney
Chief Financial Officer of EPiC Energy Resources
Inc.
+1-281-419-3742
mkinney@1epic.com
or Michael Sclafani
President of Wall Street Communications Group
+1-303-541-0970
msclafani@1epic.com
for EPiC Energy Resources
Inc.
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EPiC Energy Resources Announces New Board Member
HOUSTON, Sept 18, 2008 /PRNewswire-FirstCall via COMTEX/ -- EPiC Energy Resources, Inc. (OTC Bulletin Board: EPCC) ("EPiC") a provider of engineering, management consulting, training and data management services to the energy industry, today announced that Texas State Representative John C. Otto has been named to the EPiC Energy Resources' Board of Directors and will serve as the Chairman of the Board's Audit Committee. Concurrently, Kevin G. McMahon has stepped down from the Board due to time constraints associated with his responsibilities as Senior Vice President - Internal Audit at Calpine Corporation, as well as his recent appointment to serve on the board of an NYSE listed energy services company.
Representative Otto is a Director of Ryan, North America's largest independent state & local tax consulting business, where he has been instrumental in its growth through strategic development and analysis of multistate taxation issues. Otto earned a Bachelor of Business Administration degree from Texas A & M University and is a certified public accountant. He began his career at KPMG, where he served as the senior auditor for various companies, including Mitchell Energy and Development Corporation, where he assisted in its successful initial public offering. He was elected to the Texas State House of Representatives in 2004 and currently serves as the Chairman of Budget and Oversight for the House Committee on Ways and Means.
Otto has vast experience in the energy sector and with start-up companies. While employed at a start-up directional drilling service company, he implemented financial controls and installed an enterprise accounting system in numerous locations. That start-up was later sold to a global oilfield services company. He is the founder and managing partner of a successful CPA firm and remains active in the energy industry providing consulting services, including advising on mergers and acquisitions, for mid-size energy service companies.
"We are excited that John has joined our Board, bringing over three decades of proven accounting, finance and tax experience," said Rex P. Doyle, EPiC's Chief Executive Officer. "We look forward to his contributions to our organization as we continue to focus on growth. At the same time, we would like to thank Kevin McMahon for his contributions to our organization over the past year and we wish him all the best as he manages his growing responsibilities."
About EPiC
EPiC Energy Resources is a Houston based integrated energy services company. EPiC provides consulting, engineering, construction management, operations, maintenance, specialized training and data management services focused primarily on the upstream and midstream energy infrastructure. Services are provided through Pearl, a diversified engineering and energy services company; Carnrite, a management consulting company focused on providing strategic and operational consulting services to the broad energy industry; and EIS, a global training and data management services company. EPiC is headquartered at 1450 Lake Robbins Drive, Suite 160, The Woodlands, Texas 77380. Office - 281-419-3742, http://www.1epic.com.
Forward Looking Statements
Certain statements included in this release constitute forward-looking statements. These forward-looking statements are based on management's belief and assumptions derived from currently available information. Although EPiC Energy Resources ("EPiC") believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Actual results could differ materially from forward-looking statements expressed or implied herein as a result of a variety of factors including, but not limited to: a decline in the price of, or demand for, oil and gas, demand for EPiC's services, loss or unavailability of key personnel, inability to recruit or retain personnel, competition for customers and contracts, various potential losses associated with fixed-price contracts, general economic conditions; and other financial, operational and legal risks and uncertainties detailed from time to time in EPiC's SEC filings. EPiC does not undertake any obligation to publicly update forward looking statements contained herein to reflect subsequent events or circumstances.
CONTACTS:
Rex P. Doyle, Chief Executive Officer
281-419-3742 / rdoyle@1epic.com
Lisa Elliott, Sr. Vice President
DRG&E - IR Counsel
713-529-6600 / lelliott@drg-e.com
SOURCE EPiC Energy Resources, Inc.
URL: http://www.1epic.com
www.prnewswire.com
Copyright (C) 2008 PR Newswire. All rights reserved
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KEYWORD: Texas
INDUSTRY KEYWORD: OIL
OTC
SUBJECT CODE: PER
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