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They've pump this thing since january and people are getting tired of dangling carrots. 30 PR's later the share price has dropped about 80 percent. How long are they going to string you guys along!
January 18, 2007 - 9:13 AM EST
Franchise Capital Corporation Announces a Definitive Agreement With Aero Exhaust, a World Leader in Automotive Exhaust Technology and NASCAR Performance Partner
Franchise Capital Corporation (PINKSHEETS: FCCN) today announced that it has reached a definitive agreement with Aero Exhaust, Inc., a world leader in performance exhaust airflow technology, under which Franchise Capital Corporation is expected to exchange up to 95% of its total capital stock in exchange for all of Aero Exhaust's issued and outstanding shares.
The execution of the definitive agreement has been disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission.
"We are pleased to have reached this definitive agreement with Aero Exhaust and look forward to completing the acquisition, which is expected to occur in the second quarter of this year," stated Steven R. Peacock, chief executive officer of Franchise Capital Corporation. "There is still much work to be done to close this transaction, but we now have a solid framework, and both companies are committed to what we believe to be an effective strategy to introduce Aero Exhaust to the public markets. We anticipate discussing additional details of the transaction in the coming days and weeks as the acquisition moves forward."
In conjunction with executing the definitive agreement, Franchise Capital has agreed to provide a revolving commercial loan to Aero Exhaust in the amount of $1,500,000. The loan bears interest at the prime rate and is due and payable in 18 months. Notwithstanding the payment terms, the loan and any accrued interest are convertible into Aero Exhaust common stock at the time the share exchange closes.
"Reaching a definitive agreement with Franchise Capital represents a great opportunity for our shareholders," commented Bryan Hunsaker, CEO of Aero Exhaust, Inc. "We believe that our marketing partnerships will represent a significant value for Franchise Capital's shareholders, and the revolving line of credit, made available as part of this agreement, will assist us in managing our accelerated growth. We are anxious to move towards closing this transaction as quickly as possible and appreciate the dedication and enthusiasm of Franchise Capital's management and shareholders."
To sign up to receive information by email directly from Franchise Capital Corporation whenever new press releases, investor newsletters, SEC filings, and other written material are issued, please visit http://www.franchisecapitalcorp.net.
About Aero Exhaust:
Aero Exhaust is a world leader in performance exhaust airflow technology, manufacturing and distributing the most technologically advanced muffler on the market. Its product lines are built to the highest industry standards and offer the consumer a lifetime warranty. Aero Exhaust has been issued U.S. and Australian patents on its innovations and development in the exhaust industry, and its mufflers are available worldwide through major retailers, mass merchant centers, automotive aftermarket supply stores and wholesalers. Aero Exhaust mufflers are an exclusive National Association for Stock Car Auto Racing (NASCAR) Performance product and carry the prestigious NASCAR brand on product, packaging and related media. NASCAR legend Rusty Wallace is the official spokesperson for Aero Exhaust products. Additional information on Aero Exhaust's products, race team, and motorsports ventures can be found on its corporate web site, www.aeroexhaust.com.
Safe Harbor Statement: The statements in this release that relate to future plans, expectations, events, performance and the like are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Actual results or events could differ materially from those described in the forward-looking statements due to a variety of factors, including the lack of funding, inability to complete required SEC filings, and others set forth in the Company's report on Form 10-K/A for fiscal year 2005 filed with the Securities and Exchange Commission.
More like VFIN VFIN VFIN.
The market doesn't believe the merger will happen, hence the sagging pps. Constant dilution doesn't help either and there are too many unknowns about this stock.
I don't see how you have so much confidence in a diluting pink stock.
Aero cares about its shareholders. What about the lawsuit that was brought up about Aero and one of their shareholders?
Looks like he is on top of the ask to me.
True i didn't see him on there for christmas.
FCCN+ dilution= BIG FLOAT!
How do you know what the float is?
Wow, that almost a tenth of the float!
The float is much higher than that with VFIN selling about 64 million per month.
If you look at the 1 yr. chart this looks like a huge pump and dump.
This stock went from.065 to .01, even worse!
Good explanation of post merger:
OT- I see you are approaching FCCN as an IPO. This is the first IPO I have seen where we no nada about the numbers company being merged into it brings. We do know that shares are being sold at an alarming rate through a convertible deb. and a loan was given to AERO. After the rev merger Aero will have to repay this loan and yet even more shares will be dumped once FCCN becomes AERO through a convertible Deb. Its brilliant as the Stockholders get to buy shares twice for the same thing. Again, the only solid numbers I have seen with Aero are terrible and with 2.5 Bill shares outstanding after the merger the stock wil one day soon be in the trip Zeros just like this one
Left my number for someone to call me back, still no call. But this is a growing company, they just moved into a larger building and everytime i pass the building they are always busy. I will post anything else i find out.
Dilution everyday does not equal a tight float.
Let's start with a little humor.
I had a dream last night that i was an aero muffler. I woke up exhausted!
How about a nice warm welcome back? LOL!
OMNI hit 52 week low. fwiw!
FCCN pumpers out everywhere. LOL!
Decent vol coming in. Something up??????
Omni Reports Record Second Quarter Results
Company Continues Record Pace
Revenues Increase 74%; Operating Income Increases 31%;
Net Income from Operations Up 26%; Adjusted EBITDA Increases 46%
Company Affirms 2007 Guidance
CARENCRO, La., Aug. 6 /PRNewswire-FirstCall/ -- OMNI ENERGY SERVICES CORP. (Nasdaq: OMNI) announced today record results for the second quarter ended June 30, 2007. Despite poor weather conditions that adversely impacted rig counts and oil and gas exploration activity in the ArkLaTex and Mid-Continent regions of the United States during a portion of the quarter, revenue from the Company's other core business segments and strong seismic drilling in other Gulf Coast regions contributed to continued improvement in the Company's cash flow and profitability. The continued growth and strong operating results registered during the quarter was the result of internal organic growth and previously completed accretive strategic acquisitions.
For the quarter, revenues surged 74% to $48.1 million from $27.7 million reported for the three months ended June 30, 2006. Operating income rose 31% to $8.3 million for the quarter compared to $6.3 million for the three months ended June 30, 2006. Net income from operations and net income for the second quarter of fiscal 2007 totaled $4.0 million ($0.15 per diluted share), a 26% increase over the $3.2 million, $0.13 per diluted share, of net income from operations reported for the comparable 2006 period. For the three month period ended June 30, 2006, the Company's net income included $3.0 million of income tax benefit arising from the utilization of available net operating loss carryforwards. Including the $3.0 million ($0.13 per diluted share) income tax benefit, the Company previously reported net income of $6.2 million, $0.26 per diluted share, for the three month period ended June 30, 2006.
Earnings before interest, taxes, depreciation and amortization, non-cash compensation and other income and loss on debt extinguishment ('Adjusted EBITDA') rose to $11.6 million, 46% more than the $7.9 million reported for the three month period ended June 30, 2006. Adjusted EBITDA, which is a non-GAAP financial measure, is provided herein to assist investors to better understand the Company's financial performance. (See the reconciliation of net income to Adjusted EBITDA included herein including a discussion of why the Company believes this non-GAAP financial measure is useful).
After preferred stock dividends of $0.1 million and non-cash charges attributable to the beneficial conversion feature of the preferred stock of $0.1 million, net income available to shareholders totaled $3.8 million, $0.15 per diluted share, for the three month period ended June 30, 2007. For the comparable three month period ended June 30, 2006, net income available to shareholders included $3.0 million, $0.13 per diluted share, of income tax benefit arising from the utilization of net operating loss carryforwards. After the $3.0 million tax benefit, the Company reported net income available to shareholders of $6.0 million, $0.26 per diluted share, for the three month period ended June 30, 2006.
For the six month period ended June 30, 2007, net income from operations increased 62% to $7.4 million, $0.29 per diluted share, and Adjusted EBITDA increased 73% to reach $21.9 million, on an 89% increase in revenues to $87.0 million. The results for the six month period include, from the date of acquisition, the March 2, 2007 purchase of the membership interest of BMJ Industrial Investments, LLC and its wholly-owned subsidiary Charles Holston, Inc. (collectively 'CHI') and the purchase of certain assets of Cypress Consulting, Inc. ('Cypress') effective February 15, 2007.
For the six month period ended June 30, 2006, the Company reported net income from operations of $4.6 million on revenues of $46.1 million. Including $3.9 million of income tax benefits arising from the utilization of net operating loss carryforwards, the Company reported net income of $8.5 million, $0.37 per diluted share, for the same six month period.
Including the acquisitions of CHI and Cypress as if they had occurred on January 1, 2007, the Company would have reported pro forma net income from operations and pro forma Adjusted EBITDA of $7.7 million and $23.3 million, respectively, on pro forma revenues of $96.3 million for the six month period ended June 30, 2007. For the twelve month period ended June 30, 2007, including the prior operations of CHI and Cypress and the November 1, 2006 acquisition of Rig Tools, Inc., the Company would have had pro forma net income from operations (exclusive of income tax benefits) and pro forma Adjusted EBITDA of $14.1 million and $42.6 million, respectively, on pro forma revenues of $184.2 million. See the pro forma calculations and underlying financial data at the end of this press release.
Commenting on the second quarter results, James C. Eckert, Chairman and Chief Executive Officer, said, 'Our business model focuses on growth through a combination of organic expansion and strategic initiatives. Our second quarter performance clearly demonstrates the successful implementation of our business strategy with the continued growth of OMNI's revenues, profitability and cash flow.'
'Harsh weather conditions throughout Texas and Oklahoma, during a portion of the 2007 second quarter, adversely impacted the exploration industry in the ArkLaTex and Mid-Continent regions of the United States. Despite these adverse weather conditions, we continue to report solid revenue and earnings growth. Capitalizing on our revenue diversification from our other business units built through the execution of our business model, we also enjoyed strong cash flow from all of our core business units. This excess cash flow has been used to reduce debt and facilitate organic growth through capital expenditures.'
'Revenue from seismic services represents approximately 40% of our revenue base. This is much lower than in previous years, as we continue to balance the revenue stream across our business units. Our business strategy has focused on efforts to broaden our revenue and customer base in order to avoid, among other things, the susceptibility to adverse weather conditions, including hurricanes. The success of these efforts was apparent during the second quarter with revenues increasing almost 74% despite poor weather conditions in certain Gulf Coast regions. While these poor weather conditions continued into the third quarter in certain areas of Texas and Oklahoma, we do not expect the weather to have a material adverse impact on our overall financial results.'
'We currently operate from approximately 20 locations across the Gulf Coast, Texas and the Rocky Mountains,' Eckert added. 'Our facilities are located in the most prolific domestic regions for oil and gas exploration, including the offshore waters of the Gulf of Mexico, the Barnett Shale and the Rocky Mountains. Collectively, our business units have invested more than $15 million in capital expenditures over the past twelve months to support organic growth. Integration of our recent acquisitions is progressing smoothly. We have commenced the process of combining facilities and personnel. Equipment utilization rates remain high. Seismic drilling backlog continues to top $75 million with contracts booked extending well into fiscal 2008. With further strategic growth initiatives planned, we affirm our guidance for fiscal 2007 and we remain confident that our business model will result in greater shareholder value as OMNI continues to report improved operating results.'
Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a broad range of integrated services to geophysical companies engaged in the acquisition of on-shore seismic data and to oil and gas companies operating primarily in the Gulf of Mexico. OMNI provides its services through five business segments: Seismic Drilling (including drilling, survey and permitting services), Environmental Services, Equipment Leasing, Transportation and Specialized Services. OMNI's services play a significant role with geophysical companies who have operations in marsh, swamp, shallow water and the U.S. Gulf Coast also called transition zones and contiguous dry land areas also called highland zones.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties associated with the ability to integrate the acquisitions referenced herein, the previously announced expansion of our transportation and specialized services and equipment leasing operations into the Barnett Shale region, the previously announced expansion of operations in the Rocky Mountain Region of the United States, the timely conversion of seismic drilling backlog into revenue, OMNI's dependence on activity in the oil and gas industry, labor shortages, permit delays, international expansion, dependence on significant customers, seasonality and weather risks, competition, technological evolution, the outcome of pending litigation, the continued growth of our environmental services and equipment leasing business segments, completion of strategic transactions under consideration by OMNI and other risks detailed in OMNI's filings with the Securities and Exchange Commission.
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2006 2007 2006 2007
(in thousands, except per share amounts)
Operating revenue $27,684 $48,121 $46,139 87,010
Operating expenses:
Direct costs 16,711 31,172 28,155 54,747
Depreciation and amortization 1,472 2,922 2,759 4,987
General and administrative expenses 3,193 5,762 5,583 10,877
Total operating expenses 21,376 39,856 36,497 70,611
Operating income 6,308 8,265 9,642 16,399
Interest expense (1,211) (1,759) (2,327) (3,329)
Loss on debt extinguishment -- -- -- (1,004)
Other income, net 92 54 176 65
Income before income taxes 5,189 6,560 7,491 12,131
Provision for income taxes (1,998) (2,543) (2,884) (4,687)
Net income from operations 3,191 4,017 4,607 7,444
Income tax benefit arising from net
operating loss carryforward 2,998 -- 3,884 --
Net income 6,189 4,017 8,491 7,444
Dividends and accretion of preferred
stock (121) (127) (237) (254)
Non-cash charge attributable to
beneficial conversion feature of
preferred stock (117) (127) (213) (255)
Net income available to common
stockholders $5,951 $3,763 $8,041 $6,935
Basic income per share:
Net income from operations $0.20 $0.22 $0.29 $0.42
Income tax benefit 0.18 -- 0.25 --
Net Income $0.38 $0.22 $0.54 $0.42
Dividends and accretion of
preferred stock (0.01) (0.01) (0.03) (0.03)
Net income available to common
stockholders $0.37 $0.21 $0.51 $0.39
Diluted income per share:
Net income from operations $0.13 $0.15 $0.20 $0.29
Income tax benefit 0.13 -- 0.17 --
Net Income $0.26 $0.15 $0.37 $0.29
Dividends and accretion of
preferred stock -- -- -- --
Net income available to common
stockholders $0.26 $0.15 $0.37 $0.29
Weighted average common shares
outstanding:
Basic 16,105 17,914 15,814 17,562
Diluted 24,031 26,412 23,115 25,802
NON-GAAP AND PRO FORMA FINANCIAL INFORMATION
EBITDA consists of earnings (net income or loss) before interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA includes other income (expense), stock compensation expense, and loss on debt extinguishment because these items are either non-recurring or non-cash. This term, as we define it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. generally accepted accounting principles (GAAP).
The Securities and Exchange Commission (SEC) has adopted rules regulating the use of non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, in disclosures and press releases. These rules require non-GAAP financial measures to be presented with, and reconciled to, the most nearly comparable financial measure calculated and presented in accordance with GAAP.
Set forth below is a reconciliation of net income to Adjusted EBITDA. Management uses Adjusted EBITDA to measure the operating results and effectiveness of our ongoing business. We believe this measurement is important to our investors and financial analysts because it allows a more effective evaluation of our performance using the same measurements that management uses. Adjusted EBITDA is an indication of our ability to generate cash available to internally fund our expansion plans and service our debt obligations. This non-GAAP financial measure may not be comparable to similarly titled measurements used by other companies and should not be used as a substitute for net income, earnings per share, operating cash flow or other GAAP operating measurements. The results shown below include results for the three and six months ended June 30, 2006 and 2007.
OMNI ENERGY SERVICES CORP.
UNAUDITED OTHER FINANCIAL DATA
Three Months Ended Six Months Ended
June 30, June 30,
2006 2007 2006 2007
(in thousands)
Adjusted EBITDA:
Net income $6,189 $4,017 $8,491 $7,444
Plus (less):
Interest 1,211 1,759 2,327 3,329
Loss on debt extinguishment -- -- -- 1,004
Other income (92) (54) (176) (65)
Depreciation and amortization 1,472 2,922 2,759 4,987
Non-cash stock compensation 133 390 228 497
Provision for income tax expense 1,998 2,543 2,884 4,687
Income tax benefit from net
operating loss carryforwards (2,998) -- (3,884) --
Adjusted EBITDA $7,913 $11,577 $12,629 $21,883
We derived the pro forma financial information for the twelve months ended June 30, 2007, by calculating the historical consolidated financial data for the year ended December 31, 2006 for OMNI and for each of CHI, Cypress, and Rig Tools, (i) less the historical consolidated financial data for the six months ended June 30, 2006 for OMNI and for each of CHI, Cypress, and Rig Tools, (ii) plus the historical consolidated financial data for the six months ended June 30, 2007 of OMNI and for each of CHI and Cypress up to the date of acquisition by OMNI, and (iii) then applying pro forma adjustments to give effect to the transactions (included in the financial data for the six months ended June 30, 2007). The pro forma financial information and the Non-GAAP financial information are unaudited and is for informational purposes only.
The historical consolidated financial information for 2006 for OMNI and for CHI is audited, and the historical consolidated financial information for 2006 for Cypress and Rig Tools is unaudited. The year end 2006 audited financial information for OMNI is included in our Annual Report on Form 10-K for the year ended December 31, 2006, and the year end 2006 audited financial information for CHI is included in our Current Report on Form 8-K/A filed on May 16, 2007. The year end 2006 unaudited financial information for Cypress and Rig Tools is included below.
The unaudited financial information for the first six months of 2006 for OMNI is included herein, and is included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. The unaudited financial information for the first six months of 2007 for OMNI is included herein, and will be included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. The unaudited financial information for the first six months of 2006 for CHI, Cypress and Rig Tools is included below. The unaudited financial information for each of CHI and Cypress from January 1, 2007 until the date of acquisition by OMNI and the pro forma adjustments to give effect to the transactions are set forth in our Current Report on Form 8-K/A filed on May 16, 2007.
Six Months Ended June 30, 2007
Net Income Adjusted
Revenue from Operations EBITDA
(in thousands)
Pro Forma:
As reported $87,010 $7,444 $21,883
Pre-Acquisition
Charles Holston, Inc 4,642 87 766
Cypress Energy 4,626 185 637
Pro forma $96,278 $7,716 $23,286
Less: Six Add: Six Twelve
Year ended months ended months ended months ended
December 31, June 30, June 30, June 30,
2006 2006 2007 2007
(in thousands)
Revenue:
As reported $98,998 $(46,139) $87,010 $139,869
Rig Tools, Inc. 11,579 (6,586) -- 4,993
Charles Holston, Inc. 29,350 (14,202) 4,642 19,790
Cypress Energy 23,645 (8,680) 4,626 19,591
Pro forma $163,572 $(75,607) $96,278 $184,243
Less: Six Add: Six Twelve
Year ended months ended months ended months ended
December 31, June 30, June 30, June 30,
2006 2006 2007 2007
(in thousands)
Net income from operations:
As reported $9,231 $(4,607) $7,444 $12,068
Rig Tools, Inc. 386 (169) -- 217
Charles Holston, Inc. 1,714 (737) 87 1,064
Cypress Energy 442 116 185 743
Pro forma $11,773 $(5,397) $7,716 $14,092
Less: Six Add: Six Twelve
Year ended months ended months ended months ended
December 31, June 30, June 30, June 30,
2006 2006 2007 2007
(in thousands)
Adjusted EBITDA:
As reported $26,008 $(12,629) $21,883 $35,262
Rig Tools, Inc. 3,407 (2,006) -- 1,401
Charles Holston, Inc. 5,045 (2,657) 766 3,154
Cypress Energy 2,553 (379) 637 2,811
Pro forma $37,013 $(17,671) $23,286 $42,628
Twelve
months ended
June 30, 2007
(in thousands)
Pro Forma Adjusted EBITDA:
Pro forma net income from operations $14,092
Plus (less):
Interest expense and other income, net 8,136
Loss on debt extinguishment 989
Other income (896)
Depreciation and amortization 10,567
Non-cash stock compensation 889
Provision for income tax expense 8,851
Pro forma Adjusted EBITDA $42,628
OMNI&
SOURCE OMNI Energy Services Corp.
Source: PR Newswire (August 6, 2007 - 2:51 PM EST)
News by QuoteMedia
www.quotemedia.com
Omni Reports Record Second Quarter Results
Company Continues Record Pace
Revenues Increase 74%; Operating Income Increases 31%;
Net Income from Operations Up 26%; Adjusted EBITDA Increases 46%
Company Affirms 2007 Guidance
CARENCRO, La., Aug. 6 /PRNewswire-FirstCall/ -- OMNI ENERGY SERVICES CORP. (Nasdaq: OMNI) announced today record results for the second quarter ended June 30, 2007. Despite poor weather conditions that adversely impacted rig counts and oil and gas exploration activity in the ArkLaTex and Mid-Continent regions of the United States during a portion of the quarter, revenue from the Company's other core business segments and strong seismic drilling in other Gulf Coast regions contributed to continued improvement in the Company's cash flow and profitability. The continued growth and strong operating results registered during the quarter was the result of internal organic growth and previously completed accretive strategic acquisitions.
For the quarter, revenues surged 74% to $48.1 million from $27.7 million reported for the three months ended June 30, 2006. Operating income rose 31% to $8.3 million for the quarter compared to $6.3 million for the three months ended June 30, 2006. Net income from operations and net income for the second quarter of fiscal 2007 totaled $4.0 million ($0.15 per diluted share), a 26% increase over the $3.2 million, $0.13 per diluted share, of net income from operations reported for the comparable 2006 period. For the three month period ended June 30, 2006, the Company's net income included $3.0 million of income tax benefit arising from the utilization of available net operating loss carryforwards. Including the $3.0 million ($0.13 per diluted share) income tax benefit, the Company previously reported net income of $6.2 million, $0.26 per diluted share, for the three month period ended June 30, 2006.
Earnings before interest, taxes, depreciation and amortization, non-cash compensation and other income and loss on debt extinguishment ('Adjusted EBITDA') rose to $11.6 million, 46% more than the $7.9 million reported for the three month period ended June 30, 2006. Adjusted EBITDA, which is a non-GAAP financial measure, is provided herein to assist investors to better understand the Company's financial performance. (See the reconciliation of net income to Adjusted EBITDA included herein including a discussion of why the Company believes this non-GAAP financial measure is useful).
After preferred stock dividends of $0.1 million and non-cash charges attributable to the beneficial conversion feature of the preferred stock of $0.1 million, net income available to shareholders totaled $3.8 million, $0.15 per diluted share, for the three month period ended June 30, 2007. For the comparable three month period ended June 30, 2006, net income available to shareholders included $3.0 million, $0.13 per diluted share, of income tax benefit arising from the utilization of net operating loss carryforwards. After the $3.0 million tax benefit, the Company reported net income available to shareholders of $6.0 million, $0.26 per diluted share, for the three month period ended June 30, 2006.
For the six month period ended June 30, 2007, net income from operations increased 62% to $7.4 million, $0.29 per diluted share, and Adjusted EBITDA increased 73% to reach $21.9 million, on an 89% increase in revenues to $87.0 million. The results for the six month period include, from the date of acquisition, the March 2, 2007 purchase of the membership interest of BMJ Industrial Investments, LLC and its wholly-owned subsidiary Charles Holston, Inc. (collectively 'CHI') and the purchase of certain assets of Cypress Consulting, Inc. ('Cypress') effective February 15, 2007.
For the six month period ended June 30, 2006, the Company reported net income from operations of $4.6 million on revenues of $46.1 million. Including $3.9 million of income tax benefits arising from the utilization of net operating loss carryforwards, the Company reported net income of $8.5 million, $0.37 per diluted share, for the same six month period.
Including the acquisitions of CHI and Cypress as if they had occurred on January 1, 2007, the Company would have reported pro forma net income from operations and pro forma Adjusted EBITDA of $7.7 million and $23.3 million, respectively, on pro forma revenues of $96.3 million for the six month period ended June 30, 2007. For the twelve month period ended June 30, 2007, including the prior operations of CHI and Cypress and the November 1, 2006 acquisition of Rig Tools, Inc., the Company would have had pro forma net income from operations (exclusive of income tax benefits) and pro forma Adjusted EBITDA of $14.1 million and $42.6 million, respectively, on pro forma revenues of $184.2 million. See the pro forma calculations and underlying financial data at the end of this press release.
Commenting on the second quarter results, James C. Eckert, Chairman and Chief Executive Officer, said, 'Our business model focuses on growth through a combination of organic expansion and strategic initiatives. Our second quarter performance clearly demonstrates the successful implementation of our business strategy with the continued growth of OMNI's revenues, profitability and cash flow.'
'Harsh weather conditions throughout Texas and Oklahoma, during a portion of the 2007 second quarter, adversely impacted the exploration industry in the ArkLaTex and Mid-Continent regions of the United States. Despite these adverse weather conditions, we continue to report solid revenue and earnings growth. Capitalizing on our revenue diversification from our other business units built through the execution of our business model, we also enjoyed strong cash flow from all of our core business units. This excess cash flow has been used to reduce debt and facilitate organic growth through capital expenditures.'
'Revenue from seismic services represents approximately 40% of our revenue base. This is much lower than in previous years, as we continue to balance the revenue stream across our business units. Our business strategy has focused on efforts to broaden our revenue and customer base in order to avoid, among other things, the susceptibility to adverse weather conditions, including hurricanes. The success of these efforts was apparent during the second quarter with revenues increasing almost 74% despite poor weather conditions in certain Gulf Coast regions. While these poor weather conditions continued into the third quarter in certain areas of Texas and Oklahoma, we do not expect the weather to have a material adverse impact on our overall financial results.'
'We currently operate from approximately 20 locations across the Gulf Coast, Texas and the Rocky Mountains,' Eckert added. 'Our facilities are located in the most prolific domestic regions for oil and gas exploration, including the offshore waters of the Gulf of Mexico, the Barnett Shale and the Rocky Mountains. Collectively, our business units have invested more than $15 million in capital expenditures over the past twelve months to support organic growth. Integration of our recent acquisitions is progressing smoothly. We have commenced the process of combining facilities and personnel. Equipment utilization rates remain high. Seismic drilling backlog continues to top $75 million with contracts booked extending well into fiscal 2008. With further strategic growth initiatives planned, we affirm our guidance for fiscal 2007 and we remain confident that our business model will result in greater shareholder value as OMNI continues to report improved operating results.'
Headquartered in Carencro, LA, OMNI Energy Services Corp. offers a broad range of integrated services to geophysical companies engaged in the acquisition of on-shore seismic data and to oil and gas companies operating primarily in the Gulf of Mexico. OMNI provides its services through five business segments: Seismic Drilling (including drilling, survey and permitting services), Environmental Services, Equipment Leasing, Transportation and Specialized Services. OMNI's services play a significant role with geophysical companies who have operations in marsh, swamp, shallow water and the U.S. Gulf Coast also called transition zones and contiguous dry land areas also called highland zones.
Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that all forward-looking statements involve risks and uncertainties associated with the ability to integrate the acquisitions referenced herein, the previously announced expansion of our transportation and specialized services and equipment leasing operations into the Barnett Shale region, the previously announced expansion of operations in the Rocky Mountain Region of the United States, the timely conversion of seismic drilling backlog into revenue, OMNI's dependence on activity in the oil and gas industry, labor shortages, permit delays, international expansion, dependence on significant customers, seasonality and weather risks, competition, technological evolution, the outcome of pending litigation, the continued growth of our environmental services and equipment leasing business segments, completion of strategic transactions under consideration by OMNI and other risks detailed in OMNI's filings with the Securities and Exchange Commission.
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2006 2007 2006 2007
(in thousands, except per share amounts)
Operating revenue $27,684 $48,121 $46,139 87,010
Operating expenses:
Direct costs 16,711 31,172 28,155 54,747
Depreciation and amortization 1,472 2,922 2,759 4,987
General and administrative expenses 3,193 5,762 5,583 10,877
Total operating expenses 21,376 39,856 36,497 70,611
Operating income 6,308 8,265 9,642 16,399
Interest expense (1,211) (1,759) (2,327) (3,329)
Loss on debt extinguishment -- -- -- (1,004)
Other income, net 92 54 176 65
Income before income taxes 5,189 6,560 7,491 12,131
Provision for income taxes (1,998) (2,543) (2,884) (4,687)
Net income from operations 3,191 4,017 4,607 7,444
Income tax benefit arising from net
operating loss carryforward 2,998 -- 3,884 --
Net income 6,189 4,017 8,491 7,444
Dividends and accretion of preferred
stock (121) (127) (237) (254)
Non-cash charge attributable to
beneficial conversion feature of
preferred stock (117) (127) (213) (255)
Net income available to common
stockholders $5,951 $3,763 $8,041 $6,935
Basic income per share:
Net income from operations $0.20 $0.22 $0.29 $0.42
Income tax benefit 0.18 -- 0.25 --
Net Income $0.38 $0.22 $0.54 $0.42
Dividends and accretion of
preferred stock (0.01) (0.01) (0.03) (0.03)
Net income available to common
stockholders $0.37 $0.21 $0.51 $0.39
Diluted income per share:
Net income from operations $0.13 $0.15 $0.20 $0.29
Income tax benefit 0.13 -- 0.17 --
Net Income $0.26 $0.15 $0.37 $0.29
Dividends and accretion of
preferred stock -- -- -- --
Net income available to common
stockholders $0.26 $0.15 $0.37 $0.29
Weighted average common shares
outstanding:
Basic 16,105 17,914 15,814 17,562
Diluted 24,031 26,412 23,115 25,802
NON-GAAP AND PRO FORMA FINANCIAL INFORMATION
EBITDA consists of earnings (net income or loss) before interest expense, provision for income taxes, depreciation and amortization. Adjusted EBITDA includes other income (expense), stock compensation expense, and loss on debt extinguishment because these items are either non-recurring or non-cash. This term, as we define it, may not be comparable to similarly titled measures employed by other companies and is not a measure of performance calculated in accordance with U.S. generally accepted accounting principles (GAAP).
The Securities and Exchange Commission (SEC) has adopted rules regulating the use of non-GAAP financial measures, such as EBITDA and Adjusted EBITDA, in disclosures and press releases. These rules require non-GAAP financial measures to be presented with, and reconciled to, the most nearly comparable financial measure calculated and presented in accordance with GAAP.
Set forth below is a reconciliation of net income to Adjusted EBITDA. Management uses Adjusted EBITDA to measure the operating results and effectiveness of our ongoing business. We believe this measurement is important to our investors and financial analysts because it allows a more effective evaluation of our performance using the same measurements that management uses. Adjusted EBITDA is an indication of our ability to generate cash available to internally fund our expansion plans and service our debt obligations. This non-GAAP financial measure may not be comparable to similarly titled measurements used by other companies and should not be used as a substitute for net income, earnings per share, operating cash flow or other GAAP operating measurements. The results shown below include results for the three and six months ended June 30, 2006 and 2007.
OMNI ENERGY SERVICES CORP.
UNAUDITED OTHER FINANCIAL DATA
Three Months Ended Six Months Ended
June 30, June 30,
2006 2007 2006 2007
(in thousands)
Adjusted EBITDA:
Net income $6,189 $4,017 $8,491 $7,444
Plus (less):
Interest 1,211 1,759 2,327 3,329
Loss on debt extinguishment -- -- -- 1,004
Other income (92) (54) (176) (65)
Depreciation and amortization 1,472 2,922 2,759 4,987
Non-cash stock compensation 133 390 228 497
Provision for income tax expense 1,998 2,543 2,884 4,687
Income tax benefit from net
operating loss carryforwards (2,998) -- (3,884) --
Adjusted EBITDA $7,913 $11,577 $12,629 $21,883
We derived the pro forma financial information for the twelve months ended June 30, 2007, by calculating the historical consolidated financial data for the year ended December 31, 2006 for OMNI and for each of CHI, Cypress, and Rig Tools, (i) less the historical consolidated financial data for the six months ended June 30, 2006 for OMNI and for each of CHI, Cypress, and Rig Tools, (ii) plus the historical consolidated financial data for the six months ended June 30, 2007 of OMNI and for each of CHI and Cypress up to the date of acquisition by OMNI, and (iii) then applying pro forma adjustments to give effect to the transactions (included in the financial data for the six months ended June 30, 2007). The pro forma financial information and the Non-GAAP financial information are unaudited and is for informational purposes only.
The historical consolidated financial information for 2006 for OMNI and for CHI is audited, and the historical consolidated financial information for 2006 for Cypress and Rig Tools is unaudited. The year end 2006 audited financial information for OMNI is included in our Annual Report on Form 10-K for the year ended December 31, 2006, and the year end 2006 audited financial information for CHI is included in our Current Report on Form 8-K/A filed on May 16, 2007. The year end 2006 unaudited financial information for Cypress and Rig Tools is included below.
The unaudited financial information for the first six months of 2006 for OMNI is included herein, and is included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2006. The unaudited financial information for the first six months of 2007 for OMNI is included herein, and will be included in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. The unaudited financial information for the first six months of 2006 for CHI, Cypress and Rig Tools is included below. The unaudited financial information for each of CHI and Cypress from January 1, 2007 until the date of acquisition by OMNI and the pro forma adjustments to give effect to the transactions are set forth in our Current Report on Form 8-K/A filed on May 16, 2007.
Six Months Ended June 30, 2007
Net Income Adjusted
Revenue from Operations EBITDA
(in thousands)
Pro Forma:
As reported $87,010 $7,444 $21,883
Pre-Acquisition
Charles Holston, Inc 4,642 87 766
Cypress Energy 4,626 185 637
Pro forma $96,278 $7,716 $23,286
Less: Six Add: Six Twelve
Year ended months ended months ended months ended
December 31, June 30, June 30, June 30,
2006 2006 2007 2007
(in thousands)
Revenue:
As reported $98,998 $(46,139) $87,010 $139,869
Rig Tools, Inc. 11,579 (6,586) -- 4,993
Charles Holston, Inc. 29,350 (14,202) 4,642 19,790
Cypress Energy 23,645 (8,680) 4,626 19,591
Pro forma $163,572 $(75,607) $96,278 $184,243
Less: Six Add: Six Twelve
Year ended months ended months ended months ended
December 31, June 30, June 30, June 30,
2006 2006 2007 2007
(in thousands)
Net income from operations:
As reported $9,231 $(4,607) $7,444 $12,068
Rig Tools, Inc. 386 (169) -- 217
Charles Holston, Inc. 1,714 (737) 87 1,064
Cypress Energy 442 116 185 743
Pro forma $11,773 $(5,397) $7,716 $14,092
Less: Six Add: Six Twelve
Year ended months ended months ended months ended
December 31, June 30, June 30, June 30,
2006 2006 2007 2007
(in thousands)
Adjusted EBITDA:
As reported $26,008 $(12,629) $21,883 $35,262
Rig Tools, Inc. 3,407 (2,006) -- 1,401
Charles Holston, Inc. 5,045 (2,657) 766 3,154
Cypress Energy 2,553 (379) 637 2,811
Pro forma $37,013 $(17,671) $23,286 $42,628
Twelve
months ended
June 30, 2007
(in thousands)
Pro Forma Adjusted EBITDA:
Pro forma net income from operations $14,092
Plus (less):
Interest expense and other income, net 8,136
Loss on debt extinguishment 989
Other income (896)
Depreciation and amortization 10,567
Non-cash stock compensation 889
Provision for income tax expense 8,851
Pro forma Adjusted EBITDA $42,628
OMNI&
SOURCE OMNI Energy Services Corp.
Source: PR Newswire (August 6, 2007 - 2:51 PM EST)
News by QuoteMedia
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That PR was retarded: Hey, we have the date of the closing, but we're gonna leave you guys hanging and save it for next week after we dump a couple million more shares.
What a great PR, down 10%
Well, moving to prevent shorting isn't one of the reasons.
Shorting happens on every market, including the nasdaq. Look at overstock.com, so it wouldn't help if they moved to another market.
No, the dilution will slow it down.
The quarter isn't over until the end of september, then they audit, which will take months. So how do you come up with september.
They are putting out a timeframe next week.
"We expect to release the new closing timeframe for the acquisition once we have received final confirmation of the retention of the firm that will perform the audit of Aero Exhaust.
"rescheduled closing date will be announced as soon as confirmation of the auditor and other details"
First the company has not even found an auditor, second they are only going to give you a timeframe next week, not a hard date.
Notice that Hunsaker did not say anything in that pr. The pumpers proclaimed he was running the show and peacock was out. Yet another lie and red flag.
Meaning being: they don't have to pr anything about nascar, when all they are telling you is another delay. More pumping...
What does nascar have to do with an audit.
typo, excuse me months!
Because you are merging with a company that needed a loan from a penny stock, LMAO. My guess is that the merger and reverse split will happen at the same time and they will dilute the pig back to penny levels. All IMO!
What a pump PR, nascar this and nascar that. The merger is still month away, imo. The new products that were to be included in the financials did not roll out until july. Which leaves a couple of months for them to sell them, then a couple of month to audit the results.
Another delay and more BS!