AI
Thursday, May 23, 2013 2:46:17 PM
ENSV.. $1.00 ,, Updates for the past recent period....
ENSERVCO to Present at Upcoming Investor Conferences
Marketwire - May 23 07:00 EDT
DENVER, CO -- (Marketwired) -- 05/23/13 -- ENSERVCO Corporation (OTCQB: ENSV) announced today that it will present at the Sidoti & Company Semi-Annual Microcap Conference on June 7 in New York City and the Global Hunter Securities 100 Energy Conference to be held June 24-26 in Chicago.
Details are provided below:
Sidoti & Company's Semi-Annual Microcap Conference
Date: June 7, 2013
Presentation Time: 10:00 AM Eastern
Location: The Grand Hyatt Hotel
New York, NY
Global Hunter Securities 100 Energy Conference
Date: June 26, 2013
Presentation Time: 9:30 AM Central
Location: JW Marriott Hotel
Chicago, IL
"ENSERVCO has delivered very strong revenue and earnings growth in recent quarters, thanks to robust demand from the domestic oil and gas industry and the many enhancements we have made to our operations during the past year," said Rick Kasch, president. "We are very optimistic about our prospects for continued growth, and look forward to sharing our story with investors during these upcoming conferences."
Please visit Enservco's website, www.enservco.com, for information on a webcast of the Global Hunter conference. If you are unable to listen to a live webcast, it will be archived on the site following the presentation.
Conference participation is by invitation only and registration is mandatory. For more information on either conference or to schedule a one-on-one meeting, please contact a Sidoti & Co. or GHS representative.
About Sidoti & Company
Sidoti & Company, LLC, founded in 1999, continues to set the Wall Street standard for independent small-cap equity research. Sidoti research is exclusive to institutional investors. Sidoti's deep, experienced sales force and trading desk serve hundreds of clients in the U.S., Canada, and the U.K.
About Global Hunter Securities 100 Energy Conference
The GHS 100 will feature over 100 companies exclusively selected from the energy sector. The conference will be held from June 24-26, 2013 at Chicago's JW Marriott Hotel and will include two full days of 30-minute presentations, each followed by a 30-minute breakout session.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. For more information, please visit the company's website at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
=====================================================
ENSERVCO Corrects Prior Comment on Recent Management Transactions
Marketwire - May 16 20:04 EDT
DENVER, CO -- (Marketwired) -- 05/16/13 -- ENSERVCO Corporation (OTCQB: ENSV) corrected a statement made in a news release issued earlier today regarding the Company's 2013 capex budget. It was noted that management had not sold shares subsequent to a November 2012 private placement. However, it was subsequently recalled that in February 2013, Chairman and CEO Mike Herman sold a small percentage of his holdings to another major ENSERVCO stockholder in a private transaction. The sale, which was addressed in a Form 4 filed with the Securities and Exchange Commission on February 13, reduced Mr. Herman's ownership in the Company from 57% to 54%. The Company regrets the error.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
=============================
Enservco Corporation
501 South Cherry Street, Suite 320
Denver, CO 80246
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On July 25, 2013
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of Enservco Corporation (“Enservco”) on July 25, 2013, at 1:00 p.m., local time, at Suite 1000, 6400 South Fiddlers Green Circle, Greenwood Village, CO 80111 (the “Annual Meeting”). At the Annual Meeting the Company will submit the following four proposals to its stockholders for approval:
1. To elect four directors for the ensuing year.
2. To ratify and approve the appointment of EKS&H, LLLP, as Enservco’s independent registered accounting firm for the year ended December 31, 2013.
3. To conduct an advisory vote on executive compensation.
4. To conduct an advisory vote on the frequency of advisory votes on executive compensation.
5. To give the Board of Directors discretion (if necessary to effect a listing of Enservco’s common stock on an exchange) to implement a reverse stock split of the outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-three (1:3), or anywhere between, while maintaining or reducing the number of authorized shares of Common Stock and preferred stock at any proportion (which will likely differ from the reverse stock split ratio) the Board of Directors deems appropriate in its discretion (the “Reverse Stock Split”). Additionally, any other business that may properly come before the meeting will be conducted.
The discussion of the proposals set forth above is intended only as a summary and is qualified in its entirety by the information contained in the accompanying Information Statement. Only holders of record of our common stock on June 10, 2013 (“the Record Date”) will be entitled to notice of and to vote at this Annual Meeting, and any postponements or adjournments thereof.
The accompanying Information Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. The Board is not soliciting your proxy or consent in connection with the matters discussed above. Stockholders who wish to vote on the proposals must attend the Annual Meeting and vote in person at the meeting or otherwise designate a proxy to attend the Annual Meeting and vote on their behalf.
==========================================
ENSERVCO to Boost Fleet Capacity With $6 Million Capex Budget; Reports 85% Increase in April Revenue Versus Same Month of 2012
Marketwire - May 16 06:00 EDT
DENVER, CO -- (Marketwired) -- 05/16/13 -- ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today said it will invest approximately $6.0 million in capital expenditures during 2013, with $4.7 million being allocated toward new equipment fabrication. The capex budget, which also includes $1.3 million for enhancements to existing equipment, will be funded through internal cash flow.
Management estimates the annualized revenue potential from the new equipment at approximately $10 million. The equipment includes nine frac heating trucks with a total of 12 burner boxes, four hot oilers and two well acidizing trucks. The investments will expand ENSERVCO's frac heating capacity by 40 percent and increase its hot oiling fleet by 15 percent.
"Although we reported record financial results during the two most recent quarters, we were nevertheless constrained by capacity limitations," said Rick Kasch, president. "This fleet expansion will enhance our ability to meet growing customer demand as we head into the busy season this fall."
ENSERVCO also announced that sales during April 2013 reached $3.7 million, up 85% from the same month last year. The improvement was fueled in part by cool spring temperatures across the Company's service territories, as well as sustained demand for fluid heating services, particularly in regions where new hydraulic fracturing techniques require higher water temperatures than traditional frac designs.
Management also commented on the increased trading volume in ENSERVCO's common stock in recent days. "We believe the improved liquidity is at least partially related to our November 2012 private placement. The shares and associated warrants were priced at $0.35 and $0.55, respectively. Given the significant increase in our share price during recent months, we believe it is likely some of the participants in the transaction are recognizing profits." Kasch added that management has not sold any shares subsequent to the November private placement.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
=============================================
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *OPPENHEIM STEVEN P
--------------------------------------------------------------------------------
(Last) (First) (Middle)
501 S. CHERRY STREET
SUITE 320
--------------------------------------------------------------------------------
(Street)DENVER CO 80246
--------------------------------------------------------------------------------
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2013 3. Issuer Name and Ticker or Trading Symbol
Enservco Corp [ ENSV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (1) 04/29/2013 04/29/2018 Common Stock 1,000,000(1) 1.27 D
Explanation of Responses:
1. Options granted pursuant to Enservco's 2010 Stock Incentive Plan on April 29, 2013. Options vest immediately.
/s/ Stephen P. Oppenheim 04/29/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
==========================================
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *OPPENHEIM STEVEN P
--------------------------------------------------------------------------------
(Last) (First) (Middle)
501 S. CHERRY STREET
SUITE 320
--------------------------------------------------------------------------------
(Street)DENVER CO 80246
--------------------------------------------------------------------------------
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2013 3. Issuer Name and Ticker or Trading Symbol
Enservco Corp [ ENSV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (1) 04/29/2013 04/29/2018 Common Stock 1,000,000(1) 1.27 D
Explanation of Responses:
1. Options granted pursuant to Enservco's 2010 Stock Incentive Plan on April 29, 2013. Options vest immediately.
/s/ Stephen P. Oppenheim 04/29/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
==================================================
ENSERVCO Names Robert Devers as Chief Financial Officer; Steve Oppenheim Appointed to Board of Directors
Marketwire - Apr 29 08:00 EDT
DENVER, CO -- (Marketwired) -- 04/29/13 -- ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced Robert Devers has been appointed chief financial officer. In addition, ENSERVCO's board of directors has appointed Steve Oppenheim as an independent director, expanding the board to five members.
Devers joins ENSERVCO with more than 20 years of financial management experience for both publicly traded and private companies in an array of industries, including the natural resource sector. He most recently was an independent consultant to public companies in the mining and beverage distribution industries. From 2007 to 2011 he served as chief financial officer of Silver Bull Resources, a mineral exploration company traded on both the NYSE MKT and TSX exchanges.
A certified public accountant, Devers also served as senior director of financial analysis and internal audit of The Broe Companies Inc., a multi-billion dollar international holding company with investments in real estate, transportation, mining, and oil and gas exploration. In addition to work as a corporate officer and financial executive with several other publicly traded and privately-held companies, Devers spent three years with a regional public accounting firm that specialized in publicly held oil and gas exploration and production companies. Devers earned a bachelor of arts degree in accounting from Western State College.
Devers, 50, assumes the CFO role from Rick Kasch, who has been serving dual roles as both president and CFO since July 2011. Kasch will continue in his role as president.
"Our rapid financial and operational growth necessitates that we also expand the breadth of our executive management team," Kasch said. "Bob brings a wealth of financial management experience and industry knowledge to the CFO position, and we look forward to his contributions as we work to further expand our presence in the domestic oilfield services industry."
Oppenheim, 66, joins the ENSERVCO board with 40 years of accounting, securities, tax and finance experience. He has served as a director of several publicly traded and private companies, including SUNAIR, where he spent five years as an independent director and chaired both the compensation and nominating committees, and was a working member of the audit committee. He is currently a director on the boards of Orlando Dinner Entertainment, Inc. and IMS Internet Media Services, Inc.
Oppenheim also provides corporate secretary services to three private U.S. businesses, and is involved in financial, legal and human resource operations for each enterprise. He previously has represented a privately-owned oil refiner and independent oil dealer, and served as the personal advisor to a former President of Texaco Inc.
Mike Herman, chairman and CEO of ENSERVCO, said, "Steve's financial background and extensive experience as a corporate director will prove valuable assets to our board. We plan to leverage his expertise as we pursue our long-range strategic objectives and address the complexities associated with our rapid growth."
Oppenheim holds a juris doctorate degree from the University of Miami School of Law with an emphasis in securities regulation, finance, and taxation; and a bachelor of business administration in accounting from the University of Miami School of Business.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
==============================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
Enservco Corporation
(Exact name of registrant as specified in its charter)
Delaware 84-0811316
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
501 S. Cherry, Suite 320
Denver, CO 80246
(Address of principal executive offices)
2008 Equity Plan and 2010 Stock Incentive Plan
(full title of the plan)
Rick D. Kasch, Chief Financial Officer, President
Enservco Corporation
501 S. Cherry, Suite 320
Denver, CO 80246
(303) 333-3678
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Theresa Mehringer, Esq.
Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle, Suite
1000
Greenwood Village, Colorado 80111
(303) 796-2626
______________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company:
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting Company x
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (2)
Common Stock, $.005 par value per share, under the:
2008 Equity Plan 350,000 $ 1.25 $ 437,500 $ 59.68
2010 Stock Incentive Plan 4,773,794 1.25 5,967,243 813.93
Total 5,123,794 $ 1.25 $ 6,404,743 $ 873.61
(1) This Registration Statement covers shares of common stock, $0.005 par value per share, of Enservco Corporation (the “Common Stock”) issued or issuable pursuant to the 2008 Equity Plan and the 2010 Stock Incentive Plan (the “Plans”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminable number of additional shares of Common Stock as may hereafter be offered or issued pursuant to the Plans, as necessary to adjust the number of shares reserved for issuance pursuant to the Plans as the result of any future stock split, stock dividend or similar adjustment of the outstanding common stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). The calculation of the registration fee is based upon the average of the high and low prices of Enservco Corporation common stock on April 22, 2013, as reported for such date by OTCQB.
=======================================================
ENSERVCO Reports Record Financial Results for Fourth Quarter and Full Fiscal Year*; Revenue Growth Accelerates Sharply in 2013 First Quarter
Marketwire - Mar 28 09:00 EDT
Alert hits:/en
Company Symbols: NASDAQ-OTCBB:ENSV
DENVER, CO -- (Marketwire) -- 03/28/13 -- ENSERVCO Corporation (OTCQB: ENSV)
Selected Highlights:
Q4 revenue a record $11.3 million, up 79% from Q4 2011
Q4 income from continuing operations increases by $1.5 million to $742,000 from Q4 2011
Q4 adjusted EBITDA** increases to $2.8 million from $494,000 in Q4 2011
First full fiscal year of profitability as public company
Q1 2013 revenue projected at $18 million to $20 million versus $9.5 million in Q1 2012
ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today reported record earnings and revenue for the fourth quarter and full fiscal year ended December 30, 2012.
Fourth quarter revenue increased 79% to a record $11.3 million from $6.3 million in last year's fourth quarter. The increase was attributable to a strong improvement in revenue from well enhancement services (frac heating, hot oiling, acidizing and pressure testing), which advanced 132% to $8.7 million from $3.8 million in last year's fourth quarter. Revenue from fluid management services (water hauling/disposal and frac tank rentals) for the quarter was flat versus last year's fourth quarter at $2.4 million.
Fourth quarter gross profit increased to 33% from 23% in the 2011 fourth quarter. Operating income was $2.2 million dollars, a $3.0 million positive swing when compared with a loss from operations of $805,000 in the fourth quarter of 2011. Income from continuing operations was $742,000, or $0.03 per diluted share, an improvement of $1.5 million versus a loss of $745,000, or $0.03 per diluted share, in the comparable prior-year quarter. Adjusted EBITDA** was $2.8 million, up from $494,000 in the 2011 fourth quarter.
"The results of our expansion strategy are clearly evident in our fourth quarter financial performance," said Rick Kasch, president and CFO. "Our new service territories, broader customer base and expanded equipment fleet, combined with normal winter weather, drove a strong improvement in our revenue and earnings performance.
"Thus far in 2013, we have seen our growth accelerate, as a normal winter pattern continues and we add new equipment to begin servicing the Utica Shale region. These developments, coupled with strong demand from existing customers, are expected to result in first quarter revenue in a range of $18 million to $20 million, up from the $9.5 million reported in the 2012 first quarter."
"Our focus during 2013 will be on continued geographic expansion, particularly within oil-focused regions. We also will work to expand the range of services we are providing to several large new customers that have come to us for frac water heating. Ongoing well maintenance services generate approximately 60% of our revenue, and are vital to the optimal performance of a producing well. As customers bring new wells online, we believe they will be ideal candidates for our well maintenance services such as acidizing, hot oiling, pressure testing and water hauling.
"Customer demand during the first quarter continues to outpace our service capacity, so we plan to invest in additional equipment during the balance of the year. We will provide more detail on our CapEx budget and expansion plans sometime during the second quarter. Given current demand and a range of new business opportunities, we are very optimistic that 2013 will be another year of strong financial growth."
Full-Year Results
For the full fiscal year, which included a restrained first quarter due to exceptionally warm weather, revenue was a record $31.5 million, up 32% from $23.9 million in 2011. Gross profit, which was negatively impacted by warm weather and idled service crews during portions of the first quarter, improved to 26% from 25% in the prior year. Operating income was $1.7 million versus a loss from operations of $1.6 million in 2011. In what was the Company's first full year of profitability since becoming public, income from continuing operations was $401,000, or $0.02 per diluted share, versus a loss in 2011 of $1.6 million, or $0.07 per diluted share. Adjusted EBITDA** was $4.9 million, up 55% from $3.2 million in 2011.
*All revenue and earnings results discussed herein exclude discontinued operations, which were relatively insignificant.
Conference Call
Management will hold a conference call to discuss these results today at 1 p.m. Eastern (11 a.m. Mountain). The call will be accessible by dialing 877-407-8033 (201-689-8033 for international callers). No passcode is necessary. A telephonic replay will be available through April 29, 2013, by calling 877-660-6853 (201-612-7415 for international callers) and entering the Conference ID #411506.
Investors also can listen to the call via the Internet by accessing the ENSERVCO website, located at www.enservco.com, and linking to the "Investors" page. Participants should access the site at least 15 minutes early to register and download any necessary audio software. A replay of the webcast will be available for 90 days.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
**Note on non-GAAP Financial Measures
This press release and the accompanying tables include a discussion of EBITDA and Adjusted EBITDA, which are non-GAAP financial measures provided as a complement to the results provided in accordance with generally accepted accounting principles ("GAAP"). The term "EBITDA" refers to a financial measure that we define as earnings plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing ENSERVCO's operating performance (as further described in the attached financial schedules). None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. We have reconciled Adjusted EBITDA to GAAP net income in the Consolidated Statements of Operations table at the end of this release.
We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
ENSERVCO Corporation
Consolidated Statements of Operations
For the Three Months Ended December 31,
2012 2011
------------------ ------------------
Statement of Operations
Revenues $ 11,254,266 $ 6,302,063
Cost of Revenue 7,548,905 4,865,243
------------------ ------------------
Gross Profit 3,705,361 1,436,820
------------------ ------------------
33% 23%
Operating Expenses
General and administrative
expenses 975,443 1,065,060
Depreciation and amortization 544,273 1,176,344
------------------ ------------------
Total operating expenses 1,519,716 2,241,404
------------------ ------------------
Income (Loss) from Operations 2,185,645 (804,584)
------------------ ------------------
Other Income (Expense)
Interest expense (264,039) (191,991)
Loss on disposals of equipment (259,150) (74,737)
Gain on sale of investments - -
Other (29,552) (11,329)
------------------ ------------------
Total other expense (552,741) (278,057)
------------------ ------------------
Income (Loss) From Continuing
Operations Before Tax (Expense)
Benefit 1,632,904 (1,082,641)
Income Tax (Expense) Benefit (890,632) 337,776
------------------ ------------------
Income (Loss) From Continuing
Operations $ 742,272 $ (744,865)
------------------ ------------------
Discontinued Operations
Loss from discontinued operations (316,921) (207,789)
Income tax benefit 123,599 81,038
------------------ ------------------
Loss on discontinued operations,
net of tax (193,322) (126,751)
------------------ ------------------
Net Income (Loss) 548,950 (871,616)
================== ==================
Earnings (Loss) per Common Share -
Basic
Income from continuing operations $ 0.03 $ (0.03)
Discontinued operations $ (0.01) $ (0.01)
------------------ ------------------
Net Income (Loss) $ 0.02 $ (0.04)
Earnings (Loss) per Common Share -
Diluted
Income from continuing operations $ 0.03 $ (0.03)
Discontinued operations $ (0.01) $ (0.01)
------------------ ------------------
Net Income (Loss) $ 0.02 $ (0.04)
Basic weighted average number of
common shares outstanding 28,184,999 21,778,866
Add: Dilutive shares assuming
exercise of options and warrants 194,991 -
------------------ ------------------
Diluted weighted average number of
common shares outstanding 24,316,869 21,778,866
EBITDA From Continuing Operations:
Income (Loss) From Continuing
Operations 742,272 (744,865)
Add (Deduct):
Interest expense 264,039 191,991
Income tax expense (benefit) 890,632 (337,776)
Depreciation and amortization 544,273 1,176,344
------------------ ------------------
EBITDA From Continuing Operations 2,441,216 285,694
Add (Deduct):
Stock-based compensation 30,903 122,414
Warrants issued - -
Loss on disposal of equipment 259,150 74,737
Gain on sale of investments - -
Other (income) expense 29,552 11,329
------------------ ------------------
Adjusted EBITDA From Continuing
Operations 2,760,821 494,174
================== ==================
EBITDA* From Discontinued
Operations:
Loss From Discontinued Operations (193,322) (126,751)
Add (Deduct):
Interest expense 171 1,035
Income tax benefit (123,599) (81,038)
Depreciation and amortization 17,714 113,233
------------------ ------------------
EBITDA* From Discontinued Operations (299,036) (93,521)
Add (Deduct):
Stock-based compensation - -
Warrants issued - -
Loss on disposal of equipment - -
Gain on sale of investments - -
Other (income) expense - -
------------------ ------------------
Adjusted EBITDA* From Discontinued
Operations (299,036) (93,521)
================== ==================
ENSERVCO Corporation
Consolidated Statements of Operations
and Comprehensive Loss
For the Years Ended December 31,
2012 2011
----------------- -----------------
Revenues $ 31,497,787 $ 23,904,384
Cost of Revenue 23,286,561 17,828,834
----------------- -----------------
Gross Profit 8,211,226 6,075,550
----------------- -----------------
Operating Expenses
General and administrative expenses 3,550,438 3,515,213
Depreciation and amortization 2,960,153 4,188,052
----------------- -----------------
Total operating expenses 6,510,591 7,703,265
----------------- -----------------
Income (Loss) from Operations 1,700,635 (1,627,715)
----------------- -----------------
Other Income (Expense)
Interest expense (902,152) (699,230)
Loss on disposals of equipment (5,739) (119,023)
Gain on sale of investments 24,653 -
Other 10,870 (49,765)
----------------- -----------------
Total other expense (872,368) (868,018)
----------------- -----------------
Income (Loss) From Continuing
Operations Before Tax (Expense)
Benefit 828,267 (2,495,733)
Income Tax (Expense) Benefit (426,779) 897,923
----------------- -----------------
Income (Loss) From Continuing
Operations $ 401,488 $ (1,597,810)
----------------- -----------------
Discontinued Operations
Loss from discontinued operations (797,636) (605,650)
Income tax benefit 311,078 236,204
----------------- -----------------
Loss on discontinued operations, net
of tax (486,558) (369,446)
----------------- -----------------
Net Loss $ (85,070) $ (1,967,256)
================= =================
Other Comprehensive (Loss) Gain
Unrealized (gain on available-for-
sale securities, net of tax 17,506 (133,665)
Unrealized loss on interest rate
swap, net of tax (4,805) -
Reclassification into earnings, net
of tax (40,579) -
----------------- -----------------
Total other comprehensive loss (27,878) (133,665)
Comprehensive Loss $ (112,948) $ (2,100,921)
================= =================
Earnings (Loss) per Common Share -
Basic
Income from continuing operations $ 0.02 $ (0.07)
Discontinued operations $ (0.02) $ (0.02)
----------------- -----------------
Net Loss $ - $ (0.09)
Earnings (Loss) per Common Share -
Diluted
Income from continuing operations $ 0.02 $ (0.07)
Discontinued operations $ (0.02) $ (0.02)
----------------- -----------------
Net Loss $ - $ (0.09)
Basic weighted average number of
common shares outstanding 23,389,151 21,778,866
Add: Dilutive shares assuming
exercise of options and warrants 927,718 -
----------------- -----------------
Diluted weighted average number of
common shares outstanding 24,316,869 21,778,866
EBITDA From Continuing Operations:
Income (Loss) From Continuing
Operations $ 401,488 $ (1,597,810)
Add (Deduct):
Interest expense 902,152 699,230
Income tax expense (benefit) 426,779 (897,923)
Depreciation and amortization 2,960,153 4,188,052
----------------- -----------------
EBITDA From Continuing Operations $ 4,690,572 $ 2,391,549
Add (Deduct):
Stock-based compensation 279,362 576,498
Warrants issued - 46,353
Loss on disposal of equipment 5,739 119,023
Gain on sale of investments (24,653) -
Other (income) expense (10,870) 49,765
----------------- -----------------
Adjusted EBITDA From Continuing
Operations $ 4,940,150 $ 3,183,188
================= =================
EBITDA* From Discontinued Operations:
Loss From Discontinued Operations $ (486,558) $ (369,446)
Add (Deduct):
Interest expense 1,770 7,714
Income tax benefit (311,078) (236,204)
Depreciation and amortization 128,935 511,588
----------------- -----------------
EBITDA* From Discontinued Operations $ (666,931) $ (86,348)
Add (Deduct):
Stock-based compensation - -
Warrants issued - -
Loss on disposal of equipment - -
Gain on sale of investments - -
Other (income) expense - -
----------------- -----------------
Adjusted EBITDA* From Discontinued
Operations $ (666,931) $ (86,348)
================= =================
ENSERVCO Corporation Consolidated Balance Sheets
December 31, December 31,
-------------- --------------
2012 2011
-------------- --------------
ASSETS
Current Assets
Cash and cash equivalents $ 533,627 $ 417,005
Accounts receivable, net 7,791,342 4,505,254
Marketable securities - 150,793
Prepaid expenses and other current assets 802,020 593,291
Inventories 273,103 549,432
Deferred tax asset 153,466 187,170
-------------- --------------
Total current assets 9,553,558 6,402,945
Property and Equipment, net 15,020,890 14,759,039
Fixed Assets Held for Sale, net 304,429 412,831
Non-Competition Agreements, net 30,000 180,000
Goodwill 301,087 301,087
Long-term portion of interest rate swap 16,171 -
Other Assets 630,891 64,770
-------------- --------------
TOTAL ASSETS $ 25,857,026 $ 22,120,672
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 3,585,785 $ 2,954,687
Line of credit borrowings 2,151,052 2,263,227
Current portion of long-term debt 2,236,343 3,867,658
Current portion of interest rate swap 24,048 -
-------------- --------------
Total current liabilities 7,997,228 9,085,572
-------------- --------------
Long-Term Liabilities
Deferred rent payable 20,860 22,044
Subordinated debt - related party - 1,477,760
Long-term debt, less current portion 10,570,928 8,020,435
Deferred income taxes, net 451,662 387,487
-------------- --------------
Total long-term liabilities 11,043,450 9,907,726
-------------- --------------
Total liabilities 19,040,678 18,993,298
-------------- --------------
Commitments and Contingencies
Stockholders' Equity
Common and preferred stock. $.005 par
value
Authorized: 100,000,000 common shares
and 10,000,000 preferred shares
Issued: 31,928,894 common shares and -0-
preferred shares
Treasury Stock: 103,600 common shares
Issued and outstanding: 31,825,294 and
21,778,866 common shares, and -0-
preferredshares each, at December 31,
2012 and December 31, 2011,
respectively
159,127 108,894
Additional paid-in-capital 9,864,363 6,112,674
Accumulated deficit (3,202,337) (3,117,267)
Accumulated other comprehensive income (4,805) 23,073
-------------- --------------
Total stockholders' equity 6,816,348 3,127,374
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,857,026 $ 22,120,672
============== ==============
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
===================================================
ENSERVCO Forecasts Swing to Full-Year 2012 Profitability on Strength of Record Fourth Quarter Earnings From Continuing Operations*; Fiscal 2013 Opens With Record Single-Month Revenue of $7.1 Million*
Marketwire - Feb 27 06:00 EDT
Alert hits:/en
Company Symbols: NASDAQ-OTCBB:ENSV
DENVER, CO -- (Marketwire) -- 02/27/13 -- ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today said it expects to report record earnings for the fourth quarter ended December 31, 2012. The results, which are expected to lead to ENSERVCO's first full year of profitability since the Company became public in 2010, come on the strength of previously announced preliminary and unaudited record revenue for both the fourth quarter and full fiscal year.
Record fourth quarter revenue of $11.3 million is expected to lead to fourth quarter operating income of $2.2 million, a positive swing of more than $3.0 million when compared with a loss from operations of $805,000 in the 2011 fourth quarter. Fourth quarter income after tax is expected to be $742,000, versus a loss of $745,000 in the comparable prior-year period. Fourth quarter adjusted EBITDA is expected to increase to $2.8 million from $494,000 in the same quarter a year ago.
For the full fiscal year, record revenue of $31.5 million is expected to lead to operating income of $1.7 million, a positive swing of $3.3 million versus an operating loss of $1.6 million in 2011. After tax income is expected to be $401,000 versus a loss of $1.6 million in the prior year. Full-year adjusted EBITDA is expected to be $4.9 million versus $3.2 million in 2011.
Rick Kasch, president and CFO, said, "Our profit performance during the fourth quarter illustrates the positive impact of our increased heating capacity, recent geographic expansion, and the strong demand we are experiencing in all of our service territories."
Kasch added, "We are off to a very strong start to 2013, as revenue in January was an all-time monthly high of $7.1 million. By comparison, our prior single-month revenue record was $3.8 million, which was achieved in both November and December of 2012. Several of our customers have announced large CapEx budgets for 2013, and they also have indicated a significant amount will be spent on drilling programs in our service territories. We are optimistic that 2013 will be a very strong year for the Company."
These preliminary earnings results are being provided in advance of two investor conferences at which ENSERVCO management will present in the coming days. Tomorrow, ENSERVCO will participate in the Accredited Members Small Cap/Microcap Investment Conference in Las Vegas. On March 12, the Company will participate in the SeeThruEquity Spring Microcap Investor Forum in New York City.
ENSERVCO expects to report audited full-year financial results during the second or third week of March.
*All revenue and earnings results discussed herein exclude discontinued operations (which were immaterial). For the 2012 fourth quarter, full fiscal year 2012 and first month 2013, results are preliminary and unaudited.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASUREMENTS TO MOST
DIRECTLY COMPARABLE GAAP FINANCIAL MEASUREMENTS
12 Months 12 Months 3 Months 3 Months
$ in millions Ended Ended Ended Ended
12/31/2012 12/31/2011 12/31/2012 12/31/2011
---------- ---------- ---------- ----------
Adjusted EBITDA (Continuing
Operations)
Income (Loss) After Tax $ 0.4 $ (1.6) $ 0.7 $ (0.7)
Add Back (Deduct):
Interest Expense 0.9 0.7 0.3 0.2
Provision for income taxes 0.4 (0.9) 0.9 (0.3)
Depreciation and
amortization 3.0 4.2 0.5 1.1
---------- ---------- ---------- ----------
EBITDA 4.7 2.4 2.4 0.3
Add Back (Deduct):
Stock-based compensation 0.3 0.6 0.0 0.1
Loss on disposal of
equipment 0.0 0.1 0.3 0.1
Other (0.1) 0.1 0.1 0.0
---------- ---------- ---------- ----------
Adjusted EBITDA (Continuing
Operations) $ 4.9 $ 3.2 $ 2.8 $ 0.5
========== ========== ========== ==========
Note on non-GAAP Financial Measures
This press release and the accompanying tables include a discussion of EBITDA and Adjusted EBITDA, which are non-GAAP financial measures provided as a complement to the results provided in accordance with generally accepted accounting principles ("GAAP"). The term "EBITDA" refers to a financial measure that we define as earnings plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing ENSERVCO's operating performance (as further described in the attached financial schedules). None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. We have reconciled Adjusted EBITDA to GAAP net income in the Consolidated Statements of Operations table at the end of this release.
We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.
Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. This forward-looking information includes statements relating to our preliminary, unaudited results for the fourth quarter and full fiscal year ended December 31, 2012. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in ENSERVCO's Form 10-K filed on March 30, 2012, in its reports subsequently filed with the Securities and Exchange Commission, all of which are available at www.enservco.com, and in addition to the other risks and caveats included in this press release. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
Source: ENSERVCO
ENSERVCO to Present at Upcoming Investor Conferences
Marketwire - May 23 07:00 EDT
DENVER, CO -- (Marketwired) -- 05/23/13 -- ENSERVCO Corporation (OTCQB: ENSV) announced today that it will present at the Sidoti & Company Semi-Annual Microcap Conference on June 7 in New York City and the Global Hunter Securities 100 Energy Conference to be held June 24-26 in Chicago.
Details are provided below:
Sidoti & Company's Semi-Annual Microcap Conference
Date: June 7, 2013
Presentation Time: 10:00 AM Eastern
Location: The Grand Hyatt Hotel
New York, NY
Global Hunter Securities 100 Energy Conference
Date: June 26, 2013
Presentation Time: 9:30 AM Central
Location: JW Marriott Hotel
Chicago, IL
"ENSERVCO has delivered very strong revenue and earnings growth in recent quarters, thanks to robust demand from the domestic oil and gas industry and the many enhancements we have made to our operations during the past year," said Rick Kasch, president. "We are very optimistic about our prospects for continued growth, and look forward to sharing our story with investors during these upcoming conferences."
Please visit Enservco's website, www.enservco.com, for information on a webcast of the Global Hunter conference. If you are unable to listen to a live webcast, it will be archived on the site following the presentation.
Conference participation is by invitation only and registration is mandatory. For more information on either conference or to schedule a one-on-one meeting, please contact a Sidoti & Co. or GHS representative.
About Sidoti & Company
Sidoti & Company, LLC, founded in 1999, continues to set the Wall Street standard for independent small-cap equity research. Sidoti research is exclusive to institutional investors. Sidoti's deep, experienced sales force and trading desk serve hundreds of clients in the U.S., Canada, and the U.K.
About Global Hunter Securities 100 Energy Conference
The GHS 100 will feature over 100 companies exclusively selected from the energy sector. The conference will be held from June 24-26, 2013 at Chicago's JW Marriott Hotel and will include two full days of 30-minute presentations, each followed by a 30-minute breakout session.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. For more information, please visit the company's website at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
=====================================================
ENSERVCO Corrects Prior Comment on Recent Management Transactions
Marketwire - May 16 20:04 EDT
DENVER, CO -- (Marketwired) -- 05/16/13 -- ENSERVCO Corporation (OTCQB: ENSV) corrected a statement made in a news release issued earlier today regarding the Company's 2013 capex budget. It was noted that management had not sold shares subsequent to a November 2012 private placement. However, it was subsequently recalled that in February 2013, Chairman and CEO Mike Herman sold a small percentage of his holdings to another major ENSERVCO stockholder in a private transaction. The sale, which was addressed in a Form 4 filed with the Securities and Exchange Commission on February 13, reduced Mr. Herman's ownership in the Company from 57% to 54%. The Company regrets the error.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
=============================
Enservco Corporation
501 South Cherry Street, Suite 320
Denver, CO 80246
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
On July 25, 2013
To our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of Enservco Corporation (“Enservco”) on July 25, 2013, at 1:00 p.m., local time, at Suite 1000, 6400 South Fiddlers Green Circle, Greenwood Village, CO 80111 (the “Annual Meeting”). At the Annual Meeting the Company will submit the following four proposals to its stockholders for approval:
1. To elect four directors for the ensuing year.
2. To ratify and approve the appointment of EKS&H, LLLP, as Enservco’s independent registered accounting firm for the year ended December 31, 2013.
3. To conduct an advisory vote on executive compensation.
4. To conduct an advisory vote on the frequency of advisory votes on executive compensation.
5. To give the Board of Directors discretion (if necessary to effect a listing of Enservco’s common stock on an exchange) to implement a reverse stock split of the outstanding shares of common stock in a range from one-for-two (1:2) up to one-for-three (1:3), or anywhere between, while maintaining or reducing the number of authorized shares of Common Stock and preferred stock at any proportion (which will likely differ from the reverse stock split ratio) the Board of Directors deems appropriate in its discretion (the “Reverse Stock Split”). Additionally, any other business that may properly come before the meeting will be conducted.
The discussion of the proposals set forth above is intended only as a summary and is qualified in its entirety by the information contained in the accompanying Information Statement. Only holders of record of our common stock on June 10, 2013 (“the Record Date”) will be entitled to notice of and to vote at this Annual Meeting, and any postponements or adjournments thereof.
The accompanying Information Statement is being furnished to our stockholders for informational purposes only, pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations prescribed thereunder. The Board is not soliciting your proxy or consent in connection with the matters discussed above. Stockholders who wish to vote on the proposals must attend the Annual Meeting and vote in person at the meeting or otherwise designate a proxy to attend the Annual Meeting and vote on their behalf.
==========================================
ENSERVCO to Boost Fleet Capacity With $6 Million Capex Budget; Reports 85% Increase in April Revenue Versus Same Month of 2012
Marketwire - May 16 06:00 EDT
DENVER, CO -- (Marketwired) -- 05/16/13 -- ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today said it will invest approximately $6.0 million in capital expenditures during 2013, with $4.7 million being allocated toward new equipment fabrication. The capex budget, which also includes $1.3 million for enhancements to existing equipment, will be funded through internal cash flow.
Management estimates the annualized revenue potential from the new equipment at approximately $10 million. The equipment includes nine frac heating trucks with a total of 12 burner boxes, four hot oilers and two well acidizing trucks. The investments will expand ENSERVCO's frac heating capacity by 40 percent and increase its hot oiling fleet by 15 percent.
"Although we reported record financial results during the two most recent quarters, we were nevertheless constrained by capacity limitations," said Rick Kasch, president. "This fleet expansion will enhance our ability to meet growing customer demand as we head into the busy season this fall."
ENSERVCO also announced that sales during April 2013 reached $3.7 million, up 85% from the same month last year. The improvement was fueled in part by cool spring temperatures across the Company's service territories, as well as sustained demand for fluid heating services, particularly in regions where new hydraulic fracturing techniques require higher water temperatures than traditional frac designs.
Management also commented on the increased trading volume in ENSERVCO's common stock in recent days. "We believe the improved liquidity is at least partially related to our November 2012 private placement. The shares and associated warrants were priced at $0.35 and $0.55, respectively. Given the significant increase in our share price during recent months, we believe it is likely some of the participants in the transaction are recognizing profits." Kasch added that management has not sold any shares subsequent to the November private placement.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
=============================================
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *OPPENHEIM STEVEN P
--------------------------------------------------------------------------------
(Last) (First) (Middle)
501 S. CHERRY STREET
SUITE 320
--------------------------------------------------------------------------------
(Street)DENVER CO 80246
--------------------------------------------------------------------------------
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2013 3. Issuer Name and Ticker or Trading Symbol
Enservco Corp [ ENSV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (1) 04/29/2013 04/29/2018 Common Stock 1,000,000(1) 1.27 D
Explanation of Responses:
1. Options granted pursuant to Enservco's 2010 Stock Incentive Plan on April 29, 2013. Options vest immediately.
/s/ Stephen P. Oppenheim 04/29/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
==========================================
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *OPPENHEIM STEVEN P
--------------------------------------------------------------------------------
(Last) (First) (Middle)
501 S. CHERRY STREET
SUITE 320
--------------------------------------------------------------------------------
(Street)DENVER CO 80246
--------------------------------------------------------------------------------
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/29/2013 3. Issuer Name and Ticker or Trading Symbol
Enservco Corp [ ENSV ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)X Director 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options (1) 04/29/2013 04/29/2018 Common Stock 1,000,000(1) 1.27 D
Explanation of Responses:
1. Options granted pursuant to Enservco's 2010 Stock Incentive Plan on April 29, 2013. Options vest immediately.
/s/ Stephen P. Oppenheim 04/29/2013
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
==================================================
ENSERVCO Names Robert Devers as Chief Financial Officer; Steve Oppenheim Appointed to Board of Directors
Marketwire - Apr 29 08:00 EDT
DENVER, CO -- (Marketwired) -- 04/29/13 -- ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced Robert Devers has been appointed chief financial officer. In addition, ENSERVCO's board of directors has appointed Steve Oppenheim as an independent director, expanding the board to five members.
Devers joins ENSERVCO with more than 20 years of financial management experience for both publicly traded and private companies in an array of industries, including the natural resource sector. He most recently was an independent consultant to public companies in the mining and beverage distribution industries. From 2007 to 2011 he served as chief financial officer of Silver Bull Resources, a mineral exploration company traded on both the NYSE MKT and TSX exchanges.
A certified public accountant, Devers also served as senior director of financial analysis and internal audit of The Broe Companies Inc., a multi-billion dollar international holding company with investments in real estate, transportation, mining, and oil and gas exploration. In addition to work as a corporate officer and financial executive with several other publicly traded and privately-held companies, Devers spent three years with a regional public accounting firm that specialized in publicly held oil and gas exploration and production companies. Devers earned a bachelor of arts degree in accounting from Western State College.
Devers, 50, assumes the CFO role from Rick Kasch, who has been serving dual roles as both president and CFO since July 2011. Kasch will continue in his role as president.
"Our rapid financial and operational growth necessitates that we also expand the breadth of our executive management team," Kasch said. "Bob brings a wealth of financial management experience and industry knowledge to the CFO position, and we look forward to his contributions as we work to further expand our presence in the domestic oilfield services industry."
Oppenheim, 66, joins the ENSERVCO board with 40 years of accounting, securities, tax and finance experience. He has served as a director of several publicly traded and private companies, including SUNAIR, where he spent five years as an independent director and chaired both the compensation and nominating committees, and was a working member of the audit committee. He is currently a director on the boards of Orlando Dinner Entertainment, Inc. and IMS Internet Media Services, Inc.
Oppenheim also provides corporate secretary services to three private U.S. businesses, and is involved in financial, legal and human resource operations for each enterprise. He previously has represented a privately-owned oil refiner and independent oil dealer, and served as the personal advisor to a former President of Texaco Inc.
Mike Herman, chairman and CEO of ENSERVCO, said, "Steve's financial background and extensive experience as a corporate director will prove valuable assets to our board. We plan to leverage his expertise as we pursue our long-range strategic objectives and address the complexities associated with our rapid growth."
Oppenheim holds a juris doctorate degree from the University of Miami School of Law with an emphasis in securities regulation, finance, and taxation; and a bachelor of business administration in accounting from the University of Miami School of Business.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
==============================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
Enservco Corporation
(Exact name of registrant as specified in its charter)
Delaware 84-0811316
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
501 S. Cherry, Suite 320
Denver, CO 80246
(Address of principal executive offices)
2008 Equity Plan and 2010 Stock Incentive Plan
(full title of the plan)
Rick D. Kasch, Chief Financial Officer, President
Enservco Corporation
501 S. Cherry, Suite 320
Denver, CO 80246
(303) 333-3678
(Name, address and telephone number, including area code, of agent for service)
Copy to:
Theresa Mehringer, Esq.
Burns Figa & Will, P.C.
6400 S. Fiddlers Green Circle, Suite
1000
Greenwood Village, Colorado 80111
(303) 796-2626
______________________
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company:
Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting Company x
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered Amount to Be Registered (1) Proposed Maximum Offering Price Per Share (2) Proposed Maximum Aggregate Offering Price (2) Amount of Registration Fee (2)
Common Stock, $.005 par value per share, under the:
2008 Equity Plan 350,000 $ 1.25 $ 437,500 $ 59.68
2010 Stock Incentive Plan 4,773,794 1.25 5,967,243 813.93
Total 5,123,794 $ 1.25 $ 6,404,743 $ 873.61
(1) This Registration Statement covers shares of common stock, $0.005 par value per share, of Enservco Corporation (the “Common Stock”) issued or issuable pursuant to the 2008 Equity Plan and the 2010 Stock Incentive Plan (the “Plans”). In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement covers an indeterminable number of additional shares of Common Stock as may hereafter be offered or issued pursuant to the Plans, as necessary to adjust the number of shares reserved for issuance pursuant to the Plans as the result of any future stock split, stock dividend or similar adjustment of the outstanding common stock.
(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as amended (the "Securities Act"). The calculation of the registration fee is based upon the average of the high and low prices of Enservco Corporation common stock on April 22, 2013, as reported for such date by OTCQB.
=======================================================
ENSERVCO Reports Record Financial Results for Fourth Quarter and Full Fiscal Year*; Revenue Growth Accelerates Sharply in 2013 First Quarter
Marketwire - Mar 28 09:00 EDT
Alert hits:/en
Company Symbols: NASDAQ-OTCBB:ENSV
DENVER, CO -- (Marketwire) -- 03/28/13 -- ENSERVCO Corporation (OTCQB: ENSV)
Selected Highlights:
Q4 revenue a record $11.3 million, up 79% from Q4 2011
Q4 income from continuing operations increases by $1.5 million to $742,000 from Q4 2011
Q4 adjusted EBITDA** increases to $2.8 million from $494,000 in Q4 2011
First full fiscal year of profitability as public company
Q1 2013 revenue projected at $18 million to $20 million versus $9.5 million in Q1 2012
ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today reported record earnings and revenue for the fourth quarter and full fiscal year ended December 30, 2012.
Fourth quarter revenue increased 79% to a record $11.3 million from $6.3 million in last year's fourth quarter. The increase was attributable to a strong improvement in revenue from well enhancement services (frac heating, hot oiling, acidizing and pressure testing), which advanced 132% to $8.7 million from $3.8 million in last year's fourth quarter. Revenue from fluid management services (water hauling/disposal and frac tank rentals) for the quarter was flat versus last year's fourth quarter at $2.4 million.
Fourth quarter gross profit increased to 33% from 23% in the 2011 fourth quarter. Operating income was $2.2 million dollars, a $3.0 million positive swing when compared with a loss from operations of $805,000 in the fourth quarter of 2011. Income from continuing operations was $742,000, or $0.03 per diluted share, an improvement of $1.5 million versus a loss of $745,000, or $0.03 per diluted share, in the comparable prior-year quarter. Adjusted EBITDA** was $2.8 million, up from $494,000 in the 2011 fourth quarter.
"The results of our expansion strategy are clearly evident in our fourth quarter financial performance," said Rick Kasch, president and CFO. "Our new service territories, broader customer base and expanded equipment fleet, combined with normal winter weather, drove a strong improvement in our revenue and earnings performance.
"Thus far in 2013, we have seen our growth accelerate, as a normal winter pattern continues and we add new equipment to begin servicing the Utica Shale region. These developments, coupled with strong demand from existing customers, are expected to result in first quarter revenue in a range of $18 million to $20 million, up from the $9.5 million reported in the 2012 first quarter."
"Our focus during 2013 will be on continued geographic expansion, particularly within oil-focused regions. We also will work to expand the range of services we are providing to several large new customers that have come to us for frac water heating. Ongoing well maintenance services generate approximately 60% of our revenue, and are vital to the optimal performance of a producing well. As customers bring new wells online, we believe they will be ideal candidates for our well maintenance services such as acidizing, hot oiling, pressure testing and water hauling.
"Customer demand during the first quarter continues to outpace our service capacity, so we plan to invest in additional equipment during the balance of the year. We will provide more detail on our CapEx budget and expansion plans sometime during the second quarter. Given current demand and a range of new business opportunities, we are very optimistic that 2013 will be another year of strong financial growth."
Full-Year Results
For the full fiscal year, which included a restrained first quarter due to exceptionally warm weather, revenue was a record $31.5 million, up 32% from $23.9 million in 2011. Gross profit, which was negatively impacted by warm weather and idled service crews during portions of the first quarter, improved to 26% from 25% in the prior year. Operating income was $1.7 million versus a loss from operations of $1.6 million in 2011. In what was the Company's first full year of profitability since becoming public, income from continuing operations was $401,000, or $0.02 per diluted share, versus a loss in 2011 of $1.6 million, or $0.07 per diluted share. Adjusted EBITDA** was $4.9 million, up 55% from $3.2 million in 2011.
*All revenue and earnings results discussed herein exclude discontinued operations, which were relatively insignificant.
Conference Call
Management will hold a conference call to discuss these results today at 1 p.m. Eastern (11 a.m. Mountain). The call will be accessible by dialing 877-407-8033 (201-689-8033 for international callers). No passcode is necessary. A telephonic replay will be available through April 29, 2013, by calling 877-660-6853 (201-612-7415 for international callers) and entering the Conference ID #411506.
Investors also can listen to the call via the Internet by accessing the ENSERVCO website, located at www.enservco.com, and linking to the "Investors" page. Participants should access the site at least 15 minutes early to register and download any necessary audio software. A replay of the webcast will be available for 90 days.
About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.
**Note on non-GAAP Financial Measures
This press release and the accompanying tables include a discussion of EBITDA and Adjusted EBITDA, which are non-GAAP financial measures provided as a complement to the results provided in accordance with generally accepted accounting principles ("GAAP"). The term "EBITDA" refers to a financial measure that we define as earnings plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing ENSERVCO's operating performance (as further described in the attached financial schedules). None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. We have reconciled Adjusted EBITDA to GAAP net income in the Consolidated Statements of Operations table at the end of this release.
We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.
Cautionary Note Regarding Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in a Form 10-K filed on March 28, 2013. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
ENSERVCO Corporation
Consolidated Statements of Operations
For the Three Months Ended December 31,
2012 2011
------------------ ------------------
Statement of Operations
Revenues $ 11,254,266 $ 6,302,063
Cost of Revenue 7,548,905 4,865,243
------------------ ------------------
Gross Profit 3,705,361 1,436,820
------------------ ------------------
33% 23%
Operating Expenses
General and administrative
expenses 975,443 1,065,060
Depreciation and amortization 544,273 1,176,344
------------------ ------------------
Total operating expenses 1,519,716 2,241,404
------------------ ------------------
Income (Loss) from Operations 2,185,645 (804,584)
------------------ ------------------
Other Income (Expense)
Interest expense (264,039) (191,991)
Loss on disposals of equipment (259,150) (74,737)
Gain on sale of investments - -
Other (29,552) (11,329)
------------------ ------------------
Total other expense (552,741) (278,057)
------------------ ------------------
Income (Loss) From Continuing
Operations Before Tax (Expense)
Benefit 1,632,904 (1,082,641)
Income Tax (Expense) Benefit (890,632) 337,776
------------------ ------------------
Income (Loss) From Continuing
Operations $ 742,272 $ (744,865)
------------------ ------------------
Discontinued Operations
Loss from discontinued operations (316,921) (207,789)
Income tax benefit 123,599 81,038
------------------ ------------------
Loss on discontinued operations,
net of tax (193,322) (126,751)
------------------ ------------------
Net Income (Loss) 548,950 (871,616)
================== ==================
Earnings (Loss) per Common Share -
Basic
Income from continuing operations $ 0.03 $ (0.03)
Discontinued operations $ (0.01) $ (0.01)
------------------ ------------------
Net Income (Loss) $ 0.02 $ (0.04)
Earnings (Loss) per Common Share -
Diluted
Income from continuing operations $ 0.03 $ (0.03)
Discontinued operations $ (0.01) $ (0.01)
------------------ ------------------
Net Income (Loss) $ 0.02 $ (0.04)
Basic weighted average number of
common shares outstanding 28,184,999 21,778,866
Add: Dilutive shares assuming
exercise of options and warrants 194,991 -
------------------ ------------------
Diluted weighted average number of
common shares outstanding 24,316,869 21,778,866
EBITDA From Continuing Operations:
Income (Loss) From Continuing
Operations 742,272 (744,865)
Add (Deduct):
Interest expense 264,039 191,991
Income tax expense (benefit) 890,632 (337,776)
Depreciation and amortization 544,273 1,176,344
------------------ ------------------
EBITDA From Continuing Operations 2,441,216 285,694
Add (Deduct):
Stock-based compensation 30,903 122,414
Warrants issued - -
Loss on disposal of equipment 259,150 74,737
Gain on sale of investments - -
Other (income) expense 29,552 11,329
------------------ ------------------
Adjusted EBITDA From Continuing
Operations 2,760,821 494,174
================== ==================
EBITDA* From Discontinued
Operations:
Loss From Discontinued Operations (193,322) (126,751)
Add (Deduct):
Interest expense 171 1,035
Income tax benefit (123,599) (81,038)
Depreciation and amortization 17,714 113,233
------------------ ------------------
EBITDA* From Discontinued Operations (299,036) (93,521)
Add (Deduct):
Stock-based compensation - -
Warrants issued - -
Loss on disposal of equipment - -
Gain on sale of investments - -
Other (income) expense - -
------------------ ------------------
Adjusted EBITDA* From Discontinued
Operations (299,036) (93,521)
================== ==================
ENSERVCO Corporation
Consolidated Statements of Operations
and Comprehensive Loss
For the Years Ended December 31,
2012 2011
----------------- -----------------
Revenues $ 31,497,787 $ 23,904,384
Cost of Revenue 23,286,561 17,828,834
----------------- -----------------
Gross Profit 8,211,226 6,075,550
----------------- -----------------
Operating Expenses
General and administrative expenses 3,550,438 3,515,213
Depreciation and amortization 2,960,153 4,188,052
----------------- -----------------
Total operating expenses 6,510,591 7,703,265
----------------- -----------------
Income (Loss) from Operations 1,700,635 (1,627,715)
----------------- -----------------
Other Income (Expense)
Interest expense (902,152) (699,230)
Loss on disposals of equipment (5,739) (119,023)
Gain on sale of investments 24,653 -
Other 10,870 (49,765)
----------------- -----------------
Total other expense (872,368) (868,018)
----------------- -----------------
Income (Loss) From Continuing
Operations Before Tax (Expense)
Benefit 828,267 (2,495,733)
Income Tax (Expense) Benefit (426,779) 897,923
----------------- -----------------
Income (Loss) From Continuing
Operations $ 401,488 $ (1,597,810)
----------------- -----------------
Discontinued Operations
Loss from discontinued operations (797,636) (605,650)
Income tax benefit 311,078 236,204
----------------- -----------------
Loss on discontinued operations, net
of tax (486,558) (369,446)
----------------- -----------------
Net Loss $ (85,070) $ (1,967,256)
================= =================
Other Comprehensive (Loss) Gain
Unrealized (gain on available-for-
sale securities, net of tax 17,506 (133,665)
Unrealized loss on interest rate
swap, net of tax (4,805) -
Reclassification into earnings, net
of tax (40,579) -
----------------- -----------------
Total other comprehensive loss (27,878) (133,665)
Comprehensive Loss $ (112,948) $ (2,100,921)
================= =================
Earnings (Loss) per Common Share -
Basic
Income from continuing operations $ 0.02 $ (0.07)
Discontinued operations $ (0.02) $ (0.02)
----------------- -----------------
Net Loss $ - $ (0.09)
Earnings (Loss) per Common Share -
Diluted
Income from continuing operations $ 0.02 $ (0.07)
Discontinued operations $ (0.02) $ (0.02)
----------------- -----------------
Net Loss $ - $ (0.09)
Basic weighted average number of
common shares outstanding 23,389,151 21,778,866
Add: Dilutive shares assuming
exercise of options and warrants 927,718 -
----------------- -----------------
Diluted weighted average number of
common shares outstanding 24,316,869 21,778,866
EBITDA From Continuing Operations:
Income (Loss) From Continuing
Operations $ 401,488 $ (1,597,810)
Add (Deduct):
Interest expense 902,152 699,230
Income tax expense (benefit) 426,779 (897,923)
Depreciation and amortization 2,960,153 4,188,052
----------------- -----------------
EBITDA From Continuing Operations $ 4,690,572 $ 2,391,549
Add (Deduct):
Stock-based compensation 279,362 576,498
Warrants issued - 46,353
Loss on disposal of equipment 5,739 119,023
Gain on sale of investments (24,653) -
Other (income) expense (10,870) 49,765
----------------- -----------------
Adjusted EBITDA From Continuing
Operations $ 4,940,150 $ 3,183,188
================= =================
EBITDA* From Discontinued Operations:
Loss From Discontinued Operations $ (486,558) $ (369,446)
Add (Deduct):
Interest expense 1,770 7,714
Income tax benefit (311,078) (236,204)
Depreciation and amortization 128,935 511,588
----------------- -----------------
EBITDA* From Discontinued Operations $ (666,931) $ (86,348)
Add (Deduct):
Stock-based compensation - -
Warrants issued - -
Loss on disposal of equipment - -
Gain on sale of investments - -
Other (income) expense - -
----------------- -----------------
Adjusted EBITDA* From Discontinued
Operations $ (666,931) $ (86,348)
================= =================
ENSERVCO Corporation Consolidated Balance Sheets
December 31, December 31,
-------------- --------------
2012 2011
-------------- --------------
ASSETS
Current Assets
Cash and cash equivalents $ 533,627 $ 417,005
Accounts receivable, net 7,791,342 4,505,254
Marketable securities - 150,793
Prepaid expenses and other current assets 802,020 593,291
Inventories 273,103 549,432
Deferred tax asset 153,466 187,170
-------------- --------------
Total current assets 9,553,558 6,402,945
Property and Equipment, net 15,020,890 14,759,039
Fixed Assets Held for Sale, net 304,429 412,831
Non-Competition Agreements, net 30,000 180,000
Goodwill 301,087 301,087
Long-term portion of interest rate swap 16,171 -
Other Assets 630,891 64,770
-------------- --------------
TOTAL ASSETS $ 25,857,026 $ 22,120,672
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities $ 3,585,785 $ 2,954,687
Line of credit borrowings 2,151,052 2,263,227
Current portion of long-term debt 2,236,343 3,867,658
Current portion of interest rate swap 24,048 -
-------------- --------------
Total current liabilities 7,997,228 9,085,572
-------------- --------------
Long-Term Liabilities
Deferred rent payable 20,860 22,044
Subordinated debt - related party - 1,477,760
Long-term debt, less current portion 10,570,928 8,020,435
Deferred income taxes, net 451,662 387,487
-------------- --------------
Total long-term liabilities 11,043,450 9,907,726
-------------- --------------
Total liabilities 19,040,678 18,993,298
-------------- --------------
Commitments and Contingencies
Stockholders' Equity
Common and preferred stock. $.005 par
value
Authorized: 100,000,000 common shares
and 10,000,000 preferred shares
Issued: 31,928,894 common shares and -0-
preferred shares
Treasury Stock: 103,600 common shares
Issued and outstanding: 31,825,294 and
21,778,866 common shares, and -0-
preferredshares each, at December 31,
2012 and December 31, 2011,
respectively
159,127 108,894
Additional paid-in-capital 9,864,363 6,112,674
Accumulated deficit (3,202,337) (3,117,267)
Accumulated other comprehensive income (4,805) 23,073
-------------- --------------
Total stockholders' equity 6,816,348 3,127,374
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 25,857,026 $ 22,120,672
============== ==============
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
===================================================
ENSERVCO Forecasts Swing to Full-Year 2012 Profitability on Strength of Record Fourth Quarter Earnings From Continuing Operations*; Fiscal 2013 Opens With Record Single-Month Revenue of $7.1 Million*
Marketwire - Feb 27 06:00 EDT
Alert hits:/en
Company Symbols: NASDAQ-OTCBB:ENSV
DENVER, CO -- (Marketwire) -- 02/27/13 -- ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today said it expects to report record earnings for the fourth quarter ended December 31, 2012. The results, which are expected to lead to ENSERVCO's first full year of profitability since the Company became public in 2010, come on the strength of previously announced preliminary and unaudited record revenue for both the fourth quarter and full fiscal year.
Record fourth quarter revenue of $11.3 million is expected to lead to fourth quarter operating income of $2.2 million, a positive swing of more than $3.0 million when compared with a loss from operations of $805,000 in the 2011 fourth quarter. Fourth quarter income after tax is expected to be $742,000, versus a loss of $745,000 in the comparable prior-year period. Fourth quarter adjusted EBITDA is expected to increase to $2.8 million from $494,000 in the same quarter a year ago.
For the full fiscal year, record revenue of $31.5 million is expected to lead to operating income of $1.7 million, a positive swing of $3.3 million versus an operating loss of $1.6 million in 2011. After tax income is expected to be $401,000 versus a loss of $1.6 million in the prior year. Full-year adjusted EBITDA is expected to be $4.9 million versus $3.2 million in 2011.
Rick Kasch, president and CFO, said, "Our profit performance during the fourth quarter illustrates the positive impact of our increased heating capacity, recent geographic expansion, and the strong demand we are experiencing in all of our service territories."
Kasch added, "We are off to a very strong start to 2013, as revenue in January was an all-time monthly high of $7.1 million. By comparison, our prior single-month revenue record was $3.8 million, which was achieved in both November and December of 2012. Several of our customers have announced large CapEx budgets for 2013, and they also have indicated a significant amount will be spent on drilling programs in our service territories. We are optimistic that 2013 will be a very strong year for the Company."
These preliminary earnings results are being provided in advance of two investor conferences at which ENSERVCO management will present in the coming days. Tomorrow, ENSERVCO will participate in the Accredited Members Small Cap/Microcap Investment Conference in Las Vegas. On March 12, the Company will participate in the SeeThruEquity Spring Microcap Investor Forum in New York City.
ENSERVCO expects to report audited full-year financial results during the second or third week of March.
*All revenue and earnings results discussed herein exclude discontinued operations (which were immaterial). For the 2012 fourth quarter, full fiscal year 2012 and first month 2013, results are preliminary and unaudited.
RECONCILIATIONS OF NON-GAAP FINANCIAL MEASUREMENTS TO MOST
DIRECTLY COMPARABLE GAAP FINANCIAL MEASUREMENTS
12 Months 12 Months 3 Months 3 Months
$ in millions Ended Ended Ended Ended
12/31/2012 12/31/2011 12/31/2012 12/31/2011
---------- ---------- ---------- ----------
Adjusted EBITDA (Continuing
Operations)
Income (Loss) After Tax $ 0.4 $ (1.6) $ 0.7 $ (0.7)
Add Back (Deduct):
Interest Expense 0.9 0.7 0.3 0.2
Provision for income taxes 0.4 (0.9) 0.9 (0.3)
Depreciation and
amortization 3.0 4.2 0.5 1.1
---------- ---------- ---------- ----------
EBITDA 4.7 2.4 2.4 0.3
Add Back (Deduct):
Stock-based compensation 0.3 0.6 0.0 0.1
Loss on disposal of
equipment 0.0 0.1 0.3 0.1
Other (0.1) 0.1 0.1 0.0
---------- ---------- ---------- ----------
Adjusted EBITDA (Continuing
Operations) $ 4.9 $ 3.2 $ 2.8 $ 0.5
========== ========== ========== ==========
Note on non-GAAP Financial Measures
This press release and the accompanying tables include a discussion of EBITDA and Adjusted EBITDA, which are non-GAAP financial measures provided as a complement to the results provided in accordance with generally accepted accounting principles ("GAAP"). The term "EBITDA" refers to a financial measure that we define as earnings plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing ENSERVCO's operating performance (as further described in the attached financial schedules). None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. We have reconciled Adjusted EBITDA to GAAP net income in the Consolidated Statements of Operations table at the end of this release.
We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.
Forward-Looking Statements
This news release contains information that is "forward-looking" in that it describes events and conditions ENSERVCO reasonably expects to occur in the future. This forward-looking information includes statements relating to our preliminary, unaudited results for the fourth quarter and full fiscal year ended December 31, 2012. Expectations for the future performance of ENSERVCO are dependent upon a number of factors, and there can be no assurance that ENSERVCO will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond ENSERVCO's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in ENSERVCO's Form 10-K filed on March 30, 2012, in its reports subsequently filed with the Securities and Exchange Commission, all of which are available at www.enservco.com, and in addition to the other risks and caveats included in this press release. It is important that each person reviewing this release understand the significant risks attendant to the operations of ENSERVCO. ENSERVCO disclaims any obligation to update any forward-looking statement made herein.
Contacts:
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: Email Contact
Web: www.pfeifferhigh.com
MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: Email Contact
Web: www.mzgroup.com
Source: ENSERVCO
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