Back to GetFilings.com
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
COMMISSION FILE NUMBER 0-23383
OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in our charter)
LOUISIANA 72-1395273
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4500 NE EVANGELINE THWY
CARENCRO, LOUISIANA 70520
(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:
(337) 896-6664
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $0.01 PAR VALUE PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [X]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at June 30, 2004 was $55,690,597.
The number of shares of the Registrant's common stock, $0.01 par value per
share, outstanding at March 28, 2005 was 11,679,565.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for our 2005 annual meeting of
stockholders have been incorporated by reference into Part III of this Form
10-K.
OMNI ENERGY SERVICES CORP.
ANNUAL REPORT ON FORM 10-K FOR
THE YEAR ENDED DECEMBER 31, 2004
TABLE OF CONTENTS
PAGE
----
PART I
Items 1 and 2. Business and Properties............................................................................ 3
Item 3. Legal Proceedings.................................................................................. 18
Item 4. Submission of Matters To a Vote of Security Holders................................................ 19
PART II
Item 5. Market for Registrant's Common Stock, Related Stockholder Matters and Issuer Purchases of Equity
Securities......................................................................................... 20
Item 6. Selected Financial Data............................................................................ 21
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.............. 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk......................................... 32
Item 8. Financial Statements and Supplementary Data........................................................ 33
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure............... 66
Item 9A. Controls and Procedures............................................................................ 67
Item 9B. Other.............................................................................................. 67
PART III
Item 10. Directors and Executive Officers of the Registrant................................................. 67
Item 11. Executive Compensation............................................................................. 67
Item 12. Security Ownership of Certain Beneficial Owners and Management..................................... 67
Item 13. Certain Relationships and Related Transactions..................................................... 67
Item 14. Principal Accountant Fees and Services............................................................. 68
PART IV
Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.................................... 68
SIGNATURES........................................................................................................ 69
EXHIBIT INDEX..................................................................................................... 70
-2-
OMNI ENERGY SERVICES CORP.
Unless otherwise indicated by the context, references herein to the
"Company", "Omni", "we", "our" or "us" mean Omni Energy Services Corp., a
Louisiana corporation, and its subsidiaries. Certain terms used herein relating
to our operations and the oil and natural gas services industry are defined in
ITEMS 1 AND 2. "BUSINESS AND PROPERTIES."
FORWARD LOOKING INFORMATION
Certain of the statements contained in all parts of this document
(including the portion, if any, to which this Form 10-K is attached), including,
but not limited to, those relating to our acquisition plans, the effect of
changes in strategy and business discipline, future tax matters, future general
and administrative expenses, future growth and expansion, expansion of our
operations, review of acquisitions, expansion and improvement of our
capabilities, integration of new technology into operations, credit facilities,
redetermination of our borrowing base, attraction of new members to the
management team, future compensation programs, new alliances, future capital
expenditures (or funding thereof) and working capital, sufficiency of future
working capital, borrowings and capital resources and liquidity, projected rates
of return, retained earnings and dividend policies, projected cash flows from
operations, future, outcome, effects or timing of any legal proceedings or
contingencies, the impact of any change in accounting policies on our financial
statements, realization of post-closing price adjustments with respect to the
Trussco acquisition, management's assessment of internal control over financial
reporting, the identification of material weaknesses in internal control over
financial reporting and any other statements regarding future operations,
financial results, opportunities, growth, business plans and strategy and other
statements that are not historical facts are forward looking statements. These
forward-looking statements reflect our current view of future events and
financial performance. When used in this document, the words "budgeted,"
"anticipate," "estimate," "expect," "may," "project," "believe," "intend,"
"plan," "potential," "forecast," "might," "predict," "should" and similar
expressions are intended to be among the statements that identify
forward-looking statements. These forward-looking statements speak only as of
their dates and should not be unduly relied upon. We undertake no obligation to
publicly update or revise any forward-looking statement, whether as a result of
new information, future events, or otherwise. Such statements involve risks and
uncertainties, including, but not limited to, those set forth under ITEMS 1 AND
2. "BUSINESS AND PROPERTIES - RISK FACTORS" and other factors detailed in this
document and our other filings with the Securities and Exchange Commission.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual outcomes may vary materially from
those indicated. All subsequent written and oral forward-looking statements
attributable to the Company or to persons acting on its behalf are expressly
qualified in their entirety by reference to these risks and uncertainties.
PART I
ITEMS 1 AND 2. BUSINESS AND PROPERTIES
GENERAL
OMNI Energy Services Corp. is an integrated oilfield service company
specializing in providing a range of (i) onshore seismic drilling, operational
support, permitting, survey and helicopter support services to geophysical
companies operating in logistically difficult and environmentally sensitive
terrain; (ii) helicopter transportation services to oil and gas companies
operating primarily in the shallow waters of the Gulf of Mexico; and (iii)
dock-side and offshore non-hazardous, hazardous oilfield waste management and
environmental cleaning services, including tank and vessel cleaning and safe
vessel entry, for oil and gas companies operating in the Gulf of Mexico. We
operate in three business divisions - Seismic Drilling, Aviation Transportation
Services and Environmental Services.
SEISMIC DRILLING. The principal market of our Seismic Drilling division is
the marsh, swamp, shallow water and contiguous dry land areas along the Gulf
Coast (the "Transition Zone"), primarily in Louisiana and Texas, where we are a
leading provider of seismic drilling support services. In 1997, we commenced
operations in the mountainous regions of the western United States, and in 2003
we initiated seismic drilling activities in various Transition Zone regions of
Mexico.
We own and operate a fleet of specialized seismic drilling and transportation
equipment for use in the Transition Zone. We believe we are the only company
that currently can both provide an integrated range of seismic drilling,
permitting, survey and helicopter support services in all of the varied terrain
of the Transition Zone and simultaneously support operations for multiple,
large-scale seismic projects. In 2002, we acquired all of the assets of AirJac
Drilling, a division of Veritas Land DGC. With this acquisition, we became the
largest domestic provider of seismic drilling support services to geophysical
companies.
AVIATION TRANSPORTATION. We operate a fleet of 20 company-owned and leased
helicopters, and one fixed-wing aircraft, from bases or heliports located in the
Gulf Coast regions of Louisiana. Our land-based aviation customers are primarily
geophysical companies operating in various regions of the United States. Our
offshore aviation customers include oil and gas companies operating primarily in
the shallow waters of the Gulf of Mexico. We also maintain an inventory of
aviation maintenance parts, turbine engines and other miscellaneous flight
-3-
equipment used in connection with providing aviation services to our customers.
In 2003, we acquired American Helicopters, Inc. ("AHI") establishing us as a
provider of key helicopter transportation services in the Gulf of Mexico.
ENVIRONMENTAL SERVICES. We provide dock-side and offshore non-hazardous
oilfield waste management and environmental cleaning services, including
drilling rig, tank and vessel cleaning, safe vessel entry, naturally occurring
radioactive material ("NORM") decontamination, platform abandonment services,
pipeline flushing, gas dehydration, and hydro blasting. Demand for our dock-side
vessel and tank cleaning and non-hazardous waste treatment businesses are
primarily driven by drilling and well-site abandonment activity in the shallow
waters of the Gulf of Mexico, as reflected by the drilling rig count. Much of
the cleaning and waste treatment is from residual waste created in the drilling
process.
We were founded in 1987, as OMNI Drilling Corporation, to provide drilling
services to the geophysical industry. In July 1996, OMNI Geophysical, L.L.C.
acquired substantially all of the assets of OMNI Geophysical Corporation, the
successor to the business of OMNI Drilling Corporation. OMNI Energy Services
Corp. ("OMNI") was formed as a Louisiana corporation on September 11, 1997 to
acquire all of the outstanding common units of OMNI Geophysical, L.L.C.
INDUSTRY OVERVIEW
SEISMIC DRILLING. Seismic data generally consists of computer-generated
three-dimensional ("3-D") images or two-dimensional ("2-D") cross sections of
subsurface geologic formations and is used in the exploration of new hydrocarbon
reserves and as a tool for enhancing production from existing reservoirs.
Onshore seismic data is acquired by recording subsurface seismic waves produced
by an energy source, usually dynamite, at various points ("source points") at a
project site. Historically, 2-D surveys were the primary technique used to
acquire seismic data. However, advances in computer technology have made 3-D
seismic data, which provides a more comprehensive geophysical image, a practical
and capable oil and gas exploration and development tool. 3-D seismic data has
proven to be more accurate and effective than 2-D data at identifying potential
hydrocarbon-bearing geological formations. The use of 3-D seismic data to
identify locations to drill both exploration and development wells has improved
the economics of finding and producing oil and gas reserves, which in turn has
created increased demand for 3-D seismic surveys and seismic support services.
Oil and gas companies generally contract with independent geophysical
companies to acquire seismic data. Once an area is chosen for seismic analysis,
permits and landowner consents are obtained, either by us, by the geophysical
company or by special permitting agents. The geophysical company then determines
the layout of the source and receiving points. For 2-D data, the typical
configuration of source and receiving points is a straight line with a source
point and small groups of specialized sensors ("geophones") or geophone stations
placed evenly every few hundred feet along the line. For 3-D data, the
configuration is generally a grid of perpendicular lines spaced a few hundred to
a few thousand feet apart, with geophone stations spaced evenly every few
hundred feet along one set of parallel lines, and source points spaced evenly
every few hundred feet along the perpendicular lines. This configuration is
designed by the geophysical company to provide the best imaging of the targeted
geological structures while taking into account surface obstructions such as
water wells, oil and gas wells, pipelines and areas where landowner consents
cannot be obtained. A survey team then marks the source points and geophone
locations, and the source points are drilled and loaded with dynamite.
After the source points have been drilled and loaded and the network of
geophones and field recording boxes deployed over a portion of the project area,
the dynamite is detonated at a source point. Seismic waves generated by the
blast move through the geological formations under the project area and are
reflected by various subsurface strata back to the surface where they are
detected by geophones. The signals from the geophones are collected and
digitized by recording boxes and transmitted to a central recording system. In
the case of 2-D data, the geophones and recording devices from one end of the
line are then shuttled, or "rolled forward," to the other end of the line and
the process is repeated. In the case of 3-D data, numerous source points,
typically located between the first two lines of a set of three or four parallel
lines of geophone stations, are activated in sequence. The geophone stations and
recording boxes from the first of those lines are then rolled forward to form
the next line of geophone stations. The process is repeated, moving a few
hundred feet at a time, until the entire area to be analyzed has been covered.
After the raw seismic data has been acquired, it is sent to a data processing
facility. The processed data can then be manipulated and viewed on computer
workstations by geoscientists to map the subsurface structures to identify
formations where hydrocarbons are likely to have accumulated and to monitor the
movement of hydrocarbons in known reservoirs. Domestically, seismic drilling and
survey services are typically contracted to companies, such as OMNI, as
geophysical companies have found it more economical to outsource these services
and focus their efforts and capital on the acquisition and interpretation of
seismic data.
AVIATION TRANSPORTATION. We provide equipment and personnel transportation
services to (i) geophysical companies working in various regions of the United
States and (ii) oil and gas companies operating principally in the shallow
waters of the Gulf of Mexico. Our aviation revenues are dependent upon the
demand for our services, which is impacted by the pricing and terms of our
contracts. Demand for helicopter services is measured in flight hours flown. The
level of demand for helicopter services is also dependent upon domestic
geophysical activity, oil and gas exploration and development and production
activities. Customer budgets for these activities are influenced by actual and
anticipated commodity prices for oil and gas.
-4-
Helicopter contracts are for varying periods (generally one year) and permit
the customer to cancel the charter before the end of the contract term for a
variety of reasons, including safety violations and non-performance. At the
expiration of the contract, customers typically negotiate renewal terms for the
next contract period. Sometimes customers solicit new bids at the expiration of
a contract. Contracts are generally awarded based on a number of factors,
including price, quality of service, equipment availability and record of
safety. An incumbent operator has a competitive advantage in the bidding process
based on its relationship with the customer, its knowledge of the site
characteristics and its understanding of the cost structure for the operations.
ENVIRONMENTAL SERVICES. We provide specialized environmental cleaning and
maintenance equipment and trained personnel to oil and gas companies operating
in the Gulf Coast region of the United States. We also assist production
operators in the maintenance and replacement of anodes, mist extractors, valves,
glycol systems, chemical electric units and fire tubes. Our customer list
includes more than 225 major and independent oil and gas companies operating in
the Gulf of Mexico, but no single customer accounts for more than 10% of this
business unit's revenues. The demand for our environmental services is directly
impacted by offshore drilling and production activity in the Gulf of Mexico. Our
dock side services are dependent upon the movement of vessels from offshore
production platforms or drilling rigs which operate twenty-four hours a day,
seven days a week, 365 days a year.
We charge for our environmental services on a time and materials basis. Our
ability to successfully secure and maintain future environmental services for
our customers is dependent upon our ability to provide quick, safe and efficient
maintenance and cleaning services at a competitive price. Project backlogs are
maintained for NORM decontamination, abandonment and decommissioning and
scheduled offshore maintenance.
DESCRIPTION OF OPERATIONS
We provide an integrated range of services including (i) onshore seismic
drilling, operational support, permitting, surveying and helicopter support to
geophysical companies operating in logistically difficult and environmentally
sensitive terrain in the United States, (ii) helicopter transportation services
to oil and gas companies operating primarily in the shallow waters of the Gulf
of Mexico and (iii) dock-side and offshore non-hazardous oilfield waste
management and environmental cleaning services, including tank and vessel
cleaning and safe vessel entry for oil and gas companies operating in the Gulf
of Mexico.
SEISMIC DRILLING. Our primary activity is the drilling and loading of source
points for seismic analysis. Once the geophysical company has plotted the
various source points and a survey crew has marked their locations, our drill
crews are deployed to drill and load the source points.
In the Transition Zone, we use water pressure rotary drills mounted on
various types of vehicles to drill the source holes. The nature, accessibility
and environmental sensitivity of the terrain surrounding the source point
determine the type of vehicle used. Transition Zone source holes are generally
drilled to depths of 40 to 180 feet, depending on the nature of the terrain and
the needs of the geophysical company, using ten-foot sections of drill pipe,
which are carried with the drilling unit. Our Transition Zone vehicles are
typically manned with a driver and one or two helpers. The driver is responsible
for maneuvering the vehicle into position and operating the drilling unit, while
the helper sets and guides the drill into position, attaches the drilling unit's
water source, if drilling in dry areas, and loads the drill pipe sections used
in the drilling process. Once the hole has been drilled to the desired depth, it
is loaded with dynamite, which is carried onboard our vehicles in special
containers. The explosive charge is set at the bottom of the drill hole and then
tested to ensure that the connection has remained intact. Once the charge has
been tested, the hole is plugged in accordance with local, state and federal
regulations and marked so that the geophysical company can identify it for
detonation at a later date. This process is repeated throughout the survey area
until all source points have been drilled and loaded.
In seismic rock drilling, we use compressed air rotary/hammer drills to drill
holes that are typically shallower than Transition Zone holes. Rock drills are
manned by a two-man or three-man crew and are transported to and from locations
by hand, surface vehicle or helicopter. Once the hole has been drilled to the
desired depth, it is loaded with explosives, which are delivered to the job site
in an explosive magazine carried by hand, vehicle or helicopter.
OPERATIONAL SUPPORT. We are able to coordinate a variety of related services
to customers performing 3-D seismic data acquisition projects that produce
significant economies of scale and value. Our substantial base of experience
gained from years of work supporting 3-D seismic projects enables us to provide
significant pre-job planning information to the customer during job design
analysis. Typical 3-D seismic data acquisition projects in the field involve
large amounts of equipment, personnel and logistics coordination. Coordination
of movements between permitting, drilling, survey and recording crews is of
critical importance to timely, safe and cost effective execution of the job. We
have a pool of senior field supervisors, who have broad seismic industry
experience and are able to coordinate the activities of drill crews, permit
agents and survey teams with the recording crews to achieve improved results.
These personnel also have the ability to recommend changes to the customer field
representatives in the manner of executing the job in the field to improve
performance and reduce costs. By having the ability to perform significant field
coordination, we are able to streamline field decision making and information
flow and reduce customer overhead costs that otherwise would be required to
perform these supervisory tasks. We also have one of the industry's leading
Health, Safety and Environmental ("HSE") programs. The involvement of our
experienced personnel monitoring HSE field practices greatly reduces customer
involvement in this area. By offering the only integrated combination of seismic
drilling, permit acquisition, seismic survey and operational support, in
addition to
-5-
an equipment fleet that is one of the largest in terms of number of units and
most diverse in the industry, we provide significant operational advantages to
the customer.
PERMITTING. We maintain a "Geophysical Permit Acquisition Division." Our
staff of contract permit agents first conducts research in public land title
records to determine ownership of the lands located in the seismic projects. The
permit agents then contact, negotiate and acquire permits and landowner consents
for the survey, drilling and recording crews to conduct their operations.
Throughout the seismic data acquisition process, the permit agents assist the
crews in the field with landowner relations and permit restrictions in order to
reduce field-crew downtime for noncompliance with landowner requests. Our permit
services are enhanced with the assistance of a proprietary database software
program specifically designed for efficient management of seismic projects.
SURVEY. Once all permits and landowner consents for a seismic project have
been obtained and the geophysical company has determined the placement of source
and receiving points, contract survey crews are sent into the field to plot each
source and receiving point prior to drilling. We employ both GPS (global
positioning satellite) equipment, which is more efficient for surveying in open
areas, and conventional survey equipment, which is generally used to survey
wooded areas. We have successfully integrated both types of equipment in order
to complete projects throughout the varied terrain of the Transition Zone and
elsewhere. In addition, the contract survey crews have access to our extensive
fleet of specialized transportation equipment, as opposed to most other survey
companies, which must rent this equipment.
HELICOPTER SUPPORT. Working in concert with our Aviation Services division,
we provide helicopter support throughout the continental United States to
geophysical companies and certain federal and state governmental agencies when
needed. We use long-line helicopters to shuttle geophones and recorders used to
collect seismic data between receiving points. Once seismic data has been
acquired from a portion of the project site, the geophones and recorders must be
moved into position to collect data from the next area to be analyzed. By using
helicopters, we are able to reduce delays in completing stages of a seismic
project by transporting the geophones and recording boxes to the next receiving
points in the survey area in an efficient manner, and with minimal environmental
impact. Our helicopters are also used to transport heli-portable drilling units
and their crews into remote, or otherwise inaccessible terrain, in an efficient
and environmentally sensitive manner.
FABRICATION AND MAINTENANCE. At our Carencro facilities, we perform all
routine repairs and maintenance for our Transition Zone and highland drilling
equipment. We design and fabricate aluminum marsh all terrain vehicles (ATV's),
a number of our support boats and pontoon boats, and the drilling units we use
on all of our Transition Zone equipment. We purchase airboats directly from the
manufacturer and then modify the airboats to install the drilling equipment. We
have also designed and built a limited number of highland drilling units by
installing our drilling equipment on tractors bought directly from the
manufacturer. We also fabricate rock-drilling equipment and have the capability
of fabricating other key equipment, such as swamp ATV's. Because of our ability
to fabricate and maintain much of our equipment, we do not believe that we are
dependent on any one supplier for our drilling equipment or parts.
AVIATION TRANSPORTATION. Currently, we operate 20 helicopters and one
fixed-wing aircraft. Our offshore helicopters derive revenue from the transport
of our customers' workers and equipment to platforms, drilling rigs and other
offshore structures. Oil and gas exploration and production companies and other
offshore service companies use our aviation services primarily for routine
offshore transportation, to transport personnel during medical and safety
emergencies, and to evacuate personnel during the threat of hurricanes and other
adverse weather conditions. Most of our customers have entered into contracts
for transportation services for a term of one year or longer, although some do
hire us on an "ad hoc" or "spot" basis.
Many of our aircraft are available for hire by any customer, but nine are
currently dedicated to specific customers. We operate helicopters that have
flying ranges up to 150 miles from shore, but we maintain various offshore
re-fueling locations to increase the helicopters' range and the amount of time a
helicopter can operate offshore. Our pilots, several of whom are Airline
Transport Pilots, Certified Flight Instructors, Certified Flight & Instrument
Instructors and are all commercially licensed, have an average of approximately
11,000 flight hours. We perform all routine maintenance on our aircraft at each
of our land bases and at our primary repair and hangar facilities in Carencro,
Louisiana.
ENVIRONMENTAL SERVICES. We are an environmental and maintenance service
contractor working primarily for onshore and offshore oil and gas companies. Our
environmental services unit (Trussco, Inc.) provides equipment and personnel to
perform environmental cleaning services including drilling rig, tank and vessel
cleaning, NORM decontamination, platform abandonment services, pipeline
flushing, hydro blasting and gas dehydration services. We operate in the
onshore, dockside and offshore regions of the Gulf of Mexico where we are
considered to be the leading provider of such environmental services. Our
cleaning operations are performed at six locations along the Louisiana Gulf
Coast.
FACILITIES AND EQUIPMENT
FACILITIES. Our corporate headquarters is located on 34 acres of land
situated in Carencro, Louisiana. The building was constructed in 1998 and
provides approximately 20,000 square feet of office space. It is located
adjacent to our primary repair and
-6-
maintenance facilities. Our aviation and environmental units operate from land
and dock-side bases located along the Louisiana Gulf Coast.
SEISMIC DRILLING FACILITIES. Our primary fabrication and maintenance
facilities are situated in two buildings located adjacent to our corporate
headquarters. The buildings, also constructed in 1998, provide approximately
32,000 square feet of covered maintenance and fabrication space.
We leased an operations base in Loveland, Colorado to support our
rock-drilling operations until the lease expired in 2002, at which point we
decided to consolidate our equipment into our primary maintenance facility in
Carencro, Louisiana. We owned an office and warehouse facility in Santa Cruz,
Bolivia, but it was sold in 2003 in connection with the decision to discontinue
our operations in South America until market conditions for seismic drilling
improve in South America.
AVIATION TRANSPORTATION FACILITIES. Our regional hangar and repair facility
is located within our maintenance facility in Carencro, Louisiana. This facility
houses our aviation operational, executive and administrative offices and the
primary repair and maintenance facility.
In March 2004, we acquired approximately 13 acres of land and improvements
located in Intracoastal City, Louisiana. We plan to consolidate into
Intracoastal City, Louisiana, all of our primary aviation repair, maintenance,
administration and hangar facilities from their current location in Carencro,
Louisiana.
We also lease property for two additional bases to service the oil and gas
industry offshore of Louisiana and Texas. These bases, in which we have made
significant investments in leasehold improvements include: Grand Chenier and
Fourchon, Louisiana.
At the customer's request, we also operate from offshore platforms that are
provided, without charge, by the owners of the platforms. In certain instances,
we are required to indemnify the owners of these platforms against loss in
connection with our use thereof.
ENVIRONMENTAL SERVICES FACILITIES. The primary executive offices for our
Environmental Services Unit are located in the Carencro, Louisiana facility. Our
primary operations and offshore cleaning support facility is located in
Abbeville, Louisiana. We maintain six leased facilities along the Louisiana Gulf
Coast to support our cleaning and maintenance operations. These locations
include Cameron, Intracoastal City, Morgan City, Fourchon and Venice, Louisiana.
Fourchon is Louisiana's largest and busiest deep water port. Our NORM
decontamination site is located in a separate facility also in Intracoastal
City, Louisiana.
TRANSITION ZONE TRANSPORTATION AND DRILLING EQUIPMENT. Because of the varied
terrain throughout the Transition Zone and the prevalence of environmentally
sensitive areas, we employ a wide variety of drilling vehicles. We believe that
we are the only company currently operating in the Transition Zone that owns and
operates all of the following types of equipment:
NUMBER OF UNITS AS
TYPES OF EQUIPMENT OF DECEMBER 31, 2004
- ---------------------------------- --------------------
Highland Drilling Units (1)....... 75
Water Buggies..................... 60
Aluminum Marsh ATV's.............. 23
Stainless Steel Marsh ATV's (2)... 8
Airboat-Drilling Units............ 40
Swamp ATV's....................... 30
Pullboats......................... 21
Pontoon Boats..................... 15
Jack-Up Rigs...................... 1
Skid-Mounted Drilling Units(3).... 20
Heli-portable and Seismic
Rock Drilling Equipment......... 20
- ------------
(1) Sixteen of these drilling units are currently dedicated to seismic rock
drilling operations outside of the Transition Zone.
(2) This equipment is currently held for sale (see Note 1 "Property, Plant and
Equipment" to the Consolidated Financial Statements).
(3) One of these drilling units is currently located outside of the Transition
Zone.
Because of our extensive fleet of Transition Zone transportation and seismic
drilling equipment, much of which we fabricated, we believe that we are the only
company that currently can provide an integrated range of seismic drilling and
survey services in all of the varied terrain of the Transition Zone and
simultaneously support operations for multiple, large-scale seismic projects.
-7-
HIGHLAND DRILLING UNITS AND WATER BUGGIES. We currently own and operate 75
highland drilling units for seismic drilling in dry land areas, 16 of which are
currently dedicated to our seismic rock drilling operations outside of the
Transition Zone. These units generally consist of a tractor-like vehicle with a
drilling unit mounted on the rear of the vehicle. This highland drilling unit
can be driven over land from point to point and is accompanied by a unit
referred to as a "water buggy" (of which we own 60) that carries water required
for water pressure rotary drills. This type of vehicle is used around the world
for this type of terrain.
MARSH ATV'S. The environmentally sensitive wetlands along the U.S. Gulf Coast
contain water grasses on dry land and in shallow water and areas mixed with open
water are referred to as marsh areas. When there is a minimum amount of water in
these areas, marsh ATV's, which are amphibious vehicles supported by pontoons
that are surrounded by tracks, are used to provide seismic drilling services.
The pontoons enable the marsh ATV to float while the tracks propel the vehicle
through the water and over dry marsh areas. Each marsh ATV is equipped with a
drilling unit and a backhoe for digging a small hole to collect water necessary
for drilling.
Some marsh areas have sufficient surrounding water to support drilling
without an external water source, but often water must be pumped into the area
from a remote water source or a portable supply must be carried by the marsh
ATV.
We own and operate 31 marsh ATV's, of which eight are made of stainless steel
and 23 are made of aluminum. All of the stainless steel marsh ATV's are
currently held for sale. The aluminum ATV's are lighter than steel vehicles and
are specifically designed for the environmentally sensitive areas typically
found in marsh terrain. Landowner consents will often require the use of
aluminum ATV's in an effort to reduce the environmental impact of seismic
drilling. The aluminum marsh ATV is the most widely accepted marsh vehicle for
drilling operations in all Louisiana's state and federal refuges. We fabricated
our own aluminum marsh ATV's at our facilities in Carencro, Louisiana.
AIRBOAT DRILLING UNITS. We own and operate 40 airboat-drilling units. An
airboat-drilling unit consists of a drilling unit fabricated and installed on a
large, three-engine airboat. Because of their better mobility, airboat-drilling
units are used in shallow waters and all marsh areas where sufficient water is
present.
SWAMP ATV'S AND PULLBOATS. Wooded lowlands typically covered with water are
referred to as the "swamp areas" of the Transition Zone. Our swamp ATV's are
used to provide drilling services in these areas. Swamp ATV's are smaller,
narrower versions of the marsh ATV's. The smaller unit is needed in swamp areas
due to the dense vegetation typical in this terrain. Because of its smaller
size, the swamp ATV uses a skid-mounted drilling unit installed in a pullboat, a
non-motorized craft towed behind the swamp ATV. We own and operate 30 swamp
ATV's and 21 pullboats. Swamp ATV's are also used in connection with survey
operations in swamp areas.
PONTOON BOATS. We own and operate 15 pontoon boats that are used in shallow
or protected inland bays and lakes and shallow coastal waters. Each pontoon boat
uses a skid-mounted drilling unit installed on board.
JACK-UP RIGS. When a seismic survey requires source points to be drilled in
deeper inland bays or lakes or in deeper coastal waters, we use jack-up rigs
equipped with one of our skid-mounted drilling units. Seismic activity in water
deeper than approximately 20 feet is generally conducted by using offshore
seismic techniques that do not include the drilling and loading of source
points. We currently have one jack-up rig.
SKID-MOUNTED DRILLING UNITS. A skid-mounted drilling unit is a drilling unit
mounted on I-beam supports, which allows the drilling unit to be moved easily
between pullboats, pontoon boats, jack-up rigs and other equipment we operate
based on customer needs. We manufacture our skid-mounted drilling units at our
facilities in Carencro, Louisiana and we own 20 of these units, one of which is
located outside of the Transition Zone.
HELI-PORTABLE AND SEISMIC ROCK DRILLING EQUIPMENT. We have 20 heli-portable
and man-portable drilling units dedicated to seismic rock drilling. We also have
the ability to manufacture our own heli-portable and man-portable seismic
rock-drilling units, and often export and provide servicing of heli-portable and
man-portable drilling units.
MISCELLANEOUS. We own and operate 88 single engine airboats and 21 outboard
powered boats, which we use to ferry personnel and supplies to locations
throughout the Transition Zone. We also maintain a fleet of five tractor-trailer
trucks and numerous other trucks, trailers and vehicles to move our equipment
and personnel to projects throughout the Transition Zone.
-8-
AVIATION EQUIPMENT. The following table sets forth the type and number of
aircraft that are operated by our Aviation division at December 31, 2004:
NUMBER OF
HELICOPTERS AIRCRAFT
---------
Sikorsky 76-A............... 2(1)
Bell 407.................... 4
Bell Long Ranger 206L-III... 10
Bell Jet Ranger 206B-III.... 6
Bell UH-1H.................. 1(1)
FIXED WING AIRCRAFT
King Air 90................. 1(2)
- ----------------------
(1) Sold subsequent to December 31, 2004.
(2) This aircraft is currently held for sale (See Note 1 to the Consolidated
Financial Statements).
ENVIRONMENTAL EQUIPMENT. The following table sets forth the type and quantity
of our key equipment operated by our Environmental division.
NUMBER OF UNITS AS
TYPES OF EQUIPMENT OF DECEMBER 31, 2004
- -------------------------------------- --------------------
Offshore Tool House Cleaning Packages... 10
Offshore Skid Cleaning Packages......... 9
Dockside & Land Tank Cleaning Packages.. 11
Air Compressors......................... 38
Steam / Degas Generators................ 4
Liquid Vacuum Truck (60BBL)............. 2
Wet / Dry Vacuum Truck (80BBL).......... 4
Trailer Mounted Vacuum Units............ 2
Water Blasters (10K - 40K).............. 4
15 BBL Cutting Boxes (Disposal)......... 20
NORM Pipe Decontamination System........ 1
MATERIALS AND EQUIPMENT
The principal materials and equipment used in our seismic drilling
operations, which include drills, heli-portable and man-portable drills, drill
casings, drill bits, engines, gasoline and diesel fuel, dynamite, aluminum and
steel plate, welding gasses, trucks and other vehicles, are currently in
adequate supply from many sources. We do not depend upon any single supplier or
source for such materials.
For aircraft maintenance and repairs, we carry an inventory of aircraft
parts. Many of these inventory items are parts that have been removed from
aircraft, refurbished according to manufacturers' and Federal Aviation
Administration ("FAA") specifications, and returned to inventory. There are
currently adequate supplies of replacement parts from many sources, including
the original equipment manufacturer; however, we sometimes experience extended
lead times for deliveries. We use systematic procedures to estimate valuation of
these used parts, which includes consideration of their condition and continuing
utility. These valuation estimates sometimes impact the carrying values of
inventory reported in our financial statements.
Environmental cleaning equipment and materials such as compressors, pressure
washers, diaphragm pumps, electric generators, water blasters, vacuum trucks,
hoses, personnel protection equipment, and cleaning agents are readily available
from many sources throughout the Gulf of Mexico Region. We do not depend upon
any single supplier or source for such materials.
SAFETY AND QUALITY ASSURANCE
We maintain a stringent safety assurance program to reduce the possibility of
accidents. Our HSE department establishes guidelines to ensure compliance with
all applicable state and federal safety regulations and provides training and
safety education through orientations for new employees, which include first aid
and CPR training. Our HSE manager reports directly to our Chief Executive
Officer and supervises five HSE field advisors and one instructor who provides
Occupational Safety and Health Act ("OSHA") mandated training. We believe that
our safety program and commitment to quality are vital to attracting and
retaining customers and employees.
-9-
Each drilling crew is supervised at the project site by a field supervisor
and, depending on the project's requirements, an assistant supervisor and
powderman who is in charge of all explosives. For large projects or when
required by a customer, a separate advisor from our HSE department is also
located at the project site. Management is provided with daily updates for each
project and believes that our daily review of field performance together with
the on-site presence of supervisory personnel helps ensure high quality
performance for all of our projects.
Our pilots are trained to the Federal Aviation Administration, ("FAA")
Federal Aviation Regulation ("FAR") 135 (non-scheduled commercial passenger) or
FAR 133 (external load) standards and must satisfy annual FAA check-rides.
Licensed maintenance personnel are deployed to each project site at which
aircraft are used. The operation of helicopters inherently involves risk.
Hazards such as aircraft accidents, collisions, fire and adverse weather are
hazards, which must be managed and may result in loss of life, serious injury to
employees or third parties and loss of equipment and revenues.
While we have recently experienced several aviation incidents, our historical
aviation safety record is favorable in comparison to the record of United States
operators. A favorable safety record is one of the primary factors a customer
reviews in selecting an aviation provider. We place significant emphasis on
safety and it is an important factor affecting daily operations.
Environmental employees work in many facilities, most which have site
specific requirements. Our crews attend pre-job meetings to formulate job
specific work plans. These plans are monitored & audited by our supervisors and
in-house QHSE Advisors.
We have implemented an extensive training program that provides for these
adverse conditions. Our employee training is conducted in accordance with
federal, state, customer, and company requirements.
CUSTOMERS, MARKETING AND CONTRACTING
CUSTOMERS. Historically, our customers have primarily been geophysical
companies, although in many cases the oil and gas company participates in
determining which drilling, permitting, survey or aviation company will be used
on our seismic projects. A few customers have historically generated a large
portion of our seismic drilling revenue. For example, our largest customers
(those which individually accounted for more than 10% of revenue in a given
year, listed alphabetically) collectively accounted for 84% (Veritas DGC and
Western Geophysical), 71% (Quantum Geophysical, Seismic Exchange and Veritas
DGC), and 50% (PGS, Quantum Geophysical, Seismic Exchange and Veritas DGC) of
revenue for fiscal 2002, 2003 and 2004, respectively, all of which relate to the
drilling division. While we expect oil and gas companies utilizing our aviation
and environmental services will eventually comprise a greater share of our
revenue base, we currently derive a significant amount of our revenue from a
small number of large geophysical companies and independent oil and gas
operators. Our loss of one of these significant customers, if not offset by
sales to new or other existing customers, could have a material adverse effect
on our business and operations.
The majority of our customers are engaged in the oil and gas industry. This
concentration of customers may impact our overall exposure to credit risk,
either positively or negatively, in that customers may be similarly affected by
changes in economics and industry conditions. We do not generally require
collateral in support of trade receivables, but we do maintain reserves for
credit losses. Actual losses have historically been within expectations.
MARKETING. Our Seismic Drilling services have traditionally been marketed by
our principal executive officers. We believe that this marketing approach helps
us preserve long-term relationships established by our executive officers. Even
as our geographical and service capabilities expand, we intend to continue
implementing these marketing efforts in both the Transition Zone and in the
Rocky Mountain region from our principal offices in Carencro, Louisiana.
Our Aviation Services and Environmental Services are marketed from offices in
Louisiana and Texas. Our aviation marketing representative has more than thirty
years of experience in providing helicopter transportation services. We market
our Environmental Services in Louisiana and Texas using eight sales
representatives - five dockside and three corporate.
CONTRACTING -- SEISMIC DRILLING. We generally contract with our customers for
seismic drilling services on a unit-price basis, either on a "per hole" or "per
foot" basis. These contracts are often awarded after a competitive bidding
process. We price our contracts based on detailed project specifications
provided by the customer, including the number, location and depth of source
holes and the project's completion schedule. As a result, we are generally able
to make a relatively accurate determination prior to pricing a contract of the
type and amount of equipment required to complete the contract on schedule.
Because of unit-price contracting, we sometimes bear a portion of the risk of
production delays that are beyond our control, such as those caused by adverse
weather. We often bill the customer standby charges if our operations are
delayed due to delays in permitting or surveying or for other reasons within the
geophysical company's control.
CONTRACTING - PERMITTING SERVICES. We contract with our customers for
permitting services on a day rate or per project basis. Under the per project
basis, revenue is recognized when certain percentages of the permitting process
are completed. Contracts are often awarded to us only after competitive bidding.
In the case of the per project basis, we determine the price after we have taken
into account such factors as the number of permit agents, the number of permits
and the detailed project specification provided by the customer.
CONTRACTING - SURVEY SERVICES. We contract with our customers for seismic
survey services on a day rate or per mile basis. Under the per mile basis,
revenue is recognized when the source or receiving point is marked by one of our
survey crews. Contracts are often awarded to us only after competitive bidding.
In each case, the price is determined after we have taken into
-10-
account such factors as the number of surveyors and other personnel, the type of
terrain and transportation equipment, and the precision required for the project
based on detailed project specifications provided by the customer.
CONTRACTING - AVIATION TRANSPORTATION. Exploration and development activities
generally use medium size and larger aircraft on which we generally earn higher
margins. Production related activities are generally less sensitive to variances
in commodity prices and accordingly, provide a more stable activity base for our
flight operations. A majority of our operating revenue is related to production
activities of the oil and gas companies.
Helicopter contracts are generally based on a two-tier rate structure
consisting of a daily or monthly fixed fee, plus additional fees for each hour
flown. We also provide services to customers on an "ad hoc" basis, which
generally entails a shorter notice period or shorter duration. Our charges for
"ad hoc" services are generally based on an hourly rate or a daily or monthly
fixed fee, plus additional fees for each hour flown. Generally, "ad hoc"
services have a higher margin than other helicopter contracts due to supply and
demand dynamics.
CONTRACTING - ENVIRONMENTAL SERVICES. We generally bill for our environmental
cleaning and maintenance services on a time and materials basis. Our customer
list includes more than 225 major and independent oil and gas companies
operating in the Gulf of Mexico. Our success in securing projects is often
dependent on our ability to immediately provide personnel that operate in a
quick, safe and efficient manner at a competitive price.
COMPETITION
SEISMIC DRILLING. The principal competitive factors for seismic drilling
services are price and the ability to meet customer schedules, although other
factors including safety, capability, reputation and environmental sensitivity
are also considered by customers when deciding upon a provider of seismic
drilling services. We have a limited number of competitors in the Transition
Zone and numerous competitors in the highland areas in which we operate. We
believe that no other company operating in the Transition Zone owns a fleet of
Transition Zone seismic drilling equipment as varied or as large as ours. Our
extensive and diverse equipment base allows us to provide drilling services to
our customers throughout the Transition Zone with the most efficient and
environmentally appropriate equipment. We believe there are numerous competitors
offering rock and heli-portable drilling in the Rocky Mountain region and
internationally.
PERMITTING SERVICES. Our competitors include a number of larger,
well-established companies with a number of permit agents comparable to us.
SURVEY SERVICES. Our competitors include a number of larger, well-established
companies with a number of crews comparable to us.
HELICOPTER TRANSPORTATION. We have numerous competitors that provide
helicopter support services to geophysical companies operating in the Transition
Zone. We believe, however, that we are the only company offering both seismic
drilling and long-line support services in the Transition Zone. We believe that
there are numerous companies offering helicopter services in rock drilling and
other mountain areas, as well as internationally. Some of these companies have
greater experience in these areas and several operate more aircraft than we do
in these areas.
The market to provide offshore transportation services in the Gulf of Mexico
is extremely competitive. Many of our contracts are awarded only after
competitive bidding. The principal aspects of competition are safety, price,
reliability, availability and service. There are two major and several smaller
and like-size competitors operating in the Gulf of Mexico. Some of these
competitors are much larger, have more aircraft and have greater experience than
we do in this area.
ENVIRONMENTAL SERVICES. We have several competitors offering identical
environmental services to those offered by Trussco, Inc. Some of these
competitors are larger and have more financial resources than we have available.
Our ability to compete effectively is dependent upon our ability to have
personnel available when needed at competitive prices.
SEASONALITY AND WEATHER RISKS
SEISMIC DRILLING. Our Seismic Drilling operations are subject to seasonal
variations in weather conditions and daylight hours. Since our activities take
place outdoors, the average number of hours worked per day, and therefore the
number of holes drilled or surveyed per day, generally is less in winter months
than in summer months, due to an increase in rainy, foggy and cold conditions
-11-
and a decrease in daylight hours. Furthermore, demand for seismic data
acquisition activity by oil and gas companies at the end of the fourth quarter
and in the first quarter is generally lower than at other times of the year. As
a result, our revenue and gross profit during the fourth quarter and the first
quarter of each year are typically lower than the second and third quarters for
this business unit. Operations may also be affected by the rainy weather,
lightning, hurricanes and other storms prevalent along the Gulf Coast throughout
the year and by seasonal climatic conditions in the Rocky Mountain area. In
addition, prolonged periods of dry weather result in slower drill rates in marsh
and swamp areas as water in the quantities needed to drill is more difficult to
obtain and equipment movement is impeded. Adverse weather conditions and dry
weather can also increase maintenance costs for our equipment and decrease the
number of vehicles available for operations.
AVIATION. Three types of weather-related or seasonal occurrences impact our
aviation business: poor weather conditions, tropical storm season in the Gulf of
Mexico, and the number of hours of daylight.
In the Gulf of Mexico, the months of December through February have more days
of adverse weather conditions than the other months of the year. Also in the
Gulf of Mexico, June through November is tropical storm season. When a tropical
storm is about to enter or begins developing in the Gulf of Mexico, flight
activity may increase because of evacuations of offshore workers. However,
during tropical storms, we are unable to operate in the area of the storm. In
addition, since most of our bases are located along the Gulf of Mexico, tropical
storms may cause substantial damage to our property, including helicopters.
Additionally, we incur costs in evacuating our aircraft and bases during
tropical storms.
Since fall and winter months have fewer hours of daylight, flight hours are
generally lower at these times, which typically results in a reduction in
operating revenues during these months. We currently operate 20 helicopters in
our oil and gas operations, three of which are grounded. Our customers use our
aviation services primarily for routine offshore transportation, to transport
personnel during medical and safety emergencies, and to evacuate personnel
during the threat of hurricanes and other adverse weather conditions.
Our operating results may, and usually do, vary from quarter to quarter,
depending on factors outside of our control. As a result, full year results are
not likely to be a direct multiple of any particular quarter or combination of
quarters.
BACKLOG
Our backlog represents those seismic drilling and survey projects for which a
customer has hired us and has scheduled a start date for the project. Projects
currently included in our backlog are subject to termination or delay without
penalty at the option of the customer, which could substantially reduce the
amount of backlog currently reported.
As of December 31, 2004, our backlog was approximately $33.0 million compared
to $36.3 million at December 31, 2003. Backlog at December 31, 2004 includes
seismic drilling and survey projects in the Transition Zone in addition to
seismic rock drilling projects. Our aviation, permitting and environmental
divisions, historically, have not measured backlog due to the nature of our
business and our contracts, which are generally cancelable by either party with
thirty days written notice.
GOVERNMENTAL REGULATION
SEISMIC DRILLING. Our operations and properties are subject to and affected
by various types of governmental regulations, including laws and regulations
governing the entry into and restoration of wetlands, the handling of explosives
and numerous other federal, state and local laws and regulations. To date, our
cost of complying with such laws and regulations has not been material, but
because such laws and regulations are changed frequently, it is not possible for
us to accurately predict the cost or impact of such laws and regulations on our
future operations.
Furthermore, we depend on the demand for our services by the oil and gas
industry and are affected by tax legislation, price controls and other laws and
regulations relating to the oil and gas industry in general. The adoption of
laws and regulations curtailing exploration and development drilling for oil and
gas in our areas of operations for economic, environmental or other policy
reasons would adversely affect our operations by limiting the demand for our
services. We cannot determine to what extent our future operations and earnings
may be affected by new legislation, new regulations or changes in existing
regulations.
AVIATION TRANSPORTATION. As a commercial operator of small aircraft, we are
subject to regulations pursuant to the FAA Authorization Act of 1994, as amended
(the "Federal Aviation Act"), and other statutes. The FAA regulates our flight
operations, and in this respect exercises jurisdiction over personnel, aircraft,
ground facilities and other aspects of our operations. We require an Air Taxi
Certificate, granted by the FAA, to transport personnel and property in our
helicopters. This certificate contains operating specifications that allow us to
conduct our present operations, but this certificate is potentially subject to
amendment, suspension and revocation in accordance with procedures set forth in
the Federal Aviation Act. We are not required to file tariffs showing rates,
fares and other charges with the FAA. The FAA is responsible for ensuring that
we comply with all FAA regulations relating to the operation of our aviation
business. The FAA conducts regular inspections regarding safety, training and
general regulatory compliance of our domestic aviation operations. Additionally,
we are required to file with the FAA reports confirming our continued
compliance.
-12-
We carry persons and property in our aircraft pursuant to authority granted
by the FAA. Under the Federal Aviation Act it is unlawful to operate certain
aircraft for hire within the United States unless such aircraft are registered
with the FAA and the FAA has issued the operator of such aircraft an operating
certificate. We have all FAA certificates required to conduct our helicopter and
aviation operations, and all of our aircraft are registered with the FAA.
Generally, aircraft may be registered under the Federal Aviation Act only if
the aircraft is owned or controlled by one or more citizens of the United States
and operated pursuant to an operating certificate, which may be granted only to
a citizen of the United States. For purposes of these requirements, a
corporation is deemed to be a citizen of the United States only if, among other
things, at least 75% of the voting interest therein is owned or controlled by
United States citizens. In the event that persons other than United States
citizens should come to own or control more than 25% of the voting interest in
us, we have been advised that our aircraft may be subject to deregistration
under the Federal Aviation Act and loss of the privilege of operating within the
United States. None of our aircraft are currently owned, in whole or in part, by
a foreign entity. Our Articles of Incorporation and bylaws include provisions
that are designed to ensure compliance with this requirement.
Numerous other federal statutes and rules regulate our offshore operations
and the operations of our customers, pursuant to which the government has the
ability to suspend, curtail, or modify certain or all offshore operations. A
suspension or substantial curtailment of offshore oil and gas operations for any
prolonged period of time would have an immediate and materially adverse impact
on us. A substantial modification of current offshore operations could adversely
affect the economics of such operations and result in reduced demand for our
helicopter services.
EXPLOSIVES. Because we load with dynamite the holes that are drilled, we are
subject to various local, state and federal laws and regulations concerning the
handling and storage of explosives and are specifically regulated by the Bureau
of Alcohol, Tobacco and Firearms of the U.S. Department of Justice and the
Department of Homeland Security. We must take daily inventories of the dynamite
and blasting caps that we keep for our seismic drilling and are subject to
random checks by state and federal officials. We are licensed by the Louisiana
State Police as an explosives handler. Any loss or suspension of these licenses
would result in a material adverse effect on our results of operations and
financial condition. We believe that we are in compliance with all material laws
and regulations with respect to our handling and storage of explosives.
ENVIRONMENTAL. Our operations and properties are subject to a wide variety of
increasingly complex and stringent federal, state and local environmental laws
and regulations, including those governing discharges into the air and water,
the handling and disposal of solid and hazardous wastes, the remediation of soil
and groundwater contaminated by hazardous substances and the health and safety
of employees. In addition, certain areas where we operate are federally
protected or state protected wetlands or refuges where environmental regulation
is particularly strict. These laws may provide for "strict liability" for
damages to natural resources and threats to public health and safety, rendering
a party liable for environmental damage without regard to negligence or fault on
the part of such party. Sanctions for noncompliance may include revocation of
permits, corrective action orders, administrative or civil penalties and
criminal prosecution. Certain environmental laws provide for strict, joint and
several liability for remediation of spills and other releases of hazardous
substances, as well as damage to natural resources. In addition, we may be
subject to claims alleging personal injury or property damage as a result of
alleged exposure to hazardous substances. Such laws and regulations may also
expose us to liability for the conduct of, or conditions caused by, others, or
for our acts that were in compliance with all applicable laws at the time such
acts were performed.
The Comprehensive Environmental Response, Compensation, and Liability Act of
1980, as amended, and similar laws provide for responses to and liability for
releases of hazardous substances into the environment. Additionally, the Clean
Air Act, the Clean Water Act, the Resource Conservation and Recovery Act, the
Safe Drinking Water Act, the Emergency Planning and Community Right to Know Act,
each as amended, and similar state or local counterparts to these federal laws,
regulate air emissions, water discharges, hazardous substances and wastes, and
require public disclosure related to the use of various hazardous substances.
Compliance with such environmental laws and regulations may require the
acquisition of permits or other authorizations for certain activities and
compliance with various standards or procedural requirements. We believe that
our facilities are in substantial compliance with current regulatory standards.
WORKER SAFETY. Laws and regulations relating to workplace safety and worker
health, primarily Occupational Safety and Health Administration ("OSHA") and
regulations promulgated thereunder, govern our operations. In addition, various
other governmental and quasi-governmental agencies require us to obtain certain
permits, licenses and certificates with respect to our operations. The kind of
permits, licenses and certificates required in our operations depend upon a
number of factors. We believe that we have all permits, licenses and
certificates necessary to the conduct of our existing business.
INSURANCE
-13-
SEISMIC DRILLING. Our operations are subject to the inherent risks of inland
marine activity, heavy equipment operations and the transporting and handling of
explosives, including accidents resulting in personal injury, the loss of life
or property, environmental mishaps, mechanical failures and collisions. We
maintain insurance coverage against certain of these risks, which we believe are
reasonable and customary in the industry. We also maintain insurance coverage
against property damage caused by fire, flood, explosion and similar
catastrophic events that may result in physical damage or destruction to our
equipment or facilities. All policies are subject to deductibles and other
coverage limitations. We believe our insurance coverage is adequate.
Historically, we have not experienced an insured loss in excess of our policy
limits; however, there can be no assurance that we will be able to maintain
adequate insurance at rates which we consider commercially reasonable, nor can
there be any assurance such coverage will be adequate to cover all claims that
may arise.
AVIATION SERVICES. We maintain hull and liability insurance on our aircraft,
which insures us against physical loss of, or damage to, our aircraft and
against certain legal liabilities to others. In some instances, we are covered
by indemnity agreements with certain customers in lieu of, or in addition to our
insurance. Our aircraft are not insured for loss of use. While we believe we are
adequately covered by insurance and indemnification agreements, the loss of, or
severe damage to, a significant number of our aircraft could adversely affect
revenues and profits.
ENVIRONMENTAL SERVICES. Our operations involve a high degree of operational
risk, particularly of personal injury and damage or loss of equipment. Failure
or loss of our equipment could result in property damages, personal injury,
environmental pollution and other damage for which we could be liable. We
maintain insurance against risk that we believe is consistent with industry
standards and required by our customers. Although we believe that our insurance
protection is adequate and we have not experienced a loss in excess of our
policy limits, we may not be able to maintain adequate insurance rates that we
consider commercially reasonable, or ensure that our coverage will be adequate
to cover all claims that may arise.
CAUTIONARY STATEMENTS
Certain statements included in this Annual Report and in the documents that
we have incorporated by reference are not historical facts and are intended to
be "forward-looking statements." Forward-looking statements in this Annual
Report are made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements may include
statements that relate to:
- our business plans or strategies, and projected or anticipated benefits or
other consequences of such plans or strategies;
- our objectives;
- projected and anticipated benefits from future or past acquisitions; and
- projections involving anticipated capital expenditures or revenues,
earnings or other aspects of capital projects or operating results.
Forward-looking statements generally can be identified by the use of words
such as "may," "will," "expect," "intend," "estimate," "anticipate" or "believe"
or similar language.
Forward-looking statements are not guarantees of future performance and all
phases of our operations are subject to a number of uncertainties, risks and
other influences, many of which are beyond our control. Any one of such
influences, or a combination, could materially affect the results of our
operations and the accuracy of the forward-looking statements that we make.
You are cautioned that all forward-looking statements involve risks
associated with our dependence on activity in the oil and gas industry, labor
shortages, international expansion, dependence on significant customers,
seasonality and weather risks, competition, technological evolution and other
risks detailed in our filings with the Securities and Exchange Commission.
Additional important factors that could cause actual results to differ
materially from the anticipated results or other expectations expressed in our
forward-looking statements are discussed under the caption "Risk Factors" below.
You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date that they are made. We undertake no
obligation to publicly update our forward-looking statements.
RISK FACTORS
You should carefully consider the following risk factors, in addition to the
other information set forth or incorporated by reference herein. Each of these
risk factors could adversely affect our business, operating results and
financial condition, and also adversely affect the value of an investment in our
common stock.
INDUSTRY VOLATILITY MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS.
-14-
The demand for our services depends on the level of capital expenditures by
oil and gas companies for developmental construction and these expenditures are
critical to our operations. The levels of such capital expenditures are
influenced by:
- oil and gas prices and industry perceptions of future price levels;
- the cost of exploring for, producing and delivering oil and gas;
- the ability of oil and gas companies to generate capital;
- the sale and expiration dates of leases in the United States;
- the availability of current geophysical data;
- the discovery rate of new oil and gas reserves; and
- local and international political and economic conditions.
The cyclical nature of the oil and gas industry has a significant effect on
our revenues and profitability. Historically, prices of oil and gas, as well as
the level of exploration and developmental activity, have fluctuated
substantially. This has, in the past, and may, in the future, adversely affect
our business. We are unable to predict future oil and gas prices or the level of
oil and gas industry activity. A prolonged low level of activity in the oil and
gas industry will likely depress development activity, adversely affecting the
demand for our products and services and our financial condition and results of
operations.
OUR GROWTH AND GROWTH STRATEGY INVOLVES RISKS.
We have grown over the last several years through internal growth and
acquisitions of other companies. It will be important for our future success to
manage our rapid growth and this will demand increased responsibility for
management personnel. The following factors could present difficulties to us:
- the lack of sufficient executive-level personnel;
- the successful integration of the operations of American
Helicopters, Inc. and Trussco, Inc. including the integration of a
management team with no history of working together;
- increased levels of debt and administrative burdens; and
- increased logistical problems of large, expansive operations.
If we do not manage these potential difficulties successfully, they could
have a material adverse effect on our financial condition and results of
operations.
WE HAVE INCURRED NET LOSSES IN PREVIOUS YEARS.
While some of our recent history reflects annual net income, our past
financial history, including the year ended December 31, 2004, reflects annual
net losses. While we hope to generate increased revenues and return to
profitability, any such increase may not be sustainable or indicative of future
results of operations. We do intend to continue investing in internal expansion,
infrastructure, integration of acquired companies and into our operations and
our marketing and sales efforts.
OUR ABILITY TO CONTINUE AS A GOING CONCERN MAYBE CONTINGENT UPON OUR ABILITY TO
SECURE CAPITAL FROM PROSPECTIVE INSTITUTIONAL LENDERS.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has suffered a significant loss from operations
during the current year, has a working capital deficit, is currently in default
on certain of its debt instruments, and will require capital funding from
sources other than operations to meet its current debt obligations. In the past
two years, the Company has been required to raise additional capital by the
issuance of both equity and debt instruments. There are no commitments from
funding sources, debt or equity, in the event that cash flows are not sufficient
to fund ongoing operations or other cash commitments as they come due. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management will be required to raise additional capital in the
near term through offerings of equity or debt securities to fund the Company's
debt service obligations and its operations. No assurance can be given that such
financing will be available or, if available, that it will be on commercially
favorable terms. Moreover, available financing may be dilutive to current
investors.
The Company is in the process of securing capital from prospective investors
(See Note 15 to the Consolidated Financial Statements), that if successful, in
conjunction with cash flows from operations and sales of certain non-core
assets, will be used to fund its current debt service obligations and serve to
mitigate the factors that have raised doubt about the Company's ability to
continue as a going concern. The consolidated financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets or liabilities that might be necessary should the Company be
unable to continue as a going concern.
THE DANGERS INHERENT IN OUR OPERATIONS AND THE POTENTIAL LIMITS ON INSURANCE
COVERAGE FOR CERTAIN RISKS COULD EXPOSE US TO POTENTIALLY SIGNIFICANT LIABILITY
COSTS.
Our seismic operations are subject to risks or injury to personnel and loss
of equipment. Our crews often conduct operations in extreme weather, in
difficult terrain that is not easily accessible, and under other hazardous
conditions. In addition, our aviation operations are subject to numerous hazards
inherent in the operation of helicopters and airplanes. These hazards include
adverse weather conditions, crashes, explosions, collisions and fires, all of
which may result in injury to personnel or loss of equipment. We maintain what
we believe is prudent insurance protection. However, we cannot assure that our
insurance will be sufficient or effective under all circumstances. A successful
claim for which we are not fully insured may have a material adverse effect on
our revenues and profitability. We do not carry business interruption insurance
with respect to our operations.
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY.
We compete with several other providers of seismic drilling, helicopter
support, permitting, survey and environmental services. Competition among
seismic contractors historically has been, and will continue to be, intense.
Competitive factors have in recent years included price, crew experience,
equipment availability, technological expertise and reputation for quality and
dependability. Our revenues and earnings may be affected by the following
factors:
- changes in competitive prices;
- fluctuations in the level of activity and major markets;
- general economic conditions; and
- Governmental regulation.
-15-
Additionally, in certain geographical areas, some of our competitors operate
more crews than we do and have substantially greater financial and other
resources. These operators could enjoy an advantage over us if the competitive
environment for contract awards shifts to one characterized principally by
intense price competition.
SEASONALITY AND ADVERSE WEATHER CONDITIONS IN THE REGIONS IN WHICH WE OPERATE
MAY ADVERSELY AFFECT OUR OPERATIONS.
Our operations are directly affected by the weather conditions in the Gulf of
Mexico. Due to seasonal differences in weather patterns, we may operate more
days in the spring, summer and fall periods and less in the winter months. The
seasonality of oil and gas industry activity in the Gulf Coast region also
affects our operations. Due to exposure to weather, we generally experience
higher drilling activity in the spring, summer and fall months with the lowest
activity in winter months, especially with respect to our operations in the
mountainous regions of the western United States. The rainy weather, hurricanes
and other storms prevalent in the Gulf of Mexico and along the Gulf Coast
throughout the year may also affect our operations. As a result, full-year
results are not likely to be a direct multiple of any particular quarter or
combination of quarters.
WE ARE DEPENDENT ON KEY PERSONNEL.
Our success depends on, among other things, the continued active
participation of our executive officers and certain of our other key operating
personnel. Our officers and personnel have extensive experience in the domestic
and international oilfield services industry. The loss of the services of any
one of these persons could impact adversely our ability to implement our
expansion strategy.
WE MAY INCUR ADDITIONAL EXPENDITURES TO COMPLY WITH GOVERNMENTAL REGULATIONS.
Our seismic and aviation operations are subject to extensive governmental
regulation, violations of which may result in civil and criminal penalties,
injunctions and cease and desist orders. These laws and regulations govern,
among other things, operations in wetlands, the handling of explosives and the
operation of commercial aircraft. Although our cost of compliance with such laws
has to date been immaterial, such laws are changed frequently. Accordingly, it
is impossible to predict the cost or impact of such laws on our future
operations. We are also required by various governmental agencies to obtain
certain permits, licenses and certificates. To date, we believe that we possess
all permits, licenses and certificates material to the operation of our
business. The loss by us of any of the licenses required for our operation could
have a material adverse effect on our operations.
We depend on demand for our services from the oil and gas industry, and this
demand may be affected by changing tax laws and oil and gas regulations. As a
result, the adoption of laws that curtail oil and gas production in our areas of
operation may adversely affect us. We cannot determine to what extent our
operations may be affected by any new regulations or changes in existing
regulations.
FUTURE TECHNOLOGICAL ADVANCES COULD IMPAIR OPERATING ASSETS OR REQUIRE
SUBSTANTIAL UNBUDGETED CAPITAL EXPENDITURES.
We compete in providing services in a capital intensive business. The
development of seismic data acquisition and processing equipment has been
characterized by rapid technological advancements in recent years, and this
trend may continue. Manufacturers of seismic equipment may develop new systems
that have competitive advantages over systems now in use that could render our
current equipment obsolete or require us to make significant unplanned capital
expenditures to maintain our competitive position. Under such circumstances,
there can be no assurance that we would be able to obtain necessary financing on
favorable terms.
OUR SEISMIC DRILLING AND AVIATION OPERATIONS DEPEND ON A
FEW SIGNIFICANT CUSTOMERS.
We derive a significant amount of our revenue from a small number of
geophysical companies. Our inability to continue to perform services for a
number of our large existing customers, if not offset by sales to new or other
existing customers could have a material adverse effect on our business and
operations. For example, our largest customers (those which individually
accounted for more than of revenue in a given year, listed alphabetically)
collectively accounted for (Veritas DGC and Western Geophysical), 71% (Quantum
Geophysical, Seismic Exchange, and Veritas DGC) and 50% (PGS, Quantum
Geophysical, Seismic Exchange, and Veritas DGC) of revenue for fiscal 2002,
2003, and 2004, respectively. Additionally, our Aviation division relies on a
contract with one customer who accounted for 32% of this divisions 2004
revenues.
UNFAVORABLE RESULTS OF LITIGATION COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR
FINANCIAL STATEMENTS.
As discussed in Note 8 to the Consolidated Financial Statements, we are
subject to a variety of claims and lawsuits. Adverse outcomes in some or all of
the pending cases may result in significant monetary damages or injunctive
relief against us. We are also subject to a variety of other claims and suits
that arise from time to time in the ordinary course of our business. While
management currently believes that resolving all of these matters, individually
or in the aggregate, will not have a material adverse impact on our financial
position or results of operations, the litigation and other claims noted above
are subject to inherent uncertainties and management's view of these matters may
change in the future. There exists the possibility of a material adverse impact
on our financial position and the results of operations for the period in which
the effect of an unfavorable final outcome becomes probable and reasonably
estimable.
-16-
IF WE BREACH ANY OF THE MATERIAL FINANCIAL COVENANTS UNDER OUR VARIOUS
INDEBTEDNESS, OR IF AN EVENT OF DEFAULT IS DECLARED WITH RESPECT TO ANY SUCH
INDEBTEDNESS, OUR DEBT SERVICE OBLIGATIONS COULD BE ACCELERATED.
If we breach any of the material financial covenants under our various
indebtedness, such as the Convertible Debentures, or if an event of default is
declared with respect to any such indebtedness, our substantial debt service
obligations could be accelerated. In the event of any such simultaneous
acceleration, we would not be able to repay all of the indebtedness.
EMPLOYEES
As of December 31, 2004, we had 362 employees, including 308 operating
personnel and 54 corporate, administrative and management personnel. These
employees are not unionized or employed pursuant to any collective bargaining
agreement or any similar agreement. We believe our relations with our employees
are generally good.
EXECUTIVE OFFICERS AND KEY MANAGERS OF THE REGISTRANT
The name, age and offices held by each of the executive officers and key
managers as of March 28, 2005 are as follows:
NAME AGE POSITION
- ---------------- --- --------------------------------------------------------
James C. Eckert 55 President and Chief Executive Officer
G. Darcy Klug 53 Executive Vice President
Rene VandenBrand 47 Vice President - Aviation Services
Shawn Rice 43 Vice President - Quality Health Safety and Environmental
JAMES C. ECKERT was appointed our President and Chief Executive Officer in
March 2001. He served as Vice-President for Business Development of Veritas DGC
Land Inc. from 1998 to 2000. Prior to 1998, Mr. Eckert supervised the highland
and transition seismic acquisitions of Veritas DGC Land Inc. Prior to 1992, he
served as President of GFS Company, a company that he co-founded in 1985, until
its acquisition in 1992 by Digicon, Inc., a predecessor by merger to Veritas,
Inc. Mr. Eckert graduated from University of Southern Mississippi in 1971.
G. DARCY KLUG was promoted to the position of Executive Vice President in
March 2004. He joined us as our Chief Financial Officer in May 2001, after being
involved in private investments since 1987. Between 1983 and 1987, Mr. Klug held
various positions with a private oil and gas fabrication company, including the
position of Chief Operating Officer and Chief Financial Officer. Prior to 1983,
he held various financial positions with Galveston-Houston Company, a
manufacturer of oil and gas equipment listed for trading on the New York Stock
Exchange. Between 1973 and 1979, he was a member of the audit staff of Coopers &
Lybrand (now PricewaterhouseCoopers).
RENE VANDENBRAND joined the Company as its Vice President - Aviation Services
in August 2004. In this capacity, Mr. VandenBrand is responsible for the overall
business and administrative functions of the Company's aviation operations.
Since 1995, Mr. VandenBrand held various management positions with Veritas DGC
Inc., including Vice President of Business Development and Senior Vice President
Finance & Business Development of Land Acquisitions. Prior to joining Veritas,
Mr. VandenBrand was a partner with Coopers & Lybrand (now
PricewaterhouseCoopers) in Calgary, Alberta. He holds an undergraduate degree in
Business
-17-
Administration from Wilfrid Laurier University and a Master of Business
Administration from the University of Calgary. He holds certifications as a
Chartered Accountant, a Chartered Financial Analyst and a Chartered Business
Valuator.
SHAWN RICE joined OMNI as its Vice President - QHSE (Quality, Health, Safety
and Environment) in 2004, after more than twenty years of international and
domestic management experience with WesternGeco, a joint venture of Schlumberger
and Baker Hughes. Since December 2000, Mr. Rice held the position of Vice
President, QHSE for WesternGeco's worldwide operations. In this capacity he
developed and managed all aspects of WesternGeco's QHSE structure, systems and
programs for more than 16,000 employees. Prior to December 2000, Mr. Rice held
various management positions with Western Geophysical, including Business
Services Manager responsible for Human Resources, QHSE and training for more
than 8,000 employees. He holds an engineering degree from Colorado School of
Mines.
ITEM 3. LEGAL PROCEEDINGS
We are involved in various legal and other proceedings that are incidental to
the conduct of our business. We believe that none of these proceedings, if
adversely determined, would have a material effect on our financial condition,
results of operations or cash flows. In addition, we are subject to the
proceedings discussed below.
On February 13, 2004, we commenced litigation against Steven Stull, a former
director, Advantage Capital Partners ("ACP") and their respective insurers in
the Civil District Court for the Parish of Orleans in the State of Louisiana.
The suit requests the court to determine our right under the Company's Articles
of Incorporation, as amended, to redeem the Series A Convertible 8% Preferred
Stock ("Series A Preferred") rather than to convert the shares into common
stock. Furthermore, to the extent the court determines we did not have a right
to redeem, rather than convert, the Series A Preferred, the suit requests the
court to determine that the Unanimous Consent of the Board of Directors entered
into on November 7, 2000 which, among other things, reduced the conversion price
of the Series A Preferred from $2.50 to $0.75 (pre-split) per share, is null and
void and without effect because it was accomplished by the defendants in
violation of fiduciary duties and/or public policy and Louisiana law. We are
seeking a declaration that we have the right to redeem, rather than convert the
Series A Preferred. Alternatively, we seek (a) a declaration that the Unanimous
Consent entered into on November 7, 2000 is null and void and without effect; or
(b) damages back against Mr. Stull and the Advantage Capital Partners as a
complete set-off to any additional dollars owed by us to ACP as a result of the
November 7, 2000 actions.
On March 26, 2004, ACP and its affiliates filed a lawsuit in the United
States District Court, Eastern District of Louisiana against us and certain of
our executive officers. ACP and its affiliates are alleging that (i) we and the
executive officers misrepresented material facts and failed to disclose material
facts related to the intention to redeem the Series A Preferred and our Series B
Convertible 8% Preferred Stock (the "Series B Preferred"), and (ii) the officers
of the Company breached their fiduciary duties. They are claiming damages of
approximately $30 million. We have agreed to indemnify our executive officers in
this matter. Our costs and legal expenses related to this lawsuit are not
currently determinable. This lawsuit presents risks inherent in litigation
including continuing expenses, risks of loss, additional claims, and attorney
fee liability. We believe that the claims or litigation arising therefore will
have no material impact on us or our business and all disputes surrounding
securities matters will likely be covered by our insurance. However, if this
lawsuit is decided against us, and if it exceeds our insurance coverage, it
could aversely affect our financial condition, results of operations and cash
flows.
On January 25, 2005, we filed suit in United States District Court, Western
District of Louisiana (the "16(b) litigation") against the holders of our 6.5%
Subordinated Convertible Debentures and other third parties (collectively, the
"Debenture Holders"). The suit alleges violations by the Debenture Holders
pursuant to Section 16(b) of the Securities Exchange Act of 1934. We believe the
Debenture Holders acted together for the purpose of illegally acquiring,
holding, voting or disposing our equity securities during relevant time periods
and have exerted an adverse group influence on OMNI and our equity securities.
The suit seeks the disgorgement of profits realized by the Debenture Holders
from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside"), notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate principal amount of $2,765,625, on March 2, 2005. As of April 15,
2005, we have not redeemed any of the Portside Debentures. Portside also
notified us of its intention to commence a civil action against us to obtain a
judgment with respect to all amounts owed to it under the Portside Debentures.
Portside's acceleration of the maturity of the Debentures and its potential
commencement and prosecution of a civil action against us to obtain a judgment
with respect to all amounts owed to it under the Debentures are subject to the
terms of certain Subordination and Intercreditor Agreements (the "Subordination
Agreements") between the Debenture Holders and Webster Business Credit
Corporation (the "Agent"). Pursuant to the Subordination Agreements, Portside is
not authorized to receive payments in respect to the Debentures as a result of
the acceleration of the maturity of the debentures or enforce any such judgment
without the prior written consent of Agent, except upon the earliest to occur
of, among other things, (i) acceleration of the senior debt, (ii) commencement
of enforcement of any rights and remedies under the senior debt documents or
applicable law with respect to the senior debt or the senior debt documents,
(iii) the institution of any Proceeding (as defined in the Subordination
Agreements), or (iv) the passage of 180 days from the date on which Agent
received written notice of the default from Portside.
-18-
To our knowledge, the threatened civil action has not commenced. Should
Portside, in fact, commence the threatened civil action, we intend to vigorously
defend the litigation and pursue all available remedies including those
available pursuant to the aforementioned 16(b) litigation filed against the
Debenture Holders.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Our special meeting of stockholders was held at our principal executive
offices at 4500 NE Evangeline Thruway, Carencro, Louisiana on Tuesday, November
30, 2004. As disclosed in our proxy statement filed with the Securities and
Exchange Commission ("SEC"), the following was the item submitted for
consideration and the corresponding outcome of the stockholder vote:
The increase in the number of shares issuable under the Amended and
Restated OMNI Energy Services Corp. Stock Incentive Plan was approved by a
total of 3,105,356 (50.6%) of the total votes cast of 5,945,370, including
135,235 abstentions. There were 5,814,653 broker non-votes.
No other business was submitted before the meeting.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Our Common Stock is listed for quotation on the Nasdaq National Market under
the symbol "OMNI." At March 28, 2005, we had approximately 5,500 stockholders of
record of Common Stock. The following table sets forth the range of high and low
sales prices of our Common Stock as reported by the Nasdaq National Market for
the periods indicated.
HIGH LOW
------- -------
2004
First quarter.... $ 9.00 $ 4.76
Second quarter... $ 7.80 $ 4.22
Third quarter.... $ 5.35 $ 2.95
Fourth quarter... $ 4.94 $ 1.65
2003
First quarter.... $ 1.14 $ 0.75
Second quarter... $ 1.98 $ 0.81
Third quarter.... $ 2.80 $ 1.49
Fourth quarter... $ 7.48 $ 2.19
We have never paid cash dividends on our Common Stock. We intend to retain
future earnings, if any, to meet our working capital requirements and to finance
the future operations of our business. Therefore, we do not plan to declare or
pay cash dividends to holders of our Common Stock in the foreseeable future. In
addition, certain of our credit arrangements contain provisions that limit our
ability to pay cash dividends on our Common Stock.
-19-
ISSUER PURCHASES OF EQUITY SECURITIES
TOTAL NUMBER OF MAXIMUM NUMBER OF
SHARES PURCHASED SHARES THAT MAY
TOTAL NUMBER OF AS PART OF PUBLICLY YET BE PURCHASED
SHARES PRICE PAID ANNOUNCED PLANS UNDER THE PLANS OR
PERIOD PURCHASED PER SHARE OR PROGRAMS (1) PROGRAMS
- ------------------------------ --------------- ---------- ------------------- ------------------
10/01/04 - 10/31/04
Series A Preferred......... -- -- -- --
Series B Preferred......... -- -- -- 29
11/01/04 - 11/30/04
Series A Preferred......... -- -- -- --
Series B Preferred......... -- -- -- --
12/01/04 - 12/31/04
Series A Preferred......... -- -- -- --
Series B Preferred......... -- -- -- --
TOTAL
Series A Preferred......... -- -- -- --
Series B Preferred......... -- -- -- 29
(1) Our Board of Directors approved the repurchase of up to 7,500 shares of
Series A Preferred and up to 4,600 shares of Series B Preferred having a
value of up to $12.1 million, plus accrued dividends in the aggregate,
pursuant to the terms and conditions of the preferred stock (see Note 9).
EQUITY COMPENSATION PLAN INFORMATION
The following table gives information about our Common Stock that may be
issued upon the exercise of options, warrants and rights under all of our
existing equity compensation plans as of December 31, 2004:
(C)
NUMBER OF
SECURITIES
(A) REMAINING
NUMBER OF AVAILABLE FOR
SECURITIES TO BE FUTURE ISSUANCE
ISSUED UPON THE (B) UNDER EQUITY
EXERCISE OF WEIGHTED AVERAGE COMPENSATION
OUTSTANDING EXERCISE PRICE OF PLANS (EXCLUDING (D)
OPTIONS, OUTSTANDING SECURITIES TOTAL OF SECURITIES
WARRANTS AND OPTIONS, WARRANTS REFLECTED IN REFLECTED IN
PLAN CATEGORY RIGHTS AND RIGHTS COLUMNS (A) & (B) COLUMNS (A) & (C)
- ---------------------------------------- ---------------- ----------------- ----------------- -------------------
Equity Compensation Plans Approved by
Stockholders.......................... 1,415,181 $ 2.65 1,084,819 2,500,000
Equity Compensation Plans Not Approved
by Stockholders....................... 69,578 $ 2.33 30,422 100,000
--------- --------- ---------
Total................................ 1,484,759 $ 2.63 1,115,241 2,600,000
========= ========= =========
PLAN NOT APPROVED BY STOCKHOLDERS
In January 1999, we approved the Amended OMNI Energy Services Corp. 1999
Stock Option Plan (the "Option Plan") to provide for the grant of options to
purchase shares of our Common Stock to non-officer employees of our company and
our subsidiaries in lieu of year-end cash bonuses. The Option Plan is intended
to increase stockholder value and advance our interests by providing an
incentive to employees and by increasing employee awareness of us in the
marketplace. Under the Option Plan, we may grant options to any of our employees
with the exception of our officers. The options become exercisable immediately
with respect to one-half of the shares, and the remaining one-half shall be
exercisable one year following the date of the grant. The exercise price of any
stock option granted may not be less than the fair market value of the Common
Stock on the effective date of the grant. A total of 100,000 shares of Common
Stock are authorized, of which 30,422 remain available for issuance at December
31, 2004.
-20-
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data as of and for the five years ended December 31,
2004 are derived from our audited consolidated financial statements. The
following information should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the consolidated financial statements and notes thereto included elsewhere in
this Annual Report. The per share data gives retroactive effect to the one for
three reverse stock split effective July 3, 2002.
The financial statements for the years ended December 31, 2000 and through
2001 were audited by Arthur Andersen LLP ("Andersen"), who has ceased
operations.
YEAR ENDED DECEMBER 31,
-----------------------------------------------------
2000 2001 2002 2003 2004
---------- --------- --------- --------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
INCOME STATEMENT DATA:
Operating revenue....................................................... $ 16,563 $ 23,686 $ 27,685 $ 35,823 $ 51,634
Operating expenses
Direct costs......................................................... 16,586 17,696 18,558 24,352 35,870
Depreciation and amortization........................................ 4,042 3,366 3,684 3,879 5,350
General and administrative expense................................... 5,583 2,957 3,571 4,251 10,410
--------- -------- -------- -------- --------
Total operating expenses.......................................... 26,211 24,019 25,813 32,482 51,630
Asset impairment and other charges...................................... 11,284 632 -- -- 4,174
--------- -------- -------- -------- --------
Operating income (loss)................................................. (20,932) (965) 1,872 3,341 (4,170)
Interest expense........................................................ 3,012 1,300 1,179 1,397 5,177
Loss on debenture conversion inducement and debt extinguishment......... -- -- -- -- 1,008
Other expense (income), net............................................. 1,846 (7,929) (115) (114) 814
--------- -------- -------- --------- --------
Income (loss) before income taxes....................................... (25,790) 5,664 808 2,058 (11,169)
Income tax benefit...................................................... -- -- 400 1,600 --
--------- -------- -------- -------- --------
Income (loss) before minority interest.................................. (25,790) 5,664 1,208 3,658 (11,169)
Minority interest and income (loss) of Subsidiaries..................... (17) -- -- -- --
--------- -------- -------- -------- --------
Net income (loss) from continuing operations............................ (25,773) 5,664 1,208 3,658 (11,169)
Loss from discontinued operations....................................... -- -- -- (175) (3,086)
--------- -------- -------- -------- --------
Net income.............................................................. (25,773) 5,664 1,208 3,483 (14,255)
Accretion of preferred stock and preferred stock dividends.............. -- (726) (484) (484) (490)
--------- -------- -------- -------- --------
Net earnings (loss) applicable to common and common equivalent shares... $ (25,773) $ 4,938 $ 724 $ 2,999 $(14,745)
========= ======== ======== ======== ========
Basic Income (loss) per common share:
Income from continuing operations................................... $ (4.43) $ 0.55 $ 0.08 $ 0.36 $ (1.07)
Loss from discontinued operations................................... -- -- -- (0.02) (0.28)
--------- -------- -------- -------- --------
Net Income applicable to common and common equivalent shares........ $ (4.43) $ 0.55 $ 0.08 $ 0.34 $ (1.35)
========= ======== ======== ======== ========
Diluted Income (loss) per common share:
Income from continuing operations................................... $ (4.43) $ 0.50 $ 0.08 $ 0.33 $ (1.07)
Loss from discontinued operations................................... -- -- -- (0.02) (0.28)
--------- -------- -------- -------- --------
Net Income applicable to common and common equivalent shares........ $ (4.43) $ 0.50 $ 0.08 $ 0.31 $ (1.35)
========= ======== ======== ======== ========
Number of Weighted Average Shares:
Basic............................................................... 5,819 9,015 8,739 8,772 10,884
Diluted............................................................. 5,819 9,844 8,745 11,362 10,884
DECEMBER 31,
---------------------------------------------------
2000 2001 2002 2003 2004
------- ------- ------- ------- -------
BALANCE SHEET DATA:
Total assets............................ $34,624 $38,448 $41,325 $50,289 $65,913
Long-term debt, less current maturities. 8,500 9,289 8,340 9,624 12,852
Preferred Stock......................... 7,500 11,616 12,100 12,100 29
Total Equity............................ 8,018 18,560 19,781 24,386 4,864
-21-
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
2000 2001 2002 2003 2004
--------- --------- --------- --------- ---------
STATEMENT OF CASH FLOW DATA:
Net cash provided by (used in) operating activities..... $ (5615) $ 6,355 $ 5,015 $ 5,664 $ 8,121
Net cash provided by (used in) investing activities..... 942 (155) (1,901) (4,158) (13,037)
Net cash provided by (used in) financing activities..... 4,890 (5,284) (3,643) (1,638) 7,568
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of
Operations contains certain "forward looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which reflect management's best judgment based on factors currently
known. Actual results could differ materially from those anticipated in these
"forward looking statements" as a result of a number of factors, including but
not limited to those discussed under the headings "Cautionary Statements," "Risk
Factors," and "Forward Looking Statements" provided by us pursuant to the safe
harbor established by the federal securities laws should be evaluated in the
context of these factors.
This discussion and analysis should be read in conjunction with our
consolidated financial statements and accompanying notes contained herein.
RECENT DEVELOPMENTS
On January 25, 2005, we filed suit in United States District Court, Western
District of Louisiana (the "16(b) litigation") against the holders of our 6.5%
Subordinated Convertible Debentures and other third parties (collectively, the
"Debenture Holders"). The suit alleges violations by the Debenture Holders
pursuant to Section 16(b) of the Securities Exchange Act of 1934. We believe the
Debenture Holders acted together for the purpose of illegally acquiring,
holding, voting or disposing our equity securities during relevant time periods
and have exerted an adverse group influence on OMNI and our equity securities.
The suit seeks the disgorgement of profits realized by the Debenture Holders
from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside") notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate principal amount of $2,765,625, on March 2, 2005. As of April 15,
2005, we have not redeemed any of the Portside Debentures. Portside also
notified us of its intention to commence a civil action against us to obtain a
judgment with respect to all amounts owed to it under the Portside Debentures.
Portside's acceleration of the maturity of the Debentures and its potential
commencement and prosecution of a civil action against us to obtain a judgment
with respect to all amounts owed to it under the Debentures are subject to the
terms of certain Subordination and Intercreditor Agreements (the "Subordination
Agreements") between the Debenture Holders and Webster Business Credit
Corporation (the "Agent"). Pursuant to the Subordination Agreements, Portside is
not authorized to receive payments in respect to the Debentures as a result of
the acceleration of the maturity of the debentures or enforce any such judgment
without the prior written consent of Agent, except upon the earliest to occur
of, among other things, (i) acceleration of the senior debt, (ii) commencement
of enforcement of any rights and remedies under the senior debt documents or
applicable law with respect to the senior debt or the senior debt documents,
(iii) the institution of any Proceeding (as defined in the Subordination
Agreements), or (iv) the passage of 180 days from the date on which Agent
received written notice of the default from Portside.
To our knowledge, the threatened civil action has not commenced. Should
Portside, in fact, commence the threatened civil action, we intend to vigorously
defend the litigation and pursue all available remedies including those
available pursuant to the aforementioned 16(b) litigation filed against the
Debenture Holders.
RESTATEMENT OF FINANCIAL STATEMENTS
Due to the lock-box arrangement and the subjective acceleration clause of the
Line agreement, the balance sheet as of December 31, 2003 has been restated to
classify the Line of credit as required by EITF 95-22, "Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements that
include both a Subjective Acceleration Clause and a Lock-Box Arrangement."
Accordingly, the previously filed Form 10-K/A, for the year ended December 31,
2003 should not be relied upon.
Furthermore, we have restated our previously issued unaudited financial
statements for the two interim periods ended June 30, 2004 and September 30,
2004 to correct an error that arose as a result of the incorrect calculation of
the valuation of certain warrants and the beneficial conversion features
originally recorded on certain convertible debentures entered into during April
2004. This error resulted in an understatement in the amount recorded as
convertible debentures, net of discounts and an overstatement in the amount
recorded as additional paid in capital of $1.4 million. Furthermore, the amount
of these debt discounts, the beneficial conversion features and loss on
extinguishments of debt charged to expense were overstated. In addition, we have
restated our previously issued unaudited financial statements for the first two
interim periods of 2004 to correctly classify our Line of Credit as a long-term
liability.
All applicable amounts relating to these restatements have been reflected in
the consolidated financial statements and disclosed in Note 14 to the
consolidated financials statements in this Form 10-K.
Due to restatements of the consolidated financial statements previously filed
with the Forms 10-Q for the quarterly periods ended March 31, 2004, June 30,
2004, and September 30, 2004 such financial statements contained in these Form
10-Q should no longer be relied upon.
GENERAL
DEMAND FOR OUR SERVICES. We receive our revenues from customers in the energy
industry. Demand for our services is principally impacted by conditions
affecting geophysical companies engaged in the acquisition of 3-D seismic data
and oil and gas companies operating primarily in the shallow waters of the Gulf
of Mexico. The level of activity for our services is primarily influenced by the
level of capital expenditures by oil and gas companies.
A number of factors affect the decision of oil and gas companies to pursue
the acquisition of seismic data and the exploration for oil and gas, including
(i) prevailing and expected oil and gas demand and prices; (ii) the cost of
exploring for, producing and developing oil and gas reserves; (iii) the
discovery rate of new oil and gas reserves; (iv) the availability and cost of
permits and
-22-
consents from landowners to conduct seismic activity; (v) local and
international political and economic conditions; (vi) governmental regulations;
and (vii) the availability and cost of capital. The ability to finance the
acquisition of seismic data in the absence of oil and gas companies' interest in
obtaining the information is also a factor, as some geophysical companies will
acquire seismic data on a speculative basis.
During 1999, with the reduction in the price of oil and gas, we began to
experience a decrease in demand for our services which continued through 2000
but, in 2001, the oil and gas industry experienced a rebound and has remained
strong since then. Increased capital expenditure budgets by oil and gas
companies generally result in increased demand for our services. For the years
ended December 31, 2002, 2003 and 2004, our operating revenues were $27.7
million, $35.8 million, and $51.6 million, respectively.
SEASONALITY AND WEATHER RISKS. Our operations are subject to seasonal
variations in weather conditions and daylight hours. Since our activities take
place outdoors, on average, fewer hours are worked per day and fewer holes are
generally drilled or surveyed per day in winter months than in summer months due
to an increase in rainy, foggy, and cold conditions and a decrease in daylight
hours.
RESULTS OF OPERATIONS
The following discussion provides information related to the results of our
operations.
YEAR ENDED DECEMBER 31, 2003 COMPARED TO THE YEAR ENDED DECEMBER 31, 2004:
YEAR ENDED DECEMBER 31,
-----------------------
2003 2004
--------- ---------
(in thousands)
Operating revenue................................................ $ 35,823 $ 51,634
Operating expenses...............................................
Direct costs.................................................. 24,352 35,870
Depreciation and amortization................................. 3,879 5,350
General and administrative expenses........................... 4,251 10,410
-------- --------
Total operating expenses................................... 32,482 51,630
Asset impairment and other charges............................... -- 4,174
-------- --------
Operating income (loss).......................................... 3,341 (4,170)
Interest expense................................................. 1,397 5,177
Loss on debenture conversion inducement and debt extinguishment.. -- 1,008
Other expense (income)........................................... (114) 814
-------- --------
Income (loss) before taxes....................................... 2,058 (11,169)
Income tax benefit............................................... 1,600 --
-------- --------
Net income (loss) from continuing operations..................... 3,658 (11,169)
Loss from discontinued operations................................ (175) (3,086)
-------- --------
Net income (loss)................................................ 3,483 (14,255)
Accretion of preferred stock and preferred stock dividends....... (484) (490)
-------- --------
Net income (loss) available to common stockholders............... $ 2,999 $(14,745)
======== ========
Operating revenues increased 44%, or $15.8 million, from $35.8 million to
$51.6 million for the years ended December 31, 2003 and 2004, respectively, of
which $8.7 million of this increase was due to the June 30, 2004 acquisition of
Trussco, Inc. ("Trussco"). Additionally, aviation revenue increased $8.1 million
as a result of an increase in flight hours. The increase in flight hours was due
primarily to the November 2003 acquisition of American Helicopters, Inc.
("AHI"), the addition of new aircraft in 2004 and the commencement of a new,
five-year aviation contract with a significant offshore exploration and
production company. As discussed in Note 13 to the consolidated financial
statements, $2.8 million in aviation revenue is included in the loss from
discontinued operations for the year ended December 31, 2004 and $0.9 million
for 2003. Drilling revenues decreased slightly from $31.6 million for the year
ended December 31, 2003 to $30.6 million for the year ended December 31, 2004
due to permitting and weather-related delays. Operating revenues are expected to
increase in 2005, as the demand for, and range of, our services continue to
improve and because we will include a full year of operations for Trussco.
Direct costs increased 47%, or $11.5 million, from $24.4 million in 2003 to
$35.9 million in 2004. Operating payroll expense increased $4.4 million from
$11.2 million to $15.6 million for the years ended December 31, 2003 and 2004,
respectively. Payroll costs from the Trussco acquisition accounted for $3.2
million of the increase. Repairs and maintenance expenses increased $0.6 million
from 2003 to 2004, with $0.9 million of the increase related to the aviation
division, which is consistent with their increase in revenues, $0.2 million of
the increase related to Trussco and the remaining $0.5 million decrease related
to the drilling division. Explosives expense increased $1.7 million due to an
increase in the cost of explosives on jobs performed in 2004. Contract services
-23-
increased $0.9 million company-wide, of which our drilling division accounted
for a $1.3 million increase with an offsetting decrease of $0.6 million from our
permitting division. In 2004, we contracted third parties exclusively to provide
services for heliportable drilling in the Rocky Mountains where we no longer
provide these specialized drilling services. In 2004, we also contracted third
parties to provide airboat drilling services during a period when most of our
available employees were working on other projects. Fuel and oil expenses
increased $0.9 million from the year ended December 31, 2003 to the year ended
December 31, 2004, which is consistent with the increase in aviation revenues.
Due to the increase in revenue-producing assets between the periods ended
December 31, 2003 and 2004, insurance expense increased $0.6 million. Other
direct costs increased $2.3 million, of which Trussco accounted for $1.0
million. As discussed in Note 13 to the Consolidated Financial Statements, $4.1
million in aviation direct costs are included in the loss from discontinued
operations for the year ended December 31, 2004 and $0.6 million for the year
ended December 31, 2003. While operating expenses are expected to continue to
increase in 2005 as operating revenues increase, we expect these expenses to
remain consistent as a percentage of revenues.
Depreciation and amortization costs increased 38%, or $1.4 million, from $3.9
million in 2003 to $5.4 million in 2004. Depreciation expense increased $1.1
million due to the increase in revenue-producing assets, primarily from the
acquisitions of Trussco in June 2004 and AHI in November 2003. As a result of
management's first quarter 2004 change in the aviation fleet's estimated
residual value, depreciation expense decreased by approximately $0.3 million
compared to 2003. Additionally, amortization expense increased by $0.6 million
resulting primarily from amortization of intangible assets related to the
Trussco acquisition.
General and administrative expenses increased $6.1 million from $4.3 million
for 2003 to $10.4 million for 2004. Of this increase $2.2 million is
attributable to the Trussco acquisition, $2.7 million is related to professional
services and $0.4 million is related to payroll increases. Other general and
administrative expense increased by $0.8 million. General and administrative
expenses are expected to increase slightly in 2005 due to a full year's
inclusion of expenses resulting from our acquisition of Trussco, however, we
expect to take advantage of synergies relating to this acquisition, as well as,
maintain stringent controls of these costs.
During 2004, we recorded asset impairment charges of $4.2 million (See Note 1
to the Consolidated Financial Statements) related to the revaluation of certain
aviation equipment and prepaid repairs and assets held for sale resulting in a
change to expense of $0.6 million, $3.0 million and $0.6 million, respectively.
There was no impairment charge required to be recorded in 2003.
Interest expense was $5.2 million for the year ended December 31, 2004
compared to $1.4 million for the year ended December 31, 2003. The increase was
partially attributable to increased levels of debt including the convertible
debentures coupled with increased interest rates between the periods. Also, $1.6
million of the increase related to amortization of deferred loan costs and $0.9
million related to the amortization of debt discounts originally recorded in
conjunction with the convertible debentures in early 2004. We expect to manage
our senior debt facility as we explore strategic business opportunities.
We recorded a $1.1 million accounting loss in connection with the inducement
for early extinguishment of a portion of our convertible debentures during 2004.
There was no such charge in 2003.
Other expense (income) decreased from income of $0.1 million to expense of
$0.8 million. This increase in expense was due to costs incurred as a result of
financing transactions that did not close and the loss on the disposal of two
aircraft.
In 2003, we reversed $1.6 million of the net operating loss carry-forwards
previously reserved. There were no taxes recorded in 2004 due to the significant
net operating loss incurred. During 2004, the entire amount of the net operating
loss carryforward generated was fully reserved as it was determined that more
likely than not this increase in deferred tax asset would not be realized in the
future.
In 2003, we incurred $0.4 million in expenses related to the discontinuation
of our South American operations and we reported $0.2 million in income related
to the discontinuation of our Aviation operations in Brazoria, Texas. In 2004,
we incurred approximately $3.1 million in expenses related to the
discontinuation of operations in our Brazoria, Texas facility in connection with
our decision to exit that market (See Note 13 to the Consolidated Financial
Statements).
Accretion of preferred stock and preferred stock dividends remained constant
at $0.5 million for the years ended December 31, 2003 and 2004. Due to the
redemption of substantially all of the Preferred Stock during 2004, Preferred
Stock dividends and accretion will not be material in the future.
-24-
YEAR ENDED DECEMBER 31, 2002 COMPARED TO THE YEAR ENDED DECEMBER 31, 2003:
YEAR ENDED DECEMBER 31,
----------------------------
2002 2003
------------ ------------
(in thousands)
Operating revenue.............................................. $ 27,685 $ 35,823
Operating expenses.............................................
Direct costs................................................ 18,558 24,352
Depreciation and amortization............................... 3,684 3,879
General and administrative expenses......................... 3,571 4,251
------------ ------------
Total operating expenses................................. 25,813 32,482
------------ ------------
Operating income............................................... 1,872 3,341
Interest expense............................................... 1,179 1,397
Other (income) expense......................................... (115) (114)
------------ -------------
Income before taxes............................................ 808 2,058
Income tax benefit............................................. 400 1,600
------------ ------------
Net income from continuing operations.......................... 1,208 3,658
Loss from discontinued operations.............................. -- (175)
------------ ------------
Net income..................................................... 1,208 3,483
Accretion of preferred stock and preferred stock dividends..... (484) (484)
------------ ------------
Net income applicable to common and common equivalent shares... $ 724 $ 2,999
============ ============
Operating revenues increased 29%, or $8.1 million, from $27.7 million to
$35.8 million for the years ended December 31, 2002 and 2003, respectively. This
increase was due primarily to improved market conditions in the geophysical
industry in 2003. As a result, drilling revenues increased $7.0 million from
$24.6 million for the year ended December 31, 2002 to $31.6 million for the year
ended December 31, 2003. Aviation revenues increased $1.1 million from $3.1
million for the year ended December 31, 2002 to $4.2 million for the year ended
December 31, 2003, as we continued to concentrate on the more profitable
offshore market and, to a limited extent in the fourth quarter, our acquisition
of AHI. During the year ended December 31, 2003, $0.9 of revenue has been
re-classified into discontinued operations, as a result of the abandonment of
the Brazoria, Texas operations during 2004.
Direct costs increased 31%, or $5.8 million, from $18.6 million in 2002 to
$24.4 million in 2003. Operating payroll expense increased $2.0 million from
$9.2 million to $11.2 million for the years ended December 31, 2002 and 2003,
respectively. Also, as a result of the increased activity levels in 2003 as
compared to 2002, explosives expenses, repairs and maintenance expenses, fuel
and oil expenses, and insurance expense increased $1.6 million, $1.4 million,
$0.5 million, and $0.3 million, respectively.
Depreciation and amortization costs increased 5%, or $0.2 million, from $3.7
million in 2002 to $3.9 million in 2003. Depreciation expense increased $0.2
million due to the increase in revenue-producing assets between the periods
ended December 31, 2002 and 2003, respectively.
General and administrative expenses increased $0.7 million from $3.6 million
for 2002 to $4.3 million for 2003 due to realized savings in 2002 from
renegotiated lease and vendor agreements and lower legal expenses offset by a
$0.4 million commission received as a result of our agreement to facilitate the
private placement of approximately 1,650,000 shares of our common stock owned by
an affiliate and certain investors.
Interest expense was $1.4 million for the year ended December 31, 2003
compared to $1.2 million for the year ended December 31, 2002. Amortization
expense increased by $0.2 million resulting from a one time amortization expense
due to the refinancing of a more favorable senior credit facility, revolving
line of credit and equipment term loan.
Other income remained consistent at $0.1 million for each of the years ended
December 31, 2003 and 2002.
In 2003, we reversed $1.6 million of the net operating loss carry-forwards
previously reserved compared to $0.4 million of this related reserve reversed in
2002. It was determined that recent profitability indicated that the full
reserve on our deferred tax assets was not required as a portion was determined
to be realizable in future periods.
In 2003, we incurred $0.4 million in expenses related to the discontinuation
of the South American operations and Aviation income of $0.2 million with no
corresponding expense recorded in 2002. We had previously announced our
determination to discontinue our seismic operations in South America until
market conditions for seismic activity improved in South America.
-25-
Accretion of preferred stock and preferred stock dividends remained constant
at $0.5 million for the years ended December 31, 2002 and 2003.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2004, we had approximately $1.0 million in cash on hand as
compared to approximately $0.6 million at December 31, 2003. At December 31,
2004, we had a working capital deficit of approximately $22.1 million as
compared to available working capital of approximately $2.2 million at December
31, 2003. Our decrease in working capital was due to the operating losses in
2004 as well as an increase in our borrowings under our line of credit and the
classification of our Convertible Debentures as a current liability.
Classification of these amounts as a current liability is due, in part, to
certain alleged events of defaults on the instrument.
Cash provided by operating activities was $8.1 million, $5.5 million and $5.0
million in the years ended December 31, 2004, 2003 and 2002, respectively. The
largest contributing factors in all years were a result of non-cash transactions
and increases in accounts payable.
In August 2003, we completed a new $1.65 million real estate loan with a
bank. The proceeds were used to repay the existing real estate loan, the
principal balance of which totaled $1.7 million. We recorded a gain on the early
extinguishment of real estate debt of $0.01 million which was recognized as a
reduction of general and administrative expenses in the second quarter of 2003.
The new real estate loan is payable in 240 equal monthly installments of $10,042
with interest accruing at the prime interest rate plus 1.5% and is secured by
our corporate office, real estate and fabrication and maintenance facilities.
On November 20, 2003, we purchased American Helicopters, Inc. ("AHI") for an
aggregate acquisition price of $5.4 million including $4.6 million of cash and
the assumption of $0.8 million of certain liabilities. AHI operated 17
helicopters from base locations in Louisiana and Texas and was headquartered in
Angleton, Texas. The infrastructure received through this acquisition
significantly increased our ability to provide aviation services to oil and gas
companies operating in the offshore waters in the Gulf of Mexico. The results of
American's operations have been included in our consolidated financial
statements since the acquisition date.
In December 2003, we completed a $11.0 million senior credit facility with a
bank including an $8.0 million working capital revolving line of credit (the
"Line") and a $3.0 million term loan. The proceeds were used to repay $2.8
million of our term debt, refinance our then existing revolving line of credit
and provide working capital. In connection with the acquisition of Trussco on
June 30, 2004, the Line was increased to $12.0 million.
Availability under the Line is the lower of: (i) $12.0 million or (ii) the
sum of eligible accounts receivable, as defined under the agreement, plus the
lessor of: $2.0 million or 80% of the appraised orderly liquidation value of
eligible inventory of parts and supplies. The Line accrues interest at the prime
interest rate plus 1.5% (6.75% at December 31, 2004) and matures on December 31,
2006. The Line is collateralized by accounts receivable and inventory and is
subject to certain customer concentration limitations. As of December 31, 2004,
we had $9.2 million outstanding under the Line, of which $7.3 million resulted
from the acquisition of Trussco for cash. The weighted-average interest rate on
borrowings under our revolving lines of credit was 5.7% and 6.0% for the years
ended December 31, 2003 and 2004, respectively. Due to the lock-box arrangement
and the subjective acceleration clause of the Line agreement, the debt under the
Line has been classified as a current liability as of December 31, 2004, as
required by EITF 95-22, "Balance Sheet Classification of Borrowings Outstanding
under Revolving Credit Agreements that include both a Subjective Acceleration
Clause and a Lock-Box Arrangement". Furthermore, due to the Convertible
Debentures being in default and cross default provisions within the Line of
Credit Agreement, the Line is also in default.
On June 30, 2004, we purchased all of the issued and outstanding stock of
Trussco, Inc. and all of the membership interests in Trussco Properties, L.L.C.
(collectively "Trussco) for an aggregate acquisition price of $11.9 million,
including $7.3 million in cash, $3.0 million in 5% convertible promissory notes
payable to certain stockholders ("Stockholder Notes") maturing in June 2007, and
the assumption of approximately $1.6 million in debt and other liabilities. The
Stockholder Notes can be prepaid at any time and are convertible into shares of
our common stock at a price of $9.40 per share. Trussco is a leading provider of
dock-side and offshore tank, vessel, boat and barge cleaning services
principally to major and independent oil and gas companies operating in the Gulf
of Mexico. The acquisition will increase our revenue and customer base and
offers cross-selling opportunities with our aviation transportation division.
Correspondingly, $4.6 million was allocated to intangible assets attributable to
customer lists and other industry-specific intangible assets. The results of
Trussco operations are included in our consolidated financial statements since
the date of the acquisition.
On October 21, 2004, we completed a $6.5 million senior secured loan ("Bridge
Loan") with Beal Bank, SSB. The Bridge Loan accrued interest at the rate of 12%
per annum, matured January 15, 2005, and is collateralized by specific seismic
assets, certain Trussco equipment and three Bell helicopters. The proceeds were
used to repay debt, pay the October Put Option on the Convertible Debentures
discussed below and for working capital purposes.
On January 21, 2005, we entered into a forbearance agreement with Beal Bank,
SSB take off period, which increased the interest rate from 12% to 17% and
extended the maturity of the Bridge Loan to March 15, 2005. The forbearance
agreement has been amended to extend the
-26-
maturity to April 15, 2005. In connection with the execution of the forbearance
agreement and the extension thereof, we have reduced the outstanding principal
balance by $0.6 million subsequent to December 31, 2004. We are currently in
negotiations to extend the maturity date of the Bridge Loan. Furthermore, due
to the line being in default and cross default provisions within the Bridge
Loan Agreement, the Bridge loan is in default.
Long-term debt consists of the following at December 31:
DECEMBER 31,
-------------------
2003 2004
-------- -------
(in thousands)
Notes payable to a finance company with interest at 10.24% maturing May 18, 2008
secured by an aircraft ................................................................................. $ 207 $ 168
Notes payable to a finance company, variable interest rate at LIBOR plus 5.0% (6.12 % and 7.42% at
December 31, 2003 and 2004 respectively) maturing July 31, 2006, secured by various property and
equipment .............................................................................................. 1,145 867
Notes payable to a bank with interest payable at Prime plus 1.5% (5.5% and 6.75% at December 31, 2003
and 2004 respectively) maturing July 31, 2023, secured by real estate .................................. 1,633 1,392
Notes payable to a bank with interest payable at Prime plus 1.75% (5.75% at December 31, 2003
respectively) maturing December 31, 2006, secured by various property and equipment .................... 3,000 --
Notes payable to a finance company with interest at 8% maturing January 1, 2007, secured by various
aircraft ............................................................................................... 1,838 --
Notes payable to a finance company with interest at 6.26% maturing March 17, 2006, secured by various
aircraft ............................................................................................... -- 1,697
Notes payable to a bank with interest at 8.13%, maturing June 20, 2009, secured by an aircraft ........... -- 238
Notes payable to a finance company with interest at 8%, maturing February 10, 2013, secured by real
estate ................................................................................................. -- 214
Notes payable to a bank, with interest at 12%, maturing April 15, 2005, secured by various property and
equipment .............................................................................................. -- 6,500
Convertible promissory notes payable to certain former stockholders of Trussco, Inc. with interest at
5% maturing in June 2007 ............................................................................... -- 3,000
Other debt ............................................................................................... -- 86
Capital lease payable to leasing companies secured by vehicles ........................................... 491 1,198
Capital leases payable to finance companies secured by various aircraft .................................. 3,361 9,100
-------- -------
Total ................................................................................................ 11,675 24,460
Less: Current maturities ............................................................................... 2,051 11,608
-------- -------
Long-term debt, less current maturities ................................................................ $ 9,624 $12,852
======== =======
CONVERTIBLE DEBENTURES
Pursuant to a Securities Purchase Agreement dated February 12, 2004, we
issued (i) $10,000,000 in principal amount of 3-year, 6.5% fixed rate,
Convertible Debentures (the "Debentures") that are convertible into shares of
common stock at an initial conversion price of $7.15 per share, (ii) 1-year
common stock Series A Warrants to purchase an aggregate of 700,000 shares of
Common Stock at an initial exercise price of $7.15 per share and (iii) 5-year
Common Stock Series B Warrants to purchase an aggregate of 390,000 shares of
Common Stock at an initial exercise price of $8.50 per share. The warrants are
not exercisable for a period of six months and one day after the issue date of
such warrants and in no event will the exercise prices of such warrants be less
than $6.15 per share. In accordance with APB Opinion No. 14, the warrants were
valued at a fair market value of $0.9 million using the Black Scholes model. The
value of these warrants were recorded as debt discount with a corresponding
amount recorded to paid in capital at the date of issuance. The issuance of the
Debentures was made pursuant to a private placement in reliance on Section 4(2)
of the Securities Act of 1933.
On April 15, 2004, in accordance with the Securities Purchase Agreement, we
issued (i) $5,050,000 in principal amount of 3-year, 6.5% fixed rate,
Convertible Debentures (collectively with the aforementioned February 12, 2004
issuance hereinafter referred to as the "Debentures") that are convertible into
shares of common stock at an initial conversion price of $7.20 per share, and
(ii) 5-year Common Stock Series A Warrants to purchase an aggregate of 151,500
shares of common stock at an initial exercise price of $9.00 per share. The
warrants are not exercisable for a period of six months and one day after the
issue date of such warrants and in no event will the exercise prices of such
warrants be less than $7.11 per share. In accordance with APB Opinion No. 14,
the warrants were valued at a fair market value of $0.2 million using the Black
Scholes model. The value of the warrants and beneficial conversion feature were
recorded as a debt discount with a corresponding amount recorded to paid in
capital at the date of issuance. The issuance of the Debentures was made
pursuant to a private placement in reliance on Section 4(2) of the Securities
Act of 1933.
Total proceeds of $14.2 million was received from the issue of these
Debentures, after expenses. Of the total proceeds received, $8.2 million was
used to redeem the Series A Preferred Stock and dividends in February 2004, $4.9
million was used to redeem the Series B Preferred Stock and dividends in March
and April 2004 and the balance used for working capital purposes (See Note 9 to
the Consolidated Financial Statements).
-27-
The debt discounts for the February 12, 2004 and April 15, 2004 debentures
were $0.9 million and $0.2 million, respectively. The debt discounts are being
amortized to interest expense using the effective interest method over the
period in which the debentures can be put to the Company. A total of $0.9
million is included in interest expense and $0.2 million loss on extinguished
related to the amortization of the debt discounts for the year ended December
31, 2004. Due to the debentures being in default the entire amount of the debt
discount has been charged to expense as of December 31, 2004.
Prior to maturity of the Debentures, the holders of the Debentures have the
right to require the repayment or conversion of up to an aggregate of $13.17
million of the Debentures (the "Put Option"). We registered 5,012,237 shares
effective June 30, 2004 covering the common stock that may be issuable pursuant
to the conversion of the Debentures and the exercise of the Put Option and all
associated warrants, including additional shares that may be issuable due to
adjustments for conversion price upon the Debenture conversion, payment of
interest with shares and/or the exercise of warrants due to subdivision or
combination of our common stock. Pursuant to the Debenture agreement, the
registration of the related common stock triggered the ability of the Debentures
holders to exercise the Put Option in ten consecutive non-cumulative and equal
monthly installments equal to 8.75% of the face value of the Debentures
beginning August 1, 2004. Accordingly the Debentures, net of debt discount,
were classified as a current liability in the Consolidated Balance Sheet at
December 31, 2004. Management's intent was to redeem the Put Options with cash
upon receipt of notice from the debenture holders. We received, and redeemed for
cash, notices from the holders of the Debentures exercising their Put Option for
August, September and October 2004. Upon receipt of the Debenture Holders'
intent to exercise a Put Option, we have the irrevocable option to deliver cash
or, if certain conditions set forth in the Debentures are satisfied, shares of
our common stock. If we elect to pay the Put Option with common stock, the
underlying shares will be valued at a 12.5% discount to the average trading
price of our common stock for the applicable pricing period, as defined in the
Debenture agreement. The number of shares we would deliver is equal to the value
of the Put Option installment due divided by the fair market value of our common
stock for the applicable pricing period discounted at 12.5%. We have not
redeemed for cash or stock notices received from the Debenture Holders
exercising their Put Option for the months of November and December 2004 and
January, February, March and April 2005.
As provided for in the terms of the applicable Securities Purchase
Agreements, the Debenture holders received Put Option payments of $1.3 million
in principal, plus accrued interest, each on August 5, 2004, on September 9,
2004 and on October 25, 2004. In accordance with APB Opinion No. 26, we recorded
$1.1 million as a loss on extinguishment of debt in 2004 as a result of the
early extinguishment of these portions of the Debentures. (See Note 4 to the
Consolidated Financial Statements)
On October 8, 2004, we entered into an Amendment and Conditional Waiver
Agreement (the "Amendment") with the holders of the Debentures. Under the terms
of the Amendment, the Debenture holders granted the Company, among other things,
the right to pre-pay in cash all, but not less than all, of the outstanding
Debentures held by each holder on or prior to November 15, 2004. In exchange for
such right, we agreed to allow the holders of the Debentures to convert $2,000
of the principal amount of the April 15, 2004 Debentures into 200,000 shares of
common stock at a revised conversion price of $0.01 per share. As a result of
this conversion and in accordance with the requirements of SFAS No 84, "Induced
Conversions of Convertible Debt, an amendment to APB Opinion No. 26," we
recorded $0.9 million in debt conversion expense in 2004.
On January 25, 2005, we filed suit in United States District Court, Western
District of Louisiana (the "16(b) litigation") against the holders of our 6.5%
Subordinated Convertible Debentures and other third parties (collectively, the
"Debenture Holders"). The suit alleges violations by the Debenture Holders
pursuant to Section 16(b) of the Securities Exchange Act of 1934. We believe the
Debenture Holders acted together for the purpose of illegally acquiring,
holding, voting or disposing our equity securities during relevant time periods
and have exerted an adverse group influence on OMNI and our equity securities.
The suit seeks the disgorgement of profits realized by the Debenture Holders
from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside") notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate principal amount of $2,765,625, on March 2, 2005. As of April 15,
2005, we have not redeemed any of the Portside Debentures. Portside also
notified us of its intention to commence a civil action against us to obtain a
judgement with respect to all amounts owed to it under the Portside Debentures.
To our knowledge, the threatened civil action has not commenced. Should
Portside, in fact, commence the threatened civil action, we intend to vigorously
defend the litigation, as well as, pursuing all available remedies including
those available pursuant to the aforementioned 16(b) litigation filed against
the Debenture Holders.
CAPITAL RESOURCES
Historically, our capital requirements have primarily related to the purchase
or fabrication of new seismic drilling equipment and related support equipment,
additions to our aviation fleet and new business acquisitions. In 2002, we
acquired the assets of AirJac Drilling and approximately $0.4 million of new
vehicles accounted for as a capital lease. In 2003, we acquired American
Helicopters, Inc. of which approximately $3.5 million of aircraft are accounted
for as capital leases and purchased approximately $0.2 million of new vehicles
are accounted for as capital leases. In 2004, we acquired Trussco, Inc. (See
Note 12 to the Consolidated Financial Statements), purchased approximately
$6.4 million of aircraft which are accounted for as capital leases and purchased
approximately $0.8 million of new vehicles which are accounted for as capital
leases. In 2005, we plan to continue to explore strategic business
opportunities, continue renewal of our rolling stock and expand and upgrade
Trussco's operations.
-28-
GOING CONCERN
The accompanying consolidated financial statements have been prepared
assuming the Company will continue on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has suffered a significant loss from operations
during the current year, has a working capital deficit, is currently in default
on certain of its debt instruments, and will require capital funding from
sources other than operations to meet its current debt obligations. In the past
two years, the Company has been required to raise additional capital by the
issuance of both equity and debt instruments. There are no commitments from
funding sources, debt or equity, in the event that cash flows are not sufficient
to fund ongoing operations or other cash commitments as they come due. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management will be required to raise additional capital in the
near term through offerings of equity or debt securities to fund the Company's
debt service obligations and its operations. No assurance can be given that such
financing will be available or, if available, that it will be on commercially
favorable terms. Moreover, available financing may be dilutive to current
investors.
The Company is in the process of securing capital from prospective investors,
that if successful, in conjunction with cash flows from operations and sales of
certain non-core assets, will be used to fund its current debt service
obligations and serve to mitigate the factors that have raised doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets or liabilities that might be necessary should
the Company be unable to continue as a going concern.
RELATED PARTY TRANSACTIONS
During the years ended December 31, 1999, 2000 and 2001, we privately placed
with an affiliate subordinated debentures totaling $7.5 million, $3.4 million
and $1.5 million, respectively. The debentures matured five years from their
date of issue and accrued interest at various rates ranging from a fixed rate of
12% per annum to a variable rate of interest starting at 12% per annum and
escalating to 20% per annum. In October 2000, we agreed to convert $4.6 million
of the subordinated debentures into our Series A Preferred. In May 2001, we
agreed to pay the affiliate $3.0 million cash plus issue to the affiliate $4.6
million of the Company's Series B Preferred in satisfaction of all of the
remaining outstanding subordinated debentures including accrued interest of $1.8
million. This transaction resulted in the affiliate agreeing to forgive $1.0
million of indebtedness, which was reflected as a capital contribution from the
affiliate (See Note 9 to the Consolidated Financial Statement for the accounting
for preferred stock). In February 2004 and April 2004, we issued $10 million and
$5.05 million, respectively, of 6.5% Subordinated Convertible Debentures (See
Note 4 to the Consolidated Financial Statements). The proceeds were used to
redeem $8.2 million of the Series A Preferred Stock outstanding, including
accrued dividends. The remaining 25 shares of Series A Preferred were redeemed
in April 2004 for $0.03 million. At December 31, 2004 there are no Series A
Preferred outstanding. During the first quarter of 2004, we redeemed 2,286
shares of the Series B Preferred for $2.4 million, including accrued dividends.
In April 2004, we redeemed 2,285 shares of the total of 2,314 shares of the
Series B Preferred outstanding for $2.5 million, including accrued dividends. At
December 31, 2004, 29 shares of Series B Preferred Stock remain outstanding.
In connection with the original issuance of the subordinated debentures, we
issued to the affiliate detachable warrants to purchase 1,912,833 shares of our
common stock, of which 293,055 warrants were transferred in 2003 to settle
certain litigation (See Note 9 to the Consolidated Financial Statements) and
858,678 warrants were cancelled in 2003. The balance of 761,100 warrants was
exercised in the first quarter of 2004 at an exercise price of $2.25.
During 2003, we entered into an agreement to facilitate the private placement
of approximately 1,650,000 shares of our common stock owned by an affiliate and
certain investors. The sale of the stock covered by this agreement closed in the
fourth quarter of 2003, resulting in our receipt of $0.4 million cash which is
reflected as a reduction in our general and administrative expenses in the
accompanying Consolidated Financial Statements.
During 2003, in order to facilitate a settlement of ongoing litigation
between certain of our affiliates, we agreed to re-price and extend the maturity
dates of certain warrants owned by the defendant affiliates but transferred in
settlement of the litigation to the plaintiff affiliates. The exercise prices of
the transferred warrants ranged from $2.25 - $6.00 per share. The maturity dates
of the transferred warrants ranged from November 1, 2004 to July 1, 2005. The
transferred warrants were re-priced at $1.54 per share and the maturity dates
were extended to November 1, 2006. Our statement of operations includes a
non-recurring charge of approximately $0.1 million representing the differences
in the fair market value of the originally issued warrants and the re-priced
warrants. In 2004 all re-priced warrants were exercised.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The discussion and analysis of financial condition and results of operation
are based upon our consolidated financial statements, which have been prepared
in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. We
evaluate our estimates on an on-going basis, based on historical experience and
on various other assumptions that we believe to be reasonable under the
circumstances. Actual results may differ from these estimates under different
assumptions or conditions.
We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.
We extend credit to customers and other parties in the normal course of
business. We regularly review outstanding receivables, and provide for estimated
losses through an allowance for doubtful accounts. In evaluating the level of
established reserves, we make judgments regarding the parties' ability to make
required payments, economic events and other factors. As the financial condition
of these parties change, circumstances develop or additional information becomes
available, adjustments to the allowance for doubtful account may be required.
Due to the nature of our industry, we may periodically have concentration of
credit risks. As a result, adjustments to the allowance for doubtful accounts
may be significant.
We have made significant investments in inventory to service our equipment.
On a routine basis, we use judgments in determining the level of reserves
required to state inventory at the lower of cost or market. Technological
innovations, market activity levels and the physical condition of products
primarily influence our estimates. Changes in these or other factors may result
in adjustments to the carrying value of inventory.
-29-
Deferred tax assets and liabilities are recognized for differences between
the book basis and tax basis of our net assets. In providing for deferred taxes,
we consider current tax regulations, estimates of future taxable income and
available tax planning strategies. We have established reserves to reduce our
net deferred tax assets to estimated realizable value. If tax regulations
change, operating results or the ability to implement tax planning strategies
vary, adjustments to the carrying value of our net deferred tax assets and
liabilities may be required. In making this determination, we have considered
future income in assessing the ultimate recoverability of the recognized net
deferred tax asset.
We record liabilities for environmental obligations when remedial efforts are
probable and the costs can be reasonably estimated. Our estimates are based on
currently enacted laws and regulations. As more information becomes available or
environmental laws and regulations change, such liabilities may be required to
be adjusted. Additionally, in connection with acquisitions, we obtain
indemnifications from the seller related to environmental matters. If the
indemnifying parties do not fulfill their obligations, adjustments of recorded
amounts may be required.
We maintain insurance coverage for various aspects of our business and
operations. We retain a portion of losses that occur through the use of
deductibles and, to a limited extent, self-funded insurance programs. We
regularly review estimates of reported and unreported claims and provide for
losses through insurance reserves. As claims develop and additional information
becomes available, adjustments to loss reserves may be required.
CONTRACTUAL COMMITMENTS
On June 30, 2004, we amended Restricted Stock Incentive Agreements with
certain executive officers into Amended and Restated Incentive Agreements
(collectively referred to hereinafter as the "Incentive Agreements") that award
stock and/or cash on various vesting dates. Under the terms and conditions of
the Incentive Agreements, two executive officers received 40,454 shares and
50,000 shares, respectively. The stock was held in escrow, registered in the
name of the executive officers, until it vested 100% on November 4, 2004. Tax
equalization payments were also paid to the two executive officers totaling $0.1
million at June 30, 2004. The awards were fair valued at a per share price of
$5.05 at June 30, 2004 and recorded, in full, as compensation expense of $0.5
million.
The Incentive Agreements also grant these executive officers the right to
receive two cash payments each equal to the fair market value of 60,673 shares
and 75,000 shares of our common stock, respectively, on the first business day
following our annual stockholders' meeting in 2005 and in 2006. The amounts of
such stock-based awards to the executive officers on each vesting date may be
paid in cash or, at the sole option of the Compensation Committee, in additional
common stock, provided such shares are available for issuance pursuant to the
terms of the Fourth Amended and Restated OMNI Energy Services Corp. Stock
Incentive Plan (hereinafter the "Plan"). Such shares were not available until
November 30, 2004, when the number of shares available under the Plan was
increased after approval by the stockholders. From June 30, 2004
until November 30, 2004 the awards were accounted for under FASB Interpretations
(FIN) No. 28 "Accounting for Stock Appreciation Right and Other Variable Stock
Option or Award Plans" as a variable plan, which requires that compensation will
be measured at the end of each period at the quoted market price of a share of
our common stock and the change in the value of the incentive awards be changed
to expense. As such, the awards were revalued at the end of each reporting
period at the quoted market price of a share of our common stock. At November
30, 2004, the market value of a share of our common stock was $2.93 resulting in
compensation expense under variable accounting of $0.5 million to be recognized
through that date. Effective November 30, 2004, the Company amended these
incentive agreements to provide for 100% vesting of the restricted stock and
have put into escrow the number of shares of common stock to settle the award.
Accordingly the previous unvested portion of the award was charged to expense
which totaled $0.8 million and was recorded as compensation expense as of
December 31, 2004.
We also entered into Stock-Based Award Incentive Agreements (hereinafter
"SBA") with certain executive officers on June 30, 2004. The SBA shall become
computed and payable: (a) on the date of the Employee's termination of
employment (for any reason other than resignation or termination for cause), (b)
90 days after the executive's death or disability or (c) upon a Change in
Control. The executive managers were awarded 45% and 55%, respectively, of: (1)
10% of the fair market value (hereinafter "FMV"), defined as the average closing
price per share on the NASDAQ National Market over the five prior trading days
times the number of issued and outstanding shares of the Company, of a share of
the Company's common stock greater than or equal to $1.00 but less than $1.50,
plus (2) 15% of the FMV of a share of the Company's common stock greater than or
equal to $1.50 but less than $2.50, plus (3) 20% of the FMV of a share of the
Company's common stock greater than or equal to $2.50 but less than $10.00, plus
(4) 15% of the FMV of a share of the Company's common stock greater than or
equal to $10.00 but less than $20.00, plus (5) 10% of the FMV of a share of the
Company's common stock greater than or equal to $20.00. If no payments have been
made, the right terminates on December 31, 2008 or upon termination of
employment for resignation or cause, whichever occurs first. The intrinsic value
of this award at December 31, 2004 is $1.4 million but no compensation expense
has been recorded at December 31, 2004 because the award is contingent on future
events, none of which are considered probable at December 31, 2004.
In addition, we entered into employment contracts with certain key executive
management effective until December 31, 2008 with automatic extensions for
additional, successive one year periods commencing January 1, 2009, unless
either party gives notice of non-renewal as provided for under the terms of the
employment contracts.
-30-
In connection with the Trussco acquisition (See Note 12 to the
Consolidated Financial Statements), we entered into employment contracts with
three former Trussco stockholders effective until December 31, 2006 with
automatic extensions for additional, successive one year periods commencing
January 1, 2007, unless either party gives notice of non-renewal as provided for
under the terms of the employment contracts. Subsequent to December 31, 2004,
two of these employment contracts were terminated.
In connection with the acquisition of Trussco, we issued to certain former
shareholders of Trussco a promissory note ("Earnout Note") that will earn
interest at a rate of 5% per annum of the amount owed. Under the terms of the
Earnout Note, we agree to pay these shareholders on or before June 30, 2007, the
lesser of (i) the amount of $3 million, or (ii) the sum of the product of 3.12
times Trussco's average annual EBITDA (earnings before interest, taxes
depreciation and amortization) for the thirty-six month period ending December
31, 2006 less the sum of $9 million plus the long-term and former shareholder
debt existing as of June 30, 2004 of Trussco that we assumed which totaled $1.5
million. At December 31, 2004, no amounts have been accrued under the terms of
the Earnout Note as no amounts are owed.
We have the following contractual debt obligations as of December 31,
2004:
PAYMENTS DUE BY PERIOD
----------------------------------------------------
LESS THAN 1-3 AFTER
TOTAL 1 YEAR YEARS 4 YEARS
------------ ----------- ------------- ---------
Long-term debt............................................... $ 14,162 $ 7,279 $ 5,465 $ 1,418
Capital lease obligations.................................... 10,298 4,329 5,037 932
Line of credit............................................... 9,162 9,162 -- --
Convertible debentures....................................... 11,097 11,097 -- --
Insurance notes.............................................. 2,500 2,500 -- --
------------ ----------- ------------- ---------
Total Contractual Cash..................................... $ 47,219 $ 34,367 $ 10,502 $ 2,350
============ =========== ============= =========
We have the following operating lease commitments as of December 31, 2004:
PAYMENTS DUE BY PERIOD
----------------------------------
2005 2006 2007 2008
---- ---- ---- ----
Operating leases $243 $116 $ 36 $ 15
==== ==== ==== ====
We believe that cash flow generated from operations in 2005 will be
sufficient to fund our working capital needs, satisfy our debt service
requirements and contractual commitments, and fulfill our un-financed capital
expenditure needs for at least the next twelve months.
OFF BALANCE SHEET ARRANGEMENTS
We currently have no off balance sheet arrangements.
RECENTLY ISSUED UNIMPLEMENTED ACCOUNTING PRONOUNCEMENTS
On December 16, 2004, the FASB issued SFAS No. 123 (revised 2004),
"Share-Based Payment" ("SFAS No. 123(R)"). SFAS No. 123(R) will require
companies to measure all employee stock-based compensation awards using a fair
value method and record such expense in its consolidated financial statements.
In addition, the adoption of SFAS No. 123(R) requires additional accounting and
disclosure related to the income tax and cash flow effects resulting from
share-based payment arrangements. SFAS No. 123(R) is effective beginning as of
the first interim or annual reporting period beginning after December 15, 2005.
The Company is in the process of determining the impact of the requirements of
SFAS No. 123(R). The Company believes it is likely that the impact of the
requirements of SFAS No. 123(R) will significantly impact the Company's future
results of operations and continues to evaluate it to determine the degree of
significance.
In December 2004, SFAS No. 153, "Exchanges of Nonmonetary Assets - an
amendment of APB Opinion No. 29" is effective for fiscal years beginning after
June 15, 2005. This Statement addresses the measurement of exchange of
nonmonetary assets and
-31-
eliminates the exception from fair value measurement for nonmonetary exchanges
of similar productive assets in paragraph 21(b) of APB Opinion No. 29,
"Accounting for Nonmonetary Transactions" and replaces it with an exception for
exchanges that do not have commercial substance. The adoption of SFAS No. 153 is
expected to have no impact on the Company's consolidated financial statements.
SUBSEQUENT EVENTS
At December 31, 2004, we had certain non-essential aviation assets
reported as "Held for Sale" which were ultimately sold subsequent to the year
ended December 31, 2004 for $2.9 million in cash and extinguishment of debt. For
the twelve month period ended December 31, 2004, we recorded an impairment of
$0.6 million representing the write down of these non-essential aviation assets
to their expected net realizable value.
On March 7, 2005, we received a commitment letter from an Institutional
Investor to provide us with $50 million of equipment term financing ("Term A
Loan"). Under the terms of the commitment letter, funding under the Term A Loan
will be limited to the lesser of $50 million and the sum of (i) 85% of the
orderly liquidation value of our aviation fleet; (ii) 75% of the orderly
liquidation value of our seismic drilling and environmental equipment; and (iii)
50% of the fair market value of certain real estate. Proceeds from the Term A
Loan will be used to re-finance certain long-term debt, provide working capital
and establish funding necessary to complete various strategic transactions under
Consideration. Closing is subject to negotiation, execution and delivery of loan
and contractual documentation reasonably satisfactory to the lender.
The Term A Loan will mature 60 months after closing and with level
amortization of the principal, quarterly in arrears, to a 50% balloon at the
maturity date. The Term A Loan will initially accrue interest at the rate of the
30-day LIBOR plus 6.5%, payable quarterly. Further, in connection with the
completion of the Term A Loan, the Line (See Note 4) will be increased from $12
million to $15 million, the maturity will be extended to be concurrent with the
Term A Loan and will contain cross default provisions.
On January 25, 2005, we filed suit in United States District Court,
Western District of Louisiana (the "16(b) litigation") against the holders of
our 6.5% Subordinated Convertible Debentures and other third parties
(collectively, the "Debenture Holders"). The suit alleges violations by the
Debenture Holders pursuant to Section 16(b) of the Securities Exchange Act of
1934. We believe the Debenture Holders acted together for the purpose of
illegally acquiring, holding, voting or disposing our equity securities during
relevant time periods and have exerted an adverse group influence on OMNI and
our equity securities. The suit seeks the disgorgement of profits realized by
the Debenture Holders from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside") notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate principal amount of $2,765,625, on March 2, 2005. Portside also
notified us of its intention to commence a civil action against us to obtain a
judgement with respect to all amounts owed to it under the Portside Debentures.
Portside's acceleration of the maturity of the Debentures and its
potential commencement and prosecution of a civil action against us to obtain a
judgement with repect to all amounts owed to it under the Debentures are subject
to the terms of certain Subordination and Intercreditor Agreements (the
"Subordination Agreements") between the Debenture Holders and Webster Business
Credit Corporation (the "Agent"). Pursuant to the Subordination Agreements,
Portside is not authorized to receive payments in respect to the Debentures as a
result of the acceleration date of the debentures or enforce any such judgement
without the prior written consent of Agent, except upon the earliest to occur
of, among other things, (i) acceleration of the senior debt, (ii) commencement
of enforcement of any rights and remedies under the senior debt documents or
applicable law with respect to the senior debt or the senior debt documents,
(iii) the institution of any Proceeding (as defined in the Subordination
Agreements), or (iv) the passage of 180 days from the date on which Agent
received written notice of the default from Portside.
To our knowledge, the threatened civil action has not commenced. Should
Portside, in fact, commence the threatened civil action, we intend to vigorously
defend the litigation, as well as, pursuing all available remedies including
those available pursuant to the aforementioned 16(b) litigation filed against
the Debenture Holders.
In April 2005, we reached a tentative settlement ("Portside Settlement")
with Portside. Under the terms of the Portside Settlement, we agreed to pay
Portside $1.0 million cash and issue them 500,000 shares of our common stock in
exchange for the extinguishment of approximately $2.8 million of our 6.5%
Subordinated Convertible Debentures and the dismissal of Portside from the 16(b)
litigation. Completion of the Portside Settlement is contingent upon completion
of a mutually satisfactory settlement agreement and release from Portside and
other Debenture holders.
On January 21, 2005 we entered into a forbearance agreement with Beal
Bank, SSB, which increased the interest rate from 12% to 17% and extended the
maturity of the Bridge Loan to March 15, 2005. The forbearance agreement has
been amended to extend the maturity to April 15, 2005. In connection with the
execution of the forbearance agreement and the extension thereof, we have
reduced the outstanding principal balance by $0.6 million. We are currently in
negotiations to extend the maturity date of the Bridge loan.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTEREST RATE RISK
We are exposed to interest rate risk due to changes in interest rates,
primarily in the United States. Our policy is to manage interest rates through
the use of a combination of fixed and floating rate debt. We currently do not
use any derivative financial instruments to manage our exposure to interest rate
risk. The table below provides information about the future maturities of
principal for outstanding debt instruments at December 31, 2004. All instruments
described are non-traded instruments and approximated fair value.
2005 2006 2007 2008 2009
-------- ------- -------- ------- --------
(DOLLARS IN THOUSANDS)
Long-term debt
Fixed Rate................................................. $ 11,284 $ 1,793 $ 4,773 $ 3,197 $ 1,154
Average interest rate.................................... 10.42% 6.7% 5.9% 8.0% 9.7%
Variable Rate............................................. $ 324 $ 636 $ 50 $ 53 $ 1,196
Average interest rate.................................... 7.3% 7.3% 6.3% 6.3% 6.3%
Short-term debt
Fixed Rate................................................. $ 13,597 -- -- -- --
Average interest rate.................................... 6.1% -- -- -- --
Variable Rate............................................. $ 9,162 -- -- -- --
Average interest rate.................................... 6.75% -- -- -- --
INTEREST RATE EXPOSURE
Our exposure to changes in interest rates primarily results from our
long-term debt with both fixed and floating interest rates. The debt on our
consolidated financial statements with fixed interest rates totals $35.8. At
December 31, 2004, 9% of our consolidated long-term debt was subject to variable
interest rates. The detrimental effect of a hypothetical 100 basis point
increase in interest rates would be to increase net loss before provision for
income taxes by approximately $0.1 million for the year ended December 31, 2004.
FOREIGN CURRENCY RISKS
We transact 100% of our business in U.S. dollars, thus we are not subject
to foreign currency exchange risks.
-32-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
PAGE
----
Reports of Independent Registered Public Accounting Firms....................................................... 34
Consolidated Balance Sheets as of December 31, 2003 and 2004.................................................... 37
Consolidated Statements of Operations for the Years Ended December 31, 2002, 2003 and 2004...................... 38
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2002, 2003 and 2004............... 39
Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2003 and 2004...................... 41
Notes to Consolidated Financial Statements...................................................................... 42
-33-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
OMNI Energy Services Corp.
We have audited the accompanying consolidated balance sheet of OMNI Energy
Services Corp. as of December 31, 2004 and the related consolidated statements
of operations, stockholders' equity and cash flows for the year then ended.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of OMNI Energy
Services Corp. at December 31, 2004, and the consolidated results of its
operations and its cash flows for the year then ended in conformity with U.S.
generally accepted accounting principles.
As referred to in Note 1, the accompanying consolidated financial
statements have been prepared assuming the Company will continue on a going
concern basis, which contemplates the realization of assets and the satisfaction
of liabilities in the normal course of business. The Company has suffered a
significant loss from operations during the current year, has a working capital
deficit, is currently in default on certain of its debt instruments, and will
require capital funding from sources other than operations to meet its current
debt obligations. In the past two years, the Company has been required to raise
additional capital by the issuance of both equity and debt instruments. There
are no commitments from funding sources, debt or equity, in the event that cash
flows are not sufficient to fund ongoing operations or other cash commitments as
they come due. These factors raise substantial doubt about the Company's ability
to continue as a going concern. Management will be required to raise additional
capital in the near term through offerings of equity or debt securities to fund
the Company's debt service obligations and its operations. No assurance can be
given that such financing will be available or, if available, that it will be on
commercially favorable terms. Moreover, available financing may be dilutive to
current investors.
Management's plans regarding these matters are also described in Note 1.
The Consolidated Financial Statements do not include any adjustments that might
result from the outcome of this uncertainty.
/s/ Pannell Kerr Forster of Texas, P.C.
Houston, Texas
April 4, 2005
-34-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
OMNI Energy Services Corp.
We have audited the accompanying consolidated balance sheet of OMNI Energy
Services Corp. as of December 31, 2003 (as restated), and the related
consolidated statements of operations, stockholders' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the Standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
As referred to in Note 1, the Balance Sheet as of December 31, 2003 has
been restated to reclassify the line of credit from long-term to current in
accordance with EITF-95-22 "Balance Sheet Classification of Borrowings
Outstanding under Revolving Credit Agreements that include both a Subjective
Acceleration Clause and a Lock-Box Arrangement."
In our opinion, the 2003 financial statements referred to above present
fairly, in all material respects, the consolidated financial position of OMNI
Energy Services Corp. as of December 31, 2003, and the consolidated results of
its operations and its cash flows for the year then ended in conformity with
U.S. generally accepted accounting principles.
/s/ FITTS, ROBERTS & CO., P.C.
Houston, Texas
March 12, 2004
-35-
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders of
OMNI Energy Services Corp.
We have audited the accompanying consolidated statements of operations,
stockholders' equity, and cash flows of OMNI Energy Services Corp. for the year
ended December 31, 2002. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with the Standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, the 2002 financial statements referred to above present
fairly, in all material respects, the consolidated results of operations and
cash flows of OMNI Energy Services Corp. for the year ended December 31, 2002,
in conformity with U.S. generally accepted accounting principles.
/s/ Ernst & Young LLP
New Orleans, Louisiana
March 27, 2003
-36-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31,
------------------------
2003 2004
----------- ------------
(dollars in thousands)
------------------------
(restated)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................................................ $ 572 $ 1,043
Trade receivables, net................................................................................... 9,196 11,666
Other receivables........................................................................................ 78 62
Parts and supplies inventory............................................................................. 3,289 3,816
Prepaid expenses and other current assets................................................................ 3,058 3,432
Deferred tax asset....................................................................................... 2,000 2,000
Assets held for sale..................................................................................... -- 3,942
----------- -----------
Total current assets.................................................................................... 18,193 25,961
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, NET....................................................................... 27,110 29,804
----------- -----------
OTHER ASSETS:
Goodwill................................................................................................. 2,006 2,006
Customer intangible assets, net.......................................................................... 1,720 1,620
Licenses, permits and other intangible assets, net....................................................... -- 5,378
Other assets............................................................................................. 1,260 1,144
----------- -----------
4,986 10,148
----------- -----------
TOTAL ASSETS............................................................................................ $ 50,289 $ 65,913
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................................................................................ $ 5,326 $ 11,351
Accrued expenses........................................................................................ 1,627 2,379
Current maturities of long-term debt.................................................................... 2,051 11,608
Insurance notes payable ................................................................................ 2,314 2,500
Line of credit.......................................................................................... 4,633 9,162
Convertible debentures.................................................................................. -- 11,097
----------- -----------
Total current liabilities............................................................................. 15,951 48,097
----------- -----------
LONG-TERM LIABILITIES:
Long-term debt, less current maturities................................................................. 9,624 12,852
Other long-term liabilities............................................................................. 328 100
----------- -----------
Total long-term liabilities............................................................................. 9,952 12,952
----------- -----------
Total liabilities..................................................................................... 25,903 61,049
----------- -----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Convertible 8% Preferred stock, no par value, 5,000,000 shares authorized; 7,500 shares of Series A and
4,600 shares of Series B issued and outstanding at December 31, 2003 and 29 shares of Series B issued
and outstanding at December 31, 2004, liquidation preference of $1,000 per share........................ 12,100 29
Common stock, $.01 par value, 45,000,000 shares authorized; 9,569,729 and 11,679,565 issued and 9,207,929
and 11,408,219 outstanding at December 31, 2003 and 2004, respectively.................................. 96 117
Treasury stock, 361,800 and 271,346 shares, at cost, at December 31, 2003 and 2004, respectively......... (706) (529)
Preferred stock dividends declared....................................................................... 484 2
Additional paid-in capital............................................................................... 57,882 65,448
Accumulated other comprehensive loss..................................................................... (12) --
Accumulated deficit...................................................................................... (45,458) (60,203)
----------- -----------
Total stockholders' equity.............................................................................. 24,386 4,864
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.............................................................. $ 50,289 $ 65,913
=========== ===========
The accompanying notes are an integral part of these consolidated
financial statements.
-37-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31,
-------------------------------------------
2002 2003 2004
---------- ---------- ----------
(in thousands, except per share data)
Operating revenue................................................................. $ 27,685 $ 35,823 $ 51,634
Operating expenses:
Direct costs................................................................... 18,558 24,352 35,870
Depreciation and amortization.................................................. 3,684 3,879 5,350
General and administrative expenses............................................ 3,571 4,251 10,410
--------- --------- ---------
Total operating expenses.................................................... 25,813 32,482 51,630
Asset impairment and other charges................................................ -- -- 4,174
---------- ---------- ----------
Operating income (loss)........................................................... 1,872 3,341 (4,170)
Interest expense.................................................................. 1,179 1,397 5,177
Loss on debenture conversion inducement and debt extinguishment................... -- -- 1,008
Other (income) expense............................................................ (115) (114) 814
---------- ----------- ----------
Income (loss) before income taxes................................................. 808 2,058 (11,169)
Income tax benefit................................................................ 400 1,600 --
---------- ---------- ----------
Net income (loss) from continuing operations...................................... 1,208 3,658 (11,169)
Loss from discontinued operations, net of taxes................................... -- (175) (3,086)
---------- ---------- ----------
Net income (loss)................................................................. 1,208 3,483 (14,255)
Dividends and accretion of preferred stock........................................ (484) (484) (490)
---------- ---------- ----------
Net income (loss) available to common stockholders................................ $ 724 $ 2,999 $ (14,745)
========== ========== ==========
Basic income (loss) per common share:
Income (loss) from continuing operations........................................ $ 0.08 $ 0.36 $ (1.07)
Loss from discontinued operations............................................... -- (0.02) (0.28)
---------- ---------- ----------
Net income available to common stockholders..................................... $ 0.08 $ 0.34 $ (1.35)
========== ========== ==========
Diluted income (loss) per common share:
Income (loss) from continuing operations........................................ $ 0.08 $ 0.33 $ (1.07)
Loss from discontinued operations............................................... -- (0.02) (0.28)
---------- ---------- ----------
Net income (loss) available to common stockholders.............................. $ 0.08 $ 0.31 $ (1.35)
========== ========== ==========
Number of shares used in calculating income (loss) per share:
Basic.......................................................................... 8,739 8,772 10,884
Diluted........................................................................ 8,745 11,362 10,884
The accompanying notes are an integral part of these consolidated
financial statements.
-38-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
PREFERRED COMMON TREASURY
STOCK STOCK STOCK
------------------ --------------------
SHARES AMOUNT SHARES AMOUNT AMOUNT
------ -------- ---------- ------ -------
(dollars in thousands)
BALANCE, December 31, 2001.................................................. 7,500 $ 11,616 9,098,445 $ 90 $ (706)
- -- Stock option exercise for cash........................................... -- -- 3,333 1 --
- -- Conversion of subordinated debt into preferred stock..................... 4,600 -- -- -- --
- -- Accretion of preferred stock............................................. -- 484 -- -- --
Comprehensive income:
- -- Net income............................................................... -- -- -- -- --
- -- Foreign currency translation adjustments................................. -- -- -- -- --
------- -------- -------- ----- -------
Total comprehensive income..................................................
BALANCE, December 31, 2002.................................................. 12,100 12,100 9,101,778 91 (706)
- -- Stock option exercise for cash........................................... -- -- 467,951 5 --
- -- Preferred stock dividends declared....................................... -- -- -- -- --
Comprehensive income:
- -- Net income............................................................... -- -- -- -- --
- -- Foreign currency translation adjustments................................. -- -- -- -- --
------- -------- -------- ----- -------
Total comprehensive income..................................................
BALANCE, December 31, 2003.................................................. 12,100 12,100 9,569,729 96 (706)
- -- Issuance of common stock for services.................................... -- -- 69,930 1 --
- -- Issuance of common stock warrants for services.......................... -- -- -- -- --
- -- Convertible debenture warrants recorded as debt discount................. -- -- -- -- --
- -- Debenture conversion inducement.......................................... -- -- 200,000 2 --
- -- Stock based compensation................................................. -- -- -- -- --
- -- Stock option and warrant exercised for cash.............................. -- -- 1,839,906 18 --
- -- Preferred stock dividends declared....................................... -- -- -- -- --
- -- Preferred stock dividends paid........................................... -- -- -- -- --
- -- Redemption of preferred stock............................................ (12,071) (12,071) -- -- --
- -- Issuance of treasury shares for stock based compensation................. -- -- -- -- 177
Comprehensive income:
- -- Net loss................................................................. -- -- -- -- --
- -- Foreign currency translation adjustments................................. -- -- -- -- --
------- -------- -------- ----- -------
Total comprehensive loss....................................................
BALANCE, December 31, 2004.................................................. 29 $ 29 11,679,565 $ 117 $ (529)
======= ======== ======== ===== =======
-39-
PREFERRED ACCUMULATIVE
STOCK ADDITIONAL OTHER
DIVIDEND PAID-IN COMPREHENSIVE ACCUMULATIVE
DECLARED CAPITAL LOSS DEFICIT TOTAL
------------ ------------- ----------- ----------- ----------
(dollars in thousands)
BALANCE, December 31, 2001............................. $ -- $ 56,826 $ (83) $ (49,183) $ 18,560
- -- Stock options exercised for cash.................... -- 5 -- -- 6
- -- Conversion of subordinated debt into preferred stock -- -- -- -- --
- -- Accretion of preferred stock........................ -- -- -- (484) --
Comprehensive income:
- -- Net income.......................................... -- -- -- 1,210 1,210
- -- Foreign currency translation adjustments............ -- -- 5 -- 5
------------ ------------- ----------- ----------- ----------
Total comprehensive income............................. 1,215
----------
BALANCE, December 31, 2002............................. -- 56,831 (78) (48,457) 19,781
- -- Stock options exercised for cash.................... -- 1,051 -- -- 1,056
- -- Preferred stock dividends declared.................. 484 -- -- (484) --
Comprehensive income:
-- Net income......................................... -- -- -- 3,483 3,483
-- Foreign currency translation adjustments........... -- -- 66 -- 66
------------ ------------- ----------- ----------- ----------
Total comprehensive income............................. 3,549
----------
BALANCE, December 31, 2003............................. 484 57,882 (12) (45,458) 24,386
- -- Issuance of common stock for services............... -- 340 -- -- 341
- -- Issuance of common stock warrants for services..... -- 157 -- -- 157
- -- Convertible debenture warrants recorded as debt
discount............................................ -- 1,110 -- -- 1,110
- -- Debenture conversion inducement..................... -- 939 -- -- 941
- -- Stock based compensation............................ -- 795 -- -- 795
- -- Stock options and warrants exercised for cash....... -- 3,930 -- -- 3,948
- -- Preferred stock dividends declared.................. 490 -- -- (490) --
- -- Preferred stock dividends paid...................... (972) -- -- -- (972)
- -- Redemption of preferred stock....................... -- -- -- -- (12,071)
- -- Issuance of treasury shares for stock based
compensation........................................ -- 295 -- -- 472
Comprehensive income:
-- Net loss........................................... -- -- -- (14,255) (14,255)
-- Foreign currency translation adjustments........... -- -- 12 -- 12
------------ ------------- ----------- ----------- ----------
Total comprehensive loss............................... (14,243)
----------
BALANCE, December 31, 2004............................. $ 2 $ 65,448 $ -- $ (60,203) $ 4,864
============= ============= =========== =========== ==========
The accompanying notes are an integral part of these consolidated
financial statements.
-40-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEAR ENDED
DECEMBER 31,
------------------------------------
2002 2003 2004
---- ---- ----
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ............................................................ $ 1,208 $ 3,483 $(14,255)
Adjustments to reconcile net income (loss) to net cash provided by
operating activities -
Depreciation and amortization ................................................. 3,784 4,299 5,350
(Gain) loss on property, plant and equipment disposals ........................ (13) (108) 352
Stock based compensation expense ............................................. - 124 1,268
Loss from discontinued operations ............................................ - 175 3,086
Accretion of convertible debenture discount .................................. - - 942
Amortization of loan closing costs ........................................... - - 1,447
Foreign currency translation adjustments ..................................... - 66 12
Allowance for uncollectible accounts ......................................... (134) - -
Loss on debenture conversion inducement and extinguishment of debt ........... - - 1,008
Minority interest ............................................................ - (221) -
Asset impairment and other charges ........................................... - - 4,174
Deferred taxes ............................................................... (400) (1,600) -
Changes in operating assets and liabilities:
Trade Receivables ........................................................... (1,047) (1,152) 63
Other receivables ........................................................... 514 (832) 40
Parts and Supplies inventory ................................................ 166 (380) (1,070)
Prepaid expenses and other current assets ................................... 2,696 1,979 266
Other assets ................................................................ (1,933) (855) 349
Accounts payable and accrued expenses ....................................... 31 494 5,317
Due to affiliates and stockholders/members .................................. 143 - -
Other long term liabilities ................................................. - - (228)
-------- -------- --------
Net cash provided by operating activities of continuing operations .......... 5,015 5,472 8,121
-------- -------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisitions, net of cash received ........................................... (2,076) (4,099) (7,768)
Proceeds from disposal of property, plant and equipment ...................... 1,067 435 1,629
Purchase of property, plant and equipment .................................... (892) (494) (6,898)
-------- -------- --------
Net cash used in investing activities of continuing operations .............. (1,901) (4,158) (13,037)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt ..................................... 3,500 152 9,114
Principal payments on long-term debt ......................................... (7,731) (4,375) (10,282)
Borrowings on line of credit, net ............................................ 966 1,654 4,529
Proceeds from helicopter sale and leaseback transactions ..................... - - 4,084
Proceeds from issuance of convertible debentures ............................. - - 14,159
Repayment of convertible debentures .......................................... - - (3,062)
Redemption of preferred stock and dividends .................................. - - (13,043)
Loan closing costs ........................................................... (384) - (1,879)
Proceeds from issuance of common stock for exercise of stock options and
warrants .................................................................... 6 931 3,948
-------- -------- --------
Net cash provided by (used in) financing activities of continuing operations (3,643) (1,638) 7,568
-------- -------- --------
Cash used in discontinued operations .......................................... - 192 (2,181)
-------- -------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .......................... (529) (132) 471
CASH, at beginning of year .................................................... 1,233 704 572
-------- -------- --------
CASH, at end of year .......................................................... $ 704 $ 572 $ 1,043
======= ======== ========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
CASH PAID FOR INTEREST ........................................................ $ 1,079 $ 978 $ 2,101
======= ======== ========
CASH PAID FOR TAXES ........................................................... $ - $ - $ -
======= ======== ========
SUPPLEMENTAL NON-CASH DISCLOSURES:
EQUIPMENT ACQUIRED UNDER CAPITAL LEASE ........................................ $ 688 $ 3,689 $ 3,750
======= ======== ========
PREMIUM FINANCED WITH INSURANCE CARRIER ....................................... $ 3,619 $ 2,908 $ 3,302
======= ======== ========
COMMON STOCK AND COMMON STOCK WARRANTS ISSUED FOR SERVICES .................... $ - $ - $ 498
======= ======== ========
TRANSFER OF EQUIPMENT TO ASSETS HELD FOR SALE ................................. $ - $ - $ 3,942
======= ======== ========
CONVERTIBLE DEBENTURE WARRANTS RECORDED AS A DEBT DISCOUNT..................... $ - $ - $ 1,110
======= ======== ========
The accompanying notes are an integral part of these consolidated financial
statements.
-41-
OMNI ENERGY SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS AND CURRENT OPERATING ENVIRONMENT
We are a leading oilfield service company specializing in providing an
integrated range of (i) onshore seismic drilling, permitting, survey and
helicopter support services to geophysical companies operating in logistically
difficult and environmentally sensitive terrain, (ii) helicopter transportation
services to oil and gas companies operating primarily in the shallow waters of
the Gulf of Mexico, and (iii) environmental cleaning services to oil and gas
companies operating primarily in the Gulf of Mexico.
We operate in three business divisions - Seismic Drilling, Aviation
Services and Environmental Services. The principal market of our Seismic
Drilling division is the marsh, swamps, shallow water and contiguous dry areas
along the U.S. Gulf Coast (the "Transition Zone"), primarily in Louisiana and
Texas, where we are the leading provider of seismic drilling support services.
Our Aviation Services division operates a fleet of company-owned and
leased helicopters and a fixed-wing aircraft for geophysical companies operating
in various regions of the United States and for oil and gas companies operating
in the shallow waters of the Gulf of Mexico.
Our Environmental Services division provides dock-side and offshore tank,
vessel, boat and barge cleaning services principally to major and independent
oil and gas companies operating in the Gulf of Mexico.
We receive our revenues principally from customers in the energy industry.
In recent years, the seismic market has remained depressed due primarily to the
excess capacity of available seismic data in the market. This volatile market
has impacted our ability, as well as that of our customers and others in the
industry, to change their forecasts and budgets in response to future
uncertainties of commodity pricing. These fluctuations can rapidly impact our
cash flows as supply and demand factors impact the number and size of seismic
projects available.
We adjust our operations to current market conditions by downsizing, when
necessary, our operations through closure of certain operating locations,
disposing of excess equipment and reducing our corporate overhead structure (see
Note 13). Recently, we have experienced an increase in bidding activity. During
this same time we continue our efforts to renegotiate our loan agreements with
our senior lenders.
On January 18, 2002, we acquired the assets of AirJac Drilling (AirJac), a
division of Veritas DGC Land, Inc. (Veritas), a seismic drilling support company
headquartered in New Iberia, Louisiana.
In November 2003, we acquired American Helicopters, Inc. ("AHI"). AHI
operated 17 helicopters from base locations in Louisiana and Texas.
In June 2004, we acquired Trussco, Inc. and Trussco Properties, L.L.C.
(collectively "Trussco"). Trussco is a leading provider of dock-side and
offshore tank, vessel, boat and barge cleaning services principally to major and
independent oil and gas companies operating in the Gulf of Mexico.
GOING CONCERN
The accompanying consolidated financial statements have been prepared
assuming the Company will continue on a going concern basis, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business. The Company has suffered a significant loss from operations
during the current year, has a working capital deficit, is currently in default
on certain of its debt instruments, and will require capital funding from
sources other than operations to meet its current debt obligations. In the past
two years, the Company has been required to raise additional capital by the
issuance of both equity and debt instruments. There are no commitments from
funding sources, debt or equity, in the event that cash flows are not sufficient
to fund ongoing operations or other cash commitments as they come due. These
factors raise substantial doubt about the Company's ability to continue as a
going concern. Management will be required to raise additional capital in the
near term through offerings of equity or debt securities to fund the Company's
debt service obligations and its operations. No assurance can be given that such
financing will be available or, if available, that it will be on commercially
favorable terms. Moreover, available financing may be dilutive to current
investors.
The Company is in the process of securing capital from prospective investors
(See Note 15), that if successful, in conjunction with cash flows from
operations and sales of certain non-core assets, will be used to fund its
current debt service obligations and serve to mitigate the factors that have
raised doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets or liabilities that might
be necessary should the Company be unable to continue as a going concern.
RESTATEMENT
Subsequent to December 31, 2003, but before the completion of the audit
for the year ended December 31, 2004, management determined that an error had
occurred in the classification of its Line of Credit. In accordance with EITF
95-22 "Balance Sheet Classification of Borrowings Outstanding Under Revolving
Credit Agreements that include both a Subjective Acceleration Clause and a
Lock-Box Arrangement," the Line should have been classified as current versus
long term. Accordingly, the Consolidated Balance Sheet as of December 31, 2003
has been restated.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of OMNI Energy
Services Corp., a Louisiana corporation, and subsidiaries in which we have a
greater than 50% ownership. All material intercompany accounts and transactions
have been eliminated upon consolidation. Certain prior year amounts have been
reclassified to be consistent with current year financial statement
presentation.
The consolidated financial statements and related notes thereto include
the retroactive effect of a one-for-three reverse stock split effective July 3,
2002.
USE OF ESTIMATES
The preparation of financial statements in conformity with U. S. generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosures of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during the reporting
period. The more significant estimates include asset impairment reserves, useful
lives for depreciation and amortization, salvage values of depreciable
equipment, valuation of warrants and options, allowance for doubtful accounts
receivables and the realizability of deferred tax assets. Actual results could
differ from those estimates.
-42-
Effective January 1, 2004, we changed the estimated residual value of our
fleet of aircraft from 10% to 30% for aircraft over five years of age and from
10% to 40% for aircraft five years of age or less. We believe the revised
residual values more properly match costs over the useful lives and salvage
value of these assets consistent with industry practice and provides
comparability with our industry peers.
As a result of management's first quarter 2004 change in the aviation
fleet's estimated residual salvage values of each of its aircraft, depreciation
expense for 2004 decreased. The pro forma effect of this change in estimate is
shown in the table below and reflects what net loss would have been had the
changes in estimate not occurred (in thousands of dollars, except share
amounts):
YEAR ENDED
DECEMBER 31, 2004
-----------------
Net loss available to common stockholders, as reported.. $ (14,745)
Effect of change in estimate ........................... (260)
----------
Net loss available to common stockholders, Pro forma ... $ (15,005)
==========
Net loss per common share as reported:
Basic ................................................ $ (1.35)
Diluted .............................................. $ (1.35)
Net loss per common share - Pro forma:
Basic ................................................ $ (1.38)
Diluted .............................................. $ (1.38)
REVENUE RECOGNITION
We recognize revenue as service is rendered. Revenue from our drilling
operations is recognized on a per hole basis. Once we have drilled and loaded a
source point, revenue from the drilling of such source point is recognized.
Similarly, revenue is recognized from our seismic survey operations either on a
day rate or per mile basis. Under the per mile basis, revenue is recognized when
the source or receiving point is marked by one of our survey crews. Permitting
is recognized on a per day basis as services are rendered. Our aircraft, which
are usually either chartered with a monthly guaranteed rate or for a guaranteed
minimum number of hours per day, generate revenue pursuant to a fixed hourly
rate. Environmental revenue is recognized upon completion of each cleaning
project. From time to time, we may offer discounts from our standard service
rates for volume and competitive reasons. These discounts are recorded as a
reduction of revenues.
CASH AND CASH EQUIVALENTS
We consider highly liquid investments with an original maturity of 90 days
or less to be cash equivalents.
ACCOUNTS RECEIVABLE
Trade and other receivables are stated at net realizable value. We grant
short-term credit to our customers, primarily geophysical and oil and gas
operating companies. We regularly review outstanding trade receivables and
provide for estimated losses through our allowance for doubtful accounts when it
is determined that an amount is not collectible.
INVENTORIES
Inventories consist of parts and supplies used for our drilling and
aviation operations. All inventories are valued at lower of average cost or
market. Parts and supplies are written off to expense when it is determined that
such items have no value or when their service hours have expired.
-43-
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated
depreciation. We provide for depreciation expense on a straight line basis over
each asset's estimated useful life depreciated to their estimated salvage values
as follows:
ASSET CLASSIFICATION USEFUL LIFE SALVAGE VALUE
-------------------- ----------- -------------
Buildings and improvements ................... 25 years --
Drilling, field and support equipment ........ 5-10 years 10%
Aviation equipment (over five years of age) .. 10 years 30%
Aviation equipment (five years of age or
less) ...................................... 10 years 40%
Shop equipment ............................... 10 years --
Office equipment ............................. 5 years --
Vehicles ..................................... 4-5 years --
Environmental ................................ 5 years --
Additions to property and equipment and major replacements are
capitalized. Gains and losses on dispositions, maintenance, repairs and minor
replacements are charged to expense as incurred. Capitalized drilling equipment,
which is fabricated, is comprised of direct and indirect costs incurred during
fabrication. Costs include materials and labor consumed during fabrication.
Interest is also capitalized during the fabrication period. There was no
interest capitalized for the years ended December 31, 2002, 2003 and 2004.
Included in property and equipment at December 31, 2004 is approximately $1.4
million of vehicles purchased under capital lease obligations, net of
accumulated depreciation of approximately $0.7 million, and $5.6 million of
aircraft acquired under capital lease obligations, net of accumulated
depreciation of approximately $0.4 million.
Assets held for sale are recorded at the lower of their net book value or
their net realizable value which is determined based upon an estimate of their
fair market value less the cost of selling the assets. An impairment is recorded
to the extent that the amount that was carried on the books is in excess of the
net realizable value. Assets held for sale at December 31, 2004 are comprised of
three helicopters, one fixed wing aircraft and eight marsh buggies. The three
helicopters held for sale at December 31, 2004 were acquired under capital lease
obligations totaling approximately $4.0 million.
IMPAIRMENT OF LONG-LIVED ASSETS
We review our long lived assets for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable in accordance with SFAS No. 144 "Accounting for the Impairment and
Disposal of Long-Lived Assets." ("SFAS No. 144"). If the carrying amount of the
asset, including any intangible assets associated with that asset, exceeds its
estimated undiscounted net cash flow, before interest, we will recognize an
impairment loss equal to the difference between its carrying amount and its
estimated fair value. During the fourth quarter of 2004, we re-assessed the
carrying values of our aviation fleet by obtaining an appraisal from a reputable
third party appraiser and compared these appraised values to the net book values
that we had recorded. As a result of our analysis, we recorded an impairment of
approximately $3.0 million of unamortized prepaid repairs, an impairment of $0.6
million on our aviation fleet and a writedown of $0.6 million related to
helicopters held for sale.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill represents the excess of the purchase price of acquisitions over
the fair value of the net assets acquired. We account for goodwill in accordance
with SFAS No. 142, "Goodwill and Other Intangible Assets." Under SFAS No. 142,
goodwill and intangible assets with indefinite lives are no longer amortized but
are reviewed annually (or more frequently if impairment indicators arise) for
impairment. Separable intangible assets that are not deemed to have indefinite
lives will continue to be amortized over their useful lives (but with no maximum
life). The amortization provisions of SFAS No. 142 apply to goodwill and
intangible assets acquired after June 30, 2001. As of December 31, 2003, and
2004, we have goodwill of $2.1 million and $2.0 million, respectively. We
periodically assessed the recoverability of the unamortized balance based on
expected future profitability and undiscounted future cash flows of the
acquisitions and their contribution to our overall operation. In conjunction
with the acquisition of AirJac during 2002, we recorded a customer intangible of
$1.9 million which is being amortized over a period of 20 years; with the
acquisition of AHI in 2003, we recorded an intangible of $0.3 million which is
being amortized over a period of 5 years; with the acquisition of Trussco in
2004, we recorded an intangible of $5.7 million which is being amortized over a
period of 5 years. We recorded $0.1 million in amortization expense related to
the intangible assets for each of the years ended December 31, 2002, and 2003,
and $0.7 million in 2004.
INCOME TAXES
We provide for deferred taxes in accordance with SFAS No. 109, "Accounting
for Income Taxes," which requires an asset and liability approach for measuring
deferred taxes and liabilities due to temporary differences existing at year-end
using currently enacted rates (See Note 10). A valuation allowance is provided
when necessary to reduce deferred tax assets to amounts expected to be realized.
-44-
STOCK BASED COMPENSATION
At December 31, 2004, we had two stock-based employee compensation plans,
which are described more fully in Note 9. We account for employee stock-based
compensation using the intrinsic value method prescribed in APB Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB No. 25"). Accordingly, the
provisions of SFAS No. 123, "Accounting for Stock-Based Compensation," permits
the continued use of the method prescribed by APB No. 25 but requires additional
disclosures, including pro forma calculations of earnings and net earnings per
share as if the fair value method of accounting prescribed by SFAS No. 123 had
been applied. No stock-based compensation costs are reflected in net income
(loss), other than compensation expense recorded on awards to certain executive
officers (see Note 8), as all options granted under the plans had an exercise
price equal to the market value of the underlying common stock on the date of
grant. As required by SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," which amended SFAS No. 123, the following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of SFAS No. 123 to stock-based
compensation. The pro forma data presented below is not representative of the
effects on reported amounts for future years.
YEAR ENDED DECEMBER 31,
----------------------------------------
2002 2003 2004
---- ---- ----
(in thousands except per share data)
Net income (loss) available to common stockholders - as reported ................ $ 724 $ 2,999 $ (14,745)
Add (deduct): stock-based employee compensation expense (gain) included in
reported net loss, net of tax ................................................. -- -- 1,411
Less: total stock-based employee compensation expense determined under fair value
based method for all awards granted to employees, net of tax .................. (67) (416) (2,204)
--------- ---------- ------------
Net income (loss) available to common stockholders - pro forma .................. $ 657 $ 2,583 $ (15,538)
========= ========== ============
Net income (loss) available to common stockholders - as reported:
Basic ........................................................................ $ 0.08 $ 0.34 $ (1.35)
Diluted ...................................................................... $ 0.08 $ 0.31 $ (1.35)
Net income (loss) available to common and stockholders - pro forma:
Basic ........................................................................ $ 0.08 $ 0.29 $ (1.43)
Diluted ...................................................................... $ 0.08 $ 0.27 $ (1.43)
- ----------------------
The weighted average fair value at date of grant for options granted
during 2002 was $1.94 per option. The fair value of options granted is estimated
on the date of grant using the Black-Scholes option-pricing model with the
following assumptions: (a) dividend yield of 0.00%; (b) expected volatility of
150%; (c) average risk-free interest rate of 3.11%; and (d) expected life of 6.5
years.
The weighted average fair value at date of grant for options granted
during 2003 was $2.31 per option. The fair value of options granted is estimated
on the date of grant using the Black-Scholes option-pricing model with the
following assumptions: (a) dividend yield of 0.00%; (b) expected volatility of
148%; (c) average risk-free interest rate of 2.51%; and (d) expected life of 9.2
years.
The weighted average fair value at date of grant for options granted
during 2004 was $4.00 per option. The fair value of options granted is estimated
on the date of grant using the Black-Scholes option-pricing model with the
following assumptions: (a) dividend yield of 0.00%; (b) average expected
volatility 66%; (c) average risk-free interest rate of 2.97%; and (d) expected
life of 6.5 years.
-45-
AVIATION OVERHAUL AND REPAIR COSTS
Major overhaul of FAA component parts for our owned aircraft are
capitalized as prepaid repairs, as incurred, and amortized over service hours
flown. Routine repairs and maintenance are expensed, as incurred.
EARNINGS PER SHARE
We account for our earnings per share ("EPS") in accordance with SFAS No.
128, "Earnings Per Share," which establishes the requirements for presenting
EPS. SFAS No. 128 requires the presentation of "basic" and "diluted" EPS on the
face of the income statement. Basic earnings per share begins with income (loss)
applicable to common stockholders (net income (loss) less preferred stock
dividends) and is based on the weighted average number of common shares
outstanding during each period presented. Diluted EPS assumes the exercise of
all stock options and warrants having exercise prices less than the average
market price of the common stock using the treasury stock method. In computing
basic loss per share we consider dividends and accretion on the Series A
Preferred and Series B Preferred as a reduction of net income from operations in
computing basic net income (loss) per share. For the purpose of diluted earnings
per common share, and only if such calculation results in dilution, preferred
stock dividends will not reduce earnings; however, the weighted average common
shares outstanding would increase representing the amount of common shares into
which such preferred stock is currently convertible. During the year ended
December 31, 2004, we reported a net loss, thus the effects of dilutive
securities were anti-dilutive, rendering basic and diluted loss per share the
same. Convertible preferred stock convertible debt instruments, warrants, and
options to purchase common stock are included as common stock equivalents only
when dilutive.
RECENTLY ISSUED UNIMPLEMENTED ACCOUNTING PRONOUNCEMENTS
The Financial Accounting Standards Board ("FASB") issued Statement of
Financial Accounting Standard ("SFAS") No. 123 (revised 2004), "Share-Based
Payment" ("SFAS No. 123(R)"). SFAS No. 123(R) will require companies to measure
all employee stock-based compensation awards using a fair value method and
record such expense in its consolidated financial statements. In addition, the
adoption of SFAS No. 123(R) requires additional accounting and disclosure
related to the income tax and cash flow effects resulting from share-based
payment arrangements. SFAS No. 123(R) is effective beginning as of the first
interim or annual reporting period beginning after December 15, 2005. We are in
the process of determining the impact of the requirements of SFAS No. 123(R). We
believe it is likely that the financial statement impact from the implementation
of the requirements of SFAS No. 123(R) will significantly impact our future
results of operations and we continue to evaluate it to determine the degree of
significance.
In December 2004, SFAS No. 153, "Exchanges of Nonmonetary Assets - an
amendment of Accounting Principles Board ("APB") Opinion No. 29" is effective
for fiscal years beginning after June 15, 2005. This Statement addresses the
measurement of exchange of nonmonetary assets and eliminates the exception from
fair value measurement for nonmonetary exchanges of similar productive assets in
paragraph 21(b) of APB Opinion No. 29, "Accounting for Nonmonetary Transactions"
and replaces it with an exception for exchanges that do not have commercial
substance. The adoption of SFAS No. 153 is expected to have no impact on our
consolidated financial statements.
2. VALUATION ALLOWANCE ACCOUNTS
The allowance for uncollectible accounts consists of the following (in
thousands):
BALANCE AT ADDITIONS WRITE-OFF OF BALANCE
BEGINNING OF CHARGED TO UNCOLLECTIBLE AT END
DESCRIPTION PERIOD EXPENSE AMOUNTS OF PERIOD
----------- ------ ------- ------- ---------
December 31, 2004
Allowance for uncollectible accounts .. $ 45 $ 362 $ (45) $ 362
====== ====== ========== ======
December 31, 2003
Allowance for uncollectible accounts .. $ 45 $ -- $ -- $ 45
====== ====== ========== ======
December 31, 2002
Allowance for uncollectible accounts .. $1,174 $ 27 $ (1,156) $ 45
====== ====== ========== ======
The accrual to bring leased aircraft back to repair specifications at the
termination of the operating lease is as follows (in thousands):
BALANCE AT BALANCE
BEGINNING OF REPAIR AT END
DESCRIPTION PERIOD ADDITIONS CHARGES OF PERIOD
----------- ------ --------- ------- ---------
December 31, 2004
Operating lease repair accrual......... $ -- $ -- $ -- $ --
====== ====== ======== ======
December 31, 2003
Operating lease repair accrual......... $ -- $ -- $ -- $ --
====== ====== ======== ======
December 31, 2002
Operating lease repair accrual......... $ 117 $ -- $ (117) $ --
====== ====== ======== ======
-46-
3. PROPERTY, PLANT AND EQUIPMENT
Property, Plant and Equipment, net consists of the following at December
31:
DECEMBER 31,
----------------------
2003 2004
-------- --------
(in thousands)
Land........................................................................ $ 362 $ 647
Building and improvements................................................... 4,636 5,621
Drilling, field and support equipment....................................... 26,877 29,794
Aviation equipment.......................................................... 10,224 11,030
Shop equipment.............................................................. 425 431
Office equipment............................................................ 1,573 1,849
Vehicles.................................................................... 2,476 3,690
-------- --------
46,573 53,072
Less: accumulated depreciation.............................................. (19,463) (23,258)
-------- --------
Total property, plant and equipment, net................................... $ 27,110 $ 29,804
======== ========
4. LONG-TERM DEBT AND LINE OF CREDIT
Long-term debt consists of the following at December 31:
DECEMBER 31,
------------------------
2003 2004
---- ----
(in thousands)
Note payable to a finance company with interest at 10.24%, maturing May 18, 2008,
secured by an aircraft................................................................................... $ 207 $ 168
Notes payable to a finance company, variable interest rate at LIBOR plus 5.0% (6.12% and 7.42% at
December 31, 2003 and 2004, respectively) maturing July 31, 2006, secured by various property and
equipment.............................................................................................. 1,145 867
Notes payable to a bank with interest payable at Prime plus 1.5% (5.5% and 6.75% at December 31, 2003
and 2004, respectively) maturing July 31, 2023, secured by real estate................................. 1,633 1,392
Notes payable to a bank with interest payable at Prime plus 1.75% (5.75% at December 31, 2003) maturing
December 31, 2006, secured by various property and equipment........................................... 3,000 --
Notes payable to a finance company with interest at 8%, maturing January 1, 2007, secured by various
aircraft............................................................................................... 1,838 --
Notes payable to a finance company with interest at 6.26%, maturing March 17, 2006, secured by various
aircraft............................................................................................... -- 1,697
Notes payable to a bank with interest at 8.13%, maturing June 20, 2009, secured by an aircraft........... -- 238
Notes payable to a finance company with interest at 8%, maturing February 10, 2013, secured by real
estate................................................................................................. -- 214
Notes payable to a bank, with interest at 12%, maturing April 15, 2005, secured by various property and
equipment.............................................................................................. -- 6,500
Convertible promissory notes payable to certain former stockholders of Trussco, Inc. with interest at
5%, maturing in June 2007.............................................................................. -- 3,000
Other debt............................................................................................... -- 86
Capital lease payable to leasing companies secured by vehicles........................................... 491 1,198
Capital lease payable to finance companies secured by various aircraft................................... 3,361 9,100
---------- ----------
Total................................................................................................ 11,675 24,460
Less: Current maturities............................................................................... (2,051) (11,608)
---------- ----------
Long-term debt, less current maturities................................................................ $ 9,624 $ 12,852
========== ==========
-47-
Annual maturities of long-term debt during each of the years ended
December 31 are as follows (in thousands):
2005 $11,608
2006 2,429
2007 4,823
2008 3,250
2009 and thereafter 2,350
-------
$24,460
=======
The estimated fair value of long-term debt is determined based on
borrowing rates currently available to us for notes with similar terms and
average maturities and approximates the carrying value as of December 31, 2003
and 2004.
REVOLVING LINE OF CREDIT
We have a working capital revolving line of credit agreement (the "Line")
with a bank. Availability under the Line is the lower of: (i) $12.0 million or,
(ii) the sum of eligible accounts receivable, as defined under the agreement,
plus the lesser of: $2.0 million or 80% of the appraised orderly liquidation
value of eligible inventory of parts and supplies. The Line accrues interest at
the prime interest rate plus 1.5% (6.75% at December 31, 2004) and matures on
December 31, 2006. The Line is collateralized by accounts receivable and
inventory and is subject to certain customer concentration limitations. As of
December 31, 2004, we had $9.2 million outstanding under the Line. The
weighted-average interest rate on borrowings under the Line was 5.7% and 6.0%
for the years ended December 31, 2003 and 2004, respectively. Due to the
lock-box arrangement and the subjective acceleration clause of the Line
agreement, the debt under the Line has been classified as a current liability as
of December 31, 2004 and 2003, as required by EITF 95-22, "Balance Sheet
Classification of Borrowings Outstanding under Revolving Credit Agreements" that
include both a Subjective Acceleration Clause and a Lock-Box Arrangement.
Furthermore, due to the debentures being in default and cross default provisions
within the Line Credit Agreement, the Line is also in default.
SENIOR SECURED
On October 21, 2004, we completed a $6.5 million senior secured loan
("Bridge Loan") with Beal Bank, SSB. The Bridge Loan accrued interest at the
rate of 12% per annum, matured January 15, 2005, and was collateralized by
specific seismic assets, certain Trussco equipment and three Bell helicopters.
The proceeds were used to repay debt, pay the October Put Option on the
Convertible Debentures discussed below and for working capital purposes.
On January 21, 2005, we entered into a forbearance agreement with Beal
Bank, SSB, which increased the interest rate from 12% to 17% and extended the
maturity of the Bridge Loan to March 15, 2005. The forbearance agreement has
since been amended to extend the maturity to April 15, 2005. In connection with
the execution of the forbearance agreement and the extension thereof, we have
reduced the outstanding principal balance by $0.6 million subsequent to December
31, 2004. Management is currently in the process of extending the terms of the
Bridge Loan Agreement.
The senior secured credit agreement restricts the payment of dividends and
contains customary financial covenants requiring, among other things, minimum
levels of tangible net worth, debt to EBITDA ratios, and limitations on annual
capital expenditures and certain customer concentrations. As of December 31,
2004, we are in compliance with all of these covenants. Due, however, to the
Line being in default and cross default provisions with the Bridge Loan
Agreement, the Bridge Loan is in default.
CAPITAL LEASES
At December 31, 2004, we had several capital leases for aircraft which
generally have lease terms of 60 months at inception of the lease. Aircraft
leases either contain a bargain purchase option at the end of the lease or a
balloon amount due that can be refinanced over 36 months. We have historically
acquired all of our aircraft that have been financed through capital leases.
From time to time, we may acquire an aircraft through cash flows from operations
or through the Line which is then sold to a financing company and leased back to
us. These sales and lease back transactions are recorded as a capital lease and
gains and losses incurred on the sale are deferred and amortized over the life
of the lease term or the asset, which ever is shorter. The unamortized balance
of deferred losses on the sale and lease back transactions is $0.4 million as of
December 31, 2004.
We also lease several vehicles used in our seismic drilling operations
under 40-month capital leases.
-48-
Total cost and accumulated depreciation of aircraft and vehicles held
under capital leases is as follows:
DECEMBER 31,
-------------------------
2003 2004
---------- -----------
(in thousands)
Aircraft.................................. $ 3,490 $ 10,009
Vehicles.................................. 1,064 2,117
---------- -----------
4,554 12,126
Less: Accumulated amortization............ (475) (1,154)
----------- ------------
Capitalized cost, net..................... $ 4,079 $ 10,972
========== ===========
Depreciation expense for the years ended December 31, 2002, 2003 and 2004
was approximately $0.1 million, $0.3 million and $0.7 million, respectively, for
all assets held under capital lease.
Following is a schedule of future minimum lease payments for capital
leases as of December 31, 2004 (in thousands):
YEAR ENDING DECEMBER 31,
------------------------
2005 ...................................... $ 4,858
2006 ...................................... 1,831
2007 ...................................... 1,691
2008 ...................................... 2,517
2009 ...................................... 963
Thereafter ................................ 10
-------
Total minimum lease payments .............. 11,870
Less: Amount representing interest ........ (1,572)
-------
Present value of net minimum lease payments $10,298
=======
TRUSSCO NOTES
On June 30, 2004, we purchased all of the issued and outstanding stock of
Trussco, Inc. and all of the membership interests in Trussco Properties, L.L.C.
(collectively "Trussco) for an aggregate acquisition price of $11.9 million,
including $7.3 million in cash, $3.0 million in 5% convertible promissory notes
payable to certain stockholders ("Stockholder Notes") maturing in June 2007, and
the assumption of approximately $1.6 million in debt and other liabilities. The
Stockholder Notes can be prepaid at any time and are convertible into shares of
our common stock at a price of $9.40 per share.
INSURANCE NOTES PAYABLE
A portion of our property and casualty insurance premiums are financed
through certain short-term installment loan agreements. The insurance notes are
payable in monthly installments through September 2005 and accrue interest at
rates ranging between 4.2% to 5.1%.
CONVERTIBLE DEBENTURES
Pursuant to a Securities Purchase Agreement dated February 12, 2004, we
issued (i) $10,000,000 in principal amount of 3-year, 6.5% fixed rate,
Convertible Debentures (the "Debentures") that are convertible into shares of
common stock at an initial conversion price of $7.15 per share and (ii) 1-year
common stock Series A Warrants to purchase an aggregate of 700,000 shares of
Common Stock at an initial exercise price of $7.15 per share and (iii) 5-year
common stock Series B Warrants to purchase an aggregate of 390,000 shares of
common stock at an initial exercise price of $8.50 per share. The warrants are
not exercisable for a period of six months and one day after the issue date of
such warrants and in no event will the exercise prices of such warrants be less
than $6.15 per share. In accordance with APB Opinion No. 14, the warrants were
valued at a fair market value of $0.9 million using the Black Scholes option
pricing model and performed by an outside valuation expert. The value of these
warrants were recorded as a debt discount with a corresponding amount recorded
to additional paid in capital at the date of issuance. The issuance of these
Debentures was made pursuant to a private placement in reliance on Section 4(2)
of the Securities Act of 1933.
-49-
On April 15, 2004, in accordance with a Securities Purchase Agreement, we
issued (i) $5,050,000 in principal amount of 3-year, 6.5% fixed rate,
Convertible Debentures (collectively with the aforementioned February 12, 2004
issuance hereinafter referred to as the "Debentures") that are convertible into
shares of common stock at an initial conversion price of $7.20 per share, and
(ii) 5-year Common Stock Series A Warrants to purchase an aggregate of 151,500
shares of common stock at an initial exercise price of $9.00 per share. The
warrants are not exercisable for a period of six months and one day after the
issue date of such warrants and in no event will the exercise prices of such
warrants be less than $7.11 per share. In accordance with APB Opinion No. 14,
the warrants were valued at a fair market value of $0.2 million using the Black
Scholes option pricing model and performed by a outside valuation expert. The
value of the warrants were recorded as a debt discount with a corresponding
amount recorded to additional paid in capital at the date of issuance. The
issuance of these Debentures was made pursuant to a private placement in
reliance on Section 4(2) of the Securities Act of 1933.
Total proceeds of $14.2 million was received from the issuance of these
Debentures, after expenses. Of the total proceeds received $8.2 million was used
to redeem the Series A Convertible 8% Preferred (the "Series A Preferred") and
dividends in February 2004, $4.9 million was used to redeem the Series B
Convertible 8% Preferred (the "Series B Preferred") and dividends in March and
April 2004 and the remaining balance was used for working capital purposes (See
Note 9).
The debt discounts for the February 12, 2004 and April 15, 2004 debentures
were $0.9 million and $0.2 million, respectively. The debt discounts are being
amortized to interest expense using the effective interest method over the Put
option period, as defined below, period. A total of $0.9 million is included in
interest expense and $0.2 million is included in loss on extinguishment of debt
related to the amortization of the debt discounts for the year ended December
31, 2004.
Prior to maturity of the Debentures, the holders of the Debentures have
the right to require the repayment or conversion of up to an aggregate of $13.17
million of the Debentures (the "Put Option"). We registered 5,012,237 shares
effective June 30, 2004 covering the resale of Common Stock that may be issuable
pursuant to the conversion of the Debentures and the exercise of the Put Option
and all associated warrants, including additional common stock shares that may
be issuable due to adjustments for conversion price upon the Debenture
conversion, payment of interest with shares and/or the exercise of warrants due
to subdivision or combination of our common stock. Pursuant to the Debenture
agreement, the registration of the related common stock triggered the ability of
the Debenture holders to exercise the Put Option in ten consecutive
non-cumulative and equal monthly installments equal to 8.75% of the original
face amount of the Debenture ($1,316,875) beginning August 1, 2004. Accordingly,
the Debentures, net of debt discount, were classified as a current liability in
the Consolidated Balance Sheet at December 31, 2004. We received, and redeemed
for cash, notices from the holders of the Debentures exercising their Put Option
for August, September and October, 2004. Upon receipt of the Debenture Holders'
intent to exercise a Put Option, we have the irrevocable option to deliver cash
or, if certain conditions set forth in the Debentures are satisfied, shares of
our common stock. If we elect to settle the Put Option with common stock, the
underlying shares will be valued at a 12.5% discount to the average trading
price of our common stock for the applicable pricing period, as defined in the
Debenture agreement. The number of shares we would deliver is equal to the value
of the Put Option installment due divided by the fair market value of our common
stock for the applicable pricing period discounted at 12.5%. We have not
redeemed for cash or stock notices received from the Debenture Holders
exercising their Put Option for the months of November and December, 2004 and
January, February, March and April 2005.
As provided for in the terms of the applicable Securities Purchase
Agreements, the Debenture holders received Put Option payments of $1.3 million
in principal, plus accrued interest, each on August 5, 2004, September 9, 2004,
and October 25, 2004. In accordance with APB Opinion No. 26, we recorded $0.2
million as a loss on extinguishment of debt in 2004 as a result of the early
extinguishment of these portions of the Debentures.
On October 8, 2004, we entered into an Amendment and Conditional Waiver
Agreement (the "Amendment") with the holders of the Debentures. Under the terms
of the Amendment, the Debenture holders granted the Company, among other things,
the right to pre-pay in cash all, but not less than all, of the outstanding
Debentures held by each holder on or prior to November 15, 2004. In exchange for
such right, we agreed to allow the holders of the Debentures to convert $2,000
of the principal amount of the April 15, 2004 Debentures into 200,000 shares of
common stock at a revised conversion price of $0.01 per share. As a result of
the conversion, and in accordance with the requirements of SFAS No 84, "Induced
Conversions of Convertible Debt, an amendment to APB Opinion No. 26," we
recorded $0.9 million of debt conversion inducement expense in 2004.
On January 25, 2005, we filed suit in United States District Court,
Western District of Louisiana (the "16(b) litigation") against the holders of
our 6.5% Subordinated Convertible Debentures and other third parties
(collectively, the "Debenture Holders"). The suit alleges violations by the
Debenture Holders pursuant to Section 16(b) of the Securities Exchange Act of
1934. We believe the Debenture Holders acted together for the purpose of
illegally acquiring, holding, voting or disposing our equity securities during
relevant time periods and have exerted an adverse group influence on OMNI and
our equity securities. The suit seeks the disgorgement of profits realized by
the Debenture Holders from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside"), notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate
-50-
principal amount of $2,765,625, on March 2, 2005. As of April 15, 2005, we have
not redeemed any of the Portside Debentures. Portside also notified us of its
intention to commence a civil action against us to obtain a judgement with
respect to all amounts owed to it under the Portside Debentures (See Note 15).
5. INTANGIBLE ASSETS
Intangible assets consist of the following at December 31 (in thousands):
2003 2004
----------------------------- ------------------------------
GROSS CARRYING ACCUMULATED GROSS CARRYING ACCUMULATED
AMOUNT AMORTIZATION AMOUNT AMORTIZATION
------ ------------ ------ ------------
Aviation hull and component overhaul
system ............................. $ -- $ -- $ 295 $ 59
Customer lists ..................... 1,920 200 1,920 300
Trussco licenses and permits ....... -- -- 5,713 571
------ ------ ------ ------
Total amortizable intangible assets $1,920 $ 200 $7,928 $ 930
====== ====== ====== ======
Goodwill ........................... $2,130 $ 124 $2,130 $ 124
====== ====== ====== ======
ESTIMATED
AGGREGATE AGGREGATE
Year ended AMORTIZATION AMORTIZATION
December 31, EXPENSE EXPENSE
------------ ------- -------
2002.................. $ 100 $ --
2003.................. 100 --
2004.................. 730 --
2005.................. -- 1,302
2006.................. -- 1,302
2007.................. -- 1,302
2008.................. -- 1,302
2009.................. -- 671
Thereafter............ -- 1,120
Goodwill, net, of $2.0 million is attributable to our previous acquisition
of Gulf Coast Resources at December 31, 2004.
6. RELATED PARTY TRANSACTIONS
During the years ended December 31, 1999, 2000 and 2001, we privately
placed with an affiliate subordinated debentures totaling $7.5 million, $3.4
million and $1.5 million, respectively. The debentures matured five years from
their date of issue and accrued interest at various rates ranging from a fixed
rate of 12% per annum to a variable rate of interest starting at 12% per annum
and escalating to 20% per annum. In October 2000, we agreed to convert $4.6
million of the subordinated debentures into our Series A Preferred. In May 2001,
we agreed to pay the affiliate $3.0 million cash plus issue to the affiliate
$4.6 million of the Company's Series B Preferred in satisfaction of all of the
remaining outstanding subordinated debentures including accrued interest of $1.8
million. This transaction resulted in the affiliate agreeing to forgive $1.0
million of indebtedness, which was reflected as a capital contribution from the
affiliate rather than as income in the accompanying financial statements (See
Note 9 regarding the accounting for preferred stock). In February and April
2004, we issued $10 million and $5.05 million, respectively, of 6.5%
Subordinated Convertible Debentures (See Note 4). The proceeds were used to
redeem $8.2 million of the Series A Preferred outstanding, including accrued
dividends. The remaining 25 shares of Series A Preferred were redeemed in April
2004 for $0.03 million. At December 31, 2004 there are no Series A Preferred
shares outstanding. During the first quarter of 2004, we redeemed 2,286 shares
of the Series B Preferred for $2.4 million, including accrued dividends. In
April 2004, we redeemed 2,285 shares of the total of 2,314 shares of the Series
B Preferred outstanding for $2.5 million, including accrued dividends. At
December 31, 2004, 29 shares of Series B Preferred remain outstanding.
In connection with the original issuance of the subordinated debentures,
we issued to the affiliate detachable warrants to purchase 1,912,833 shares of
our common stock, of which 293,055 shares were transferred in 2003 to settle
certain litigation (See Note 9) and 858,678 shares were cancelled. The balance
of 761,100 shares was exercised during the first quarter of 2004 at an exercise
price of $2.25.
During 2003, we entered into an agreement to facilitate the private
placement of approximately 1,650,000 shares of our common stock owned by an
affiliate and certain investors. The sale of the stock covered by this agreement
closed during the fourth quarter of 2003, resulting in our receipt of $0.4
million cash which was recorded as a reduction of our general and administrative
expenses during 2003.
-51-
During 2003, in order to facilitate a settlement of ongoing litigation
between certain of our affiliates, we agreed to re-price and extend the maturity
dates of certain warrants owned by the defendant affiliates but transferred in
settlement of the litigation to the plaintiff affiliates. The exercise prices of
the transferred warrants ranged from $2.25 to $6.00 per share. The maturity
dates of the transferred warrants ranged from November 1, 2004 to July 1, 2005.
The transferred warrants were re-priced at $1.54 per share and the maturity
dates were extended to November 1, 2006. Accordingly, during 2003 we recorded a
non-cash charge of approximately $0.1 million representing the differences in
the fair market value of the originally issued warrants and the re-priced
warrants. In 2004 all re-priced warrants were exercised.
7. CUSTOMER AND CREDIT CONCENTRATION
During the year ended December 31, 2002, two customers associated with the
drilling division, accounted for 84% (58% and 26%, respectively) of our total
revenues.
During the year ended December 31, 2003, three customers associated with
the drilling division, accounted for 71% (43%, 16% and 12%, respectively) of our
total revenues. Included in accounts receivable as of December 31, 2003, are
amounts receivable from these customers totaling approximately 60% (20%, 7% and
33%, respectively) of total accounts receivable.
During the year ended December 31, 2004, four customers associated with
the drilling division, accounted for 50% (15%, 13%, 11% and 11%, respectively)
of our total revenues. Included in accounts receivable as of December 31, 2004,
are amounts receivable from these customers totaling approximately 44% (0%, 19%,
20% and 5%, respectively) of total accounts receivable.
8. COMMITMENTS AND CONTINGENCIES
OPERATING LEASES
Total rental expense was $0.5 million, $0.4 million and $0.9 million for
the years ended December 31, 2002, 2003 and 2004, respectively.
We have the following operating lease commitments as of December 31, 2004:
PAYMENTS DUE BY PERIOD
--------------------------------------------------------
2005 2006 2007 2008
------------ ----------- ------------- ------------
Operating leases........................................... $ 243 $ 116 $ 36 $ 15
============ =========== ============= ============
INSURANCE
Trussco, Inc. maintained a self-insurance program for a portion of its
health care and workers' compensation costs. Self-insurance costs are accrued
based upon the aggregate of the liability for reported claims and the estimated
liability for claims incurred but not reported. As of December 31, 2004, the
Company had $0.4 million of accrued liabilities related to health care and
workers' compensation claims.
Management is not aware of any significant workers' compensation claims or
any significant claims incurred but not reported as of December 31, 2004.
SERIES A AND SERIES B PREFERRED STOCK LITIGATION
On February 13, 2004, we commenced litigation against Steven Stull, a
former director, Advantage Capital Partners ("ACP") and their respective
insurers in the Civil District Court for the Parish of Orleans in the State of
Louisiana. The suit requests the court to determine our right under the
Company's Articles of Incorporation, as amended, to redeem the Series A
Preferred rather than to convert the shares into common stock. Furthermore, to
the extent the court determines we did not have a right to redeem, rather than
convert, the Series A Preferred, the suit requests the court to determine that
the unanimous consent of the Board of Directors entered into on November 7, 2000
which, among other things, reduced the conversion price of the Series A
Preferred from $2.50 to $0.75 (pre-split) per share, is null and void and
without effect because it was accomplished by the defendants in violation of
fiduciary duties and/or public policy and Louisiana law. We are seeking a
declaration that we have the right to redeem, rather than convert, Series A
Preferred. Alternatively, we seek (a) a declaration that the Unanimous Consent
entered into on November 7, 2000 is null and void and without effect; or (b)
damages back against Mr. Stull and the Advantage Capital Partners as a complete
set-off to any additional dollars owed by us to ACP as a result of the November
7, 2000 actions.
On March 26, 2004, ACP and its affiliates filed a lawsuit in the United
States District Court, Eastern District of Louisiana against us and certain of
our executive officers. ACP and its affiliates are alleging that (i) we and the
executive officers misrepresented material facts and failed to disclose material
facts related to the intention to redeem our Series A Preferred and Series B
Preferred, and (ii) the officers of the Company breached their fiduciary duties.
They are claiming damages of approximately $30 million. We have agreed to
indemnify our executive officers in this matter. Our costs and legal expenses
related to this lawsuit are not currently determinable. This lawsuit presents
risks inherent in litigation including continuing expenses, risks of loss,
additional claims, and attorney fee liability. We believe that the claims or
litigation arising therefrom will have no material impact on us or our business
and
-52-
all disputes surrounding securities matters will likely be covered by our
insurance. However, if this lawsuit is decided against us, and if it exceeds our
insurance coverage, it would aversely affect our financial condition, results of
operations and cash flows.
DEBENTURE LITIGATION
On January 25, 2005, we filed suit in United States District Court,
Western District of Louisiana (the "16(b) litigation") against the holders of
our 6.5% Subordinated Convertible Debentures and other third parties
(collectively, the "Debenture Holders"). The suit alleges violations by the
Debenture Holders pursuant to Section 16(b) of the Securities Exchange Act of
1934. We believe the Debenture Holders acted together for the purpose of
illegally acquiring, holding, voting or disposing our equity securities during
relevant time periods and have exerted an adverse group influence on OMNI and
our equity securities. The suit seeks the disgorgement of profits realized by
the Debenture Holders from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside") notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate principal amount of $2,765,625, on March 2, 2005. As of April 15,
2005, we have not redeemed any of the Portside Debentures. Portside also
notified us of its intention to commence a civil action against us to obtain a
judgement with respect to all amounts owed to it under the Portside Debentures.
Portside's acceleration of the maturity of the Debentures and its
potential commencement and prosecution of a civil action against us to obtain a
judgement with respect to all amounts owed to it under the Debentures are
subject to the terms of certain Subordination and Intercreditor Agreements (the
"Subordination Agreements") between the Debenture Holders and Webster Business
Credit Corporation (the "Agent"). Pursuant to the Subordination Agreements,
Portside is not authorized to receive payments in respect to the Debentures as a
result of the acceleration of the maturity of the Debentures or enforce any such
judgement without the prior written consent of Agent, except upon the earliest
to occur of, among other things, (i) acceleration of the senior debt, (ii)
commencement of enforcement of any rights and remedies under the senior debt
documents or applicable law with respect to the senior debt or the senior debt
documents, (iii) the institution of any Proceeding (as defined in the
Subordination Agreements), or (iv) the passage of 180 days from the date on
which Agent received written notice of the default from Portside.
To our knowledge, the threatened civil action has not commenced. Should
Portside, in fact, commence the threatened civil action, we intend to vigorously
defend the litigation, as well as, pursuing all available remedies including
those available pursuant to the aforementioned 16(b) litigation filed against
the Debenture Holders.
In the normal course of our business, we become involved in various
litigation matters including, among other things, claims by third parties for
alleged property damages, personal injuries and other matters. While we believe
we have meritorious defenses against these claims, management has used estimates
in determining our potential exposure and has recorded reserves in our financial
statements related thereto where appropriate. It is possible that a change in
our estimates of that exposure could occur, but we do not expect such changes in
estimated costs will have a material effect on our financial position or results
of operations.
EMPLOYMENT AGREEMENTS
On June 30, 2004, we amended Restricted Stock Incentive Agreements with
certain executive officers and executed Amended and Restated Incentive
Agreements (collectively referred to hereinafter as the "Incentive Agreements")
that award stock and/or cash on various vesting dates. Under the terms and
conditions of the Incentive Agreements, two executive officers received 40,454
shares and 50,000 shares, respectively. The stock was held in escrow, registered
in the name of the executive officers, until it vested 100% on November 4, 2004.
Tax equalization payments were also paid to the two executive officers totaling
$0.1 million at June 30, 2004. The awards were valued at their fair market value
at a price of $5.05 per share at June 30, 2004 and recorded, in full, as
compensation expense of $0.5 million.
The Incentive Agreements also grant these executive officers the right to
receive two cash payments each equal to the fair market value of 60,673 shares
and 75,000 shares of our common stock, respectively, on the first business day
following our annual stockholders' meeting in 2005 and in 2006. The amounts of
such stock-based awards to the executive officers on each vesting date may be
paid in cash or, at the sole option of the Compensation Committee, in additional
common stock, provided such shares are available for issuance pursuant to the
terms of the Fourth Amended and Restated OMNI Energy Services Corp. Stock
Incentive Plan (hereinafter the "Plan"). Such shares were not available until
November 30, 2004, when the number of shares available under the Plan was
approved by the stockholders to be increased. From June 30, 2004 until November
30, 2004 the awards were accounted for under FASB Interpretations (FIN) No. 28
"Accounting for Stock Appreciation Right and Other Variable Stock Option or
Award Plans" as a variable plan, which requires that compensation be measured at
the end of each reporting period at the quoted market price of a share of our
common stock and the change in the market value of the incentive awards be
changed to expense. As such, the awards were revalued at the end of each
reporting period at the quoted market price of a share of our common stock and
the period over period change charged to expense. At November 30, 2004, the
market value of a share of our common stock was $2.93 per share resulting in
compensation expense under variable accounting of $0.5 million to be recognized
through that date. Effective November 30, 2004, the Company amended these
incentive agreements to provide for 100% vesting of the restricted stock award
and we have put into escrow the number of shares of common stock to settle the
award. Accordingly, the previously
-53-
unvested portion of the award was charged to expense which, along with the
previously recognized $0.5 million, totaled $0.8 million which was recorded as
compensation expense as of December 31, 2004.
We also entered into Stock-Based Award Incentive Agreements (hereinafter
"SBA") with certain executive officers on June 30, 2004. The SBA shall become
computed and payable: (a) on the date of the Employee's termination of
employment (for any reason other than resignation or termination for cause), (b)
90 days after the executive's death or disability or (c) upon a Change in
Control. The executive managers were awarded 45% and 55%, respectively, of: (1)
10% of the fair market value (hereinafter "FMV"), defined as the average closing
price per share on the NASDAQ National Market over the five prior trading days
times the number of issued and outstanding shares of the Company, of a share of
the Company's common stock greater than or equal to $1.00 but less than $1.50,
plus (2) 15% of the FMV of a share of the Company's common stock greater than or
equal to $1.50 but less than $2.50, plus (3) 20% of the FMV of a share of the
Company's common stock greater than or equal to $2.50 but less than $10.00, plus
(4) 15% of the FMV of a share of the Company's common stock greater than or
equal to $10.00 but less than $20.00, plus (5) 10% of the FMV of a share of the
Company's common stock greater than or equal to $20.00. If no payments have been
made, the right terminates on December 31, 2008 or upon termination of
employment for resignation or cause, whichever occurs first. The intrinsic value
of this award at December 31, 2004 is $1.4 million but no compensation expense
has been recorded at December 31, 2004 because the award is contingent on future
events none of which are considered probable at December 31, 2004.
In addition, we entered into employment contracts with certain key
executive management effective until December 31, 2008 with automatic extensions
for additional, successive one year periods commencing January 1, 2009, unless
either party gives notice of non-renewal as provided for under the terms of the
employment contracts.
In connection with the Trussco acquisition (See Note 12), we entered into
employment contracts with three former Trussco stockholders effective through
December 31, 2006 with automatic extensions for additional, successive one year
periods commencing January 1, 2007, unless either party gives notice of
non-renewal as provided for under the terms of the employment contracts.
Subsequent to December 31, 2004, two of these employment contracts were
terminated.
TRUSSCO INC. EARNOUT
In connection with the acquisition of Trussco, we issued to certain former
shareholders of Trussco a promissory note ("Earnout Note") that will earn
interest at a rate of 5% per annum of the amount owed. Under the terms of the
Earnout Note, we agree to pay these shareholders on or before June 30, 2007, the
lesser of (i) the amount of $3 million, or (ii) the sum of the product of 3.12
times Trussco's average annual EBITDA (earnings before interest, taxes
depreciation and amortization) for the thirty-six month period ending December
31, 2006 less the sum of $9 million plus $1.5 million of Trussco long-term and
former shareholder debt existing as of June 30, 2004 that we assumed. At
December 31, 2004, no amounts have been accrued under the terms of the Earnout
Note as no amounts are owed.
9. STOCKHOLDERS' EQUITY
COMMON STOCK
The Consolidated Financial Statements and related notes thereto include
the retroactive effect of a one for three reverse stock split effective July 3,
2002. We currently have 45,000,000 shares of our $0.01 par value common stock
authorized; of these authorized shares, there were 9,569,729 and 11,679,565
issued at December 31, 2003 and 2004, respectively. In 2001, we repurchased
361,800 shares of treasury stock, of which during 2004, 90,454 shares were
re-issued leaving 271,346 outstanding at December 31, 2004.
PREFERRED STOCK
During the years ended December 31, 1999, 2000 and 2001, we privately
placed with an affiliate subordinated debentures totaling $7.5 million, $3.4
million and $1.5 million, respectively. The debentures matured five years from
their date of issue and accrued interest at various rates ranging from a fixed
rate of 12% per annum to a variable rate of interest starting at 12% per annum
and escalating to 20% per annum. In October 2000, we agreed to convert $4.6
million of the subordinated debentures into our Series A Preferred which is
convertible into common stock of the company at a conversion price of $0.75 per
share. In May 2001, we agreed to pay the affiliate $3.0 million cash plus issue
to the affiliate $4.6 million of the Company's Series B Preferred in
satisfaction of all of the remaining outstanding subordinated debentures
including accrued interest of $1.8 million. The Series B Preferred are
convertible into common stock of the company at a conversion price of $1.25 per
share. This transaction resulted in the affiliate agreeing to forgive $1.0
million of indebtedness, which has been reflected as a capital contribution from
the affiliate rather than as income in the accompanying financial statements.
The Preferred Stock earn dividends at a rate of 8% of which dividends of
$484,000, $484,000 and $490,000 were recorded during the years ended December
31, 2002, 2003 and 2004, respectively. In February 2004, we issued $10 million
of 6.5% Subordinated Convertible Debentures (See Note 4). The proceeds were used
to redeem $8.2 million of the Series A Preferred outstanding, including accrued
dividends of $0.7 million. The remaining 25 shares of Series A Preferred were
redeemed in April 2004 for $0.03 million. At December 31, 2004 there are no
Series A Preferred shares outstanding. During the first quarter of 2004, we
redeemed 2,286 shares of the Series B Preferred for $2.4 million, including
accrued dividends of $0.1 million. In
-54-
April 2004, we redeemed 2,285 shares of the total of 2,314 shares of the Series
B Preferred outstanding for $2.5 million, including accrued dividends of $0.2
million. At December 31, 2004, 29 shares of Series B Preferred remain
outstanding
In connection with the original issuance of the subordinated debentures,
we issued to the affiliate detachable warrants to purchase 1,912,833 shares of
our common stock, of which 293,055 shares were transferred during 2003 to settle
certain litigation and 858,678 shares were cancelled. The balance of 761,100
shares was exercised in the first quarter of 2004 at an exercise price of $2.25
per share.
EARNINGS PER SHARE
Basic earning per share ("EPS") is determined by dividing income(loss)
available to common stockholders by the weighted average number of shares of
common stock outstanding during the period. Diluted EPS reflects the potential
dilution that could occur if options and other contracts to issue shares of
common stock were exercised or converted into common stock. Giving retroactive
effect for the one for three reverse stock split effective July 3, 2002, we had
985,615, 193,146, and 63,003 options outstanding in the years ended December 31,
2002, 2003 and 2004, respectively, that were excluded from the calculation of
diluted EPS as they were antidilutive. In addition, warrants to purchase up to
2,121,662 and 1,241,500 shares of common stock were also excluded for the years
ended December 31, 2002 and 2004, respectively. Additionally, debentures
convertible into 1,123,264 shares of common stock and the Stockholder Notes
convertible into 319,149 shares of common stock were excluded in the
calculation for 2004.
The following table sets forth the computation of basic and diluted
weighted average shares outstanding:
Year Ended December 31,
-------------------------
2002 2003 2004
------- ------- -------
(in thousands)
Shares:
Basic shares outstanding.......... 8,739 8,772 10,884
------- ------- -------
Effect of dilutive securities:
Stock options................... 6 111 --
Warrants........................ -- 199 --
Preferred stock................. -- 2,280 --
------- ------- -------
Dilutive shares outstanding....... 8,745 11,362 10,884
======= ======= =======
Due to incurring a net loss for the year ended December 31, 2004, basic
and diluted weighted average shares used in the calculation of earnings per
share are the same due to the effects of potential dilutive securities being
anti-dilutive.
STOCK BASED COMPENSATION
During 2004, we entered into Incentive Agreements with our executive
officers that provides for, among other things, the issuance of restricted
common stock. Additionally, we entered into a SBA with certain executive
officers that provides for payments, based on the market value of our
outstanding common stock, in the event of death or change of control, for a
period beginning on June 30, 2004 and expires on December 31, 2008 (See Note 8).
In September 1997, we adopted the Stock Incentive Plan (the "Incentive
Plan") to provide long-term incentives to our key employees, officers, directors
who are our employees, and our consultants and advisors and non-employee
directors ("Eligible Persons"). Under the incentive plan, we may grant incentive
stock options, non-qualified stock options, restricted stock, other stock-based
awards, or any combination thereof to Eligible Persons. Options generally vest
over a four-year period and expire if unused after ten years. The exercise price
of any stock option granted may not be less than the fair market value of the
common stock on the date of grant. A total of 2,500,000 shares of common stock
have been authorized under the Incentive Plan, of which 1,084,819 remain
available for issuance at December 31, 2004.
In January 1999, we approved the Stock Option Plan (the "Option Plan") to
provide for the grant of options to purchase shares of our common stock to
non-officer employees of our company and our subsidiaries in lieu of year-end
cash bonuses. The Option Plan is intended to increase shareholder value and
advance our interests by providing an incentive to employees and by increasing
employee awareness of us in the marketplace. Under the Option Plan, we may grant
options to any of our employees with the exception of our officers. The options
become exercisable immediately with respect to one-half of the shares, and the
remaining one-half shall be exercisable one year following the date of the
grant. The exercise price of any stock option granted may not be less than the
fair market value of the common stock on the effective date of the grant. A
total of 100,000 shares of common stock are authorized, of which 30,422 remain
available for issuance at December 31, 2004.
A summary of our employee stock options as of December 31, 2002, 2003 and
2004, and changes during the years then ended, which give retroactive effect to
the one for three reverse stock split effective July 3, 2002, are presented
below:
-55-
WEIGHTED AVERAGE INCENTIVE OTHER
EXERCISE PRICE PLAN OPTIONS OPTIONS
---------------- ------------ -------
Balance at January 1, 2002............ $ 3.40 908,335 3,333
Granted............................. 1.94 75,000 --
Exercised........................... 1.87 (3,333) --
Forfeited........................... 5.05 (125,510) (3,333)
-------- --------- ------
Balance at December 31, 2002.......... 3.03 854,492 --
-------- --------- ------
Exercisable........................... 3.61 432,399 --
-------- ---------
Granted............................. 2.31 489,500 --
Exercised........................... 1.88 (119,998) --
Forfeited........................... 5.80 (54,854) --
-------- --------- ------
Balance at December 31, 2003.......... 2.74 1,169,140 --
-------- --------- ------
Exercisable........................... 3.10 598,729 --
-------- ---------
Granted............................. 4.00 177,500 --
Exercised........................... 2.04 (152,312) --
Forfeited........................... 6.28 (125,036) --
-------- --------- ------
Balance at December 31, 2004.......... $ 2.63 1,069,292 --
======== ========= ======
Exercisable........................... $ 2.51 741,135 --
======== ========= ======
The following table summarizes information about employee stock options
outstanding at December 31, 2004:
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
--------------------------------------------- ------------------------------
WGTD. AVG.
NUMBER REMAINING WGTD. AVG. NUMBER WGTD. AVG.
EXERCISE PRICES OUTSTANDING CONTR. LIFE EXERCISE PRICE EXERCISABLE EXERCISE PRICE
--------------- ----------- ----------- -------------- ----------- --------------
$1.30 - $5.21....... 1,048,003 7.2 $ 2.56 734,846 $ 2.48
$5.22 - $10.42...... 21,289 6.7 $ 6.07 6,289 $ 6.30
--------- -------
1,069,292 7.2 $ 2.63 741,135 $ 2.51
========= =======
There were also 1,373,449 warrants outstanding and exercisable at exercise
prices ranging from $1.54 to $9.00.
10. INCOME TAXES
The components of deferred tax assets and liabilities as of December 31
are as follows:
DECEMBER 31,
-------------------------
2003 2004
---------- ----------
(in thousands)
Deferred Tax Assets:
Allowance for doubtful accounts....... $ 17 $ 134
Net operating loss carryforward....... 12,453 17,439
---------- ----------
Total deferred tax assets........... 12,470 17,573
Deferred Tax Liabilities:
Property and equipment................ (4,887) (5,403)
Customer intangible..................... (337) (474)
Less: Valuation Allowance............... (5,246) (9,696)
---------- ----------
Net Deferred Tax Asset.................. $ 2,000 $ 2,000
========== ==========
The income tax expense (benefit) for the years ended December 31,
consisted of the following:
YEAR ENDED DECEMBER 31,
----------------------------------
2002 2003 2004
--------- -------- --------
(in thousands)
Current benefit........................ $ 884 $ -- $ --
Deferred benefit (expense)............. (1,713) (2,518) (4,450)
Less: change in valuation allowance.... 1,229 4,118 4,450
-------- -------- --------
Total tax benefit.................... $ 400 1,600 $ --
======== ======== ========
-56-
The reconciliation of Federal statutory and effective income tax rates for
the years ended December 31, is shown below:
YEAR ENDED DECEMBER 31,
-----------------------
2002 2003 2004
---- ---- ----
Statutory federal rate................. 34% 34% 34%
State taxes............................ 3 3 3
Goodwill............................... -- -- --
Life insurance proceeds................ -- -- --
Valuation allowance.................... (87) (83) (37)
Other.................................. -- -- --
--- --- ---
Total................................ (50)% (46)% 0%
=== === ===
As of December 31, 2004, for tax purposes, we had net operating loss
carryforwards (NOLs) of approximately $47.2 million. The NOLs will expire
commencing 2018. We account for income taxes under the provision of SFAS No.
109, which requires recognition of future tax benefits (NOLs and other temporary
differences), subject to a valuation allowance based on more likely than not
that such asset will be realized. In determining whether it is
more-likely-than-not that we will realize such tax asset, SFAS No. 109 requires
that all negative and positive evidence be considered (with more weight given to
evidence that is "objective and verifiable") in making the determination. SFAS
No. 109 indicated that "forming a conclusion that a valuation allowance is not
needed is difficult when there is negative evidence such as cumulative losses in
recent years"; therefore we determined that it was required by the provision of
SFAS No. 109 to maintain a valuation allowance of $6.0 million for all of the
recorded net deferred tax assets. In 2002 and 2003, we reversed $0.4 million and
$1.6 million, respectively of this related reserve due to our expectation of
generating taxable income in the future. Future favorable adjustments to the
valuation allowance may be required if and when circumstances change.
11. SEGMENT INFORMATION
SFAS No. 131, "Disclosures About Segments of an Enterprise and Related
Information," which requires that companies disclose segment data based on how
management makes decisions about allocating resources to segments and measuring
their performance. Currently, we conduct our operations principally in three
segments - Seismic Drilling, Aviation Transportation and Environmental Services,
all of which operate exclusively in North America. The Seismic Drilling division
is comprised of three segments - Drilling, Survey and Permitting. The Aviation
Transportation division and the Environmental Services division operate as stand
alone segments. All remaining assets, primarily our corporate offices,
warehouses and underlying real estate, are located in North America.
The segment classified as Corporate includes all other operating
activities to support the executive office, capital structure and costs of
being a public registrant. These costs are not allocated to the business
segments by management when determining segment profit or loss.
Drilling revenue is derived primarily from drilling and loading of the
source points for seismic analysis. Aviation revenue is derived through
transport of geophones and recorders used to collect the seismic data between
receiving points, transport heli-portable drilling units into remote or
otherwise inaccessible terrain, transport people and equipment to offshore oil
and gas platforms and rigs. Survey revenue is recorded after the customer has
determined the placement of source and receiving points, and after survey crews
are sent into the field to plot each source and receiving point prior to
drilling. Permitting revenue is derived from services provided in conjunction
with obtaining permits from landowners. Environmental revenue is earned from
tank and vessel cleaning. The following table shows segment information (net of
intercompany transactions) as adjusted for discontinued operations for the years
ended December 31, 2002, 2003 and 2004:
-57-
DRILLING AVIATION ENVIRONMENTAL CORPORATE TOTAL
--------- -------- ------------- --------- ---------
2004
Operating revenues................... $ 30,596 $ 12,371 $ 8,667 $ -- $ 51,634
Operating income (loss).............. 2,429 (806) 597 (6,390) (4,170)
Interest expense..................... -- -- -- 5,177 5,177
Depreciation and amortization........ 3,399 1,001 950 -- 5,350
Asset impairments.................... -- 4,174 -- -- 4,174
Loss from discontinued operations.... -- (3,086) -- -- (3,086)
Identifiable assets.................. 21,502 20,985 13,264 10,162 65,913
Capital expenditures(2).............. 162 6,612 21 103 6,898
2003
Operating revenues................... $ 31,579 $ 4,244 $ -- $ -- $ 35,823
Operating income (loss).............. 5,422 311 -- (2,392) 3,341
Interest expense..................... -- -- -- 1,397 1,397
Depreciation and amortization........ 3,355 524 -- -- 3,879
Income (loss) from discontinued
operations......................... (367) 192 -- -- (175)
Identifiable assets.................. 22,557 15,795 -- 11,937 50,289
Capital expenditures(2).............. 99 358 -- 37 494
2002
Operating revenues................... $ 24,619 $ 3,066 $ -- $ -- $ 27,685
Operating income (loss).............. 3,017 888 -- (2,033) 1,872
Interest expense..................... -- -- -- 1,179 1,179
Depreciation and amortization........ 3,270 414 -- -- 3,684
Identifiable assets(1)............... 25,359 6,096 -- 9,870 41,325
Capital expenditures(1) (2).......... 625 25 -- 35 892
- ------------
(1) In September 2002, we acquired certain drilling equipment previously held
under a lease obligation.
(2) Net of assets obtained in acquisitions (See Note 12).
12. ACQUISITIONS
AIRJAC DRILLING
On January 18, 2002, we acquired the assets of AirJac Drilling (AirJac), a
division of Veritas DGC Land, Inc. (Veritas), a seismic drilling support company
headquartered in New Iberia, Louisiana. The aggregate acquisition price was $4.2
million, including $2.0 million cash, acquisition costs, assumption of a capital
lease and a commitment valued at $1.9 million to discount future work to be
performed for Veritas over a four year period. In this acquisition, we acquired
inventory, vehicles, shop equipment and drilling, assigning field and support
equipment. The allocation of the purchase price resulted in assigning $1.9 to a
million customer relationship intangible asset (See Note 5). We established a
liability for these future minimum discounts which will be recognized as work is
performed. The results of AirJac's operations have been included in our
consolidated financial statements since the acquisition date.
AMERICAN HELICOPTERS, INC.
On November 20, 2003, we purchased American Helicopters, Inc. ("AHI") for
an aggregate acquisition price of $5.4 million including $4.6 million of cash
and the assumption of $0.8 million of certain liabilities. AHI operated 17
helicopters from base locations in Louisiana and Texas and was headquartered in
Angleton, Texas. The infrastructure received through this acquisition
significantly increased our ability to provide aviation services to oil and gas
companies operating in the offshore waters in the Gulf of Mexico. The results of
AHI's operations have been included in our consolidated financial statements
since the acquisition date.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed for the acquisition of AHI at the date of
acquisition (in thousands):
-58-
BALANCE SHEET DATA
Current assets, including cash of $542........................... $ 2,129
Property, plant, and equipment................................... 3,322
Current Liabilities.............................................. (598)
Long-term liabilities............................................ (213)
---------
Cash purchase price.............................................. $ 4,640
=========
In 2004, we made an adjustment to the purchase price for additional
liabilities assumed since the date of acquisition totaling $0.2 million, which
increased the total cash purchase price to $4.8 million. The adjustment
increased property and equipment with an offsetting amount to current
liabilities. Additional fees of $0.3 million associated with the
acquisition were capitalized to intangibles and are being amortized over 5
years.
TRUSSCO, INC
On June 30, 2004, we purchased all of the issued and outstanding stock of
Trussco, Inc. and all of the membership interests in Trussco Properties, L.L.C.
(collectively "Trussco) for an aggregate acquisition price of $11.9 million,
including $7.3 million in cash, $3.0 million in 5% convertible promissory notes
payable to certain stockholders ("Stockholder Notes") maturing in June 2007, and
the assumption of approximately $1.6 million in debt and other liabilities. The
Stockholder Notes can be prepaid at any time and are convertible into shares of
our common stock at a price of $9.40 per share. Trussco is a leading provider of
dock-side and offshore tank, vessel, boat and barge cleaning services
principally to major and independent oil and gas companies operating in the Gulf
of Mexico. The acquisition will increase our revenue and customer base and
offers cross-selling opportunities with our aviation transportation division.
Correspondingly, $4.6 million was allocated to intangible assets attributable to
customer lists and other industry-specific intangible assets. The results of
Trussco operations are included in our consolidated financial statements since
the date of the acquisition.
In connection with the acquisition of Trussco, we issued to certain former
shareholders of Trussco a promissory note ("Earnout Note") that will earn
interest at a rate of 5% per annum of the amount owed. Under the terms of the
Earnout Note, we agree to pay these shareholders on or before June 30, 2007, the
lesser of (i) the amount of $3 million, or (ii) the sum of the product of 3.12
times Trussco's average annual EBITDA (earnings before interest, taxes
depreciation and amortization) for the thirty-six month period ending December
31, 2006 less the sum of $9 million plus $1.5 million of Trussco long-term and
former shareholder debt existing as of June 30, 2004 that we assumed. At
December 31, 2004, no amounts have been accrued under the terms of the Earnout
Note as no amounts are owed.
The following table summarizes the estimated fair values of the assets
acquired and liabilities assumed at the date of acquisition. The property and
equipment and intangible assets are being amortized over five years with no
residual value. The final allocation of the purchase price to intangible assets
and goodwill has not been completed. The allocation of the purchase price is
subject to adjustment as acquired asset and liability values are being finalized
and certain "look back" provisions are resolved (in thousands):
Current assets, including cash of $427....... $ 3,618
Property and equipment....................... 3,695
Other assets................................. 19
Intangible assets............................ 4,644
Current Liabilities.......................... (1,460)
Assumption of Debt........................... (177)
Stockholder Notes............................ (3,000)
----------
Cash purchase price........................ $ 7,339
==========
In July 2004, we incurred fees for merchant banking services provided
during the Trussco acquisition. The fees were earned upon signing of final
documents and the receipt of title to assets. The total fee included $0.5
million cash, increasing the cash purchase price to $7.8 million, 69,930 shares
of restricted stock and 5-year common stock warrants to purchase 100,000 shares
of common stock at an exercise price of $7.15. The restricted stock was valued
at the common stock price on July 1, 2004 of $4.89 per share, or $0.3 million.
The warrants are not exercisable for a period of one-year after the issue date
of such warrants. In accordance with APB Opinion No. 14, the warrants were
valued at a fair market value of $0.2 million using the Black Scholes option
pricing model. The total value of fees of $1.0 million were capitalized as part
of the allocation of the purchase price and assigned to intangibles associated
with the Trussco acquisition and are being amortized over 5 years.
-59-
The pro forma unaudited results summarized below reflects our consolidated
pro forma results of operations as if Airjac, AHI and Trussco were acquired on
January 1, 2002, with the entire results of AHI presented as discontinued
operations (see note 13):
PRO FORMA
UNAUDITED RESULTS
YEAR ENDED DECEMBER 31,
--------------------------------------
2002 2003 2004
---------- --------- ----------
(in thousands except per share data)
INCOME STATEMENT DATA
Operating revenue.................................. $ 48,329 $ 55,547 $ 61,342
Operating expenses................................. 47,925 50,843 60,633
Net income (loss) from continuing operations
available to common stockholders................. (985) 4,134 (11,554)
Discontinued operations............................ 574 877 (3,086)
---------- --------- ----------
Net income (loss) available to common
stockholders................................... $ (411) $ 5,011 $ (14,640)
========== ========= ==========
Basic income (loss) per common share:
Income (loss) from continuing operations
available to common stockholders............... $ (0.11) $ 0.47 $ (1.06)
Income (loss) from discontinued operations....... 0.07 0.10 (0.28)
---------- --------- ----------
Net Income (loss) available to common
stockholders.................................... $ 0.04 $ 0.57 $ (1.34)
========== ========= ==========
Diluted income (loss) per common share:
Income (loss) from continuing operations
available to common stockholders............... $ (0.11) $ 0.40 $ (1.06)
Income (loss) from discontinued operations....... 0.07 0.08 (0.28)
---------- --------- ----------
Net income (loss) available to common
stockholders.................................... $ 0.04 $ 0.48 $ (1.34)
========== ========== ==========
13. DISCONTINUED OPERATIONS
On November 20, 2003, we purchased AHI, resulting in the acquisition of
thirteen (13) helicopters and four (4) leased helicopters at bases located in
Louisiana and Texas. AHI was strategically targeted and purchased for the
infrastructure of aircraft, fueling stations, flight (customer) following and
pilot and mechanic organizations.
We made the decision in July 2004, after owning AHI for approximately
eight months, to exit from the Texas location in Brazoria County, to begin the
withdrawal of business activity with AHI customers in Texas, and to move all
operations to our main operating facility in Louisiana. This strategy also fits
with the planned completion of the Intracoastal City (Mouton Cove) facility as a
central operation base of operations. Our planned strategy is to certify all of
our fleet under the OMNI Federal Aviation Agency 135 certificate and to market
our flight services to independent and major oil and gas customers. Our strategy
is to service operators that require aircraft geared to crew change and larger
passenger capacity, which allow for higher rates and use. The large operators
work from Master Service Agreements which meet our needs for higher, more fixed
pricing and fixed unit structures. The plan encompassed relocation of personnel,
the elimination of certain duplicate positions, and the negotiation of early
release of operating leases at the Brazoria County facility. The costs we
incurred include travel and re-location costs for personnel who were relocated,
costs associated with the transfer of aircraft to the 135 certificate,
termination costs for personnel who were eliminated, any costs incurred to
obtain an early release of operating leases at the Brazoria County facility and
other direct costs related to the exit of this business group. In September
2004, we surrendered the AHI 135 certificate.
-60-
In accordance with SFAS No. 144, we are accounting for the Brazoria market
as a separate component of the aviation segment and are recognizing costs
associated with our exit activities from the Brazoria base. These items are
reported as results of discontinued operations totaling $3.1 million, net of
income taxes of $0, as a component of net loss. Accordingly, the table below
presents all revenues and expenses of the Brazoria location included in the loss
from discontinued operations:
YEAR ENDED DECEMBER 31,
------------------------------
2003 2004
----------- -----------
(in thousands)
Revenue............................................... $ 874 $ 2,780
Operating expenses:
Direct operating costs.............................. 587 4,058
Depreciation and amortization....................... 23 59
General and admin expenses.......................... 72 997
----------- -----------
Total operating expenses.......................... 682 5,114
Other direct exit costs............................... -- 752
----------- -----------
Loss before taxes..................................... 192 (3,086)
Tax (benefit) expense................................. -- --
----------- -----------
Net income (loss) from discontinued operations........ $ 192 $ (3,086)
=========== ===========
We have included in the loss from discontinued operations an allowance for
doubtful accounts of $0.2 million recorded as a result of contract termination
negotiations associated with our exit of the Brazoria County, Texas market. The
allowance is shown net against accounts receivable in the consolidated balance
sheet at December 31, 2004. As required by SFAS No. 146, the following table
reflects the total amount incurred in connection with the other exit activity
for the year ended December 31, 2004:
YEAR ENDED
DECEMBER 31, 2004
-----------------
Lodging and travel.......................................... $ 53
Severance and outplacement.................................. 30
---------
Total exit costs............................................ 83
=========
14. SUMMARIZED QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
QUARTER ENDED
---------------------------------------------------
2004 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
- ----------------------------------------------------------- -------- ---------- ------------ -----------
(Restated) (Restated)
(in thousands except per share data)
Operating revenues......................................... $ 10,853 $ 12,644 $ 14,300 $ 13,837
Operating expenses......................................... 10,222 12,480 14,846 14,082
Asset impairment........................................... -- -- -- 4,174
-------- --------- ---------- ----------
Operating income (loss).................................... 631 164 (546) (4,419)
Income (loss) from continuing operations .................. 187 (911) (2,004) (8,441)
Income (loss) from discontinued operations................. (102) 29 (1,465) (1,548)
-------- --------- ---------- ----------
Income (loss).............................................. 85 (882) (3,469) (9,989)
Dividends and accretion of preferred stock................. (485) (5) -- --
-------- --------- ---------- ----------
Net income (loss) available to common stockholders......... $ (400) $ (887) $ (3,469) $ (9,989)
======== ========= ========== ==========
Basic income (loss) per common share:
Loss from continuing operations........................ $ (0.03) $ (0.08) $ (0.18) $ (0.74)
Loss from discontinued operations...................... (0.01) -- (0.13) (0.14)
-------- --------- ---------- ----------
Net loss available to common stockholders.............. $ (0.04) $ (0.08) $ (0.31) $ (0.88)
======== ========= ========== ==========
Diluted income (loss) per common share:
Loss from continuing operations........................ $ (0.03) $ (0.08) $ (0.18) $ (0.74)
Loss from discontinued operations...................... (0.01) -- (0.13) (0.14)
-------- --------- ---------- ----------
Net loss available to common stockholders.............. $ (0.04) $ (0.08) $ (0.31) $ (0.88)
======== ========= ========== ==========
-61-
QUARTER ENDED
-----------------------------------------------------
2003 MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
- ----------------------------------------------------------- -------- --------- ------------ ------------
(in thousands except per share data)
Operating revenues......................................... $ 6,207 $ 10,409 $ 10,218 $ 8,989
Operating expenses......................................... 6,173 8,587 8,664 9,058
-------- --------- ---------- ----------
Operating income (loss).................................... 34 1,822 1,554 (69)
Income (loss) from continuing operations................... (115) 1,542 1,439 792
Loss from discontinued operations.......................... -- -- -- (175)
-------- --------- ---------- ----------
Income (loss).......................................... (115) 1,542 1,439 617
Dividends and accretion of preferred stock................. -- -- (242) (242)
-------- --------- ---------- ----------
Net income (loss) available to common stockholders......... $ (115) $ 1,542 $ 1,197 $ 375
======== ========= ========== ==========
Basic income (loss) per common share:
Income (loss) from continuing operations............... $ (0.01) $ 0.18 $ 0.14 $ 0.06
Loss from discontinued operations...................... -- -- -- (0.02)
-------- --------- ---------- ----------
net income (loss) available to common stockholders..... $ (0.01) $ 0.18 $ 0.14 $ 0.04
======== ========= ========== ==========
Diluted income (loss) per common share:
Income (loss)from continuing operations................ $ (0.01) $ 0.18 $ 0.11 $ 0.05
Loss from discontinued operations...................... -- -- -- (0.01)
-------- --------- ---------- ----------
Net income (loss) available to common stockholders..... $ (0.01) $ 0.18 $ 0.11 $ 0.04
======== ========= ========== ==========
During the three months ended December 31, 2004, we recorded an impairment
charge of approximately $4.2 million of which approximately $3.0 million was the
write off of unamortized aviation repairs and $1.2 million was an impairment
charge on our aviation fleet. Furthermore, during the fourth quarter of 2004, we
recorded a charge of $0.8 million in unamortized loan costs, $0.9 million in
connection with the early extinguishment of a portion of our convertible
debentures and $0.4 million in other loan costs.
-62-
RESTATEMENT OF PRIOR PERIOD INTERIM FINANCIAL STATEMENTS
Due to the restatements as described below and contained herein of the
Consolidated Financial Statements previously filed within Forms 10-Q for the
quarterly periods ended March 31, 2004, June 30, 2004 and September 30, 2004
such financial statements contained in these Forms 10-Q should no longer be
relied upon.
In final preparation for the filing of the annual report on Form 10-K, an
error was discovered that affects amounts that had previously been reported on
Form 10-Q for the quarterly periods ended June 30, 2004 and September 30, 2004.
The error arose as a result of the incorrect calculation of the valuation of the
warrants and the beneficial conversion features originally recorded on the
convertible debentures entered into during April 2004. This error resulted in an
understatement in the amount recorded as convertible debentures, net of
discounts and an overstatement in the amount recorded as additional paid in
capital of $1.4 million. Furthermore, the amount of these debt discounts, the
beneficial conversion features and loss on extinguishments of debt charged to
expense were overstated.
The following is a comparison of the previously reported and restated
amounts for the Consolidated Statements of Operations for the quarterly periods
ended June 30, 2004 and September 30, 2004:
THREE MONTHS ENDED JUNE 30, 2004 SIX MONTHS ENDED JUNE 30, 3004
---------------------------------------- ----------------------------------------
(as reported) (as reported)
(1) (adjustment) (as restated) (1) (adjustment) (as restated)
Operating revenues ............................. $ 12,644 $ -- $ 12,644 $ 23,497 $ -- $ 23,497
Operating expenses ............................. 12,480 -- 12,480 22,702 -- 22,702
--------- --------- --------- --------- --------- ---------
Net operating income (loss) .................... 164 -- 164 795 -- 795
Interest expense and other ..................... 1,431 (356) 1,075 1,875 (356) 1,519
--------- --------- --------- --------- --------- ---------
Income (loss) from continuing Operations ....... (1,267) 356 (911) (1,080) 356 (724)
Gain (loss) from discontinued operations ....... 29 -- 29 (73) -- (73)
--------- --------- --------- --------- --------- ---------
Income ......................................... (1,238) 356 (882) (1,153) 356 (797)
Accretion of preferred stock and dividends ..... (5) -- (5) (490) -- (490)
--------- --------- --------- --------- --------- ---------
Net income (loss) applicable to common
stockholders ................................ $ (1,243) $ 356 $ (887) $ (1,643) $ 356 $ (1,287)
========= ========= ========= ========= ========= =========
Basic income (loss) per common share:
Income (loss) from continuing operations ....... $ (0.11) $ 0.03 $ (0.08) $ (0.15) $ 0.04 $ (0.11)
Loss from discontinued operations .............. -- -- -- (0.01) -- (0.01)
--------- --------- --------- --------- --------- ---------
Net Income (loss) applicable to common
stockholders ................................ $ (0.11) $ 0.03 $ (0.08) $ (0.16) $ 0.04 $ (0.12)
========= ========= ========= ========= ========= =========
Diluted income (loss) per common share:
Income (loss) from continuing operations ....... $ (0.11) $ 0.03 $ (0.08) $ (0.15) $ 0.04 $ (0.11)
Income (loss) from discontinued operations ..... -- -- -- (0.01) -- (0.01)
--------- --------- --------- --------- --------- ---------
Net Income (loss) applicable to common
stockholders ................................ $ (0.11) $ 0.03 $ (0.08) $ (0.16) $ 0.04 $ (0.12)
========= ========= ========= ========= ========= =========
-63-
THREE MONTHS ENDED SEPTEMBER 30, 2004 NINE MONTHS ENDED SEPTEMBER 30, 2004
---------------------------------------- ----------------------------------------
(as reported) (as reported)
(1) (adjustment) (as restated) (1) (adjustment) (as restated)
Operating revenues.............................. $ 14,300 $ -- $ 14,300 $ 37,797 $ -- $ 37,797
Operating expenses.............................. 14,846 -- 14,846 37,548 -- 37,548
-------- ------- -------- ---------- ------- ---------
Net operating income (loss)..................... (546) -- (546) 249 -- 249
Interest expense and other...................... 2,005 (547) 1,458 3,880 (903) 2,977
-------- ------- -------- ---------- ------- ---------
Net income (loss) from continuing operations ... (2,551) 547 (2,004) (3,631) 903 (2,728)
Loss from discontinued operations............... (1,465) -- (1,465) (1,538) -- (1,538)
-------- ------- -------- ---------- ------- ---------
Net Income...................................... (4,016) 547 (3,469) (5,169) 903 (4,266)
Accretion of preferred stock.................... -- -- -- (490) -- (490)
-------- ------- -------- ---------- ------- ---------
Net income (loss) applicable to common
stockholders ................................ $ (4,016) $ 547 $ (3,469) $ (5,659) $ 903 $ (4,756)
======== ======= ======== ========== ======= =========
Basic income (loss) per common share:
Income (loss) from continuing operations........ $ (0.23) $ 0.05 $ (0.18) $ (0.40) $ 0.10 $ (0.30)
Loss from discontinued operations............... (0.13) -- (0.13) (0.13) (0.01) (0.14)
-------- ------- -------- ---------- ------- ---------
Net Income (loss) applicable to common
stockholders ................................ $ (0.36) $ 0.05 $ (0.31) $ (0.53) $ 0.09 $ (0.44)
======== ======= ======== ========== ======= =========
Diluted income (loss) per common share:
Income (loss) from continuing operations........ $ (0.23) $ 0.05 $ (0.18) $ (0.40) $ 0.10 $ (0.30)
Loss from discontinued operations............... (0.13) -- (0.13) (0.13) (0.01) (0.14)
-------- ------- -------- ---------- ------- ---------
Net Income (loss) applicable to common
stockholders ................................ $ (0.36) $ 0.05 $ (0.31) $ (0.53) $ 0.09 $ (0.44)
======== ======= ======== ========== ======= =========
(1) As originally reported, adjusted for discontinued operations of AHI.
In addition to consideration of the restatements described above, the Line
of Credit contains a lockbox arrangement and acceleration clause which requires
the amount to be recorded as a current liability in accordance with EITF 95-22,
"Balance Sheet Classification of Borrowings Outstanding under Revolving Credit
Agreements that include both a Subjective Acceleration Clause and Lock-box
Arrangement." Conversely, the Line was incorrectly classified as a long-term
liability at March 31, 2004 and June 30, 2004.
Accordingly, the financial statements for the quarterly periods ended
March 31, 2004, June 30, 2004 and September 30, 2004 have been restated.
MARCH 31, 2004
------------------------------------------
(as reported) (adjustment) (as restated)
Line of credit, current .................. $ - $ 6,487 $ 6,487
Total current liabilities ................ 12,081 6,487 18,568
Line of credit, long-term ................ 6,487 (6,487) -
Convertible debentures, net of discount .. 9,050 -- 9,050
Long-term liabilities .................... 27,932 (6,487) 21,445
Total Liabilities ........................ 40,013 -- 40,013
Additional paid in capital ............... 62,767 -- 62,767
Accumulated deficit ...................... (45,867) -- (45,867)
Total stockholders' equity ............... 18,779 -- 18,779
-64-
JUNE 30, 2004
--------------------------------------------
(as reported) (adjustment) (as restated)
Line of credit, current................................. $ -- $ 5,260 $ 5,260
Convertible debentures, net of discount................. 13,179 1,043 14,222
Total current liabilities............................... 29,848 6,303 36,151
Line of credit, long term............................... 5,260 (5,260) --
Long-term liabilities................................... 22,223 (5,260) 16,963
Total Liabilities....................................... 52,071 1,043 53,114
Additional paid in capital.............................. 64,584 (1,399) 63,185
Accumulated deficit..................................... (47,111) 356 (46,755)
Total stockholders' equity.............................. 17,089 (1,043) 16,046
SEPTEMBER 30, 2004
--------------------------------------------
(as reported) (adjustment) (as restated)
Line of credit, current................................. $ 9,920 $ -- $ 9,920
Convertible debentures, net of discount................. 11,399 496 11,895
Total current liabilities............................... 41,012 496 41,508
Long-term liabilities................................... 17,241 -- 17,241
Total Liabilities....................................... 58,253 496 58,749
Additional paid in capital.............................. 65,092 (1,399) 63,693
Accumulated deficit..................................... (51,127) 903 (50,224)
Total stockholders' equity.............................. 13,582 (496) 13,086
15. SUBSEQUENT EVENTS
At December 31, 2004, we had certain non-essential aviation assets
reported as "Held for Sale" which were ultimately sold subsequent to the year
ended December 31, 2004 for $2.9 million in cash and extinguishment of debt. For
the twelve month period ended December 31, 2004, we recorded an impairment of
$0.6 million representing the write down of these non-essential aviation assets
to their expected net realizable value.
On March 7, 2005, we received a commitment letter from an Institutional
Investor to provide us with $50 million of equipment term financing ("Term A
Loan"). Under the terms of the commitment letter, funding under the Term A Loan
will be limited to the lesser of $50 million and the sum of (i) 85% of the
orderly liquidation value of our aviation fleet; (ii) 75% of the orderly
liquidation value of our seismic drilling and environmental equipment; and (iii)
50% of the fair market value of certain real estate. Proceeds from the Term A
Loan will be used to re-finance certain long-term debt, provide working capital
and establish funding necessary to complete various strategic transactions under
Consideration. Closing is subject to negotiation, execution and delivery of loan
and contractual documentation reasonably satisfactory to the lender.
The Term A Loan will mature 60 months after closing and with level
amortization of the principal, quarterly in arrears, to a 50% balloon at the
maturity date. The Term A Loan will initially accrue interest at the rate of the
30-day LIBOR plus 6.5%, payable quarterly. Further, in connection with the
completion of the Term A Loan, the Line (See Note 4) will be increased from $12
million to $15 million, the maturity will be extended to be concurrent with the
Term A Loan and will contain cross default provisions.
On January 25, 2005, we filed suit in United States District Court,
Western District of Louisiana (the "16(b) litigation") against the holders of
our 6.5% Subordinated Convertible Debentures and other third parties
(collectively, the "Debenture Holders"). The suit alleges violations by the
Debenture Holders pursuant to Section 16(b) of the Securities Exchange Act of
1934. We believe the Debenture Holders acted together for the purpose of
illegally acquiring, holding, voting or disposing our equity securities during
relevant time periods and have exerted an adverse group influence on OMNI and
our equity securities. The suit seeks the disgorgement of profits realized by
the Debenture Holders from their purchases and sales of our common stock.
On February 25, 2005, one of the Debenture Holders, Portside Growth and
Opportunity Fund ("Portside") notified us of certain alleged events of default
under the 6.5% Subordinated Convertible Debentures issued to Portside (the
"Portside Debentures"). As a result of these alleged events of default, Portside
demanded that we redeem all of the Portside Debentures held by it, in the
aggregate principal amount of $2,765,625, on March 2, 2005. Portside also
notified us of its intention to commence a civil action against us to obtain a
judgement with respect to all amounts owed to it under the Portside Debentures.
-65-
Portside's acceleration of the maturity of the Debentures and its
potential commencement and prosecution of a civil action against us to obtain a
judgement with repect to all amounts owed to it under the Debentures are subject
to the terms of certain Subordination and Intercreditor Agreements (the
"Subordination Agreements") between the Debenture Holders and Webster Business
Credit Corporation (the "Agent"). Pursuant to the Subordination Agreements,
Portside is not authorized to receive payments in respect to the Debentures as a
result of the acceleration date of the debentures or enforce any such judgement
without the prior written consent of Agent, except upon the earliest to occur
of, among other things, (i) acceleration of the senior debt, (ii) commencement
of enforcement of any rights and remedies under the senior debt documents or
applicable law with respect to the senior debt or the senior debt documents,
(iii) the institution of any Proceeding (as defined in the Subordination
Agreements), or (iv) the passage of 180 days from the date on which Agent
received written notice of the default from Portside.
To our knowledge, the threatened civil action has not commenced. Should
Portside, in fact, commence the threatened civil action, we intend to vigorously
defend the litigation, as well as, pursuing all available remedies including
those available pursuant to the aforementioned 16(b) litigation filed against
the Debenture Holders.
In April 2005, we reached a tentative settlement ("Portside Settlement")
with Portside. Under the terms of the Portside Settlement, we agreed to pay
Portside $1.0 million cash and issue them 500,000 shares of our common stock in
exchange for the extinguishment of approximately $2.8 million of our 6.5%
Subordinated Convertible Debentures and the dismissal of Portside from the 16(b)
litigation. Completion of the Portside Settlement is contingent upon completion
of a mutually satisfactory settlement agreement and release from Portside and
other Debenture holders.
On January 21, 2005 we entered into a forbearance agreement with Beal
Bank, SSB, which increased the interest rate from 12% to 17% and extended the
maturity of the Bridge Loan to March 15, 2005. The forbearance agreement has
been amended to extend the maturity to April 15, 2005. In connection with the
execution of the forbearance agreement and the extension thereof, we have
reduced the outstanding principal balance by $0.6 million. We are currently in
negotiations to extend the maturity date of the Bridge loan.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
On February 24, 2005, we engaged Pannell Kerr Forster of Texas, P.C.
("PKF") as our Independent Registered Public Accounting Firm to audit our
consolidated financial statements for the year ending December 31, 2004. BDO
Seidman, LLP ("BDO"), who had been engaged as our Independent Registered Public
Accounting Firm since July 12, 2004, resigned on February 17, 2005, prior to
commencement of work on the audit of our consolidated financial statements for
the year ending December 31, 2004. PKF will also perform a review of the
unaudited condensed quarterly financial statements to be included in our
quarterly reports on Form 10-Q beginning with the March 31, 2005 Form 10-Q. The
decision to engage PKF as our Independent Registered Public Accounting Firm was
made by the Audit Committee of our Board of Directors.
BDO reviewed the Company's consolidated financial statements during the
quarters ended June 30, 2004 and September 30, 2004. BDO did not provide a
report on the Company's financial statements for either of the past two years.
During the period beginning July 12, 2004 through the date of their
resignation, there were no disagreements with BDO on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of BDO,
would have caused it to make reference to the subject matter of the
disagreements. During the period beginning July 12, 2004 through the date of
BDO's resignation, there were no reportable events as defined in Item 304 (a)
(1) (v) of Regulation S-K requiring disclosure pursuant to Item 304(a)(1)(v) of
Regulation S-K. As used herein, the term "reportable event" means any of the
items listed in paragraphs (a) (1) (v) (A)-(D) of Item 304 of Regulation S-K.
During the two-year period ended December 31, 2004 and the subsequent
interim period prior to PKF's engagement, neither we nor anyone on its behalf
has consulted with PKF regarding: (i) the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on our financial statements, and neither a
written report was provided to us nor oral advice was provided that PKF
concluded was an important factor considered by us in reaching a decision as to
the accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement or a reportable event.
We requested that BDO furnish a letter addressed to the Securities
and Exchange Commission stating whether or not it agrees with the above
statements. A copy of the letter from BDO dated February 24, 2005 was filed as
Exhibit 16.1 to the Form 8-K dated February 24, 2005.
-66-
ITEM 9A. CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to provide
reasonable assurance that information required to be disclosed by us in the
reports that we file or submit to the Securities and Exchange Commission under
the Securities Exchange Act of 1934, as amended, is recorded, processed,
summarized and reported within the time periods specified by the Commission's
rules and forms, and that information is accumulated and communicated to our
management, including our Chief Executive Officer and our Interim Principal
Financial Officer, as appropriate to allow timely decisions regarding required
disclosure.
During the course of conducting the December 31, 2004 audit of the
consolidated financial statements, several accounting adjustments were
identified, some of which affected prior quarters and resulted in a restatement
of the consolidated financial statement for each of the three quarters ended
March 31, 2004, June 20, 2004 and September 30, 2004 and the year ended December
31, 2003. The restatements were the result of two material errors: 1) the result
of our Line of Credit being inappropriately classified as long-term. As required
by EITF 95-22, "Balance Sheet Classification of Borrowings Outstanding under
Revolving Credit Agreements that include both a Subjective Acceleration Clause
and a Lock-Box Arrangement", the line of credit should have been classified as
current and 2) the Company executed Convertible Debenture agreements which also
contained warrants. An error arose as a result of the incorrect calculation of
the valuation of the warrants and the beneficial conversion features originally
recorded on the Convertible Debentures entered into during April 2004. This
error resulted in an understatement in the amount recorded as convertible
debentures, net of discounts and an overstatement in the amount recorded as
additional paid in capital of $1.4 million. Furthermore, the amount of the debt
discounts, the beneficial conversion feature and loss on extinguishments of debt
charged to expense were overstated. Accordingly, we restated the financial
statements for the year ended December 31, 2003 and the quarters ended March 31,
2004 and June 30, 2004 as a result of item 1) above and the quarters ended June
30, 2004 and September 30, 2004 as a result of item 2) above.
Management has concluded, based on these circumstances discussed above that
as of December 31, 2004, a material weakness in internal control over financial
reporting existed with respect to the design and effectiveness of the Company's
internal control.
In accordance with Exchange Act Rules 13a-15 and 15d-15, we carried out an
evaluation, under the supervision and with the participation of management,
including our Chief Executive Officer and Interim Principal Financial Officer,
of the effectiveness of our disclosure controls and procedures as of the end of
the period covered by this report. Based on that evaluation, our Chief Executive
Officer and Interim Principal Financial Officer concluded that, due to the
material weakness discussed above, our disclosure controls and procedures were
not effective as of December 31, 2004.
During its evaluation of the effectiveness and sufficiency of our internal
financial reporting function, Management recognized the need to strengthen and
expand the Company's public reporting function with the employment of additional
financial and accounting staff experienced with generally accepted accounting
principles, reporting to the Securities and Exchange Commission, internal
controls and the Sarbanes-Oxley Act of 2002. Management believes certain
identified weaknesses arose because of inadequate staffing in the Company's
current accounting and financial reporting function. This staffing void was
created with the December departure of the Company's Chief Accounting Officer.
Management acknowledges the weakness of the controls and will find a suitable
candidate that will insure the Company is compliant will all its reporting and
disclosure requirements. The Company will begin the process of replacing the
chief accounting officer in the second quarter, 2005. During the interim, the
Company will use outside independent accounting experts.
ITEM 9B. OTHER
NONE
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning our directors and officers called for by this item
will be included in our definitive Proxy Statement under the heading
"Information About the Company's Directors", prepared in connection with the
2005 Annual Meeting of stockholders and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information concerning the compensation of our executives called for by
this item will be included in our definitive Proxy Statement under the heading
"Annual Compensation," prepared in connection with the 2005 Annual Meeting of
stockholders and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information concerning security ownership of certain beneficial owners and
management called for by this item will be included in our definitive Proxy
Statement under the heading "Summary Compensation Table," prepared in connection
with the 2005 Annual Meeting of stockholders and is incorporated herein by
reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions
called for by this item will be included in our definitive Proxy Statement under
the heading "Certain Transactions," prepared in connection with the 2005 Annual
Meeting of stockholders and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning certain relationships and related transactions
called for by this item will be included in our definitive Proxy Statement under
the heading "Relationship with Independent Public Accountants," prepared in
connection with the 2005 Annual Meeting of stockholders and is incorporated
herein by reference.
-67-
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following financial statements, schedules and exhibits are filed as
part of this Report:
(1) Financial Statements. Reference is made to Item 8 hereof.
(2) Financial Statement Schedules: None.
(3) Exhibits. See Index to Exhibits on page E-1. We will furnish to any
eligible shareholder, upon written request of such shareholder, a
copy of any exhibit listed upon the payment of a reasonable fee
equal to our expenses in furnishing such exhibit.
-68-
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
our behalf by the undersigned, thereunto duly authorized.
OMNI ENERGY SERVICES CORP. (REGISTRANT)
By: /s/ JAMES C. ECKERT
------------------------------------
James C. Eckert
President and Chief Executive Officer
(Principal Executive Officer)
Date: April 18, 2005
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ JAMES C. ECKERT President, Chief Executive April 18, 2005
- -------------------
James C. Eckert Officer, Chairman of the Board
/s/ G. DARCY KLUG Executive Vice President April 18, 2005
- -----------------
G. Darcy Klug
/s/ MICHAEL G. DEHART Director April 18, 2005
- ---------------------
Michael G. DeHart
/s/ DAVID A. MELMAN Director April 18, 2005
- -------------------
David A. Melman
/s/ CRAIG P. ROTHWELL Director April 18, 2005
- ---------------------
Craig P. Rothwell
/s/ RICHARD C. WHITE Director April 18, 2005
- --------------------
Richard C. White
-69-
OMNI ENERGY SERVICES CORP.
EXHIBIT INDEX
EXHIBIT
NUMBER
- -------
2.1 Stock Purchase and Sale Agreement (Employee-Shareholders) dated May
26, 2004, by and between the Company and Trussco, Inc. and Trussco
Properties (filed as Exhibit 2.1 to our Form 8-K, as amended on June
14, 2004, File No. 000-23383, originally filed with the Commission on
June 10, 2004).
2.2 Stock Purchase and Sale Agreement (Non-Employee-Shareholders) dated
May 26, 2004, by and between the Company and Trussco, Inc. and Trussco
Properties (filed as Exhibit 2.2 to our Form 8-K, as amended on June
14, 2004, File No. 000-23383, originally filed with the Commission on
June 10, 2004).
3.1 Composite Articles of Incorporation of OMNI Energy Services Corp.(as
of November 7, 2000) (filed as Exhibit 3 to our Annual Report on Form
10-K for the fiscal year ended December 31, 2000, File No.
000-23383N)
3.2 Form of Articles of Amendment -- Articles of Incorporation (filed as
Exhibit 3.2 to our Annual Report on Form 10-K for the fiscal year
ended December 31, 2001, File No. 000-23383).
3.3 Bylaws of OMNI, as amended (incorporated by reference to our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2001).
4.1 See Exhibit 3.1, 3.2 and 3.3 for provisions of our Articles of
Incorporation and By-laws defining the rights of holders of Common
Stock.
4.2 Specimen Common Stock Certificate (incorporated by reference to our
Registration Statement on Form S-1 (Registration Statement No.
333-36561).
4.3 Form of 6.5% Convertible Debenture dated as of February 12, 2004 among
the Company and certain accredited investors (with attached schedule
of parties and terms thereto) (filed as Exhibit 4.1 to our Form 8-K,
File No. 000-23383, originally filed with the Commission on February
13, 2004).
4.3 Form of 6.5% Convertible Debenture, dated as of April 15, 2004, among
the Company and certain accredited investors (with attached schedule
of parties and terms thereto) (filed as Exhibit 4.1 to our Form 8-K,
File No. 000-23383, originally filed with the Commission on April 19,
2004).
4.4 Form of Warrant to Purchase Common Stock dated as of February 12, 2004
among the Company and certain accredited investors exercisable at
$7.15 per share (with attached schedule of parties and terms thereto)
(filed as Exhibit 4.2 to our Form 8-K, File No. 000-23383, originally
filed with the Commission on February 13, 2004).
4.5 Form of Warrant to Purchase Common Stock dated as of February 12, 2004
among the Company and certain investors exercisable at $8.50 per share
(with attached schedule of parties and terms thereto) (filed as
Exhibit 4.3 to our Form 8-K, File No. 000-23383, originally filed with
the Commission on February 13, 2004).
4.6 Form of Warrant to Purchase Common Stock, dated as of April 5, 2004,
among the Company and certain accredited investors exercisable at
$9.00 per share (with attached schedule of parties and terms thereto)
(filed as Exhibit 4.2 to our Form 8-K, File No. 000-23383, originally
filed with the Commission on April 19, 2004).
4.7 Omnibus Amendment, dated as of April 15, 2004, by and among the
Company and certain accredited investors listed therein (filed as
Exhibit 4.3 to our Form 8-K, File No. 000-23383, originally filed with
the Commission on April 19, 2004).
4.8 Amendment and Conditional Waiver Agreement, dated as of October 8,
2004, among OMNI Energy Services Corp., Provident Premier Master Fund
Ltd., Portside Growth and Opportunity Fund, Manchester Securities
Corp., and Gemini Master Fund, Ltd. (filed as Exhibit 4.1 to our Form
8-K, File No. 000-23383, originally filed with the Commission on
October 12, 2004).
*10.1 Form of Indemnity Agreement by and between us and each of our
directors and executive officers (incorporated by reference to our
Registration Statement on Form S-1 (Registration Statement No.
333-36561)).
*10.2 Stock Incentive Plan (incorporated by reference to our Registration
Statement on Form S-1 (Registration Statement No. 333-36561)).
*10.3 Fifth Amended And Restated Omni Energy Services Corp. Stock Incentive
Plan (incorporated by reference to our Proxy Statement for our
November 30, 2004 stockholders meeting originally filed with the
Commission on November 1, 2004).
*10.4 Form of Stock Option Agreements under our Stock Incentive Plan
(incorporated by reference to our Registration Statement on Form S-1
(Registration Statement No. 333-36561)).
10.5 Securities Purchase Agreement dated as of February 12, 2004,
by and among the Company and certain accredited investors listed
therein (filed as Exhibit 10.1 to our Form 8-K, originally filed with
the Commission on February 13, 2004).
10.6 Securities Purchase Agreement, dated as of April 15, 2004, by and
among the Company and certain accredited investors listed therein
(filed as Exhibit 10.1 to our Form 8-K, originally filed with the
Commission on April 19, 2004).
-70-
EXHIBIT
NUMBER
- -------
10.7 Registration Rights Agreement dated as of February 12, 2004, by and
among the Company and certain accredited investors listed therein
(filed as Exhibit 10.2 to our Form 8-K, File No. 000-23383, originally
filed with the Commission on April 19, 2004).
10.8 Amendment No. 1 to Registration Rights Agreement, dated as of April
12, 2004, by and among the Company and certain accredited investors
listed therein (filed as Exhibit 10.2 to our Form 8-K, File No.
000-23383, originally filed with the Commission on April 19, 2004).
10.9 Amended and Restated Registration Rights Agreement, dated as of April
15, 2004, by and among the Company and certain accredited investors
listed therein (filed as Exhibit 10.3 to our Form 8-K, File No.
000-23383, originally filed with the Commission on April 19, 2004).
*10.10 Employment Agreement of James C. Eckert dated July 1, 2004 (filed as
Exhibit 10.4 to our Form 10-Q, File No. 000-23383, originally filed
with the Commission on August 25, 2004).
*10.11 James C. Eckert Stock Based Award Incentive Agreement dated June 30,
2004 (filed as Exhibit 10.4 to our Form 10-Q, File No. 000-23383,
originally filed with the Commission on August 25, 2004).
*10.12 James C. Eckert Amended & Restated Incentive Agreement dated August
12, 2004 (filed as Exhibit 10.4 to our Form 10-Q, File No. 000-23383,
originally filed with the Commission on August 25, 2004).
*10.13 Employment Agreement of G. Darcy Klug dated July 1, 2004 (filed as
Exhibit 10.4 to our Form 10-Q, File No. 000-23383, originally filed
with the Commission on August 25, 2004).
*10.14 G. Darcy Klug Stock Based Award Incentive Agreement dated June 30,
2004 (filed as Exhibit 10.4 to our Form 10-Q, File No. 000-23383,
originally filed with the Commission on August 25, 2004).
*10.15 G. Darcy Klug Amended & Restated Incentive Agreement dated August 12,
2004 (filed as Exhibit 10.4 to our Form 10-Q, File No. 000-23383,
originally filed with the Commission on August 25, 2004).
*10.16 James C. Eckert Incentive Agreement dated December 1, 2003 (filed as
Exhibit 10.4 to our Form 10-Q, File No. 000-23383, originally filed
with the Commission on August 25, 2004).
*10.17 G. Darcy Klug Incentive Agreement dated December 1, 2003 (filed as
Exhibit 10.4 to our Form 10-Q, File No. 000-23383, originally filed
with the Commission on August 25, 2004).
10.18 Webster Bank - Credit and Security Agreement dated December 23, 2003
10.19 Webster Bank - First Amendment to Credit and Security Agreement dated
June 30, 2004
10.20 Webster Bank - Second Amendment to Credit and Security Agreement dated
August 27, 2004
10.21 Webster Bank - Third Amendment to Credit and Security Agreement dated
October 22, 2004
10.22 Beal Bank, SSB - Security Agreement dated October 22, 2004
10.23 Beal Bank, SSB - Forbearance Agreement dated January 21, 2005
10.24 Beal Bank, SSB - First Amendment to Forbearance Agreement dated March
15, 2005
21.1 Subsidiaries of OMNI Energy Services Corp.
23.1 Consent of Pannell Kerr Forster of Texas, P.C.
23.2 Consent of Fitts Roberts & Co.
23.3 Consent of Ernst & Young LLP
31.1 Section 302 Certification of Chief Executive Officer
31.2 Section 302 Certification of Interim Principal Financial Officer
32.1 Section 906 Certification of Chief Executive Officer
32.2 Section 906 Certification of Interim Principal Financial Officer
- ----------------
* Management contract or compensation plan or arrangement
-71-