UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
T Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the Quarterly period ended June 30, 2003
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities
----- Exchange Act of 1934
For the transition period to
------- -------
COMMISSION FILE NUMBER 0-23383
OMNI ENERGY SERVICES CORP.
(Exact name of registrant as specified in its charter)
LOUISIANA 72-1395273
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4500 N.E. EVANGELINE THRUWAY
CARENCRO, LOUISIANA
(Address of principal executive offices) 70520
(Zip Code)
Registrant's telephone number, including area code: (337) 896-6664
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 T No
---- ----
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No T
---- ----
As of August 11, 2003 there were 9,101,778 shares of the Registrant's
common stock, $0.01 par value per share, outstanding.
-1-
ITEM 1. FINANCIAL STATEMENTS
OMNI ENERGY SERVICES CORP.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 AND DECEMBER 31, 2002
(Thousands of dollars)
ASSETS June 30, December 31,
------ 2003 2002
------------- -------------
(unaudited) (Note 1)
CURRENT ASSETS:
Cash and cash equivalents $ 2,231 $ 704
Trade receivable, net 5,550 4,485
Other receivables 1,142 1,440
Parts and supplies inventory 2,884 2,711
Prepaid expenses 1,312 2,228
Deferred tax asset 725 400
Assets held for sale 228 413
------------- -------------
Total current assets 14,072 12,381
------------- -------------
PROPERTY AND EQUIPMENT:
Land 359 359
Buildings and improvements 4,530 4,530
Drilling, field and support equipment 26,820 27,354
Aviation equipment 5,739 4,189
Shop equipment 425 425
Office equipment 1,545 1,535
Vehicles 2,359 2,590
------------- -------------
41,777 40,982
Less: accumulated depreciation 17,917 16,559
------------- -------------
Total property and equipment, net 23,860 24,423
------------- -------------
OTHER ASSETS:
Goodwill 2,064 2,051
Intangible asset, net 1,770 1,820
Other 704 650
------------- -------------
Total other assets 4,538 4,521
------------- -------------
Total assets $ 42,470 $ 41,325
============= =============
The accompanying notes are an integral part of these financial statements.
-2-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED BALANCE SHEETS
JUNE 30, 2003 AND DECEMBER 31, 2002
(Thousands of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY June 30, December 31,
------------------------------------ 2003 2002
------------- -------------
(unaudited) (Note 1)
CURRENT LIABILITIES:
Current maturities of long-term debt $ 1,528 $ 2,235
Notes payable, insurance -- 1,581
Accounts payable 5,395 4,216
Accrued expenses 1,494 1,335
------------- -------------
Total current liabilities 8,417 9,367
------------- -------------
LONG-TERM LIABILITIES:
Line of credit 4,278 2,978
Other long term liabilities 455 638
Long-term debt, less current maturities 7,891 8,340
------------- -------------
Total long-term liabilities 12,624 11,956
------------- -------------
TOTAL LIABILITIES 21,041 21,323
------------- -------------
MINORITY INTEREST 221 221
------------- -------------
STOCKHOLDERS' EQUITY:
Preferred Stock, Series A, 15,000 shares authorized,
7,500 shares issued and outstanding; Series B,
10,000 shares authorized, 4,600 shares issued and 12,100 12,100
outstanding
Common Stock, $.01 par value, 45,000,000
shares authorized; 9,101,778 issued and outstanding 91 91
Treasury Stock, 361,800 shares acquired at cost (706) (706)
Additional paid-in capital 56,831 56,831
Accumulated deficit (47,030) (48,457)
Cumulative translation adjustment (78) (78)
------------- -------------
Total equity 21,208 19,781
------------- -------------
Total liabilities and stockholders' equity $ 42,470 $ 41,325
============= =============
The accompanying notes are an integral part of these financial statements.
-3-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended June 30, Six Months Ended June 30,
------------------------------ ------------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
(Unaudited) (Unaudited)
Operating revenue $ 10,409 $ 9,059 $ 16,616 $ 13,673
Operating expenses 7,537 6,845 12,695 10,649
------------- ------------- ------------- -------------
Gross profit 2,872 2,214 3,921 3,024
General and administrative expenses 1,232 798 2,291 1,307
------------- ------------- ------------- -------------
Operating income 1,640 1,416 1,630 1,717
Interest expense 237 259 447 478
Other income (expense) (86) (15) (81) (32)
------------- ------------- ------------- -------------
323 274 528 510
------------- ------------- ------------- -------------
Income before taxes 1,317 1,142 1,102 1,207
Income taxes (benefit) (225) -- (325) --
------------- ------------- ------------- -------------
Net income 1,542 1,142 1,427 1,207
Accretion of preferred stock -- (242) -- (484)
------------- ------------- ------------- -------------
Net earnings applicable to common and
common equivalent shares $ 1,542 $ 900 $ 1,427 $ 723
============= ============= ============= =============
Basic net income per share: $ 0.18 $ 0.10 $ 0.16 $ 0.08
Diluted net income per share: $ 0.18 $ 0.10 $ 0.16 $ 0.08
Weighted average shares outstanding:
Basic 8,740 8,739 8,740 8,738
Diluted 8,742 9,004 8,740 9,019
The accompanying notes are an integral part of these financial statements.
-4-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002
(THOUSANDS OF DOLLARS)
Six months ended June 30,
2003 2002
------------- -------------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,427 $ 1,207
Adjustments to reconcile net income to net cash provided by operating
activities-
Depreciation 1,881 1,776
Amortization 277 25
(Gain) loss on fixed asset disposition (58) 15
Changes in operating assets and liabilities-
Decrease (increase) in assets-
Receivables-
Trade (1,065) (341)
Other 297 (597)
Inventory (172) (20)
Prepaid expenses 916 945
Assets held for sale 185 (64)
Other (294) (2,001)
Increase (decrease) in liabilities-
Accounts payable 1,179 1,864
Accrued expenses 159 (1,643)
Other long term liabilities (505) 1,164
------------- -------------
Net cash provided by operating activities 4,227 2,330
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition paid with cash -- (2,076)
Proceeds from disposal of fixed assets 338 703
Purchase of fixed assets, net (1,599) 20
------------- -------------
Net cash (used in) investing activities (1,261) (1,353)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (2,738) (3,297)
Proceeds from issuance of common stock -- 6
Due to affiliates -- 881
Net borrowings on line of credit 1,299 991
------------- -------------
Net cash (used in) financing activities (1,439) (1,419)
------------- -------------
NET INCREASE (DECREASE) IN CASH 1,527 (442)
CASH, at beginning of period 704 1,233
------------- -------------
CASH, at end of period $ 2,231 $ 791
============= =============
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $ 447 $ 478
============= =============
Equipment acquired under capital lease $ -- $ 440
============= =============
Premiums financed with insurance carrier $ -- $ 1,280
============= =============
The accompanying notes are an integral part of these financial statements.
-5-
OMNI ENERGY SERVICES CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
These financial statements have been prepared without audit as permitted by the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in the financial
statements have been condensed or omitted pursuant to such rules and
regulations. However, the management of OMNI Energy Services Corp. believes that
this information is fairly presented. These unaudited condensed consolidated
financial statements and notes thereto should be read in conjunction with the
financial statements contained in our Annual Report on Form 10-K for the year
ended December 31, 2002 and "Management's Discussion and Analysis of Financial
Condition and Results of Operations."
The balance sheet at December 31, 2002 has been derived from the audited
financial statements at that date but does not include all the information and
footnotes required by generally accepted accounting principles. Certain prior
period amounts have been reclassified to be consistent with current year
financial statement presentation.
In the opinion of management, the accompanying unaudited condensed consolidated
financial statements contain all adjustments, consisting of only normal,
recurring adjustments, necessary to fairly present the financial results for the
interim periods presented.
NOTE 2. EARNINGS PER SHARE
Basic Earnings Per Share (EPS) excludes dilution and is determined by dividing
income available to common stockholders by the weighted average number of shares
of common stock outstanding, net of shares held in treasury during the periods
presented. 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.
For the three and six months ended June 30, 2003, we had 974,124 and 994,124
options outstanding, respectively, and warrants to purchase 2,121,622 shares of
common stock as of June 30, 2003 that were excluded from the calculation of
diluted EPS because they were antidilutive. Likewise, we had 313,345 and 311,350
options outstanding, respectively, for the three and six months ended June 30,
2002 and warrants to purchase 184,722 shares of common stock as of June 30, 2002
that were excluded from the calculation of diluted EPS because they were
antidilutive.
NOTE 3. LONG-TERM DEBT
In September 2002, we entered into a $10.5 million senior credit facility
including a $7.0 million working capital revolving line of credit (the "Line")
and a $3.5 million term loan. The proceeds were used to repay term debt,
refinance our revolving line of credit and provide working capital.
Availability under the Line is the lower of: (i) $7.0 million or (ii) the sum of
85% of eligible accounts receivable, plus the lesser of: 50% of the cost of
eligible inventory 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% (5.5% at June 30, 2003) and matures on August 31, 2004. The Line
is collateralized by accounts receivable and inventory and is subject to certain
customer concentration limitations. As of June 30, 2003 we had $4.3 million
outstanding under the Line and additional borrowing availability of $1.2
million, of which $0.1 million was restricted by customer concentration limits.
At June 30, 2003, we also had outstanding approximately $9.4 million in other
senior secured debt including approximately $1.2 million with an equipment
finance company. This loan amortizes over seven years, bears interest at LIBOR
plus 5.0%, is secured by seismic drilling equipment and matures in July 2006.
Further, at June 30, 2003
-6-
we had approximately $3.0 million outstanding to an aviation equipment finance
company. This loan is secured by the aviation fleet, amortizes over ten years,
accrues interest at 8% per annum and matures January 2007.
In June 2003, we received a commitment for 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 totalled $1.7 million. The gain on the early
extinguishment of the then existing real estate debt has been recognized as
income. The new real estate loan is payable in 240 equal monthly installments
plus interest accruing at the prime interest rate plus 1.5% and is secured by
our corporate office, real estate and fabrication and maintenance facilities.
Further, under the terms of the new real estate credit agreement, a principal
payment of $0.2 million is due in July 2008.
Our senior secured credit agreements and our real estate loan contain customary
financial covenants requiring, among other things, minimum levels of tangible
net worth, debt to EBITDA ratios, and limitations on annual capital
expenditures. As of June 30, 2003 we were in compliance with these covenants and
we expect to maintain compliance throughout 2003.
In connection with the original issuance of certain subordinated debentures, we
issued to an affiliate detachable warrants to purchase 1,912,833 shares of our
common stock, of which 967,000 have been cancelled as of June 30, 2003. The
remaining 945,833 warrants outstanding are all exercisable with exercise prices
ranging from $2.25 to $6.00 per share.
The following table summarizes the exercise prices of warrants to the affiliate
as of June 30, 2003:
Exercise Price Warrants
-------------- --------
$ 6.00 12,500
$ 4.50 172,222
$ 2.25 761,111
--------
945,833
NOTE 4. PREFERRED STOCK
At June 30, 2003 we had a total of 7,500 shares of Series A Preferred Stock, and
4,600 shares of Series B Preferred Stock issued and outstanding, at a total
liquidation value of $12.1 million.
The Series A Preferred Stock has an 8% cumulative dividend rate, is convertible
into our common stock with a conversion rate of $2.25, is redeemable at our
option at $1,000 per share plus accrued dividends, contains a liquidation
preference of $1,000 per share plus accrued dividends, has voting rights on all
matters submitted to a vote of our shareholders, has separate voting rights with
respect to matters that would affect the rights of the holders of the Preferred
Stock, and has aggregate voting rights of the affiliate limited to 49% of our
total outstanding common and preferred shares with voting rights. In respect to
the Series A Preferred Stock, the affiliate has agreed to waive its conversion
rights until our EBITDA (as defined) reaches a mutually agreed upon level. The
preferred shareholders agreed that dividends would not accrue on the outstanding
stock from April 2001 through June 2002. Dividends were accreted at 8% during
the free dividend period. As of June 2003 there were no dividends in arrears
relating to these outstanding shares of Series A Preferred Stock. The affiliate
has also agreed that dividends will not accrue after June 30, 2003 until our
EBITDA reaches a mutually agreed upon level.
In May 2001, we committed to issue 4,600 shares of Series B Preferred Stock to
an affiliate of ours in satisfaction of all outstanding principal and interest
owed under the subordinated debt agreements (See Note 3). These shares were
issued in March 2002. The Series B Preferred Stock has an 8% cumulative dividend
rate, is convertible into our common stock with an initial conversion rate of
$3.75, is redeemable at our option at $1,000 per share plus accrued dividends,
contains a liquidation preference of $1,000 per share plus accrued dividends and
has no voting rights until such time as it becomes convertible. The Series B
Preferred Stock does not have conversion rights until our EBITDA (as defined)
reaches a mutually agreed upon level, and until all shares of Series A Preferred
Stock become convertible. The preferred shareholders agreed that dividends would
not accrue on the outstanding stock from April 2001 through June 2002. Dividends
were accreted at 8% during the free dividend period. As of June 2003 there were
no dividends in arrears relating to these outstanding shares of Series A
Preferred Stock. The affiliate has also agreed that dividends will not accrue
after June 30, 2003 until our EBITDA reaches a mutually agreed upon level.
-7-
NOTE 5. SEGMENT INFORMATION
The following shows industry segment information for our four operating segments
- Drilling, Aviation, Survey, and Permitting for the three and six month periods
ended June 30, 2003 and 2002:
Three months ended June 30, Six months ended June 30,
------------------------------ -----------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
Operating revenues:
Drilling $ 8,881 $ 8,227 $ 14,169 $ 11,762
Aviation 1,038 779 1,778 1,708
Survey -- -- -- --
Permitting 490 53 669 203
------------- ------------- ------------- -------------
Total $ 10,409 $ 9,059 $ 16,616 $ 13,673
============= ============= ============= =============
Three months ended June 30, Six months ended June 30,
------------------------------ -----------------------------
2003 2002 2003 2002
------------- ------------- ------------- -------------
Gross profit:
Drilling $ 2,845 $ 2,235 $ 3,735 $ 2,474
Aviation 160 133 418 866
Survey (15) (30) (37) (69)
Permitting 102 9 140 22
Other (Corporate) (220) (133) (335) (269)
------------- ------------- ------------- -------------
Total $ 2,872 $ 2,214 $ 3,921 $ 3,024
General and administrative expenses 1,232 798 2,291 1,307
Other expense (income), net 323 274 528 510
------------- ------------- ------------- -------------
Income before taxes $ 1,317 $ 1,142 $ 1,102 $ 1,207
============= ============= ============= =============
Capital Expenditures (1):
Drilling $ 34 $ 278 $ 34 $ 278
Aviation 435 -- 1,550 --
Survey -- -- -- --
Permitting -- -- -- --
Other 5 29 15 30
------------- ------------- ------------- -------------
Total $ 474 $ 307 $ 1,599 $ 308
============= ============= ============= =============
(1) Net of assets acquired from AirJac (See Note 9) totaling $2.1 million.
Identifiable Assets: June 30, 2003 June 30, 2002
------------- -------------
Drilling $ 21,576 $ 25,786
Aviation 7,773 6,198
Survey 1,013 1,095
Permitting 157 54
Other 11,951 8,292
------------- -------------
Total $ 42,470 $ 41,425
============= =============
-8-
NOTE 6. RECENT PRONOUNCEMENTS
Effective January 1, 2002, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 142 "Goodwill and Other Intangible Assets." Under SFAS 142,
goodwill and indefinite-lived intangible assets are no longer amortized but are
reviewed for impairment annually, or more frequently if circumstances indicate
potential impairment. Separable intangible assets that are not deemed to have an
indefinite life will continue to be amortized over their useful lives. No
impairment of goodwill has occurred.
In April 2002, the FASB issued SFAS No. 145, "Rescission of Financial Accounting
Standards Board (FASB) Statements No. 4, 44, and 64, Amendment of FASB Statement
No. 13, and Technical Corrections." SFAS No. 145 requires that gains and losses
recorded from the extinguishment of debt that do not meet the criteria of
Accounting Principles Board (APB) Opinion No. 30 should not be presented as
extraordinary items. This statement is effective for fiscal years beginning
after May 15, 2002 as it relates to the reissued FASB Statement No. 4, with
earlier application permitted. Any gain or loss on extinguishment of debt that
was classified as an extraordinary item in prior periods presented that does not
meet the criteria in APB 30 for classification as an extraordinary item will be
reclassified.
In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS No. 146 nullifies Emerging Issues Task
Force (EITF) Issue No. 94-3, "Liability Recognition for Certain Employee
Termination Benefits and Other Costs to Exit an Activity," under which a
liability for an exit cost was recognized at the date of an entity's commitment
to an exit plan. SFAS No. 146 requires that a liability for a cost associated
with an exit or disposal activity be recognized at fair value when the liability
is incurred. The provisions of this statement are effective for exit or disposal
activities that are initiated after December 31, 2002. SFAS 146 has no impact on
the Company's financial statements.
In November 2002, the FASB issued FASB Interpretation (FIN) 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others," which elaborates on the disclosures to be
made by a guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that
a guarantor is required to recognize, at the inception of the guarantee, a
liability for the fair value of the obligation undertaken in issuing the
guarantee. The initial recognition and initial measurement provisions of this
Interpretation are applied prospectively to guarantees issued or modified after
December 31, 2002. The adoption of these recognition provisions will result in
recording liabilities associated with certain guarantees provided by the
Company. The disclosure requirements of this Interpretation are effective for
financial statements of interim or annual periods ending after December 15,
2002. Management does not expect this Interpretation to have a material impact
on the Company's financial statements.
In December 2002, SFAS No. 148, "Accounting for Stock-Based Compensation --
Transition and Disclosure -- An Amendment of FASB Statement No. 123," was issued
by the FASB and amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation." This Statement provides alternative methods of transition for an
entity that voluntarily changes to the fair value based method of accounting for
stock-based employee compensation and amends the disclosure provisions of SFAS
123 to require prominent disclosure about the effects on reported net income of
an entity's accounting policy decisions with respect to stock-based employee
compensation. Additionally, this Statement amends APB Opinion No. 28, "Interim
Financial Reporting," to require disclosure about those effects in interim
financial information. The transition method provisions of this Statement are
effective for fiscal years ending after December 15, 2002. The interim financial
reporting requirements of this Statement are effective for financial reports
containing condensed financial statements for interim periods beginning after
December 15, 2002.
In May 2003, SFAS No. 150 "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity, " was issued to establish new
standards for how an entity classifies and measures certain financial
instruments with characteristics of both liabilities and equity. It requires
that an entity classify a financial instrument that is within its scope as a
liability (or an asset in some circumstances). Many of these instruments were
previously classified as equity. This statement was effective when issued for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective for calendar year public companies for the third quarter of 2003.
Management does not expect this statement to have a material impact on the
Company's financial statements.
-9-
NOTE 7. CONCENTRATION OF CREDIT RISK
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 have a concentration of credit risk. As a
result, adjustments to the allowance for doubtful accounts may be significant.
NOTE 8. ASSETS HELD FOR SALE
At June 30, 2003, we had $0.3 million in assets held for sale of which $0.1
million is included in "Other Assets" and $0.2 million is included in "Assets
Held for Sale" in the accompanying balance sheets. As of June 30,2003 assets
held for sale includes 8 steel marsh buggies as well as the remaining assets of
our South American operation, for which we have specific agreements to sell. We
expect to dispose of the remaining assets held for sale during the second half
of 2003. The carrying values, which we believe approximate fair market value of
our assets held for sale at June 30, 2003, are as follows (in thousands):
Asset Type June 30, 2003
---------- -------------
Steel marsh buggies $ 108
South American facility
and other 228
-------------
Total assets held for sale $ 336
=============
NOTE 9. ACQUISITION
Effective 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 cost 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, field and support equipment.
The acquisition resulted in the recognition of a $1.9 million customer
relationship intangible asset. 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. The results of operations between January 1, 2002
and the acquisition date, January 18, 2002 were not considered material.
The following table summarizes the estimated fair values of the assets acquired
and liabilities assumed at the date of acquisition. The allocation of the
purchase price is subject to refinement as acquired asset and liability values
are being finalized (amounts in thousands):
Current assets $ 154
Property, plant, and equipment 2,101
Customer relationship 1,920
Capital lease obligation assumed (179)
Obligation for future discounts (1,920)
-------
Net assets acquired $ 2,076
=======
-10-
10. STOCK BASED COMPENSATION
We account for employee stock-based compensation using the intrinsic value
method prescribed in Accounting Principles Board (APB) Opinion No. 25,
"Accounting for Stock Issued to Employees." Accordingly, the provisions of SFAS
No. 123, "Accounting for Stock-Based Compensation," do not affect our reported
results of operations. Pro forma disclosures as if we had adopted the provisions
of SFAS No. 123 are presented below.
Had compensation cost been determined based on the fair value at the grant date
consistent with the provisions of SFAS No. 123, our net income and earnings per
common share would have approximated the pro forma amounts below:
FOR THE THREE MONTHS ENDED
----------------------------------------------------------------------------------------------
JUNE 30, 2003 JUNE 30, 2002
---------------------------------------------- ---------------------------------------------
AS COMPEN- PRO AS COMPEN- PRO
REPORTED SATION(1) FORMA REPORTED SATION(1) FORMA
------------- ----------- ------------- ------------- ------------ ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Net income (loss) available to
common and common equivalent
shares.......................... $ 1,542 (17) $ 1,525 $ 900 (17) $ 883
Basic income (loss) per
share............................. $ 0.18 -- $ 0.17 $ 0.10 -- $ 0.10
Diluted income (loss) per
share........................... $ 0.18 -- $ 0.17 $ 0.10 -- $ 0.10
FOR THE SIX MONTHS ENDED
----------------------------------------------------------------------------------------------
JUNE 30, 2003 JUNE 30, 2002
---------------------------------------------- ---------------------------------------------
AS COMPEN- PRO AS COMPEN- PRO
REPORTED SATION(1) FORMA REPORTED SATION(1) FORMA
------------- ----------- ------------- ------------- ------------ ------------
(DOLLARS IN THOUSANDS EXCEPT PER SHARE AMOUNTS)
Net income (loss) available
to common and common equivalent
shares................... $ 1,427 (34) $ 1,393 $ 723 (34) $ 689
Basic income (loss) per
share...................... $ 0.16 -- $ 0.16 $ 0.08 -- $ 0.08
Diluted income (loss) per
share.................... $ 0.16 -- $ 0.16 $ 0.08 -- $ 0.08
(1) Represents stock based employee compensation expense determined under
fair based method for all awards, net of tax.
11. INCOME TAXES
Due to our recent history of operating losses, we recorded a valuation allowance
during the periods against our net operating loss carry-forwards, which resulted
in our not reporting any income tax expense or benefit during the six month
period ended June 30, 2002. For the year ended December 31, 2002 the company
reversed $0.4 million of this related reserve due to the Company's expectation
of generating income in fiscal 2003. For the three and six month periods ended
June 30, 2003 the Company reversed an additional $0.2 million and $0.3 million,
respectively.
-11-
ITEM 2. 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 (the "Securities Act") and Section
21E of the Securities Exchange Act of 1934 (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 heading "Forward-Looking Statements." "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 should be read in conjunction with the financial
statements and the accompanying notes and "Management's Discussion and Analysis
of Financial Condition and Results of Operations" included in our Annual Report
on Form 10-K for the year ended December 31, 2002.
GENERAL
Demand. 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. The level
of activity among geophysical companies is primarily influenced by the level of
capital expenditures by oil and gas companies for seismic data acquisition
activities. A number of factors affect the decision of oil and gas companies to
pursue the acquisition of seismic data, 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 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. In 2001, the market
experienced a rebound. Based upon bid activity and existing backlog, we expect
revenues to continue to improve in 2003.
Seasonal Trends and Weather Risks. Our operations are subject to
seasonal variations in weather conditions and available 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 rain, fog, and cold conditions and a
decrease in daylight hours.
RESULTS OF OPERATIONS Three months ended June 30, Six months ended June 30,
2003 2002 2003 2002
------------- ------------- ------------- -------------
Operating revenue ......................... $ 10,409 $ 9,059 $ 16,616 $ 13,673
Operating expense ......................... 7,537 6,845 12,695 10,649
------------- ------------- ------------- -------------
Gross profit .............................. 2,872 2,214 3,921 3,024
General and administrative expenses ....... 1,232 798 2,291 1,307
------------- ------------- ------------- -------------
Operating income .......................... 1,640 1,416 1,630 1,717
Interest expense .......................... 237 259 447 478
Other income (expense) .................... (86) (15) (81) (32)
------------- ------------- ------------- -------------
Income before income taxes ................ 1,317 1,142 1,102 1,207
Income taxes .............................. (225) -- (325) --
------------- ------------- ------------- -------------
Net income ................................ 1,542 1,142 1,427 1,207
Accretion of preferred stock .............. -- (242) -- (484)
------------- ------------- ------------- -------------
Net income applicable to common and common
equivalent shares ......................... $ 1,542 $ 900 $ 1,427 $ 723
============= ============= ============= =============
-12-
Three Months Ended June 30, 2003 Compared to Three Months Ended June 30, 2002
Operating revenues increased 14%, or $1.3 million, from $9.1 million
for the three months ended June 30, 2002 to $10.4 million for the three months
ended June 30, 2003. Drilling revenues increased $0.6 million for the three
months ended June 30, 2003 as compared to the same three month period ended June
30, 2002 as a result of increased seismic drilling activity, principally in the
transition zone. Likewise, our permitting and aviation revenues increased $0.4
million and $0.3 million, respectively, from the second quarter of 2002 to the
second quarter of 2003. Aviation revenues increased as a result of greater
number of flight hours during the second quarter of 2003 as compared to the same
three month period ended June 30, 2002. Permitting revenues increased as a
result of increased seismic activity.
Operating expenses increased 10%, or $0.7 million, from $6.8 million
for the three months ended June 30, 2002 to $7.5 million for the three months
ended June 30, 2003. This increase is partially attributable to higher operating
payroll and payroll related costs, which increased $0.3 million from $2.7
million to $3.0 million for the three month periods ended June 30, 2002 and
2003, respectively. Our average number of field personnel increased from 204
employees during the second quarter of 2002 to 213 employees during the second
quarter of 2003. We currently utilize third party contractors exclusively to
perform permitting services and occasionally to assist in drilling operations.
Accordingly, third party contract services related to permitting increased $0.3
million during the three months ended June 30, 2003 as compared to June 30,
2002, and drilling contract services decreased $0.6 million for the same
three-month period. Repairs and maintenance expenses and explosives and down
hole expenses increased $0.2 million each from the three months ended June 30,
2002 to the same period of 2003 as a result of increased drilling activity.
Likewise, fuel and oil expenses increased $0.1 million and depreciation expense
increased $0.2 million from the first quarter of 2002 to the first quarter of
2003.
Gross profit margins increased to 28% for the three months ended June
30, 2003 as compared to 24% for the three months ended June 30, 2002. The
increase in profit margins in 2003 as compared to 2002 was attributable to a
combination of improved margins obtained for services rendered and
implementation of stringent controls over, and a restructuring of, our field
operating expenses.
General and administrative expenses increased $0.4 million from $0.8
million for the three months ended June 30, 2002 to $1.2 million for the three
months ended June 30, 2003. Payroll and payroll related costs accounted for $0.1
million of this increase. Professional services and bad debt expense increased
$0.1 million each, and amortization expense increased $0.2 million from the
three month period ended June 30, 2002 to the three month period ended June 30,
2003. During the three month period ended June 30, 2003, we refinanced our real
estate debt which resulted in a savings of approximately $0.1 million with no
comparable adjustment in the three month period ended June 30, 2002.
Interest expense remained constant at approximately $0.2 million for
the three months ended June 30, 2002 and June 30, 2003.
Due to our recent history of operating losses, we recorded a valuation
allowance during the periods against our net operating loss carry-forwards,
which resulted in our not reporting any income tax expense or benefit during the
three month period ended June 30, 2002. For the year ended December 31, 2002 the
Company reversed $0.4 million of this related reserve due to the Company's
expectation of generating income in fiscal 2003. For the period ended June 30,
2003 the Company reversed an additional $0.2 million.
Six Months Ended June 30, 2003 Compared to Six Months Ended June 30, 2002
Operating revenues increased 21%, or $2.9 million, from $13.7 million
for the six months ended June 30, 2002 to $16.6 million for the six months ended
June 30, 2003. Revenues from our drilling operations increased $2.4 million
principally as a result of an increase in seismic activity. Likewise, the
permitting and aviation divisions also experienced an increase of $0.4 million
and $0.1 million in revenues, respectively.
Accordingly, operating expenses increased 20%, or $2.1 million, from
$10.6 million for the six months ended June 30, 2002 to $12.7 million for the
six months ended June 30, 2003. This increase is partially attributable to
higher operating payroll and payroll related costs, which increased $0.9 million
from $4.6 million to $5.5 million for the six month periods ended June 30, 2002
and 2003, respectively. Our average number of field personnel increased from 175
employees during the first half of 2002 to 187 employees during the first half
of 2003. We currently utilize third party contractors exclusively to perform
permitting services and occasionally to assist in drilling operations.
Accordingly, third party contract services related to permitting increased $0.3
million during the first half of 2003 as compared to the first half of 2002, and
drilling
-13-
contract services decreased $0.7 million for the same six-month period. Repairs
and maintenance expenses, fuel and oil expenses, and explosives and down hole
expenses increased $0.9 million, $0.3 million, and $0.2 million, respectively
from the six months ended June 30, 2002 to the same period of 2003 as a result
of increased drilling activity.
Gross profit margins were 24% and 22% for the six months ended June 30,
2003 and 2002, respectively. The improvement in the profit margins is a direct
result of increased business activity in our more profitable business segments,
improved margins received for the services provided and more stringent controls
on operating expenses.
General and administrative expenses increased $1.0 million from $1.3
million for the six months ended June 30, 2002 to $2.3 million for the six
months ended June 30, 2003. Professional services increased $0.2 million and
amortization expense and permits and licenses expenses increased $0.3 million
each from the six month period ended June 30, 2002 to the same period in 2003.
Payroll related expenses, insurance expenses and bad debt increased $0.1 million
each from the first half of 2002 to the first half of 2003. These increases were
partially offset by a $0.1 million savings during the six month period ended
June 30, 2003 from refinancing our real estate loan with no corresponding
savings for the six month period ended June 30, 2002.
Interest expense remained constant at approximately $0.5 million for
the six months ended June 30, 2002 and June 30, 2003.
Due to our recent history of operating losses, we recorded a valuation
allowance during the periods against our net operating loss carry-forwards,
which resulted in our not reporting any income tax expense or benefit during the
six month period ended June 30, 2002. For the year ended December 31, 2002 the
Company reversed $0.4 million of this related reserve due to the Company's
expectation of generating income in fiscal 2003. For the six month period ended
June 30, 2003 the Company reversed an additional $0.3 million.
LIQUIDITY AND CAPITAL RESOURCES
At June 2003, we had approximately $2.2 million in cash compared to
approximately $0.7 million at December 31, 2002. We had working capital of
approximately $5.7 million at June 30, 2003, compared to approximately $3.0
million at December 31, 2002. The increase in working capital from December 31,
2002 to June 30, 2003 is due primarily to the payment of $1.6 million in
insurance notes payable since year-end.
Cash provided by operating activities was $4.2 million for the period
ended June 30, 2003. This compares to cash provided by operating activities
totalling $2.3 million for the period ended June 30, 2002. Our cash position
improved principally as a result of increased seismic drilling activity and
improved operating results.
In September 2002, we entered into a $10.5 million senior credit
facility with a bank including a $7.0 million working capital revolving line of
credit (the "Line") and a $3.5 million term loan. The proceeds were used to
repay term debt, refinance our revolving line of credit and provide working
capital.
Availability under the Line is the lower of: (i) $7.0 million or (ii)
the sum of 85% of eligible accounts receivable, plus the lesser of: 50% of the
cost of eligible inventory 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% (5.5% at June 30, 2003) and matures on August 31, 2004.
The Line is collateralized by accounts receivable and inventory and is subject
to certain customer concentration limitations. As of June 30, 2003 we had $4.3
million outstanding under the Line and additional borrowing availability of $1.1
million.
At June 30, 2003, we also had outstanding approximately $9.4 million in
other senior secured debt including approximately $1.2 million with an equipment
finance company. This loan amortizes over seven years, bears interest at LIBOR
plus 5.0%, is secured by seismic drilling equipment and matures in July 2006.
Further, at June 30, 2003 we had approximately $3.0 million outstanding to an
aviation equipment finance company. This loan is secured by the aviation fleet,
amortizes over ten years, accrues interest at 8% per annum and matures January
2007.
In June 2003, we received a commitment for 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 totalled $1.7 million. The gain on
the early extinguishment of the then existing real estate debt has been
recognized as income. The new real estate loan is payable in 240 equal monthly
installments plus interest accruing at the prime interest rate plus 1.5% and is
secured by our corporate office, real estate and fabrication and maintenance
facilities. Further, under the terms of the new real estate credit agreement, a
principal payment of $0.2 million is due in July 2008.
-14-
Our senior secured credit agreements and real estate loan contain
customary financial covenants requiring, among other things, minimum levels of
tangible net worth, debt to EBITDA ratios, and limitations on annual capital
expenditures. As of June 30, 2003 we were in compliance with these covenants and
we expect to maintain compliance throughout 2003.
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 (See Note 9) and approximately
$0.4 million of new vehicles accounted for as a capital lease. Thus far in 2003,
we have acquired two new aircraft totalling approximately $1.6 million. For the
remainder of 2003 we expect to continue renewing our rolling stock of vehicles,
expanding our aviation fleet and continuing to pursue various strategic
acquisitions. At this time, we have no material commitments outstanding for
expenditures nor do we anticipate acquiring a significant amount of capital
assets in the remainder of 2003.
CRITICAL ACCOUNTING POLICIES
There have been no changes to the Company's accounting policies as
disclosed in our Form 10-K for the period ended December 31, 2002.
-15-
FORWARD-LOOKING STATEMENTS
This Quarterly Report contains certain "forward-looking statements"
within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements other than statements of historical fact included
in this report regarding our financial position and liquidity, our strategic
alternatives, future capital needs, business strategies and other plans and
objectives of our management for future operations and activities, are
forward-looking statements. These statements are based on certain assumptions
and analyses made by our management in light of our experience and our
perception of historical trends, current conditions, expected future
developments and other factors it believes are appropriate under the
circumstances. Such forward-looking statements are subject to uncertainties that
could cause our actual results to differ materially from such statements. Such
uncertainties include but are not limited to: the volatility of the oil and gas
industry, including the level of offshore exploration, production and
development activity; changes in competitive factors affecting our operations;
operating hazards, including the significant possibility of accidents resulting
in personal injury, property damage or environment damage; the effect on our
performance of regulatory programs and environmental matters; seasonality of the
offshore industry in the Gulf of Mexico; and our dependence on certain
customers. These and other uncertainties related to our business are described
in detail in our other public filings. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. You are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date hereof. We undertake no obligation to update any of our
forward-looking statements for any reason.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no significant changes in our market risks since the
year ended December 31, 2002. For more information, please read the consolidated
financial statements and notes thereto included in our Annual Report on Form
10-K for the year ended December 31, 2002.
ITEM 4. CONTROLS AND PROCEDURES
As required by paragraph (b) of Rules 13a-15 and 15d-15 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), our principal
executive officer and principal financial officer have evaluated our disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act as of the end of our second fiscal quarter of
2003 (the "Evaluation Date"). Based on this evaluation, such officers have
concluded that, as of the Evaluation Date, our disclosure controls and
procedures are effective in alerting them on a timely basis to material
information relating to us (including its consolidated subsidiaries) required to
be included in our periodic filings under the Exchange Act.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer
32.2 Certification of Chief Financial Officer
(b) Reports on Form 8-K
Current Report on Form 8-K on May 16, 2003 which included our first
quarter 2003 earnings release as an exhibit.
-16-
SIGNATURES
Pursuant to the requirements 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.
Dated: August 14, 2003 /s/ JAMES C. ECKERT
--------------------------------------
James C. Eckert
President and Chief Executive Officer
(Principal Executive Officer)
Dated: August 14, 2003 /s/ G. DARCY KLUG
--------------------------------------
G. Darcy Klug
Chief Financial Officer
(Principal Financial and Accounting
Officer)
-17-
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
31.1 Certification of Chief Executive Officer
31.2 Certification of Chief Financial Officer
32.1 Certification of Chief Executive Officer
32.2 Certification of Chief Financial Officer
18