UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
--- Exchange Act of 1934
For the Quarterly period ended March 31, 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 70520
(Address of principal executive offices) (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 X No
--- ---
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Exchange Act). Yes No X
--- ---
As of May 12, 2003 there were 9,101,778 shares of the Registrant's
common stock, $0.01 par value per share, outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OMNI ENERGY SERVICES CORP.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
(Thousands of dollars)
March 31, December 31,
2003 2002
----------- ------------
(unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 336 $ 704
Trade receivable, net 4,083 4,485
Other receivables 1,423 1,440
Parts and supplies inventory 2,837 2,711
Prepaid expenses 1,571 2,228
Deferred tax asset 500 400
Assets held for sale 383 413
--------- ---------
Total current assets 11,133 12,381
--------- ---------
PROPERTY AND EQUIPMENT:
Land 359 359
Buildings and improvements 4,530 4,530
Drilling, field and support equipment 26,806 27,354
Aviation equipment 5,304 4,189
Shop equipment 425 425
Office equipment 1,540 1,535
Vehicles 2,516 2,590
--------- ---------
41,480 40,982
Less: accumulated depreciation 17,130 16,559
--------- ---------
Total property and equipment 24,350 24,423
--------- ---------
OTHER ASSETS:
Goodwill 1,886 1,886
Intangible asset, net 1,795 1,820
Other 778 815
--------- ---------
Total other assets 4,459 4,521
--------- ---------
Total assets $ 39,942 $ 41,325
========= =========
The accompanying notes are an integral part of these financial statements.
-2-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED BALANCE SHEETS
MARCH 31, 2003 AND DECEMBER 31, 2002
(Thousands of dollars)
March 31, December 31,
2003 2002
----------- ------------
(unaudited) (Note 1)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt $ 1,662 $ 2,235
Notes payable, insurance 807 1,581
Accounts payable 3,671 4,216
Accrued expenses 1,395 1,335
--------- ---------
Total current liabilities 7,535 9,367
--------- ---------
LONG-TERM LIABILITIES:
Line of credit 3,783 2,978
Other long-term liabilities 528 638
Long-term debt, less current maturities 8,209 8,340
--------- ---------
Total long-term liabilities 12,520 11,956
--------- ---------
Total liabilities 20,055 21,323
--------- ---------
MINORITY INTEREST 221 221
--------- ---------
COMMITMENTS AND CONTINGENCIES -- --
--------- ---------
STOCKHOLDERS' EQUITY:
Preferred Stock, no par value, 5,000,000 shares authorized; 12,100
shares issued and outstanding, liquidation preference of 12,100 12,100
$1,000 per share
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 (48,572) (48,457)
Cumulative translation adjustment (78) (78)
--------- ---------
Total stockholders' equity 19,666 19,781
--------- ---------
Total liabilities and stockholders' equity $ 39,942 $ 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 MONTHS ENDED MARCH 31, 2003 AND 2002
(THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS)
Three Months Ended March 31,
----------------------------
2003 2002
--------- ---------
(Unaudited)
Operating revenue $ 6,207 $ 4,614
Operating expenses 5,158 3,805
--------- ---------
Gross profit 1,049 809
General and administrative expenses 1,060 508
--------- ---------
Operating income (loss) (11) 301
Interest expense 210 219
Other income (expense) 6 (17)
--------- ---------
204 236
--------- ---------
Income (loss) before taxes (215) 65
Income taxes (100) --
--------- ---------
Net income (loss) (115) 65
Accretion of preferred stock -- (242)
--------- ---------
Net loss applicable to common and common equivalent
shares $ (115) $ (177)
========= =========
Basic earnings (loss) per common share: $ (0.01) $ (0.02)
Diluted earnings (loss) per common share: $ (0.01) $ (0.02)
Weighted average shares outstanding:
Basic 8,740 8,737
Diluted 8,740 8,737
The accompanying notes are an integral part of these financial statements.
-4-
OMNI ENERGY SERVICES CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
(THOUSANDS OF DOLLARS)
Three months ended March 31,
----------------------------
2003 2002
--------- ---------
(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ (115) $ 65
Adjustments to reconcile net income (loss) to net cash
provided by operating activities-
Depreciation 943 879
Amortization 70 12
Loss on fixed asset disposition (38) 18
Changes in operating assets and liabilities-
Decrease (increase) in assets-
Receivables-
Trade 402 1,153
Other 17 (1,356)
Inventory (126) (69)
Prepaid expenses 657 471
Other 23 18
Increase (decrease) in liabilities-
Accounts payable and accrued expenses (697) (75)
--------- ---------
Net cash provided by operating activities 1,136 1,116
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition paid with cash -- (2,076)
Proceeds from disposal of fixed assets 293 700
Purchase of fixed assets (1,125) (87)
--------- ---------
Net cash used in investing activities (832) (1,463)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on long-term debt (1,478) (1,990)
Due to affiliates -- 1,220
Net borrowings on line of credit 805 62
--------- ---------
Net cash used in financing activities (673) (708)
--------- ---------
NET DECREASE IN CASH (369) (1,055)
Cash and cash equivalents, at beginning of period 704 1,233
--------- ---------
Cash and cash equivalents, at end of period $ 336 $ 178
========= =========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest $ 210 $ 219
========= =========
Equipment acquired under capital lease $ -- $ 179
========= =========
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 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 of the information
in footnotes required by generally accepted accounting principals for complete
financial statements.
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 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.
We had 1,008,879 options outstanding and warrants to purchase 2,121,662 shares
of common stock as of March 31, 2003 that were excluded from the calculation of
diluted EPS because they were antidilutive. Likewise, we had 355,679 options
outstanding and warrants to purchase 184,722 shares of common stock as of March
31, 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 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% (5.75% at March 31, 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 March 31, 2003 we had $3.8
million outstanding under the Line and additional borrowing availability of $0.7
million.
At March 31, 2003, we also had outstanding approximately $9.9 million in other
senior secured debt including approximately $1.3 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 March 31, 2003 we had approximately $3.1 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. Our real estate is financed with a bank with payments amortized over ten
years, bearing interest at prime plus 1.5% and
-6-
matures in August 2004. At March 31, 2003, the balance outstanding under our
real estate loan was $1.7 million.
Our senior secured credit agreements 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 March 31,
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 March 31, 2003. The
remaining 945,833 warrants outstanding are all exercisable with exercise prices
ranging from $2.25 to $6.00 per share. As of March 31, 2003, the original
issuances of subordinated debentures had been converted into Series A and Series
B Preferred Stock.
The following table summarizes the exercise prices of warrants to the affiliate
as of March 31, 2002:
Exercise Price Warrants
-------------- --------
$ 6.00 12,500
$ 4.50 172,223
$ 2.25 761,110
-------
945,833
=======
NOTE 4. PREFERRED STOCK
At March 31, 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 when earned, is
convertible into our common stock with a conversion rate of $2.25 per share, is
redeemable at our option at $1,000 per share plus accrued dividends, contains a
liquidation preference of $1,000 per share, 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 also 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 May 2003 there were no dividends in
arrears relating to the outstanding shares of Series A Preferred Stock. The
affiliate also agreed that dividends will not accrue after June 30, 2002 until
our earnings reach a mutually agreed upon level.
In March 2002, we issued 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). The Series B Preferred
Stock has an 8% cumulative dividend rate when earned, is convertible into our
common stock with an initial conversion rate of $3.75 per share, is redeemable
at our option at $1,000 per share plus accrued dividends, contains a liquidation
preference of $1,000 per share 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 affiliate
also agreed that dividends would not accrue on the outstanding stock from May
2001 through June 2002. Dividends were being accreted at 8% during the free
dividend period. As of May 2003 there were no dividends in arrears relating to
the outstanding shares of Series B Preferred Stock. The affiliate has agreed
that dividends will not accrue after June 30, 2002 until our earnings reach a
mutually agreed upon level.
NOTE 5. SEGMENT INFORMATION
The following shows industry segment information for our four operating
segments, Drilling, Aviation, Survey, and Permitting for the three months ended
March 31, 2003 and 2002 (in thousands):
-7-
Three months ended March 31,
----------------------------
2003 2002
---------- ----------
Operating revenues:
Drilling $ 5,288 $ 3,535
Aviation 740 929
Survey -- --
Permitting 179 150
---------- ----------
Total $ 6,207 $ 4,614
========== ==========
Gross profit (loss):
Drilling $ 891 $ 238
Aviation 258 733
Survey (23) (39)
Permitting 38 12
Other (115) (135)
---------- ----------
Total $ 1,049 $ 809
========== ==========
General and administrative expenses 1,060 508
Asset impairment charges -- --
Other (income) expense 204 236
---------- ----------
Income before taxes $ (215) $ 65
========== ==========
Identifiable Assets:
Drilling $ 22,057 $ 23,178
Aviation 7,014 6,312
Survey 1,448 1,368
Other 9,422 8,376
---------- ----------
Total $ 39,942 $ 39,234
========== ==========
Capital Expenditures:
Drilling (1) $ -- $ 25
Aviation 1,115 --
Survey -- --
Other 5 --
---------- ----------
Total $ 1,120 $ 25
========== ==========
(1) Net of assets acquired from AirJac (See Note 9) totaling $2.1 million.
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 or 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.
-8-
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.
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 accounts may be required.
Due to the nature of our industry, we have a concentration of credit risks. As a
result, adjustments to the allowance for doubtful accounts may be significant.
NOTE 8. ASSETS HELD FOR SALE
At March 31, 2003, we had $0.5 million in assets held for sale of which $0.1
million is included in "Other Assets" and $0.4 million is included in "Assets
Held for Sale" in the accompanying balance sheets. As of March 31,2003 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 2003. The
carrying values, which we believe approximate fair market value of our assets
held for sale at March 31, 2003, are as follows (in thousands):
Asset Type March 31, 2003
---------- --------------
Steel marsh buggies $ 108
South American facility
and other 393
-------
Total assets held for sale $ 501
=======
-9-
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
=========
NOTE 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
-------------------------------------------------------------------------------------------
MARCH 31, 2002 MARCH 31, 2003
---------------------------------------- -------------------------------------------
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 .......................... $ (177) (17) $ (194) $ (115) (17) $ (132)
Basic income (loss) per share ..... $ (0.02) -- $ (0.02) $ (0.01) -- $ (0.02)
Diluted income (loss) per
share ........................... $ (0.02) -- $ (0.02) $ (0.01) -- $ (0.02)
----------
(1) Represents stock based employee compensation expense determined under fair
value based method for all awards, net of tax.
-10-
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 began to
experience 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 (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31,
----------------------------
2003 2002
--------- -----------
Operating revenue $ 6,207 $ 4,614
Operating expense 5,158 3,805
--------- ---------
Gross profit 1,049 809
General and administrative expenses 1,060 508
Asset impairment and other charges -- --
--------- ---------
Operating income (loss) (11) 301
Interest expense 210 219
Other income (expense) 6 (17)
--------- ---------
Income (loss) before income taxes (215) 65
Income taxes 100 --
--------- ---------
Net income (loss) (115) 65
Accretion of preferred stock -- (242)
--------- ---------
Net loss applicable to common and common equivalent
shares $ (115) $ (177)
========= =========
-11-
Three Months Ended March 31, 2003 Compared to Three Months Ended March 31, 2002
Operating revenues increased 35% or $1.6 million, from $4.6 million for
the three months ended March 31, 2002 to $6.2 million for the three months ended
March 31, 2003. Drilling revenues increased $1.8 million, to $5.3 million for
the three months ended March 31, 2003 from $3.5 million for the three months
ended March 31, 2002. However, aviation revenues decreased from $0.9 million to
$0.7 million for the three months ended March 31, 2002 compared to the same
period in 2003. Permitting revenues remained constant at $0.2 million each for
the three month periods ended March 31, 2002 and 2003.
Operating expenses increased 37%, or $1.4 million, from $3.8 million
for the three months ended March 31, 2002 to $5.2 million for the three months
ended March 31, 2003. Increases in payroll costs accounted for 43% of this
increase as operating payroll expense increased from $1.8 million to $2.4
million for the three months ended March 31, 2002 and 2003, respectively. The
number of field personnel we employed increased from 146 for the three months
ended March 31, 2002 to 161 for the three months ended March 31, 2003. Repairs
and maintenance expenses also increased $0.7 million from the first quarter of
2002 to the same period of 2003.
Gross profit margins were 17% for each of the three months ended March
31, 2003 and 2002, respectively.
General and administrative expenses increased $0.6 million from $0.5
million for the three months ended March 31, 2002 to $1.1 million for the three
months ended March 31, 2003. Taxes and licenses increased $0.3 million from the
first quarter of 2002 to the first quarter of 2003 as a result of the Company's
resolution of certain previously disputed sales tax assessments. Insurance
expenses, amortization expense, and professional services increased $0.1 million
each from the period ended March 31, 2002 to the same period in 2003.
Interest expense remained constant at $0.2 million for each of the
three month periods ended March 31, 2002 and 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 March 31,2002. 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 March 31,
2003 the Company reversed an additional $0.1 million.
LIQUIDITY AND CAPITAL RESOURCES
At March 31, 2003, we had approximately $0.3 million in cash compared
to approximately $0.7 million at December 31, 2002. We had working capital of
approximately $3.7 million at March 31, 2003, compared to approximately $3.0
million at December 31, 2002 as a result of the increase in drilling activity.
Cash provided by operating activities was $1.1 million in each of the
periods ended March 31, 2002 and 2003.
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% (5.75% at March 31, 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 March 31, 2003 we
had $3.8 million outstanding under the Line and additional borrowing
availability of $0.7 million.
At March 31, 2003, we also had outstanding approximately $9.9 million
in other senior secured debt including approximately $1.3 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 March 31, 2003 we had approximately $3.1 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. Our real estate is financed with
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a bank with payments amortized over ten years, bearing interest at prime plus
1.5% and matures in August 2004. At March 31, 2003, the balance outstanding
under our real estate loan was $1.7 million.
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. In 2003 we expect
to continue renewing our rolling stock, 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 2003.
CRITICAL ACCOUNTING POLICIES
There have been no changes to the Company's accounting policies as
disclosed in our Form 10-K for December 31, 2002.
-13-
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
(a) Evaluation of Disclosure Controls and Procedures. Our principal
executive officer and principal financial officer have evaluated our
disclosure controls and procedures (as such term is defined in Rules
13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) as of a date within 90 days prior to the
filing date of this quarterly report (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.
(b) Changes in Internal Controls Since the Evaluation Date. There have not
been any significant changes in our internal controls or in other
factors that could significantly affect such controls since the
evaluation date.
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer
(b) Reports on Form 8-K
None.
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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: May 15, 2003 /s/ JAMES C. ECKERT
--------------------------------------
James C. Eckert
President and Chief Executive Officer
(Principal Executive Officer)
Dated: May 15, 2003 /s/ G. DARCY KLUG
--------------------------------------
G. Darcy Klug
Chief Financial Officer
(Principal Financial and Accounting
Officer)
OMNI ENERGY SERVICES CORP.
a Louisiana corporation
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Section 302 Certification
I, James C. Eckert, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Omni Energy
Services Corp., a Louisiana corporation (the "registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003
/s/ James C. Eckert
-------------------------------------
President and Chief Executive Officer
(Principal Executive Officer)
OMNI ENERGY SERVICES CORP.
a Louisiana corporation
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Section 302 Certification
I, G. Darcy Klug, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Omni Energy
Services Corp., a Louisiana corporation (the "registrant");
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003
/s/ G. Darcy Klug
-------------------------------------------
Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
99.1 Certification of Chief Executive Officer
99.2 Certification of Chief Financial Officer