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Wiki Wiki Summary
Integration clause In contract law, an integration clause, merger clause, (sometimes, particularly in the United Kingdom, referred to as an entire agreement clause) is a clause in a written contract which declares that contract to be the complete and final agreement between the parties. It is often placed at or towards the end of the contract.
Emperor Hui of Han Emperor Hui of Han (Liu Ying 劉盈; 210 BC – 26 September 188 BC) was the second emperor of the Chinese Han dynasty. He is also known as Han Huidi (Chinese: 漢惠帝 Hàn Huìdì).
Consolidation (business) In business, consolidation or amalgamation is the merger and acquisition of many smaller companies into a few much larger ones. In the context of financial accounting, consolidation refers to the aggregation of financial statements of a group company as consolidated financial statements.
Treasury stock A treasury stock or reacquired stock is stock which is bought back by the issuing company, reducing the amount of outstanding stock on the open market ("open market" including insiders' holdings). \nStock repurchases are used as a tax efficient method to put cash into shareholders' hands, rather than paying dividends, in jurisdictions that treat capital gains more favorably.
International relations International relations (IR), international studies or international affairs (IA) is the scientific study of interactions between sovereign states. It examines all activities between states—such as war, diplomacy, trade, and foreign policy—as well as relations with and among other international actors, such as intergovernmental organisations (IGOs), international nongovernmental organisations (INGOs), international legal bodies, and multinational corporations (MNCs).
Developmental psychology Developmental psychology is the scientific study of how and why human beings change over the course of their life. Originally concerned with infants and children, the field has expanded to include adolescence, adult development, aging, and the entire lifespan.
High-definition television High-definition television (HD or HDTV) describes a television system providing a substantially higher image resolution than the previous generation of technologies. The term has been used since 1936, in more recent times it refers to the generation following standard-definition television (SDTV), often abbreviated to HDTV or HD-TV. It is the current de facto standard video format used in most broadcasts: terrestrial broadcast television, cable television, satellite television and Blu-ray Discs.
Balance sheet In financial accounting, a balance sheet (also known as statement of financial position or statement of financial condition) is a summary of the financial balances of an individual or organization, whether it be a sole proprietorship, a business partnership, a corporation, private limited company or other organization such as government or not-for-profit entity. Assets, liabilities and ownership equity are listed as of a specific date, such as the end of its financial year.
Table of Contents (Enochs) Table of Contents is a sculpture designed by the American artist Dale Enochs. The sculpture is made from limestone and was commissioned by Joseph F. Miller.
Financial audit A 'financial audit' is conducted to provide an opinion whether "financial statements" (the information is verified to the extent of reasonable assurance granted) are stated in accordance with specified criteria. Normally, the criteria are international accounting standards, although auditors may conduct audits of financial statements prepared using the cash basis or some other basis of accounting appropriate for the organisation.
Operation Ivy (band) Operation Ivy was an American punk rock band from Berkeley, California, formed in May 1987. The band was stylistically important as one of the first bands to mix the elements of hardcore punk and ska into a new amalgam called ska punk and was critical to the emergence of Lookout Records and the so-called "East Bay Sound."\nThe band's name was derived from the Operation Ivy series of nuclear tests in 1952.
Vehicle infrastructure integration Vehicle infrastructure integration (VII) is an initiative fostering research and applications development for a series of technologies directly linking road vehicles to their physical surroundings, first and foremost in order to improve road safety. The technology draws on several disciplines, including transport engineering, electrical engineering, automotive engineering, and computer science.
Tsunami A tsunami ( (t)soo-NAH-mee, (t)suu-; from Japanese: 津波, lit. 'harbour wave', pronounced [tsɯnami]) is a series of waves in a water body caused by the displacement of a large volume of water, generally in an ocean or a large lake. Earthquakes, volcanic eruptions and other underwater explosions (including detonations, landslides, glacier calvings, meteorite impacts and other disturbances) above or below water all have the potential to generate a tsunami.
Operations order An Operation Order, often abbreviated to OPORD, is a plan format meant to assist subordinate units with the conduct of military operations. An OPORD describes the situation the unit faces, the mission of the unit, and what supporting activities the unit will conduct in order to achieve their commander's desired end state.
Effective mass (solid-state physics) In solid state physics, a particle's effective mass (often denoted \n \n \n \n \n m\n \n ∗\n \n \n \n \n {\textstyle m^{*}}\n ) is the mass that it seems to have when responding to forces, or the mass that it seems to have when interacting with other identical particles in a thermal distribution. One of the results from the band theory of solids is that the movement of particles in a periodic potential, over long distances larger than the lattice spacing, can be very different from their motion in a vacuum.
Earnings yield Earning yield is the quotient of earnings per share (E), divided by the share price (P), giving E/P. It is the reciprocal of the P/E ratio.\nThe earning yield is quoted as a percentage, and therefore allows immediate comparison to prevailing long-term interest rates (e.g.
Non-price competition Non-price competition is a marketing strategy "in which one firm tries to distinguish its product or service from competing products on the basis of attributes like design and workmanship". It often occurs in imperfectly competitive markets because it exists between two or more producers that sell goods and services at the same prices but compete to increase their respective market shares through non-price measures such as marketing schemes and greater quality.
List of German-trained divisions of the National Revolutionary Army The German trained divisions (Chinese: 德械師, literally German-equipped divisions) were the elite-quality, best trained and equipped infantry divisions in the Republic of China's National Revolutionary Army trained under Sino-German cooperation from 1926 to 1941. Led by Chiang Kai-shek, the President of the Republic of China.
Recession In economics, a recession is a business cycle contraction when there is a general decline in economic activity. Recessions generally occur when there is a widespread drop in spending (an adverse demand shock).
Perfect Combination Perfect Combination is both the sixth album and a collaboration album by American contemporary R&B singers Stacy Lattisaw and Johnny Gill, released on February 13, 1984 via Cotillion Records. The album peaked at #139 on the Billboard 200.
Schlumberger Schlumberger Limited (French: [ʃlum.bɛʁˈʒe, ʃlœ̃-]) is an oilfield services company. Schlumberger employees represent more than 140 nationalities working in more than 120 countries.
List of non-governmental organisations in India This is a list of notable charitable projects and non-governmental organisations (NGOs) working in India or connected with Indian diaspora.\n\n\n== EDASHA FOUNDATION is a non govt company registered on 21 april 2022 under company act 2013 working towards imparting education to underprivileged children . ==
Water in Arkansas Water in Arkansas is an important issue encompassing the conservation, protection, management, distribution and use of the water resource in the state. Arkansas contains a mixture of groundwater and surface water, with a variety of state and federal agencies responsible for the regulation of the water resource.
Azerbaijani nationality law Azerbaijani nationality law is regulated by the Constitution of Azerbaijan, as amended; the Citizenship Law of Azerbaijan and its revisions; and various international agreements to which the country is a signatory. These laws determine who is, or is eligible to be, an Azerbaijani national.
Peak demand Peak demand on an electrical grid is simply the highest electrical power demand that has occurred over a specified time period (Gönen 2008). Peak demand is typically characterized as annual, daily or seasonal and has the unit of power.
Democratic consolidation Democratic consolidation is the process by which a new democracy matures, in a way that it becomes unlikely to revert to authoritarianism without an external shock, and is regarded as the only available system of government within a country. This is the case when: no significant political group seriously attempts to overthrow the democratic regime, the democratic system is regarded as the most appropriate way to govern by the vast majority of the public, and all political actors are accustomed to the fact that conflicts are resolved through established political and constitutional rules.
Deferred Measurement Principle The Deferred Measurement Principle is a result in quantum computing which states that delaying measurements until the end of a quantum computation doesn't affect the probability distribution of outcomes.A consequence of the deferred measurement principle is that measuring commutes with conditioning.\nThe choice of whether to measure a qubit before, after, or during an operation conditioned on that qubit will have no observable effect on a circuit's final expected results.
Statement of work A statement of work (SOW) is a document routinely employed in the field of project management. It is the narrative description of a project's work requirement.
Closed-circuit television Closed-circuit television (CCTV), also known as video surveillance, is the use of video cameras to transmit a signal to a specific place, on a limited set of monitors. It differs from broadcast television in that the signal is not openly transmitted, though it may employ point-to-point (P2P), point-to-multipoint (P2MP), or mesh wired or wireless links.
Wolf-Heinrich Graf von Helldorff Wolf-Heinrich Julius Otto Bernhard Fritz Hermann Ferdinand Graf von Helldorff (14 October 1896 – 15 August 1944) was an SA-Obergruppenführer, German police official and politician. He served as a member of the Landtag of Prussia during the Weimar Republic, as a member of the Reichstag for the Nazi Party from 1933, and as Ordnungspolizei Police President in Potsdam and in Berlin.
Public service announcement A public service announcement (PSA) is a message in the public interest disseminated by the media without charge to raise public awareness and change behavior. In the UK, they are generally called a public information film (PIF); in Hong Kong, they are known as an announcement in the public interest (API).
Going concern A going concern is a business that is assumed will meet its financial obligations when they fall due. It functions without the threat of liquidation for the foreseeable future, which is usually regarded as at least the next 12 months or the specified accounting period (the longer of the two).
Budget A budget is a financial plan for a defined period, often one year. It may also include planned sales volumes and revenues, resource quantities, costs and expenses, assets, liabilities and cash flows.
Risk Factors
OMNI ENERGY SERVICES CORP ITEM 1A RISK FACTORS You should carefully consider the following risk factors, in addition to the other information set forth or incorporated by reference herein
Each of these risk factors could adversely affect our business, operating results and financial condition, and also adversely affect the value of an investment in our common stock
INDUSTRY VOLATILITY MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS The demand for our services depends on the level of capital expenditures by oil and gas companies for developmental construction and these expenditures are critical to our operations
The levels of such capital expenditures are influenced by the following factors: • oil and gas prices and industry perceptions of future price levels; • the cost of exploring for, producing and delivering oil and gas; • the ability of oil and gas companies to generate capital; • the sale and expiration dates of leases in the United States; • the availability of current geophysical data; • the discovery rate of new oil and gas reserves; and • local and international political and economic conditions
The cyclical nature of the oil and gas industry has a significant effect on our revenues and profitability
Historically, prices of oil and gas, as well as the level of exploration and developmental activity, have fluctuated substantially
This has, in the past, and may, in the future, adversely affect our business
We are unable to predict future oil and gas prices or the level of oil and gas industry activity
A prolonged low level of activity in the oil and gas industry will likely depress development activity, adversely affecting the demand for our products and services and our financial condition and results of operations
OUR GROWTH AND GROWTH STRATEGY INVOLVES RISKS We have grown over the last several years through internal growth and acquisitions of other companies
It will be important for our future success to manage our rapid growth and this will demand increased responsibility for management personnel
The following factors could present difficulties to us: • the lack of sufficient executive-level personnel; • the successful integration of the operations of Preheat including the integration of a management team with us; 15 ______________________________________________________________________ [49]Table of Contents [50]Index to Financial Statements increased levels of debt and administrative burdens; and • increased logistical problems of large, expansive operations
If we do not manage these potential difficulties successfully, they could have a material adverse effect on our financial condition and results of operations
WE HAVE INCURRED NET LOSSES IN PREVIOUS YEARS For 2005, we had net income from our continuing operations
However, our recent financial history, including the year ended December 31, 2005, reflects annual net losses, of which our current net loss is attributable mainly to discontinued operations
We hope to continue generating increased revenues and profits from our continuing operations; however, any such increase may not be sustainable or indicative of future results of operations
We do intend to continue investing in internal expansion, infrastructure, integration of acquired companies and into our operations and our marketing and sales efforts
THE DANGERS INHERENT IN OUR OPERATIONS AND THE POTENTIAL LIMITS ON INSURANCE COVERAGE FOR CERTAIN RISKS COULD EXPOSE US TO POTENTIALLY SIGNIFICANT LIABILITY COSTS Our operations, and to a significant degree our seismic operations, are subject to risks or injury to personnel and loss of equipment
Our crews often conduct operations in extreme weather, in difficult terrain that is not easily accessible, and under other hazardous conditions
We maintain what we believe is prudent insurance protection
However, we cannot assure that our insurance will be sufficient or effective under all circumstances
A successful claim for which we are not fully insured may have a material adverse effect on our revenues and profitability
Moreover, we do not carry business interruption insurance with respect to our operations
WE OPERATE IN A HIGHLY COMPETITIVE INDUSTRY We compete with several other providers of seismic drilling, permitting, survey and environmental services
Competition among seismic contractors historically has been, and will continue to be, intense
Competitive factors have in recent years included price, crew experience, equipment availability, technological expertise and reputation for quality and dependability
Our revenues and earnings may be affected by the following factors: • changes in competitive prices and availability of trained personnel; • fluctuations in the level of activity and major markets; • general economic conditions; and • governmental regulation
Additionally, in certain geographical areas, some of our competitors operate more crews than we do and may have substantially greater financial and other resources
These operators could enjoy an advantage over us if the competitive environment for contract awards shifts to one characterized principally by intense price competition
SEASONALITY AND ADVERSE WEATHER CONDITIONS IN THE REGIONS IN WHICH WE OPERATE MAY ADVERSELY AFFECT OUR OPERATIONS Our operations are directly affected by the weather conditions in the Gulf of Mexico
Due to seasonal differences in weather patterns, we may operate more days in the spring, summer and fall periods and less in the winter months
The seasonality of oil and gas industry activity in the Gulf Coast region also affects our operations
Due to exposure to weather, we generally experience higher drilling activity in the spring, summer 16 ______________________________________________________________________ [51]Table of Contents [52]Index to Financial Statements and fall months with the lowest activity in winter months, especially with respect to our operations in the mountainous regions of the western United States
The rainy weather, hurricanes and other storms prevalent in the Gulf of Mexico and along the Gulf Coast throughout the year may also affect our operations
As a result, full-year results are not likely to be a direct multiple of any particular quarter or combination of quarters
WE ARE DEPENDENT ON KEY PERSONNEL Our success depends on, among other things, the continued active participation of our executive officers and certain of our other key operating personnel
Our officers and personnel have extensive experience in the domestic and international oilfield services industry
The loss of the services of any one of these persons could impact adversely our ability to implement our expansion strategy
WE MAY INCUR ADDITIONAL EXPENDITURES TO COMPLY WITH GOVERNMENTAL REGULATIONS Our seismic and environmental operations are subject to extensive governmental regulation, violations of which may result in civil and criminal penalties, injunctions and cease and desist orders
These laws and regulations govern, among other things, operations in wetlands, the handling of explosives and hazardous and non-hazardous waste
Although our cost of compliance with such laws has to date been immaterial, such laws are changed frequently
Accordingly, it is impossible to predict the cost or impact of such laws on our future operations
We are also required by various governmental agencies to obtain certain permits, licenses and certificates
To date, we believe that we possess all permits, licenses and certificates material to the operation of our business
The loss by us of any of the licenses required for our operation could have a material adverse effect on our operations
We depend on demand for our services from the oil and gas industry, and this demand may be affected by changing tax laws and oil and gas regulations
As a result, the adoption of laws that curtail oil and gas production in our areas of operation may adversely affect us
We cannot determine to what extent our operations may be affected by any new regulations or changes in existing regulations
ONE STOCKHOLDER HAS SUBSTANTIAL CONTROL OVER OUR AFFAIRS Dennis R Sciotto beneficially owns approximately 35prca of our outstanding common stock
Sciotto represents and controls The Dennis R Sciotto Family Trust and was appointed to the Board of Directors by the holders of the Series C Preferred Stock on June 13, 2005 pursuant to the Securities Purchase Agreement dated May 17, 2005
Sciotto has the ability to substantially influence our management and affairs and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, such as a merger, consolidation or sale of substantially all of our assets
This may have the effect of delaying, deferring or preventing a change in control, or impeding a merger or consolidation
FUTURE TECHNOLOGICAL ADVANCES COULD IMPAIR OPERATING ASSETS OR REQUIRE SUBSTANTIAL UNBUDGETED CAPITAL EXPENDITURES We compete in providing services in a capital intensive business
The development of seismic data acquisition and processing equipment has been characterized by rapid technological advancements in recent years, and this trend may continue
Manufacturers of seismic equipment may develop new systems that have competitive advantages over systems now in use that could render our current equipment obsolete or require us to make significant unplanned capital expenditures to maintain our competitive position
Under such circumstances, there can be no assurance that we would be able to obtain necessary financing on favorable terms
OUR SEISMIC DRILLING OPERATIONS DEPEND ON A FEW SIGNIFICANT CUSTOMERS We derive a significant amount of our revenue from a small number of geophysical companies
Our inability to continue to perform services for a number of our large existing customers, if not offset by sales to new or other existing customers could have a material adverse effect on our business and operations
For example, our largest customers (those which individually accounted for more than 10prca of revenue in a given 17 ______________________________________________________________________ [53]Table of Contents [54]Index to Financial Statements year, listed alphabetically) collectively accounted for 71prca (Quantum Geophysical, Seismic Exchange, and Veritas DGC), 50prca (PGS, Quantum Geophysical, Seismic Exchange, and Veritas DGC), and 38prca (Quantum Geophysical and Veritas DGC) of revenue for fiscal 2003, 2004 and 2005, respectively
WE ARE NOT ABLE TO GUARANTEE THAT OUR BACKLOG WILL BE TIMELY CONVERTED INTO REVENUE IN ANY PARTICULAR FISCAL PERIOD Our backlog represents those seismic drilling and survey projects for which a customer has hired us and has scheduled a start date for the project
Backlog levels vary during the year depending on the timing of the completion of certain contracts and when we are awarded new contracts
Projects currently included in our backlog are subject to termination or delay without penalty at the option of the customer, which could substantially reduce the amount of backlog currently reported, and consequently, the conversion of that backlog into revenue
UNFAVORABLE RESULTS OF LITIGATION COULD HAVE A MATERIAL ADVERSE IMPACT ON OUR FINANCIAL STATEMENTS As discussed in Note 8 to the Consolidated Financial Statements, we are subject to a variety of claims and lawsuits
Adverse outcomes in some or all of the pending cases may result in significant monetary damages or injunctive relief against us
We are also subject to a variety of other claims and suits that arise from time to time in the ordinary course of our business
Management currently believes that resolving all of these matters, individually or in the aggregate, will not have a material adverse impact on our financial position or results of operations
The litigation and other claims are subject to inherent uncertainties and management’s view of these matters may change in the future
There exists the possibility of a material adverse impact on our financial position and the results of operations for the period in which the effect of an unfavorable final outcome becomes probable and reasonably estimable
IF WE BREACH ANY OF THE MATERIAL FINANCIAL COVENANTS UNDER OUR VARIOUS INDEBTEDNESS, OR IF AN EVENT OF DEFAULT IS DECLARED WITH RESPECT TO ANY SUCH INDEBTEDNESS, OUR DEBT SERVICE OBLIGATIONS COULD BE ACCELERATED If we breach any of the material financial covenants under our various indebtedness, or if an event of default is declared with respect to any such indebtedness, our substantial debt service obligations could be accelerated
In the event of any such simultaneous acceleration, we would not be able to repay all of the indebtedness
THE MARKET PRICE OF OUR COMMON STOCK IS HIGHLY VOLATILE The market price of our common stock has been and is expected to continue to be highly volatile
Factors, including announcements of technological innovations by us or other companies, regulatory matters, new or existing products or procedures, concerns about our financial position, operating results, litigation, government regulation, developments or disputes relating to agreements, patents or proprietary rights, may have a significant impact on the market price of our common stock
In addition, potential dilutive effects of future sales of shares of common stock by our shareholders and by us could have an adverse effect on the market price of our common stock
EMPLOYEES As of December 31, 2005, we had 258 employees, including 203 operating personnel and 55 corporate, administrative and management personnel
These employees are not unionized or employed pursuant to any collective bargaining agreement or any similar agreement
We believe our relations with our employees are generally good
With the acquisition of Preheat in February 2006, we currently have approximately 400 employees