EXHIBIT 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following Unaudited Pro Forma Condensed Combined Statements of Operations
for the year ended December 31, 2003 and for the six months ended June 30, 2004
have been prepared to give effect to the recent acquisition by OMNI Energy
Services Corp (the "Company") of Trussco, Inc. and Trussco Properties, L.L.C. on
June 30, 2004, and to assist investors and readers of our financial statements
in understanding what our combined results could be on an annual basis had the
acquisitions of American Helicopters, Inc., Trussco, Inc. and Trussco
Properties, L.L.C. occurred on January 1, 2003 and January 1, 2004.
The unaudited pro forma statements of income for the year ended December 31,
2003 and the six months ended June 30, 2004 give pro forma effect to: (1) the
acquisition on June 30, 2004 of Trussco, Inc. and Trussco Properties, LLC and
(2) the acquisition of American Helicopter, Inc. ("AHI") on November 19, 2003,
as if the acquisitions had occurred on January 1, 2003. The financial
information for Trussco, Inc. and Trussco Properties, L.L.C. (hereinafter
"Trussco") has been combined in the pro forma statements of income to reflect
the acquisitions of the two entities from the common selling stockholder.
The unaudited pro forma information is based upon available information and
certain assumptions and adjustments, described in the accompanying notes, that
the Company believes are reasonable in the circumstances. Pro forma adjustments
are applied to the historical financial statements of the Company, AHI and
Trussco. The Unaudited Pro Forma Condensed Combined Statements of Operations do
not purport to represent what our results of operations actually would have been
if the events described above had occurred as of the dates indicated or what our
results will be in future periods. The acquisition of AHI and Trussco are
accounted for under the purchase method of accounting. The purchase price
allocation, related to Trussco, among the assets acquired and the assignment of
lives to the intangible assets are preliminary and subject to further
evaluation, as the Company has not yet finalized its valuation of assets
acquired.
The Unaudited Pro Forma Condensed Combined Financial Statements of Income should
be read in conjunction with the Company's historical Consolidated Financial
Statements and related Notes thereto, Management's Discussion and Analysis of
Financial Condition and Results of Operations included in the Company's Annual
Report on Form 10-K/A, as amended on September 13, for the year ended December
31, 2003 and the Quarterly Reports on Form 10-Q for the quarters ended March 31
and June 30, 2004 (unaudited).
OMNI ENERGY SERVICES CORP.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2003
(IN THOUSANDS)
UNAUDITED
<Table>
<Caption>
TOTAL
PRO FORMA YEAR ENDED
PRO FORMA CONSOLIDATED PRO FORMA DECEMBER 31,
OMNI AHI(a) ADJUSTMENTS OMNI TRUSSCO(b) ADJUSTMENTS 2003
---------- --------- ---------- ---------- ---------- -------------- -----------
Operating revenue .................. $ 37,055 $ 9,599 $ -- $ 46,654 $ 19,365 $ -- $ 66,019
Operating expense .................. 28,741 7,152 (744)1 35,149 12,938 722 5 48,809
---------- --------- ---------- ---------- ---------- ---------- ----------
Gross profit (loss) ................ 8,314 2,447 744 11,505 6,427 (722) 17,210
General and administrative expense . 4,820 1,687 101 2 6,608 3,807 500 6 10,915
---------- --------- ---------- ---------- ---------- ---------- ----------
Operating income (loss) ............ 3,494 760 643 4,897 2,620 (1,222) 6,295
Interest expense ................... 999 233 100 3 1,332 217 700 7 2,249
Other (income) expense ............. 245 19 -- 264 (414) (64)8 (214)
---------- --------- ---------- ---------- ---------- ---------- ----------
Income (loss) before income taxes .. 2,250 508 543 3,301 2,817 (1,858) 4,260
Income tax (benefit) expense ....... (1,600) 173 (173)4 (1,600) -- -- (1,600)
---------- --------- ---------- ---------- ---------- ---------- ----------
Net income (loss) from
continuing operations ............. $ 3,850 $ 335 $ 716 $ 4,901 $ 2,817 $ (1,858) $ 5,860
========== ========= ========== ========== ========== ========== ==========
Accretion of preferred stock
and preferred stock dividends ..... $ (484) $ -- $ -- $ (484) $ -- $ -- $ (484)
========== ========= ========== ========== ========== ========== ==========
Net income (loss) from continuing
operations applicable to
common and common equivalent shares $ 2,999 $ 335 $ 716 $ 4,050 $ 2,817 $ (1,858) $ 5,009
========== ========= ========== ========== ========== ========== ==========
Basic income per common share:
Income from continuing
operations ..................... $ 0.38 $ -- $ -- $ -- $ --- $ -- $ 0.61
Diluted income per common share:
Income from continuing
operations ..................... $ 0.34 $ -- $ -- $ -- $ -- $ -- $ 0.52
Number of shares used in
calculating earnings
per share:
Basic .......................... 8,772 -- -- -- -- -- 8,772
Diluted ........................ 11,362 -- -- -- -- -- 11,362
</Table>
(a) For the period January 1, 2003 through acquisition date of November 19,
2003.
(b) Includes the combined accounts of Trussco, Inc. and Trussco
Properties, L.L.C., which were acquired simultaneously from the same
selling shareholders.
SEE PURCHASE PRICE ALLOCATION IN NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
SEE NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
OMNI ENERGY SERVICES CORP.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(IN THOUSANDS)
UNAUDITED
<Table>
<Caption>
TOTAL SIX
PRO FORMA MONTHS ENDED
OMNI TRUSSCO (a) ADJ. JUNE 30, 2004
---------- ------------ ---------- -------------
Operating revenue........................................ $ 25,088 $ 9,474 $ -- $ 34,562
Operating expense........................................ 19,565 6,112 362 1 26,039
---------- ---------- ---------- ----------
Gross profit (loss)...................................... 5,523 3,362 (362) 2 8,523
General and administrative expense....................... 4,920 2,482 250 2 7,652
---------- ---------- ---------- ----------
Operating income (loss).................................. 603 880 (612) 871
Interest expense......................................... 1,609 73 350 3 2,032
Other (income) expense................................... 147 (15) (32) 4 100
---------- ---------- ---------- ----------
Income (loss) before taxes............................... (1,153) 822 (930) (1,261)
Income tax benefit -- -- -- --
---------- ---------- ---------- ----------
Net income (loss) from continuing operations............. $ (1,153) $ 822 $ (930) $ (1,261)
========== ========== ========== ==========
Accretion of preferred stock and preferred stock
dividends............................................... $ (490) $ -- $ -- $ (490)
========== ========== ========== ==========
Net income (loss) from continuing operations
applicable to common and common equivalent shares....... $ (1,643) $ 822 $ (930) $ (1,751)
========== ========== ========== ==========
Net income (loss) from continuing operations
per common share:
Basic................................................ $ 0.16 $ -- $ -- $ 0.17
Diluted.............................................. $ 0.16 $ -- $ -- $ 0.17
Weighted average common shares outstanding:
Basic................................................ 10,502 -- -- 10,502
Diluted.............................................. 10,502 -- -- 10,502
</Table>
(a) Includes the combined accounts of Trussco, Inc. and Trussco
Properties, L.L.C., which were acquired simultaneously from the same
selling shareholders.
SEE PURCHASE PRICE ALLOCATION IN NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENT OF OPERATIONS
SEE NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(IN THOUSANDS)
The following are footnotes to the Unaudited Pro Forma Condensed Combined
Statement of Operations for the year ended December 31, 2003:
AHI
1 Reflects for the year ended December 31, 2003, pro forma adjustments for
AHI of $(744) for the following reasons. One is a reduction of rental
expense of $240 due to the purchase of aircraft totaling $1,250 by OMNI
which had previously been accounted for as operating leases by AHI. The
second is a net decrease in depreciation expense of $504 due to 1) a
decrease in depreciation expense resulting from an increase in salvage
values of fixed assets from 10% to 30% to conform to OMNI's estimated
salvage values and 2) a decrease in depreciation expense resulting from
an increase in useful lives of ten years at acquisition offset by 3) an
increase in depreciation expense resulting from the increase in values
of fixed assets resulting from the purchase price allocation and 4) an
increase in depreciation expense resulting from the purchase of $1,250
of aircraft previously accounted for as operating leases by AHI.
2 Reflects for the year ended December 31, 2003, pro forma adjustments for
AHI of $100 for an increase in salaries of $201 under new compensation
agreements with management of AHI entered into at acquisition offset by
a reduction in stockholder expenses of $100 that will be eliminated by
the new compensation agreements with management/stockholders at
acquisition.
3 Reflects for the twelve months ended December 31, 2003, pro forma
adjustments for AHI of $100 for an increase in interest expense for debt
on acquired aircraft of $1,250 which were previously operating leases.
4 Reflects for the twelve months ended December 31, 2003, pro forma
adjustments for AHI of $(173) for a reduction in income taxes due to
future consolidated tax provisions with OMNI and use of NOL carry
forwards.
TRUSSCO
5 Reflects for the year ended December 31, 2003, pro forma adjustments for
Trussco of $722 for increased depreciation based on the increase of
approximately $3,766 in the fair market value of assets acquired in the
acquisition with assumed estimated useful lives of five years.
6 Reflects for the year ended December 31, 2003, pro forma adjustments for
Trussco of $500 for increased amortization based on the increase of
approximately $2,500 in the fair market value of intangible assets
acquired in the acquisition with assumed estimated useful lives of five
years.
7 Reflects for the year ended December 31, 2003, pro forma adjustments for
Trussco of $700 for an increase in interest expense on a total estimated
borrowing of approximately $10,339 to fund the purchase of Trussco at
OMNI's average borrowing rate of 6.8%.
8 Reflects for the twelve months ended December 31, 2003, pro forma
adjustment for Trussco of $(64) for a reduction in stockholder expenses
that will be eliminated by new compensation agreements with
management/stockholders at acquisition.
The following are footnotes to the Unaudited Pro Forma Condensed Combined
Statement of Operations for the six months ended June 30, 2004:
TRUSSCO
1 Reflects for the six months ended June 30, 2004, pro forma adjustments
for Trussco of $362 for increased depreciation based on the
increase of approximately $3,766 in the fair market value of assets
acquired in the Trussco acquisition with an assumed estimated useful life
of five years.
2 Reflects for the six months ended June 30, 2004, pro forma adjustments
for Trussco of $250 for increased amortization based on the increase of
approximately $2,500 in the fair market value of intangible assets
acquired in the acquisition with assumed estimated useful lives of five
years.
3 Reflects for the six months ended June 30, 2004, pro forma adjustment for
Trussco of $350 for an increase in interest expense on a total estimated
purchase price of approximately $10,339 at OMNI's average borrowing rate
of 6.8%.
4 Reflects for the six months ended June 30, 2004, pro forma adjustments
for Trussco of $(32) for a reduction in stockholder expenses that will be
eliminated by new compensation agreements with management/ stockholders
at acquisition.
The following is a summary of the preliminary estimated purchase price at June
30, 2004 (in thousands):
<Table>
Cash Paid at Closing
To Selling Stockholders ............................................. $ 6,000
Selling Stockholder Notes Payable ................................... 977
Whitney Bank Line of Credit ......................................... 362
-------
7,339
Note Payable to Former Stockholders ................................. 3,000
Assumption of Debt
Current liabilities ................................................. 1,460
Ford Credit ......................................................... 35
GE Capital .......................................................... 3
Abbeville Offshore Quarters ......................................... 54
Federal Signal ...................................................... 74
Midsouth Bank ....................................................... 5
Xerox ............................................................... 6
-------
.................................................................... 1,637
-------
TOTAL ............................................................... $11,976
=======
</Table>
The preliminary allocation of the estimated purchase price is based on
internally prepared preliminary assessment of the fair value of the assets and
liabilities of Trussco at June 30, 2004 which is as follows:
<Table>
Current Assets ...................................................... $ 3,643
Fixed Assets ........................................................ 5,814
Other Assets ........................................................ 2,519
Assumption of debt .................................................. (1,637)
Stockholder Notes ................................................... (3,000)
-------
TOTAL ........................................................... $ 7,339
=======
</Table>