EXHIBIT 99.1 ALLIS-CHALMERS -------------- PRESS RELEASE Contact: Victor M. Perez (713) 369-0550 FOR IMMEDIATE RELEASE ALLIS-CHALMERS CORPORATION REPORTS THIRD QUARTER 2004 EARNINGS HOUSTON, TEXAS, November 12, 2004 - Allis-Chalmers Corporation (Amex:ALY) today announced its results for the third quarter ended September 30, 2004. Revenues increased to $11.9 million for the third quarter of 2004, an increase of 47.0 % from revenues of $8.1 million for the third quarter of 2003. Net income for the third quarter of 2004 attributed to common shares was $576,000 or $0.04 per share (diluted), compared to net income attributed to common shares of $1.0 million or $0.16 per share (diluted), which included a one-time $1.0 million gain from the settlement of a law suit, for the third quarter of 2003. The Company reported revenues of $33.0 million for the first nine months of 2004, an increase of 47.1% compared to revenues of $22.4 million for the first nine months of 2003. Net income for the first nine months of 2004 attributed to common shares was $1.5 million, or $0.15 per share (diluted), compared to net income attributed to common shares of $281,000 or $0.04 per share (diluted), which included a one-time $1.0 million gain from the settlement of a lawsuit, for the first nine months of 2003. The Company announced that revenues and operating results improved for the third quarter and first nine months of 2004, compared to the 2003 periods, primarily due to the general increase in oil and gas drilling activity. Revenues and operating results increased most significantly at its directional drilling services segment due to increased activity as well as the addition of operations and sales personnel which resulted in increased capacity and market presence. The nine-month period ended September 30, 2004 was also impacted by the inclusion of the operations of AirComp LLC, the Company's 55%-owned compressed air drilling joint venture for the entire nine month period. AirComp was formed in July 2003. Munawar H. Hidayatallah, the Company's Chairman and Chief Executive Officer stated, "We are very pleased with the continued growth of our company. During the quarter we also took major steps to improve our capital structure and increase our ability to grow. As previously announced, during the quarter we completed two private placements of our common stock aggregating $16.3 million, and in September our shares began trading on the American Stock Exchange. In addition, we acquired Safco in September and acquired Diamond Air Drilling in November 2004, which we anticipate will make significant contributions to our future growth. ALLIS-CHALMERS CORPORATION PROVIDES A VARIETY OF PRODUCTS AND SERVICES TO THE OIL AND NATURAL GAS DRILLING INDUSTRY. THROUGH ITS SUBSIDIARIES, THE COMPANY SUPPLIES SPECIALIZED EQUIPMENT AND OPERATIONS TO INSTALL CASING AND PRODUCTION TUBING REQUIRED TO DRILL AND COMPLETE OIL AND GAS WELLS, HIGH-END DIRECTIONAL AND HORIZONTAL DRILLING SERVICES FOR SPECIFIC TARGETED RESERVOIRS THAT CANNOT BE REACHED VERTICALLY, AND THROUGH ITS JOINT VENTURE, AIRCOMP LLC, AIR DRILLING PRODUCTS AND SERVICES TO NATURAL GAS EXPLORATION AND DEVELOPMENT COMPANIES. FORWARD LOOKING STATEMENTS THIS PRESS RELEASE CONTAINS 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) REGARDING ALLIS-CHALMERS CORPORATION'S BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROSPECTS. WORDS SUCH AS EXPECTS, ANTICIPATES, INTENDS, PLANS, BELIEVES, SEEKS, ESTIMATES AND SIMILAR EXPRESSIONS OR VARIATIONS OF SUCH WORDS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, BUT ARE NOT THE EXCLUSIVE MEANS OF IDENTIFYING FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE. ALTHOUGH FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE REFLECT THE GOOD FAITH JUDGMENT OF MANAGEMENT, SUCH STATEMENTS CAN ONLY BE BASED ON FACTS AND FACTORS CURRENTLY KNOWN TO MANAGEMENT. CONSEQUENTLY, FORWARD-LOOKING STATEMENTS ARE INHERENTLY SUBJECT TO RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS AND OUTCOMES MAY DIFFER MATERIALLY FROM THE RESULTS AND OUTCOMES DISCUSSED IN THE FORWARD-LOOKING STATEMENTS. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES IN RESULTS AND OUTCOMES INCLUDE, BUT ARE NOT LIMITED TO, DEMAND FOR OIL AND NATURAL GAS DRILLING SERVICES IN THE AREAS AND MARKETS IN WHICH THE COMPANY OPERATES, COMPETITION, OBSOLESCENCE OF PRODUCTS AND SERVICES, THE COMPANY'S ABILITY TO OBTAIN FINANCING TO SUPPORT ITS OPERATIONS, ENVIRONMENTAL AND OTHER CASUALTY RISKS, AND THE IMPACT OF GOVERNMENT REGULATION. FURTHER INFORMATION ABOUT THE RISKS AND UNCERTAINTIES THAT MAY IMPACT THE COMPANY ARE SET FORTH IN THE COMPANY'S MOST RECENT FILINGS ON FORM 10K (INCLUDING WITHOUT LIMITATION IN THE "RISK FACTORS" SECTION) AND FORM 10-Q, AND IN THE COMPANY'S OTHER SEC FILINGS AND PUBLICLY AVAILABLE DOCUMENTS. READERS ARE URGED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE OF THIS PRESS RELEASE. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE OR UPDATE ANY FORWARD-LOOKING STATEMENTS IN ORDER TO REFLECT ANY EVENT OR CIRCUMSTANCE THAT MAY ARISE AFTER THE DATE OF THIS PRESS RELEASE. * * * * * ALLIS-CHALMERS CORPORATION CONSOLIDATED BALANCE SHEETS (UNAUDITED) (IN THOUSANDS) SEPTEMBER 30 DECEMBER 31 2004 2003 --------------- --------------- ASSETS Cash and Cash Equivalents $ 12,992 $ 1,299 Trade Receivables, net of allowance for doubtful accounts of $168 and $168 respectively 10,419 8,823 Lease Receivable, current 180 180 Prepaids and Other Current Assets 1,496 887 --------------- --------------- Total Current Assets 25,087 11,189 Property and Equipment, net of accumulated depreciation of $3,972 and $2,487 at September 30, 2004 and December 31, 2003, respectively 28,818 26,339 Goodwill 10,331 7,661 Other Intangible Assets, net of accumulated amortization of $1,773 and $1,254 at September 30, 2004 and December 31, 2003, respectively 3,089 2,290 Debt Issuance Costs, net of accumulated amortization of $711 and $462 at September 30, 2004 and December 31, 2003, respectively 635 567 Lease Receivable, less current portion 590 787 Other Assets 79 40 --------------- --------------- Total Assets 68,629 48,873 =============== =============== LIABILITIES AND STOCKHOLDERS EQUITY Current Maturities of Long Term Debt 4,858 5,150 Trade Accounts Payable 2,566 3,133 Accrued Salaries, Benefits and Payroll Taxes 481 591 Accrued Interest 283 152 Accrued Expenses 1,331 1,761 Accounts Payable, related parties 406 787 --------------- --------------- Total Current Liabilities 9,925 11,574 Accrued Post Retirement Benefit Obligations 510 545 Long Term Debt, net of current maturities 25,241 27,083 Other Long Term Liabilities 129 270 Redeemable Warrants 1,500 1,500 Redeemable Convertible Preferred Stock, $0.01 par value (4,200,000 shares authorized; 3,500,000 issued and outstanding at December 31, 2003 and none issued or outstanding at September 30, 2004) ($1 redemption value) including accrued dividends -- 4,171 --------------- --------------- Total Liabilities 37,305 45,143 Commitments and Contingencies Minority Interests 886 2,523 COMMON STOCKHOLDERS EQUITY Common Stock, $.01 par value (20,000,000 shares authorized; 3,926,668 issued and outstanding at December 31,2003 and 13,042,081 issued and outstanding at September 30, 2004) 132 2,945 Capital in excess of par value 37,423 6,887 Accumulated (deficit) (7,117) (8,625) --------------- --------------- Total Stockholders Equity 30,438 1,207 Total Liabilities and Stockholders Equity $ 68,629 $ 48,873 =============== =============== ALLIS-CHALMERS CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE) (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 ------------------------------- ------------------------------- Revenues $ 11,888 $ 8,089 $ 32,989 $ 22,428 Cost of Sales 8,145 6,011 23,893 16,212 ------------------------------- ------------------------------- Gross Profit 3,743 2,078 9,096 6,216 General & Administrative Expense 2,425 1,351 5,381 3,759 ------------------------------- ------------------------------- Income/(Loss) From Operations 1,318 727 3,715 2,457 Other Income (Expense) Interest Expense (566) (521) (1,634) (1,797) Minority Interest (56) (26) (315) (337) Settlement of Lawsuit -- 1,034 -- 1,034 Other 19 10 224 (164) ------------------------------- ------------------------------- Net Income/(Loss) Before Income Taxes 715 1,224 1,990 1,193 Provision for Income Taxes 139 93 359 343 Net Income/(Loss) 576 1,131 1,631 850 Preferred Stock Dividend -- (88) (124) (569) Net Income/(Loss) Attributed to Common Shares $ 576 $ 1,043 $ 1,507 $ 281 =============================== =============================== Net Income/(Loss) Attributed to Common Shares, Basic $ 0.05 $ 0.27 $ 0.21 $ 0.07 =============================== =============================== Net Income/(Loss) Attributed to Common Shares, Diluted $ 0.04 $ 0.16 $ 0.15 $ 0.04 =============================== =============================== Weighted average number of common shares outstanding Basic 11,599 3,927 7,285 3,927 Diluted 14,407 6,340 9,980 6,340 Supplemental Information: Depreciation and Amortization $ 710 $ 660 $ 2,098 $ 2,225