FWIW:::Marcum Natural Gas Services Announces Reverse Stock Split and Warrant Dividend To Shareholders
DENVER, June 29 /PRNewswire/ -- Marcum Natural Gas Services, Inc. (Nasdaq: MGAS), a diversified provider of energy measurement products, services and data management to the energy industry, today announced that the Board of Directors has approved a reverse split of the Company's common shares and a warrant dividend. Pursuant to the reverse split, each four shares of common stock outstanding as of the close of business on Monday, July 6, 1998, will be converted into one share of common stock. Also, a dividend of one common stock purchase warrant will be issued for each post-split four shares outstanding. The distribution of the warrants will be contingent upon the effectiveness of a registration statement the Company intends to file with the Securities and Exchange Commission. The warrant dividend will be payable to shareholders of record approximately 15 days following the effective date of the registration statement. It is expected that the registration process will take 60 to 75 days.
Under the anticipated terms of the warrants, all shareholders as of the record date will receive one warrant for every four post-split shares of common stock owned. Each warrant will entitle the holder, for a period of approximately five years, to purchase one additional share of the Company's common stock at an exercise price approximately 50% above the market price as of the record date. Exact terms of the warrant dividend will be detailed in the registration statement. The Company intends to register the warrants and the underlying shares and will attempt to qualify the warrants for secondary trading on the Nasdaq Stock Market. It is important to note that only shareholders of record approximately 15 days following the effective date of registration will receive the warrant dividend.
W. Phillip Marcum, president and chief executive officer of the Company, said that "after the reverse split, the Company will have approximately 3.55 million common shares outstanding based on approximately 14.2 million common shares currently outstanding." Marcum estimates that the common share "float" will be approximately 2.5 million shares, once the reverse stock split is effective.
The following table illustrates the effects of the reverse stock split on book value per share and net income per diluted common share from continuing operations, assuming the reverse split had occurred on December 31, 1997 and March 31, 1998, respectively:
December 31, 1997 March 31, 1998
Historical Adjusted Historical Adjusted
Book value per
common share $1.29 $5.15 $1.29 $5.15
Net income from
continuing operations$752,516 $752,516 $17,193 $17,193
Net income per diluted
common share $0.06 $0.24 $0.00 $0.00
The table information above does not include the effects of approximately 1.76 million common shares issued on May 4, 1998 in connection with a purchase business combination.
The Company's operations are comprised of three wholly owned subsidiaries: Metretek, Incorporated, which designs, manufactures and sells automated systems to monitor and record the natural gas consumption of industrial and commercial consumers; Southern Flow Companies, Inc., a natural gas measurement services company providing services to producers and pipelines; and Marcum Gas Transmission, Inc., which manages energy related midstream and other service facilities.
Statements in this press release that look forward in time, which include everything other than historical information, are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected or implied. These risks and uncertainties include, but are not limited to, the ability of Marcum to integrate the acquired American Meter product lines into its business, and the timing, amount and value of future sales of such product lines, the impact and timing of the deregulation of the various energy segments, changes in the natural gas utilities industry the energy industry in general and the natural gas industry in particular, the impact of competition, product development and product acceptance risks, and other risks and uncertainties described from time to time in the Company's filings with the Securities and Exchange Commission, including the most recent report on Form 10-KSB. The Company assumes no responsibility to update the information included in this press release.
SOURCE Marcum Natural Gas Services, Inc.
CO: Marcum Natural Gas Services, Inc.
ST: Colorado
IN: OIL CPR
SU: DIV
06/29/98 08:06 EDT prnewswire.com
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