HOUSTON, TX--(Marketwired - August 13, 2014) - HII Technologies, Inc. (OTCQB: HIIT) ("HII" or the "Company"), an oilfield services company headquartered in Houston, Texas, today announced the acquisition of Hamilton Investment Group ("Hamilton") for $11.3 million in cash and stock. The Company expects the acquisition to be immediately accretive to the Company's full year 2014 earnings. The acquisition closed on August 12, 2014.
Founded in 1993 in Guthrie, Oklahoma, Hamilton provides frac water transfer services to oilfield operators located in Oklahoma and North Texas. Today, Hamilton has an inventory of approximately 50 miles of aluminum pipe and lay flat hose, as well as pumps and other related equipment, which they deploy in a services rental business model similar to AquaTex and AES Water Solutions, HII's water services subsidiaries. Oilfield operators contract with Hamilton to transport the necessary 5 to 10 million gallons of water needed for a single hydraulic fracturing completion or 'frac' of a well.
Hamilton's audited 2013 revenues and EBITDA (a non-GAAP measure) were approximately $12 million and $4.5 million respectively, up from approximately $8.5 million and $2.4 million, respectively, in 2012. Hamilton charges by the foot and by the day for the use of its hose and a day rate for the related pumps, manifolds, road crossings, and other equipment and has a broad customer base with established multi-project oilfield operators in the Oklahoma and North Texas regions.
"This is a significant acquisition for our Company," stated Matthew Flemming, CEO of HII Technologies. "Hamilton's high margin business complements our existing water division by expanding our geographic reach and customer base. Hamilton serves the Eastern Oklahoma area, covering the Woodford-Cana and Mississippian Lime formations, whereas our other water transfer businesses are concentrated more in Western Oklahoma covering the Granite Wash formation. Further, Hamilton's customer base contains a significant number of E&P operators outside of our existing clientele, thus augmenting our total customer base and further allowing us to offer our expanded suite of services to their existing customers. Hamilton and their principals enjoy a very good reputation in the marketplace, and we are very fortunate to have them join our company. We believe their strong relationships with oilfield operators and drillers will be a valuable asset and will facilitate our growth."
Mark Hamilton, President of Hamilton stated, "Joining the HII Technologies team allows us access to more equipment, stronger financial backing and new technologies which we can now offer our customers. We are pleased to associate with this high growth company and look forward to the future."
The $11.3 million purchase price consisted of $9 million in cash and $2.3 million in shares of the Company's common stock valued based on a 20-day trailing average ($0.65275), or 3,523,554 shares. The funds for the acquisition were secured under a recently announced credit facility with Heartland Bank of Little Rock, Arkansas. Mark Hamilton will remain as President of Hamilton under a newly executed three year employment agreement.
For the year ending December 31, 2014, management expects pro forma revenues of $50 to $53 million. Management prepared these pro forma estimates as if the Company owned Hamilton since January 1, 2014, a non-GAAP measure used for comparative purposes. For the year ending December 31, 2014, management currently anticipates pro forma Adjusted EBITDA (defined as earnings before interest, depreciation, amortization, non-cash stock option expenses, and one-time non-operational expense items) of $8 to $10 million. Total shares of HII's common stock outstanding after the Hamilton acquisition were approximately 53.1 million. The approximate fully diluted shares outstanding post-close of the Hamilton transaction is 68.8 million with an average exercise price of $0.68 per share, of which 1.3 million are currently unvested options.
For more information, please refer to the Company's Current Report on Form 8-K to be filed on or before August 15, 2014 with the U.S. Securities and Exchange Commission at the Edgar web site at www.SEC.gov and www.HIITinc.com.
Investor Conference Call
The Company will host a webcast and conference call with investors at 11:00 am ET on Thursday, August 14th, 2014. The Company's management team will discuss the company's growth strategy, plans and financial position.
Date: Thursday, August 14, 2014
Time: 11:00 am ET
Dial-in (US): 1-888-430-8694
Dial-in (International): 1-719-325-2323
Conference ID: 8576336
A replay of the call will be available from August 14, 2014 at 6 PM ET until Sept 14, 2014. To access the replay, use 1 877-870-5176 for U.S. callers and 1 858-384-5517 for international callers. The PIN number is 8576336.
About HII Technologies, Inc.
HII Technologies, Inc.
is a Houston, Texas based oilfield services company with operations in Texas, Oklahoma, Ohio and West Virginia. By focusing on the critical service areas of Water, Safety and Power, the Company is positioned to take advantage of the significant anticipated growth in horizontal drilling and hydraulic fracturing within the United States' active shale and unconventional "tight oil" plays. The Company's frac water management division does business as AquaTex and AES Water Solutions, its onsite oilfield contract safety consultancy does business as AES Safety Services, and its mobile oilfield power subsidiary does business as South Texas Power (STP). The holding company, HII Technologies' objective is to bring proven technologies to these operating divisions to build a long-term competitive advantage for its stakeholders. Read more at www.HIITinc.com, www.AquaTexUSA.com, www.AESWaterSolutions.com, www.AESSafetyServices.com and www.Oilfield-Generators.com.
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements as to matters that are not of historic fact are forward-looking statements. These forward-looking statements are based on HII's current expectations, estimates and projections about HII, its industry, its management's beliefs and certain assumptions made by management, and include statements regarding estimated capital expenditures, future operational and activity expectations, international growth, and anticipated financial performance in 2014. No assurance can be given that such expectations, estimates or projections will prove to have been correct. Whenever possible, these "forward-looking statements" are identified by words such as "expects," "believes," "anticipates" and similar phrases.
Readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, but not limited to: risks that HII will be unable to achieve its financial, capital expenditure and operational projections, including quarterly and annual projections of revenue and/or operating income and risks that HII's expectations regarding future activity levels, customer demand, and pricing stability may not materialize (whether for HII as a whole or for geographic regions and/or business segments individually); risks that fundamentals in the U.S. oil and gas markets may not yield anticipated future growth in HII's businesses, or could further deteriorate or worsen from the recent market declines, and/or that HII could experience further unexpected declines in activity and demand for its hydraulic frac related water transfer business, its safety consultancy business or its generator and related equipment rental service businesses; risks relating to HII's ability to implement technological developments and enhancements; risks relating to compliance with environmental, health and safety laws and regulations, as well as actions by governmental and regulatory authorities; risks that HII may be unable to achieve the benefits expected from acquisition and disposition transactions, and risks associated with integration of the acquired operations into HII's operations; risks, in responding to changing or declining market conditions, that HII may not be able to reduce, and could even experience increases in, the costs of labor, fuel, equipment and supplies employed and used in HII's businesses; risks relating to changes in the demand for or the price of oil and natural gas; risks that HII may not be able to execute its capital expenditure program and/or that any such capital expenditure investments, if made, will not generate adequate returns; and other risks affecting HII's ability to maintain or improve operations, including its ability to maintain prices for services under market pricing pressures, weather risks, and the impact of potential increases in general and administrative expenses.
Because such statements involve risks and uncertainties, many of which are outside of HII's control, HII's actual results and performance may differ materially from the results expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. Other important risk factors that may affect HII's business, results of operations and financial position are discussed in its most recently filed Annual Report on Form 10-K, recent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and in other Securities and Exchange Commission filings. Unless otherwise required by law, HII also disclaims any obligation to update its view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made here. However, readers should review carefully reports and documents that HII files periodically with the Securities and Exchange Commission.