Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark one)
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: March 31, 2016
Or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from: to
Commission File Number: 0-30746
FRONTIER OILFIELD SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Texas | 75-2592165 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 220 Travis Street, Shreveport, Louisiana 71101 | 76431 |
| (Address of principal executive offices) | (Zip Code) |
(972) 234-2610
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ☐ Yes ☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| Non-Accelerated Filer | ☐ (Do not check if smaller reporting company) | Smaller Reporting Company | ☒ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of May 16, 2016 there were 11,537,276 shares of common stock, par value $0.01 per share, outstanding.
FRONTIER OILFIELD SERVICES, INC.
Index
PART 1 — FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
(UNAUDITED)
| March 31, 2016 | December 31, 2015 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash | $ | 3,339 | $ | 22,400 | ||||
| Restricted cash | 77,614 | 77,614 | ||||||
| Accounts receivable, net | 201,404 | 210,346 | ||||||
| Inventory | 947 | 947 | ||||||
| Advance to shareholder | 181,729 | 348,037 | ||||||
| Total current assets | 465,033 | 659,344 | ||||||
| Property and equipment, at cost | 9,170,379 | 9,170,379 | ||||||
| Less: accumulated depreciation | (3,991,504 | ) | (3,894,475 | ) | ||||
| Property and equipment, net | 5,178,875 | 5,275,904 | ||||||
| Intangibles, net | 463,415 | 481,707 | ||||||
| Deposits | 27,302 | 27,302 | ||||||
| Total other assets | 490,717 | 509,009 | ||||||
| Total Assets | $ | 6,134,625 | $ | 6,444,257 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-1 |
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
| March 31, 2016 | December 31, 2015 | |||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIT | ||||||||
| Current Liabilities: | ||||||||
| Current maturities of long-term debt, primarily stockholders, net of deferred loan fees | $ | 8,271,288 | $ | 8,201,992 | ||||
| Accounts payable | 2,759,266 | 2,718,209 | ||||||
| Accrued liabilities | 1,732,557 | 1,534,609 | ||||||
| Total current liabilities | 12,763,111 | 12,454,810 | ||||||
| Long-term debt, less current maturities | 33,386 | 60,273 | ||||||
| Total Liabilities | 12,796,497 | 12,515,083 | ||||||
| Commitments and Contingencies (Note 7) | ||||||||
| Stockholders' Deficit: | ||||||||
| Common stock- $.01 par value; authorized 100,000,000 shares; 11,537,276 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 115,373 | 115,373 | ||||||
| Additional paid-in capital | 32,692,723 | 32,692,723 | ||||||
| Accumulated deficit | (39,469,968 | ) | (38,878,922 | ) | ||||
| Total stockholders' deficit | (6,661,872 | ) | (6,070,826 | ) | ||||
| Total Liabilities and Stockholders' Deficit | $ | 6,134,625 | $ | 6,444,257 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-2 |
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, 2016 | March 31, 2015 | |||||||
| Revenue, net of discounts | $ | 344,042 | $ | 2,730,546 | ||||
| Costs and expenses: | ||||||||
| Direct operating costs | 202,003 | 1,636,366 | ||||||
| Indirect operating costs | 118,061 | 487,760 | ||||||
| General and administrative | 221,213 | 38,045 | ||||||
| Depreciation and amortization | 115,322 | 609,675 | ||||||
| Total costs and expenses | 656,599 | 2,771,846 | ||||||
| Operating loss | (312,557 | ) | (41,300 | ) | ||||
| Other (income) expense: | ||||||||
| Interest expense | 278,489 | 334,109 | ||||||
| Gain on extinguishment of debt | — | (2,082,408 | ) | |||||
| Loss before provision for income taxes | (591,046 | ) | 1,706,999 | |||||
| Provision for state income taxes | — | — | ||||||
| Net income (loss) | $ | (591,046 | ) | $ | 1,706,999 | |||
| Net income (loss) per common share - basic: | $ | (0.05 | ) | $ | 0.29 | |||
| Net income (loss) per common share - diluted: | $ | (0.05 | ) | $ | 0.14 | |||
| Weighted Average Common Shares Outstanding: | ||||||||
| Basic | 11,537,276 | 5,457,486 | ||||||
| Diluted | 11,537,276 | 11,374,736 | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-3 |
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended | ||||||||
| March 31, 2016 | March 31, 2015 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net income (loss) | $ | (591,046 | ) | $ | 1,706,999 | |||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 115,322 | 609,675 | ||||||
| Gain on extinguishment of debt | — | (2,082,408 | ) | |||||
| Amortization of capitalized loan fees | 53,164 | 64,938 | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Decrease (increase) in operating assets: | ||||||||
| Accounts receivable | 8,942 | 260,697 | ||||||
| Other receivable | — | 51,103 | ||||||
| Deposits | — | 5,000 | ||||||
| Increase (decrease) in operating liabilities: | ||||||||
| Accounts payable | 41,057 | (764,216 | ) | |||||
| Accrued liabilities | 197,948 | 314,770 | ||||||
| Net cash provided by (used in) operating activities | (174,613 | ) | 166,558 | |||||
| Cash Flows From Investing Activities: | ||||||||
| Repayment of advance to shareholder | 166,308 | — | ||||||
| Net cash provided by investing activities | 166,308 | — | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Payments on debt | (10,756 | ) | (13,874 | ) | ||||
| Net cash used in financing activities | (10,756 | ) | (13,874 | ) | ||||
| Net increase (decrease) in cash | (19,061 | ) | 152,684 | |||||
| Cash at beginning of the period | 22,400 | 114,698 | ||||||
| Cash at end of the period | $ | 3,339 | $ | 267,382 | ||||
| Supplemental Cash Flow Disclosures | ||||||||
| Interest paid | $ | 5,224 | $ | 269,171 | ||||
| Taxes paid | $ | — | $ | — | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| F-4 |
FRONTIER OILFIELD SERVICES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2016
(Unaudited)
| 1. | BASIS OF PRESENTATION |
The consolidated financial statements included herein have been prepared by Frontier Oilfield Services, Inc. (“the Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been omitted. However, in the opinion of management, all adjustments (which include only normal recurring adjustments, unless otherwise indicated) necessary to present fairly the financial position and results of operations for the periods presented have been made. The results for interim periods are not necessarily indicative of trends or of results to be expected for the full year. These financial statements should be read in conjunction with the financial statements of the Company for the year ended December 31, 2015 (including the notes thereto) set forth in Form 10-K.
| 2. | BUSINESS ACTIVITIES |
Frontier Oilfield Services, Inc. a Texas corporation (and collectively with its subsidiaries, “we”, “our”, “Frontier”, “FOSI”, or the “Company”), was organized on March 24, 1995. The accompanying consolidated financial statements include the accounts of the Company and Frontier Acquisition I, Inc., and its subsidiary Chico Coffman Tank Trucks, Inc. (CTT) and its subsidiary Coffman Disposal, LLC, and Frontier Income and Growth, LLC (FIG) and its subsidiaries Trinity Disposal & Trucking, LLC and Trinity Disposal Wells, LLC.
Frontier operates its business in the oilfield service industry and is primarily involved in the disposal of saltwater and other oilfield fluids in Texas. The Company currently owns and operates nine disposal wells in Texas, six within the Barnett Shale in North Texas and three in east Texas near the Louisiana state line. The Company’s customers include national, integrated, and independent oil and gas exploration companies.
| 3. | GOING CONCERN |
The Company’s financial statements are prepared using U.S. generally accepted accounting principles (“U.S. GAAP”) applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As of the date of the financial statements, the Company has generated losses from operations, has an accumulated deficit and working capital deficiency. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. As a result, our auditors issued an audit opinion with respect to our 2015 and 2014 annual financial statements which included a statement describing our going concern status.
In order to continue as a going concern and achieve a profitable level of operations, the Company will need, among other things, to increase its business volume and grow revenues, reduce its operating expenses, raise additional capital resources and develop new and stable sources of revenue sufficient to meet its operating expenses.
The Company’s ability to continue as a going concern will be dependent upon management’s ability to successfully implement management’s plans to pursue additional business volumes from new and existing customers, reduce indebtedness through sales of non-performing assets and conversions of debt to equity, and rationalize the Company’s cost structure to achieve profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company’s continued existence will ultimately be dependent on its ability to generate sufficient cash flows to support its operations as well as provide sufficient resources to retire existing liabilities on a timely basis. The Company faces significant risk in implementing its business plan and there can be no assurance that financing for its operations and business plan will be available or, if available, such financing will be on satisfactory terms.
| F-5 |
| 4. | SUMMARY OF SELECTED ACCOUNTING POLICIES |
Recently Adopted Accounting Standards
In April 2015, FASB issued an accounting pronouncement ASU 2015-3 related to the presentation of debt issuance costs (FASB ASC Subtopic 835-30). This standard will require debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. These costs will continue to be amortized to interest expense using the effective interest method. This pronouncement is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015, and retrospective adoption is required. We have adopted this pronouncement for our fiscal year beginning January 1, 2016. We do not expect this pronouncement to have a material effect on our consolidated financial statements.
New Accounting Pronouncements
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides guidance on a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The effective date for this ASU, which was deferred by ASU 2015-14 issued in August 2015, is for fiscal years beginning after December 15, 2017. In March 2016, the FASB also issued ASU 2016-08, an amendment to the guidance in ASU 2014-09 which revises the structure of the indicators to provide indicators of when the entity is the principal or agent in a revenue transaction, and eliminated two of the indicators (“the entity’s consideration is in the form of a commission” and “the entity is not exposed to credit risk”) in making that determination. This amendment also clarifies that each indicator may be more or less relevant to the assessment depending on the terms and conditions of the contract. In April 2016, the FASB also issued ASU 2016-10, which clarifies the implementation guidance on identifying promised goods or services and on determining whether an entity’s promise to grant a license with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments, collectively, should be applied retrospectively to each prior reporting period presented or as a cumulative effect adjustment as of the date of adoption. Early adoption of the guidance is not permitted. The Company is currently evaluating the impact of adopting ASU 2014-09 and the related updates to it on its financial position, results of operations and disclosures.
In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which provides guidance for the recognition, measurement, presentation, and disclosure of financial assets and liabilities. The guidance will be effective for the fiscal year beginning after December 15, 2017, including interim periods within that year. The Company is in the process of evaluating the impacts of the adoption of this ASU.
In February 2016, the FASB issued ASU 2016-02, Leases, which will, among other impacts, change the criteria under which leases are identified and accounted for as on- or off-balance sheet. The guidance will be effective for the fiscal year beginning after December 15, 2018, including interim periods within that year. Once effective, the new guidance must be applied for all periods presented. The Company is in the process of evaluating the impacts of the adoption of this ASU.
In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which is intended to simplify several aspects of the accounting for share-based payment award transactions. The guidance will be effective for the fiscal year beginning after December 15, 2016, including interim periods within that year. The Company is in the process of evaluating the impacts of the adoption of this ASU.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation.
Fair Value of Financial Instruments
In accordance with the reporting requirements of ASC Topic 825, Financial Instruments, the Company calculates the fair value of its assets and liabilities which qualify as financial instruments under this standard and includes this additional information in the notes to the financial statements when the fair value is different than the carrying value of those financial instruments. The Company does not have any assets or liabilities measured at fair value on a recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at the balance sheet dates, nor gains or losses reported in the statements of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held during the three months ended March 31, 2016 and 2015, except as disclosed.
Earnings (Loss) Per Share (EPS)
Basic earnings per common share are calculated by dividing net income or loss by the weighted average number of shares outstanding during the period. Diluted earnings per common share are calculated by adjusting outstanding shares, assuming conversion of all potentially dilutive stock options and warrants. The computation of diluted EPS does not assume conversion, exercise, or contingent issuance of shares that would have an anti-dilutive effect on earnings per common share. Anti-dilution results from an increase in earnings per share or reduction in loss per share from the inclusion of potentially dilutive shares in EPS calculations. Currently there are no stock options in 2016, which have been excluded from EPS that could potentially have a dilutive effect on EPS in the future. The table below sets forth the reconciliation for net income (loss) and weighted average shares used for calculating basic and diluted earnings per share.
| F-6 |
| Three Months Ended March 31, | ||||||||
| 2016 | 2015 | |||||||
| Earnings (numerator) | ||||||||
| Net income (loss) | $ | (591,046 | ) | $ | 1,706,999 | |||
| Preferred stock dividends | — | (110,654 | ) | |||||
| Net income (loss) available to common shareholders | $ | (591,046 | ) | $ | 1,596,345 | |||
| Shares (denominator) | ||||||||
| Weighted average common shares outstanding (basic) | 11,537,276 | 5,457,486 | ||||||
| Effect of employee stock options | — | 21,000 | ||||||
| Effect of preferred stock issuance | — | 5,896,250 | ||||||
| Weighted average number of common shares outstanding - assuming dilution | 11,537,276 | 11,374,736 | ||||||
| Earnings (loss) per share from continuing operations | ||||||||
| Basic | $ | (0.05 | ) | $ | 0.29 | |||
| Diluted | $ | (0.05 | ) | $ | 0.14 | |||
| 5. | STOCK BASED COMPENSATION |
The Board of Directors of the Company elected to suspend all stock based compensation in 2015 as part of the Company’s cost cutting and restructuring measures.
In April 2016, the Board of Directors of the Company approved issuance of 18,000 shares of common stock to each of the three members of the Board of Directors.
| 6. | BORROWINGS |
Borrowings as of March 31, 2016 and December 31, 2015 were as follows:
| March 31, | December 31, | |||||||
| 2016 | 2015 | |||||||
| Revolving credit facility and term loan (a) | $ | 1,339,462 | $ | 1,339,462 | ||||
| Term note (b) | 4,330,820 | 4,330,820 | ||||||
| Loans from stockholders (c) (d) | 2,873,536 | 2,873,536 | ||||||
| Installment notes (e) | 90,897 | 101,652 | ||||||
| Deferred loan fees (f) | (330,041 | ) | (383,205 | ) | ||||
| Total debt | 8,304,674 | 8,262,265 | ||||||
| Less current portion | (8,271,288 | ) | (8,201,992 | ) | ||||
| Total long-term debt | $ | 33,386 | $ | 60,273 | ||||
| a. | The Revolving Credit Facility and Term Loan (Senior Loan Facility) has a maturity date of July 23, 2017 and a default interest rate which is the base rate plus the applicable margin plus 2% (6.75% and 7.75%, respectively as of March 31, 2016). The term loan portion of the Senior Loan Facility requires monthly payments of $100,000 plus interest. The Senior Loan Facility also provides for the payment of an unused commitment fee of .375% per annum. The loans are secured by all of the Company’s properties and assets except for its disposal wells wherein the Senior Loan Facility has a subordinated secured position. On April 11, 2014 an accredited investor, who is also a significant stockholder in the Company, purchased the Senior Loan Facility and related collateral from Capital One Bank N.A. and assumed all the existing terms and conditions of the Credit Agreement and Forbearance Agreements. As of March 31, 2016, the Company was not in compliance with its debt covenants under the Senior Loan Facility and the lender had not exercised its rights under the Senior Loan Facility. The outstanding balance of the Senior Loan Facility is included in current liabilities at March 31, 2016 due to the fact that the Company was not in compliance with its debt covenants, including the timely payment of interest and principal. |
| F-7 |
| b. | The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement on July 23, 2012 with ICON in the amount of $5 million (the “Loan Agreement”). On December 27, 2014 an affiliate of an accredited investor who is also a stockholder purchased the note payable under the Loan Agreement. The accredited investor assumed the terms and conditions of the Loan Agreement. The Loan Agreement provides for an annual interest rate of 14% with monthly payments of interest and with repayment of the principal and all accrued but unpaid interest due on February 1, 2018. The Loan Agreement provides the lender with a senior secured position on the Company’s disposal wells and a subordinated position to the Senior Loan Facility on all other Company properties and assets. As of March 31, 2016, the Company was not in compliance with its debt covenants under the Loan Agreement and the lender had not exercised its rights under the Loan Agreement. The outstanding balance of the note pursuant to the Loan Agreement is included in current liabilities at March 31, 2016 due to the fact that the Company was not in compliance with its debt covenants, including the timely payment of interest. |
| c. | On May 27, 2014 an accredited investor, who is also a stockholder in the Company, entered into a loan agreement with the Company for the amount of $2,783,484. As of March 31, 2016 and December 31, 2015 the principal balance of the note was $2,786,536 and $2,786,536, respectively. The note bears interest at 9% per annum. The terms of the note require the cash payment of one half of the interest cost monthly (4.5% per annum), and the remaining half is accrued as payment in kind interest. The note and all accrued interest were due and payable in November 27, 2015. The principal and interest on the note payable is past due according to its terms. |
| d. | On March 21, 2014 the CEO of the Company, who is also a stockholder in the Company entered into a promissory note agreement whereby the CEO loaned the Company $87,000. The promissory note has an interest rate of 7% per annum. The note was to have been repaid in installments throughout the year ended December 31, 2014 with a portion of the repayment conditioned upon the sale of certain of the Company’s disposal wells. The principal and interest on the note payable to the CEO is past due according to its terms. |
| e. | The Company has an installment loan with a principal balance of approximately $90,897 which was used to acquire property and equipment for use in the Company’s operations. The loan matures in September 2017 and has an interest rate of 5.69% and monthly minimum payments of $5,377. |
| f. | Unamortized debt issuance costs are amortized as interest expense over the terms of the related notes payable using the effective interest method and are classified as a discount to the related recorded debt balance. Total interest expense on debt discount for the three months ended March 31, 2016 and 2015 was $53,164 and $64,938, respectively. |
| 7. | COMMITMENTS AND CONTINGENCIES |
| a. | The Company is obligated for approximately $1.3 million under long-term leases for the use of land where seven of its disposal wells are located. Three of the leases are for extended periods of time. The first lease expires on February 7, 2023 (with two options to renew for an additional 10 years each).The second lease expires on December 1, 2034 with no option to renew and the third lease expires on May 31, 2018 with one year renewal options. The aggregate monthly lease payment for the disposal well leases is $10,890. |
| b. | The Company was a named defendant along with the previously named officers in certain litigation; Dynamic Technical Solutions Corp. and Ola Investments, LLC, V. Frontier Oilfield Services, Inc., Timothy Burroughs and Bernard R. “Dick” O’Donnell; CAUSE NO. CV14-04-234 in the 271st Judicial District Wise County, Texas wherein the Plaintiffs alleged they had been damaged by the failure of the Company to complete a disposal well in a joint venture between the parties. On February 29, 2016 the litigation was tentatively settled by mutual agreement of the parties. Under the terms of the proposed settlement, the plaintiffs agree to return to the Company all of their shares of restricted and unregistered stock of the Company issued to them in 2013. The Company agreed to issue 317,000 shares of restricted and unregistered shares of stock in the Company to the plaintiffs. The Company will have exclusive trading authority over the shares and will have the right of first refusal to purchase the shares upon any planned sale by the plaintiffs. The Company will also have a call option on the shares which will entitle the Company to purchase the shares at $1.25 per share at any time. The settlement agreement was closed on April 23, 2016, which resulted in the termination of the litigation. As of December 31, 2015, the Company has recorded a liability of $206,000 associated with the settlement of this litigation. On April 23, 2016, the Company issued 317,000 shares to and received 53,000 shares returned by the plaintiff. | |
| c. | From time to time, the Company is a party to various legal actions arising in the ordinary course of business. The Company accrues costs and legal costs associated with these matters when they become probable and the amount can be reasonably estimated. The Company’s management does not expect any liability from the disposition of such claims and litigation individually or in the aggregate would have a material adverse impact on the Company’s consolidated financial position, results of operations and cash flows. |
| F-8 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAUTIONARY STATEMENT
Statements in this report which are not purely historical facts, including statements regarding the Company’s anticipations, beliefs, expectations, hopes, intentions or strategies for the future, may be forward-looking statements within the meaning of Section 21E of the Securities Act of 1934, as amended. All forward-looking statements in this report are based upon information available to us on the date of the report. Any forward-looking statements involve risks and uncertainties that could cause actual results or events to differ materially from events or results described in the forward-looking statements. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from the Company’s expectations (“Cautionary Statements”), are disclosed in the Company’s annual report on Form 10-K, including, without limitation, in conjunction with the forward-looking statements under the caption “Risk Factors.” In addition, important factors that could cause actual results to differ materially from those in the forward-looking statements included herein include, but are not limited to, limited working capital, limited access to capital, changes from anticipated levels of sales and revenues changes in the oil and gas markets especially in the oil field services markets and fluids disposal business, future national or regional economic and competitive conditions, changes in relationships with customers, difficulties in developing new business in the disposal business, difficulties integrating any new businesses or products acquired, replacing the lost customer revenue, regulatory change, the ability of the Company to meet its stated business goals, the Company’s restructuring initiatives, the Company’s ability to sustain profitability, the Company’s ability to service its debt, its ability to comply with covenants contained in its financing arrangements, the current defaults existing under the Company’s senior and subordinated credit arrangements, and general economic and business conditions. Although the Company believes the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements. We do not undertake to update any forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements.
DESCRIPTION OF PROPERTIES
Our principal executive offices are located at 220 Travis St., Shreveport, Louisiana 71101.
We own 7.055 acres at 503 W. Sherman St., Chico, Texas on which we have 3 buildings. These facilities serve as our executive and administrative offices and headquarters for CTT operations including repair & maintenance facilities for its salt water disposal services business. CTT has three operating wells near Chico, Texas. Two of these well locations have small buildings for well monitoring and operations. We also own 7.49 acres in Harrison County, Texas on which three of our disposal wells are located, along with a small office and repair shop for the operation of these wells.
We are obligated under long-term leases for the use of land where seven of our disposal wells are located. Three of the leases are for extended periods of time. The first lease expires on February 7, 2023 (with two options to renew for an additional 10 years each). The second lease expires on December 1, 2034 with a one-year renewal option and the third lease expires on May 31, 2018 with no option to renew. The aggregate monthly lease payments for the disposal well leases are $10,890.
SIGNIFICANT ACCOUNTING POLICIES
A summary of significant accounting policies is included in Note 3 to the audited consolidated financial statements included on Form 10-K for the year ended December 31, 2015 as filed with the United States Securities and Exchange Commission. Management believes that the application of these policies on a consistent basis enables the Company to provide useful and reliable financial information about our operating results and financial condition.
The preparation of financial statements in conformity with US Generally Accepted Accounting Principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.
RESULTS OF OPERATIONS
For the three months ended March 31, 2016 we reported a net loss of $591,046 as compared to a net income of $1,706,999 for the three months ended March 31, 2015. The components of these results are explained below.
| 3 |
Revenue- Total revenue decreased by $2.4 million, or 87% from $2.7 million for the three months ended March 31, 2015 to $344,000 for the three months ended March 31, 2016. The decrease was due to Management’s decision to no longer provide transportation services as a part of the services offered by the Company and to focus on the disposal business.
Expenses- The components of our costs and expenses for the three months ended March 31, 2016 and 2015 are as follows:
| % | ||||||||||||
| Increase | ||||||||||||
| 2016 | 2015 | (Decrease) | ||||||||||
| Costs and expenses: | ||||||||||||
| Direct costs | $ | 202,003 | $ | 1,636,366 | -88 | % | ||||||
| Indirect costs | 118,061 | 487,760 | -76 | % | ||||||||
| General and administrative | 221,213 | 38,046 | 481 | % | ||||||||
| Depreciation and amortization | 115,322 | 609,674 | -81 | % | ||||||||
| Total costs and expenses | $ | 656,599 | $ | 2,771,846 | -76 | % | ||||||
The decrease in the volumes of saltwater and other fluids transported and disposed of necessitated a decrease in operating expenses for the year ended December 31, 2015. The decrease in direct costs is primarily attributable to Management’s decision to no longer provide transportation services as a part of the services offered by the Company and to focus on the disposal business. This resulted in the reduction of the number of employees and the related salaries, wages and benefits as well as the elimination of costs for fuel, repairs and maintenance for the truck fleet and the cost of the use of third party disposal wells.
The decrease in indirect costs for the year ended December 31, 2015 is the result of an overall reduction of administrative salaries and benefits, insurance costs and utilities resulting from management’s decision to no longer providing transportation services to customers.
The increase in general and administrative costs was mainly related to a reduction in property tax accrual in 2015.
Other (Income) Expenses- Other income for the three months ended March 31, 2016 was approximately $278,000 of interest expense, Other income of $1.7 million for the three months ended March 31, 2015 included interest expense of $334,000 and a gain on extinguishment of debt of $2.1 million.
Operating results for the three months ended March 31, 2016 reflect a net loss of $591,046. We have not recorded any federal income taxes for the three months ended March 31, 2016 and 2015 because of our accumulated losses and our substantial net operating loss carry forwards.
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows and Liquidity
As of March 31, 2016 we had total current assets of approximately $465,000. Our total current liabilities as of March 31, 2016 were $12.8 million, including $8.3 million of debt classified as current liabilities. We had a working capital deficit of $12.3 million as of March 31, 2016 compared to a working capital deficit of $12 million as of December 31, 2015.
Management is focused on working closely with our current lenders to fund operations through current cash flows, and pay interest costs when excess cash becomes available. Management plans to work with our current lenders and debt holders to lower our cost of borrowing by renegotiating the terms of our existing debt and potentially offering debt holders an opportunity to exchange their debt for equity in the Company. Management will seek additional financing in those instances in which we believe such additional financings will assist in accomplishing our goals. There can be no assurance that management’s plan will succeed.
Our ability to obtain access to additional capital through third parties or other debt or equity financing arrangements is strictly contingent upon our ability to locate adequate financing or equity investments on commercially reasonable terms. There can be no assurance that we will be able to obtain such financing on acceptable terms.
The following table summarizes our sources and uses of cash for the years ended March 31, 2016 and 2015:
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The following table summarizes our sources and uses of cash for the three months ended March 31, 2016 and 2015:
| For the Three Months Ended | ||||||||
| March 31, 2016 | March 31, 2015 | |||||||
| Net cash provided by (used in) operating activities | $ | (174,613 | ) | $ | 166,558 | |||
| Net cash provided by (used in) investing activities | 166,308 | — | ||||||
| Net cash provided by (used in) financing activities | (10,756 | ) | (13,874 | ) | ||||
| Net increase (decrease) in cash | $ | (19,061 | ) | $ | 152,684 | |||
As of March 31, 2016, we had approximately $3,300 in cash, a decrease of approximately $19,000 from December 31, 2015 due to positive cash flow from investing activities.
Net cash used in operating activities was approximately $175,000 for the three months ended March 31, 2016 due to operating loss. Net cash provided by operating activities was approximately $167,000 for the three months ended March 31, 2015, due to improved profitability and positive cash flow from operating activities.
Net cash provided by investing activities was $166,000 for the three months ended March 31, 2016 due to repayment of an advance from an entity owned by one of the principal shareholders of the Company. The cash advance is held in an investment account of the entity and is due on demand to the Company at any time.
Net cash used in financing activities was approximately $11,000 for the three months ended March 31, 2016 which consisted of debt repayments. Net cash used in financing activities was approximately $14,000 for the three months ended March 31, 2015 which consisted of debt repayments.
Capital Expenditures
The Company suspended capital expenditures during the three months ended March 31, 2016 due to the lower volumes disposed. The Company does not currently anticipate any major capital expenditures for the remainder of 2016. The Company made the decision to no longer provide transportation services to our customers which led to significant disposal activities on our transportation equipment in 2015.
Indebtedness
On April 11, 2014 an accredited investor, who is also a stockholder in the Company purchased the Capital One Note from Capital One and assumed all the existing terms and conditions of the Senior Loan Facility including Capital One’s security interest in the Company’s assets.
The Company and its subsidiaries entered into a Term Loan, Guaranty and Security Agreement (the “Loan Agreement”) on July 23, 2012 with ICON for the amount of $5 million. The Loan Agreement has a senior secured position in the Company’s disposal wells and a subordinated position to the Senior Loan Facility on all other Company properties and assets. The covenants in the Loan Agreement are, in all material respects, the same as in the Senior Loan Facility. On December 27, 2014 an affiliate of an accredited investor who is also a stockholder purchased the note payable associated with the Loan Agreement. The accredited investor assumed the terms and conditions of the Loan Agreement. As of March 31, 2016, the Company was not in compliance with its debt covenants under the Loan Agreement and the lender had not exercised their rights under the Loan Agreement. The outstanding balance of the Loan Agreement note is included in current liabilities at March 31, 2016 due to the fact that the Company was not in compliance with its debt covenants.
On February 12, 2015, the Company executed a settlement agreement in litigation which had been asserted against certain officers of the Company and for which the Company was obligated to indemnify such officers. The effect of the settlement agreement was the cancellation of two subordinated promissory notes totaling $3,665,263. The settlement resulted in the reduction of the Company’s indebtedness by $2,082,408. These promissory notes were owed to the former owners of CTT and related to the acquisition of CTT. The settlement resulted in a one-time gain on extinguishment of debt of $2,082,408 in the three months ended March 31, 2015.
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Outlook
Management may seek to acquire other profitable oilfield service companies to broaden the Company’s customer base and capabilities. Management believes that certain acquisitions could be potentially achieved through the issuance of the company’s equity securities or through other financings. Management may need to incur additional financing in those instances in which we believe such additional financings will assist in accomplishing our goals. There can be no assurance that management’s plan will succeed.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Our management evaluated, with the participation of our Chief Executive Officer (CEO) and Chief Accounting Officer (CAO), the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the quarter covered by this quarterly report on Form 10-Q. In making this assessment, the Company used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on that evaluation, the Company’s management, including the CEO, concluded that the Company’s internal controls over financial reporting were not effective in that there was a material weakness as of March 31, 2016.
A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by the Company’s internal controls.
The Company’s management has identified a material weakness in the effectiveness of internal control over financial reporting related to a shortage of resources in the accounting department required to assure appropriate segregation of duties with employees having appropriate accounting qualifications related to the Company’s unique industry accounting and disclosure rules. Management has outsourced certain financial functions to mitigate the material weakness in internal control over financial reporting. The Company is reviewing its finance and accounting staffing requirements.
Internal Control Over Financial Reporting
There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. As a result, no corrective actions were required or undertaken.
Limitations on the Effectiveness of Controls
Our management, including the CEO, does not expect that its disclosure controls or its internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II. OTHER INFORMATION
We were a named defendant, along with the previous named officers, in certain litigation styled Dynamic Technical Solutions Corp. and Ola Investments, LLC, V. Frontier Oilfield Services, Inc., Timothy Burroughs and Bernard R. “Dick” O’Donnell; CAUSE NO. CV14-04-234 in the 271st Judicial District Wise County, Texas. The plaintiffs in this matter allege they have been damaged by our failure to complete a disposal well in a joint venture between the parties. On February 29, 2016 the litigation was tentatively settled by mutual agreement of the parties. Under the terms of the proposed settlement, the plaintiffs will agree to return to the Company all of their shares of restricted and unregistered stock of the Company issued to them in 2013. The Company agreed to issue 317,000 shares of restricted and unregistered shares of stock in the Company to the plaintiffs. The Company will have exclusive trading authority over the shares and will have the right of first refusal to purchase the shares upon any planned sale by the plaintiffs. The Company will also have a call option on the shares which will entitle the Company to purchase the shares at $1.25 per share at any time. The settlement agreement was closed on April 23, 2016, which resulted in the termination of the litigation. As of December 31, 2015, the Company has recorded a liability of $206,000 associated with the settlement of this litigation. On April 23, 2016, the Company issued 317,000 shares to and received 53,000 shares returned by the plaintiff.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Item 3. DEFAULTS UPON SENIOR SECURITIES
The outstanding principal balance of the Senior Loan Facility, the Loan Agreement and the two stockholder loans are included in current liabilities at March 31, 2016 due to the fact that the Company was not in compliance with the debt covenants or payment terms on the indebtedness, including the timely payment of interest and principal in accordance with all of these loan agreements. To date, none of the holders of the Senior Loan Facility, the Loan Agreement or the two stockholder loans have declared that the Company is in default or have otherwise sought remedies under the respective terms of these loan agreements.
The Board of Directors and management of the Company are currently evaluating transactions that may provide the Company with an opportunity to improve its current financial condition including; (i) refinancing of all or a portion of our existing debt, (ii) the acquisition of profitable oilfield service companies that could increase the scale of our operations and improve cash flows and (iii) raising additional equity to pay down debt. There can be no assurance the Company will be successful in finding and closing any of the above options.
| (a) | EXHIBITS: |
| 31.1 | Certification of Chief Executive Officer and Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1 | Certification of Chief Executive Officer/Chief Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101 | 101.INS XBRL Instance Document | |
| 101.SCH XBRL Taxonomy Schema | ||
| 101.CAL XBRL Taxonomy Calculation Linkbase | ||
| 101.LAB XBRL Taxonomy Label Linkbase | ||
| 101.PRE XBRL Taxonomy Presentation Linkbase | ||
| 101.DEF XBRL Taxonomy Definition Linkbase |
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In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 16th of May, 2016.
| Frontier Oilfield Services | ||
| By: | /s/ Donald Ray Lawhorne | |
| Donald Ray Lawhorne, Chief Executive Officer and Chief Accounting Officer |
||
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