UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

T		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended June 30, 2013
		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 No. 333-184443

 

COIL TUBING TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	76-0625217
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
19511 Wied Road, Suite E, Spring, Texas	77388
(Address of principal executive offices)	(Zip code)

 

(281) 651-0200

Registrant's telephone number, including area code

 

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 shortened 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 x    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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x    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	¨		Smaller reporting company	x

 

The number of shares outstanding of the registrant's $0.001 par value common stock on August 12, 2013 is 15,651,827 shares. 

 

 

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

 

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

As of June 30, 2013 and December 31, 2012

($ in thousands except share data)

 

		June 30,				December 31,
		2013				2012
		(unaudited)
Assets
Current Assets:
Cash		$	1,353			$	1,153
Accounts receivable, net			1,802				1,827
Other current assets			73				57
Total Current Assets			3,228				3,037
Rental tools, net			3,488				3,687
Property and equipment, net			627				534
Intangible assets, net			993				1,033
Total Assets		$	8,336			$	8,291
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable		$	465			$	407
Accrued liabilities			75				73
Related party note payable - current			156				156
Notes payable - current			68				47
Total Current Liabilities			764				683
Long Term Liabilities:
Related party note payable, net of current portion			168				246
Notes payable, net of current portion			211				158
Total Liabilities			1,143				1,087
Commitments and contingencies
Stockholders' Equity:
Preferred Stock, $.001 par value, 5,000,000 shares authorized
Series A Preferred Stock, $.001 par value, 1,000,000 shares authorized; 0 shares issued and outstanding			–				–
Series B Convertible Preferred Stock, $.001 par value, 1,000,000 shares authorized; 1,000,000 shares issued and outstanding			1				1
Common Stock, $.001 par value, 200,000,000 shares authorized; 15,651,827 shares issued and outstanding at June 30, 2013 and December 31, 2012			16				16
Additional paid-in capital			9,609				9,381
Accumulated deficit			(2,433	)			(2,194	)
Total Stockholders' Equity			7,193				7,204
Total Liabilities and Stockholders' Equity		$	8,336			$	8,291

 

See accompanying notes to consolidated financial statements

 

 

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2013 and 2012

($ in thousands except share data)

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2013				2012				2013				2012
Revenue:
Rental revenue		$	1,411			$	2,029			$	3,192			$	4,244
Product revenue			9				52				53				102
Total revenue			1,420				2,081				3,245				4,346
Cost of revenue:
Compensation and benefits			211				223				445				477
Material, supplies and support service			221				330				511				630
Facilities and support expenses			72				129				134				227
Depreciation of rental tools			273				246				541				470
Total cost of revenue			777				928				1,631				1,804
Gross profit			643				1,153				1,614				2,542
Operating Expenses:
Compensation and benefits			211				133				480				269
Selling and marketing			377				515				851				1,034
General and administrative			152				163				380				412
Depreciation and amortization			70				60				136				118
Total operating expenses			810				871				1,847				1,833
Income (loss) from operations			(167	)			282				(233	)			709
Other income (expense):
Loss on sale of fixed assets			(2	)			–				(3	)			–
Other income			–				–				5				–
Interest expense			(4	)			(5	)			(8	)			(9	)
Total other income (expense)			(6	)			(5	)			(6	)			(9	)
Net income (loss)		$	(173	)		$	277			$	(239	)		$	700
Net income (loss) per share :
Basic earnings (loss)		$	(0.01	)		$	0.02			$	(0.02	)		$	0.04
Diluted earnings (loss)		$	(0.01	)		$	0.02			$	(0.02	)		$	0.04
Weighted average common shares outstanding:
Basic			15,651,827				16,411,333				15,651,827				16,409,314
Diluted			15,651,827				18,732,517				15,651,827				18,730,498

 

 

See accompanying notes to consolidated financial statements

 

 

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2013 and 2012

($ per thousands)

(Unaudited)

 

		Six Months Ended June 30,
		2013				2012
Cash Flows From Operating Activities:
Net income (loss)		$	(239	)		$	700
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Stock-based compensation			228				–
Depreciation and amortization			677				588
Loss on sale of rental tools and equipment			3				–
Bad debt expense			–				31
Changes in:
Accounts receivable			(110	)			(413	)
Other current assets			(16	)			(22	)
Accounts payable			58				(344	)
Accrued liabilities			2				184
Net cash provided by operating activities			603				724
Cash Flows From Investing Activities:
Purchase of rental tools			(319	)			(833	)
Proceeds from sale of lost tools			113				118
Purchase of machinery and equipment			(193	)			(116	)
Net cash used in investing activities			(399	)			(831	)
Cash Flows From Financing Activities:
Proceeds from notes payable, net			74				(56	)
Payments on related party notes payable			(78	)			(78	)
Proceeds from sale of common stock and warrants			–				653
Net cash provided by (used in) financing activities			(4	)			519
Net increase in cash			200				412
Cash at beginning of period			1,153				226
Cash at end of period		$	1,353			$	638
Supplemental disclosure of cash flow information:
Cash paid for:
Interest		$	8			$	9
Income taxes		$	–			$	–

 

 

See accompanying notes to consolidated financial statements

 

 

COIL TUBING TECHNOLOGY, INC. & SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

NOTE 1 - BASIS OF PRESENTATION

 

Nature of the Company

 

Coil Tubing Technology, Inc. (“we” or the “Company”) provides products and services to the oil and gas industry specializing in the design and production of proprietary tools for the coil tubing industry. The Company concentrates on three categories of coil tubing applications: tubing fishing, tubing work over and coil tubing drilling. The Company supplies a full line of tools to oil companies, coiled tubing operators and well servicing companies. The Company focuses on the development, marketing, sales and rental of advanced tools and related technical solutions for use with coil tubing and jointed pipe in the bottom hole assembly for the exploration and production of hydrocarbons.  Historically, our revenues have been generated primarily from the rental of coil tubing products.

 

Basis of Accounting

 

The accompanying unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Coil Tubing Technology Holdings, Inc., a Nevada corporation and its Texas corporate subsidiaries, Total Downhole Solutions, Inc. (“TDS”), formerly Precision Machining Resources, Inc., Coil Tubing Technology, Inc. (“CTT Texas”) and Coil Tubing Technology Canada Inc., an Alberta, Canada corporation (“CTT Canada”). The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC") and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's annual report for the year ended December 31, 2012 filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosures contained in the audited consolidated financial statements for the most recent fiscal year ended December 31, 2012 as reported in Form 10-K have been omitted.

 

Reclassifications

 

Certain amounts in the 2012 financial statements have been reclassified to conform to the 2013 financial statement presentation. These reclassifications have no impact on net income (loss).

 

NOTE 2 – RENTAL TOOLS

 

Rental tools are purchased from contract manufacturers engaged to produce the Company’s patented or licensed products. These tools are rented or leased to a variety of well-servicing companies over the life of the tool. Rental tools are depreciated over their estimated useful life of 5 years and are presented in the accompanying financial statements, net of accumulated depreciation of $3,488,000 and $3,687,000 as of June 30, 2013 and December 31, 2012, respectively. For the six months ended June 30, 2013 and 2012, depreciation expense of $541,000, and $470,000, respectively, was included in the cost of revenue.

 

NOTE 3 – ACCOUNTS RECEIVABLE

 

As of June 30, 2013 and December 31, 2012, accounts receivable consists of the following (in thousands):

 

		June 30, 2013				December 31, 2012
Accounts receivable		$	1,815			$	1,840
Allowance for doubtful accounts			(13	)			(13	)
Accounts receivable, net		$	1,802			$	1,827

 

 

 

NOTE 4 – NOTES PAYABLE

 

As of June 30, 2013 and December 31, 2012, the following notes payable were outstanding (in thousands):

 

		June 30, 2013				December 31, 2012
Notes payable – vehicle loans		$	279			$	205
Related party note payable - Jerry Swinford			324				402
Total debt			603				607
Less current portion – current portion – notes payable			(68	)			(47	)
Less current portion – related party note payable			(156	)			(156	)
Long-term debt		$	379			$	404

 

Vehicle Loans

 

The Company has entered into a number of loans for the purchase of vehicles used in its business. These vehicles are primarily used by sales and delivery personnel. These installment loans are generally two to six-year loans at interest rates varying from 4.99% to 7.84% and are secured by the vehicles.

 

Related Party Notes Payable

 

In November 2010, the Company entered into an Intellectual Property Purchase Agreement (the “IP Agreement”) with Jerry Swinford, the Company’s then Chief Executive Officer and current Executive Vice President. Pursuant to the IP Agreement, the Company agreed to purchase the patents and pending patents owned and held by Mr. Swinford for $25,000 cash and $1,175,000 in the form of two promissory notes payable to Mr. Swinford (the “Swinford Notes”). The first note, in the amount of $475,000 was paid in full in January 2011. The second note in the amount of $700,000 is due September 15, 2015, and is payable in equal monthly installments of $12,963. The notes are non-interest bearing.  The Company also agreed to grant Mr. Swinford a security interest in all of the Company’s assets in connection with and to secure the repayment of the Swinford Notes and Coil Tubing Technology Holding, Inc., the Company’s wholly-owned subsidiary (“Holdings”) also agreed, pursuant to a Guaranty Agreement, to guaranty the repayment of the Swinford Notes.

 

In connection with the IP Agreement, Mr. Swinford agreed to cancel 1,000,000 shares of the Company’s Series A Preferred Stock. As a result of this cancellation, there was a change of control whereby Herbert C. Pohlmann obtained voting control over the Company. Mr. Swinford has a first priority security interest over the patents until such time as the promissory notes are satisfied in full.

 

NOTE 5 - STOCK OPTIONS

 

There were no options granted during the six months ended June 30, 2013.

 

The Company recognized total option expense of $228,000 for the six months ended June 30, 2013.  The remaining amount of unamortized options expense at June 30, 2013 was $556,000. The intrinsic value of outstanding as well as exercisable options at June 30, 2013 was $1,440,000.

 

NOTE 6 – MAJOR CUSTOMERS

 

The Company had gross sales of $3,245,000 and $4,346,000 for the six months ended June 30, 2013 and 2012, respectively. The Company had two customers representing approximately 21% and 13% of gross sales and 48% and 14% of total accounts receivable for the six months ended and as of June 30, 2013, respectively. The Company had two customers that each represented approximately 16% of gross sales and 25% and 19% of total accounts receivable for the six months ended and as of June 30, 2012.

 

 

NOTE 7 – CONTINGENCIES

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations other than the proceeding described below. We may become involved in other material legal proceedings in the future.

 

On July 25, 2013, Eric Cohen (a shareholder of the Company) filed a lawsuit against the Company, Jerry Swinford (the Executive Vice President and director of the Company), Jason Swinford (the Chief Executive Officer and director of the Company) and Herbert C. Pohlmann (the Company’s majority shareholder and former director)(collectively, the “Defendants”) in the 61^st Judicial District Court for Harris County, Texas (Cause No. 2013-43593). The suit seeks monetary damages in excess of $1 million in connection with compensatory damages alleged suffered by Mr. Cohen or seeks a buyout of Mr. Cohen’s interest in the Company. The suit also seeks legal fees and pre-and-post judgment interest. The suit alleges “minority shareholder oppression” in connection with the actions of Defendants, i.e., that Defendants have engaged in burdensome, harsh or wrongful conduct which has diluted Mr. Cohen’s shares; granted more power to Defendant’s (for little or no consideration); and granted rights to insiders for less than reasonably equivalent value. The Company disputes Mr. Cohen’s claims and intends to vigorously defend such claims.

 

NOTE 8 – SUBSEQUENT EVENTS

 

On July 30, 2013, the Company entered into a fifth amendment to the employment agreement originally entered into between the Company and Jason Swinford, pursuant to which Mr. Swinford currently serves as the Chief Executive Officer of the Company (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the employment agreement was modified to include a transaction bonus payable to Mr. Swinford in the event (1) a Change of Control (as defined in the employment agreement) of the Company, its wholly-owned subsidiary, Coil Tubing Technology Holdings, Inc., a Nevada corporation (“Holdings”) and/or CTT Texas occurs; or (2) the sale by the Company of a substantial amount of the assets of the Company (or the Company’s subsidiaries), each in one or more related transactions (each a “Bonus Transaction”); occurs while Mr. Swinford is employed under the terms of the employment agreement or within six (6) months of the termination of such employment agreement (a) by the Company for any reason other than Cause (as defined in the employment agreement), or (b) by Mr. Swinford for Good Reason (as defined in the employment agreement).

 

The bonus payable in connection with the Bonus Transaction is payable based on the following schedule:

 

(1) If the total consideration received by the Company and the Company’s shareholders in such Bonus Transaction, including the assumption of any liabilities of the Company in such transaction and the value of any securities received by the Company or its shareholders in connection with such Bonus Transaction (collectively the “Bonus Transaction Consideration”), exceeds $20 million, but is less than $25,000,000.01, Mr. Swinford is to receive a bonus of 2% of the total Bonus Transaction Consideration;

 

(2) If the Bonus Transaction Consideration is between $25,000,000.01 and $35,000,000.01, Mr. Swinford is to receive a Transaction Bonus of 3% of the total Bonus Transaction Consideration; and

 

(3) If the Bonus Transaction Consideration is above $35,000,000.01, Mr. Swinford is to receive a Transaction Bonus of 3.5% of the total Bonus Transaction Consideration.

 

The Fifth Amendment also extended the term of the employment agreement for an additional year such that the employment agreement now expires on November 1, 2014, subject to automatic renewals for successive one (1) year increments unless either party is given written notice of their intent to not renew not less than 60 days prior to such automatic renewal date(s).

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

This Quarterly Report on Form 10-Q (this “Form 10-Q”) is prepared by Coil Tubing Technology, Inc. Unless otherwise indicated or the context otherwise requires, in this Form 10-Q all references to “Coil Tubing Technology, Inc.” the “Company,” “we,” “our” and “us” refer to Coil Tubing Technology, Inc. and its subsidiaries on a consolidated basis.

 

The following discussion and analysis of our results of operations and financial condition should be read in conjunction with our audited consolidated financial statements as of December 31, 2012 and 2011, and for the years then ended, included in our Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Securities and Exchange Commission on March 22, 2013 (the “Form 10-K”) and with the unaudited condensed consolidated financial statements and related notes thereto presented in this Form 10-Q.

 

Disclosure Regarding Forward-Looking Statements

 

Our disclosure and analysis in this Form 10-Q may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Private Securities Litigation Reform Act of 1995, that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. All statements other than statements of historical facts included in this Form 10-Q that address activities, events or developments that we expect, believe or anticipate will or may occur in the future are forward-looking statements.

 

These forward-looking statements are largely based on our expectations and beliefs concerning future events, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control.

 

Although we believe our estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Form 10-Q are not guarantees of future performance, and we cannot assure any reader that those statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to the factors listed under “Item 1A. Risk Factors” in our Form 10-K and this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, or MD&A. All forward-looking statements speak only as of the date of this Form 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

 

Our Markets and Business Strategy

 

Our primary markets for our coil tubing products are oil and gas companies engaged in horizontal drilling activities located in the United States and Canada. We rent our products to these oil and gas companies either directly or indirectly through oil service companies. Our revenues are generated by drilling and well services activities which are subject to drilling company budgets and the competitive bundling for our services by oil service companies. During the first six months of 2013, oil and gas service companies, which are our clients, have reduced their drilling and work-over operations and initiated vendor bundling of services at discounts which have had an overall negative impact on our revenues. Our revenues for the six months ended June 30, 2013 were approximately $3,245,000 compared to $4,346,000 during the six months ended June 30, 2012, a decrease of $1,101,000. We expect our revenues to continue to follow the trends in drilling activities for the second half of 2013.

 

Based on the current trends in drilling activities we intend to implement the following strategies:

 

	—	Entering into partnerships with our distribution customers to provide a sales mix to meet their overall coil tubing needs;
	—	Accelerating our research and development of new proprietary coil tubing products for the oil and gas industry; and
	—	Refocusing our sales targets to include other large integrated oil companies with operations in Mexico and Canada.

 

 

We believe increasing the availability of our proprietary product lines to our customers is critical to our profitability. Therefore, we will focus on initiatives to drive quarter over quarter sales growth for our existing products emphasizing:

 

	—	Expanding our product inventories in the field to reduce delivery time and enhance our presence at the customers’ sites;
	—	Focusing on the service aspect of our products to meet our customers current and long-term demands; and
	—	Presenting new product lines through the bundling process offered to our customers.

 

During the 1^st quarter of 2013 we became a fully-reporting public company. Our common stock is quoted on the OTCQB market under the symbol “CTGB”. We intend to seek funding through public or other equity based offerings to support future acquisition and growth plans.

 

Critical Accounting Policies

 

Revenue Recognition.  The Company's revenue is generated primarily from the rental and sales of its tools used for oilfield services primarily in Texas, Louisiana and Pennsylvania in the U.S. and in Alberta, Canada. Rental income is recognized over the rental periods, which are generally from one to thirty days. The estimated amounts of sales discounts, returns and allowances are accounted for as reductions of sales when the sale occurs and the realization of collectability is reasonably assured. These estimates are based on historical amounts and adjusted periodically based on changes in facts and circumstances when the changes become known to the Company. The Company also recognizes rental revenue for the full sales price of any tools which are lost and/or damaged in use (and billed to the customer) and recognizes the net carrying cost of such tool (“manufacturers’ cost” less depreciation) as cost of product and rental revenue.

 

Sales of coil tubing related products are primarily derived from instances where a customer has a specific need for a particular coil tubing related product and desires to have the Company obtain and/or manufacture the particular product. These sales may include replacement parts, as well as proprietary tools which are manufactured to the customer’s specification, but which are not part of the Company’s tool line. The Company generally recognizes product revenue at the time the product is shipped. Concurrent with the recognition of revenue, the Company provides for the estimated cost of product returns. Sales incentives are generally classified as a reduction of revenue and are recognized at the later of when revenue is recognized or when the incentive is offered. Shipping and handling costs are included in cost of goods sold.

   

Rental Tool Assets.  Approximately 98% of the Company’s revenues are generated from the rental of its coil tubing products. Rental tools are recorded on the Company’s books as rental equipment at “manufacturer’s cost.” Depreciation is calculated using the straight line method over the useful lives of the assets of five years. Lost or destroyed tools are not a significant source of rental tools revenue for the Company. The Company bills customers for the sales price of any tools which are lost and/or damaged in use and the cost and related accumulated depreciation are removed from the accounts and any resulting revenue or expense is recognized. Lost tools are recognized as product rental revenue and cost of products and rental revenue, respectively.

 

Intangible Assets.  The Company’s intangible assets, which are recorded at cost, consist primarily of the unamortized cost basis of issued and pending patents.  These assets are being amortized on a straight line basis over the estimated useful lives of 15 years. The Company continually evaluates the amortization period and carrying basis of intangible assets to determine whether subsequent events and circumstances warrant a revised estimated useful life or impairment in value. To date, no such impairment has occurred. To the extent such events or circumstances occur that could affect the recoverability of our Intangible assets, we may incur charges for impairment in the future.

 

Stock-Based Compensation.  The Company accounts for stock-based employee compensation arrangements using the fair value method that requires that the fair value of employees awards issued, modified, repurchased or cancelled after implementation, under share-based payment arrangements, be measured as of the date the award is issued, modified, repurchased or cancelled. The resulting cost is then recognized in the statement of earnings over the service period.

 

The Company periodically issues common stock for services rendered and may issue common stock for acquisitions in the future. Common stock issued is valued at fair market value. Management and the board of directors consider market price quotations, recent stock offering prices and other factors in determining fair market value for purposes of valuing the common stock. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model with the various weighted average assumptions, including dividend yield, expected volatility, average risk-free interest rate and expected lives.

 

Income Taxes.  The Company uses the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the consolidated statements of operations in the period that includes the enactment date.

 

 

Comparison of Results of Operations

 

Three and Six Months Ended June 30, 2013, Compared To Three and Six Months Ended June 30, 2012

 

The following tables set forth summarized consolidated financial information for the three months ended June 30, 2013 and 2012:

 

		Three Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Total revenues		$	1,420			$	2,081			$	(661	)			32%
Cost of revenues			777				928				(151	)			16%
Gross profit			643				1,153				(510	)			44%
Gross profit as a percentage of total revenues			45%				55%
Operating expenses			810				871				(61	)			7%
Income (loss) from operations			(167	)			282				(449	)			159%
Other income (expense)			(6	)			(5	)			(1	)			20%
Total income (loss)		$	(173	)		$	277			$	(450	)			162%

 

For the three months ended June 30, 2013, the Company's business operations reflected a decrease in sales for Coil Tubing Technology, Inc. and subsidiaries (“CTT”). For the three months ended June 30, 2013, the Company's consolidated operations generated revenues of approximately $1,420,000 compared to revenues of $2,081,000 for the quarter ended June 30, 2012. The $661,000 decrease in net sales is primarily attributable to a decline in rental orders for coil tubing products and competitive pricing by larger service companies. We expect to increase our revenues to reflect the current trends in the drilling industry based on sales information provided by our largest customers. For the three months ended June 30, 2013, the Company had a gross profit as a percentage of sales of 45%, compared to 55% for the three months ended June 30, 2012. The $510,000 decrease in gross profit for the three months ended June 30, 2013, compared to the prior period, is primarily attributed to the slowdown in orders for our rental products by our largest customers.

 

Six Months Ended June 30, 2013, Compared To Six Months Ended June 30, 2012

 

The following tables set forth summarized consolidated financial information for the six months ended June 30, 2013 and 2012:

 

		Six Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Total revenues		$	3,245			$	4,346			$	(1,101	)			25%
Cost of revenues			1,631				1,804				(173	)			10%
Gross profit			1,614				2,542				(928	)			37%
Gross profit as a percentage of total revenues			50%				58%
Operating expenses			1,847				1,833				14				1%
Income (loss) from operations			(233	)			709				(942	)			133%
Other income (expense)			(6	)			(9	)			3				33%
Total income (loss)		$	(239	)		$	700			$	(939	)			134%

 

For the six months ended June 30, 2013, the Company's business operations reflected a decrease in sales for CTT. For the six months ended June 30, 2013, the Company's consolidated operations generated revenues of approximately $3,245,000 compared to revenues of $4,346,000 for the quarter ended June 30, 2012. The $1,101,000 decrease in net sales is primarily attributable to a decline in rental orders for coil tubing products. This decline is a result of our customers postponing drilling operations until later in the 2013 budget year and competitive pricing from other service providers. We expect to increase our revenues to reflect the current trends in the drilling industry based on sales information provided by our largest customers. For the six months ended June 30, 2013, the Company had a gross profit as a percentage of sales of 50%, compared to 58% for the six months ended June 30, 2012. The $928,000 decrease in gross profit for the six months ended June 30, 2013, compared to the prior period, is primarily attributed to the slowdown in orders for our rental products by our largest customers.

 

 

Revenue Information

 

The following table sets forth summarized consolidated sales information for the three months ended June 30, 2013 and 2012:

 

		Three Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Rentals		$	1,411			$	2,029			$	(618	)			30%
Products			9				52				(43	)			83%
Total revenue		$	1,420			$	2,081			$	(661	)			32%

 

We had total revenues of approximately $1,420,000 for the three months ended June 30, 2013, compared to total revenues of $2,081,000 for the three months ended June 30, 2012, a decrease in total revenues of $661,000 or 32% from the prior period.  Total revenues included $1,411,000 of rental revenue for the three months ended June 30, 2013, compared to $2,029,000 for the three months ended June 30, 2012, a decrease in rental revenue of $618,000 or 30% from the prior period. The decrease in rental revenue was mainly due to a decrease in customer demand and an increase in competitive pricing by other large service companies.  We believe that through joint pricing efforts with our partner service companies we will be able to expand our services to new customers in the United States, Mexico and Canada and, accordingly, we will be able to maintain and increase our revenues throughout the second half of 2013.

 

The following table sets forth summarized consolidated sales information for the six months ended June 30, 2013 and 2012:

 

		Six Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Rentals		$	3,192			$	4,244			$	(1,052	)			25%
Products			53				102				(49	)			48%
Total revenue		$	3,245			$	4,346			$	(1,101	)			25%

 

We had total revenues of approximately $3,245,000 for the six months ended June 30, 2013, compared to total revenues of $4,346,000 for the six months ended June 30, 2012, a decrease in total revenues of $1,101,000 or 25% from the prior period.  Total revenues included $3,192,000 of rental revenue for the six months ended June 30, 2013, compared to $4,244,000 for the six months ended June 30, 2012, a decrease in rental revenue of $1,052,000 or 25% from the prior period. The decrease in rental revenue was mainly due to a decrease in customer demand and competitive pricing from other large service companies.  

 

Cost of Revenue

 

The following table sets forth summarized cost of revenue information for the six and three months ended June 30, 2013 and 2012:

 

		Three Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Depreciation of rental tools		$	273			$	246			$	27				11%
Facilities and support expenses			72				129				(57	)			44%
Compensation and benefits			211				223				(12	)			5%
Material, supplies and support service			221				330				(109	)			33%
Total cost of revenue		$	777			$	928			$	(151	)			16%

 

Cost of revenue includes costs associated with products and rental sales and depreciation of capitalized rental tool assets that are rented to oil field service companies. We had cost of products and rental revenue of approximately $777,000 for the three months ended June 30, 2013, compared to a cost of $928,000 for the three months ended June 30, 2012, a decrease of $151,000 or 16% from the prior period.

 

 

The following table sets forth summarized cost of revenue information for the six months ended June 30, 2013 and 2012:

 

		Six Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Depreciation of rental tools		$	541			$	470			$	71				15%
Facilities and support expenses			134				227				(93	)			41%
Compensation and benefits			445				477				(32	)			7%
Material, supplies and support service			511				630				(119	)			19%
Total cost of revenue		$	1,631			$	1,804			$	(173	)			10%

 

Cost of revenue includes costs associated with products and rental sales and depreciation of capitalized rental tool assets that are rented to oil field service companies. We had cost of products and rental revenue of approximately $1,631,000 for the six months ended June 30, 2013, compared to a cost of $1,804,000 for the six months ended June 30, 2012, a decrease of $173,000 or 10% from the prior period. Due to the decrease in revenues, we implemented a plan to reduce non-essential services and compensation which resulted in a $173,000 decrease in cost of revenues for six months ended June 30, 2013.

 

Depreciation of Rental Tools

 

Depreciation expense increased by $27,000 or 11%, to $273,000 for the three months ended June 30, 2013, compared to $246,000 for the three months ended June 30, 2012, which increase was mainly due to an increase in the depreciable asset base in 2013 versus 2012.

 

Depreciation expense increased by $71,000 or 15%, to $541,000 for the six months ended June 30, 2013, compared to $470,000 for the six months ended June 30, 2012, which increase was mainly due to an increase in the depreciable asset base in 2013 versus 2012.

 

Gross Profit

 

We had gross profit of $643,000 for the three months ended June 30, 2013, compared to gross profit of $1,153,000 for the three months ended June 30, 2012, a decrease in gross profit of $510,000 or 44% from the prior period. Our gross profit was 45% of revenue for the three months ended June 30, 2013, compared to 55% for the three months ended June 30, 2012.

 

We had gross profit of $1,614,000 for the six months ended June 30, 2013, compared to gross profit of $2,542,000 for the six months ended June 30, 2012, a decrease in gross profit of $928,000 or 37% from the prior period. Our gross profit was 50% of revenue for the six months ended June 30, 2013, compared to 58% for the six months ended June 30, 2012.

 

Operating Expenses

 

General and Administrative

 

The following table sets forth summarized operating expense information for the three months ended June 30, 2013 and 2012:

 

		Three Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Depreciation and amortization		$	70			$	60			$	10				17%
Compensation and benefits			211				133				78				59%
General and administrative - Professional services			90				87				3				3%
General and administrative expenses - Other			62				76				(14	)			18%
Total general operating expenses		$	433			$	356			$	77				22%

 

We had total general and administrative expenses of $433,000 for the three months ended June 30, 2013, compared to total general and administrative expenses of $356,000 for the three months ended June 30, 2012, an increase in general and administrative expenses of $77,000 or 22% from the prior period. The increase in general and administrative expenses was primarily due to stock option compensation expense of $115,000 (which is included under compensation and benefits above) not applicable to the prior year.

 

 

The following table sets forth summarized operating expense information for the six months ended June 30, 2013 and 2012:

 

		Six Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Depreciation and amortization		$	136			$	118			$	18				15%
Compensation and benefits			480				269				211				78%
General and administrative - Professional services			246				260				(14	)			5%
General and administrative expenses - Other			134				152				(18	)			12%
Total general operating expenses		$	996			$	799			$	197				25%

 

We had total general and administrative expenses of $996,000 for the six months ended June 30, 2013, compared to total general and administrative expenses of $799,000 for the six months ended June 30, 2012, an increase in general and administrative expenses of $197,000 or 25% from the prior period. The increase in general and administrative expenses was primarily due to stock option compensation expense of $228,000 (which is included under compensation and benefits above) and costs associated with being a reporting company not applicable to the prior year and offset by a reduction in professional and administrative expenses.

 

Selling and Marketing

 

The following table sets forth summarized selling and marketing expense information for the three months ended June 30, 2013 and 2012:

 

		Three Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Auto		$	81			$	79			$	2				3%
Commissions			148				210				(62	)			30%
Compensation and benefits			101				179				(78	)			44%
Other selling and marketing			47				47				–				0%
Total selling and marketing expenses		$	377			$	515			$	(138	)			27%

 

We had total selling and marketing expenses of $377,000 for the three months ended June 30, 2013, compared to $515,000 for the three months ended June 30, 2012, a decrease of $138,000 or 27% from the prior period, which decrease was primarily due to the decrease in sales commissions and compensation.

 

The following table sets forth summarized selling and marketing expense information for the six months ended June 30, 2013 and 2012:

 

		Six Months Ended June 30,
(in thousands)		2013				2012				$ Change				% Change
Auto		$	161			$	155			$	6				4%
Commissions			338				442				(104	)			24%
Compensation and benefits			211				324				(113	)			35%
Other selling and marketing			141				113				28				25%
Total selling and marketing expenses		$	851			$	1,034			$	(183	)			18%

 

We had total selling and marketing expenses of $851,000 for the six months ended June 30, 2013, compared to $1,034,000 for the six months ended June 30, 2012, a decrease of $183,000 or 18% from the prior period, which decrease was mainly due to decreases in sales commissions and compensation expenses.

 

 

Depreciation and Amortization

 

Depreciation and amortization expense increased by $10,000 or 17%, to $70,000 for the three months ended June 30, 2013, compared to $60,000 for the three months ended June 30, 2012.  The increase was primarily due to the addition of shop equipment and automobiles.

 

Total depreciation and amortization expense increased by $18,000 or 15%, to $136,000 for the six months ended June 30, 2013, compared to $118,000 for the six months ended June 30, 2012.  The increase was primarily due to the addition of shop equipment and automobiles.

 

Income (Loss) from Operations

 

We had a loss from operations of $167,000 for the three months ended June 30, 2013, compared to income from operations of $282,000 for the three months ended June 30, 2012, a decrease of $449,000 or 159% from the prior period.

 

We had a loss from operations of $233,000 for the six months ended June 30, 2013, compared to income from operations of $709,000 for the six months ended June 30, 2012, a decrease of $942,000 or 133% from the prior period.

 

Net Income (Loss)

 

We had a net loss of $173,000 for the three months ended June 30, 2013, compared to net income of $277,000 for the three months ended June 30, 2012, a decrease in net income of $450,000 or 162% from the prior period.  The decrease in net income was attributable to a decrease in total revenue and an increase in certain operating expenses, principally $115,000 in stock option expense, offset by a decrease in cost of goods sold, for the three months ended June 30, 2013, compared to the three months ended June 30, 2012.

 

We had a net loss of $239,000 for the six months ended June 30, 2013, compared to net income of $700,000 for the six months ended June 30, 2012, a decrease in net income of $939,000 or 134% from the prior period.  The decrease in net income was attributable to a decrease in total revenue and an increase in certain operating expenses, including $228,000 in stock option expense, and an increase in expenses associated with becoming a reporting company, offset by a decrease in cost of goods sold, for the six months ended June 30, 2013, compared to the six months ended June 30, 2012.

 

Liquidity and Capital Resources

 

We had $2,464,000 of working capital as of June 30, 2013. We believe we are sufficiently capitalized to continue our growth and are in a position to develop financing alternatives that will enable us to take advantage of growth opportunities in the future.

 

As of June 30, 2013, we had total assets of $8,336,000, which included total current assets of $3,228,000, consisting of $1,353,000 of cash, $1,802,000 of accounts receivable, net, and $73,000 of other current assets; and long term assets including $3,488,000 of rental tools, net; $627,000 of property and equipment, net; and $993,000 of intangible assets, net.

 

We had total liabilities of $1,143,000 as of June 30, 2013, which included total current liabilities of $764,000, consisting of accounts payable of $465,000; accrued liabilities of $75,000; current portion of related party notes payable of $156,000, relating to amounts owed to Jerry Swinford in connection with the IP Agreement, described in note 4 to the financials included herein, and current portion of notes payable of $68,000, relating to the amount due on loans associated with equipment financing; and long term liabilities consisting of $168,000 of related party notes payable, relating to amounts owed to Jerry Swinford in connection with the IP Agreement, described in note 4 to the financials included herein, and $211,000 of notes payable, net of current portion relating to equipment financing.

    

We had net cash provided by operating activities of $603,000 for the six months ended June 30, 2013, which consisted of non-cash items including $677,000 of depreciation and amortization, $228,000 of stock-based compensation, $58,000 of increase in accounts payable and $2,000 of increase in accrued liabilities; offset by $3,000 of loss on sale of equipment, $239,000 of net loss, $110,000 of decrease in accounts receivable, and $16,000 of decrease in other current assets.

 

We had $399,000 of net cash used in investing activities for the six months ended June 30, 2013, which included the purchase of $319,000 of rental tools and $193,000 of property and equipment; offset by $113,000 in proceeds from the sale of lost tools.  Our principal recurring investing activity was the funding of capital expenditures to ensure that we have the appropriate levels and types of equipment in place to generate revenue from operations.

 

 

We had $4,000 of net cash used in financing activities for the six months ended June 30, 2013, which included $74,000 of proceeds from notes payable offset by $78,000 of payments on related party notes payable, relating to amounts paid to Jerry Swinford in connection with the IP Agreement, described in note 4 to the financials included herein.

 

The Company has historically been funded through loans provided by, and through the sale of common stock and warrants to, the Company’s largest shareholder and former director, Herbert C. Pohlmann, provided that Mr. Pohlmann is not required to provide us any additional funding and/or to purchase any securities from us in the future.

 

Our immediate plans are to continue our growth by meeting expected demand for our rental tool products in our current geographic markets and further expanding into international markets similar to what we accomplished in Canada during 2012. We anticipate entering markets in Mexico, the Middle East and Southeast Asia in 2013 and 2014. We plan to supplement our cash flow with typical bank debt or similar financing which will enable us to meet larger demand on bigger projects, enter new markets and improve our network for servicing our customers.

 

Moving forward, we anticipate increased spending on research and development activities, which we believe will be required to provide technological advancement to our coiled tubing technologies and workover product lines. We are currently working on a new generation of coil tubing tools to aid in and facilitate horizontal drilling. We expect the market for new applications of coiled tubing to continue to expand our operations throughout fiscal 2013 and 2014, especially in the horizontal drilling and workover applications.

 

In addition to debt financing and our organic growth as discussed above, we may raise funds for further expansion of our tool fleet, development of new tools or to make strategic acquisitions through the sale or exchange of equity securities. Our common stock is now quoted on the OTCQB market, provided that we may choose to list our common stock on the NYSE MKT or NASDAQ Capital Market in the future. As a result of becoming a fully-reporting public company, we believe investors may be more willing to purchase our common stock in private offerings allowing us to raise funding to use for the items described above. The sale of additional equity or debt securities, if accomplished, may result in dilution to our shareholders.

 

Off Balance Sheet Arrangements:

 

None.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 

As a smaller reporting company, as defined in rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to provide the information mandated by this item.

 

Item 4. Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

 

Based on our evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

 

Changes in Internal Control Over Financial Reporting

 

We regularly review our system of internal control over financial reporting to ensure we maintain an effective internal control environment. There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II—OTHER INFORMATION

 

Item 1. Legal Proceedings.

 

From time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. We are not currently involved in legal proceedings that could reasonably be expected to have a material adverse effect on our business, prospects, financial condition or results of operations other than the proceeding described below. We may become involved in other material legal proceedings in the future.

 

On July 25, 2013, Eric Cohen (a shareholder of the Company) filed a lawsuit against the Company, Jerry Swinford (the Executive Vice President and director of the Company), Jason Swinford (the Chief Executive Officer and director of the Company) and Herbert C. Pohlmann (the Company’s majority shareholder and former director)(collectively, the “Defendants”) in the 61^st Judicial District Court for Harris County, Texas (Cause No. 2013-43593). The suit seeks monetary damages in excess of $1 million in connection with compensatory damages alleged suffered by Mr. Cohen or seeks a buyout of Mr. Cohen’s interest in the Company. The suit also seeks legal fees and pre-and-post judgment interest. The suit alleges “minority shareholder oppression” in connection with the actions of Defendants, i.e., that Defendants have engaged in burdensome, harsh or wrongful conduct which has diluted Mr. Cohen’s shares; granted more power to Defendant’s (for little or no consideration); and granted rights to insiders for less than reasonably equivalent value. The Company disputes Mr. Cohen’s claims and intends to vigorously defend such claims.

 

Item 1A. Risk Factors.

 

There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 22, 2013, and investors are encouraged to review such risk factors, prior to making an investment in the Company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. 

 

None.

 

Item 3. Defaults Upon Senior Securities. 

 

None.

 

Item 4. Mine Safety Disclosures. 

 

Not applicable.

 

Item 5. Other Information. 

 

None.

 

Item 6. Exhibits. 

 

See the Exhibit Index following the signature page to this Quarterly Report on Form 10-Q for a list of exhibits filed or furnished with this report, which Exhibit Index is incorporated herein by reference.  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

By: /s/ Jason Swinford

Jason Swinford

Chief Executive Officer (Principal Executive Officer) and Director

 

Dated: August 12, 2013

 

By: /s/ Richard R. Royall

Richard R. Royall

Chief Financial Officer (Principal Financial/Accounting Officer)

Dated: August 12, 2013

 

EXHIBIT INDEX

 

10.1(1)	Fifth Amendment to Executive Employment Agreement with Jason Swinford (July 30, 2013)
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS#	XBRL Instance Document
101.SCH#	XBRL Taxonomy Extension Schema Document
101.CAL#	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF#	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB#	XBRL Taxonomy Extension Label Linkbase Document
101.PRE#	XBRL Taxonomy Extension Presentation Linkbase Document

 

* Filed herewith.

 

** Furnished herewith.

 

(1) Filed as an exhibit to the Current Report on Form 8-K filed with the Commission on August 5, 2013 and incorporated herein by reference.

 

# XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.