General
We have a patented process which can help companies within the energy industry reach deep energy reserves other equipment cannot.
The following list highlights a few areas of opportunity to expand the Company's business:
Sales and marketing efforts:
Although we have been impacted by the downturn in the national and global economies, we have grown over the historical period without an aggressive marketing and sales effort. Currently, new business is generated from referrals, technical sessions given to oil & gas and energy related companies, a website and through the use of a marketing company on a limited basis. To date, we have hired two in-house salespeople.
Currently, their duties are focused on sales, marketing, and promotional activities for the Company. Management believes revenue can be increased by expanding the Company's sales force and forming a marketing department in order to increase our market share.
Applying for additional patents to protect proprietary rights:
We have developed international patent-pending new inspection technology needed in order to reach deep energy reserves present technology cannot reach. Our expandable inspection technology helps the companies in the energy industry retrieve a large amount of energy reserves that cannot be retrieved with current technology. We have manufactured several pieces of equipment in-house that have enabled us to successfully serve the energy industry. Due to proprietary infringement risk, we have discontinued manufacturing the equipment for sale to third parties. By securing a patent protecting our proprietary technology, we could consider manufacturing equipment for sale again, which would open a new line of revenue.
Introduction of complementary services
:
We are continually adding new services in order to meet customer demand. Most recently, we began drilling equipment inspection services and added a manufacturing facility and pipe and equipment sales company. Other areas management has identified as potential growth avenues include vessel inspection and inspection of pipelines in service. In 2010, we opened our pipe threading facility containing threading equipment which can be attached to the inspection assembly line to provide additional services for a very low increased cost to our customers.
Geographic expansion in the domestic and international markets:
We currently derive the majority of revenue from the Houston, Texas market, where many of our clients are based. There are several other markets that could be better served, such as in Louisiana where a new plant in Abbeville, Louisiana has been constructed in order to serve the deep wells in the Gulf of Mexico. This plant was ready for operations in 2008. Other expansions are being considered through the opening of additional full-service, local plants. Furthermore, we maintain relations with sales representatives in the Mexico, Saudi
Arabia,
Qatar,
and
Middle East markets that could be better utilized if we are able to locally serve customers. Lastly, we have Canadian customers that utilize our services on a limited basis, due to the high cost of shipping heavy pipes. To date, we have not had the capital or human resources to establish plants in these potential markets.
We continue to seek other companies which can complement essential commodities, energy, technology manufacturing, reclamation, pipe and inspection business with the goal of securing these businesses through a combination of cash and stock payments. All of these expansion plans rely heavily on raising capital through a public offering of additional stock which would be used to fund our acquisitions.
We have a customer base of
over
150 accounts
, and are continually expanding our customer base to increase revenue growth. Currently, we serve customers that are oil companies, steel mills, material suppliers,
drilling companies, material rental companies and engineering companies. Our customer relationships average over ten years which provides us repeat business.
Critical Accounting Policies
The Company has identified the following accounting policies to be the critical accounting policies of the Company:
Revenue Recognition.
Revenue for inspection services is recognized upon completion of the services rendered. Revenue for the sales of pipe is recognized when pipe is delivered and the customer takes ownership and assumes the risks of loss, collection of the relevant receivable is probable, persuasive evidence of an arrangement exists, and the sales price is fixed or determinable.
Inventory.
Inventory is stated at the lower of cost determined by the specific identification method or market. At December 31, 2013 and 2012, inventory consisted of pipe available for sale.
Property and Equipment.
Property and equipment are stated at cost. Expenditures for property and equipment and items that substantially increase the useful lives of existing assets are capitalized at cost and depreciated. Routine expenditures for repairs and maintenance are expensed as incurred. The cost and related accumulated depreciation of property and equipment disposed of are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation is provided utilizing the straight-line method over the estimated useful lives of the assets capitalized.
Valuation of Long-Lived Assets.
In the event facts and circumstances indicate that carrying amounts of long-lived assets may be impaired, the Company evaluates the recoverability of its long-lived assets using the estimated future undiscounted cash flows associated with the asset compared to the asset’s carrying amount to determine if a write-down is required. Any impairment loss is measured as the difference between the carrying amount and the fair value of the impaired asset.
Discussion of Changes in Financial Condition from December 31, 2012 to December 31, 2013
At December 31, 2013, total assets amounted to $10,356,561 compared to $13,065,758 at December 31, 2012, a decrease of $2,709,197, or 20.7%. The decrease is primarily due to a decrease in the Company’s cash of $1,004,008, a decrease in property and equipment held for investment of $1,095,583, and a decrease in inventory of $569,037. These decreases were partially offset by an increase in accounts receivable of $832,603 and an increase in deferred tax asset of $86,995.
Our liabilities at December 31, 2013, totaled $5,919,824 compared to $8,269,272 at December 31, 2012, a decrease of $2,349,448, or 28.4%. The decrease is primarily due to a decrease in due to affiliates of $1,758,098, a decrease in notes payable of $524,867, a decrease in accounts payable of $110,332, and a decrease in deferred taxes payable of $206,754. These decreases were partially offset by an increase in income tax payable of $108,594.
Total stockholder’s equity decreased from $4,796,486 at December 31, 2012, to $4,436,737 at December 31, 2013. This decrease was due to net loss generated for the year ended December 31, 2013 of $247,137 and by the purchase of the Company’s common stock held in Treasury Stock in the amount of $120,845.
Cash and Cash Equivalents
The Company’s cash decreased from $2,879,195 at December 31, 2012, to $1,875,187 at December 31, 2013. The decrease in cash and cash equivalents was primarily due to the Company’s decrease in amounts due to affiliates.
Inventory
We began purchasing pipe for sale to customers in late 2007. This was an opportunity for us to expand our services to our customers. Inventory of pipe at December 31, 2013 was $2,309,048 compared to $2,878,085 at December 31, 2012. It is anticipated that the Company will continue its efforts to expand its sales of oilfield pipe. This decrease is primarily attributable to pipe sales.
Property and Equipment
The decrease in property and equipment of $931,167 is primarily due to the transfer of investment property of $1,165,016 to re-pay affiliates, and the sale of equipment
held for operations
for $70,000, partially offset by depreciation of $956,774 at December 31, 2013.
In 2013, Property and Equipment held for investment was transferred for a reduction of Notes Payable, specifically Due to Affiliates, in the amount of $1,095,583
.
Deferred Tax Asset/Income Taxes Payable
Due to the Company’s loss for the year ended December 31, 2013, our deferred tax asset associated with the net operating loss, federal contributions, capital loss carry-forwards, and general business credits has increased by $86,995 to a balance of $962,436 at December 31, 2013. This balance includes a provision of $65,848 associated with certain net operating losses recognized at the state level for which there is not sufficient net income generated to fully offset the balance.
Accounts Payable
Accounts payable at December 31, 2013 totaled $2,109,713 compared to $2,220,045 at December 31, 2012, a decrease of $110,332. This decrease is primarily attributable to the cost of a vendor’s pipe which was accrued as a liability when sold.
Common Stock Outstanding
On April 1, 2009, we entered into an agreement with American Interest, LLC and the Sfeir Family Trust whereby the two stockholders agreed to cancel 118,046,500 common shares and 47,053,500 common shares, respectively, for the consideration to be re-issued in the future. In 2010, the Company re-issued 115,100,000 of those shares. On December 30, 2009, we agreed to issue 3,850,000 shares of our common stock in exchange for the remaining balance due to a supplier of equipment to the Company, which totaled $3,935,217 at December 31, 2009. Although the stock certificate was issued to the supplier on March 19, 2010, we considered the stock to be “paid but not issued” at December 31, 2009. In 2011, the Company issued 256,900 shares to key managers and others who management felt were responsible for helping the company return to profitability. In 2012, the Company issued an additional 92,550 shares to key managers and others. In 2013, the Company issued an additional 41,167 shares to key managers and others in consideration for their help in returning the Company to profitability.
Discussion of Results of Operations for the Year Ended December 31, 2013 compared to the Year Ended December 31, 2012
Revenues
Our revenue for the year ended December 31, 2013, was $5,440,621 compared to $7,124,671 for the year ended December 31, 2012, a decrease of $1,684,050, or 23.6%. The decrease is attributable primarily to the decrease in pipe sales of $2,470,451, and a decrease of storage fees which decreased $276,346 from $832,863 for the year ended December 31, 2012 to $556,517 for the year ended December 31, 2013. This decrease was a result of the market’s correction for the recovery from the moratorium on deep water drilling in the Gulf of Mexico due the British Petroleum oil disaster and increased market competition. This decrease was accompanied by an increase of Inspection Fees which increased $368, 170 from $2,225,305 in 2012 to $2,593,475 for the year ended December 31, 2013.
The following table presents the composition of revenue for the year December 31, 2013 and 2012:
|
|
2013
|
|
|
2012
|
|
|
Variance
|
|
Revenue:
|
|
Dollars
|
|
|
Percentage
|
|
|
Dollars
|
|
|
Percentage
|
|
|
Dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inspection Fees
|
|
$
|
2,593,475
|
|
|
|
47.7
|
%
|
|
$
|
2,225,305
|
|
|
|
31.2
|
%
|
|
$
|
368,170
|
|
Pipe and Other Equipment Sales
|
|
$
|
1,047,286
|
|
|
|
19.2
|
%
|
|
$
|
3,517,737
|
|
|
|
49.4
|
%
|
|
$
|
(2,470,451
|
)
|
Storage Fees
|
|
$
|
556,517
|
|
|
|
10.2
|
%
|
|
$
|
832,863
|
|
|
|
11.7
|
%
|
|
$
|
(276,346
|
)
|
Rebillable Income
|
|
$
|
298,373
|
|
|
|
5.5
|
%
|
|
$
|
548,766
|
|
|
|
7.7
|
%
|
|
$
|
(250,393
|
)
|
Manufacturing and Threading
|
|
$
|
944,968
|
|
|
|
17.4
|
%
|
|
|
|
|
|
|
0.0
|
%
|
|
$
|
944,968
|
|
Total Revenue
|
|
$
|
5,440,621
|
|
|
|
100.0
|
%
|
|
$
|
7,124,671
|
|
|
|
100.0
|
%
|
|
$
|
(1,684,050
|
)
|
Cost of Revenue and Gross Profit
Our cost of revenue for the year ended December 31, 2013, was $3,399,892, or 62.5% of revenues, compared to $5,596,893, or 78.6% of revenues, for the year ended December 31, 2012. The overall decrease in our cost of revenue is primarily due to the decrease in materials and supplies and repairs and maintenance costs due to the decrease in storage fees and pipe sales. The primary reason for the decrease in cost of sales as a percentage of revenues was due to the increase in inspection fees in relation to the amount of fixed costs included in our cost of revenue, such as depreciation on equipment and facilities, and insurance. Additionally, pipe is sold at a lower margin in relation to our service revenues.
The following table presents the composition of cost of revenue for the year ended December 31, 2013 and 2012:
|
|
2013
|
|
|
2012
|
|
|
Variance
|
|
Cost of Revenue:
|
|
Dollars
|
|
|
Percentage
|
|
|
Dollars
|
|
|
Percentage
|
|
|
Dollars
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Labor and Related Costs
|
|
$
|
482,575
|
|
|
|
14.2
|
%
|
|
$
|
458,927
|
|
|
|
8.2
|
%
|
|
$
|
23,648
|
|
Materials and Supplies
|
|
|
1,092,858
|
|
|
|
32.1
|
%
|
|
|
3,084,066
|
|
|
|
55.1
|
%
|
|
$
|
(1,991,208
|
)
|
Subcontract Labor
|
|
|
823,462
|
|
|
|
24.2
|
%
|
|
|
817,867
|
|
|
|
14.6
|
%
|
|
$
|
5,595
|
|
Depreciation and Amortization
|
|
|
603,529
|
|
|
|
17.8
|
%
|
|
|
704,089
|
|
|
|
12.6
|
%
|
|
$
|
(100,560
|
)
|
Repairs and Maintenance
|
|
|
77,860
|
|
|
|
2.3
|
%
|
|
|
216,126
|
|
|
|
3.9
|
%
|
|
$
|
(138,266
|
)
|
Insurance
|
|
|
194,402
|
|
|
|
5.7
|
%
|
|
|
151,028
|
|
|
|
2.7
|
%
|
|
$
|
43,374
|
|
Other Costs
|
|
|
125,206
|
|
|
|
3.7
|
%
|
|
|
164,790
|
|
|
|
2.9
|
%
|
|
$
|
(39,584
|
)
|
Total Cost of Revenues
|
|
$
|
3,399,892
|
|
|
|
100.0
|
%
|
|
$
|
5,596,893
|
|
|
|
100.0
|
%
|
|
$
|
(2,197,001
|
)
|
We have utilized the services of subcontractors to assist us as needed to provide timely and quality service to our customers. We will continue our efforts to attract employees and retain qualified individuals to serve the needs of our customers. The decrease in depreciation expense was the result of disposal of equipment through a sale and assets being fully depreciated. The decrease in other materials and supplies is due primarily to the decrease in sales of pipe.
Operating Expenses
For the year ended December 31, 2013, our operating expenses totaled $2,349,893, as compared to $1,902,654 in 2012, representing an increase of $447,239, or 23.5%. The largest component of our operating expenses for 2013 consists of salaries and wages, professional fees, rent, depreciation, and other costs. Salaries and wages for general and administrative personnel was $517,622 for the year ended December 31, 2013, compared to $555,427 for the year ended December 31, 2012, a decrease of $37,805, or 6.8%. The decrease is attributable to the decrease in administrative pay pertaining to pipe sales.
Professional services expense increased from $280,621 for the year ended December 31, 2012, to $411,509 for the year ended December 31, 2013, an increase of $130,888, or 46.6%. The increase is primarily a result of an increase in attorney fees resulting
from resolved legal matters and the application for the Houston facility free trade zone
.
Rent expense totaled $247,437 for the year ended December 31, 2013, as compared to $244,131 for the year ended December 31, 2012, an increase of $3,306, or 1.4%. Rent expense for both the year ended December 31, 2013, and for the year ended December 31, 2012, pertains primarily to our rental of office space for our headquarters in Lafayette as well as our rental of land and facilities for operating purposes.
Other Income and Expense
Other income and expense consists of investment income, gain or loss on sale of assets, and interest expense. For the year ended December 31, 2013, other expense, net of other income, totaled $70,641, as compared to other income, net of other expense, of $123,215 for the year ended December 31, 2012. The decrease is attributable primarily to the sale of a company asset resulting in a gain.
Investment income, which consists of interest, dividends, realized gains and losses, and unrealized gains and losses, amounted to $19,465 for the year ended December 31, 2013, compared to investment income of $31,758 for the year ended December 31, 2012. For the year ended December 31, 2013, investment income consisted primarily of interest income of $19,524 and dividend income of $991. At December 31, 2013, the investment account consisted solely of cash equivalents.
Interest expense totaled $160,106 for the year ended December 31, 2013, as compared to $154,973 for the year ended December 31, 2012, an increase of $5,133, or 3.3%. Interest expense pertains primarily to amounts due to affiliates as well as to our notes payable with third parties.
Provision for income taxes
For the year ended December 31, 2013, we reported an income tax benefit of $132,668 , compared to an income tax benefit of $144,115 for the year ended December 31, 2012, a decrease of $11,447, or 7.9%, which was attributable to the reduced net loss for the year.
Capital Resources and Liquidity
At December 31, 2013, we had $1,875,187 in cash and cash equivalents. Our cash outflows have consisted primarily of expenses associated with continued operations. Cash outflows for investing purposes have consisted primarily of the acquisition of equipment and other technology to better serve our customers. Most of the costs of those acquisitions have been offset by the sale of excess equipment. Currently, we have been able to utilize our relationships with affiliated entities to stabilize our liquidity needs.
We believe we can satisfy our cash requirements for the next twelve months with our current cash and expected revenues. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without adequate revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our growth goals.
In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we would likely seek additional financing to support the continued operation of our business.
Critical Accounting Policies
Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue, and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.
Our significant accounting policies are summarized in Note 2 of our consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.
Revenue Recognition
The Company recognizes revenue on arrangements in accordance with Securities and Exchange Commission Staff Accounting Bulletin No. 101,
Revenue Recognition in Financial Statements
and No. 104,
Revenue Recognition
. In all cases, revenue is recognized only when the price is fixed or determinable, persuasive evidence of an arrangement exists, the service is performed and collectability is reasonably assured.
Recent Accounting Pronouncements
In December 2011, the FASB issued guidance which relates to deconsolidation events. Under this amendment, when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of the default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in Subtopic 360-20,
Property, Plant and Equipment - Real Estate Sales,
to determine whether it should derecognize the in substance real estate. This guidance
was
effective for the fiscal year ending December 31, 2013 and
did not have
a significant impact on the Company’s financial statements.
In December 2011, The FASB issued authoritative guidance to provide enhanced disclosures in the financial statements about offsetting and netting arrangements. The new guidance requires entities to disclose both gross information and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting agreement. This guidance was issued to facilitate comparison between financial statements prepared on a U.S. GAAP and IFRS reporting. The new guidance
was
effective January 1, 2013 and
did not
have a significant impact on the Company’s financial statements.
On January 1, 2012, the Company adopted guidance issued by the FASB on accounting and disclosure requirements related to fair value measurements. The guidance limits the highest-and-best-use measure to nonfinancial assets, permits certain financial assets and liabilities with offsetting positions in market or counterparty credit risks to be measured at a net basis, and provided guidance on the applicability of premiums and discounts. Additionally, the guidance expands the disclosures on Level 3 inputs by requiring quantitative disclosure of the unobservable inputs and assumptions, as well as description of the valuation process and the sensitivity of the fair value to changes in unobservable inputs. Adoption of the new guidance did not have a material impact on our financial statements.
In July 2013, FASB issued authoritative guidance on Derivatives and Hedging, providing guidance on the risks that are permitted to be hedged in a fair value or cash flow hedge. Among those risks for financial assets and financial liabilities is the risk of changes in a hedged item’s fair value or a hedged transaction’s cash flows attributable to changes in the designated benchmark interest rate. The guidance was issued as a direct result of the financial crisis in 2008 as the exposure to and the demand for hedging the Fed Fund rate has increased significantly. The new guidance
was
effective July 17, 2013, and
did not have
a significant impact on the Company’s financial statements.
In July 2013, guidance was issued on Topic 740, Income Taxes. The guidance states that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carry-forward, a similar tax loss, or a tax credit carry-forward with some exceptions. The assessment of whether a deferred tax asset is available is based on the unrecognized tax benefit and deferred tax asset that exist at the reporting date and should be made presuming disallowance of the tax position at the reporting date. The new guidance will be for fiscal years, and interim periods within those years, beginning
after
December 15, 2013
. This
guidance is not expected to have a significant impact on the Company’s financial statements.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).