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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED MARCH 31, 2004
_______________
COMMISSION FILE NUMBER 1-13817
BOOTS & COOTS INTERNATIONAL
WELL CONTROL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 11-2908692
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11615 N. HOUSTON-ROSSLYN
HOUSTON, TEXAS 77086
(Address of principal executive offices) (Zip Code)
(281) 931-8884
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 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 [X] No [ ]
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)
Yes [ ] No [X]
The number of shares of the Registrant's Common Stock, par value $.00001
per share, outstanding at May 14, 2004, were 27,359,794
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1
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
TABLE OF CONTENTS
PART I
FINANCIAL INFORMATION
(UNAUDITED)
PAGE
----
Item 1. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 3
Condensed Consolidated Balance Sheets. . . . . . . . . . . . . . . . 3
Condensed Consolidated Statements of Operations. . . . . . . . . . . 4
Condensed Consolidated Statements of Stockholders' Equity (Deficit). 5
Condensed Consolidated Statements of Cash Flows. . . . . . . . . . . 6
Notes to Condensed Consolidated Financial Statements . . . . . . . . 7-12
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. . . . . . . . . . . . . . . . . . . . . . 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk . . . . . 18
Item 4. Controls and Procedures. . . . . . . . . . . . . . . . . . . . . . . 18
PART II
OTHER INFORMATION
Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 2. Changes in Securities and Use of Proceeds. . . . . . . . . . . . . . 19
Item 3. Defaults Upon Senior Securities. . . . . . . . . . . . . . . . . . . 19
Item 4. Submissions of Matters to a Vote of Security Holders . . . . . . . . 19
Item 5. Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . 19
2
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(000'S EXCEPT PER SHARE AMOUNTS)
ASSETS MARCH 31, DECEMBER 31,
2004 2003
------------ --------------
(UNAUDITED)
CURRENT ASSETS:
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . . . . . . $ 1,885 $ 1,543
Receivables - net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,532 13,235
Assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . - 3
Prepaid expenses and other current assets . . . . . . . . . . . . . . . . . 1,148 1,542
------------ --------------
Total current assets. . . . . . . . . . . . . . . . . . . . . . . . . 12,565 16,323
------------ --------------
PROPERTY AND EQUIPMENT - net. . . . . . . . . . . . . . . . . . . . . . . . . 3,091 3,301
DEFERRED TAX ASSET. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 98
OTHER ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4
------------ --------------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,758 $ 19,726
============ ==============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
Current maturities of long term debt. . . . . . . . . . . . . . . . . . . . $ 1,156 $ -
Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 250 746
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,598 5,993
Liabilities of discontinued operations. . . . . . . . . . . . . . . . . . . 56 209
------------ --------------
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . 5,060 6,948
------------ --------------
LONG TERM DEBT AND NOTES PAYABLE,
net of current maturities.. . . . . . . . . . . . . . . . . . . . . . . . . 10,741 12,398
------------ --------------
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 15,801 19,346
COMMITMENTS AND CONTINGENCIES . . . . . . . . . . . . . . . . . . . . . . . . - -
STOCKHOLDERS' EQUITY (DEFICIT):
Preferred stock ($.00001 par value, 5,000 shares authorized, 53 issued and
outstanding at March 31, 2004 and December 31, 2003). . . . . . . . . . . - -
Common stock ($.00001 par value, 125,000 shares authorized, 27,360 and
27,300 shares issued and outstanding at March 31, 2004 and
December 31, 2003, respectively). . . . . . . . . . . . . . . . . . . . . - -
Additional paid-in capital. . . . . . . . . . . . . . . . . . . . . . . . . 68,725 68,603
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . (252) (270)
Accumulated other comprehensive loss. . . . . . . . . . . . . . . . . . . . (888) (439)
Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . (67,628) (67,514)
------------ --------------
Total stockholders' equity (deficit). . . . . . . . . . . . . . . . . (43) 380
------------ --------------
Total liabilities and stockholders' equity (deficit). . . . . . . . . $ 15,758 $ 19,726
============ ==============
See accompanying notes to condensed consolidated financial statements.
3
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(000'S EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
-----------------------
2004 2003
----------- ----------
REVENUES
Service . . . . . . . . . . . . . . . . . . . . . . $ 4,411 $ 4,302
Equipment sales . . . . . . . . . . . . . . . . . . - 6,629
----------- ----------
Total Revenues . . . . . . . . . . . . . . . . . 4,411 10,931
COSTS OF SALES
Service . . . . . . . . . . . . . . . . . . . . . . 1,434 881
Equipment sales . . . . . . . . . . . . . . . . . . - 3,082
----------- ----------
Total Costs of Sales . . . . . . . . . . . . . . 1,434 3,963
Gross Margin . . . . . . . . . . . . . . . . . . 2,977 6,968
Operating expenses. . . . . . . . . . . . . . . . . 1,593 1,859
Selling, general and administrative . . . . . . . . 804 837
Depreciation and amortization . . . . . . . . . . . 249 245
----------- ----------
OPERATING INCOME. . . . . . . . . . . . . . . . . . . 331 4,027
INTEREST EXPENSE (INCOME) AND OTHER . . . . . . . . . - 425
----------- ----------
INCOME FROM CONTINUING OPERATIONS,
before income taxes . . . . . . . . . . . . . . . . 331 3,602
INCOME TAX EXPENSE. . . . . . . . . . . . . . . . . . 323 304
----------- ----------
INCOME FROM CONTINUING OPERATIONS . . . . . . . . . . 8 3,298
INCOME FROM DISCONTINUED OPERATIONS,
net of income taxes. . . . . . . . . . . . . . . . - 15
----------- ----------
NET INCOME. . . . . . . . . . . . . . . . . . . . . . 8 3,313
PREFERRED DIVIDEND REQUIREMENTS &
ACCRETIONS . . . . . . . . . . . . . . . . . . . . 122 732
----------- ----------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON
STOCKHOLDERS . . . . . . . . . . . . . . . . . . . $ (114) $ 2,581
=========== ==========
Basic Earnings (Loss) per Common Share:
Continuing Operations. . . . . . . . . . . . . . . $ 0.00 $ 0.19
=========== ==========
Discontinued Operations. . . . . . . . . . . . . . $ 0.00 $ 0.00
=========== ==========
Net Income (Loss). . . . . . . . . . . . . . . . . $ 0.00 $ 0.19
=========== ==========
Weighted Average Common Shares Outstanding - Basic. . 27,300 13,495
=========== ==========
Diluted Earnings (Loss) per Common Share:
Continuing Operations. . . . . . . . . . . . . . . $ 0.00 $ 0.14
=========== ==========
Discontinued Operations. . . . . . . . . . . . . . $ 0.00 $ 0.00
=========== ==========
Net Income (Loss). . . . . . . . . . . . . . . . . $ 0.00 $ 0.14
=========== ==========
Weighted Average Common Shares Outstanding - Diluted. 27,300 18,061
=========== ==========
See accompanying notes to condensed consolidated financial statements.
4
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTHS ENDED MARCH 31, 2004
(000's)
(Unaudited)
PREFERRED STOCK COMMON STOCK ACCUMULATED
------------------ --------------- ADDITIONAL OTHER
PAID IN ACCUMULATED COMPREHENSIVE
SHARES AMOUNT SHARES AMOUNT CAPITAL DEFICIT LOSS
--------- ------- ------ ------- ----------- ------------- ---------------
BALANCES, December 31, 2003 . . . . . . 53 $ - 27,300 $ - $ 68,603 $ (67,514) $ (439)
Preferred stock dividends accrued . . - - - - 109 (109) -
Warrant discount accretion. . . . . . - - - - 13 (13) -
Amortization of deferred compensation - - - - - - -
Restricted stock issued . . . . . . . - - 60 - - - -
Net income. . . . . . . . . . . . . . - - - - - 8 -
Foreign currency translation loss . . - - - - - - (449)
Comprehensive loss. . . . . . . . . . - - - - - - -
--------- ------- ------ ------- ----------- ------------- ---------------
BALANCES, March 31, 2004. . . . . . . . 53 $ - 27,360 $ - $ 68,725 $ (67,628) $ (888)
--------- ------- ------ ------- ----------- ------------- ---------------
TOTAL
STOCKHOLDER'S
DEFERRED EQUITY
COMPENSATION (DEFICIT)
-------------- ---------------
BALANCES, December 31, 2003 . . . . . . $ (270) $ 380
Preferred stock dividends accrued . . - -
Warrant discount accretion. . . . . . - -
Amortization of deferred compensation 18 18
Restricted stock issued . . . . . . . - -
Net income. . . . . . . . . . . . . . - 8
Foreign currency translation loss . . - (449)
---------------
Comprehensive loss. . . . . . . . . . - (441)
-------------- ---------------
BALANCES, March 31, 2004. . . . . . . . $ (252) $ (43)
-------------- ---------------
See accompanying notes to consolidated financial statements.
5
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(000'S)
(UNAUDITED)
THREE MONTHS ENDED
MARCH 31,
------------------------
2004 2003
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income. . . . . . . . . . . . . . . . . . . . . . . . . $ 8 $ 3,313
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization . . . . . . . . . . . . . 249 245
Other non-cash charges. . . . . . . . . . . . . . . . . - 392
Changes in operating assets and liabilities:
Receivables . . . . . . . . . . . . . . . . . . . . . . 3,315 (1,092)
Restricted assets . . . . . . . . . . . . . . . . . . . - 69
Prepaid expenses and other current assets . . . . . . . 330 164
Net assets/liabilities of discontinued operations . . . (150) (117)
Other assets. . . . . . . . . . . . . . . . . . . . . . - 13
Accounts payable and accrued liabilities. . . . . . . . (2,611) (224)
----------- -----------
Net cash provided by operating activities . . . . . . . 1,141 2,763
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment additions. . . . . . . . . . . . (41) (1,032)
Proceeds from sale of property and equipment. . . . . . 1 -
----------- -----------
Net cash used in investing activities . . . . . . . . . (40) (1,032)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock options exercised . . . . . . . . . . . . - 651
Proceeds from short term senior debt financing. . . . . - 200
Payments of subordinated debt . . . . . . . . . . . . . (578) -
Payments of short term senior debt financing . . . . . - (700)
Repayments to pledging arrangements . . . . . . . . . . - (59)
----------- -----------
Net cash provided by financing activities . . . . . . . (578) 92
----------- -----------
Impact of foreign currency on cash. . . . . . . . . . . (181) (76)
Net increase in cash and cash equivalents . . . . . . . 342 1,747
CASH AND CASH EQUIVALENTS, beginning of period. . . . . . . 1,543 261
----------- -----------
CASH AND CASH EQUIVALENTS, end of period. . . . . . . . . . $ 1,885 $ 2,008
=========== ===========
SUPPLEMENTAL CASH FLOW DISCLOSURES:
Cash paid for interest. . . . . . . . . . . . . . . . $ 578 $ 60
Cash paid for income taxes. . . . . . . . . . . . . . 767 262
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock and warrant accretions. . . . . . . . . . . . . 13 13
Preferred stock dividends accrued . . . . . . . . . . 109 719
See accompanying notes to condensed consolidated financial statements.
6
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED MARCH 31, 2004
(Unaudited)
A. FINANCIAL CONDITION
At March 31, 2004, the Company had working capital of $7,505,000, including
a cash balance of $1,885,000. For the quarter ended March 31, 2004, the
Company's net cash provided by operating activities was $1,141,000. The Company
believes it has sufficient liquidity to meet its current working capital
requirements for the next twelve months.
The Company generates its revenues from prevention and emergency response
services. Response services are generally associated with a specific well
control emergency or critical "event" whereas prevention services are generally
"non-event" related. The frequency and scale of occurrence for response
services varies widely and is inherently unpredictable. There is no statistical
correlation between common market activity indicators such as commodity pricing,
activity forecasts, E&P operating budgets and resulting response revenues.
Non-event services provide a more predictable base of revenue volume.
Historically the Company has relied upon event driven services as the primary
source of its operating revenues, but more recently the Company's strategy has
been to achieve greater balance between event and non-event service revenues.
While the Company has successfully improved this balance, a significant level of
event related services is still a required source of revenues and operating
income for the Company.
The Company has temporarily demobilized pending the transition to the new
contract for the RIO program in Iraq. Currently, it is unclear when the Company
will re-mobilize its personnel although the Company remains positioned to
continue its previous work and respond immediately whenever an emergency arises
in Iraq. The Company relied heavily on the original contract to generate income
and cash flow in 2003.
On March 31, 2004, the Company had $698,000 cash and $2,217,000 accounts
receivable attributable to its Venezuelan operation. Effective February 5, 2004
the exchange rate changed from 1,600 to 1,920 Bolivars to the U.S. dollar. The
Company has taken a charge to equity under the caption "foreign currency
translation loss" for approximately $449,000 during the first quarter of 2004 to
reflect the devaluation of the Bolivar. Venezuela has also been added to the
U.S. government's "watch list" for highly inflationary economies. The Venezuelan
government has made it very difficult for US dollars to be repatriated. If this
problem continues it could have a negative impact on the Company's liquidity.
B. BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements of
the Company have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X. They do not include all information and
notes required by generally accepted accounting principles for complete annual
financial statements. The accompanying condensed consolidated financial
statements include all adjustments, including normal recurring accruals, which,
in the opinion of management, are necessary in order to make the condensed
consolidated financial statements not misleading. The unaudited condensed
consolidated financial statements and notes thereto and the other financial
information contained in this report should be read in conjunction with the
audited financial statements and notes in the Company's annual report on Form
10-K for the year ended December 31, 2003, and those reports filed previously
with the Securities and Exchange Commission ("SEC"). The results of operations
for the three-month period ended March 31, 2004 are not necessarily indicative
of the results to be expected for the full year. On August 19, 2003, the
Company's stockholders voted in favor of a one for four reverse stock spit,
effective October 2, 2003. All of the share numbers and per share numbers have
been restated to reflect this reverse split. Certain reclassifications have
been made in the prior period consolidated financial statements to conform to
current year presentation.
7
C. STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation granted under its
long-term incentive plan using the intrinsic value method prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" and related interpretations. Stock-based compensation expenses
associated with option grants were not recognized in the net income (loss) for
the three month periods ended March 31, 2004 and 2003, as all options granted
had exercise prices equal to the market value of the underlying common stock on
the dates of grant. The following table illustrates the effect on net income
(loss) and earnings (loss) per share if the Company had applied the fair value
recognition provisions of Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation":
THREE MONTHS ENDED
(000'S)
MARCH 31, 2004 MARCH 31, 2003
---------------- ----------------
Net income (loss) attributable to
common stockholders as reported . $ (114) $ 2,581
Less total stock based employee
compensation expense determined
under fair value method for all
awards, net of tax related effects. 15 64
---------------- ----------------
Pro forma net income (loss)
attributable to common stockholders . $ (129) $ 2,517
---------------- ----------------
Basic net income (loss) per share
As reported . . . . . . . . . . $ 0.00 $ 0.19
Pro forma . . . . . . . . . . . $ 0.00 $ 0.19
Diluted net income (loss) per share
As reported . . . . . . . . . . $ 0.00 $ 0.14
Pro forma . . . . . . . . . . . $ 0.00 $ 0.14
D. RECENTLY ISSUED ACCOUNTING STANDARDS
In January 2003, the FASB issued Interpretation No. 46, Consolidation of
Variable Interest Entities, and
subsequently revised the Interpretation in December 2003 (FIN 46R). This
Interpretation of Accounting Research
Bulletin No. 51, Consolidated Financial Statements, addresses consolidation by
business enterprises of variable
interest entities, which have certain characteristics. As revised, FIN 46R is
now generally effective for financial
statements for interim or annual periods ending on or after March 15, 2004. We
adopted the provisions of FIN 46R effective January 1, 2004 with no material
impact on our consolidated financial statements.
E. DISCONTINUED OPERATIONS
On June 30, 2002, the Company formalized a plan to sell the assets of its
Special Services and Abasco operations. The sales proceeds were approximately
$1,041,000. The operations of these two companies are reflected as discontinued
operations on the condensed consolidated statements of operations and as assets
and liabilities of discontinued operations on the condensed consolidated balance
sheets.
8
The following represents a condensed detail of assets and liabilities for
discontinued operations adjusted for write-downs:
MARCH 31, DECEMBER 31,
2004 2003
(000'S) (000'S)
Receivables - net . . . $ - $ 3
----------- --------------
Total assets. . . $ - $ 3
=========== ==============
Accounts payable. . . . $ - $ 149
Accrued liabilities . . 56 60
----------- --------------
Total liabilities $ 56 $ 209
=========== ==============
Reconciliation of change in net asset value of discontinued operations:
Balance of net liability of discontinued
operations at December 31, 2003 $(206)
Payments of liabilities 150
------
Balance of net liability of discontinued operations
at March 31, 2004 $ (56)
======
F. LONG-TERM DEBT AND NOTES PAYABLE
As of March 31, 2004 and the date hereof, the Company was in compliance
with all of its loan agreements. The December 2000 refinancing of the Company's
debt with Prudential qualified as a troubled debt restructuring under the
provisions of SFAS 15. As a result of the application of this accounting
standard, the total indebtedness due to Prudential, inclusive of accrued
interest, was reduced by the cash and fair market value of securities
(determined by independent appraisal) issued by the Company, and the residual
balance of the indebtedness was recorded as the new carrying value of the
subordinated note due to Prudential. Consequently, the $7,200,000 face value of
the 11.28% Senior Subordinated Note was recorded on the Company's balance sheet
at $11,520,000. The additional carrying value of the debt effectively represents
an accrual of future interest expense due on the face value of the subordinated
note due to Prudential. The remaining excess of amounts previously due
Prudential over the new carrying value was $2,444,000 and was recognized as an
extraordinary gain. The face value of the note as of March 31, 2004 totaled
$11,147,000 including $1,512,000 of accrued and unpaid interest through March
31, 2004.
On April 9, 2002, the Company entered into a loan participation agreement
under which it borrowed an additional $750,000 under its existing Senior Secured
Loan Facility with Specialty Finance Fund I, LLC. This Loan Facility was
acquired by San Juan Investments on that day. The effective interest rate of
the participation is 11% after taking into account rate adjustment fees. The
Company also paid 3% of the borrowed amount in origination fees, paid closing
expenses and issued 25,000 shares of common stock to the participation lender at
closing. The participation had an initial maturity of 90 days, which was
extended for an additional 90 days at the Company's option. The Company issued
an additional 25,000 shares of common stock to the participation lender to
extend the maturity date. On October 9, 2002, the loan extension period
matured. On November 11, 2003, the Company and its senior lender executed an
agreement extending the term of the loan to 24 months at 11% interest, paid
quarterly.
Substantially all of the Company's assets are pledged as collateral under
the Senior Secured Loan Facility.
9
G. COMMITMENTS AND CONTINGENCIES
On March 27, 2003, a lawsuit styled Gateway Ridgecrest Inc. vs. Boots &
Coots International Well Control, Inc. was filed against the Company in the
281st Judicial Court, Harris County, Texas, alleging default by the Company
under a Lease Agreement dated May 4, 1998 (the "Lease Agreement") by and between
Plaintiff and the Company. The leased premises are located at 777 Post Oak
Boulevard, Houston, Harris County, Texas 77056. Plaintiff seeks recovery of:
(a) rent past due, future rent, common area maintenance charges, taxes,
insurance, late charges and other charges proven up through the end of the term
of the lease; (b) prejudgment and post-judgment interest on the amounts awarded
at the maximum lawful rate; (c) attorney's fees, together with interest
thereon; and (d) costs of suit. The Company has accrued a reserve estimated by
management to be sufficient to cover its exposure to this lawsuit. The Company
filed its answer generally denying Plaintiff's claims and asserting the
affirmative defenses of surrender and termination, estoppel and waiver. Both
parties have responded to written discovery. Plaintiff filed a partial motion
for summary judgment relating to the Company's liability under the Lease
Agreement. The hearing on Plaintiff's motion for summary judgment was held on
March 12, 2004. On April 9, 2004, the court denied the Plaintiff's motion for
summary judgment. The Company intends to vigorously defend this matter.
In September 1999, a lawsuit styled Jerry Don Calicutt, Jr., et al., v.
Larry H. Ramming, et al., was filed against the Company, certain of its
subsidiaries, Larry H. Ramming, Charles Phillips, certain other employees of the
Company, and several entities affiliated with Larry H. Ramming in the 269th
Judicial District Court, Harris County, Texas. The plaintiffs alleged various
causes of action, including fraud, breach of contract, breach of fiduciary duty
and other intentional misconduct relating to the acquisition of stock of a
corporation by the name of Emergency Resources International, Inc. ("ERI") by a
corporation affiliated with Larry H. Ramming and the circumstances relating to
the founding of the Company. In July 2002, the Company agreed to pay $500,000
in cash in four installments, the last installment being due in January 2003, in
partial settlement of the plaintiffs' claims against all of the defendants. As
to the remaining claims, the defendants filed motions for summary judgment. On
September 24, 2002 the court granted the defendants' motions for summary
judgment. The Company had defaulted on the settlement after paying one
installment of $100,000 but has since resettled the case on behalf of all Boots
& Coots entities and all employees of the Company by paying the remaining unpaid
$400,000 in March 2003 in exchange for full and final release by all plaintiffs
from any and all claims related to the subject of the case. On September 24,
2003, Defendants Larry H. Ramming, Buckingham Funding Corporation and Buckingham
Capital Corporation filed a Cross-Claim for Indemnification against the Company
and its subsidiary, IWC Services, Inc., alleging that the Company and IWC
Services, Inc. owed indemnification to said Defendants for the Plaintiffs'
claims that still remain against said Defendants. The Company denies any
indemnification obligation and intends to vigorously defend the matter.
The Company is involved in or threatened with various other legal
proceedings from time to time arising in the ordinary course of business. The
Company does not believe that any liabilities resulting from any such
proceedings will have a material adverse effect on its operations or financial
position.
H. EARNINGS PER SHARE
Basic and diluted income (loss) per common share is computed by dividing
net income (loss) attributable to common stockholders by the weighted average
common shares outstanding. On October 2, 2003, the Company had a reverse one
for four stock split. All share numbers, prices and earnings per share have
been conformed to the post split presentation throughout this document.
10
The weighted average number of shares used to compute basic and diluted earnings
per share for the quarter ended March 31, 2004 and 2003 is illustrated below (in
thousands):
For the three months ended
-------------------------------
March 31,
-------------------------------
2004 2003
---------------- -------------
Numerator:
For basic and diluted earnings per share:
Net Income(loss) from continuing
operations attributable to common
stockholders $ (114) $ 2,581
================ =============
Denominator:
For basic earnings per share-
Weighted-average shares 27,300 13,495
Effect of dilutive securities:
Senior convertible debt - 332
Convertible preferred stock - 4,233
Stock options and warrants - 1
---------------- -------------
Denominator:
For diluted earnings per share -
Weighted-average shares 27,300 18,061
================ =============
The exercise price of the Company's stock options and stock warrants varies
from $0.88 to $5.00 per share. The Company's convertible securities have a
conversion price of $3.00. Assuming that the exercise and conversions are made
at the lowest price provided under the terms of their agreements, the maximum
number of potentially dilutive securities at March 31, 2004 would include: (1)
823,000 common shares issuable upon exercise of stock options, (2) 6,719,000
common shares issuable upon exercise of stock purchase warrants, (3) 240,000
shares of stock to be issued as compensation over a four year vesting period as
earned, and (4) 113,000 common shares issuable upon conversion of convertible
preferred stock. The actual number may be substantially less depending on the
market price of the Company's common stock at the time of conversion.
I. BUSINESS SEGMENT INFORMATION
The current segments are Prevention and Response. Intercompany transfers
between segments were not material. The accounting policies of the operating
segments are the same as those described in the summary of significant
accounting policies. For purposes of this presentation, general and corporate
expenses have been allocated between segments pro rata based on relative
revenues. Special Services and Abasco are presented as discontinued operations
in the condensed consolidated financial statements and are therefore excluded
from the segment information for all periods presented.
The Prevention segment consists of "non-event" services that are designed
to reduce the number and severity of critical well events to oil and gas
operators. The scope of these services include training, contingency planning,
well plan reviews, services associated with the Company's Safeguard programs and
services in conjunction with the WELLSURE(R) risk management program. All of
these services are designed to significantly reduce the risk of a well blowout
or other critical response event.
The Response segment consists of personnel and equipment services provided
during an emergency response such as a critical well event or a hazardous
material response. These services are designed to minimize response time and
damage while maximizing safety.
11
Information concerning operations in the two business segments for the
three months ended March 31, 2004 and 2003 is presented below (in thousands).
PREVENTION RESPONSE CONSOLIDATED
------------ --------- -------------
THREE MONTHS ENDED MARCH 31, 2004:
Operating Revenues . . . . . . . $ 2,126 $ 2,285 $ 4,411
Operating Income . . . . . . . . (221) 552 331
Identifiable Operating Assets. . 7,596 8,162 15,758
Capital Expenditures . . . . . . - 41 41
Depreciation and Amortization. . 114 135 249
Interest Expense and Other . . . (50) 50 -
THREE MONTHS ENDED MARCH 31, 2003:
Operating Revenues . . . . . . . $ 8,659 $ 2,272 $ 10,931
Operating Income . . . . . . . . 2,978 1,049 4,027
Identifiable Operating Assets. . 7,922 2,078 10,000
Capital Expenditures . . . . . . 817 215 1,032
Depreciation and Amortization. . 194 51 245
Interest Expense and Other . . . 337 88 425
For the three month periods ended March 31, 2004, the Company's revenue mix
between domestic and foreign sales were domestic 33%, foreign 67%. For the
three month periods ended March 31, 2003, the Company's revenue mix between
domestic and foreign sales were domestic 80%, foreign 20%.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides safe harbor
provisions for forward-looking information. Forward-looking information is
based on projections, assumptions and estimates, not historical information.
Some statements in this Form 10-Q are forward-looking and use words like "may,"
"may not," "believes," "do not believe," "expects," "do not expect," "do not
anticipate," and other similar expressions. We may also provide oral or written
forward-looking information on other materials we release to the public.
Forward-looking information involves risks and uncertainties and reflects our
best judgment based on current information. Our results of operations can be
affected by inaccurate assumptions we make or by known or unknown risks and
uncertainties. In addition, other factors may affect the accuracy of our
forward-looking information. As a result, no forward-looking information can be
guaranteed. Actual events and results of operations may vary materially.
While it is not possible to identify all factors, we face many risks and
uncertainties that could cause actual results to differ from our forward-looking
statements including those contained in this 10-Q, our press releases and our
Forms 10-Q, 8-K and 10-K filed with the United States Securities and Exchange
Commission. We do not assume any responsibility to publicly update any of our
forward-looking statements regardless of whether factors change as a result of
new information, future events or for any other reason.
OVERVIEW
The Company consists of two operating segments, Prevention and Response.
The accounting policies of the operating segments are the same as those
described in the summary of significant accounting policies. For purposes of
this presentation, general and corporate expenses have been allocated between
segments pro rata based on relative revenues. Special Services are presented as
discontinued operations in the condensed consolidated financial statements and
are therefore excluded from the segment information for all periods presented.
12
The Prevention segment consists of "non-event" services that are designed
to reduce the number and severity of critical well events to oil and gas
operators. The scope of these services include training, contingency planning,
well plan reviews, services associated with the Company's Safeguard programs and
services in conjunction with the WELLSURE(R) risk management program. All of
these services are designed to significantly reduce the risk of a well blowout
or other critical response event.
The Response segment consists of personnel and equipment services provided
during an emergency response such as a critical well event or a hazardous
material response. These services are designed to minimize response time and
damage while maximizing safety.
AMERICAN STOCK EXCHANGE LISTING
The Company received a letter dated April 27, 2004 from the American Stock
Exchange (AMEX) confirming that the Company is in compliance with the continued
listing standards of AMEX.
CRITICAL ACCOUNTING POLICIES
In response to the SEC's Release No. 33-8040, "Cautionary Advice Regarding
Disclosure about Critical Accounting Policies," the Company has identified the
accounting principles which it believes are most critical to the reported
financial status by considering accounting policies that involve the most
complex or subjective decisions or assessment. The Company identified its most
critical accounting policies to be those related to revenue recognition,
allowance for doubtful accounts and income taxes.
Revenue Recognition - Revenue is recognized on the Company's service
contracts primarily on the basis of contractual day rates as the work is
completed. On a small number of turnkey contracts, revenue may be recognized on
the percentage-of-completion method based upon costs incurred to date and
estimated total contract costs. Revenue and cost from product and equipment
sales is recognized upon customer acceptance and contract completion.
Contract costs include all direct material and labor costs and those
indirect costs related to contract performance, such as indirect labor, related
workman's compensation insurance, supplies, tools, repairs and depreciation
costs. General and administrative costs are charged to expense as incurred.
Provisions for estimated losses on uncompleted contracts are made in the period
in which such losses are determined.
The Company recognizes revenues under the WELLSURE(R) program as follows:
(a) initial deposits for pre-event type services are recognized ratably over the
life of the contract period, typically twelve months, (b) revenues and billings
for pre-event type services provided are recognized when the insurance carrier
has billed the operator and the revenues become determinable and (c) revenues
and billings for contracting and event services are recognized based upon
predetermined day rates of the Company and sub-contracted work as incurred.
Allowance for Doubtful Accounts - The Company performs ongoing evaluations
of its customers and generally does not require collateral. The Company
assesses its credit risk and provides an allowance for doubtful accounts for any
accounts which it deems doubtful of collection.
Income Taxes - The Company accounts for income taxes pursuant to the SFAS
No. 109 "Accounting For Income Taxes," which requires recognition of deferred
income tax liabilities and assets for the expected future tax consequences of
events that have been recognized in the Company's financial statements or tax
returns. Deferred income tax liabilities and assets are determined based on the
temporary differences between the financial statement carrying amounts and the
tax bases of existing assets and liabilities and available tax carry forwards.
13
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with
the unaudited condensed consolidated financial statements and notes thereto and
the other financial information included in this report and contained in the
Company's periodic reports previously filed with the SEC.
Information concerning operations in different business segments for the
three months ended March 31, 2004 and 2003 is presented below. Certain
reclassifications have been made to the prior periods to conform to the current
presentation.
THREE MONTHS ENDED
MARCH 31,
(000'S)
2004(1) 2003(1)
----------- -----------
REVENUES
Prevention. . . . . . . . . . . . . . . . . $ 2,126 $ 8,659
Response. . . . . . . . . . . . . . . . . . 2,285 2,272
----------- -----------
$ 4,411 $ 10,931
----------- -----------
COST OF SALES
Prevention. . . . . . . . . . . . . . . . . $ 963 $ 3,308
Response. . . . . . . . . . . . . . . . . . 471 655
----------- -----------
$ 1,434 $ 3,963
----------- -----------
OPERATING EXPENSES
Prevention. . . . . . . . . . . . . . . . . $ 882 $ 1,516
Response. . . . . . . . . . . . . . . . . . 711 343
----------- -----------
$ 1,593 $ 1,859
----------- -----------
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Prevention. . . . . . . . . . . . . . . . . $ 388 $ 663
Response. . . . . . . . . . . . . . . . . . 416 174
----------- -----------
$ 804 $ 837
----------- -----------
DEPRECIATION AND AMORTIZATION
Prevention. . . . . . . . . . . . . . . . . $ 114 $ 194
Response. . . . . . . . . . . . . . . . . . 135 51
----------- -----------
$ 249 $ 245
----------- -----------
OPERATING INCOME (LOSS)
Prevention. . . . . . . . . . . . . . . . . $ (221) $ 2,978
Response. . . . . . . . . . . . . . . . . . 552 1,049
----------- -----------
$ 331 $ 4,027
----------- -----------
_________________________________
(1) Operating, selling, general and administrative, and depreciation have
been allocated pro rata among segments based upon relative revenues.
COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2004 WITH THE THREE MONTHS ENDED
MARCH 31, 2003
Revenues
Prevention revenues were $2,126,000 for the quarter ended March 31, 2004,
compared to $8,659,000 for the quarter ended March 31, 2003, representing a
decrease of $6,533,000 (75%) in the current quarter. The majority of the
decrease during the quarter was the result of a $6,629,000 equipment sale in
connection with operations in Iraq provided by the Company's SafeGuard program
in 2003. Increases in revenue from new accounts for the Company's WELLSURE(R)
CANADA risk management program and an increase in Venezuela revenues were
slightly offset by a decrease in other international SafeGuard services in the
quarter.
Response revenues were $2,285,000 for the quarter ended March 31, 2004,
compared to $2,272,000 for the quarter ended March 31, 2003, an increase of
$13,000 (1%) in the current year. This increase was the result of response
14
services related to lead contractor services in Iraq during the 2004 quarter.
This increase was partially offset by reduced demand for domestic response
services during the current quarter.
Cost of Sales
Prevention cost of sales were $963,000 for the quarter ended March 31,
2004, compared to $3,308,000 for the quarter ended March 31, 2003, a decrease of
$2,345,000 (71%) in the current quarter. The decrease was a result of
replacement equipment costs incurred in the 2003 quarter related to the
previously mentioned equipment sales in 2003. The cost of the equipment sold in
2003 is based on the purchase price of new assets bought and resold and the net
book value of the Company's equipment sold. This decrease was partially offset
by higher subcontractor costs in the Venezuelan operations in the current
quarter because the Company is acting as a general contractor for one of its
larger contracts.
Response cost of sales were $471,000 for the quarter ended March 31, 2004,
compared to $655,000 for the quarter ended March 31, 2003, a decrease of
$184,000 (28%) in the current quarter. The decrease was the result of lower
mobilization costs than in the 2003 quarter in which the Company deployed
resources to Kuwait and Iraq.
Operating Expenses
Consolidated operating expenses were $1,593,000 for the quarter ended March
31, 2004, compared to $1,859,000 for the quarter ended March 31, 2003, a
decrease of $266,000 (14%) in the current quarter. The higher 2003 expenses
were primarily the result of higher key man insurance costs, bonuses and
mobilization costs related to the equipment sale and deployment to Kuwait and
Iraq. As previously footnoted on the segmented financial table, operating
expenses have been allocated pro rata among the segments on the basis of
relative revenue.
Selling, General and Administrative Expenses
Consolidated selling, general and administrative expenses were $804,000 for
the quarter ended March 31, 2004, compared to $837,000 for the quarter ended
March 31, 2003, a decrease of $33,000 (4%) from the prior quarter. The decrease
was a result of lower non-legal professional fees in 2004 which were partially
offset by amortization of certain employee incentive bonuses incurred in
September of 2003. As previously footnoted on the segmented financial table,
corporate selling, general and administrative expenses have been allocated pro
rata among the segments on the basis of relative revenue.
Depreciation and Amortization
Consolidated depreciation and amortization expense was relatively
consistent between the quarters ended March 31, 2004 and 2003.
15
Interest Expense and Other Expenses (Income), Including Finance Costs
The change in interest and other expenses (income) of zero for the quarter
ended March 31, 2004, as compared to the prior year's quarter is set forth in
the table below (in thousands):
For the Three Months Ended
---------------------------------
March 31, 2004 March 31, 2003
---------------- ---------------
Financing fees - 79
Interest expense - senior debt 29 77
Interest on subordinated notes 73 265
(Gain) on foreign exchange (97) -
Other (5) 4
---------------- ---------------
Total Interest and Other $ - $ 425
---------------- ---------------
Income Tax Expense
Income taxes for the quarter ended March 31, 2004 and 2003 were $323,000
and $304,000, respectively, and are a result of taxable income in the Company's
foreign operations.
Discontinued Operations
Income from discontinued operations was zero and $15,000 in the 2004 and
2003 quarter, respectively.
LIQUIDITY AND CAPITAL RESOURCES/INDUSTRY CONDITIONS
LIQUIDITY
At March 31, 2004, the Company had working capital of $7,505,000,
including a cash balance of $1,885,000. For the quarter ended March 31, 2004,
the Company's net cash provided by operating activities was $1,141,000. The
Company believes it has sufficient liquidity to meet its current working capital
requirements for the next twelve months.
The Company generates its revenues from prevention and emergency response
services. Response services are generally associated with a specific well
control emergency or critical "event" whereas prevention services are generally
"non-event" related. The frequency and scale of occurrence for response
services varies widely and is inherently unpredictable. There is no statistical
correlation between common market activity indicators such as commodity pricing,
activity forecasts, E&P operating budgets and resulting response revenues.
Non-event services provide a more predictable base of revenue volume.
Historically the Company has relied upon event driven services as the primary
source of its operating revenues, but more recently the Company's strategy has
been to achieve greater balance between event and non-event service revenues.
While the Company has successfully improved this balance, a significant level of
event related services is still a required source of revenues and operating
income for the Company.
The Company has temporarily demobilized pending the transition to the new
contract for the RIO program in Iraq. Currently, it is unclear when the Company
will re-mobilize its personnel although the Company remains positioned to
continue its previous work and respond immediately whenever an emergency arises
in Iraq. The Company relied heavily on the original contract to generate income
and cash flow in 2003.
On March 31, 2004, the Company had $698,000 cash and $2,217,000 accounts
receivable attributable to its Venezuelan operation. Effective February 5, 2004
the exchange rate changed from 1,600 to 1,920 Bolivars to the U.S. dollar. The
Company has taken a charge to equity under the caption "foreign currency
translation loss" for approximately $449,000 during the first quarter of 2004 to
reflect the devaluation of the Bolivar. Venezuela has also been added to the
16
U.S. government's "watch list" for highly inflationary economies. The Venezuelan
government has made it very difficult for US dollars to be repatriated. If this
problem continues in the future it could have a negative impact on the Company's
liquidity.
DISCLOSURE OF ON AND OFF BALANCE SHEET DEBTS AND COMMITMENTS:
FUTURE COMMITMENTS (000'S)
--------------------------------------------------------------------
DESCRIPTION TOTAL LESS THAN 1 YEAR 1-3YEARS 3-5 YEARS MORE THAN 5 YEARS
------- ----------------- --------- ---------- -----------------
Long and short term
debt and notes
payable (1) $11,897 $ 1,156 $ 10,741 - -
Future minimum lease
payments $ 63 $ 12 $ 48 $ 3 -
--------------------- ------- ----------------- --------- ---------- -----------------
Total commitments $11,960 $ 1,168 $ 10,789 $ 3 -
--------------------- ------- ----------------- --------- ---------- -----------------
(1) Accrued interest totaling $1,512,000 is included in the Company's
12% Senior Subordinated Notes at March 31, 2004 due to the accounting
for a troubled debt restructuring during 2000. This amount is included
in the above presentation. Accrued interest calculated through March
31, 2003 is deferred for payment until December 30, 2005. Payments on
accrued interest after December 31, 2003 will continue quarterly until
December 30, 2005.
Credit Facilities/Capital Resources
FINANCIAL IMPROVEMENTS.
As of March 31, 2004 and the date hereof, the Company was in compliance
with all of its loan agreements. The December 2000 refinancing of the Company's
debt with Prudential qualified as a troubled debt restructuring under the
provisions of SFAS 15. As a result of the application of this accounting
standard, the total indebtedness due to Prudential, inclusive of accrued
interest, was reduced by the cash and fair market value of securities
(determined by independent appraisal) issued by the Company, and the residual
balance of the indebtedness was recorded as the new carrying value of the
subordinated note due to Prudential. Consequently, the $7,200,000 face value of
the 11.28% Senior Subordinated Note was recorded on the Company's balance sheet
at $11,520,000. The additional carrying value of the debt effectively represents
an accrual of future interest expense due on the face value of the subordinated
note due to Prudential. The remaining excess of amounts previously due
Prudential over the new carrying value was $2,444,000 and was recognized as an
extraordinary gain. The face value of the note as of March 31, 2004 totaled
$11,147,000 including $1,512,000 of accrued and unpaid interest through March
31, 2004.
On April 9, 2002, the Company entered into a loan participation agreement
under which it borrowed an additional $750,000 under its existing Senior Secured
Loan Facility with Specialty Finance Fund I, LLC. This Loan Facility was
acquired by San Juan Investments on that day. The effective interest rate of
the participation is 11% after taking into account rate adjustment fees. The
Company also paid 3% of the borrowed amount in origination fees, paid closing
expenses and issued 25,000 shares of common stock to the participation lender at
closing. The participation had an initial maturity of 90 days, which was
extended for an additional 90 days at the Company's option. The Company issued
an additional 25,000 shares of common stock to the participation lender to
extend the maturity date. On October 9, 2002, the loan extension period
matured. On November 11, 2003, the Company and its senior lender executed an
agreement extending the term of the loan to 24 months at 11% interest, paid
quarterly.
17
Substantially all of the Company's assets are pledged as collateral under
the Senior Secured Loan Facility.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company's debt consists of both fixed-interest and variable-interest
rate debt; consequently, the Company's earnings and cash flows, as well as the
fair values of its fixed-rate debt instruments, are subject to interest-rate
risk. The Company has performed sensitivity analyses to assess the impact of
this risk based on a hypothetical 10% increase in market interest rates. Market
rate volatility is dependent on many factors that are impossible to forecast,
and actual interest rate increases could be more severe than the hypothetical
10% increase.
The Company estimates that if prevailing market interest rates had been 10%
higher during the three months ended March 31, 2004 and March 31, 2003, and all
other factors affecting the Company's debt remained the same, pretax earnings
would have been lower by approximately zero and $17,000 respectively. With
respect to the fair value of the Company's fixed-interest rate debt, if
prevailing market interest rates had been 10% higher at the quarter ended March
31, 2004 and 2003 and all other factors affecting the Company's debt remained
the same, the fair value of the Company's fixed-rate debt, as determined on a
present-value basis, would have been lower by approximately $10,000 and $7,000
at March 31, 2004 and 2003, respectively. Given the composition of the
Company's debt structure, the Company does not, for the most part, actively
manage its interest rate risk.
ITEM 4. CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management,
including our chief executive officer and principal accounting officer, we
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as such term is defined under Rule 13a-15(e)
under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
as of March 31, 2004. Based on their evaluation, our chief executive officer
and chief financial officer concluded that the Company's disclosure controls and
procedures are effective. During the period covered by this report, there were
no changes in our internal control over financial reporting, as such term is
defined under Rule 13a-15(f) of the Exchange Act, that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
On March 27, 2003, a lawsuit styled Gateway Ridgecrest Inc. vs. Boots &
Coots International Well Control, Inc. was filed against the Company in the
281st Judicial Court, Harris County, Texas, alleging default by the Company
under a Lease Agreement dated May 4, 1998 (the "Lease Agreement") by and between
Plaintiff and the Company. The leased premises are located at 777 Post Oak
Boulevard, Houston, Harris County, Texas 77056. Plaintiff seeks recovery of:
(a) rent past due, future rent, common area maintenance charges, taxes,
insurance, late charges and other charges proven up through the end of the term
of the lease; (b) prejudgment and post-judgment interest on the amounts awarded
at the maximum lawful rate; (c) attorney's fees, together with interest
thereon; and (d) costs of suit. The Company has accrued a reserve estimated by
management to be sufficient to cover its exposure to this lawsuit. The Company
filed its answer generally denying Plaintiff's claims and asserting the
affirmative defenses of surrender and termination, estoppel and waiver. Both
parties have responded to written discovery. Plaintiff filed a partial motion
for summary judgment relating to the Company's liability under the Lease
Agreement. The hearing on Plaintiff's motion for summary judgment was held on
March 12, 2004. On April 9, 2004, the court denied the Plaintiff's motion for
summary judgment. The Company intends to vigorously defend this matter.
In September 1999, a lawsuit styled Jerry Don Calicutt, Jr., et al., v.
Larry H. Ramming, et al., was filed against the Company, certain of its
subsidiaries, Larry H. Ramming, Charles Phillips, certain other employees of the
Company,
18
and several entities affiliated with Larry H. Ramming in the 269th Judicial
District Court, Harris County, Texas. The plaintiffs alleged various causes of
action, including fraud, breach of contract, breach of fiduciary duty and other
intentional misconduct relating to the acquisition of stock of a corporation by
the name of Emergency Resources International, Inc. ("ERI") by a corporation
affiliated with Larry H. Ramming and the circumstances relating to the founding
of the Company. In July 2002, the Company agreed to pay $500,000 in cash in
four installments, the last installment being due in January 2003, in partial
settlement of the plaintiffs' claims against all of the defendants. As to the
remaining claims, the defendants filed motions for summary judgment. On
September 24, 2002 the court granted the defendants' motions for summary
judgment. The Company had defaulted on the settlement after paying one
installment of $100,000 but has since resettled the case on behalf of all Boots
& Coots entities and all employees of the Company by paying the remaining unpaid
$400,000 in March 2003 in exchange for full and final release by all plaintiffs
from any and all claims related to the subject of the case. On September 24,
2003, Defendants Larry H. Ramming, Buckingham Funding Corporation and Buckingham
Capital Corporation filed a Cross-Claim for Indemnification against the Company
and its subsidiary, IWC Services, Inc., alleging that the Company and IWC
Services, Inc. owed indemnification to said Defendants for the Plaintiffs'
claims that still remain against said Defendants. The Company denies any
indemnification obligation and intends to vigorously defend the matter.
The Company is involved in or threatened with various other legal
proceedings from time to time arising in the ordinary course of business. The
Company does not believe that any liabilities resulting from any such
proceedings will have a material adverse effect on its operations or financial
position.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On March 31, 2004, 60,000 shares were issued pursuant to an employment
agreement with the Company's CEO.
This issuance is an exempt private placement pursuant to Section 4(2) of
the Securities Act of 1933.
ITEM 3. DEFAULT UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
Exhibit No. Document
------------ ----------------------------------------------------------------------------------
3.01 - Amended and Restated Certificate of Incorporation(1)
3.02 - Amendment to Certificate of Incorporation(2)
3.02(a) - Amendment to Certificate of Incorporation(3)
3.03 - Amended Bylaws(4)
4.01 - Specimen Certificate for the Registrant's Common
Stock(5)
19
Exhibit No. Document
------------ ----------------------------------------------------------------------------------
4.02 - Certificate of Designation of 10% Junior Redeemable
Convertible Preferred Stock(6)
4.03 - Certificate of Designation of Series A Cumulative Senior Preferred Stock(7)
4.04 - Certificate of Designation of Series B Convertible Preferred Stock(8)
4.05 - Certificate of Designation of Series C Cumulative Convertible Junior
Preferred Stock(9)
4.06 - Certificate of Designation of Series D Cumulative Junior Preferred Stock(10)
4.07 - Certificate of Designation of Series E Cumulative Senior Preferred Stock(11)
4.08 - Certificate of Designation of Series F Convertible Senior Preferred Stock(12)
4.09 - Certificate of Designation of Series G Cumulative Convertible Preferred Stock(13)
4.10 - Certificate of Designation of Series H Cumulative Convertible Preferred Stock(14)
10.01 - Alliance Agreement between IWC Services, Inc. and
Halliburton Energy Services, a division of Halliburton
Company(15)
10.02 - Open
10.03 - Open
10.04 - 1997 Incentive Stock Plan(18)
10.05 - Outside Directors' Option Plan
10.06 - Executive Compensation Plan
10.07 - Halliburton Center Sublease(19)
10.08 - Registration Rights Agreement dated July 23, 1998,
between Boots & Coots International Well Control, Inc. and
The Prudential Insurance Company of America(20)
10.09 - Participation Rights Agreement dated July 23, 1998, by
and among Boots & Coots International Well Control, Inc.,
The Prudential Insurance Company of America and certain
stockholders of Boots & Coots International Well Control,
Inc.(21)
10.10 - Common Stock Purchase Warrant dated July 23, 1998, issued to The Prudential
Insurance Company of America (22)
10.11 - Loan Agreement dated October 28, 1998, between Boots &
Coots International Well Control, Inc. and Comerica
Bank - Texas(23)
10.12 - Security Agreement dated October 28, 1998, between
Boots & Coots International Well Control, Inc. and Comerica
Bank - Texas(24)
10.13 - Executive Employment Agreement of Jerry Winchester (25)
10.14 - Open
10.15 - Office Lease for 777 Post Oak(26)
10.16 - Open
10.17 - Open
10.18 - Third Amendment to Loan Agreement dated April 21, 2000 (27)
10.19 - Fourth Amendment to Loan Agreement dated May 31, 2000(28)
10.20 - Fifth Amendment to Loan Agreement dated May 31, 2000(29)
10.21 - Sixth Amendment to Loan Agreement dated June 15, 2000(30)
10.22 - Seventh Amendment to Loan Agreement dated December 29, 2000(31)
10.23 - Subordinated Note Restructuring Agreement with The Prudential Insurance
Company of America dated December 28, 2000 (32)
10.25 - Preferred Stock and Warrant Purchase Agreement, dated April 15, 1999, with
Halliburton Energy Services, Inc. (33)
10.27 - Form of Warrant issued to Specialty Finance Fund I, LLC and to Turner, Voelker,
Moore (34)
20
Exhibit No. Document
------------ ----------------------------------------------------------------------------------
10.28 - Amended and Restated Purchase and Sale Agreement with National Oil Well, L.P. (35)
- Open
10.30 - 2000 Long Term Incentive Plan (36)
10.31 - Eighth Amendment to Loan Agreement dated April 12, 2002 (37)
10.32 - Ninth Amendment to Loan Agreement dated May 1, 2002 (38)
10.33 - 1st Amendment to Subordinated Note Restructuring Agreement with The Prudential
Insurance Company of America dated March 29, 2002 (39)
10.34 - 2nd Amendment to Subordinated Note Restructuring Agreement with The Prudential
Insurance Company of America dated June 29, 2002 (40)
10.35 - 3rd Amendment to Subordinated Note Restructuring Agreement with The Prudential
Insurance Company of America dated July 3, 2003 (41)
10.36 - 4th Amendment to Subordinated Note Restructuring Agreement with The Prudential
Insurance Company of America dated November 14, 2003 (42)
21.01 - List of subsidiaries(43)
*31.1 Sec.302 Certification by Jerry Winchester
*31.2 Sec.302 Certification by Kevin Johnson
*32.1 Sec.906 Certification by Jerry Winchester
*32.2 Sec.906 Certification by Kevin Johnson
*Filed herewith
(1) Incorporated herein by reference to exhibit 3.2 of Form 8-K filed August
13, 1997.
(2) Incorporated herein by reference to exhibit 3.3 of Form 8-K filed August
13, 1997.
(3) Incorporated herein by reference to exhibit 3.02(a) of Form 10-Q filed
November 14, 2001.
(4) Incorporated herein by reference to exhibit 3.4 of Form 8-K filed August
13, 1997.
(5) Incorporated herein by reference to exhibit 4.1 of Form 8-K filed August
13, 1997.
(6) Incorporated herein by reference to exhibit 4.08 of Form 10-QSB filed May
19, 1998.
(7) Incorporated herein by reference to exhibit 4.07 of Form 10-K filed July
17, 2000.
(8) Incorporated herein by reference to exhibit 4.08 of Form 10-K filed July
17, 2000.
(9) Incorporated herein by reference to exhibit 4.09 of Form 10-K filed July
17, 2000.
(10) Incorporated herein by reference to exhibit 4.10 of Form 10-K filed July
17, 2000.
(11) Incorporated herein by reference to exhibit 4.07 of Form 10-K filed April
2, 2001.
(12) Incorporated herein by reference to exhibit 4.08 of Form 10-K filed April
2, 2001.
(13) Incorporated herein by reference to exhibit 4.09 of Form 10-K filed April
2, 2001.
(14) Incorporated herein by reference to exhibit 4.10 of Form 10-K filed April
2, 2001.
(15) Incorporated herein by reference to exhibit 10.1 of Form 8-K filed August
13, 1997.
21
(16) Incorporated herein by reference to exhibit 10.33 of Form 10-Q filed August
16, 1999.
(17) Incorporated herein by reference to exhibit 10.4 of Form 8-K filed August
13, 1997.
(18) Incorporated herein by reference to exhibit 10.14 of Form 10-KSB filed
March 31, 1998.
(19) Incorporated herein by reference to exhibit 10.17 of Form 10-KSB filed
March 31, 1998.
(20) Incorporated herein by reference to exhibit 10.22 of Form 8-K filed August
7, 1998.
(21) Incorporated herein by reference to exhibit 10.23 of Form 8-K filed August
7, 1998.
(22) Incorporated herein by reference to exhibit 10.24 of Form 8-K filed August
7, 1998.
(23) Incorporated herein by reference to exhibit 10.25 of Form 10-Q filed
November 17, 1998.
(24) Incorporated herein by reference to exhibit 10.26 of Form 10-Q filed
November 17, 1998.
(25) Incorporated herein by reference to exhibit 10.13 of Form 10-K filed March
30, 2004.
(26) Incorporated herein by reference to exhibit 10.30 of Form 10-K filed April
15, 1999.
(27) Incorporated herein by reference to exhibit 10.38 of Form 10-K filed July
17, 2000.
(28) Incorporated herein by reference to exhibit 10.39 of Form 10-K filed July
17, 2000.
(29) Incorporated herein by reference to exhibit 10.40 of Form 10-K filed July
17, 2000.
(30) Incorporated herein by reference to exhibit 10.41 of Form 10-K filed July
17, 2000.
(31) Incorporated herein by reference to exhibit 99.1 of Form 8-K filed January
12, 2001.
(32) Incorporated herein by reference to exhibit 10.23 of Form 10-K filed April
2, 2001.
(33) Incorporated herein by reference to exhibit 10.42 of Form 10-K filed July
17, 2000.
(34) Incorporated herein by reference to exhibit 10.47 of Form 10-Q filed
November 14, 2000.
(35) Incorporated herein by reference to exhibit 2 of Form 8-K filed October 11,
2000.
(36) Incorporated herein by reference to exhibit 4.1 of Form S-8 filed April 30,
2001.
(37) Incorporated herein by reference to exhibit 10.31 of Form 10-Q filed
November 14, 2002.
(38) Incorporated herein by reference to exhibit 10.32 of Form 10-Q filed
November 14, 2002.
(39) Incorporated herein by reference to exhibit 10.33 of Form 10-Q filed May
14, 2003.
(40) Incorporated herein by reference to exhibit 10.34 of Form 10-Q filed August
14, 2003.
22
(41) Incorporated herein by reference to exhibit 10.35 of Form 10-Q filed
November 14, 2003.
(42) Incorporated herein by reference to exhibit 10.36 of Form 10-Q filed
November 14, 2003.
(43) Incorporated herein by reference to exhibit 21.01 of Form 10-Q filed May
14, 2003.
(b) Reports on Form 8-K
The Company filed an 8-K on March 30, 2004, filing its fiscal 2003 earnings
release.
The Company filed an 8-K on May 14, 2004, filing its first quarter 2004
earnings release.
23
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.
BOOTS & COOTS INTERNATIONAL WELL
CONTROL, INC.
By: /s/ JERRY WINCHESTER
----------------------------------
Jerry Winchester
Chief Executive Officer
By: /s/ KEVIN JOHNSON
----------------------------------
Kevin Johnson
Principal Accounting Officer
Date: May 17, 2004
24