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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2015

 

or

 

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File Number 001-36335

ENSERVCO CORPORATION

(Exact Name of registrant as Specified in its Charter)

 

 

Delaware		84-0811316
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
501 South Cherry St., Ste. 320 Denver, CO		80246
(Address of principal executive offices)		(Zip Code)

 

 

Registrant’s telephone number: (303) 333-3678

 

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 Enservco 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes 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  (Do not check if a smaller reporting company)	Smaller reporting company X

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).               Yes     No X

 

Indicate the number of shares outstanding of each of the Issuer's classes of common stock as of the latest practicable date.

 

Class	Outstanding at August 7, 2015
Common stock, $.005 par value	38,111,158

 

 

TABLE OF CONTENTS

 

 

 

Part I – Financial Information	Page
Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets	3
Condensed Consolidated Statements of Operations and Comprehensive Income	4
Condensed Consolidated Statements of Cash Flows	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures about Market Risk	32
Item 4. Controls and Procedures	32
Part II
Item 1. Legal Proceedings	33
Item 1A. Risk Factors	34
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	34
Item 3. Defaults Upon Senior Securities	34
Item 4. Mine Safety Disclosures	34
Item 5. Other Information	35
Item 6. Exhibits	35

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

ENSERVCO CORPORATION

Condensed Consolidated Balance Sheets

 

 

See notes to condensed consolidated financial statements.

 

  

ENSERVCO CORPORATION

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

 

 

See notes to condensed consolidated financial statements.

 

  

ENSERVCO CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

See notes to condensed consolidated financial statements.

 

 

ENSERVCO CORPORATION

Notes to the Condensed Consolidated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

  

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion provides information regarding the results of operations for the three and six month periods ended June 30, 2015 and 2014, and our financial condition, liquidity and capital resources as of June 30, 2015, and December 31, 2014. The financial statements and the notes thereto contain detailed information that should be referred to in conjunction with this discussion.

 

Forward-Looking Statements

 

The information discussed in this Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). All statements, other than statements of historical facts, included herein concerning, among other things, planned capital expenditures, future cash flows and borrowings, pursuit of potential acquisition opportunities, our financial position, business strategy and other plans and objectives for future operations, are forward-looking statements. These forward-looking statements are identified by their use of terms and phrases such as “may,” “expect,” “estimate,” “project,” “plan,” “believe,” “intend,” “achievable,” “anticipate,” “will,” “continue,” “potential,” “should,” “could,” and similar terms and phrases. Although we believe that the expectations reflected in these forward-looking statements are reasonable, they do involve certain assumptions, risks and uncertainties. Our results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, among others:      

 

●

capital requirements and uncertainty of obtaining additional funding on terms acceptable to us;

●

volatility of oil and natural gas prices, and the effect that lower prices may have on our customer’s demand for our services, the result of which may adversely impact our revenues and stockholders' equity;

●

a decline in oil or natural gas production, and the impact of general economic conditions on the demand for oil and natural gas and the availability of capital which may impact our ability to perform services for our customers;

●

the broad geographical diversity of our operations which, while expected to diversify the risks related to a slow-down in one area of operations, also adds significantly to our costs of doing business;

●

constraints on us as a result of our significant indebtedness, including restrictions imposed on us under the terms of our credit facility agreement and our ability to generate sufficient cash flows to repay our debt obligations;

●

our history of losses and working capital deficits which, at times, were significant;

●

adverse weather and environmental conditions;

●

reliance on a limited number of customers;

●

our ability to retain key members of our senior management and key technical employees;

●

impact of environmental, health and safety, and other governmental regulations, and of current or pending legislation with which we and our customers must comply;

●

developments in the global economy;

●

changes in tax laws;

●

the effects of competition;

●

the effect of seasonal factors;

●

the risks associated with the use of intellectual property that may be claimed by others and actual or potential litigation related thereto;

●

further sales or issuances of our common stock and the price and volume volatility of our common stock; and

●

our common stock’s limited and volatile trading history.

 

Finally, our future results will depend upon various other risks and uncertainties, including, but not limited to, those detailed in our filings with the SEC and in Part II, Item 1A of this Quarterly Report. For additional information regarding risks and uncertainties, please read our filings with the SEC under the Exchange Act and the Securities Act, including our Annual Report on Form 10-K for the fiscal year ended December 31, 2014. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements in this paragraph and elsewhere in this Quarterly Report. Other than as required under securities laws, we do not assume a duty to update these forward-looking statements, whether as a result of new information, subsequent events or circumstances, changes in expectations or otherwise.

 

 

BUSINESS OVERVIEW

 

Enservco Corporation, through its wholly-owned subsidiaries, provides well enhancement and fluid management services to the domestic onshore oil and natural gas industry. These services include frac water heating, hot oiling and acidizing (well enhancement services), and water hauling, fluid disposal, frac tank rental (fluid management services) and other general oilfield services. The Company, through its wholly-owned subsidiaries, owns and operates a fleet of more than 340 specialized trucks, trailers, frac tanks and other well-site related equipment and serves customers in several major domestic oil and gas fields including the DJ Basin/Niobrara field in Colorado, the Bakken field in North Dakota, the Marcellus and Utica Shale fields in Pennsylvania and Ohio, the Jonah Field, Green River and Powder River Basins in Wyoming, the Eagle Ford Shale in Texas, and the Mississippi Lime and Hugoton Fields in Kansas and Oklahoma.

 

The Company expects to continue to pursue its growth strategies of exploring additional acquisitions, potentially expanding the geographic areas in which it operates, and diversifying the products and services it provides to customers, as well as making further investments in its assets and equipment provided it can do so on reasonable terms and conditions. The Company will most likely require additional debt or equity financing to fund the costs necessary to expand the services it offers. There can be no assurance that the Company will be able to raise outside capital or have access to outside funding on reasonable terms, if at all.

 

RESULTS OF OPERATIONS

 

The following table shows selected financial data and operating results for the periods noted. Following the table, please see management’s discussion of significant changes.

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2015				2014				2015				2014
FINANCIAL RESULTS:
Revenues		$	5,702,549			$	7,294,856			$	24,842,046			$	32,536,901
Cost of Revenue			5,563,875				6,545,891				16,828,160				22,968,362
Gross Profit			138,674				748,965				8,013,886				9,568,539
Gross Margin			2	%			10	%			32	%			29	%
(Loss) Income From Operations		$	(2,341,734	)		$	(1,153,989	)		$	2,651,174			$	5,958,590
Net (Loss) Income		$	(1,614,511	)		$	(851,019	)		$	1,277,369			$	3,334,937
(Loss) Earnings per Common Share – Diluted		$	(0.04	)		$	(0.02	)		$	0.03			$	0.09
Diluted weighted average number of common shares outstanding			37,761,961				36,514,889				39,440,732				38,592,699
OTHER:
Adjusted EBITDA*		$	(621,488	)		$	(311,359	)		$	6,124,431			$	7,627,179
Adjusted EBITDA* Margin			-11	%			-4	%			25	%			23	%

 

*

Management believes that, for the reasons set forth below, Adjusted EBITDA (even though a non-GAAP measure) is a valuable measurement of the Company's liquidity and performance and is consistent with the measurements offered by other companies in Enservco's industry. See further discussion of our use of EBITDA, the risks of non-GAAP measures, and the reconciliation to Net Income, below.

 

 

Executive Summary

 

Revenues for the quarter ended June 30, 2015 declined $1.6 million, or 22%, to $5.7 million as compared to $7.3 million for the same quarter last year. Similar to the first quarter, a decline in propane prices combined with lower propane volumes due to customers converting to alternative fuel sources through use of our new bi-fuel system resulted in a $682,000 decline in propane revenues. Revenues were also impacted by reductions and delays in scheduled maintenance and production work and pricing concessions resulting in large part from the decline in crude oil prices and our customers’ adjustments to the lower oil and gas prices discussed below. Revenues were also impacted by the significant rainfall in the Midwest which impacted our ability to provide services in these areas during April and May 2015. These declines were partially offset by $1.1 million of incremental revenues from our Tioga, ND acquisition (Oct. 31, 2014) and recent expansion into the Eagle Ford basin in Texas.

  

Gross profits, which are typically much lower during the second quarter due to the decline in frac water heating services, declined $610,000 during the quarter ended June 30, 2015 as compared to the same quarter last year. Lower propane gross profits and temporary price concessions directly impacted our gross profit and contributed to the decline from the comparative quarter last year. In addition, higher labor and operating costs related to our geographic expansion and recent fleet additions including retaining a larger base of frac water heating operators for the upcoming heating season contributed to the decline in gross profit. Cost reduction efforts implemented during 2015 reduced several operating costs and partially offset the decline in gross profit.

 

Revenues for the six months ended June 30, 2015 declined $7.7 million, or 24%, to $24.8 million as compared to $32.5 million for the same period last year. This decrease was primarily due to a $6.6 million decline in propane revenues related to frac water heating and hot oil services with a majority of this decrease occurring during the first quarter. This decline in propane revenue was largely offset by a $6.2 million decline in propane costs. Gross profits for the six months ended June 30, 2015 decreased $1.6 million or 16% from the comparable period last year. The decrease was due to the difficulties associated with lower crude oil prices, heavy rainfall in the Midwest, and abnormally warm weather in the DJ Basin during the first quarter 2015.

 

Adjusted EBITDA, which is typically much lower during the second quarter due to the slowdown of frac water heating services, declined to a negative $621,000 for the quarter ended June 30, 2015, as compared to a negative $311,000 for the same quarter of 2014. Adjusted EBITDA for the six months ended June 30, 2015 was $6.1 million or 25% of revenues as compared to $7.6 million, or 23% of revenues, for the comparable period last year. For further details on the calculation of Adjusted EBITDA see Adjusted EBITDA section below.

 

Industry Overview

 

The decline in crude oil prices over the last year have resulted in our customers scaling back drilling and completion programs, shifting capital resources to higher margin basins, requesting pricing concessions, and reducing or delaying certain maintenance related work to save costs. Although the Company has been able to partially mitigate the impact of these decisions by increasing market share and deploying resources to more active basins, our revenue growth and operating margins have been impacted by pricing concessions and postponement of hot oiling and acidizing maintenance work. Temporary price concessions granted to customers were 4.0% and 3.3% of total revenues for the three and six months ended June 30, 2015, respectively.

 

The impact of pricing pressure from our customers during the six months ended June 30, 2015 was primarily felt in our hot oiling operations where we offered up to a 10% discount to customers in several markets in order to retain and increase our market share. These temporary price concessions are tied to the price of crude oil and amounted to less than 6% of overall hot oil revenues. In addition, some customers are delaying their routine hot oiling and acidizing maintenance work, although as happened in the last down cycle, we anticipate a rebound in this work as it eventually needs to be done to maintain production and protect the efficiency of a well.

 

Revenue Details

 

 

Although the Company does not have segmented business operations, which would require segment reporting within the notes of its financial statements per accounting standards, we believe that revenues by service offering may be useful to readers of our financial statements. The following tables set forth revenue by service offering and geographic region during the three and six months ended June 30, 2015 and 2014:

 

 

		For the Three months Ended June 30,								For the Six months Ended June 30,
		2015				2014				2015				2014
BY SERVICE OFFERING:
Well Enhancement Services (1)		$	4,051,001			$	4,925,674			$	21,220,341			$	27,998,805
Fluid Management and Other (2)			1,651,548				2,369,182				3,621,705				4,538,096
Total Revenues		$	5,702,549			$	7,294,856			$	24,842,046			$	32,536,901

 

 

The Company has also determined that an understanding of the diversity of its operations by geography is important to an understanding of its business operations. The Company only does business in the United States in three geographically diverse regions. The following tables set forth revenue by service offering and geographic region during the three and six months ended June 30, 2015 and 2014:

 

		For the Three months Ended June 30,								For the Six months Ended June 30,
		2015				2014				2015				2014
BY GEOGRAPHY:
Rocky Mountain Region (3)		$	3,325,409			$	4,218,372			$	15,165,000			$	18,453,330
Eastern USA Region (4)			171,688				390,691				4,600,257				7,333,732
Central USA Region(5)			2,205,452				2,685,793				5,076,789				6,749,839
Total Revenues		$	5,702,549			$	7,294,856			$	24,842,046			$	32,536,901

 

 

Notes to tables:

(1)

Includes frac water heating, acidizing, hot oil services, and pressure testing.

(2)

Includes water hauling, fluid disposal, frac tank rental, and construction and roustabout services.

(3)

Includes the D-J Basin/Niobrara field (northern Colorado and southeastern Wyoming), the Powder River and Green River Basins (central Wyoming), the Bakken Field (western North Dakota and eastern Montana). Heat Waves is the only Company subsidiary operating in this region.

(4)

Consists of the southern region of the Marcellus Shale formation (southwestern Pennsylvania and northern West Virginia) and the Utica Shale formation (eastern Ohio). Heat Waves is the only Company subsidiary operating in this region.

(5)

Includes the Mississippi Lime and Hugoton Field in Kansas, Oklahoma, and Texas. Both Dillco and Heat Waves engage in business operations in this region.

 

Revenues:

 

Well Enhancement Services

 

Well enhancement service revenues decreased $875,000, or 18%, for the quarter ended June 30, 2015 primarily due to the $682,000 decrease in propane revenues mentioned above. Excluding the decline in propane revenues above, well enhancement revenues declined $193,000 from the comparable quarter last year. Incremental frac water heating and hot oil revenues from the Tioga acquisition and geographic expansion into Texas were offset by declines in hot oil and acidizing service revenues.

 

For the six months ended June 30, 2015, well enhancement service revenues decreased $6.8 million, or 24%, primarily due to a $6.6 million decrease in propane revenues. Other than the decrease in propane revenues, well enhancement revenues were basically flat as compared with last year despite a significant increase in our heating capacity as described in the following table. Revenue growth attributable to new equipment was limited due to unseasonably warm weather in the DJ Basin of Colorado during the first quarter of 2015 and scaled back drilling and completion activity across the industry due to falling crude oil prices.

 

 

The following table details the change in heating capacity for the quarter ended June 30, 2015:

 

 

		Frac Water Heater Burner Boxes (1)				Hot Oil Trucks
Net additions during the quarter			-				-
Units at end of quarter			81.0				58.0
Average Equivalent Units (2)			81.0				55.0
Average Equivalent Units – Last Year			43.2				27.0
Change from same period last year			37.8				28.0
Increase in Equivalent Heating Capacity (3)			88%				104%

 

Notes to table:

(1)

The Company’s bobtail frac heaters are equal to one burner box whereas the Company’s double burner frac heaters and mega frac heaters are the equivalent of 2 burner boxes.

(2)

Average equivalent units represent the average number of trucks or burner boxes in service for each month during the period represented.

(3)

The increase in equivalent heating capacity represents the percentage change in equivalent units during the period over the equivalent units for the same period last year.

 

Frac water heating revenues typically decline with warm weather and accordingly are much lower in the second and third quarters as compared to the much colder first and fourth quarters. Frac water heating service revenues declined $264,000 or 15% for the quarter ended June 30, 2015 as compared to the same quarter last year primarily due to a $593,000 decline in propane revenues attributable to the decline in propane prices and propane volumes discussed above. Excluding the decline in propane revenues, frac water heating revenues increased $329,000 due to incremental frac water heating revenues from our Tioga acquisition. Due to the colder temperatures in North Dakota, Frac water heating services generally continue later into the summer and start earlier in the fall.

 

Frac water heating revenues for the six months ended June 30, 2015 decreased $5.8 million, or 29%, primarily due to a $6.1 million decrease in propane revenues. Propane revenues, which are currently billed to our customers on a cost plus basis, declined significantly due to a 44% decline in propane prices from the comparable quarter last year combined with a 43% drop in propane usage. Several customers took advantage of our new bi-fuel capabilities and provided natural gas or well gas to use as our fuel source thereby reducing the amount of propane used and billed to customers. Excluding the decline in propane revenues, frac water heating services increased $276,000 as compared to the same period last year. Unseasonably warm weather in the DJ Basin in February and March combined with our customers’ reductions in drilling and completion programs across our various service territories beginning in March limited the amount of incremental revenue we could generate from our recent fleet expansion.

 

Hot oil revenues for the three months ended June 30, 2015 declined $398,000, or 16%, from the comparable period last year. Incremental hot oil service revenues from our Tioga acquisition and expansion into Texas were offset by lower equipment utilization and temporary price concessions in several markets. Hot oil equipment utilization fell approximately 55% from the comparable quarter last year as customers in several locations scaled back frequency of service and reduced service hours in an effort to reduce costs. A decline in hot oil work tied to well completion activities by a customer in the Bakken Field and the completion of a hot oil project by a customer in the DJ Basin contributed to the lower equipment utilization. During the second quarter, the Company continued to grant temporary pricing concessions of up to 10% to customers in several markets in order to retain and increase market share. These temporary price concessions are tied to the price of oil and amounted to less than 6% of overall hot oil revenues.

 

Hot oil revenues for the six months ended June 30, 2015 declined $615,000, or 9% from the comparable period last year, primarily due to a $442,000 decline in propane revenues and the same factors that impacted the second quarter revenues as discussed in the preceding paragraph.

 

 

Acidizing revenues for the three and six months ended June 30, 2015 declined $249,000 and $381,000, or 43% and 33%, respectively from the comparable quarter last year. Despite an increase in acidizing fleet from three units in 2014 to seven units at June 30, 2015, revenue growth was hampered by falling oil prices and changes in ownership of producing properties that resulted in customers’ postponement of recurring maintenance acidizing programs. The Company has lowered prices on some of its chemicals and partnered with chemical suppliers to develop new cost effective acid programs in an effort to increase acidizing revenues going forward. The Company expects a rebound in acidizing revenues in the next couple quarters due to customers needing to perform the postponed services to return wells to efficient productivity.

 

Fluid Management and Other:

 

Fluid management service and other revenues, which represent approximately 15% of our year to date annual revenues, declined $718,000, or 30%, during the quarter ended June 30, 2015 as compared to same quarter last year. The decline was primarily attributable to lower water hauling revenues in our Central US region, which was impacted by heavy rainfall in April and May that impacted road conditions and limited our access to customer well sites. In addition the Company scaled back or elected not to provide certain low margin water hauling services in the DJ Basin and Marcellus/Utica Basin. For the six months ended June 30, 2015, fluid management service and other revenues declined $916,000 or 20% from the comparable period last year primarily due to the reasons already stated for the quarter. 

 

Geographic Areas:

 

Revenues in the Rocky Mountain region declined $893,000, or 21%, for the quarter ended June 30, 2015 as compared to the same quarter last year, primarily due to a $663,000 decrease in propane revenues. Incremental frac heating and hot oil revenues from our Tioga acquisition in late 2014 were offset by a decline in hot oil revenues in other locations due to lower equipment utilization during the second quarter related to a decline in hot oil work associated with completion activities in the Bakken Field and the completion of a hot oil project in the DJ Basin.

 

For the six months ended June 30, 2015, revenues in the Rocky Mountain region decreased $3.3 million, or 18%, from the comparable period last year primarily due to a $4.2 million decrease in propane revenues. Excluding the decline in propane, revenues in this region increased $900,000 primarily due to the incremental frac water heating and hot oil revenues of approximately $2.0 million from our Tioga acquisition and an increase in frac water heating services in the DJ Basin over the comparable period last year. Despite this increase, our frac heating revenues in the DJ Basin were impacted by the unseasonably warm weather in February and March. During this two month period, the daily high temperature exceeded the historical daily average from 20% to 50% approximately 60% of the time (Source: National Oceanic and Atmospheric Administration). The frac heating increase was offset by lower hot oil revenues attributable to lower equipment utilization as discussed above.

 

Revenues in the Eastern USA region decreased $219,000, or 56%, during the quarter ended June 30, 2015 as compared to same quarter last year primarily due a decrease in fluid management services as the Company scaled back its low margin water hauling services. For the six months ended June 30, 2015, revenues decreased $2.7 million from the comparable periods last year primarily due to a $1.9 million decrease in propane revenues. Excluding the impact of propane prices, frac water heating revenues were down as some customers scaled back their 2015 drilling and completion programs due to falling crude oil and natural gas prices.

 

Revenues in the Central USA region decreased $480,000, or 18%, for the quarter ended June 30, 2015 as compared to the same quarter last year. Heavy rains during April and May in both Kansas and Texas impacted road conditions and limited our ability to provide water hauling, acidizing and hot oil services to our customers. This decrease was offset by incremental revenues from our expansion of services into the Eagle Ford Basin. For the six months ended June 30, 2015, revenues in the Central USA region declined $1.6 million, or 24%, from the comparative period last year primarily due to a $521,000 decline in propane revenues and the items impacting the second quarter results previously mentioned. Similar to the second quarter results, the decline in revenues during the six month period was offset by incremental revenues from our expansion into Texas.

 

 

 

Historical Seasonality of Revenues:

 

Because of the seasonality of our frac water heating and hot oiling business, revenues generated during the first and fourth quarters of our fiscal year, covering the months during what we call our “heating season”, are significantly higher than revenues earned during the second and third quarters of our fiscal year. In addition, the revenue mix of our service offerings also changes among quarters as our Well Enhancement services (which includes frac water heating and hot oiling) decrease as a percentage of total revenues and Fluid Management services and other services increase. Thus, the revenues recognized in our quarterly financials in any given period are not indicative of the annual or quarterly revenues through the remainder of that fiscal year.

 

As an indication of this quarter-to-quarter seasonality, the Company generated 77% of its 2014 revenues during the first and fourth quarters of 2014 compared to 23% during the second and third quarters of 2014. In 2013, the Company earned 73% of its 2013 revenues during the first and fourth quarters of 2013, compared 27% during the second and third quarters of 2013. While the Company is pursuing various strategies to lessen these quarterly fluctuations by increasing non-seasonal business opportunities, there can be no assurance that we will be successful in doing so.

 

Cost of Revenues:

 

Cost of revenues for the quarter ended June 30, 2015 decreased $982,000, or 15%, from the comparable quarter last year, primarily due to a $521,000 decline in propane costs. Excluding the decline in propane costs, cost of revenues decreased $461,000 or 8% from the comparable quarter last year. The decrease was due to lower fuel, supplies, and equipment repairs and maintenance costs during the quarter as the Company implemented various cost reduction programs in an effort to reduce operating costs. The decrease in costs were partially offset by an increase in labor as a result of expanded operations in Texas and North Dakota and increase in personnel costs associated with retaining a base level of frac water heating operators for upcoming heating season due to our expanded fleet.

 

Cost of revenues for the six months ended June 30, 2015 decreased $6.1 million, or 27%, from the comparable period last year, primarily due to a $6.2 million decline in propane costs. Excluding the decline in propane costs, cost of revenues increased $100,000 or 1% from the comparable quarter last year. As stated above, the decrease in operating costs due to cost reduction programs were offset by increased labor from our expanded operations in Texas and North Dakota.

 

Gross Profit:

 

Gross profit for the quarter ended June 30, 2015 declined $610,000, or 81%, from the comparable quarter last year to $139,000. The decline in gross profit was due to higher labor costs associated with our geographic expansion into Texas and unexpected downtime caused by higher than average rainfall at several locations in April and May. In addition, several customers scaled back completion programs, deferred maintenance programs or implemented cost saving measures to offset lower crude oil prices which reduced our revenues and lowered our personnel and equipment utilization. Temporary price concessions and a decline in gross profits on propane sales also contributed to the overall decline in gross profits.

 

Gross profit for the six months ended June 30, 2015 declined $1.6 million or 16%, from the comparable quarter last year to $8.0 million. The decline in gross profit was primarily due to continuing labor costs during unexpected downtime caused by unseasonably warm weather in February and March of 2015 in the DJ Basin. Temporary price concessions and a decline in gross profits on propane sales also contributed to the overall decline in gross profits. In addition, several customers scaled back completion programs, deferred maintenance work, or implemented cost saving measures to offset lower crude oil prices which reduced our revenues or lowered both personnel and equipment utilization.

 

Gross profit as a percentage of revenue increased to 32% for the six months ended June 30, 2015 as compared to 29% for the comparable period last year. The largest impact on the gross profit percentage increase was due to the mathematical impacts of lower propane revenues and costs experienced in the first quarter of 2015 (see “Propane Impact Discussion” below) as compared to the same quarter last year.

 

 

Propane Impact Discussion:

 

In connection with our frac water heating services and hot oil services, the Company provides propane to certain customers on a cost plus basis. Since the Company passes along the cost of propane to its customers on a cost plus mark-up basis, fluctuations in the price of propane will impact revenues, cost of revenues and gross profit percentages. Decreases in propane prices similar to what the Company experienced during the first half of 2015, will tend to reduce well enhancement revenues and cost of revenues and may increase our overall gross profit percentage as the dollar value of propane revenues and cost of revenue becomes a lower percentage of total revenues. Conversely, increases in propane prices will tend to increase well enhancement revenues and cost of revenues and may decrease our gross profit percentage, as the dollar value of lower margin propane revenues and cost of revenue becomes a higher percentage of total revenues.

 

During the six months ended June 30, 2015, propane revenues for frac water heating and hot oil services decreased $6.6 million, or 66%, over the comparable six month period last year. The decline in propane revenues was due to a 44% decline in propane prices from the same period last year and a reduction in propane volumes related to customers providing their own propane or utilizing our new bi-fuel capabilities whereby customers provide natural gas or well gas as their fuel source reducing the amount of propane used and billed to customers. Although, the bi-fuel capabilities have reduced our overall propane revenues and costs, it has generated cost savings for our customers and allowed us to gain market share in several locations.

 

The Company anticipates that propane prices will continue to fluctuate in the future based on the relative demand and availability of propane in different geographic areas across the United States and that more customers may utilize our bi-fuel capabilities.

 

General and Administrative Expenses:

 

For the quarter ended June 30, 2015, general and administrative expenses decreased $192,000 or 17%, from the comparable quarter last year due to lower consulting, corporate travel and investor relations costs attributable to our cost reduction efforts combined with lower professional fees and stock exchange fees than were incurred last year related to our NYSE MKT listing and shelf registration statement. These decreases were partially offset by a $108,000 increase in stock based compensation costs attributable to stock options granted over the past year.

 

For the six months June 30, 2015, general and administrative expenses increased 71,000, or 3%, from the comparable period last year primarily due to a $275,000 bonus accrual for management and key employees recorded during the first quarter of 2015. The board of directors approved payment of these discretionary bonuses based upon a review a compensation study prepared by our outside counsel that compared officer and director compensation to a group of peer companies within the oilfield service sector. This increase was offset by cost reductions discussed above.

 

Patent Litigation and Defense Costs:

 

Patent litigation and defense costs increased $56,000 and $323,000 during the three and six month ended June 30, 2015, respectively, over the comparable periods last year due to the increased legal fees related to the defense of the HOTF litigation described in Part II - Item 1 – Legal Proceedings. Enservco and Heat Waves deny that they are infringing any valid, enforceable claims of the asserted HOTF patents and intend to continue to vigorously defend themselves against the Colorado lawsuits and challenge the validity of the underlying patents should the lawsuit resume.

 

See Part II - Item 1 – Legal Proceedings for recent developments in the HOTF litigation including a recent decision by U.S. District Court for the District of Colorado issued on July 20, 2015, to stay Company’s case with HOTF pending resolution of the North Dakota Court’s judgment invalidating the ‘993 Patent and the ‘993 Patent reexamination proceeding.

 

Depreciation and Amortization:

 

Depreciation and amortization expense for the three and six months ended June 30, 2015 increased $713,000, or 98%, and $1.4 million, or 97%, respectively, from the comparable periods last year primarily due to expansion of our frac water heating, hot oiling, and acidizing fleet in late 2014.

 

Income from operations: 

 

For the quarter ended June 30, 2015, the Company recognized a loss from operations of $2.3 million compared to a loss of $1.2 million for the same quarter last year. The increase in loss from operations was primarily due to a $713,000 increase in depreciation and amortization associated with the Company’s recent fleet expansion. In addition, a decline in gross profits of $610,000 attributed to higher labor costs associated with our increased operations and geographic expansion combined with the impact of temporary price concessions also contributed to the lower income from operations.

 

 

For the six months ended June 30, 2014, the Company recognized income from operations of $2.7 million as compared to $6.0 million for the comparative period last year. Higher operating costs including a $323,000 increase in patent litigation and defense costs combined with a $1.4 million increase in depreciation and amortization costs associated with the Company’s fleet expansion were the primary reason for lower income from operations. In addition, a decline in gross profits of $1.6 million for the factors discussed above also contributed to the lower income from operations.

 

Management believes that the decline in our results of operations during 2015, in particular the increase in cost of revenues and depreciation expense reflects the result of a number of factors, including the unseasonably warm weather in the DJ Basin during the first quarter and the expenses attributable to increasing our capacity and geographical expansion. We believe that as long as we are able to control our costs and increase our revenues as a result of our expanding fleet and service areas as well as being able to quickly deploy our equipment from places of lesser utilization to places where they will be better utilized, our financial performance will continue to improve over the long run, although on a quarter-to-quarter basis, there may still be periods of loss due to the seasonality of our operations, as discussed several times herein.

 

Interest Expense:

 

Interest expense for the quarter ended June 30, 2015 increased 2% to $247,000 as compared to the same period last year. Higher average debt balances during the second quarter of 2015 as compared to the same period last year due to recent CAPEX programs were offset by a lower effective interest rate on our PNC credit facility which was approximately 3% during the quarter. Further, amortization of debt issuance costs for the quarter ended June 30, 2015 were $52,000 lower than the comparable quarter last year due to the re-amortization of debt costs for the PNC facility.

 

Interest expense for the six months ended June 30, 2015 increased slightly to $500,000 as compared to $495,000 for the same period last year. Similar to the quarterly discussion above, higher average debt balances during 2015 as compared to the same period in 2014 were offset by a lower effective interest rates on our PNC facility and lower amortization of debt issuance costs.

 

Income Taxes:

 

For the quarter ended June 30, 2015, the Company recognized income tax benefit of $950,000 on pre-tax net loss of approximately $2.6 million as compared to income tax benefit of $543,000 on pre-tax net loss of $1.4 million in 2014. The effective tax rate on income from operations was 37% for the quarter ended June 30, 2015. This rate is higher than the federal statutory corporate tax rate of 34% primarily due to state and local income taxes. See Note 6 Income Taxes in the notes to the accompanying audited consolidated financial statements for further details.

 

For the six months ended June 30, 2015, the Company recognized income tax expense of $905,000 on pre-tax net income of approximately $2.2 million as compared to income tax expense of $2.2 million on pre-tax net income of $5.5 million in 2014. The effective tax rate on income from operations was 41% for the six months ended June 30, 2015 as compared to 39% for the comparable period last year.

 

Adjusted EBITDA*

 

Management believes that, for the reasons set forth below, Adjusted EBITDA (a non-GAAP measure) is a valuable measurement of the Company's liquidity and performance and is consistent with the measurements offered by other companies in Enservco's industry.

 

 

The following table presents a reconciliation of our net income to our Adjusted EBITDA for each of the periods indicated:

  

		For Three Months Ended June 30,								For Six Months Ended June 30,
		2015				2014				2015				2014
EBITDA*
(Loss) Income		$	(1,614,511	)		$	(851,019	)		$	1,277,369			$	3,334,937
Add Back (Deduct)
Interest Expense			247,220				241,903				500,431				495,428
Provision for income taxes (benefit) expense			(950,163	)			(542,952	)			904,554				2,151,412
Depreciation and amortization			1,439,838				726,424				2,762,772				1,403,888
EBITDA*			(877,616	)			(425,644	)			5,445,126				7,385,665
Add Back (Deduct)
Stock-based compensation			180,211				71,935				271,271				148,280
Patent litigation and defense costs			100,197				44,271				439,214				116,421
Loss (Gain) on sale and disposal of equipment			1,071				5,129				1,071				(9,237	)
Interest and other income			(25,351	)			(7,050	)			(32,251	)			(13,950	)
Adjusted EBITDA*		$	(621,488	)		$	(311,359	)		$	6,124,431			$	7,627,179

 

 

*Note: See below for discussion of the use of non-GAAP financial measurements.

 

Use of Non-GAAP Financial Measures: Non-GAAP results are presented only as a supplement to the financial statements and for use within management’s discussion and analysis based on U.S. generally accepted accounting principles (GAAP). The non-GAAP financial information is provided to enhance the reader's understanding of the Company’s financial performance, but no non-GAAP measure should be considered in isolation or as a substitute for financial measures calculated in accordance with GAAP. Reconciliations of the most directly comparable GAAP measures to non-GAAP measures are provided herein.

 

EBITDA is defined as net income (earnings) plus interest expense, income taxes, and depreciation and amortization. Adjusted EBITDA excludes stock-based compensation from EBITDA and, when appropriate, other items that management does not utilize in assessing the Company’s operating performance as set forth in the next paragraph. None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure.

 

All of the items included in the reconciliation from net income to EBITDA and from EBITDA to Adjusted EBITDA are either (i) non-cash items (e.g., depreciation, amortization of purchased intangibles, stock-based compensation, warrants issued, etc.) or (ii) items that management does not consider to be useful in assessing the Company’s operating performance (e.g., income taxes, gain on sale of investments, loss on disposal of assets, patent litigation and defense costs, etc.). In the case of the non-cash items, management believes that investors can better assess the company’s operating performance if the measures are presented without such items because, unlike cash expenses, these adjustments do not affect the Company’s ability to generate free cash flow or invest in its business.

 

Because not all companies use identical calculations, the Company’s presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. However, these measures can still be useful in evaluating the Company’s performance against its peer companies because management believes the measures provide users with valuable insight into key components of GAAP financial disclosures.

 

Changes in Adjusted EBITDA*

 

Adjusted EBITDA from operations decreased $310,000 to a negative $621,000 for the quarter ended June 30, 2015 as compared to a negative $311,000 for the same quarter last year. This decrease was primarily due to a $610,000 decrease in gross profit which was partially offset by a $192,000 decrease in general and administrative costs. Lower drilling and completion activity due to falling oil prices mitigated an increase in revenues that could have been achieved with our expanded fleet. As a result, higher labor, insurance, and site costs resulted in a lower gross profit as compared to the same period last year.

 

 

Adjusted EBITDA from operations for the six months ended June 30, 2015 decreased $1.5 million, or 20%, to $6.1 million as compared to $7.6 million for the same period last year. This decrease was primarily due to a $1.6 million decrease in gross profit. Unseasonably warm weather in the DJ Basin during the first quarter and lower drilling and completion activity due to falling oil prices mitigated an increase in revenues that could have been achieved with our expanded fleet. As a result, higher labor, insurance, and site costs resulted in a lower gross profit as compared to the same period last year.

 

 

LIQUIDITY AND CAPITAL RESOURCES

 

The following table summarizes our statements of cash flows for the three and six months ended June 30, 2015 and 2014:

 

 

		For the Three Months Ended June 30,								For the Six Months Ended June 30,
		2015				2014				2015				2014
Net cash provided by operating activities		$	6,542,346			$	11,221,907			$	12,714,213			$	11,211,738
Net cash used in investing activities			(787,723	)			(5,099,341	)			(3,140,102	)			(6,554,490	)
Net cash used in financing activities			(5,772,647	)			(1,614,311	)			(9,767,747	)			(902,735	)
Net (Decrease) Increase in Cash and Cash Equivalents			(18,024	)			4,508,255				(193,636	)			3,754,513
Cash and Cash Equivalents, Beginning of Period			778,446				1,114,448				954,058				1,868,190
Cash and Cash Equivalents, End of Period		$	760,422			$	5,622,703			$	760,422			$	5,622,703

 

The following table sets forth a summary of certain aspects of our balance sheet at June 30, 2015 and December 31, 2014 and (combined with the working capital table and discussion below) is important for understanding our liquidity:

 

		June 30, 2015				December 31, 2014
Current Assets		$	7,982,811			$	19,475,754
Total Assets			47,108,214				58,282,681
Current Liabilities			2,036,857				5,812,683
Total Liabilities			27,037,006				40,241,369
Stockholders’ equity			20,071,208				18,041,312
Working Capital (Current Assets net of Current Liabilities)			5,945,954				13,663,071
Long-term debt to Equity			0.97 to 1				1.65 to 1

 

 

Overview:

 

We have relied on primarily on cash flow from operations, borrowings under our revolving credit facilities, and equipment financing to satisfy our liquidity needs. Our ability to fund operating cash flow shortfalls, fund capital expenditures, and make acquisitions will depend upon our future operating performance and on the availability of equity and debt financing. At June 30, 2015, we had approximately $760,000 of cash and cash equivalents and approximately $13.1 million available under our asset based revolving credit facility.

 

In September 2014, the Company entered into an Amended and Restated Revolving Credit and Security Agreement (the “2014 Credit Agreement”) with PNC Bank, National Association ("PNC") which provides for a five-year $40 million senior secured revolving credit facility. The facility replaced the Company’s prior revolving credit facility and term loan with PNC that totaled $16 million (the "2012 Credit Agreement") and allows the Company to borrow up to 85% of eligible receivables, 85% of the appraised value of trucks and equipment, and up to 90% of the cost of new equipment. The Company has the option to pay variable interest rate based on (a) 1, 2 or 3 month LIBOR plus applicable margin ranging from 2.50% to 3.50% for LIBOR Rate Loans or (b) interest at PNC Base Rate plus applicable margin of 1.00% to 2.00% for Domestic Rate Loans. The interest rate at June 30, 2015 was 2.69% for the $17,000,000 of LIBOR Rate Loans and 4.25% for the $1,552,894 of Domestic Rate Loans.

 

 

The PNC credit facility has certain customary financial covenants that include, among others:

 

(i)

a minimum fixed charge coverage ratio (as defined, not less than 1.25 to 1.00, for the quarter ended June 30, 2015 and each subsequent fiscal quarter thereafter, measured as of the last day of each fiscal quarter based on trailing twelve month information.); and

 

(ii)

a maximum leverage ratio of funded debt to adjusted EBITDA (as defined, not more than 3.50 to 1.0 for the quarter ended June 30, 2015 and each subsequent quarter, measured as of the last day of each fiscal quarter, adjusted EBITDA must be determined based on trailing twelve month information).

 

These financial covenants could restrict our ability to secure additional debt financing or access funds under our revolving credit facility. At December 31, 2014, the Company did not meet one of the financial covenants imposed by the PNC loan agreements which resulted in an event of default under the loan documents. PNC waived this event of default for the period and as a result no default was declared. The Company believes that it is in line to meet the debt covenants and all other future covenant requirements.

 

The Company used the facility to fund a portion of its 2014 capital expenditures and consolidate its existing PNC term loan and other equipment loans at a lower average interest rate. The Company intends to use the facility to supplement future capital expenditures and to fund working capital needs.

 

Working Capital:

  

As of June 30, 2015 the Company had working capital of approximately $5.9 million, a decrease in working capital of approximately $7.7 million as compared to our 2014 fiscal year end. The Company typically experiences a significant decline in working capital during the second quarter of the year as the Company collects a large portion of receivables generated from its previous heating season and utilizes the cash proceeds to pay down its PNC revolving credit facility or, as in the case of last year, fund capital expenditures. Even with the normal decrease in working capital, the Company’s current ratio improved to 3.9 to 1 as of June 30, 2015 as compared to 3.4 to 1 as of December 31, 2014.

 

During the six months ended June 30, 2015, the Company utilized cash proceeds from collections of accounts receivable to pay down the PNC revolving credit facility by $10.1 million.  

 

Cash flow from Operating Activities:

 

Cash flow from operating activities during the quarter ended June 30, 2015 was $6.5 million as compared to $11.2 million during the comparable quarter last year. The decrease in cash flow from operations was primarily due to a lower net cash inflow from accounts receivable and higher net outflow due to the reduction of accounts payable and accrued liabilities for the quarter ended June 30, 2015 as compared to the same period last year.

 

Cash flow from operating activities during the six months ended June 30, 2015 was $12.7 million as compared to $11.2 million during the comparable period last year. The increase in cash flow from operations was primarily due to a higher net cash inflow from accounts receivable and prepaid expense and other current assets which were offset by a higher net outflow due to the reduction of accounts payable and accrued liabilities for the six months ended June 30, 2015 as compared to the same period last year.

 

Cash flow from Investing Activities:

 

Cash flow used in investing activities during the quarter ended June 30, 2015 was $788,000 as compared to $5.1 million during the comparable quarter last year. The decrease in cash used in investing activities was primarily due to timing of purchases under the Company’s CAPEX programs. The $5.1 million of capital expenditures for the comparable quarter last year included equipment purchases and payments for trucks in process under the Company’s 2014 CAPEX program.

 

 

Cash flow used in investing activities during the six months ended June 30, 2015 was $3.1 million as compared to $6.6 million during the comparable period last year. The decrease in cash used in investing activities was primarily due to timing of equipment purchases under the Company’s 2014 CAPEX programs.

 

Cash flow from Financing Activities:

 

Cash used in financing activities for the quarter ended June 30, 2015 was $5.8 million as compared to $1.6 million for the comparable period last year. The change was primarily due to the timing of borrowings and payments under the PNC revolving credit facility related to working capital needs and capital spending. During the quarter ended June 30, 2015, the Company used excess cash flows from collection of receivables to reduce its PNC credit facility whereas in the same period in 2014, the Company used cash flow from operations to fund capital expenditures as opposed to paying down the credit facility.

 

Cash used in financing activities for the six months ended June 30, 2015 was $9.8 million as compared $903,000 for the comparable period last year. During 2015, the Company used excess cash flow from operations to pay down the PNC revolving credit facility whereas during the six months ended June 30, 2014, the Company used excess cash flows to fund purchases of equipment under the 2014 CAPEX program as opposed to paying down the credit facility.

 

Outlook:

 

The Company plans to continue to expand its business operations through strategic organic growth such as geographic expansion, acquiring and fabricating additional equipment, and increasing the volume and scope of services offered to our existing customers. The Company will also look to expand its business operations through acquisitions. The Company will continue to focus on adding high margin services that reduce our seasonality, diversify our service offerings, and maintain a good balance between recurring maintenance work and drilling and completion related services.

 

As discussed above, in September 2014 the Company closed on a five-year, $30 million revolving credit facility, which was subsequently increased to $40 million in December 2014. As of August 7, 2015, the Company had $13.3 million available under the credit facility and plans to use the facility to fund working capital needs and to supplement future capital expenditures.

 

On April 16, 2014, the Company filed a Registration Statement on Form S-3 with the Securities and Exchange Commission (SEC) that was declared effective by the SEC on April 30, 2014. The Form S-3 provides the Company with the flexibility to offer and sell from time to time, up to $50 million of the Company’s common stock in order to supplement our cash flows from operations and financing activities. The Company currently does not have any immediate plans to sell securities under the shelf registration statement, but plans to maintain the registration statement in the event there is a need to supplement its existing capital resources.

 

Capital Commitments and Obligations:

 

The Company’s capital obligations as of June 30, 2015 consists primarily of scheduled principal payments under certain term loans and operating leases as disclosed in the footnotes to our financial statements.  The Company does not have any scheduled principal payments under its five-year, $40 million revolving credit facility with PNC Bank until September 12, 2019 when the balance outstanding on the facility will be payable. However, the Company may need to make principal payments in the future depending upon collateral availability and our ability to maintain required leverage ratios. General terms and conditions for amounts due under these commitments and obligations are summarized in the notes to the financial statements.    

 

As of August 14, 2015, the Company has not established a 2015 CAPEX program.

 

OFF-BALANCE SHEET ARRANGEMENTS

 

Other than the guarantees made by Enservco (as the parent Company) on various loan agreements and operating leases disclosed in Note 7 to the Condensed Consolidated Balance Sheet, the Company had no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

 

 

CRITICAL ACCOUNTING POLICIES

 

The preparation of financial statements in conformity with U. S. generally accepted accounting principles requires management to make a variety of estimates and assumptions that affect (i) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (ii) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.

 

Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increase, these judgments become even more subjective and complex. Although we believe that our estimates and assumptions are reasonable, actual results may differ significantly from these estimates. Changes in estimates and assumptions based upon actual results may have a material impact on our results of operation and/or financial condition. Our significant accounting policies are disclosed in Note 2 to the Condensed Consolidated Financial Statements included in this Form 10-Q.

 

While all of the significant accounting policies are important to the Company’s financial statements, the following accounting policies and the estimates derived there from have been identified as being critical.

 

Accounts Receivable 

 

Accounts receivable are stated at the amount billed to customers. The Company provides a reserve for doubtful accounts based on a review of outstanding receivables, historical collection information and existing economic conditions. The provision for uncollectible amounts is continually reviewed and adjusted to maintain the allowance at a level considered adequate to cover future losses. The allowance is management's best estimate of uncollectible amounts and is determined based on historical performance that is tracked by the Company on an ongoing basis. The losses ultimately incurred could differ materially in the near term from the amounts estimated in determining the allowance.

 

Revenue Recognition

 

The Company recognizes revenue when evidence of an arrangement exists, the fee is fixed determinable, services are provided, and collection is reasonably assured. Due to the seasonality of the Company’s operations, a significant portion of revenues are recognized during the colder, winter months of the year. Therefore, the Company believes that, the revenues recognized for the three and six month periods ended June 30, 2015 and 2014 are not indicative of quarterly revenues through the remainder of the fiscal year.

 

Property and Equipment

 

Property and equipment consists of (1) trucks, trailers and pickups; (2) trucks that are in various stages of fabrication; (3) real property which includes land and buildings used for office and shop facilities and wells used for the disposal of water; and (4) other equipment such as tools used for maintaining and repairing vehicles, office furniture and fixtures, and computer equipment. Property and equipment is stated at cost less accumulated depreciation. The Company charges repairs and maintenance against income when incurred and capitalizes renewals and betterments, which extend the remaining useful life or expand the capacity or efficiency of the assets. Depreciation is recorded on a straight-line basis over estimated useful lives of 5 to 30 years.

 

Long-Lived Assets

 

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recovered. The Company looks primarily to the discounted future cash flows in its assessment of whether or not long-lived assets have been impaired.

 

 

Income Taxes 

 

The Company recognizes deferred tax liabilities and assets based on the differences between the tax basis of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. 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 of a change in tax rates on deferred tax assets and liabilities will be recognized in income in the period that includes the enactment date. Deferred income taxes are classified as a net current or non-current asset or liability based on the classification of the related asset or liability for financial reporting purposes.  A deferred tax asset or liability that is not related to an asset or liability for financial reporting is classified according to the expected reversal date.  The Company records a valuation allowance to reduce deferred tax assets to an amount that it believes is more likely than not expected to be realized.

 

The Company accounts for any uncertainty in income taxes by recognizing the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized in the financial statements from such a position based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous.  As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to the Company’s subjective assumptions and judgments which can materially affect amounts recognized in the consolidated balance sheets and consolidated statements of income. The result of the reassessment of the Company’s tax positions did not have an impact on the consolidated financial statements.

 

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. During the six months ended June 30, 2015, penalties and interest of $1,300 were included in income tax expense. The Company files tax returns in the United States and in the states in which it conducts its business operations. The tax years 2011 through 2014 remain open to examination in the taxing jurisdictions to which the Company is subject.

 

Stock-based Compensation

 

The Company uses the Black-Scholes pricing model as a method for determining the estimated fair value for all stock options awarded to employees, officers, and directors. The expected term of the options is based upon evaluation of historical and expected further exercise behavior. The risk-free interest rate is based upon U.S. Treasury rates at the date of grant with maturity dates approximately equal to the expected life of the grant. Volatility is determined upon historical volatility of our stock and adjusted if future volatility is expected to vary from historical experience. The dividend yield is assumed to be none as we have not paid dividends nor do we anticipate paying any dividends in the foreseeable future.

 

We also use the Black-Scholes valuation model to determine the fair value of warrants. Expected volatility is based upon the weighted average of historical volatility over the contractual term of the warrant and implied volatility. The risk-free interest rate is basis upon implied yield on a U.S. Treasury zero-coupon issue with a remaining term equal to the contractual term of the warrants. The dividend yield is assumed to be none.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

 

Disclosure Controls and Procedures

 

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “1934 Act”), as of June 30, 2015, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer (our principal executive officer) and our Chief Financial Officer (our principal financial officer). Based upon and as of the date of that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2015.

 

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the 1934 Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the 1934 Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

 

Changes in Internal Control over Financial Reporting

 

There were not any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) promulgated by the SEC under the 1934 Act) during the quarter ended June 30, 2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

PART II

 

ITEM 1.     LEGAL PROCEEDINGS

 

On October 10, 2014, the Company received service of a complaint filed in the United States District Court for the Northern District of Texas, Dallas Division (Civil Action No. 3:14-cv-03631) by Heat-On-The-Fly, LLC (“HOTF”) naming the Enservco Corporation (“Enservco”) and its subsidiary Heat Waves Hot Oil Service LLC (“Heat Waves”) as defendants. The complaint alleges that Enservco and Heat Waves, in offering and selling frac water heating services, infringed and induced others to infringe two patents owned by HOTF (U.S. Patent Nos. 8,171,993 (“the ‘993 Patent”) and 8,739,875 (“the ‘875 Patent”)). The complaint seeks various remedies including injunctive relief and unspecified damages and relates to only a portion of Heat Waves’ frac water heating services. Heat Waves filed a motion to transfer the case to Colorado and Enservco filed a motion to dismiss the case against it based on a lack of personal jurisdiction. On April 28, 2015, the Court in the Northern District of Texas found that it did not have personal jurisdiction over Enservco in Texas. The Court also granted Heat Wave’s motion and ordered that the case, which still includes Enservco as a co-defendant, be transferred to the District of Colorado.  On May 8, 2015, the case was transferred to the U.S. District Court for the District of Colorado, Civil Action No. 1:15-cv-00983-RBJ (“Colorado Case”). The same complaint from Texas has been entered in the Colorado Case. Heat Waves has answered the complaint, denied HOTF’s allegations of infringement and asserted counterclaims asking the Court to find, among other things, that it does not infringe either patent and that both patents are invalid. HOTF has replied to and denied those counterclaims. On July 17, 2015, the Company and HOTF jointly asked the U.S. District Court for the District of Colorado to stay the case pending appeal by HOTF of the partial summary judgment ruling invalidating the ‘993 Patent referenced below. On July 20, 2015, the Court granted the parties’ joint request and stayed the case pending resolution of appeal by HOTF and the pending ‘993 Patent reexamination proceeding referenced below.

 

Enservco and Heat Waves deny that they are infringing any valid, enforceable claims of the asserted patents and intend to vigorously defend themselves in the Colorado Case, if necessary. Heat Waves offered on demand water heating services to the industry well before these patents were even filed.

 

Heat Waves is aware that HOTF has been involved in litigation dating back to January of 2013 with a group of energy companies that are seeking to, among other things, invalidate the ‘993 Patent (“North Dakota Case”). In January 2014, several of the energy companies filed a partial summary judgment motion to invalidate the ‘993 Patent. On March 31, 2015, the Court granted their summary judgment motion and found that the ‘993 Patent was invalid. Thereafter, the North Dakota Court entered a judgment on this issue in favor of these companies. In response, HOTF filed an appeal with the United States Court of Appeals for the Federal Circuit contesting this judgment as well as earlier orders entered by the Court. Once the North Dakota Court confirmed the appeal was premature, the parties jointly requested that the appeal be dismissed. On July 20, 2015, the appeal was dismissed based on the parties’ joint request. HOTF has indicated in the Colorado Case that it intends to appeal these same issues once the North Dakota Case goes to trial and the judgment regarding invalidity of the ‘993 Patent is made final.

 

 

The Company is also aware of another lawsuit in Texas in which a third party claimed that the ‘993 Patent was invalid. In light of the appeal, HOTF and the other parties in that action jointly asked the Texas Court to stay the case pending resolution of the appeal. On April 20, 2015, the Court granted their request and stayed the case. It is unclear how this case will proceed now that the appeal has been dismissed.

 

Although the first 12 claims of the ‘993 Patent survived a prior reexamination, the United States Patent and Trademark Office (“USPTO”) granted a second request on July 1, 2014, to reexamine the ‘993 Patent in its entirety (all 99 claims, including the prior 12 claims that survived the prior, limited reexamination) based on different reasoning. On February 11, 2015, the USPTO issued initial findings in the second reexamination proceeding that rejected all 99 claims of the ‘993 Patent as being unpatentable. HOTF filed a lengthy response with the USPTO on April 13, 2015 seeking to overcome these pending rejections, but no subsequent decision has been made by the USPTO. The timing of a response from the USPTO and any decision resulting therefrom is uncertain and is subject to appeal by HOTF. Further, HOTF has at least two additional pending patent applications based on the ‘993 and ‘875 Patents, which, if granted, could be asserted against the Company. As the ‘993 Patent and the ‘875 Patent are based on the same subject matter, management believes that a final finding of invalidity of the ‘993 Patent could serve as a basis to affect the validity of the ‘875 Patent. If the Patents are ultimately held to be invalid, the Colorado Case would become moot.

 

As noted above, the Texas case against Enservco and Heat Waves was transferred to the U.S. District Court for the District of Colorado. On July 17, 2015, the Company and HOTF jointly asked the U.S. District Court for the District of Colorado to stay the case pending resolution of the North Dakota Court’s judgment invalidating the ‘993 Patent. On July 20, 2015, the Court granted the request and stayed the Colorado Case. To the extent that Enservco and Heat Waves are unsuccessful in their defense, they could be liable for damages (which may be significant) and Heat Waves could possibly be enjoined from using any technology that is determined to be infringing. Either result could negatively impact the Company’s business and operations. At this time, the Company is unable to predict the outcome of this case, and accordingly has not recorded an accrual for any potential loss.

 

 

ITEM 1A. RISK FACTORS

 

See the risk factors set forth in the Company’s annual report on Form 10-K for the year ended December 31, 2014 filed on March 19, 2015, which is incorporated herein by reference. There have been no material changes to the risk factors set forth in that Form 10-K.

 

 

ITEM2.   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS     

 

During the period from May 11, 2015 through August 7, 2015, there were no sales of unregistered securities.

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

 

ITEM 4. MINE SAFETY DISCLOSURES

 

None.

 

 

ITEM 5. OTHER INFORMATION

 

On July 16, 2015, the Company entered into a third amendment to the Amended and Restated Revolving Credit and Security Agreement (the “2014 Credit Agreement”), dated as of September 12, 2014, as previously amended by and among the Company, certain subsidiaries of the Company, and PNC Bank, National Association (“PNC”). The effect of the third amendment is to remove the requirement of the Company to carry business interruption insurance. In the event of default and for so long as the event of default continues, PNC may require the Company to carry business interruption coverage as is customary in the case of companies engaged in business similar to the Company. This disclosure is included in this Form 10-Q in lieu of reporting it pursuant to Item 1.01 of Form 8-K.

 

 

ITEM 6. EXHIBITS

 

Exhibit No.		Title
3.01		Second Amended and Restated Certificate of Incorporation. (1)
3.02		Amended and Restated Bylaws. (2)
10.1		Third Amendment to Amended and Restated Revolving Credit and Security Agreement dated July 16, 2015. Filed herewith.
11.1		Statement of Computation of per share earnings (contained in Note 2 to the Condensed Consolidated Financial Statements).
31.1		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rick D. Kasch, Principal Executive Officer). Filed herewith.
31.2		Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Robert J. Devers, Principal Financial Officer). Filed herewith.
32		Certification Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Rick D. Kasch, Chief Executive Officer, and Robert J. Devers, Chief Financial Officer). Filed herewith.
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document
101.DEF		XBRL Definition Linkbase Document

 

	(1)	Incorporated by reference from the Company’s Current Report on Form 8-K dated December 30, 2010, and filed on January 4, 2011.
	(2)	Incorporated by reference from the Company’s Current Report on Form 8-K dated July 27, 2010, and filed on July 28, 2010.

 

 

SIGNATURES

 

In accordance with the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on our behalf by the undersigned, thereunto duly authorized.

 

ENSERVCO CORPORATION

 

 

 

Date: August 14, 2015	/s/ Rick D. Kasch
	Rick D. Kasch, Principal Executive Officer and Chief
	Executive Officer
Date: August 14, 2015	/s/ Robert J. Devers
	Robert J. Devers, Principal Financial Officer an
	Principal Accounting Officer

 

 

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