UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
Form 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (date of earliest event reported)
May 12, 2004
Boots & Coots
International Well Control, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number 1-13817
Delaware 11-2908692
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
11615 N. Houston Rosslyn 77086
Houston, Texas (Zip Code)
(Address of Principal Executive Offices)
281-931-8884
(Registrant's telephone number, including area code)
INFORMATION TO BE INCLUDED IN REPORT
Item 12. This Amendment No. 1 to Form 8-K Filed May 14, 2004, Amends Such
Filing in its Entirety to Include a Condensed Consolidated Balance Sheet
Inadvertently Excluded From the Original Filing.
On May 12, 2004 the registrant issued a press release entitled "Boots &
Coots reports operating results for the first quarter ended March 31, 2004."
The following information is being furnished pursuant to Item 12
"Disclosure of Results of Operations and Financial Condition."
The Company's press release contains non-GAAP financial measures.
Generally, a non-GAAP financial measure is a numerical measure of a company's
performance, financial position, or cash flows that either excludes or includes
amounts that are not normally excluded or included in the most directly
comparable measure calculated and presented in accordance with United States
generally accepted accounting principles, or GAAP. Pursuant to the requirements
of Regulation G, the Company has provided quantitative reconciliations within
the press release of the non-GAAP financial measures to the most directly
comparable GAAP financial measures.
The text of the press release is as follows:
BOOTS & COOTS REPORTS OPERATING RESULTS FOR THE FIRST QUARTER ENDED MARCH 31,
2004
HOUSTON (May 12, 2004) - Boots & Coots International Well Control, Inc. (Amex:
WEL), reported today that revenues for the first quarter ended March 31, 2004,
were $4.4 million, a decrease of $6.5 million compared with revenue of $10.9
million for the same period in 2003. Earnings before interest, taxes,
depreciation and amortization (EBITDA) were $0.6 million in the current period
compared to $4.3 million in the same period for the prior year. Net income for
the current period was $8 thousand versus a net income of $3.3 million for the
prior year period. Net loss attributable to common stockholders was $0.1 million
for the current period compared to a net income attributable to common
stockholders of $2.6 million in the prior year period.
"As we expected and stated in our March earnings call, the first quarter of this
year reflected a decrease in prevention service revenues from the prior year.
However, excluding an equipment sale associated with our work in Iraq during the
first quarter of last year, prevention service revenues increased $0.1 million,"
stated Jerry Winchester, President and Chief Executive Officer. "We expect these
non-event revenues to improve in the second quarter and, for the year, our
expectation remains that the expansion of existing SafeGuard services and the
development of new SafeGuard locations will expand our base prevention revenues
to the point they will sustain the company's operations, with any response
revenues having a positive impact on the bottom line."
Operational highlights include:
- Prevention revenues were $2.13 million for the first quarter compared to
$8.66 million for the first quarter of 2003. Included in 2003 is a $6.63
million equipment sale related to the Restore Iraq Oil (RIO) contract.
- Response revenues were flat at $2.3 million for the first quarter of 2004
and 2003.
- At March 31, 2004 the company reported working capital of $7.5 million and
total debt of $11.9 million. Net cash provided by operating activities was
$1.1 million in the quarter.
About Boots & Coots
Boots & Coots International Well Control, Inc., Houston, Texas, provides a suite
of integrated oilfield services centered on the prevention, emergency response
and restoration of blowouts and well fires around the world. Boots & Coots'
proprietary risk management program, WELLSURE(R), combines traditional well
control insurance with post-event response as well as preventative services,
giving oil and gas operators and insurance underwriters a medium for effective
management of well control insurance policies. The Company's SafeGuard program,
developed for regional producers and operators sponsored by Boots & Coots,
provides dedicated emergency response services, risk assessment and contingency
planning, and continuous training and education in all aspects of critical well
management. For more information, visit the Company's web site at www.bncg.com.
Certain statements included in this news release are intended as
"forward-looking statements" under the Private Securities Litigation Reform Act
of 1995. Boots & Coots cautions that actual future results may vary materially
from those expressed or implied in any forward-looking statements. More
information about the risks and uncertainties relating to these forward-looking
statements are found in Boots & Coots' SEC filings, which are available free of
charge on the SEC's web site at http://www.sec.gov.
------------------
================================================================================
(Tables to follow)
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
SUMMARY OF OPERATING RESULTS
(UNAUDITED)
(in thousands except per share amounts)
-----------------------------------------------------------------------
Three Months Ended
March 31,
-----------------------
2004 2003
-----------------------------------------------------------------------
Service Revenues $ 4,411 $ 4,302
-----------------------------------------------------------------------
Equipment Sales Revenues $ 0 $ 6,629
-----------------------------------------------------------------------
Total Revenues $ 4,411 $ 10,931
-----------------------------------------------------------------------
Earnings Before Interest, Taxes, Depreciation
and Amortization (1) $ 580 $ 4,272
-----------------------------------------------------------------------
Income from Continuing Operations $ 8 $ 3,298
-----------------------------------------------------------------------
Income from Discontinued Operations, Net of
Income Taxes -- $ 15
-----------------------------------------------------------------------
Net Income $ 8 $ 3,313
-----------------------------------------------------------------------
Preferred Dividend Requirements and Accretion $ 122 $ 732
-----------------------------------------------------------------------
Net Income (Loss) Attributable to
Common Stockholders $ (114) $ 2,581
-----------------------------------------------------------------------
Income (Loss) Per Share - Basic
- 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
-----------------------------------------------------------------------
Income (Loss) Per Share - Diluted
- 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
-----------------------------------------------------------------------
1. Earnings before interest, taxes, depreciation and amortization,
commonly referred to as EBITDA, is not a defined term within Generally
Accepted Accounting Principles. The table below reconciles Net Income
to Earnings before interest, taxes, depreciation and amortization
(EBITDA)
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
UNAUDITED RECONCILIATION BETWEEN CONSOLIDATED STATEMENT OF
OPERATIONS AND EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
(in thousands)
----------------------------------------------------------------
Three Months Ended
March 31,
-----------------------
2004 2003
----------------------------------------------------------------
Net Income $ 8 $ 3,313
----------------------------------------------------------------
(Income) from Discontinued Operations,
Net of Income Taxes $ -- ($15)
----------------------------------------------------------------
Income Tax Expense $ 323 $ 304
----------------------------------------------------------------
Interest Expense (Income) $ -- $ 425
----------------------------------------------------------------
Depreciation and Amortization $ 249 $ 245
----------------------------------------------------------------
Earnings Before Interest, Taxes,
Depreciation and Amortization $ 580 $ 4,272
----------------------------------------------------------------
BOOTS & COOTS INTERNATIONAL WELL CONTROL, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in thousands)
----------------------------------------------------------------
March 31, December 31,
2004 2003
--------------------------
Current Assets $ 12,565 $ 16,323
----------------------------------------------------------------
Current Liabilities $ 5,060 $ 6,948
----------------------------------------------------------------
Total Working Capital $ 7,505 $ 9,375
----------------------------------------------------------------
Total Assets $ 15,758 $ 19,726
----------------------------------------------------------------
Long Term Debt and Notes Payable $ 10,741 $ 12,398
----------------------------------------------------------------
Total Liabilities $ 15,801 $ 19,346
----------------------------------------------------------------
Total Shareholders' Equity (Deficit) $ (43) $ 380
----------------------------------------------------------------
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 20, 2004