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13-Feb-2006
Quarterly Report
Item 2. Management's Discussion And Analysis Or Plan Of Operation
The following is management's discussion and analysis of certain significant factors that will or have affected our financial condition and results of operations. Certain statements under this section may constitute "forward-looking statements". The following discussion should be read in conjunction with the audited financial statements and notes thereto included in the Company's Form 10-KSB for the year ended March 31, 2005.
FINANCIAL CONDITION
We had net losses of $1,007,000 and $978,000 during the nine months ended December 31, 2005 and 2004, respectively. As of December 31, 2005, we had a cash balance of $227,000 and current liabilities of $1,511,000 with obligations aggregating $782,000 for trade creditors and accrued expenses, 581,000 in interest payable, $38,000 in a note payable, as well as total long-term obligations in the amount of $3,003,000 to convertible debenture holders and others. As described in Note 3 to the condensed consolidated financial statements, on June 30, 2005, the Company entered in a Securities Purchase Agreement with AJW Partners, LLC and its related entities for the sale of $900,000 of 10% three-year secured convertible debentures, and closed on the sale of an aggregate of $900,000 of convertible debentures since that date. We believe that the proceeds from the sale of the convertible debentures will be sufficient for the next twelve-month period to meet our working capital needs, including funds needed to (a) attract additional customers through marketing and promotional efforts or (b) acquire customer lists.
Our independent auditors have added an explanatory paragraph to their audit opinions issued in connection with our consolidated financial statements for the fiscal years 2005 and 2004, which states that our ability to continue as a going concern depends upon our ability to resolve liquidity problems, principally by obtaining capital, increasing sales and generating sufficient revenues to become profitable. Our ability to obtain additional funding, as well as attracting additional customers as described above, will determine our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.
RELATED PARTY TRANSACTIONS
During the nine months ended December 31, 2005, the Company's due from (due to) related parties for oil purchases and interest bearing cash advances to/from NRG Heat & Power, LLC (NRG) and Flaw, Inc. (Flaw), oil suppliers that are owned and managed by Messrs. Cirillo and Pipolo, officers of the Company, changed by $33,424, with a balance of $18,713 included in due to related parties in current assets on December 31, 2005 compared to a balance of $14,711 included in due from related parties in current liabilities on March 31, 2005. As of December 31, 2005, accrued interest due to/from related parties was $0.
During the nine months ended December 31, 2005 and 2004, the Company purchased oil for resale from NRG and Flaw in the amount of $859,464 and $226,060, respectively, or 41.7% and 23.8%, respectively, of total heating oil purchased, and had fuel sales to NRG and Flaw in the amount of $47,811 and $56,999, respectively.
During the nine months ended December 31, 2005, the Company's liability to related parties for oil purchases and non-interest bearing cash advances to/from NRG Heat & Power, LLC (NRG) and Flaw, Inc. (Flaw), oil suppliers that are owned and managed by Messrs. Cirillo and Pipolo, officers of the Company, was netted against other payments by the Company and, accordingly, $19,000 was included in due from related parties in current assets on December 31, 2005. As of December 31, 2005, accrued interest due to/from to related parties was $0.
COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 2005 TO THE THREE MONTHS ENDED
DECEMBER 31, 2004
Overall Results Of Operations
For the three months ended December 31, 2005, we incurred a net loss of $328,000, or $(.00) per share, an increase of $164,000 from the net loss of $164,000 or $(.00) per share for the comparable prior year period. The net loss for the three months ended December 31, 2005 and December 31, 2004 included non-cash charges of $66,000 and $125,000, respectively, for debt discount amortization expense, and $74,000 and $59,000, respectively, for amortization of deferred compensation and stock issued to consultants. The increase in net loss is primarily attributable to an increase in selling, general and administrative expenses as well as depreciation expense, and a gain of $250,000 for the forgiveness of accrued and unpaid interest for the convertible debentures in the 2004 period, offset by the decrease in non-cash charges discussed above.
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Sales
Total net sales for the three months ended December 31, 2005 were $1,829,000 compared to $729,000 for the three months ended December 31, 2004. The increase of $1,100,000, or 151%, can be attributed to a substantial increase in the average selling price per gallon of heating oil to $2.30 from $1.61, or 43.2%, caused by world market conditions, and a 75.3% increase in gallons sold in the current period compared to the earlier period. The increase in gallons sold is attributable to a larger customer base that increased through acquisitions in January, September and October 2005, as well as through marketing activities.
Gross Profit
Gross profit increased to $177,000 for the three months ended December 31, 2005 compared to $12,000 for the three months ended December 31, 2004, or $165,000, with gross margin increasing to 9.7% from 1.6% for the period. Despite the increase, these margins are lower than historical levels and are principally due to the continued increase in product costs caused by world market conditions and rising transportation expenses. Heating oil retailers generally cannot raise selling prices as quickly as product costs increase in a rising market; conversely, selling prices generally do not fall as quickly as product costs decrease in a falling market. In the recent trend toward high prices that has occurred for the past eighteen months, fewer customers elected fixed price contracts. Such contracts allow the related purchase requirements to be hedged and, therefore, typically generate greater gross margins than selling and purchasing on the spot market allow. As prices decrease to more traditional levels, or stabilize, it is anticipated that customers will generally elect fixed price contracts in greater proportions.
Operating Expenses
Total operating expenses increased to $411,000 for the three months ended December 31, 2005, from $316,000 for the three months ended December 31, 2004, or $95,000, attributable to increased employee compensation of $59,000, increased insurance of $15,000, increased professional fees of $18,000 and an increase of $19,000 in amortization costs offset by a decrease in advertising of $23,000.
Other Income (Expense)
Interest expense decreased to $100,000 from $127,000 for the three months ended December 31, 2005 as compared with the three months ended December 31, 2004, or $27,000, due to a decrease in the debt discount expense to $66,000 from $75,000, as well as the effect of a decrease in the interest rate on convertible debentures to 8% from 10% that was an element of a debt restructuring on October 15, 2004 a decrease in interest expense due to convertible debenture conversions. Further, a gain of $250,000 for the forgiveness of accrued and unpaid interest for the convertible debentures was recorded in the earlier period.
COMPARISON OF THE NINE MONTHS ENDED DECEMBER 31, 2005 TO THE NINE MONTHS ENDED
DECEMBER 31, 2004
Overall Results Of Operations
For the nine months ended December 31, 2005, we incurred a net loss of $1,007,000, or $(.01) per share, which was an increase of $28,000 from the net loss of $978,000 or $(.01) per share for the comparable prior year period. The net loss for the nine months ended December 31, 2005 and December 31, 2004 included non-cash charges of $120,000 and $375,000, respectively, for debt discount amortization expense, and $98,000 and $178,000, respectively, for amortization of deferred compensation and stock issued to consultants. The increase in net loss is primarily an increase in selling, general and administrative expenses, and gain of $250,000 for the forgiveness of accrued and unpaid interest for the convertible debentures in the 2004 period, offset by the decrease in non-cash charges described above.
Sales
Total net sales for the nine months ended December 31, 2005 were $2,612,000 compared to $1,079,000 for the nine months ended December 31, 2004. The increase of $1,533,000, or 142%, can be attributed principally to a substantial increase in the average selling price per gallon of heating oil to $2.19 from $1.49, or 47.1%, caused by world market conditions, and a 64.5% increase in gallons sold in the current period compared to the earlier period. The increase in gallons sold is attributable to a larger customer base that increased through acquisitions in January, September and October 2005, as well as through marketing activities.
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Gross Profit
Gross profit increased to $216,000 for the nine months ended December 31, 2005 compared to $38,000 for the nine months ended December 31, 2004, or $178,000, with gross margin increasing to 8.3% from 3.5% for the period. Despite the increase, these margins are lower than historical levels and are principally due to the continued increase in product costs caused by world market conditions and rising transportation expenses. Heating oil retailers generally cannot raise selling prices as quickly as product costs increase in a rising market; conversely, selling prices generally do not fall as quickly as product costs decrease in a falling market. In the recent trend toward high prices that has occurred for the past 18 months, fewer customers elected fixed price contracts. Such contracts allow the related purchase requirements to be hedged and, therefore, typically generate greater gross margins than selling and purchasing on the spot market allow. As prices decrease to more traditional levels, or stabilize, it is anticipated that customers will generally elect fixed price contracts in greater proportions.
Operating Expenses
Total operating expenses increased to $977,000 for the nine months ended December 31, 2005, from $727,000 for the nine months ended December 31, 2004, or $250,000, attributable to increased employee compensation of $210,000 and increased insurance of $32,000 offset by lower bad debt expense of $21,000 and advertising of $7,000.
Other Income (Expense)
Interest expense decreased to $269,000 from $555,000 for the nine months ended December 31, 2005 as compared with the nine months ended December 31, 2004, or $286,000, due principally to a decrease in the debt discount expense to $120,000 from $375,000, as well as a decrease in the interest rate on convertible debentures to 8% from 10% that was an element of a debt restructuring on October 15, 2004. Further, a gain of $250,000 for the forgiveness of accrued and unpaid interest for the convertible debentures was recorded in the earlier period.
Seasonality
Profitability is negatively affected by the seasonality of our business whereby the first two quarters of our fiscal year are traditionally the slowest quarters for deliveries of fuel oil due to warmer weather conditions in our market, the northeastern United States. Demand increases substantially in the third quarter and peaks in the fourth quarter of each fiscal year.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Companys financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors, and the Company does not have any non-consolidated special purpose entities.
LIQUIDITY AND CAPITAL RESOURCES
As of December 31, 2005, we had a cash balance of $227,000 and a negative cash flow from operations of $646,000 for the nine month period then ended. Since inception through the period ended December 31, 2005, we have financed our operations through loans from related parties and through private placements of both debt and equity. On June 30, 2005, the Company entered in a Securities Purchase Agreement with AJW Partners, LLC and its related entities for the sale of $900,000 of 10% three-year secured convertible debentures and closed on the sale of convertible debentures of that amount, before expenses, since that date. We believe that the December 31, 2005 proceeds from the convertible debentures will be sufficient for the next twelve-month period to meet our working capital needs, including funds needed to (a) attract additional customers through marketing and promotional efforts or (b) acquire customer lists.
The holders of Series A Preferred Stock are entitled to receive cumulative cash dividends of six percent (6%) per annum, payable in arrears on March 31, June 30, September 30 and December 31 of each year, commencing December 31, 2004, out of funds legally available thereof. As of December 31, 2005, dividend arrearage on the Series A Preferred Stock aggregated approximately $89,000. The Company had a stockholders deficiency of $1,671,000 at December 31, 2005; accordingly it did not have legally available funds available to declare and pay a dividend. Other provisions relating to the Series A Preferred Stock include:
In the event dividends are distributed to holders of shares of common stock, the holders of Series A Preferred Stock shall be entitled to receive dividends on a pari passu basis.
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In the event of a Liquidation Event, as defined in the Certificate of Designation, Preferences, and Rights of the Series A Preferred Stock (the Certificate of Designation), the holders of Series A Preferred Stock shall be entitled to a Liquidation Preference consisting of the Stated Value, accrued and unpaid dividends, and any other amounts owed.
Mandatory redemption provisions are effective if and when the Company fails to issue shares of common stock to holders of the Series A Preferred Stock upon exercise of conversion rights, or the common stock of the Company fails, after having been initially listed, to remain listed on the Over-the-Counter Bulletin Board, NASDAQ National Market, NASDAQ SmallCap Market, New York Stock Exchange or American Stock Exchange, for any reason within the control of the Company.
The Company may elect to optionally redeem the Series A Preferred Stock in an amount equal to 120% of the Stated Value of each share, accrued and unpaid dividends, and any other amounts owed.
Each share of Series A Preferred Stock is convertible into common shares at the Conversion Price generally set at 85% of the average of the lowest three Average Daily Prices, as defined the Certificate of Designation, for the Companys common stock during the 20-day trading period prior to the date of a conversion notice. In connection with this discounted conversion feature, the Company recorded a discount to Series A Preferred Stock in the amount of $212,000, which is being amortized over the 36-month period prior to the automatic conversion date described below, unless conversion occurs prior to that date. During the three-month period ended December 31, 2005, amortization of $53,000 was charged to accumulated deficit.
So long as certain conditions are met, all shares of Series A Preferred Stock issued and outstanding on October 14, 2007, shall be automatically converted into shares of common stock at the Conversion Price.
The notes to our condensed consolidated financial statements as of December 31, 2005 contain footnote disclosure regarding an uncertainty with respect to our ability to continue as a going concern. We have not generated sufficient revenues to cover our expenses, and we have an accumulated deficit of $5,440,000. However, we believe that by concentrating on our core business of selling home heating oil, as well as by seeking the possible acquisition of profitable businesses and the addition of customers through marketing and promotional efforts and reserving a portion of the proceeds of the recent sale of convertible debentures, we will generate sufficient revenues and liquidity for the Company to operate for the next twelve months. However, as of December 31, 2005, we had $1,511,000 of current liabilities and there can be no assurances that the Company will be successful in developing its business and achieving a profitable level of operations sufficient to meet its ongoing cash needs.
The Company has total liabilities and contractual obligations of $4,513,000 as of December 31, 2005. These contractual obligations, along with the dates on which such payments are due, are described below:
Contractual Obligations
(as of December 31, 2005)
Total 1 Year or Less More Than 1 Year
Convertible Debentures $ 2,842,000 $ $ 2,842,000
Accounts Payable and Accrued
Expenses 782,000 782,000
Note Payable (a) 115,000 38,000 77,000
Accrued Interest 581,000 581,000
Other 193,000 109,000 84,000
Total Contractual Obligations $ 4,513,000 $ 1,510,000 $ 3,003,000
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(a) During the nine months ended December 31, 2005, the purchase price of a customer list acquired by the Company included a note payable in the amount of $123,965, net of imputed interest.
The Companys failure to develop its business and achieve a sufficiently profitable level of operations will likely have a material, adverse effect on the Companys business, results of operations and financial condition and the Companys ability to continue as a going concern. As a consequence of such failure, we may be forced to seek protection under the bankruptcy laws. In that event, it is unclear whether we could successfully reorganize our capital structure and operations, or whether we could realize sufficient value for our assets to satisfy our creditors in full. Accordingly, should we be forced to file for bankruptcy protection, there is no assurance that our stockholders would receive any value.
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Below is a discussion of our sources and uses of funds for the nine months ended December 31, 2005 and 2004.
Net Cash Used In Operating Activities
Net cash used in operating activities was $646,000 and $512,000 in the nine months ended December 31, 2005 and 2004, respectively. The use of cash in operating activities for the nine months ended December 31, 2005 was principally the result of a net loss of $1,007,000 and seasonable increases in accounts receivable of $220,000 as sales increase with colder weather and inventory of $29,000 as heating oil purchasing increases, partially offset by a seasonable increase in accounts payable and accrued expenses of $102,000, non-cash charges of $292,000 and an increase in accrued interest of $144,000 and customer deposits of $64,000. The use of cash in operating activities for the nine months ended December 31, 2004 was principally the result of a net loss of $978,000 and seasonable increases in accounts receivable of $11,000, inventory of $27,000 and prepaid expenses of $54,000, and a decrease in accounts payable of $85,000 following the receipt of proceeds from the Series A Preferred Stock issuance, partially offset by non-cash charges of $413,000 and an increase in accrued interest of $179,000 and customer deposits of $50,000.
Net Cash Used In Investing Activities
We used $249,000 during the nine months ended December 31, 2005 for the acquisition of intangible assets, principally customer lists, $18000 and $17,000 during the nine months ended December 31, 2005 and 2004, respectively, for the acquisition of property and equipment.
Net Cash Provided By Financing Activities
Net cash provided by financing activities for the nine months ended December 31, 2005 amounted to $748,000, principally attributable to $857,000 of funds received from the issuance of convertible debentures (net of prepaid interest withheld) offset by transaction costs of $75,000. Net cash provided by financing activities for the nine months ended December 31, 2004 was $1,171,000 from the proceeds from the Series A Preferred Stock issuance.
RISK FACTORS
RISKS RELATED TO OUR BUSINESS:
WE HAVE HAD LOSSES SINCE OUR INCEPTION. WE EXPECT LOSSES TO CONTINUE IN THE FUTURE AND THERE IS A RISK WE MAY NEVER BECOME PROFITABLE.
For the nine months ended December 31, 2005 and 2004, we had net losses of $1,007,000 and $978,000, respectively. For the fiscal years ended March 31, 2005 and 2004, we had net losses of $1,254,000 and $1,319,000, respectively. We expect to continue to incur significant operating expenses until such time as the volume of heating oil sold increases and/or we add ancillary products or product lines to our business.
OUR INDEPENDENT AUDITORS HAVE EXPRESSED DOUBT ABOUT OUR ABILITY TO CONTINUE AS A GOING CONCERN, WHICH MAY HINDER OUR ABILITY TO OBTAIN FUTURE FINANCING.
In their report dated June 21, 2005 (except for Note 11 as to which the date is July 5, 2005) on our consolidated financial statements for the fiscal year ended March 31, 2005, our independent auditors have expressed doubt about our ability to continue as a going concern. Our ability to continue as a going concern is a result of recurring losses from operations, a stockholders' deficit, and requirement for a significant amount of capital financing to proceed with our business plan. Our ability to continue as a going concern is subject to our ability to generate a profit and/or obtain necessary funding from outside sources, including obtaining additional funding from the sale of our securities, increasing sales or obtaining loans where possible. The going concern qualification in the auditor's report increases the difficulty in meeting such goals and there can be no assurances that such methods will prove successful.
WE HAVE A WORKING CAPITAL DEFICIT, WHICH MEANS THAT OUR CURRENT ASSETS ON SEPTEMBER 30, 2005 WERE NOT SUFFICIENT TO SATISFY OUR CURRENT LIABILITIES ON THAT DATE.
We had a working capital deficiency of $353,000 at December 31, 2005 which means that our current liabilities exceeded our current assets by $353,000. Current assets are assets that are expected to be converted into cash within one year and, therefore, may be used to pay current liabilities as they become due. Our working capital position was such that our current assets on December 31, 2005 were not sufficient to satisfy all of our current liabilities on that date.
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OUR OPERATIONS ARE HAZARDOUS AND COULD EXPOSE US TO THE RISK OF MATERIAL LIABILITIES, LOST REVENUES OR INCREASED EXPENSES.
There are risks associated with the handling of oil, such as operational hazards and unforeseen interruptions caused by events beyond our control. These include accidents, the breakdown or failure of equipment or processes, and catastrophic events. Liabilities incurred and interruptions in operations caused by the handling of oil, have the potential to materially impact our consolidated results of operations, financial position and liquidity.
OUR OPERATIONS ARE HAZARDOUS AND COULD EXPOSE US TO THE RISK OF ENVIRONMENTAL LIABILITIES.
There are environmental risks associated with the risks in the handling of oil mentioned above, which include injury or loss of life and extensive property or environmental damage. In addition, the general handling of oil has the potential for serious impact on human health and the environment.
WE MAY HAVE TO CURTAIL OUR BUSINESS IF WE CANNOT FIND ADEQUATE FUNDING.
While we are negotiating with the holders of our convertible debentures for additional financing, we currently have no legally binding commitments with any third parties to obtain any amount of additional equity or debt financing. Our principal stockholders have limited financial resources and may not be able to continue to lend funds to us. We may not be able to obtain any additional financing in the amounts or at the times that we may require the financing or, if we do obtain any financing, that it would be on acceptable terms because of the following:
· we have no additional assets to pledge as security for a loan; and
· we may be viewed as a high market risk.
As a result, we may not have adequate capital to implement future expansions, to maintain our current levels of operation or to pursue strategic acquisitions. Our failure to obtain sufficient additional financing could result in the delay or abandonment of some or all of our expansion and expenditures, which could harm our business and the value of our common stock.
OUR BUSINESS OPERATIONS WILL BE HARMED IF WE ARE UNABLE TO OBTAIN ADDITIONAL FUNDING.
Although we closed on $900,000 of convertible debentures during the nine months ended December 31, 2005, our business operations will be harmed if we are unable to obtain additional funding from related parties or from other investors or lenders. We do not know if additional financing will be available when needed, or if it is available, if it will be available on acceptable terms. Insufficient funds may prevent us from implementing our business strategy or may require us to delay, scale back or eliminate certain business opportunities for our product and services.
RISKS RELATING TO OUR CURRENT FINANCING AGREEMENTS:
POSSIBILITY OF ANOTHER DEFAULT ON OUR CONVERTIBLE DEBENTURES
Prior to a restructuring on October 15, 2004, convertible debentures issued in 2001, 2002 and June 2003 aggregating $2,517,949 had matured and were in default. There can be no assurance that we will be successful in generating the cash flow or raising the funds necessary to retire these debentures now with maturity dates of October 14, 2007 and the additional debentures issued during the nine months ended December 31, 2005 with a maturity date of June 30, 2008. The debentures are collateralized by all of our assets and, in the event we are unable to repay or restructure these debentures, there is no assurance that the holders of the debentures will not institute legal proceedings to recover the amounts owed including foreclosure on our assets.
THERE ARE A LARGE NUMBER OF SHARES UNDERLYING OUR CONVERTIBLE DEBENTURES, CONVERTIBLE PREFERRED STOCK AND WARRANTS THAT MAY BE AVAILABLE FOR FUTURE SALE AND THE SALE OF THESE SHARES MAY DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.
As of January 31, 2006, we had 129,776,826 shares of common stock issued and outstanding, outstanding convertible debentures and shares of convertible preferred stock that may be converted into an estimated 323,564,186 shares of common stock at current market prices, and outstanding warrants to purchase up . . .