SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2013
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE EXCHANGE ACT
For the transition period from ____________ to____________
Commission File No. 000-53182
RTS OIL HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
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Utah
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11-3797590
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(State or Other Jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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2319 Foothill Drive, Suite 160
Salt Lake City, Utah 84109
(Address of Principal Executive Offices)
(801) 810-4662
(Registrants Telephone Number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the Registrant has (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the Registrant 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 definition 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 [ ] 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]
Outstanding Shares
Indicate the number of shares outstanding of each of the Registrants classes of common stock, as of the latest practicable date: February 14, 2014 33,333,376 shares of common stock.
FORWARD-LOOKING STATEMENTS
In this Quarterly Report on Form 10-Q, references to RTS Oil, the Company, we, us, our and words of similar import refer to RTS Oil Holdings, Inc., a Utah corporation and its subsidiaries, unless the context requires otherwise.
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). In some cases, you can identify forward-looking statements by the following words: anticipate, believe, continue, could, estimate, expect, intend, may, ongoing, plan, potential, predict, project, should, will, would, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations on our business and our failure to successfully develop, compete in and finance our current and intended business operations.
You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the Securities and Exchange Commission (the SEC), including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE
We qualify as an emerging growth company, as defined in Section 2(a)(19) of the Securities Act by the Jumpstart Our Business Startups Act (the JOBS Act). An issuer qualifies as an emerging growth company if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:
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the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.0 billion or more;
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the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;
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the date on which the issuer has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or
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the date on which the issuer is deemed to be a large accelerated filer, as defined in Section 240.12b-2 of the the Exchange Act.
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As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:
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Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires evaluations and reporting related to an issuers internal controls;
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Section 14A(a) of the Exchange Act, which requires an issuer to seek shareholder approval of the compensation of its executives not less frequently than once every three years; and
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Section 14A(b) of the Exchange Act, which requires an issuer to seek shareholder approval of its so-called golden parachute compensation, or compensation upon termination of an employees employment.
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Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
The Financial Statements of the Registrant required to be filed with this 10-Q Quarterly Report were prepared by management and commence below, together with related notes. In the opinion of management, the Financial Statements fairly present the financial position of the Registrant.
RTS OIL HOLDINGS, INC.
(FORMERLY GEO POINT TECHNOLOGIES, INC.)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
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Consolidated Balance Sheets as of December 31, 2013 and March 31, 2013
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F-2
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Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and nine months ended December 31, 2013 and 2012
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F-3
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Consolidated Statements of Cash Flows for the nine months ended December 31, 2013 and 2012
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F-4
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Notes to Consolidated Financial Statements
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F-5
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RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(unaudited)
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As of December 31,
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As of March 31,
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2013
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2013
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ASSETS
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CURRENT ASSETS
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Cash and cash equivalents
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$ 55
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$ 3
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Accounts receivable, net of allowance for doubtful accounts of $15 and $15, respectively
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5,283
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1,466
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Accounts receivable pledged as security to creditors
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-
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1,843
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Inventories, net
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19,821
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16,893
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Advances to suppliers, net of
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allowance for doubtful accounts of $170 and $175, respectively
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50,429
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32,165
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Taxes receivable
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114
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-
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Deferred tax assets
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3
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3
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Other receivable
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42
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342
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Total current assets
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75,747
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52,715
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NON-CURRENT ASSETS
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Property and equipment, net
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4,397
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374
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Goodwill
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2,698
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-
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Total non-current assets
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7,095
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374
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TOTAL ASSETS
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$ 82,842
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$ 53,089
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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$ 1,476
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$ 538
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Interest payable
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1,665
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382
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Advances from customers
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1,319
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1,106
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Taxes payable
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7,201
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3,491
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Lines of credit payable
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45,229
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46,968
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Notes payable
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1,392
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-
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Capital lease obligations
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625
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-
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Loans payable to related parties
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477
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-
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Total current liabilities
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59,384
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52,485
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Commitments and contingencies (Note 4)
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STOCKHOLDERS' EQUITY
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Preferred stock; $0.001 par value; 5,000,000 shares authorized; none outstanding
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-
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-
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Common stock; par value of $0.001; 100,000,000 shares authorized; 33,333,376 and 23,311,667 shares issued and outstanding at December 31, 2013 and March 31, 2013, respectively
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33
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23
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Additional paid-in capital
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15,052
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6,375
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Retained earnings
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8,318
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4,801
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Contributions receivable
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-
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(10,705)
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Accumulated other comprehensive loss
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55
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110
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Total stockholders equity
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23,458
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604
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$ 82,842
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$ 53,089
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The accompanying notes are an integral part of these consolidated financial statements.
F-2
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME (LOSS)
(In thousands, except per share data)
(unaudited)
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For the Three Months Ended December 31,
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For the Nine Months Ended
December 31,
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2013
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2012
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2013
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2012
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Revenues, net
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$ 29,009
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$ 20,727
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$ 69,548
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$ 57,981
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Costs and operating expenses
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Crude oil and product costs
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21,187
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17,746
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54,048
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49,238
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Selling, general and administrative expenses
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655
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590
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2,206
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1,226
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Related party rent expense
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1,115
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1,141
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3,373
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3,448
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Total operating expenses
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22,957
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19,477
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59,627
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53,912
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Total operating income
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6,052
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1,250
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9,921
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4,069
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Other income (expense), net
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(31)
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247
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128
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557
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Interest expense
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(1,773)
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(1,511)
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(4,613)
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(4,561)
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Income (loss) before provision for income taxes
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4,248
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(14)
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5,436
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65
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Provision for income taxes
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(1,333)
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(188)
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(1,919)
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(695)
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Net income (loss)
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2,915
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(202)
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3,517
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(630)
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Other comprehensive income - foreign currency translation adjustment, net of tax
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(123)
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(194)
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(55)
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(515)
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Total comprehensive income (loss), net of tax
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$ 2,793
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$ (396)
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$ 3,462
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$ (1,145)
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Basic and diluted earnings (loss) per share
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$ 0.09
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$ (0.01)
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$ 0.11
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$ (0.03)
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Basic and diluted weighted average common shares outstanding
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33,333,376
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23,311,667
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31,948,558
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23,311,667
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The accompanying notes are an integral part of these consolidated financial statements.
F-3
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
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Nine Months Ended December 31,
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Nine Months Ended December 31,
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2013
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2012
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net income (loss)
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$ 3,517
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$ (630)
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Adjustments to reconcile net income (loss) to net cash used in operating activities:
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Depreciation
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249
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57
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Related party rent expense in excess of contractual amount
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3,288
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3,368
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Changes in operating assets and liabilities:
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Accounts receivable
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(3,904)
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(14,212)
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Inventories
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(3,424)
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5,010
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Advances to suppliers
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(19,376)
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15,004
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Taxes receivable
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-
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774
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Other receivable
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350
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-
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Accounts payable and accrued liabilities
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657
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(14,375)
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Interest payable
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575
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-
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Advances from customers
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(219)
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138
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Taxes payable
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3,854
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1,889
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Net cash used in operating activities
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(14,433)
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(2,977)
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CASH FLOWS FROM INVESTING ACTIVITIES
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Purchase of property and equipment
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-
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(132)
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Cash received in acquisition
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4
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-
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Net cash provided by (used in) investing activities
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4
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(132)
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CASH FLOWS FROM FINANCING ACTIVITIES
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Borrowings on lines of credit
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72,304
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164,235
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Payments on lines of credit
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(70,713)
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(161,602)
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Payments on long-term loans from related parties
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-
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197
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Capital contributions
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12,904
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-
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Net cash provided by financing activities
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14,495
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2,830
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EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS
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(14)
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(11)
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NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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52
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(290)
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CASH AND CASH EQUIVALENTS Beginning of period
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3
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532
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CASH AND CASH EQUIVALENTS End of period
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$ 55
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$ 242
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
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Cash paid for interest
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$ 3,330
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$ 4,561
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Cash paid for income taxes
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-
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-
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NON-CASH OPERATING, INVESTING AND FINANCING ACTIVITIES
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Related party rent expense as contributions to equity
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$ 3,288
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$ 3,368
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Acquisition of Geo Point in exchange for stock
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3,590
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-
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Netting accounts receivable against line of credit under secured borrowing agreement
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1,818
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-
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The accompanying notes are an integral part of these consolidated financial statements.
F-4
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 1 - GENERAL INFORMATION
Background
RTS OIL LLC (RTS or the Company), a Kazakhstan registered entity organized as a limited liability partnership, was founded in 2000 and is headquartered in Taraz, Kazakhstan. RTS is a distributor of refined oil products in the wholesale and retail markets in southern Kazakhstan.
RTS operates 19 gasoline stations and seven (7) crude oil and fuel terminals (fuel tank farms). Of the seven (7) fuel tank farms, RTS owns one (1) fuel tank farm and leases six (6) others with total storage capacity of more than 40,000 tons of crude oil and refined oil products. RTS leases the gasoline stations under operating lease agreements with related parties (see Note 4, Commitments and Contingencies, for additional information). RTS also owns a fleet of 28 trucks with capacities ranging from 20 to 34 tons of diesel/gasoline. Refined products are sold wholesale to other distributors and retail via RTS gasoline stations. RTS also supplies furnace fuel to refineries in the Kyrgyz republic for further processing.
On May 8, 2013, Geo Point Technologies, Inc. (Geo Point) entered into a Share Exchange Agreement (the Agreement) with RTS to acquire all of the issued and outstanding owners equity of RTS. Pursuant to the terms of the Agreement, RTS became a wholly owned subsidiary of Geo Point, and the RTS shareholders assumed the controlling interest in Geo Point. RTS has accounted for the transaction as a reverse acquisition whereby the operations of RTS are the historical operations presented in the consolidated financial statements.
On July 2, 2013, Geo Point changed its name to RTS Oil Holdings, Inc. The consolidated financial statements presented herein include the historical operations of RTS and Geo Point from the date of the reverse acquisition of May 8, 2013 (all entities collectively referred to as the Company).
Acquisition of Geo Point Technologies, Inc.
The acquisition of Geo Point is accounted for as a reverse acquisition in accordance with ASC 805,
Business Combinations
as it was determined that RTS is the accounting acquirer because of the significant holdings and influence of the control group before and after the acquisition. In connection with the transaction, RTS owners held approximately 70% of Geo Points issued and outstanding common stock. In connection with this acquisition, the Company valued the common shares retained by the Geo Point shareholders at $3,590. The common shares were valued using the estimated fair market value of the portion of ownership interest of RTS that was transferred to Geo Point shareholders. The acquisition of Geo Point by RTS allowed RTS to expand its oil processing facilities.
The assets and liabilities of Geo Point are reported at their fair value at the time of acquisition. Goodwill has been recorded based on the amount by which the purchase price exceeded the fair value of the net assets acquired. The allocation of the purchase price is subject to adjustment for a 12-month period that will end on May 8, 2014. The following is the preliminary allocation of the purchase price:
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Value of consideration issued:
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$ 3,590
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Assets:
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Current assets
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183
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Property plant and equipment
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4,536
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4,719
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Liabilities:
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Accounts payable and accrued liabilities
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(1,549)
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Current debt
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(2,278)
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(3,827)
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Goodwill
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$ 2,698
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RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Interim Information
The consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.
These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements and notes thereto for Geo Point for the year ended March 31, 2013 included in Geo Points Annual Report on Form 10-K, which was filed with the SEC on July 16, 2013, and the RTS audited financial statements included on Form 8-K/A filed with the SEC on September 18, 2013. The consolidated interim financial statements for the nine months ended December 31, 2013, are not necessarily indicative of the results expected for the full year.
Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, RTS Oil, LLC, GSM Oil Holdings Ltd, GSM Oil, B.V. and Sinur Oil LLP, after elimination of all material inter-company accounts and transactions. The operations of GSM Oil Holdings Ltd, GSM Oil, B.V. and Sinur Oil LLP, collectively considered as Geo Point, have been included as of May 1, 2013, which approximates the acquisition date of May 8, 2013.
Use of Estimates
The Companys consolidated financial statements are prepared in accordance with GAAP. GAAP requires management to make judgments, estimates and assumptions that may affect the reported amounts of assets and liabilities as of the date of its financial statements as well as the reported amounts of revenues and expenses during the periods presented. These judgments, estimates and assumptions are used for, but not limited to: the fair market value of the consideration issued in connection with the acquisition of Geo Point, the fair market value of the assets and liabilities of Geo Point, useful lives of property and equipment, potential impairment of intangible assets, and the provision for income taxes including required valuation allowances. The Company bases its estimates on various factors and information which may include, but are not limited to, history and prior experience, experience of other enterprises in the same industry, and current economic conditions. Actual results may differ from these estimates, and these differences may be material.
Goodwill
The Companys policy provides for annual evaluation of goodwill on the first day of the fourth fiscal quarter and whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. Impairment of goodwill is tested at the reporting unit level by comparing the segments' net carrying value, including goodwill, to the fair value of the unit. The fair values of our reporting units are estimated using a combination of the income or discounted cash flows approach and the market approach, which uses comparable market data. If the carrying amount of the segment exceeds its fair value, goodwill is potentially impaired and a second test would be performed to measure the amount of impairment loss, if any. All goodwill is associated with the acquisition of Geo Point. At December 31, 2013, the Company determined there were no indicating factors for an impairment.
F-6
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Foreign Currency
The Kazakh Tenge is the
functional currency of the Company. The respective balance sheets have been translated into USD at the exchange rates prevailing at each balance sheet date. The respective statements of operations and comprehensive income (loss) have been translated into USD using the average exchange rates prevailing during the periods of each statement. The corresponding translation adjustments are part of accumulated other comprehensive income and are shown as part of shareholders equity. Transaction gains or losses related to balances denominated in a different currency than the functional currency are recognized in the statement of operations. Net foreign currency transaction gains and losses included in the Companys statements of operations were negligible for the nine months ended December 31, 2013 and 2012.
Comprehensive Income (Loss)
Total comprehensive income (loss) represents the net change in shareholders equity during a period from sources other than transactions with shareholders. Accumulated other comprehensive income is comprised solely of accumulated foreign currency translation adjustments.
Earnings (Loss) Per Common Share
Basic earnings (loss) per common share is computed by dividing net income (loss) available to common shareholders by the weighted-average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed by dividing net income available to common shareholders by the combination of dilutive common share equivalents, and the weighted-average number of common shares outstanding during the reporting period. Dilutive common share equivalents include the dilutive effect of in-the-money share equivalents, which are calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits that would be recorded in paid-in capital, if any, when an award is settled are assumed to be used to repurchase shares in the current period.
As of December 31, 2013, the Company did not have any dilutive securities other than warrants to purchase 83,334 shares of common stock at an exercise price of $5.25. The warrants were excluded from the dilutive share computation as the exercise price was in excess of the Company's average share price for the nine months ended December 31, 2013. The warrants are fully vested and expire in May 2015.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) that are adopted by the Company as of the specified date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Companys financial statements upon adoption.
NOTE 3 - NOTES PAYABLE, LINES OF CREDIT & CAPITAL LEASE
Lines of Credit with Banks
As of December 31, 2013, the Company had entered into four revolving lines of credit with four banks. The related lines of credit bear interest at annual rates from 13% to 19%. Advances on the line of credit are due one year or sooner from the date of the advance and are collateralized by certain properties and equipments, inventories, sales contracts and personal guarantees of the owners. The outstanding balance due under the line of credit was $45,229 and $46,968 as of December 31, 2013 and March 31, 2013, respectively. The amounts have been classified as short-term lines of credit payable in the accompanying balance sheets. As of December 31, 2013 and March 31, 2013, the Company has withdrawn up to the maximum limits on the lines. The Company does not have any additional lines of credit in place. Each line is separately contracted and is not revolving.
F-7
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited
Factoring Agreement
During the year ended March 31, 2013, the Company entered into a factoring agreement for financing purposes with the transfer of certain accounts receivable with recourse provision. The agreement qualifies as a secured borrowing with collateral under the guidelines of ASC 860,
Transfers and Servicing
. The loans obtained under the agreement bear interest at an annual rate of 18%. The assets pledged under the agreement are presented separately on the balance sheet as Accounts receivable pledged as security to creditors. As of December 31, 2013, the assets pledged and the related liabilities were $0 and $0, respectively. As of March 31, 2013, the assets pledged and the related liabilities were $1,843 and $2,026, respectively.
Capital Vario Notes Payable
In connection with the acquisition of Geo Point, the Company assumed third party notes payable of $500 and $403 and accrued interest on such notes. The notes accrue interest at 30% per annum and were in default at the time of acquisition. At December 31, 2013, the Company has accrued interest of approximately $726 included in interest payable. The notes are denominated in United States dollars. Translation gains and losses are immaterial to the consolidated financial statements and have not been recognized.
Capital Vario Revolving Line of Credit
In connection with the acquisition of Geo Point, the Company assumed a third party line of credit with the note payable holder described above. Under the terms of the line of credit, the Company was allowed to initially borrow up to a maximum of $50 accruing interest daily at a rate of 24% per annum and was due six months from issuance. As of December 31, 2013, the balance of the line of credit was $489, with no amounts available. As of December 31, 2013, the line of credit is in default, however, no demands for payment have been made by the holder. Accrued interest as of December 31, 2013, and 2012 was $82.
Capital Lease
In connection with the acquisition of Geo Point, the Company assumed a capital lease payable to a bank. The lease was used to purchase the primary refining equipment for Geo Point's refining facility. At the date of acquisition, the lease incurred interest at 19% per annum and was in default due to non-payment. Thus, the Company has recorded the entire liability as current on the accompanying consolidated balance sheet at December 31, 2013. The Company is currently attempting to renegotiate the lease and/or obtain an extension. There are no guarantees that an acceptable agreement can be reached. At December 31, 2013, the balance due on the capital lease including accrued interest and penalties was $625.
NOTE 4 - COMMITMENTS AND CONTINGENCIES
Related Party Operating Leases
At December 31, 2013 and 2012, the Company leased six (6) of its fuel tank farms and 19 of its petrol stations under operating lease agreements from related parties (immediate family members of an owner). The agreements are cancelable upon initiation of either party within three months and the rental payments are set at nominal amounts. The Company recorded the fair value of rental expense of $3,373 and $3,448 for the nine months ended December 31, 2013 and 2012, respectively.
F-8
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Taxation
Different Kazakhstani legislation acts and norms are often unclear, contradictory and subject to varying interpretation by different tax authorities and the Ministry of Finance of the Republic of Kazakhstan. Frequently, disagreements in opinions occur among local, regional and national tax authorities. The current regime of imposing fines and penalties for identified violations of Kazakhstani legislation, statutes and standards is sufficiently severe. Sanctions include confiscation of questionable amounts (for violation of currency control), as well as fines of 50% of accrued tax. The penalty rate is 22.5%.
The Company considers that it has accrued or paid all applicable taxes. The Companys policy assumes accrual of provisions in the period when probability of losses can be reliably assessed.
Environmental Issues
The Company is subject to various environmental laws and regulations of the Republic of Kazakhstan. Management believes that the Company complies with all government requirements regarding environment protection. However, there is no assurance that contingent liabilities will not arise.
Litigation
In the normal course of the Companys business, legal proceedings may be brought against the Company arising out of current and past operations, including matters related to commercial disputes, product liability, premises liability and personal injury claims, allegations of compliance with law violations, consumer claims, general environmental claims, allegations of exposures of third parties to toxic substances and other legal claims. There were no contingent liabilities at December 31, 2013, and March 31, 2013.
NOTE 5 - STOCKHOLDERS' EQUITY
Reverse Stock Split
Effective May 24, 2013, the Company effected a one for three reverse stock split. All share and per share amounts have been revised to reflect the reverse stock split on a retroactive basis.
Contributions Receivable
During the year ended March 31, 2013, the Company declared and paid a cash dividend in the total amount of $10,705. It later rescinded the decision in accordance with the terms of the original dividend declaration and the total amount of the dividend was to be repaid back to the Company. During the nine months ended December 31, 2013, the total amount of the dividend was repaid back to the Company in full.
During the nine months ended December 31, 2013, the owners contributed an additional $2,320 prior to May 8, 2013.
NOTE 6 - RELATED PARTY TRANSACTIONS
Operating Leases
The Company leases six (6) of its fuel tank farms and 19 of its petrol stations under operating lease agreements. See Note 4 for additional information.
F-9
RTS OIL HOLDINGS, INC.
(formerly Geo Point Technologies, Inc.)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Revolving Loans Payable to Related Parties
In connection with the acquisition of Geo Point, the Company assumed a revolving debt agreement with a direct relative of Geo Points principal shareholder. Under the terms of the agreement, the Company may borrow up to 27 million KZT, which converts to approximately $175 at December 31, 2013. The note does not incur interest and was due January 31, 2012, which automatically extends monthly until called by the holder. As of December 31, 2013, amounts due under this loan were $53 and $122 was available.
In connection with the acquisition of Geo Point, the Company assumed a revolving debt agreement with a direct relative of Geo Points shareholder. Under the terms of the agreement, the Company may borrow up to 30 million KZT, which converts to approximately $191 at December 31, 2013. The note does not accrue interest and was due February 2, 2013. As of December 31, 2013, amounts due under this loan were $191.
Assumption of Capital Lease
See Note 3 regarding the assumption of a capital lease from an entity owned by Geo Points shareholder. In connection with this assumption, Geo Point agreed to reimburse the entity payments that it had made on the capital lease. The amounts do not accrue interest and are due on demand. As of December 31, 2013, amounts due to this entity were approximately $233.
F-10
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations.
Special Note Regarding Forward-Looking Statements
In this Quarterly Report on Form 10-Q, references to RTS Oil, the Company, we, us, our and words of similar import refer to RTS Oil Holdings, Inc., a Utah corporation and its subsidiaries, unless the context requires otherwise.
This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). In some cases, you can identify forward-looking statements by the following words: anticipate, believe, continue, could, estimate, expect, intend, may, ongoing, plan, potential, predict, project, should, will, would, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. These factors include, but are not limited to, economic conditions generally in the United States and internationally, and in the industry and markets in which we have and may participate in the future, competition within our chosen industry, our current and intended business, our assets and plans, the effect of applicable United States and foreign laws, rules and regulations on our business and our failure to successfully develop, compete in and finance our current and intended business operations.
You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the SEC, including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
Plan of Operation
RTS operates 19 gasoline stations and seven (7) crude oil and fuel terminals (fuel tank farms). Of the seven (7) fuel tank farms, RTS owns one (1) fuel tank farm and leases six (6) others with total storage capacity of more than 40,000 tons of crude oil and refined oil products. RTS leases the gasoline stations under operating lease agreements with related parties (see Note 4, Commitments and Contingencies, for additional information). RTS also owns a fleet of 28 trucks with capacities ranging from 20 to 34 tons of diesel/gasoline. Refined products are sold wholesale to other distributors and retail via RTS gasoline stations. RTS also supplies furnace fuel to refineries in the Kyrgyz republic for further processing. We own and operate an oil refinery in Karatau, Kazakhstan, that refines crude oil into diesel fuel, gasoline, and mazut, a heating oil.
Managements Discussion and Analysis of Financial Condition and Results of Operations (in Thousands)
Three Months Ended December 31, 2013, Compared to the Three Months Ended December 31, 2012
Revenues
.
Revenues for the three months ended December 31, 2013, were $29,009, compared to $20,727 during the comparable prior period in 2012. The increase in reveunes was primarily due to the increased sales volume of petrol products from wholesale operations coupled with increase of retail prices.
Crude Oil and Product Purchases
.
Crude oil and product purchases for the three months ended December 31, 2013, were $21,187, compared to $17,746 during the comparable prior period in 2012. The increase in crude oil and product purchases was primarily due to the increase in revenues. The amount of the increase is partially off-set because the Company purchased certain inventory products at discounted prices due to having Advances to suppliers outstanding for an extended period of time.
Selling, General and Administrative Expenses
.
Selling, general and administrative expenses for the three months ended December 31, 2013, were $655, compared to $590 for the comparable prior period in 2012. Selling, general and
administrative expenses include compensation, professional services, marketing expenses, utilities, maintenance materials and services, and other support costs. The increase was related to an increase in the write-off of certain uncollectable balances partially offset by the decrease in certain expense categories such as third-party service expenditures and bank fees.
Nine Months Ended December 31, 2013, Compared to the Nine Months Ended December 31, 2012
Revenues
.
Revenues for the nine months ended December 31, 2013, were $69,548, compared to $57,981 during the comparable prior period in 2012. The increase in revenues was primarily due to an increase in sales from wholesale operations and increase of retail prices partially offset by the decrease in sales from petrol stations.
Crude Oil and Product Purchases
.
Crude oil and product purchases for the nine months ended December 31, 2013, were $54,048, compared to $49,238 during the comparable prior period in 2012. The increase in crude oil and product purchases was primarily due to the increase in revenues. The amount of the increase is partially off-set because the Company purchased certain inventory products at discounted prices due to having Advances to suppliers outstanding for an extended period of time.
Selling, General and Administrative Expenses
.
Selling, general and administrative expenses for the nine months ended December 31, 2013, were $2,206, compared to $1,226 for the comparable prior period in 2012. Selling, general and administrative expenses include compensation, professional services, marketing expenses, utilities, maintenance materials and services, and other support costs. The increase was primarily related to the additional professional expenditures incurred during the current period in connection with initial and continual expenditures related to initial public company filings.
Cash Flows from Operating Activities
.
Net cash used in operating activities during the nine months ended December 31, 2013, was $14,433, compared to net cash used by operating activities for the nine months ended December 31, 2012, of $2,977 This increase in cash used by operations was primarily due to the increase in Advances to suppliers and increase in Inventories.
Cash Flows from Investing Activities
.
Net cash provided by investing activities during the nine months ended December 31, 2013, was $4, compared to net cash used in investing activities for the nine months ended December 31, 2012, of $132. This decrease in cash used for investing was primarily due to the absence of additional capital expenditures during the nine months ended December 31, 2013.
Cash Flows from Financing Activities
.
Net cash provided by financing activities during the nine months ended December 31, 2013, was $14,495, compared to net cash provided by financing activities for the nine months ended December 31, 2012, of $2,830. This increase in cash provided by financing activities was directly related to the net proceeds on Contributions from owners. We needed these additional monies to fund operations.
Liquidity and Capital Resources
As of December 31, 2013, our principal sources of liquidity are our cash flows generated from operations, accounts receivable and capital contributions. The primary source of our liquidity during the nine months ended December 31, 2013, was cash provided by financing activities, specifically cash provided from the lines of credit and capital contributions. The accompanying consolidated financial statements have been prepared assuming we will continue as a going concern. We believe that our current cash together with our expected cash flows from operations will be sufficient to meet our anticipated cash requirements for working capital and capital expenditures for the next twelve months.
Off-Balance Sheet Arrangements
We had no off balance sheet arrangements during the quarter ended December 31, 2013.
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA
We report our financial results in accordance with generally accepted accounting principles in the United States (GAAP). We also provide certain non-GAAP financial measuresAdjusted EBITDA and EBITDA. We present Adjusted EBITDA because we believe that it is an important supplemental measure relating to our financial condition. We use Adjusted EBITDA because we believe our investors are familiar with Adjusted EBITDA and that consistency in presentation of EBITDA-related measures is helpful to investors.
EBITDA is defined as income before interest expense, provision for income taxes, and depreciation and amortization. Adjusted EBITDA is defined as EBITDA, further adjusted by certain non-cash charges. Our presentation of Adjusted EBITDA has limitations as an analytical tool. Adjusted EBITDA is not a measure of liquidity or profitability and should not be considered as an alternative to net income, operating income, net cash provided by operating activities or any other measure determined in accordance with GAAP. Additionally, Adjusted EBITDA is not intended to be a measure of cash flow for managements discretionary use, as it does not consider debt service requirements, capital expenditures or other non-discretionary expenditures that are not deducted from the measure.
We caution investors that our presentation of Adjusted EBITDA and EBITDA may not be comparable to similarly titled measures of other companies.
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Nine months ended December 31,
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Nine months ended December 31,
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(in thousands)
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2013
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2012
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Reconciliation:
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Net Income (loss)
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$ 3,517
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$ (630)
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Adjustments to derive EBIDTA:
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Interest expense
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4,613
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4,561
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Depreciation expense
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249
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|
57
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Provision for income taxes
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1,919
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695
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EBITDA
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10,298
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4,683
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Non-cash charges
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Related party rent expense in excess of contractual amount
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3,373
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3,448
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Adjusted EBITDA
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$ 13,671
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$ 8,131
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2013, our disclosure controls and procedures were not effective, and do not provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.
We are currently in the process of remediating the material weaknesses by assessing the current segregations and areas in which improvement can be made. The recent acquisition of RTS Oil is expected to provide us with additional capital and personnel so that we can remediate these weaknesses during fiscal 2014.
Changes in Internal Control over Financial Reporting
Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that have or are reasonably likely to materially affect our internal control over financial reporting.
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
RTS OIL HOLDINGS, INC.
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Date: February 14, 2014
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/s/ Rafael Gavrielov
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Rafael Gavrielov
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Principal Executive Officer, Chief Executive Officer, Acting CFO and Chairman of the Board
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