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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Aly Energy Services Inc (GM) | USOTC:ALYE | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.351 | 0.00 | 01:00:00 |
Delaware
|
|
033-92894
|
|
75-2440201
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
●
|
The audited balance sheets of United as of December 31, 2013 and 2012 and the related audited statements of operations of United for the years ended December 31, 2013 and 2012.
|
Exhibit No.
|
Description
|
|
23.1
|
Consent of UHY LLP
|
Page | ||||
Independent Auditor’s Report
|
5 | |||
Balance Sheets
|
6 | |||
Statements of Operations
|
7 | |||
Statements of Members’ Equity
|
8 | |||
Statements of Cash Flows
|
9 | |||
Notes to Financial Statements
|
10 |
|
|
2929 Allen Parkway, 20
th
Floor
Houston, Texas 77019
Phone 713-960-1706
Fax 713-960-9549
Web www.uhy-us.com
|
Period from
|
||||||||
Inception
|
||||||||
(February 28,
|
||||||||
Year Ended
|
2012) through
|
|||||||
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
SALES
|
$ | 12,013,508 | $ | 2,258,125 | ||||
COST OF SERVICES
|
9,566,000 | 2,149,622 | ||||||
GROSS PROFIT
|
2,447,508 | 108,503 | ||||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
712,978 | 356,054 | ||||||
INCOME (LOSS) FROM OPERATIONS
|
1,734,530 | (247,551 | ) | |||||
INTEREST EXPENSE
|
24,159 | - | ||||||
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
|
1,710,371 | (247,551 | ) | |||||
STATE INCOME TAXES
|
3,037 | - | ||||||
NET INCOME (LOSS)
|
$ | 1,707,334 | $ | (247,551 | ) |
Balance, February 28, 2012 (date of inception)
|
$ | - | ||
Member contributions
|
568 | |||
Net loss
|
(247,551 | ) | ||
Balance, December 31, 2012
|
(246,983 | ) | ||
Distributions
|
(40,894 | ) | ||
Net income
|
1,707,334 | |||
Balance, December 31, 2013
|
$ | 1,419,457 |
Period from
|
||||||||
Inception
|
||||||||
(February 28,
|
||||||||
Year Ended
|
2012) through
|
|||||||
December 31,
|
December 31,
|
|||||||
2013
|
2012
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | 1,707,334 | $ | (247,551 | ) | |||
Adjustments to reconcile net income (loss) to net cash
|
||||||||
provided by operating activities:
|
||||||||
Depreciation
|
99,326 | 14,569 | ||||||
Gain on sale of equipment
|
(8,308 | ) | - | |||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(1,648,408 | ) | (326,744 | ) | ||||
Unbilled receivables
|
(488,312 | ) | (228,150 | ) | ||||
Advances to/from related parties
|
360,889 | 953,342 | ||||||
Prepaid expenses and deposits
|
(11,300 | ) | (3,900 | ) | ||||
Accounts payable and accrued expenses
|
599,906 | 178,265 | ||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
|
611,127 | 339,831 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Acquisition of property and equipment
|
(1,583,919 | ) | (339,646 | ) | ||||
Proceeds from sale of equipment
|
69,400 | - | ||||||
NET CASH USED IN INVESTING ACTIVITIES
|
(1,514,519 | ) | (339,646 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from line of credit
|
472,000 | - | ||||||
Proceeds from long-term debt
|
984,147 | - | ||||||
Repayments of long-term debt
|
(51,021 | ) | - | |||||
Repayments of capital lease obligations
|
(5,377 | ) | - | |||||
Member contributions
|
- | 568 | ||||||
Distributions to member
|
(40,894 | ) | - | |||||
NET CASH PROVIDED BY FINANCING ACTIVITIES
|
1,358,855 | 568 | ||||||
NET INCREASE IN CASH AND CASH EQUIVALENTS
|
455,463 | 753 | ||||||
CASH AND CASH EQUIVALENTS, beginning of period
|
753 | - | ||||||
CASH AND CASH EQUIVALENTS, end of period
|
$ | 456,216 | $ | 753 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Cash paid during the year for interest
|
$ | 19,044 | $ | - | ||||
Purchase of equipment through capital leases
|
$ | 290,479 | $ | - |
Estimated
|
|
Useful Lives
|
|
Centrifuge equipment
|
7 years
|
Furniture and fixtures
|
5 years
|
Leasehold improvements
|
Remaining life of lease
|
Office computers
|
3-4 years
|
Trailers
|
3-4 years
|
Trucks under capital lease
|
3-4 years
|
December 31,
|
||||||||
2013
|
2012
|
|||||||
Centrifuge equipment
|
$ | 1,828,069 | $ | 330,594 | ||||
Furniture and fixtures
|
10,574 | 7,189 | ||||||
Leasehold improvements
|
10,654 | - | ||||||
Office computers
|
9,184 | 1,863 | ||||||
Trailers
|
3,990 | - | ||||||
Trucks under capital lease
|
290,474 | - | ||||||
2,152,945 | 339,646 | |||||||
Less: accumulated depreciation and amortization
|
(113,895 | ) | (14,569 | ) | ||||
Property, plant and equipment, net
|
$ | 2,039,050 | $ | 325,077 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Term loan payable in monthly blended installments of
|
||||||||
$29,495, bearing interest at a fixed rate of WSJ prime rate plus 1.75% per annum (5% at December 31, 2013), maturing September 2016.
|
$ | 933,126 | $ | - | ||||
Less: current portion
|
(314,519 | ) | - | |||||
$ | 618,607 | $ | - |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Various capital leases payable in monthly installments of
|
||||||||
$6,072, including interest at a rate of 3.775% per annum, maturing between January and February 2018, secured by trucks.
|
$ | 285,095 | $ | - | ||||
Less: current portion
|
(75,410 | ) | - | |||||
$ | 209,685 | $ | - |
Year Ending December 31,
|
||||
2014
|
$ | 75,410 | ||
2015
|
75,410 | |||
2016
|
75,410 | |||
2017
|
75,410 | |||
2018
|
6,293 | |||
307,933 | ||||
Less: imputed interest
|
(22,838 | ) | ||
285,095 | ||||
Less: current portion
|
(75,410 | ) | ||
$ | 209,685 |
December 31,
|
||||||||
2013
|
2012
|
|||||||
Capitalized costs
|
$ | 290,474 | $ | - | ||||
Less: accumulated depreciation
|
(5,539 | ) | - | |||||
Net book value
|
$ | 284,935 | $ | - |
·
|
the United Acquisition for which the total purchase price is consideration for two simultaneous transactions:
|
o
|
our acquisition of the
business conducted by United in the solids control and fluids management sectors of the oilfield services and rental equipment industry reflected in the columns labeled United Centrifuge, LLC on the pro forma balance sheet and income statement, and
|
o
|
our purchase of certain assets used by United that were owned by UOI and CNS reflected in the columns labeled Asset Purchase from UOI and CNS
|
·
|
our borrowings of $25.0 million under an amended and restated credit facility to fund a portion of the purchase price of the United Acquisition and to repay borrowings under oure pre-existing facility
|
·
|
our issuance of preferred stock of Aly Centrifuge Inc. as part of the consideration for the United Acquisition; and,
|
·
|
our obligation to pay up to $5.0 million of contingent consideration based upon the revenues of United for each of the 12 month periods ending on March 31, 2015, 2016 and 2017.
|
December 31, 2013 | ||||||||||||||||||||
($ in thousands) | ||||||||||||||||||||
Aly Energy Services, Inc. Historical
|
United Centrifuge, LLC
|
Asset Purchase from UOI and CNS
|
Adjustments
|
Aly Energy Services, Inc. Pro Forma
|
||||||||||||||||
Assets
|
||||||||||||||||||||
Current Assets
|
||||||||||||||||||||
Cash and Cash Equivalents
|
$ | 1,440 | $ | 456 | $ | (456 | ) (A) | $ | (76 | ) | ||||||||||
$ |
(1,516
|
) (B) | ||||||||||||||||||
Accounts Receivable, Net of Allowance
for Doubtful Accounts of $90 and $13, respectively
|
3,327 | 1,975 | 5,302 | |||||||||||||||||
Unbilled Receivables
|
882 | 716 | 1,598 | |||||||||||||||||
Inventory
|
43 | - | 43 | |||||||||||||||||
Advances to Related Parties
|
- | 104 | 104 | |||||||||||||||||
Prepaid Expenses and Other Current Assets
|
279 | 15 | 294 | |||||||||||||||||
Total Current Assets
|
5,971 | 3,266 | (1,972 | ) | 7,265 | |||||||||||||||
Property and Equipment, Net
|
21,423 | 2,039 | 15,260 | (C) | 853 | (D) | 39,575 | |||||||||||||
Goodwill and Intangible Assets, Net
|
12,955 | - | 5,379 | (E) | 18,334 | |||||||||||||||
Deferred Loan Costs, Net
|
515 | - | 300 | (F) | 815 | |||||||||||||||
Deferred Tax Assets
|
131 | - | 131 | |||||||||||||||||
Other Assets
|
17 | - | 17 | |||||||||||||||||
Total Assets
|
$ | 41,012 | $ | 5,305 | $ | 4,560 | $ | 66,137 | ||||||||||||
Liabilities and Stockholders' Equity
|
||||||||||||||||||||
Current Liabilities
|
||||||||||||||||||||
Accounts Payable
|
$ | 1,131 | $ | 778 | $ | 1,909 | ||||||||||||||
Accrued Expenses
|
964 | - | 964 | |||||||||||||||||
Deferred Tax Liabilities
|
277 | - | 277 | |||||||||||||||||
Advances from Related Parties
|
- | 1,418 | 1,418 | |||||||||||||||||
Current Portion of Contingent Payment
|
895 | (G) | 895 | |||||||||||||||||
Current Portion of Long-Term Debt
|
2,881 | 862 | 2,256 | (H) | 5,212 | |||||||||||||||
(787 | ) (I) | |||||||||||||||||||
Total Current Liabilities
|
5,253 | 3,058 | 2,364 | 10,675 | ||||||||||||||||
Contingent Payment, Net of Current Portion
|
2,312 | (G) | 2,312 | |||||||||||||||||
Long-Term Debt, Net of Current Portion
|
8,532 | 828 | 12,181 | (H) | 20,923 | |||||||||||||||
(618 | ) (I) | |||||||||||||||||||
Deferred Tax Liabilities
|
6,945 | - | 6,945 | |||||||||||||||||
Other Long-Term Liabilities
|
35 | - | 35 | |||||||||||||||||
Total Liabilities
|
20,765 | 3,886 | 16,239 | 40,890 | ||||||||||||||||
Commitments and Contingencies (See Note 5)
|
||||||||||||||||||||
Series A Preferred Stock, $0.01 par value, 4,000,000 shares authorized, 4,000,000 and 2,000,000 shares issued and outstanding, respectively
|
4,132 | - | 5,000 | (J) | 9,132 | |||||||||||||||
Stockholders' Equity
|
||||||||||||||||||||
Common Stock, $0.001 par value, 100,000,000 shares authorized, 90,042,044 issued and 90,037,544 outstanding as of December 31, 2013 and 67,967,763 shares issued and outstanding as of December 31, 2012
|
92 | - | 92 | |||||||||||||||||
Treasury Stock, at Cost
|
(2 | ) | - | (2 | ) | |||||||||||||||
Additional Paid-In-Capital
|
14,767 | - | 14,767 | |||||||||||||||||
Members' Equity
|
- | 1,419 | (1,419 | ) (K) | - | |||||||||||||||
Retained Earnings
|
1,258 | - | 1,258 | |||||||||||||||||
Total Stockholders' Equity
|
16,115 | 1,419 | (1,419 | ) | 16,115 | |||||||||||||||
Total Liabilities and Stockholders' Equity
|
$ | 41,012 | $ | 5,305 | $ | 19,820 | $ | 66,137 |
For the Year Ended December 31, 2013
|
||||||||||||||||||||
($ in thousands, except shares and per share data)
|
||||||||||||||||||||
Aly Energy Services, Inc. Historical
|
United Centrifuge, LLC
|
Asset Purchase from UOI and CNS
|
Adjustments
|
Aly Energy Services, Inc. Pro Forma
|
||||||||||||||||
Revenues
|
$ | 18,418 | $ | 12,014 | $ | 301 | (L) | $ | 30,733 | |||||||||||
Direct Costs
|
3,806 | 9,467 | (3,366 | ) (M) | 9,907 | |||||||||||||||
58 | (N) | 58 | ||||||||||||||||||
Depreciation and
Amortization Expense
|
2,389 | 99 | 1,539 | (O) | 4,027 | |||||||||||||||
Gross Profit
|
12,223 | 2,448 | 2,070 | 16,741 | ||||||||||||||||
Selling, General and
|
8,468 | 713 | 9,181 | |||||||||||||||||
Administrative Expenes
|
||||||||||||||||||||
Corporate Expenses
|
1,826 | - | - | 1,826 | ||||||||||||||||
Operating Income
|
1,929 | 1,735 | 2,070 | 5,734 | ||||||||||||||||
Other Expense/(Income)
|
||||||||||||||||||||
Interest Expense
|
460 | 24 | 556 | (P) | 1,040 | |||||||||||||||
(13 | ) (Q) | |||||||||||||||||||
Amortization of Deferred Loan Costs
|
169 | - | 100 | (R) | 269 | |||||||||||||||
Total Other Expense/(Income)
|
629 | 24 | 643 | 1,309 | ||||||||||||||||
Income Before Income Taxes
|
1,300 | 1,711 | 1,427 | 4,425 | ||||||||||||||||
Income Tax Expense
|
640 | 3 | 1,141 | (S) | 1,784 | |||||||||||||||
Net Income
|
660 | 1,708 | 286 | 2,641 | ||||||||||||||||
Preferred Stock Dividends
|
209 | - | 255 | (T) | 464 | |||||||||||||||
Accretion of Preferred Stock
|
37 | - | - | 37 | ||||||||||||||||
Net Income Available to Common Shareholders
|
$ | 414 | $ | 1,708 | $ | 31 | $ | 2,140 | ||||||||||||
Basic and Diluted
Earnings per Share
|
$ | 0.01 | $ | 0.02 | $ | 0.00 | $ | 0.03 | ||||||||||||
Basic and Diluted Average
|
72,129,439 | 72,129,439 | 72,129,439 | 72,129,439 | ||||||||||||||||
Common Shares Outstanding
|
·
|
the
United Acquisition for which the total purchase price is consideration for two simultaneous transactions:
|
o
|
our acquisition of the business conducted by United in the solids control and fluids management sectors of the oilfield services and rental equipment industry reflected in the columns labeled United Centrifuge, LLC on the pro forma balance sheet and income statement, and
|
o
|
our purchase of certain assets used by United that were owned by UOI and CNS reflected in the columns labeled Asset Purchase from UOI and CNS
|
·
|
our borrowings of $25.0 million under an amended and restated credit facility to fund a portion of the purchase price of the United Acquisition and to repay borrowings under the initial credit facility
|
·
|
our issuance of preferred stock of Aly Centrifuge Inc. as part of the consideration for the United Acquisition; and,
|
·
|
our obligation to pay up to $5.0 million of contingent consideration based upon the revenues of United for each of the 12 month periods ending on March 31, 2015, 2016 and 2017.
|
(A)
|
Reflects that the United Acquisition was a cash-free transaction under which United retained any and all of its cash on hand as of the closing date of the acquisition.
|
(B)
|
Reflects the Company’s cash on hand that was used in addition to the net proceeds from borrowings to fund the consummation of the United Acquisition. Net proceeds from the amended and restated credit facility were approximately $14.4 million after repayment of $10.6 million of existing debt. Cash on hand of $1.5 million was used to pay (i) the incremental $1.2 million cash due to the sellers under the terms of the Centrifuge Acquisition Agreement, and (ii) approximately $0.3 million of commitment fees due to our lender in connection with the amended and restated credit facility.
|
(C)
|
Reflects the appraised fair market value of the assets acquired from UOI and CNS.
|
(D)
|
Reflects the purchase price adjustment to the property and equipment acquired from United based on the appraised fair market value of that property and equipment.The purchase price adjustment is currently an estimate and is subject to finalization. The final purchase price adjustment could differ materially from the estimate shown here.
|
(E)
|
Reflects the portion of the purchase price allocated to intangibles and goodwill. The purchase price allocation is currently an estimate and is subject to finalization. The final purchase price allocation could differ materially from the estimate shown here.
|
(F)
|
Reflects the commitment fees due to our lender in connection with entering into the amended and restated credit facility.
|
(G)
|
Reflects the estimated present value of the contingent consideration associated with the United Acquisition. The valuation of the contingent consideration is currently an estimate and is subject to finalization. The final valuation could differ materially from the estimate shown here.
|
(H)
|
Reflects the new borrowings of $25.0 million under the amended and restated credit facility less the repayment of $10.6 million of borrowings under the pre-existing credit facility.
|
(I)
|
Reflects that the United Acquisition was a debt-free transaction under which United paid down all of its outstanding debt as of the close date with the exception of certain capital leases.
|
(J)
|
Reflects the estimated present value of the preferred stock issued in connection with the United Acquisition. The valuation of the preferred stock is currently an estimate and is subject to finalization. The final valuation could differ materially from the estimate shown here.
|
(K)
|
Reflects the elimination of retained earnings of United in connection with acquisition accounting.
|
(L)
|
Reflects the effects of the end of a revenue sharing arrangement with related parties, as specified in the Centrifuge Acquisition Agreement, on the closing date of the United Acquisition.
|
(M)
|
Reflects the elimination of the expense associated with a revenue sharing arrangement with related parties which ended, as specified in the Centrifuge Acquisition Agreement, on the closing date of the United Acquisition.
|
(N)
|
Reflects the gross-up of the expense associated with a cost sharing arrangement with related parties which ended, as specified in the Centrifuge Acquisition Agreement, on the closing date of the United Acquisition.
|
(O)
|
Reflects the sum of (i) the incremental depreciation expense associated with the estimated purchase price adjustment to (a) the property and equipment acquired from United and, (b) the property and equipment acquired fromUOI and CNS and (ii) the incremental amortization expense associated with the amount allocated to intangibles as part of the purchase price allocation. The purchase price adjustment to property and equipment and the purchase price allocation to intangibles and goodwill are currently estimates and are subject to finalization. The final purchase price allocation and associated depreciation and amortization expense could differ materially from the estimates shown here.
|
(P)
|
Reflects the incremental interest expense resulting from the increase in borrowings to fund the United Acquisition.
|
(Q)
|
Reflects the elimination of interest expense recognized by United due to the debt-free terms of the United Acquisition, net of the incremental interest expense the Company will incur in connection with assuming the capital leases of United.
|
(R)
|
Reflects the amortization of commitment fees associated with entering into the amended and restated credit facility.
|
(S)
|
Reflects the incremental income tax expense which the Company would incur with the addition of the indicated pre-tax income from the United Acquisition.
|
(T)
|
Reflects the PIK dividend associated with the preferred stock issued as part of the purchase price of the United Acquisition.
|
ALY ENERGY SERVICES, INC. | |||
Date: May 15, 2014
|
By:
|
/s/ MUNAWAR H. HIDAYATALLAH | |
Name: | Munawar H. Hidayatallah | ||
Title: | Chairman and Chief Executive Officer |
1 Year Aly Energy Services (GM) Chart |
1 Month Aly Energy Services (GM) Chart |
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