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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 |
Aly Energy Services, Inc. |
( Exact Name of Registrant as Specified in its Charter ) |
Delaware
|
|
033-92894
|
|
75-2440201
|
(State of Incorporation)
|
|
(Commission File Number)
|
|
(IRS Employer Identification No.)
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
(a)
|
Financial Statements of Business Acquired
|
·
|
Unaudited Condensed Balance Sheet as of March 31, 2014 and 2013
|
·
|
Unaudited Condensed Statements of Operations for the three months ended March 31, 2014 and 2013
|
·
|
Unaudited Condensed Statement of Members’ Equity for the three months ended March 31, 2014 and 2013
|
·
|
Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2014 and 2013
|
·
|
Notes to Unaudited Condensed Financial Statements for the three months ended March 31, 2014 and 2013
|
(b)
|
Pro Forma Financial Information
|
·
|
Unaudited Pro Forma Condensed Consolidated Balance Sheet of Aly Energy Services, Inc. as of March 31, 2014
|
·
|
Unaudited Pro Forma Condensed Consolidated Statement of Income of Aly Energy Services, Inc. for the three months ended March 31, 2014
|
·
|
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements of Aly Energy Services, Inc.
|
Page | ||||
Condensed Balance Sheets
|
5 | |||
Condensed Statements of Operations
|
6 | |||
Condensed Statements of Members’ Equity
|
7 | |||
Condensed Statements of Cash Flows
|
8 | |||
Notes to Condensed Financial Statements
|
9- 13 |
Three Months Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
SALES
|
$ | 4,105,263 | $ | 2,188,221 | ||||
COST OF SERVICES
|
3,213,690 | 2,197,227 | ||||||
GROSS PROFIT (LOSS)
|
891,573 | (9,006 | ) | |||||
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
|
237,746 | 113,617 | ||||||
INCOME (LOSS) FROM OPERATIONS
|
653,827 | (122,623 | ) | |||||
INTEREST EXPENSE
|
9,370 | 53 | ||||||
INCOME (LOSS) BEFORE INCOME TAX EXPENSE
|
644,457 | (122,676 | ) | |||||
STATE INCOME TAXES
|
6,120 | - | ||||||
NET INCOME (LOSS)
|
$ | 638,337 | $ | (122,676 | ) |
Balance, January 1, 2014
|
$ | 1,419,457 | ||
Net income
|
638,337 | |||
Balance, March 31, 2014
|
$ | 2,057,794 |
Three Months Ended March 31,
|
||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net income (loss)
|
$ | 638,337 | $ | (122,676 | ) | |||
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
|
||||||||
Depreciation
|
74,357 | 39,021 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
(825,413 | ) | (1,455,308 | ) | ||||
Unbilled receivables
|
202,772 | 228,150 | ||||||
Advances to/from related parties
|
103,586 | 1,181,909 | ||||||
Prepaid expenses and deposits
|
(104,389 | ) | (1,500 | ) | ||||
Accounts payable and accrued expenses
|
(135,322 | ) | 257,805 | |||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
|
(46,072 | ) | 127,401 | |||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Acquisition of property and equipment
|
(186,366 | ) | (58,912 | ) | ||||
NET CASH USED IN INVESTING ACTIVITIES
|
(186,366 | ) | (58,912 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Proceeds from line of credit
|
28,000 | - | ||||||
Repayments of long-term debt
|
(77,662 | ) | - | |||||
Repayments of capital lease obligations
|
(18,275 | ) | - | |||||
NET CASH USED IN FINANCING ACTIVITIES
|
(67,937 | ) | - | |||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
|
(300,375 | ) | 68,489 | |||||
CASH AND CASH EQUIVALENTS, beginning of period
|
456,216 | 753 | ||||||
CASH AND CASH EQUIVALENTS, end of period
|
$ | 155,841 | $ | 69,242 | ||||
SUPPLEMENTAL CASH FLOW INFORMATION
|
||||||||
Cash paid during the year for interest
|
$ | 19,044 | $ | - | ||||
Purchase of equipment through capital leases
|
$ | 36,600 | $ | - |
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
|
March 31,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
Centrifuge equipment
|
$ | 2,010,214 | $ | 1,828,069 | ||||
Furniture and fixtures
|
10,574 | 10,574 | ||||||
Leasehold improvements
|
10,655 | 10,654 | ||||||
Office computers
|
9,184 | 9,184 | ||||||
Trailers
|
3,990 | 3,990 | ||||||
Trucks under capital lease
|
327,073 | 290,474 | ||||||
2,371,690 | 2,152,945 | |||||||
Less: accumulated depreciation and amortization
|
(184,024 | ) | (113,895 | ) | ||||
Property, plant and equipment, net
|
$ | 2,187,666 | $ | 2,039,050 |
March 31,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
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.
|
$ | 855,464 | $ | 933,126 | ||||
Less: current portion
|
(236,857 | ) | (314,519 | ) | ||||
$ | 618,607 | $ | 618,607 |
March 31,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
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.
|
$ | 303,427 | $ | 285,095 | ||||
Less: current portion
|
(84,914 | ) | (75,410 | ) | ||||
$ | 218,513 | $ | 209,685 |
March 31,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
Capitalized costs
|
$ | 327,073 | $ | 290,474 | ||||
Less: accumulated depreciation
|
(24,871 | ) | (5,539 | ) | ||||
Net book value
|
$ | 302,202 | $ | 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 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
.
|
Aly Energy Services, Inc.
|
||||||||
Unaudited Pro Forma Condensed Consolidated Balance Sheet
|
||||||||
As of March 31, 2014
|
||||||||
(in thousands, except for share and per share amounts)
|
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
|
$ | 984 | $ | 156 | $ | (156 | ) |
(A)
|
||||||||||||||
(830 | ) |
(B)
|
||||||||||||||||||||
Accounts Receivable, Net of Allowance
for Doubtful Accounts of $117
|
3,438 | 2,801 | 6,239 | |||||||||||||||||||
Unbilled Receivables
|
1,138 | 514 | 1,652 | |||||||||||||||||||
Inventory
|
58 | - | 58 | |||||||||||||||||||
Advances to Related Parties
|
- | 35 | 35 | |||||||||||||||||||
Prepaid Expenses and Other Current Assets
|
454 | 120 | 574 | |||||||||||||||||||
Total Current Assets
|
6,072 | 3,626 | (986 | ) | 8,712 | |||||||||||||||||
Property and Equipment, Net
|
21,701 | 2,188 | 14,989 |
(C)
|
974 |
(D)
|
39,852 | |||||||||||||||
Goodwill and Intangible Assets, Net
|
12,824 | - | 4,948 |
(E)
|
17,772 | |||||||||||||||||
Deferred Loan Costs, Net
|
469 | - | 300 |
(F)
|
769 | |||||||||||||||||
Deferred Tax Assets
|
19 | - | 19 | |||||||||||||||||||
Other Assets
|
16 | - | 16 | |||||||||||||||||||
Total Assets
|
$ | 41,101 | $ | 5,814 | $ | 14,989 | $ | 5,236 | $ | 67,140 | ||||||||||||
Liabilities and Stockholders' Equity
|
||||||||||||||||||||||
Current Liabilities
|
||||||||||||||||||||||
Accounts Payable
|
$ | 980 | $ | 643 | $ | 1,623 | ||||||||||||||||
Accrued Expenses
|
1,583 | - | 1,583 | |||||||||||||||||||
Deferred Tax Liabilities
|
73 | - | 73 | |||||||||||||||||||
Advances from Related Parties
|
- | 1,453 | 1,453 | |||||||||||||||||||
Current Portion of Contingent Payment
|
- | - | 1,172 |
(G)
|
1,172 | |||||||||||||||||
Current Portion of Long-Term Debt
|
2,946 | 822 | 2,256 |
(H)
|
5,287 | |||||||||||||||||
(737 | ) |
(I)
|
||||||||||||||||||||
Total Current Liabilities
|
5,582 | 2,918 | 2,691 | 11,191 | ||||||||||||||||||
Contingent Payment, Net of Current Portion
|
2,344 |
(G)
|
2,344 | |||||||||||||||||||
Long-Term Debt, Net of Current Portion
|
7,957 | 838 | 12,867 |
(H)
|
21,043 | |||||||||||||||||
(619 | ) |
(I)
|
||||||||||||||||||||
Deferred Tax Liabilities
|
6,822 | - | 6,822 | |||||||||||||||||||
Other Long-Term Liabilities
|
33 | - | 33 | |||||||||||||||||||
Total Liabilities
|
20,394 | 3,756 | 17,283 | 41,433 | ||||||||||||||||||
Commitments and Contingencies (See Note 5)
|
||||||||||||||||||||||
Preferred Stock | 4,194 | - | 5,000 |
(J)
|
9,194 | |||||||||||||||||
Stockholders' Equity
|
||||||||||||||||||||||
Common Stock
|
92 | - | 92 | |||||||||||||||||||
Treasury Stock, at Cost
|
(2 | ) | - | (2 | ) | |||||||||||||||||
Additional Paid-In-Capital
|
14,705 | - | 14,705 | |||||||||||||||||||
Members' Equity
|
- | 2,058 | (2,058 | ) |
(K)
|
|||||||||||||||||
Retained Earnings
|
1,718 | - | 1,718 | |||||||||||||||||||
Total Stockholders' Equity
|
16,513 | 2,058 | (2,058 | ) | 16,513 | |||||||||||||||||
Total Liabilities and Stockholders' Equity
|
$ | 41,101 | $ | 5,814 | $ | - | $ | 20,225 | $ | 67,140 |
Aly Energy Services, Inc.
|
Unaudited Pro Forma Condensed Consolidated Income Statement
|
For the Three Months Ended March 31, 2014
|
(in thousands, except for share and per share amounts)
|
Aly Energy Services, Inc. Historical
|
United Centrifuge, LLC
|
Asset Purchase from UOI and CNS
|
Adjustments
|
Aly Energy Services, Inc. Pro Forma
|
|||||||||||||||||
Revenues
|
$ | 5,282 | $ | 4,105 | $ | 21 |
(L)
|
$ | 9,408 | ||||||||||||
Direct Costs
|
927 | 3,140 | (1,040 | ) |
(M)
|
3,059 | |||||||||||||||
32 |
(N)
|
||||||||||||||||||||
Depreciation and Amortization Expense
|
806 | 74 | 433 |
(O)
|
1,313 | ||||||||||||||||
Gross Profit
|
3,549 | 891 | 596 | 5,036 | |||||||||||||||||
Selling, General and
|
2,177 | 238 | 2,415 | ||||||||||||||||||
Administrative Expenes
|
|||||||||||||||||||||
Corporate Expenses
|
450 | - | 450 | ||||||||||||||||||
Operating Income
|
922 | 653 | 596 | 2,171 | |||||||||||||||||
Other Expense/(Income)
|
|||||||||||||||||||||
Interest Expense
|
124 | 9 | 155 |
(P)
|
282 | ||||||||||||||||
(6 | ) |
(Q)
|
|||||||||||||||||||
Amortization of Deferred Loan Costs
|
46 | - | 22 |
(R)
|
68 | ||||||||||||||||
Total Other Expense/(Income)
|
170 | 9 | 171 | 350 | |||||||||||||||||
Income Before Income Taxes
|
752 | 644 | 425 | 1,821 | |||||||||||||||||
Income Tax Expense
|
292 | 6 | 383 |
(S)
|
681 | ||||||||||||||||
Net Income
|
460 | 638 | 42 | 1,140 | |||||||||||||||||
Preferred Stock Dividends
|
53 | - | 63 |
(T)
|
116 | ||||||||||||||||
Accretion of Preferred Stock
|
9 | - | - | 9 | |||||||||||||||||
Net Income Available to Common Shareholders
|
$ | 398 | $ | 638 | $ | (21 | ) | $ | 1,015 | ||||||||||||
Basic and Diluted
|
|||||||||||||||||||||
Earnings per Share
|
$ | 0.00 | $ | 0.01 | $ | 0.01 | |||||||||||||||
Basic and Diluted Average
|
90,042,044 | 90,042,044 | 90,042,044 | ||||||||||||||||||
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 to fund the consummation of the United Acquisition. (Net proceeds from the amended and restated credit facility were approximately $15.1 million after repayment of $9.9 million of existing debt. Cash on hand of $0.8 million was used to pay (i) the incremental $0.5 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 according to the terms of the Centrifuge Acquisition Agreement.
|
(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 $9.9 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 (a) the estimated purchase price adjustment to the property and equipment acquired from United and (b) the addition of the property and equipment acquired from UOI 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 increase in amortization of deferred loan costs due to incremental commitment fees of $0.3 million 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: June 25, 2014
|
/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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