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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
|
75-2440201
|
|
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
|
|
3 Riverway, Suite 920
|
||
Houston, TX
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77056
|
|
(Address of Principal Executive
Offices)
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(Zip Code)
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Title of Each Class
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Names of Each Exchange on which Registered
|
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Common Stock, $0.001 par value per share
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None
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Large accelerated filer
|
o |
Accelerated filer
|
o |
Non-accelerated filer | o |
Smaller reporting company
|
x |
(Do not check if a smaller reporting company)
|
PART I
|
|||||
Item 1.
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Business
|
3 | |||
Item 1A.
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Risk Factors
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8 | |||
Item 1B.
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Unresolved Staff Comments
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16 | |||
Item 2.
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Properties
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16 | |||
Item 3.
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Legal Proceedings
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16 | |||
Item 4.
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Mine Safety Disclosures
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16 | |||
PART II
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|||||
Item 5.
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Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities
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17 | |||
Item 6.
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Selected Financial Data
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18 | |||
Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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18 | |||
Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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28 | |||
Item 8.
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Financial Statements and Supplementary Data
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29 | |||
Item 9.
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Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
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30 | |||
Item 9A.
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Controls and Procedures
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30 | |||
Item 9B.
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Other Information
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30 | |||
PART III
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|||||
Item 10.
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Directors, Executive Officers and Corporate Governance
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31 | |||
Item 11.
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Executive Compensation
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35 | |||
Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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39 | |||
Item 13.
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Certain Relationships and Related Transactions and Director Independence
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||||
Item 14.
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Principal Accounting Fees and Services
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40 | |||
PART IV
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|||||
Item 15.
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Exhibits, Financial Statement Schedules
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41 | |||
SIGNATURES
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42 |
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●
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projected operating or financial results, including any accretion/dilution to earnings and cash flow;
|
|
●
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any plans to obtain financing to fund future acquisitions;
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●
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prospects for services and expected activity in potential and existing areas of operations;
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●
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the effects of competition in areas of operations;
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●
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the outlook of oil and gas prices;
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●
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the current economic conditions and expected trends in the industry we serve;
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●
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the amount, nature and timing of capital expenditures, including future development costs, and availability of capital resources to fund the merger and subsequent capital expenditures;
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●
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future financial condition or results of operations and future revenues and expenses; and
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●
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business strategy and other plans and objectives for future operations.
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●
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general economic and business conditions;
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●
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prices of crude oil and natural gas and industry expectations about future prices;
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●
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the business opportunities (or lack thereof) that may be presented to our company and may be pursued; and
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●
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changes in laws and regulations.
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·
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Increase inventory of rental products currently being offered:
Since the acquisition of Austin Chalk in October 2012, we have invested more than $8.0 million to expand our inventory of rental equipment excluding our investments in new product lines. Prior to the acquisition, even while sub-renting over 100 pieces of rental equipment per day, Austin Chalk often turned down additional business due to constraints on access to both owned and sub-rented equipment. Due to our investment in 2012 and 2013, we have been able to substantially meet the demand from our customers operating in the Eagle Ford Shale from our Giddings location without sub-renting a significant amount of equipment. The decrease in the amount of sub-rented equipment and the associated expense improved our operating results significantly in the second half of 2013. We expect to make additional investments in equipment in 2014 to serve our customers operating in the Permian Basin from our San Angelo facility which opened in mid-2013.
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·
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Add products and services: We often receive requests from both existing and new customers for “add-on” rental equipment and services which we do not currently offer. When we receive such requests, we carefully examine the economics of expanding our product and service offerings to accommodate the requests. In 2013, we invested in two new rental equipment offerings: containment systems (including stairs) and driveovers. We successfully marketed both products to customers and generated combined revenues in excess of $1.2 million during the year ended December 31, 2013 on a cumulative investment of less than $1.2 million. We will continue to identify and invest in new product and service offerings with attractive returns in order to satisfy existing customers and attract new customers. |
·
|
Expand into new geographic markets
: Aly Operating intends to increase the number of geographic markets in which it operates in a deliberate and prudent manner by completing a thorough assessment of the potential economic returns that can be achieved by the expansion. Economic returns in potential markets will be impacted by overall drilling and production activity in the market, our ability to enter the market and capture market share from existing service providers which offer similar services, our ability to obtain the equipment and provide the services which meet the needs and standards of the active operators, and our ability to create a cost effective operational organization to serve the market. If we determine that the identified market could provide us with attractive economic returns, we focus our sales and marketing resources on establishing an anchor customer in the market prior to committing to the expansion. During the year ended December 31, 2013, we successfully achieved this initiative by identifying an anchor customer operating in the Permian Basin and then expanding into that basin by opening an operating yard in San Angelo, Texas in the second quarter of 2013. San Angelo began operations in the third quarter of 2013 and generated revenues of approximately $1.2 million in the fourth quarter of 2013 which was approximately 24.2% of our total revenues during the same time period.
|
·
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Identify and invest in complementary businesses with a proven track record:
We intend to grow our business organically by focusing on the initiatives previously listed and also through the acquisition of existing oilfield services providers which will enables us to achieve similar strategic initiatives to those we will focus on to achieve organic growth: expand our fleet of equipment, expand our offering of rental equipment and services, and expand our geographic footprint. When identifying a target, we ensure that it has a track record of providing high-quality products and services as we recognize the importance of maintaining our reputation and brand. We prefer targets which have a profitable operating history, a recognizable and well-diversified customer base, key employees who want to continue in their existing roles post-acquisition and, when applicable, key employees who are willing to retain an interest in the company. Currently, our ideal acquisition target operates within the oil and liquid gas basins and offers products and services that can be differentiated from competitors. However, these and other attributes desired in a target will change based on the overall market and economic environment and based on the performance of our existing operating divisions.
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§
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domestic and worldwide economic conditions;
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§
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the supply of and demand for oil and natural gas;
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§
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long lead times associated with acquiring equipment and shortages of qualified personnel;
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§
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the level of prices, and expectations about future prices, of oil and natural gas;
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§
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the cost of exploring for, developing, producing and delivering oil and natural gas;
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§
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the expected rates of declining current production;
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§
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the discovery rates of new oil and natural gas reserves;
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§
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available pipeline, storage and other transportation capacity;
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§
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federal, state and local regulation of exploration and drilling activities;
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§
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weather conditions, including hurricanes that can affect oil and natural gas operations over a wide area;
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§
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political instability in oil and natural gas producing countries;
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§
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technical advances affecting energy consumption;
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§
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the price and availability of alternative fuels;
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§
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the ability of oil and natural gas producers to raise equity capital and debt financing; and
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§
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merger and divestiture activity among oil and natural gas producers.
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§
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incorrect assumptions regarding the future results of acquired operations or assets or expected cost reductions or other synergies expected to be realized as a result of acquiring operations or assets;
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§
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failure to integrate the operations or management of any acquired operations or assets successfully and timely;
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§
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possible adverse effects on our operating results during the integration process;
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§
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potential loss of key employees and customers of the acquired companies;
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§
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potential lack of experience operating in a geographic market of the acquired business;
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§
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an increase in our expenses and working capital requirements;
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§
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the possible inability to achieve the intended objectives of the business combination; and
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§
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the diversion of management’s attention from existing operations or other priorities.
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§
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lack of sufficient executive-level personnel;
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§
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increased administrative burden;
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§
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increased organizational challenges common to large, expansive operations; and
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§
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long lead times associated with acquiring equipment.
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§
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Actual or anticipated variations in our results of operations;
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§
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Our failure to meet financial analysts’ performance expectations;
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§
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Changes in earnings estimates;
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§
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Short selling activities; or
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§
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Changes in market valuations of similar companies.
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Location
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Type of Facility
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Size
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Lease or Owned
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Expiration of Lease
|
||||
3 Riverway, Suite 920
Houston, TX 77056
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Corporate offices
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1,700 sq. ft.
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Leased
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July 31, 2018
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||||
1080 Private Rd 7703
Giddings, TX 78942
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Administrative offices, fabrication/repair shop, equipment yard
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6.5 acres, 3,600 sq. ft. office space, 5,000 sq. ft. shop
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Leased
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December 31, 2014
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||||
State Hwy. 85 West/CR
4715 Dilley, TX 78017
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Administrative offices, maintenance shop, equipment yard
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5.5 acres, 400 sq. ft. building space
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Leased
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May 9, 2016
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||||
202 East 43rd.
San Angelo, TX 76903
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Field office, equipment yard
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2.25 acres, 1,000 sq. ft. of office space
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Leased
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May 31, 2014
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Fiscal Year 2013 (Post Share Exchange)
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High
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Low
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||||||
4th Quarter (October 1 - December 31, 2013)
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$ | 0.48 | $ | 0.18 | ||||
3rd Quarter (July 1 - September 30, 2013)
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$ | 0.60 | $ | 0.18 | ||||
2nd Quarter Post-Share Exchange (May 15 - June 30, 2013)
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$ | 0.75 | $ | 0.12 | ||||
Fiscal Year 2013 (Pre Share Exchange)
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High
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Low
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||||||
2nd Quarter Pre-Share Exchange (April 1 - May 14, 2013)
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$ | 0.09 | $ | 0.09 | ||||
1st Quarter (January 1 - March 31, 2013)
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$ | 0.10 | $ | 0.04 | ||||
Fiscal Year 2012
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High
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Low
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||||||
4th Quarter (October 1 - December 31, 2012)
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$ | 0.07 | $ | 0.02 | ||||
3rd Quarter (July 1 - September 30, 2012)
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$ | 0.07 | $ | 0.06 | ||||
2nd Quarter (April 1 - June 30, 2012)
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$ | 0.07 | $ | 0.06 | ||||
1st Quarter (January 1 - March 31, 2012)
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$ | 0.05 | $ | 0.04 |
Successor
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Predecessor
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|||||||||||||||
July 17
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January 1
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|||||||||||||||
Year Ended
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Year Ended
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through
|
through
|
|||||||||||||
December 31,
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December 31,
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December 31,
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October 26,
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|||||||||||||
2013
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2012
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2012
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2012
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|||||||||||||
Revenues
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$ | 18,418 | $ | 15,946 | $ | 3,510 | $ | 12,436 | ||||||||
Direct Costs
|
3,806 | 2,444 | 602 | 1,842 | ||||||||||||
Depreciation Expense
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1,867 | 1,177 | 372 | 805 | ||||||||||||
Amortization Expense
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522 | 87 | 87 | - | ||||||||||||
Gross Profit
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12,223 | 12,238 | 2,449 | 9,789 | ||||||||||||
Selling, General and Administrative Expenes
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8,468 | 5,507 | 1,191 | 4,316 | ||||||||||||
Corporate Expenses
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1,826 | 352 | 352 | - | ||||||||||||
Operating Income
|
1,929 | 6,379 | 906 | 5,473 | ||||||||||||
Other Expense/(Income)
|
||||||||||||||||
Interest Expense
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460 | 89 | 59 | 30 | ||||||||||||
Amortization of Deferred Loan Costs
|
169 | 22 | 22 | - | ||||||||||||
Interest Income
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- | (2 | ) | - | (2 | ) | ||||||||||
Other Income
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- | (49 | ) | - | (49 | ) | ||||||||||
Total Other Expense/(Income)
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629 | 60 | 81 | (21 | ) | |||||||||||
Income Before Income Taxes
|
1,300 | 6,319 | 825 | 5,494 | ||||||||||||
Income Tax Expense
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640 | 228 | 228 | - | ||||||||||||
Net Income
|
660 | 6,091 | 597 | 5,494 | ||||||||||||
Preferred Stock Dividends
|
209 | 36 | 36 | - | ||||||||||||
Accretion of Preferred Stock
|
37 | 9 | 9 | - | ||||||||||||
Net Income Available to Common Shareholders
|
$ | 414 | $ | 6,046 | $ | 552 | $ | 5,494 |
(i)
|
Expansion into Permian Basin:
During the year ended December 31, 2013, we expanded our geographic reach with the opening of a new yard in San Angelo to serve customers in the Permian Basin. The operations of our San Angelo office were supported from our existing locations in Giddings and Dilley. Increased travel distances and increased activity resulted in an increase in vehicle-related expenses, such as fuel, third party trucking expense, and vehicle repairs, to 12.8% of revenues for the year ended December 31, 2013 from 8.5% of revenues for the year ended December 31, 2012. We expect vehicle-related expenses to decrease as a percentage of revenues in 2014 as we benefit from our investment in 10 new winch trucks in 2013 and as San Angelo transitions from a start-up yard dependent on labor and equipment from Giddings to a self-sufficient operating yard.
|
(ii)
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Sub-Rental of Equipment to Meet Customer Demand:
Sub-rental expense increased as a percent of revenues to 7.7% for the year ended December 31, 2013 from 7.1% for the year ended December 31, 2012. In order to satisfy customer demand in 2012, Austin Chalk began sub-renting 500 bbl capacity mud circulating tanks and was sub-renting over 100 tanks by the end of 2012. In early 2013, Austin Chalk accepted delivery of 100 new mud circulating tanks for its rental fleet and began to replace sub-rented tanks with Austin Chalk-owned tanks as customers completed jobs and returned the sub-rented tanks. The replacement process was longer than anticipated but all sub-rented tanks had been returned by December 31, 2013 and sub-rental expense decreased by 38.6% to approximately $0.3 million for the three months ended December 31, 2013 compared to $0.4 million for the three months ended December 31, 2012.
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Successor
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Predecessor
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|||||||||||||||
July 17
|
January 1
|
|||||||||||||||
Year Ended
|
Year Ended
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through
|
through
|
|||||||||||||
December 31,
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December 31,
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December 31,
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October 26,
|
|||||||||||||
2013
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2012
|
2012
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2012
|
|||||||||||||
Cash Provided By/(Used In):
|
||||||||||||||||
Operating Activities
|
$ | 3,988 | $ | 4,759 | $ | (191 | ) | $ | 4,950 | |||||||
Investing Activities
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(8,658 | ) | (21,021 | ) | (18,302 | ) | (2,661 | ) | ||||||||
Financing Activities
|
4,450 | 16,153 | 20,153 | (4,000 | ) | |||||||||||
Change in Cash and Cash Equivalents
|
$ | (220 | ) | $ | (109 | ) | $ | 1,660 | $ | (1,711 | ) |
(1)
|
Cash paid for Austin Chalk (included in investing activities) is shown net of cash acquired of approximately $58,000 for the period from July 17, 2012 to December 31, 2012 and is included at a gross value of $18.0 million for the year ended December 31, 2012.
|
Total
|
Less than
1 Year
|
1-3 Years
|
3-5 Years
|
|||||||||||||
Contractual Obligations
|
||||||||||||||||
Long-Term Debt | $ | 10,563 | $ | 2,744 | $ | 7,819 | $ | - | ||||||||
Interest on Long-Term Debt
(1)
|
805 | 382 | 423 | - | ||||||||||||
Capital Leases
(2)
|
941 | 167 | 334 | 440 | ||||||||||||
Operating Leases
|
337 | 156 | 130 | 51 | ||||||||||||
Total
|
$ | 12,646 | $ | 3,449 | $ | 8,706 | $ | 491 |
(1)
|
Includes costs at an interest rate of 4.0%.
|
(2)
|
Capital lease amounts include approximately $91,000 in interest payments.
|
Management’s Report on Internal Control Over Financial Reporting
|
F-1 | |||
Report of Independent Registered Public Accounting Firm
|
F-2 | |||
Consolidated Balance Sheets as of December 31, 2013 and 2012
|
F-3 | |||
Consolidated Statements of Operations for the year ended December 31, 2013, for the period from inception (July 17, 2012) through December 31, 2012, and for the Predecessor period (January 1, 2012 through October 26, 2012)
|
F-4 | |||
Consolidated Statements of Changes in Stockholders’ Equity for the year ended December 31, 2013 and for the period from inception (July 17, 2012) through December 31, 2012
|
F-5 | |||
Consolidated Statements of Cash Flows for the year ended December 31, 2013, for the period from inception (July 17, 2012) through December 31, 2012, and for the Predecessor period (January 1, 2012 through October 26, 2012)
|
F-6 | |||
Notes to Consolidated Financial Statements
|
F-7 |
/s/ Munawar H. Hidayatallah
|
||||
Munawar H. Hidayatallah
Chairman and Chief Executive Officer
(Principal Executive Officer)
April 10, 2014
|
|
|||
/s/ Alya Hidayatallah
|
||||
Alya Hidayatallah
Chief Financial Officer
(Principal Financial Officer)
April 10, 2014
|
December
31,
2013
|
December
31,
2012
|
|||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and Cash Equivalents
|
$ | 1,440 | $ | 1,660 | ||||
Accounts Receivable, Net of Allowance for Doubtful Accounts of $90 and $13, respectively
|
3,327 | 4,492 | ||||||
Unbilled Receivables
|
882 | - | ||||||
Inventory
|
43 | - | ||||||
Deferred Tax Assets
|
- | - | ||||||
Prepaid Expenses and Other Current Assets
|
279 | 299 | ||||||
Total Current Assets
|
5,971 | 6,451 | ||||||
Property and Equipment, Net
|
21,423 | 13,456 | ||||||
Intangible Assets, Net
|
4,121 | 4,643 | ||||||
Goodwill
|
8,834 | 8,834 | ||||||
Deferred Loan Costs, Net
|
515 | 520 | ||||||
Deferred Tax Assets
|
131 | - | ||||||
Other Assets
|
17 | - | ||||||
Total Assets
|
$ | 41,012 | $ | 33,904 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts Payable
|
$ | 1,131 | $ | 632 | ||||
Accrued Expenses
|
964 | 1,031 | ||||||
Accounts Payable - Affiliates
|
- | 761 | ||||||
Deferred Tax Liabilities
|
277 | 279 | ||||||
Current Portion of Long-Term Debt
|
2,881 | 2,062 | ||||||
Total Current Liabilities
|
5,253 | 4,765 | ||||||
Long-Term Debt, Net of Current Portion
|
8,532 | 6,188 | ||||||
Deferred Tax Liabilities
|
6,945 | 6,068 | ||||||
Other Long-Term Liabilities
|
35 | 1,943 | ||||||
Total Liabilities
|
20,765 | 18,964 | ||||||
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 | 1,943 | ||||||
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 | 68 | ||||||
Treasury Stock, at cost
|
(2 | ) | - | |||||
Additional Paid-In-Capital
|
14,767 | 12,377 | ||||||
Retained Earnings
|
1,258 | 552 | ||||||
Total Stockholders' Equity
|
16,115 | 12,997 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 41,012 | $ | 33,904 |
Successor | Predecessor | |||||||||||
Year Ended
December
31,
2013
|
Inception
(July 17, 2012)
through
December
31,
2012
|
January
1,
2012
through
October
26,
2012
|
||||||||||
Revenues
|
$ | 18,418 | $ | 3,510 | $ | 12,436 | ||||||
Cost of Revenues
|
6,195 | 1,061 | 2,647 | |||||||||
Gross Profit
|
12,223 | 2,449 | 9,789 | |||||||||
Selling, General and Administrative Expenses
|
10,294 | 1,543 | 4,316 | |||||||||
Operating Income
|
1,929 | 906 | 5,473 | |||||||||
Interest Expense, Net
|
629 | 81 | 28 | |||||||||
Other Expense/(Income)
|
- | - | (49 | ) | ||||||||
Income Before Income Tax
|
1,300 | 825 | 5,494 | |||||||||
Income Tax Expense
|
640 | 228 | - | |||||||||
Net Income
|
660 | 597 | 5,494 | |||||||||
Preferred Stock Dividends
|
209 | 36 | - | |||||||||
Accretion of Preferred Stock
|
37 | 9 | - | |||||||||
Net Income Available to Common Stockholders
|
$ | 414 | $ | 552 | $ | 5,494 | ||||||
Basic and Diluted Earnings per Share
|
$ | 0.01 | $ | 0.02 | $ | 0.08 | ||||||
Basic and Diluted Average Common Shares Outstanding
|
72,129,439 | 32,743,269 | 67,967,763 |
Shares of Common Stock
|
Common | Additional Paid- | Treasury | Retained | ||||||||||||||||||||||||||||
Issued
|
Outstanding
|
Treasury stock
|
Stock
|
In-Capital
|
Stock
|
Earnings
|
Total
|
|||||||||||||||||||||||||
Balance at Inception (July 17, 2012)
|
- | - | - | $ | - | $ | - | $ | - | $ | - | $ | - | |||||||||||||||||||
Issuance of Common Stock
|
3,413,750 | 3,413,750 | - | 34 | 13,121 | - | - | 13,155 | ||||||||||||||||||||||||
Cost of Stock Issuance
|
- | - | - | - | (710 | ) | - | - | (710 | ) | ||||||||||||||||||||||
Preferred Stock Dividends
|
- | - | - | - | (36 | ) | - | - | (36 | ) | ||||||||||||||||||||||
Preferred Stock Accretion
|
- | - | - | - | (9 | ) | - | - | (9 | ) | ||||||||||||||||||||||
Net Income
|
- | - | - | - | - | - | 597 | 597 | ||||||||||||||||||||||||
Balance at December 31, 2012
|
3,413,750 | 3,413,750 | - | $ | 34 | $ | 12,366 | $ | - | $ | 597 | $ | 12,997 | |||||||||||||||||||
Balance at December 31, 2012
|
6,130,184 | 6,125,684 | 4,500 | 6 | 20,482 | (2 | ) | (20,220 | ) | 266 | ||||||||||||||||||||||
Reverse Merger Transaction
|
67,967,763 | 67,967,763 | - | 68 | (7,889 | ) | - | 20,818 | 12,997 | |||||||||||||||||||||||
Equity Offering
|
15,744,997 | 15,744,997 | - | 16 | 2,346 | - | - | 2,362 | ||||||||||||||||||||||||
Stock-Based Compensation
|
199,100 | 199,100 | - | 2 | 74 | - | - | 76 | ||||||||||||||||||||||||
Preferred Stock Dividends
|
- | - | - | - | (209 | ) | - | - | (209 | ) | ||||||||||||||||||||||
Preferred Stock Accretion
|
- | - | - | - | (37 | ) | - | - | (37 | ) | ||||||||||||||||||||||
Net Income
|
- | - | - | - | - | - | 660 | 660 | ||||||||||||||||||||||||
Balance at December 31, 2013
|
90,042,044 | 90,037,544 | 4,500 | $ | 92 | $ | 14,767 | $ | (2 | ) | $ | 1,258 | $ | 16,115 |
Successor
|
Predecessor
|
|||||||||||
Year Ended
December
31,
2013
|
Inception
(July 17, 2012)
through
December
31,
2012
|
January 1,
2012
through
October
26,
2012
|
||||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net Income
|
$ | 660 | $ | 597 | $ | 5,494 | ||||||
Adjustments to Reconcile Net Income to Net Cash Provided by/(Used In) Operating Activities
|
||||||||||||
Depreciation Expense
|
1,867 | 327 | 805 | |||||||||
Amortization of Deferred Loan Costs
|
169 | 22 | - | |||||||||
Amortization of Intangible Assets
|
522 | 87 | - | |||||||||
Stock-Based Compensation Expense
|
76 | - | - | |||||||||
Bad Debt Expense
|
113 | - | - | |||||||||
Deferred Taxes
|
744 | (101 | ) | - | ||||||||
Changes in Operating Assets and Liabilities, Net Effects of Business Acquisition
|
||||||||||||
Accounts Receivable
|
1,052 | (928 | ) | (1,925 | ) | |||||||
Unbilled Receivables
|
(882 | ) | - | - | ||||||||
Inventory
|
(43 | ) | - | - | ||||||||
Prepaid Expenses and Other Assets
|
4 | (251 | ) | (5 | ) | |||||||
Accounts Payable
|
499 | (462 | ) | 775 | ||||||||
Accounts Payable - Affiliates
|
(761 | ) | - | - | ||||||||
Accrued Expenses
|
(67 | ) | 518 | (194 | ) | |||||||
Other Liabilities
|
35 | - | - | |||||||||
Net Cash Provided by Operating Activities
|
3,988 | (191 | ) | 4,950 | ||||||||
Cash Flows from Investing Activities
|
||||||||||||
Purchase of Property and Equipment
|
(8,924 | ) | (410 | ) | (2,661 | ) | ||||||
Cash Paid for Acquisition of Austin Chalk Petroleum Services, Inc., Net of Cash Acquired
|
- | (17,892 | ) | - | ||||||||
Cash Acquired from Reverse Merger
|
266 | - | - | |||||||||
Net Cash Used in Investing Activities
|
(8,658 | ) | (18,302 | ) | (2,661 | ) | ||||||
Cash Flows from Financing Activities
|
||||||||||||
Proceeds from Issuance of Common Stock
|
2,362 | 13,155 | - | |||||||||
Cash Paid for Stock Issuance Costs
|
- | (710 | ) | - | ||||||||
Distributions to Stockholder
|
- | - | (3,565 | ) | ||||||||
Proceeds on Borrowing on Debt
|
6,725 | 8,250 | - | |||||||||
Repayment of Debt
|
(4,473 | ) | - | (435 | ) | |||||||
Payment of Deferred Loan Costs
|
(164 | ) | (542 | ) | - | |||||||
Net Cash Provided By/(Used In) Financing Activities
|
4,450 | 20,153 | (4,000 | ) | ||||||||
Net Increase/(Decrease) in Cash and Cash Equivalents
|
(220 | ) | 1,660 | (1,711 | ) | |||||||
Cash and Cash Equivalents, Beginning of Period
|
1,660 | - | $ | 1,769 | ||||||||
Cash and Cash Equivalents, End of Period
|
$ | 1,440 | $ | 1,660 | $ | 58 | ||||||
Supplemental Disclosure of Cash Flow Information
|
||||||||||||
Cash Paid for Interest
|
$ | 467 | $ | - | $ | 30 | ||||||
Cash Paid for State and Federal Income Taxes
|
$ | 106 | $ | - | $ | 504 | ||||||
Non-Cash Financing and Investing Activities
|
||||||||||||
Issuance of Preferred Stock in Connection with Acquisition of Austin Chalk
|
$ | - | $ | 3,840 | $ | - | ||||||
Accretion of Preferred Stock Liquidation Preference
|
$ | 37 | $ | 9 | $ | - | ||||||
Paid-in-Kind Dividends on Preferred Stock
|
$ | 209 | $ | 36 | $ | - | ||||||
Purchase of Equipment through a Capital Lease Obligation
|
$ | 910 | $ | - | $ | - |
Estimated
Useful Lives
|
December 31,
2013
|
December 31,
2012
|
|||||||
Machinery and Equipment
|
1-12 years
|
$ | 23,322 | $ | 13,680 | ||||
Office Furniture, Fixtures and Equipment
|
3-7 years
|
93 | 15 | ||||||
Remaining Term
|
|||||||||
Leasehold Improvements |
of Lease
|
48 | 9 | ||||||
23,463 | 13,704 | ||||||||
Less: Accumulated Depreciation
|
(2,185 | ) | (327 | ) | |||||
21,278 | 13,377 | ||||||||
Assets Not Yet Placed In Service
|
145 | 79 | |||||||
Property, Plant and Equipment, Net
|
$ | 21,423 | $ | 13,456 |
Estimated
Useful Lives
|
December 31,
2013
|
December 31,
2012
|
|||||||
Customer Relationships
|
10 years
|
$ | 3,141 | $ | 3,141 | ||||
Trade Name
|
10 years
|
1,098 | 1,098 | ||||||
Non-Compete
|
5 years
|
491 | 491 | ||||||
4,730 | 4,730 | ||||||||
Less: Accumulated Amortization
|
(609 | ) | (87 | ) | |||||
Intangible Assets, Net
|
$ | 4,121 | $ | 4,643 |
Year Ending December 31,
|
||||
2014
|
$ | 182 | ||
2015
|
182 | |||
2016
|
151 | |||
$ | 515 |
Current Assets | $ | 3,672 | ||
Property and Equipment | 13,373 | |||
Goodwill | 8,834 | |||
Other Intangible Assets | 4,730 | |||
Total Assets Acquired | 30,609 | |||
Current Liabilities | 1,649 | |||
Deferred Tax Liabilities | 6,449 | |||
Total Liabilities Assumed | 8,098 | |||
Net Assets Aquired | $ | 22,511 |
December 31,
2013
|
December 31,
2012
|
|||||||
Term Loan
|
$ | 6,188 | $ | 8,250 | ||||
Delayed Draw Term Loan
|
4,375 | - | ||||||
Revolving Credit Facility
|
- | - | ||||||
Capital Leases
|
850 | - | ||||||
11,413 | 8,250 | |||||||
Less: Current Portion
|
(2,881 | ) | (2,062 | ) | ||||
Long-Term Debt, Net of Current Portion
|
$ | 8,532 | $ | 6,188 |
Year Ending December 31,
|
||||
2014
|
$ | 167 | ||
2015
|
167 | |||
2016
|
167 | |||
2017
|
167 | |||
2018
|
273 | |||
Total Payments
|
941 | |||
Less: Amount Representing Interest
|
(91 | ) | ||
Present Value of Minimum Lease Payments
|
850 | |||
Less: Current Portion of Capital Leases
|
(137 | ) | ||
Long-Term Capital Lease Obligations, Net of Current Portion
|
$ | 713 |
Year Ending December 31,
|
||||
2014
|
$ | 156 | ||
2015
|
82 | |||
2016
|
48 | |||
2017
|
34 | |||
2018
|
17 | |||
Total
|
$ | 337 |
Year Ended December
31,
2013
|
Inception
(July 17, 2012)
through
December
31,
2012
|
|||||||
Current Provision:
|
||||||||
Federal
|
$ | (228 | ) | $ | 304 | |||
State
|
123 | 25 | ||||||
Total Current Provision
|
(105 | ) | 329 | |||||
Deferred Benefit:
|
||||||||
Federal
|
745 | (101 | ) | |||||
Provision for Income Taxes
|
$ | 640 | $ | 228 |
Year Ended December
31,
2013
|
Inception
(July 17, 2012)
through
December
31,
2012
|
|||||||
Federal Statutory Rate
|
34.00 | % | 34.00 | % | ||||
State Taxes, Net of Federal Benefit
|
6.26 | % | 2.00 | % | ||||
Permanent Differences
|
8.12 | % | (8.40 | %) | ||||
Other
|
0.81 | % | 0.00 | % | ||||
Effective Income Tax Rate
|
49.19 | % | 27.60 | % |
December 31,
2013
|
December 31,
2012
|
|||||||
Deferred Tax Assets:
|
||||||||
Net Operating Loss
|
$ | 111 | $ | - | ||||
Start-Up Costs
|
20 | - | ||||||
Non-Current Deferred Tax Assets
|
131 | - | ||||||
Total Deferred Tax Assets
|
131 | - | ||||||
Deferred Tax Liabilities:
|
||||||||
Cash to Accrual Adjustment
|
194 | 178 | ||||||
Prepaid Assets
|
83 | 101 | ||||||
Current Deferred Tax Liabilities
|
277 | 279 | ||||||
Property, Plant and Equipment
|
5,544 | 5,709 | ||||||
Intangibles
|
1,401 | - | ||||||
Cash to Accrual Adjustment
|
- | 359 | ||||||
Non-Current Deferred Tax Liabilities
|
6,945 | 6,068 | ||||||
Total Deferred Tax Liabilities
|
7,222 | 6,347 | ||||||
Net Deferred Tax Liabilities
|
$ | 7,091 | $ | 6,347 |
Carrying Value of Series A Preferred Stock
|
Number of Outstanding Series A Preferred Shares
|
Liquidation Value of Series A Preferred Stock
|
||||||||||
Inception (July 17, 2012)
|
$ | - | - | $ | - | |||||||
Issuance
|
1,920 | 2,000,000 | 4,000 | |||||||||
Accrued Dividends
|
18 | - | 36 | |||||||||
Accretion
|
5 | - | - | |||||||||
December 31, 2012
|
1,943 | 2,000,000 | 4,036 | |||||||||
Issuance
|
1,943 | 2,000,000 | - | |||||||||
Accrued Dividends
|
209 | - | 209 | |||||||||
Accretion
|
37 | - | - | |||||||||
December 31, 2013
|
$ | 4,132 | 4,000,000 | $ | 4,245 |
Successor
|
Predecessor
|
|||||||||||
Year Ended
December
31,
2013
|
Inception
(July 17, 2012)
through
December
31,
2012
|
January 1, 2012
through
October
26, 2012
|
||||||||||
Denominator for Basic Earnings Per Share
|
72,129,439 | 32,743,269 | 67,967,763 | |||||||||
Effect of Potentially Dilutive Securities
|
- | - | - | |||||||||
Denominator for Diluted Earnings per Share
|
72,129,439 | 32,743,269 | 67,967,763 |
Expected Volatility | 80.00 | % | ||
Expected Forfeiture Rate | 0.00 | % | ||
Risk Free Interest Rate | 1.66 | % | ||
Fair Value of Company Stock on May 2, 2013 | $ | 0.171 |
Quarters Ended
|
||||||||||||||||
March 31,
2013
|
June 30,
2013
|
September 30,
2013
|
December 31,
2013
|
|||||||||||||
Revenues
|
$ | 4,397 | $ | 4,793 | $ | 4,372 | $ | 4,856 | ||||||||
Operating Income
|
641 | 348 | 390 | 550 | ||||||||||||
Net Income Before Income Taxes
|
522 | 202 | 208 | 368 | ||||||||||||
Net Income
|
397 | 51 | 101 | 111 | ||||||||||||
Net Income/(Loss) Available to Common Stockholders
|
338 | (10 | ) | 39 | 47 | |||||||||||
Net Income/(Loss) per Common Share
|
||||||||||||||||
Basic
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 | |||||||
Diluted
|
$ | 0.01 | $ | (0.00 | ) | $ | 0.00 | $ | 0.00 |
Predecessor |
Predecessor
|
Predecessor | Successor | |||||||||||||
Quarter Ended
March 31,
2012
|
Quarter Ended
June 30,
2012
|
Quarter Ended
September 30,
2012
|
Quarter Ended
December 31,
2012
|
|||||||||||||
Revenues
|
$ | 3,009 | 3,649 | 4,354 | $ | 4,934 | ||||||||||
Operating Income
|
1,523 | 1,634 | 1,696 | 1,526 | ||||||||||||
Net Income Before Income Taxes
|
1,514 | 1,631 | 1,744 | 1,430 | ||||||||||||
Net Income
|
1,474 | 1,631 | 1,689 | 1,297 | ||||||||||||
Net Income Available to Common Stockholders
|
1,474 | 1,631 | 1,689 | 1,251 | ||||||||||||
Net Income per Common Share
|
||||||||||||||||
Basic
|
$ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.04 | ||||||||
Diluted
|
$ | 0.02 | $ | 0.02 | $ | 0.02 | $ | 0.04 |
Name
|
Age
|
Position
|
||
Munawar H. Hidayatallah
|
69
|
Chairman and Chief Executive Officer
|
||
Mark Patterson
|
55
|
President and Chief Operating Officer
|
||
Alya Hidayatallah
|
38
|
Chief Financial Officer
|
||
Kurt Chew
|
51
|
President, Austin Chalk Petroleum Services Corp.
|
||
Ali H M Afdhal
|
69
|
Director
|
||
Kouros Sariri
|
58
|
Director
|
||
Saeed M. Sheikh
|
77
|
Director
|
||
Nadine C. Smith
|
56
|
Director
|
||
Zane Tankel
|
74
|
Director
|
Salary
|
Bonus
|
All Other Compensation
|
Total
|
|||||||||||||||
Name and Principal Position | Year |
($)
|
($)
|
($)
|
($)
|
|||||||||||||
Micki Hidayatallah
|
2013
|
396,154 | – | – | 396,154 | |||||||||||||
Chairman and Chief Executive Officer (1)
|
2012
|
53,077 | – | – | 53,077 | |||||||||||||
Mark Patterson
|
2013
|
203,077 | 11,000 | 74,897 | (2 | ) | 288,974 | |||||||||||
President and Chief Operating Officer
|
2012
|
31,846 | – | 32,243 | (3 | ) | 64,089 | |||||||||||
Kurt Chew
|
2013
|
226,000 | – | – | 226,000 | |||||||||||||
President, Austin Chalk Petroleum Services, Inc.
|
2012
|
223,461 | – | 3,565,325 | (4 | ) | 3,788,786 | |||||||||||
Alya Hidayatallah
|
2013
|
200,000 | – | – | 200,000 | |||||||||||||
Chief Financial Officer (5)
|
(1)
|
Mr. Hidayatallah became Chairman and Chief Executive Officer of Aly Operating in July 2012 and has served as Chairman and Chief Executive Officer of Aly Energy since the Share Exchange.
|
||||||||
(2)
|
Mr. Patterson received $74,897 in stock compensation, which amounts are reflected in “All Other Compensation” in the table.
|
||||||||
(3)
|
From July 2012 through October 2012, Mr. Patterson was a consultant to Aly Operating and, in that capacity, received consulting fees, consisting of $26,500 in fees and $5,743 in expense reimbursements, which amounts are reflected in “All Other Compensation” in the table. Mr. Patterson became President and Chief Operating Officer of Aly Operating on October 26, 2012 and has served as President and Chief Operating Officer of Aly Energy since the Share Exchange.
|
||||||||
(4)
|
Reflects distributions received by Mr. Chew as the sole stockholder of Austin Chalk prior to the acquisition of Austin Chalk by Aly Energy.
|
||||||||
(5)
|
Ms. Hidayatallah became Chief Financial Officer of Aly Operating in January 2013 and has served as Chief Financial Officer of Aly Energy since the Share Exchange.
|
Number of Shares of Aly Operating Purchased on 10/26/12
|
Number of Shares of Preferred Voice After Share Exchange
|
|||||||
Purchaser
|
||||||||
Micki Hidayatallah
|
500,000 | 9,955,000 | ||||||
Zane Tankel
|
250,000 | 4,977,500 | ||||||
Kouros Sariri
|
125,000 | 2,488,750 | ||||||
Saeed M. Sheikh
|
106,250 | 2,115,438 | ||||||
Nadine C. Smith
|
62,500 | 1,244,375 | ||||||
Mark Patterson (1)
|
NA
|
39,820 |
(1)
|
Mark Patterson did not purchase Aly Operating shares of common stock on October 26, 2012 but he was issued 4,000 shares and 4,000 shares of Aly Operating common stock in March 2013 and April 2013, respectively, prior to taking the effect of the Share Exchange into account, as compensation. As such, he was issued shares in the Share Exchange.
|
Number of Options Held
|
||||
Individual
|
||||
Micki Hidayatallah
|
3,384,700 | |||
Mark Patterson
|
1,353,880 | |||
Alya Hidayatallah
|
796,400 | |||
Nadine C. Smith
|
398,200 | |||
Ali Afdhal
|
167,244 | |||
Allen Morton (1)
|
167,244 | |||
Kouros Sariri
|
167,244 | |||
Zane Tankel
|
167,244 | |||
Saeed M. Sheikh
|
167,244 |
(1)
|
Allen Morton resigned from our Board in December 2013.
|
Common Stock
|
||||||||
Name
|
Number of Shares Beneficially Owned
|
Percent of Class
|
||||||
J. Steven Emerson (1)
|
17,375,373 | 19.3 | % | |||||
Cydas Investments Ltd. (2)
|
14,449,052 | 16.0 | % | |||||
Munawar Hidayatallah (3)
|
11,520,072 | 12.8 | % | |||||
Nezam Afdhal (4)
|
7,224,256 | 8.0 | % | |||||
Armand Neff and Christoph Luthy (5)
|
6,454,272 | 7.2 | % | |||||
Zane Tankel
|
5,644,166 | 6.3 | % | |||||
Kouros Sariri (6)
|
2,889,809 | 3.2 | % | |||||
Kurt Chew
|
2,666,667 | 3.0 | % | |||||
Saeed M. Sheikh
|
2,456,339 | 2.7 | % | |||||
Nadine C. Smith
|
1,444,905 | 1.6 | % | |||||
Mark Patterson
|
199,100 | 0.2 | % | |||||
Ali Afdhal
|
- | 0.0 | % | |||||
Alya Hidayatallah
|
- | 0.0 | % | |||||
All 10 directors and officers as a group
|
26,821,058 | 29.8 | % |
(1)
|
Includes 9,955,000 shares held in Mr. Emerson’s retirement accounts and 3,194,600 shares held by Emerson Partners. Mr. Emerson’s address is c/o TR Winston, 1999 Ave of the Stars #2530, Los Angeles, California 90067.
|
||||
(2)
|
Consists of shares held of record by Cydas Investments Ltd. which is owned equally by Ali Afdhal's daughter (Laily Shirazi) and brother (Muhsin Afdhal). Mr. Ali Afdhal disclaims any beneficial ownership in the shares of common stock owned by Cydas Investments Ltd. The address for Cydas Investments Ltd. is PO Box 437, 13 Castle Street, St. Heller, Jersey, JE4 0ZE, Channel Islands.
|
||||
(3)
|
Consists of 2,565,072 shares held in a trust of which Mr. Hidayatallah is the trustee and the remainder held jointly by Mr. Hidayatallah and his spouse.
|
||||
(4)
|
Ali Afdhal and Nezam Afdhal are brothers. Ali Afdhal disclaims any beneficial ownership in the shares of common stock owned by his brother. Nezam Afdhal’s address is 59 Pier 7, Charlestown, Massachusetts 02129.
|
||||
(5)
|
Held of record by Makini Enterprises S.A., whose address is c/o Prisma International Ltd., Bahnhofstrasse, PO Box 1055, CH-6304 Zug, Switzerland.
|
||||
(6)
|
Consists of 816,589 shares held in Mr. Sariri’s retirement account, 550,591 shares held in Mr. Sariri’s spouse’s retirement account, and the remainder held jointly by Mr. Sariri and his spouse.
|
Successor
|
Predecessor
|
|||||||||||
Year Ended
December
31,
2013
|
Inception
(July 17, 2012)
through
December
31,
2012
|
January 1,
2012
through
October
26,
2012
|
||||||||||
Audit Fees (1)
|
$ | 228,050 | $ | 82,236 | $ | - | ||||||
Audit-Related Fees (2)
|
- | - | - | |||||||||
Tax Fees (3)
|
- | - | - |
(2)
|
Includes fees for services related to accounting and acquisition audit fees.
|
(3)
|
Includes fees for services related to tax compliance, preparation and tax examination assistance.
|
Exhibit
Number
|
Exhibit Description
|
|
2.1
|
Share Exchange Agreement, dated May 14, 2013, by and among Preferred Voice, Inc., Aly Energy Services, Inc. and the stockholders of Aly Energy Services, Inc. (1)
|
|
2.2
|
Stock Purchase Agreement, dated as of September 27, 2012, by and between Aly Energy Services, Inc. and Kurt Chew (1)
|
|
3.1
|
Certificate of Incorporation, filed on August 3, 1992 with the Secretary of State of Delaware (1)
|
|
3.2
|
Certificate of Amendment, filed on May 2, 1994 with the Secretary of State of Delaware (1)
|
|
3.3
|
Certificate of Amendment, filed on March 21, 1995 with the Secretary of State of Delaware (1)
|
|
3.4
|
Certificate of Amendment, filed on July 27, 1995 with the Secretary of State of Delaware (1)
|
|
3.5
|
Certificate of Amendment, filed on March 7, 1997 with the Secretary of State of Delaware (1)
|
|
3.6
|
Certificate of Amendment, filed on April 27, 2007 with the Secretary of State of Delaware (1)
|
|
3.7
|
Certificate of Amendment, filed on May 14, 2013 with the Secretary of State of Delaware (1)
|
|
3.8
|
Bylaws of the Registrant (1)
|
|
4.1
|
Aly Energy Services, Inc. Investor Agreement dated October 26, 2012(1)
|
|
4.2
|
Credit Agreement, dated as of October 26, 2012, by and among Aly Energy Services, Inc., Wells Fargo Bank, National Association and the lenders named therein (2)
|
|
4.3
|
Amendment No. 1 to Credit Agreement, dated as of April 13, 2013 (2)
|
|
4.4
|
Amendment No. 2 and Waiver to Credit Agreement, effective May 14, 2013 (3)
|
|
4.5
|
Amendment No. 3, effective December 30, 2013 (4)
|
|
10.1
|
Employment Agreement, dated February 13, 2013, by and between Aly Energy Services, Inc. and Munawar Hidayatallah (1)
|
|
10.2
|
Employment Agreement, dated February 12, 2013, by and between Aly Energy Services, Inc. and Mark Patterson (1)
|
|
10.3
|
Employment Agreement, dated February 12, 2013, by and between Aly Energy Services, Inc. and Alya Hidayatallah (1)
|
|
10.4
|
Employment Agreement, dated February 12, 2013, by and between Aly Energy Services, Inc. and Kurt Chew (1)
|
|
10.5
|
Amended and Restated Lease Agreement, dated October 25, 2012, by and between Kurt Chew, LLC and Austin Chalk Petroleum Corp.(1)
|
|
10.6
|
Aly Energy Services, Inc. Omnibus Incentive Plan (1)
|
|
10.7
|
Form of Stock Option Agreement under Aly Energy Services, Inc. Omnibus Incentive Plan(1)
|
|
21
|
List of Subsidiaries (1)
|
|
31.1
|
31.2
Certification of Chief Executive Officer (4)
|
|
31.2
|
Certification of Chief Financial Officer (4)
|
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
|
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (4)
|
101.INS **
|
XBRL Instance Document
|
|||
101.SCH **
|
XBRL Taxonomy Extension Schema Document
|
|||
101.CAL **
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
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101.DEF **
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB **
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE **
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XBRL Taxonomy Extension Presentation Linkbase Document
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**
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XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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(1)
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Filed as exhibit to Report on Form 8-K, dated May 15, 2013
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(2)
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Filed as exhibit to Report on Form 10-Q/A, dated September 23, 2013
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(3)
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Filed as exhibit to Report on Form 8-K/A, dated July 31, 2013
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(4)
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Filed herewith
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ALY ENERGY SERVICES, INC . | |||
Date: April 10, 2014 |
By:
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/s/ Munawar H. Hidayatallah | |
Munawar H. Hidayatallah | |||
Chairman and Chief Executive Officer | |||
(Principal Executive Officer) |
1 Year Aly Energy Services (GM) Chart |
1 Month Aly Energy Services (GM) Chart |
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