Energy Services of America (ESOA) 8-K/A Completion of Acquisition or Disposition of Assets

Exhibit 99.3

ENERGY SERVICES OF AMERICA CORPORATION

CONSOLIDATED PRO FORMA BALANCE SHEETS

As of September 30, 2021

Assets
Current assets
Cash and cash equivalents	$	9,444,115
Accounts receivable-trade		21,092,517
Allowance for doubtful accounts		(70,310	)
Retainages receivable		917,526
Other receivables		543,328
Contract assets		8,730,402
Prepaid expenses and other		3,541,000
Total current assets		44,198,578
Property, plant and equipment, at cost		66,854,799
less accumulated depreciation		(39,335,686	)
Total fixed assets		27,519,113
Right of use asset, finance lease		228,300
Acquired intangible assets, net		4,643,521
Goodwill		3,426,070
Total assets	$	80,015,582
Liabilities and shareholders' equity
Current liabilities
Current maturities of long-term debt	$	5,232,574
Lines of credit and short term borrowings		5,040,250
Accounts payable		7,285,392
Accrued expenses and other current liabilities		5,599,702
Contract liabilities		3,153,290
Total current liabilities		26,311,208
Long-term debt, less current maturities		14,637,519
Deferred income taxes payable		1,758,433
Total liabilities		42,707,160
Shareholders' equity
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, 206 issued at September 30,  2021		-
Common stock, $.0001 par value
Authorized 50,000,000 shares 14,839,836 issued and 13,621,406 outstanding at September 30, 2021 prior to acquisition and 419,287 shares issued at acquisition closing, 2,626,492 shares converted from 206 preferred shares in October 2022		1,526
Treasury stock, 1,218,430 shares at September 30, 2021		(122	)
Additional paid in capital		61,670,657
Retained earnings (deficit)		(24,363,639	)
Total shareholders' equity		37,308,422
Total liabilities and shareholders' equity	$	80,015,582

ENERGY SERVICES OF AMERICA CORPORATION

CONSOLIDATED PRO FORMA STATEMENTS OF INCOME

For the year ended September 30, 2021

Revenue	$	131,909,475
Cost of revenues		116,534,866
Gross profit		15,374,609
Selling and administrative expenses		14,444,059
Income from operations		930,550
Other income (expense)
Interest income		286,645
Paycheck Protection Program (“PPP”) loan forgiveness & other grants		10,509,821
Other nonoperating expense		(714,030	)
Interest expense		(928,965	)
Gain on sale of equipment		930,481
		10,083,952
Income before income taxes		11,014,502
Income tax expense		245,871
Net income		10,768,631
Dividends on preferred stock		284,238
Net income available to common shareholders	$	10,484,393
Weighted average shares outstanding-basic		14,040,693
Weighted average shares-diluted		17,407,711
Earnings  per share available to common shareholders	$	0.75
Earnings per share-diluted available to common shareholders	$	0.60

	Energy Services of America Corporation Consolidated Balance Sheets (Audited) September 30, 2021			Purchase Allocation Entry			Pro Forma Adjusting Entries				Energy Services of America Corporation Consolidated Pro Forma Balance Sheets September 30, 2021
Assets
Current assets
Cash and cash equivalents	$	8,226,739		$	-		$	1,217,376		(g)	$	9,444,115
Accounts receivable-trade		21,092,517			-			-				21,092,517
Allowance for doubtful accounts		(70,310	)					-				(70,310	)
Retainages receivable		917,526			-			-				917,526
Other receivables		543,328			-			-				543,328
Contract assets		8,730,402			-			-				8,730,402
Prepaid expenses and other		3,541,000			-			-				3,541,000
Total current assets		42,981,202			-			1,217,376				44,198,578
Property, plant and equipment, at cost		61,145,705			5,709,094	(a)		-				66,854,799
less accumulated depreciation		(38,195,686	)		-			(1,140,000	)	(h)		(39,335,686	)
Total fixed assets		22,950,019			5,709,094			(1,140,000	)			27,519,113
Right of use asset, finance lease		-			-			228,300		(i)		228,300
Acquired intangible assets, net		2,425,923			2,505,598	(b)		(288,000	)	(j)		4,643,521
Goodwill		1,814,317			1,611,753	(c)		-				3,426,070
Total assets	$	70,171,461		$	9,826,445		$	17,676			$	80,015,582
Liabilities and shareholders' equity
Current liabilities
Current maturities of long-term debt	$	3,401,574		$	-		$	1,831,000		(k)	$	5,232,574
Lines of credit and short term borrowings		5,040,250			-			-				5,040,250
Accounts payable		7,285,392			-			-				7,285,392
Accrued expenses and other current liabilities		5,599,702			-			-				5,599,702
Contract liabilities		3,153,290			-			-				3,153,290
Income tax payable		-
Total current liabilities		24,480,208			-			1,831,000				26,311,208
Long-term debt, less current maturities		9,020,774			8,826,445	(d)		(3,209,700	)	(l) (k)		14,637,519
Deferred income taxes payable		2,033,433			-			(275,000	)	(m)		1,758,433
Total liabilities		35,534,415			8,826,445			(3,484,700	)			42,707,160
Shareholders' equity
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, 206 issued at September 30,  2021		-			-			-				-
Common stock, $.0001 par value
Authorized 50,000,000 shares 14,839,836 issued and 13,621,406 outstanding at September 30, 2021 prior to acquisition and 419,287 shares issued at acquisition closing, 2,626,492 shares converted from 206 preferred shares in October 2022		1,484			42	(e)		-				1,526
Treasury stock, 1,218,430 shares at September 30, 2021		(122	)									(122	)
Additional paid in capital		60,670,699			999,958	(f)		-				61,670,657
Retained earnings (deficit)		(26,035,015	)		-			1,671,376		(n)		(24,363,639	)
Total shareholders' equity		34,637,046			1,000,000			1,671,376				37,308,422
Total liabilities and shareholders' equity	$	70,171,461		$	9,826,445		$	17,676			$	80,015,582

(a)	Property, plant and equipment acquired in purchase at stepped up value
(b)	Non-compete valued at $379,149, customer list valued at $1,929,144, and tradename values at $197,335
(c)	Goodwill acquired in purchase allocation
(d)	Bank debt to finance purchase $7,500,000, fair value of seller note $936,000, debt assumed $390,000,
(e)	Par value of 419,287 common shares issued as purchase consideration
(f)	Value of 419,287 common shares issued as purchase consideration less par value
(g)	Cash flow effect of adjustments
(h)	Depreciation based on stepped up asset value, $95,000 x 12 months
(i)	Right to use finance leases, $365,000 less $136,700 amortization
(j)	Amortization of intangible assets, $24,000 x 12 months
(k)	Reclass current portion of long-term debt, $1,431,000 bank debt, $250,000 seller note, $150,000 finance leases
(l)	Note payable from right to use finance lease, $365,000 plus $29,300 accreted interest less $150,000 in lease payments, less $250,000 seller note payment, less $1,373,000 in bank payments
(m)	Current year deferred income tax adjustment
(n)	Net income fromTSP audited financial statements, partially offset by pro forma income statement adjustments

	Energy Services of America Corporation Consolidated Statements of Income (Audited) For the Year Ended September 30, 2021			Tri-State Paving & Sealcoating Statements of Income (Audited) For the Year Ended December 31, 2021			Pro Forma Adjustments				Energy Services of America Corporation Consolidated Pro Forma Statements of Income For the years Ended September 30, 2021
Revenue	$	122,465,826		$	9,443,649		$	-			$	131,909,475
Cost of revenues		109,544,804			7,614,062			(624,000	)	(a)		116,534,866
Gross profit		12,921,022			1,829,587			624,000				15,374,609
Selling and administrative expenses		13,813,644			780,415			(150,000	)	(b)		14,444,059
(Loss) income from operations		(892,622	)		1,049,172			774,000				930,550
Other income (expense)
Interest income		286,645			-			-				286,645
Paycheck Protection Program ("PPP") loan forgiveness & other grants		9,839,100			670,721			-				10,509,821
Other nonoperating (expense) income		(289,330	)		-			(424,700	)	(c)		(714,030	)
Interest expense		(557,320	)		(32,345	)		(339,300	)	(d)		(928,965	)
Gain on sale of equipment		681,653			248,828			-				930,481
		9,960,748			887,204			(764,000	)			10,083,952
Income before income taxes		9,068,126			1,936,376			10,000				11,014,502
Income tax (benefit) expense		(29,129	)		-			275,000		(e)		245,871
Net income		9,097,255			1,936,376			(265,000	)			10,768,631
Dividends on preferred stock		284,238			-			-				284,238
Net income (loss) available to common shareholders	$	8,813,017		$	1,936,376		$	(265,000	)		$	10,484,393
Weighted average shares outstanding-basic		13,621,406						419,287				14,040,693
Weighted average shares-diluted		16,988,424						419,287				17,407,711
Earnings  per share available to common shareholders	$	0.647									$	0.747
Earnings per share-diluted available to common shareholders	$	0.519									$	0.602

(a)	$176,000 depreciation expense increase for the stepped up value of property, plant and equipment, and $800,000 salary & burden expense decrease for employees not retained and salary adjustments
(b)	$150,000 decrease to building lease expense, $136,700 reclassed to other expense (finance lease amortization) and $13,300 reclassed to interest expense
(c)	$136,700 right to use-finance lease amortization expense and $288,000 intangible asset amortization expense
(d)	$326,000 increase in interest expense for debt incurred to finance purchase and $13,300 increase from finance lease
(e)	$342,000 tax expense adjustment due to TSP previously filing as an "S" corporation during audited periods and $67,000 tax benefit of pro forma adjustments