| | 2022 | |
Assets | | | | |
| | | | |
Current assets | | | | |
Cash and cash equivalents | | $ | 8,178,685 | |
Accounts receivable-trade | | | 16,585,025 | |
Allowance for doubtful accounts | | | (70,310 | ) |
Retainages receivable | | | 1,924,608 | |
Other receivables | | | 49,107 | |
Contract assets | | | 7,697,889 | |
Prepaid expenses and other | | | 5,272,735 | |
Total current assets | | | 39,637,739 | |
| | | | |
Property, plant and equipment, at cost | | | 67,560,533 | |
less accumulated depreciation | | | (39,843,861 | ) |
Total fixed assets | | | 27,716,672 | |
| | | | |
Right of use asset, finance lease | | | 296,650 | |
| | | | |
Acquired intangible assets, net | | | 4,591,665 | |
Goodwill | | | 3,426,070 | |
| | | | |
Total assets | | $ | 75,668,796 | |
| | | | |
Liabilities and shareholders' equity | | | | |
Current liabilities | | | | |
Current maturities of long-term debt | | $ | 4,700,128 | |
Lines of credit and short term borrowings | | | 2,236,362 | |
Accounts payable | | | 6,846,215 | |
Accrued expenses and other current liabilities | | | 6,121,518 | |
Contract liabilities | | | 4,213,471 | |
Total current liabilities | | | 24,117,694 | |
| | | | |
Long-term debt, less current maturities | | | 14,492,910 | |
Deferred income taxes payable | | | 2,393,098 | |
Total liabilities | | | 41,003,702 | |
| | | | |
Shareholders' equity | | | | |
| | | | |
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, no shares outstanding at March 31, 2022 | | | - | |
| | | | |
Common stock, $.0001 par value | | | | |
Authorized 50,000,000 shares 17,466,328 issued and 16,247,898 outstanding at March 31, 2022 prior to acquisition and 419,287 shares issued at acquisition closing | | | 1,789 | |
| | | | |
Treasury stock, 1,218,430 shares at March 31, 2022 | | | (122 | ) |
| | | | |
Additional paid in capital | | | 60,460,132 | |
Retained earnings (deficit) | | | (25,796,705 | ) |
Total shareholders' equity | | | 34,665,094 | |
| | | | |
Total liabilities and shareholders' equity | | $ | 75,668,796 | |
| | 2022 | |
Revenue | | $ | 81,900,182 | |
| | | | |
Cost of revenues | | | 72,950,149 | |
| | | | |
Gross profit | | | 8,950,033 | |
| | | | |
Selling and administrative expenses | | | 7,918,142 | |
Income from operations | | | 1,031,891 | |
| | | | |
Other income (expense) | | | | |
Interest income | | | 576 | |
Other nonoperating expense | | | (475,588 | ) |
Interest expense | | | (512,141 | ) |
Gain on sale of equipment | | | 359,792 | |
| | | (627,361 | ) |
| | | | |
Income before income taxes | | | 404,530 | |
| | | | |
Income tax expense | | | 166,220 | |
| | | | |
Net income available to common shareholders | | $ | 238,310 | |
| | | | |
Weighted average shares outstanding-basic | | | 16,667,185 | |
| | | | |
Weighted average shares-diluted | | | 16,667,185 | |
| | | | |
Earnings per share available to common shareholders | | $ | 0.01 | |
| | | | |
Earnings per share-diluted available to common shareholders | | $ | 0.01 | |
| | Energy Services of America Corporation Consolidated Balance Sheets March 31, 2022 | | | Purchase Entry | | | Pro Forma Adjusting Entries | | | | Energy Services of America Corporation Consolidated Pro Forma Balance Sheets March 31, 2022 | |
Assets | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 8,362,452 | | | $ | - | | | $ | (183,767 | ) | (g) | | $ | 8,178,685 | |
Accounts receivable-trade | | | 16,585,025 | | | | - | | | | - | | | | | 16,585,025 | |
Allowance for doubtful accounts | | | (70,310 | ) | | | | | | | - | | | | | (70,310 | ) |
Retainages receivable | | | 1,924,608 | | | | - | | | | - | | | | | 1,924,608 | |
Other receivables | | | 49,107 | | | | - | | | | - | | | | | 49,107 | |
Contract assets | | | 7,697,889 | | | | - | | | | - | | | | | 7,697,889 | |
Prepaid expenses and other | | | 5,272,735 | | | | - | | | | - | | | | | 5,272,735 | |
Total current assets | | | 39,821,506 | | | | - | | | | (183,767 | ) | | | | 39,637,739 | |
| | | | | | | | | | | | | | | | | |
Property, plant and equipment, at cost | | | 61,851,439 | | | | 5,709,094 | (a) | | | - | | | | | 67,560,533 | |
less accumulated depreciation | | | (39,273,861 | ) | | | - | | | | (570,000 | ) | (h) | | | (39,843,861 | ) |
Total fixed assets | | | 22,577,578 | | | | 5,709,094 | | | | (570,000 | ) | | | | 27,716,672 | |
| | | | | | | | | | | | | | | | | |
Right of use asset, finance lease | | | - | | | | - | | | | 296,650 | | (i) | | | 296,650 | |
| | | | | | | | | | | | | | | | | |
Acquired intangible assets, net | | | 2,230,067 | | | | 2,505,598 | (b) | | | (144,000 | ) | (j) | | | 4,591,665 | |
Goodwill | | | 1,814,317 | | | | 1,611,753 | (c) | | | - | | | | | 3,426,070 | |
| | | | | | | | | | | | | | | | | |
Total assets | | $ | 66,443,468 | | | $ | 9,826,445 | | | $ | (601,117 | ) | | | $ | 75,668,796 | |
| | | | | | | | | | | | | | | | | |
Liabilities and shareholders' equity | | | | | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | | | | | |
Current maturities of long-term debt | | $ | 2,869,128 | | | $ | - | | | $ | 1,831,000 | | (k) | | $ | 4,700,128 | |
Lines of credit and short term borrowings | | | 2,236,362 | | | | - | | | | - | | | | | 2,236,362 | |
Accounts payable | | | 6,846,215 | | | | - | | | | - | | | | | 6,846,215 | |
Accrued expenses and other current liabilities | | | 6,121,518 | | | | - | | | | - | | | | | 6,121,518 | |
Contract liabilities | | | 4,213,471 | | | | - | | | | - | | | | | 4,213,471 | |
Income tax payable | | | - | | | | | | | | | | | | | | |
Total current liabilities | | | 22,286,694 | | | | - | | | | 1,831,000 | | | | | 24,117,694 | |
| | | | | | | | | | | | | | | | | |
Long-term debt, less current maturities | | | 7,879,315 | | | | 8,826,445 | (d) | | | (2,212,850 | ) | (l)(k) | | | 14,492,910 | |
Deferred income taxes payable | | | 2,265,498 | | | | - | | | | 127,600 | | (m) | | | 2,393,098 | |
Total liabilities | | | 32,431,507 | | | | 8,826,445 | | | | (2,085,250 | ) | | | | 41,003,702 | |
| | | | | | | | | | | | | | | | | |
Shareholders' equity | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, no shares outstanding at March 31, 2022 | | | - | | | | - | | | | - | | | | | - | |
| | | | | | | | | | | | | | | | | |
Common stock, $.0001 par value | | | | | | | | | | | | | | | | | |
Authorized 50,000,000 shares 17,466,328 issued and 16,247,898 outstanding at March 31, 2022 prior to acquisition and 419,287 shares issued at acquisition closing | | | 1,747 | | | | 42 | (e) | | | - | | | | | 1,789 | |
| | | | | | | | | | | | | | | | | |
Treasury stock, 1,218,430 shares at March 31, 2022 | | | (122 | ) | | | | | | | | | | | | (122 | ) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
Additional paid in capital | | | 59,460,174 | | | | 999,958 | (f) | | | - | | | | | 60,460,132 | |
Retained earnings (deficit) | | | (25,449,838 | ) | | | - | | | | (346,867 | ) | (n) | | | (25,796,705 | ) |
| | | | | | | | | | | | | | | | | |
Total shareholders' equity | | | 34,011,961 | | | | 1,000,000 | | | | (346,867 | ) | | | | 34,665,094 | |
| | | | | | | | | | | | | | | | | |
Total liabilities and shareholders' equity | | $ | 66,443,468 | | | $ | 9,826,445 | | | $ | (601,117 | ) | | | $ | 75,668,796 | |
(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 |
(i) | Right to use finance leases, $365,000 less $68,350 amortization |
(j) | Amortization of intangible assets, $24,000 x 6 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 $14,650 accreted interest less $75,000 in lease payments, less $686,500 in bank payments |
(m) | Current year deferred income tax adjustment |
(n) | Current year net income fromTSP audited financial statements, partially offset by pro forma income statement adjustments |
| | Energy Services of America Corporation Consolidated Statements of Income For the Six Months Ended March 31, 2022 | | | Tri-State Paving & Sealcoating Statements of Income For the Six Months Ended March 31, 2022 | | | Pro Forma Adjustments | | | | Energy Services of America Corporation Consolidated Pro Forma Statements of Income For the Six Months Ended March 31, 2022 | |
Revenue | | $ | 78,051,703 | | | $ | 3,848,479 | | | $ | - | | | | $ | 81,900,182 | |
| | | | | | | | | | | | | | | | | |
Cost of revenues | | | 69,877,711 | | | | 3,384,438 | | | | (312,000 | ) | (a) | | | 72,950,149 | |
| | | | | | | | | | | | | | | | | |
Gross profit | | | 8,173,992 | | | | 464,041 | | | | 312,000 | | | | | 8,950,033 | |
| | | | | | | | | | | | | | | | | |
Selling and administrative expenses | | | 7,049,634 | | | | 943,508 | | | | (75,000 | ) | (b) | | | 7,918,142 | |
Income (loss) from operations | | | 1,124,358 | | | | (479,467 | ) | | | 387,000 | | | | | 1,031,891 | |
| | | | | | | | | | | | | | | | | |
Other income (expense) | | | | | | | | | | | | | | | | | |
Interest income | | | 576 | | | | - | | | | - | | | | | 576 | |
Other nonoperating (expense) income | | | (263,238 | ) | | | - | | | | (212,350 | ) | (c) | | | (475,588 | ) |
Interest expense | | | (342,491 | ) | | | - | | | | (169,650 | ) | (d) | | | (512,141 | ) |
Gain on sale of equipment | | | 359,792 | | | | - | | | | - | | | | | 359,792 | |
| | | (245,361 | ) | | | - | | | | (382,000 | ) | | | | (627,361 | ) |
Income before income taxes | | | 878,997 | | | | (479,467 | ) | | | 5,000 | | | | | 404,530 | |
| | | | | | | | | | | | | | | | | |
Income tax expense (benefit) | | | 293,820 | | | | - | | | | (127,600 | ) | (e) | | | 166,220 | |
| | | | | | | | | | | | | | | | | |
Net income | | $ | 585,177 | | | $ | (479,467 | ) | | $ | 132,600 | | | | $ | 238,310 | |
| | | | | | | | | | | | | | | | | |
Weighted average shares outstanding-basic | | | 16,247,898 | | | | | | | | 419,287 | | | | | 16,667,185 | |
| | | | | | | | | | | | | | | | | |
Weighted average shares-diluted | | | 16,247,898 | | | | | | | | 419,287 | | | | | 16,667,185 | |
| | | | | | | | | | | | | | | | | |
Earnings per share available to common shareholders | | $ | 0.04 | | | | | | | | | | | | $ | 0.01 | |
| | | | | | | | | | | | | | | | | |
Earnings per share-diluted available to common shareholders | | $ | 0.04 | | | | | | | | | | | | $ | 0.01 | |
(a) | $88,000 depreciation expense increase for the stepped up value of property, plant and equipment, and $400,000 salary & burden expense decrease for employees not retained and salary adjustments |
(b) | $75,000 decrease to building lease expense, $68,350 reclassed to other expense (finance lease amortization) and $6,650 reclassed to interest expense |
(c) | $68,350 right to use-finance lease amortization expense and $144,000 intangible asset amortization expense |
(d) | $163,000 increase in interest expense for debt incurred to finance purchase and $6,650 increase from finance lease |
(e) | $129,000 tax benefit adjustment due to TSP previously filing as an "S" corporation during audited periods and $14,00 tax expense of pro forma adjustments |