ACQUISITIONS |
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Jun. 30, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
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| ACQUISITIONS | 13. ACQUISITIONS On December 2, 2024, the Company completed the acquisition of Tribute Contracting & Consultants, LLC (“Tribute LLC”), located in South Point, Ohio. Pursuant to the Asset Purchase Agreement (“Agreement”) signed on October 31, 2024, the Company acquired substantially all the assets (including but not limited to customer contracts, employees, account receivable and equipment) of Tribute LLC for $22.0 million in cash at closing, less an initial $1.2 million working capital adjustment, and $2.0 million in Energy Services Common Stock (“Stock”). Of the $20.8 million paid in cash, $16.0 million was funded by a loan from United Bank, Inc., Huntington, West Virginia. The final working capital adjustment was reduced by $296,000, which was deducted from the approximately $2.0 million receivable for cash due to the Company. Todd Harrah and Tom Enyart (the “Sellers”) continued their employment with the Company’s new subsidiary, Tribute Contracting & Consultants, Inc. (“Tribute”). The Sellers each received $1.0 million in Stock pursuant to an exemption under the Securities Act of 1933. Based on the market value calculation in the Agreement, the Sellers each received 67,386 shares of Stock. Tribute earned revenues of $10.2 million and $18.1 million for the three and nine months ended June 30, 2025, respectively. Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805, Business Combinations. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined. The Company is continuing to finalize the purchase price allocations related to the Tribute LLC acquisition. The preliminary purchase price for the Tribute LLC acquisition is allocated in the table below:
ASC 805-10-50-2 requires public companies that present comparative financial statements to present pro forma financial statements as though the business combination that occurred during the current fiscal year had occurred as of the beginning of the comparable prior annual reporting period. As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the interim periods presented due to the lack of availability of meaningful financial statements of the acquired company that comply with U.S. GAAP. |