10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

Form 10-Q

x Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

for the Period Ended September 30, 2017

or

¨ Transition Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

for the Transition Period From _____________to _____________

Commission File Number 033-92894

ALY ENERGY SERVICES, INC.

(Exact name of registrant as specified in its charter)

Delaware	75-2440201
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
3 Riverway, Suite 920 Houston, TX	77056
(Address of Principal Executive Offices)	(Zip Code)

(713) 333-4000

(Registrant’s Telephone Number, including area code.)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Names of Each Exchange on which Registered
Common Stock, $0.001 par value per share	None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At November 14, 2017, the registrant had 13,818,795 shares of common stock, $0.001 par value, outstanding.

Documents Incorporated by Reference: None

ALY ENERGY SERVICES, INC.

(A Delaware Corporation)

INDEX

		Page
Part I - Financial Information
Item 1.	Unaudited Condensed Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 4.	Controls and Procedures	34
Part II - Other Information
Item 6.	Exhibits	37
	Signatures	36

2

PART I – FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

Index	Page
Condensed Consolidated Balance Sheets as of September 30, 2017 and December 31, 2016	4
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and 2016	5
Condensed Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2017	6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and 2016	7
Notes to Condensed Consolidated Financial Statements	8

3

ALY ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
	September 30, 2017			December 31, 2016
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	151		$	681
Restricted cash		30			30
Receivables, net		4,049			1,448
Prepaid expenses and other current assets		82			496
Total current assets		4,312			2,655
Property and equipment, net		27,207			28,226
Intangible assets, net		4,295			4,931
Other assets		6			14
Total assets	$	35,820		$	35,826
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable and accrued expenses	$	2,278		$	2,075
Accrued interest and other - Pelican		23			1,277
Current portion of long-term debt		5			1,593
Current portion of long-term debt - Pelican		-			18,880
Current portion of contingent payment liability		-			810
Total current liabilities		2,306			24,635
Long-term debt, net		-			10
Long-term debt, net - Pelican		6,127			1,315
Other long-term liabilities		516			708
Total liabilities		8,949			26,668
Commitments and contingencies
Aly Operating redeemable preferred stock		-			4,924
Aly Centrifuge redeemable preferred stock		-			10,080
		-			15,004
Stockholders' equity (deficit)
Series A convertible preferred stock of $0.001 par value (liquidation preference of $17,292) Authorized - 20,000; Issued and outstanding - 17,292 as of September 30, 2017 Authorized, issued, and outstanding - none as of December 31, 2016		6,755			-
Preferred stock of $0.001 par value Authorized - 9,980,000; none issued and outstanding as of September 30, 2017 Authorized - 10,000,000; none issued and outstanding as of December 31, 2016		-			-
Common stock of $0.001 par value Authorized - 25,000,000; Issued - 13,819,020; Outstanding - 13,818,795 as of September 30, 2017 Authorized - 25,000,000; Issued - 6,707,039; Outstanding - 6,706,814 as of December 31, 2016		14			7
Additional paid-in-capital		53,754			28,307
Accumulated deficit		(33,650	)		(34,158	)
Treasury stock, 225 shares at cost		(2	)		(2	)
Total stockholders' equity (deficit)		26,871			(5,846	)
Total liabilities and stockholders' equity (deficit)	$	35,820		$	35,826

See accompanying notes to condensed consolidated financial statements.

4

ALY ENERGY SERVICES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2017			2016			2017			2016
	(unaudited)						(unaudited)
Revenue	$	4,143		$	2,071		$	11,179		$	8,848
Expenses:
Operating expenses		2,608			1,537			7,167			6,886
Depreciation and amortization		944			1,328			2,793			4,162
Selling, general and administrative expenses		522			841			2,340			3,527
Reduction in value of assets		18			787			58			1,630
Total expenses		4,092			4,493			12,358			16,205
Income (loss) from continuing operations		51			(2,422	)		(1,179	)		(7,357	)
Other expense (income):
Interest expense, net		2			629			18			1,777
Interest expense - Pelican		69			-			664			-
Gain on extinguishment of debt and other liabilities		-			-			(2,387	)		-
Total other expense (income)		71			629			(1,705	)		1,777
Income (loss) from continuing operations before income taxes		(20	)		(3,051	)		526			(9,134	)
Income tax expense (benefit)		6			(872	)		18			(3,406	)
Net income (loss) from continuing operations		(26	)		(2,179	)		508			(5,728	)
Loss (income) from discontinued operations, net of income taxes		-			(37	)		-			1,345
Net income (loss)		(26	)		(2,142	)		508			(7,073	)
Preferred stock dividends		-			183			63			542
Accretion of preferred stock, net		-			(32	)		-			(94	)
Net income (loss) available to common stockholders	$	(26	)	$	(2,293	)	$	445		$	(7,521	)
Basic earnings per share information:
Net income (loss) from continuing operations available to common stockholders	$	0.00		$	(0.35	)	$	0.03		$	(0.92	)
Income (loss) from discontinued operations, net of income taxes		-			0.01			-			(0.20	)
Net income (loss) available to common stockholders	$	0.00		$	(0.34	)	$	0.03		$	(1.12	)
Weighted-average shares - basic		13,818,795			6,706,814			13,011,207			6,706,814
Diluted earnings per share information:
Net income (loss) from continuing operations available to common stockholders	$	0.00		$	(0.35	)	$	0.01		$	(0.92	)
Income (loss) from discontinued operations, net of income taxes		-			0.01			-			(0.20	)
Net income (loss) available to common stockholders	$	0.00		$	(0.34	)	$	0.01		$	(1.12	)
Weighted-average shares - diluted		13,818,795			6,706,814			70,123,810			6,706,814

See accompanying notes to condensed consolidated financial statements.

5

ALY ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(in thousands, except share amounts)
(unaudited)
	Series A Convertible Preferred Stock				Common Stock
	Shares		Amount		Shares		Amount		Additional Paid-In-Capital			Accumulated Deficit			Treasury Stock			Total
Balance as of January 1, 2017		-	$	-		6,707,039	$	7	$	28,307		$	(34,158	)	$	(2	)	$	(5,846	)
Preferred stock dividends		-		-		-		-		(63	)		-			-			(63	)
Issuance of common shares in exchange for the extinguishment of debt and other liabilities (note 3)		-		-		1,657,494		2		197			-			-			199
Issuance of common shares in exchange for the extinguishment of redeemable preferred stock (note 3)		-		-		5,454,487		5		15,031			-			-			15,036
Issuance of preferred shares in exchange for the extinguishment of debt and other liabilities - Pelican (note 3)		16,092		6,435		-		-		9,657			-			-			16,092
Issuance of preferred shares in exchange for an amendment to credit facility		1,200		320		-		-		-			-			-			320
Issuance of stock options		-		-		-		-		625			-			-			625
Net income		-		-		-		-		-			508			-			508
Balance as of September 30, 2017		17,292	$	6,755		13,819,020	$	14	$	53,754		$	(33,650	)	$	(2	)	$	26,871

See accompanying notes to condensed consolidated financial statements.

6

ALY ENERGY SERVICES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	For the Nine Months Ended September 30,
	2017			2016
	(unaudited)
Cash flows from operating activities:
Net income (loss)	$	508		$	(7,073	)
Less: Loss from discontinued operations, net of income taxes		-			1,345
Net income (loss) from continuing operations		508			(5,728	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		2,793			4,162
Amortization of deferred loan costs		-			250
Reduction in value of assets		58			1,630
Stock-based compensation		625			-
Bad debt expense		56			44
Fair value adjustments to contingent payment liability		-			(198	)
Gain on extinguishment of debt and other liabilities		(2,387	)		-
Debt modification fee		320			-
Deferred taxes		-			(3,426	)
Changes in operating assets and liabilities:
Receivables		(2,657	)		2,809
Prepaid expenses and other assets		391			737
Accounts payable, accrued expenses and other liabilities		287			(209	)
Accrued interest and other - Pelican		193			-
Net cash provided by continuing operations		187			71
Net cash used in discontinued operations		-			(5	)
Net cash provided by operating activities		187			66
Cash flows from investing activities:
Purchases of property and equipment		(1,325	)		(330	)
Proceeds from disposal of property and equipment		15			766
Net cash provided by (used in) continuing operations		(1,310	)		436
Net cash provided by discontinued operations		-			39
Net cash provided by (used in) investing activities		(1,310	)		475
Cash flows from financing activities:
Borrowings on long-term debt - Pelican		600			-
Repayment of long-term debt		(7	)		(628	)
Net cash provided by (used in) continuing operations		593			(628	)
Net cash used in discontinued operations		-			(7	)
Net cash provided by (used in) financing activities		593			(635	)
Net decrease in cash, cash equivalents, and restricted cash		(530	)		(94	)
Cash, cash equivalents, and restricted cash, beginning of period		711			497
Cash, cash equivalents, and restricted cash, end of period	$	181		$	403

See accompanying notes to condensed consolidated financial statements.

7

NOTE 1 — NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Nature of Operations

Aly Energy Services, Inc., together with its subsidiaries (“Aly Energy” or “the Company”), provides oilfield services, including equipment rental and solids control services to exploration and production companies. The Company operates in select oil and natural gas basins of the contiguous United States. Throughout this report, we refer to Aly Energy and subsidiaries as “we”, “our” or “us”. References to financial results and operations of the Company in these notes to the condensed consolidated financial statements are limited to continuing operations unless otherwise specified.

On October 26, 2012, we acquired all of the stock of Austin Chalk Petroleum Services Corp. (“Austin Chalk”). Austin Chalk provides surface rental equipment as well as roustabout services which include the rig-up and rig-down of equipment and the hauling of equipment to and from the customer’s location.

On April 15, 2014, we acquired the equity interests of United Centrifuge, LLC (“United”) as well as certain assets used in United’s business that were owned by related parties of United (collectively the “United Acquisition”). In connection with the United Acquisition, United merged with and into Aly Centrifuge Inc. (“Aly Centrifuge”), a wholly-owned subsidiary of Aly Energy. Aly Centrifuge operates within the solids control and fluids management sectors of the oilfield services and rental equipment industry, offering its customers the option of renting centrifuges and auxiliary solids control equipment without personnel or the option of paying for a full-service solids control package which includes operators on-site 24 hours a day.

Discontinued Operations

In July 2014, we acquired all of the issued and outstanding stock of Evolution Guidance Systems Inc. (“Evolution”), an operator of Measurement-While-Drilling (“MWD”) downhole tools. From July 2014 through October 2016, Evolution provided directional drilling and MWD services to a variety of exploration and production companies. On October 26, 2016, we abandoned these operations as a part of a restructuring transaction. The abandonment of these operations meets the criteria established for recognition as discontinued operations under generally accepted accounting principles in the United States of America (“U.S. GAAP”). Therefore, the financial results of our directional drilling and MWD services are presented as discontinued operations in the Company’s condensed consolidated financial statements. The results of the discontinued operations are included in the line item “Loss from discontinued operations, net of income taxes” on the condensed consolidated statements of operations for all periods presented. Cash flows from discontinued operations appear in the line items “Net cash provided by (used in) discontinued operations” on the condensed consolidated statements of cash flows. By December 31, 2016, the abandonment of these operations and sell-off of the assets was completed with approximately $0.2 million of remaining liabilities assumed by the continuing operations of the Company; accordingly, there was income or loss from discontinued operations during the nine months ending September 30, 2017.

Basis of Presentation

Aly Energy has three wholly-owned subsidiaries, Aly Operating Inc. (“Aly Operating”) of which Austin Chalk is a wholly-owned subsidiary, Aly Centrifuge and Evolution. We operate as one business segment which services customers within the United States.

The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and include the accounts of Aly Energy and each of its subsidiaries in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, the related condensed consolidated statements of operations for each of the three- and nine-month periods ended September 30, 2017 and 2016, stockholders’ equity (deficit) for the nine months ended September 30, 2017, and cash flows for each of the nine-month periods ended September 30, 2017 and 2016. All significant intercompany transactions and account balances have been eliminated upon consolidation.

Interim Financial Information

The condensed consolidated balance sheet as of December 31, 2016 has been derived from our audited financial statements and the unaudited condensed consolidated financial statements of the Company are prepared in conformity with U.S. GAAP for interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these condensed consolidated financial statements should be read along with the annual audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the three and nine months ended September 30, 2017 may not be indicative of results that will be realized for the full year ending December 31, 2017.

8

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the amounts of revenue and expenses recognized during the reporting period. Areas where critical accounting estimates are made by management include:

· Allowance for doubtful accounts,

· Depreciation and amortization of property and equipment and intangible and other assets,

· Impairment of property and equipment, intangible and other assets, and goodwill,

· Litigation settlement accrual,

· Contingent payment liability,

· Share-based compensation, and

· Income taxes.

The Company analyzes its estimates based on historical experience and various other indicative assumptions that it believes to be reasonable under the circumstances. Under different assumptions or conditions, the actual results could differ, possibly materially from those previously estimated. Many of the conditions impacting these assumptions are outside of the Company’s control.

Reclassifications

Certain reclassifications have been made to prior period consolidated financial statements to conform to the current period presentations. These reclassifications had no effect on our consolidated financial position, results of operations or cash flows.

Subsequent Events

We conducted our subsequent events review through the date these condensed consolidated financial statements were filed with the U.S. Securities and Exchange Commission (“SEC”).

NOTE 2 — RECENT DEVELOPMENTS

Operational Restructuring

Our activity is tied directly to the rig count and, even though we instituted significant cost cutting measures beginning in 2015, we were unable to cut costs enough to match the decline in our business. As a result, as of December 31, 2015, we were in default of our credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”).

Throughout 2015, in an effort to mitigate the significant declines in pricing and utilization of our equipment, we committed to a reorganization initiative to strengthen our sales and marketing efforts, consolidate support functions, and operate more efficiently. The reorganization effort included, but was not limited to, training our salesforce to enable the cross-selling of our product lines in certain geographical markets, sharing a common support services infrastructure across all reporting units, reducing headcount and wage rates, and rebranding and launching a new web site to increase awareness of our service lines. We recognized some benefit from these measures in late 2015 resulting in increased gross margins and lower selling, general and administrative expenses when compared to the first half of 2015.

During the year ended December 31, 2016, we entered into a series of forbearance agreements with our lender. Under the forbearance agreements, among other provisions, the lenders agreed to forbear from exercising their remedies under the credit agreement. These forbearance agreements permitted us to operate within the parameters of our normal course of business despite the continuing default under the credit agreement. Without these forbearance agreements, our outstanding debt would have been immediately due and payable. Throughout 2016, we remained in default and we did not have sufficient liquidity to repay all of the outstanding debt to the lender at any point during the year ($20.1 million as of December 31, 2015). As such, we may have been forced to file for protection under Chapter 11 of the U.S. Bankruptcy Code.

9

In early 2016, we were hopeful that a successful operational restructuring would facilitate negotiations to modify the terms of our existing credit facility with Wells Fargo. Our operational restructuring in 2016 consisted of severe cost cuts which were incremental to the year-over-year cost cuts already achieved in 2015 when compared to 2014. In 2016, significant cost savings were primarily generated by:

· reductions of our employee base, both field employees and sales and administrative employees, to a headcount of approximately 50 as of December 31, 2016 from approximately 125 as of December 31, 2015,

· reduction in employer contributions to employee benefits,

· closures of certain operating yards and administrative facilities,

· strategic decision to cease operations in the northeast which resulted in the reduction of costs related to operating in an incremental market,

· modifications to insurance policies, including general liability and workers’ compensation policies, resulting in a $0.5 million or 15.5% reduction in the cost of insurance to $0.6 million for the year ended December 31, 2016 from $1.1 million for the year ended December 31, 2015,

· minimization of repair and maintenance activities, resulting in a $0.4 million or 50.0% reduction of repair and maintenance expenses to $0.4 million for the year ended December 31, 2016 from $0.8 million for the year ended December 31, 2015, and

· elimination of investments in equipment, unless required to service an existing customer, resulting in a reduction of capital expenditures to $0.4 million for the year ended December 31, 2016 from $2.5 million for the year ended December 31, 2015.

We also achieved significant cost savings from the decrease in third party costs, such as sub-rental equipment and trucking, and other variable costs which declined with the decrease in activity.

In order to further support our working capital needs, we identified and sold idle and underutilized assets. During 2016, we realized aggregate proceeds from sales of approximately $0.8 million of which $0.5 million and $0.3 million was used to fund working capital needs and pay down debt, respectively.

Capital Restructuring

Despite our successful operational restructuring efforts, particularly during the first half of 2016, the decline in our activity levels and the declines in customer pricing outpaced the impact of our cost reductions and it became evident that a capital restructuring would also be necessary to continue operations and position our business for an industry turnaround.

In the second quarter of 2016, certain of the Company’s principal stockholders (“Shareholder Group”) began negotiations with Wells Fargo with the objective of consummating a recapitalization transaction (the “Recapitalization”) whereby our obligations under the credit agreement and the outstanding capital leases in favor of Wells Fargo’s equipment finance affiliate and certain other obligations of Aly Energy (collectively the “Aly Senior Obligations”) would be restructured. In August 2016, the Shareholder Group was introduced to a third party, Tiger Finance, LLC (“Tiger”), to provide bridge financing and to extend forbearance until such date as sufficient capital could be raised to complete the Recapitalization.

In September 2016, the Shareholder Group formed Permian Pelican, LLC (“Pelican”) with the objective of raising capital and executing the steps necessary to complete the restructuring, inclusive of successfully effecting the exchange of the Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Effective January 31, 2017, the Recapitalization was completed through the execution and delivery of a Securities Exchange Agreement and a Second Amended and Restated Credit Agreement, and, as a result, the new credit facility, now with Pelican, consisted of a term loan of $5.1 million and a revolving facility of up to $1.0 million as of January 31, 2017. Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (receivables less than 90 days old). See further discussion in “Note 3 – Recapitalization”.

10

Subsequent to the Recapitalization, we entered into several further amendments to capitalize on improved market conditions and increased activity in our business:

· Amendment No. 1, effective March 1, 2017, provided for a delayed draw term loan to be added to the credit facility for the purpose of financing capital expenditures. The agreement permitted us to draw on the delayed draw term loan from time-to-time up until the maturity date of the facility in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

· Amendment No. 2, effective May 23, 2017, increased the maximum revolving credit amount from $1.0 million to $1.8 million and extended the final maturity date of the facility to December 31, 2019. In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican, the lender, as an amendment fee, 1,200 shares of our Series A convertible preferred stock. See further discussion in “Note 7 – Controlling Shareholder and Other Related Party Transactions”.

· Amendment No. 3, effective June 15, 2017, modified maximum potential borrowings under each of the revolving credit facility and the delayed draw term loan without changing the aggregate available borrowings under the credit facility. The amendment reduced the maximum revolving credit amount from $1.8 million to $1.0 million and increased the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

To the extent there is free cash flow as defined in the credit agreement, principal payments of 50% of such free cash flow are due annually. The maturity date of all remaining outstanding balances under the credit facility is December 31, 2019.

The obligations under the credit facility are guaranteed by all of our subsidiaries and secured by substantially all of our assets. The credit agreement contains customary events of default and covenants including restrictions on our ability to incur additional indebtedness, make capital expenditures, pay dividends or make other distributions, grant liens and sell assets. The credit facility does not include any financial covenants. We are in full compliance with the credit facility as of September 30, 2017.

As of September 30, 2017, there were outstanding borrowings of $5.0 million, $0.8 million, and $0.4 million on the term loan, revolving credit facility, and delayed draw term loan, respectively. As of September 30, 2017, we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Severance Expense – Operational Restructuring

During 2016 and 2015, the Company recorded $0.5 million and $0.3 million, respectively, in charges relating to severance due to the significant downturn in the industry. The accrued severance liability balance of $0.7 million as of December 31, 2016 was reduced to $0.5 million as a result of the settlement of certain obligations during the three months ended September 30, 2017. There have been no incremental severance charges during 2017.

NOTE 3 — RECAPITALIZATION

Summary

To complete the transaction, the Company’s directors and principal stockholders formed and organized Pelican. Pursuant to the Recapitalization, Pelican agreed to acquire the Aly Senior Obligations, provided the Company was successful in effecting the exchange of the Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

The Recapitalization consisted of three restructuring events which took place in the period beginning October 26, 2016 and ending on January 31, 2017. The first two restructuring events occurred before January 1, 2017 and any impact is presented in the Company’s historical consolidated financial statements for the year ended December 31, 2016. Below is a description of each event:

The first restructuring event occurred on October 26, 2016 when Tiger acquired the Aly Senior Obligations from Wells Fargo and its equipment affiliate. Simultaneously, Tiger entered into an assignment agreement with Pelican whereby it agreed to sell the Aly Senior Obligations to Pelican on the conditions that (i) Pelican provide $0.5 million of unsecured working capital financing to the Company pending the closing and (ii) the Company transfer to Tiger (in consideration of Tiger’s reduction of the Aly Senior Obligations in the amount of $2.0 million) certain excess equipment and vehicles which the Company was not utilizing and considered unnecessary for its continuing operations.

11

As a result of the above, we transferred property and equipment with an estimated fair value of $2.6 million, inclusive of $0.4 million of assets associated with discontinued operations, to Tiger and recognized a corresponding reduction in the Aly Senior Obligations of $2.0 million and debt modification fee of $0.6 million. Property and equipment transferred had an aggregate net book value of $18.6 million resulting in our recording an impairment charge of $16.0 million, inclusive of a $0.4 million impairment associated with discontinued operations. As part of this transaction and upon satisfaction of such conditions, Tiger extended the forbearance period to December 9, 2016.

The second restructuring event occurred on December 12, 2016 when Pelican acquired the Aly Senior Obligations from Tiger. As the new holder of the Aly Senior Obligations, Pelican further extended the forbearance period for the obligations to January 31, 2017, provided the Company was successful in completing the third and final restructuring event on or before such date.

Effective January 31, 2017, the final restructuring event occurred and the Recapitalization was completed which resulted in the following:

· an exchange of certain of the Company’s outstanding obligations (namely, Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and its contingent payment liability) for approximately 10% of our common stock, or 7,111,981 common shares, on a fully diluted basis;

· an exchange of certain amendments to the Aly Senior Obligations (namely, a $16.1 million principal reduction, removal of restrictive covenants and extended maturity of payment obligations) for shares of our Series A convertible preferred stock which represents approximately 80% of our common stock, or 53,628,842 common shares, on a fully diluted basis (liquidation preference of $16.1 million or $1,000 per share); and

· the formation of a new credit agreement with Pelican (consisting of a $5.1 million term loan and $1.0 million revolving credit facility) with an extended maturity date of December 31, 2018.

The Recapitalization had a significant impact to our capital structure and to our consolidated financial statements and there was a significant dilutive effect to those shareholders who held common stock immediately before the transaction was completed. The Recapitalization has been accounted for in accordance with ASC 470, including (i) the exchange of debt and equity securities accounted for as a troubled debt restructuring and (ii) the issuance of preferred shares in exchange for the extinguishment of debt and other liabilities and for the issuance of a new credit facility.

Troubled Debt Restructuring

Except for the Pelican exchange, each exchange was accounted for as a troubled debt restructuring (“TDR”) since an equity interest in the Company was issued to fully satisfy each debt. A gain on TDR is recognized for the excess of the carrying amount of the debt over the fair value of each equity interest granted. The impact of the Recapitalization includes a “gain on the extinguishment of debt and other liabilities” from the debtors of Aly Centrifuge subordinated debt and the contingent payment liability and a “gain on the extinguishment of redeemable preferred stock” from the holders of Aly Operating redeemable preferred stock and Aly Centrifuge redeemable preferred stock. The share price of common stock as of January 31, 2017 of $0.12 per share was used as the basis of fair value for each equity interested granted.

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The impact of the TDR is as follows:

Extinguishment of Debt and Other Liabilities. The exchange of subordinated debt and contingent payment liability for common stock resulted in a gain of $2.4 million, or $0.36 per share, on the condensed consolidated statement of operations and was recorded as an “Issuance of common stock in exchange for the extinguishment of debt and other liabilities” on the condensed consolidated statement of changes in stockholders’ equity (deficit). The table below summarizes stock issued and the resulting gain for each extinguishment:

Gain on the Extinguishment of Debt and Other Liabilities
Debt and Other Obligations Extinguished	Common Stock Issued		Gain Included in Other Expense (Income)
Subordinated Debt and accrued interest of $1.5 million and $0.3 million, respectively		1,200,000	$1.6 million
Contingent payment liability of $0.8 million		457,494	$0.8 million

Extinguishment of Redeemable Preferred Stock. Represents the exchange of Aly Operating redeemable preferred stock and Aly Centrifuge redeemable preferred stock for common stock resulting in a gain of $14.4 million, or $2.14 per share, and recorded as an “Issuance of common stock in exchange for the extinguishment of redeemable preferred stock” on the condensed consolidated statement of changes in stockholders’ equity (deficit). The table below summarizes stock issued and the resulting gain for each extinguishment:

Gain on the Extinguishment of Redeemable Preferred Stock
Redeemable Preferred Stock and Other Obligations	Common Stock Issued		Gain Included in Additional Paid-in-Capital
Aly Centifuge preferred and accrued dividends of $8.9 million and $1.2 million, respectively		3,039,517	$9.8 million
Aly Operating preferred and accrued dividends of $4.0 million and $0.9 million, respectively		2,414,971	$4.6 million

On January 31, 2017, we issued 7,111,981 shares of our common stock to the former holders of Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt, and liability for contingent payment in exchange for the above mentioned extinguishments in connection with our TDR.

Credit Facility Restructuring

Given the nature of the related party relationship between the Company and Pelican, the extinguishment of our Aly Senior Obligations was accounted for as a capital transaction whereby we issued Series A convertible preferred stock in exchange for the extinguishment of our Aly Senior Obligations and the issuance of a new credit facility which resulted in a gain on the extinguishment of debt and other liabilities calculated as the amount above the estimated fair value of the equity interest granted. The share price of common stock as of January 31, 2017 of $0.12 per share was used as the basis of fair value for the equity interested granted.

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The impact of the exchange and extinguishment of our Aly Senior Obligations is as follows:

Old Credit Facility. The partial extinguishment and exchange of our Aly Senior Obligations ($16.1 million principal reduction) for shares of our Series A convertible preferred stock resulted in a gain of $9.7 million which is recorded as an “Issuance of preferred shares in exchange for the extinguishment of debt and other liabilities - Pelican” on the condensed consolidated statement of changes in stockholders’ equity (deficit). The components of the Aly Senior Obligations are as follows (in thousands):

Aly Senior Obligations as of January 31, 2017
Debt and Other Obligations Extinguished	Amount
Credit facility	$	17,772
Accrued fees and interest on credit facility		1,414
Capital lease obligations		1,930
Accrued interest on capital lease obligations		26
Line of Credit - Pelican		500
Total	$	21,642

New Credit Facility. Our new credit agreement with Pelican consists of a $5.1 million term loan and $1.0 million revolving credit facility ($5.1 million and $0.5 million outstanding as of January 31, 2017) completing the full extinguishment of our old credit facility.

On January 31, 2017, we issued 16,092 shares of our Series A convertible preferred stock to Pelican in exchange for the above mentioned $16.1 million reduction of the Aly Senior Obligations.

Professional Fees - Recapitalization

During 2016, we recorded $0.2 million of expenses for professionals engaged by our former lender, Wells Fargo, whom the Company was required to pay under the terms of our credit facility. On December 12, 2016, these fees were assumed by Pelican and, on January 31, 2017, included within the Aly Senior Obligations refinanced in connection with the Recapitalization. These fees are included in “Accrued interest and other – Pelican” on our consolidated balance sheet as of December 31, 2016.

NOTE 4 — LONG-LIVED ASSETS

Property and Equipment

Major classifications of property and equipment are as follows (in thousands):

	September 30, 2017			December 31, 2016
	(unaudited)
Machinery and equipment	$	32,691		$	31,541
Vehicles, trucks and trailers		4,275			4,523
Office furniture, fixtures and equipment		547			544
Leasehold improvements		95			203
Buildings		212			212
		37,820			37,023
Less: Accumulated depreciation and amortization		(10,666	)		(8,807	)
		27,154			28,216
Assets not yet placed in service		53			10
Property and equipment, net	$	27,207		$	28,226

Depreciation and amortization expense related to property and equipment for the three months ended September 30, 2017 and 2016 was $0.7 million and $1.0 million, respectively. Depreciation and amortization expense related to property and equipment for the nine months ended September 30, 2017 and 2016 was $2.2 million and $3.1 million, respectively.

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Repurchase of Assets - Recapitalization

In 2016, and as a part of the Recapitalization, we sold certain excess equipment and vehicles. In June 2017, we repurchased $0.3 million of certain equipment to be deployed and utilized for operations. Upon repurchase, the cost basis for these assets was recorded at the fair value for which they were sold in the transaction and, accordingly, there was no step-up in basis.

Intangible Assets

Intangible assets consist of the following (in thousands):

	Customer Relationships			Tradename			Non-Compete			Total
As of September 30, 2017 (unaudited):
Cost	$	5,323		$	2,174		$	492		$	7,989
Less: Accumulated amortization		(2,299	)		(912	)		(483	)		(3,694	)
Net book value	$	3,024		$	1,262		$	9		$	4,295
As of December 31, 2016:
Cost	$	5,323		$	2,174		$	492		$	7,989
Less: Accumulated amortization		(1,900	)		(749	)		(409	)		(3,058	)
Net book value	$	3,423		$	1,425		$	83		$	4,931

Total amortization expense for the three months ended September 30, 2017 and 2016 was approximately $0.2 million and $0.3 million, respectively. Total amortization expense for the nine months ended September 30, 2017 and 2016 was approximately $0.6 million and $1.1 million, respectively.

NOTE 5 — LONG-TERM DEBT – PELICAN

Line of Credit – Pelican

On October 26, 2016, we entered into an agreement with Tiger and Pelican, in conjunction with the Recapitalization transaction, requiring Pelican to provide a working capital line of credit of $0.5 million. As of December 31, 2016, there was $0.5 million outstanding under the line and no further availability to borrow under the line.

Borrowings under the line accrued interest at a rate of 5% per annum. The line was unsecured and had a maturity date of January 31, 2017.

On January 31, 2017, in conjunction with the Recapitalization transaction, the line matured, and the balance was aggregated with the Aly Senior Obligations in the new credit facility with Pelican.

Credit Facility - Pelican: Term Loan, Delayed Draw Term Loan, and Revolving Credit Facility

Effective October 26, 2016, our credit facility with Wells Fargo was included in the Aly Senior Obligations which were acquired by Tiger, then subsequently acquired on December 12, 2016 by Pelican. During this time, interest and ticking fees continued to accrue and there were no modifications to the components of the credit facility as a result of these transactions; however, a Fourth Limited Forbearance Agreement was executed with Pelican. The agreement extended the forbearance period to January 31, 2017, conditioned upon the Company using its best efforts to consummate a recapitalization plan, satisfactory to Pelican, that would, at a minimum, result in the conversion of Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, subordinated note payable, and contingent payment liability into common stock prior to January 31, 2017.

Effective January 31, 2017, the Recapitalization was completed, and the credit facility was amended in its entirety. The amended facility consisted of a term loan of $5.1 million and a revolving credit facility of up to $1.0 million (“Pelican Credit Facility”, as amended).

Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (less than 90 days old). Borrowings under the Pelican Credit Facility are subject to monthly interest payments at an annual base rate of the six-month LIBOR rate on the last day of the calendar month plus a margin of 3.0%. To the extent there is free cash flow, as defined in the credit agreement, principal payments of 50% of such free cash flow are due annually.

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Subsequent to the Recapitalization, we entered into several further amendments to capitalize on improved market conditions and increased activity in our business:

· Amendment No. 1, effective March 1, 2017, provided for a delayed draw term loan to be added to the Pelican Credit Facility for the purpose of financing capital expenditures. The amendment permitted us to draw on an added delayed draw term loan from time-to-time up until December 31, 2018 in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

· Amendment No. 2, effective May 23, 2017, increased the maximum revolving credit amount from $1.0 million to $1.8 million and extended the final maturity date of the facility to December 31, 2019. In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican an amendment fee of 1,200 shares of our Series A convertible preferred stock. See further discussion in “Note 7 – Controlling Shareholder and Other Related Party Transactions”.

· Amendment No. 3, effective June 15, 2017, modified maximum potential borrowings under each of the revolving credit facility and the delayed draw term loan without changing the aggregate available borrowings under the credit facility. The amendment reduced the maximum revolving credit amount from $1.8 million to $1.0 million and increased the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

The obligations under the Pelican Credit Facility are guaranteed by all of our subsidiaries and secured by substantially all of our assets. The Pelican Credit Facility contains customary events of default and covenants including restrictions on our ability to incur additional indebtedness, pay dividends or make other distributions, grant liens and sell assets. The Pelican Credit Facility does not include any financial covenants. We are in full compliance with the credit facility as of September 30, 2017.

Under the Pelican Credit Facility, as of September 30, 2017, we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Equipment Financing and Capital Leases - Pelican

Effective December 12, 2016, Pelican acquired the Aly Senior Obligations which included $1.9 million of outstanding equipment financing and capital leases plus associated accrued interest.

On January 31, 2017, in connection with the Recapitalization, the Aly Senior Obligations, including the equipment financing and capital leases, were refinanced under the Pelican Credit Facility, see “Note 3 – Recapitalization”. Future borrowings required for equipment financing are likely to be funded through the delayed term loan included in the Pelican Credit Facility.

Long-term debt – Pelican consists of the following (in thousands):

	September 30, 2017				December 31, 2016
	Current		Long-Term		Current		Long-Term
	(unaudited)
Credit facility
Term loan	$	-	$	5,027	$	13,339	$	-
Revolving credit facility		-		750		-		-
Delayed draw term loan		-		350		4,433		-
Line of credit - Pelican		-		-		494		-
Equipment financing and capital leases		-		-		614		1,315
Total	$	-	$	6,127	$	18,880	$	1,315

Based on the beneficial impact of the Recapitalization on January 31, 2017, coupled with the Company’s current forecasts, cash-on-hand, cash flow from operations and borrowing capacity under the Pelican Credit Facility, the Company expects to have sufficient liquidity and capital resources to meet its obligations for at least the next twelve months; however, our forecasts are based on many factors outside the Company’s control. See further details at “Note 2 – Recent Developments” and “Note 3 – Recapitalization”.

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NOTE 6 — REDEEMABLE PREFERRED STOCK

Two of our subsidiaries had redeemable preferred stock outstanding as of December 31, 2016. Aly Operating issued redeemable preferred stock in connection with the acquisition of Austin Chalk (“Aly Operating Redeemable Preferred Stock”) and Aly Centrifuge issued redeemable preferred stock in connection with the United Acquisition (“Aly Centrifuge Redeemable Preferred Stock”).

On January 31, 2017, in connection with the Recapitalization, the Aly Operating Redeemable Preferred Stock, the Aly Centrifuge Redeemable Preferred Stock and all accrued dividends on such stock were converted into 5,454,487 shares of common stock.

Aly Operating Redeemable Preferred Stock

As part of the acquisition of Austin Chalk, Aly Operating agreed to issue up to 4 million shares of Aly Operating Redeemable Preferred Stock, with a par value of $0.01, to the seller, with a fair value and liquidation value of $3.8 million and $4.0 million, respectively. The preferred stock was valued as of the date of acquisition by discounting the sum of (i) the liquidation value at issuance and (ii) the future cumulative accrued dividends as of the date of optional redemption for a lack of marketability.

The Aly Operating Redeemable Preferred Stock was entitled to a cumulative paid-in-kind dividend of 5% per year on its liquidation preference, compounded quarterly. Aly Operating was not required to pay cash dividends.

The following table describes the changes in Aly Operating Redeemable Preferred Stock (in thousands, except for shares) for the nine months ended September 30, 2017:

	Carrying Value of Aly Operating Redeemable Preferred Stock			Number of Outstanding Aly Operating Redeemable Preferred Shares			Liquidation Value of Aly Operating Redeemable Preferred Stock
	(unaudited)
January 1, 2017	$	4,924			4,000,000		$	4,924
Accrued dividends		21			-			21
Exchange for common stock in connection with Recapitalization		(4,945	)		(4,000,000	)		(4,945	)
September 30, 2017	$	-			-		$	-

The Aly Operating Redeemable Preferred Stock was classified outside of permanent equity in our condensed consolidated balance sheet because the settlement provisions provided the holder the option to require Aly Operating to redeem the Aly Operating Redeemable Preferred Stock at the liquidation price plus any accrued dividends upon a liquidity event, as defined in the agreement, or upon an initial public offering, as defined in the agreement.

On January 31, 2017, the Aly Operating Redeemable Preferred Stock and all accrued dividends were converted into 2,414,971 shares of common stock in connection with the Recapitalization. This conversion was accounted for as a trouble debt restructuring, see further details in “Note 3 – Recapitalization”.

Aly Centrifuge Redeemable Preferred Stock

On April 15, 2014, as part of the United Acquisition, Aly Centrifuge issued 5,000 shares of Aly Centrifuge Redeemable Preferred Stock, with a par value of $0.01, to the sellers in the transaction, with a fair value and liquidation value of $5.1 million and $5.0 million, respectively. The preferred stock was valued as of the date of acquisition by discounting the sum of (i) the value of the preferred stock without a conversion option using the option pricing method and (ii) the value of the conversion option using the Black-Scholes option pricing model for a lack of marketability. In 2015, Aly Centrifuge asserted an indemnification claim of 124 shares against shares that were subject to an eighteen-month holdback for general indemnification purposes pursuant to the purchase agreement.

On August 15, 2014, in connection with a bulk equipment purchase, Aly Centrifuge issued an additional 4,000 shares of Aly Centrifuge Redeemable Preferred Stock, with a par value of $0.01, to the sellers in the transaction, with a fair value and liquidation value of $4.3 million and $4.0 million, respectively. The preferred stock was valued as of the date of the equipment purchase by discounting the sum of (i) the value of the preferred stock without a conversion option using the option pricing method and (ii) the value of the conversion option using the Black-Scholes option pricing model for a lack of marketability.

The Aly Centrifuge Redeemable Preferred Stock was entitled to a cumulative paid-in-kind dividend of 5% per year on its liquidation preference, compounded quarterly. Aly Centrifuge was not required to pay cash dividends.

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The following table describes the changes in the Aly Centrifuge Redeemable Preferred Stock (in thousands, except for shares) for the nine months ended September 30, 2017:

	Carrying Value of Aly Centrifuge Redeemable Preferred Stock			Number of Outstanding Aly Centrifuge Redeemable Preferred Shares			Liquidation Value of Aly Centrifuge Redeemable Preferred Stock
	(unaudited)
January 1, 2017	$	10,080			8,876		$	10,080
Accrued dividends		42			-			42
Exchange for common stock in connection with Recapitalization		(10,122	)		(8,876	)		(10,122	)
September 30, 2017	$	-			-		$	-

The Aly Centrifuge Redeemable Preferred Stock was classified outside of permanent equity in our condensed consolidated balance sheet because the settlement provisions provided the holder the option to require Aly Centrifuge to redeem the Aly Centrifuge Redeemable Preferred Stock at the liquidation price plus any accrued dividends.

Aly Centrifuge Redeemable Preferred Stock also included a conversion feature; specifically, the right to exchange into shares of our common stock on any date, from time-to-time, at the option of the holder, into the number of shares equal to the quotient of (i) the sum of (A) the liquidation preference plus (B) an amount per share equal to accrued but unpaid dividends not previously added to the liquidation preference on such share of preferred stock, divided by (ii) 1,000, and (iii) multiplied by the exchange rate in effect at such time (“Conversion Feature”). The exchange rate in effect as of December 31, 2016 was 71.4285 or $14.00 per share of our common stock.

On January 31, 2017, the Aly Centrifuge Redeemable Preferred Stock and all accrued dividends were converted into 3,039,516 shares of common stock in connection with the Recapitalization; however, the shares were not converted according to the terms of the Conversion Feature but instead the conversion rate was negotiated independently as a part of the Recapitalization. This conversion was accounted for as a trouble debt restructuring, see further details in “Note 3 – Recapitalization”.

NOTE 7 — CONTROLLING SHAREHOLDER AND RELATED PARTY TRANSACTIONS

From time-to-time, the Company engages in business transactions with its controlling shareholder, Pelican, and other related parties.

Controlling Shareholder – Pelican

On December 12, 2016, Pelican purchased our Aly Senior Obligations from Tiger for $5.1 million as a part of the Recapitalization. Effective January 31, 2017, the Recapitalization was completed and resulted in the following:

· Pelican’s contribution of approximately $16.1 million of the Aly Senior Obligations into shares of Series A convertible preferred stock that represents approximately 80% of our common stock, or 53,628,842 common shares, on a fully diluted basis. The preferred shares carry a liquidation preference of $1,000 per share or $16.1 million upon issuance.

· Amendment of the Company’s credit agreement acquired by Pelican into a new credit agreement (consisting of a $5.1 million term loan and $1.0 million revolving credit arrangement) with an extended maturity date of December 31, 2018.

On January 31, 2017 upon completion of the Recapitalization, Pelican had the power to vote the substantial majority of the Company’s outstanding common stock. Currently six of our board members and all four of our executive officers hold an ownership interest in Pelican.

On May 23, 2017 and in consideration of the increase in the revolving credit facility and the extension of the maturity date of December 31, 2019, the Company agreed to issue Pelican an amendment fee of 1,200 shares of our Series A convertible preferred stock. Given the nature of the related party relationship between the Company and Pelican, the debt modification fee was accounted for as a capital transaction whereby we issued Series A convertible preferred stock in exchange for the modification of our Pelican Credit Facility which resulted in a debt modification fee equal to the estimated fair value of the equity interest granted. The share price of common stock as of May 23, 2017 of $0.08 per share was used as the basis of fair value for the equity interested granted. The debt modification fee is included in “Interest expense – Pelican” on the condensed consolidated statement of operations recorded as an “Issuance of preferred shares in exchange for the amendment to credit facility - Pelican” on the condensed consolidated statement of changes in stockholders’ equity (deficit).

See further details at “Note 2 – Recent Developments” and “Note 3 – Recapitalization”.

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Other Related Party Transactions

One of our directors, Tim Pirie, appointed March 3, 2015, was one of the sellers of United to us in April 2014. Part of the acquisition price was payable in contingent consideration of which $0.9 million was paid in 2015. Of that amount, approximately $0.1 million was allocable to Mr. Pirie. We did not make any contingent payments during 2016. As of December 31, 2016, we estimated the fair value of future payments to be $0.8 million. On January 31, 2017, in connection with the Recapitalization, the aggregate contingent payment liability was converted into 457,494 shares of the Company’s common stock, of which Mr. Pirie controls all of the voting rights to 326,834 shares. See further discussion in “Note 2 – Recent Developments” and “Note 3 – Recapitalization”.

As part of the acquisition price of United, the sellers also received Aly Centrifuge Redeemable Preferred Stock. On January 31, 2017, the outstanding Aly Centrifuge Redeemable Preferred Stock and accrued dividends were converted into 3,039,516 shares of the Company’s common stock of which Mr. Pirie controls all of the voting rights to 593,815 shares. See further discussion in “Note 2 – Recent Developments”, “Note 3 – Recapitalization” and “Note 6 – Redeemable Preferred Stock (Aly Centrifuge Redeemable Preferred Stock)”.

NOTE 8 — EARNINGS PER SHARE

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that could have been outstanding assuming the exercise of outstanding stock options and restricted stock or other convertible instruments, as appropriate.

For the three months ended September 30, 2017 and 2016 and for the nine months ended September 30, 2016, the effect of incremental shares is antidilutive so the diluted earnings per share will be the same as the basic earnings per share. The calculations of basic and diluted earnings per share for the nine months ended September 30, 2017 is shown below (in thousands, except for shares):

	For the Nine Months Ended September 30,				For the Nine Months Ended September 30,
	2017				2017
	(unaudited)				(unaudited)
Numerator:				Denominator: (1)
Net income from continuing operations	$	508		Weighted average shares used in basic earnings per share		13,011,207
Less: Aly Operating Redeemable Preferred Stock dividends		(21	)	Effect of dilutive shares:
Numerator for diluted earnings per share - continuing operations		487		Aly Centrifuge Redeemable Preferred Stock (2)		71,993
Less: Loss from discontinued operations, net of income taxes		-		Series A Convertible Preferred Stock		49,443,487
Numerator for diluted earnings per share		487		Stock options		7,597,123
				Weighted average shares used in diluted earnings per share		70,123,810
Numerator for diluted earnings per share - continuing operations		487
Less: Aly Centrifuge Redeemable Preferred Stock dividends		(42	)	Basic earnings per share - continuing operations	$	0.03
Numerator for basic earnings per share - continuing operations		445		Basic earnings per share - discontinued operations	$	-
Less: Loss from discontinued operations, net of income taxes		-		Diluted earnings per share - continuing operations	$	0.01
Numerator for basic earnings per share	$	445		Diluted earnings per share - discontinued operations	$	-

__________

⁽¹⁾ The exchange of Aly Operating Redeemable Preferred Stock into common shares is not considered within the calculation of the numerator or denominator of diluted earnings per share because, during the month ended January 31, 2017, the Aly Operating Redeemable Preferred Stock was not exchangeable into common shares. In connection with the Recapitalization, the Aly Operating Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017. Unvested stock options are not considered within the calculation of the denominator of diluted earnings per share because the vest upon the occurrence of certain events which may or may not occur.

⁽²⁾ During the month ended January 31, 2017, the Aly Centrifuge Redeemable Preferred Stock was convertible into 634,000 shares. In connection with the Recapitalization, the Aly Centrifuge Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017. See further discussion in “Note 3 – Recapitalization” and “Note 6 – Redeemable Preferred Stock (Aly Centrifuge Redeemable Preferred Stock)”.

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Securities excluded from the computation of basic and diluted earnings per share are shown below:

	For the Nine Months Ended
	September 30, 2017
	(unaudited)
Unvested stock options (1)		235,094
Aly Operating Redeemable Preferred Stock (2)		-

________

⁽¹⁾ The stock options vest upon the occurrence of certain events as defined in the Omnibus Incentive Plan. As of September 30, 2017, the stock options were unvested.

⁽²⁾ Prior to January 31, 2017, the Aly Operating Redeemable Preferred Stock was exchangeable only upon the occurrence of certain events, as defined in the Aly Operating Redeemable Preferred Stock Agreement. Upon occurrence of such events, the Aly Operating Redeemable Preferred Stock could have been, at the holder’s option, converted into common shares. The conversion ratio, determined by a calculation defined in the agreement of which the components included trailing twelve-month financial performance and magnitude of investment in new equipment, remained undeterminable until an event would cause the Aly Operating Redeemable Preferred Stock to become exchangeable. In connection with the Recapitalization, the Aly Operating Redeemable Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017.

NOTE 9 — STOCK-BASED COMPENSATION

Stock Options

Effective April 4, 2017, the 2017 Stock Option Plan (the “2017 Plan”) was approved by the board of directors. On May 30, we granted approximately 16.9 million common shares under the 2017 Plan which was the maximum amount authorized. The option contract term is 10 years and the exercise price is $0.10. The options vested and became exercisable immediately upon grant. The fair value of the award was estimated using a Black-Scholes fair value model. The valuation of stock options requires us to estimate the expected term of award, which was estimated using the simplified method, as the Company does not have sufficient historical exercise information. Additionally, the valuation of stock option awards is also dependent on historical stock price volatility. In view of our being listed on the Over-the-Counter Bulletin Board, volatility was calculated based on historical stock price volatility of the Company’s peer group. As a result, we recorded share-based compensation of $0.6 million for the full value of the grant as a component of selling, general and administrative expenses during the nine months ended September 30, 2017.

NOTE 10 — SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flows and non-cash investing and financing activities are as follows (in thousands):

	For the Nine Months Ended September 30,
	2017		2016
	(unaudited)
Supplemental disclosure of cash flow information:
Cash paid for interest	$	156	$	835
Cash paid for interest - discontinued operations		-		1
Cash paid for income taxes, net		50		5
Non-cash investing and financing activities:
Accretion of preferred stock liquidation preference, net	$	-	$	94
Paid-in-kind dividends on preferred stock		63		542
Returned equipment to lessor in exchange for release from capital lease obligation		91		-
Principal payments financed through disposition of assets		23		-
Extinguishment of redeemable preferred stock in exchange for common stock in connection with Recapitalization		15,036		-
Extinguishment of debt and other liabilities - Pelican in exchange for Series A convertible preferred stock		16,092		-

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NOTE 11 — NEW ACCOUNTING STANDARDS

Accounting Standards Recently Adopted

In January 2017, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments eliminate Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments should be applied on a prospective basis. The new standard is effective for the Company on January 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted the accounting guidance as of January 1, 2017. The newly adopted accounting principle is preferable because it reduces the cost and complexity of evaluating goodwill for impairment. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update). Among other things, this ASU incorporates into the FASB ASC Topic 250, SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on the financial statements of recently issued accounting standards when adopted, and specifically for ASU 2014-09, ASU 2016-02, and ASU 2016-03. If a registrant does not know or cannot reasonably estimate the impact of adoption of the above standards, the SEC staff expects the registrant to make a statement to that effect. Consistent with SAB Topic 11.M, the SEC staff also expects the registrant to provide qualitative disclosures to help users assess the significance the adoption will have on the financial statements. Other than our continued assessment of ASU 2014-09 through the date of adoption, the adoption of ASU 2017-03 did not have an impact on our financial statements.

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230), Restricted Cash. This standard provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. The amendments of this ASU should be applied using a retrospective transition method and are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. Other than the revised statement of cash flows presentation of restricted cash, the adoption of ASU 2016-18 did not have an impact on our consolidated financial statements.

In March 2016, the FASB Issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company will adopt the accounting guidance as of January 1, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, which eliminates the existing requirement for organizations to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet and now requires that all deferred tax assets and liabilities be classified as noncurrent. The ASU is effective for annual periods beginning after December 15, 2016, with early application permitted. We elected to early adopt the provisions of this ASU and classified our deferred tax balances as a non-current liability as of December 31, 2016 and 2015. The adoption has no effect on net income or cash flows.

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in the ASU require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments are effective for annual reporting periods beginning after December 15, 2015. The adoption of ASU 2015-16 did not have an impact on our financial condition or results of operations.

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In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which adds comments from the Securities and Exchange Commission (SEC) addressing ASU 2015-03, as discussed above, and debt issuance costs related to line-of-credit arrangements. The SEC commented it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-15 in connection with our adoption of ASU 2015-03 effective January 1, 2016. The adoption of ASU 2015-15 did not have an impact on our financial condition or results of operations.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in the ASU change the balance sheet presentation requirements for debt issuance costs by requiring them to be presented as a direct reduction to the carrying amount of the related debt liability. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. Transitioning to the new guidance requires retrospective application. We implemented the required change to the presentation of our debt issuance costs in the first quarter of fiscal year 2016, as expected such change did not have a material impact to our consolidated financial statements.

In November 2014, the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, which clarifies how to evaluate the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the ASU requires that an entity consider all relevant terms and features in evaluating the nature of the host contract and clarifies that the nature of the host contract depends upon the economic characteristics and the risks of the entire hybrid financial instrument. An entity should assess the substance of the relevant terms and features, including the relative strength of the debt-like or equity-like terms and features given the facts and circumstances, when considering how to weight those terms and features. The adoption of ASU 2014-16 did not have an impact on our financial condition or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to evaluate whether there is substantial doubt about the company’s ability to continue as a going concern and provides guidance on the related footnote disclosure. Management should evaluate whether there are conditions or events that raise substantial doubt about the company’s ability to continue as a going concern within one year after the date the annual or interim financial statements are issued. We adopted these provisions in the first quarter of 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about our ability to continue as a going concern, as expected such change did not have a material impact to our consolidated financial statements.

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The adoption of ASU 2014-12 did not have an impact on our financial condition or results of operations.

Accounting Standards Not Yet Adopted

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The guidance in this ASU applies to all entities that change the terms or conditions of a share-based payment award. The amendments provide clarity and reduce diversity in practice as well as cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to the modification of the terms and conditions of a share-based payment award. The amendments in ASU 2017-09 include guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The new standard is effective for the Company beginning on January 1, 2018 and should be applied prospectively to awards modified on or after the adoption date. The Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. The new standard is effective for the Company beginning on January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

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In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements, which makes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to ASC Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the ASC Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years. Early application is permitted for any fiscal year or interim period for which the entity’s financial statements have not yet been issued. We are currently evaluating the impact this ASU will have on the financial position or financial statement disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The guidance in this ASU requires entities to recognize at the transaction date the income tax consequences of intercompany asset transfers other than inventory. The new standard is effective for the Company beginning on January 1, 2018. The Company is evaluating the effect that ASU 2016-16 will have on its condensed consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force) (ASU 2016-15)”, that clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the effect of ASU 2016-15 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will replace the existing lease guidance. The standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Additional disclosure requirements include qualitative disclosures along with specific quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented. We are currently evaluating the standard to determine the impact of its adoption on the consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace most existing revenue recognition guidance in GAAP and align GAAP more closely with International Financial Reporting Standards (IFRS). The objective of this ASU is to establish the principles to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue from contracts with customers. The core principle is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Entities must apply a five-step process to (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also mandates disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The disclosure requirements include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 must be adopted using either a full retrospective method or a modified retrospective method. The new standard is effective for the Company beginning on January 1, 2018.

The Company is in the process of determining the impacts the new standard will have on its various revenue streams. The Company’s approach includes performing a detailed review of key contracts representative of the different businesses and comparing historical accounting policies and practices to the new accounting guidance. The Company does not incur significant contract costs. The Company’s services and rental contracts are primarily short-term in nature, and therefore, based on the initial assessment, the Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements, other than the additional disclosure requirements. Remaining implementation matters include establishing new policies, procedures, controls, and quantifying any adoption date adjustments. The Company will adopt this standard on January 1, 2018 utilizing the modified retrospective method and elect to apply the revenue standard only to contracts that are not completed as of the date of initial application.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations is intended to assist you in understanding our business and results of operations together with our present financial condition. Unless otherwise noted, all discussion and analysis relate to continuing operations. This section should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in “Item 1. Condensed Consolidated Financial Statements” in this Form 10-Q.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 10-Q (this “Report”) contains certain statements and information that may constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “plan,” “estimate,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “potential,” “would,” “may,” “probable,” “likely,” and similar expressions that convey the uncertainty of future events or outcomes, and the negative thereof, are intended to identify forward-looking statements. Forward-looking statements, which are not generally historical in nature, include those that express a belief, expectation or intention regarding our future activities, plans and goals and our current expectations with respect to, among other things:

· projected operating or financial results, including any accretion/dilution to earnings and cash flow;

· any plans to obtain financing to fund future operations;

· prospects for services and expected activity in potential and existing areas of operations;

· the effects of competition in areas of operations;

· the outlook of oil and gas prices;

· the current economic conditions and expected trends in the industry we serve;

· the amount, nature and timing of capital expenditures and availability of capital resources;

· future financial condition or results of operations and future revenue and expenses; and

· business strategy and other plans and objectives for future operations.

Forward-looking statements are not assurances of future performance and actual results could differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on management’s current expectations and beliefs, forecasts for our existing operations, experience, expectations and perception of historical trends, current conditions, anticipated future developments and their effect on us, and other factors believed to be appropriate. Although management believes the expectations and assumptions reflected in these forward-looking statements are reasonable as and when made, no assurance can be given that these assumptions are accurate or that any of these expectations will be achieved (in full or at all). Our forward-looking statements involve significant risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond our control. Known material factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:

· conditions in the oil and natural gas industry, especially oil and natural gas prices and capital expenditures by oil and natural gas companies;

· volatility in oil and natural gas prices;

· fluctuations in the domestic land-based rig count;

· changes in laws and regulations;

· our ability to implement price increases or maintain pricing on our core services;

· risks that we may not be able to reduce, and we may experience increases in, the costs of labor, fuel, equipment and supplies employed in our businesses;

· industry capacity;

· asset impairments or other charges;

· the periodic low demand for our services and resulting operating losses and negative cash flows;

· our highly competitive industry as well as operating risks, which are primarily self-insured, and the possibility that our insurance may not be adequate to cover all of our losses or liabilities;

· significant costs and potential liabilities resulting from compliance with applicable laws, including those resulting from environmental, health and safety laws and regulations;

· our historically high employee turnover rate and our ability to replace or add workers, including executive officers and skilled workers;

· our ability to incur debt or long-term lease obligations;

· our ability to implement technological developments and enhancements;

· severe weather impacts on our business;

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· our ability to successfully identify, make and integrate future acquisitions and our ability to finance such acquisitions;

· our ability to finance future growth of our operations through investments in new equipment and service offerings;

· our ability to achieve the benefits expected from disposition transactions;

· the loss of one or more of our larger customers;

· our ability to generate sufficient cash flow to meet future debt service obligations;

· our inability to achieve our financial, capital expenditure and operational projections, including quarterly and annual projections of revenue and/or operating income, and our inaccurate assessment of future activity levels, customer demand, and pricing stability which may not materialize (whether for Aly Energy Services, Inc. as a whole or for geographic regions and/or certain business operations individually);

· business opportunities (or lack thereof) that may be presented to our company and may be pursued;

· our ability to respond to changing or declining market conditions, including our ability to reduce the costs of labor, fuel, equipment and supplies employed and used in our businesses;

· our ability to maintain sufficient liquidity;

· adverse impact of litigation; and

· other factors affecting our business described in “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2016 and in the other reports we file with the Securities and Exchange Commission.

Should one or more of the factors, risks or uncertainties described above materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this Report.

History of Our Business

On July 17, 2012, Munawar “Micki” Hidayatallah founded Aly Energy with the strategic objective of creating an oilfield services company that serves exploration and production companies from well planning to plug and abandonment. We have grown our business both through organic growth resulting from investment in existing operations and through the strategic acquisition of certain businesses operating in our industry.

To date, we have acquired three businesses:

· Austin Chalk Petroleum Services Corp. (“Austin Chalk”) - In October 2012, we acquired Austin Chalk a provider of high performance, explosion-resistant rental equipment used primarily in land-based horizontal drilling. Austin Chalk currently offers a robust inventory of surface rental equipment as well as roustabout services, including the rig-up and rig-down of equipment and the hauling of equipment to and from the customer’s location;

· United Centrifuge LLC and the leased fixed assets associated with that business (collectively “United”) - United, acquired in April 2014, operates within the solids control sector of the oilfield services industry, offering its customers the option of renting centrifuges and auxiliary solids control equipment without personnel or the option of paying for a full-service solids control package which includes operators on-site 24 hours a day. United owns centrifuges which are differentiated from the competition due to the ability to remove the rotating assembly from a centrifuge within 45 minutes while on the rig site thereby minimizing customer down time; and

· Evolution Guidance Systems Inc. (“Evolution”) - In July 2014, we acquired Evolution which specialized as an operator of Measurement-While-Drilling (“MWD”) downhole tools. Effective October 26, 2016, we abandoned these operations as a part of a restructuring event (see further details in Capital Restructuring below).

Subsequent to the acquisition of each of these businesses, we have made significant investments to expand their operations and capitalize on organic growth opportunities in existing and expansion markets. We consistently seek opportunities to bundle product offerings and to cross sell services across markets and product lines, which we believe improves client retention and increases the utilization of our equipment.

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Overview of Our Business

We are a provider of solids control systems and surface rental equipment. Our equipment and services are primarily designed for and used in land-based horizontal drilling. Our equipment includes centrifuges and auxiliary solids control equipment, mud circulating tanks (400- and 500-barrel capacity) and auxiliary surface rental equipment, portable mud mixing plants and containment systems. In conjunction with the rental of some of our solids control packages, we provide personnel at the customer’s well site to operate our equipment. We also provide personnel to rig-up/rig-down and haul our equipment to and from the customer’s location. We operate primarily in Texas (West Texas and South Texas), Oklahoma, New Mexico, and Louisiana. Our primary operating yards, shop and repair facilities, and division management are located in Giddings, Texas, San Angelo, Texas, and Houston, Texas.

We derive the majority of our revenue from day rates or hourly rates charged for the rental of our equipment and for the services provided by our personnel. The price we charge for our services depends on both the level of activity within the geographic area in which we operate and also the competitive environment.

Our operating costs do not fluctuate in direct proportion to changes in revenue. Our operating costs include both fixed and variable costs; although most variable costs are highly correlated with revenue and activity, certain variable costs, such as sub-rental equipment expenses and third-party trucking expenses, can be reduced as a percentage of revenue by our investment in new rental and transportation equipment.

Industry Trends

We operate in the commodity-driven, cyclical oil and gas industry. From 2011 through mid-2014, the industry operated in an environment where crude oil prices were relatively stable and, except for comparatively short intervals, generally traded at prices at or in excess of $100 per barrel. However, subsequent to the third quarter of 2014, crude oil prices declined significantly due to a variety of factors, including, but not limited to, continued growth in U.S. oil production, weakened outlooks for the global economy and continued strong international crude oil supply resulting in part from OPEC’s unexpected decision to maintain oil production levels. As a result of the weaker crude oil price environment, many crude oil development prospects became less economical for exploration and production operators, leading to a dramatic reduction in U.S. land-based rig count and weaker demand for oilfield services, such as the services we provide.

The decline in both oil prices and the U.S. land-based rig count continued during the first half of 2016. Barring a few brief rallies, the price of oil bottomed out in February 2016 at less than $30 per barrel and the U.S. land-based rig count reached its low of less than 400 rigs in July 2016. After reaching its low point, the price of oil then increased steadily for several months and has hovered between $45 per barrel and $50 per barrel since June 2016. With the price of oil fairly constant for the past twelve months at a level which is economical for exploration and production operators, the U.S. land-based rig count has increased steadily, and in July 2017, the count had increased to over 900 rigs, an increase of greater than 100% compared to its low of less than 400 rigs in July 2016.

The favorable impact of the recent increase in the U.S. land-based rig count on demand for our services has been magnified by an increase in the proportion of rigs drilling directional and horizontal wells. As illustrated in the graph below, the proportion of rigs drilling directional and horizontal wells as a percentage of total U.S. land-based rigs has increased from approximately 80% in the first quarter of 2014 to 92% in the second quarter of 2017. Rigs drilling directional and horizontal wells typically utilize oil-based or other sophisticated mud systems which creates demand for the Company’s specialized mud circulating tanks, pumps, containment systems, solids control and associated equipment.

How We Evaluate Our Operations

We disclose and discuss EBITDA as a non-GAAP financial measure in our public releases, including quarterly earnings releases, investor conference calls and other filings with the Securities and Exchange Commission.

We define EBITDA as earnings (net income) before interest, income taxes, depreciation and amortization. Our measure of EBITDA may not be comparable to similarly titled measures presented by other companies, which may limit its usefulness as a comparative measure.

We also make certain adjustments to EBITDA for (i) non-cash charges, such as reduction in value of assets, bad debt expense, share-based compensation expense, and changes in fair value of our liability for contingent payments and (ii) certain expenses, such as severance, legal settlements, and professional fees and other expenses related to transactions outside the ordinary course of business, to derive a normalized EBITDA run-rate (“Adjusted EBITDA”), which we believe is a useful measure of operating results and the underlying cash generating capability of our business.

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Because EBITDA and Adjusted EBITDA are not measures of financial performance calculated in accordance with GAAP, these metrics should not be considered in isolation or as a substitute for operating income, net income or loss, cash flows provided by operating, investing and financing activities, or other income or cash flow statement data prepared in accordance with GAAP.

EBITDA and Adjusted EBITDA are widely used by investors and other users of our financial statements as supplemental financial measures that, when viewed with our GAAP results and the accompanying reconciliation, we believe provide additional information that is useful to gain an understanding of our ability to service debt, pay income taxes and fund growth and maintenance capital expenditures. We also believe the disclosure of EBITDA and Adjusted EBITDA helps investors meaningfully evaluate and compare our cash flow generating capacity from quarter-to-quarter and year-to-year.

EBITDA and Adjusted EBITDA are also financial metrics used by management as (i) supplemental internal measures for planning and forecasting and for evaluating actual results against such expectations; (ii) significant criteria for incentive compensation paid to our executive officers and management; (iii) reference points to compare to the EBITDA and Adjusted EBITDA of other companies when evaluating potential acquisitions; and, (iv) assessments of our ability to service existing fixed charges and incur additional indebtedness.

The following table provides the detailed components of EBITDA and Adjusted EBITDA as we define that term for the three and nine months ended September 30, 2017 and 2016, respectively (in thousands):

	For the Three Months Ended September 30,						For the Nine Month  Ended September 30,
	2017			2016			2017			2016
	(unaudited)						(unaudited)
Components of EBITDA:
Net income (loss)	$	(26	)	$	(2,142	)	$	508		$	(7,073	)
Loss (income) from discontinued operations, net of income taxes		-			(37	)		-			1,345
Net income (loss) from continuing operations		(26	)		(2,179	)		508			(5,728	)
Non-GAAP adjustments:
Depreciation and amortization		944			1,328			2,793			4,162
Interest expense, net		2			629			18			1,777
Interest expense, net - Pelican		69			-			664			-
Income tax expense (benefit)		6			(872	)		18			(3,406	)
EBITDA		995			(1,094	)		4,001			(3,195	)
Adjustments to EBITDA:
Reduction in value of assets		18			787			58			1,630
Gain on extinguishment of debt and other liabilities		-			-			(2,387	)		-
Expenses in connection with lender negotiations and Recapitalization		47			281			112			387
Employee-related restructuring expenses, including severance		(145	)		-			(145	)		456
Bad debt expense		21			10			56			44
Settlements and other losses		47			6			77			69
Fair value adjustments to contingent payment liability		-			8			-			(198	)
Stock-based compensation		-			-			625			-
Adjusted EBITDA	$	983		$	(2	)	$	2,397		$	(807	)

Set forth below are the material limitations associated with using EBITDA and Adjusted EBITDA as non-GAAP financial measures compared to cash flows provided by and used in operating, investing and financing activities:

· EBITDA and Adjusted EBITDA do not reflect growth and maintenance capital expenditures,

· EBITDA and Adjusted EBITDA do not reflect the interest, principal payments and other financing-related charges necessary to service the debt that we have incurred to finance acquisitions and invest in our fixed asset base,

· EBITDA and Adjusted EBITDA do not reflect the payment of income taxes, and

· EBITDA and Adjusted EBITDA do not reflect changes in our net working capital position.

Management compensates for the above-described limitations in using EBITDA and Adjusted EBITDA as non-GAAP financial measures by only using EBITDA and Adjusted EBITDA to supplement our GAAP results.

Business Outlook

Our core businesses depend on our customers’ willingness to make expenditures to produce, develop and explore for oil and natural gas. Industry conditions are influenced by numerous factors, such as oil and natural gas prices, the supply of and demand for oil and natural gas, domestic and worldwide economic conditions, political instability in oil producing countries and available supply of and demand for the services we provide. Oil and natural gas prices began a rapid and substantial decline in the fourth quarter of 2014. Depressed commodity price conditions persisted and worsened during 2015 and that trend continued into 2016. As a result, the rig count and demand for our products and services declined substantially, and the prices we are able to charge our customers for our products and services have also declined substantially.

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Oil prices have improved off the low point of 2016 with the November 2016 decision by OPEC to curtail the cartel’s oil production, the Baker Hughes U.S. land drilling rig count has increased significantly from its low point in mid-2016, and our revenue has improved substantially during the first nine months of 2017. We believe that stability in oil prices at an attractive price to our customers coupled with the increases in drilling activity during the first half of 2017 will result in further increases in demand for our services and will provide us opportunities to increase the price of our products and services, particularly in 2018. However, with increased demand for oilfield services broadly, the demand for qualified employees and the demand for the sub-rental equipment we require to increase our activity will increase and we may experience increases in costs which we cannot completely offset with price increases to our customers. As of September 30, 2017, based on our expectations of improved activity levels and pricing throughout the remainder of 2017 and 2018, we believe that we will be able to service our debt obligations and ongoing operations through operating cash flow and, if necessary, availability under our credit facility.

Operational Restructuring

Our activity is tied directly to the rig count and, even though we instituted significant cost cutting measures beginning in 2015, we were unable to cut costs enough to match the decline in our business. As a result, as of December 31, 2015, we were in default of our credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”).

Throughout 2015, in an effort to mitigate the significant declines in pricing and utilization of our equipment, we committed to a reorganization initiative to strengthen our sales and marketing efforts, consolidate support functions, and operate more efficiently. The reorganization effort included, but was not limited to, training our salesforce to enable the cross-selling of our product lines in certain geographical markets, sharing a common support services infrastructure across all reporting units, reducing headcount and wage rates, and rebranding and launching a new web site to increase awareness of our service lines. We recognized some benefit from these measures in late 2015 resulting in increased gross margins and lower selling, general and administrative expenses when compared to the first half of 2015.

During the year ended December 31, 2016, we entered into a series of forbearance agreements with our lender. Under the forbearance agreements, among other provisions, the lenders agreed to forbear from exercising their remedies under the credit agreement. These forbearance agreements permitted us to operate within the parameters of our normal course of business despite the continuing default under the credit agreement. Without these forbearance agreements, our outstanding debt would have been immediately due and payable. Throughout 2016, we remained in default and we did not have sufficient liquidity to repay all of the outstanding debt to the lender at any point during the year ($20.1 million as of December 31, 2015). As such, we may have been forced to file for protection under Chapter 11 of the U.S. Bankruptcy Code.

In early 2016, we were hopeful that a successful operational restructuring would facilitate negotiations to modify the terms of our existing credit facility with Wells Fargo. Our operational restructuring in 2016 consisted of severe cost cuts which were incremental to the year-over-year cost cuts already achieved in 2015 when compared to 2014. In 2016, significant cost savings were primarily generated by:

· reductions of our employee base, both field employees and sales and administrative employees, to a headcount of approximately 50 as of December 31, 2016 from approximately 125 as of December 31, 2015,

· reduction in employer contributions to employee benefits,

· closures of certain operating yards and administrative facilities,

· strategic decision to cease operations in the northeast which resulted in the reduction of costs related to operating in an incremental market,

· modifications to insurance policies, including general liability and workers’ compensation policies, resulting in a $0.5 million or 15.5% reduction in the cost of insurance to $0.6 million for the year ended December 31, 2016 from $1.1 million for the year ended December 31, 2015,

· minimization of repair and maintenance activities, resulting in a $0.4 million or 50.0% reduction of repair and maintenance expenses to $0.4 million for the year ended December 31, 2016 from $0.8 million for the year ended December 31, 2015, and

· elimination of investments in equipment, unless required to service an existing customer, resulting in a reduction of capital expenditures to $0.4 million for the year ended December 31, 2016 from $2.5 million for the year ended December 31, 2015.

We also achieved significant cost savings from the decrease in third party costs, such as sub-rental equipment and trucking, and other variable costs which declined with the decrease in activity.

In order to further support our working capital needs, we identified and sold idle and underutilized assets. During 2016, we realized aggregate proceeds from sales of approximately $0.8 million of which $0.5 million and $0.3 million was used to fund working capital needs and pay down debt, respectively.

28

We believe that the completion of the Recapitalization in January 2017, significant increases in demand for our services, particularly in Texas, and an efficient cost structure as a result of the cost-cutting initiatives described above, will generate significant improvements in financial results during the second half of 2017 if the U.S. land-based rig count and price of oil remain stable or increase.

Capital Restructuring

Despite our successful operational restructuring efforts, particularly during the first half of 2016, the decline in our activity levels and the declines in customer pricing outpaced the impact of our cost reductions and it became evident that a capital restructuring would also be necessary to continue operations and position our business for an industry turnaround.

In the second quarter of 2016, certain of the Company’s principal stockholders (“Shareholder Group”) began negotiations with Wells Fargo with the objective of consummating a recapitalization transaction (the “Recapitalization”) whereby our obligations under the credit agreement and the outstanding capital leases in favor of Wells Fargo’s equipment finance affiliate and certain other obligations of Aly Energy (collectively the “Aly Senior Obligations”) would be restructured. In August 2016, the Shareholder Group was introduced to a third party, Tiger Finance, LLC (“Tiger”), to provide bridge financing and to extend forbearance until such date as sufficient capital could be raised to complete the Recapitalization.

In September 2016, the Shareholder Group formed Permian Pelican, LLC (“Pelican”) with the objective of raising capital and executing the steps necessary to complete the restructuring, inclusive of successfully effecting the exchange of the Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Effective January 31, 2017, the Recapitalization was completed through the execution and delivery of a Securities Exchange Agreement and a Second Amended and Restated Credit Agreement. As a result of the Recapitalization, the Company became a “Controlled Company” as defined under the listing standards of the principal national securities exchanges; however, since the Shareholder Group’s proportionate interest did not change significantly, a change in control did not occur and the transaction was accounted for at historical cost.

As a result of the Recapitalization, the credit facility, now with Pelican, consisted of a term loan of $5.1 million and a revolving facility of up to $1.0 million as of January 31, 2017. Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (receivables less than 90 days old).

Subsequent to the Recapitalization, we entered into several further amendments to capitalize on improved market conditions and increased activity in our business:

· Amendment No. 1, effective March 1, 2017, provided for a delayed draw term loan to be added to the credit facility for the purpose of financing capital expenditures. The agreement permitted us to draw on the delayed draw term loan from time-to-time up until the maturity date of the facility in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

· Amendment No. 2, effective May 23, 2017, increased the maximum revolving credit amount from $1.0 million to $1.8 million and extended the final maturity date of the facility to December 31, 2019. In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican, the lender, as an amendment fee, 1,200 shares of our Series A convertible preferred stock. See further discussion in “Note 7 – Controlling Shareholder and Other Related Party Transactions” in the notes to our condensed consolidated financial statements included elsewhere in this document.

· Amendment No. 3, effective June 15, 2017, modified maximum potential borrowings under each of the revolving credit facility and the delayed draw term loan without changing the aggregate available borrowings under the credit facility. The amendment reduced the maximum revolving credit amount from $1.8 million to $1.0 million and increased the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

To the extent there is free cash flow as defined in the credit agreement, principal payments of 50% of such free cash flow are due annually. The maturity date of all remaining outstanding balances under the credit facility is December 31, 2019.

The obligations under the credit facility are guaranteed by all of our subsidiaries and secured by substantially all of our assets. The credit agreement contains customary events of default and covenants including restrictions on our ability to incur additional indebtedness, pay dividends or make other distributions, grant liens and sell assets. The credit facility does not include any financial covenants. We are in full compliance with the credit facility as of September 30, 2017.

As of September 30, 2017, there were outstanding borrowings of $5.0 million, $0.8 million, and $0.3 million on the term loan, revolving credit facility, and delayed draw term loan, respectively. As of September 30, 2017, we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

For a discussion of the accounting treatment for the Recapitalization, see “Note 3 – Recapitalization” in the notes to our condensed consolidated financial statements included elsewhere in this document.

29

Results of Operations

Results for the Three Months Ended September 30, 2017 Compared to the Three Months Ended September 30, 2016

The following table summarizes the change in our results of operations for the three months ended September 30, 2017 when compared to the three months ended September 30, 2016 (in thousands):

	For the Three Months Ended September 30,												Variance
	2017			% of Revenue			2016			% of Revenue			$			%
	(unaudited)						(unaudited)
Revenue	$	4,143			100.0	%	$	2,071			100.0	%	$	2,072			100.0	%
Expenses:
Operating expenses		2,608			62.9	%		1,537			74.2	%		1,071			69.7	%
Depreciation and amortization		944			22.8	%		1,328			64.1	%		(384	)		-28.9	%
Selling, general and administrative expenses		522			12.6	%		841			40.6	%		(319	)		-37.9	%
Reduction in value of assets		18			0.4	%		787			38.0	%		(769	)		-97.7	%
Total expenses		4,092			98.8	%		4,493			216.9	%		(401	)		-8.9	%
Income (loss) from continuing operations		51			1.2	%		(2,422	)	NM				2,473		NM
Other expense:
Interest expense, net		2			0.0	%		629			15.2	%		(627	)		-99.7	%
Interest expense - Pelican		69			1.7	%		-			0.0	%		69		NM
Total other expense		71			1.7	%		629			15.2	%		(558	)		-88.7	%
Loss from continuing operations before income taxes		(20	)	NM				(3,051	)	NM				3,031		NM
Income tax expense (benefit)		6			0.1	%		(872	)	NM				878		NM
Net loss from continuing operations		(26	)	NM				(2,179	)	NM				2,153		NM
Income from discontinued operations, net of income taxes		-			0.0	%		(37	)	NM				37		NM
Net loss	$	(26	)	NM			$	(2,142	)	NM			$	2,116		NM

NM - Not meaningful

Overview. Our results of operations depend on the demand for our services and our ability to provide high quality equipment and service to satisfy that demand while maintaining an efficient cost structure. During the three months ended September 30, 2017, the average U.S. land-based rig count was over 900 compared to approximately 450 for the three months ended September 30, 2016. The substantial increase in rig count was heavily concentrated in Texas, particularly in the Permian Basin, and our operations in Texas expanded significantly year-over-year. The increase in demand for our services in Texas was slightly offset by the decrease in revenue from the northeast region where we ceased operations during the fourth quarter of 2016. The financial results for the three months ended September 30, 2017 reflect the benefit of minimal variable and fixed costs in the northeast and increased efficiencies year-over-year due to extensive cost cuts during 2016.

Revenue. Our revenue for the three months ended September 30, 2017 was $4.1 million, an increase of 100.0%, compared to $2.1 million for the three months ended September 30, 2016. The primary driver of the improvement was an increase in utilization of our equipment and services in Texas, primarily in the Permian Basin, due to increased demand. In addition, we were able to increase pricing on our primary rental products by approximately 10% when comparing the three months ended September 30, 2017 to the three months ended September 30, 2016. The substantial increase in activity in our Texas operations was slightly offset by the elimination of revenue generated from the northeast region due to our decision to cease operations in that area in the fourth quarter of 2016.

Operating Expenses. Our operating expenses for the three months ended September 30, 2017 increased to $2.6 million, or 62.9% of revenue, from $1.5 million, or 74.2% of revenue, for the three months ended September 30, 2016. The 69.7% increase in operating expenses was significantly less than the 100.0% increase in revenue which reflects the substantial efficiencies achieved through our cost cuts in 2016, particularly those related to labor (see further discussion of cost cuts in “Operational Restructuring” section above). We also experienced a substantial period-over-period increase in third-party services as the primary surface rental products in our inventory have been fully utilized since early 2017 and the vast majority of incremental rental revenue throughout 2017 has been derived from equipment which we sub-rent.

Depreciation and Amortization. Depreciation and amortization expense decreased 28.9% to $0.9 million for the three months ended September 30, 2017 compared to $1.3 million for the three months ended September 30, 2016. The decrease is due primarily to the disposition of assets to Tiger in connection with the Recapitalization (see further discussion in “Note 3 – Recapitalization” in the notes to our condensed consolidated financial statements).

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $0.5 million or 12.6% of revenue, for the three months ended September 30, 2017 from $0.8 million, or 40.6% of revenue, for the three months ended September 30, 2016. The significant decline in selling, general and administrative expenses as a percentage of revenue reflects our ability to maintain an efficient and lean overhead cost structure while experiencing significant increases in activity. During the three months ended September 30, 2017, selling, general and administrative expenses were offset by an aggregate net benefit of approximately $30,000 from items that are either non-recurring or non-cash in nature. The comparable items aggregated to a net expense of $0.3 million for the three months ended September 30, 2016 (see further discussion in “How We Evaluate Our Operations” section above).

30

Interest Expense, net. Interest expense was reduced to approximately $2,000 for the three months ended September 30, 2017 compared to $0.6 million for the three months ended September 30, 2016. The decrease is due primarily to the impact of the Recapitalization.

Interest Expense – Pelican. During the three months ended September 30, 2017, we recorded approximately $69,000 of interest expense due to Pelican, a related party.

Income Taxes. The difference in the effective tax rate from the statutory rate is due to our continued full valuation allowance on net deferred tax assets. Income tax expense is from Texas Margin Tax. The Company has sufficient NOL carryforwards to offset Federal income tax and other state income taxes.

Discontinued Operations. Discontinued operations include Evolution which specialized as an operator of MWD downhole tools. Income from discontinued operations, net of income taxes, was approximately $37,000 during the three months ended September 30, 2016. The operations were completely abandoned by December 31, 2016 and there was no income or loss from discontinued operations during the three months ended September 30, 2017.

Results for the Nine Months Ended September 30, 2017 Compared to the Nine Months Ended September 30, 2016

The following table summarizes the change in our results of operations for the nine months ended September 30, 2017 when compared to the nine months ended September 30, 2016 (in thousands):

	For the Nine Months Ended September 30,												Variance
	2017			% of Revenue			2016			% of Revenue			$			%
	(unaudited)						(unaudited)
Revenue	$	11,179			100.0	%	$	8,848			100.0	%	$	2,331			26.3	%
Expenses:
Operating expenses		7,167			64.1	%		6,886			77.8	%		281			4.1	%
Depreciation and amortization		2,793			25.0	%		4,162			47.0	%		(1,369	)		-32.9	%
Selling, general and administrative expenses		2,340			20.9	%		3,527			39.9	%		(1,187	)		-33.7	%
Reduction in value of assets		58			0.5	%		1,630			18.4	%		(1,572	)		-96.5	%
Total expenses		12,358			110.5	%		16,205			183.1	%		(3,847	)		-23.7	%
Loss from continuing operations		(1,179	)	NM				(7,357	)	NM				6,178		NM
Other expense (income):
Interest expense, net		18			0.2	%		1,777			15.9	%		(1,759	)		-99.0	%
Interest expense - Pelican		664			5.9	%		-			0.0	%		664		NM
Gain on extinguishment of debt and other liabilities		(2,387	)	NM				-			0.0	%		(2,387	)	NM
Total other expense (income)		(1,705	)	NM				1,777			15.9	%		(3,482	)	NM
Income (loss) from continuing operations before income taxes		526			4.7	%		(9,134	)	NM				9,660		NM
Income tax expense (benefit)		18			0.2	%		(3,406	)	NM				3,424		NM
Net income (loss) from continuing operations		508			4.5	%		(5,728	)	NM				6,236		NM
Loss from discontinued operations, net of income taxes		-			0.0	%		1,345			15.2	%		(1,345	)	NM
Net income (loss)	$	508			4.5	%	$	(7,073	)	NM			$	7,581		NM

NM - Not meaningful

Overview. Our results of operations depend on the demand for our services and our ability to provide high quality equipment and service to satisfy that demand while maintaining an efficient cost structure. During the nine months ended September 30, 2017, the average U.S. land-based rig count was over 800, an increase of over 300 rigs when compared to less than 500 for the nine months ended September 30, 2016. The increase in rig count was heavily concentrated in Texas, particularly in the Permian Basin, and our operations in Texas expanded throughout the first nine months of 2017 in conjunction with the increase in rig count.

Revenue. Our revenue for the nine months ended September 30, 2017 was $11.2 million, an increase of 26.3%, compared to $8.8 million for the nine months ended September 30, 2016. There was a substantial increase in demand for our services during the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016, particularly in Texas. However, the resulting increase in revenues in 2017 was significantly offset by the elimination of revenue generated from the northeast region due to our decision to cease operations in that area in the fourth quarter of 2016.

Operating Expenses. Our operating expenses for the nine months ended September 30, 2017 increased to $7.2 million, or 64.1% of revenue, from $6.9 million, or 77.8% of revenue, for the nine months ended September 30, 2016. The 4.1% increase in operating expenses was significantly less than the 26.3% increase in revenue which reflects the substantial efficiencies achieved through our cost cuts in 2016, particularly those related to labor (see further discussion of cost cuts in “Operational Restructuring” section above) and the elimination of variable and fixed costs associated with our decision to cease operations in the northeast in the fourth quarter of 2016. These decreases were partially offset by a substantial increase in third-party services as the primary surface rental products in our inventory have been fully utilized since early 2017 and the vast majority of incremental rental revenue throughout 2017 has been derived from equipment which we sub-rent.

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Depreciation and Amortization. Depreciation and amortization expense decreased 32.9% to $2.8 million for the nine months ended September 30, 2017 compared to $4.2 million for the nine months ended September 30, 2016. The decrease is due primarily to the disposition of assets to Tiger in connection with the Recapitalization (see further discussion in “Note 3 – Recapitalization” in the notes to our condensed consolidated financial statements).

Selling, General and Administrative Expenses. Selling, general and administrative expenses decreased to $2.3 million, or 20.9% of revenue, for the nine months ended September 30, 2017 from $3.5 million, or 39.9% of revenue, for the nine months ended September 30, 2016. The 33.7% decline in expenses reflects the severe cost cutting initiatives started in 2015 which continued throughout 2016. These initiatives, implemented in response to the massive downturn in the industry, included headcount and wage rate decreases, the reduction of executive management salaries and elimination of bonuses, and significant reductions in travel, entertainment and office expense. Selling, general and administrative expenses also include expenses that are either non-recurring or non-cash in nature with an aggregate value of approximately $0.7 million and $0.8 million during the nine months ended September 30, 2017 and 2016, respectively (see further discussion in “How We Evaluate Our Operations” section above).

Interest Expense, net. Interest expense was reduced to approximately $18,000 for the nine months ended September 30, 2017 compared to $1.8 million for the nine months ended September 30, 2016. The decrease is due primarily to the impact of the Recapitalization.

Interest Expense – Pelican. During the nine months ended September 30, 2017, we recorded $0.7 million of interest expense due to Pelican, a related party, which includes a debt modification fee of $0.3 million. The debt modification fee reflects the value of 1,200 shares of our Series A convertible preferred stock issued to Pelican in exchange for an amendment to our credit facility in May 2017.

Gain on Extinguishment of Debt and Other Liabilities. During the nine months ended September 30, 2017, we recorded a gain on extinguishment of debt and other liabilities of $2.4 million due to our troubled debt restructuring in connection with the Recapitalization (see further discussion in “Note 3 – Recapitalization” in the notes to our condensed consolidated financial statements).

Income Taxes. The difference in the effective tax rate from the statutory rate is due to our continued full valuation allowance on net deferred tax assets. Income tax expense is from Texas Margin Tax. The Company has sufficient NOL carryforwards to offset Federal income tax and other state income taxes.

Discontinued Operations. Discontinued operations include Evolution which specialized as an operator of MWD downhole tools. Losses from discontinued operations, net of income taxes, were $1.3 million during the nine months ended September 30, 2016. The operations were completely abandoned by December 31, 2016 and there was no income or loss from discontinued operations during the nine months ended September 30, 2017.

Liquidity and Capital Resources

Net Cash Provided by Operating Activities. Operating activities provided $0.2 million in cash during the nine months ended September 30, 2017 compared to approximately $71,000 during the nine months ended September 30, 2016 due to improved operating results after adjusting net income for non-cash items offset by significant increases in working capital resulting from our rapid growth in 2017.

Liquidity. As a result of the industry downturn, many customers have experienced a significant reduction in their liquidity and have faced challenges accessing the capital markets. Several energy service and equipment companies have declared bankruptcy, or have had to exchange equity for the forgiveness of debt, while others have been forced to sell assets in an effort to preserve liquidity. We faced similar challenges requiring us to undergo a capital restructuring. For a discussion of the Recapitalization and its restructuring of our credit facility, see “Note 2 – Recent Developments” in the notes to our condensed consolidated financial statements included elsewhere in this document.

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While our liquidity was increased by the Recapitalization, we have continued to use our sources of liquidity to fund working capital needs resulting from the increase in activity and, to a lesser extent, to purchase equipment needed to service existing contracts. During the nine months ended September 30, 2017, we used $1.8 million to fund working capital needs. We anticipate that working capital requirements will decrease significantly during the fourth quarter of 2017, and may even be a source of cash, as the pace of growth in activity slows. As of October 31, our cash on hand had increased substantially to a closing bank balance of $0.9 million, compared to a closing bank balance of $0.4 million as of September 30, 2017, due primarily to extremely strong collections during the month of October after a slow collection month in September. The table below reflects our liquidity as of September 30, 2017 (in thousands):

	As of
	September 30, 2017
	(unaudited)
Cash and cash equivalents	$	151
Revolving facility availability (1),(3)		250
Delayed draw term loan availability (2),(3)		900
Total liquidity	$	1,301
____________
(1) Based on eligible receivables as of September 30, 2017.
(2) Available to finance 90% of the purchase price for capital expenditures, including 90% of existing purchase commitments of $0.2 million for 4 diesel mud pumps.
(3) With Permian Pelican, our controlling shareholder.

Capital Expenditures. Capital expenditures are the main component of our investing activities. Since 2015, our capital expenditures have been limited to maintenance capital expenditures, purchases of equipment requested by existing customers for ongoing jobs, and the acquisition of assets to replace equipment which we sub-rent to meet customer demand when our owned equipment is fully utilized. During the nine months ended September 30, 2017, due to significant increases in demand, we spent $0.3 million to repurchase certain assets which had been disposed of in connection with the Recapitalization and we spent $0.3 million on diesel mud pumps to replace the use of certain sub-rented pumps on existing jobs.

Although we do not budget acquisitions in the normal course of business, we regularly engage in discussions related to potential acquisitions of companies which provide oilfield services.

Credit Facility. As of September 30, 2017, we have availability to borrow an incremental $1.2 million under our credit facility with Pelican and, effective January 31, 2017 through the maturity date of December 31, 2019, principal payments on our credit facility are based solely on excess free cash flows, significantly reducing our overall debt service requirements. For a discussion of the Recapitalization and the restructuring of our credit facility, see “Note 2 – Recent Developments” in the notes to our condensed consolidated financial statements included elsewhere in this document.

We have experienced significant growth during the beginning of 2017 and we believe that our cash flow from operations combined with access to capital through our lender and controlling shareholder, Pelican, will be sufficient to fund our working capital needs, contractual obligations and maintenance capital expenditures for the next twelve months.

Net Operating Losses

As of December 31, 2016, we had approximately $29.5 million of federal net operating loss carryforwards. As a result of the Recapitalization, it is possible that the net operating losses may be subject to limitation under Internal Revenue Code Section 382. The Company is currently in the process of completing an analysis to determine the extent, if any, of any limitation under this section. Based on the weight of all available evidence including the future reversal of existing U.S. taxable temporary differences, we believe that it is more likely than not that the benefit from certain federal and state net operating loss carryforwards and other deductible temporary differences will not be realized. In recognition of this risk, we have provided a valuation allowance on the net deferred tax asset as a result of the Company being in a cumulative three-year pre-tax book loss position and absence of other objectively verifiable positive evidence including reversal of existing taxable temporary differences in these certain state tax jurisdictions.

33

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, under supervision and with the participation of the Company’s Principal Executive Officer and Principal Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under Exchange Act Rule 13a-15(e). Based upon this evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of December 31, 2016, because of the material weaknesses in our internal control over financial reporting (“ICFR”) described below, our disclosure controls and procedures were not effective.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that required information to be disclosed in our reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that required information to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

All internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. In making the assessment, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework 2013. Based on its assessment, management concluded that, as of December 31, 2016, our internal control over financial reporting was not effective and that material weaknesses in ICFR existed as more fully described below.

34

As defined by Auditing Standard No. 5, “An Audit of Internal Control Over Financial Reporting that is Integrated with an Audit of Financial Statements” established by the Public Company Accounting Oversight Board (“PCAOB”), a material weakness is a deficiency or combination of deficiencies that results in more than a remote likelihood that a material misstatement of annual or interim financial statements will not be prevented or detected. In connection with the assessment described above, management identified the following control deficiencies that represent material weaknesses as of December 31, 2016:

1)	Lack of an independent audit committee or audit committee financial expert. These factors may be counter to corporate governance practices as defined by the various stock exchanges and may lead to less supervision over management;
2)	Insufficient written policies and procedures, and personnel, for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements, specifically to address technical accounting around complex transactions;
3)	Control over information technology applications and the processing of transactions, specifically segregation of duties and elevated access privileges; and
4)	Controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements or other required reports filed or submitted under the Securities Exchange Act.

Management’s Remediation Initiatives

As of December 31, 2016, management assessed the effectiveness of our internal control over financial reporting. Based on that evaluation, it was concluded that during the period covered by this report, the internal controls and procedures were not effective due to deficiencies that existed in the design or operation of our internal controls over financial reporting. However, management believes these weaknesses did not have an effect on our financial results. During the course of our evaluation, we did not discover any fraud involving management or any other personnel who play a significant role in our disclosure controls and procedures or internal controls over financial reporting.

Due to a lack of financial and personnel resources, we are not able to, and do not intend to, immediately take any action to remediate these material weaknesses. We will not be able to do so until, if ever, we acquire sufficient financing and staff to do so. We will implement further controls as circumstances, cash flows, and working capital permits. Notwithstanding the assessment that our ICFR was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2017, fairly presents our financial position, results of operations, and cash flows for the periods covered, as identified, in all material respects.

Management believes that the material weaknesses set forth above were the result of the scale of our operations and intrinsic to our small size.

Changes in Internal Control over Financial Reporting

During the period covered by this report, there were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

35

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ALY ENERGY SERVICES, INC.
Date November 14, 2017	By:	/s/ Shauvik Kundagrami
		Shauvik Kundagrami
		Vice-Chairman and Chief Executive Officer
		(Principal Executive Officer)

36

PART II – OTHER INFORMATION

Item 6. Exhibits

Exhibit Number	Exhibit Description
31.1	Certification of Chief Executive Officer
31.2	Certification of Chief Financial Officer
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
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

101.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	XBRL Taxonomy Extension Presentation Linkbase Document

_____________

** 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.

37

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Shauvik Kundagrami, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Aly Energy Services, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:

a.	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c.	presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a.	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

November 14, 2017	By:	/s/ Shauvik Kundagrami
		Shauvik Kundagrami
		Chief Executive Officer
		(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Alya Hidayatallah, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of Aly Energy Services, Inc.;
2.	Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
3.	Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and I have:

a.	designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
b.	evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and
c.	presented in this quarterly report my conclusions about the effectiveness of the disclosure controls and procedures based on my evaluation as of the Evaluation Date;

5. I have disclosed, based on my most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a.	all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

November 14, 2017	By:	/s/ Alya Hidayatallah
		Alya Hidayatallah
		Chief Financial Officer
		(Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aly Energy Services, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Shauvik Kundagrami, Principal Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

November 14, 2017	By:	/s/ Shauvik Kundagrami
		Shauvik Kundagrami
		Principal Executive Officer

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Aly Energy Services, Inc. (the "Company") on Form 10-Q for the period ending September 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alya Hidayatallah, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

November 14, 2017	By:	/s/ Alya Hidayatallah
		Alya Hidayatallah
		Principal Financial Officer

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 14, 2017
Document And Entity Information
Entity Registrant Name	Aly Energy Services, Inc.
Entity Central Index Key	0000946822
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		13,818,795
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2017

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Current assets
Cash and cash equivalents	$ 151	$ 681
Restricted cash	30	30
Receivables, net	4,049	1,448
Prepaid expenses and other current assets	82	496
Total current assets	4,312	2,655
Property and equipment, net	27,207	28,226
Intangible assets, net	4,295	4,931
Other assets	6	14
Total assets	35,820	35,826
Current liabilities
Accounts payable and accrued expenses	2,278	2,075
Accrued interest and other - Pelican	23	1,277
Current portion of long-term debt	5	1,593
Current portion of long-term debt - Pelican		18,880
Current portion of contingent payment liability		810
Total current liabilities	2,306	24,635
Long-term debt, net		10
Long-term debt, net - Pelican	6,127	1,315
Other long-term liabilities	516	708
Total liabilities	8,949	26,668
Commitments and contingencies
Aly Operating redeemable preferred stock		4,924
Aly Centrifuge redeemable preferred stock		10,080
Redeemable Preferred Stock		15,004
Stockholders' equity (deficit)
Preferred stock
Common stock of $0.001 par value Authorized - 25,000,000; Issued - 13,819,020; Outstanding - 13,818,795 as of September 30, 2017 Authorized - 25,000,000; Issued - 6,707,039; as of December 31, 2016	14	7
Additional paid-in-capital	53,754	28,307
Accumulated deficit	(33,650)	(34,158)
Treasury stock, 225 shares at cost	(2)	(2)
Total stockholders' equity (deficit)	26,871	(5,846)
Total liabilities and stockholders' equity (deficit)	35,820	35,826
Series A Convertible Preferred Stock
Stockholders' equity (deficit)
Preferred stock	$ 6,755

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Stockholders' equity (deficit)
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	9,980,000	10,000,000
Preferred stock, issued shares	0	0
Preferred stock, outstanding shares	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized shares	25,000,000	25,000,000
Common stock, issued shares	13,819,020	6,707,039
Common stock, outstanding shares	13,818,795	6,706,814
Treasury Stock	225	225
Series A Convertible Preferred Stock
Stockholders' equity (deficit)
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized shares	20,000	0
Preferred stock, issued shares	17,292	0
Preferred stock, outstanding shares	17,292	0
Preferred stock, liquidation preference	$ 17,292

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Condensed Consolidated Statements Of Operations
Revenue	$ 4,143	$ 2,071	$ 11,179	$ 8,848
Expenses:
Operating expenses	2,608	1,537	7,167	6,886
Depreciation and amortization	944	1,328	2,793	4,162
Selling, general and administrative expenses	522	841	2,340	3,527
Reduction in value of assets	18	787	58	1,630
Total expenses	4,092	4,493	12,358	16,205
Income (loss) from continuing operations	51	(2,422)	(1,179)	(7,357)
Other expense (income):
Interest expense, net	2	629	18	1,777
Interest expense - Pelican	69		664
Gain on extinguishment of debt and other liabilities			(2,387)
Total other expense (income)	71	629	(1,705)	1,777
Income (loss) from continuing operations before income taxes	(20)	(3,051)	526	(9,134)
Income tax expense (benefit)	6	(872)	18	(3,406)
Net income (loss) from continuing operations	(26)	(2,179)	508	(5,728)
Loss (income) from discontinued operations, net of income taxes		(37)		1,345
Net income (loss)	(26)	(2,142)	508	(7,073)
Preferred stock dividends		183	63	542
Accretion of preferred stock, net		(32)		(94)
Net income (loss) available to common stockholders	$ (26)	$ (2,293)	$ 445	$ (7,521)
Basic earnings per share information:
Net income (loss) from continuing operations available to common stockholders	$ .00	$ (0.35)	$ 0.03	$ (0.92)
Income (loss) from discontinued operations, net of income taxes		0.01		(0.20)
Net income (loss) available to common stockholders	$ .00	$ (0.34)	$ 0.03	$ (1.12)
Weighted-average shares - basic	13,818,795	6,706,814	13,011,207	6,706,814
Diluted earnings per share information:
Net income (loss) from continuing operations available to common stockholders	$ .00	$ (0.35)	$ 0.01	$ (0.92)
Income (loss) from discontinued operations, net of income taxes		0.01		(0.20)
Net income (loss) available to common stockholders	$ .00	$ (0.34)	$ 0.01	$ (1.12)
Weighted-average shares - diluted	13,818,795	6,706,814	70,123,810	6,706,814

XML

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands	Series A Convertible Preferred Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Treasury Stock	Total
Beginning Balance, Shares at Dec. 31, 2016		6,707,039
Beginning Balance, Amount at Dec. 31, 2016		$ 7	$ 28,307	$ (34,158)	$ (2)	$ (5,846)
Preferred stock dividends			(63)			(63)
Issuance of common shares in exchange for the extinguishment of debt and other liabilities, Shares		1,657,494
Issuance of common shares in exchange for the extinguishment of debt and other liabilities, Amount		$ 2	197			199
Issuance of common shares in exchange for the extinguishment of redeemable preferred stock, Shares		5,454,487
Issuance of common shares in exchange for the extinguishment of redeemable preferred stock, Amount		$ 5	15,031			15,036
Issuance of preferred shares in exchange for the extinguishment of debt and other liabilities - Pelican, Shares	16,092
Issuance of preferred shares in exchange for the extinguishment of debt and other liabilities - Pelican, Amount	$ 6,435		9,657			16,092
Issuance of preferred shares in exchange for an amendment to credit facility, Share	1,200
Issuance of preferred shares in exchange for an amendment to credit facility, Amount	$ 320					320
Issuance of stock options			625			625
Net income				508		508
Ending Balance, Shares at Sep. 30, 2017	17,292	13,819,020
Ending Balance, Amount at Sep. 30, 2017	$ 6,755	$ 14	$ 53,754	$ (33,650)	$ (2)	$ 26,871

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net income (loss)	$ 508	$ (7,073)
Less: Loss from discontinued operations, net of income taxes		1,345
Net income (loss) from continuing operations	508	(5,728)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	2,793	4,162
Amortization of deferred loan costs		250
Reduction in value of assets	58	1,630
Stock-based compensation	625
Bad debt expense	56	44
Fair value adjustments to contingent payment liability		(198)
Gain on extinguishment of debt and other liabilities	(2,387)
Debt modification fee	320
Deferred taxes		(3,426)
Changes in operating assets and liabilities:
Receivables	(2,657)	2,809
Prepaid expenses and other assets	391	737
Accounts payable, accrued expenses and other liabilities	287	(209)
Accrued interest and other - Pelican	193
Net cash provided by continuing operations	187	71
Net cash used in discontinued operations		(5)
Net cash provided by operating activities	187	66
Cash flows from investing activities:
Purchases of property and equipment	(1,325)	(330)
Proceeds from disposal of property and equipment	15	766
Net cash provided by (used in) continuing operations	(1,310)	436
Net cash provided by discontinued operations		39
Net cash provided by (used in) investing activities	(1,310)	475
Cash flows from financing activities:
Borrowings on long-term debt - Pelican	600
Repayment of long-term debt	(7)	(628)
Net cash provided by (used in) continuing operations	593	(628)
Net cash used in discontinued operations		(7)
Net cash provided by (used in) financing activities	593	(635)
Net decrease in cash, cash equivalents, and restricted cash	(530)	(94)
Cash, cash equivalents, and restricted cash, beginning of period	711	497
Cash, cash equivalents, and restricted cash, end of period	$ 181	$ 403

XML

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Nature of Operations

Aly Energy Services, Inc., together with its subsidiaries (“Aly Energy” or “the Company”), provides oilfield services, including equipment rental and solids control services to exploration and production companies. The Company operates in select oil and natural gas basins of the contiguous United States. Throughout this report, we refer to Aly Energy and subsidiaries as “we”, “our” or “us”. References to financial results and operations of the Company in these notes to the condensed consolidated financial statements are limited to continuing operations unless otherwise specified.

On October 26, 2012, we acquired all of the stock of Austin Chalk Petroleum Services Corp. (“Austin Chalk”). Austin Chalk provides surface rental equipment as well as roustabout services which include the rig-up and rig-down of equipment and the hauling of equipment to and from the customer’s location.

On April 15, 2014, we acquired the equity interests of United Centrifuge, LLC (“United”) as well as certain assets used in United’s business that were owned by related parties of United (collectively the “United Acquisition”). In connection with the United Acquisition, United merged with and into Aly Centrifuge Inc. (“Aly Centrifuge”), a wholly-owned subsidiary of Aly Energy. Aly Centrifuge operates within the solids control and fluids management sectors of the oilfield services and rental equipment industry, offering its customers the option of renting centrifuges and auxiliary solids control equipment without personnel or the option of paying for a full-service solids control package which includes operators on-site 24 hours a day.

Discontinued Operations

In July 2014, we acquired all of the issued and outstanding stock of Evolution Guidance Systems Inc. (“Evolution”), an operator of Measurement-While-Drilling (“MWD”) downhole tools. From July 2014 through October 2016, Evolution provided directional drilling and MWD services to a variety of exploration and production companies. On October 26, 2016, we abandoned these operations as a part of a restructuring transaction. The abandonment of these operations meets the criteria established for recognition as discontinued operations under generally accepted accounting principles in the United States of America (“U.S. GAAP”). Therefore, the financial results of our directional drilling and MWD services are presented as discontinued operations in the Company’s condensed consolidated financial statements. The results of the discontinued operations are included in the line item “Loss from discontinued operations, net of income taxes” on the condensed consolidated statements of operations for all periods presented. Cash flows from discontinued operations appear in the line items “Net cash provided by (used in) discontinued operations” on the condensed consolidated statements of cash flows. By December 31, 2016, the abandonment of these operations and sell-off of the assets was completed with approximately $0.2 million of remaining liabilities assumed by the continuing operations of the Company; accordingly, there was income or loss from discontinued operations during the nine months ending September 30, 2017.

Basis of Presentation

Aly Energy has three wholly-owned subsidiaries, Aly Operating Inc. (“Aly Operating”) of which Austin Chalk is a wholly-owned subsidiary, Aly Centrifuge and Evolution. We operate as one business segment which services customers within the United States.

The condensed consolidated financial statements have been prepared in conformity with U.S. GAAP and include the accounts of Aly Energy and each of its subsidiaries in the condensed consolidated balance sheets as of September 30, 2017 and December 31, 2016, the related condensed consolidated statements of operations for each of the three- and nine-month periods ended September 30, 2017 and 2016, stockholders’ equity (deficit) for the nine months ended September 30, 2017, and cash flows for each of the nine-month periods ended September 30, 2017 and 2016. All significant intercompany transactions and account balances have been eliminated upon consolidation.

Interim Financial Information

The condensed consolidated balance sheet as of December 31, 2016 has been derived from our audited financial statements and the unaudited condensed consolidated financial statements of the Company are prepared in conformity with U.S. GAAP for interim financial reporting. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. Therefore, these condensed consolidated financial statements should be read along with the annual audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. In management’s opinion, all adjustments necessary for a fair statement are reflected in the interim periods presented. Interim results for the three and nine months ended September 30, 2017 may not be indicative of results that will be realized for the full year ending December 31, 2017.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the amounts of revenue and expenses recognized during the reporting period. Areas where critical accounting estimates are made by management include:

• Allowance for doubtful accounts,

• Depreciation and amortization of property and equipment and intangible and other assets,

• Impairment of property and equipment, intangible and other assets, and goodwill,

• Litigation settlement accrual,

• Contingent payment liability,

• Share-based compensation, and

• Income taxes.

The Company analyzes its estimates based on historical experience and various other indicative assumptions that it believes to be reasonable under the circumstances. Under different assumptions or conditions, the actual results could differ, possibly materially from those previously estimated. Many of the conditions impacting these assumptions are outside of the Company’s control.

Reclassifications

Certain reclassifications have been made to prior period consolidated financial statements to conform to the current period presentations. These reclassifications had no effect on our consolidated financial position, results of operations or cash flows.

Subsequent Events

We conducted our subsequent events review through the date these condensed consolidated financial statements were filed with the U.S. Securities and Exchange Commission (“SEC”).

XML

RECENT DEVELOPMENTS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 2 - RECENT DEVELOPMENTS

Operational Restructuring

Our activity is tied directly to the rig count and, even though we instituted significant cost cutting measures beginning in 2015, we were unable to cut costs enough to match the decline in our business. As a result, as of December 31, 2015, we were in default of our credit agreement with Wells Fargo Bank, National Association (“Wells Fargo”).

Throughout 2015, in an effort to mitigate the significant declines in pricing and utilization of our equipment, we committed to a reorganization initiative to strengthen our sales and marketing efforts, consolidate support functions, and operate more efficiently. The reorganization effort included, but was not limited to, training our salesforce to enable the cross-selling of our product lines in certain geographical markets, sharing a common support services infrastructure across all reporting units, reducing headcount and wage rates, and rebranding and launching a new web site to increase awareness of our service lines. We recognized some benefit from these measures in late 2015 resulting in increased gross margins and lower selling, general and administrative expenses when compared to the first half of 2015.

During the year ended December 31, 2016, we entered into a series of forbearance agreements with our lender. Under the forbearance agreements, among other provisions, the lenders agreed to forbear from exercising their remedies under the credit agreement. These forbearance agreements permitted us to operate within the parameters of our normal course of business despite the continuing default under the credit agreement. Without these forbearance agreements, our outstanding debt would have been immediately due and payable. Throughout 2016, we remained in default and we did not have sufficient liquidity to repay all of the outstanding debt to the lender at any point during the year ($20.1 million as of December 31, 2015). As such, we may have been forced to file for protection under Chapter 11 of the U.S. Bankruptcy Code.

In early 2016, we were hopeful that a successful operational restructuring would facilitate negotiations to modify the terms of our existing credit facility with Wells Fargo. Our operational restructuring in 2016 consisted of severe cost cuts which were incremental to the year-over-year cost cuts already achieved in 2015 when compared to 2014. In 2016, significant cost savings were primarily generated by:

• reductions of our employee base, both field employees and sales and administrative employees, to a headcount of approximately 50 as of December 31, 2016 from approximately 125 as of December 31, 2015,

• reduction in employer contributions to employee benefits,

• closures of certain operating yards and administrative facilities,

• strategic decision to cease operations in the northeast which resulted in the reduction of costs related to operating in an incremental market,

• modifications to insurance policies, including general liability and workers’ compensation policies, resulting in a $0.5 million or 15.5% reduction in the cost of insurance to $0.6 million for the year ended December 31, 2016 from $1.1 million for the year ended December 31, 2015,

• minimization of repair and maintenance activities, resulting in a $0.4 million or 50.0% reduction of repair and maintenance expenses to $0.4 million for the year ended December 31, 2016 from $0.8 million for the year ended December 31, 2015, and

• elimination of investments in equipment, unless required to service an existing customer, resulting in a reduction of capital expenditures to $0.4 million for the year ended December 31, 2016 from $2.5 million for the year ended December 31, 2015.

We also achieved significant cost savings from the decrease in third party costs, such as sub-rental equipment and trucking, and other variable costs which declined with the decrease in activity.

In order to further support our working capital needs, we identified and sold idle and underutilized assets. During 2016, we realized aggregate proceeds from sales of approximately $0.8 million of which $0.5 million and $0.3 million was used to fund working capital needs and pay down debt, respectively.

Capital Restructuring

Despite our successful operational restructuring efforts, particularly during the first half of 2016, the decline in our activity levels and the declines in customer pricing outpaced the impact of our cost reductions and it became evident that a capital restructuring would also be necessary to continue operations and position our business for an industry turnaround.

In the second quarter of 2016, certain of the Company’s principal stockholders (“Shareholder Group”) began negotiations with Wells Fargo with the objective of consummating a recapitalization transaction (the “Recapitalization”) whereby our obligations under the credit agreement and the outstanding capital leases in favor of Wells Fargo’s equipment finance affiliate and certain other obligations of Aly Energy (collectively the “Aly Senior Obligations”) would be restructured. In August 2016, the Shareholder Group was introduced to a third party, Tiger Finance, LLC (“Tiger”), to provide bridge financing and to extend forbearance until such date as sufficient capital could be raised to complete the Recapitalization.

In September 2016, the Shareholder Group formed Permian Pelican, LLC (“Pelican”) with the objective of raising capital and executing the steps necessary to complete the restructuring, inclusive of successfully effecting the exchange of the Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Effective January 31, 2017, the Recapitalization was completed through the execution and delivery of a Securities Exchange Agreement and a Second Amended and Restated Credit Agreement, and, as a result, the new credit facility, now with Pelican, consisted of a term loan of $5.1 million and a revolving facility of up to $1.0 million as of January 31, 2017. Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (receivables less than 90 days old). See further discussion in “Note 3 – Recapitalization”.

Subsequent to the Recapitalization, we entered into several further amendments to capitalize on improved market conditions and increased activity in our business:

• Amendment No. 1, effective March 1, 2017, provided for a delayed draw term loan to be added to the credit facility for the purpose of financing capital expenditures. The agreement permitted us to draw on the delayed draw term loan from time-to-time up until the maturity date of the facility in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

• Amendment No. 2, effective May 23, 2017, increased the maximum revolving credit amount from $1.0 million to $1.8 million and extended the final maturity date of the facility to December 31, 2019. In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican, the lender, as an amendment fee, 1,200 shares of our Series A convertible preferred stock. See further discussion in “Note 7 – Controlling Shareholder and Other Related Party Transactions”.

• Amendment No. 3, effective June 15, 2017, modified maximum potential borrowings under each of the revolving credit facility and the delayed draw term loan without changing the aggregate available borrowings under the credit facility. The amendment reduced the maximum revolving credit amount from $1.8 million to $1.0 million and increased the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

To the extent there is free cash flow as defined in the credit agreement, principal payments of 50% of such free cash flow are due annually. The maturity date of all remaining outstanding balances under the credit facility is December 31, 2019.

The obligations under the credit facility are guaranteed by all of our subsidiaries and secured by substantially all of our assets. The credit agreement contains customary events of default and covenants including restrictions on our ability to incur additional indebtedness, make capital expenditures, pay dividends or make other distributions, grant liens and sell assets. The credit facility does not include any financial covenants. We are in full compliance with the credit facility as of September 30, 2017.

As of September 30, 2017, there were outstanding borrowings of $5.0 million, $0.8 million, and $0.4 million on the term loan, revolving credit facility, and delayed draw term loan, respectively. As of September 30, 2017, we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Severance Expense – Operational Restructuring

During 2016 and 2015, the Company recorded $0.5 million and $0.3 million, respectively, in charges relating to severance due to the significant downturn in the industry. The accrued severance liability balance of $0.7 million as of December 31, 2016 was reduced to $0.5 million as a result of the settlement of certain obligations during the three months ended September 30, 2017. There have been no incremental severance charges during 2017.

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RECAPITALIZATION

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 3 - RECAPITALIZATION

Summary

To complete the transaction, the Company’s directors and principal stockholders formed and organized Pelican. Pursuant to the Recapitalization, Pelican agreed to acquire the Aly Senior Obligations, provided the Company was successful in effecting the exchange of the Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

The Recapitalization consisted of three restructuring events which took place in the period beginning October 26, 2016 and ending on January 31, 2017. The first two restructuring events occurred before January 1, 2017 and any impact is presented in the Company’s historical consolidated financial statements for the year ended December 31, 2016. Below is a description of each event:

The first restructuring event occurred on October 26, 2016 when Tiger acquired the Aly Senior Obligations from Wells Fargo and its equipment affiliate. Simultaneously, Tiger entered into an assignment agreement with Pelican whereby it agreed to sell the Aly Senior Obligations to Pelican on the conditions that (i) Pelican provide $0.5 million of unsecured working capital financing to the Company pending the closing and (ii) the Company transfer to Tiger (in consideration of Tiger’s reduction of the Aly Senior Obligations in the amount of $2.0 million) certain excess equipment and vehicles which the Company was not utilizing and considered unnecessary for its continuing operations.

As a result of the above, we transferred property and equipment with an estimated fair value of $2.6 million, inclusive of $0.4 million of assets associated with discontinued operations, to Tiger and recognized a corresponding reduction in the Aly Senior Obligations of $2.0 million and debt modification fee of $0.6 million. Property and equipment transferred had an aggregate net book value of $18.6 million resulting in our recording an impairment charge of $16.0 million, inclusive of a $0.4 million impairment associated with discontinued operations. As part of this transaction and upon satisfaction of such conditions, Tiger extended the forbearance period to December 9, 2016.

The second restructuring event occurred on December 12, 2016 when Pelican acquired the Aly Senior Obligations from Tiger. As the new holder of the Aly Senior Obligations, Pelican further extended the forbearance period for the obligations to January 31, 2017, provided the Company was successful in completing the third and final restructuring event on or before such date.

Effective January 31, 2017, the final restructuring event occurred and the Recapitalization was completed which resulted in the following:

• an exchange of certain of the Company’s outstanding obligations (namely, Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt and its contingent payment liability) for approximately 10% of our common stock, or 7,111,981 common shares, on a fully diluted basis;

• an exchange of certain amendments to the Aly Senior Obligations (namely, a $16.1 million principal reduction, removal of restrictive covenants and extended maturity of payment obligations) for shares of our Series A convertible preferred stock which represents approximately 80% of our common stock, or 53,628,842 common shares, on a fully diluted basis (liquidation preference of $16.1 million or $1,000 per share); and

• the formation of a new credit agreement with Pelican (consisting of a $5.1 million term loan and $1.0 million revolving credit facility) with an extended maturity date of December 31, 2018.

The Recapitalization had a significant impact to our capital structure and to our consolidated financial statements and there was a significant dilutive effect to those shareholders who held common stock immediately before the transaction was completed. The Recapitalization has been accounted for in accordance with ASC 470, including (i) the exchange of debt and equity securities accounted for as a troubled debt restructuring and (ii) the issuance of preferred shares in exchange for the extinguishment of debt and other liabilities and for the issuance of a new credit facility.

Troubled Debt Restructuring

Except for the Pelican exchange, each exchange was accounted for as a troubled debt restructuring (“TDR”) since an equity interest in the Company was issued to fully satisfy each debt. A gain on TDR is recognized for the excess of the carrying amount of the debt over the fair value of each equity interest granted. The impact of the Recapitalization includes a “gain on the extinguishment of debt and other liabilities” from the debtors of Aly Centrifuge subordinated debt and the contingent payment liability and a “gain on the extinguishment of redeemable preferred stock” from the holders of Aly Operating redeemable preferred stock and Aly Centrifuge redeemable preferred stock. The share price of common stock as of January 31, 2017 of $0.12 per share was used as the basis of fair value for each equity interested granted.

The impact of the TDR is as follows:

Extinguishment of Debt and Other Liabilities. The exchange of subordinated debt and contingent payment liability for common stock resulted in a gain of $2.4 million, or $0.36 per share, on the condensed consolidated statement of operations and was recorded as an “Issuance of common stock in exchange for the extinguishment of debt and other liabilities” on the condensed consolidated statement of changes in stockholders’ equity (deficit). The table below summarizes stock issued and the resulting gain for each extinguishment:

Gain on the Extinguishment of Debt and Other Liabilities
Debt and Other Obligations Extinguished	Common Stock Issued		Gain Included in Other Expense (Income)
Subordinated Debt and accrued interest of $1.5 million and $0.3 million, respectively		1,200,000	$1.6 million
Contingent payment liability of $0.8 million		457,494	$0.8 million

Extinguishment of Redeemable Preferred Stock. Represents the exchange of Aly Operating redeemable preferred stock and Aly Centrifuge redeemable preferred stock for common stock resulting in a gain of $14.4 million, or $2.14 per share, and recorded as an “Issuance of common stock in exchange for the extinguishment of redeemable preferred stock” on the condensed consolidated statement of changes in stockholders’ equity (deficit). The table below summarizes stock issued and the resulting gain for each extinguishment:

Gain on the Extinguishment of Redeemable Preferred Stock
Redeemable Preferred Stock and Other Obligations	Common Stock Issued		Gain Included in Additional Paid-in-Capital
Aly Centifuge preferred and accrued dividends of $8.9 million and $1.2 million, respectively		3,039,517	$9.8 million
Aly Operating preferred and accrued dividends of $4.0 million and $0.9 million, respectively		2,414,971	$4.6 million

On January 31, 2017, we issued 7,111,981 shares of our common stock to the former holders of Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, Aly Centrifuge subordinated debt, and liability for contingent payment in exchange for the above mentioned extinguishments in connection with our TDR.

Credit Facility Restructuring

Given the nature of the related party relationship between the Company and Pelican, the extinguishment of our Aly Senior Obligations was accounted for as a capital transaction whereby we issued Series A convertible preferred stock in exchange for the extinguishment of our Aly Senior Obligations and the issuance of a new credit facility which resulted in a gain on the extinguishment of debt and other liabilities calculated as the amount above the estimated fair value of the equity interest granted. The share price of common stock as of January 31, 2017 of $0.12 per share was used as the basis of fair value for the equity interested granted.

The impact of the exchange and extinguishment of our Aly Senior Obligations is as follows:

Old Credit Facility. The partial extinguishment and exchange of our Aly Senior Obligations ($16.1 million principal reduction) for shares of our Series A convertible preferred stock resulted in a gain of $9.7 million which is recorded as an “Issuance of preferred shares in exchange for the extinguishment of debt and other liabilities - Pelican” on the condensed consolidated statement of changes in stockholders’ equity (deficit). The components of the Aly Senior Obligations are as follows (in thousands):

Aly Senior Obligations as of January 31, 2017
Debt and Other Obligations Extinguished	Amount
Credit facility	$	17,772
Accrued fees and interest on credit facility		1,414
Capital lease obligations		1,930
Accrued interest on capital lease obligations		26
Line of Credit - Pelican		500
Total	$	21,642

New Credit Facility. Our new credit agreement with Pelican consists of a $5.1 million term loan and $1.0 million revolving credit facility ($5.1 million and $0.5 million outstanding as of January 31, 2017) completing the full extinguishment of our old credit facility.

On January 31, 2017, we issued 16,092 shares of our Series A convertible preferred stock to Pelican in exchange for the above mentioned $16.1 million reduction of the Aly Senior Obligations.

Professional Fees - Recapitalization

During 2016, we recorded $0.2 million of expenses for professionals engaged by our former lender, Wells Fargo, whom the Company was required to pay under the terms of our credit facility. On December 12, 2016, these fees were assumed by Pelican and, on January 31, 2017, included within the Aly Senior Obligations refinanced in connection with the Recapitalization. These fees are included in “Accrued interest and other – Pelican” on our consolidated balance sheet as of December 31, 2016.

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LONG-LIVED ASSETS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 4 - LONG-LIVED ASSETS

Property and Equipment

Major classifications of property and equipment are as follows (in thousands):

	September 30, 2017			December 31, 2016
	(unaudited)
Machinery and equipment	$	32,691		$	31,541
Vehicles, trucks and trailers		4,275			4,523
Office furniture, fixtures and equipment		547			544
Leasehold improvements		95			203
Buildings		212			212
		37,820			37,023
Less: Accumulated depreciation and amortization		(10,666	)		(8,807	)
		27,154			28,216
Assets not yet placed in service		53			10
Property and equipment, net	$	27,207		$	28,226

Depreciation and amortization expense related to property and equipment for the three months ended September 30, 2017 and 2016 was $0.7 million and $1.0 million, respectively. Depreciation and amortization expense related to property and equipment for the nine months ended September 30, 2017 and 2016 was $2.2 million and $3.1 million, respectively.

Repurchase of Assets - Recapitalization

In 2016, and as a part of the Recapitalization, we sold certain excess equipment and vehicles. In June 2017, we repurchased $0.3 million of certain equipment to be deployed and utilized for operations. Upon repurchase, the cost basis for these assets was recorded at the fair value for which they were sold in the transaction and, accordingly, there was no step-up in basis.

Intangible Assets

Intangible assets consist of the following (in thousands):

	Customer Relationships			Tradename			Non-Compete			Total
As of September 30, 2017 (unaudited):
Cost	$	5,323		$	2,174		$	492		$	7,989
Less: Accumulated amortization		(2,299	)		(912	)		(483	)		(3,694	)
Net book value	$	3,024		$	1,262		$	9		$	4,295
As of December 31, 2016:
Cost	$	5,323		$	2,174		$	492		$	7,989
Less: Accumulated amortization		(1,900	)		(749	)		(409	)		(3,058	)
Net book value	$	3,423		$	1,425		$	83		$	4,931

Total amortization expense for the three months ended September 30, 2017 and 2016 was approximately $0.2 million and $0.3 million, respectively. Total amortization expense for the nine months ended September 30, 2017 and 2016 was approximately $0.6 million and $1.1 million, respectively.

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LONG-TERM DEBT – PELICAN

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 5 - LONG-TERM DEBT – PELICAN

Line of Credit – Pelican

On October 26, 2016, we entered into an agreement with Tiger and Pelican, in conjunction with the Recapitalization transaction, requiring Pelican to provide a working capital line of credit of $0.5 million. As of December 31, 2016, there was $0.5 million outstanding under the line and no further availability to borrow under the line.

Borrowings under the line accrued interest at a rate of 5% per annum. The line was unsecured and had a maturity date of January 31, 2017.

On January 31, 2017, in conjunction with the Recapitalization transaction, the line matured, and the balance was aggregated with the Aly Senior Obligations in the new credit facility with Pelican.

Credit Facility - Pelican: Term Loan, Delayed Draw Term Loan, and Revolving Credit Facility

Effective October 26, 2016, our credit facility with Wells Fargo was included in the Aly Senior Obligations which were acquired by Tiger, then subsequently acquired on December 12, 2016 by Pelican. During this time, interest and ticking fees continued to accrue and there were no modifications to the components of the credit facility as a result of these transactions; however, a Fourth Limited Forbearance Agreement was executed with Pelican. The agreement extended the forbearance period to January 31, 2017, conditioned upon the Company using its best efforts to consummate a recapitalization plan, satisfactory to Pelican, that would, at a minimum, result in the conversion of Aly Operating redeemable preferred stock, Aly Centrifuge redeemable preferred stock, subordinated note payable, and contingent payment liability into common stock prior to January 31, 2017.

Effective January 31, 2017, the Recapitalization was completed, and the credit facility was amended in its entirety. The amended facility consisted of a term loan of $5.1 million and a revolving credit facility of up to $1.0 million (“Pelican Credit Facility”, as amended).

Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (less than 90 days old). Borrowings under the Pelican Credit Facility are subject to monthly interest payments at an annual base rate of the six-month LIBOR rate on the last day of the calendar month plus a margin of 3.0%. To the extent there is free cash flow, as defined in the credit agreement, principal payments of 50% of such free cash flow are due annually.

Subsequent to the Recapitalization, we entered into several further amendments to capitalize on improved market conditions and increased activity in our business:

• Amendment No. 1, effective March 1, 2017, provided for a delayed draw term loan to be added to the Pelican Credit Facility for the purpose of financing capital expenditures. The amendment permitted us to draw on an added delayed draw term loan from time-to-time up until December 31, 2018 in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

• Amendment No. 2, effective May 23, 2017, increased the maximum revolving credit amount from $1.0 million to $1.8 million and extended the final maturity date of the facility to December 31, 2019. In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican an amendment fee of 1,200 shares of our Series A convertible preferred stock. See further discussion in “Note 7 – Controlling Shareholder and Other Related Party Transactions”.

• Amendment No. 3, effective June 15, 2017, modified maximum potential borrowings under each of the revolving credit facility and the delayed draw term loan without changing the aggregate available borrowings under the credit facility. The amendment reduced the maximum revolving credit amount from $1.8 million to $1.0 million and increased the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

The obligations under the Pelican Credit Facility are guaranteed by all of our subsidiaries and secured by substantially all of our assets. The Pelican Credit Facility contains customary events of default and covenants including restrictions on our ability to incur additional indebtedness, pay dividends or make other distributions, grant liens and sell assets. The Pelican Credit Facility does not include any financial covenants. We are in full compliance with the credit facility as of September 30, 2017.

Under the Pelican Credit Facility, as of September 30, 2017, we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Equipment Financing and Capital Leases - Pelican

Effective December 12, 2016, Pelican acquired the Aly Senior Obligations which included $1.9 million of outstanding equipment financing and capital leases plus associated accrued interest.

On January 31, 2017, in connection with the Recapitalization, the Aly Senior Obligations, including the equipment financing and capital leases, were refinanced under the Pelican Credit Facility, see “Note 3 – Recapitalization”. Future borrowings required for equipment financing are likely to be funded through the delayed term loan included in the Pelican Credit Facility.

Long-term debt – Pelican consists of the following (in thousands):

	September 30, 2017				December 31, 2016
	Current		Long-Term		Current		Long-Term
	(unaudited)
Credit facility
Term loan	$	-	$	5,027	$	13,339	$	-
Revolving credit facility		-		750		-		-
Delayed draw term loan		-		350		4,433		-
Line of credit - Pelican		-		-		494		-
Equipment financing and capital leases		-		-		614		1,315
Total	$	-	$	6,127	$	18,880	$	1,315

Based on the beneficial impact of the Recapitalization on January 31, 2017, coupled with the Company’s current forecasts, cash-on-hand, cash flow from operations and borrowing capacity under the Pelican Credit Facility, the Company expects to have sufficient liquidity and capital resources to meet its obligations for at least the next twelve months; however, our forecasts are based on many factors outside the Company’s control. See further details at “Note 2 – Recent Developments” and“Note 3 – Recapitalization”.

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REDEEMABLE PREFERRED STOCK

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 6 - REDEEMABLE PREFERRED STOCK

Two of our subsidiaries had redeemable preferred stock outstanding as of December 31, 2016. Aly Operating issued redeemable preferred stock in connection with the acquisition of Austin Chalk (“Aly Operating Redeemable Preferred Stock”) and Aly Centrifuge issued redeemable preferred stock in connection with the United Acquisition (“Aly Centrifuge Redeemable Preferred Stock”).

On January 31, 2017, in connection with the Recapitalization, the Aly Operating Redeemable Preferred Stock, the Aly Centrifuge Redeemable Preferred Stock and all accrued dividends on such stock were converted into 5,454,487 shares of common stock.

Aly Operating Redeemable Preferred Stock

As part of the acquisition of Austin Chalk, Aly Operating agreed to issue up to 4 million shares of Aly Operating Redeemable Preferred Stock, with a par value of $0.01, to the seller, with a fair value and liquidation value of $3.8 million and $4.0 million, respectively. The preferred stock was valued as of the date of acquisition by discounting the sum of (i) the liquidation value at issuance and (ii) the future cumulative accrued dividends as of the date of optional redemption for a lack of marketability.

The Aly Operating Redeemable Preferred Stock was entitled to a cumulative paid-in-kind dividend of 5% per year on its liquidation preference, compounded quarterly. Aly Operating was not required to pay cash dividends.

The following table describes the changes in Aly Operating Redeemable Preferred Stock (in thousands, except for shares) for the nine months ended September 30, 2017:

	Carrying Value of Aly Operating Redeemable Preferred Stock			Number of Outstanding Aly Operating Redeemable Preferred Shares			Liquidation Value of Aly Operating Redeemable Preferred Stock
	(unaudited)
January 1, 2017	$	4,924			4,000,000		$	4,924
Accrued dividends		21			-			21
Exchange for common stock in connection with Recapitalization		(4,945	)		(4,000,000	)		(4,945	)
September 30, 2017	$	-			-		$	-

The Aly Operating Redeemable Preferred Stock was classified outside of permanent equity in our condensed consolidated balance sheet because the settlement provisions provided the holder the option to require Aly Operating to redeem the Aly Operating Redeemable Preferred Stock at the liquidation price plus any accrued dividends upon a liquidity event, as defined in the agreement, or upon an initial public offering, as defined in the agreement.

On January 31, 2017, the Aly Operating Redeemable Preferred Stock and all accrued dividends were converted into 2,414,971 shares of common stock in connection with the Recapitalization. This conversion was accounted for as a trouble debt restructuring, see further details in “Note 3 – Recapitalization”.

Aly Centrifuge Redeemable Preferred Stock

On April 15, 2014, as part of the United Acquisition, Aly Centrifuge issued 5,000 shares of Aly Centrifuge Redeemable Preferred Stock, with a par value of $0.01, to the sellers in the transaction, with a fair value and liquidation value of $5.1 million and $5.0 million, respectively. The preferred stock was valued as of the date of acquisition by discounting the sum of (i) the value of the preferred stock without a conversion option using the option pricing method and (ii) the value of the conversion option using the Black-Scholes option pricing model for a lack of marketability. In 2015, Aly Centrifuge asserted an indemnification claim of 124 shares against shares that were subject to an eighteen-month holdback for general indemnification purposes pursuant to the purchase agreement.

On August 15, 2014, in connection with a bulk equipment purchase, Aly Centrifuge issued an additional 4,000 shares of Aly Centrifuge Redeemable Preferred Stock, with a par value of $0.01, to the sellers in the transaction, with a fair value and liquidation value of $4.3 million and $4.0 million, respectively. The preferred stock was valued as of the date of the equipment purchase by discounting the sum of (i) the value of the preferred stock without a conversion option using the option pricing method and (ii) the value of the conversion option using the Black-Scholes option pricing model for a lack of marketability.

The Aly Centrifuge Redeemable Preferred Stock was entitled to a cumulative paid-in-kind dividend of 5% per year on its liquidation preference, compounded quarterly. Aly Centrifuge was not required to pay cash dividends.

The following table describes the changes in the Aly Centrifuge Redeemable Preferred Stock (in thousands, except for shares) for the nine months ended September 30, 2017:

	Carrying Value of Aly Centrifuge Redeemable Preferred Stock			Number of Outstanding Aly Centrifuge Redeemable Preferred Shares			Liquidation Value of Aly Centrifuge Redeemable Preferred Stock
	(unaudited)
January 1, 2017	$	10,080			8,876		$	10,080
Accrued dividends		42			-			42
Exchange for common stock in connection with Recapitalization		(10,122	)		(8,876	)		(10,122	)
September 30, 2017	$	-			-		$	-

The Aly Centrifuge Redeemable Preferred Stock was classified outside of permanent equity in our condensed consolidated balance sheet because the settlement provisions provided the holder the option to require Aly Centrifuge to redeem the Aly Centrifuge Redeemable Preferred Stock at the liquidation price plus any accrued dividends.

Aly Centrifuge Redeemable Preferred Stock also included a conversion feature; specifically, the right to exchange into shares of our common stock on any date, from time-to-time, at the option of the holder, into the number of shares equal to the quotient of (i) the sum of (A) the liquidation preference plus (B) an amount per share equal to accrued but unpaid dividends not previously added to the liquidation preference on such share of preferred stock, divided by (ii) 1,000, and (iii) multiplied by the exchange rate in effect at such time (“Conversion Feature”). The exchange rate in effect as of December 31, 2016 was 71.4285 or $14.00 per share of our common stock.

On January 31, 2017, the Aly Centrifuge Redeemable Preferred Stock and all accrued dividends were converted into 3,039,516 shares of common stock in connection with the Recapitalization; however, the shares were not converted according to the terms of the Conversion Feature but instead the conversion rate was negotiated independently as a part of the Recapitalization. This conversion was accounted for as a trouble debt restructuring, see further details in “Note 3 – Recapitalization”.

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CONTROLLING SHAREHOLDER AND RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 7 - CONTROLLING SHAREHOLDER AND RELATED PARTY TRANSACTIONS

From time-to-time, the Company engages in business transactions with its controlling shareholder, Pelican, and other related parties.

Controlling Shareholder – Pelican

On December 12, 2016, Pelican purchased our Aly Senior Obligations from Tiger for $5.1 million as a part of the Recapitalization. Effective January 31, 2017, the Recapitalization was completed and resulted in the following:

• Pelican’s contribution of approximately $16.1 million of the Aly Senior Obligations into shares of Series A convertible preferred stock that represents approximately 80% of our common stock, or 53,628,842 common shares, on a fully diluted basis. The preferred shares carry a liquidation preference of $1,000 per share or $16.1 million upon issuance.

• Amendment of the Company’s credit agreement acquired by Pelican into a new credit agreement (consisting of a $5.1 million term loan and $1.0 million revolving credit arrangement) with an extended maturity date of December 31, 2018.

On January 31, 2017 upon completion of the Recapitalization, Pelican had the power to vote the substantial majority of the Company’s outstanding common stock. Currently six of our board members and all four of our executive officers hold an ownership interest in Pelican.

On May 23, 2017 and in consideration of the increase in the revolving credit facility and the extension of the maturity date of December 31, 2019, the Company agreed to issue Pelican an amendment fee of 1,200 shares of our Series A convertible preferred stock. Given the nature of the related party relationship between the Company and Pelican, the debt modification fee was accounted for as a capital transaction whereby we issued Series A convertible preferred stock in exchange for the modification of our Pelican Credit Facility which resulted in a debt modification fee equal to the estimated fair value of the equity interest granted. The share price of common stock as of May 23, 2017 of $0.08 per share was used as the basis of fair value for the equity interested granted. The debt modification fee is included in “Interest expense – Pelican” on the condensed consolidated statement of operations recorded as an “Issuance of preferred shares in exchange for the amendment to credit facility - Pelican” on the condensed consolidated statement of changes in stockholders’ equity (deficit).

See further details at “Note 2 – Recent Developments” and“Note 3 – Recapitalization”.

Other Related Party Transactions

One of our directors, Tim Pirie, appointed March 3, 2015, was one of the sellers of United to us in April 2014. Part of the acquisition price was payable in contingent consideration of which $0.9 million was paid in 2015. Of that amount, approximately $0.1 million was allocable to Mr. Pirie. We did not make any contingent payments during 2016. As of December 31, 2016, we estimated the fair value of future payments to be $0.8 million. On January 31, 2017, in connection with the Recapitalization, the aggregate contingent payment liability was converted into 457,494 shares of the Company’s common stock, of which Mr. Pirie controls all of the voting rights to 326,834 shares. See further discussion in “Note 2 – Recent Developments” and“Note 3 – Recapitalization”.

As part of the acquisition price of United, the sellers also received Aly Centrifuge Redeemable Preferred Stock. On January 31, 2017, the outstanding Aly Centrifuge Redeemable Preferred Stock and accrued dividends were converted into 3,039,516 shares of the Company’s common stock of which Mr. Pirie controls all of the voting rights to 593,815 shares. See further discussion in “Note 2 – Recent Developments”, “Note 3 – Recapitalization” and “Note 6 – Redeemable Preferred Stock (Aly Centrifuge Redeemable Preferred Stock)”.

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EARNINGS PER SHARE

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 8 - EARNINGS PER SHARE

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share is computed in the same manner as basic earnings per share except that the denominator is increased to include the number of additional shares of common stock that could have been outstanding assuming the exercise of outstanding stock options and restricted stock or other convertible instruments, as appropriate.

For the three months ended September 30, 2017 and 2016 and for the nine months ended September 30, 2016, the effect of incremental shares is antidilutive so the diluted earnings per share will be the same as the basic earnings per share. The calculations of basic and diluted earnings per share for the nine months ended September 30, 2017 is shown below (in thousands, except for shares):

	For the Nine Months Ended September 30,				For the Nine Months Ended September 30,
	2017				2017
	(unaudited)				(unaudited)
Numerator:				Denominator: (1)
Net income from continuing operations	$	508		Weighted average shares used in basic earnings per share		13,011,207
Less: Aly Operating Redeemable Preferred Stock dividends		(21	)	Effect of dilutive shares:
Numerator for diluted earnings per share - continuing operations		487		Aly Centrifuge Redeemable Preferred Stock (2)		71,993
Less: Loss from discontinued operations, net of income taxes		-		Series A Convertible Preferred Stock		49,443,487
Numerator for diluted earnings per share		487		Stock options		7,597,123
				Weighted average shares used in diluted earnings per share		70,123,810
Numerator for diluted earnings per share - continuing operations		487
Less: Aly Centrifuge Redeemable Preferred Stock dividends		(42	)	Basic earnings per share - continuing operations	$	0.03
Numerator for basic earnings per share - continuing operations		445		Basic earnings per share - discontinued operations	$	-
Less: Loss from discontinued operations, net of income taxes		-		Diluted earnings per share - continuing operations	$	0.01
Numerator for basic earnings per share	$	445		Diluted earnings per share - discontinued operations	$	-

__________

⁽¹⁾ The exchange of Aly Operating Redeemable Preferred Stock into common shares is not considered within the calculation of the numerator or denominator of diluted earnings per share because, during the month ended January 31, 2017, the Aly Operating Redeemable Preferred Stock was not exchangeable into common shares. In connection with the Recapitalization, the Aly Operating Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017. Unvested stock options are not considered within the calculation of the denominator of diluted earnings per share because the vest upon the occurrence of certain events which may or may not occur.

⁽²⁾ During the month ended January 31, 2017, the Aly Centrifuge Redeemable Preferred Stock was convertible into 634,000 shares. In connection with the Recapitalization, the Aly Centrifuge Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017. See further discussion in “Note 3 – Recapitalization” and “Note 6 – Redeemable Preferred Stock (Aly Centrifuge Redeemable Preferred Stock)”.

Securities excluded from the computation of basic and diluted earnings per share are shown below:

	For the Nine Months Ended
	September 30, 2017
	(unaudited)
Unvested stock options (1)		235,094
Aly Operating Redeemable Preferred Stock (2)		-

________

⁽¹⁾ The stock options vest upon the occurrence of certain events as defined in the Omnibus Incentive Plan. As of September 30, 2017, the stock options were unvested.

(2) Prior to January 31, 2017, the Aly Operating Redeemable Preferred Stock was exchangeable only upon the occurrence of certain events, as defined in the Aly Operating Redeemable Preferred Stock Agreement. Upon occurrence of such events, the Aly Operating Redeemable Preferred Stock could have been, at the holder’s option, converted into common shares. The conversion ratio, determined by a calculation defined in the agreement of which the components included trailing twelve-month financial performance and magnitude of investment in new equipment, remained undeterminable until an event would cause the Aly Operating Redeemable Preferred Stock to become exchangeable. In connection with the Recapitalization, the Aly Operating Redeemable Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017.

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STOCK-BASED COMPENSATION

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 9 - STOCK-BASED COMPENSATION

Stock Options

Effective April 4, 2017, the 2017 Stock Option Plan (the “2017 Plan”) was approved by the board of directors. On May 30, we granted approximately 16.9 million common shares under the 2017 Plan which was the maximum amount authorized. The option contract term is 10 years and the exercise price is $0.10. The options vested and became exercisable immediately upon grant. The fair value of the award was estimated using a Black-Scholes fair value model. The valuation of stock options requires us to estimate the expected term of award, which was estimated using the simplified method, as the Company does not have sufficient historical exercise information. Additionally, the valuation of stock option awards is also dependent on historical stock price volatility. In view of our being listed on the Over-the-Counter Bulletin Board, volatility was calculated based on historical stock price volatility of the Company’s peer group. As a result, we recorded share-based compensation of $0.6 million for the full value of the grant as a component of selling, general and administrative expenses during the nine months ended September 30, 2017.

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SUPPLEMENTAL CASH FLOW INFORMATION

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 10 - SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flows and non-cash investing and financing activities are as follows (in thousands):

	For the Nine Months Ended September 30,
	2017		2016
	(unaudited)
Supplemental disclosure of cash flow information:
Cash paid for interest	$	156	$	835
Cash paid for interest - discontinued operations		-		1
Cash paid for income taxes, net		50		5
Non-cash investing and financing activities:
Accretion of preferred stock liquidation preference, net	$	-	$	94
Paid-in-kind dividends on preferred stock		63		542
Returned equipment to lessor in exchange for release from capital lease obligation		91		-
Principal payments financed through disposition of assets		23		-
Extinguishment of redeemable preferred stock in exchange for common stock in connection with Recapitalization		15,036		-
Extinguishment of debt and other liabilities - Pelican in exchange for Series A convertible preferred stock		16,092		-

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NEW ACCOUNTING STANDARDS

9 Months Ended

Sep. 30, 2017

Notes to Financial Statements

NOTE 11 - NEW ACCOUNTING STANDARDS

Accounting Standards Recently Adopted

In January 2017, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) 2017-04, Intangibles- Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The amendments eliminate Step 2 from the goodwill impairment test. The annual or interim goodwill impairment test is performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. The amendments should be applied on a prospective basis. The new standard is effective for the Company on January 1, 2020. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted the accounting guidance as of January 1, 2017. The newly adopted accounting principle is preferable because it reduces the cost and complexity of evaluating goodwill for impairment. The adoption of this ASU did not have a material impact on the Company’s condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-03, Accounting Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures (Topic 323): Amendments to SEC Paragraphs Pursuant to Staff Announcements at the September 22, 2016 and November 17, 2016 EITF Meetings (SEC Update). Among other things, this ASU incorporates into the FASB ASC Topic 250, SEC guidance about disclosing, under SEC SAB Topic 11.M, the effect on the financial statements of recently issued accounting standards when adopted, and specifically for ASU 2014-09, ASU 2016-02, and ASU 2016-03. If a registrant does not know or cannot reasonably estimate the impact of adoption of the above standards, the SEC staff expects the registrant to make a statement to that effect. Consistent with SAB Topic 11.M, the SEC staff also expects the registrant to provide qualitative disclosures to help users assess the significance the adoption will have on the financial statements. Other than our continued assessment of ASU 2014-09 through the date of adoption, the adoption of ASU 2017-03 did not have an impact on our financial statements.

In November 2016, the FASB issued ASU No. 2016-18 Statement of Cash Flows (Topic 230), Restricted Cash. This standard provides guidance on the presentation of restricted cash and restricted cash equivalents in the statement of cash flows. Restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period amounts shown on the statements of cash flows. The amendments of this ASU should be applied using a retrospective transition method and are effective for reporting periods beginning after December 15, 2017, with early adoption permitted. Other than the revised statement of cash flows presentation of restricted cash, the adoption of ASU 2016-18 did not have an impact on our consolidated financial statements.

In March 2016, the FASB Issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. The updated guidance changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The Company will adopt the accounting guidance as of January 1, 2017. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements.

In November 2015, the FASB issued ASU 2015-17, Income Taxes: Balance Sheet Classification of Deferred Taxes, which eliminates the existing requirement for organizations to present deferred tax assets and liabilities as current and noncurrent in a classified balance sheet and now requires that all deferred tax assets and liabilities be classified as noncurrent. The ASU is effective for annual periods beginning after December 15, 2016, with early application permitted. We elected to early adopt the provisions of this ASU and classified our deferred tax balances as a non-current liability as of December 31, 2016 and 2015. The adoption has no effect on net income or cash flows.

In September 2015, the FASB issued ASU 2015-16, Business Combinations: Simplifying the Accounting for Measurement-Period Adjustments, which requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The amendments in the ASU require that the acquirer record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The amendments are effective for annual reporting periods beginning after December 15, 2015. The adoption of ASU 2015-16 did not have an impact on our financial condition or results of operations.

In August 2015, the FASB issued ASU 2015-15, Interest - Imputation of Interest: Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements, which adds comments from the Securities and Exchange Commission (SEC) addressing ASU 2015-03, as discussed above, and debt issuance costs related to line-of-credit arrangements. The SEC commented it would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. We adopted ASU 2015-15 in connection with our adoption of ASU 2015-03 effective January 1, 2016. The adoption of ASU 2015-15 did not have an impact on our financial condition or results of operations.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in the ASU change the balance sheet presentation requirements for debt issuance costs by requiring them to be presented as a direct reduction to the carrying amount of the related debt liability. The amendments are effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. Transitioning to the new guidance requires retrospective application. We implemented the required change to the presentation of our debt issuance costs in the first quarter of fiscal year 2016, as expected such change did not have a material impact to our consolidated financial statements.

In November 2014, the FASB issued ASU 2014-16, Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity, which clarifies how to evaluate the economic characteristics and risks of a host contract in a hybrid financial instrument that is issued in the form of a share. Specifically, the ASU requires that an entity consider all relevant terms and features in evaluating the nature of the host contract and clarifies that the nature of the host contract depends upon the economic characteristics and the risks of the entire hybrid financial instrument. An entity should assess the substance of the relevant terms and features, including the relative strength of the debt-like or equity-like terms and features given the facts and circumstances, when considering how to weight those terms and features. The adoption of ASU 2014-16 did not have an impact on our financial condition or results of operations.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which defines management’s responsibility to evaluate whether there is substantial doubt about the company’s ability to continue as a going concern and provides guidance on the related footnote disclosure. Management should evaluate whether there are conditions or events that raise substantial doubt about the company’s ability to continue as a going concern within one year after the date the annual or interim financial statements are issued. We adopted these provisions in the first quarter of 2016 and will provide such disclosures as required if there are conditions and events that raise substantial doubt about our ability to continue as a going concern, as expected such change did not have a material impact to our consolidated financial statements.

In June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation — Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (a consensus of the FASB Emerging Issues Task Force). The guidance applies to all reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. For all entities, the amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The effective date is the same for both public business entities and all other entities. The adoption of ASU 2014-12 did not have an impact on our financial condition or results of operations.

Accounting Standards Not Yet Adopted

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. The guidance in this ASU applies to all entities that change the terms or conditions of a share-based payment award. The amendments provide clarity and reduce diversity in practice as well as cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to the modification of the terms and conditions of a share-based payment award. The amendments in ASU 2017-09 include guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. The new standard is effective for the Company beginning on January 1, 2018 and should be applied prospectively to awards modified on or after the adoption date. The Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. The amendments affect all companies and other reporting organizations that must determine whether they have acquired or sold a business. The amendments are intended to help companies and other organizations evaluate whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The amendments provide a more robust framework to use in determining when a set of assets and activities is a business. The new standard is effective for the Company beginning on January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements.

In December 2016, the FASB issued ASU 2016-19, Technical Corrections and Improvements, which makes minor corrections and clarifications that affect a wide variety of topics in the Accounting Standards Codification, including an amendment to ASC Topic 820, Fair Value Measurement, which clarifies the difference between a valuation approach and a valuation technique when applying the guidance of that Topic. The amendment also requires an entity to disclose when there has been a change in either or both a valuation approach and/or a valuation technique. The transition guidance for the ASC Topic 820 amendment must be applied prospectively because it could potentially involve the use of hindsight that includes fair value measurements. The new guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within those years. Early application is permitted for any fiscal year or interim period for which the entity’s financial statements have not yet been issued. We are currently evaluating the impact this ASU will have on the financial position or financial statement disclosures.

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The guidance in this ASU requires entities to recognize at the transaction date the income tax consequences of intercompany asset transfers other than inventory. The new standard is effective for the Company beginning on January 1, 2018. The Company is evaluating the effect that ASU 2016-16 will have on its condensed consolidated financial statements and related disclosures.

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230), Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force) (ASU 2016-15)”, that clarifies how entities should classify certain cash receipts and cash payments on the statement of cash flows. The guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance will be effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. Early adoption is permitted. The Company is evaluating the effect of ASU 2016-15 on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which will replace the existing lease guidance. The standard is intended to provide enhanced transparency and comparability by requiring lessees to record right-of-use assets and corresponding lease liabilities on the balance sheet. Additional disclosure requirements include qualitative disclosures along with specific quantitative disclosures with the objective of enabling users of financial statements to assess the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. The new standard is required to be applied with a modified retrospective approach to each prior reporting period presented. We are currently evaluating the standard to determine the impact of its adoption on the consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which will replace most existing revenue recognition guidance in GAAP and align GAAP more closely with International Financial Reporting Standards (IFRS). The objective of this ASU is to establish the principles to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue from contracts with customers. The core principle is to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.

Entities must apply a five-step process to (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2014-09 also mandates disclosure of sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The disclosure requirements include qualitative and quantitative information about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. ASU 2014-09 must be adopted using either a full retrospective method or a modified retrospective method. The new standard is effective for the Company beginning on January 1, 2018.

The Company is in the process of determining the impacts the new standard will have on its various revenue streams. The Company’s approach includes performing a detailed review of key contracts representative of the different businesses and comparing historical accounting policies and practices to the new accounting guidance. The Company does not incur significant contract costs. The Company’s services and rental contracts are primarily short-term in nature, and therefore, based on the initial assessment, the Company does not expect the adoption of this ASU to have a material impact on its condensed consolidated financial statements, other than the additional disclosure requirements. Remaining implementation matters include establishing new policies, procedures, controls, and quantifying any adoption date adjustments. The Company will adopt this standard on January 1, 2018 utilizing the modified retrospective method and elect to apply the revenue standard only to contracts that are not completed as of the date of initial application.

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RECAPITALIZATION (Tables)

9 Months Ended

Sep. 30, 2017

Recapitalization Tables

Extinguishment of Debt and Other Liabilities

Gain on the Extinguishment of Debt and Other Liabilities
Debt and Other Obligations Extinguished	Common Stock Issued		Gain Included in Other Expense (Income)
Subordinated Debt and accrued interest of $1.5 million and $0.3 million, respectively		1,200,000	$1.6 million
Contingent payment liability of $0.8 million		457,494	$0.8 million

Gain on the Extinguishment of Redeemable Preferred Stock

Gain on the Extinguishment of Redeemable Preferred Stock
Redeemable Preferred Stock and Other Obligations	Common Stock Issued		Gain Included in Additional Paid-in-Capital
Aly Centifuge preferred and accrued dividends of $8.9 million and $1.2 million, respectively		3,039,517	$9.8 million
Aly Operating preferred and accrued dividends of $4.0 million and $0.9 million, respectively		2,414,971	$4.6 million

Exchange and extinguishment of our Aly Senior Obligations

Aly Senior Obligations as of January 31, 2017
Debt and Other Obligations Extinguished	Amount
Credit facility	$	17,772
Accrued fees and interest on credit facility		1,414
Capital lease obligations		1,930
Accrued interest on capital lease obligations		26
Line of Credit - Pelican		500
Total	$	21,642

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LONG-LIVED ASSETS (Tables)

9 Months Ended

Sep. 30, 2017

Long-lived Assets Tables

Property and equipment long-lived assets

	September 30, 2017			December 31, 2016
	(unaudited)
Machinery and equipment	$	32,691		$	31,541
Vehicles, trucks and trailers		4,275			4,523
Office furniture, fixtures and equipment		547			544
Leasehold improvements		95			203
Buildings		212			212
		37,820			37,023
Less: Accumulated depreciation and amortization		(10,666	)		(8,807	)
		27,154			28,216
Assets not yet placed in service		53			10
Property and equipment, net	$	27,207		$	28,226

Intangible Assets

	Customer Relationships			Tradename			Non-Compete			Total
As of September 30, 2017 (unaudited):
Cost	$	5,323		$	2,174		$	492		$	7,989
Less: Accumulated amortization		(2,299	)		(912	)		(483	)		(3,694	)
Net book value	$	3,024		$	1,262		$	9		$	4,295
As of December 31, 2016:
Cost	$	5,323		$	2,174		$	492		$	7,989
Less: Accumulated amortization		(1,900	)		(749	)		(409	)		(3,058	)
Net book value	$	3,423		$	1,425		$	83		$	4,931

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LONG-TERM DEBT - PELICAN (Tables)

9 Months Ended

Sep. 30, 2017

Long-term Debt - Pelican Tables

Long-term debt - Pelican

	September 30, 2017				December 31, 2016
	Current		Long-Term		Current		Long-Term
	(unaudited)
Credit facility
Term loan	$	-	$	5,027	$	13,339	$	-
Revolving credit facility		-		750		-		-
Delayed draw term loan		-		350		4,433		-
Line of credit - Pelican		-		-		494		-
Equipment financing and capital leases		-		-		614		1,315
Total	$	-	$	6,127	$	18,880	$	1,315

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REDEEMABLE PREFERRED STOCK (Tables)

9 Months Ended

Sep. 30, 2017

Redeemable Preferred Stock Tables

Changes in the Aly Operating Redeemable Preferred Stock

	Carrying Value of Aly Operating Redeemable Preferred Stock			Number of Outstanding Aly Operating Redeemable Preferred Shares			Liquidation Value of Aly Operating Redeemable Preferred Stock
	(unaudited)
January 1, 2017	$	4,924			4,000,000		$	4,924
Accrued dividends		21			-			21
Exchange for common stock in connection with Recapitalization		(4,945	)		(4,000,000	)		(4,945	)
September 30, 2017	$	-			-		$	-

Changes in the Aly Centrifuge Redeemable Preferred Stock

	Carrying Value of Aly Centrifuge Redeemable Preferred Stock			Number of Outstanding Aly Centrifuge Redeemable Preferred Shares			Liquidation Value of Aly Centrifuge Redeemable Preferred Stock
	(unaudited)
January 1, 2017	$	10,080			8,876		$	10,080
Accrued dividends		42			-			42
Exchange for common stock in connection with Recapitalization		(10,122	)		(8,876	)		(10,122	)
September 30, 2017	$	-			-		$	-

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EARNINGS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2017

Earnings Per Share Tables

Schedule of Earnings Per Share, Basic and Diluted

	For the Nine Months Ended September 30,				For the Nine Months Ended September 30,
	2017				2017
	(unaudited)				(unaudited)
Numerator:				Denominator: (1)
Net income from continuing operations	$	508		Weighted average shares used in basic earnings per share		13,011,207
Less: Aly Operating Redeemable Preferred Stock dividends		(21	)	Effect of dilutive shares:
Numerator for diluted earnings per share - continuing operations		487		Aly Centrifuge Redeemable Preferred Stock (2)		71,993
Less: Loss from discontinued operations, net of income taxes		-		Series A Convertible Preferred Stock		49,443,487
Numerator for diluted earnings per share		487		Stock options		7,597,123
				Weighted average shares used in diluted earnings per share		70,123,810
Numerator for diluted earnings per share - continuing operations		487
Less: Aly Centrifuge Redeemable Preferred Stock dividends		(42	)	Basic earnings per share - continuing operations	$	0.03
Numerator for basic earnings per share - continuing operations		445		Basic earnings per share - discontinued operations	$	-
Less: Loss from discontinued operations, net of income taxes		-		Diluted earnings per share - continuing operations	$	0.01
Numerator for basic earnings per share	$	445		Diluted earnings per share - discontinued operations	$	-

Securities excluded from the computation of basic and diluted earnings per share

	For the Nine Months Ended
	September 30, 2017
	(unaudited)
Unvested stock options (1)		235,094
Aly Operating Redeemable Preferred Stock (2)		-

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SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

9 Months Ended

Sep. 30, 2017

Supplemental Cash Flow Information Tables

SUPPLEMENTAL CASH FLOW INFORMATION

	For the Nine Months Ended September 30,
	2017		2016
	(unaudited)
Supplemental disclosure of cash flow information:
Cash paid for interest	$	156	$	835
Cash paid for interest - discontinued operations		-		1
Cash paid for income taxes, net		50		5
Non-cash investing and financing activities:
Accretion of preferred stock liquidation preference, net	$	-	$	94
Paid-in-kind dividends on preferred stock		63		542
Returned equipment to lessor in exchange for release from capital lease obligation		91		-
Principal payments financed through disposition of assets		23		-
Extinguishment of redeemable preferred stock in exchange for common stock in connection with Recapitalization		15,036		-
Extinguishment of debt and other liabilities - Pelican in exchange for Series A convertible preferred stock		16,092		-

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NATURE OF OPERATIONS AND BASIS OF PRESENTATION ( Details Narrative) $ in Thousands	1 Months Ended
	Dec. 31, 2016 USD ($)
Nature Of Operations And Basis Of Presentation Details Narrative
Sell-off of assets	$ 200

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RECENT DEVELOPMENTS (Details Narrative)
$ in Thousands

1 Months Ended

4 Months Ended

9 Months Ended

12 Months Ended

Jan. 31, 2017

USD ($)

Oct. 26, 2016

USD ($)

Sep. 30, 2016

Dec. 31, 2015

USD ($)

Number

Sep. 30, 2017

USD ($)

Sep. 30, 2017

USD ($)

Dec. 31, 2016

USD ($)

Number

Dec. 31, 2015

USD ($)

Number

Outstanding debt

$ 20,100

Number of employees | Number

125

50

125

General liability and workers compensation policies, Amount

$ 500

Insurance expense

$ 600

$ 1,100

Decrease in cost of insurance, percentage

15.50%

Repair and maintenance expense

$ 400

800

Decrease in repair and maintenance expenses

$ 400

Decrease in repair and maintenance expenses, percentage

50.00%

Reduction of capital expenditures

$ 400

2,500

Proceeds from sales of assets

800

Working capital fund

500

Repayment of debt

300

Contingent payment description

Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Severance Expense Operational Restructuring [Member]

Severance Expense

500

$ 300

Accrued severance liability

$ 500

$ 500

$ 700

Credit Facility [Member]

Credit facility description

we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Credit facility outstanding borrowing, Amount

$ 5,000

$ 5,000

Credit Facility [Member] | Amendment No.1 [Member] | March 1, 2017 [Member]

Amendment description

The amendment permitted us to draw on the delayed draw term loan from time-to-time up until the maturity date of the facility in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

Maturity date of credit facility

Dec. 31, 2018

Credit Facility [Member] | Amendment No.2 [Member] | May 23, 2017 [Member]

Amendment description

In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican, the lender, as an amendment fee, 1,200 shares of our Series A Convertible Preferred Stock.

Current revolving credit, Amount

1,000

$ 1,000

Maximum revolving credit, Amount

1,800

$ 1,800

Maturity date of credit facility

Dec. 31, 2019

Credit Facility [Member] | Amendment No.3 [Member] | June 15, 2017 [Member]

Amendment description

the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

Current revolving credit, Amount

1,000

$ 1,000

Maximum revolving credit, Amount

1,800

1,800

Revolving Credit Facility One[Member]

Credit facility outstanding borrowing, Amount

800

800

Revolving Credit Facility Two [Member]

Credit facility outstanding borrowing, Amount

$ 400

$ 400

LLC (Pelican) [Member]

Contingent payment description

Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Credit facility loan, Amount

$ 5,100

LLC (Pelican) [Member] | Credit Facility [Member]

Working capital fund

$ 500

Credit facility loan, Amount

$ 1,000

Credit facility description

Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (receivables less than 90 days old).

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RECAPITALIZATION (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Gain Included in Other Expense(Income) Debt and Other Obligations Extinguished			$ 2,387
Contingent Liability [Member]
Common stock issued for debt and other obligations extinguished			457,494
Gain Included in Other Expense(Income) Debt and Other Obligations Extinguished			$ 800
Subordinated Debt [Member]
Common stock issued for debt and other obligations extinguished			1,200,000
Gain Included in Other Expense(Income) Debt and Other Obligations Extinguished			$ 1,600

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RECAPITALIZATION (Details 1) $ in Thousands	9 Months Ended
	Sep. 30, 2017 USD ($) shares
Aly Centifuge [Member]
Common stock issued for redeemable preferred stock and other obligations | shares	3,039,517
Gain Included in Additional Paid-in-Capital on redeemable preferred stock and other obligations | $	$ 9,800
Aly Operating [Member]
Common stock issued for redeemable preferred stock and other obligations | shares	2,414,971
Gain Included in Additional Paid-in-Capital on redeemable preferred stock and other obligations | $	$ 4,600

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RECAPITALIZATION (Details 2) $ in Thousands	1 Months Ended
	Jan. 31, 2017 USD ($)
Debt and Other Obligations Extinguished	$ 21,642
Capital Lease [Member]
Debt and Other Obligations Extinguished	1,930
Accrued interest on capital lease obligations [Member]
Debt and Other Obligations Extinguished	26
Credit Facility [Member]
Debt and Other Obligations Extinguished	17,772
Accrued fees and interest on credit facility [Member]
Debt and Other Obligations Extinguished	1,414
Line of Credit - Pelican [Member]
Debt and Other Obligations Extinguished	$ 500

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RECAPITALIZATION (Details Narrative) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

9 Months Ended

12 Months Ended

Jan. 31, 2017

Oct. 26, 2016

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Sep. 30, 2017

Sep. 30, 2016

Dec. 31, 2016

Aug. 15, 2014

Apr. 15, 2014

Contingent payment description

Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Working capital fund

$ 500

Obligation amount

$ 2,000

$ 2,000

Property and equipment estimated fair value

2,600

2,600

Assets value associated with discontinued operation

400

400

Debt modification fee

600

Property and equipment aggregate net book value

$ 18,600

18,600

Assets impairment charge

16,000

Assets impairment charge of discontinued operation

$ 400

Common stock shares, issued

13,819,020

13,819,020

6,707,039

Shares issued price per share

$ 0.36

$ 0.36

Subordinated debt and contingent payment liability

$ 2,400

$ 2,400

Gains losses on extinguishment of debt

2,387

Accrued interest

$ 300

Aly Centifuge preferred stock

$ 1,200

Aly Operating preferred stock

$ 900

Preferred stock, issued shares

0

0

0

Expenses for professionals engaged

$ 200

Aly Centrifuge Redeemable Preferred Stock [Member]

Shares issued price per share

$ 2.14

$ 2.14

Gains losses on extinguishment of debt

$ 14,400

Preferred stock, issued shares

4,000

5,000

Aly Senior Obligations [Member]

Common stock, percentage

10.00%

Common stock shares, issued

7,111,981

Shares issued price per share

$ 0.12

Credit Facility [Member]

Credit facility outstanding borrowing, Amount

$ 5,000

5,000

LLC (Pelican) [Member]

Contingent payment description

Aly Centrifuge subordinated debt and liability for a contingent payment into approximately 10% of our common stock on a fully diluted basis.

Credit facility loan, Amount

$ 5,100

LLC (Pelican) [Member] | New credit agreement [Member]

Credit facility loan, Amount

$ 5,100

Maturity date of credit facility

Dec. 31, 2018

LLC (Pelican) [Member] | Credit Facility [Member]

Working capital fund

$ 500

Credit facility loan, Amount

$ 1,000

LLC (Pelican) [Member] | Credit Facility [Member] | New credit agreement [Member]

Credit facility loan, Amount

$ 1,000

5,100

Maturity date of credit facility

Dec. 31, 2018

Credit facility outstanding borrowing, Amount

$ 500

500

Tiger [Member] | Aly Senior Obligations [Member]

Obligation amount

$ 2,000

Preferred Stock, Liquidation Preference Per Share

$ 1,000

Maturity date of credit facility

Dec. 31, 2018

Series A Preferred Stock [Member]

Preferred stock, issued shares

16,092

Series A Preferred Stock [Member] | Aly Senior Obligations [Member]

Common stock, percentage

80.00%

Common stock shares, issued

53,628,842

Principal reduction, Amount

$ 16,100

Preferred Stock, Liquidation Preference Per Share

$ 1,000

Series A Preferred Stock [Member] | Aly Senior Obligations [Member]

Principal reduction, Amount

16,100

Gains losses on extinguishment of debt

$ 9,700

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LONG-LIVED ASSETS (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Property plant and equipment gross	$ 37,820	$ 37,023
Accumulated depreciation and amortization	(10,666)	(8,807)
Property and equipment, net of depreciation and amortization	27,154	28,216
Assets not yet placed in service	53	10
Property and equipment, net	27,207	28,226
Machinery and equipment [Member]
Property plant and equipment gross	32,691	31,541
Vehicles trucks & trailers [Member
Property plant and equipment gross	4,275	4,523
Office furniture, fixtures and equipment [Member]
Property plant and equipment gross	547	544
Leasehold improvements [Member]
Property plant and equipment gross	95	203
Building [Member]
Property plant and equipment gross	$ 212	$ 212

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LONG-LIVED ASSETS (Details 1) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Cost	$ 7,989	$ 7,989
Less: Accumulated amortization	(3,694)	(3,058)
Net book value	4,295	4,931
Customer Relationships [Member]
Cost	5,323	5,323
Less: Accumulated amortization	(2,299)	(1,900)
Net book value	3,024	3,423
Tradename [Member]
Cost	2,174	2,174
Less: Accumulated amortization	(912)	(749)
Net book value	1,262	1,425
Non-Compete [Member]
Cost	492	492
Less: Accumulated amortization	(483)	(409)
Net book value	$ 9	$ 83

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LONG-LIVED ASSETS (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Depreciation and amortization expense			$ 2,793	$ 4,162
Amortization expense	$ 200	$ 300	600	1,100
Repurchased of equipment			300
Property, Plant and Equipment [Member]
Depreciation and amortization expense	$ 700	$ 1,000	$ 2,200	$ 3,100

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LONG-TERM DEBT PELICAN (Details) - USD ($) $ in Thousands	Sep. 30, 2017	Dec. 31, 2016
Credit facility
Total		$ 10
Pelican [Member] | Current [Mumber]
Credit facility
Term loan		13,339
Revolving credit facility
Delayed draw term loan		4,433
Line of credit - Pelican		494
Equipment financing and capital leases		614
Total		18,880
Pelican [Member] | Long Term [Member]
Credit facility
Term loan	5,027
Revolving credit facility	750
Delayed draw term loan	350
Line of credit - Pelican
Equipment financing and capital leases		1,315
Total	$ 6,127	$ 1,315

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LONG-TERM DEBT PELICAN (Details Narrative) - USD ($)
$ in Thousands

1 Months Ended

4 Months Ended

9 Months Ended

12 Months Ended

Sep. 30, 2017

Jan. 31, 2017

Sep. 30, 2017

Sep. 30, 2017

Dec. 31, 2016

Dec. 12, 2016

Oct. 26, 2016

Tiger and Pelican [Member]

Line of credit

$ 500

Line of credit outstanding

$ 500

Interest Rate

5.00%

5.00%

5.00%

Maturity date of credit facility

Jan. 31, 2017

Pelican Credit Facility [Member]

Subsequent description

we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (less than 90 days old). Borrowings under the Pelican Credit Facility are subject to monthly interest payments at an annual base rate of the six-month LIBOR rate on the last day of the calendar month plus a margin of 3.0%. To the extent there is free cash flow, as defined in the credit agreement, principal payments of 50% of such free cash flow are due annually.

Aly Senior Obligations [Member]

Acquired outstanding equipment financing and capital leases plus associated accrued interest

$ 1,900

Credit Facility [Member]

Credit Facility Description

we have the availability to borrow an incremental $0.3 million under the revolving credit facility and, if we have capital expenditures which are eligible to be financed, an incremental $0.9 million under the delayed draw term loan to finance 90% of such expenditures.

Credit Facility [Member] | Amendment No.1 [Member] | March 1, 2017 [Member]

Amendment description

The amendment permitted us to draw on the delayed draw term loan from time-to-time up until the maturity date of the facility in order to fund up to 80% of the cost of capital expenditures subject to a $0.5 million limit on aggregate borrowings.

Maturity date of credit facility

Dec. 31, 2018

Credit Facility [Member] | Amendment No.2 [Member] | May 23, 2017 [Member]

Amendment description

In consideration of the increase in the revolving credit facility and the extension of the final maturity date, we agreed to issue to Pelican, the lender, as an amendment fee, 1,200 shares of our Series A Convertible Preferred Stock.

Current revolving credit, Amount

$ 1,000

$ 1,000

$ 1,000

Maximum revolving credit, Amount

1,800

1,800

$ 1,800

Maturity date of credit facility

Dec. 31, 2019

Credit Facility [Member] | Amendment No.3 [Member] | June 15, 2017 [Member]

Amendment description

the maximum delayed draw loan borrowings from $0.5 million to $1.3 million and the amendment also increased permitted draws on the delayed draw loan from 80% of the cost of capital expenditures being funded to 90% of the cost of capital expenditures being funded.

Current revolving credit, Amount

1,000

1,000

$ 1,000

Maximum revolving credit, Amount

$ 1,800

$ 1,800

$ 1,800

LLC (Pelican) [Member]

Credit facility loan, Amount

$ 5,100

LLC (Pelican) [Member] | Credit Facility [Member]

Credit facility loan, Amount

$ 1,000

Credit Facility Description

Availability under the revolving credit facility is determined by a borrowing base calculated as 80% of eligible receivables (receivables less than 90 days old).

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REDEEMABLE PREFERRED STOCK (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Beginning Balance			$ 15,004
Accrued dividends		$ 183	63	$ 542
Ending Balance
Number of Outstanding Aly Operating Redeemable Preferred Shares
Beginning Balance			0
Ending Balance	0		0
Aly Operating Redeemable Preferred Stock [Member]
Beginning Balance			$ 4,924
Accrued dividends			21
Exchange for common stock in connection with Recapitalization			$ (4,945)
Number of Outstanding Aly Operating Redeemable Preferred Shares
Beginning Balance			4,000,000
Accrued dividends
Exchange for common stock in connection with Recapitalization			4,000,000
Liquidation Value of Aly Operating Redeemable Preferred Stock
Beginning Balance			$ 4,924
Accrued dividends			21
Exchange for common stock in connection with Recapitalization			$ (4,945)

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REDEEMABLE PREFERRED STOCK (Details 1) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Beginning Balance			$ 15,004
Accrued dividends		$ 183	63	$ 542
Ending Balance
Number of Outstanding Aly Centrifuge Redeemable Preferred Shares
Beginning Balance			0
Ending Balance	0		0
Aly Centrifuge Redeemable Preferred Stock [Member]
Beginning Balance			$ 10,080
Accrued dividends			42
Exchange for common stock in connection with Recapitalization			(10,122)
Ending Balance
Number of Outstanding Aly Centrifuge Redeemable Preferred Shares
Beginning Balance			8,876
Accrued Dividends
Exchange for common stock in connection with Recapitalization			(8,876)
Ending Balance
Liquidation Value of Aly Operating Redeemable Preferred Stock
Beginning Balance			$ 10,080
Accrued dividends			42
Exchange for common stock in connection with Recapitalization			(10,122)
Ending Balance

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REDEEMABLE PREFERRED STOCK (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	9 Months Ended
	Jan. 31, 2017	Sep. 30, 2017	Dec. 31, 2016	Aug. 15, 2014	Apr. 15, 2014
Issuance of common shares in exchange for the extinguishment of redeemable preferred stock, Shares	5,454,487
Preferred stock, issued shares		0	0
Preferred stock, par value		$ 0.001	$ 0.001
Aly Operating Redeemable Preferred Stock [Member]
Issuance of common shares in exchange for the extinguishment of redeemable preferred stock, Shares	2,414,971
Preferred stock, issued shares		4,000
Preferred stock, par value		$ 0.01
Preferred stock fair value		$ 3,800
Preferred stock liquidation value		$ 4,000
Dividend paid-in-kind		5.00%
Aly Centrifuge Redeemable Preferred Stock [Member]
Issuance of common shares in exchange for the extinguishment of redeemable preferred stock, Shares	3,039,517
Preferred stock, issued shares				4,000	5,000
Preferred stock, par value				$ 0.01	$ 0.01
Preferred stock fair value				$ 4,300	$ 5,100
Preferred stock liquidation value				$ 4,000	$ 5,000
Dividend paid-in-kind				5.00%	5.00%
Shares subject to holdback					124
Debt conversion feature, description		The right to exchange into shares of our common stock on any date, from time-to-time, at the option of the holder, into the number of shares equal to the quotient of (i) the sum of (A) the liquidation preference plus (B) an amount per share equal to accrued but unpaid dividends not previously added to the liquidation preference on such share of preferred stock, divided by (ii) 1,000, and (iii) multiplied by the exchange rate in effect at such time ("Conversion Feature").
Exchange rate, description		The exchange rate in effect as of December 31, 2016 was 71.4285 or $14.00 per share of our common stock.

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CONTROLLING SHAREHOLDER AND RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	9 Months Ended	12 Months Ended
	Dec. 12, 2016	Jan. 31, 2017	Sep. 30, 2017	Dec. 31, 2015	Dec. 31, 2016
Business acquisition			$ 900
Fair value of future payments					$ 800
Common stock, issued shares			13,819,020		6,707,039
Common stock, price per shares			$ 0.36
Credit Facility [Member] | Amendment [Member] | May 23, 2017 [Member]
Maturity date			Dec. 31, 2019
Shares issued for fees			1,200
Common stock, price per shares			$ 0.08
Mr. Pirie [Member]
Business acquisition				$ 100
Converted shares		457,494
Voting rights shares		326,834
Mr. Pirie [Member] | PIK dividends [Member]
Converted shares		3,039,516
Voting rights shares		593,815
Aly Senior Obligations [Member]
Common stock, issued shares		7,111,981
Common stock, price per shares		$ 0.12
Aly Senior Obligations [Member] | Tiger [Member]
Purchased for recapitalization	$ 5,100
Contribution amount		$ 16,100
Stock description		approximately 80% of our common stock, or 53,628,842 common shares, on a fully diluted basis
Issuance of preferred share		$ 16,100
Term loan		5,100
Revolving credit arrangement		$ 1,000
Maturity date		Dec. 31, 2018
Preferred Stock, Liquidation Preference Per Share		$ 1,000

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Numerator:
Net income from continuing operations		$ (26)	$ (2,142)	$ 508	$ (7,073)
Less: Aly Operating Redeemable Preferred Stock dividends				$ (21)
Numerator for diluted earnings per share - continuing operations				$ 487
Less: Loss from discontinued operations, net of income taxes			$ 0.01		$ (0.20)
Numerator for diluted earnings per share				487
Numerator for diluted earnings per share continuing operations				$ 487
Less: Aly Centrifuge Redeemable Preferred Stock dividends				$ (42)
Numerator for basic earnings per share - continuing operations				$ 445
Less: Loss from discontinued operations, net of income taxes			$ 0.01		$ (0.20)
Numerator for basic earnings per share				$ 445
Denominator: (1)
Weighted average shares used in basic earnings per share	[1]			13,011,207
Effect of dilutive shares:
Aly Centrifuge Redeemable Preferred Stock (2)	[2]			71,993
Series A Convertible Preferred Stock				49,443,487
Stock options				$ 7,597,123
Weighted average shares used in diluted earnings per share		13,818,795	6,706,814	70,123,810	6,706,814
Basic earnings per share - continuing operations		$ .00	$ (0.34)	$ 0.03	$ (1.12)
Basic earnings per share - discontinued operations
Diluted earnings per share - continuing operations		$ .00	$ (0.34)	0.01	$ (1.12)
Diluted earnings per share - discontinued operations

[1] The exchange of Aly Operating Redeemable Preferred Stock into common shares is not considered within the calculation of the numerator or denominator of diluted earnings per share because, during the month ended January 31, 2017, the Aly Operating Redeemable Preferred Stock was not exchangeable into common shares. In connection with the Recapitalization, the Aly Operating Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017. Unvested stock options are not considered within the calculation of the denominator of diluted earnings per share because the vest upon the occurrence of certain events which may or may not occur.

[2] During the month ended January 31, 2017, the Aly Centrifuge Redeemable Preferred Stock was convertible into 634,000 shares. In connection with the Recapitalization, the Aly Centrifuge Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017. See further discussion in Note 3 Recapitalization and Note 6 Redeemable Preferred Stock (Aly Centrifuge Redeemable Preferred Stock).

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EARNINGS PER SHARE (Details 1)	9 Months Ended
	Sep. 30, 2017 USD ($) shares
Earnings Per Share Details 1
Unvested stock options (1) | shares	235,094	[1]
Exchange of Aly Operating Redeemable Preferred Stock (2) | $		[2]

[1] The stock options vest upon the occurrence of certain events as defined in the Omnibus Incentive Plan. As of September 30, 2017, the stock options were unvested.

[2] Prior to January 31, 2017, the Aly Operating Redeemable Preferred Stock was exchangeable only upon the occurrence of certain events, as defined in the Aly Operating Redeemable Preferred Stock Agreement. Upon occurrence of such events, the Aly Operating Redeemable Preferred Stock could have been, at the holders option, converted into common shares. The conversion ratio, determined by a calculation defined in the agreement of which the components included trailing twelve-month financial performance and magnitude of investment in new equipment, remained undeterminable until an event would cause the Aly Operating Redeemable Preferred Stock to become exchangeable. In connection with the Recapitalization, the Aly Operating Redeemable Preferred Stock was converted into common shares and is included in our weighted average shares used for basic earnings per share effective February 1, 2017.

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STOCK-BASED COMPENSATION (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	May 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Common stock, shares authorised			25,000,000		25,000,000
Share-based compensation expenses		$ 600	$ 625
2017 Stock Option Plan [Member]
Common stock, shares authorised	16,900,000
Stock option contract term	10 years
Stock option exercise price	$ 0.10

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SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Supplemental disclosure of cash flow information:
Cash Paid for Interest	$ 156	$ 835
Cash paid for interest - discontinued operations		1
Cash paid for income taxes, net	50	5
Non-cash investing and financing activities:
Accretion of preferred stock liquidation preference, net		94
Paid-in-kind dividends on preferred stock	63	542
Returned equipment to lessor in exchange for release from capital lease obligation	91
Principal payments financed through disposition of assets	23
Extinguishment of redeemable preferred stock in exchange for common stock in connection with Recapitalization	15,036
Extinguishment of debt and other liabilities - Pelican in exchange for Series A convertible preferred stock	$ 16,092