Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 14, 2023

Energy Services of America Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-32998	20-4606266
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

75 West 3rd Ave., Huntington, West Virginia	25701
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:                       (304) 522-3868

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.0001	ESOA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ¨

Item 2.02 Results of Operations

On August 14, 2023, Energy Services of America Corporation issued a press release disclosing its results of operations and financial condition at and for the three and nine months ended June 30, 2023.

A copy of the press release dated August 14, 2023, is included as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed filed for any purpose.

Item 9.01  Financial Statements and Exhibits

Exhibit 99.1 Press Release dated August 14, 2023

Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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, hereunto duly authorized.

	ENERGY SERVICES OF AMERICA CORPORATION


DATE:   August 14, 2023	By:	/s/ Charles Crimmel
		Charles Crimmel
		Chief Financial Officer

Exhibit 99.1

Energy Services of America Announces Financial Results for the Three and Nine Months Ended June 30, 2023

Huntington, WV August 14, 2023- Energy Services of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA), generated net income of $3.4 million, fully diluted earnings per share of $0.21, revenues of $85.5 million, and adjusted EBITDA of $7.5 million for the three months ended June 30, 2023. The Company had a backlog of $185.9 million (unaudited) at June 30, 2023, as compared to $142.3 million (unaudited) and $135.0 million (unaudited) at September 30, 2022 and June 30, 2022, respectively.

Douglas Reynolds, President, commented on the announcement. “We are very pleased with the results for our quarter ended June 30, 2023. The $85.5 million in revenue is the largest amount generated in any quarter by the Company in its history. Additionally, the $3.4 million in net income for the quarter is the second largest in the Company’s history behind only the fourth quarter of fiscal year 2020. During the first six months of fiscal year 2023, we made an investment in personnel to increase business opportunities. We are starting to see the results of that investment with the quarter ended June 30, 2023.” Reynolds continued, “We have a backlog of $185.9 million (unaudited) at June 30, 2023 and continue to see opportunities across all of our business lines. We are looking forward to a strong close of fiscal year 2023 and continuing to grow the Company in fiscal year 2024.”

Below is a comparison of the Company’s operating results for the three and nine months ended June 30, 2023 and 2022 (unaudited):

				As Restated						As Restated
	Three Months Ended			Three Months Ended			Nine Months Ended			Nine Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022
	Unaudited			Unaudited			Unaudited			Unaudited
Revenue	$	85,529,892		$	51,171,939		$	199,245,920		$	129,223,642
Cost of revenues		74,650,897			44,754,346			178,480,010			114,632,057
Gross profit		10,878,995			6,417,593			20,765,910			14,591,585
Selling and administrative expenses		5,283,617			3,821,043			16,487,502			10,870,677
Income from operations		5,595,378			2,596,550			4,278,408			3,720,908
Other income (expense)
Interest income		-			-			196			576
Other nonoperating expense		(72,338	)		(174,957	)		(163,525	)		(438,195	)
Interest expense		(639,888	)		(231,265	)		(1,713,862	)		(623,498	)
Gain on sale of equipment		30,136			58,311			47,073			418,103
		(682,090	)		(347,911	)		(1,830,118	)		(643,014	)
Income before income taxes		4,913,288			2,248,639			2,448,290			3,077,894
Income tax expense		1,497,742			651,396			767,970			945,216
Net income	$	3,415,546		$	1,597,243		$	1,680,320		$	2,132,678

Weighted average shares outstanding-basic		16,602,556			16,449,829			16,659,169			16,270,499
Weighted average shares-diluted		16,602,556			16,449,829			16,659,169			16,270,499

Earnings per share	$	0.21		$	0.10		$	0.10		$	0.13
Earnings per share-diluted	$	0.21		$	0.10		$	0.10		$	0.13

Please refer to the table below that reconciles adjusted EBITDA with net income (unaudited):

			As Restated				As Restated
	Three Months Ended		Three Months Ended		Nine Months Ended		Nine Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	Unaudited		Unaudited		Unaudited		Unaudited
Net income	$	3,415,546	$	1,597,243	$	1,680,320	$	2,132,678
Add: Income tax expense		1,497,742		651,396		767,970		945,216
Add: Interest expense		639,888		231,265		1,713,862		623,498
Add: Non-operating expense, net of interest income and gain on sale of equipment		42,202		116,646		116,256		19,516
Add: Amortization of intangible assets		135,820		111,842		401,221		307,698
Add: Depreciation expense		1,727,055		1,413,638		5,356,166		4,006,663
Adjusted EBITDA	$	7,458,253	$	4,122,030	$	10,035,795	$	8,035,269

Use of Non-GAAP Financial Measures

In addition to the financial measures prepared in accordance with U.S. generally accepted accounting principles (GAAP), this press release contains certain non-GAAP financial measures. The reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures and other information relating to these measures are included herein. We include these measurements to enhance the understanding of our operating performance. We believe that Adjusted EBITDA as presented herein, considered along with net income (loss), is a relevant indicator of trends relating to the cash generating activity of our operations. We believe that excluding the costs herein provides a consistent comparison of the cash generating activity of our operations. We believe that Adjusted EBITDA is useful to investors as they facilitate a comparison of our operating performance to other companies who also use Adjusted EBITDA as supplemental operating measures. Non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP.

About Energy Services

Energy Services of America Corporation (NASDAQ: ESOA), headquartered in Huntington, WV, is a contractor and service company that operates primarily in the mid-Atlantic and Central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. Energy Services employs 1,000+ employees on a regular basis. The Company’s core values are safety, quality, and production.

Certain statements contained in the release including, without limitation, the words "believes," "anticipates," "intends," "expects" or words of similar import, constitute "forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance or achievements of the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions, changes in business strategy or development plans, the effect of the COVID-19 pandemic, the integration of acquired business and other factors referenced in this release, risks and uncertainties related to the restatement of certain of our historical consolidated financial statements. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements contained herein to reflect future events or developments.

Source: Energy Services of America Corporation

Contact:  Douglas Reynolds, President

 (304)-522-3868

Cover	Aug. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 14, 2023
Entity File Number	001-32998
Entity Registrant Name	Energy Services of America Corporation
Entity Central Index Key	0001357971
Entity Tax Identification Number	20-4606266
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	75 West 3rd Ave.
Entity Address, City or Town	Huntington
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	25701
City Area Code	304
Local Phone Number	522-3868
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.0001
Trading Symbol	ESOA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false