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): February 12, 2024

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 February 12, 2024, Energy Services of America Corporation issued a press release disclosing its results of operations and financial condition at and for the three months ended December 31, 2023.

A copy of the press release dated February 12, 2024, 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 February 12, 2024

104 Cover Page Interactive Data File - the cover page iXBRL tags are 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: February 12, 2024	By:	/s/Charles Crimmel
		Charles Crimmel
		Chief Financial Officer

Exhibit 99.1

Energy Services of America Announces Financial Results for the Three Months Ended December 31, 2023

Huntington, WV February 12, 2024- Energy Services of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA), generated net income of $2.0 million, fully diluted earnings per share of $0.12, revenues of $90.2 million, and adjusted EBITDA of $5.8 million for the three months ended December 31, 2023. The Company had a backlog of $185.9 million (unaudited) at December 31, 2023, as compared to $206.9 million (unaudited) at December 31, 2022.

Douglas Reynolds, President, commented on the announcement. “The financial results for the three months ended December 31, 2023 mark the best first fiscal quarter in the history of Energy Services. We continue to be impressed by our employees’ performance and are excited about the construction opportunities being received.” Reynolds continued, “Fiscal year 2024 is off to a great start and we are looking forward to providing superior services to our customers and maximizing shareholder value into the future.”

Below is a comparison of the Company’s operating results for the three months ended December 31, 2023 and 2022 (unaudited):

	Three Months Ended			Three Months Ended
	December 31, 2023			December 31, 2022
Revenue	$	90,163,187		$	60,042,585

Cost of revenues		79,324,226			54,056,323

Gross profit		10,838,961			5,986,262

Selling and administrative expenses		7,198,720			5,316,138
Income from operations		3,640,241			670,124

Other income (expense)
Interest income		-			72
Other nonoperating income (expense)		75,001			(80,663	)
Interest expense		(601,684	)		(499,428	)
Loss on sale of equipment		(13,328	)		(31,343	)
		(540,011	)		(611,362	)
Income before income taxes		3,100,230			58,762
Income tax expense (benefit)		1,058,035			(79,612	)
Net income	$	2,042,195		$	138,374

Weighted average shares outstanding-basic		16,567,185			16,667,185

Weighted average shares-diluted		16,607,185			16,667,185

Earnings per share	$	0.12		$	0.01

Earnings per share-diluted	$	0.12		$	0.01

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

	Three Months Ended			Three Months Ended
	December 31, 2023			December 31, 2022
Net income	$	2,042,195		$	138,374
Add (less): Income tax expense (benefit)		1,058,035			(79,612	)
Add: Interest expense, net of interest income		601,684			499,356
(Less) add: Non-operating (income) expense		(75,001	)		80,663
Add: Loss on sale of equipment		13,328			31,343
Add: Depreciation and intangible asset amortization expense		2,176,621			1,895,102
Adjusted EBITDA	$	5,816,862		$	2,565,226

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	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2024
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