エドガーで原本を確認する
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): May 31, 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 May 31, 2023, Energy Services of America Corporation (the “Company”) issued a press release disclosing its results of operations and financial condition at and for the three and six months ended March 31, 2023.
A copy of the press release dated May 31, 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
(c) Exhibits
Exhibit 99.1 Press Release dated May 31, 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: May 31, 2023 | By: | /s/ Charles Crimmel |
| Charles Crimmel | ||
| Chief Financial Officer | ||
Exhibit 99.1
Energy Services of America Announces Financial Results for the Three and Six Months Ended March 31, 2023
Huntington, WV May 31, 2023- Energy Services of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA), generated net loss of ($1.9) million, fully diluted loss per share of ($0.11), revenues of $53.7 million, and adjusted EBITDA of ($120,000) for the three months ended March 31, 2023. The Company had a backlog of $224.6 million (unaudited) at March 31, 2023, as compared to $142.3 million (unaudited) and $120.3 million (unaudited) at September 30, 2022 and March 31, 2022, respectively.
Douglas Reynolds, President, commented on the announcement. “The first six months of fiscal year 2023 have largely been about preparing for the opportunities we are seeing in the third and fourth quarters of fiscal year 2023 and beyond. We have brought in a great deal of experience and talent into the organization to increase our gas transmission opportunities. We also have seen a significant increase in large-scale industrial and manufacturing construction opportunities.” Reynolds continued, “We have a strong backlog of $224.6 million (unaudited) at March 31, 2023 and are looking forward to the upcoming construction season and creating greater shareholder value.”
Below is a comparison of the Company’s operating results for the three and six months ended March 31, 2023 and 2022 (unaudited):
| As Restated | As Restated | |||||||||||||||
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, | March 31, | March 31, | March 31, | |||||||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| Revenue | $ | 53,673,443 | $ | 35,392,578 | $ | 113,716,028 | $ | 78,051,703 | ||||||||
| Cost of revenues | 49,772,790 | 32,526,959 | 103,829,113 | 69,877,711 | ||||||||||||
| Gross profit | 3,900,653 | 2,865,619 | 9,886,915 | 8,173,992 | ||||||||||||
| Selling and administrative expenses | 5,887,747 | 3,417,039 | 11,203,885 | 7,049,634 | ||||||||||||
| (Loss) income from operations | (1,987,094 | ) | (551,420 | ) | (1,316,970 | ) | 1,124,358 | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 124 | - | 196 | 576 | ||||||||||||
| Other nonoperating expense | (10,524 | ) | (109,810 | ) | (91,187 | ) | (263,238 | ) | ||||||||
| Interest expense | (574,546 | ) | (169,530 | ) | (1,073,974 | ) | (392,233 | ) | ||||||||
| Gain on sale of equipment | 48,280 | 19,896 | 16,937 | 359,792 | ||||||||||||
| (536,666 | ) | (259,444 | ) | (1,148,028 | ) | (295,103 | ) | |||||||||
| (Loss) income before income taxes | (2,523,760 | ) | (810,864 | ) | (2,464,998 | ) | 829,255 | |||||||||
| Income tax (benefit) expense | (650,160 | ) | (200,463 | ) | (729,772 | ) | 293,820 | |||||||||
| Net (loss) income | $ | (1,873,600 | ) | $ | (610,401 | ) | $ | (1,735,226 | ) | $ | 535,435 | |||||
| Weighted average shares outstanding-basic | 16,666,683 | 16,247,898 | 16,667,062 | 16,247,898 | ||||||||||||
| Weighted average shares-diluted | 16,666,683 | 16,247,898 | 16,667,062 | 16,247,898 | ||||||||||||
| (Loss) earnings per share | $ | (0.11 | ) | $ | (0.04 | ) | $ | (0.10 | ) | $ | 0.03 | |||||
| (Loss) earnings per share-diluted | $ | (0.11 | ) | $ | (0.04 | ) | $ | (0.10 | ) | $ | 0.03 | |||||
Please refer to the table below that reconciles adjusted EBITDA with net income (unaudited):
| As Restated | As Restated | |||||||||||||||
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, 2023 | March 31, 2022 | March 31, 2023 | March 31, 2022 | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| Net (loss) income | $ | (1,873,600 | ) | $ | (610,401 | ) | $ | (1,735,226 | ) | $ | 535,435 | |||||
| Less: Income tax (benefit) expense | (650,160 | ) | (200,463 | ) | (729,772 | ) | 293,820 | |||||||||
| Add: Interest expense | 574,546 | 169,530 | # | 1,073,974 | # | 392,233 | ||||||||||
| Less: Non-operating (income) expense | (37,880 | ) | 89,914 | 74,054 | (97,130 | ) | ||||||||||
| Add: Depreciation expense | 1,866,789 | 1,288,529 | 3,629,111 | 2,593,025 | ||||||||||||
| Adjusted EBITDA | $ | (120,305 | ) | $ | 737,109 | $ | 2,312,141 | $ | 3,717,383 | |||||||
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 reasons for the use of these measures, reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures and other information relating to these measures are included herein. 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