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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 12, 2025
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 12, 2025, Energy Services of America Corporation issued a press release disclosing its results of operations and financial condition at and for the three and six months ended March 31, 2025.
A copy of the press release dated May 12, 2025, 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 12, 2025
104 Cover Page Interactive Data File (the cover page XBRL 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: May 12, 2025 | By: | /s/Charles Crimmel |
| Charles Crimmel | ||
| Chief Financial Officer | ||
Exhibit 99.1
Energy Services of America Reports Fiscal Second Quarter 2025 Results
HUNTINGTON, W.Va., May 12, 2025 /PRNewswire/ -- Energy Services of America Corporation (the "Company" or "Energy Services") (Nasdaq: ESOA), today announced its results for its fiscal second quarter ended March 31, 2025.
Second Quarter Summary (1)
· Revenue of $76.7 million, an 8% increase
· Gross profit of $78,000, compared to $6.2 million
· Net loss of $6.8 million, or ($0.41) per share
· Backlog of $280.7 million compared to $222.8 million as of March 31, 2025 and 2024, respectively.
(1) All comparisons are versus the comparable prior year period, unless otherwise stated.
"Our second quarter is typically our lowest revenue period due to weather. This quarter was impacted more than usual by unfavorable conditions, reducing our fixed cost coverage particularly within our C.J. Hughes business," said Doug Reynolds, President of Energy Services. "We are encouraged by the $37 million sequential increase in our backlog from September 30, 2024 to March 31, 2025, and expect our revenue and profitability to improve as we enter the historically stronger spring and summer months.”
“We believe the prospects for our business remain very favorable for the second half of fiscal 2025 and into fiscal 2026. We continue to experience strong demand for water distribution, particularly from private utility companies as they catch up on pipe replacement projects that have been deferred for many years and from the acquisition of Tribute last December. We remain focused on selecting projects that have a more favorable margin profile and attracting and managing the necessary crews for this work and continue to evaluate potential acquisition opportunities that complement our existing portfolio or offer additional capabilities. Overall, we believe we are well-positioned to deliver growth thanks to the current tailwinds within our industries, and generate value for our shareholders,” Mr. Reynolds concluded.
Second Quarter Fiscal 2025 Financial Results
Total revenues for the period equaled $76.7 million, compared to $71.1 million in the second quarter of fiscal 2024. The year-over-year increase was primarily driven by increased work within the Gas & Water Distribution business line, which more than offset the decline in Gas & Petroleum Transmission.
Gross profit was $78.000, compared to $6.2 million in the prior-year quarter. Gross margin was 0.1% of revenues, compared to 8.8% of revenues in the second quarter of fiscal 2024. The decrease is related to worse than normal weather conditions resulting in less fixed cost coverage.
Selling and administrative expenses were $8.2 million, compared to $7.3 million in the prior-year quarter. The increase is primarily related to additional personnel hired to secure and manage work for expected growth and the acquisition of Tribute in December 2024.
Net loss was $6.8 million, or ($0.41) per share, compared to net loss of $1.1 million or ($0.07) per share in the second quarter of fiscal 2024.
Backlog as of March 31, 2025 was $280.7 million, compared to $243.2 million as of September 30, 2024 and $222.8 million as of March 31, 2024.
Below is a comparison of the Company's operating results for the three and six months ended March 31, 2025 and 2024 (unaudited):
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, | March 31, | March 31, | March 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenue | $ | 76,679,151 | $ | 71,127,655 | $ | 177,325,265 | $ | 161,290,842 | ||||||||
| Cost of revenues | 76,601,291 | 64,888,101 | 166,983,823 | 144,212,327 | ||||||||||||
| Gross profit | 77,860 | 6,239,554 | 10,341,442 | 17,078,515 | ||||||||||||
| Selling and administrative expenses | 8,170,087 | 7,321,951 | 16,787,708 | 14,520,671 | ||||||||||||
| (Loss) income from operations | (8,092,227 | ) | (1,082,397 | ) | (6,446,266 | ) | 2,557,844 | |||||||||
| Other income (expense) | ||||||||||||||||
| Other nonoperating expense | (20,616 | ) | (81,790 | ) | (68,878 | ) | (6,789 | ) | ||||||||
| Interest expense | (875,770 | ) | (622,616 | ) | (1,359,488 | ) | (1,224,300 | ) | ||||||||
| (Loss) gain on sale of equipment | (16,540 | ) | 304,923 | 179,242 | 291,595 | |||||||||||
| (912,926 | ) | (399,483 | ) | (1,249,124 | ) | (939,494 | ) | |||||||||
| (Loss) income before income taxes | (9,005,153 | ) | (1,481,880 | ) | (7,695,390 | ) | 1,618,350 | |||||||||
| Income tax (benefit) expense | (2,206,735 | ) | (373,052 | ) | (1,750,705 | ) | 684,983 | |||||||||
| Net (loss) income | $ | (6,798,418 | ) | $ | (1,108,828 | ) | $ | (5,944,685 | ) | $ | 933,367 | |||||
| Weighted average shares outstanding-basic | 16,716,809 | 16,569,871 | 16,630,245 | 16,567,853 | ||||||||||||
| Weighted average shares-diluted | 16,716,809 | 16,569,871 | 16,630,245 | 16,606,075 | ||||||||||||
| (Loss) earnings per share-basic | $ | (0.41 | ) | $ | (0.07 | ) | $ | (0.36 | ) | $ | 0.06 | |||||
| (Loss) earnings per share-diluted | $ | (0.41 | ) | $ | (0.07 | ) | $ | (0.36 | ) | $ | 0.06 | |||||
Please refer to the table below that reconciles adjusted EBITDA with net income (unaudited):
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, | March 31, | March 31, | March 31, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net (loss) income | $ | (6,798,418 | ) | $ | (1,108,828 | ) | $ | (5,944,685 | ) | $ | 933,367 | |||||
| (Less) add: Income tax (benefit) expense | (2,206,735 | ) | (373,052 | ) | (1,750,705 | ) | 684,983 | |||||||||
| Add: Interest expense, net of interest income | 875,770 | 622,616 | 1,359,488 | 1,224,300 | ||||||||||||
| Add: Non-operating expense | 20,616 | 81,790 | 68,878 | 6,789 | ||||||||||||
| Add (less): (Loss) gain on sale of equipment | 16,540 | (304,923 | ) | (179,242 | ) | (291,595 | ) | |||||||||
| Add: Depreciation and intangible asset amortization expense | 3,182,462 | 2,005,327 | 5,881,290 | 4,181,948 | ||||||||||||
| Adjusted EBITDA | $ | (4,909,765 | ) | $ | 922,930 | $ | (564,976 | ) | $ | 6,739,792 | ||||||
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 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.
Contact
Steven Hooser or John Beisler
Three Part Advisors
(214) 872-2710