8-K

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 13, 2020

Energy Services of America Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware (State or other Jurisdiction of Incorporation) 001-32998 (Commission File Number) 20-4606266 (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
Not Applicable	Not Applicable	Not Applicable

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 13, 2020, Energy Services of America Corporation (the “Company”) issued a press release disclosing its results of operations and financial condition at and for the three months ended December 31, 2019.

A copy of the press release dated February 13, 2020 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 February 13, 2020

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 13, 2020	By:	/s/ Charles Crimmel
		Charles Crimmel
		Chief Financial Officer

EX-99.1

Exhibit 99.1

ENERGY SERVICES OF AMERICA FILES QUARTERLY REPORT

Huntington, WV   February 13, 2020- Energy Services of America Corporation (the “Company” or “Energy Services”) (OTC QB: ESOA), parent company of C.J. Hughes Construction Company and Nitro Construction Services, announced the filing of the Company’s Quarterly Report on Form 10-Q for the three months ended December 31, 2019. Net loss available to common shareholders was ($151,000) for the three months ended December 31, 2019, which was a $705,000 decrease from $554,000 in net income available to common shareholders for the same period in 2018. Revenue was $25.8 million for the three months ended December 31, 2019, which was a $23.3 million decrease from $49.1 million for the same period in 2018. The Company had an adjusted EBITDA of $856,000, or $0.06 per common share, and loss per common share of ($0.01) on a weighted average of 13,911,610 common shares outstanding at December 31, 2019. The projected backlog at December 31, 2019 was $63.2 million.

Douglas Reynolds, President, commented on the announcement. “While the results for the three months ended December 31, 2019 turned out better than expected, it was still a considerable decrease from the same period in 2018. First, most of the decrease can be attributed to the twenty-mile project in northern West Virginia that was in progress at December 31, 2018 and was completed in September 2019. Secondly, the remaining major projects in fiscal year 2019 were completed by September 30, 2019. Usually, our major projects in progress during the fourth quarter of a fiscal year will extend into the first quarter of the next. Finally, few new projects started during the quarter ended December 31, 2019, so most of our work was routine maintenance.”

Below is a comparison of the Company’s unaudited operating results for the three months ended December 31, 2019 and 2018:

	Three Months Ended			Three Months Ended
	December 31,			December 31,
	2019			2018
Revenue	$	25,843,307		$	49,114,139
Cost of revenues		23,486,565			45,279,294
Gross profit		2,356,742			3,834,845
Selling and administrative expenses		2,595,772			2,756,391
(Loss) income from operations		(239,030	)		1,078,454
Other income (expense)
Interest income		53,249			41,522
Other nonoperating expense		(33,938	)		(32,995	)
Interest expense		(186,845	)		(204,349	)
Gain on sale of equipment		295,991			25,752
		128,457			(170,070	)
(Loss) income before income taxes		(110,573	)		908,384
Income tax (benefit) expense		(36,459	)		277,000
Net (loss) income		(74,114	)		631,384
Dividends on preferred stock		77,250			77,250
Net (loss) available to common shareholders	$	(151,364	)	$	554,134
Weighted average shares outstanding-basic		13,911,610			14,135,900
Weighted average shares-diluted		13,911,610			17,569,233
(Loss) earnings per share available to common shareholders	$	(0.011	)	$	0.039
(Loss) earnings per share-diluted available to common shareholders	$	(0.011	)	$	0.032

Please refer to the table below that reconciles adjusted EBITDA and adjusted EBITDA per common share with net (loss) income available to common shareholders:

	Three Months Ended			Three Months Ended
	December 31, 2019			December 31, 2018
	Unaudited			Unaudited
Net (loss) income available to common shareholders	$	(151,364	)	$	554,134
Add: Income tax (benefit) expense		(36,459	)		277,000
Add: Dividends on preferred stock		77,250			77,250
Add:  Interest expense		186,845			204,349
Less: Non-operating income		(315,302	)		(34,279	)
Add: Depreciation expense		1,095,282			1,022,367
Adjusted EBITDA	$	856,252		$	2,100,821
Weighted average shares outstanding		13,911,610			14,135,900
Adjusted EBITDA per common share	$	0.06		$	0.15

Certain statements contained in the release, including without limitation statements including 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 and other factors referenced in this release. 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