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 14, 2018
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)) |
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 14, 2018, Energy Services of America, Inc. (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, 2018.
A copy of the press release dated May 14, 2018 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 14, 2018 |
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 14, 2018 | By: | /s/Charles Crimmel |
| Charles Crimmel | ||
| Chief Financial Officer | ||
Exhibit 99.1
ENERGY SERVICES OF AMERICA FILES QUARTERLY REPORT
Huntington, WV May 14, 2018- Energy Services of America (the “Company” or “Energy Services”) (OTC QB: ESOA), parent company of C.J. Hughes Construction Company (“C.J. Hughes”) and Nitro Construction Services, Inc. (“Nitro”), announced the filing of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2018. Energy Services earned revenues of $23.1 million and $55.6 million for the three and six months ended March 31, 2018, respectively. Net loss available to common shareholders was $1.0 million and $954,000 for the three and six months ended March 31, 2018, respectively. The Company had adjusted EBITDA of $164,000 ($0.01 per share) and $1.2 million ($0.08 per share) for the three and six months ended March 31, 2018, respectively. The backlog at March 31, 2018 was $55.1 million; however, the backlog does not include a $47.0 million pipeline project that was awarded in April 2018. This project is scheduled to begin in June 2018 and complete in November 2018.
Below is a comparison of the Company’s operating results for the three and six months ended March 31, 2018 and 2017:
Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, | March 31, | March 31, | March 31, | |||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Revenue | $ | 23,093,033 | $ | 25,371,605 | $ | 55,640,636 | $ | 62,868,477 | ||||||||
| Cost of revenues | 22,036,935 | 23,859,453 | 52,609,084 | 56,671,538 | ||||||||||||
| Gross profit | 1,056,098 | 1,512,152 | 3,031,552 | 6,196,939 | ||||||||||||
| Selling and administrative expenses | 1,956,356 | 1,939,278 | 3,965,447 | 4,134,888 | ||||||||||||
| Income (loss) from operations | (900,258 | ) | (427,126 | ) | (933,895 | ) | 2,062,051 | |||||||||
| Other income (expense) | ||||||||||||||||
| Interest income | 61 | - | 132,342 | - | ||||||||||||
| Other nonoperating expense | (47,023 | ) | (40,231 | ) | (102,147 | ) | (111,660 | ) | ||||||||
| Interest expense | (243,708 | ) | (143,546 | ) | (539,552 | ) | (374,515 | ) | ||||||||
| Gain on sale of equipment | 19,670 | 41,841 | 388,375 | 68,831 | ||||||||||||
| (271,000 | ) | (141,936 | ) | (120,982 | ) | (417,344 | ) | |||||||||
| Income (loss) before income taxes | (1,171,258 | ) | (569,062 | ) | (1,054,877 | ) | 1,644,707 | |||||||||
| Income tax expense (benefit) | (223,683 | ) | (256,523 | ) | (255,802 | ) | 718,589 | |||||||||
| Net income (loss) | (947,575 | ) | (312,539 | ) | (799,075 | ) | 926,118 | |||||||||
| Dividends on preferred stock | 77,250 | 77,250 | 154,500 | 154,500 | ||||||||||||
| Net income (loss) available to common shareholders | $ | (1,024,825 | ) | $ | (389,789 | ) | $ | (953,575 | ) | $ | 771,618 | |||||
| Weighted average shares outstanding-basic | 14,239,836 | 14,239,836 | 14,239,836 | 14,239,836 | ||||||||||||
| Weighted average shares-diluted | 14,239,836 | 14,239,836 | 14,239,836 | 17,673,169 | ||||||||||||
| Earnings (loss) per share from continuing operations | ||||||||||||||||
| available to common shareholders | $ | (0.072 | ) | $ | (0.027 | ) | $ | (0.067 | ) | $ | 0.054 | |||||
| Earnings (loss) per share from continuing operations-diluted | ||||||||||||||||
| available to common shareholders | $ | (0.072 | ) | $ | (0.027 | ) | $ | (0.067 | ) | $ | 0.044 | |||||
| Earnings (loss) per share | ||||||||||||||||
| available to common shareholders | $ | (0.072 | ) | $ | (0.027 | ) | $ | (0.067 | ) | $ | 0.054 | |||||
| Earnings (loss) per share-diluted | ||||||||||||||||
| available to common shareholders | $ | (0.072 | ) | $ | (0.027 | ) | $ | (0.067 | ) | $ | 0.044 | |||||
Revenues decreased by $7.3 million or 11.5% to $55.6 million for the six months ended March 31, 2018 from $62.9 million for the same period in 2017. The decrease was primarily attributable to a $13.8 million revenue decrease in petroleum and gas work and a $100,000 revenue decrease in water and sewer projects and other ancillary services, partially offset by a $6.6 million revenue increase in electrical and mechanical services.
Douglas Reynolds, President, commented on the announcement. “The first six months of fiscal year 2018 did not meet the expectations we established at the beginning of the year. The primary reasons were finishing two pipeline projects that suffered major losses in fiscal year 2017 and new projects starting later than anticipated in fiscal year 2018. However, the April award of a 21-mile pipeline project valued at $47.0 million sets us up well for the remaining six months of this fiscal year and into fiscal year 2019.” Reynolds continued, “We have made a few key additions this year that are already having an immediate impact within our pipeline group. On the sales and marketing side, we are receiving bid opportunities and project awards from new customers in addition to strengthening relationships with past clients. Operationally, we have made personnel additions that will enhance our overall management experience, provide contacts to new customers and improve our access to skilled labor. We are excited about these improvements and feel we are in position to have a strong finish to fiscal year 2018.”
Please refer to the table below that reconciles adjusted EBITDA and adjusted EBITDA per share with net income available to common shareholders:
| Three Months Ended | Three Months Ended | Six Months Ended | Six Months Ended | |||||||||||||
| March 31, 2018 | March 31, 2017 | March 31, 2018 | March 31, 2017 | |||||||||||||
| Unaudited | Unaudited | Unaudited | Unaudited | |||||||||||||
| Net income (loss) available to | ||||||||||||||||
| common shareholders | $ | (1,024,825 | ) | $ | (389,789 | ) | $ | (953,575 | ) | $ | 771,618 | |||||
| Add: Income tax expense (benefit) | (223,683 | ) | (256,523 | ) | (255,802 | ) | 718,589 | |||||||||
| Add: Dividends on preferred stock | 77,250 | 77,250 | 154,500 | 154,500 | ||||||||||||
| Add: Interest expense | 243,708 | 143,546 | 539,552 | 374,515 | ||||||||||||
| Less: Non-operating expense (income) | 27,292 | (1,610 | ) | (418,570 | ) | 42,829 | ||||||||||
| Add: Depreciation expense | 1,064,658 | 727,820 | 2,114,346 | 1,406,151 | ||||||||||||
| Adjusted EBITDA | $ | 164,400 | $ | 300,694 | $ | 1,180,451 | $ | 3,468,202 | ||||||||
| Common shares outstanding | 14,239,836 | 14,239,836 | 14,239,836 | 14,239,836 | ||||||||||||
| Adjusted EBITDA per common share | $ | 0.01 | $ | 0.02 | $ | 0.08 | $ | 0.24 | ||||||||
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
Contact: Douglas Reynolds, President
304-522-3868