UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the Fiscal Year ended
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For the transition period from ____________________ to ____________________
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Securities Registered Pursuant to Section 12(b) of the Act:
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ ☒
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. ☒ NO ☐
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and an “emerging growth company” in Rule 12b-2 of the Exchange Act.
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The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, computed by reference to the closing price on March 31, 2021, was $
As of December 28, 2021, there were issued and outstanding 17,466,328 and
DOCUMENTS INCORPORATED BY REFERENCE
None
Energy Services of America Corporation
Annual Report on Form 10-K
For the Fiscal Year Ended
September 30, 2021
Table of Contents
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Forward Looking Statements
Within Energy Services’ (as defined below) consolidated financial statements and this Annual Report on Form 10-K, there are included statements reflecting assumptions, expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. They use words such as “anticipate,” “estimate,” “project,” “forecast,” “may,” “will,” “should,” “could,” “expect,” “believe,” “intend” and other words of similar meaning.
These forward-looking statements are not guaranteeing future performance and involve or rely on risks, uncertainties, and assumptions that are difficult to predict or beyond Energy Services’ control. Energy Services has based its forward-looking statements on management’s beliefs and assumptions based on information available to management at the time the statements are made. Actual outcomes and results may differ materially from what is expressed, implied and forecasted by forward-looking statements and any or all of Energy Services’ forward-looking statements may turn out to be wrong. The accuracy of such statements can be affected by inaccurate assumptions and by known or unknown risks and uncertainties.
All the forward-looking statements, whether written or oral, are expressly qualified by these cautionary statements and any other cautionary statements that may accompany such forward-looking statements or that are otherwise included in this report. In addition, Energy Services does not undertake and expressly disclaims any obligation to update or revise any forward-looking statements to reflect events or circumstances after the date of this report or otherwise.
PART I
ITEM 1.Business
Overview
Energy Services of America Corporation (“Energy Services” or the “Company”), formed in 2006, is a contractor and service company that operates primarily in the mid-Atlantic region of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. C.J. Hughes Construction Company, Inc. (“C.J. Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies. Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J. Hughes, provides union building trade employees for projects managed by C.J. Hughes. Nitro Construction Services, Inc. (“Nitro”), a wholly owned subsidiary of C.J. Hughes, provides electrical, mechanical, HVAC/R, solar installation, and fire protection services to customers primarily in the automotive, chemical, and power industries. Pinnacle Technical Solutions, Inc. (“Pinnacle”), a wholly owned subsidiary of Nitro, operates as a data storage facility within Nitro’s office building. Pinnacle is supported by Nitro and has no employees of its own. All C.J. Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals.
On December 31, 2020, Energy Services completed an asset purchase of West Virginia Pipeline, Inc. (“West Virginia Pipeline”), a West Virginia corporation located in Princeton, West Virginia. West Virginia Pipeline, a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. West Virginia Pipeline’s employees are non-union, and the company is managed independently from C.J. Hughes and Nitro.
On March 22, 2021, the Company established a new wholly owned subsidiary, SQP Construction Group, Inc. (“SQP”), that operates as a general contractor primarily in West Virginia. SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers. As a general contractor, SQP manages the overall construction project and subcontracts most of the work.
On April 30, 2021, the Company’s Nitro subsidiary completed an asset purchase of Revolt Energy, Inc. (“Revolt Energy”), a West Virginia corporation located in Nitro, WV. Revolt Energy previously operated primarily as a residential solar installation company in southern West Virginia. As a division of Nitro, Revolt Energy continues to perform residential solar installations and has expanded its solar installation services to include commercial and industrial customers. Revolt Energy’s construction employees are members of the International Brotherhood of Electrical Workers.
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On June 30, 2021, the Company provided notice to all holders of the Company’s 6.0% Convertible Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”) that, subject to applicable law and in accordance with the Company’s certificate of incorporation, the Company intended to redeem all 206 shares of the Series A Preferred Stock, at a price equal to $25,000 per preferred share plus all accrued and unpaid dividends whether or not declared up to and excluding the Redemption Date of September 1, 2021 (the “Redemption Price”).
A portion of the 206 outstanding shares of Series A Preferred Stock were converted into common stock of the Company (“Common Stock”) at the election of each shareholder. The conversion formula for each share of the Series A Preferred Stock was $25,000 plus all accrued but unpaid dividends up to, but excluding, September 1, 2021 divided by the Conversion Price of $1.50. Cash was issued in lieu of fractional shares at a rate of $1.50 multiplied by the fractional share rounded to the nearest cent.
On October 6, 2021, the Company’s transfer agent completed the redemption, which resulted in the issuance of 2,626,492 new shares of the Company’s common stock, the issuance of 317,500 common shares that were included in Series A Preferred Stock units, and cash redemption payments of $1.3 million. The Company’s total outstanding common shares after redemption was 16,247,898 as of October 6, 2021.
The Company’s stock is quoted under the symbol “ESOA” on the OTCQB marketplace operated by the OTC Markets Group.
Energy Services provides contracting services for utilities and energy related companies including gas, petroleum power, chemical, water & sewer and automotive industries. For the gas industry, the Company is primarily engaged in the construction, replacement and repair of natural gas pipelines and storage facilities for utility companies and private natural gas companies. Energy Services is involved in the construction of both interstate and intrastate pipelines, with an emphasis on the latter. For the oil industry, the Company provides a variety of services relating to pipeline, storage facilities and plant work. For the power, chemical, and automotive industries, the Company provides a full range of electrical and mechanical installations and repairs including substation and switchyard services, site preparation, equipment setting, pipe fabrication and installation, packaged buildings, transformers and other ancillary work with regards thereto. Energy Services’ other services include liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction. The Company has also added the ability to install residential, commercial, and industrial solar systems and perform civil and general contracting services.
The Company had consolidated operating revenues of $122.5 million for the fiscal year ended September 30, 2021, of which 48.9% was attributable to electrical, mechanical, and general contract services, 33.0% to gas & water distributions services, and 18.1% to gas and petroleum transmission projects. The Company had consolidated operating revenues of $119.2 million for the fiscal year ended September 30, 2020, of which 43.4% was attributable to electrical, mechanical, and general contract services, 36.1% to gas and petroleum transmission projects, and 20.5% to gas & water distributions services.
Energy Services’ customers include many of the leading companies in the industries it serves, including:
TransCanada Corporation
Columbia Gas Distribution
Marathon Petroleum
Mountaineer Gas
American Electric Power
Toyota Motor Manufacturing
Bayer Chemical
Dow Chemical
Kentucky American Water
WV American Water
Various state, county and municipal public service districts.
The majority of the Company’s customers are located in West Virginia, Virginia, Ohio, Pennsylvania, and Kentucky. However, the Company also performs work in other states including Alabama, Michigan, Illinois, Tennessee, and Indiana.
Energy Services’ sales force consists of industry professionals with significant relevant sales experience, who utilize industry contacts and available public data to determine how to most appropriately market the Company’s line of products. The Company relies
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on direct contact between its sales force and customers’ engineering and contracting departments in order to obtain new business. The Company’s website address is www.energyservicesofamerica.com.
COVID-19 Response
In March 2020, the World Health Organization recognized the novel strain of coronavirus, COVID-19, as a pandemic. This coronavirus and related variants have significantly impacted both the world and U.S. economies. In response the governments of many cities, counties, states, and other geographic regions have taken preventative or protective actions. In the geographic regions in which the Company operates, state ordered business closures and masking policies have been lifted during 2021; however, some businesses may implement their own policies related to masks and vaccination. While a federal vaccine mandate enforceable by OSHA has been suspended pending developments in litigation, certain customers, or potential customers, may require all construction employees working on a project to be vaccinated.
Some of the procedures that the Company has implemented to help protect employees from COVID-19 and variant exposure are guidelines for social distancing, office sanitation, hand washing, mask wearing, limited office admittance, and immediate symptom reporting. The Company has provided personal protective equipment and hand-sanitizers to employees, made arrangements for administrative personnel to work from home, and provided access to vaccines to employees. The Company works closely with our customers to limit exposure risk and cooperate with symptom reporting and contact tracing. Construction employees are required to meet all procedures established by our customers in addition to the Company’s own procedures. The Company also followed the paid sick and expanded family and medical leave guidelines set forth in the Families First Coronavirus Response Act, which expired on December 31, 2020.
As of September 30, 2021, the Company has not had significant issues with COVID-19 exposure among its employees and most of the Company’s existing customers had resumed projects that were affected by the March 2020 shutdowns. As a result, the Company has increased its employment level of construction personnel as compared to March 31, 2020. Given the uncertainty regarding the spread of this coronavirus and variants, the related financial impact on the Company’s results of operations, financial position, and liquidity or capital resources cannot be reasonably estimated at this time.
Seasonality: Fluctuation of Results
Our revenues and results of operations can and usually are subject to seasonal variations. These variations are the result of weather, customer spending patterns, bidding seasons and holidays. The first quarter of the calendar year is typically the slowest in terms of revenues because inclement weather conditions causes delays in production and customers usually do not plan large projects during that time. While usually better than the first quarter, the second calendar year quarter often has some inclement weather which can cause delays in production, reducing the revenues the Company receives and/or increasing the production costs. The third and fourth calendar year quarters usually are less impacted by weather and usually have the largest number of projects underway. Many projects are completed in the fourth calendar year quarter and revenues are often impacted by customers seeking to either spend their capital budget for the year or scale back projects due to capital budget overruns.
In addition to the fluctuations discussed above, the pipeline industry can be highly cyclical, reflecting variances in capital expenditures in proportion to energy price fluctuations. As a result, our volume of business may be adversely affected by where our customers are in the cycle and thereby their financial condition as to their capital needs and access to capital to finance those needs.
Accordingly, our operating results in any quarter or year may not be indicative of the results that can be expected for any other quarter or any other year. You should read “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Understanding Gross Margins” below for discussions of trends and challenges that may affect our financial condition and results of operations.
Financing Arrangements
On December 16, 2014, the Company’s Nitro subsidiary entered into a 20-year $1.2 million loan agreement with First Bank of Charleston, Inc. (West Virginia) to purchase the office building and property it had previously been leasing for $6,300 monthly. The interest rate on this loan agreement is 4.82% with monthly payments of $7,800. The interest rate on this note is subject to change from time to time based on changes in The U.S. Treasury yield, adjusted to a constant maturity of three years as published by the Federal
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Reserve weekly. As of September 30, 2021, the Company had made principal payments of $281,000. The loan is collateralized by the building purchased under this agreement.
On September 16, 2015, the Company entered into a $2.5 million Non-Revolving Note agreement with United Bank, Inc. This six-year agreement gave the Company access to a $2.5 million line of credit (“Equipment Line of Credit”), specifically for the purchase of equipment, for the period of one year with an interest rate of 5.0%. After the first year, all borrowings against the Equipment Line of Credit were converted to a five-year term note agreement with an interest rate of 5.0%. As of September 30, 2021, the Company had borrowed $2.46 million against this note and had paid off the loan, which was collateralized by the equipment purchased under this agreement.
On November 13, 2015, the Company entered into a 10-year $1.1 million loan agreement with United Bank, Inc. to purchase the fabrication shop and property Nitro had previously been leasing for $12,900 each month. The interest rate on the new loan agreement is 4.25% with monthly payments of $11,602. As of September 30, 2021, the Company had made principal payments of $569,000. The loan is collateralized by the building and property purchased under this agreement.
On June 28, 2017, the Company entered into a $5.0 million Non-Revolving Note agreement with United Bank, Inc. This five-year agreement gave the Company access to a $5.0 million line of credit (“Equipment Line of Credit 2017”), specifically for the purchase of equipment, for a period of three months with an interest rate of 4.99%. After three months, all borrowings against the Equipment Line of Credit 2017 were converted to a five-year term note agreement with an interest rate of 4.99%. As of September 30, 2021, the Company had borrowed $5.0 million against this note and made principal payments of $4.2 million. The loan is collateralized by the equipment purchased under this agreement.
On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million fair acquisition, the acquirer paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires equal annual payments with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of September 30, 2021, the Company has made interest payments of $73,000 and expensed $22,500 in accreted interest. The Company made the first installment payment in December 2021.
On January 4, 2021, the Company entered into a $3.0 million Non-Revolving Note agreement with United Bank, Inc. This five-year agreement gave the Company access to a $3.0 million line of credit (“Equipment Line of Credit 2021”), specifically for the purchase of equipment, for a period of twelve months with a variable interest rate initially established at 4.25% as based on the Prime Rate as published by The Wall Street Journal. After twelve months, all borrowings against the Equipment Line of Credit 2021 will be converted to a four-year term note agreement with a variable interest rate initially established at 4.25%. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2021, the Company borrowed $3.0 million against this line of credit with payments set to begin in February 2022. The Company has made interest payments of $34,000 on this note as of September 30, 2021.
On April 2, 2021, the Company entered into a $3.5 million Non-Revolving Note agreement with United Bank, Inc. This five-year agreement repaid the outstanding $3.5 million line of credit that was used for the down payment on the West Virginia Pipeline acquisition. This loan has a variable interest rate initially established at 4.25% as based on the Prime Rate as published by The Wall Street Journal. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2021, the Company had made principal payments of $316,000.
On August 3, 2021, the Company received a one-year extension on its line of credit (“Operating Line of credit (2020)”) effective June 28, 2021. The $15.0 million revolving line of credit has a $12.5 million component and a $2.5 million component, each with separate borrowing requirements. The interest rate on the line of credit is the “Wall Street Journal” Prime Rate (the index) with a floor of 4.99%. Based on the borrowing base calculation, the Company was able to borrow up to $12.2 million as of September 30, 2021. The Company had $4.5 million in borrowings on the line of credit, leaving $7.7 million available on the line of credit as of September 30, 2021. The interest rate at September 30, 2021, was 4.99%. Based on the borrowing base calculation, the Company was able to borrow up to $11.1 million as of September 30, 2020. The Company had no borrowings on the line of credit, leaving $11.1 million available on the line of credit as of September 30, 2020. The interest rate at September 30, 2020, was 4.99%.
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Paycheck Protection Program Loans
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the Paycheck Protection Program (“PPP”). On April 15, 2020, Energy Services of America Corporation and subsidiaries C.J. Hughes Construction Company, Contractors Rental Corporation and Nitro Construction Services, Inc. entered into separate PPP notes effective April 7, 2020, with United Bank, Inc. as the lender (“Lender”) in an aggregate principal amount of $13,139,100 pursuant to the PPP (collectively, the “PPP Loan”). In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $3.3 million of the PPP Loan funds after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $9.8 million in PPP Loans to fund operations.
The Small Business Administration (“SBA”) has announced, in consultation with the Department of the Treasury, that it will review all loans in excess of $2 million, following the lender’s submission of the borrower’s loan forgiveness application. The SBA will be reviewing a borrower’s required certification that current economic uncertainty at the time of the loan made the PPP loan request necessary to support the ongoing operations of the applicant. Borrowers must make this certification in good faith, taking into account their current business activity and their ability to access other sources of liquidity sufficient to support their ongoing operations in a manner that is not significantly detrimental to the business. The SBA has noted it is unlikely that a public company with substantial market value and access to capital markets will be able to make the required certification in good faith, and such a company should be prepared to demonstrate to the SBA, upon request, the basis for its certification.
During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $9.8 million of PPP borrowings and the SBA repaid the lending institution in full. The forgiveness was recorded as “other non-operating income” for the fiscal year ended September 30, 2021.
Borrowers must retain PPP documentation for at least 6 years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request. The SBA could still revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loan could negatively impact the Company’s business, financial condition and results of operations and prospects.
Backlog/New Business
The Company’s backlog represents contracts for services that have been entered into, but which have not yet been completed. At September 30, 2021, Energy Services had a backlog of $72.2 million of work to be completed on existing contracts. At September 30, 2020, the Company had a backlog of $63.8 million. Due to the timing of Energy Services’ construction contracts and the long-term nature of some of our projects, portions of our backlog work may not be completed in the current fiscal year. Most of the Company’s projects can be completed in a short period of time, typically two to five months. Larger projects usually take seven to eighteen months to be completed. As a rule, work starts shortly after the signing of the contract.
Types of Contracts
Energy Services’ contracts are usually awarded on a competitive and negotiated basis. While some contracts may be lump sum or time and material projects, most of the work is bid based upon unit prices for various portions of the work with a total agreed-upon price based on estimated units. The actual revenues produced from the project will be dependent upon how accurate the customer estimates are as to the units of the various items.
Raw Materials and Suppliers
The principal raw materials that the Company and its subsidiaries use are metal plate, structural steel, pipe, wire, fittings, and selected engineering equipment such as pumps, valves and compressors. For the most part, the largest portion of these materials are supplied by the customer. Purchases made by the Company are predominately those of a consumable nature, such as small tools, welding rod and environmental supplies. The COVID-19 pandemic has not had a significant impact on the Company’s ability to obtain materials and consumables for projects awarded. We anticipate being able to obtain materials for current work, as well as any raw materials not supplied by our customers, for the foreseeable future. However, the inability of our customers to obtain raw materials may delay projects
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from being bid, awarded, started, or completed. Although not a significant impact, the Company has experienced minor delays resulting from the availability of construction equipment and vehicles.
Industry Factors
Energy Services’ revenues, cash flows and earnings are substantially dependent upon, and affected by, the level of natural gas exploration development activity and the levels of work on existing pipelines as well as the level of demand for our electrical and mechanical services. Such activity and the resulting level of demand for pipeline construction and related services and electrical and mechanical services are directly influenced by many factors over which the Company has no control. Such factors include the market prices of natural gas and electricity, market expectations about future prices, the volatility of such prices, the cost of producing and delivering natural gas and electricity, government regulations and trade restrictions, local and international political and economic conditions, the development of alternate energy sources, changes in the tax code that affect the energy industry, and the long-term effects of worldwide energy conservation measures. Energy Services cannot predict the future level of demand for its construction services, future conditions in the pipeline or electrical construction industry or future pipeline and electrical construction rates.
Competition
The pipeline, electrical, and mechanical construction industries are highly competitive and characterized by high capital and maintenance costs. Contracts are usually awarded through a competitive bid process. The Company believes that operators consider factors such as quality of service, type and location of equipment, or the ability to provide ancillary services. However, price and the ability to complete the project in a timely manner are the primary factors in determining which contractor is awarded a job. There are many regional and national competitors that offer services similar to Energy Services. Certain of the Company’s competitors have greater financial and human resources than Energy Services, which may enable them to compete more efficiently because of price and technology. The Company’s largest competitors are Otis Eastern, Miller Pipeline, Brown Electric, Summit Electric and Apex Pipeline.
Operating Hazards and Insurance
Energy Services’ operations are subject to many hazards inherent in the pipeline, electrical, and mechanical construction businesses, including, for example, operating equipment in mountainous terrain, people working in deep trenches, people working near large construction equipment, and people working near manufacturing equipment and power sources. These hazards could cause personal injury or death, serious damage to or destruction of property and equipment, and substantial damage to the environment, including damage to producing formations and surrounding areas. Energy Services seeks protection against certain of these risks through insurance, including property casualty insurance on its equipment, commercial general liability and commercial contract indemnity, commercial umbrella and workers’ compensation insurance.
The Company’s insurance coverage for property damage to its equipment is based on estimates of the cost of comparable used equipment to replace the insured property. There is a deductible per occurrence on equipment of $2,500 and $500 for damage to miscellaneous tools. The Company also maintains third party liability insurance, pollution and professional liability insurance, and a commercial umbrella policy. Energy Services believes that it is adequately insured for public liability and property damage to others with respect to its operations. However, such insurance may not be enough to protect Energy Services against liability for all consequences related to its operations.
Government Regulation and Environmental Matters
General. Energy Services’ operations are affected from time to time in varying degrees by political developments and federal, state and local laws and regulations. In particular, natural gas production, operations and the profitability of the gas industry are or have been affected by price controls, taxes and other laws relating to the natural gas industry, by changes in such laws and by changes in administrative regulations. Although significant capital expenditures may be required to comply with such laws and regulations, to date, such compliance costs have not had a material adverse effect on the earnings or competitive position of Energy Services. In addition, Energy Services’ operations are vulnerable to risks arising from the numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Energy Services may also be affected by regulations designed to provide benefits to companies engaged in the production of alternative sources of energy, such as solar, wind, and related industries.
Environmental Regulation. Energy Services’ activities are subject to existing federal, state and local laws and regulations governing environmental quality, pollution control and the preservation of natural resources. Such laws and regulations concern, among
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other things, the containment, disposal and recycling of waste materials, and reporting of the storage, use or release of certain chemicals or hazardous substances. Numerous federal and state environmental laws regulate drilling activities and impose liability for discharges of waste or spills, including those in coastal areas. The Company has conducted pipeline construction in or near ecologically sensitive areas, such as wetlands and coastal environments, which are subject to additional regulatory requirements. State and federal legislation also provide special protections to animal and marine life that could be affected by the Company’s activities. In general, under various applicable environmental programs, the Company may potentially be subject to regulatory enforcement action in the form of injunctions, cease and desist orders and administrative, civil and criminal penalties for violations of environmental laws. Energy Services may also be subject to liability for natural resource damages and other civil claims arising out of a pollution event. The Company would be responsible for any pollution event that was determined to be caused by its actions. It has insurance that it believes is adequate to cover any such occurrences.
Environmental regulations that affect Energy Services’ customers also have an indirect impact on Energy Services. Increasingly stringent environmental regulation of the natural gas industry has led to higher drilling costs and a more difficult and lengthier well permitting process.
The primary environmental statutory and regulatory programs that affect Energy Services’ operations include the following: Department of Transportation regulations, regulations set forth by agencies such as the Federal Energy Regulatory Commission and various environmental agencies including the Environmental Protection Agency, and state and local government agencies.
Health and Safety Matters. Energy Services’ facilities and operations are also governed by various other laws and regulations, including the federal Occupational Safety and Health Act, relating to worker health and workplace safety. The Occupational Safety and Health Administration has issued the Hazard Communication Standard. This standard applies to all private-sector employers, including the natural gas exploration and producing industry. The Hazard Communication Standard requires that employers assess their chemical hazards, obtain and maintain certain written descriptions of these hazards, develop a hazard communication program and train employees to work safely with the chemicals on site. Failure to comply with the requirements of the standard may result in administrative, civil and criminal penalties. Energy Services believes that appropriate precautions are taken to protect employees and others from harmful exposure to materials handled and managed at its facilities and that it operates in substantial compliance with all Occupational Safety and Health Act regulations. It is not anticipated that Energy Services will be required to make material expenditures by reason of such health and safety laws and regulations.
Please see “COVID-19 Response” above to see the steps the Company has taken to ensure the health and safety of its workforce as it relates to the COVID-19 pandemic.
Research and Development/Intellectual Property
Energy Services has not made any material expenditure for research and development. Energy Services does not own any patents, trademarks or licenses.
Employees and Human Capital Resources
Energy Services of America believes the Company’s greatest asset is its employees. The Company’s emphasis on the health and safety of its employees is an important factor in maintaining its experienced workforce and attracting new talent. As of September 30, 2021, the Company had 703 employees including 274 full-time non-union employees.
The Company’s non-union construction, management, and administrative employees are all eligible to participate in the Company paid health, vision, dental, life, prescription, and long-term disability insurance plans. The Company also provides employee paid supplemental life and accident insurance plans. To encourage employees to keep up with routine medical care and participate in its wellness program, the Company funds a Health Reimbursement Account for participating employees. To help employees cover medical expenses pre-tax, the Company offers employees a Flexible Spending Account. The Company also offers employees a 401(k)-retirement plan with a Company match.
The Company’s union construction workers are represented by various collective bargaining units that provide health and welfare and retirement plans to their members. The Company’s top priority is the safety of our construction employees. The Company’s experienced safety department ensures that employees have the Company and customer required safety training before starting a project.
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Daily and weekly safety meetings at project sites help employees remain aware of potential hazards. Periodic internal and third-party safety audits are performed to help ensure that the Company’s and customer’s safety procedures are followed.
Early in the COVID-19 pandemic, the Company had customers that delayed or cancelled projects due to the uncertainty in the economy and health concerns. During this time, the Company attempted to keep as many of its employees working as possible by moving crews to different projects or shifting work responsibilities. The Company also worked closely to accommodate employees’ request to use the Families First Coronavirus Relief Act and the Family Medical Leave Act.
ITEM 1A.Risk Factors
Our business is subject to a variety of risks and uncertainties, including, but not limited to, the risk and uncertainties described below. The risks and uncertainties described below are not the only ones we may face. Additional risks and uncertainties not known to us or not described below also may impair our business operations. If any of the following risks actually occur, our business financial condition and results of operations could be impacted, and we may not be able to achieve our expectations, projections, intentions or beliefs about future events that are intended as “forward-looking statements” under Private Securities Litigation Reform Act of 1995 and should be read in conjunction with the section entitled “Forward looking statements”.
Risk Related to our Operations
Our operating results may vary significantly from quarter to quarter.
We typically experience lower volumes and lower margins during the winter months due to lower demand for our pipeline services and more difficult operating conditions. Also, other items that can materially affect our quarterly results include:
| ● | Adverse weather; |
| ● | Variations in the mix of our work in any quarter; |
| ● | Shortage of qualified labor; |
| ● | Unfavorable regional, national or global economic and market conditions; |
| ● | A reduction in the demand for our services; |
| ● | Changes in customer spending patterns and need for the services we provide; |
| ● | Unanticipated increases in construction and design costs; |
| ● | Timing and volume of work we perform; |
| ● | Termination of existing agreements; |
| ● | Losses experienced not covered by insurance; |
| ● | Payment risks associated with customer financial condition; |
| ● | Changes in bonding requirements of agreements; |
| ● | Interest rate variations; and |
| ● | Changes in accounting and financial reporting standards. |
Risk Related to our Business
The type of contracts we obtain could adversely affect our profitability.
We enter into various types of contracts, including fixed price and variable pricing contracts. On fixed price contracts our profits could be curtailed or eliminated by unanticipated pricing increases associated with the contract.
A portion of our business depends on our ability to provide surety bonds. We may be unable to compete on certain projects if we are not able to obtain the necessary surety bonds.
Current or future market conditions, including losses in the construction industry or as a result of large corporate bankruptcies, as well as changes in our surety providers’ assessment of our operating and financial risk, could cause our surety providers to decline to issue or renew, or substantially reduce the amount of bonds for our work or could increase our bonding costs. These actions could be taken on short notice. Since a growing number of our customers require such bonding, should our surety providers limit or eliminate our access to bonding, our performance could be negatively impacted if we are unable to replace the bonded business with work that
10
does not require bonding or if we are unable to provide other means of securing the jobs performance such as with letters of credit or cash.
Many of our contracts can be cancelled or delayed or may not be renewed upon completion.
If our customers should cancel or delay many projects, our revenues could be reduced if we are unable to replace these contracts with others. Also, we have contracts that expire and are renewed periodically. If we are unsuccessful in renewing those contracts, that could reduce our revenue as well.
Our business requires a skilled labor force and if we are unable to attract and retain qualified employees, our ability to maintain our productivity could be impaired.
Our productivity depends upon our ability to employ and maintain skilled personnel to meet our requirements. Should some of our key managers leave the Company, it could limit our productivity. Also, many of our labor personnel are trade union members. Should we encounter labor problems associated with our union employees or if we are unable to employ enough available operators, welders, or other skilled labor, our production could be significantly curtailed.
Our backlog may not be realized.
Our backlog could be reduced due to cancellation of projects by customers and/or reductions in scope of the projects. Should this occur, our anticipated revenues would be reduced unless we are able to replace those contracts.
We extend credit to customers for purchases of our services and therefore have risk that they may not be able to repay us.
While we have not had any significant problems with collections of accounts receivables historically, should there be an economic downturn our customers’ ability to repay us could be compromised, and this may curtail our operations and ability to operate profitably.
Our dependence on suppliers, subcontractors and equipment manufacturers could expose us to risk of loss in our operations.
On certain projects, we rely on suppliers to obtain the necessary materials and subcontractors to perform portions of our services. We also rely on equipment manufacturers to provide us with the equipment needed to conduct our operations. Any limitation on the availability of materials or equipment or failure to complete work on a timely basis by subcontractors in a quality fashion could lead to added costs and therefore lower profitability for the Company.
We face cybersecurity risk including the breach of confidential personal information, Company or customer intellectual properties, and delays related to data loss.
Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger and other systems. Our computer systems, data management and internal processes, as well as those of third parties, are integral to our performance. Our operational risks include the risk of malfeasance by employees or persons outside our company, errors relating to transaction processing and technology, systems failures or interruptions, breaches of our internal control systems, and business continuation and disaster recovery. There have been increasing efforts by third parties to breach data security. Such attacks include computer viruses, malicious or destructive code, phishing attacks, denial of service or information or other security breaches that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of confidential, proprietary and other information, damages to systems, or other material disruptions to network access or business operations. Although we take protective measures and believe that we have not experienced any of the data breaches described above, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. Because the techniques used to cause security breaches change frequently, we may be unable to proactively address these techniques or to implement adequate preventative measures.
The Company uses industry-leading firewall hardware and runs anti-malware, antivirus, and anti-exploit solutions on all computers as a first line of defense to prevent security breaches. The Company’s email software utilizes spam blocking, phishing filtering, and external sender warnings. The Company uses compartmentalized network drive access to mitigate ransomware damage and performs daily encrypted backups to secure offsite locations including a disaster recovery site.
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Risk Related to the COVID-19 Pandemic
We have operations in multiple states and face risks related to the Coronavirus/COVID 19 global pandemic that could impact our results of operations.
Our business could be adversely affected by the effects of the widespread outbreak of Coronavirus and related variants (“COVID-19”). The outbreak of COVID-19 and other adverse public health developments may have a material and adverse effect on our business operations. These could include disruptions or restrictions on our ability to travel or to complete our projects, as well as temporary closures of our facilities or the facilities of our suppliers or customers. Any disruption of our suppliers or customers would likely impact our operating results. In addition, the continued outbreak of COVID-19 could continue to adversely affect the economies of the states that we operate in resulting in a long-term economic downturn that could impact our operating results.
The SBA may review the Company’s PPP Loan forgiveness application and if the SBA disagrees with the Company’s certification the Company could be subject to penalties and the repayment of the PPP Loans, which could negatively impact the Company’s business, financial condition and results of operations and prospects.
In fiscal year 2021, the Company received notification of forgiveness on the $9.8 million in PPP loans received in calendar year 2020. The Company must retain PPP loan documentation in its files for six years after the date of forgiveness. The Company believes it meets the SBA’s certification requirement based on its limited access to capital, weakened business operations during the pandemic and small market value. The Company’s shares of common stock do not trade on a national exchange. However, no assurance can be given as to the outcome if the SBA re-evaluates the Company’s loan certification. The SBA could determine that the Company does not qualify in whole or in part for loan forgiveness. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. The Company could be required to repay its PPP Loans. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
Risk Related to our Industry
An economic downturn in the industries we serve could lead to less demand for our services.
In addition to the effects of an economic recession, there could be reductions in the industries that the Company serves. If the demand for natural gas should drop dramatically, or the demand for electrical and mechanical services drops dramatically, these would in turn result in less demand for the Company’s services.
Project delays or cancellations may result in additional costs to us, reductions in revenues or the payment of liquidated damages.
In certain circumstances, we guarantee project completion by a scheduled acceptance date or are paid only upon achievement of certain acceptance and performance testing levels. Failure to meet any of these requirements could result in additional costs or penalties which could exceed the expected project profits.
Our industry is highly competitive.
Our industry has been and remains competitive with competitors ranging from small owner operated companies to large public companies. Within that group there may be companies with lower overhead costs that may be able to price their services at lower levels than we can. Accordingly, if that occurs, our business opportunities could be severely limited. In addition, our industry competes for energy demand with suppliers of alternative energy sources such as solar and wind.
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We may be unsuccessful at generating internal growth.
Our ability to generate internal growth will be affected by our ability to:
| ● | Attract new customers; |
| ● | Expand our relationships with existing customers; |
| ● | Hire and maintain qualified employees; |
| ● | Expand geographically; and |
| ● | Adjust quickly to changes in our industry. |
Risk Related to Financing
Credit facilities to fund our operations and growth might not be available.
Our business relies heavily on having lines of credit in place to fund the various projects we are working on. Should funding not be available, or on favorable terms, it could severely curtail our operations and the ability to generate profits. Energy Services maintains a banking relationship with two regional banks and has lines of credit and borrowing facilities with these institutions. On August 3, 2021, the Company renewed its $15.0 million Operating Line of Credit (2020) with United Bank, WV. Based on the borrowing base calculation, the Company could borrow up to $12.2 million as of September 30, 2021. The Company had borrowed $4.5 million on the line of credit, leaving $7.7 million available on the line of credit. The Company believes this line of credit will provide enough operating capital for future projects, but the Company cannot guarantee it will always have access to this line of credit in the future depending on the Company’s financial performance.
Risk Related to our Financial Performance
Revenue and cost estimates on projects may differ from actual results.
The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. While the Company believes estimates on project performance are materially correct at September 30, 2021, there can be no assurance that actual results will not differ from those estimates.
Risk Related to Law and Regulatory Compliance
During the ordinary course of business, we may become subject to lawsuits or indemnity claims, which could materially and adversely affect our business and results of operations.
From time to time, we may in the ordinary course of business be named as a defendant in lawsuits, claims and other legal proceedings. These actions may seek, among other things, compensation for alleged personal injury, worker’s compensation, employment discrimination, breach of contract, property damages, civil penalties and other losses of injunctive or declaratory relief. Also, we often indemnify our customers for claims related to the services we provide and actions we take under our contracts with them. Because our services in certain instances may be integral to the operation and performance of our customers’ infrastructure, we may become subject to lawsuits or claims for any failure of the systems we work on. While we carry insurance to protect the Company against such claims, the outcomes of any of the lawsuits, claims or legal proceedings could result in significant costs and diversion of management’s attention from the business. Payments of significant amounts, even if reserved, could adversely affect our reputation, liquidity and results of operations.
We may incur liabilities or suffer negative financial or reputational harm relating to occupational health and safety matters.
Our operations are subject to extensive laws and regulations relating to the maintenance of safe conditions in the workplace. While we are constantly monitoring our health and safety programs, our industry involves a high degree of operating risk and there can be no assurance given that we will avoid significant liability exposure and/or be precluded from working for various customers due to high incident rates.
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While the Company encourages employees to receive COVID-19 vaccinations, enforcement of OSHA’s COVID-19 Vaccination and Testing Emergency Temporary Standard could result in lost productivity and additional expense for the Company.
Changes by the government in laws regulating the industries we serve could reduce our sales volumes.
If the government enacts legislation that has a serious impact on the industries we serve, it could lead to the curtailment of capital projects in those industries and therefore lead to lower sales volumes for our Company.
Our failure to comply with environmental laws could result in significant liabilities.
Our operations are subject to various environmental laws and regulations, including those dealing with the handling and disposal of waste products, polychlorinated biphenyls (PCBs) and other hazardous materials, as well as fuel storage. We also work around and under bodies of water. We invest significantly in compliance with the appropriate laws and regulations. However, if we should inadvertently cause contamination of waters or soils, liabilities for our Company relating to cleanup and remediation could be substantial and could exceed any insurance coverage we might have and result in a negative impact to the Company’s ability to operate.
ITEM 1B.Unresolved Staff Comments
None.
ITEM 2.Properties
The Company and its subsidiaries own the property where its subsidiaries, C.J. Hughes, Nitro, West Virginia Pipeline, and the Company’s headquarters are located. We maintain our executive offices at 75 West 3rd Ave., Huntington, West Virginia 25701, which is also the offices of C.J. Hughes and Contractors Rental. Nitro’s office is located at 4300 1st Ave., Nitro, WV 25143. West Virginia Pipeline’s office is located at 300 Pipeline Road, Princeton, WV 24739. SQP rents its office space and is located at 281 Smiley Drive, St Albans, WV 25177. The Company’s management believes that its properties are adequate for the business it conducts. Please see “Liquidity and Capital Resources” on page 27 for a description of the mortgages on the Nitro properties.
ITEM 3.Legal Proceedings
In February 2018, the Company filed a lawsuit against a former customer (“Defendant”) in the United States District Court for the Western District of Pennsylvania. The lawsuit is related to a dispute over work performed on a pipeline construction project. On November 9, 2021, the Company was awarded $5.8 million, none of which has been recognized in the Company’s financial statements. The Defendant has filed motions to request a new trial or a renewed judgement as a matter of law, which has not been ruled upon. The Company anticipates that a final judgement order will be issued in the first calendar quarter of 2022. A party to a civil lawsuit usually has 30 days from the entry of judgment to file a notice of appeal.
Other than described above, at September 30, 2021, the Company was not involved in any legal proceedings other than in the ordinary course of business. The Company is a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims, and proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. At September 30, 2021, the Company does not believe that any of these proceedings, separately or in aggregate, would be expected to have a material adverse effect on our financial position, results of operations or cash flows.
ITEM 4.Mine Safety Disclosures
None.
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PART II
ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is quoted under the symbol “ESOA” and transactions in the stock are reported on the OTCQB marketplace.
The following table sets forth the range of high and low sales prices for common stock during each of the last two fiscal years and is based on information provided by the OTCQB. The high and low “bid price”, as required to be disclosed by Regulation S-K, was not available for certain periods because either these were not two-sided quotes by market makers or there was only one market maker with a two-sided quote. Over the counter market quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.
Common Stock
Fiscal 2020 |
| High |
| Low |
| Dividends | |||
Quarter ended December 31, 2019 | $ | 0.95 | $ | 0.63 | $ | 0.05 | |||
Quarter ended March 31, 2020 |
| 1.17 |
| 0.65 |
| — | |||
Quarter ended June 30, 2020 |
| 1.15 |
| 0.65 |
| — | |||
Quarter ended September 30, 2020 |
| 1.05 |
| 0.72 |
| — | |||
Fiscal 2021 |
| High |
| Low |
| Dividends | |||
Quarter ended December 31, 2020 | $ | 1.30 | $ | 0.81 | $ | — | |||
Quarter ended March 31, 2021 |
| 2.45 |
| 1.02 |
| — | |||
Quarter ended June 30, 2021 |
| 2.40 |
| 1.96 |
| — | |||
Quarter ended September 30, 2021 |
| 2.40 |
| 1.62 |
| — | |||
As of December 16, 2021, there were 39 holders of record of our common stock. Certain shares of the Company’s common stock are held in “nominee” or “street” name and accordingly the number of beneficial owners of common stock is not included in the number of record holders.
On December 11, 2019, the Company declared a $0.05 per share special dividend that was paid on December 31, 2019, to common stockholders of record as of December 23, 2019. The special dividend totaled $696,117. The payment of cash dividends in the future will be contingent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any future dividends will be within the discretion of our board of directors.
On August 22, 2019, the Company announced that the Board of Directors authorized a stock repurchase program under which the Company would purchase up to 10%, or approximately 1,393,393 shares, of the Company’s issued and outstanding stock. The purchase program started on August 26, 2019, and expired on August 26, 2020. The Company suspended the stock repurchase program on April 27, 2020. Accordingly, there were no repurchases in the Company’s fourth fiscal quarter in 2020. The program resulted in the repurchase of 312,522 shares through September 30, 2020. The Company did not repurchase any stock during the three and twelve months ended September 30, 2021.
At the annual meeting of shareholders on August 11, 2010, the shareholders approved the Energy Services of America Corporation Long Term Incentive Plan, to provide employees and directors of the Company with additional incentives to promote the growth and performance of the Company. The ten-year plan expired as of August 2020 with no awards in the fiscal year ended September 30, 2020. All stock grants have vested or been forfeited as of September 30, 2021.
ITEM 6. Reserved
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ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion of the financial condition and results of operations of Energy Services in conjunction with the historical financial statements and related notes contained elsewhere herein. Among other things, those historical consolidated financial statements include more detailed information regarding the basis of presentation for the following information.
Understanding Gross Margins
Our gross margin is gross profit expressed as a percentage of revenues. Cost of revenues consists primarily of salaries, wages and some benefits to employees, depreciation, fuel and other equipment costs, equipment rentals, subcontracted services, portions of insurance, facilities expense, materials and parts and supplies. Factors affecting gross margin include:
Seasonal. As discussed above, seasonal patterns can have a significant impact on gross margins. Usually, business is slower in the winter months versus the warmer months.
Weather. Adverse or favorable weather conditions can impact gross margin in each period. Periods of wet weather, snow or rainfall, as well as severe temperature extremes can severely impact production and therefore negatively impact revenues and margins. Conversely, periods of dry weather with moderate temperatures can positively impact revenues and margins due to the opportunity for increased production and efficiencies.
Revenue Mix. The mix of revenues between customer types and types of work for various customers will impact gross margins. Some projects will have greater margins while others that are extremely competitive in bidding may have narrower margins.
Service and Maintenance versus Installation. In general, installation work has a higher gross margin than maintenance work. This is because installation work usually is of a fixed price nature and therefore has higher risks involved. Accordingly, a higher portion of the revenue mix from installation work typically will result in higher margins.
Subcontract Work. Work that is subcontracted to other service providers generally has lower gross margins. Increases in subcontract work as a percentage of total revenues in each period may contribute to a decrease in gross margin.
Materials versus Labor. Typically, materials supplied on projects have lower margins than labor. Accordingly, projects with a higher material cost in relation to the entire job will have a lower overall margin.
Depreciation. Depreciation is included in our cost of revenue. This is a common practice in our industry but can make comparability to other companies difficult.
Margin Risk. Failure to properly execute a job including failure to properly manage and supervise a job could decrease the profit margin.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of compensation and related benefits to management, administrative salaries and benefits, marketing, communications, office and utility costs, professional fees, bad debt expense, letter of credit fees, general liability insurance and miscellaneous other expenses.
16
Results of Operations for the Year Ended September 30, 2021, Compared to the Year Ended September 30, 2020.
Revenue. A table comparing the components of the Company’s revenues for the fiscal years ended September 30, 2021, and 2020 is below:
Fiscal Year Ended |
| |||||||||||||||
September 30, 2021 | % of total | September 30, 2020 | % of total | Change | % Change |
| ||||||||||
Gas & Water Distribution |
| $ | 40,440,195 |
| 33.0 | % | $ | 24,488,259 |
| 20.54 | % | $ | 15,951,936 |
| 65.14 | % |
Gas & Petroleum Transmission |
| 22,133,483 |
| 18.1 | % |
| 43,044,207 |
| 36.11 | % |
| (20,910,724) |
| (48.58) | % | |
Electrical, Mechanical, and General |
| 59,892,148 |
| 48.9 | % |
| 51,661,974 |
| 43.34 | % |
| 8,230,174 |
| 15.93 | % | |
Total | $ | 122,465,826 |
| 100.0 | % | $ | 119,194,440 |
| 100.0 | % | $ | 3,271,386 |
| 2.74 | % | |
Revenue increased by $3.3 million or 2.7% to $122.5 million for the fiscal year ended September 30, 2021, from $119.2 million for the fiscal year ended September 30, 2020.
Gas & Water Distribution revenues totaled $40.4 million for fiscal year ended September 30, 2021, a $16.0 million increase from $24.5 million for fiscal year ended September 30, 2020. The revenue increase was primarily related to the Company’s overall commitment to growing this line of business through adding new distribution crews and the acquisition of West Virginia Pipeline. West Virginia Pipeline, acquired on December 31, 2020, contributed revenues of $5.7 million for the fiscal year ended September 30, 2021.
Gas & Petroleum Transmission revenues totaled $22.1 million for fiscal year ended September 30, 2021, a $20.9 million decrease from $43.0 million for fiscal year ended September 30, 2020. The revenue decrease was primarily related to fewer project bid opportunities combined with greater competition from non-union and larger union bidders during fiscal year ended September 30, 2021. The Company was awarded several transmission projects that were delayed by the customer until later in the Company’s fourth quarter of fiscal year 2021. Those projects are expected to be completed in the Company’s first quarter of fiscal year 2022.
Electrical, Mechanical, & General services and construction revenues totaled $59.9 million for fiscal year ended September 30, 2021, an $8.2 million increase from $51.7 million for fiscal year ended September 30, 2020. The revenue increase was primarily due to a large automotive project, which started in fiscal year 2020 and was completed in fiscal year 2021. In addition, the Company had a significant amount of outage work that started in the fourth quarter of fiscal year 2021. SQP, started in March 2021, accounted for $3.1 million in revenue for fiscal year 2021.
Please see page F-31 of the Notes to Consolidated Financial Statements for a quarterly summary of revenues earned.
Cost of Revenues. A table comparing the components of the Company’s costs of revenues for fiscal years ended September 30, 2021 and 2020, is below:
Fiscal Year Ended |
| |||||||||||||||
| September 30, 2021 |
| % of total |
| September 30, 2020 |
| % of total |
| Change |
| % Change |
| ||||
Gas & Water Distribution | $ | 32,467,794 |
| 29.6 | % | $ | 20,108,867 |
| 19.0 | % | $ | 12,358,927 |
| 61.46 | % | |
Gas & Petroleum Transmission |
| 17,237,245 |
| 15.7 | % |
| 32,356,277 |
| 30.6 | % |
| (15,119,032) |
| (46.73) | % | |
Electrical, Mechanical, and General |
| 55,574,528 |
| 50.7 | % |
| 48,475,344 |
| 45.9 | % |
| 7,099,184 |
| 14.64 | % | |
Unallocated Shop Expenses |
| 4,265,237 |
| 3.9 | % |
| 4,752,721 |
| 4.5 | % |
| (487,484) |
| (10.26) | % | |
Total | $ | 109,544,804 |
| 100.0 | % | $ | 105,693,209 |
| 100.0 | % | $ | 3,851,595 |
| 3.64 | % | |
Total cost of revenues increased by $3.8 million or 3.6% to $109.5 million for fiscal year ended September 30, 2021, from $105.7 million for the fiscal year ended September 30, 2020.
Gas & Water Distribution cost of revenues totaled $32.5 million for the fiscal year ended September 30, 2021, a $12.4 million increase from $20.1 million for fiscal year ended September 30, 2020. The cost of revenues increase was primarily related to the Company’s overall commitment to growing this line of business through adding new distribution crews and the acquisition of West Virginia Pipeline. West Virginia Pipeline, acquired on December 31, 2020, incurred cost of revenues of $3.4 million for fiscal year ended September 30, 2021.
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Gas & Petroleum Transmission cost of revenues totaled $17.2 million for fiscal year ended September 30, 2021, a $15.2 million decrease from $32.4 million for fiscal year ended September 30, 2020. The cost of revenues decrease was primarily related to fewer project bid opportunities combined with greater competition from non-union and larger union bidders during fiscal year ended September 30, 2021.
Electrical, Mechanical, & General services and construction cost of revenues totaled $55.6 million for fiscal year ended September 30, 2021, a $7.1 million increase from $48.5 million for fiscal year ended September 30, 2020. The cost of revenues increase was primarily due to a large automotive project, which started in fiscal year 2020 and was completed in fiscal year 2021. In addition, the Company had a significant amount of outage work that started in the fourth quarter of fiscal year 2021. SQP, started in March 2021, accounted for $2.7 million in cost of revenues for fiscal year 2021.
Unallocated shop expenses totaled $4.3 million for fiscal year ended September 30, 2021, a $487,000 decrease from $4.8 million for fiscal year ended September 30, 2020. The decrease in unallocated shop expenses was due to increased internal equipment charges to projects for fiscal year ended September 30, 2021, as compared to 2020.
Gross Profit. A table comparing the components of the Company’s gross profit for fiscal years ended September 30, 2021, and 2020, is below:
Fiscal Year Ended |
| |||||||||||||||
| September 30, 2021 |
| % of revenue |
| September 30, 2020 |
| % of revenue |
| Change |
| % Change |
| ||||
Gas & Water Distribution | $ | 7,972,401 | 61.7 | % | $ | 4,379,392 | 32.4 | % | $ | 3,593,009 | 82.0 | % | ||||
Gas & Petroleum Transmission |
| 4,896,238 |
| 37.9 | % | 10,687,930 |
| 79.2 | % | (5,791,692) |
| (54.2) | % | |||
Electrical, Mechanical, and General |
| 4,317,620 |
| 33.4 | % | 3,186,630 |
| 23.6 | % | 1,130,990 |
| 35.5 | % | |||
Unallocated Shop Expenses |
| (4,265,237) |
| (33.0) | % | (4,752,721) |
| (35.2) | % | 487,484 |
| (10.3) | % | |||
Total | $ | 12,921,022 |
| 100.0 | % | $ | 13,501,231 |
| 100.0 | % | $ | (580,209) |
| (4.3) | % | |
Gross profit percentage |
| 10.6 | % |
| 11.3 | % | ||||||||||
Total gross profit decreased by $580,000 or (4.3%) to $12.9 million for fiscal year ended September 30, 2021, from $13.5 million for fiscal year ended September 30, 2020.
Gas & Water Distribution gross profit totaled $8.0 million for fiscal year ended September 30, 2021, a $3.6 million increase from $4.4 million for fiscal year ended September 30, 2020. The gross profit increase was primarily related to the Company’s overall commitment to growing this line of business through adding new distribution crews and the acquisition of West Virginia Pipeline. West Virginia Pipeline, acquired on December 31, 2020, contributed gross profit of $2.4 million for fiscal year ended September 30, 2021.
Gas & Petroleum Transmission gross profit totaled $4.9 million for fiscal year ended September 30, 2021, a $5.8 million decrease from $10.7 million for fiscal year ended September 30, 2020. The gross profit decrease was primarily related to fewer project bid opportunities combined with greater competition from larger union and non-union bidders during fiscal year ended September 30, 2021.
Electrical, Mechanical, & General services and construction gross profit totaled $4.3 million for fiscal year ended September 30, 2021, a $1.1 million increase from $3.2 million for fiscal year ended September 30, 2020. An increase in volume combined with more efficient production accounted for the increased gross profit. SQP, started in March 2021, accounted for $388,000 in gross profit for fiscal year 2021.
Gross loss attributed to unallocated shop expenses totaled $4.3 million for fiscal year ended September 30, 2021, a $487,000 decrease from $4.8 million for fiscal year ended September 30, 2020. The gross loss decrease was primarily due to increased internal equipment charges to projects for fiscal year ended September 30, 2021, as compared to 2020.
Selling and administrative expenses. Total selling and administrative expenses increased by $4.0 million to $13.8 million for fiscal year ended September 30, 2021, from $9.8 million for fiscal year ended September 30, 2020. Approximately $1.2 million of the selling and administrative expense increase for fiscal year ended September 30, 2021, was from the operations of the new subsidiaries, West Virginia Pipeline and SQP. In addition, the Company incurred approximately $150,000 in acquisition costs during the fiscal year ended September 30, 2021.
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The Company incurred higher labor costs for fiscal year ended September 30, 2021, compared to fiscal year ended September 30, 2020, primarily due to the Company investing approximately $962,000 in personnel to enhance project management and estimating in the transmission division, develop a quality assurance/quality control program, expand its mechanical services, and improve production tracking. Additionally, incentive compensation increased by $481,000 for fiscal year ended September 30, 2021, as compared to fiscal year ended September 30, 2020. The overall increase in selling and administrative expense, including an increase in incentive compensation, related to an initiative launched by the Company to increase and incentivize operational talent within the Company in order to increase revenue and profit margins.
A one-time $651,000 Qualified Non-Elective Contribution (“QNEC”) adjustment to the Company’s 401(k) plan (“Plan”) attributable to the 2021 Plan year increased selling and administrative costs for fiscal year ended September 30, 2021, as compared to fiscal year ended September 30, 2020. The reason for the QNEC adjustment was to correct Plan participant’s balances due to a third-party administrator’s actions.
(Loss) income from operations. Loss from operations was ($893,000) for fiscal year ended September 30, 2021, a $4.6 million decrease from a $3.7 million income from operations for the fiscal year ended September 30, 2020.
Interest Expense. Interest expense increased by $71,000 or 14.6% to $557,000 for the fiscal year ended September 30, 2021, from $486,000 for the fiscal year ended September 30, 2020. This increase was primarily due to increased line of credit borrowings and financing the West Virginia Pipeline acquisition and equipment purchases.
Other income (expenses). Other income totaled $10.0 million for fiscal year ended September 30, 2021, as compared to other expenses of ($93,000) for fiscal year ended September 30, 2020. The increase in other income was primarily related to $9.8 million of PPP loan debt forgiveness recognized during the fiscal year ended September 30, 2021. Please see the “Paycheck Protection Program Loans” disclosure on page 9.
Net Income. Income before income taxes was $9.1 million for fiscal year ended September 30, 2021, compared to $3.6 million for fiscal year ended September 30, 2020. The increase in income before income taxes was primarily due to PPP loan debt forgiveness, which was a one-time event that will not be repeated.
Income tax benefit for fiscal year ended September 30, 2021, was ($29,000) compared to income tax expense of $1.1 million for fiscal year ended September 30, 2020.
The effective income tax rate for fiscal year ended September 30, 2021, was (0.32%), as compared to 32.0% for fiscal year ended September 30, 2020. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income and non-deductible expenses.
According to the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) passed by Congress in March 2020, PPP loan forgiveness is not taxable. In accordance with the Consolidated Appropriations Act, 2021, the Company’s PPP related expenditures in fiscal year 2020 were considered deductible expenses for federal income tax purposes. The PPP forgiveness had a significant impact on the effective income tax rate for fiscal year ended September 30, 2021, as taxable income was decreased by $9.8 million.
Per diem paid to employees on construction projects and entertainment expenses are only partially deductible from taxable income and can have a significant impact on the effective tax rate. For the fiscal years ended September 30, 2021, and 2020, the non-deductible portion of per diem and entertainment expenses resulted in an approximate increase in taxable income of $515,000 and $530,000, respectively.
Dividends on preferred stock for fiscal years ended September 30, 2021, and 2020 were $284,238 and $309,000, respectively. There will be no further dividends paid on preferred stock after the October 6, 2021 redemption of all the Company’s preferred stock.
Net income available to common shareholders for fiscal year ended September 30, 2021, was $8.8 million compared to $2.1 million for fiscal year ended September 30, 2020.
19
Comparison of Financial Condition at September 30, 2021 Compared to September 30, 2020.
The Company had total assets of $70.2 million at September 30, 2021, an increase of $12.0 million from the prior fiscal year end balance of $58.2 million.
Net property, plant and equipment totaled $22.9 million at September 30, 2021, an increase of $6.5 million from the prior fiscal year end balance of $16.4 million. Property, plant and equipment acquisitions totaled $11.3 million for fiscal year 2021 while depreciation expense was $4.7 million, and the net impact of disposals was $76,000. Assets received as part of the West Virginia Pipeline and Revolt Energy acquisitions accounted for $2.1 million of the $11.3 million in total acquisitions.
Goodwill and acquired intangible assets resulting from the West Virginia Pipeline and Revolt Energy acquisitions totaled $4.2 million at September 30, 2021, as compared to no goodwill and acquired intangible assets at the prior fiscal year end.
Contract assets totaled $8.7 million at September 30, 2021, an increase of $2.2 million from the prior fiscal year end balance of $6.5 million. This increase was primarily due to the timing of project billings and related increase in costs and estimated earnings in excess of billings at September 30, 2021 as compared to at September 30, 2020.
The aggregate balance of accounts receivable, retainages receivable, allowance for doubtful accounts and other receivables totaled $22.5 million at September 30, 2021, an increase of $1.8 million from the combined prior fiscal year end balance of $20.7 million. The increase was primarily due to a $2.5 million increase in accounts receivable related to the new subsidiaries, West Virginia Pipeline and SQP.
Prepaid expenses and other totaled $3.5 million at September 30, 2021, an increase of $200,000 from the prior fiscal year end balance of $3.3 million. The increase was primarily due to the increase of various prepaid insurance accounts based on labor cost expensed or standard monthly charges.
Cash and cash equivalents totaled $8.2 million at September 30, 2021, a decrease of $3.0 million from the prior fiscal year end balance of $11.2 million. The decrease was primarily related to a $6.0 million investment in property and equipment and $2.8 million in long-term debt repayments, partially offset by a $4.5 million increase in line of credit borrowings and $800,000 net cash provided by operating activities.
Liabilities totaled $35.5 million at September 30, 2021, an increase of $3.2 million from the prior fiscal year end balance of $32.3 million.
Lines of credit and short-term borrowings totaled $5.0 million at September 30, 2021, an increase of $4.5 million from the prior fiscal year end balance of $510,000. This increase was primarily due to borrowings against the Company’s operating line of credit.
Accounts payable totaled $7.3 million as of September 30, 2021, an increase of $2.1 million from the prior fiscal year end balance of $5.2 million. The increase was due to the timing of payments to material and equipment providers. New subsidiaries, West Virginia Pipeline and SQP, accounted for $1.1 million of the increase.
Accrued expenses and other current liabilities totaled $5.6 million at September 30, 2021, an increase of $1.4 million from the prior fiscal year end balance of $4.2 million. The increase was primarily due to increased labor and burden expenses incurred towards the end of fiscal year 2021 compared to 2020.
The aggregate balance of current maturities of long-term debt and long-term debt totaled $12.4 million at September 30, 2021, a decrease of $2.8 million from the prior fiscal year end balance of $15.3 million. The decrease was primarily due to forgiveness received on $9.8 million in PPP loans and $2.8 million in debt repayments, partially offset by a $6.4 million increase related to financing the West Virginia Pipeline acquisition and a $3.0 million increase related to the financing of equipment.
Contract liabilities totaled $3.2 million at September 30, 2021, a decrease of $1.7 million from the prior fiscal year end balance of $4.9 million. This decrease was due to a lower amount of overbillings when comparing the billed revenue and percentage of cost completed on construction projects in 2021 as compared to 2020.
20
Net deferred income tax payable totaled $2.0 million at September 30, 2021, a decrease of $222,000 from the prior fiscal year end balance of $2.3 million. The decrease was primarily due to a loss from operations net of non-taxable income recognized from PPP loan forgiveness and deferred income tax payable resulting from bonus depreciation on property, plant and equipment acquisitions in fiscal year 2021.
Shareholders’ equity totaled $34.6 million at September 30, 2021, an increase of $8.8 million from the prior fiscal year end balance of $25.8 million. This increase was primarily due to $9.8 million in income related to PPP loan forgiveness, partially offset by a loss of ($742,000) prior to PPP loan forgiveness, and $284,000 in accrued preferred dividends.
Liquidity and Capital Resources
Indebtedness
On December 16, 2014, the Company’s Nitro subsidiary entered into a 20-year $1.2 million loan agreement with First Bank of Charleston, Inc. (West Virginia) to purchase the office building and property it had previously been leasing for $6,300 monthly. The interest rate on this loan agreement is 4.82% with monthly payments of $7,800. The interest rate on this note is subject to change from time to time based on changes in The U.S. Treasury yield, adjusted to a constant maturity of three years as published by the Federal Reserve weekly. As of September 30, 2021, the Company had made principal payments of $281,000. The loan is collateralized by the building purchased under this agreement.
On September 16, 2015, the Company entered into a $2.5 million Non-Revolving Note agreement with United Bank, Inc. This six-year agreement gave the Company access to a $2.5 million line of credit (“Equipment Line of Credit”), specifically for the purchase of equipment, for the period of one year with an interest rate of 5.0%. After the first year, all borrowings against the Equipment Line of Credit were converted to a five-year term note agreement with an interest rate of 5.0%. As of September 30, 2021, the Company had borrowed $2.46 million against this note and had paid off the loan, which was collateralized by the equipment purchased under this agreement.
On November 13, 2015, the Company entered into a 10-year $1.1 million loan agreement with United Bank, Inc. to purchase the fabrication shop and property Nitro had previously been leasing for $12,900 each month. The interest rate on the new loan agreement is 4.25% with monthly payments of $11,602. As of September 30, 2021, the Company had made principal payments of $569,000. The loan is collateralized by the building and property purchased under this agreement.
On June 28, 2017, the Company entered into a $5.0 million Non-Revolving Note agreement with United Bank, Inc. This five-year agreement gave the Company access to a $5.0 million line of credit (“Equipment Line of Credit 2017”), specifically for the purchase of equipment, for a period of three months with an interest rate of 4.99%. After three months, all borrowings against the Equipment Line of Credit 2017 were converted to a five-year term note agreement with an interest rate of 4.99%. As of September 30, 2021, the Company had borrowed $5.0 million against this note and made principal payments of $4.2 million. The loan is collateralized by the equipment purchased under this agreement.
On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million fair acquisition, the acquirer paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires equal annual payments with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of September 30, 2021, the Company has made interest payments of $73,000 and expensed $22,500 in accreted interest. The Company made the first installment payment in December 2021.
On January 4, 2021, the Company entered into a $3.0 million Non-Revolving Note agreement with United Bank, Inc. This five-year agreement gave the Company access to a $3.0 million line of credit (“Equipment Line of Credit 2021”), specifically for the purchase of equipment, for a period of twelve months with a variable interest rate initially established at 4.25% as based on the Prime Rate as published by The Wall Street Journal. After twelve months, all borrowings against the Equipment Line of Credit 2021 will be converted to a four-year term note agreement with a variable interest rate initially established at 4.25%. The loan is collateralized by the equipment purchased under this agreement. As of September 30, 2021, the Company borrowed $3.0 million against this line of credit with payments set to begin in February 2022. The Company has made interest payments of $34,000 on this note as of September 30, 2021.
21
On April 2, 2021, the Company entered into a $3.5 million Non-Revolving Note agreement with United Bank, Inc. This five-year agreement repaid the outstanding $3.5 million line of credit that was used for the down payment on the West Virginia Pipeline acquisition. This loan has a variable interest rate initially established at 4.25% as based on the Prime Rate as published by The Wall Street Journal. The loan is collateralized by the Company’s equipment and receivables. As of September 30, 2021, the Company had made principal payments of $316,000.
Operating Line of Credit
On August 3, 2021, the Company received a one-year extension on its line of credit (“Operating Line of credit (2021)”) effective June 28, 2021. The $15.0 million revolving line of credit has a $12.5 million component and a $2.5 million component, each with separate borrowing requirements. The interest rate on the line of credit is the “Wall Street Journal” Prime Rate (the index) with a floor of 4.99%. Based on the borrowing base calculation, the Company was able to borrow up to $12.2 million as of September 30, 2021. The Company had $4.5 million in borrowings on the line of credit, leaving $7.7 million available on the line of credit as of September 30, 2021. The interest rate at September 30, 2021, was 4.99%. Based on the borrowing base calculation, the Company was able to borrow up to $11.1 million as of September 30, 2020. The Company had no borrowings on the line of credit, as of September 30, 2020. The interest rate at September 30, 2020, was 4.99%.
Major items excluded from the borrowing base calculation are receivables from bonded jobs and retainage as well as all items greater than ninety (90) days old. Line of credit borrowings are collateralized by the Company’s accounts receivable. Cash available under the line is calculated based on 70.0% of the Company’s eligible accounts receivable.
Under the terms of the agreement, the Company must meet the following loan covenants to access the first $12.5 million:
| 1. | Minimum tangible net worth of $19.0 million to be measured quarterly, |
| 2. | Minimum traditional debt service coverage of 1.25x to be measured quarterly on a rolling twelve- month basis, |
| 3. | Minimum current ratio of 1.50x to be measured quarterly, |
| 4. | Maximum debt to tangible net worth ratio (“TNW”) of 2.0x to be measured semi-annually, |
| 5. | Full review of accounts receivable aging report and work in progress. The results of the review shall be satisfactory to the lender in its sole and unfettered discretion. |
Under the terms of the agreement, the Company must meet the following additional requirements for draw requests causing the borrowings to exceed $12.5 million:
| 1. | Minimum traditional debt service coverage of 2.0x to be measured quarterly on a rolling twelve-month basis, |
| 2. | Minimum tangible net worth of $21.0 million to be measured quarterly. |
The Company was in compliance with all covenants for the $12.5 million component of Operating Line of Credit (2021) at September 30, 2021 except for the debt service coverage ratio, for which the Company obtained a waiver from its lender.
As of September 30, 2021, the Company had $8.2 million in cash and $18.4 million in working capital. The maturities of long-term and short-term debt, which includes line of credit borrowings, term notes payable to banks, and notes payable on various equipment purchases, were as follows:
2022 |
| $ | 8,441,824 |
2023 |
| 2,152,652 | |
2024 |
| 2,215,516 | |
2025 |
| 2,278,581 | |
2026 |
| 1,739,495 | |
Thereafter |
| 634,530 | |
$ | 17,462,598 |
22
Off-Balance Sheet Transactions
Due to the nature of our industry, we often enter into certain off-balance sheet arrangements in the ordinary course of business that result in risks not directly reflected on our balance sheets. Though for the most part not material in nature, some of these are:
Leases
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Among other things, lessees are required to recognize the following for all leases (except for short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. It is the Company’s preference to acquire equipment needed for long-term use through purchase, by cash or finance. For equipment needed on a short-term basis, the Company will enter into short-term rental agreements with the equipment provider where the agreement is cancellable at any time. The adoption of ASU 2016-02 had an immaterial impact, if any, on its consolidated financial statements.
The Company leases office space for SQP Construction Group for $1,500 per month. The lease, signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term. Rental terms for the option periods shall be negotiated and agree mutually between the parties and shall not exceed five percent increases to rent, if any. The lease is expensed monthly and not treated as a right-to-use asset as it does not have a material impact on the Company’s consolidated financial statements.
The Company rents equipment for use on construction projects with rental agreements being week to week or month to month. Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the Consolidated Income Statement, was $3.6 million and $4.2 million for the twelve months ended September 30, 2021, and 2020, respectively.
Letters of Credit
Certain of our customers or vendors may require letters of credit to secure payments that the vendors are making on our behalf or to secure payments to subcontractors, vendors, etc. on various customer projects. At September 30, 2021, the Company did not have any outstanding letters of credit.
Performance Bonds
Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make.
Currently, the Company has an agreement with a surety company to provide bonding which will suit the Company’s immediate needs. The ability to obtain bonding for future contracts is an important factor in the contracting industry with respect to the type and value of contracts that can be bid. Depending upon the size and conditions of a particular contract, the Company may be required to post letters of credit or other collateral in favor of the insurer. Posting of these letters or other collateral will reduce our borrowing capabilities. The Company does not anticipate any claims in the foreseeable future. At September 30, 2021, the Company had $30.1 million in performance bonds outstanding.
Concentration of Credit Risk
In the ordinary course of business, the Company grants credit under normal payment terms, generally without collateral, to our customers, which include natural gas and oil companies, general contractors, and various commercial and industrial customers located within the United States. Consequently, the Company is subject to potential credit risk related to business and economic factors that would affect these companies. However, the Company generally has certain statutory lien rights with respect to services provided.
23
Under certain circumstances such as foreclosure, the Company may take title to the underlying assets in lieu of cash in settlement of receivables.
Please see the tables below for customers that represent 10.0% or more of the Company’s revenue or accounts receivable net of retention for the fiscal years ended September 30, 2021, and 2020:
Revenue |
| FY 2021 |
| FY 2020 |
|
TransCanada Corporation |
| 11.0 | % | 24.7 | % |
Marathon Petroleum |
| * | 11.1 | % | |
All other |
| 89.0 | % | 64.2 | % |
Total |
| 100.0 | % | 100.0 | % |
* Less than 10.0% and included in "All other" if applicable
Accounts receivable net of retention |
| FY 2021 |
| FY 2020 |
|
Kentucky American Water |
| 16.3 | % | * | |
TransCanada Corporation |
| 13.2 | % | 18.4 | % |
Marathon Petroleum | * | 19.7 | % | ||
Shimizu North American LLC | * | 11.9 | % | ||
All other |
| 70.5 | % | 50.0 | % |
Total |
| 100.0 | % | 100.0 | % |
* Less than 10.0% and included in "All other" if applicable
Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements. The loss of a major customer could have a severe impact on the profitability of operations of the Company. However, due to the nature of the Company’s operations, the major customers and sources of revenues may change from year to year.
Litigation
In February 2018, the Company filed a lawsuit against a former customer (“Defendant”) in the United States District Court for the Western District of Pennsylvania. The lawsuit is related to a dispute over changes on a pipeline construction project. On November 9, 2021, the Company was awarded $5.8 million, none of which has been recognized in the Company’s financial statements. The Defendant has filed motions to request a new trial or a renewed judgement as a matter of law, which has not been ruled upon. The Company anticipates that a final judgement order will be issued in the first calendar quarter of 2022. A party to a civil lawsuit usually has 30 days from the entry of judgment to file a notice of appeal.
Other than described above, at September 30, 2021, the Company was not involved in any legal proceedings other than in the ordinary course of business. The Company is a party from time to time to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. These actions typically seek, among other things, compensation for alleged personal injury, breach of contract and/or property damages, punitive damages, civil penalties or other losses, or injunctive or declaratory relief. With respect to all such lawsuits, claims, and proceedings, we record reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. At September 30, 2021, the Company does not believe that any of these proceedings, separately or in aggregate, would be expected to have a material adverse effect on our financial position, results of operations or cash flows.
Related Party Transactions
We intend that all transactions between us and our executive officers, directors, holders of 10% or more of the shares of any class of our common stock and affiliates thereof, will be on terms no less favorable than those terms given to unaffiliated third parties and will be approved by a majority of our independent outside directors not having any interest in the transaction.
On December 16, 2014, the Company’s Nitro subsidiary entered into a 20-year $1.2 million loan agreement with First Bank of Charleston, Inc. (West Virginia) to purchase the office building and property it had previously been leasing for $6,300 each month. The interest rate on the loan agreement is 4.82% with monthly payments of $7,800. As of September 30, 2021, the Company had paid approximately $281,000 in principal and approximately $351,000 in interest since the beginning of the loan. Mr. Douglas Reynolds,
24
President of Energy Services, was a director and secretary of First Bank of Charleston. Mr. Samuel Kapourales, a director of Energy Services, was also a director of First Bank of Charleston. On October 15, 2018, First Bank of Charleston was merged into Premier Bank, Inc., a wholly owned subsidiary of Premier Financial Bancorp, Inc. Mr. Marshall Reynolds, Chairman of the Board of Energy Services, held the same position with Premier Financial Bancorp Inc. Mr. Douglas Reynolds is the president and a director of Energy Services and was a director of Premier Financial Bancorp, Inc. On September 17, 2021, Peoples Bancorp, Inc., parent company of Peoples Bank, completed an acquisition of Premier Financial Bancorp, Inc. and its wholly owned subsidiaries, Premier Bank and Citizens Deposit Bank & Trust. On October 26, 2021, Mr. Douglas Reynolds was elected a director of Peoples Bancorp, Inc., and its subsidiary Peoples Bank.
On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million fair acquisition, the acquirer paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires equal annual payments with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of September 30, 2021, the Company has made interest payments of $73,000 and expensed $22,500 in accreted interest. The Company made the first installment payment in December 2021.
Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2021.
Certain Energy Services subsidiaries routinely engage in transactions in the normal course of business with each other, including sharing employee benefit plan coverage, payment for insurance and other expenses on behalf of other affiliates, and other services incidental to business of each of the affiliates. All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation.
Inflation
Most significant project materials, such as pipe or electrical wire, are provided by the Company’s customers. Therefore, inflation did not have a significant effect on our results for the fiscal years ended September 30, 2021, and 2020. However, significant inflation or supply chain issues could cause customers to delay or cancel planned projects.
Critical Accounting Estimates
The discussion and analysis of the Company’s financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities known to exist at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. There can be no assurance that actual results will not differ from those estimates. Management believes the following accounting policies affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.
Revenues
The Company recognizes revenue as performance obligations are satisfied and control of the promised good and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method. The Company also does certain T&M service work that is generally completed in a short duration and is recognized at a point in time.
25
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
| ● | the completeness and accuracy of the original bid; |
| ● | costs associated with scope changes; |
| ● | changes in costs of labor and/or materials; |
| ● | extended overhead and other costs due to owner, weather and other delays; |
| ● | subcontractor performance issues; |
| ● | changes in productivity expectations; |
| ● | site conditions that differ from those assumed in the original bid; |
| ● | changes from original design on design-build projects; |
| ● | the availability and skill level of workers in the geographic location of the project; |
| ● | a change in the availability and proximity of equipment and materials; |
| ● | our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and |
| ● | the customer’s ability to properly administer the contract. |
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects could have, a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.
Our contract liabilities consist of provisions for losses and billings in excess of costs and estimated earnings. Provisions for losses are recognized in the consolidated statements of income at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.
The following table presents our costs and estimated earning in excess of billings and billings in excess of costs and estimated earnings at September 30, 2021, and 2020:
Year Ended September 30, | ||||||
2021 | 2020 | |||||
Costs incurred on contracts in progress |
| $ | 64,903,618 |
| $ | 74,996,405 |
Estimated earnings, net of estimated losses |
| 13,280,334 |
| 16,067,668 | ||
| 78,183,952 |
| 91,064,073 | |||
Less billings to date |
| 72,606,840 |
| 89,370,110 | ||
$ | 5,577,112 | $ | 1,693,963 | |||
Costs and estimated earnings in excess of billed on |
|
|
|
| ||
uncompleted contracts | $ | 8,730,402 | $ | 6,545,863 | ||
Less billings in excess of costs and estimated earnings on | ||||||
uncompleted contracts |
| 3,153,290 |
| 4,851,900 | ||
$ | 5,577,112 | $ | 1,693,963 | |||
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Allowance for doubtful accounts
The Company provides an allowance for doubtful accounts when collection of an account is considered doubtful. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates relating to, among others, our customers’ access to capital, our customers’ willingness or ability to pay, general economic conditions and the ongoing relationship with the customers. While most of our customers are large well capitalized companies, should they experience material changes in their revenues and cash flows or incur other difficulties and not be able to pay the amounts owed, this could cause reduced cash flows and losses in excess of our current reserves.
Materially incorrect estimates of bad debt reserves could result in an unexpected loss in profitability for the Company. Additionally, frequently changing reserves could be an indication of risky or unreliable customers. At September 30, 2021, the management review deemed that the allowance for doubtful accounts was adequate. Please see the table below:
Year Ended September 30, | ||||||
2021 | 2020 | |||||
Balance at beginning of year |
| $ | 70,310 |
| $ | 70,310 |
Charged to expense |
| — |
| — | ||
Deductions for uncollectible receivables written off, net of recoveries |
| — |
| — | ||
Balance at end of year | $ | 70,310 | $ | 70,310 | ||
Impairment of goodwill and intangible assets
The Company follows the guidance of ASC 350-20-35-3 Intangibles-Goodwill and Other (Topic 350) which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a two-step quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2021.
Based on management's preliminary valuation of tangible and intangible assets acquired and liabilities assumed, the West Virginia Pipeline and Revolt Energy acquisitions resulted in goodwill of $4.2 million and intangible assets of $400,000. A subsequent independent, third-party fair value evaluation analysis of the purchase price allocations resulted in the reclassification of $2.3 million from goodwill to intangible assets, primarily customer relationships. At September 30, 2021, goodwill and intangible assets were $1.8 million and $2.4 million, respectively.
Materially incorrect estimates could cause an impairment to goodwill or intangible assets and result in a loss in profitability for the Company.
A table of the Company’s intangible assets subject to amortization is below:
| Remaining Life at |
|
|
| Amortization and |
| ||||||||
September 30, | Original | Accumulated | Impairment FY | Net Book | ||||||||||
Intangible assets: | 2021 | Cost | Amortization | 2021 | Value | |||||||||
West Virginia Pipeline |
|
|
|
|
| |||||||||
Customer Relationships | 111 months | $ | 2,209,724 | $ | 165,725 | $ | 165,725 | $ | 2,043,999 | |||||
Tradename | 111 months | 263,584 | 19,772 | 19,772 | 243,812 | |||||||||
Non-competes |
| 51 months |
| 83,203 | 31,202 |
| 31,202 |
| 52,001 | |||||
Revolt Energy |
|
|
|
|
|
|
|
|
|
| ||||
Non-compete |
| 31 months |
| 100,000 |
| 13,889 |
| 13,889 |
| 86,111 | ||||
Total intangible assets |
|
| $ | 2,656,511 | $ | 230,588 | $ | 230,588 | $ | 2,425,923 | ||||
27
Depreciation
The purpose of depreciation is to represent an accurate value of assets on the books. Every year, as assets are used, their values are reduced on the balance sheet and expensed on the income statement. As depreciation is a noncash expense, the amount must be estimated. Each year a certain amount of depreciation is written off and the book value of the asset is reduced.
Property and equipment are recorded at cost. Costs which extend the useful lives or increase the productivity of the assets are capitalized, while normal repairs and maintenance that do not extend the useful life or increase productivity of the asset are expensed as incurred. Property and equipment are depreciated principally on the straight-line method over the estimated useful lives of the assets: buildings 39 years; operating equipment and vehicles 5-7 years; and office equipment, furniture and fixtures 5-7 years.
The Company’s depreciation expense for fiscal years ended September 30, 2021, and 2020 was $4.7 million and $4.4 million, respectively. In general, depreciation is included in “cost of revenues” on the Company’s Consolidated Statements of Income.
Materially incorrect estimates of depreciation and/or the useful lives of assets could significantly impact the value of property, plant, and equipment on the Company’s financial statements. A material over valuation could result in impairment charges and reduced profitability for the Company.
Income Taxes
Our income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid. Significant judgments and estimates are required in the determination of the consolidated income tax expense. The Company’s provision for income taxes is computed by applying a federal rate of 21.0% and a state rate of 6.0%.
Permanent income tax differences result in an increase or decrease to taxable income and impact the Company’s effective tax rates, which were (.32%) and 32.0% for fiscal years 2021 and 2020, respectively. Our tax rate is affected by recurring items, such as non-tax deductible portions of per diem paid to construction personnel, which we expect to be fairly consistent in the near term. For the fiscal years ended September 30, 2021, and 2020, the non-deductible portion of per diem and entertainment expenses resulted in approximate increases in taxable income of $515,000 and $530,000, respectively. Our tax estimates are also affected by discrete items that may occur in any given year but are not consistent from year to year. In fiscal year 2021, $9.8 million in PPP loan forgiveness was excluded from taxable income. Additionally, the Company is expecting to receive approximately a $250,000 federal income tax credit related to a solar installation project at its Nitro, WV facility.
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. At September 30, 2021, the Company had a net deferred income tax liability of $2.0 million as compared to $2.3 million at September 30, 2020. The Company’s deferred income tax liabilities at September 30, 2021 was $4.9 million and primarily related to depreciation on property and equipment. The Company’s deferred income tax assets at September 30, 2021 was $2.9 million and primarily related to a net operating loss (“NOL”) carryforward. The Company believes that it is more likely than not that all NOL carryforwards will be realized.
The Company’s tax provision is evaluated as part of its annual audit; however, a material difference between the provision and actual income tax filings could result in adjustments to income tax benefits or expenses and deferred tax assets and liabilities. Changes in tax laws and rates may also affect recorded deferred tax assets and liabilities and our effective tax rate in the future.
New Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. ASU 2017-04 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The update was issued to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Company has adopted ASU 2017-04 and it did not have a material impact on its financial statements or disclosure.
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On October 28, 2021, the FASB released ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments of this ASU require entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. For all other entities they are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Entities should apply the amendments prospectively to business combinations that occur after the effective date. Early adoption is permitted, including in any interim period, for public business entities for periods for which financial statements have not yet been issued, and for all other entities for periods for which financial statements have not yet been made available for issuance.
Subsequent Events
On October 6, 2021, the Company’s transfer agent completed the previously disclosed Series A Preferred Stock redemption, which resulted in the issuance of 2,626,492 new shares of the Company’s common stock, the issuance of 317,500 common shares that were included in Series A Preferred Stock units, and cash redemption payments of approximately $1.3 million. The Company’s total outstanding common shares after redemption was 16,247,898 as of October 6, 2021.
On November 9, 2021, the Company was awarded $5.8 million in a lawsuit related to construction services performed for a former customer (“Defendant”), none of which has been recognized in the Company’s financial statements. The Defendant has filed motions to request a new trial or a renewed judgement as a matter of law, which has not been ruled upon. The Company anticipates that a final judgement order will be issued in the first calendar quarter of 2022. A party to a civil lawsuit usually has 30 days from the entry of judgment to file a notice of appeal.
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $41,000 starting December 15, 2021. The Company must comply with the demand under federal pension law; however, the Company firmly believes no withdrawal liability exists and plans to seek arbitration to resolve the matter. If successfully arbitrated, the Company expects to receive repayment of all installment payments made.
Management has evaluated subsequent events through December 29, 2021, the date which the financial statements were available for issue. There have been no material events noted during the period that would either impact the results reflected in this report or the Company’s results going forward.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
ITEM 8.Financial Statements and Supplementary Data
Financial Statements are included at page F-1 of this Annual Report on Form 10-K.
ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A.Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in
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Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that Energy Services files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
(b) Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has used the framework set forth in the report entitled “Internal Control–Integrated Framework 2013” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has not identified any material weakness in the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of the end of the most recent fiscal year.
This Annual Report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only Management’s report in this Annual Report.
(c) Changes in Internal Controls Over Financial Reporting
There has been no change in Energy Services of America Corporation’s internal control over financial reporting during Energy Services of America Corporation’s fourth quarter of fiscal year 2021, that has materially affected, or is reasonably likely to materially affect, Energy Services of America Corporation’s internal control over financial reporting.
ITEM 9B.Other Information
None.
ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
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PART III
ITEM 10.Directors, Executive Officers and Corporate Governance
The principal occupation during the past five years of each director and executive officer is set forth below. All directors and executive officers have held their present positions since our inception in 2006 unless otherwise stated.
Marshall T. Reynolds has served as Chairman of the Board of Directors since our inception. Mr. Reynolds has served as Chief Executive Officer and Chairman of the Board Directors of Champion Industries, Inc., a commercial printer, business form manufacturer and supplier of office products and furniture, from 1992 to 2016, and sole stockholder from 1972 to 1993; President and General Manager of The Harrah and Reynolds Corporation, from 1964 (and sole stockholder since 1972) to present; and Chairman of the Board of Directors of McCorkle Machine and Engineering Company in Huntington, West Virginia. Mr. Reynolds is also Chairman of the Board of Directors of First Guaranty Bancshares, Inc., in Hammond, Louisiana, a director of Summit State Bank in Santa Rosa, CA since December 1998, and was Chairman of Premier Financial Bancorp, Inc. in Huntington, WV from 2011 to 2021. Mr. Reynolds is the father of Jack M. Reynolds and Douglas V. Reynolds. Mr. Reynolds varied career as a business leader and experience in a number of industries qualifies him to be on the Board of Directors.
Douglas V. Reynolds was appointed President and Chief Executive Officer of the Company on December 6, 2012, and has served as a Director since 2008. Mr. Reynolds is an attorney for Reynolds & Brown, PLLC. Mr. Reynolds is the President of the Transylvania Corporation and a director of The Harrah and Reynolds Corporation and Peoples Bancorp, Inc. and its banking subsidiary Peoples Bank beginning in 2021. Mr. Reynolds was a director of Premier Financial Bancorp, Inc. from 2020 to 2021. Mr. Reynolds is a graduate of Duke University and holds a law degree from West Virginia University. Mr. Reynolds is the son of Director Marshall T. Reynolds and brother of Jack M. Reynolds. Mr. Reynolds’ varied experience and senior management roles with other companies make Mr. Reynolds a valuable member of the Board.
Jack M. Reynolds served as President and Chief Financial Officer from our inception until September 2008 and has been a member of our Board of Directors since our inception. Mr. Reynolds has been a Vice President of Pritchard Electric Company since 1998. Pritchard is an electrical contractor providing electrical services to both utility companies as well as private industries. Mr. Reynolds also serves as a Director of Citizens Deposit Bank of Vanceburg, Kentucky. Mr. Reynolds is the son of Marshall T. Reynolds and the brother of Douglas V. Reynolds. Mr. Reynolds lengthy service at Pritchard Electric and knowledge of the contracting industry provides hands on expertise to the Board of Directors.
Joseph L. Williams has been a Director since our inception. Mr. Williams is the Chairman and Chief Executive Officer of Basic Supply Company, Inc., which he founded in 1977. Mr. Williams was Chairman, President and Chief Executive Officer of Consolidated Bank & Trust Co., in Richmond, Virginia from 2007 until it merged with Premier Financial Bancorp, Inc. in 2009. Mr. Williams is a former member of the West Virginia Governor’s Workforce Investment Council. He is a former Director of Unlimited Future, Inc. (a small business incubator) and a former Member of the National Advisory Council of the U.S. Small Business Administration. Mr. Williams is a former Mayor and City Councilman of the City of Huntington, West Virginia. He is a graduate of Marshall University with a degree in finance and is a former member of its Institutional Board of Governors. Mr. Williams' investment and management experience provides the board of directors an important perspective in business development.
Samuel G. Kapourales was appointed to the Board of Directors on December 20, 2010. He is a Board Member of the West Virginia Health Care Authority and Kapourales Properties, LLC. Mr. Kapourales serves as a Director of First National Bank of Williamson. Mr. Kapourales’ varied business experience makes him a valuable member of the Board.
Charles Abraham, MD was appointed to the Board of Directors on January 1, 2016. Dr. Abraham is a retired Otolaryngology (Ear Nose & Throat) Specialist in Huntington, WV and was affiliated with multiple hospitals in the area, including Cabell Huntington Hospital and St. Mary’s Medical Center. Dr. Abraham continues to practice part-time at the Veterans Affairs Medical Center. He received his medical degree from West Virginia University School of Medicine and has been in practice since 1968. He also received an MBA degree from Marshall University in August 1996. Dr. Abraham is certified by the American Board of Otolaryngology. Dr. Abraham’s healthcare experience and understanding of health insurance related matters makes him a valuable member of the Board.
Frank Lucente was appointed to the Board of Directors on June 19, 2019. Mr. Lucente, a retired Naval officer, holds a Master’s in Business Administration (MBA) with a specialty in marketing from Marshall University in Huntington, WV. Mr. Lucente is the founder, owner and president of Sam’s Hot Dogs, Inc., a franchise with over 45 locations in Virginia, West Virginia, Kentucky, North
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Carolina, and Georgia. In addition, Mr. Lucente is the co-founder of Rocco’s Restaurants, Inc. in Ceredo, WV. From 2005 to 2016, Mr. Lucente served as a city council member in Waynesboro, VA and served stints as vice mayor and mayor during that time. Mr. Lucente has served as the chairman of the board of Rocco’s Italian Specialty Foods, Inc. since 2014. Mr. Lucente’s business experience makes him a valuable member of the Board.
Daniel Mannes was appointed to the Board of Directors on October 21, 2020. Mr. Mannes has held the position of Vice President of Investor Relations at Covanta Holding Corporation, Morristown, NJ, since 2016. Previously, Mr. Mannes had held various corporate finance positions since 1996. Mr. Mannes, a Chartered Financial Analyst (CFA), earned a Master of Business Administration (MBA) degree with a concentration in finance from the University of Maryland, Baltimore, Maryland, in 2004. Previously, Mr. Mannes earned a Bachelor of Science in Business Administration (BSBA) degree majoring in accounting/finance from Washington University, St. Louis, Missouri, in 1996. Mr. Mannes’ finance and investor relations experience provides insight to issues important to stockholders and investors.
Brian Pratt was appointed to the Board of Directors on August 18, 2021. Mr. Pratt has over 35 years of hands-on operations and management experience in the construction industry. From 1983 through 2015, he served as the President, Chief Executive Officer and Chairman of the Board of Primoris Services Corp. and its predecessor entity, ARB, Inc. Mr. Pratt served as Chairman of Primoris Services Corp. from 2008 until 2019 and as a Director until February 2020. Mr. Pratt’s experience in the construction industry as well as mergers and acquisitions make him a valuable member of the board.
Charles P. Crimmel was appointed as Chief Financial Officer of the Company on November 1, 2013, after serving as Controller from 2008 to 2013. Mr. Crimmel graduated from West Virginia University in 1995 with a Bachelor of Science degree in Business Administration and Accounting. Mr. Crimmel was employed by Union Boiler Company as a Field Clerk and Staff Accountant from 1995 to 1996. From 1996-2005, Mr. Crimmel served as Staff Accountant and Controller for Williams Union Boiler/Williams Service Group. From 2005-2008, Mr. Crimmel was Controller for Nitro Electric Company.
Board Leadership Structure and Risk Oversight
Our board of directors is chaired by Mr. Marshall T. Reynolds, who is a non-executive director. We separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for overseeing the day-to-day operations of the Company. The Chairman provides guidance to the Chief Executive Officer and, together with the entire board of directors helps develop the strategic plan for the Company.
The role of the board of directors in the Company’s risk oversight process includes receiving reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory, strategic and reputational risk. The full board reviews such reports and follows up with senior management to best determine how to address such risks.
Delinquent Section 16(a) Reports
The Company did not have any delinquent filings in fiscal year 2021.
Meetings of the Board of Directors
During fiscal 2021, the Board of Directors held twelve regular meetings and three special meetings. Two directors, Dr. Charles Abraham and Mr. Neal Scaggs, attended fewer than 75% in the aggregate of the total number of board and committee meetings. Although not required, attendance of Board members at the Annual Meeting of Shareholders is encouraged. All members of our Board of Directors as of the Annual Meeting date attended the 2021 Annual Meeting of Shareholders.
Board Committees
Audit Committee. The Audit Committee consists of Messrs. Mannes, Lucente, and Kapourales, with Mr. Mannes acting as chairman of the committee since December 16, 2020. Mr. Scaggs was an audit committee member until his death on November 7, 2021. Mr. Kapourales was subsequently appointed to the committee. Each member of the audit committee is financially literate, and the Board of Directors has determined that Mr. Mannes qualified as audit committee financial expert, as such term is defined by Securities and Exchange Commission rules. All the directors appointed to the audit committee are independent members of the board of directors, as defined by Securities and Exchange Commission rules (Rule 10A-3 of the Securities Exchange Act of 1934) and the NYSE American
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corporate governance listing standards. The audit committee met three times during the fiscal year ended September 30, 2021. The committee’s charter can be found at: www.energyservicesofamerica.com/posting/Audit_Committee_Charter_v1.pdf.
The Audit Committee reviews the professional services and independence of our independent registered public accounting firm and our accounts, procedures and internal controls. The audit committee also recommends the firm selected to be our independent registered public accounting firm, reviews and approves the scope of the annual audit, reviews and evaluates with the independent registered public accounting firm our annual audit and annual consolidated financial statements, reviews with management the status of internal accounting controls, evaluates problem areas having a potential financial impact on us that are brought to the committee’s attention by management, the independent registered public accounting firm or the board of directors, and evaluates all of our public financial reporting documents.
On November 1, 2021, Baker Tilly, US, LLP (“Baker Tilly”) completed the acquisition of the Company’s independent registered public accounting firm, Arnett Carbis Toothman, LLP. The Audit Committee approved the appointment of Baker Tilly, US, LLP (“Baker Tilly”) to be our independent registered public accounting firm effective November 1, 2021, and for the 2022 fiscal year. A representative of Baker Tilly is expected to attend the 2022 Annual Meeting of Stockholders.
Nominating Committee. The Board has determined that the independent members of the Board of Directors will perform the duties of the nominating committee of the Board of Directors. The nominating committee does not have a written charter. The nominating committee will (i) identify individuals qualified to become members of the Board of Directors and recommend to the Board of Directors the nominees for election to the Board of Directors; (ii) recommend director nominees for each committee to the Board of Directors; and (iii) identify individuals to fill any vacancies on the Board of Directors. The nominating committee met one time during the fiscal year ended September 30, 2021.
The nominating committee of the Board identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are first considered for re-nomination, balancing the value of continuity of service by existing members of the Board of Directors with that of obtaining a new perspective. If any member of the Board of Directors does not wish to continue in service, or if the Board decides not to re-nominate a member for re-election, or if the size of the Board of Directors is increased, the independent directors would solicit suggestions for director candidates from all board members. The independent directors would seek to identify a candidate who at a minimum satisfies the following criteria:
| ● | has the highest personal and professional ethics and integrity and whose values are compatible with ours; |
| ● | has experiences and achievements that have given him or her the ability to exercise and develop good business judgment; |
| ● | is willing to devote the necessary time to the work of the Board of Directors and its committees, which includes being available for board and committee meetings; |
| ● | is familiar with the communities in which we operate and/or is actively engaged in community activities; |
| ● | is involved in other activities or interests that do not create a conflict with his or her responsibilities to us and our stockholders; and |
| ● | has the capacity and desire to represent the balanced, best interests of our stockholders as a group, and not primarily a special interest group or constituency. |
The nominating committee will also consider whether a candidate satisfies the criteria for “independence” under Securities and Exchange Commission or NYSE American rules and, if a nominee is sought for service on the audit committee, the financial and accounting expertise of a candidate, including whether an individual qualifies as an “audit committee financial expert.” The nominating committee will consider diversity in identifying nominees for director but has no specific policy or established criteria in this regard. The nominating committee seeks candidates who have a broad range of business experience when considering nominees to the Board of Directors.
Procedures for the Nomination of Directors by Stockholders
The Board of Directors has adopted procedures for the submission of director nominees by stockholders. If a determination is made that an additional candidate is needed for the Board of Directors, the independent members of the Board of Directors will consider candidates submitted by our stockholders. Stockholders can submit the names of qualified candidates for director by writing to our Corporate Secretary at 75 West 3rd Ave., Huntington, West Virginia 25701. The Corporate Secretary must receive a submission not less
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than forty-five (45) days prior to the date of our proxy materials for the preceding year’s annual meeting. The submission must include the following information:
| ● | a statement that the writer is a stockholder and is proposing a candidate for consideration by our independent directors; |
| ● | the name and address of the stockholder as they appear on our books and number of shares of our common stock that are owned beneficially by such stockholder (if the stockholder is not a holder of record, appropriate evidence of the stockholder’s ownership will be required); |
| ● | the name, address and contact information for the candidate, and the number of shares of our common stock that are owned by the candidate (if the candidate is not a holder of record, appropriate evidence of the stockholder’s ownership should be provided); |
| ● | a statement of the candidate’s business and educational experience; |
| ● | such other information regarding the candidate as would be required to be included in the proxy statement pursuant to Securities and Exchange Commission Regulation 14A; |
| ● | a statement detailing any relationship between the candidate and Energy Services of America Corporation; |
| ● | a statement detailing any relationship between the candidate and any customer, supplier or competitor of Energy Services of America Corporation; |
| ● | detailed information about any relationship or understanding between the proposing stockholder and the candidate; and |
| ● | a statement that the candidate is willing to be considered and willing to serve as a director if nominated and elected. |
Stockholder Communications with the Board
A stockholder who wants to communicate with the Board of Directors or with any individual director can write to the Corporate Secretary at 75 West 3rd Ave., Huntington, West Virginia 25701, Attention: Corporate Secretary. The letter should indicate that the author is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Depending on the subject matter, the Secretary will:
| ● | forward the communication to the director or directors to whom it is addressed; |
| ● | attempt to handle the inquiry directly, i.e. where it is a request for information about us or it is a stock-related matter; or |
| ● | not forward the communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate. |
At each board meeting, management shall present a summary of all communications received since the last meeting that were not forwarded and make those communications available to the directors.
The Compensation Committee
The compensation committee consisted of directors Joseph L. Williams, Frank Lucente and Dan Mannes. Mr. Lucente and Mr. Mannes were appointed to the committee on December 16, 2020. Each member of the compensation committee is considered “independent” as defined in the NYSE American corporate governance listing standards. The Board of Directors has not adopted a written charter for the Committee. The compensation committee met one time during fiscal year 2021.
The compensation committee is appointed by the Board of Directors to assist the Board in developing compensation philosophy, criteria, goals and policies for our executive officers that reflect our values and strategic objectives. The committee reviews the performance of our executive officers and annually recommends to the full Board the compensation and benefits for our executive officers (including the Chief Executive Officer). The committee administers our equity and long-term incentive plans. The committee establishes the terms of employment and severance agreements/arrangements for executive officers, if applicable. The committee recommends to the full Board the compensation to be paid to our directors and any affiliates for their service on the Board. Finally, the committee establishes annual compensation percentage increases for all employees. Our President and Chief Executive Officer provides recommendations to the compensation committee related to our compensation program. However, our President and Chief Executive Officer does not vote on and is not present for any discussion of his own compensation.
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For 2021, in making compensation decisions, the compensation committee did not use strict numerical formulas to determine the compensation paid to our executive officers. However, the committee considered a variety of factors in its deliberations over executive compensation, emphasizing the profitability and scope of our operations, the experience, expertise and management skills of the named executive officers and their role in our future success, as well as compensation surveys prepared by professional firms to determine compensation paid to executives performing similar duties for comparable companies. While the quantitative and non-quantitative factors described above were considered by the committee in determining the compensation paid to our named executive officers, such factors were not assigned a specific weight in evaluating the performance of the named executive officers. In determining the Chief Executive Officer’s bonus, the Chairman of the Board also considers the above factors and makes a recommendation to the committee which authorizes such bonus. For the other named executive officer, the Chief Executive Officer considers the above factors and makes a recommendation to the committee which authorized his bonus. The Company paid $70,000 in bonuses to the named executive officers during fiscal year 2021.
The Compensation Committee has authority to approve the engagement of any compensation consultant it uses and the fees for those services. However, the Compensation Committee did not engage a compensation consultant to assist in determining the amount or form of executive and director compensation with respect to fiscal year 2021.
Code of Ethics
We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics was previously filed as an exhibit to our Registration Statement on Form S-1. A copy of the Code will be furnished without charge upon written request to the Corporate Secretary, Energy Services of America Corporation, 75 West 3rd Ave., Huntington, West Virginia 25701.
ITEM 11.Executive Compensation
Executive and Director Compensation
We have adopted a compensation committee policy that reflects the compensation philosophy and objectives of the compensation committee.
Compensation Philosophy and Objectives
The compensation committee believes that an effective executive compensation program rewards the achievement of pre-established short term, long-term and strategic goals, and aligns executives’ interests with those of our stockholders. The committee regularly evaluates both performance and compensation relative to other comparable companies. We also manage our named executive officers’ compensation to align with the time horizon of our growth and development. As we grow, we strive to ensure that our compensation programs and practices remain consistent with our philosophy to provide competitive, performance-based, and risk appropriate compensation that enables us to attract, motivate and retain top performers who are essential to our successful growth and performance.
The primary objectives of our executive compensation program are to:
| ● | provide pay for performance utilizing short and long-term incentives; |
| ● | be competitive with the marketplace within which we compete for talent; |
| ● | ensure compensation programs reward performance while appropriately managing risk; and |
| ● | enable us to attract, motivate, and retain top talent. |
We accomplish all these objectives through a total compensation program that balances fixed and variable (i.e. incentive) compensation with a focus on providing rewards to named executive officers for their contributions towards achieving core business objectives and furthering our short and long-term performance. We balance our desire for superior performance with safeguards so that our programs do not result in excessive risk taking that can threaten our long-term value and stability. We also recognize that our ability to attract and retain top talent has become even more critical as we grow.
Our executive compensation philosophy provides competitive ranges for each component of our compensation program and our compensation paid in the aggregate. The starting point targets market median, but by using performance-based instruments, actual
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compensation paid to our named executive officers varies depending on our performance against our stated objectives. We meet our compensation objectives for our named executive officers through the following components of their total compensation:
| ● | Base salaries are targeted at market median, but allow for recognition of everyone’s role, contribution, performance, and experience. |
| ● | Bonuses, which are determined by the compensation committee, reflect market median levels although actual payouts will vary based on our performance relative to company-wide, team and individual contributions toward our strategic plan. |
| ● | Retirement, health, life insurance, disability, severance and other perquisites and benefits are provided, but their focus and value are intentionally set to be conservatively competitive in order to attract and retain talented individuals. |
Executive total compensation is expected to vary each year and evolve over the long-term to reflect our performance relative to our peers and the industry, and to correspond with shareholder returns.
We review our executive compensation philosophy and programs annually to ensure that they are achieving desired objectives and supporting our needs as we grow to be a more complex organization.
Summary Compensation Table for Named Executive Officers. The following table shows the compensation of the Company’s named executive officers for the years ended September 30, 2021, and 2020. Messrs. Reynolds and Crimmel were the only executive officers who received total compensation in excess of $100,000 for services to Energy Services during the years ended September 30, 2021, or 2020.
Summary Compensation Table | |||||||||||||||||
All other | |||||||||||||||||
Name and principal position | Year | Salary | Bonus | Stock awards | compensation (1) | Total | |||||||||||
Douglas V. Reynolds |
| 2021 |
| $ | 80,000 |
| $ | 50,000 |
| $ | — |
| $ | 3,462 |
| $ | 133,462 |
President and Chief |
| 2020 | $ | 80,000 | $ | 30,000 | $ | — | $ | 3,600 | $ | 113,600 | |||||
Executive Officer |
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Charles P. Crimmel |
| 2021 | $ | 126,938 | $ | 20,000 | $ | — | $ | 6,612 | $ | 153,550 | |||||
Secretary/Treasurer and |
| 2020 | $ | 120,016 | $ | 10,000 | $ | — | $ | 5,851 | $ | 135,867 | |||||
Chief Financial Officer |
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| (1) | Other compensation in 2021 includes 401(k) plan matching contributions of $3,462 for Mr. Reynolds and $6,612 for Mr. Crimmel. Other compensation in 2020 includes 401(k) plan matching contributions of $3,600 for Mr. Reynolds and $5,851 for Mr. Crimmel. |
Benefit Plans
Stock Benefit Plans
Long Term Incentive Plan. At the annual meeting of shareholders on August 11, 2010, the shareholders approved the Energy Services of America Corporation Long Term Incentive Plan, to provide employees and directors of the Company with additional incentives to promote the growth and performance of the Company. The ten-year plan expired as of August 2020 with no awards in the fiscal year ended September 30, 2020. All stock grants have vested or been forfeited as of September 30, 2021.
Energy Services 401(k) Plan
401(k) Retirement Plans
We maintain the Energy Services of America Staff 401(k) Retirement Plan (the “Plan”). Our five wholly owned subsidiaries, C. J. Hughes Construction Company, Inc., Nitro Construction Services, Inc., Contractors Rental Corporation, West Virginia Pipeline, Inc. and SQP Construction Group, Inc. adopted the Plan on behalf of their non-union employees. Employees are eligible to participate in the Plan upon completion of six months of service but must wait until a quarterly entry date to join the Plan. Employees may contribute eligible wages up to the maximum indexed dollar amount set by the Internal Revenue Service, which was $19,500 for 2021.
36
In addition, participants who are age 50 or older by the end of the Plan year may elect to defer up to an additional $6,500 into the 401(k) Plan for 2021. The Company provided a matching contribution to each participant’s account equal to 100% of each dollar contributed for the first 3% of eligible wages and 50% of each dollar contributed for the next 3% of eligible wages. The Company’s matching contribution is used by the Plan’s third-party administrator to purchase Energy Services of America stock from the open market. Additionally, each Plan year, the Company may make discretionary profit-sharing contributions for participants who are actively employed on the last day of the Plan year. The discretionary contributions will be allocated to a qualifying participant’s individual account based on the ratio of his or her compensation to the total compensation of all qualifying participants for the Plan year. No discretionary profit-sharing contributions were made in 2021. Participants direct the investment of their account in the Plan, selecting from investment funds provided under the Plan. Participants receive quarterly benefit statements that provide information on their account balances and have immediate access to their account through an Interactive Voice Response System and the Internet. Plan benefits are paid as soon as administratively possible following the participant’s termination of employment. Lump sums, partial payments and installment payments are available if the participant’s account balance exceeds $1,000.
Energy Services of America and its wholly owned subsidiaries contributed $365,000 and $271,000, respectively, for the fiscal years ended September 30, 2021, and 2020 to the Plan. In fiscal year 2021, a one-time $651,000 Qualified Non-Elective Contribution (“QNEC”) was made to the Plan attributable to the 2021 Plan year to adjust Plan participant’s balances due to a third-party administrator’s actions.
Energy Services of America Corporation 2009 Employee Stock Purchase Plan
The plan enables eligible employees to purchase common stock through payroll deductions. The plan is intended to qualify under Section 423 of the Internal Revenue Code and its regulations. Up to 1,200,000 shares of common stock, subject to adjustments, may be issued under this plan. An eligible employee’s stock purchases during a calendar year may not exceed the lesser of: (a) a percentage of the participant’s compensation or a total dollar amount as specified by the committee or (b) $25,000. During 2021, we did not utilize the plan.
Directors’ Compensation
Director Compensation. The table set forth below shows the compensation of our non-executive directors for the fiscal year ended September 30, 2021. We did not make any non-equity incentive plan awards to directors and there were no preferential earnings on nonqualified deferred compensation. Each Director received retainer fees of $1,000 per month. No fee payments were made for committee participation.
| Fees earned or paid in |
|
| All other |
| |||||||
Name | cash ($) | Stock Awards ($) | compensations ($) | Total | ||||||||
Marshall T. Reynolds | $ | 12,000 | $ | — | $ | — | $ | 12,000 | ||||
Samuel G. Kapourales | 12,000 | — | — | 12,000 | ||||||||
Jack M. Reynolds |
| 12,000 |
| — |
| — |
| 12,000 | ||||
Neal W. Scaggs | (1) | 12,000 |
| — |
| — |
| 12,000 | ||||
Joseph L. Williams |
| 12,000 |
| — |
| — |
| 12,000 | ||||
Daniel J. Mannes |
| 10,000 |
| — |
| — |
| 10,000 | ||||
Frank Lucente |
| 12,000 |
| — |
| — |
| 12,000 | ||||
Charles Abraham |
| 12,000 |
| — |
| — |
| 12,000 | ||||
Brian Pratt | (2) | 1,000 |
| — |
| — |
| 1,000 | ||||
Bruce H. Elliott | (3) | 10,000 |
| — |
| — |
| 10,000 | ||||
Total | $ | 105,000 | $ | — | $ | — | $ | 105,000 | ||||
| (1) | Died November 7, 2021 |
| (2) | Appointed August 17, 2021 |
| (3) | Resigned July 21, 2021 |
37
ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Persons and groups who beneficially own in excess of five percent of our common stock are required to file certain reports with the Securities and Exchange Commission regarding such ownership. The following table sets forth, as of December 21, 2021, the shares of common stock beneficially owned by each person who was the beneficial owner of more than five percent of our outstanding shares of common stock, as well as the shares owned by our directors and executive officers as a group.
| Amount of Shares Owned |
| Percent of Shares |
| |
and Nature of Beneficial | of Common Stock |
| |||
Name and Address of Beneficial Owners | Ownership (1) | Owned |
| ||
All Directors and Executive Officers |
|
|
|
| |
as a Group (10 persons) |
| 7,921,235 |
| 48.75 | % |
Principal Stockholders: |
|
|
|
| |
Marshall T. Reynolds |
| 1,809,772 |
| 11.14 | % |
75 West 3rd Ave. |
|
|
|
| |
Huntington, WV 25701 |
|
|
|
| |
Douglas V. Reynolds |
| 1,857,049 | (2) | 11.43 | % |
75 West 3rd Ave. |
|
|
|
| |
Huntington, WV 25701 |
|
|
|
| |
Brian & Barbara Pratt |
| 1,794,813 |
| 11.05 | % |
59950 Berkshire Lane, Ste. 800 |
|
|
|
| |
Dallas, Texas 75225 |
|
|
|
|
| (1) | In accordance with Rule 13d-3 under the Security Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table of any shares of common stock if he has sole or shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. Includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting and investment power. |
| (2) | Includes 22,514 common shares related to 401(k) match held by third party plan administrator. |
38
The table below sets forth certain information regarding our Board of Directors and executive officers, including the terms of office of board members and the ownership of our securities as of December 21, 2021.
|
|
|
|
|
|
|
|
| Shares of Common |
|
|
| |
Current | Stock Beneficially | Percent of |
| ||||||||||
Director | Term to | Owned on Record | Common |
| |||||||||
Names and Address (1) | Age (2) | Position Held | Since | Expire | Date (3) | Shares |
| ||||||
Directors and Executive Officers: |
|
|
|
|
|
|
| ||||||
Marshall T. Reynolds |
| 85 |
| Chairman and Director |
| 2006 |
| 2022 |
| 1,809,772 |
| 11.14 | % |
Douglas V. Reynolds |
| 45 |
| Chief Executive Officer, |
| 2008 |
| 2022 |
| 1,857,049 | (4) | 11.43 | % |
| Director | ||||||||||||
Brian Pratt |
| 68 |
| Director |
| 2021 |
| 2022 |
| 1,794,813 |
| 11.05 | % |
Samuel G. Kapourales |
| 86 |
| Director |
| 2010 |
| 2022 |
| 764,191 |
| 4.70 | % |
Jack M. Reynolds |
| 56 |
| Director |
| 2006 |
| 2022 |
| 458,385 |
| 2.82 | % |
Joseph L. Williams |
| 76 |
| Director |
| 2006 |
| 2022 |
| 134,150 |
| 0.83 | % |
Frank S. Lucente |
| 76 |
| Director |
| 2019 |
| 2022 |
| 393,172 |
| 2.42 | % |
Daniel J. Mannes |
| 47 |
| Director |
| 2020 |
| 2022 |
| 135,889 |
| 0.84 | % |
Charles Abraham |
| 78 |
| Director |
| 2016 |
| 2022 |
| 553,628 |
| 3.41 | % |
Charles P. Crimmel |
| 48 |
| Chief Financial Officer |
| n/a |
| n/a |
| 20,186 | (5) | 0.12 | % |
All Directors and Executive |
|
|
|
|
|
|
|
|
|
|
|
| |
Officers as a Group (10 persons) |
|
|
|
|
|
|
|
|
| 7,921,235 |
| 48.75 | % |
(1) | The mailing address for each person is 75 West 3rd Ave., Huntington, WV 25701 |
(2) | As of September 30, 2021. |
(3) | In accordance with Rule 13d-3 under the Security Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table of any shares of common stock if he has sole or shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, "voting power" is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. Includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting and investment power. |
(4) | Includes 22,514 common shares related to 401(k) match held by third party plan administrator. |
(5) | Includes 20,186 common shares related to 401(k) match held by third party plan administrator. |
ITEM 13.Certain Relationships and Related Transactions, and Director Independence
We intend that all transactions between us and our executive officers, directors, holders of 10% or more of the shares of any class of our common stock and affiliates thereof, will be on terms no less favorable than those terms given to unaffiliated third parties and will be approved by a majority of our independent outside directors not having any interest in the transaction.
39
On December 16, 2014, the Company’s Nitro subsidiary entered into a 20-year $1.2 million loan agreement with First Bank of Charleston, Inc. (West Virginia) to purchase the office building and property it had previously been leasing for $6,300 each month. The interest rate on the loan agreement is 4.82% with monthly payments of $7,800. As of September 30, 2021, the Company had paid approximately $281,000 in principal and approximately $351,000 in interest since the beginning of the loan. Mr. Douglas Reynolds, President of Energy Services, was a director and secretary of First Bank of Charleston. Mr. Samuel Kapourales, a director of Energy Services, was also a director of First Bank of Charleston. On October 15, 2018, First Bank of Charleston was merged into Premier Bank, Inc., a wholly owned subsidiary of Premier Financial Bancorp, Inc. Mr. Marshall Reynolds, Chairman of the Board of Energy Services, held the same position with Premier Financial Bancorp Inc. Mr. Douglas Reynolds is the president and a director of Energy Services and was a director of Premier Financial Bancorp, Inc. On September 17, 2021, Peoples Bancorp, Inc., parent company of Peoples Bank, completed an acquisition of Premier Financial Bancorp, Inc. and its wholly owned subsidiaries, Premier Bank and Citizens Deposit Bank & Trust. On October 26, 2021, Mr. Douglas Reynolds was elected a director of Peoples Bancorp, Inc., and its subsidiary Peoples Bank.
On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $3.0 million sellers’ note agreement with David and Daniel Bolton for the remaining purchase price of West Virginia Pipeline, Inc. For the purchase price allocation, the $3.0 million note had a fair value of $2.85 million. As part of the $6.35 million fair acquisition, the acquirer paid $3.5 million in cash in addition to the note. The unsecured five-year term note requires equal annual payments with a fixed interest rate of 3.25% on the $3.0 million sellers’ note, which equates to 5.35% on the carrying value of the note. As of September 30, 2021, the Company has made interest payments of $73,000 and expensed $22,500 in accreted interest. The Company made the first installment payment in December 2021.
Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2021.
Certain Energy Services subsidiaries routinely engage in transactions in the normal course of business with each other, including sharing employee benefit plan coverage, payment for insurance and other expenses on behalf of other affiliates, and other services incidental to business of each of the affiliates. All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation.
Board Independence
The Board of Directors consists of a majority of “independent directors” within the meaning of the NYSE American corporate governance listing standards. The Board of Directors has determined that Messrs. Mannes, Williams, Kapourales, Abraham, Lucente and Pratt are “independent directors” within the meaning of such standards. There were no transactions not required to be reported under “Certain Relationships and Related Transactions” that were considered in determining the independence of our directors.
ITEM 14.Principal Accountant Fees and Services
On November 1, 2021, the Company was notified that the audit practice of Arnett Carbis Toothman, LLP (“Arnett Carbis Toothman”), our independent registered public accounting firm, was combined with Baker Tilly US, LLP (“Baker Tilly”) in a transaction pursuant to which Arnett Carbis Toothman combined its operations with Baker Tilly and certain of the professional staff and partners of Arnett Carbis Toothman joined Baker Tilly either as employees or partners of Baker Tilly. On November 1, 2021, Arnett Carbis Toothman resigned as the auditors of the Company and with the approval of the Audit Committee of the Company’s Board of Directors, Baker Tilly was engaged as its independent registered public accounting firm.
Prior to engaging Baker Tilly, the Company did not consult with Baker Tilly regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by Baker Tilly on the Company’s financial statements, and Baker Tilly did not provide any written or oral advice that was an important factor considered by the Company in reaching a decision as to any such accounting, auditing or financial reporting issue.
The report of independent registered public accounting firm of Arnett Carbis Toothman regarding the Company’s financial statements for the fiscal years ended September 30, 2020, and 2019 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
40
During the years ended September 30, 2020 and 2019, and during the interim period from the end of the most recently completed fiscal year through November 1, 2021, the date of resignation, there were no disagreements with Arnett Carbis Toothman on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Arnett Carbis Toothman would have caused it to make reference to such disagreement in its reports.
Audit Fees
We were billed by Arnett Carbis Toothman, our independent registered public accountant, $169,069 and $172,427 for the services they have performed in connection with the audit of our financial statements included in our Annual Report for fiscal 2021 and 2020, respectively and for the review of interim financial statements included in our quarterly reports on Form 10-Q during these periods.
We were billed by Arnett Carbis Toothman, $57,988 for the services they have performed in connection with the audit of West Virginia Pipeline’s December 31, 2020 and 2019 financial statements included in our Current Report on Form 8-K/A dated March 12, 2021.
Audit-Related Fees
During fiscal years 2021 and 2020, we had no audit-related fees.
Tax Fees
During the fiscal years ended September 30, 2021, and 2020, we were billed by Arnett Carbis Toothman $37,924 and $34,461, respectively, for tax compliance services.
Employee Benefit Plan
During the fiscal years ended September 30, 2021, and 2020, we were billed by Arnett Carbis Toothman $53,352 and $38,483, respectively, for the services they performed in connection with the audit of our 401(k) Plan and Form 11-K filing.
All Other Fees
During fiscal years 2021 and 2020, we were billed by Arnett Carbis Toothman, $3,636 and $3,803, respectively, for fees billed for products and services provided by our independent registered public accounting firm other than those set forth above. These fees consisted primarily of travel and postage expenses.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm
The audit committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the service or category of services and is generally subject to a specific budget. The audit committee has delegated pre-approval authority to its Chairman when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full audit committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. All the fees paid in the audit-related, tax and all other categories during 2021 and 2020 were approved per the pre-approval policies.
41
PART IV
ITEM 15.Exhibits and Financial Statement Schedules
The exhibits and financial statement schedules filed as a part of this Form 10-K are as follows:
(a)(1) |
| Consolidated Financial Statements | ||
Energy Services of America Corporation | ||||
Report of Independent Registered Public Accounting Firm | F-1 | |||
Consolidated Balance Sheets, September 30, 2021, and September 30, 2020. | F-4 | |||
Consolidated Statements of Income, Years Ended September 30, 2021, and September 30, 2020. | F-5 | |||
Consolidated Statements of Cash Flows, Years Ended September 30, 2021, and September 30, 2020. | F-6 | |||
F-7 | ||||
F-8 | ||||
(a)(2) | Consolidated Financial Statement Schedules | |||
No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes. | ||||
(a)(3) | Exhibits |
42
Exhibit No. |
| Description |
3.1 | ||
3.2 | ||
3.3 | Certificate of Amendment to the Registrant’s Certificate of Incorporation (1) | |
3.4 | ||
4.1 | ||
4.2 | ||
10.1 | ||
10.2 | ||
10.3 | ||
10.4 | Form of Amended Registration Rights Agreement among the Registrant and the Initial Stockholders (1) | |
10.6.1 | Energy Services of America Corporation Employee Stock Purchase Plan (2) | |
10.6.2 | Energy Services of America Corporation Long Term Incentive Plan (3) | |
14 | ||
16.1 | Letter disclosing combination dated November 1, 2021, from Baker Tilly US, LLP (6) | |
16.2 | Letter of Agreement dated November 1, 2021, form Baker Tilly US, LLP (6) | |
21 | ||
23 | ||
31.1 | ||
31.2 | ||
32 | ||
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
(1) | Incorporated by reference to the Registration Statement on Form S-1 of Energy Services of America Corp. (file no. 333-133111), originally filed with the Securities and Exchange Commission on April 7, 2006, as amended. |
(2)Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on October 16, 2008.
(3) | Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on July 2, 2010. |
(4) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2013. |
(5) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2019. |
(6) | Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commisson on November 5, 2021. |
(b) The exhibits listed under (a)(3) above are filed herewith.
(c) Not applicable.
ITEM 16.Form 10-K Summary
None.
43
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGY SERVICES OF AMERICA CORPORATION | ||
Date: December 29, 2021 | By: | /s/ Douglas V. Reynolds |
Douglas V. Reynolds | ||
President and Chief Executive Officer | ||
(Duly Authorized Representative) |
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name |
| Position |
| Date | |
By | /s/ Marshall T. Reynolds | Chairman of the Board | December 29, 2021 | ||
Marshall T. Reynolds | |||||
By | /s/ Jack Reynolds | Director | December 29, 2021 | ||
Jack R. Reynolds | |||||
By | /s/ Charles P. Crimmel | Chief Financial Officer | December 29, 2021 | ||
Charles P. Crimmel | (Principal Financial and Accounting Officer) | ||||
By | /s/ Joseph L. Williams | Director | December 29, 2021 | ||
Joseph L. Williams | |||||
By | /s/ Daniel J. Mannes | Director | December 29, 2021 | ||
Daniel J. Mannes | |||||
By | /s/ Frank S. Lucente | Director | December 29, 2021 | ||
Frank S. Lucente | |||||
By | /s/ Brian Pratt | Director | December 29, 2021 | ||
Brian Pratt | |||||
By | /s/ Samuel G. Kapourales | Director | December 29, 2021 | ||
Samuel G. Kapourales | |||||
By | /s/ Charles Abraham | Director | December 29, 2021 | ||
Charles Abraham | |||||
By | /s/ Douglas V. Reynolds | President and Chief | December 29, 2021 | ||
Douglas V. Reynolds | Executive Officer, and Director | ||||
(Principal Executive Officer) |
44
| |
Baker Tilly US, LLP | |
101 Washington Street, East | |
P.O. Box 2629 | |
Charleston, WV 25329 | |
United States of America | |
T: +1 (304) 346 0441 | |
F: +1 (304) 346 8333 | |
bakertilly.com |
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors
Energy Services of America Corporation
Huntington, West Virginia
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Energy Services of America Corporation and subsidiaries (the Company) as of September 30, 2021 and 2020, the related consolidated statements of income, changes in shareholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2021 and 2020, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Baker Tilly US, LLP, trading as Baker Tilly, is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. ©2020 Baker Tilly US, LLP
F-1
Energy Services of America Corporation
Page 2
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition
Critical Audit Matter Description
As described in Notes 2 and 3 to the consolidated financial statements, the Company recognizes revenue from contracts with customers over time as performance obligations are satisfied and control of the promised good and service is transferred to the customer. The Company recognizes revenue on lump sum and unit price contracts by measuring the progress toward complete satisfaction of contractual performance obligations using an input method. For cost plus and time and material contracts, the Company recognizes revenue from contracts with customers over time as control is transferred to the customer by measuring progress toward complete satisfaction of the performance obligations using an output method.
We identified the evaluation of the Company’s estimates on significant construction contracts with customers and their effect on revenue recognition as a critical audit matter. The Company’s significant estimates include the determination of the performance obligations and allocation of transaction price and estimated costs to complete. Recognition of revenue and profit over time as performance obligations are satisfied for long-term lump sum and unit price contracts is highly judgmental as it requires the Company to prepare estimates of total contract revenue and total contract costs, including costs to complete in-process contracts. Auditing the Company’s estimates of total contract revenue and costs used to recognize revenue on construction contracts involved significant auditor judgement, as it required the evaluation of subjective factors such as assumptions related to project schedule and completion, forecasted labor, material and subcontract costs and variable consideration estimates related to incentive fees, unpriced change orders and contractual disputes and claims. These estimates are dependent upon significant management judgement, which affects the measurement of revenue recognized by the Company.
How We Addressed the Matter in Our Audit
The primary procedures we performed to address this critical audit matter included:
| ● | We obtained an understanding of the controls over the estimation process that affect revenue recognized on construction contracts, including controls over management’s monitoring and review of project costs and variable consideration estimates. |
| ● | We evaluated the Company’s estimated revenue and costs to complete by obtaining and analyzing supporting documentation of management’s estimates of variable consideration and contract costs. |
| ● | We compared contract profitability estimates in the current year to historical estimates and actual performance. |
| ● | We tested samples of completed and in-process contracts and contract transactions by inspecting the underlying customer contracts, contract billing data, and contract cost source documentation, and evaluated the Company’s recognition of contract assets, liabilities, revenue, and costs of revenue in accordance with revenue recognition policy. |
F-2
Energy Services of America Corporation
Page 3
Valuation of Intangible Assets
Critical Audit Matter Description
As described in Note 23 to the consolidated financial statements, the Company completed an asset purchase of West Virginia Pipeline, Inc., for total consideration of $6.5 million during the year ended September 30, 2021. The acquisition was accounted for using the acquisition method of accounting, which requires, among other things, the assets acquired, and the liabilities assumed to be recognized at their fair values as of the acquisition date. Auditing the accounting for these acquisitions was complex due to the significant estimation uncertainty in determining the fair values of assets acquired and liabilities assumed.
We identified the valuation of intangible assets recorded in connection with the acquisition as a critical audit matter. The fair value estimates were based on underlying assumptions about future performance of the acquired business which involves significant estimation uncertainty. The significant assumptions used to form the basis of the forecasted results included revenue growth rates, earnings metrics, and discount rates. These significant assumptions were forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our Audit
The primary procedures we performed to address this critical audit matter included:
| ● | We obtained an understanding of the controls over the Company’s accounting for the acquisition. |
| ● | We obtained the valuation report prepared by valuation specialist engaged by management to assist in the purchase price allocations, including determination of fair values assigned to acquired intangible assets, and reviewed the report, and qualifications and objectivity of management’s specialist. |
| ● | We engaged an internal valuation specialist to assist the engagement team in its review of management valuation specialist’s report including the valuation methods and key assumptions used by the Company. |
| ● | We examined the completeness and accuracy of the underlying data supporting the significant assumptions and estimates used in the valuation reports, including historical and projected financial information. |
We have served as the Company’s auditor since 2008.
Charleston, West Virginia
December 29, 2021
F-3
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of September 30, 2021 and 2020
| 2021 |
| 2020 | |||
Assets |
|
| ||||
Current assets |
|
| ||||
Cash and cash equivalents | $ | | $ | | ||
Accounts receivable-trade |
| |
| | ||
Allowance for doubtful accounts |
| ( |
| ( | ||
Retainages receivable |
| |
| | ||
Other receivables |
| |
| | ||
Contract assets |
| |
| | ||
Prepaid expenses and other |
| |
| | ||
Total current assets |
| |
| | ||
Property, plant and equipment, at cost |
| |
| | ||
less accumulated depreciation |
| ( |
| ( | ||
Total fixed assets |
| |
| | ||
Intangible assets, net | | — | ||||
Goodwill | | — | ||||
Total assets | $ | | $ | | ||
Liabilities and shareholders' equity |
|
|
| |||
Current liabilities |
|
|
| |||
Current maturities of long-term debt | $ | | $ | | ||
Lines of credit and short term borrowings |
| |
| | ||
Accounts payable |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| | ||
Contract liabilities |
| |
| | ||
Total current liabilities |
| |
| | ||
Long-term debt, less current maturities |
| |
| | ||
Deferred tax liability |
| |
| | ||
Total liabilities |
| |
| | ||
Shareholders' equity |
|
|
| |||
Preferred stock, $ |
|
| ||||
Common stock, $ |
| |
| | ||
Treasury stock, |
| ( |
| ( | ||
Additional paid in capital |
| |
| | ||
Retained deficit |
| ( |
| ( | ||
Total shareholders' equity |
| |
| | ||
Total liabilities and shareholders' equity | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
F-4
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
For the years ended September 30, 2021 and 2020
|
| 2021 |
| 2020 | ||
| ||||||
Revenue | $ | | $ | | ||
|
| |||||
Cost of revenues |
| |
| | ||
|
| |||||
Gross profit |
| |
| | ||
|
| |||||
Selling and administrative expenses |
| |
| | ||
(Loss) income from operations |
| ( |
| | ||
|
|
| ||||
Other income (expense) |
|
|
| |||
Interest income |
| |
| | ||
Paycheck Protection Program ("PPP") loan forgiveness | | — | ||||
Other nonoperating expense |
| ( |
| ( | ||
Interest expense |
| ( |
| ( | ||
Gain on sale of equipment |
| |
| | ||
| |
| ( | |||
|
| |||||
Income before income taxes |
| |
| | ||
|
| |||||
Income tax (benefit) expense |
| ( |
| | ||
|
| |||||
Net income |
| |
| | ||
|
| |||||
Dividends on preferred stock |
| |
| | ||
|
|
| ||||
Net income available to common shareholders | $ | | $ | | ||
|
| |||||
Weighted average shares outstanding-basic |
| |
| | ||
|
| |||||
Weighted average shares-diluted |
| |
| | ||
|
|
| ||||
Earnings per share | ||||||
available to common shareholders | $ | | $ | | ||
|
| |||||
Earnings per share-diluted | ||||||
available to common shareholders | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
F-5
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended September 30, 2021 and 2020
|
| 2021 |
| 2020 | ||
| ||||||
Cash flows from operating activities: |
|
| ||||
Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
| — |
| — | ||
Depreciation expense |
| |
| | ||
PPP loan forgiveness | ( | | ||||
Gain on sale of equipment |
| ( |
| ( | ||
Provision for deferred taxes |
| |
| | ||
Amortization of intangible assets | | | ||||
(Increase) decrease in contracts receivable |
| ( |
| | ||
Decrease in retainage receivable |
| |
| | ||
(Increase) decrease in other receivables |
| ( |
| | ||
(Increase) decrease in contract assets |
| ( |
| | ||
Increase in prepaid expenses |
| ( |
| ( | ||
Increase in accounts payable |
| |
| | ||
Increase in accrued expenses |
| |
| | ||
(Decrease) increase in contract liabilities |
| ( |
| | ||
Net cash provided by operating activities |
| |
| | ||
|
|
|
| |||
Cash flows from investing activities: |
|
|
|
| ||
Acquisition of Revolt Energy | ( | | ||||
Acquisition of West Virginia Pipeline, net of cash received of $ | ( | | ||||
Investment in property and equipment |
| ( |
| ( | ||
Proceeds from sales of property and equipment |
| |
| | ||
Net cash used in investing activities |
| ( |
| ( | ||
|
|
|
| |||
Cash flows from financing activities: |
|
|
|
| ||
Dividends on common stock |
| |
| ( | ||
Preferred dividends paid |
| ( |
| ( | ||
Treasury stock purchased by company |
| |
| ( | ||
Borrowings on lines of credit and short term debt, net of (repayments) |
| |
| ( | ||
Proceeds from long term debt |
| |
| | ||
Principal payments on long term debt | ( | ( | ||||
Net cash provided by (used in) financing activities |
| |
| ( | ||
|
|
|
| |||
(Decrease) increase in cash and cash equivalents |
| ( |
| | ||
Cash and cash equivalents beginning of period |
| |
| | ||
Cash and cash equivalents end of period | $ | | $ | | ||
|
|
|
| |||
Supplemental schedule of noncash investing and financing activities: |
|
|
|
| ||
Purchases of property & equipment under financing agreements | $ | | $ | | ||
Insurance premiums financed | $ | | $ | | ||
Note payable to finance West Virginia Pipeline acquisition, discounted by $ | $ | | $ | | ||
Note payable to refinance short-term borrowing | $ | | $ | | ||
Accrued dividends on preferred stock | $ | | $ | | ||
Debt assumed in acquisitions | $ | | $ | | ||
Supplemental disclosures of cash flows information: |
|
|
|
| ||
Cash paid during the year for: |
|
|
|
| ||
Interest | $ | | $ | | ||
Income taxes | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
F-6
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended September 30, 2021 and 2020
Total | |||||||||||||||||
Common Stock | Additional Paid | Retained | Treasury | Shareholders' | |||||||||||||
| Shares |
| Amount |
| in Capital |
| Deficit |
| Stock |
| Equity | ||||||
Balance at September 30, 2019 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
|
|
|
|
| |||||||||||||
Net income | — |
| — |
| — |
| |
| — |
| | ||||||
|
|
|
|
| |||||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||
Accrued preferred dividends | — |
| — |
| — |
| ( |
| — |
| ( | ||||||
|
|
|
|
| |||||||||||||
Treasury stock purchased by company | ( |
| — |
| ( |
| — |
| ( |
| ( | ||||||
|
|
|
|
| |||||||||||||
Balance at September 30, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
|
|
|
|
|
|
|
|
|
|
| |||||||
Balance at September 30, 2020 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
|
|
|
|
|
|
|
|
|
| ||||||||
Net income | — |
| — |
| — |
| |
| — |
| | ||||||
|
|
|
|
|
|
|
|
|
|
| |||||||
Accrued preferred dividends | — |
| — |
| — |
| ( |
| — |
| ( | ||||||
|
|
|
|
|
|
|
|
|
| ||||||||
Balance at September 30, 2021 | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements
F-7
ENERGY SERVICES OF AMERICA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. | BUSINESS AND ORGANIZATION: |
Energy Services of America Corporation (“Energy Services” or the “Company”) is a contractor and service company that operates primarily in the mid-Atlantic region of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. C.J. Hughes Construction Company, Inc. (“C.J. Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies. Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J. Hughes, provides union building trade employees for projects managed by C.J. Hughes. Nitro Construction Services, Inc. (“Nitro”), a wholly owned subsidiary of C. J. Hughes, provides electrical, mechanical, HVAC/R, solar installation, and fire protection services to customers primarily in the automotive, chemical, and power industries. Pinnacle Technical Solutions, Inc. (“Pinnacle”), a wholly owned subsidiary of Nitro, operates as a data storage facility within Nitro’s office building. Pinnacle is supported by Nitro and has no employees of its own. All C.J. Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals.
On December 31, 2020, Energy Services completed the purchase of West Virginia Pipeline, Inc. (“West Virginia Pipeline”), a West Virginia corporation located in Princeton, West Virginia. West Virginia Pipeline, a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. West Virginia Pipeline’s employees are non-union, and the company is managed independently from C.J. Hughes and Nitro.
On March 22, 2021, the Company established a new wholly owned subsidiary, SQP Construction Group, Inc. (“SQP”), that operates as a general contractor primarily in West Virginia. SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers. As a general contractor, SQP manages the overall construction project and subcontracts most of the work.
On April 30, 2021, the Company’s Nitro subsidiary completed an asset purchase of Revolt Energy, Inc. (“Revolt Energy”), a West Virginia corporation located in Nitro, WV. Revolt Energy previously operated primarily as a residential solar installation company in southern West Virginia. As a division of Nitro, Revolt Energy continues to perform residential solar installations and has expanded its services to include commercial and industrial customers. Revolt Energy’s construction employees are members of the International Brotherhood of Electrical Workers.
On June 30, 2021, the Company provided notice to all holders of the Company’s
A portion of the
On October 6, 2021, the Company’s transfer agent completed the redemption, which resulted in the issuance of
The Company’s stock is quoted under the symbol “ESOA” on the OTCQB marketplace operated by the OTC Markets Group.
F-8
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: |
Revenue Recognition
The Company recognizes revenue as performance obligations are satisfied and control of the promised good and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method.
The Company does have certain service and maintenance contracts in which each customer purchase order is considered its own performance obligation recognized over time and would be recognized depending on the type of contract mentioned above. The Company also does certain T&M service work that is generally completed in a short duration and is recognized at a point in time.
All contract costs, including those associated with affirmative claims, change orders and back charges, are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors and outside equipment providers, direct overhead costs and internal equipment expense (primarily depreciation, fuel, maintenance and repairs).
The company recognizes revenue, but not profit, on certain uninstalled materials. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred), but the associated profit is not recognized until the materials are installed. The costs of uninstalled materials will be tracked separately within the Company’s accounting software.
Pre-contract and bond costs, if required, and mobilization costs on projects are generally immaterial to the total value of the Company’s contracts and are expensed when incurred. As a practical expedient, the Company recognizes these incremental costs as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. For projects expected to last greater than one year, mobilization costs will be capitalized as incurred and amortized over the expected duration of the project. For these projects, mobilization costs will be tracked separately in the Company’s accounting software. This includes costs associated with setting up a project lot or lay-down yard, equipment, tool and supply transportation, temporary facilities and utilities and worker qualification and safety training.
Contracts may require the Company to warranty that work is performed in accordance with the contract; however, the warranty is not priced separately, and the Company does not offer customers an option to purchase a warranty. As of September 30, 2021, the Company does not have a material amount of costs expensed that would otherwise be capitalized and amortized.
Principles of Consolidation
The consolidated financial statements of Energy Services include the accounts of Energy Services, its wholly owned subsidiaries West Virginia Pipeline, SQP and C.J. Hughes and its subsidiaries, Contractors Rental, Nitro, and Pinnacle. All significant intercompany accounts and transactions have been eliminated in the consolidation. Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, and C.J. Hughes and its subsidiaries.
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America (“U.S.GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and loss during the reporting period. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
Energy Services considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
F-9
Fair Value Measurements
The Fair Value Measurements and Disclosures Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and specifies disclosures about fair value measurements.
Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Fair Value Measurements Topic of the FASB Accounting Standards Codification establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
As noted above, there is a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.
Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The carrying amount for borrowings under the Company’s revolving credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. The fair value of the Company’s long term fixed-rate debt to unrelated parties was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available to the Company for bank loans with similar terms and maturities. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $
All receivables and payables are carried at net realizable value which approximates fair value because of their short duration to maturity.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s accounts receivable consists of amounts that have been billed to customers. Collateral is generally not required. A majority of the Company’s contracts have monthly billing terms and payment terms within
Retainage billed but not paid pursuant to contract provisions will be due upon completion of the contracts. Based on the Company’s experience, management considers all amounts classified as retainage receivable to be collectible. All retainage receivable amounts are expected to be collected within the next fiscal year.
F-10
The Company provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s access to capital, the customer’s willingness or ability to pay, general economic conditions and the ongoing relationship with the customer.
Property and Equipment
Property and equipment are recorded at cost. Costs which extend the useful lives or increase the productivity of the assets are capitalized, while normal repairs and maintenance that do not extend the useful life or increase productivity of the asset are expensed as incurred. Property and equipment are depreciated principally on the straight-line method over the estimated useful lives of the assets: buildings
Impairment of Long-Lived Assets
A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value is required.
Claims
Claims are amounts in excess of the agreed contract price that a contractor seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price, or other causes of unanticipated additional costs. The Company records revenue on claims that management believes are probable. Revenue from a claim is recorded only to the extent that contract costs relating to the claim have been incurred.
Self -Insurance
The Company has its workers compensation, general liability and auto insurance through a captive insurance company. While the Company believes that this arrangement has been very beneficial in reducing and stabilizing insurance costs, the Company has to maintain a surety deposit to guarantee payments of premiums. The surety deposit had a balance of $
Advertising
All advertising costs are expensed as incurred. Total advertising expense was $
Stock Compensation Plans
The Company has issued restricted stock under its Long-Term Incentive Plan; however, there were no issuances in fiscal years 2021 or 2020. The Company accounts for its equity-based compensation as prescribed by U.S. GAAP for share-based payments. The Company has adopted a fair value-based method of accounting for employee equity-based plans, whereby compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. As a result, compensation expense relating to stock compensation plans will be reflected in net income as part of “Selling and administrative expenses” on the Consolidated Statements of Income.
Income Taxes
The Company and all subsidiaries file a consolidated federal and various state income tax returns on a fiscal year basis. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for years ending prior to September 30, 2018. The Company follows the liability method of accounting for income taxes in accordance with U.S. GAAP. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect
F-11
when the underlying assets or liabilities are recovered or settled. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.
U.S. GAAP also prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or to be taken on a tax return. This evaluation is a two-step process. First, the recognition process determines if it is more likely than not that a tax position will be sustained based on the merits of the tax position upon examination by the appropriate taxing authority. Second, a measurement process is calculated to determine the amount of benefit/expense to recognize in the financial statements if a tax position meets the more likely than not recognition threshold. The tax position is measured at the greatest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement. Any interest and penalty related to the unrecognized tax benefits, as the result of recognition of tax obligations resulting from uncertain tax positions, are included in the provision for income taxes. The Company had not recognized any uncertain tax positions at September 30, 2021.
Earnings Per Common Share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the year, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the year adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.
Collective Bargaining Agreements
Certain Energy Services subsidiaries are party to collective bargaining agreements with unions representing members that are employed by the Company. The agreements require such subsidiaries to pay specified wages and provide certain benefits to the union employees. These agreements expire at various times and have typically been renegotiated and renewed on terms that are similar to the ones contained in the expiring agreements.
Under certain collective bargaining agreements, the applicable Energy Services subsidiary is required to make contributions to multi-employer pension plans. If the subsidiary were to cease participation in one or more of these plans, a liability could potentially be assessed related to any underfunding of these plans. The amount of such assessment, were one to be made, cannot be reasonably estimated.
Litigation Costs
The Company recognizes reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Litigation costs are expensed as incurred.
New Accounting Pronouncements
In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”. ASU 2017-04 is effective for public business entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The update was issued to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the amendments in this Update, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax-deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. The Company has adopted ASU 2017-04 and it did not have a material impact on its financial statements or disclosure.
On October 28, 2021, the FASB released ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”. The amendments of this ASU require entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination. The amendments are effective for public business entities for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2022. For all other
F-12
entities they are effective for fiscal years, including interim periods within those fiscal years, beginning after December 15, 2023. Entities should apply the amendments prospectively to business combinations that occur after the effective date. Early adoption is permitted, including in any interim period, for public business entities for periods for which financial statements have not yet been issued, and for all other entities for periods for which financial statements have not yet been made available for issuance.
Subsequent Events
On October 6, 2021, the Company’s transfer agent completed the previously mentioned Series A Preferred Stock redemption, which resulted in the issuance of
On November 9, 2021, the Company was awarded $
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $
Management has evaluated subsequent events through December 29, 2021, the date which the financial statements were available for issue. There have been no material events noted during the period that would either impact the results reflected in the report or the Company’s results going forward.
3. | REVENUE RECOGNITION |
Our revenue is primarily derived from construction contracts that can span several quarters. We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606” or “Topic 606”) which provides for a five-step model for recognizing revenue from contracts with customers as follows:
| 1. | Identify the contract |
| 2. | Identify performance obligations |
| 3. | Determine the transaction price |
| 4. | Allocate the transaction price |
| 5. | Recognize revenue |
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
| ● | the completeness and accuracy of the original bid; |
| ● | costs associated with scope changes; |
F-13
| ● | changes in costs of labor and/or materials; |
| ● | extended overhead and other costs due to owner, weather and other delays; |
| ● | subcontractor performance issues; |
| ● | changes in productivity expectations; |
| ● | site conditions that differ from those assumed in the original bid; |
| ● | changes from original design on design-build projects; |
| ● | the availability and skill level of workers in the geographic location of the project; |
| ● | a change in the availability and proximity of equipment and materials; |
| ● | our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and |
| ● | the customer's ability to properly administer the contract. |
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects could have, a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. With the exception of customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.
Our contract liabilities consist of provisions for losses and billings in excess of costs and estimated earnings. Provisions for losses are recognized in the consolidated statements of income at the uncompleted performance obligation level for the amount of total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.
4. | DISAGGREGATION OF REVENUE |
We disaggregate our revenue based on our operating groups and contract types as it is the format that is regularly reviewed by management. Our reportable operating groups are Gas & Water Distribution, Gas & Petroleum Transmission, Electrical, Mechanical, & General services and construction. The operating groups for the twelve months ended September 30, 2020, have been revised to
F-14
reflect the current presentation. Our contract types are: Lump Sum, Unit Price, Cost Plus and Time and Materials (“T&M”). The following tables present our disaggregated revenue for the twelve months ended September 30, 2021, and 2020:
| Twelve Months Ended September 30, 2021 | |||||||||||
Electrical, | ||||||||||||
| Gas & Water |
| Gas & Petroleum |
| Mechanical, |
| Total revenue | |||||
Distribution | Transmission | and General | from contracts | |||||||||
Lump sum contracts | $ | | $ | | $ | | $ | | ||||
Unit price contracts |
| |
| |
| |
| | ||||
Cost plus and T&M contracts |
| |
| |
| |
| | ||||
Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
|
|
|
|
|
|
|
| |||||
Earned over time | $ | | $ | | $ | | $ | | ||||
Earned at point in time |
| |
| |
| |
| | ||||
Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
| Twelve Months Ended September 30, 2020 | |||||||||||
Electrical, | ||||||||||||
Gas & Water | Gas & Petroleum | Mechanical, | Total revenue | |||||||||
| Distribution |
| Transmission |
| and General |
| from contracts | |||||
Lump sum contracts | $ | | $ | | $ | | $ | | ||||
Unit price contracts |
| |
| |
| |
| | ||||
Cost plus and T&M contracts |
| |
| |
| |
| | ||||
Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
Earned over time | $ | | $ | | $ | | $ | | ||||
Earned at point in time |
| |
| |
| |
| | ||||
Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
5. CONTRACT BALANCES
The Company’s accounts receivable consists of amounts that have been billed to customers and collateral is generally not required. Most of the Company’s contracts have monthly billing terms; however, billing terms for some are based on project completion. Payment terms are generally within 30 to 45 days after invoices have been issued. The Company attempts to negotiate two-week billing terms and 15-day payment terms on larger projects. The timing of billings to customers may generate contract assets or contract liabilities.
During the twelve months ended September 30, 2021, we recognized revenue of $
Accounts receivable-trade, net of allowance for doubtful accounts, retentions receivable, contract assets and contract liabilities consisted of the following:
|
| September 30, 2020 |
| September 30, 2021 |
| Change | |||
| |||||||||
Accounts receivable-trade, net of allowance for doubtful accounts | $ | | $ | | $ | | |||
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Contract assets |
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Cost and estimated earnings in excess of billings | $ | | $ | | $ | | |||
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Contract liabilities |
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Billings in excess of cost and estimated earnings | $ | | $ | | $ | ( | |||
F-15
6. PERFORMANCE OBLIGATIONS
For the year ended September 30, 2021, we recognized revenue of $
At September 30, 2021, the Company had $
7. | ALLOWANCE FOR DOUBTFUL ACCOUNTS |
Activity in the Company’s allowance for doubtful accounts consists of the following:
| Year Ended September 30, | |||||
|
| 2021 |
| 2020 | ||
| ||||||
Balance at beginning of year | $ | | $ | | ||
Charged to expense |
| |
| | ||
Deductions for uncollectible receivables written off, net of recoveries |
| |
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Balance at end of year | $ | | $ | | ||
8. | UNCOMPLETED CONTRACTS |
Costs and estimated earnings in excess of billings on uncompleted contracts are included in contract assets on the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are included in contract liabilities on the Consolidated Balance Sheets.
Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows:
Year Ended September 30, | ||||||
|
| 2021 |
| 2020 | ||
Costs incurred on contracts in progress | $ | | $ | | ||
Estimated earnings, net of estimated losses |
| |
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| |
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Less billings to date |
| |
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$ | | $ | | |||
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Costs and estimated earnings in excess of billed on uncompleted contracts | $ | | $ | | ||
Less billings in excess of costs and estimated earnings on uncompleted contracts |
| |
| | ||
$ | | $ | | |||
The Company’s unaudited backlog at September 30, 2021, and September 30, 2020, was $
9. | CLAIMS |
The Company does not have any claims receivable as of September 30, 2021 and 2020. Claims receivable is a component of contract assets.
F-16
10. | PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment consist of the following:
| Year Ended September 30, | |||||
|
| 2021 |
| 2020 | ||
| ||||||
Land | $ | | $ | | ||
Buildings and leasehold improvements |
| |
| | ||
Operating equipment and vehicles |
| |
| | ||
Office equipment, furniture and fixtures |
| |
| | ||
Assets not yet in service |
| |
| — | ||
| |
| | |||
Less accumulated depreciation |
| |
| | ||
Property, plant and equipment, net | $ | | $ | | ||
11. | SHORT-TERM DEBT |
Short-term debt consists of the following:
On August 3, 2021, the Company received a one-year extension on its line of credit (“Operating Line of credit (2021)”) effective June 28, 2021. The $
Major items excluded from the borrowing base calculation are receivables from bonded jobs and retainage as well as all items greater than ninety (90) days old. Line of credit borrowings are collateralized by the Company’s accounts receivable. Cash available under the line is calculated based on
Under the terms of the agreement, the Company must meet the following loan covenants to access the first $
| 1. | Minimum tangible net worth of $ |
| 2. | Minimum traditional debt service coverage of |
| 3. | Minimum current ratio of |
| 4. | Maximum debt to tangible net worth ratio (“TNW”) of |
| 5. | Full review of accounts receivable aging report and work in progress. The results of the review shall be satisfactory to the lender in its sole and unfettered discretion. |
Under the terms of the agreement, the Company must meet the following additional requirements for draw requests causing the borrowings to exceed $
| 1. | Minimum traditional debt service coverage of |
| 2. | Minimum tangible net worth of $ |
The Company was in compliance with all covenants for the $
The Company also finances insurance policy premiums on a short-term basis through a financing company. These insurance policies include workers’ compensation, general liability, automobile, umbrella, and equipment policies. The Company makes a down payment in January and finances the remaining premium amount over ten monthly payments. In January 2021, the Company financed $
F-17
12. | SHORT-TERM AND LONG-TERM DEBT |
A summary of short-term and long-term debt as of September 30, 2021 and 2020 is as follows:
|
| 2021 |
| 2020 | ||
| ||||||
Line of credit payable to bank, monthly interest at | $ | | $ | — | ||
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| ||||
Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ | | — | ||||
Notes payable to finance companies, due in monthly installments totaling $ |
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Note payable to finance company for insurance premiums financed, due in monthly installments totaling $ |
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Notes payable to bank, due in monthly installments totaling $ |
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Notes payable to bank, due in monthly installments totaling $ |
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Notes payable to bank for $ |
| — |
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Notes payable to bank, due in monthly installments totaling $ |
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Notes payable to bank, due in monthly installments totaling $ |
| — |
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Notes payable to David Bolton and Daniel Bolton, $ | | — | ||||
Notes payable to bank, interest at | | — | ||||
Total debt |
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Less current maturities |
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Total long term debt | $ | | $ | | ||
F-18
During fiscal year 2021, the Company received notice that the Small Business Administration (“SBA”) had granted forgiveness of the $
At September 30, 2021, future expected payments due on short-term and long-term debt are as follows:
2022 |
| $ | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
Thereafter |
| | |
$ | |
13. | INCOME TAXES |
The components of income taxes are as follows:
| Year Ended September 30, | |||||
|
| 2021 |
| 2020 | ||
| ||||||
Federal | ||||||
Current | $ | ( | $ | | ||
Deferred |
| |
| | ||
Total |
| ( |
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State |
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Current |
| ( |
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Deferred |
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Total |
| ( |
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Total income tax (benefit) expense | $ | ( | $ | | ||
The effective income tax rate for the fiscal year ended September 30, 2021, was , as compared to
During fiscal year 2021, the Company received notice that the SBA had granted forgiveness in full of the $
Per diem paid to employees on construction projects and entertainment expenses are only partially deductible from taxable income and can have a significant impact on the effective tax rate. For the fiscal years ended September 30, 2021, and 2020, the non-deductible portion of per diem and entertainment expenses resulted in an approximate increase in taxable income of $
The provision for income taxes was computed by applying a federal rate of 21.0% and a state rate of
F-19
fiscal year 2021 federal income tax credit related to a solar installation project at its Nitro, WV facility. The non-taxable effect of the PPP loan forgiveness is approximately $
| Year Ended September 30, |
| |||
|
| 2021 |
| 2020 |
|
| |||||
Statutory rate |
| | % | | % |
State income taxes |
| | % | | % |
Meals and other |
| | % | | % |
Credit from solar installation project | ( | % | | % | |
PPP loan forgiveness |
| ( | % | | % |
Effective tax rate |
| ( | % | | % |
Deferred taxes provide for significant differences between the basis of assets and liabilities for financial reporting and income tax reporting. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. At September 30, 2021, the Company expects all net operating loss carryforwards to be realized in the near future.
The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:
| Year Ended September 30, | |||||
|
| 2021 |
| 2020 | ||
Deferred tax liabilities | ||||||
Property and equipment | $ | | $ | | ||
Other | | — | ||||
Total deferred tax liabilities | $ | | $ | | ||
Deferred tax assets |
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Other | $ | | $ | | ||
Net operating loss carryforward |
| |
| — | ||
Total deferred tax assets | $ | | $ | | ||
Total net deferred tax liabilities | $ | | $ | | ||
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in general and administrative expenses.
F-20
14. | EARNINGS PER SHARE |
Earnings per share for the years ended September 30, 2021, and 2020 are as follow:
|
| Twelve Months Ended |
| Twelve Months Ended | ||
| September 30, | September 30, | ||||
| 2021 | 2020 | ||||
| ||||||
Net income | $ | | $ | | ||
|
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Dividends on preferred stock |
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Income available to common shareholders | $ | | $ | | ||
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Weighted average shares outstanding-basic |
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Weighted average shares outstanding-diluted |
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Earnings per share available to common shareholders | $ | | $ | | ||
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Earnings per share available to common shareholders-diluted | $ | | $ | | ||
15. | STOCK PURCHASE PLAN |
At the annual meeting of the shareholders on November 19, 2008, the shareholders approved the establishment of an employee stock purchase plan. The stock purchase plan authorizes the issuance of up to
On August 22, 2019, the Company announced that the Board of Directors authorized a stock repurchase program under which the Company would purchase up to
16. | LONG TERM INCENTIVE PLAN |
At the annual meeting of shareholders on August 11, 2010, the shareholders approved the Energy Services of America Corporation Long Term Incentive Plan, to provide employees and directors of the Company with additional incentives to promote the growth and performance of the Company. The ten-year plan expired as of August 2020 with no awards in the fiscal year ended September 30, 2020. All stock grants have vested or been forfeited as of September 30, 2021.
17. | RELATED PARTY TRANSACTIONS |
The Company intends that all transactions between the Company and its executive officers, directors, holders of
F-21
On December 16, 2014, the Company’s Nitro subsidiary entered into a $
On December 31, 2020, West Virginia Pipeline Acquisition Company , later renamed West Virginia Pipeline, Inc., entered into a $
Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2021.
Certain Energy Services subsidiaries routinely engage in transactions in the normal course of business with each other, including sharing employee benefit plan coverage, payment for insurance and other expenses on behalf of other affiliates, and other services incidental to business of each of the affiliates. All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation.
18. | LEASE OBLIGATIONS |
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. ASU 2016-02 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Among other things, lessees are required to recognize the following for all leases (except for short-term leases) at the commencement date: a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. It is the Company’s preference to acquire equipment needed for long-term use through purchase, by cash or finance. For equipment needed on a short-term basis, the Company will enter into short-term rental agreements with the equipment provider where the agreement is cancellable at any time. The adoption of ASU 2016-02 had an immaterial impact on the Company’s consolidated financial statements.
The Company leases office space for SQP Construction Group for $
The Company rents equipment for use on construction projects with rental agreements being week to week or month to month. Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the Consolidated Income Statement, was $
F-22
19. | MAJOR CUSTOMERS |
The tables below present customers that represent
Revenue |
| FY 2021 |
| FY 2020 |
|
TransCanada Corporation |
| | % | | % |
Marathon Petroleum |
| * | | % | |
All other |
| | % | | % |
Total |
| | % | | % |
* Less than
Accounts receivable net of retention |
| FY 2021 |
| FY 2020 |
|
Kentucky American Water |
| | % | * | |
TransCanada Corporation |
| | % | | % |
Marathon Petroleum | * | | % | ||
Shimizu North American LLC | * | | % | ||
All other |
| | % | | % |
Total |
| | % | | % |
* Less than
Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements. The loss of a major customer could have a severe impact on the profitability of operations of the Company. However, due to the nature of the Company’s operations, the major customers and sources of revenues may change from year to year.
20. | RETIREMENT AND EMPLOYEE BENEFIT PLANS |
In 2021 and 2020, C. J. Hughes maintained a tax-qualified 401(k) retirement plan for union employees. Employees can contribute up to
C. J. Hughes contributed $
Effective January 1, 2010, Energy Services became the successor plan sponsor of the C. J. Hughes Construction Company, Inc. 401(k) Plan for non-union employees (the “Plan”). The Plan was renamed the Energy Services of America Staff Retirement Plan. Employees are eligible to participate in the Plan upon completion of six months of service but must wait until a quarterly entry to join the Plan. Employees may contribute eligible wages up to the maximum indexed dollar amount set by the Internal Revenue Service which was $
Energy Services and its wholly owned subsidiaries contributed $
F-23
The Company contributes to a number of multi-employers defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
| ● | Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers. |
| ● | If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability. |
The following table presents our participation in these plans:
Contibutions of | |||||||||||||||||||||
Pension Protection Act ("PPA") | Energy Services of America | ||||||||||||||||||||
Certified Zone Status (1) | FIP/RP Status | Companies | Expiration Date of | ||||||||||||||||||
EIN/Pension | Pending/ | Surcharge | Collective Bargaining | ||||||||||||||||||
Pension Fund |
| Plan Number |
| 2020 |
| 2019 |
| Implemented (2) |
| 2021 |
| 2020 |
| 2019 |
| Imposed |
| Agreement | |||
Central States, Southeast and Southwest Areas Pension Fund |
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| $ | |
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Employer-Teamsters Local Nos. 175 and 505 | — | | | ||||||||||||||||||
Laborers National Pension Fund | | | | ||||||||||||||||||
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National Automatic Sprinkler Industry Pension Fund |
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Iron Workers District Council of Southern Ohio &Vicinity Pension Trust |
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Carpenters Pension Fund of WV |
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Plumbers & Pipefitters National Pension Fund |
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Sheet Metal Workers' National Pension Fund |
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Sheet Metal Workers Local Pension Fund |
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Plumbers and Pipefitters Local 152 Pension Fund |
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All Other |
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| (1) | The most recent PPA zone status available in 2021 and 2020 is the the plan’s year-end during 2020 and 2019, respectively. The zone status is based on information that we received from the plan and is certified by the plan's actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. |
| (2) | Indicates whether the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented. |
The Company currently does not have intentions of withdrawing from any of the multi-employer pension plans in which it participates.
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $
F-24
21. | CREDIT RISK |
Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and contract receivables. The Company places its cash with high quality financial institutions. At times, the balances in such institutions may exceed the FDIC insurance limit of $
The Company performs periodic credit evaluations of its customer’s financial condition and generally does not require collateral. Consequently, the Company is subject to potential credit risk related to business and economic factors that would affect these companies. However, the Company generally has certain statutory lien rights with respect to services provided. Credit losses consistently have been within management’s expectations.
22. | COMMITMENTS AND CONTINGENCIES |
During the normal course of operations, the companies are subject to certain subcontractor claims, mechanic’s liens, and other litigation. Management is of the opinion that no material obligations will arise from any pending legal proceedings. Accordingly, no provision has been made in the financial statements for such litigation.
Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make.
In February 2014, the Company entered into an agreement with a surety company to provide bonding which will suit the Company’s immediate needs. The ability to obtain bonding for future contracts is an important factor in the contracting industry with respect to the type and value of contracts that can be bid.
Depending upon the size and conditions of a particular contract, the Company may be required to post letters of credit or other collateral in favor of the insurer. Posting of these letters or other collateral will reduce our borrowing capabilities. The Company does not anticipate any claims in the foreseeable future. At September 30, 2021, the Company had $
In fiscal year 2021, the Company received notification of forgiveness on the $
23. ACQUISITIONS
On December 31, 2020, West Virginia Pipeline Acquisition Company, later renamed West Virginia Pipeline, Inc., entered into a $
Previous owners, David Bolton and Daniel Bolton, have continued their roles as President and Vice President, respectively. The Company incurred approximately $
F-25
On April 30, 2021, the Company’s Nitro subsidiary completed an asset purchase of Revolt Energy, Inc. (“Revolt Energy”), a solar installation company located in Nitro, WV for $
Based on management's preliminary valuation of tangible and intangible assets acquired and liabilities assumed, the West Virginia Pipeline and Revolt Energy acquisitions resulted in goodwill of $
The purchase price allocation of each acquisition is allocated in the tables below:
West Virginia Pipeline
Goodwill | $ | | |
Equipment and vehicles |
| | |
Building |
| | |
Land |
| | |
Customer relationships |
| | |
Tradename | | ||
Non-competes | | ||
Cash received in acquisition |
| | |
Debt assumed in acquisition |
| ( | |
Purchase price | $ | |
Revolt Energy
Equipment and vehicles |
| $ | |
Non-compete agreement |
| | |
Debt assumed in acquisition |
| ( | |
Purchase price | $ | |
Topic 805 requires an acquirer that is a public entity to present the revenue and earnings of the combined entity as though the business combination that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period if comparative financial statements are presented. Of the two acquisitions in fiscal year 2021, the Company only regards the West Virginia Pipeline acquisition as being material to its financial performance. The Company finds this information related to Revolt Energy impracticable to provide for the periods presented due to the lack of availability of meaningful financial statements that comply with U.S. Generally Accepted Accounting Principles.
F-26
Below is the unaudited consolidated pro forma statement of income for the Company had the West Virginia Pipeline acquisition occurred at the beginning of fiscal year ended September 30, 2020:
| 2020 | ||
Revenue | $ | | |
Cost of revenues |
| | |
Gross profit |
| | |
Selling and administrative expenses |
| | |
Income from operations |
| | |
Other income (expense) |
|
| |
Interest income |
| | |
Other nonoperating expense |
| ( | |
Interest expense |
| ( | |
Gain on sale of equipment |
| | |
| ( | ||
Income before income taxes |
| | |
Income tax expense |
| | |
Net income |
| | |
Dividends on preferred stock |
| | |
Net income available to common shareholders | $ | | |
Weighted average shares outstanding-basic |
| | |
Weighted average shares-diluted |
| | |
Earnings per share available to common shareholders | $ | | |
Earnings per share-diluted available to common shareholders | $ | | |
West Virginia Pipeline’s past financial performance, experienced management and workforce and relationships with its customers made it an attractive acquisition for the Company. Going back to 1963, West Virginia Pipeline has a long history of excellent work performance in southern West Virginia. Their geographic region compliments Energy Services as the two companies rarely competed for work previously. The generated by the acquisition is largely the result of the high return on capital generated by West Virginia Pipeline. While West Virginia Pipeline will be managed separately from the Company’s other union operations, it is expected that relationships built by all the companies will help provide new opportunities within the organization.
Revolt Energy’s reputation as a leading solar installation company in southern West Virginia made it an attractive acquisition and greatly eased Nitro’s entry into the growing solar installation industry. Prior to the acquisition, Revolt installed the solar panels and subcontracted the electrical work. The acquisition will now allow Nitro to self-perform the complete solar installation process. Nitro’s and Revolt’s common union affiliations align to give Nitro flexibility on both solar installations and commercial electrical work.
F-27
24. GOODWILL AND INTANGIBLE ASSETS
The Company follows the guidance of ASC 350-20-35-3 Intangibles-Goodwill and Other (Topic 350) which requires a company to record an impairment charge based on the excess of a reporting unit's carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a two-step quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2021.
A table of the Company's goodwill is below:
Fiscal Year | ||||||
| 2021 |
| 2020 | |||
Beginning balance |
| — |
| — | ||
Acquired |
| |
| — | ||
Impairment |
| — |
| — | ||
Ending balance | $ | | $ | — | ||
A table of the Company’s intangible assets subject to amortization at September 30, 2021, is below:
| Remaining Life at |
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| Amortization and |
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September 30, | Original | Accumulated | Impairment FY | Net Book | ||||||||||
Intangible assets: | 2021 | Cost | Amortization | 2021 | Value | |||||||||
West Virginia Pipeline |
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Customer Relationships |
| $ | | $ | | $ | | $ | | |||||
Tradename |
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Non-competes | | | | | ||||||||||
Revolt Energy |
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Non-compete |
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Total intangible assets |
|
| $ | | $ | | $ | | $ | | ||||
The amortization on identifiable intangible assets for fiscal years ended September 30, 2021, and 2020 was $
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
Fiscal year |
| Amortization Expense | |
2022 | $ | | |
2023 |
| | |
2024 |
| | |
2025 |
| | |
2026 |
| | |
After | | ||
Total | $ | | |
F-28
25. SUBSEQUENT EVENTS
On October 6, 2021, the Company’s transfer agent completed the previously mentioned Series A Preferred Stock redemption, which resulted in the issuance of
On November 9, 2021, the Company was awarded $
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $
Management has evaluated subsequent events through December 29, 2021, the date which the financial statements were available for issue. There have been no material events noted during the period that would either impact the results reflected in the report or the Company’s results going forward.
26. | QUARTERLY FINANCIAL DATA (UNAUDITED) |
Quarterly financial data for fiscal years ended September 30, 2021 and 2020 are summarized below:
2021 |
| First Quarter |
| Second Quarter |
| Third Quarter |
| Fourth Quarter |
| Total | |||||
Revenue | $ | | $ | | $ | | $ | | $ | | |||||
Operating (loss) income |
| ( |
| ( |
| ( |
| |
| ( | |||||
Net (loss) income |
| ( |
| ( |
| |
| |
| | |||||
Dividends on preferred stock |
| |
| |
| |
| |
| | |||||
Net (loss) income available to common shareholders | $ | ( | $ | ( | $ | | $ | | $ | | |||||
|
|
|
|
|
| ||||||||||
Weighted-basic shares outstanding |
| |
| |
| |
| |
| | |||||
Weighted-diluted shares outstanding |
| |
| |
| |
| |
| | |||||
|
|
|
|
|
|
|
|
|
| ||||||
(Loss) earnings per share available to common shareholders | $ | ( | $ | ( | $ | | $ | | $ | | |||||
|
|
|
|
|
|
|
|
|
| ||||||
(Loss) earnings per share-diluted available to common shareholders | $ | ( | $ | ( | $ | | $ | | $ | | |||||
F-29
2020 |
| First Quarter |
| Second Quarter |
| Third Quarter |
| Fourth Quarter |
| Total | |||||
| |||||||||||||||
Revenue | $ | | $ | | $ | | $ | | $ | | |||||
Operating (loss) income |
| ( |
| ( |
| |
| |
| | |||||
Net (loss) income |
| ( |
| ( |
| ( |
| |
| | |||||
Dividends on preferred stock |
| |
| |
| |
| |
| | |||||
Net (loss) income available to common shareholders | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||
|
|
|
|
|
|
|
|
|
| ||||||
Weighted-basic shares outstanding |
| |
| |
| |
| |
| | |||||
Weighted-diluted shares outstanding |
| |
| |
| |
| |
| | |||||
|
|
|
|
|
|
|
|
|
| ||||||
(Loss) earnings per share available to common shareholders | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||
|
|
|
|
|
|
|
|
|
| ||||||
(Loss) earnings per share-diluted available to common shareholders | $ | ( | $ | ( | $ | ( | $ | | $ | | |||||
F-30
Quarterly revenue data for fiscal years ended September 30, 2021 and 2020 are summarized below:
2021 |
| First Quarter |
| Pct. Of Total |
| Second Quarter |
| Pct. Of Total |
| Third Quarter |
| Pct. Of Total |
| Fourth Quarter |
| Pct. Of Total |
| Total |
| Pct. Of Total | ||||||
| ||||||||||||||||||||||||||
Gas and Water Distribution | $ | |
| | % | $ | |
| | % | $ | |
| | % | $ | | | % | $ | | | % | |||
Gas and Petroleum Transmission |
| |
| | % |
| |
| | % |
| |
| | % | | | % | | | % | |||||
Electrical, Mechanical, and General |
| |
| | % |
| |
| | % |
| |
| | % | | | % | | | % | |||||
$ | |
| | % | $ | |
| | % | $ | |
| | % | $ | | | % | $ | | | % | ||||
2020 |
| First Quarter |
|
| Second Quarter |
|
| Third Quarter |
|
| Fourth Quarter |
|
| Total |
| Pct. Of Total |
| |||||||||
| ||||||||||||||||||||||||||
Gas and Water Distribution | $ | |
| | % | $ | |
| | % | $ | |
| | % | $ | |
| | % | $ | |
| | % | |
Gas and Petroleum Transmission |
| |
| | % |
| |
| | % |
| |
| | % |
| |
| | % |
| |
| | % | |
Electrical, Mechanical, and General |
| |
| | % |
| |
| | % |
| |
| | % |
| |
| | % |
| |
| | % | |
$ | |
| | % | $ | |
| | % | $ | |
| | % | $ | |
| | % | $ | |
| | % | ||
Change |
| First Quarter |
| Pct. Change |
| Second Quarter |
| Pct. Change |
| Third Quarter |
| Pct. Change |
| Fourth Quarter |
| Pct. Change |
| Total |
| Pct. Change |
| |||||
Gas and Water Distribution | $ | ( |
| ( | % | $ | |
| | % | $ | |
| | % | $ | |
| | % | $ | |
| | % | |
Gas and Petroleum Transmission |
| |
| | % |
| |
| | % |
| ( |
| ( | % |
| ( |
| ( | % |
| ( |
| ( | % | |
Electrical, Mechanical, and General |
| |
| | % |
| |
| | % |
| ( |
| ( | % |
| |
| | % |
| |
| | % | |
$ | |
| | % | $ | |
| | % | $ | ( |
| ( | % | $ | ( |
| ( | % | $ | |
| | % | ||
F-31
27. CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS
ENERGY SERVICES OF AMERICA CORPORATION (Parent Only)
BALANCE SHEETS
As of September 30, 2021 and 2020
Assets |
| 2021 |
| 2020 | ||
|
|
|
| |||
Current assets |
|
|
|
| ||
Cash and cash equivalents | $ | | $ | | ||
Other receivables |
| |
| ( | ||
Prepaid expenses and other |
| |
| | ||
Total current assets |
| |
| | ||
|
|
| ||||
Property, plant and equipment, at cost |
| |
| | ||
less accumulated depreciation |
| ( |
| ( | ||
| |
| | |||
|
|
|
| |||
Deferred tax asset |
| |
| | ||
Investment in subsidiaries |
| |
| | ||
Total assets | $ | | $ | | ||
|
|
|
| |||
Liabilities and shareholders' equity |
|
|
|
| ||
Current liabilities |
|
|
|
| ||
Current maturities of long-term debt | $ | | $ | | ||
Lines of credit and short term borrowings |
| |
| | ||
Accounts payable |
| |
| | ||
Accrued expenses and other current liabilities |
| |
| — | ||
Total current liabilities |
| |
| | ||
|
|
|
| |||
Due to subsidiaries | | | ||||
Long-term debt, less current maturities |
| |
| | ||
Total liabilities |
| |
| | ||
|
|
|
| |||
Shareholders' equity |
|
|
|
| ||
|
|
|
| |||
Preferred stock, $ |
| |
| | ||
|
|
|
| |||
Common stock, $ |
| |
| | ||
|
|
|
| |||
Treasury stock, |
| ( |
| ( | ||
|
|
|
| |||
Additional paid in capital |
| |
| | ||
Retained deficit |
| ( |
| ( | ||
Total shareholders' equity |
| |
| | ||
Total liabilities and shareholders' equity | $ | | $ | | ||
F-32
ENERGY SERVICES OF AMERICA CORPORATION (Parent Only)
STATEMENTS OF INCOME
For the years ended September 30, 2021 and 2020
|
| 2021 |
| 2020 | ||
| ||||||
Selling and administrative expenses | $ | | $ | | ||
|
|
|
| |||
Net loss from operations before taxes |
| ( |
| ( | ||
|
| |||||
Other nonoperating income expense |
| |
| ( | ||
PPP loan forgiveness | | — | ||||
Interest income |
| |
| | ||
Interest expense |
| ( |
| ( | ||
Interest allocation to subsidiaries |
| |
| | ||
|
|
|
| |||
Net loss before tax |
| ( |
| ( | ||
|
|
| ||||
Income tax benefit |
| ( |
| ( | ||
|
|
| ||||
Net loss from parent |
| ( |
| ( | ||
|
|
| ||||
Equity in undistributed income |
|
|
| |||
income of subsidiaries |
| |
| | ||
|
|
| ||||
Net income | | | ||||
Dividends on preferred stock |
| ( |
| ( | ||
|
|
| ||||
Net income available to common shareholders | $ | | $ | | ||
|
|
|
| |||
Weighted average shares outstanding- basic |
| |
| | ||
|
|
|
| |||
Weighted average shares-diluted |
| |
| | ||
|
|
|
| |||
Net earnings per share-basic available to common shareholders | $ | | $ | | ||
|
|
|
| |||
Net earnings per share-diluted available to common shareholders | $ | | $ | | ||
F-33
ENERGY SERVICES OF AMERICA CORPORATION (Parent Only)
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended September 30, 2021 and 2020
|
| 2021 |
| 2020 | ||
Cash flows form operating activities: |
|
|
|
| ||
Net income | $ | | $ | | ||
|
|
|
| |||
Adjustments to reconcile net income to net cash (used in) provided by operating activities |
|
|
|
| ||
Provision for deferred taxes |
| ( |
| | ||
Depreciation expense |
| |
| | ||
Equity in undistributed income of subsidiaries |
| ( |
| ( | ||
Paycheck Protection Program loan forgiveness | ( | — | ||||
Advances (to) from subsidiaries |
| |
| | ||
Changes in: |
|
|
| |||
Decrease (increase) in prepaid expenses |
| |
| ( | ||
Increase in other receivable |
| ( |
| — | ||
Increase (decrease) in accounts payable |
| |
| ( | ||
Decrease in accrued expenses and other current liabilities |
| ( |
| ( | ||
Net cash (used in) provided by operating activities |
| ( |
| | ||
|
|
|
| |||
Cash flows from investing activities: |
|
|
|
| ||
Investment in property & equipment |
| — |
| ( | ||
Net cash used in investing activities |
| — |
| ( | ||
|
|
|
| |||
Cash flows from financing activities: |
|
|
|
| ||
Borrowings on lines of credit and short-term debt, net of (repayments) |
| |
| ( | ||
Principal payments on long term debt |
| ( |
| ( | ||
Dividends on common stock |
| — |
| ( | ||
Preferred dividends paid |
| ( |
| ( | ||
Treasury stock purchased by company |
| — |
| ( | ||
Proceeds from long term debt |
| — |
| | ||
Net cash provided by (used in) financing activities |
| |
| ( | ||
|
|
|
| |||
Increase in cash and cash equivalents |
| |
| | ||
Cash beginning of period |
| |
| | ||
Cash end of period | $ | | $ | | ||
|
|
|
| |||
Supplemental schedule of noncash investing and financing activities: |
|
|
|
| ||
Insurance premiums financed | $ | | $ | | ||
Accrued dividends on preferred stock | $ | | $ | | ||
Supplemental disclosures of cash flows information: |
|
|
|
| ||
Cash paid during the year for: |
|
|
|
| ||
Interest | $ | | $ | | ||
Income taxes | $ | | $ | | ||
F-34
