0001571049-17-001247.txt : 20170213 0001571049-17-001247.hdr.sgml : 20170213 20170213150952 ACCESSION NUMBER: 0001571049-17-001247 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20160930 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Services of America CORP CENTRAL INDEX KEY: 0001357971 STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623] IRS NUMBER: 204606266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32998 FILM NUMBER: 17598527 BUSINESS ADDRESS: STREET 1: 75 WEST 3RD AVE. CITY: HUNTINGTON STATE: WV ZIP: 25701 BUSINESS PHONE: (304) 522-3868 MAIL ADDRESS: STREET 1: 75 WEST 3RD AVE. CITY: HUNTINGTON STATE: WV ZIP: 25701 FORMER COMPANY: FORMER CONFORMED NAME: Energy Services Acquisition Corp. DATE OF NAME CHANGE: 20060330 10-K/A 1 t1700100_10ka.htm FORM 10-K (AMENDMENT NO.1)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year ended September 30, 2016

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________________ to ____________________

Commission File Number: 001-32998

Energy Services of America Corporation

(Exact Name of Registrant as Specified in its Charter)

	Delaware				20-4606266
(State or Other Jurisdiction of Incorporation or Organization)				(I.R.S. Employer Identification Number)

	75 West 3^rd Ave., Huntington, West Virginia				25701
(Address of Principal Executive Office)				(Zip Code)

	(304) 522-3868
(Registrant’s Telephone Number including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Class

Name of Each Exchange

On Which Registered

None

Securities Registered Pursuant to Section 12(g) of the Act:

	Common Stock, par value $0.0001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ¨ NO x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES ¨ NO x

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. YES x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer ¨	Accelerated Filer ¨	Non-Accelerated Filer ¨	Smaller Reporting Company x
	(Do not check if a Smaller reporting Company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨ NO x

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, 2016 was $ 14,171,901.

As of February 1, 2017, there were issued and outstanding 14,239,836 shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K of Energy Services of America Corporation (the “Company”) is being filed to add the consent of the Company’s independent registered public accounting firm for the Company’s Registration Statement on Form S-8, which was inadvertently omitted from the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 15, 2016.

PART IV

ITEM 15. Exhibits and Financial Statement Schedules

(a)(1)

Consolidated Financial Statements

The documents filed as a part of the Form 10-K/A and incorporated by reference from Exhibit 13 are:

Report of Independent Registered Public Accounting Firm;

Consolidated Balance Sheets, September 30, 2016 and September 30, 2015;

Consolidated Statements of Income, Years Ended September 30, 2016
and September 30, 2015;

Consolidated Statements of Cash Flows, Years Ended September 30, 2016
and September 30, 2015;

Consolidated Statements of Changes in Shareholders’ Equity, Years Ended
September 30, 2016 and September 30, 2015;

Notes to Consolidated Financial Statements.

(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

Exhibit No.	Description

3.1	Amended and Restated Certificate of Incorporation (1)
3.2	Bylaws (1)
3.3	Certificate of Amendment to the Registrant’s Certificate of Incorporation (1)
3.4	Certificate of Designations Series A Preferred Stock (5)
4	Form of Certificate of Common Stock (1)
10.1	Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.(1)
10.2	Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders.(1)
10.3	Form of Letter Agreement between Chapman Printing Co. and the Registrant regarding administrative support.(1)
10.4	Form of Amended Registration Rights Agreement among the Registrant and the Initial Stockholders.(1)
10.5	Term Note Agreement with United Bank, Inc. (6)
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)
10.7	Management Incentive Plan (4)
10.8	Line of Credit (2015) Agreement with United Bank, Inc. (7)
10.9	Line of Credit (2016) Agreement with United Bank, Inc. (8)
13	2016 Annual Report to Stockholders
14	Code of Ethics (1)
21	List of subsidiaries
23	Consent of Arnett Carbis Toothman LLP to incorporate financial statements into Registration Statement on Form S-8.

31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 21, 2010.

(5)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities Exchange Commission on August 8, 2013.

(6)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2014

(7)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2015

(8)

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2016

(b) The exhibits listed under (a)(3) above are filed herewith.

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: February 13, 2017	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	February 13, 2017
	Marshall T. Reynolds

By	/s/ Jack Reynolds	Director	February 13, 2017
	Jack R. Reynolds

By	/s/ Charles P. Crimmel	Chief Financial Officer	February 13, 2017
	Charles P. Crimmel	(Principal Financial and Accounting Officer)

By	/s/ Neal W. Scaggs	Director	February 13, 2017
	Neal W. Scaggs

By	/s/ Joseph L. Williams	Director	February 13, 2017
	Joseph L. Williams

By	/s/ Keith Molihan	Director	February 13, 2017
	Keith Molihan

By	/s/ Nester S. Logan	Director	February 13, 2017
	Nester S. Logan

By	/s/ Bruce H. Elliott	Director	February 13, 2017
	Bruce H. Elliott

By	/s/ Samuel G. Kapourales	Director	February 13, 2017
	Samuel G. Kapourales

By	/s/ Charles Abraham	Director	February 13, 2017
	Charles Abraham

By	/s/ Douglas V. Reynolds	President and Chief	February 13, 2017
	Douglas V. Reynolds	Executive Officer, and Director
		(Principal Executive Officer)

EX-23 2 t1700100_ex23.htm EXHIBIT 23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-212234) of our report dated June 24, 2016, included in the Annual Report on Form 10-K of Energy Services of America Corporation for the year ended September 30, 2016.

/s/Arnett Carbis Toothman, LLP

Charleston, WV

February 13, 2017

EX-31.1 3 t1700100_ex31-1.htm EXHIBIT 31.1

Exhibit 31.1

Certification of Chief Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Douglas V. Reynolds, certify that:

I have reviewed this Annual Report on Form 10-K/A of Energy Services of America Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting;

	/s/ Douglas V. Reynolds
Date: February 13, 2017	Douglas V. Reynolds
	President and Chief Executive Officer

EX-31.2 4 t1700100_ex31-2.htm EXHIBIT 31.2

Exhibit 31.2

Certification of Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles P. Crimmel, certify that:

I have reviewed this Annual Report on Form 10-K/A of Energy Services of America Corporation;

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting;

	/s/ Charles P. Crimmel
Date: February 13, 2017	Charles P. Crimmel
	Chief Financial Officer

EX-32 5 t1700100_ex32.htm EXHIBIT 32

Exhibit 32

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Douglas V. Reynolds, President and Chief Executive Officer and Charles P. Crimmel, Chief Financial Officer of Energy Services of America Corporation (the “Company”) each certify in their capacity as officers of the Company that they have reviewed the annual report of the Company on Form 10-K/A for the fiscal year ended September 30, 2016 and that to the best of their knowledge:

the report fully complies with the requirements of Sections 13(a) of the Securities Exchange Act of 1934; and

the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 13, 2017	/s/ Douglas V. Reynolds
	Douglas V. Reynolds
	Chief Executive Officer

Date: February 13, 2017	/s/Charles P. Crimmel
	Charles P. Crimmel
	Chief Financial Officer

The purpose of this statement is solely to comply with Title 18, Chapter 63, Section 1350 of the United States Code, as amended by Section 906 of the Sarbanes-Oxley Act of 2002.

A signed original of this written statement required by Section 906 has been provided to Energy Services of America Corporation and will be retained by Energy Services of America Corporation and furnished to the Securities and Exchange Commission or its staff upon request.