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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
May 11, 2026
Energy Services of America Corporation
(Exact Name of Registrant as Specified in its Charter)
| Delaware |
001-32998 |
20-4606266 |
(State or other Jurisdiction
of
Incorporation) |
(Commission
File Number) |
(I.R.S. Employer
Identification No.) |
| 75
West 3rd Ave., Huntington,
West Virginia |
25701 |
| (Address of Principal Executive Offices) |
(Zip Code) |
| Registrant’s telephone number, including area code: |
(304) 522-3868 |
|
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
Ticker symbol(s) |
Name of each exchange on which registered |
| Common Stock, Par Value $0.0001 |
ESOA |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations
On May 11, 2026, Energy
Services of America Corporation issued a press release disclosing its results of operations and financial condition at and for the three
and six months ended March 31, 2026.
A copy of the press release
dated May 11, 2026, is included as Exhibit 99.1 to this report and is being furnished to the SEC and shall not be deemed filed
for any purpose.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Press Release dated May 11, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| |
ENERGY SERVICES OF AMERICA CORPORATION |
| |
|
| DATE: May 11, 2026 |
By: |
/s/
Charles Crimmel |
| |
|
Charles Crimmel |
| |
|
Chief Financial Officer |
Exhibit 99.1
Energy Services of
America Reports Second Quarter Fiscal 2026 Results
Records 21.5% Year-over-Year
Revenue Increase and $23.6 Million Increase in Sequential Backlog
HUNTINGTON, W.Va., May 11, 2026 /PRNewswire/ -- Energy Services of
America Corporation (the "Company" or "Energy Services") (Nasdaq: ESOA), today announced its results for its second
quarter ended March 31, 2026.
Second Quarter Highlights (1)
| · | Revenue
of $93.2 million versus $ 76.7 million |
| · | Gross
profit of $10.2 million versus $78,000 |
| · | Gross
margin of 11.0% compared to 0.1% |
| · | Net income of $216,000, or $0.01 per diluted share, compared to net loss
of $6.8 million, or ($0.41) per share. |
| · | Adjusted
EBITDA of $4.7 million compared to ($4.9 million) |
| · | Completed
2,001,000 share equity offering, generating net proceeds of $21.2 million |
(1) All
comparisons are versus the comparable prior year period, unless otherwise stated.
"The momentum from our strong start to fiscal 2026 carried into
the second quarter, resulting in our first profitable fiscal second quarter in 17 years as an operating company," said Doug Reynolds,
President of Energy Services. “The quarter benefited from the combination of continued demand across all of our business segments
and more favorable weather versus the prior year, which allowed many projects this year to begin on time or ahead of schedule.”
“Revenue from our Gas & Petroleum Distribution more than
doubled from the prior-year quarter thanks to new projects awarded in the first quarter and increased activity levels drove double-digit
revenue growth for our Gas & Water Distribution and Electrical, Mechanical and General segments. Our backlog increased more than $23
million sequentially, keeping us well-positioned as we enter the seasonally stronger quarters,” Mr. Reynolds concluded.
Second
Quarter Fiscal 2026 Financial Results
Total revenues for the period
were $93.2 million, compared to $76.7 million in the second quarter of fiscal 2025. The increase was primarily driven by increased work
across all segments, particularly Gas & Petroleum Transmission.
Gross profit was $10.2 million,
compared to $78,000 in the prior-year quarter. Gross margin was 11.0% of revenues, compared to 0.1% of revenues in the second quarter
of fiscal 2025. The increase is related to greater fixed cost leverage from the increased revenue base and more favorable sales mix.
Selling and administrative
expenses were $9.2 million, compared to $8.2 million in the prior-year quarter. The increase is primarily related to higher labor expenses
related to the Company’s growth.
Net income was $216,000, or
$0.01 per diluted share, compared to a net loss of $6.8 million or ($0.41) per share in the second quarter of fiscal 2025.
Backlog as of March 31, 2026
was $325.1 million, compared to $301.7 million on December 31, 2025 and $280.7 million as of March 31, 2025.
Below is a comparison of the Company's operating results for the three
and six months ended March 31, 2026 and 2025 (unaudited):
| | |
Three Months Ended | | |
Three Months Ended | | |
Six Months Ended | | |
Six Months Ended | |
| | |
March 31, | | |
March 31, | | |
March 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Revenue | |
$ | 93,173,442 | | |
$ | 76,679,151 | | |
$ | 207,285,642 | | |
$ | 177,325,265 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of revenues | |
| 82,941,106 | | |
| 76,601,291 | | |
| 183,059,514 | | |
| 166,983,823 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 10,232,336 | | |
| 77,860 | | |
| 24,226,128 | | |
| 10,341,442 | |
| | |
| | | |
| | | |
| | | |
| | |
| Selling and administrative expenses | |
| 9,173,925 | | |
| 8,170,087 | | |
| 18,254,952 | | |
| 16,787,708 | |
| Income (loss) from operations | |
| 1,058,411 | | |
| (8,092,227 | ) | |
| 5,971,176 | | |
| (6,446,266 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other (expense) income | |
| | | |
| | | |
| | | |
| | |
| Other nonoperating expense | |
| (94,224 | ) | |
| (20,616 | ) | |
| (196,865 | ) | |
| (68,878 | ) |
| Interest expense | |
| (621,835 | ) | |
| (875,770 | ) | |
| (1,611,686 | ) | |
| (1,359,488 | ) |
| Gain (loss) on sale of equipment | |
| 69,993 | | |
| (16,540 | ) | |
| 88,749 | | |
| 179,242 | |
| | |
| (646,066 | ) | |
| (912,926 | ) | |
| (1,719,802 | ) | |
| (1,249,124 | ) |
| Income (loss) before income taxes | |
| 412,345 | | |
| (9,005,153 | ) | |
| 4,251,374 | | |
| (7,695,390 | ) |
| Income tax expense (benefit) | |
| 196,797 | | |
| (2,206,735 | ) | |
| 1,330,345 | | |
| (1,750,705 | ) |
| Net income (loss) | |
$ | 215,548 | | |
$ | (6,798,418 | ) | |
$ | 2,921,029 | | |
$ | (5,944,685 | ) |
| Weighted average shares outstanding-basic | |
| 17,526,126 | | |
| 16,716,809 | | |
| 17,110,381 | | |
| 16,630,245 | |
| Weighted average shares-diluted | |
| 17,568,110 | | |
| 16,716,809 | | |
| 17,150,954 | | |
| 16,630,245 | |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share-basic | |
$ | 0.01 | | |
$ | (0.41 | ) | |
$ | 0.17 | | |
$ | (0.36 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Earnings per share-diluted | |
$ | 0.01 | | |
$ | (0.41 | ) | |
$ | 0.17 | | |
$ | (0.36 | ) |
Please refer to the table below that reconciles adjusted EBITDA with
net income (loss) (unaudited):
| | |
Three Months Ended | | |
Three Months Ended | | |
Six Months Ended | | |
Six Months Ended | |
| | |
March 31, | | |
March 31, | | |
March 31, | | |
March 31, | |
| | |
2026 | | |
2025 | | |
2026 | | |
2025 | |
| Net income (loss) | |
$ | 215,548 | | |
$ | (6,798,418 | ) | |
$ | 2,921,029 | | |
$ | (5,944,685 | ) |
| Add (less): Income tax expense (benefit) | |
| 196,797 | | |
| (2,206,735 | ) | |
| 1,330,345 | | |
| (1,750,705 | ) |
| Add: Interest expense, net of interest income | |
| 621,835 | | |
| 875,770 | | |
| 1,611,686 | | |
| 1,359,488 | |
| Add: Non-operating expense | |
| 94,224 | | |
| 20,616 | | |
| 196,865 | | |
| 68,878 | |
| (Less) add: Gain (less) on sale of equipment | |
| (69,993 | ) | |
| 16,540 | | |
| (88,749 | ) | |
| (179,242 | ) |
| Add: Depreciation and intangible asset amortization expense | |
| 3,656,461 | | |
| 3,182,462 | | |
| 7,415,111 | | |
| 5,881,290 | |
| Adjusted EBITDA | |
$ | 4,714,872 | | |
$ | (4,909,765 | ) | |
$ | 13,386,287 | | |
$ | (564,976 | ) |
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with U.S.
generally accepted accounting principles (GAAP), this press release contains certain non-GAAP financial measures. The reconciliations
of these non-GAAP financial measures to the most directly comparable GAAP measures and other information relating to these measures are
included herein. We include these measurements to enhance the understanding of our operating performance. We believe that Adjusted EBITDA
as presented herein, considered along with net income (loss), is a relevant indicator of trends relating to the cash generating activity
of our operations. We believe that excluding the costs herein provides a consistent comparison of the cash-generating activity of our
operations. We believe that Adjusted EBITDA is useful to investors as they facilitate a comparison of our operating performance to other
companies who also use Adjusted EBITDA as supplemental operating measures. Non-GAAP financial measures have limitations as analytical
tools and should not be considered in isolation or as a substitute for our financial results prepared in accordance with GAAP.
About Energy Services
Energy Services of America Corporation (NASDAQ: ESOA), headquartered
in Huntington, WV, is a contractor and service company that operates primarily in the mid-Atlantic and Central regions of the United States
and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. Energy
Services employs 1,400+ employees on a regular basis. The Company's core values are safety, quality, and production.
Certain statements contained in the release including, without limitation,
the words "believes," "anticipates," "intends," "expects" or words of similar import, constitute
"forward-looking statements" within the meaning of section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual
results, performance, or achievements of the Company to be materially different from any future results, performance or achievements of
the Company expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business
conditions, changes in business strategy or development plans, the integration of acquired business and other factors referenced in this
release, risks and uncertainties related to the restatement of certain of our historical consolidated financial statements. Given these
uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements. The Company disclaims
any obligation to update any such factors or to publicly announce the results of any revisions to any of the forward-looking statements
contained herein to reflect future events or developments.
Contact
Steven Hooser or John Beisler
Three Part Advisors
shooser@threepa.com; jbeisler@threepa.com
(214) 872-2710