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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):
February 9, 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 February 9, 2026, Energy
Services of America Corporation issued a press release disclosing its results of operations and financial condition at and for the three
months ended December 31, 2025.
A copy of the press release
dated February 9, 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 February 9, 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: February 9, 2026 |
By:
|
/s/Charles
Crimmel |
| |
|
Charles
Crimmel |
| |
|
Chief
Financial Officer |
Exhibit 99.1
Energy Services of
America Reports First Quarter Fiscal 2026 Results
Records 13.4% Year-over-Year
Revenue Increase and $41.7 Million Increase in Sequential Backlog
HUNTINGTON, W.Va., February 9, 2026 /PRNewswire/ -- Energy Services
of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA), today announced its results for its first
quarter ended December 31, 2025.
First Quarter Highlights (1)
·
Revenue of $114.1 million versus $100.6 million
· Gross profit of $14.0 million versus $10.3 million
· Gross margin improved 210 basis points to 12.3%
· Net income of $2.7 million, or $0.16 per diluted share, compared to $854,000, or $0.05 per diluted share.
· Adjusted EBITDA of $8.3 million compared to $4.3 million
(1) All
comparisons are versus the comparable prior year period, unless otherwise stated.
“We had a very strong start to fiscal 2026, thanks to continued
robust demand within our Gas & Water Distribution segment and growth within our Gas & Petroleum Transmission segment from two
new projects awarded in the quarter,” said Doug Reynolds, President of Energy Services. “We continue to benefit from the very
favorable tailwinds across our business, as evidence by the $42 million sequential increase in our backlog. After an extended period
of reduced activity, the Gas & Petroleum Distribution segment is experiencing an uptick in bid opportunities. Revenue for our Gas
& Water Distribution projects increased 30 percent from the prior-year quarter thanks to the ongoing replacement and upgrade cycle
by municipalities and private utility companies. Revenue for the Electrical, Mechanical and General projects declined slightly on a year-over-year
basis, but backlog increased by $7 million sequentially thanks to strong demand for large construction projects. We have been proactive
in optimizing our workforce for the seasonally slower winter months, and remain optimistic about the prospects of the business, which
should deliver long-term value to our shareholders,” Mr. Reynolds concluded.
First
Quarter Fiscal 2026 Financial Results
Total revenues for the period
were $114.1 million, compared to $100.6 million in the first quarter of fiscal 2025. The increase was primarily driven by increased work
on Gas & Water Distribution and Gas & Petroleum Transmission projects.
Gross profit was $14.0 million,
compared to $10.3 million in the prior-year quarter. Gross margin was 12.3% of revenues, compared to 10.2% of revenues in the first quarter
of fiscal 2025. The decrease is related to sales mix and increased revenue base.
Selling and administrative
expenses were $9.1 million, compared to $8.6 million in the prior-year quarter. The increase is primarily related to a full quarter contribution
of expenses related to the Tribute acquisition that was completed in December of last year.
Net income was $2.7 million,
or $0.16 per diluted share, compared to $854,000 or $0.05 per diluted share in the first quarter of fiscal 2025.
Backlog as of December 31,
2025 was $301.4 million, compared to $259.7 million on September 30, 2025 and $260.2 million as of September 30, 2024.
Below is a comparison of the Company’s operating results for the three
months ended December 31, 2025 and 2024 (unaudited):
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
December 31, 2025 | | |
December 31, 2024 | |
| Revenue | |
$ | 114,112,200 | | |
$ | 100,646,114 | |
| | |
| | | |
| | |
| Cost of revenues | |
| 100,118,408 | | |
| 90,382,532 | |
| | |
| | | |
| | |
| Gross profit | |
| 13,993,792 | | |
| 10,263,582 | |
| | |
| | | |
| | |
| Selling and administrative expenses | |
| 9,081,029 | | |
| 8,618,188 | |
| Income from operations | |
| 4,912,763 | | |
| 1,645,394 | |
| | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | |
| Other nonoperating income (expense) | |
| (102,642 | ) | |
| (48,262 | ) |
| Interest expense | |
| (989,851 | ) | |
| (483,718 | ) |
| Gain on sale of equipment | |
| 18,756 | | |
| 195,782 | |
| | |
| (1,073,737 | ) | |
| (336,198 | ) |
| | |
| | | |
| | |
| Income before income taxes | |
| 3,839,026 | | |
| 1,309,196 | |
| Income tax expense | |
| 1,133,544 | | |
| 455,463 | |
| Net income | |
$ | 2,705,482 | | |
$ | 853,733 | |
| | |
| | | |
| | |
| Weighted average shares outstanding-basic | |
| 16,703,674 | | |
| 16,585,334 | |
| Weighted average shares-diluted | |
| 16,742,867 | | |
| 16,636,561 | |
| | |
| | | |
| | |
| Earnings per share | |
$ | 0.16 | | |
$ | 0.05 | |
| Earnings per share-diluted | |
$ | 0.16 | | |
$ | 0.05 | |
Please refer to the table below that reconciles adjusted EBITDA with
net income (unaudited):
| | |
Three Months Ended | | |
Three Months Ended | |
| | |
December 31, 2025 | | |
December 31, 2024 | |
| Net income | |
$ | 2,705,482 | | |
$ | 853,733 | |
| Add: Income tax expense | |
| 1,133,544 | | |
| 455,463 | |
| Add: Interest expense, net of interest income | |
| 989,851 | | |
| 483,718 | |
| Add Non-operating expense | |
| 102,642 | | |
| 48,262 | |
| Less: gain on sale of equipment | |
| (18,756 | ) | |
| (195,782 | ) |
| Add: Depreciation and intangible asset amortization expense | |
| 3,111,424 | | |
| 2,698,828 | |
| Adjusted EBITDA | |
$ | 8,024,187 | | |
$ | 4,344,222 | |
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 1,500+ 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
