ESOA Energy Services of America Corporation

 

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): October 31, 2024

 

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 8.01 Other Events

 

On October 31, 2024, Energy Services of America Corporation (the “Company” or “Energy Services”) announced it has entered into an Asset Purchase Agreement with Tribute Contracting & Consultants, LLC (“Tribute”), an underground utility contractor that primarily specializes in water and wastewater system installations in Ohio, Kentucky, and West Virginia.

 

Under the terms of the agreement, Energy Services’ new subsidiary, Tribute Acquisition Company, will purchase substantially all of the assets of Tribute for $22 million in cash, less any assumed debt and working capital adjustments, and $2.0 million of Energy Services’ common stock. The Company expects the transaction will close in early December.

 

A copy of the press release dated October 31, 2024 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 October 31, 2024

 

104 Cover Page Interactive Data File - the cover page iXBRL tags are 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: October 31, 2024	By:	/s/ Charles Crimmel
		Charles Crimmel
		Chief Financial Officer

 

 

 

Exhibit 99.1

 

ENERGY SERVICES OF AMERICA ANNOUNCES ACQUISITION OF TRIBUTE CONTRACTING & CONSULTANTS

 

Huntington, WV   October 31, 2024- Energy Services of America Corporation (the “Company” or “Energy Services”) (Nasdaq: ESOA),today announced it has entered into an Asset Purchase Agreement with Tribute Contracting & Consultants, LLC (“Tribute”), an underground utility contractor that primarily specializes in water and wastewater system installations in Ohio, Kentucky, and West Virginia.

 

Under the terms of the agreement, Energy Services’ new subsidiary, Tribute Acquisition Company, will purchase substantially all of the assets of Tribute for $22 million in cash, less any assumed debt and working capital adjustments, and $2.0 million of Energy Services’ common stock. The Company expects the transaction will close in early December.

 

Tribute was formed in 2014 by Tom Enyart and Todd Harrah, who will continue in their roles under the new subsidiary. “We are excited to join forces with Energy Services and look forward to new opportunities in the future,” commented Mr. Enyart and Mr. Harrah.

 

“We are excited to add Tribute to the Energy Services team,” Douglas Reynolds, President, commented on the announcement. “This acquisition is consistent with our strategy of buying companies that are familiar to us and further enhances our presence in the water distribution category.”

 

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 1,000+ employees on a regular basis. The Company's core values are safety, quality, and production.

 

Investor Relations:
Steven Hooser
Three Part Advisors, LLC
(214) 872-2710

 

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. 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.

 

 

v3.24.3

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 31, 2024
Entity File Number	001-32998
Entity Registrant Name	Energy Services of America Corporation
Entity Central Index Key	0001357971
Entity Tax Identification Number	20-4606266
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	75 West 3rd Ave.
Entity Address, City or Town	Huntington
Entity Address, State or Province	WV
Entity Address, Postal Zip Code	25701
City Area Code	304
Local Phone Number	522-3868
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, Par Value $0.0001
Trading Symbol	ESOA
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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