UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
(Exact Name of Registrant as Specified in Its Charter)
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Securities Registered Pursuant to Section 12(b) of the Act:
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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 requirements for the past 90 days. ☒ NO ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ NO ☐.
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”, or an “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
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☒ | Smaller reporting company | ||
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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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO
As of June 11, 2023 there were
Part 1. Financial Information
Item 1. Financial Statements (Unaudited):
Energy Services of America Corporation
Consolidated Balance Sheets
Unaudited
As Restated | ||||||
June 30, | September 30, | |||||
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Assets | ||||||
Current assets |
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Cash and cash equivalents | $ | | $ | | ||
Accounts receivable-trade |
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Allowance for doubtful accounts |
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Retainages receivable |
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Other receivables |
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Contract assets |
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Prepaid expenses and other |
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Total current assets |
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Property, plant and equipment, at cost |
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less accumulated depreciation |
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Total property and equipment, net |
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Right-of-use assets-operating lease | | | ||||
Intangible assets, net | | | ||||
Goodwill | | | ||||
Total assets | $ | | $ | | ||
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Liabilities and shareholders’ equity |
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Current liabilities |
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Current maturities of long-term debt | $ | | $ | | ||
Lines of credit and short-term borrowings |
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Current maturities of operating lease liabilities | | | ||||
Accounts payable |
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Accrued expenses and other current liabilities |
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Contract liabilities |
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Total current liabilities |
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Long-term debt, less current maturities |
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Long-term operating lease liabilities, less current maturities | | | ||||
Deferred tax liability |
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Total liabilities |
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Shareholders’ equity |
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Common stock, $ |
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Treasury stock, |
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Additional paid in capital |
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Retained deficit |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity | $ | | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
1
Energy Services of America Corporation
Consolidated Statements of Income
Unaudited
As Restated | As Restated | |||||||||||
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | ||||||||
June 30, | June 30, | June 30, | June 30, | |||||||||
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| 2023 |
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Revenue | $ | | $ | | $ | | $ | | ||||
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Cost of revenues |
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Gross profit |
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Selling and administrative expenses |
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Income from operations |
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Other income (expense) |
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Interest income |
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Other nonoperating expense |
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Interest expense | ( | ( | ( | ( | ||||||||
Gain on sale of equipment |
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Income before income taxes |
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Income tax expense |
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Net income | $ | | $ | | $ | | $ | | ||||
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Weighted average shares outstanding-basic |
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Weighted average shares-diluted |
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Earnings per share-basic | $ | | $ | | $ | | $ | | ||||
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Earnings per share-diluted | $ | | $ | | $ | | $ | | ||||
The Accompanying Notes are an Integral Part of These Financial Statements
2
Energy Services of America Corporation
Consolidated Statements of Cash Flows
Unaudited
As Restated | ||||||
| Nine Months Ended | Nine Months Ended | ||||
June 30, | June 30, | |||||
| 2023 |
| 2022 | |||
Cash flows from operating activities: |
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Net income | $ | | $ | | ||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Accreted interest on PPP Loans | |
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Depreciation expense |
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Gain on sale of equipment |
| ( |
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Provision for deferred taxes | | | ||||
Amortization of intangible assets | 401,221 | 307,698 | ||||
Accreted interest on notes payable | | | ||||
Increase in accounts receivable |
| ( |
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Increase in retainage receivable | ( | ( | ||||
(Increase) decrease in other receivables | ( | | ||||
Decrease (increase) in contract assets | | ( | ||||
Decrease in prepaid expenses and other |
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(Decrease) increase in accounts payable |
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(Decrease) increase in accrued expenses and other current liabilities |
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Increase in contract liabilities |
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Net cash provided by operating activities |
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Cash flows from investing activities: |
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Investment in property and equipment |
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Proceeds from sales of property and equipment |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Preferred stock redemption | — | ( | ||||
Dividends on common stock | ( | — | ||||
Treasury stock purchased | ( | — | ||||
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 used in financing activities |
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Increase (decrease) in cash and cash equivalents |
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Cash and cash equivalents beginning of period |
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Cash and cash equivalents end of period | $ | | $ | | ||
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Supplemental schedule of noncash investing and financing activities: |
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Purchases of property & equipment under financing agreements | $ | | $ | | ||
Prepaid insurance premiums financed | $ | | $ | | ||
Debt assumed in acquisitions for equipment | $ | — | $ | | ||
Sellers’ note Tri-State Paving acquisition | $ | — | $ | | ||
Note payable to finance Tri-State Paving acquisition | $ | — | $ | | ||
Common stock issued to finance Tri-State Paving acquisition | $ | — | $ | | ||
Par value of common stock issued from preferred stock conversion | $ | — | $ | | ||
Operating lease right-of-use assets acquired in exchange for operating lease liabilities | $ | | $ | | ||
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Supplemental disclosures of cash flows information: |
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Cash paid during the year for: |
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Interest | $ | | $ | | ||
Income taxes | $ | — | $ | | ||
The Accompanying Notes are an Integral Part of These Financial Statements
3
Energy Services of America Corporation
Consolidated Statements of Changes in Shareholders’ Equity
For the three and nine months ended June 30, 2023 and 2022
Unaudited
Total | |||||||||||||||||
Common Stock | Additional Paid | Retained | Treasury | Shareholders’ | |||||||||||||
| Shares |
| Amount |
| in Capital |
| Deficit |
| Stock |
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Balance at September 30, 2022, as restated |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
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Net income, as restated |
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Balance at December 31, 2022, as restated |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Net loss |
| — | — | — | ( | — | ( | ||||||||||
Dividends on common stock ($ | — | — | — | ( | — | ( | |||||||||||
Treasury stock purchased by company | ( | — | ( | — | ( | ( | |||||||||||
Balance at March 31, 2023 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Net income |
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Treasury stock purchased by company |
| ( | — | ( | — | ( | ( | ||||||||||
Balance at June 30, 2023 |
| | $ | | $ | | $ | ( | $ | ( | $ | | |||||
Total | |||||||||||||||||
Common Stock | Additional Paid | Retained | Treasury | Shareholders’ | |||||||||||||
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| Deficit |
| Stock |
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Balance at September 30, 2021, as restated | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
Net income, as restated | — | — | — | | — | | |||||||||||
Preferred share redemption, net of accrued dividends at September 30, 2021 | — | — | ( | — | — | ( | |||||||||||
Preferred share conversion |
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Balance at December 31, 2021, as restated |
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Net loss, as restated | — | — | — | ( | — | ( | |||||||||||
Balance at March 31, 2022, as restated |
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Net income, as restated | — | — | — | | — | | |||||||||||
Shares issued for Tri-State Paving acquisition | | | | — | — | | |||||||||||
Balance at June 30, 2022, as restated | | $ | | $ | | $ | ( | $ | ( | $ | | ||||||
The Accompanying Notes are an Integral Part of These Financial Statements
4
ENERGY SERVICES OF AMERICA CORPORATION
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
1. BUSINESS AND ORGANIZATION
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 and central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power 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.
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. (“NCS”), a wholly owned subsidiary of C.J. Hughes, provides electrical, mechanical, HVAC/R, and fire protection services to customers primarily in the automotive, chemical, and power industries. Revolt Energy, LLC (“Revolt”), a wholly owned subsidiary of NCS, performs residential solar installation projects. Nitro Electric Company, LLC (“Nitro Electric”), a wholly owned subsidiary of NCS, performs industrial electrical work and is a satellite office registered in Michigan. Pinnacle Technical Solutions, Inc. (“Pinnacle”), a wholly owned subsidiary of NCS, operates as a data storage facility within Nitro’s office building. Pinnacle is supported by NCS and has no employees of its own. NCS and its subsidiaries will collectively be referred to “Nitro”.
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.
West Virginia Pipeline, Inc. (“West Virginia Pipeline” or “WVP”), a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. The employees of West Virginia Pipeline are non-union and are managed independently of the Company’s union subsidiaries.
SQP Construction Group, Inc. (“SQP”), a wholly owned subsidiary of Energy Services, 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. The employees of SQP are non-union and are managed independently of the Company’s union subsidiaries.
Tri-State Paving & Sealcoating, Inc. (“TSP” or “Tri-State Paving”), a wholly owned subsidiary of Energy Services, completed the acquisition of substantially all of the assets of Tri-State Paving & Sealcoating, LLC (“Tri-State Paving, LLC”) on April 29, 2022. Tri-State Paving provides utility paving services to water distribution customers in the Charleston, West Virginia, Lexington, Kentucky, and Chattanooga, Tennessee markets. The employees of TSP are non-union and are managed independently of the Company’s union subsidiaries.
Ryan Construction Services Inc. (“Ryan Construction” or “RCS”), a wholly owned subsidiary of Energy Services, formed in August 2022 in connection with the acquisition of substantially all the assets of Ryan Environmental, LLC and Ryan Environmental Transport, LLC (collectively “Ryan Environmental”), provides directional drilling services for broadband service providers along with offering natural gas distribution services, cathodic protection and corrosion prevention services, and civil construction services. Ryan Construction operates primarily in West Virginia and Pennsylvania. The employees of RCS are non-union and are managed independently of the Company’s union subsidiaries.
5
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto for the years ended September 30, 2022, and 2021 included in the Company’s Amendment No. 1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on May 31, 2023. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to the interim financial reporting rules and regulations of the SEC. The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations. The operating results for the three and nine months ended June 30, 2023 and 2022 are not necessarily indicative of the results to be expected for the full year or any other interim period.
Principles of Consolidation
The consolidated financial statements of Energy Services include the accounts of Energy Services, its wholly owned subsidiaries West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving and C.J. Hughes and its subsidiaries. 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, Ryan Construction, Tri-State Paving and C.J. Hughes and its subsidiaries.
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Please refer to Note 2 “Summary of Significant Accounting Policies” of the Consolidated Financial Statements in the Company’s Amendment No. 1 to the Company’s Annual Report on Form 10-K/A for the year ended September 30, 2022 for a more detailed discussion of our significant accounting policies. There were no material changes to these significant accounting policies during the three and nine months ended June 30, 2023.
3. RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS
On May 12, 2023, the audit committee of the Board of Directors of Energy Services, after considering the recommendation of management, concluded: that (a) the Company’s previously issued audited consolidated financial statements for the fiscal years ended September 30, 2022 and 2021 included in the Company’s annual reports on Form 10-K for the fiscal years ended September 30, 2022 and 2021, and (b) the Company’s unaudited consolidated financial statements for the periods ended June 30, 2021, December 31, 2021, March 31, 2022, June 30, 2022 and December 31, 2022 as reported in the Company’s quarterly reports on Form 10-Q for those periods (together, the “Reports”) should no longer be relied upon and have been restated.
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, the Company and its subsidiaries, C.J. Hughes, Contractors Rental, and Nitro, entered into separate PPP notes effective April 7, 2020, with United Bank as the lender (“Lender”) in an aggregate principal amount of $
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During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued financial statements of the Company that were included in the Reports. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender.
Tables for the income statement impact “As previously reported” and “restated” for Paycheck Protection Program loan forgiveness and interest expense for the three and nine months ended June 30, 2022 are below:
Three Months Ended June 30, 2022 | |||||||||
As Previously | |||||||||
| Reported |
| Restated |
| Change | ||||
Interest expense | $ | | $ | | $ | | |||
Net income | |
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Nine Months Ended June 30, 2022 | |||||||||
As Previously | |||||||||
| Reported |
| Restated |
| Change | ||||
Interest expense | $ | | $ | | $ | | |||
Net income |
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A table for the balance sheet impact “As previously reported” and “restated” for Paycheck Protection Program loan forgiveness and interest expense at September 30, 2022 is below:
September 30, 2022 | |||||||||
As Previously | |||||||||
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| Restated |
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Lines of credit and short-term borrowings | $ | | $ | | $ | | |||
Shareholders' equity |
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4. 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:
| ● | Identify the contract |
| ● | Identify performance obligations |
| ● | Determine the transaction price |
| ● | Allocate the transaction price |
| ● | 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; |
| ● | changes in costs of labor and/or materials; |
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| ● | 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, if incurred, are recognized in the consolidated statements of income at the uncompleted performance obligation level for 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.
5. DISAGGREGATION OF REVENUE
The Company disaggregates revenue based on the following lines of service: (1) Gas & Water Distribution, (2) Gas & Petroleum Transmission, and (3) Electrical, Mechanical, & General services and construction. 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 three and nine months ended June 30, 2023 and 2022:
Three Months Ended June 30, 2023 | ||||||||||||
Electrical, | ||||||||||||
| Gas & Water | Gas & Petroleum | Mechanical, and | Total revenue | ||||||||
| Distribution |
| Transmission |
| General |
| from contracts | |||||
Lump sum contracts | $ | — | $ | — | $ | | $ | | ||||
Unit price contracts |
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Cost plus and T&M contracts |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
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Earned over time | $ | | $ | | $ | | $ | | ||||
Earned at point in time |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
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Three Months Ended June 30, 2022 | ||||||||||||
Electrical, | ||||||||||||
| Gas &Water | Gas & Petroleum | Mechanical, and | Total revenue | ||||||||
| Distribution |
| Transmission |
| General |
| from contracts | |||||
Lump sum contracts | $ | — | $ | — | $ | | $ | | ||||
Unit price contracts |
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Cost plus and T&M contracts |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
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Earned over time | $ | | $ | | $ | | $ | | ||||
Earned at point in time |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
Nine Months Ended June 30, 2023 | ||||||||||||
Electrical, | ||||||||||||
Gas & Water | Gas & Petroleum | Mechanical, and | Total revenue | |||||||||
| Distribution |
| Transmission |
| General |
| from contracts | |||||
Lump sum contracts | $ | — | $ | — | $ | | $ | | ||||
Unit price contracts |
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Cost plus and T&M contracts |
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Total revenue from contracts | $ | | $ | | $ | | $ | | ||||
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