UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended September 30, 2016
OR
¨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 3rd 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 | 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¨NOx
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¨NOx
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. YESxNO¨
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). YESxNO¨
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 Companyx |
| (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¨NOx
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.
| 2 |
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. |
| 3 |
| 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.
(c) Not applicable.
| 4 |
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) |
| 5 |
