UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

(Amendment No. 1)

 

x ANNUAL 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 ¨ NO x

 

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 ¨ NO x

 

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. YES x NO ¨

 

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). YES x NO ¨

 

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 Company x
	(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 ¨ NO x

 

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.

 

 

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.

 

 

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.

 

 

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)