Business Context and Reporting Period
Company: Energy Services of America Corporation (ESOA)
Filing Type: Form 8-K (Current Report)
Date of Report: December 2, 2024
Event: Completion of the acquisition of assets of Tribute Contracting & Consultants, LLC ("Tribute").
Key Financial Metrics and Transaction Details
This filing reports a specific acquisition transaction rather than periodic financial performance metrics (e.g., revenue, profit, or cash flow for a fiscal period). The filing text does not provide a clear value for the company's overall revenue, profit, margins, or total debt levels outside of this transaction.
| Metric | Value |
|---|---|
| Total Consideration | $24.0 million ($22.0 million cash + $2.0 million stock) |
| Cash Consideration | $22.0 million (subject to working capital adjustment) |
| Stock Consideration | $2.0 million (67,386 shares per seller) |
| Debt Financing | $16.0 million loan from United Bank, West Virginia |
| Company Cash Contribution | $6.0 million (remainder of cash consideration) |
Material Changes
- Asset Acquisition: The Company acquired substantially all assets of Tribute, an underground utility contractor specializing in water and wastewater systems in Ohio, Kentucky, and West Virginia.
- Workforce Expansion: The acquisition includes approximately 90 construction workers.
- Management Continuity: Sellers Todd Harrah and Tommy Enyart will continue employment with the new subsidiary.
- Liquidity Impact: The transaction increased debt by $16.0 million and utilized $6.0 million of existing cash.
Guidance, Outlook, and Risks
The filing does not contain updated financial guidance, forward-looking outlook statements, or specific risk factors beyond the standard disclosure of the acquisition completion. The transaction was funded through a mix of new debt and existing cash reserves.
Investor Verification Checklist
- Verify the final purchase price after the working capital adjustment is calculated.
- Confirm the impact of the $16.0 million new loan on the company's debt covenants and leverage ratios.
- Review the integration plan for the 90 new employees and the specific customer contracts acquired.
- Check subsequent filings for the dilution impact of the 134,772 shares issued to the sellers.