ENERGY SERVICES OF AMERICA CORP Completion of Acquisition or Disposal of Assets, Financial Statements and Exhibits (Form 8-K/A)

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Item 2.01 Completion of Acquisition or Disposal of Assets.

On April 29, 2022, Energy Services of America Corporation (“Energy Services” or the “Company”) has completed the previously announced acquisition of the assets of
Paving and Sealing Tri-State, LLC (“Tri-State Paving” or “Vendor”), a West Virginia company located at Hurricane, West Virginia.

Pursuant to the Asset Purchase Agreement (“Agreement”) signed on April 6, 2022
and modified the April 29, 2022, Tri-State Paving Acquisition Company, Inc.
(“Buyer”), a newly created subsidiary of Energy Services, has acquired substantially all of the assets (including, but not limited to, customer contracts, employees, and equipment) of Three-state tessellation for $7.5 million in cash, a $1.0 million
Promissory Note (“Note”), and $1.0 million in common shares of energy services (“shares”). The $7.5 million in cash was financed by a loan with United Bank, Inc., Huntington, West Virginia. David E. Corns will continue in his role as President of the Company’s new subsidiary.

As part of the Contract, the Buyer has entered into a four-year contract, $1.0 million Note with seller who requires $250,000 installments of the principal no later than the end of each full twelve (12) calendar month period commencing on the date of the note, April 29, 2022. Interest payments due will be calculated on the remaining principal balance and will be at the rate of 3.5%.

In addition, the seller received $1.0 million in Stock pursuant to an exemption under the Securities Act of 1933. Based on the calculation of market value in the Agreement, Three-state tessellation received 419,287 shares of Stock. As an additional consideration, if the stock price is below the requested closing price of $1.50 per share on the date 180 days after the issue, the Company will pay the Seller, in cash, the difference between $1.50 and the market value of each share of Stock. Payment would be made within thirty (30) days of Seller’s written request.

Item 9.01 Financial statements and supporting documents.

(a) Financial statements of acquired businesses.

The audited balance sheets of Three-state tessellation of the December 31, 2021 and 2020, together with the audited statements of income and members’ equity and cash flows for each of the years of the two-year period ended December 31, 2021together with the accompanying notes and independent auditor’s report, are attached hereto as Exhibit 99.1 and incorporated by reference herein.

The unaudited balance sheets of Three-state tessellation of the March 2022 and corresponding unaudited income statements for the three months ended March 31, 2022thereto, are attached hereto as Exhibit 99.2 and incorporated herein by reference.

(b) Pro forma financial information.

The unaudited pro forma combined condensed balance sheet of Energy Services and
Three-state tessellation of the September 30, 2021and the unaudited pro forma condensed combined income statement of Energy Services and Three-state tessellation for the year ended September 30, 2021and the accompanying notes to the unaudited pro forma combined condensed financial information, are attached hereto as Exhibit 99.3 and incorporated herein by reference.

The unaudited pro forma combined condensed balance sheet of Energy Services and
Three-state tessellation of the March 31, 2022and the unaudited pro forma condensed combined income statement of Energy Services and Three-state tessellation for the six months ended March 31, 2022and the accompanying notes to the unaudited pro forma combined condensed financial information, are attached hereto as Exhibit 99.4 and incorporated herein by reference.

The pro forma information presented in connection with the completion of this acquisition should not reflect definitive conclusions regarding the purchase price allocation or other effects. The Company continues to finalize the purchase price allocation. Certain reclassifications have been made in the financial statements of the acquired business to conform to the Company’s presentation format.


 (c) Exhibits.




    Exhibit     Asset Purchase Agreement dated April 6, 2022*
  2.1

    Exhibit     Addendum dated April 29, 2022*
  2.2

    Exhibit     The audited balance sheets of Tri-State Paving as of December 31,
  99.1        2021 and 2020, and the related audited statements of income and
              members' equity, and cash flows for each of the years in
              the two-year period ended December 31, 2021, and the related notes
              and report of the independent auditor thereto.



Exhibit The unaudited balance sheets of Three-state tessellation from March

 99.2           2022 and 2021 and the related unaudited statements of income for
                the three months ended March 31, 2022 and 2021.




   Exhibit     The unaudited pro forma combined condensed balance sheet of Energy
 99.3        Services and Tri-State Paving as of September 30, 2021, and the
             unaudited pro forma combined condensed statement of income of Energy
             Services and Tri-State Paving for the year ended September 30, 2021,
             and the related notes to the unaudited pro forma combined condensed
             financial information.




    Exhibit     The unaudited pro forma combined condensed balance sheet of Energy
  99.4        Services and Tri-State Paving as of March 31, 2022, and the
              unaudited pro forma combined condensed statement of income of Energy
              Services and Tri-State Paving for the six months ended March 31,
              2022, and the related notes to the unaudited pro forma combined
              condensed financial information.

              *Previously filed.









Pursuant to the requirements of the Securities Exchange Act of 1934, the Holder has duly caused this report to be signed on its behalf by the undersigned, duly authorized.


                     ENERGY SERVICES OF AMERICA CORPORATION


DATE:  July 13, 2022 By:   /s/ Charles Crimmel
                           Charles Crimmel
                           Chief Financial Officer

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