Enservco Corp (Form: 8-K, Received: 10/13/2020 16:33:38)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report October 6, 2020

(Date of earliest event reported)

Enservco Corporation

(Exact name of registrant as specified in its charter)

Delaware

001-36335

84-0811316

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification No.)

14133 County Line Road 9½

Denver, Colorado 80504

(Address of principal executive offices) (Zip Code)

(303) 333-3678

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, $0.005 par value

ENSV

New York Stock Exchange - American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. ☐

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Appointment of President

On October 6, 2020, Marjorie Hargrave, Chief Financial Officer of Enservco Corporation (the “Company”), was appointed as the Company’s President, in addition to her position as the Company’s Chief Financial Officer.

Ms. Hargrave, age 56, previously provided consulting services to various companies in the areas of finance, administration, accounting, risk mitigation, human resources, and investor relations from 2016 until joining the Company as Chief Financial Officer in July 2019. Prior to her consulting work, Ms. Hargrave served as Chief Financial Officer and Senior Vice President of Strategic Planning for CTAP, LLC, a privately held distributor of tubing and casing throughout the United States, from 2010 to 2016. Ms. Hargrave also served as Chief Financial Officer of High Sierra Energy, LP, a start-up energy company that focused on midstream acquisitions, from 2005 to 2009. Ms. Hargrave’s previous experience also includes management and associate roles with Black Hills Corporation, Xcel Energy, and Merrill Lynch & Co. Ms. Hargrave earned a bachelor’s degree in economics from Boston University, and a master’s degree in economics from New York University.

Director Resignations

On October 6, 2020, each of Keith J. Behrens and Christopher D. Haymons resigned as a director of the Company. Mr. Behrens is a Managing Director at Stephens, Inc. a financial services firm. Mr. Haymons is co-founder and Partner of Industria Partners, LLC, a strategic advisory and merchant banking firm focused on providing capital, restructuring, and M&A services to energy and industrial companies. The respective resignations of Messrs. Behrens and Haymons as directors of the Company would allow the Company to potentially work with their respective firms without director conflicts of interest. Neither resignation was due to any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.

Item 7.01. Regulation FD Disclosure.

On October 7, 2020, the Company issued a press release announcing, among other things, certain of the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of the press release is included as Exhibit 99.1 to this Form 8-K.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, except as expressly provided by such specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description

99.1		Press Release dated October 7, 2020

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on October 13, 2020.

	Enservco Corporation



	By:	/s/ Richard A. Murphy
		Richard A. Murphy, Executive Chairman

Exhibit 99.1

Enservco Announces Management Promotions Following Refinancing

●

CFO Marjorie Hargrave Elected President

●

Amanda Dalbey Appointed Vice President of Operations

DENVER, CO – October 7, 2020 – Enservco Corporation (NYSE American: ENSV), a diversified national provider of specialized well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced that Chief Financial Officer Marjorie Hargrave has been elected to the additional role of President.

Hargrave, who joined Enservco in mid-2019, is credited with guiding the Company through its recent debt refinancing that resulted in a substantially stronger balance sheet and operation. Under her direction, Enservco reduced its total debt by more than 50%, significantly reduced interest expense and increased stockholders’ equity by approximately $17.5 million. Additionally under her direction, Enservco has reduced annual operating expenses by approximately $4 million, refocused operations on more profitable markets and expanded market penetration.

Hargrave joined Enservco after serving as Chief Financial Officer for two energy companies – CTAP, LLC and High Sierra Energy, LP – both of which enjoyed growth during her tenure. Hargrave holds a Bachelor’s degree in economics from Boston University and a Master’s degree in economics from New York University.

Enservco also announced that Amanda Dalbey has been promoted to Vice President of Operations from her former position as Director of Operations. Dalbey has been with Enservco for nearly 13 years and held positions of increasing responsibility in the finance department before transitioning into operations as a project manager, Director of Operations and now VP of Operations. Dalbey is largely responsible for the improvement in operations and reduction in operating expenses during the year to date.

“We are delighted to announce these two promotions that are well deserved and come at an exciting time for the Company as we approach our upcoming heating season when the Company generates the bulk of its revenue and profitability,” said Executive Chairman Rich Murphy. “Marjorie worked tirelessly on our refinancing effort, with the end result being a much stronger balance sheet and what we believe is a meaningful boost in value for our stockholders. Having begun her professional career with Enservco out of college, Amanda has forged strong working relationships with our field teams across the United States and brings a wealth of institutional knowledge and energy to bear in her new role as VP of Operations.”

About Enservco

Through its various operating subsidiaries, Enservco provides a wide range of oilfield services, including hot oiling, acidizing, frac water heating and related services. The Company has a broad geographic footprint covering seven major domestic oil and gas basins and serves customers in Colorado, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com

Cautionary Note Regarding Forward-Looking Statements

This news release contains information that is "forward-looking" in that it describes events and conditions Enservco reasonably expects to occur in the future. Expectations for the future performance of Enservco are dependent upon a number of factors, and there can be no assurance that Enservco will achieve the results as contemplated herein. Certain statements contained in this release using the terms "may," “intends,” "expects to," and other terms denoting future possibilities, are forward-looking statements. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks, which are beyond Enservco's ability to predict, or control and which may cause actual results to differ materially from the projections or estimates contained herein. Among these risks are those set forth in Enservco’s annual report on Form 10-K for the year ended December 31, 2019, and subsequently filed documents with the SEC. Forward looking statements in this news release that are subject to risk include the potential the ability of Enservco to generate the bulk of its revenue and profitability in the upcoming heating season, the potential for the refinancing to result in a boost in value for shareholders, and the ability to raise additional equity as needed. It is important that each person reviewing this release understand the significant risks attendant to the operations of Enservco. Enservco disclaims any obligation to update any forward-looking statement made herein, except as required by law.

Contacts:

Jay Pfeiffer

Pfeiffer High Investor Relations, Inc.

Phone: 303-880-9000

Email: jay@pfeifferhigh.com

Marjorie Hargrave

Chief Financial Officer

Enservco Corporation

mhargrave@enservco.com