8-K

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:

April 29, 2013

ENSERVCO CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-9494	84-0811316
State of	Commission File	IRS Employer
Incorporation	Number	Idenficiation No.

501 South Cherry St., Ste. 320

Denver, CO 80246

Address of principal executive offices

303-333-3678

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

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

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

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

Item 2.02 Results of Operations and Financial Condition.

On May 2, 2013, Enservco Corporation issued a press release entitled “ENSERVCO’s First Quarter Revenue Improves 95% to $18.6 Million Driving Tenfold Increase in Income from Continuing Operations; Adjusted EBITDA* Increases 251% to $7.3 Million.”  A copy of the original press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Except as set forth below, this information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment of Director

On April 29, 2013, Enservco Corporation’s (the “Company”) Board of Directors expanded the Board to five persons and appointed Steven P. Oppenheim as a director to fill the resulting vacancy. In order to align Mr. Oppenheim’s interests with those of the Company and its stockholders, the Directors approved the issuance of options to purchase 200,000 shares of the Company’s common stock under the Company’s 2010 Stock Incentive Plan. The options vest immediately, are exercisable at $1.27 per share, and expire on April 29, 2018. Inasmuch as the Board of Directors has not constituted any Board committees, Mr. Oppenheim will not serve on any at the present time.

Mr. Oppenheim, age 66, has 40 years of accounting, securities, tax and finance experience. He served as an independent member of the Board of Directors of Sunair Services Corporation (AMEX SNR) from January 2004 to mid-December 2009 at which time SNR’s business was sold to a private competitor and SNR’s entire Board ceased to serve. He served on SNR’s Audit Committee during his term as a director and interacted with SEC counsel and outside accountants relating to 1933 Act and Exchange Act filings and compliance, acquisitions and divestitures. Mr. Oppenheim also served as Chairs of SNR’s Compensation Committee and Nominating Committee from 2006 to mid-December 2009, handling stock option grants, employee plans and executive compensation, and with nominating process of new directors and director independence review. SNR operated a global telecommunications division and a Florida statewide lawn-pest control division.

Mr. Oppenheim obtained both his Juris Doctor and Bachelor of Business Administration -Accounting Degrees from the University of Miami, emphasizing accounting, finance, tax and securities. He currently works as a corporate officer of three separate private business enterprises and has done so for the past 15 years. These businesses include a high-end European men-women fashion stores in the United States and Canada, a company involved with dinner theater entertainment with children-parent interactive themed adventure and variety shows in Florida and California, and a digital media-advertising provider in Latin America. In each of these cases Mr. Oppenheim is involved with ongoing work in accounting and financial statements, and employee compensation and benefits, and he interacts with outside counsel and accountants.

Mr. Oppenheim previously served as Tax Supervisor at Coopers & Lybrand CPA firm, with audit and tax staff for accounting systems, audit work papers, financial statements and tax matters. Also more than 25 years ago, he represented a private oil refinery and independent oil dealer, reviewed oil and gas private placement ventures, and served as personal advisor to a former President of Texaco Inc. He is not a director of any other public companies.

Appointment of Chief Financial Officer

On April 29, 2013, the Company’s Board of Directors appointed Robert J. Devers as the Company’s Treasurer and Chief Financial Officer (the “CFO”). This appointment allows the Company’s president, Rick Kasch, who was CFO prior to Mr. Devers’ appointment, to focus on other areas of the Company’s business. Mr. Devers has significant experience with financial operations of public companies, and the Directors believe that he will provide valuable contributions to the Company. In order to further align Mr. Devers’ interests with those of the Company and its stockholders, the Directors approved an employment agreement with Mr. Devers with an annual salary of $150,000 and an option to purchase 150,000 shares of the Company’s common stock issued under the Company’s 2010 Stock Incentive Plan, with one-third (50,000 shares) vesting on each anniversary date until April 29, 2016, at an exercise price of $1.27 per share. The options expire on April 29, 2018. The employment is an annual employment agreement that renews automatically unless either party provides not less than 60 days’ notice of non-renewal.

Mr. Devers, age 50, is a Certified Public Accountant in the State of Colorado and has more than 20 years of financial management experience. Prior to joining the Company, Mr. Devers spent the last two years as an independent consultant providing finance and accounting services to public companies in the mining and beverage distribution sectors. From June 2007 to April 2011, Mr. Devers served as Chief Financial Officer of Silver Bull Resources, a mineral exploration company that was listed on both the NYSE MKT and TSX. Additionally, Mr. Devers served as Senior Director – Financial Analysis and Internal Audit of The Broe Companies Inc., a large privately held international company in the Denver area with investments in real estate, transportation, mining, and oil and gas exploration. He has also served as a corporate officer and financial executive for several other privately-held and publicly traded companies.

Earlier in his career, Mr. Devers spent three years in public accounting with a regional firm that specialized in publicly held oil and gas exploration and production companies. Mr. Devers received a Bachelor of Arts degree in Accounting from Western State College.

Item 8.01 Other Events

On April 29, 2013, Enservco Corporation issued a press release announcing the appointment of Mr. Devers as CFO and Mr. Oppenheim to the Board of Directors. See Exhibit 99.1.

On May 2, 2013, Enservco Corporation issued a press release announcing its first quarter revenue, income from operations, and EBITDA. See Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits
10.01	Employment agreement with Robert Devers
99.1	Press Release dated April 29, 2013
99.2	Press Release dated May 2, 2013

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of May 2013.

Enservco Corporation

By: /s/ Rick D. Kasch

Rick D. Kasch, President

EX-10.01

Exhibit 10.01 

ENSERVCO CORPORATION

EMPLOYMENT AGREEMENT

This Employment Agreement (this “Agreement”), effective April 29, 2013, is by and between the following parties:

Company:

Enservco Corporation, a Delaware corporation, and

Executive:

Robert Devers, an individual resident of the state of Colorado.

Background

A. In order to induce Executive to serve as the Treasurer and Chief Financial Officer, the Company desires to provide Executive with compensation and other benefits on the terms and conditions contained in this Agreement.

B. Executive is willing to accept such employment and perform services for the Company on the terms and conditions contained in this Agreement.

Agreement

In consideration of the mutual promises and consideration described below, the parties agree as follows:

1.

Employment. Subject to the terms and conditions of this Agreement, the Company and Executive agree to enter into an employment relationship whereby Executive will serve as the Company’s Treasurer and Chief Financial Officer. Executive will report to the Company’s President. Executive will have such responsibilities and authority as are consistent with the offices of Treasurer and Chief Financial Officer and as may be determined from time to time by the Company’s President.

2.

Term of Employment. Executive’s term of employment under this Agreement will commence on April 29, 2013 and continue until May 1, 2014 and on a year-to-year basis thereafter ending each May 1st thereafter (the “Term”), unless: (i) the Company provides the Executive with a notice of non-renewal not less than 60 days before the last day of the then-current Term (as then effective); or (ii) this Agreement is otherwise terminated as described in Section 5 below.

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3. Compensation.

a.	Base Salary. The Company will pay Executive during the Term an annual base salary in the amount of $150,000.00 (“Base Salary”). Base Salary will be payable in accordance with the ordinary payroll practices of the Company.
b.	Bonus. Executive will be eligible each year for a discretionary bonus in addition to Executive’s Base Salary, which will be awarded in such amounts as the Company’s Board of Directors will determine and based upon Executive’s individual performance and the Company’s financial performance as the Board of Directors, in its sole discretion, may determine.
c.	Options. Subject to and in accordance with the Company’s 2010 Stock Incentive Plan (and provided the Executive executes and returns to the Company a stock option agreement in appropriate form on or before May 8, 2013), the Company will grant to Executive an option to acquire 150,000 shares of Company common stock. The option will expire on April 29, 2018. The option to acquire the following number of shares will vest pursuant to the following schedule and will be eligible for a cashless exercise:

(i)	50,000 shares on April 29, 2014;
(ii)	50,000 shares on April 29, 2015; and
(iii)	50,000 shares on April 29, 2016

	d.	Withholding. All payments to Executive under this Agreement will be subject to withholding as required by law.
4.	Employee Benefits
	a.	Benefit Plans. During the Term, the Company will provide Executive with coverage under all employee benefit plans available to the Company’s senior executives to the extent permitted under any such employee benefit plan and in accordance with the terms thereof.
	b.	Vacation. During the term of Executive’s employment under this Agreement, Executive will be entitled to take twenty (20) days of paid vacation per calendar year as well as sick leave consistent with the Company’s policy in effect at the time. Vacation will be taken at times mutually satisfactory to the President and the Executive. Executive will not take vacations at times or in amounts that would materially affect
	c.	Expenses. Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement. The Company will reimburse Executive for such expenses upon presentation by Executive from time to time of appropriately itemized and approved accounts of such expenditures consistent with the Company’s policies and practices. These expenses can include up to $5,000 per year of reimbursement for costs related to maintaining Executive’s CPA license on an active basis. In addition, as reimbursement of work related expenses, Executive will receive a monthly auto allowance of $1,000.

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5.	Termination of Employment.
	a.	Termination Without Cause. If Executive’s employment is terminated by the Company (other than for Cause) on or before July 31, 2013, Executive will be entitled to Base Salary for three months as full and complete severance pay. If Executive’s employment is terminated thereafter by the Company (other than for Cause), Executive will be entitled to all accrued and unpaid Base Salary, bonus payments as applicable if agreed to in writing by the Company, and accrued benefits through the date of termination plus he will be entitled to receive the following severance benefits:

(i) Executive will be entitled to his remaining Base Salary through the Term, and

(ii) Company will provide Executive with the same or similar health care benefits (including life, dental and vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided through the Term.

Upon termination of Executive’s employment without cause, except for the obligations set forth in this subsection a., the obligations of the Company to make any further payments or to provide any further benefits to Executive under this Agreement will cease and terminate.

b.

Termination By Resignation. Except as set forth below, if Executive resigns for any reason, Executive will be entitled to receive only accrued but unpaid Base Salary, bonus payments as applicable if agreed to in writing by the Company, and accrued benefits (including vested options pursuant to subsection 3.c. above) through the effective date Executive’s resignation.

c.

Termination For Cause. The Company will have the right to terminate the employment of Executive for Cause. In the event that Executive’s employment is terminated by the Company for Cause, Executive will be entitled to receive only accrued but unpaid Base Salary and accrued benefits through the date of termination. Executive will not be entitled to any bonus payments or severance payments unless agreed to in writing by the Company. Upon termination of Executive’s employment for Cause, except as set forth in this subsection c., the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate. As used in this Agreement, the term “Cause” means as a result of (i) any breach of any written policy of the Company; (ii) conduct involving moral turpitude, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) Executive’s conviction of, or entry of a plea of nolo contendere to, a felony; and (iv) a material breach of this Agreement.

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d.

Permanent Disability. If Executive is unable to engage in the activities required by Executive’s job by reason of any medically determined physical or mental impairment which has lasted or can be expected to last for a continuous period of not less than three consecutive months (“Permanent Disability”), the Company or Executive may terminate Executive’s employment on written notice thereof, and Executive will receive accrued but unpaid Base Salary, bonus payments as applicable if agreed to in writing by the Company, and accrued benefits (including vested options pursuant to subsection 3.c. above) through the date of termination and/or any payments under applicable employee benefit plans or programs. Upon termination of Executive’s employment by Permanent Disability, except as set forth in this subsection d., the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate.

e.

Death. In the event of Executive’s death during the Term, Executive’s estate or designated beneficiaries will receive or commence receiving, as soon as practicable, accrued but unpaid Base Salary, bonus payments as applicable if agreed to in writing by the Company, through the date of death and any payments under applicable employee benefit plans or programs (including vested options pursuant to subsection 3.c. above). Upon termination of Executive’s employment by death, except as set forth in this subsection e., the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive will cease and terminate.

6. Nondisclosure of Confidential Information. During Executive’s employment, and for a period of two years thereafter, Executive will not, directly or indirectly, without the prior written consent of the President, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or any of its subsidiaries or affiliates, except (a) while employed by the Company, in the business of and for the benefit of the Company, or (b) as required by law. “Confidential Information” includes without limitation non-public information concerning the financial data, business plans, product development (or other proprietary product data), customer and vendor lists, trade secrets, pricing, marketing, acquisition and divestiture plans and other non-public, proprietary and confidential information of the Company. Executive or his legal representatives, heirs or designated beneficiaries must return all Confidential Information within 15 days of the termination of Executive’s employment for any reason. Executive acknowledges that this Section 6 survives the expiration of the Term or any earlier termination of Executive’s employment and is enforceable by the Company at any time, regardless of whether the Executive continues to be employed by the Company.

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7.	Non-Competition and Non-Solicitation.
	a.	From the date hereof through the expiration of the Term or, in the event Executive’s employment is earlier terminated pursuant to Section 5.b and Section 5.c. hereof, from the date hereof through the first anniversary of Executive’s termination of employment with the Company, Executive agrees that, without the prior written consent of the Chief Executive Officer or President, he will not, directly or indirectly, (i) engage in or have any direct interest in, as an employee, officer, director, agent, subcontractor, consultant, security holder, partner, creditor or otherwise, any business in competition with the Company; (ii) cause or attempt to cause any person who is, or was at any time during the six months immediately preceding the time of the solicitation or hiring of Executive, an employee of the Company to leave the employment of the Company; or (iii) solicit, divert or take away, or attempt to take away, the business or patronage of any client, customer or account, or prospective client, customer or account, of the Company
	b.	For purposes of this Section 7, a business will be deemed to be in competition with the Company if it is in the business of providing services to oil and/or gas production companies that are similar to services offered by the Company at the time of termination or other business operations that the Company may at any time engage in during his employment.
	c.	Executive acknowledges that this Section 7 survives the expiration of the Term or earlier termination of Executive’s employment and is enforceable by the Company at any time, regardless of whether the Executive continues to be employed by the Company. Executive further acknowledges that the compensation and benefits to be paid to him under this Agreement shall be deemed additional and adequate consideration for enforcement of this Section 7.
	d.	Executive and the Company agree that this covenant not to compete is a reasonable covenant under the circumstances with respect to both scope and duration, and further agree that if in the opinion of any court of competent jurisdiction such restraint is not reasonable in any respect, such court will have the right, power and authority to excise or modify such provision or provisions of this covenant as to the court will appear not reasonable and to enforce the remainder of the covenant as so amended.
	e.	Executive agrees that any breach of the covenants contained in this Section 7 would irreparably injure the Company. Accordingly, Executive agrees that the Company may, in addition to pursuing any other remedies it may have in equity, obtain an injunction, without the posting of any bond or other security, against Executive from any court having jurisdiction over the matter restraining any further violation of this Agreement by Executive and cease making any payments otherwise required by this Agreement. The prevailing party in any litigation under this Section 7(e) shall recover its attorneys fees and costs from the other party.

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	f.	Ownership of Intellectual Property. Executive acknowledges and agrees that all intellectual property created, acquired, adapted, modified or improved, in whole or in part, by or through the efforts of Executive during the course of his employment by the Company, including without limitation all copyrights, patents, trademarks, service marks, trade secrets, know-how or other work product in any way related to the Company’s operations and activities, are works for hire and are owned exclusively by the Company, and Executive hereby disclaims any right or interest in or to any such intellectual property.
8.	Miscellaneous.
	a.	All notices and other communications required or to be given under this Agreement will be in writing and given either (i) by personal delivery (including a reputable courier) against a receipted copy, (ii) by certified or registered United States mail, return receipt requested, postage prepaid, (iii) by facsimile, or (iv) by attachment to electronic mail in PDF or similar file format, at such addresses and numbers as a party hereto may provide in accordance with this subsection a. Notice will be deemed delivered when received if by personal delivery; three days after placement with the United States Postal Service if mailed; upon receipt of a confirmation that the transmission has been successfully sent if by facsimile; and when sent if sent by electronic mail.
	b.	This Agreement, along with any amendments from time to time made hereto, constitutes the full, entire and integrated agreement between the parties hereto with respect to the subject matter hereof.
	c.	This Agreement will be binding upon and inure to the benefit of the Executive and the heirs and representatives of Executive and the Company and the legal representatives, assigns and successors of the Company, but neither this Agreement nor any rights or obligations hereunder will be assignable by Executive (except by will or by operation of the laws of intestate succession) or by the Company, except that the Company may assign this Agreement to any successor (whether by merger, purchase or otherwise) to all or substantially all of the stock, assets or businesses of the Company, if such successor expressly agrees to assume the obligations of the Company hereunder.
	d.	Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any clause or provision of this Agreement is held illegal, invalid or unenforceable then it is the intention of the parties hereto that the remainder of this Agreement will not be affected thereby. It is also the intention of the parties to this Agreement that in lieu of each clause or provision of this Agreement that is illegal, invalid or unenforceable, there be added, as a part of this Agreement, a clause or provision as similar in terms to such illegal, invalid or unenforceable clause or provision as may be legal, valid and enforceable.

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e.	The respective rights and obligations of the parties hereunder will survive the expiration of the Term or any earlier termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this subsection e. are in addition to the survivorship provisions of any other section of this Agreement.
f.	No provision of this Agreement may be amended, waived or otherwise modified without the prior written consent of all of the parties hereto.
g.	The waiver by any party hereto of a breach of any provision or condition contained in this Agreement will not operate or be construed as a waiver of any prior or subsequent breach or of any other conditions hereof.
h.	This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will be deemed to be one and the same instrument.
i.	This Agreement was made in the state of Colorado, and will be governed by, construed, interpreted and enforced in accordance with the laws of the state of Colorado, without regard to any conflict of law principles. In the event of any dispute arising out of this Agreement, the parties shall attempt to resolve the dispute in good faith within ten days of notice by one party to the other party, otherwise, if the dispute is not so resolved then either party may litigate the dispute and venue shall be the federal or state courts situated in Denver County, Colorado.

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Signature Page
to Employment Agreement

The parties hereto have executed or caused to be executed this Employment Agreement effective as of the date first above written.

Company:

Enservco Corporation, a Delaware corporation

By: /s/ Rick D. Kasch

Rick D. Kasch, President

Executive:

/s/ Robert Devers

Robert Devers

EX-99.1

Exhibit 99.1

ENSERVCO Names Robert Devers as Chief Financial Officer; Steve Oppenheim Appointed to Board of Directors

DENVER, CO--(Marketwire - April 29, 2013) - ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced Robert Devers has been appointed chief financial officer. In addition, ENSERVCO's board of directors has appointed Steve Oppenheim as an independent director, expanding the board to five members.

Devers joins ENSERVCO with more than 20 years of financial management experience for both publicly traded and private companies in an array of industries, including the natural resource sector. He most recently was an independent consultant to public companies in the mining and beverage distribution industries. From 2007 to 2011 he served as chief financial officer of Silver Bull Resources, a mineral exploration company traded on both the NYSE MKT and TSX exchanges.

A certified public accountant, Devers also served as senior director of financial analysis and internal audit of The Broe Companies Inc., a multi-billion dollar international holding company with investments in real estate, transportation, mining, and oil and gas exploration. In addition to work as a corporate officer and financial executive with several other publicly traded and privately-held companies, Devers spent three years with a regional public accounting firm that specialized in publicly held oil and gas exploration and production companies. Devers earned a bachelor of arts degree in accounting from Western State College.

Devers, 50, assumes the CFO role from Rick Kasch, who has been serving dual roles as both president and CFO since July 2011. Kasch will continue in his role as president.

"Our rapid financial and operational growth necessitates that we also expand the breadth of our executive management team," Kasch said. "Bob brings a wealth of financial management experience and industry knowledge to the CFO position, and we look forward to his contributions as we work to further expand our presence in the domestic oilfield services industry."

Oppenheim, 66, joins the ENSERVCO board with 40 years of accounting, securities, tax and finance experience. He has served as a director of several publicly traded and private companies, including SUNAIR, where he spent five years as an independent director and chaired both the compensation and nominating committees, and was a working member of the audit committee. He is currently a director on the boards of Orlando Dinner Entertainment, Inc. and IMS Internet Media Services, Inc.

Oppenheim also provides corporate secretary services to three private U.S. businesses, and is involved in financial, legal and human resource operations for each enterprise. He previously has represented a privately-owned oil refiner and independent oil dealer, and served as the personal advisor to a former President of Texaco Inc.

Mike Herman, chairman and CEO of ENSERVCO, said, "Steve's financial background and extensive experience as a corporate director will prove valuable assets to our board. We plan to leverage his expertise as we pursue our long-range strategic objectives and address the complexities associated with our rapid growth."

Oppenheim holds a juris doctorate degree from the University of Miami School of Law with an emphasis in securities regulation, finance, and taxation; and a bachelor of business administration in accounting from the University of Miami School of Business.

About ENSERVCO
Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, 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," "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 a Form 10-K filed on March 28, 2013. 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.

Contacts
Pfeiffer High Investor Relations, Inc.
Geoff High
Phone 303-393-7044
Email: geoff@pfeifferhigh.com
Web: www.pfeifferhigh.com

MZ Group
Derek Gradwell
SVP, Natural Resources
Phone: 949-259-4995
Email: dgradwell@mzgroup.us
Web: www.mzgroup.com

EX-99.2

Exhibit 99.2

ENSERVCO’s First Quarter Revenue Improves 95% to $18.6 Million

Fueling Tenfold Increase in Income from Continuing Operations;

Adjusted EBITDA* increases 251% to $7.3 Million

Selected Highlights:

· Gross margin improves to 44% from 31% in 2012 first quarter

· Operating income increases to $6.7 million, up from $721,000 in Q1 2012

· March 31, 2013 working capital of $7.4 million, up from $1.6 million at year-end 2012

· Management reports strong start to second fiscal quarter

DENVER, CO – May 2, 2013 – ENSERVCO Corporation (OTCQB: ENSV), a provider of well-site services to the domestic onshore conventional and unconventional oil and gas industries, today announced record revenue and earnings** for its first quarter ended March 31, 2013.

First quarter revenue increased 95% to a record $18.6 million from $9.5 million the first quarter last year, and a 65% increase over the previous quarterly revenue record of $11.3 million, which came in the fourth quarter of 2012. The increase was fueled by strong demand for ENSERVCO’s well enhancement services (frac heating, hot oiling, acidizing and pressure testing). Well enhancement revenue increased 125% to $16.5 million from $7.3 million in last year’s first quarter.  Revenue from fluid management services (water hauling/disposal and frac tank rentals) was $1.9 million, down from $2.1 million in the 2012 first quarter.

Gross margin improved to 44% from 31% in the prior year’s first quarter. Operating income was $6.7 million versus $721,000 in the first quarter a year ago, while income from continuing operations was $4.0 million, or $0.11 per diluted share, up from $379,000, or $0.01 per diluted share, in the first quarter of 2012. In addition to the strong revenue growth, the Company’s earnings reflected a $759,000 decrease in depreciation expense versus the first quarter last year, which was primarily due to a reassessment of the estimated useful lives of its trucks, equipment and disposal wells.

First quarter adjusted EBITDA* increased 251% to $7.3 million from $2.1 million in the 2012 first quarter.

“Our first quarter financial results reflect the rapid evolution of our business during recent quarters,” said Rick Kasch, president. “A strong increase in our frac heating and hot oiling capacity combined with normal weather across our expanded service territory led to the sharp increase in first quarter revenue, as well as a very strong improvement in earnings. Our first quarter adjusted EBITDA* nearly equaled our strongest full-year performance of $7.5 million in 2008.

“Cold temperatures have continued into the spring in many of our service regions, and this has led to a strong start to the second quarter. We expect demand for our frac heating, hot oiling and well maintenance services to show meaningful improvements during the second and third quarters versus the same periods in 2012. These expectations are based on our broader customer base and our move into regions where fluid heating work can last most of the year.”

One such region is North Dakota’s Williston Basin. Kasch said the Company last week entered into an agreement to provide well-enhancement equipment and services to Warrior LLC, a tribal-member-owned energy service company operating on the Fort Berthold Indian Reservation. The nearly million-acre reservation sits in the heart of a large and very active production region where operators are principally targeting the Bakken formation. As part of an effort to expand its service offering, Warrior has partnered with ENSERVCO.

“Our relationship with Warrior could represent a significant increase in activity out of our Killdeer, North Dakota facility,” Kasch added. “We look forward to working with the company to offer our well enhancement services to new customers.”

Kasch said management is taking additional steps to boost revenue during the summer season. “We are working aggressively to grow our core well maintenance services, such as acidizing and pressure testing, and continue to explore new offerings that could be added through acquisition. Given our strong start to the year and much improved working capital position, we are optimistic 2013 will be another year of record results for ENSERVCO.”

Conference Call Information

Management will hold a conference call to discuss these results. The call will begin at 1 p.m. Eastern (11 a.m. Mountain) and will be accessible by dialing 877-407-8033 (201-689-8033 for international callers). No passcode is necessary. A telephonic replay will be available through May 8, 2013, by calling 877-660-6853 (201-612-7415 for international callers) and entering the Conference ID #413079. To listen to the webcast, participants should access the ENSERVCO website, located at www.enservco.com, and link to the “Investors” page at least 15 minutes early to register and download any necessary audio software. A replay of the webcast will be available for 90 days.

About ENSERVCO

Through its various operating subsidiaries, ENSERVCO has emerged as one of the energy service industry's leading providers of hot oiling, acidizing, frac heating and fluid management services. The Company owns and operates a fleet of more than 230 specialized trucks, trailers, frac tanks and related well-site equipment. ENSERVCO serves customers in six major domestic oil and gas fields, and operates in Colorado, Kansas, Montana, New Mexico, North Dakota, Oklahoma, Pennsylvania, Ohio, Texas, Wyoming and West Virginia. Additional information is available at www.enservco.com.

*Note on non-GAAP Financial Measures

This press release and the accompanying tables include a discussion of EBITDA and Adjusted EBITDA, which are non-GAAP financial measures provided as a complement to the results provided in accordance with generally accepted accounting principles ("GAAP"). The term "EBITDA" refers to a financial measure that we define as earnings plus or minus net interest plus taxes, depreciation and amortization. Adjusted EBITDA excludes from EBITDA stock-based compensation and, when appropriate, other items that management does not utilize in assessing ENSERVCO’s operating performance (as further described in the attached financial schedules). None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income as an indicator of operating performance or any other GAAP measure. We have reconciled Adjusted EBITDA to GAAP net income in the Consolidated Statements of Operations table at the end of this release. We intend to continue to provide these non-GAAP financial measures as part of our future earnings discussions and, therefore, the inclusion of these non-GAAP financial measures will provide consistency in our financial reporting.

**All revenue and earnings results discussed herein exclude discontinued operations, which resulted in pretax losses of $119,000 and $165,000 for the first quarters of 2013 and 2012, respectively.

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," "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 a Form 10-K filed on March 28, 2013. 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.

###

	ENSERVCO Corporation
	Condensed Consolidated Statements of Operations and Comprehensive Income
	For theThree Months Ended
	March 31,
	2013			2012
	(Unaudited)			(Unaudited)
Revenues	$	18,567,166		$	9,527,955
Cost of Revenue		10,401,143			6,579,429
Gross Profit		8,166,023			2,948,526
Operating Expenses
General and administrative expenses		907,073			903,360
Depreciation and amortization		563,836			1,323,797
Total operating expenses		1,470,909			2,227,157
Income from Operations		6,695,114			721,369
Other Income (Expense)
Interest expense		(314,052	)		(208,991	)
Gain on disposals of equipment		306,457			—
Gain on sale of investments		—			11,762
Other		14,113			58,464
Total other income (expense)		6,518			(138,765	)
Income From Continuing Operations Before Tax Expense		6,701,632			582,604
Income Tax Expense		(2,695,061	)		(203,847	)
Income From Continuing Operations		4,006,571			378,757
Discontinued Operations
Loss from discontinued operations		(118,918	)		(165,361	)
Income tax benefit		46,378			64,491
Loss on discontinued operations, net of tax		(72,540	)		(100,870	)
Net Income	$	3,934,031		$	277,887
Other Comprehensive Gain (Loss)
Unrealized loss on available-for-sale securities, net of tax		—			(21,215	)
Unrealized gain on interest rate swap, net of tax		10,232			—
Reclassification into earnings, net of tax		338			—
Total other comprehensive gain (loss)		10,570			(21,215	)
Comprehensive Income	$	3,944,601		$	256,672
Earnings per Common Share – Basic
Income from continuing operations	$	0.12		$	0.01
Discontinued operations		—			—
Net Income	$	0.12		$	0.01
Earnings per Common Share – Diluted
Income from continuing operations	$	0.11		$	0.01
Discontinued operations		—			—
Net Income	$	0.11		$	0.01
Basic weighted average number of common shares outstanding		31,825,294			21,778,866
Add: Dilutive shares assuming exercise of options and warrants		3,172,940			1,240,747
Diluted weighted average number of common shares outstanding		34,998,234			23,019,613
EBITDA From Continuing Operations:
Income From Continuing Operations	$	4,006,571		$	378,757
Add (Deduct):
Interest expense		314,052			208,991
Income tax expense		2,695,061			203,847
Depreciation and amortization		563,836			1,323,797
EBITDA From Continuing Operations		7,579,520			2,115,392
Add (Deduct):
Stock-based compensation		38,696			44,636
Warrants issued		30,023			—
Gain on disposal of equipment		(306,457	)		—
Gain on sale of investments		—			(11,762	)
Other income		(14,113	)		(58,464	)
Adjusted EBITDA From Continuing Operations	$	7,327,669		$	2,089,802
EBITDA* From Discontinued Operations:
Loss From Discontinued Operations	$	(72,540	)	$	(100,870	)
Add (Deduct):
Interest expense		963			750
Income tax benefit		(46,378	)		(64,491	)
Depreciation and amortization		—			77,395
EBITDA* From Discontinued Operations		(117,955	)		(87,216	)
Add (Deduct):
Stock-based compensation		—			—
Warrants issued		—			—
Loss on disposal of equipment		—			—
Gain on sale of investments		—			—
Other (income) expense		—			—
Adjusted EBITDA* From Discontinued Operations	$	(117,955	)	$	(87,216	)

	ENSERVCO Corporation
		Condensed Consolidated Balance Sheets
		March 31,		December 31,
		2013		2012
		(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	803,271	$	533,627
Accounts receivable, net		13,420,456		7,791,342
Prepaid expenses and other current assets		1,288,099		802,020
Inventories		264,884		273,103
Deferred tax asset		142,745		153,466
Total current assets		15,919,455		9,553,558
Property and Equipment, net		13,801,019		15,020,890
Fixed Assets Held for Sale, net		71,342		304,429
Non-Competition Agreements, net		15,000		30,000
Goodwill		301,087		301,087
Long-term portion of interest rate swap		22,374		16,171
Other Assets		723,068		630,891
TOTAL ASSETS	$	30,853,345	$	25,857,026
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	3,520,176	$	3,585,785
Fed/State income tax payable		1,509,297		—
Line of credit borrowings		1,234,447		2,151,052
Current portion of long-term debt		2,229,883		2,236,343
Current portion of interest rate swap		13,476		24,048
Total current liabilities		8,507,279		7,997,228
Long-Term Liabilities
Deferred rent payable		20,127		20,860
Long-term debt, less current portion		9,909,737		10,570,928
Deferred income taxes, net		1,586,869		451,662
Total long-term liabilities		11,516,733		11,043,450
Total liabilities		20,024,012		19,040,678
Commitments and Contingencies
Stockholders' Equity
Common and preferred stock. $.005 par value
Authorized: 100,000,000 common shares and 10,000,000 preferred shares
Issued: 31,928,894 common shares and -0- preferred shares
Treasury Stock: 103,600 common shares
Issued and outstanding: 31,825,294 common shares, and -0-
preferred shares, at March 31, 2013 and December 31, 2012,
respectively		159,127		159,127
Additional paid-in-capital		9,933,085		9,864,363
Accumulated earnings (deficit)		731,694		(3,202,337	)
Accumulated other comprehensive income		5,427		(4,805	)
Total stockholders' equity		10,829,333		6,816,348
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	30,853,345	$	25,857,026

Contacts:

Pfeiffer High Investor Relations, Inc.

Geoff High

Phone 303-393-7044

Email: geoff@pfeifferhigh.com

Web: www.pfeifferhigh.com

MZ Group

Derek Gradwell

SVP, Natural Resources

Phone: 949-259-4995

Email: dgradwell@mzgroup.us

Web: www.mzgroup.com