What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-15 compared with 2024-12-19 · 402 added, 142 removed, 979 unchanged (36% of the section changed)

58 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID 1013 )

Report of Independent Registered Public Accounting Firm (PCAOB ID 23 )

Consolidated Balance Sheets, September 30, 2025 and September 30, 2024 .

19 unchanged sentences

Code of Ethics (1)

Letter disclosing combination dated November 1, 2021, from Baker Tilly US, LLP (6)

Letter of Agreement dated November 1, 2021, from Baker Tilly US, LLP (6)

Letter of Baker Tilly US, LLP dated February 20, 2024 (8)

2 unchanged sentences

Consent of Urish Popeck & Co., LLC

Consent of Baker Tilly US, LLP

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.

15 unchanged sentences

Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2019.

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2021.

Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 19, 2024.

Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2022.

32 unchanged sentences

(Principal Executive Officer)

Report of Independent Registered Public Accounting Firm

Report of Independent Registere d Public Accounting Firm

Shareholders and Board of Directors

2 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Energy Services of America Corporation (the “Company”) as of September 30, 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheets of Energy Services of America Corporation (the “Company”) as of September 30, 2025 and 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for each of the years then ended, and the related notes (collectively referred to as the “consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated December 15, 2025 expressed an unqualified opinion thereon.

1 unchanged sentence

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

1 unchanged sentence

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition

10 unchanged sentences

We have served as the Company’s auditor since 2024.

Pittsburgh, PA

Pittsburgh, Pennsylvania

December 15, 2025

5 unchanged sentences

We have audited Energy Services of America Corporation’s (the “Company’s”) internal control over financial reporting as of September 30, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria .

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheet of the Company as of September 30, 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the year then ended, and the related notes and our report dated December 19, 2024 expressed an unqualified opinion thereon.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of September 30, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2025 and 2024, the related consolidated statements of income, changes in shareholders’ equity, and cash flows for the years then ended, and the related notes and our report dated December 15, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

/s/ Urish Popeck & Co., LLC

Pittsburgh, PA

December 19, 2024

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Energy Services of America Corporation

Huntington, West Virginia

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of Energy Services of America Corporation and subsidiaries (the Company) as of September 30, 2023, and the related consolidated statements of income, changes in shareholders’ equity and cash flows, for the year ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023, and the results of their operations and their cash flows for the year ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of their internal control over financial reporting.

As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Baker Tilly US, LLP

We served as the Company’s auditor from 2008 to 2024.

Pittsburgh, Pennsylvania

January 16, 2024

December 15, 2025

ENERGY SERVICES OF AMERICA CORPORATION

33 unchanged sentences

Common stock, $ .0001 par value Authorized 50,000,000 shares, 18,111,146 issued and 16,715,026 outstanding at September 30, 2025 and 17,860,413 issued and 16,570,685 outstanding at September 30, 2024

Treasury stock, 1,289,728 shares at September 30, 2024 and 1,318,430 at 2023

Treasury stock, 1,396,120 shares at September 30, 2025 and 1,289,728 at September 30, 2024

Additional paid in capital

12 unchanged sentences

Other income (expense)

Interest income

Proceeds from lawsuit judgement

25 unchanged sentences

Vested restricted stock award compensation

Repurchases of shares for tax withholding

Amortization of intangible assets

6 unchanged sentences

( 4,114,532 )

Increase in other receivables

(Increase) decrease in contract assets

Decrease (increase) in other receivables

Increase in contract assets

( 8,143,235 )

(Increase) decrease in prepaid expenses and other

( 8,640,572 )

Increase in prepaid expenses and other

Increase in accounts payable

Increase in accrued expenses and other current liabilities

(Decrease) increase in contract liabilities

(Decrease) increase in accrued expenses and other current liabilities

Increase (decrease) increase in contract liabilities

Net cash provided by operating activities

4 unchanged sentences

Acquisition of Heritage Painting

Acquisition of Rigney Digital Systems

( 3,000,000 )

Acquisition of Tribute Contracting & Consultants, net of cash acquired of $ 1,700,000

( 21,252,464 )

Proceeds from sales of property and equipment

8 unchanged sentences

Cash dividend on common stock

Principal payments on long-term debt

( 1,504,223 )

Principal payments on long-term debt

( 9,304,152 )

Net cash used in financing activities

( 3,486,973 )

Net cash provided by (used in) financing activities

( 14,185,534 )

(Decrease) increase in cash and cash equivalents

Decrease in cash and cash equivalents

( 3,505,536 )

3 unchanged sentences

Purchases of property & equipment under financing agreements

Prepaid insurance premiums financed

Debt assumed in Rigney acquisition for equipment

Sellers’ note Rigney acquisition

Line of credit moved to long-term note for equipment purchases

Additions to operating lease right-of-use assets obtained from operating leases

Common dividends declared but not paid

Net operating lease right-of-use assets received in exchange for operating lease liabilities

Common stock issued in Tribute Contracting & Consultants acquisition

Common stock issued in Rigney Digital Systems acquisition

Supplemental disclosures of cash flows information:

9 unchanged sentences

Dividends on common stock ($ 0.03 per share on 16,705,457 shares)

Common shares issued as part of acquisition

Balance at December 31, 2024

2 unchanged sentences

( 6,798,418 )

Dividends on common stock ($ 0.03 per share on 16,716,809 shares)

Vested restricted stock award

1 unchanged sentence

( 8,537,787 )

Dividends on common stock ($ 0.03 per share on 16,718,515 shares)

Vested restricted stock award

Treasury stock purchased by company

1 unchanged sentence

( 6,957,713 )

Dividends on common stock ($ 0.03 per share on 16,711,399 shares)

Vested restricted stock award

Repurchases of shares for tax withholding

Common shares issued as part of acquisition

Balance at September 30, 2025

4 unchanged sentences

( 25,701,413 )

Dividends on common stock ( $ 0.06 per share on 16,567,185 shares)

Balance at December 31, 2023

2 unchanged sentences

( 1,108,828 )

Dividends on common stock ($ 0.05 per share on 16,667,185 shares)

Treasury stock purchased by company

Vested restricted stock award

Balance at March 31, 2024

15 unchanged sentences

Energy Services’ other pipeline services include corrosion protection services, horizontal drilling services, liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction.

The Company has also added the ability to install broadband and solar electric systems and perform civil and general contracting services.

The Company has also added the ability to perform civil and general contracting services.

The Company had consolidated operating revenues of $ 411.0 million for the fiscal year ended September 30, 2025, of which 47.9 % was attributable to electrical, mechanical, and general contract services, 15.7 % to gas and petroleum transmission projects, and 36.4 % to gas & water distributions services.

20 unchanged sentences

Principles of Consolidation

The consolidated financial statements of Energy Services include the accounts of Energy Services, its wholly owned subsidiaries West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving and C.J.

Hughes and its subsidiaries, Contractors Rental, Nitro, and Pinnacle.

All significant intercompany accounts and transactions have been eliminated in the consolidation.

Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving and C.J.

Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, Ryan Construction, Tri-State Paving, Tribute and C.J.

Hughes and its subsidiaries.

91 unchanged sentences

Treasury Stock

When the Company’s stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), an excess of par or stated value over the cost of treasury shares is credited to additional paid-in capital.

When the Company’s stock is retired or repurchased for constructive retirement (with or without an intention to retire the stock formally in accordance with applicable laws), any excess of par or stated value over the cost of treasury shares is credited to additional paid-in capital.

New Accounting Pronouncements

On October 28, 2021, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers .

The amendments of this ASU require entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.

The amendments improve comparability after the business combination by providing consistent recognition and measurement guidance for revenue contracts with customers acquired in a business combination and revenue contracts with customers not acquired in a business combination.

The amendments are effective for public business entities for the fiscal years, including interim periods within those the fiscal years, beginning after December 15, 2022.

For all other entities they are effective for the fiscal years, including interim periods within those the fiscal years, beginning after December 15, 2023.

Entities should apply the amendments prospectively to business combinations that occur after the effective date.

Early adoption is permitted, including in any interim period, for public business entities for periods for which financial statements have not yet been issued, and for all other entities for periods for which financial statements have not yet been made available for issuance.

The Company is currently assessing the effect that ASU 2021-08 will have on its results of operations, financial position and cash flows;

however, the Company does not expect a significant impact.

In November 2024, the FASB issued an update that requires incremental disclosures about specific expense categories.

Entities are required to disclose in the notes to financial statements the amounts of purchases of inventory, employee compensation, depreciation, intangible asset amortization and selling expenses included in each relevant expense caption of the statements of operations.

The standard also requires disclosure of the amount, and a qualitative description of, other items remaining in relevant expense captions that are not separately disaggregated.

This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Early adoption and both prospective and retrospective application are permitted.

The Company is currently assessing the effect of this update.

In December 2023, the FASB issued an update that expands disclosures for tax rate reconciliation tables, primarily by requiring disaggregation of income taxes paid by jurisdiction, as well as greater disaggregation within the rate reconciliation.

This update is effective for fiscal years beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025.

Early adoption and retrospective application are permitted.

The Company is currently assessing the effect of this update.

ACCOUNTING FOR PPP LOANS

16 unchanged sentences

The requested information was subsequently provided to the SBA through the Lender.

As of September 30, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.

Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request.

37 unchanged sentences

Generally, unearned project-related costs will be earned over the next twelve months.

SEGMENT INFORMATION

Energy Services’ operations are managed by senior executives who report to the Company’s President and CEO (the “President”), the chief operating decision maker.

The President uses operating income for each of Energy Services’ reportable segments and considers forecast to actual variances to assess performance and when making decisions about allocating capital and other resources.

Energy Services’ reportable segments are:

Underground Infrastructure Construction, Industrial Construction, and Building Construction.

Underground Infrastructure Construction primarily includes new construction and maintenance work in the following areas:

water and wastewater pipelines, natural gas distribution pipelines, natural gas transmission pipelines, natural gas stations and ancillary facilities, corrosion protection services, and horizontal drilling services.

Industrial Constructions primarily includes new construction and maintenance work in the following areas:

electrical, mechanical, HVAC/R, controls, and fire protection services in automotive, chemical, power, and manufacturing facilities.

Building Construction primarily includes new construction and rehabilitation activities in the following areas:

school projects, local and state building projects, and small bridge projects.

Most services performed by the legal entity in this segment are subcontracted both to outside contractors and internally to other legal entities within the Company.

Services subcontracted internally are eliminated from segmented reporting.

Energy Services’ segment results are derived from the types of services provided across its operating companies in each of its end-user markets.

The Company’s business model allows multiple operating companies to serve the same or similar customers and to provide a range of services across end-user markets.

Reportable segment information, including revenues and operating income by type of work, is gathered from each operating company.

Classification of operating company revenues by type of work for segment reporting purposes can require judgment on the part of management.

Segment operating expenses (excluding depreciation expense) primarily include cost of services, such as wages and benefits;

subcontractor costs;

certain equipment rental and maintenance costs, and other direct and indirect project costs.

Separate measures of the Company’s assets and cash flows by reportable segment, including capital expenditures, are utilized by the President to evaluate segment performance since the Company’s fixed assets are not used on an interchangeable basis across its reportable segments.

Corporate and non-allocated costs include non-allocated corporate salaries, benefits and incentive compensation, acquisition and integration costs, non-cash stock-based compensation, investor relation expenses, and accounting review and audit fees.

The following tables show segment financial information for the periods presented.

All revenues are from external customers.

Underground Infrastructure

Year Ended September 30, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

( 1,934,020 )

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

Underground Infrastructure

Year Ended September 30, 2024

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

The following tables show segment property, plant and equipment, at cost, less accumulated depreciation for the periods presented:

At September 30, 2025

Underground Infrastructure

Property, plant and equipment, at cost, less accumulated depreciation

At September 30, 2024

Underground Infrastructure

Property, plant and equipment, at cost, less accumulated depreciation

The following tables show interim segment financial information for the fiscal year ended September 30, 2024:

Underground Infrastructure

Three Months Ended December 31, 2023

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

Underground Infrastructure

Three Months Ended March 31, 2024

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment (losss) income from operations

( 2,011,177 )

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated loss from operations

( 1,082,397 )

Underground Infrastructure

Six Months Ended March 31, 2024

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

Underground Infrastructure

Three Months Ended June 30, 2024

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

Underground Infrastructure

Nine months Ended June 30, 2024

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

The following tables show interim segment financial information for the fiscal year ended September 30, 2025:

Underground Infrastructure

Three Months Ended December 31, 2024

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

Underground Infrastructure

Three Months Ended March 31, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross (loss) profit

( 4,226,939 )

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment (loss) income from operations

( 9,148,451 )

( 6,705,180 )

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated loss from operations

( 8,092,227 )

Underground Infrastructure

Six Months Ended March 31, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment (loss) income from operations

( 8,100,746 )

( 3,173,546 )

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated loss from operations

( 6,446,266 )

Underground Infrastructure

Three Months Ended June 30, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment income from operations

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total consolidated income from operations

Underground Infrastructure

Nine Months Ended June 30, 2025

Segment direct operating expenses (excluding depreciation)

Direct depreciation expense

Segment gross profit

Segment gross profit percentage

Selling, general, and administrative expenses

Indirect depreciation expense

Intangible asset amortization expenses

Segment indirect operating expenses

Segment (loss) income from operations

( 6,711,940 )

Segment operating margin percentage

Corporate and non-allocated costs

Corprate depreciation expense

Total loss from operations

( 3,278,213 )

DISAGGREGATION OF REVENUE

1 unchanged sentence

(1) Gas & Water Distribution, (2) Gas & Petroleum Transmission, and (3) Electrical, Mechanical, & General services and construction.

Certain reclassifications have been made to the year ended September 30, 2023, to reflect the current presentation.

Our contract types are:

23 unchanged sentences

Total revenue from contracts

The Company’s disaggregated revenue does vary slightly from the Company’s segment reporting due to combining the Industrial and Building Construction into Electrical, Mechanical, & and General, and one legal entity in the Underground Infrastructure

Construction segment that performs services other than underground construction that are included in Electrical, Mechanical, & General.

The volume of these services is not material to the Company’s segment reporting.

CONTRACT BALANCES

36 unchanged sentences

Less billings to date

( 1,787,781 )

Costs and estimated earnings in excess of billed on uncompleted contracts

Less billings in excess of costs and estimated earnings on uncompleted contracts

( 1,787,781 )

The Company’s unaudited backlog at September 30, 2025, and September 30, 2024, was $ 259.7 million and $ 243.2 million, respectively.

15 unchanged sentences

Operating Line of Credit

On August 8, 2024, the Company renewed its $ 30.0 million line of credit with a maturity date of June 28, 2026.

In July 2025, the Company renewed its $ 30.0 million line of credit with a maturity date of June 28, 2027.

The interest rate on the line of credit is the “ Wall Street Journal ” Prime Rate (the index) with a floor of 4.99 %.

6 unchanged sentences

Interest rate

The Company’s $ 4.5 million line of credit borrowing is recorded as a long-term debt as of September 30, 2024, as compared an $ 8.7 million short-term borrowing at September 30, 2023.

The Company’s $ 24.8 million and $ 4.5 million line of credit borrowings are recorded as a long-term debt as of September 30, 2025 and 2024, respectively.

The modified financial covenants for the quarter ended June 30, 2023, and all subsequent quarters, are below:

8 unchanged sentences

The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question.

Thus, the Company was in compliance with all covenants at September 30, 2024.

Insurance Premiums Financed

The Company had previously financed insurance policy premiums on a short-term basis through a financing company prior to beginning to make quarterly installment payments for calendar year 2024.

These insurance policies include workers’ compensation, general liability, automobile, umbrella, and equipment policies.

At September 30, 2024 and September 30, 2023, the remaining balance of the insurance premiums was $ 0 and $ 950,000 , respectively.

The Company was not in compliance with all covenants at September 30, 2025 and received a waiver from its lender.

The Company projects to meet all covenant requirements for the next twelve months.

Paycheck Protection Program Loans

8 unchanged sentences

As part of the review, the SBA requested additional payroll information.

Additionally, the SBA

requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits.

Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits.

The requested information was subsequently provided to the SBA through the Lender.

5 unchanged sentences

The requested information was subsequently provided to the SBA through the Lender.

As of September 30, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.

Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request.

7 unchanged sentences

Line of credit payable to bank, monthly interest at 7.25 % , final payment due by June 28, 2027, guaranteed by certain directors of the Company.

Equipment line of credit with a total of $ 9.3 million and $ 8.5 million of $ 9.3 million available borrowed at June 30, 2024 and September 30, 2023, respectively, fixed interest at 7.25 % of outstanding balance due in monthly installments between June 1, 2023 and December 1, 2023.

Payments of $ 202,809 due in monthly installments, including fixed interest at 7.25 %, beginning January 2024 with final payment due February 2028, secured by equipment, guaranteed by certain directors of the Company.

Equipment line of credit with a total of $ 9.3 million with payments of $ 202,809 due in monthly installments, including fixed interest at 7.25 % and final payment due February 2028, secured by equipment, guaranteed by certain directors of the Company.

Paycheck Protection Program loans from Small Business Administration, 1.0 % simple interest, initially forgiven in the fiscal year ended September 30, 2021.

Final forgiveness decision has not been determined.

Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ 64,853 interest at 4.25 %, final payment due by March 25, 2026, secured by receivables and equipment, guaranteed by certain directors of the Company.

Notes payable to finance companies, due in monthly installments totaling $ 76,000 at September 30, 2024 and $ 50,000 at September 30, 2023, including interest ranging from 0.00 % to 6.0 %, final payments due October 2024 through August 2026, secured by equipment.

Note payable to finance company for insurance premiums financed, due in monthly installments totaling $ 327,000 in calendar year 2023 and $ 282,000 in calendar year 2022, including interest rate at 6.70 %, final payment due December 2023.

Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ 64,853 , including fixed interest at 4.25 % , final payment due by March 25, 2026, secured by receivables and equipment, guaranteed by certain directors of the Company.

Notes payable to finance companies, due in monthly installments totaling $ 244,000 at September 30, 2025 and $ 76,000 at September 30, 2024, including interest ranging from 0.00 % to 6.0 % , final payments due October 2025 through September 2028, secured by equipment.

Notes payable to United Bank, Tribute acquisition finance, due in monthly installments totaling $ 272,016 , including fixed interest at 6.9 % , final payment due December 2030 secured by receivables and equipment, guaranteed by certain directors of the Company.

Notes payable to bank, due in monthly installments totaling $ 7,848 , including interest at 4.82 % , final payment due November 2034 secured by building and property.

Notes payable to bank, due in monthly installments totaling $ 12,580 , including interest at 9.5 %, final payment due November 2025 secured by building and property, guaranteed by certain directors of the Company.

Notes payable to bank, due in monthly installments totaling $ 59,932 , including fixed interest at 6.0 % , final payment due October 2027 secured by receivables and equipment, guaranteed by certain directors of the Company.

Equipment line of credit with a total of $ 5.0 million borrowings available, including fixed interest at 8.5 % for purchases made in the first twelve months.

After twelve months the borrowings will be converted to a forty-eight month term note agreement with a fixed interest rate equal to the “U.S.

Treasury Rate” plus 2.75 % per annum.

Final payment due August 2029.

The agreement is guaranteed by certain directors of the Company.

Unsecured notes payable to Joe and Cathy Rigney, five-year agreement for monthly fixed interest at 5.0 % of sellers’ notes, with $ 500,000 due September 30, 2030.

$ 461,000 fair value at September 30, 2025.

Notes payable to David Bolton and Daniel Bolton, due in annual installments totaling $ 500,000 , including interest at 3.25 % , final payment due December 31, 2025, unsecured.

Notes payable to bank, interest at 4.25 % of outstanding balance due in monthly installments between January 2021 and January 2022 with note payments beginning February 2022.

Payments due in monthly installments totaling $ 68,150 , including interest at 9.5 %, final payment due January 2026, secured by equipment, guaranteed by certain directors of the Company.

Term note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $ 129,910 , including interest at 4.50 %, final payment due by June 1, 2027, secured by receivables and equipment, guaranteed by certain directors of the Company.

Note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $ 129,910 , including fixed interest at 4.50 % , final payment due by June 1, 2027, secured by receivables and equipment, guaranteed by certain directors of the Company.

Notes payable to Corns Enterprises, $ 1,000,000 with fair value of $ 936,000 , due in annual installments totaling $ 250,000 , including interest at 3.50 % , final payment due April 29, 2026, unsecured.

4 unchanged sentences

Year Ended September 30,

Total income tax expense (benefit)

Total income tax expense

The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid.

1 unchanged sentence

The Company’s provision for income taxes is computed by applying a federal rate of 21.0 % and a blended state rate of approximately 5.0 % to 6.0 % to taxable income or loss after consideration of non-taxable and non-deductible items.

The income tax expense for the fiscal year ended September 30, 2024 was $ 8.4 million as compared to $ 3.0 million for the fiscal year ended September 30, 2023.

The increase was due to an increase in taxable income for the fiscal year ended September 30, 2024, as compared to the fiscal year ended September 30, 2023.

The income tax expense for the fiscal year ended September 30, 2025 was $ 485,000 as compared to $ 8.4 million for the fiscal year ended September 30, 2024.

The decrease was due to a decrease in taxable income for the fiscal year ended September 30, 2025, as compared to the fiscal year ended September 30, 2024.

The effective income tax rate for the fiscal year ended September 30, 2025 was 56.1 %, as compared to an effective income tax rate of 25.1 % for the fiscal year ended September 30, 2024.

4 unchanged sentences

Statutory rate

Permanent difference

State income taxes

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A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company had $ 0 and $ 3.0 million of federal net operating loss carryforwards at September 30, 2024 and 2023, respectively.

The Company had $ 1.5 million and $ 0 million of federal net operating loss carryforwards at September 30, 2025 and 2024, respectively.

The Company had $ 16.7 million and $ 20.5 million of state net operating loss carryforwards at September 30, 2025 and 2024, respectively.

7 unchanged sentences

Deferred income tax assets

Accruals & Other

Accruals and other

Net operating loss carryforward-Federal

Net operating loss carryforward-States

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Earnings per share available to common shareholders-diluted

The diluted weighted average shares outstanding calculation included a 37,749 dilutive effect for 51,227 unvested restricted stock awards.

At September 30, 2025, the diluted weighted average shares outstanding calculation included a 42,788 dilutive effect for 33,675 unvested restricted stock awards.

At September 30, 2024, the diluted weighted average shares outstanding calculation included a 37,749 dilutive effect for 51,227 unvested restricted stock awards.

STOCK REPURCHASE PLAN

On July 6, 2022, the Company’s Board of Directors authorized a share repurchase program (the “Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase not to exceed 1,000,000 shares, which is approximately 6.0 % of its outstanding common stock.

On July 6, 2022, the Company’s Board of Directors authorized a share repurchase program (the “Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase not to exceed 1,000,000 shares, which was approximately 6.0 % of its outstanding common stock.

The Program, which started on August 16, 2022 and has no expiration date, does not obligate the Company to purchase any number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company.

7 unchanged sentences

the Plans or Programs

The repurchases of Energy Services of America Corporation’s shares of its common stock during the twelve months ended September 30, 2024 was as follows:

Maximum Number of

Value of Shares Purchased

Shares That May Yet Be

as Part of Publicly Announced

Purchased Under

Plans or Programs

the Plans or Programs

LONG TERM INCENTIVE PLAN

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A description of the material terms of the Equity Incentive Plan is contained in the Company’s definitive proxy statement for the Annual Meeting of Stockholders filed with the Securities and Exchange Commission on January 11, 2022.

The amount recognized for compensation expense for the twelve months ended September 30, 2024 was approximately $ 50,000 .

The amount recognized for compensation expense for the twelve months ended September 30, 2025 and 2024 was approximately $ 117,000 and $ 50,000 , respectively.

A table of restricted stock grants awarded during the twelve months ended September 30, 2025 are below:

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This four-year agreement requires $ 250,000 principal installment payments on or before the end of each twelve (12) full calendar month period beginning April 29, 2022.

Interest payments due shall be calculated on

the principal balance remaining and shall be at the stated rate of 3.5 % per year.

Interest payments due will be calculated on the principal balance remaining and will be at the stated rate of 3.5 % per year.

The Company has made $ 750,000 in principal payments on this note as of September 30, 2025.

Subsequent to the April 29, 2022 acquisition of Tri-State Paving, the Company entered into an operating lease for facilities in Hurricane, West Virginia with Corns Enterprises.

This thirty-six-month lease is treated as a right-of-use asset and has payments of $ 7,000 per month.

The total net present value at inception was $ 236,000 with a carrying value of $ 46,000 at September 30, 2024.

This thirty-six-month lease is treated as a right to use asset and has payments of $ 7,000 per month.

The total net present value at inception was $ 236,000 with no carrying value at September 30, 2025.

The Company signed a one-year renewal after the lease expired and is evaluating whether to renew for additional periods.

In May 2025, David E.

Corns, member of Corns Enterprises and President of Tri-State Paving, retired.

SQP made an equity investment of $ 156,000 in 1030 Quarrier Development, LLC (“Development”) in August 2022.

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The lease, which was originally signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term.

The Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods.

The Company had two lease agreements for construction equipment with a combined amount of $ 160,000 that were paid in full as of September 30, 2024.

The leases had a term of twenty-two months with a stated interest rate of 0 %, combined monthly installment payments of $ 6,645 and were cancellable at any time without penalty.

The Company exercised the right to purchase the equipment at the expiration of the leases by applying the two-month deposit paid.

The related assets and finance lease obligations associated with these lease agreements had been included in the consolidated balance sheets within property, plant and equipment and long-term debt.

As of September 30, 2025, the Company has only committed to one-year renewals and is evaluating whether to renew for additional periods.

The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC transaction.

The first operating lease, for the Hurricane, West Virginia facility, had a net present value of $ 236,000 at inception, and a carrying value of $ 0 at September 30, 2025.

The 4.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.

The 4.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The Company signed a one-year renewal after the lease expired and as of September 30, 2025 is evaluating whether to renew for additional periods.

The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $ 144,000 at inception, and expired on August 31, 2024.

The lease was renewed for a two-year period with a net present value of $ 140,000 and had a carrying value of $ 50,000 at September 30, 2025.

The 8.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.

The 8.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.

The Company has a right-of-use operating lease with Enterprise acquired on August 11, 2022, as part of the Ryan Environmental acquisition.

This lease agreement was initially for thirty-one vehicles with a net present value of $ 1.2 million.

The Company subsequently netted forty-three additional leased vehicles with a net present value of $ 2.0 million.

The right-of-use operating lease has a carrying value of $ 2.2 million at September 30, 2024.

The Company subsequently netted fifty-one additional leased vehicles.

The right-of-use operating lease had a carrying value of $ 1.9 million at September 30, 2025.

Each vehicle leased under the master lease program has its own implicit rate.

The Company had a right-of-use operating lease with RICA Developers, LLC acquired on August 12, 2022, as part of the Ryan Environmental acquisition.

This lease, for the Bridgeport, West Virginia facility, had a net present value of $ 140,000 at inception and no carrying value at September 30, 2023.

The 4.5 % interest rate on the operating lease was based on the Company’s incremental borrowing rate at inception.

The Company has signed a one-year renewal agreement effective October 1, 2023 through September 30, 2024.

The lease had a net present value of $ 125,000 at inception and no carrying value at September 30, 2024.

The 8.5 % interest rate on the operating lease was based on the Company’s incremental borrowing rate at inception.

As of September 30, 2024, the Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods.

The Company has a right-of-use operating lease acquired on March 28, 2023.

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TransCanada Corporation

NiSource and subsidiaries

* Less than 10.0 % and included in “All other” if applicable

2 unchanged sentences

at September 30, 2024

NiSource and subsidiaries

TransCanada Corporation

* Less than 10.0 % and included in “All other” if applicable

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In addition, participants who are age 50 or older by the end of the Plan year may elect to defer up to an additional $7,500 into the Plan for 2025.

A new special catch-up of $11,250 is available for employees who are ages 60 through 63.

The overall limit for combined employee and employer contributions is $70,000 for 2025.

Energy Services may make annual discretionary matching contributions and/or profit-sharing contributions to the Plan.

3 unchanged sentences

No profit-sharing contribution was made for the 2025 or 2024 plan year.

Energy Services and its wholly owned subsidiaries contributed $ 864,000 and $ 599,000 , respectively, for the fiscal years ended September 30, 2024, and 2023 to the Plan.

Energy Services and its wholly owned subsidiaries contributed $ 1.1 million and $ 864,000 , respectively, for the fiscal years ended September 30, 2025, and 2024 to the Plan.

The Company contributes to a number of multi-employers defined benefit pension plans under the terms of collective-bargaining agreements that cover its union-represented employees.

22 unchanged sentences

52-6054620/001

Carpenters Pension Fund of WV

Carpenters Pension Fund of WV (Greater Pennsylvania Carpenters’ Pension Fund 25-6135570/001)

55-6027998/001

Plumbers & Pipefitters National Pension Fund

Plumbers & Pipefitters National Pension Fund (United Association National Pension Fund)

52-6152779/001

1 unchanged sentence

52-6112463/001

Plumbers and Steamfitters Local 577 Pension Fund

31-6134953/001

Sheet Metal Workers Local Pension Fund

13 unchanged sentences

The Company has expensed all $ 164,000 in payments made through September 30, 2023, and does not expect any future liabilities related to this claim.

The Company made no payments during the twelve months ended September 30, 2024.

The Company made no payments during the twelve months ended September 30, 2025 and 2024.

Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and contract receivables.

34 unchanged sentences

The operations of Heritage has been absorbed into Nitro’s operations and is insignificant to the Company’s consolidated financial statements.

ASC 805-10-50-2 requires public companies that present comparative financial statements to present pro forma financial statements as though the business combination that occurred during the current fiscal year had occurred as of the beginning of the comparable prior annual reporting period.

As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S.

The Heritage Painting acquisition purchase price is allocated in the table below:

Considerations

Assets acquired

Property and equipment

Customer relationships

Intangible assets

Total assets acquired

Goodwill recognized

On December 2, 2024, the Company completed the acquisition of substantially all the physical assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”), an Ohio corporation located in South Point, Ohio for $ 21.2 million cash and $ 2.0 million in the Company’s common stock.

As allowed under ASC 805-10-50-2, the Company finds this information impracticable to

provide for the periods presented due to the lack of availability of meaningful financial statements of the acquired companies that comply with U.S.

The Tribute LLC acquisition purchase price is allocated in the table below:

Considerations

Commom stock issued

Total consideration

Assets acquired

Property and equipment

Accounts Receivable and Retainages acquired from seller

Contract assets acquired from seller

Receivable for cash due to buyer

Intangible assets

Total assets acquired

Liabilities assumed

Accounts payable assumed

( 3,476,871 )

Long-term debt assumed

( 3,789,962 )

Contract liabilities assumed

Total liabilities assumed

( 7,947,846 )

Net assets acquired

Goodwill recognized

On September 30, 2025, the Company completed the acquisition of substantially all the physical assets of Rigney Digital Systems Ltd.

(“Rigney Digital”), a West Virginia corporation located in Hurricane, West Virginia for $ 3.0 million cash, $ 1.0 million in the Company’s common stock, and a five -year $ 500,000 sellers’ note.

The Rigney Digital acquisition purchase price is allocated in the table below:

Considerations

Commom stock issued

Sellers’ note

Total consideration

Assets acquired

Property and equipment

Accounts Receivable acquired from seller

Intangible assets

Total assets acquired

Liabilities assumed

Long-term debt assumed

Total liabilities assumed

Net assets acquired

Goodwill recognized

GOODWILL AND INTANGIBLE ASSETS

8 unchanged sentences

Ending balance

A table of the Company’s intangible assets subject to amortization at September 30, 2024, is below:

A table of the Company’s intangible assets subject to amortization at September 30, 2025 and 2024, is below:

Amortization and

18 unchanged sentences

Customer relationships

Revolt Energy:

Employment agreement/non-compete

Heritage Painting Customer relationships

Heritage Painting

Customer relationships

Tri-State Paving:

Customer relationships

Tribute Contracting & Consultants

Non-compete 1

Non-compete 2

Rigney Digital Systems

Total intangible assets

7 unchanged sentences

SUBSEQUENT EVENTS

On October 31, 2024, the Company announced it had entered into an Asset Purchase Agreement with Tribute Contracting & Consultants, LLC (“Tribute”), an underground utility contractor that primarily specializes in water and wastewater system installations in Ohio, Kentucky, and West Virginia.

On December 2, 2024, the Company closed on the acquisition.

Under the terms of the agreement, Energy Services’ new subsidiary, Tribute Acquisition Company, purchased substantially all of the assets of Tribute for $ 22.0 million in cash, less any assumed debt and working capital adjustments, and $ 2.0 million of Energy Services’ common stock.

On November 20, 2024 , the Company’s Board of Directors approved a quarterly cash dividend of $ 0.03 per common share.

The dividend will be paid on January 2, 2025 to holders of record as of December 13, 2024 .

While this is expected to be a quarterly cash dividend, factors such as income from operations, cash flows, and overall financial outlook may affect future dividend payments.

On October 15, the Company paid a quarterly dividend of $ 0.03 per share to holders of record as of October 6, 2025.

Management has evaluated all subsequent events for accounting and disclosure.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures