Item 9A. Controls and Procedures
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports that Energy Services files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
(1) Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the Company’s financial statements.
34
Table of Contents
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has used the framework set forth in the report entitled “Internal Control–Integrated Framework 2013” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has not identified any material weakness in the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of September 30, 2025.
Changes in Internal Controls Over Financial Reporting
There has been no change in the Company’s internal control over financial reporting during the Company’s fourth quarter of fiscal year 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Attestation Report of Registered Public Accounting Firm
Urish Popeck & Co., LLC, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an attestation report on our internal control over financial reporting. Such report is included in Item 8 of this Annual Report and incorporated by reference herein.
ITEM 9B. Other Information
During the fourth fiscal quarter of 2025, n o n e of our directors or officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as that term is used in SEC regulations.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
Not Applicable.
35
Table of Contents
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The Company has adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Ethics was previously filed as an exhibit to our Registration Statement on Form S-1. A copy of the Code will be furnished without charge upon written request to the Corporate Secretary, Energy Services of America Corporation, 75 West 3 rd Ave., Huntington, West Virginia 25701.
The information contained under the sections captioned “Proposal I – Election of Directors” in the Company’s definitive Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of September 30, 2025 (the “Proxy Statement”) is incorporated herein by reference.
ITEM 11. Executive Compensation
The information contained under the section captioned “Proposal I – Election of Directors – Executive and Director Compensation” in the definitive Proxy Statement is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
(a) Securities Authorized for issuance under Stock-Based Compensation Plans
The following table presents certain information regarding our Equity Compensation Plan in effect as of September 30, 2025:
Number of securities to be
Number of securities
issued upon exercise of
Weighted average
remaining available for
Plan
outstanding options and rights
exercise price
issuance under plan
Equity compensation plans approved by stockholders
—
—
1,431,469
Equity compensation plans not approved by stockholders
—
—
—
Total
—
—
1,431,469
(b) Security Ownership of Certain Beneficial Owners
The information required by this item is incorporated herein by reference to the section captioned “Security Ownership of Certain Beneficial Owners” in the Proxy Statement.
(c) Security Ownership of Management
The information required by this item is incorporated herein by reference to the section captioned “Proposal I – Election of Directors” in the Proxy Statement.
(d) Changes in Control
The management of the Company knows of no arrangements, including any pledge by any person of securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference to the sections captioned “Proposal I – Election of Directors – Certain Relationships and Related Transactions” and “– Board Independence” of the Proxy Statement.
ITEM 14. Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference to the section captioned “Proposal II – Ratification of Independent Registered Public Accounting Firm” of the Proxy Statement.
36
Table of Contents
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
The exhibits and financial statement schedules filed as a part of this Annual Report on Form 10-K are as follows:
(a)(1)
Consolidated Financial Statements
Energy Services of America Corporation
Report of Independent Registered Public Accounting Firm (PCAOB ID 1013 )
F-1
Consolidated Balance Sheets, September 30, 2025 and September 30, 2024 .
F-4
Consolidated Statements of Income, Years Ended September 30, 2025 and September 30, 2024 .
F-5
Consolidated Statements of Cash Flows, Years Ended September 30, 2025 and September 30, 2024 .
F-6
Consolidated Statements of Changes in Shareholders’ Equity, Years Ended September 30, 2025 and September 30, 2024 .
F-7
Notes to Consolidated Financial Statements .
F-9
(a)(2)
Consolidated Financial Statement Schedules
No financial statement schedules are filed because the required information is not applicable or is included in the consolidated financial statements or related notes.
(a)(3)
Exhibits
37
Table of Contents
Exhibit No.
Description
2.1
Asset Purchase Agreement dated October 30, 2024 (9)
3.1
Amended and Restated Certificate of Incorporation (1)
3.2
Bylaws (1)
3.3
Certificate of Amendment to the Registrant’s Certificate of Incorporation (1)
3.4
Certificate of Designations Series A Preferred Stock (4)
4.1
Form of Certificate of Common Stock (1)
4.2
Description of Common Stock (5)
10.1
Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant (1)
10.2
Form of Stock Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders (1)
10.3
Form of Letter Agreement between Chapman Printing Co. and the Registrant regarding administrative support (1)
10.4
Form of Amended Registration Rights Agreement among the Registrant and the Initial Stockholders (1)
10.5
Energy Services of America Corporation Employee Stock Purchase Plan (2)
10.6
Energy Services of America Corporation 2022 Equity Incentive Plan (7)
14
Code of Ethics (1)
16.1
Letter of Baker Tilly US, LLP dated February 20, 2024 (8)
19
Insider Trading Policy (6)
21
List of subsidiaries
23.1
Consent of Urish Popeck & Co., LLC
31.1
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.
31.2
Certification of Chief Financial 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.
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97
Policy Related to Recovery of Erroneously Awarded Compensation (6)
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema Document
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document
(1)
Incorporated by reference to the Registration Statement on Form S-1 of Energy Services of America Corp. (file no. 333-133111), originally filed with the Securities and Exchange Commission on April 7, 2006, as amended.
(2) Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on October 16, 2008.
(3)
Filed as Appendix A to the Schedule 14-A filed with the Securities and Exchange Commission on July 2, 2010.
(4)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 8, 2013.
(5)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 20, 2019.
(6)
Incorporated by reference to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 19, 2024.
(7)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2022.
(8)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2024.
(9)
Incorporated by reference to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 4, 2024.
(b) The exhibits listed under (a)(3) above are filed herewith.
(c) Not applicable.
ITEM 16. Form 10-K Summary
None.
38
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ENERGY SERVICES OF AMERICA CORPORATION
Date: December 15 2025
By:
/s/ Douglas V. Reynolds
Douglas V. Reynolds
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Name
Position
Date
By
/s/ Marshall T. Reynolds
Chairman of the Board
December 15 2025
Marshall T. Reynolds
By
/s/ Jack Reynolds
Director
December 15 2025
Jack R. Reynolds
By
/s/ Charles P. Crimmel
Chief Financial Officer
December 15 2025
Charles P. Crimmel
(Principal Financial and Accounting Officer)
By
/s/ Amy E. Abraham
Director
Amy E. Abraham
December 15 2025
By
/s/ Joseph L. Williams
Director
December 15 2025
Joseph L. Williams
By
/s/ Mark S. Prince
Director
December 15 2025
Mark S. Prince
By
/s/ Frank S. Lucente
Director
December 15 2025
Frank S. Lucente
By
/s/ Patrick J. Farrell
Director
December 15 2025
Patrick J. Farrell
By
/s/ Douglas V. Reynolds
President and Chief
December 15 2025
Douglas V. Reynolds
Executive Officer, and Director
(Principal Executive Officer)
39
Table of Contents
Report of Independent Registere d Public Accounting Firm
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 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.
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 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 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 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 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
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (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 a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Revenue Recognition
Critical Audit Matter Description
The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.
Significant judgment is exercised by the Company in determining revenue recognition for customer agreements, and include the pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation.
F-1
Table of Contents
The related audit effort in evaluating management’s judgments in determining revenue recognition for customer agreements required a high degree of auditor judgment.
How the Critical Audit Matter was Addressed in the Audit
The primary procedures we performed to address this critical audit matter included:
● Evaluated the Company’s estimated revenue and costs to complete by obtaining and analyzing supporting documentation of management’s estimates of variable consideration and contract costs.
● Compared contract profitability estimates in the current year to historical estimates and actual performance.
● Tested samples of completed and in-process contracts and contract transactions by inspecting the underlying customer contracts, contract billing data, and contract cost source documentation, and evaluated the Company’s recognition of contract assets, liabilities, revenue, and costs of revenue in accordance with the Company’s revenue recognition policy.
/s/ Urish Popeck & Co., LLC
We have served as the Company’s auditor since 2024.
Pittsburgh, Pennsylvania
December 15, 2025
F-2
Table of Contents
Report of Independent Registered Public Accounting Firm
Shareholders and Board of Directors
Energy Services of America Corporation
Huntington, West Virginia
Opinion on Internal Control over Financial Reporting
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 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
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Urish Popeck & Co., LLC
Pittsburgh, Pennsylvania
December 15, 2025
F-3
Table of Contents
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED BALANCE SHEETS
As of September 30, 2025 and 2024
2025
2024
Assets
Current assets
Cash and cash equivalents
$
12,241,408
$
12,926,036
Accounts receivable-trade
76,570,064
56,802,844
Allowance for doubtful accounts
( 521,616 )
( 738,526 )
Retainages receivable
16,049,557
11,704,281
Other receivables
1,103,687
1,047,952
Contract assets
34,455,011
24,595,792
Prepaid expenses and other
5,025,476
4,088,550
Total current assets
144,923,587
110,426,929
Property, plant and equipment, at cost
115,448,972
91,885,621
less accumulated depreciation
( 61,981,005 )
( 53,749,907 )
Total fixed assets
53,467,967
38,135,714
Right-of-use assets-operating leases
2,054,615
2,531,227
Intangible assets, net
4,895,083
3,065,576
Goodwill
9,865,804
4,087,554
Total assets
$
215,207,056
$
158,247,000
Liabilities and shareholders’ equity
Current liabilities
Current maturities of long-term debt
$
11,546,816
$
6,372,915
Current maturities of lines of credit and short term borrowings
10,401,366
10,292,676
Current maturities of operating lease liabilities
1,061,021
907,503
Accounts payable
30,732,523
23,673,659
Accrued expenses and other current liabilities
15,918,593
13,855,533
Contract liabilities
28,318,765
16,950,988
Income tax payable
—
2,195,278
Total current liabilities
97,979,084
74,248,552
Long-term debt, less current maturities
50,256,031
17,187,992
Long-term operating lease liabilities, less current maturities
982,621
1,625,424
Deferred tax liability
6,753,527
6,490,888
Total liabilities
155,971,263
99,552,856
Shareholders’ equity
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
1,813
1,790
Treasury stock, 1,396,120 shares at September 30, 2025 and 1,289,728 at September 30, 2024
( 143 )
( 133 )
Additional paid in capital
62,450,414
60,282,921
Retained deficit
( 3,216,291 )
( 1,590,434 )
Total shareholders’ equity
59,235,793
58,694,144
Total liabilities and shareholders’ equity
$
215,207,056
$
158,247,000
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
F-4
Table of Contents
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
For the years ended September 30, 2025 and 2024
2025
2024
Revenue
$
411,001,373
$
351,876,861
Cost of revenue
372,225,660
301,922,545
Gross profit
38,775,713
49,954,316
Selling and administrative expenses
34,560,240
30,119,070
Income from operations
4,215,473
19,835,246
Other income (expense)
Proceeds from lawsuit judgement
—
15,634,499
Other nonoperating expense
( 224,843 )
( 21,561 )
Interest expense
( 3,209,300 )
( 2,188,609 )
Gain on sale of equipment
83,552
261,102
( 3,350,591 )
13,685,431
Income before income taxes
864,882
33,520,677
Income tax expense
485,174
8,415,667
Net income
379,708
25,105,010
Weighted average shares outstanding-basic
16,643,495
16,570,289
Weighted average shares-diluted
16,686,283
16,608,038
Earnings per share
available to common shareholders
$
0.02
$
1.52
Earnings per share-diluted
available to common shareholders
$
0.02
$
1.51
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
F-5
Table of Contents
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the years ended September 30, 2025 and 2024
2025
2024
Cash flows from operating activities:
Net income
$
379,708
$
25,105,010
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
11,962,424
8,539,400
Accreted interest on PPP loans
99,860
108,356
Gain on sale of equipment
( 83,552 )
( 261,102 )
Provision for deferred taxes
262,639
( 379,622 )
Provision for bad debts
423,750
687,463
Vested restricted stock award compensation
105,119
35,556
Repurchases of shares for tax withholding
( 24,321 )
—
Amortization of intangible assets
1,064,493
438,623
Accreted interest on note payable
60,000
61,477
Increase in accounts receivable-trade
( 14,734,342 )
( 5,582,886 )
Increase in retainage receivable
( 1,574,246 )
( 4,114,532 )
Decrease (increase) in other receivables
1,653,111
( 530,984 )
Increase in contract assets
( 8,143,235 )
( 8,640,572 )
Increase in prepaid expenses and other
( 936,926 )
( 568,372 )
Increase in accounts payable
3,581,993
1,647,020
(Decrease) increase in accrued expenses and other current liabilities
( 646,233 )
2,924,182
Increase (decrease) increase in contract liabilities
10,686,764
( 792,013 )
Net cash provided by operating activities
4,137,006
18,677,004
Cash flows from investing activities:
Investment in property and equipment
( 6,354,069 )
( 8,755,349 )
Acquisition of Heritage Painting
—
( 300,000 )
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
1,178,674
1,058,343
Net cash used in investing activities
( 29,427,859 )
( 7,997,006 )
Cash flows from financing activities:
Proceeds from long-term debt
16,000,000
—
Borrowings on lines of credit and short term debt, net of (repayments)
20,258,830
( 9,663,150 )
Treasury stock purchased
( 844,230 )
( 41,380 )
Cash dividend on common stock
( 1,504,223 )
( 994,031 )
Principal payments on long-term debt
( 9,304,152 )
( 3,486,973 )
Net cash provided by (used in) financing activities
24,606,225
( 14,185,534 )
Decrease in cash and cash equivalents
( 684,628 )
( 3,505,536 )
Cash and cash equivalents beginning of period
12,926,036
16,431,572
Cash and cash equivalents end of period
$
12,241,408
$
12,926,036
Supplemental schedule of noncash investing and financing activities:
Purchases of property & equipment under financing agreements
$
1,869,965
$
1,195,682
Debt assumed in Rigney acquisition for equipment
$
115,165
$
—
Sellers’ note Rigney acquisition
$
461,000
$
—
Line of credit moved to long-term note for equipment purchases
$
5,000,000
$
812,915
Common dividends declared but not paid
$
501,342
$
—
Net operating lease right-of-use assets received in exchange for operating lease liabilities
$
630,750
$
265,941
Common stock issued in Tribute Contracting & Consultants acquisition
$
1,906,517
$
—
Common stock issued in Rigney Digital Systems acquisition
$
1,024,421
$
—
Supplemental disclosures of cash flows information:
Cash paid during the year for:
Interest
$
2,957,914
$
2,074,246
Income taxes
$
2,766,415
$
7,008,491
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
F-6
Table of Contents
ENERGY SERVICES OF AMERICA CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the years ended September 30, 2025 and 2024
Total
Common Stock
Additional Paid
Retained
Treasury
Shareholders’
Shares
Amount
in Capital
Deficit
Stock
Equity
Balance at September 30, 2024
16,570,685
$
1,790
$
60,282,921
$
( 1,590,434 )
$
( 133 )
$
58,694,144
Net income
—
—
—
853,733
—
853,733
Dividends on common stock ($ 0.03 per share on 16,705,457 shares)
—
—
—
( 501,164 )
—
( 501,164 )
Common shares issued as part of acquisition
134,772
13
1,906,504
—
—
1,906,517
Balance at December 31, 2024
16,705,457
$
1,803
$
62,189,425
$
( 1,237,865 )
$
( 133 )
$
60,953,230
Net loss
—
—
—
( 6,798,418 )
—
( 6,798,418 )
Dividends on common stock ($ 0.03 per share on 16,716,809 shares)
—
—
—
( 501,504 )
—
( 501,504 )
Vested restricted stock award
11,352
—
32,758
—
—
32,758
Balance at March 31, 2025
16,716,809
$
1,803
$
62,222,183
$
( 8,537,787 )
$
( 133 )
$
53,686,066
Net income
—
—
—
2,081,629
—
2,081,629
Dividends on common stock ($ 0.03 per share on 16,718,515 shares)
—
—
—
( 501,555 )
—
( 501,555 )
Vested restricted stock award
1,706
—
26,130
—
—
26,130
Treasury stock purchased by company
( 106,392 )
—
( 844,220 )
—
( 10 )
( 844,230 )
Balance at June 30, 2025
16,612,123
$
1,803
$
61,404,093
$
( 6,957,713 )
$
( 143 )
$
54,448,040
Net income
—
—
—
4,242,764
—
4,242,764
Dividends on common stock ($ 0.03 per share on 16,711,399 shares)
—
—
—
( 501,342 )
—
( 501,342 )
Vested restricted stock award
4,739
—
46,231
—
—
46,231
Repurchases of shares for tax withholding
( 1,112 )
—
( 24,321 )
—
—
( 24,321 )
Common shares issued as part of acquisition
99,276
10
1,024,411
—
—
1,024,421
Balance at September 30, 2025
16,715,026
$
1,813
$
62,450,414
$
( 3,216,291 )
$
( 143 )
$
59,235,793
F-7
Table of Contents
Total
Common Stock
Additional Paid
Retained
Treasury
Shareholders’
Shares
Amount
in Capital
Deficit
Stock
Equity
Balance at September 30, 2023
16,567,185
$
1,789
$
60,288,745
$
( 25,701,413 )
$
( 132 )
$
34,588,989
Net income
—
—
—
2,042,195
—
2,042,195
Dividends on common stock ( $ 0.06 per share on 16,567,185 shares)
—
—
—
( 994,031 )
—
( 994,031 )
Balance at December 31, 2023
16,567,185
$
1,789
$
60,288,745
$
( 24,653,249 )
$
( 132 )
$
35,637,153
Net loss
—
—
—
( 1,108,828 )
—
( 1,108,828 )
Vested restricted stock award
10,401
1
35,555
—
—
35,556
Balance at March 31, 2024
16,577,586
1,790
60,324,300
( 25,762,077 )
( 132 )
34,563,881
Net income
—
—
—
17,513,627
—
17,513,627
Treasury stock purchased by company
( 6,901 )
—
( 41,379 )
—
( 1 )
( 41,380 )
Balance at June 30, 2024
16,570,685
1,790
60,282,921
( 8,248,450 )
( 133 )
52,036,128
Net income
—
—
—
6,658,016
—
6,658,016
Balance at September 30, 2024
16,570,685
$
1,790
$
60,282,921
$
( 1,590,434 )
$
( 133 )
$
58,694,144
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
F-8
Table of Contents
ENERGY SERVICES OF AMERICA CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.
BUSINESS AND ORGANIZATION:
Energy Services of America Corporation (“Energy Services” or the “Company”), formed in 2006, is a contractor and service company that operates primarily in the mid-Atlantic and central regions of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. For the gas industry, the Company is primarily engaged in the construction, replacement and repair of natural gas pipelines and storage facilities for utility companies and private natural gas companies. Energy Services is involved in the construction of both interstate and intrastate pipelines, with an emphasis on the latter. For the oil industry, the Company provides a variety of services relating to pipeline, storage facilities and plant work. For the power, chemical, and automotive industries, the Company provides a full range of electrical and mechanical installations and repairs including substation and switchyard services, site preparation, equipment setting, pipe fabrication and installation, packaged buildings, transformers, and other ancillary work with regards thereto. 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 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. The Company had consolidated operating revenues of $ 351.9 million for the fiscal year ended September 30, 2024, of which 53.2 % was attributable to electrical, mechanical, and general contract services, 23.5 % to gas and petroleum transmission projects, and 23.3 % to gas & water distributions services .
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Revenue Recognition
The Company recognizes revenue as performance obligations are satisfied and control of the promised goods and service is transferred to the customer. For Lump Sum and Unit Price contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost to cost”) method. For Cost Plus and Time and Material (“T&M”) contracts, revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward satisfaction of the performance obligation(s) using an output method.
The Company does have certain service and maintenance contracts in which each customer purchase order is considered its own performance obligation recognized over time and would be recognized depending on the type of contract mentioned above. The Company also does certain T&M service work that is generally completed in a short duration and is recognized at a point in time.
All contract costs, including those associated with affirmative claims, change orders and back charges, are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors and outside equipment providers, direct overhead costs and internal equipment expense (primarily depreciation, fuel, maintenance, and repairs).
The Company recognizes revenue, but not profit, on certain uninstalled materials. Revenue on these uninstalled materials is recognized when the cost is incurred (when control is transferred), but the associated profit is not recognized until the materials are installed. The costs of uninstalled materials are tracked separately within the Company’s accounting software.
Pre-contract and bond costs, if required, and mobilization costs on projects are generally immaterial to the total value of the Company’s contracts and are expensed when incurred. As a practical expedient, the Company recognizes these incremental costs as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. For projects expected to last greater than one year, mobilization costs are capitalized as incurred and amortized over the expected duration of the project. For these projects, mobilization costs will be tracked separately in the Company’s accounting software. This includes costs associated with setting up a project lot or lay-down yard, equipment, tool and supply transportation, temporary facilities and utilities and worker qualification and safety training.
F-9
Table of Contents
Contracts may require the Company to warranty that work is performed in accordance with the contract; however, the warranty is not priced separately, and the Company does not offer customers an option to purchase a warranty.
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, Tribute 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, Tribute and C.J. Hughes and its subsidiaries.
Use of Estimates and Assumptions
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America (“U.S.GAAP”), requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and loss during the reporting period. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
Energy Services considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.
Fair Value Measurements
The “Fair Value Measurement” Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and specifies disclosures about fair value measurements.
Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The “Fair Value Measurement” Topic establishes a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date.
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets.
Level 2 — Observable inputs other than Level 1 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. Level 2 also includes derivative contracts whose value is determined using a pricing model with observable market inputs or can be derived principally from or corroborated by observable market data.
Level 3 — Unobservable inputs supported by little or no market activity for financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation; also includes observable inputs for nonbinding single dealer quotes not corroborated by observable market data.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
The carrying amount for borrowings under the Company’s revolving credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. The fair value of the Company’s long term fixed-rate debt was estimated using a discounted cash flow analysis and a yield rate that was estimated based on the borrowing rates currently available
F-10
Table of Contents
to the Company for bank loans with similar terms and maturities. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 43.8 million at September 30, 2025 was $ 42.8 million. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 25.6 million at September 30, 2024 was $ 24.7 million.
All other current assets and liabilities are carried at a net realizable value which approximates fair value because of their short duration to maturity.
Accounts Receivable and Allowance for Doubtful Accounts
The Company’s accounts receivable consists of amounts that have been billed to customers. Collateral is generally not required. A majority of the Company’s contracts have monthly billing terms and payment terms within 30 to 45 days after invoices have been issued. The Company attempts to negotiate two-week billing terms and 15-day payment terms on larger projects. The timing of billings to customers may generate contract assets or contract liabilities. Certain construction contracts include retention provisions to provide assurance to our customers that we will perform in accordance with the contract terms and are therefore not considered a financing benefit. The balances billed but not paid by customers pursuant to these provisions generally become due upon completion and acceptance of the project work or products by the customer. We have determined there are no significant financing components in our contracts as of and for the years ended September 30, 2025 and 2024.
Retainage billed but not paid pursuant to contract provisions will be due upon completion of the contracts. Based on the Company’s experience, management considers all amounts classified as retainage receivable to be collectible. A majority of retainage receivable amounts are expected to be collected within the next fiscal year.
The Company provides an allowance for doubtful accounts when collection of an account or note receivable is considered doubtful, and receivables are written off against the allowance when deemed uncollectible. Inherent in the assessment of the allowance for doubtful accounts are certain judgments and estimates including, among others, the customer’s access to capital, the customer’s willingness or ability to pay, general economic conditions and the ongoing relationship with the customer.
Property and Equipment
Property and equipment are recorded at cost. Costs which extend the useful lives or increase the productivity of the assets are capitalized, while normal repairs and maintenance that do not extend the useful life or increase productivity of the asset are expensed as incurred. Property and equipment are depreciated principally on the straight-line method over the estimated useful lives of the assets: buildings 39 years ; operating equipment and vehicles 5 - 7 years ; and office equipment, furniture and fixtures 5 - 7 years .
Intangible Assets
Acquired intangible assets subject to amortization are amortized on a straight-line basis, which approximates the pattern in which the economic benefit of the respective intangible assets is realized, over their respective estimated useful lives. The definite-lived identifiable intangible assets recognized as part of the Company’s business combinations were initially recorded at their estimated fair value.
Impairment of Long-Lived Assets
A long-lived asset shall be tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to market value is required.
Claims
Claims are amounts in excess of the agreed contract price that a contractor seeks to collect from customers or others for customer-caused delays, errors in specifications and designs, contract terminations, change orders in dispute or unapproved as to both scope and price, or other causes of unanticipated additional costs. The Company records revenue on claims that management believes are probable. Revenue from a claim is recorded only to the extent that contract costs relating to the claim have been incurred.
F-11
Table of Contents
Self -Insurance
The Company has its workers compensation, general liability and auto insurance through a captive insurance company. While the Company believes that this arrangement has been very beneficial in reducing and stabilizing insurance costs, the Company has to maintain a surety deposit to guarantee payment of premiums. The surety deposit had a balance of $ 2.1 million and $ 2.0 million as of September 30, 2025 and 2024, respectively, which is in “Prepaid expenses and other” on the Company’s Consolidated Balance Sheets. Should the captive experience severe losses over an extended period, it could increase the Company’s insurance expense or surety deposit required.
Advertising
All advertising costs are expensed as incurred. Total advertising expenses were $ 294,000 and $ 279,000 for the years ended September 30, 2025 and 2024, respectively.
Stock Compensation Plans
The Company accounts for its equity-based compensation as prescribed by U.S. GAAP for share-based payments. The Company has adopted a fair value-based method of accounting for employee equity-based plans, whereby compensation cost is measured at the grant date based on the fair value of the award and is recognized over the service period, which is usually the vesting period. As a result, compensation expense relating to stock compensation plans will be reflected in net income as part of “Selling and administrative expenses” on the consolidated statements of income.
Income Taxes
The Company and all subsidiaries file a consolidated federal and various state income tax returns on a fiscal year basis. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for years ending prior to September 30, 2022. The Company follows the liability method of accounting for income taxes in accordance with U.S. GAAP. Under this method, deferred tax assets and liabilities are recorded for future tax consequences of temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the underlying assets or liabilities are recovered or settled. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that a deferred tax asset will not be realized.
U.S. GAAP also prescribes a comprehensive model for how companies should recognize, measure, present and disclose in their financial statements uncertain tax positions taken or to be taken on a tax return. This evaluation is a two-step process. First, the recognition process determines if it is more likely than not that a tax position will be sustained based on the merits of the tax position upon examination by the appropriate taxing authority. Second, a measurement process is calculated to determine the amount of benefit/expense to recognize in the financial statements if a tax position meets the more likely than not recognition threshold. The tax position is measured at the greatest amount of benefit/expense that is more likely than not of being realized upon ultimate settlement. Any interest and penalty related to the unrecognized tax benefits, as the result of recognition of tax obligations resulting from uncertain tax positions, are included in general and administrative expenses. The Company had not recognized any uncertain tax positions at September 30, 2025 or 2024.
Earnings Per Common Share
Basic earnings per share is computed using the weighted average number of common shares outstanding during the year, and diluted earnings per share is computed using the weighted average number of common shares outstanding during the year adjusted for all potentially dilutive common stock equivalents, except in cases where the effect of the common stock equivalent would be anti-dilutive.
Collective Bargaining Agreements
Certain Energy Services subsidiaries are party to collective bargaining agreements with unions representing members that are employed by the Company. The agreements require such subsidiaries to pay specified wages and provide certain benefits to the union employees. These agreements expire at various times and have typically been renegotiated and renewed on terms that are similar to the ones contained in the expiring agreements.
F-12
Table of Contents
Under certain collective bargaining agreements, the applicable Energy Services subsidiary is required to make contributions to multi-employer pension plans. If the subsidiary were to cease participation in one or more of these plans, a liability could potentially be assessed related to any underfunding of these plans. The amount of such an assessment, were one to be made, cannot be reasonably estimated.
Litigation Costs
The Company recognizes reserves when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Litigation costs are expensed as incurred.
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), any excess of par or stated value over the cost of treasury shares is credited to additional paid-in capital.
New Accounting Pronouncements
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.
3.
ACCOUNTING FOR PPP LOANS
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $ 13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $ 3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $ 9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $ 9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021.
During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. 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. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued financial statements of the Company that were included in the Reports. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $ 9.8 million, plus accrued interest for all periods presented.
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, 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. As of September 30, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.
F-13
Table of Contents
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. The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
4.
REVENUE RECOGNITION
Our revenue is primarily derived from construction contracts that can span several quarters. We recognize revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606” or “Topic 606”) which provides for a five-step model for recognizing revenue from contracts with customers as follows:
1. Identify the contract
2. Identify performance obligations
3. Determine the transaction price
4. Allocate the transaction price
5. Recognize revenue
The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include:
● the completeness and accuracy of the original bid;
● costs associated with scope changes;
● changes in costs of labor and/or materials;
● extended overhead and other costs due to owner, weather and other delays;
● subcontractor performance issues;
● changes in productivity expectations;
● site conditions that differ from those assumed in the original bid;
● changes from original design on design-build projects;
● the availability and skill level of workers in the geographic location of the project;
● a change in the availability and proximity of equipment and materials;
● our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and
● the customer’s ability to properly administer the contract.
The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects, could have a significant effect on our profitability.
Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. Except for customer affirmative claims, generally, such unbilled amounts will become billable according to the contract terms and generally will be billed and collected over the next three months. Settlement with the customer of outstanding affirmative claims is dependent on the claims resolution process and could extend beyond one year. Based on our historical experience, we generally consider the collection risk related to billable amounts to be low. When events or conditions indicate that it is probable that the amounts outstanding become unbillable, the transaction price and associated contract asset is reduced.
Our contract liabilities consist of provisions for losses and billings in excess of costs and estimated earnings. Provisions for losses, if incurred, are recognized in the consolidated statements of income at the uncompleted performance obligation level for total estimated losses in the period that evidence indicates that the estimated total cost of a performance obligation exceeds its estimated total revenue. Billings in excess of costs and estimated earnings are billings to customers on contracts in advance of work performed, including advance payments negotiated as a contract condition. Generally, unearned project-related costs will be earned over the next twelve months.
F-14
Table of Contents
5. 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; materials; 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.
F-15
Table of Contents
The following tables show segment financial information for the periods presented. All revenues are from external customers.
Underground Infrastructure
Industrial
Building
Year Ended September 30, 2025
Construction
Construction
Construction
Total
Revenues
$
222,966,841
$
138,935,139
$
49,099,393
$
411,001,373
Segment direct operating expenses (excluding depreciation)
195,094,334
123,226,874
42,305,970
360,627,178
Direct depreciation expense
9,080,976
2,517,506
—
11,598,482
Segment gross profit
18,791,531
13,190,759
6,793,423
38,775,713
Segment gross profit percentage
8.4
%
9.5
%
13.8
%
9.4
%
Selling, general, and administrative expenses
19,685,274
3,966,742
3,169,360
26,821,376
Indirect depreciation expense
—
—
357,763
357,763
Intangible asset amortization expenses
1,040,277
24,216
—
1,064,493
Segment indirect operating expenses
20,725,551
3,990,958
3,527,123
28,243,632
Segment income from operations
( 1,934,020 )
9,199,801
3,266,300
10,532,081
Segment operating margin percentage
( 0.9 )
%
6.6
%
6.7
%
2.6
%
Corporate and non-allocated costs
6,310,429
Corprate depreciation expense
6,179
Total consolidated income from operations
$
4,215,473
Underground Infrastructure
Industrial
Building
Year Ended September 30, 2024
Construction
Construction
Construction
Total
Revenues
$
189,104,106
$
104,054,034
$
58,718,721
$
351,876,861
Segment direct operating expenses (excluding depreciation)
152,792,852
90,504,731
50,393,467
293,691,050
Direct depreciation expense
5,955,467
2,276,028
—
8,231,495
Segment gross profit
30,355,787
11,273,275
8,325,254
49,954,316
Segment gross profit percentage
16.1
%
10.8
%
14.2
%
14.2
%
Selling, general, and administrative expenses
18,365,153
3,358,644
3,132,795
24,856,592
Indirect depreciation expense
—
—
303,278
303,278
Intangible asset amortization expenses
432,569
6,054
—
438,623
Segment indirect operating expenses
18,797,722
3,364,698
3,436,073
25,598,493
Segment income from operations
11,558,065
7,908,577
4,889,181
24,355,823
Segment operating margin percentage
6.1
%
7.6
%
8.3
%
6.9
%
Corporate and non-allocated costs
4,515,950
Corprate depreciation expense
4,627
Total consolidated income from operations
$
19,835,246
F-16
Table of Contents
The following tables show segment property, plant and equipment, at cost, less accumulated depreciation for the periods presented:
At September 30, 2025
Underground Infrastructure
Industrial
Building
Property, plant and equipment, at cost, less accumulated depreciation
Construction
Construction
Construction
Total
Segments
$
38,062,083
$
14,206,055
$
1,161,970
$
53,430,108
Corporate
—
—
—
37,859
Total
$
38,062,083
$
14,206,055
$
1,161,970
$
53,467,967
At September 30, 2024
Underground Infrastructure
Industrial
Building
Property, plant and equipment, at cost, less accumulated depreciation
Construction
Construction
Construction
Total
Segments
$
22,807,607
$
14,279,280
$
1,036,669
$
38,123,556
Corporate
—
—
—
12,158
Total
$
22,807,607
$
14,279,280
$
1,036,669
$
38,135,714
The following tables show interim segment financial information for the fiscal year ended September 30, 2024:
Underground Infrastructure
Industrial
Building
Three Months Ended December 31, 2023
Construction
Construction
Construction
Total
Revenues
$
52,107,145
$
22,637,486
$
15,418,556
$
90,163,187
Segment direct operating expenses (excluding depreciation)
43,570,180
20,443,726
13,318,109
77,332,015
Direct depreciation expense
1,459,758
532,453
—
1,992,211
Segment gross profit
7,077,207
1,661,307
2,100,447
10,838,961
Segment gross profit percentage
13.6
%
7.3
%
13.6
%
12.0
%
Selling, general, and administrative expenses
4,473,880
766,937
736,131
5,976,948
Indirect depreciation expense
—
—
75,111
75,111
Intangible asset amortization expenses
108,142
—
—
108,142
Segment indirect operating expenses
4,582,022
766,937
811,242
6,160,201
Segment income from operations
2,495,185
894,370
1,289,205
4,678,760
Segment operating margin percentage
4.8
%
4.0
%
8.4
%
5.2
%
Corporate and non-allocated costs
1,037,362
Corprate depreciation expense
1,157
Total consolidated income from operations
$
3,640,241
F-17
Table of Contents
Underground Infrastructure
Industrial
Building
Three Months Ended March 31, 2024
Construction
Construction
Construction
Total
Revenues
$
34,330,863
$
24,473,527
$
12,323,265
$
71,127,655
Segment direct operating expenses (excluding depreciation)
30,237,638
21,994,382
10,619,858
62,851,878
Direct depreciation expense
1,473,250
562,973
—
2,036,223
Segment gross profit
2,619,975
1,916,172
1,703,407
6,239,554
Segment gross profit percentage
7.6
%
7.8
%
13.8
%
8.8
%
Selling, general, and administrative expenses
4,523,010
796,106
820,744
6,139,860
Indirect depreciation expense
—
—
76,089
76,089
Intangible asset amortization expenses
108,142
—
—
108,142
Segment indirect operating expenses
4,631,152
796,106
896,833
6,324,091
Segment (losss) income from operations
( 2,011,177 )
1,120,066
806,574
( 84,537 )
Segment operating margin percentage
( 5.9 )
%
4.6
%
6.5
%
( 0.1 )
%
Corporate and non-allocated costs
996,703
Corprate depreciation expense
1,157
Total consolidated loss from operations
$
( 1,082,397 )
Underground Infrastructure
Industrial
Building
Six Months Ended March 31, 2024
Construction
Construction
Construction
Total
Revenues
$
86,438,008
$
47,111,013
$
27,741,821
$
161,290,842
Segment direct operating expenses (excluding depreciation)
73,807,818
42,438,108
23,937,967
140,183,893
Direct depreciation expense
2,933,008
1,095,426
—
4,028,434
Segment gross profit
9,697,182
3,577,479
3,803,854
17,078,515
Segment gross profit percentage
11.2
%
7.6
%
13.7
%
10.6
%
Selling, general, and administrative expenses
8,996,890
1,563,043
1,556,875
12,116,808
Indirect depreciation expense
—
—
151,200
151,200
Intangible asset amortization expenses
216,284
—
—
216,284
Segment indirect operating expenses
9,213,174
1,563,043
1,708,075
12,484,292
Segment income from operations
484,008
2,014,436
2,095,779
4,594,223
Segment operating margin percentage
0.6
%
4.3
%
7.6
%
2.8
%
Corporate and non-allocated costs
2,034,065
Corprate depreciation expense
2,314
Total consolidated income from operations
$
2,557,844
F-18
Table of Contents
Underground Infrastructure
Industrial
Building
Three Months Ended June 30, 2024
Construction
Construction
Construction
Total
Revenues
$
45,477,986
$
26,634,201
$
13,811,573
$
85,923,760
Segment direct operating expenses (excluding depreciation)
34,784,050
21,887,962
11,864,998
68,537,010
Direct depreciation expense
1,494,558
584,368
-
2,078,926
Segment gross profit
9,199,378
4,161,871
1,946,575
15,307,824
Segment gross profit percentage
20.2
%
15.6
%
14.1
%
17.8
%
Selling, general, and administrative expenses
4,090,563
862,948
781,805
5,735,316
Indirect depreciation expense
—
—
76,194
76,194
Intangible asset amortization expenses
108,142
—
—
108,142
Segment indirect operating expenses
4,198,705
862,948
857,999
5,919,652
Segment income from operations
5,000,673
3,298,923
1,088,576
9,388,172
Segment operating margin percentage
11.0
%
12.4
%
7.9
%
10.9
%
Corporate and non-allocated costs
894,383
Corprate depreciation expense
1,156
Total consolidated income from operations
$
8,492,633
Underground Infrastructure
Industrial
Building
Nine months Ended June 30, 2024
Construction
Construction
Construction
Total
Revenues
$
131,915,994
$
73,745,214
$
41,553,394
$
247,214,602
Segment direct operating expenses (excluding depreciation)
108,591,868
64,326,070
35,802,965
208,720,903
Direct depreciation expense
4,427,566
1,679,794
—
6,107,360
Segment gross profit
18,896,560
7,739,350
5,750,429
32,386,339
Segment gross profit percentage
14.3
%
10.5
%
13.8
%
13.1
%
Selling, general, and administrative expenses
13,087,453
2,425,991
2,338,680
17,852,124
Indirect depreciation expense
—
—
227,394
227,394
Intangible asset amortization expenses
324,426
—
—
324,426
Segment indirect operating expenses
13,411,879
2,425,991
2,566,074
18,403,944
Segment income from operations
5,484,681
5,313,359
3,184,355
13,982,395
Segment operating margin percentage
4.2
%
7.2
%
7.7
%
5.7
%
Corporate and non-allocated costs
2,928,448
Corprate depreciation expense
3,470
Total consolidated income from operations
$
11,050,477
F-19
Table of Contents
The following tables show interim segment financial information for the fiscal year ended September 30, 2025:
Underground Infrastructure
Industrial
Building
Three Months Ended December 31, 2024
Construction
Construction
Construction
Total
Revenues
$
52,820,146
$
35,396,513
$
12,429,455
$
100,646,114
Segment direct operating expenses (excluding depreciation)
45,045,769
31,870,920
10,981,521
87,898,210
Direct depreciation expense
1,842,414
641,908
—
2,484,322
Segment gross profit
5,931,963
2,883,685
1,447,934
10,263,582
Segment gross profit percentage
11.2
%
8.1
%
11.6
%
10.2
%
Selling, general, and administrative expenses
4,759,449
983,393
781,811
6,524,653
Indirect depreciation expense
—
—
82,486
82,486
Intangible asset amortization expenses
124,809
—
—
124,809
Segment indirect operating expenses
4,884,258
983,393
864,297
6,731,948
Segment income from operations
1,047,705
1,900,292
583,637
3,531,634
Segment operating margin percentage
2.0
%
5.4
%
4.7
%
3.5
%
Corporate and non-allocated costs
1,884,516
Corprate depreciation expense
1,157
Total consolidated income from operations
$
1,645,961
Underground Infrastructure
Industrial
Building
Three Months Ended March 31, 2025
Construction
Construction
Construction
Total
Revenues
$
32,544,499
$
32,694,332
$
11,440,320
$
76,679,151
Segment direct operating expenses (excluding depreciation)
34,472,373
29,345,599
9,852,195
73,670,167
Direct depreciation expense
2,299,065
632,059
—
2,931,124
Segment gross (loss) profit
( 4,226,939 )
2,716,674
1,588,125
77,860
Segment gross profit percentage
( 13.0 )
%
8.3
%
13.9
%
0.1
%
Selling, general, and administrative expenses
4,780,036
980,765
795,810
6,556,611
Indirect depreciation expense
—
—
84,953
84,953
Intangible asset amortization expenses
141,476
—
—
141,476
Segment indirect operating expenses
4,921,512
980,765
880,763
6,783,040
Segment (loss) income from operations
( 9,148,451 )
1,735,909
707,362
( 6,705,180 )
Segment operating margin percentage
( 28.1 )
%
5.3
%
6.2
%
( 8.7 )
%
Corporate and non-allocated costs
1,384,859
Corprate depreciation expense
2,188
Total consolidated loss from operations
$
( 8,092,227 )
F-20
Table of Contents
Underground Infrastructure
Industrial
Building
Six Months Ended March 31, 2025
Construction
Construction
Construction
Total
Revenues
$
85,364,645
$
68,090,845
$
23,869,775
$
177,325,265
Segment direct operating expenses (excluding depreciation)
79,518,142
61,216,519
20,833,716
161,568,377
Direct depreciation expense
4,141,479
1,273,967
—
5,415,446
Segment gross profit
1,705,024
5,600,359
3,036,059
10,341,442
Segment gross profit percentage
2.0
%
8.2
%
12.7
%
5.8
%
Selling, general, and administrative expenses
9,539,485
1,964,158
1,577,621
13,081,264
Indirect depreciation expense
—
—
167,439
167,439
Intangible asset amortization expenses
266,285
—
—
266,285
Segment indirect operating expenses
9,805,770
1,964,158
1,745,060
13,514,988
Segment (loss) income from operations
( 8,100,746 )
3,636,201
1,290,999
( 3,173,546 )
Segment operating margin percentage
( 9.5 )
%
5.3
%
5.4
%
( 1.8 )
%
Corporate and non-allocated costs
3,269,375
Corprate depreciation expense
3,345
Total consolidated loss from operations
$
( 6,446,266 )
Underground Infrastructure
Industrial
Building
Three Months Ended June 30, 2025
Construction
Construction
Construction
Total
Revenues
$
55,384,307
$
35,044,725
$
13,172,553
$
103,601,585
Segment direct operating expenses (excluding depreciation)
45,879,667
31,393,379
11,310,572
88,583,618
Direct depreciation expense
2,410,049
625,320
—
3,035,369
Segment gross profit
7,094,591
3,026,026
1,861,981
11,982,598
Segment gross profit percentage
12.8
%
8.6
%
14.1
%
11.6
%
Selling, general, and administrative expenses
5,530,973
1,029,731
713,973
7,274,677
Indirect depreciation expense
—
—
90,429
90,429
Intangible asset amortization expenses
174,812
18,162
—
192,974
Segment indirect operating expenses
5,705,785
1,047,893
804,402
7,558,080
Segment income from operations
1,388,806
1,978,133
1,057,579
4,424,518
Segment operating margin percentage
2.5
%
5.6
%
8.0
%
4.3
%
Corporate and non-allocated costs
1,255,048
Corprate depreciation expense
1,417
Total consolidated income from operations
$
3,168,053
F-21
Table of Contents
Underground Infrastructure
Industrial
Building
Nine Months Ended June 30, 2025
Construction
Construction
Construction
Total
Revenues
$
140,748,952
$
103,135,570
$
37,042,328
$
280,926,850
Segment direct operating expenses (excluding depreciation)
125,397,809
92,609,898
32,144,288
250,151,995
Direct depreciation expense
6,551,528
1,899,287
—
8,450,815
Segment gross profit
8,799,615
8,626,385
4,898,040
22,324,040
Segment gross profit percentage
6.3
%
8.4
%
13.2
%
7.9
%
Selling, general, and administrative expenses
15,070,458
2,993,889
2,291,594
20,355,941
Indirect depreciation expense
—
—
257,868
257,868
Intangible asset amortization expenses
441,097
18,162
—
459,259
Segment indirect operating expenses
15,511,555
3,012,051
2,549,462
21,073,068
Segment (loss) income from operations
( 6,711,940 )
5,614,334
2,348,578
1,250,972
Segment operating margin percentage
( 4.8 )
%
5.4
%
6.3
%
0.4
%
Corporate and non-allocated costs
4,524,423
Corprate depreciation expense
4,762
Total loss from operations
$
( 3,278,213 )
6 .
DISAGGREGATION OF REVENUE
The Company disaggregates revenue based on the following lines of service: (1) Gas & Water Distribution, (2) Gas & Petroleum Transmission, and (3) Electrical, Mechanical, & General services and construction. Our contract types are: Lump Sum, Unit Price, Cost Plus and T&M. The following tables present our disaggregated revenue for the fiscal years ended September 30, 2025 and 2024:
Twelve Months Ended September 30, 2025
Electrical,
Gas & Water
Gas & Petroleum
Mechanical,
Total revenue
Distribution
Transmission
& General
from contracts
Lump sum contracts
$
—
$
—
$
141,753,561
$
141,753,561
Unit price contracts
149,574,917
48,061,502
4,139,223
201,775,642
Cost plus and T&M contracts
—
16,524,635
50,947,535
67,472,170
Total revenue from contracts
$
149,574,917
$
64,586,137
$
196,840,319
$
411,001,373
Earned over time
$
84,260,791
$
48,061,502
$
152,546,419
$
284,868,712
Earned at point in time
65,314,126
16,524,635
44,293,900
126,132,661
Total revenue from contracts
$
149,574,917
$
64,586,137
$
196,840,319
$
411,001,373
Twelve Months Ended September 30, 2024
Electrical,
Gas & Water
Gas & Petroleum
Mechanical,
Total revenue
Distribution
Transmission
& General
from contracts
Lump sum contracts
$
—
$
—
$
121,997,872
$
121,997,872
Unit price contracts
82,426,199
71,265,020
4,141,938
157,833,157
Cost plus and T&M contracts
—
9,790,155
62,255,677
72,045,832
Total revenue from contracts
$
82,426,199
$
81,055,175
$
188,395,487
$
351,876,861
Earned over time
$
9,541,650
$
71,265,020
$
133,898,665
$
214,705,335
Earned at point in time
72,884,549
9,790,155
54,496,822
137,171,526
Total revenue from contracts
$
82,426,199
$
81,055,175
$
188,395,487
$
351,876,861
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
F-22
Table of Contents
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.
7 .
CONTRACT BALANCES
The Company’s accounts receivable consists of amounts that have been billed to customers and collateral is generally not required. Most of the Company’s contracts have monthly billing terms; however, billing terms for some are based on project completion. Payment terms are generally within 30 to 45 days after invoices have been issued. The Company attempts to negotiate two-week billing terms and 15-day payment terms on larger projects. The timing of billings to customers may generate contract assets or contract liabilities.
During the twelve months ended September 30, 2025, we recognized revenue of $ 16.9 million that was included in the contract liability balance at September 30, 2024.
Accounts receivable-trade, net of allowance for doubtful accounts, contract assets and contract liabilities consisted of the following:
September 30, 2025
September 30, 2024
Change
Accounts receivable-trade, net of allowance for doubtful accounts
$
76,048,448
$
56,064,318
$
19,984,130
Contract assets
Cost and estimated earnings in excess of billings
$
34,455,011
$
24,595,792
$
9,859,219
Contract liabilities
Billings in excess of cost and estimated earnings
$
28,318,765
$
16,950,988
$
11,367,777
8 .
PERFORMANCE OBLIGATIONS
The changes in contract transaction price can occur from items such as executed or estimated change orders, and unresolved contract modifications and claims.
For the year ended September 30, 2025, there was no significant amount of revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2024.
For the year ended September 30, 2024, there was no significant amount of revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2023.
At September 30, 2025, the Company had $ 205.1 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized in less than twelve months.
9.
ALLOWANCE FOR DOUBTFUL ACCOUNTS
Activity in the Company’s allowance for doubtful accounts consists of the following:
September 30,
September 30,
2025
2024
Balance at beginning of period
$
738,526
$
51,063
Charged to expense
423,750
687,463
Deductions for uncollectible receivables written off, net of recoveries
( 640,660 )
—
Balance at end of period
$
521,616
$
738,526
F-23
Table of Contents
10.
UNCOMPLETED CONTRACTS
Costs and estimated earnings in excess of billings on uncompleted contracts are included in contract assets on the Consolidated Balance Sheets. Billings in excess of costs and estimated earnings on uncompleted contracts are included in contract liabilities on the Consolidated Balance Sheets.
Costs, estimated earnings, and billings on uncompleted contracts are summarized as follows:
September 30,
September 30,
2025
2024
Costs incurred on contracts in progress
$
471,208,654
$
347,180,901
Estimated earnings, net of estimated losses
71,159,322
59,349,378
542,367,976
406,530,279
Less billings to date
536,231,730
398,885,475
$
6,136,246
$
7,644,804
Costs and estimated earnings in excess of billed on uncompleted contracts
$
34,455,011
$
24,595,792
Less billings in excess of costs and estimated earnings on uncompleted contracts
28,318,765
16,950,988
$
6,136,246
$
7,644,804
The Company’s unaudited backlog at September 30, 2025, and September 30, 2024, was $ 259.7 million and $ 243.2 million, respectively.
11.
CLAIMS
The Company does not have any claims receivable as of September 30, 2025 and 2024. Claims receivable is a component of contract assets.
12.
PROVISION FOR LOSS
The Company did no t have a provision for loss at the fiscal years ended September 30, 2025 and 2024.
13.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following:
September 30,
September 30,
2025
2024
Land
$
3,569,840
$
3,258,838
Buildings and leasehold improvements
12,376,476
11,534,943
Operating equipment and vehicles
98,037,108
75,768,103
Office equipment, furniture and fixtures
1,054,451
1,235,965
Assets not yet in service
411,097
87,772
115,448,972
91,885,621
Less accumulated depreciation
61,981,005
53,749,907
Property, plant and equipment, net
$
53,467,967
$
38,135,714
F-24
Table of Contents
14.
SHORT-TERM DEBT
Operating Line of Credit
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 %.
The line of credit is limited to a borrowing base calculation as summarized below:
September 30, 2025
September 30, 2024
Eligible borrowing base
$
27,657,997
$
25,089,446
Borrowed on line of credit
24,750,000
4,500,000
Line of credit balance available
$
2,907,997
$
20,589,446
Interest rate
7.25
%
8.5
%
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:
● Minimum tangible net worth of $ 28.0 million,
● Minimum traditional debt service coverage of 1.50x on a rolling twelve- month basis,
● Minimum current ratio of 1.20x ,
● Maximum debt to tangible net worth ratio (“TNW”) of 2.75x ,
● Each ratio and covenant shall be determined, tested, and measured as of each calendar quarter beginning June 30, 2023,
● The Company shall maintain a ratio of Maximum Senior Funded Debt (“SFD”) to Earnings before Interest, Taxes, Depreciation and Amortization (“EBDITA”) equal to or less than 3.5 :1. SFD shall mean any funded debt or lease of the Company, other than subordinated debt. The covenant shall be tested quarterly, at the end of each fiscal quarter, with EBITDA based on the preceding four quarters.
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. 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
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $ 13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $ 3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $ 9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $ 9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021.
F-25
Table of Contents
During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. 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. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued audited financial statements of the Company for fiscal 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $ 9.8 million, plus accrued interest.
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, 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. 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. The SBA could revisit its forgiveness decision and determine that the Company does not qualify in whole or in part for loan forgiveness and demand repayment of the loans. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
F-26
Table of Contents
15.
SHORT-TERM AND LONG-TERM DEBT
A summary of short-term and long-term debt as of September 30, 2025 and 2024 is as follows:
September 30,
September 30,
2025
2024
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.
$
24,750,000
$
4,500,000
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.
5,878,041
7,802,313
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.
10,401,366
10,292,676
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.
390,328
1,134,185
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.
5,415,401
1,787,009
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.
14,164,413
—
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.
710,466
762,670
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.
1,411,890
2,024,847
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.
4,910,097
—
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.
461,000
—
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.
500,000
940,000
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.
2,961,211
4,359,883
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.
250,000
250,000
Total debt
$
72,204,213
$
33,853,583
Less current maturities
21,948,182
16,665,591
Total long term debt
$
50,256,031
$
17,187,992
At September 30, 2025, future expected payments due on short-term and long-term debt are as follows:
2026
$
21,948,182
2027
34,649,826
2028
6,552,086
2029
4,291,722
2030
3,637,104
Thereafter
1,125,293
$
72,204,213
F-27
Table of Contents
16.
INCOME TAXES
The components of income taxes are as follows:
Year Ended September 30,
2025
2024
Federal
Current
$
—
$
7,218,772
Deferred
( 10,255 )
( 364,036 )
Total
( 10,255 )
6,854,736
State
Current
222,535
1,576,518
Deferred
272,894
( 15,587 )
Total
495,429
1,560,931
Total income tax expense
$
485,174
$
8,415,667
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. Significant judgments and estimates are required in the determination of the consolidated income tax expense. 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, 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. Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income or loss, non-taxable and non-deductible expenses.
Twelve Months Ended
September 30, 2025
September 30, 2024
Statutory rate
21.0
%
21.0
%
Permanent difference
35.7
%
—
State income taxes
13.4
%
4.7
%
Meals and other
( 14.0 )
%
( 0.6 )
%
Effective tax rate
56.1
%
25.1
%
Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, which will result in taxable or deductible amounts in the future. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
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. The state net operating loss carryforwards begin to expire in 2026.
F-28
Table of Contents
The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:
September 30,
September 30,
2025
2024
Deferred tax liabilities
Property and equipment
$
10,057,004
$
7,437,645
Other
1,483,362
1,509,487
Total deferred tax liabilities
$
11,540,366
$
8,947,132
Deferred income tax assets
Accruals and other
$
3,215,102
$
2,325,671
Net operating loss carryforward-Federal
1,451,126
-
Net operating loss carryforward-States
824,539
663,548
Net operating loss valuation allowance-States
( 703,928 )
( 532,975 )
Total deferred tax assets
$
4,786,839
$
2,456,244
Total net deferred tax liabilities
$
6,753,527
$
6,490,888
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations. The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in general and administrative expenses.
17.
EARNINGS PER SHARE
Earnings per share for the years ended September 30, 2025, and 2024 are as follow:
Twelve Months Ended
Twelve Months Ended
September 30,
September 30,
2025
2024
Net income
$
379,708
$
25,105,010
Weighted average shares outstanding-basic
16,643,495
16,570,289
Weighted average shares outstanding-diluted
16,686,283
16,608,038
Earnings per share available to common shareholders
$
0.02
$
1.52
Earnings per share available to common shareholders-diluted
$
0.02
$
1.51
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.
F-29
Table of Contents
18.
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 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.
The repurchases of Energy Services of America Corporation’s shares of its common stock during the twelve months ended September 30, 2025 was as follows:
Total
Maximum Number of
Number of
Average
Value of Shares Purchased
Shares That May Yet Be
Shares
Price Paid
as Part of Publicly Announced
Purchased Under
Period
Purchased
Per Share
Plans or Programs
the Plans or Programs
May 2025
106,392
$
7.94
$
844,230
786,707
Total
106,392
$
7.94
$
844,230
786,707
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:
Total
Maximum Number of
Number of
Average
Value of Shares Purchased
Shares That May Yet Be
Shares
Price Paid
as Part of Publicly Announced
Purchased Under
Period
Purchased
Per Share
Plans or Programs
the Plans or Programs
May 2024
6,901
$
6.00
$
41,379
893,099
Total
6,901
$
6.00
$
41,379
893,099
19.
LONG TERM INCENTIVE PLAN
On February 16, 2022, the stockholders of Energy Services approved the Company’s 2022 Equity Incentive Plan (the “Equity Incentive Plan”), which provides for the grant of stock-based awards to officers and employees of the Company and its subsidiaries. The maximum number of shares of stock, in the aggregate, that may be granted under the Equity Incentive Plan as stock options, restricted stock or restricted stock units is 1,500,000 shares. 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, 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:
Exercised or
Outstanding at the
Granted during the
converted during the
Forfeited during the
Expired during the
Exercisable or
fiscal year ended
Twelve Months Ended
Twelve Months Ended
Twelve Months Ended
Twelve Months Ended
Outstanding at
convertible at
September 30,
September 30,
September 30,
September 30,
September 30,
September 30,
September 30,
2024
2025
2025
2025
2025
2025
2025
1,435,439
3,970
—
—
—
1,431,469
—
restricted stock award vesting
FY 2026
22,843
FY 2027
9,510
FY 2028
1,322
33,675
F-30
Table of Contents
20 .
RELATED PARTY TRANSACTIONS
We intend that all transactions between us and our executive officers, directors, holders of 10% or more of the shares of any class of our common stock and affiliates thereof, will be on terms no less favorable than those terms given to unaffiliated third parties and will be approved by a majority of our independent outside directors not having any interest in the transaction.
On April 29, 2022, the Company entered into a $ 1.0 million promissory note agreement with Corns Enterprises as partial consideration for the purchase of Tri-State Paving. 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 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 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. Development is a variable interest entity (“VIE”) that is 75 % owned by 1030 Quarrier Ventures, LLC (“Ventures”) and 25 % owned by SQP. SQP is not the primary beneficiary of the VIE and therefore will not consolidate Development into its consolidated financial statements. Instead, SQP will apply the equity method of accounting for its investment in Development. Development, a 1 % owner, and United Bank, a 99 % owner, formed 1030 Quarrier Landlord, LLC (“Landlord”). Landlord decided to pursue the following development project (the “Project”): a historical building at 1030 Quarrier Street, Charleston, West Virginia as well as associated land (the “Property”) was purchased to be developed/rehabilitated into a commercial project including apartments and commercial space. Upon the completion of development, the Property will be used to generate rental income. SQP has been awarded the construction contract for the Project. United Bank provided $ 5.0 million in loans to fund the Project. SQP and Ventures have jointly provided an unconditional guarantee for the $ 5.0 million of obligations associated with the Project.
CJ Hughes entered into an agreement, cancelable at any time, with Construction Specialty Services (“CSS”), which is owned by Chuck Austin, the President of CJ Hughes. CSS rents equipment, periodically, to and as requested by CJ Hughes. The equipment rental rates are below the rates that the equipment can be rented from any unaffiliated rental company. CJ Hughes is not obliged to rent any equipment and does so only when CJ Hughes does not have equipment available of its own and would otherwise need to rent such equipment as the demand increases throughout the construction season. In the fiscal years 2024 and 2025, the rental amounts for these specific years were $ 339,000 , and $ 318,000 , respectively.
Other than mentioned above, there were no new material related party transactions entered into during the fiscal year ended September 30, 2025.
Certain Energy Services subsidiaries routinely engage in transactions in the normal course of business with each other, including sharing employee benefit plan coverage, payment for insurance and other expenses on behalf of other affiliates, and other services incidental to business of each of the affiliates. All revenue and related expense transactions, as well as the related accounts payable and accounts receivable have been eliminated in consolidation.
21.
LEASE OBLIGATIONS
The Company leases office space for SQP for $ 1,500 per month. 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. 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 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.
F-31
Table of Contents
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 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 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 has a right-of-use operating lease acquired on March 28, 2023. This lease, for the Winchester, Kentucky facility, had a net present value of $ 290,000 at inception and a carrying value of $ 44,000 at September 30, 2025. The 7.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
Schedules related to the Company’s operating leases at fiscal year ended September 30, 2025 can be found below:
Operating Lease-Weighted Average Remaining Term
Years left
Remaining liability
Lease end
Fiscal year end
Operating lease 1
0.0
$
—
3/31/2025
2025
Operating lease 2
0.5
50,137
8/31/2026
2026
Operating lease 3
3.5
1,949,038
9/30/2028
2028
Operating lease 4
0.0
—
9/30/2024
2024
Operating lease 5
0.8
44,467
3/31/2026
2026
$
2,043,642
Weighted average remaining term
3.4
years
Operating Lease Maturity Schedule
2026
$
1,291,116
2027
799,632
2028
308,279
2029
101,426
2,500,453
Less amounts representing interest
( 456,811 )
Present value of operating lease liabilities
$
2,043,642
F-32
Table of Contents
Twelve Months Ended
Twelve Months Ended
September 30,
September 30,
Operating Lease Expense
2025
2024
Amortization
Operating lease 1
$
45,833
$
87,167
Operating lease 2
72,564
74,042
Operating lease 3
885,178
688,869
Operating lease 4
—
124,701
Operating lease 5
116,461
101,243
Total amortization
1,120,036
1,076,022
Interest
Operating lease 1
$
545
$
3,833
Operating lease 2
7,661
1,892
Operating lease 3
220,615
219,414
Operating lease 4
—
4,899
Operating lease 5
6,847
14,250
Total interest
235,668
244,288
Total amortization and interest
$
1,355,704
$
1,320,310
Twelve Months Ended
Twelve Months Ended
September 30,
September 30,
Cash Paid for Operating Leases
2025
2024
Operating lease 1
$
46,378
$
91,000
Operating lease 2
80,225
75,934
Operating lease 3
1,105,793
908,283
Operating lease 4
—
129,600
Operating lease 5
123,308
115,493
$
1,355,704
$
1,320,310
The Company rents equipment for use on construction projects with rental agreements being week to week or month to month. Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $ 16.3 million and $ 22.9 million for the years ended September 30, 2025, and 2024, respectively.
22.
MAJOR CUSTOMERS
The tables below present customers that represent 10.0 % or more of the Company’s revenue or accounts receivable, net of retention as of or for the fiscal years ended September 30, 2025, and 2024:
Twelve Months Ended
Twelve Months Ended
Revenue
September 30, 2025
September 30, 2024
TransCanada Corporation
*
10.4
%
All other
100.0
%
89.6
%
Total
100.0
%
100.0
%
* Less than 10.0 % and included in “All other” if applicable
Accounts receivable, net of retention
at September 30, 2025
at September 30, 2024
TransCanada Corporation
13.9
%
*
All other
86.1
%
100.0
%
Total
86.1
%
100.0
%
* Less than 10.0 % and included in “All other” if applicable
F-33
Table of Contents
Virtually all work performed for major customers was awarded under competitive bid fixed price or unit price arrangements. The loss of a major customer could have a severe impact on the profitability of the operations of the Company. However, due to the nature of the Company’s operations, the major customers and sources of revenues may change from year to year.
23.
RETIREMENT AND EMPLOYEE BENEFIT PLANS
In 2025 and 2024, C. J. Hughes maintained a tax-qualified 401(k) retirement plan for union employees. Employees can contribute up to 15 % of eligible wages, provided the compensation deferred for a plan year does not exceed the indexed dollar amount set by the Internal Revenue Service which was $ 23,500 for 2025 and $ 23,000 for 2024. C. J. Hughes matches $ 0.25 on each dollar contributed up to 6 % of eligible wages.
C. J. Hughes contributed $ 74,000 and $ 37,000 to the union plan for the fiscal years September 30, 2025 and 2024, respectively. Additionally, each plan year, C. J. Hughes may make a discretionary profit-sharing contribution for participants who are actively employed on the last day of the plan year. No discretionary profit-sharing contribution was made for the 2025 or 2024 plan year.
Effective January 1, 2010, Energy Services became the successor plan sponsor of the C. J. Hughes Construction Company, Inc. 401(k) Plan for non-union employees (the “Plan”). The Plan was renamed the Energy Services of America Staff 401(k) Retirement Savings Plan. Employees are eligible to participate in the Plan upon completion of six months of service but must wait until a quarterly entry to join the Plan. 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. The matching contribution formula for the Plan was 100 % of each dollar contributed for the first 3% of eligible wages and 50 % of each dollar contributed for the next 3% of eligible wages. The Company’s matching contribution is used by the Plan’s third-party administrator to purchase Energy Services of America common stock from the open market. No restrictions on the match exist after it has been contributed. No profit-sharing contribution was made for the 2025 or 2024 plan year.
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. The risks of participating in these multi-employer plans are different from single-employer plans in the following aspects:
● Assets contributed to the multi-employer plan by one employer may be used to provide benefits to employees of other participating employers. If participating employers stop contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers.
● If the Company chooses to stop participating in some of its multi-employer plans, the Company may be required to pay those plans an amount based on the underfunded status of the plan, referred to as a withdrawal liability.
F-34
Table of Contents
The following table presents our participation in these plans:
Contibutions of
Pension Protection Act (“PPA”)
Energy Services of America
Certified Zone Status (1)
FIP/RP Status
Companies
Expiration Date of
EIN/Pension
Pending/
Surcharge
Collective Bargaining
Pension Fund
Plan Number
2024
2023
Implemented (2)
2025
2024
Imposed
Agreement
Central States, Southeast and Southwest Areas Pension Fund
36-6044243/001
Green
Green
N/A
$
121,801
$
197,890
no
Various
Laborers National Pension Fund
75-1280827/001
Red
Red
Implemented
1,085,378
220,354
no
Various
Laborers’ District Council of Western Pennsylvania Pension Plan
25-6135576/001
Yellow
Yellow
Implemented
—
4,026
no
Various
Operating Engineers Local 324 Pension Fund
38-1900637/001
Red
Red
Implemented
151,448
50,666
no
Various
National Automatic Sprinkler Industry Pension Fund
52-6054620/001
Green
Green
N/A
381,313
570,197
no
Various
Carpenters Pension Fund of WV (Greater Pennsylvania Carpenters’ Pension Fund 25-6135570/001)
55-6027998/001
Yellow
Yellow
Implemented
346,464
871,079
no
Various
Plumbers & Pipefitters National Pension Fund (United Association National Pension Fund)
52-6152779/001
Green
Green
N/A
2,200,593
1,964,549
no
Various
Sheet Metal Workers’ National Pension Fund
52-6112463/001
Green
Green
N/A
617,501
370,727
no
Various
Sheet Metal Workers Local Pension Fund
34-6666753/001
Red
Red
Implemented
—
4,716
no
Various
All Other
Green
Green
N/A
5,250,137
5,729,480
no
Various
$
10,154,635
$
9,983,684
(1) The most recent PPA zone status available in 2025 and 2024 is the plan’s year-end during 2024 and 2023, respectively. The zone status is based on information that we received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone are generally less than 65 percent funded, plans in the orange zone are less than 80 percent funded and have an Accumulated Funding Deficiency in the current year or projected into the next six years, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded.
(2) Indicates whether the plan has a financial improvement plan (“FIP”) or a rehabilitation plan (“RP”) which is either pending or has been implemented.
The Company currently does not have any intention of withdrawing from any of the multi-employer pension plans in which it participates.
On November 12, 2021, the Company received a withdrawal liability claim from a pension plan to which the Company made pension contributions for union construction employees performing covered work in a particular jurisdiction. The Company has not performed covered work in their jurisdiction since 2011; however, the Company disagrees with the withdrawal claim and believes it is covered by an exemption under federal law. The demand called for thirty-four quarterly installment payments of $ 41,000 starting December 15, 2021. The Company must comply with the demand under federal pension law; however, the Company firmly believes no withdrawal liability exists. The Company is in negotiations with the pension fund to resolve the matter and all future payments have been suspended as part of the negotiation. 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, 2025 and 2024.
24.
CREDIT RISK
Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and contract receivables. The Company places its cash with high quality financial institutions. At times, the balances in such institutions may exceed the FDIC insurance limit of $250,000 per depositor, per insured bank, for each account ownership category. FDIC insurance covers all deposit accounts, including checking accounts, savings accounts, money market deposit accounts, and certificates of deposit. As of September 30, 2025, the Company had $ 18.1 million of uninsured deposits.
The Company performs periodic credit evaluations of its customer’s financial condition and generally does not require collateral. Consequently, the Company is subject to potential credit risk related to business and economic factors that would affect these
F-35
Table of Contents
companies. However, the Company generally has certain statutory lien rights with respect to services provided. Credit losses consistently have been within management’s expectations.
25.
COMMITMENTS AND CONTINGENCIES
During the normal course of operations, the Company is subject to certain subcontractor claims, mechanic’s liens, and other litigation. Management is of the opinion that no material obligations will arise from any pending legal proceedings. Accordingly, no provision has been made in the financial statements for such litigation.
Some customers, particularly new ones or governmental agencies require the Company to post bid bonds, performance bonds and payment bonds (collectively, performance bonds). These performance bonds are obtained through insurance carriers and guarantee to the customer that we will perform under the terms of a contract and that we will pay subcontractors and vendors. If the Company fails to perform under a contract or to pay subcontractors and vendors, the customer may demand that the insurer make payments or provide services under the bond. The Company must reimburse the insurer for any expenses or outlays it is required to make.
In February 2014, the Company entered into an agreement with a surety company to provide bonding which will suit the Company’s immediate needs. The ability to obtain bonding for future contracts is an important factor in the contracting industry with respect to the type and value of contracts that can be bid on.
Depending upon the size and conditions of a particular contract, the Company may be required to post letters of credit or other collateral in favor of the insurer. Posting these letters or other collateral will reduce our borrowing capabilities. The Company does not anticipate any claims in the foreseeable future. At September 30, 2025, the Company had $ 84.3 million in performance bonds outstanding.
In the fiscal year 2020, the Company received $ 9.8 million in PPP Loans. The Company believes it meets the SBA’s certification requirement based on its limited access to capital, weakened business operations during the pandemic and small market value. The Company’s shares of common stock did not trade on a national exchange at that time. However, no assurance can be given as to the outcome if the SBA re-evaluates the Company’s loan certification. The SBA could determine that the Company does not qualify in whole or in part for loan forgiveness. In addition, it is unknown what type of penalties could be assessed against the Company if the SBA disagrees with the Company’s certification. The Company could be required to repay its PPP Loans. Any penalties in addition to the potential repayment of the PPP Loans could negatively impact the Company’s business, financial condition and results of operations and prospects.
26. ACQUISITIONS
Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805 “Business Combinations”. Accordingly, for the transaction, the purchase price is allocated to the fair value of the assets acquired and liabilities assumed as of the date of the acquisition. In conjunction with ASC 805, upon receipt of final fair value estimates during the measurement period, which must be within one year of the acquisition date, Energy Services records any adjustments to the preliminary fair value estimates in the reporting period in which the adjustments are determined.
On July 11, 2024, the Company’s Nitro subsidiary completed the acquisition of substantially all the physical assets of Heritage Painting, LLC (“Heritage Painting”), a West Virginia corporation located in Poca, West Virginia for $ 300,000 cash. 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. GAAP.
F-36
Table of Contents
The Heritage Painting acquisition purchase price is allocated in the table below:
Considerations
Cash
$
300,000
Assets acquired
Property and equipment
178,900
Intangible assets
121,100
Total assets acquired
300,000
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. 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. GAAP.
The Tribute LLC acquisition purchase price is allocated in the table below:
Considerations
Cash
$
21,158,981
Commom stock issued
2,000,000
Total consideration
23,158,981
Assets acquired
Property and equipment
15,034,900
Accounts Receivable and Retainages acquired from seller
8,360,373
Contract assets acquired from seller
1,715,984
Receivable for cash due to buyer
1,708,846
Intangible assets
1,930,000
Total assets acquired
28,750,103
Liabilities assumed
Accounts payable assumed
( 3,476,871 )
Long-term debt assumed
( 3,789,962 )
Contract liabilities assumed
( 681,013 )
Total liabilities assumed
( 7,947,846 )
Net assets acquired
20,802,257
Goodwill recognized
$
2,356,724
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. 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. GAAP.
F-37
Table of Contents
The Rigney Digital acquisition purchase price is allocated in the table below:
Considerations
Cash
$
3,000,000
Commom stock issued
1,000,000
Sellers’ note
500,000
Total consideration
4,500,000
Assets acquired
Property and equipment
130,865
Accounts Receivable acquired from seller
84,194
Intangible assets
964,000
Total assets acquired
1,179,059
Liabilities assumed
Long-term debt assumed
( 100,585 )
Total liabilities assumed
( 100,585 )
Net assets acquired
1,078,474
Goodwill recognized
$
3,421,526
27. GOODWILL AND INTANGIBLE ASSETS
The Company follows the guidance of ASC 350-20-35-3 “Intangibles-Goodwill and Other (Topic 350)” which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at September 30, 2025 or 2024.
A table of the Company’s goodwill is below:
September 30,
September 30,
2025
2024
Beginning balance
$
4,087,554
$
4,087,554
Acquired
5,778,250
—
Ending balance
$
9,865,804
$
4,087,554
F-38
Table of Contents
A table of the Company’s intangible assets subject to amortization at September 30, 2025 and 2024, is below:
Accumulated
Accumulated
Amortization and
Amortization and
Remaining Life
Amortization and
Amortization and
Impairment
Impairment
Net Book
Net Book
(in months) at
Impairment at
Impairment at
Twelve Months Ended
Twelve Months Ended
Value at
Value at
September 30,
Original
September 30,
September 30,
September 30,
September 30,
September 30,
September 30,
Intangible assets:
2025
Cost
2025
2024
2025
2024
2025
2024
West Virginia Pipeline:
Customer relationships
63
$
2,209,724
1,049,610
$
828,630
220,980
220,969
$
1,160,114
$
1,381,094
Tradename
63
263,584
125,215
98,863
26,352
26,363
138,369
164,721
Non-competes
—
83,203
83,203
83,203
—
—
—
—
Heritage Painting
Customer relationships
45
121,100
30,270
6,054
24,216
6,054
90,830
115,046
Tri-State Paving:
Customer relationships
79
1,649,159
563,463
398,547
164,916
164,916
1,085,696
1,250,612
Tradename
79
203,213
69,431
49,110
20,321
20,321
133,782
154,103
Non-competes
—
39,960
39,960
39,960
—
—
—
—
Tribute Contracting & Consultants
Non-compete 1
110
520,000
43,333
—
43,333
—
476,667
—
Non-compete 2
86
10,000
1,042
—
1,042
—
8,958
—
Tradename
50
80,000
13,333
—
13,333
—
66,667
—
Backlog
14
1,320,000
550,000
—
550,000
—
770,000
—
Rigney Digital Systems
Tradename
132
657,100
—
—
—
—
657,100
—
Backlog
24
260,600
—
—
—
—
260,600
—
Non-compete
120
46,300
—
—
—
—
46,300
—
Total intangible assets
$
7,463,943
$
2,568,860
$
1,504,367
$
1,064,493
$
438,623
$
4,895,083
$
3,065,576
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
Amortization Expense
October 2025 to September 2026
$
1,380,684
October 2026 to September 2027
830,692
October 2027 to September 2028
590,388
October 2028 to September 2029
584,354
October 2029 to September 2030
552,859
After
956,106
Total
$
4,895,083
28. SUBSEQUENT EVENTS
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. There have been no other material events during the period, other than noted above, that would either impact the results reflected in the report or the Company’s results going forward.
F-39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.