7 unchanged sentences
Allowance for doubtful accounts
−Removed: Retainage receivable
+Added: Retainages receivable
Other receivables
12 unchanged sentences
Current maturities of long-term debt
−Removed: Current maturities of short-term borrowings
+Added: Current maturities of lines of credit and short-term borrowings
Current maturities of operating lease liabilities
9 unchanged sentences
Shareholders’ equity
−Removed: Common stock, $ .0001 par value Authorized 50,000,000 shares, 18,008,243 issued and 16,612,123 outstanding at June 30, 2025 and 17,860,413 issued and 16,570,685 outstanding at September 30, 2024
−Removed: Treasury stock, 1,396,120 shares at June 30, 2025 and 1,289,728 shares at September 30, 2024
+Added: Common stock, $ .0001 par value
+Added: Authorized 50,000,000 shares, 16,653,998 shares issued (net of treasury shares) and 16,609,071 shares outstanding (excluding 44,927 shares from unvested stock awards) at December 31, 2025 and 16,748,702 shares issued (net of treasury shares) and 16,715,026 shares outstanding (excluding 33,676 unvested shares from restricted stock awards) at September 30, 2025
+Added: Treasury stock, 1,502,075 shares at December 31, 2025 and 1,396,120 shares at September 30, 2025
Additional paid in capital
9 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
−Removed: Nine Months Ended
Cost of revenue
Selling and administrative expenses
−Removed: Income (loss) from operations
−Removed: ( 3,278,213 )
+Added: Income from operations
Other income (expense)
−Removed: Proceeds from lawsuit judgement
Other nonoperating expense
Interest expense
−Removed: ( 2,140,686 )
−Removed: ( 1,771,560 )
−Removed: (Loss) gain on sale of equipment
−Removed: ( 2,197,561 )
−Removed: Income (loss) before income taxes
−Removed: ( 5,475,774 )
−Removed: Income tax expense (benefit)
−Removed: ( 1,612,718 )
−Removed: Net income (loss)
+Added: Gain on sale of equipment
( 1,073,737 )
+Added: Income before income taxes
+Added: Income tax expense
Weighted average shares outstanding-basic
Weighted average shares-diluted
−Removed: Earnings (loss) per share available to common shareholders
−Removed: Earnings (loss) per share-diluted available to common shareholders
+Added: Earnings per share available to common shareholders
+Added: Earnings per share-diluted available to common shareholders
The Accompanying Notes are an Integral Part of These Financial Statements
1 unchanged sentence
Consolidated Statements of Cash Flows
−Removed: Nine Months Ended
−Removed: Nine Months Ended
+Added: Three Months Ended
+Added: Three Months Ended
Cash flows from operating activities:
−Removed: Net (loss) income
−Removed: ( 3,863,056 )
−Removed: Adjustments to reconcile net (loss) income to net cash provided by operating activities:
+Added: Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
Accreted interest on PPP loans
−Removed: (Loss) gain on sale of equipment
+Added: Gain on sale of equipment
Provision for deferred taxes
−Removed: ( 1,753,681 )
Amortization of intangible assets
Accreted interest on note payable
−Removed: Vested stock grants
−Removed: Decrease in accounts receivable-trade
−Removed: Increase in retainage receivable
+Added: Decrease (increase) in accounts receivable-trade
( 2,274,866 )
+Added: Increase in retainage receivable
( 2,207,523 )
−Removed: Decrease (increase) in other receivables
−Removed: Increase in contract assets
+Added: Increase in other receivables
+Added: Decrease in contract assets
+Added: Decrease in prepaid expenses and other
+Added: Decrease increase in accounts payable
( 6,401,159 )
−Removed: Increase in prepaid expenses and other
−Removed: Decrease in accounts payable
+Added: Decrease in accrued expenses and other current liabilities
( 2,564,316 )
( 3,956,671 )
−Removed: (Decrease) increase in accrued expenses and other current liabilities
Increase in contract liabilities
4 unchanged sentences
( 2,890,223 )
−Removed: Acquistion of Tribute Contracting & Consultants, net of cash aquired
+Added: Acquistion of Tribute Contracting & Consultants
( 20,783,224 )
7 unchanged sentences
( 7,750,000 )
−Removed: Cash dividend on common stock
−Removed: ( 1,002,668 )
Treasury stock purchased
+Added: Cash dividend on common stock
Principal payments on long-term debt
1 unchanged sentence
( 1,768,659 )
−Removed: Net cash provided by (used in) financing activities
−Removed: ( 15,747,423 )
−Removed: Increase (decrease) in cash and cash equivalents
+Added: Net cash (used in) provided by financing activities
( 12,450,241 )
+Added: Increase in cash and cash equivalents
Cash and cash equivalents beginning of period
6 unchanged sentences
Supplemental disclosures of cash flows information:
−Removed: Cash paid during the period for:
+Added: Cash paid during the year for:
The Accompanying Notes are an Integral Part of These Financial Statements
1 unchanged sentence
Consolidated Statements of Changes in Shareholders’ Equity
−Removed: For the three and nine months ended June 30, 2025 and 2024
+Added: For the three months ended December 31, 2025 and 2024
Additional Paid
2 unchanged sentences
( 3,216,291 )
+Added: Restricted stock awards issued
+Added: Unearned share-based compensation
Dividends on common stock ($ 0.03 per share on 16,624,181 shares)
−Removed: Common shares issued as part of acquisition
+Added: Shares repurchased
Balance at December 31, 2025
( 1,009,534 )
−Removed: ( 6,798,418 )
−Removed: ( 6,798,418 )
−Removed: Dividends on common stock ($ 0.03 per share on 16,716,809 shares)
−Removed: Vested restricted stock award
−Removed: Balance at March 31, 2025
−Removed: ( 8,537,787 )
−Removed: Dividends on common stock ($ 0.03 per share on 16,718,515 shares)
−Removed: Vested restricted stock award
−Removed: Treasury stock purchased by company
−Removed: Balance at June 30, 2025
−Removed: ( 6,957,713 )
Additional Paid
3 unchanged sentences
Dividends on common stock ($ 0.03 per share on 16,705,457 shares)
+Added: Common shares issued as part of acquisition
Balance at December 31, 2024
( 1,237,865 )
−Removed: ( 1,108,828 )
−Removed: ( 1,108,828 )
−Removed: Vested restricted stock award
−Removed: Balance at March 31, 2024
−Removed: ( 25,762,077 )
−Removed: Treasury stock purchased by company
−Removed: Balance at June 30, 2024
−Removed: ( 8,248,450 )
The Accompanying Notes are an Integral Part of These Financial Statements
8 unchanged sentences
Energy Services’ other pipeline services include corrosion protection services, horizontal drilling services, liquid pipeline construction, pump station construction, production facility construction, water and sewer pipeline installations, various maintenance and repair services and other services related to pipeline construction.
−Removed: The Company has also added the ability to install broadband and perform civil and general contracting services.
−Removed: Hughes Construction Company, Inc.
−Removed: Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies.
−Removed: Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J.
−Removed: Hughes, provides union building trade employees for projects managed by C.J.
−Removed: Nitro Construction Services, Inc.
−Removed: (“NCS”), a wholly owned subsidiary of C.J.
−Removed: Hughes, provides electrical, mechanical, HVAC/R, and fire protection services to customers primarily in the automotive, chemical, and power industries.
−Removed: Nitro Electric Company, LLC (“Nitro Electric”), a wholly owned subsidiary of NCS, performs industrial electrical work and has a satellite office registered in Michigan.
−Removed: Pinnacle Technical Solutions, Inc.
−Removed: (“Pinnacle”), a wholly owned subsidiary of NCS, operates as a data storage facility within Nitro’s office building.
−Removed: Pinnacle is supported by NCS and has no employees of its own.
−Removed: NCS and its subsidiaries will collectively be referred to “Nitro”.
−Removed: Revolt Energy, LLC (“Revolt”), formerly a wholly owned subsidiary of NCS, that performed residential solar installations projects, was sold for a nominal consideration on March 1, 2025 in a transaction that was not material to the Company’s Consolidated Financial Statements.
−Removed: Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals.
−Removed: West Virginia Pipeline, Inc.
−Removed: (“West Virginia Pipeline” or “WVP”), a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia.
−Removed: The employees of West Virginia Pipeline are non-union and are managed independently of the Company’s union subsidiaries.
−Removed: SQP Construction Group, Inc.
−Removed: (“SQP”), a wholly owned subsidiary of Energy Services, operates as a general contractor primarily in West Virginia.
−Removed: SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers.
−Removed: As a general contractor, SQP manages the overall construction project and subcontracts most of the work.
−Removed: The employees of SQP are non-union and are managed independently of the Company’s union subsidiaries.
−Removed: Tri-State Paving & Sealcoating, Inc.
−Removed: (“TSP” or “Tri-State Paving”), a wholly owned subsidiary of Energy Services, completed the acquisition of substantially all the assets of Tri-State Paving & Sealcoating, LLC (“Tri-State Paving, LLC”) on April 29, 2022.
−Removed: Tri-State Paving provides utility paving services to water distribution customers in the Charleston, West Virginia, Lexington, Kentucky, and Chattanooga, Tennessee markets.
−Removed: The employees of TSP are non-union and are managed independently of the Company’s union subsidiaries.
−Removed: Ryan Construction Services Inc.
−Removed: (“Ryan Construction” or “RCS”), a wholly owned subsidiary of Energy Services, provides directional drilling services for broadband service providers along with offering natural gas distribution services, cathodic protection and corrosion prevention services, and civil construction services.
−Removed: Ryan Construction operates primarily in West Virginia, Tennessee, and Pennsylvania.
−Removed: The employees of RCS are non-union and are managed independently of the Company’s union subsidiaries.
−Removed: Tribute Contracting & Consultants, Inc.
−Removed: (“Tribute” or “TCC”), a wholly owned subsidiary of Energy Services, was formed in October 2024 in connection with the acquisition of substantially all the assets of Tribute Contracting & Consultants, LLC (“Tribute LLC”).
−Removed: The acquisition of Tribute LLC closed on December 2, 2024.
−Removed: Tribute constructs water distribution and wastewater systems primarily for public municipalities in West Virginia, Ohio, and Kentucky.
−Removed: The employees of TCC are non-union and are managed independently of the Company’s union subsidiaries.
+Added: The Company has also added the ability to install broadband and solar electric systems and perform civil and general contracting services.
+Added: Energy Services’ reportable segments are:
+Added: Underground Infrastructure Construction, Industrial Construction, and Building Construction.
+Added: Underground Infrastructure Construction primarily includes new construction and maintenance work in the following areas:
+Added: 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.
+Added: Industrial Constructions primarily includes new construction and maintenance work in the following areas:
+Added: electrical, mechanical, HVAC/R, controls, and fire protection services in automotive, chemical, power, and manufacturing facilities.
+Added: Building Construction primarily includes new construction and rehabilitation activities in the following areas:
+Added: school projects, local and state building projects, and small bridge projects.
+Added: 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.
+Added: Services subcontracted internally are eliminated from segmented reporting.
Interim Financial Statements
3 unchanged sentences
The financial statements reflect all adjustments (consisting primarily of normal recurring adjustments) that are, in the opinion of management, necessary for a fair presentation of the Company’s financial position and results of operations.
−Removed: The operating results for the three and nine months ended June 30, 2025 and 2024 are not necessarily indicative of the results to be expected for the full year or any other interim period.
+Added: The operating results for the three months ended December 31, 2025 and 2024 are not necessarily indicative of the results to be expected for the full year or any other interim period.
Principles of Consolidation
10 unchanged sentences
Please refer to Note 2 “ Summary of Significant Accounting Policies ” of the Consolidated Financial Statements in our Annual Report on Form 10-K for the year ended September 30, 2025, for a more detailed discussion of our significant accounting policies.
−Removed: There were no material changes to these significant accounting policies during the three and nine months ended June 30, 2025.
+Added: There were no material changes to these significant accounting policies during the three months ended December 31, 2025.
ACCOUNTING FOR PAYCHECK PROTECTION PROGRAM LOANS
12 unchanged sentences
As a result of this uncertainty, the Company restated the previously issued audited financial statements of the Company for the fiscal years 2022 and 2021.
−Removed: 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.
+Added: 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.
1 unchanged sentence
The requested information was subsequently provided to the SBA through the Lender.
+Added: As of December 31, 2025, there have been no further requests or communications from the SBA relating to the PPP Loans.
Borrowers must retain PPP documentation for at least six years after the date the loan is forgiven or paid in full, and the SBA and SBA Inspector General must be granted these files upon request.
37 unchanged sentences
Generally, unearned project-related costs will be earned over the next twelve months.
+Added: SEGMENT INFORMATION
+Added: Energy Services’ operations are managed by senior executives who report to the Company’s President and CEO (the “President”), the chief operating decision maker.
+Added: 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.
+Added: Energy Services’ reportable segments are:
+Added: Underground Infrastructure Construction, Industrial Construction, and Building Construction.
+Added: Underground Infrastructure Construction primarily includes new construction and maintenance work in the following areas:
+Added: 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.
+Added: Industrial Constructions primarily includes new construction and maintenance work in the following areas:
+Added: electrical, mechanical, HVAC/R, controls, and fire protection services in automotive, chemical, power, and manufacturing facilities.
+Added: Building Construction primarily includes new construction and rehabilitation activities in the following areas:
+Added: school projects, local and state building projects, and small bridge projects.
+Added: 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.
+Added: Services subcontracted internally are eliminated from segmented reporting.
+Added: Energy Services’ segment results are derived from the types of services provided across its operating companies in each of its end-user markets.
+Added: 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.
+Added: Reportable segment information, including revenues and operating income by type of work, is gathered from each operating company.
+Added: Classification of operating company revenues by type of work for segment reporting purposes can require judgment on the part of management.
+Added: Segment operating expenses (excluding depreciation expense) primarily include cost of services, such as wages and benefits;
+Added: subcontractor costs;
+Added: certain equipment rental and maintenance costs, and other direct and indirect project costs.
+Added: 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.
+Added: 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.
+Added: The following tables show interim segment financial information for the three months ended and at December 31, 2025:
+Added: Infrastructure
+Added: Three Months Ended December 31, 2025
+Added: Segment direct operating expenses (excluding depreciation)
+Added: Direct depreciation expense
+Added: Segment gross profit
+Added: Segment gross profit percentage
+Added: Selling, general, and administrative expenses
+Added: Indirect depreciation expense
+Added: Intangible asset amortization expenses
+Added: Segment indirect operating expenses
+Added: Segment income from operations
+Added: Segment operating margin percentage
+Added: Corporate and non-allocated costs
+Added: Corporate depreciation expense
+Added: Total consolidated income from operations
+Added: At December 31, 2025
+Added: Infrastructure
+Added: Property, plant and equipment, at cost, less accumulated depreciation
+Added: The following tables show interim segment financial information for the three months ended and at December 31, 2024:
+Added: Infrastructure
+Added: Three Months Ended December 31, 2024
+Added: Segment direct operating expenses (excluding depreciation)
+Added: Direct depreciation expense
+Added: Segment gross profit
+Added: Segment gross profit percentage
+Added: Selling, general, and administrative expenses
+Added: Indirect depreciation expense
+Added: Intangible asset amortization expenses
+Added: Segment indirect operating expenses
+Added: Segment income from operations
+Added: Segment operating margin percentage
+Added: Corporate and non-allocated costs
+Added: Corporate depreciation expense
+Added: Total consolidated income from operations
+Added: At December 31, 2024
+Added: Infrastructure
+Added: Property, plant and equipment, at cost, less accumulated depreciation
DISAGGREGATION OF REVENUE
2 unchanged sentences
Our contract types are:
−Removed: Lump Sum, Unit Price, Cost Plus and Time and Materials (“T&M”).
−Removed: The following tables present our disaggregated revenue for the three and nine months ended June 30, 2025 and 2024:
−Removed: Three Months Ended June 30, 2025
+Added: Lump Sum, Unit Price, Cost Plus and T&M.
+Added: The following tables present our disaggregated revenue for the three months ended December 31, 2025 and 2024:
+Added: Three Months Ended December 31, 2025
Gas & Petroleum
9 unchanged sentences
Total revenue from contracts
−Removed: Nine Months Ended June 30, 2025
+Added: Three Months Ended December 31, 2024
Gas & Petroleum
9 unchanged sentences
Total revenue from contracts
−Removed: Three Months Ended June 30, 2024
−Removed: Gas & Petroleum
−Removed: Electrical, Mechanical,
−Removed: Total revenue
−Removed: from contracts
−Removed: Lump sum contracts
−Removed: Unit price contracts
−Removed: Cost plus and T&M contracts
−Removed: Total revenue from contracts
−Removed: Earned over time
−Removed: Earned at point in time
−Removed: Total revenue from contracts
−Removed: Nine Months Ended June 30, 2024
−Removed: Gas & Petroleum
−Removed: Electrical, Mechanical,
−Removed: Total revenue
−Removed: from contracts
−Removed: Lump sum contracts
−Removed: Unit price contracts
−Removed: Cost plus and T&M contracts
−Removed: Total revenue from contracts
−Removed: Earned over time
−Removed: Earned at point in time
−Removed: Total revenue from contracts
+Added: The Company’s disaggregated revenue does vary slightly from the Company’s segment reporting due to combining the Industrial and Building Construction into Electrical, Mechanical, & and General, and one legal entity in the Underground Infrastructure Construction segment that performs services other than underground construction that are included in Electrical, Mechanical, & General.
+Added: The volume of these services is not material to the Company’s segment reporting.
CONTRACT BALANCES
5 unchanged sentences
The timing of billings to customers may generate contract assets or contract liabilities.
−Removed: During the three and nine months ended June 30, 2025, we recognized revenue of $ 0 and $ 16.9 million, respectively, that was included in the contract liability balance at September 30, 2024.
+Added: During the three months ended December 31, 2025, we recognized revenue of $ 14.7 million that was included in the contract liability balance at September 30, 2025.
Accounts receivable-trade, net of allowance for doubtful accounts, contract assets and contract liabilities consisted of the following:
−Removed: June 30, 2025
+Added: December 31, 2025
September 30, 2025
Accounts receivable-trade, net of allowance for doubtful accounts
+Added: ( 7,422,755 )
Contract assets
Cost and estimated earnings in excess of billings
+Added: ( 11,120,438 )
Contract liabilities
1 unchanged sentence
PERFORMANCE OBLIGATIONS
−Removed: For the three and nine months ended June 30, 2025, there was no significant revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2024.
+Added: For the three months ended December 31, 2025, there was no significant revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2025.
Changes in contract transaction price can result from items such as executed or estimated change orders, and unresolved contract modifications and claims.
−Removed: At June 30, 2025, the Company had $ 258.2 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.
+Added: At December 31, 2025, the Company had $ 236.0 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.
UNCOMPLETED CONTRACTS
−Removed: Costs, estimated earnings, and billings on uncompleted contracts as of June 30, 2025 and September 30, 2024, are summarized as follows:
−Removed: June 30, 2025
+Added: Costs, estimated earnings, and billings on uncompleted contracts as of December 31, 2025 and September 30, 2025, are summarized as follows:
+Added: December 31, 2025
September 30, 2025
2 unchanged sentences
Less billings to date
+Added: ( 7,682,837 )
Costs and estimated earnings in excess of billed on uncompleted contracts
Less billings in excess of costs and estimated earnings on uncompleted contracts
−Removed: The Company’s unaudited backlog at June 30, 2025 and September 30, 2024 was $ 304.4 million and $ 243.2 million, respectively.
+Added: ( 7,682,837 )
+Added: The Company’s unaudited backlog at December 31, 2025 and September 30, 2025 was $ 301.4 million and $ 259.7 million, respectively.
FAIR VALUE MEASUREMENTS
5 unchanged sentences
Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
−Removed: 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.
+Added: Level 2 — Observable inputs other than Level 1 include 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.
4 unchanged sentences
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 to the Company for bank loans with similar terms and maturities.
−Removed: The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 43.1 million at June 30, 2025 was $ 42.0 million.
+Added: The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 41.2 million at December 31, 2025 was $ 40.7 million.
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.
1 unchanged sentence
EARNINGS PER SHARE
−Removed: The amounts used to compute the earnings per share for the three and nine months ended June 30, 2025 and 2024 are summarized below.
+Added: The amounts used to compute the earnings per share for the three months ended December 31, 2025 and 2024 are summarized below.
Three Months Ended
Three Months Ended
−Removed: Nine Months Ended
−Removed: Nine Months Ended
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: Net income (loss)
−Removed: ( 3,863,056 )
+Added: December 31, 2025
+Added: December 31, 2024
Weighted average shares outstanding-basic
Weighted average shares outstanding-diluted
−Removed: Earnings (loss) per share available to common shareholders
−Removed: Earnings (loss) per share available to common shareholders-diluted
+Added: Earnings per share available to common shareholders
+Added: Earnings per share-diluted available to common shareholders
The components of income taxes are as follows:
Three Months Ended
−Removed: Nine Months Ended
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: June 30, 2025
−Removed: June 30, 2024
−Removed: ( 1,303,205 )
−Removed: ( 1,303,205 )
−Removed: Total income tax (benefit) expense
−Removed: ( 1,612,718 )
+Added: December 31, 2025
+Added: December 31, 2024
+Added: Total income tax expense
The Company’s income tax expense and deferred tax assets and liabilities reflect management’s best estimate of current and future taxes to be paid.
1 unchanged sentence
The Company’s provision for income taxes is computed by applying a federal rate of 21.0 % and a blended state rate of approximately 5.0 % to 6.0 % to taxable income or loss after consideration of non-taxable and non-deductible items.
−Removed: The effective income tax rate for the three months ended June 30, 2025 was 6.2 %, as compared to 25.6 %, for the same period in 2024.
−Removed: The effective income tax rate for the nine months ended June 30, 2025 was ( 29.5 )%, as compared to 26.7 %, for the same period in 2024.
+Added: The effective income tax rate for the three months ended December 31, 2025 was 29.5 %, as compared to 34.8 %, for the same period in 2024.
Effective income tax rates are estimates and may vary from period to period due to changes in the amount of taxable income and non-deductible expenses.
1 unchanged sentence
The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:
−Removed: June 30, 2025
+Added: December 31, 2025
September 30, 2025
4 unchanged sentences
Accruals & Other
−Removed: Net operating loss carry forward-Federal
+Added: Net operating loss carryforward-Federal
Net operating loss carryforward-States
4 unchanged sentences
A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.
−Removed: The Company had $ 13.5 million and $ 0 million of federal net operating loss carryforwards at June 30, 2025 and September 30, 2024, respectively.
−Removed: The Company had $ 84.5 million and $ 20.5 million of state net operating loss carryforwards at June 30, 2025 and September 30, 2024, respectively.
+Added: The Company had $ 5.2 million and $ 6.9 million of federal net operating loss carryforwards at December 31, 2025 and September 30, 2025, respectively.
+Added: The Company had $ 26.0 million and $ 41.9 million of state net operating loss carryforwards at December 31, 2025 and September 30, 2025, respectively.
The state net operating loss carryforwards begin to expire in 2026.
−Removed: The increases in federal and state NOL carryforwards were primarily due to a temporary difference resulting from bonus depreciation on equipment obtained as part of the Tribute acquisition.
The Company does not believe that it has any unrecognized tax benefits included in its consolidated financial statements that require recognition.
3 unchanged sentences
Operating Line of Credit
−Removed: In July 2025, the Company renewed its $ 30.0 million line of credit effective June 28, 2025 with a maturity date of June 28, 2027.
+Added: 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:
−Removed: June 30, 2025
+Added: December 31, 2025
September 30, 2025
3 unchanged sentences
Interest rate
−Removed: The Company’s $ 11.6 million and $ 4.5 million line of credit borrowings are recorded as a long-term debt as of June 30, 2025 and September 30, 2024, respectively.
+Added: The Company’s $ 17.0 million and $ 24.8 million line of credit borrowings are recorded as a long-term debt as of December 31, 2025 and September 30, 2025, respectively.
The financial covenants required by the Company’s lender are below:
8 unchanged sentences
The Company’s lender has agreed to omit the effect of the PPP loan restatement from the Company’s covenant compliance calculations while a final decision on PPP loan forgiveness remains in question.
−Removed: The Company was not in compliance with all covenants at June 30, 2025 and received a waiver from its lender.
−Removed: The Company projects to meet all covenant requirements for the next twelve months.
+Added: The Company was in compliance with all covenants at December 31, 2025 except for the debt service coverage for which the Company received a waiver from its lender.
+Added: The Company is projected to meet all non-waived covenant requirements for the next twelve months.
Paycheck Protection Program Loans
11 unchanged sentences
The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans.
−Removed: As a result of this uncertainty, the Company restated the previously audited financial statements of the Company for the fiscal years 2022 and 2021.
+Added: 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.
2 unchanged sentences
The requested information was subsequently provided to the SBA through the Lender.
+Added: As of December 31, 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.
−Removed: The SBA could revisit its forgiveness decision and determine that the Company does not qualify as a whole or in part for loan forgiveness and demand repayment of the loans.
+Added: 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.
−Removed: Short and Long - Term Debt
−Removed: A summary of short-term and long-term debt as of June 30, 2025 and September 30, 2024 is as follows:
−Removed: June 30, 2025
+Added: A summary of short-term and long-term debt as of December 31, 2025 and September 30, 2025 is as follows:
+Added: December 31, 2025
September 30, 2025
4 unchanged sentences
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.
−Removed: Notes payable to finance companies, due in monthly installments totaling $ 219,000 at June 30, 2025 and $ 76,000 at September 30, 2024, including interest ranging from 0.00 % to 6.0 %, final payments due July 2025 through September 2028, secured by equipment.
+Added: Notes payable to finance companies, due in monthly installments totaling $ 260,000 at December 31, 2025 and $ 244,000 at September 30, 2025, including interest ranging from 0.00 % to 6.0 %, final payments due January 2026 through November 2029, secured by equipment.
Notes payable to United Bank, Tribute acquisition finance, due in monthly installments totaling $ 272,016 , including fixed interest at 6.9 %, final payment due December 2030 secured by receivables and equipment, guaranteed by certain directors of the Company.
4 unchanged sentences
Treasury Rate” plus 2.75 % per annum.
−Removed: As of June 30, 2025, the Company had borrowed $ 3.7 million against this line of credit and made no principal payments.
+Added: Final payment due August 2029.
The agreement is guaranteed by certain directors of the Company.
+Added: 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.
+Added: $ 462,950,000 fair value at September 30, 2025.
Notes payable to David Bolton and Daniel Bolton, due in annual installments totaling $ 500,000 , including interest at 3.25 %, final payment due December 31, 2025, unsecured.
3 unchanged sentences
Total long term debt
−Removed: On December 2, 2024, the Company completed the acquisition of Tribute Contracting & Consultants, LLC (“Tribute LLC”), located in South Point, Ohio.
−Removed: Pursuant to the Asset Purchase Agreement (“Agreement”) signed on October 31, 2024, the Company acquired substantially all the assets (including but not limited to customer contracts, employees, account receivable and equipment) of Tribute LLC for $ 22.0 million in cash at closing, less an initial $ 1.2 million working capital adjustment, and $ 2.0 million in Energy Services Common Stock (“Stock”).
−Removed: Of the $ 20.8 million paid in cash, $ 16.0 million was funded by a loan from United Bank, Inc., Huntington, West Virginia.
−Removed: The final working capital adjustment was reduced by $ 296,000 , which was deducted from the approximately $ 2.0 million receivable for cash due to the Company.
−Removed: Todd Harrah and Tom Enyart (the “Sellers”) continued their employment with the Company’s new subsidiary, Tribute Contracting & Consultants, Inc.
−Removed: The Sellers each received $ 1.0 million in Stock pursuant to an exemption under the Securities Act of 1933.
−Removed: Based on the market value calculation in the Agreement, the Sellers each received 67,386 shares of Stock.
−Removed: Tribute earned revenues of $ 10.2 million and $ 18.1 million for the three and nine months ended June 30 , 2025, respectively.
Energy Services accounts for business combinations under the acquisition method in accordance with ASC Topic 805 “Business Combinations”.
1 unchanged sentence
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.
−Removed: The Company is continuing to finalize the purchase price allocations related to the Tribute LLC acquisition.
−Removed: The preliminary purchase price for the Tribute LLC acquisition is allocated in the table below:
+Added: 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.
+Added: 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.
+Added: 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.
+Added: The Tribute LLC acquisition purchase price is allocated in the table below:
+Added: Considerations
+Added: Common stock issued
+Added: Total consideration
+Added: Assets acquired
+Added: Property and equipment
Accounts Receivable and Retainages acquired from seller
−Removed: Receivable for cash due to buyer
Contract assets acquired from seller
−Removed: Land and Building
+Added: Receivable for cash due to buyer
Intangible assets
+Added: Total assets acquired
+Added: Liabilities assumed
Accounts payable assumed
3 unchanged sentences
Contract liabilities assumed
+Added: Total liabilities assumed
+Added: ( 7,947,846 )
+Added: Net assets acquired
+Added: Goodwill recognized
+Added: On September 30, 2025, the Company completed the acquisition of substantially all the physical assets of Rigney Digital Systems Ltd.
+Added: (“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.
−Removed: As allowed under ASC 805-10-50-2, the Company finds this information impracticable to provide for the interim periods presented due to the lack of availability of meaningful financial statements of the acquired company that comply with U.S.
+Added: 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.
+Added: The Rigney Digital acquisition purchase price is allocated in the table below:
+Added: Considerations
+Added: Common stock issued
+Added: Sellers’ note
+Added: Total consideration
+Added: Assets acquired
+Added: Property and equipment
+Added: Accounts Receivable acquired from seller
+Added: Intangible assets
+Added: Total assets acquired
+Added: Liabilities assumed
+Added: Long-term debt assumed
+Added: Total liabilities assumed
+Added: Net assets acquired
+Added: Goodwill recognized
GOODWILL AND INTANGIBLE ASSETS
2 unchanged sentences
If a company fails this test or decides to bypass this step, it must proceed with a quantitative assessment of goodwill impairment.
−Removed: The Company did no t have a goodwill impairment at June 30, 2025 or September 30, 2024.
−Removed: A table of the Company’s goodwill as of June 30, 2025 and September 30, 2024 is below:
−Removed: June 30, 2025
+Added: The Company did no t have a goodwill impairment at December 31, 2025 or September 30, 2025.
+Added: A table of the Company’s goodwill as of December 31, 2025 and September 30, 2025 is below:
+Added: December 31, 2025
September 30, 2025
1 unchanged sentence
Ending balance
−Removed: A table of the Company’s intangible assets subject to amortization is below:
+Added: A table of the Company’s intangible assets subject to amortization at December 31, 2025 and September 30, 2025 is below:
Remaining Life
3 unchanged sentences
and Impairment
−Removed: and Impairment
−Removed: and Impairment
(in months) at
4 unchanged sentences
September 30,
−Removed: Ended June 30,
−Removed: Ended June 30,
−Removed: Ended June 30,
−Removed: Ended June 30,
+Added: Ended December 31,
+Added: Ended December 31,
+Added: at December 31,
at September 30,
3 unchanged sentences
Customer relationships
−Removed: Revolt Energy:
−Removed: Employment agreement/non-compete
Heritage Painting
3 unchanged sentences
Tribute Contracting & Consultants
−Removed: Customer relationships
+Added: Non-compete 1
+Added: Non-compete 2
+Added: Rigney Digital Systems
Total intangible assets
−Removed: The amortization on identifiable intangible assets for the three months ended June 30, 2025 and 2024 was $ 164,199 and $ 108,142 , respectively.
−Removed: The amortization on identifiable intangible assets for the nine months ended June 30, 2025 and 2024 was $ 459,259 and $ 324,426 , respectively.
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
−Removed: Amortization Expense
−Removed: July 2025 to June 2026
−Removed: July 2026 to June 2027
−Removed: July 2027 to June 2028
−Removed: July 2028 to June 2029
−Removed: July 2029 to June 2030
+Added: January 2026 to December 2026
+Added: January 2027 to December 2027
+Added: January 2028 to December 2028
+Added: January 2029 to December 2029
+Added: January 2030 to December 2030
LEASE OBLIGATIONS
1 unchanged sentence
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.
−Removed: The Company has only committed to a one-year renewal and is evaluating the intent to renew for additional periods.
+Added: As of December 31, 2025, the Company has only committed to a one-year renewal 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.
−Removed: 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 June 30, 2025.
−Removed: The 4.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.
−Removed: The Company intends to sign a one-year renewal and is evaluating the intent to renew for additional periods.
+Added: 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 December 31, 2025.
+Added: The 4.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
+Added: The Company signed an amendment to extend the lease for one year after the original lease expired.
+Added: As of December 31, 2025, the Company has only committed to a one-year renewal and is evaluating whether to renew for additional periods.
The second operating lease, for the Chattanooga, Tennessee facility, had a net present value of $ 144,000 at inception, and expired on August 31, 2024.
−Removed: The lease was renewed for a two - year period with a net present value of $ 140,000 and had a carrying value of $ 81,000 at June 30, 2025.
−Removed: The 8.5 % interest rate on the operating leases is based on the Company’s incremental borrowing rate at inception.
−Removed: The Company has a right-of-use operating lease with Enterprise Fleet Management, Inc.
−Removed: The Company had eighty – six vehicles on lease at June 30, 2025.
−Removed: The right-of-use operating lease has a carrying value of $ 2.2 million at June 30, 2025.
−Removed: Each vehicle leased under the master lease program has its own implicit rate ranging from 12.8 % to 15.6 %.
−Removed: The Company leases office and shop space for Ryan Construction’s headquarters in Bridgeport, West Virginia.
−Removed: The Company renewed the lease for one year effective October 1, 2024 through September 30, 2025.
−Removed: The Company has only committed to a one-year renewal and is evaluating the intent to renew for additional periods.
+Added: The lease was renewed for a two - year period with a net present value of $ 140,000 and had a carrying value of $ 30,000 at December 31, 2025.
+Added: The 8.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
+Added: The Company has a right-of-use operating lease with Enterprise acquired on August 11, 2022, as part of the Ryan Environmental acquisition.
+Added: This lease agreement was initially for thirty-one vehicles with a net present value of $ 1.2 million.
+Added: The Company subsequently netted fifty additional leased vehicles.
+Added: The right-of-use operating lease had a carrying value of $ 1.7 million at December 31, 2025.
+Added: 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.
−Removed: This lease, for the Winchester, Kentucky facility, had a net present value of $ 290,000 at inception and a carrying value of $ 72,000 at June 30, 2025.
+Added: This lease, for the Winchester, Kentucky facility, had a net present value of $ 290,000 at inception and a carrying value of $ 17,000 at December 31, 2025.
The 7.5 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
−Removed: The Company rents equipment for use on construction projects with rental agreements being week to week or month to month.
−Removed: Rental expense can vary by reporting period due to equipment requirements on construction projects and the availability of Company owned equipment.
−Removed: Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $ 4.8 million and $ 2.5 million, respectively, for the three months ended June 30, 2025 and 2024.
−Removed: Rental expense was $ 13.8 million and $ 6.8 million, respectively, for the nine months ended June 30, 2025 and 2024.
−Removed: Schedules related to the Company’s operating leases at June 30, 2025 can be found below:
+Added: The Company has a right-of-use operating lease acquired on December 1, 2025.
+Added: This lease, for the Columbus, Ohio facility, had a net present value of $ 255,000 at inception and a carrying value of $ 250,000 at December 31, 2025.
+Added: The 6.75 % interest rate on the operating lease is based on the Company’s incremental borrowing rate at inception.
+Added: Schedules related to the Company’s operating leases at the fiscal year ended December 31, 2025 and 2024 can be found below:
Operating Lease-Weighted Average Remaining Term
−Removed: Present value of
Fiscal year end
3 unchanged sentences
Operating lease 5
−Removed: Operating lease 5
Weighted average remaining term
Operating Lease Maturity Schedule
−Removed: July 2025 to June 2026
−Removed: July 2026 to June 2027
−Removed: July 2027 to June 2028
−Removed: July 2028 to June 2029
−Removed: July 2029 to June 2030
+Added: January 2026 to December 2026
+Added: January 2027 to December 2027
+Added: January 2028 to December 2028
+Added: January 2029 to December 2029
Less amounts representing interest
1 unchanged sentence
Three Months Ended
−Removed: Nine Months Ended
Three Months Ended
−Removed: Nine Months Ended
Operating Lease Expense
13 unchanged sentences
Three Months Ended
−Removed: Nine Months Ended
Three Months Ended
−Removed: Nine Months Ended
Cash Paid for Operating Leases
4 unchanged sentences
Operating lease 5
+Added: The Company rents equipment for use on construction projects with rental agreements week to week or month to month.
+Added: Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment.
+Added: Rental expenses, which is included in cost of goods sold on the consolidated statements of income, was $ 7.0 million and $ 5.0 million for the three months ended December 31, 2025, and 2024, respectively.
+Added: SHARE-BASED COMPENSATION
+Added: The Company has a stock-based compensation plan, under which restricted stock awards are available for issuance to eligible participants.
+Added: Non-cash stock-based compensation expense is included within general and administrative expense in the consolidated financial statements.
+Added: Share-based payments are recognized based on their grant date fair values.
+Added: Forfeitures are recorded as they occur.
+Added: Grants of restricted stock awards are valued based on the closing market share price of the Company’s common stock as reported on the Nasdaq Stock Market, LLC (the “market price”) on the date of grant.
+Added: Non-cash-based compensation expense arising from restricted shares is recognized on a straight-line basis over the vesting period.
+Added: Grants of restricted shares generally vest one -third annually over a period of three years .
+Added: Some participants may choose the net share settlement method to cover withholding tax requirements, in which case shares withheld for taxes are not issued, but are treated as common stock repurchases in the consolidated financial statements, as they reduce the number of shares that would have been issued upon vesting.
+Added: The Company then pays the corresponding withholding taxes to the appropriate taxing authorities in cash on behalf of the recipient.
+Added: Withheld shares, which are valued at the market price on the date of grant, are recorded as a reduction to additional paid-in capital, and related payments to taxing authorities are reflected within financing activities in the consolidated statements of cash flows.
+Added: For the three months ended December 31, 2025 and 2024, the Company granted 11,251 and 0 shares, respectively, related to restricted stock awards.
+Added: The table below represents all unvested restricted stock awards at December 31, 2025:
+Added: Vesting (1/3 Annual)
+Added: at December 31, 2025
+Added: Shares Granted
+Added: Unvested Shares
+Added: Unvested Value
+Added: Weighted average grant-date fair value
+Added: The table below represents all restricted stock awards to Named Executive Officers as of December 31, 2025:
+Added: Vesting (1/3 Annual)
+Added: at December 31, 2025
+Added: Shares Granted
+Added: Unvested Shares
+Added: Unvested Value
+Added: Douglas Reynolds
+Added: Charles Crimmel
+Added: Douglas Reynolds
+Added: Charles Crimmel
+Added: Weighted average grant-date fair value
+Added: The table below represents the total unvested restricted stock awards and grant amounts that will vest in future periods at December 31, 2025:
+Added: Grant Vesting
+Added: January 2026-December 2026
+Added: January 2027-December 2027
+Added: January 2028-December 2028
+Added: The table below represents the total unrecognized compensation expense for unvested restricted stock awards to be expensed in future periods at December 31, 2025:
+Added: January 2026-December 2026
+Added: January 2027-December 2027
+Added: January 2028-December 2028
SUBSEQUENT EVENTS
−Removed: On July 15, 2025, the Company paid $ 502,000 in quarterly dividends to holders of record as of July 3, 2025.
+Added: On January 15, 2026, the Company paid a quarterly dividend of $ 0.03 per common share to shareholders of record as of December 31, 2025.
Management has evaluated all subsequent events for accounting and disclosure.
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.