Item 1. Financial Statements
Item 1. Financial Statements (Unaudited):
Energy Services of America Corporation
Consolidated Balance Sheets
Unaudited
March 31,
September 30,
2026
2025
Assets
Current assets
Cash and cash equivalents
$
10,110,449
$
12,241,408
Accounts receivable-trade
60,372,358
76,570,064
Allowance for credit losses
( 303,722 )
( 521,616 )
Retainages receivable
18,601,638
16,049,557
Other receivables
1,241,166
1,103,687
Contract assets
26,773,714
34,455,011
Prepaid expenses and other
6,445,709
5,025,476
Total current assets
123,241,312
144,923,587
Property, plant and equipment, at cost
121,611,925
115,448,972
less accumulated depreciation
( 67,435,755 )
( 61,981,005 )
Total fixed assets
54,176,170
53,467,967
Right-of-use assets-operating leases
2,393,665
2,054,615
Intangible assets, net
4,204,738
4,895,083
Goodwill
9,865,804
9,865,804
Total assets
$
193,881,689
$
215,207,056
Liabilities and shareholders’ equity
Current liabilities
Current maturities of long-term debt
$
9,289,546
$
11,546,816
Current maturities of lines of credit and short-term borrowings
10,450,998
10,401,366
Current maturities of operating lease liabilities
1,213,982
1,061,021
Accounts payable
21,271,471
30,732,523
Accrued expenses and other current liabilities
16,152,668
15,918,593
Contract liabilities
29,474,281
28,318,765
Total current liabilities
87,852,946
97,979,084
Long-term debt, less current maturities
15,411,686
50,256,031
Long-term operating lease liabilities, less current maturities
1,171,456
982,621
Deferred tax liability
7,916,026
6,753,527
Total liabilities
112,352,114
155,971,263
Shareholders’ equity
Common stock, $ .0001 par value
Authorized 50,000,000 shares, 18,659,679 shares issued (net of treasury shares) and 18,622,287 shares outstanding (excluding 37,392 shares from unvested stock awards) at March 31, 2026 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
2,013
1,813
Treasury stock, 1,502,236 shares at March 31, 2026 and 1,396,120 shares at September 30, 2025
( 154 )
( 143 )
Additional paid in capital
82,880,372
62,450,414
Retained deficit
( 1,352,656 )
( 3,216,291 )
Total shareholders’ equity
81,529,575
59,235,793
Total liabilities and shareholders’ equity
$
193,881,689
$
215,207,056
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
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Energy Services of America Corporation
Consolidated Statements of Income
Unaudited
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
March 31,
March 31,
March 31,
March 31,
2026
2025
2026
2025
Revenue
$
93,173,442
$
76,679,151
$
207,285,642
$
177,325,265
Cost of revenue
82,941,106
76,601,291
183,059,514
166,983,823
Gross profit
10,232,336
77,860
24,226,128
10,341,442
Selling and administrative expenses
9,173,925
8,170,087
18,254,952
16,787,708
Income (loss) from operations
1,058,411
( 8,092,227 )
5,971,176
( 6,446,266 )
Other (expense) income
Other nonoperating expense
( 94,224 )
( 20,616 )
( 196,865 )
( 68,878 )
Interest expense
( 621,835 )
( 875,770 )
( 1,611,686 )
( 1,359,488 )
Gain on sale of equipment
69,993
( 16,540 )
88,749
179,242
( 646,066 )
( 912,926 )
( 1,719,802 )
( 1,249,124 )
Income (loss) before income taxes
412,345
( 9,005,153 )
4,251,374
( 7,695,390 )
Income tax expense (benefit)
196,797
( 2,206,735 )
1,330,345
( 1,750,705 )
Net income (loss)
$
215,548
$
( 6,798,418 )
$
2,921,029
$
( 5,944,685 )
Weighted average shares outstanding-basic
17,526,126
16,716,809
17,110,381
16,630,245
Weighted average shares-diluted
17,568,110
16,716,809
17,150,954
16,630,245
Earnings (loss) per share available to common shareholders
$
0.01
$
( 0.41 )
$
0.17
$
( 0.36 )
Earnings (loss) per share-diluted available to common shareholders
$
0.01
$
( 0.41 )
$
0.17
$
( 0.36 )
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
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Energy Services of America Corporation
Consolidated Statements of Cash Flows
Unaudited
Six Months Ended
Six Months Ended
March 31,
March 31,
2026
2025
Cash flows from operating activities:
Net income (loss)
$
2,921,029
$
( 5,944,685 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
6,724,766
5,586,230
Accreted interest on PPP loans
49,632
49,738
Gain on sale of equipment
( 88,749 )
( 179,242 )
Provision for deferred taxes
1,162,499
( 1,839,881 )
Vested restricted stock award compensation
58,680
32,758
Tax settlement on shares repurchased
( 12,048 )
—
Amortization of intangible assets
690,345
295,060
Accreted interest on note payable
3,900
25,000
Decrease in accounts receivable-trade
15,979,812
10,162,409
(Increase) decrease in retainage receivable
( 2,552,081 )
599,786
(Increase) decrease in other receivables
( 137,479 )
1,389,784
Decrease in contract assets
7,681,297
3,581,095
Increase in prepaid expenses and other
( 1,420,233 )
( 1,020,822 )
Decrease in accounts payable
( 9,461,052 )
( 4,561,534 )
Decrease in accrued expenses and other current liabilities
( 320,788 )
( 3,497,456 )
Increase in contract liabilities
1,155,516
5,311,068
Net cash provided by operating activities
22,435,046
9,989,308
Cash flows from investing activities:
Investment in property and equipment
( 5,719,129 )
( 5,087,101 )
Acquisition of Tribute Contracting & Consultants
—
( 20,783,224 )
Proceeds from sales of property and equipment
301,763
596,314
Net cash used in investing activities
( 5,417,366 )
( 25,274,011 )
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)
( 24,750,000 )
1,250,000
Treasury stock purchased
( 847,818 )
—
Cash dividend on common stock
( 498,725 )
( 501,164 )
Proceeds from capital raise, net of discounts and fees
21,231,333
—
Principal payments on long-term debt
( 14,283,429 )
( 4,463,936 )
Net cash (used in) provided by financing activities
( 19,148,639 )
12,284,900
Decrease in cash and cash equivalents
( 2,130,959 )
( 2,999,803 )
Cash and cash equivalents beginning of period
12,241,408
12,926,036
Cash and cash equivalents end of period
$
10,110,449
$
9,926,233
Supplemental schedule of noncash investing and financing activities:
Purchases of property & equipment under financing agreements
$
1,927,914
$
201,538
Net operating lease right-of-use assets received in exchange for operating lease liabilities
$
936,611
$
506,305
Common dividends declared but not paid
$
558,669
$
501,504
Common stock issued in Tribute Contracting & Consultants acquisition
$
—
$
2,000,000
Supplemental disclosures of cash flows information:
Cash paid during the year for:
Interest
$
1,498,051
$
1,232,072
Income taxes
$
405,263
$
1,170,000
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
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Energy Services of America Corporation
Consolidated Statements of Changes in Shareholders’ Equity
For the three and six months ended March 31, 2026 and 2025
Total
Common Stock
Additional Paid
Retained
Treasury
Shareholders’
Shares
Amount
in Capital
Deficit
Stock
Equity
Balance at September 30, 2025
16,748,702
$
1,813
$
62,450,414
$
( 3,216,291 )
$
( 143 )
$
59,235,793
Net income
—
—
—
2,705,481
—
2,705,481
Restricted stock awards issued
11,251
—
100,004
—
—
100,004
Unearned share-based compensation
—
—
( 100,004 )
—
—
( 100,004 )
Dividends on common stock ($ 0.03 per share on 16,624,181 shares)
—
—
—
( 498,725 )
—
( 498,725 )
Shares repurchased
( 105,955 )
—
( 846,519 )
—
( 11 )
( 846,530 )
Balance at December 31, 2025
16,653,998
$
1,813
$
61,603,895
$
( 1,009,535 )
$
( 154 )
$
60,596,019
Net income
—
—
—
215,548
—
215,548
Restricted stock awards issued
8,343
—
75,000
—
—
75,000
Unearned share-based compensation
—
—
( 75,000 )
—
—
( 75,000 )
Shares repurchased as part of net settlement of restricted stock awards
( 3,501 )
—
( 12,048 )
—
—
( 12,048 )
Vested share compensation expense
—
—
58,680
—
—
58,680
Dividends on common stock ($ 0.03 per share on 18,622,287 shares)
—
—
—
( 558,669 )
—
( 558,669 )
Shares repurchased
( 161 )
—
( 1,288 )
—
—
( 1,288 )
Equity raise, net of fees and offering expenses
2,001,000
200
21,231,133
—
—
21,231,333
Balance at March 31, 2026
18,659,679
$
2,013
$
82,880,372
$
( 1,352,656 )
$
( 154 )
$
81,529,575
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
1,999,987
—
—
2,000,000
Balance at December 31, 2024
16,705,457
$
1,803
$
62,282,908
$
( 1,237,865 )
$
( 133 )
$
61,046,713
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
1
32,757
—
—
32,758
Balance at March 31, 2025
16,716,809
$
1,804
$
62,315,665
$
( 8,537,787 )
$
( 133 )
$
53,779,549
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
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ENERGY SERVICES OF AMERICA CORPORATION
NOTES TO UNAUDITED 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 install broadband and solar electric systems and perform civil and general contracting services.
Segments
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.
Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the Company’s audited consolidated financial statements and footnotes thereto for the years ended September 30, 2025, and 2024 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 15, 2025. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been omitted pursuant to the interim financial reporting rules and regulations of the SEC. 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. The operating results for the three and six months ended March 31, 2026 and 2025 are not necessarily indicative of the results to be expected for the full year or any other interim period.
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. 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.
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Use of Estimates and Assumptions
The preparation of financial statements, in conformity with 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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. There were no material changes to these significant accounting policies during the six months ended March 31, 2026.
3. ACCOUNTING FOR 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 Paycheck Protection Program (“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 United Bank as its lender (the “Lender”) in an aggregate principal amount of $ 13.1 million pursuant to the PPP (collectively, 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 audited financial statements of the Company for the fiscal years 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 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 March 31, 2026, 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 as a 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 Accounting Standards Codification (“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:
● Identify the contract
● Identify performance obligations
● Determine the transaction price
● Allocate the transaction price
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● 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. With the exception of 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 the amount of 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.
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.
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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.
The following tables show interim segment financial information for the three and six months ended and at March 31, 2026:
Underground
Infrastructure
Industrial
Building
Three Months Ended March 31, 2026
Construction
Construction
Construction
Total
Revenues
$
46,269,524
$
36,397,052
$
10,506,866
$
93,173,442
Segment direct operating expenses (excluding depreciation)
39,322,151
30,761,593
9,605,535
79,689,279
Direct depreciation expense
2,586,777
665,050
—
3,251,827
Segment gross profit
4,360,596
4,970,409
901,331
10,232,336
Segment gross profit percentage
9.4
%
13.7
%
8.6
%
11.0
%
Selling, general, and administrative expenses
5,153,550
1,031,731
1,085,811
7,271,092
Indirect depreciation expense
—
—
116,552
116,552
Intangible asset amortization expenses
229,683
54,720
—
284,403
Segment indirect operating expenses
5,383,233
1,086,451
1,202,363
7,672,047
Segment income from operations
( 1,022,637 )
3,883,958
( 301,032 )
2,560,289
Segment operating margin percentage
( 2.2 )
%
10.7
%
( 2.9 )
%
2.7
%
Corporate and non-allocated costs
1,498,199
Corporate depreciation expense
3,679
Total consolidated income from operations
$
1,058,411
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Underground
Infrastructure
Industrial
Building
Six Months Ended March 31, 2026
Construction
Construction
Construction
Total
Revenues
$
115,446,608
$
70,143,499
$
21,695,535
$
207,285,642
Segment direct operating expenses (excluding depreciation)
96,249,127
61,147,179
19,168,989
176,565,295
Direct depreciation expense
5,187,271
1,306,948
—
6,494,219
Segment gross profit
14,010,210
7,689,372
2,526,546
24,226,128
Segment gross profit percentage
12.1
%
11.0
%
11.6
%
11.7
%
Selling, general, and administrative expenses
9,950,564
2,135,677
2,101,481
14,187,722
Indirect depreciation expense
—
—
225,274
225,274
Intangible asset amortization expenses
580,905
109,440
—
690,345
Segment indirect operating expenses
10,531,469
2,245,117
2,326,755
15,103,341
Segment income from operations
3,478,741
5,444,255
199,791
9,122,787
Segment operating margin percentage
3.0
%
7.8
%
0.9
%
4.4
%
Corporate and non-allocated costs
3,146,338
Corporate depreciation expense
5,273
Total consolidated income from operations
$
5,971,176
At March 31, 2026
Underground
Infrastructure
Industrial
Building
Property, plant and equipment, at cost, less accumulated depreciation
Construction
Construction
Construction
Total
Segments
$
38,467,067
$
14,382,021
$
1,231,954
$
54,081,042
Corporate
—
—
—
95,128
Total
$
38,467,067
$
14,382,021
$
1,231,954
$
54,176,170
The following tables show interim segment financial information for the three and six months ended and at March 31, 2025:
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
Corporate depreciation expense
2,188
Total consolidated (loss) income from operations
$
( 8,092,227 )
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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
Corporate depreciation expense
3,345
Total consolidated (loss) income from operations
$
( 6,446,266 )
At March 31, 2025
Underground
Infrastructure
Industrial
Building
Property, plant and equipment, at cost, less accumulated depreciation
Construction
Construction
Construction
Total
Segments
$
36,867,738
$
14,406,528
$
1,006,618
$
52,280,884
Corporate
—
—
—
40,693
Total
$
36,867,738
$
14,406,528
$
1,006,618
$
52,321,577
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 three and six months ended March 31, 2026 and 2025:
Three Months Ended March 31, 2026
Electrical,
Gas & Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
34,054,782
$
34,054,782
Unit price contracts
31,337,808
2,640,547
972,913
34,951,268
Cost plus and T&M contracts
—
8,382,045
15,785,347
24,167,392
Total revenue from contracts
$
31,337,808
$
11,022,592
$
50,813,042
$
93,173,442
Earned over time
$
10,528,750
$
2,640,547
$
39,470,809
$
52,640,106
Earned at point in time
20,809,058
8,382,045
11,342,233
40,533,336
Total revenue from contracts
$
31,337,808
$
11,022,592
$
50,813,042
$
93,173,442
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Six Months Ended March 31, 2026
Electrical,
Gas & Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
67,337,635
$
67,337,635
Unit price contracts
71,948,076
3,496,750
1,738,163
77,182,989
Cost plus and T&M contracts
—
31,652,066
31,112,952
62,765,018
Total revenue from contracts
$
71,948,076
$
35,148,816
$
100,188,750
$
207,285,642
Earned over time
$
33,206,006
$
3,496,750
$
75,141,720
$
111,844,476
Earned at point in time
38,742,070
31,652,066
25,047,030
95,441,166
Total revenue from contracts
$
71,948,076
$
35,148,816
$
100,188,750
$
207,285,642
Three Months Ended March 31, 2025
Electrical,
Gas & Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
34,195,376
$
34,195,376
Unit price contracts
27,101,115
3,116,781
970,926
31,188,822
Cost plus and T&M contracts
—
278,277
11,016,676
11,294,953
Total revenue from contracts
$
27,101,115
$
3,395,058
$
46,182,978
$
76,679,151
Earned over time
$
18,473,790
$
3,116,781
$
35,811,712
$
57,402,283
Earned at point in time
8,627,325
278,277
10,371,266
19,276,868
Total revenue from contracts
$
27,101,115
$
3,395,058
$
46,182,978
$
76,679,151
Six Months Ended March 31, 2025
Electrical,
Gas &Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
71,929,199
$
71,929,199
Unit price contracts
58,401,124
21,535,098
1,964,321
81,900,543
Cost plus and T&M contracts
—
316,177
23,179,346
23,495,523
Total revenue from contracts
$
58,401,124
$
21,851,275
$
97,072,866
$
177,325,265
Earned over time
$
37,960,995
$
21,535,098
$
74,493,813
$
133,989,906
Earned at point in time
20,440,129
316,177
22,579,053
43,335,359
Total revenue from contracts
$
58,401,124
$
21,851,275
$
97,072,866
$
177,325,265
The Company’s disaggregated revenue does vary slightly from the Company’s segment reporting due to combining the Industrial and Building Construction into Electrical, Mechanical, & and General, and one legal entity in the Underground Infrastructure Construction segment that performs services other than underground construction that are included in Electrical, Mechanical, & General. The volume of these services is not material to the Company’s segment reporting.
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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 three and six months ended March 31, 2026, we recognized revenue of $ 11.2 million and $ 25.9 million, respectively, that was included in the contract liability balance at September 30, 2025.
Accounts receivable-trade, net of allowance for credit losses, contract assets and contract liabilities consisted of the following:
March 31, 2026
September 30, 2025
Change
Accounts receivable-trade, net of allowance for credit losses
$
60,068,636
$
76,048,448
$
( 15,979,812 )
Contract assets
Cost and estimated earnings in excess of billings
$
26,773,714
$
34,455,011
$
( 7,681,297 )
Contract liabilities
Billings in excess of cost and estimated earnings
$
29,474,281
$
28,318,765
$
1,155,516
8. PERFORMANCE OBLIGATIONS
For the three and six months ended March 31, 2026, 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.
At March 31, 2026, the Company had $ 256.6 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized over the next twelve months.
9. UNCOMPLETED CONTRACTS
Costs, estimated earnings, and billings on uncompleted contracts as of March 31, 2026 and September 30, 2025, are summarized as follows:
March 31, 2026
September 30, 2025
Costs incurred on contracts in progress
$
478,785,961
$
471,208,654
Estimated earnings, net of estimated losses
80,553,250
71,159,322
559,339,211
542,367,976
Less billings to date
562,039,778
536,231,730
$
( 2,700,567 )
$
6,136,246
Costs and estimated earnings in excess of billed on uncompleted contracts
$
26,773,714
$
34,455,011
Less billings in excess of costs and estimated earnings on uncompleted contracts
29,474,281
28,318,765
$
( 2,700,567 )
$
6,136,246
The Company’s unaudited backlog at March 31, 2026 and September 30, 2025 was $ 325.1 million and $ 259.7 million, respectively.
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10. FAIR VALUE MEASUREMENTS
The fair value measurement guidance of the Financial Accounting Standards Board (“FASB”) ASC 820, Fair Measurement defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States of America (“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 guidance of the FASB ASC 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 three levels are defined as follows:
Level 1 — Quoted prices for identical assets and liabilities traded in active exchange markets, such as the New York Stock Exchange.
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.
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 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 $ 31.4 million at March 31, 2026 was $ 31.1 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.
All other current assets and liabilities are carried at net realizable value which approximates fair value because of their short duration to maturity.
11. EARNINGS PER SHARE
The amounts used to compute the earnings per share for the three and six months ended March 31, 2026 and 2025 are summarized below.
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
March 31, 2026
March 31, 2025
March 31, 2026
March 31, 2025
Net income (loss)
$
215,548
$
( 6,798,418 )
$
2,921,029
$
( 5,944,685 )
Weighted average shares outstanding-basic
17,526,126
16,716,809
17,110,381
16,630,245
Weighted average shares outstanding-diluted
17,568,110
16,716,809
17,150,954
16,630,245
Earnings (loss) per share available to common shareholders
$
0.01
$
( 0.41 )
$
0.17
$
( 0.36 )
Earnings (loss) per share-diluted available to common shareholders
$
0.01
$
( 0.41 )
$
0.17
$
( 0.36 )
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12. INCOME TAXES
The components of income taxes are as follows:
Three Months Ended
Six Months Ended
March 31, 2026
March 31, 2025
March 31, 2026
March 31, 2025
Federal
Current
$
( 45,145 )
$
—
$
42,631
$
—
Deferred
179,669
( 1,687,935 )
929,877
( 1,392,961 )
Total
134,524
( 1,687,935 )
972,508
( 1,392,961 )
State
Current
57,888
11,317
125,214
89,175
Deferred
4,385
( 530,117 )
232,623
( 446,919 )
Total
62,273
( 518,800 )
357,837
( 357,744 )
Total income tax expense
$
196,797
$
( 2,206,735 )
$
1,330,345
$
( 1,750,705 )
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 effective income tax rate for the three months ended March 31, 2026 was 47.7 %, as compared to 24.5 %, for the same period in 2025. The effective income tax rate for the six months ended March 31, 2026 was 31.3 %, as compared to 22.8 %, for the same period in 2025. 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.
Major items that can affect the effective tax rate include amortization of goodwill and intangible assets and non-deductible amounts for per diem expenses.
The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows:
March 31, 2026
September 30, 2025
Deferred tax liabilities
Property and equipment
$
10,537,214
$
10,057,004
Other
1,454,053
1,483,362
Total deferred tax liabilities
$
11,991,267
$
11,540,366
Deferred income tax assets
Accruals & Other
$
2,691,302
$
3,215,102
Net operating loss carryforward-Federal
1,280,607
1,451,126
Net operating loss carryforward-States
807,260
824,539
Net operating loss valuation allowance-States
( 703,928 )
( 703,928 )
Total deferred tax assets
$
4,075,241
$
4,786,839
Total net deferred tax liabilities
$
7,916,026
$
6,753,527
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 $ 6.1 million and $ 6.9 million of federal net operating loss carryforwards at March 31, 2026 and September 30, 2025, respectively. The Company had $ 35.1 million and $ 41.9 million of state net operating loss carryforwards at March 31, 2026 and September 30, 2025, respectively. The state net operating loss carryforwards begin to expire in 2026.
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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.
13. SHORT-TERM AND LONG-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:
March 31, 2026
September 30, 2025
Eligible borrowing base
$
18,196,189
$
27,657,997
Borrowings on line of credit
—
24,750,000
Line of credit balance available
$
18,196,189
$
2,907,997
Interest rate
6.75
%
7.50
%
The Company did no t have any line of credit borrowings at March 31, 2026. The Company’s $ 24.8 million line of credit borrowings are recorded as a long-term debt as of September 30, 2025.
The financial covenants required by the Company’s lender 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 in compliance with all covenants at March 31, 2026. The Company is projected to meet all covenant requirements for the next twelve months.
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Table of Contents
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.
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 March 31, 2026, 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.
17
Table of Contents
A summary of short-term and long-term debt as of March 31, 2026 and September 30, 2025 is as follows:
March 31, 2026
September 30, 2025
Line of credit payable to bank, monthly interest at 6.75 %, final payment due by June 28, 2027, guaranteed by certain directors of the Company.
$
—
$
24,750,000
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.
4,860,476
5,878,041
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.
10,450,998
10,401,366
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
Notes payable to finance companies, due in monthly installments totaling $ 281,000 at March 31, 2026 and $ 244,000 at September 30, 2025, including interest ranging from 0.00 % to 6.0 %, final payments due April 2026 through February 2030, secured by equipment.
5,855,044
5,415,401
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.
8,237,000
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.
682,624
710,466
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
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.
4,351,188
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. $ 462,950,000 fair value at September 30, 2025.
464,900
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
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
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
$
35,152,230
$
72,204,213
Less current maturities
19,740,544
21,948,182
Total long-term debt
$
15,411,686
$
50,256,031
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14. 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 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
Common 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.
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The Rigney Digital acquisition purchase price is allocated in the table below:
Considerations
Cash
$
3,000,000
Common 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
15. GOODWILL AND INTANGIBLE ASSETS
The Company follows the guidance of ASC Topic 350, Intangibles-Goodwill and Other , 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 no t have a goodwill impairment at March 31, 2026 or September 30, 2025.
A table of the Company’s goodwill as of March 31, 2026 and September 30, 2025 is below:
March 31, 2026
September 30, 2025
Beginning balance
$
9,865,804
$
4,087,554
Acquired
—
5,778,250
Ending balance
$
9,865,804
$
9,865,804
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A table of the Company’s intangible assets subject to amortization at March 31, 2026 and September 30, 2025 is below:
Accumulated
Accumulated
Amortization
Amortization
Amortization
Amortization
Remaining Life
Amortization and
Amortization and
and Impairment
and Impairment
and Impairment
and Impairment
(in months) at
Impairment at
Impairment at
Three Months
Three Months
Six Months
Six Months
Net Book Value
Net Book Value
March 31,
March 31,
September 30,
Ended March 31,
Ended March 31,
Ended March 31,
Ended March 31,
at March 31,
at September 30,
2026
Original Cost
2026
2025
2026
2025
2026
2025
2026
2025
Intangible assets:
West Virginia Pipeline:
Customer relationships
57
$
2,209,724
1,160,100
$
1,049,610
55,245
55,245
110,490
110,490
$
1,049,624
$
1,160,114
Tradename
57
263,584
138,391
125,215
6,588
6,588
13,176
13,176
125,193
138,369
Non-competes
—
83,203
83,203
83,203
—
—
—
—
—
—
Heritage Painting
Customer relationships
39
121,100
42,378
30,270
6,054
6,054
12,108
12,108
78,722
90,830
Tri-State Paving:
Customer relationships
73
1,649,159
645,921
563,463
41,229
41,229
82,458
82,458
1,003,238
1,085,696
Tradename
73
203,213
79,592
69,431
5,081
5,080
10,161
10,160
123,621
133,782
Non-competes
—
39,960
39,960
39,960
—
—
—
—
—
—
Tribute Contracting & Consultants
Non-compete 1
104
520,000
69,331
43,333
12,999
12,501
25,998
16,668
450,669
476,667
Non-compete 2
80
10,000
1,666
1,042
312
—
624
—
8,334
8,958
Tradename
44
80,000
21,331
13,333
3,999
37,500
7,998
50,000
58,669
66,667
Backlog
8
1,320,000
880,000
550,000
104,230
—
330,000
—
440,000
770,000
Rigney Digital Systems
Tradename
126
657,100
29,868
—
14,934
—
29,868
—
627,232
657,100
Backlog
18
260,600
65,148
—
32,574
—
65,148
—
195,452
260,600
Non-compete
114
46,300
2,316
—
1,158
—
2,316
—
43,984
46,300
Total intangible assets
$
7,463,943
$
3,259,205
$
2,568,860
$
284,403
$
164,197
$
690,345
$
295,060
$
4,204,738
$
4,895,083
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
April 2026 to March 2027
$
1,160,684
April 2027 to March 2028
655,544
April 2028 to March 2029
590,388
April 2029 to March 2030
566,883
April 2030 to March 2031
488,381
After
742,858
Total
$
4,204,738
The weighted-average amortization period by major intangible asset class and in total are as follows:
Intangible asset class
Remaining Years
Customer relationships
5.3
Tradename
8.7
Non-competes
8.7
Backlog
0.9
All intangible assets
5.8
16. LEASE OBLIGATIONS
The Company leases office space for SQP at a rate of $ 1,500 per month. The lease, originally executed on March 25, 2021, has a two-year base term with five one-year renewal options available following expiration of the base term. As of March 31, 2026, the Company has committed to a one-year renewal period and is evaluating the exercise of additional renewal options.
The Company has two right-of-use operating leases acquired on April 29, 2022, as part of the Tri-State Paving, LLC acquisition. The first lease, for the Hurricane, West Virginia facility, had a net present value of $ 236,000 at inception and a carrying value of $ 0 at March 31, 2026. The lease bears interest at 4.5 %, based on the Company’s incremental borrowing rate at inception. The Company executed an amendment to extend the lease for one additional year following the expiration of the original term. As of March 31, 2026, the Company has committed to one renewal period and is evaluating additional renewals.
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The second 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 term with a net present value of $ 140,000 and had a carrying value of $ 17,000 at March 31, 2026. The lease bears interest at 8.5 %, based on the Company’s incremental borrowing rate at inception.
The Company has a right-of-use operating lease with Enterprise Fleet Management, acquired on August 11, 2022, as part of the Ryan Environmental acquisition. The master lease initially covered 31 vehicles with a net present value of $ 1.2 million. The Company subsequently added 58 additional vehicles under the arrangement. The lease had a carrying value of $ 1.8 million at March 31, 2026. Each vehicle under the master lease arrangement carries its own implicit rate.
The Company has a right-of-use operating lease acquired on March 28, 2023 for the Winchester, Kentucky facility. The lease had a net present value of $ 290,000 at inception and a carrying value of $ 0 at March 31, 2026. The lease bears interest at 7.5 %, based on the Company’s incremental borrowing rate at inception. The lease was renewed for a three-year term in April 2026.
The Company has a right-of-use operating lease acquired on December 1, 2025 for the Columbus, Ohio facility. The lease had a net present value of $ 255,000 at inception and a carrying value of $ 236,000 at March 31, 2026. The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception.
The Company has a right-of-use operating lease acquired on January 1, 2026 for the Oklahoma City, Oklahoma facility. The lease had a net present value of $ 208,000 at inception and a carrying value of $ 186,000 at March 31, 2026. The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception.
The Company also has a right-of-use operating lease acquired on January 1, 2026 for the Louisville, Kentucky facility. The lease had a net present value of $ 128,000 at inception and a carrying value of $ 128,000 at March 31, 2026. The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception. Lease payments do not commence until April 1, 2026.
Schedules related to the Company’s operating leases for the three and six months ended March 31, 2026 and 2025 and at March 31, 2026 can be found below:
Operating Lease-Weighted Average Remaining Term
Remaining
Years left
liability
Lease end
Fiscal year end
Operating lease 1
0.0
$
—
3/31/2025
2025
Operating lease 2
0.4
16,989
8/31/2026
2026
Operating lease 3
4.0
1,817,835
3/31/2030
2030
Operating lease 4
0.0
—
3/31/2026
2026
Operating lease 5
2.7
236,029
11/30/2028
2029
Operating lease 6
2.8
186,330
12/31/2028
2029
Operating lease 7
2.8
128,255
12/31/2028
2029
$
2,385,438
Weighted average remaining term
3.1
years
Operating Lease Maturity Schedule
April 2026 to March 2027
$
1,464,340
April 2027 to March 2028
785,969
April 2028 to March 2029
466,207
April 2029 to March 2030
129,274
2,845,790
Less amounts representing interest
( 460,352 )
Present value of operating lease liabilities
$
2,385,438
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Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
March 31,
March 31,
March 31,
March 31,
Operating Lease Expense
2026
2025
2026
2025
Amortization
Operating lease 1
$
—
$
18,257
$
—
$
38,948
Operating lease 2
14,950
17,581
33,148
34,794
Operating lease 3
239,952
215,566
477,202
410,736
Operating lease 4
17,349
24,967
44,467
49,469
Operating lease 5
15,317
—
21,471
—
Operating lease 6
18,527
—
18,527
—
Operating lease 7
—
—
—
—
Total amortization
306,095
276,371
594,815
533,947
Interest
Operating lease 1
$
—
$
236
$
—
$
545
Operating lease 2
709
2,219
1,769
4,806
Operating lease 3
37,313
54,787
79,969
118,509
Operating lease 4
502
1,988
1,014
4,441
Operating lease 5
1,888
—
3,329
—
Operating lease 6
5,413
—
5,413
—
Operating lease 7
—
—
—
—
Total interest
45,825
59,230
91,494
128,301
Total amortization and interest
$
351,920
$
335,601
$
686,309
$
662,248
Three Months Ended
Three Months Ended
Six Months Ended
Six Months Ended
March 31,
March 31,
March 31,
March 31,
Cash Paid for Operating Leases
2026
2025
2026
2025
Operating lease 1
$
—
$
18,493
$
—
$
39,493
Operating lease 2
15,659
19,800
34,917
39,600
Operating lease 3
277,265
270,353
557,171
529,245
Operating lease 4
17,851
26,955
45,481
53,910
Operating lease 5
17,205
—
24,800
—
Operating lease 6
23,940
—
23,940
—
Operating lease 7
—
—
—
—
$
351,920
$
335,601
$
686,309
$
662,248
The Company rents equipment for use on construction projects with rental agreements 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 expenses, which is included in cost of goods sold on the consolidated statements of income, were $ 4.8 million and $ 3.9 million for the three months ended March 31, 2026, and 2025, respectively, and $ 11.8 million and $ 9.0 million for the six months ended March 31, 2026 and 2025, respectively.
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17. SHARE-BASED COMPENSATION
The Company has a stock-based compensation plan, under which restricted stock awards are available for issuance to eligible participants. Non-cash stock-based compensation expense is included within general and administrative expense in the consolidated financial statements. Share-based payments are recognized based on their grant date fair values. Forfeitures are recorded as they occur.
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. Non-cash-based compensation expense arising from restricted shares is recognized on a straight-line basis over the vesting period. Grants of restricted shares generally vest one -third annually over a period of three years .
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. The Company then pays the corresponding withholding taxes to the appropriate taxing authorities in cash on behalf of the recipient. 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.
For the three and six months ended March 31, 2026, the Company granted 8,343 and 19,594 shares, respectively, related to restricted stock awards. The Company granted 3,970 shares related to restricted stock awards for the three and six months ended March 31, 2025.
The table below represents all unvested restricted stock awards at March 31, 2026:
Vesting (1/3 Annual)
at March 31, 2026
Grant Date
Shares Granted
Grant Price
Grant Value
Beginning
Ending
Unvested Shares
Unvested Value
Award 1
2/15/2023
40,000
$
2.65
$
106,000
2/15/2024
2/15/2026
—
$
—
Award 2
1/17/2024
3,663
5.46
20,000
1/17/2025
1/17/2027
1,221
6,667
Award 3
6/20/2024
6,684
7.48
50,000
6/20/2025
6/20/2027
4,456
33,333
Award 4
8/21/2024
10,153
9.85
100,007
8/21/2025
8/21/2027
6,768
66,665
Award 5
8/21/2024
4,061
9.85
40,001
8/21/2025
8/21/2027
2,707
26,664
Award 6
1/15/2025
1,985
12.60
25,011
1/15/2026
1/15/2028
1,323
16,670
Award 7
1/15/2025
1,985
12.60
25,011
1/15/2026
1/15/2028
1,323
16,670
Award 8
11/18/2025
5,291
9.45
50,000
11/18/2026
11/18/2028
5,291
50,000
Award 9
12/17/2025
2,980
8.39
25,002
12/17/2026
12/17/2028
2,980
25,002
Award 10
12/17/2025
2,980
8.39
25,002
12/17/2026
12/17/2028
2,980
25,002
Award 11
1/21/2026
2,781
8.99
25,001
1/21/2027
1/21/2029
2,781
25,001
Award 12
1/21/2026
2,781
8.99
25,001
1/21/2027
1/21/2029
2,781
25,001
Award 13
1/21/2026
2,781
8.99
25,001
1/21/2027
1/21/2029
2,781
25,001
88,125
$
541,037
37,392
$
341,676
Weighted average grant-date fair value
$
6.14
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The table below represents all restricted stock awards to Named Executive Officers as of March 31, 2026:
Vesting (1/3 Annual)
at March 31, 2026
Grant Date
Shares Granted
Grant Price
Grant Value
Beginning
Ending
Unvested Shares
Unvested Value
Douglas Reynolds
2/15/2023
40,000
$
2.65
$
106,000
2/15/2024
2/15/2026
—
$
—
Charles Crimmel
1/17/2024
3,663
5.46
20,000
1/17/2025
1/17/2027
1,221
6,667
Douglas Reynolds
8/21/2024
4,061
9.85
40,001
8/21/2025
8/21/2027
2,707
26,664
Charles Crimmel
1/15/2025
1,985
12.60
25,011
1/15/2026
1/15/2028
1,323
16,670
Charles Crimmel
1/21/2026
2,781
8.99
25,001
1/21/2027
1/21/2029
2,781
25,001
52,490
$
216,013
8,032
75,002
Weighted average grant-date fair value
$
4.12
The table below represents the total unvested restricted stock awards and grant amounts that will vest in future periods at March 31, 2026:
Grant Vesting
Grant Amount
April 2026-March 2027
16,044
$
145,037
April 2027-March 2028
14,818
138,318
April 2028-March 2029
6,530
58,321
37,392
$
341,676
The table below represents the total unrecognized compensation expense for unvested restricted stock awards to be expensed in future periods at March 31, 2026:
April 2026-March 2027
$
143,067
April 2027-March 2028
93,405
April 2028-March 2029
42,015
$
243,671
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18. EQUITY RAISE
On February 18, 2026, The Company entered into an underwriting agreement (the “Underwriting Agreement”) with Lake Street Capital Markets, LLC (the “Underwriter”). Pursuant to the terms of the Underwriting Agreement, the Company agreed to issue and sell, and the Underwriter agreed to purchase, subject to and on the conditions set forth therein, 1,740,000 shares of the Company’s common stock, par value $ 0.0001 per share (“Common Stock”), in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (File No. 333-280025) and a related prospectus, including the related prospectus supplement, filed with the Securities and Exchange Commission (the “Offering”). Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 30 -day option to purchase up to an additional 261,000 shares of Common Stock.
The Offering closed on February 20, 2026, with the Underwriter purchasing 1,740,000 shares of the Company’s Common Stock at the public offering price of $ 11.50 per share. Net proceeds from the Offering to the Company were approximately $ 18.4 million, after deducting underwriting discounts and commissions and estimated offering expenses.
On February 24, 2026, the Underwriter exercised its overallotment option and completed the sale of an additional 261,000 shares of common stock at the public offering price of $ 11.50 per share. The proceeds to the Company in connection with the exercise of the option and the issuance of the additional shares, after deducting the underwriting discount and commissions but before deducting other expenses payable by the Company, were approximately $ 2.8 million.
19. SUBSEQUENT EVENTS
On April 15, 2026, the Company paid a quarterly dividend of $ 0.03 per common share to shareholders of record as of March 31, 2026.
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.
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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.