Item 1. Financial Statements
Item 1. Financial Statements (Unaudited):
Energy Services of America Corporation
Consolidated Balance Sheets
Unaudited
June 30,
September 30,
2026
2025
Assets
Current assets
Cash and cash equivalents
$
14,679,930
$
12,241,408
Accounts receivable-trade
65,065,372
76,570,064
Allowance for doubtful accounts
( 458,023 )
( 521,616 )
Retainages receivable
18,906,295
16,049,557
Other receivables
1,230,501
1,103,687
Contract assets
43,901,138
34,455,011
Prepaid expenses and other
6,143,521
5,025,476
Total current assets
149,468,734
144,923,587
Property, plant and equipment, at cost
123,463,832
115,448,972
less accumulated depreciation
( 70,519,423 )
( 61,981,005 )
Total property and equipment, net
52,944,409
53,467,967
Right-of-use assets-operating lease
3,379,423
2,054,615
Intangible assets, net
3,875,002
4,895,083
Goodwill
9,865,804
9,865,804
Total assets
$
219,533,372
$
215,207,056
Liabilities and shareholders’ equity
Current liabilities
Current maturities of long-term debt
$
9,029,768
$
11,546,816
Lines of credit and short-term borrowings
10,475,870
10,401,366
Current maturities of operating lease liabilities
1,426,561
1,061,021
Accounts payable
30,665,545
30,732,523
Accrued expenses and other current liabilities
20,631,646
15,918,593
Contract liabilities
27,166,506
28,318,765
Total current liabilities
99,395,896
97,979,084
Long-term debt, less current maturities
25,825,719
50,256,031
Long-term operating lease liabilities, less current maturities
1,952,862
982,621
Deferred tax liability
8,274,680
6,753,527
Total liabilities
135,449,157
155,971,263
Shareholders’ equity
Common stock, $ .0001 par value
Authorized 50,000,000 shares, 18,659,181 shares issued (net of treasury shares) and 18,624,017 shares outstanding (excluding 35,164 shares from unvested stock awards) at June 30, 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 June 30, 2026 and 1,396,120 shares at September 30, 2025
( 154 )
( 143 )
Additional paid in capital
82,893,314
62,450,414
Retained earnings (deficit)
1,189,042
( 3,216,291 )
Total shareholders’ equity
84,084,215
59,235,793
Total liabilities and shareholders’ equity
$
219,533,372
$
215,207,056
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
2
Table of Contents
Energy Services of America Corporation
Consolidated Statements of Income
Unaudited
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
June 30,
June 30,
June 30,
June 30,
2026
2025
2026
2025
Revenue
$
130,005,928
$
103,601,585
$
337,291,570
$
280,926,850
Cost of revenue
115,688,703
91,618,987
298,748,217
258,602,810
Gross profit
14,317,225
11,982,598
38,543,353
22,324,040
Selling and administrative expenses
9,685,305
8,814,545
27,940,257
25,602,253
Income (loss) from operations
4,631,920
3,168,053
10,603,096
( 3,278,213 )
Other nonoperating expense
( 118,403 )
( 38,529 )
( 315,268 )
( 107,407 )
Interest expense
( 486,914 )
( 781,198 )
( 2,098,600 )
( 2,140,686 )
Gain on sale of equipment
5,097
( 128,710 )
93,846
50,532
( 600,220 )
( 948,437 )
( 2,320,022 )
( 2,197,561 )
Income (loss) before income taxes
4,031,700
2,219,616
8,283,074
( 5,475,774 )
Income tax expense (benefit)
745,041
137,987
2,075,386
( 1,612,718 )
Net (loss) income
$
3,286,659
$
2,081,629
$
6,207,688
$
( 3,863,056 )
Weighted average shares outstanding-basic
18,622,477
16,625,761
17,614,419
16,644,028
Weighted average shares-diluted
18,659,624
16,666,135
17,653,687
16,644,028
Earnings (loss) per share available to common shareholders
$
0.18
$
0.13
$
0.35
$
( 0.23 )
Earnings (loss) per share-diluted available to common shareholders
$
0.18
$
0.12
$
0.35
$
( 0.23 )
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
3
Table of Contents
Energy Services of America Corporation
Consolidated Statements of Cash Flows
Unaudited
Nine Months Ended
Nine Months Ended
June 30,
June 30,
2026
2025
Cash flows from operating activities:
Net income (loss)
$
6,207,688
$
( 3,863,056 )
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense
10,092,079
8,713,445
Accreted interest on PPP loans
74,504
74,718
Gain on sale of equipment
( 93,846 )
( 50,532 )
Provision for deferred taxes
1,521,153
( 1,753,681 )
Vested restricted stock award compensation
75,347
58,888
Tax settlement on shares repurchased
( 15,773 )
—
Amortization of intangible assets
1,020,081
459,259
Accreted interest on note payable
5,850
45,000
Decrease in accounts receivable-trade
11,441,099
4,000,870
Increase in retainage receivable
( 2,856,738 )
( 1,808,157 )
(Increase) decrease in other receivables
( 126,814 )
1,366,200
Increase in contract assets
( 9,446,127 )
( 373,797 )
Increase in prepaid expenses and other
( 1,118,045 )
( 474,150 )
Decrease in accounts payable
( 66,978 )
( 2,797,474 )
Increase (decrease) in accrued expenses and other current liabilities
3,979,065
( 203,738 )
(Decrease) increase in contract liabilities
( 1,152,259 )
10,028,162
Net cash provided by operating activities
19,540,286
13,421,957
Cash flows from investing activities:
Investment in property and equipment
( 7,605,373 )
( 9,101,722 )
Acquisition of Tribute Contracting & Consultants
—
( 20,783,224 )
Proceeds from sales of property and equipment
483,083
724,961
Net cash used in investing activities
( 7,122,290 )
( 29,159,985 )
Cash flows from financing activities:
Proceeds from long-term debt
—
19,676,024
Borrowings on lines of credit and short term debt, net of (repayments)
( 12,500,000 )
7,073,976
Treasury stock purchased
( 847,818 )
( 844,230 )
Cash dividend on common stock
( 1,057,394 )
( 1,002,668 )
Proceeds from capital raise, net of discounts and fees
21,231,333
—
Principal payments on long-term debt
( 16,805,595 )
( 6,752,876 )
Net cash (used in) provided by financing activities
( 9,979,474 )
18,150,226
Increase in cash and cash equivalents
2,438,522
2,412,198
Cash and cash equivalents beginning of period
12,241,408
12,926,036
Cash and cash equivalents end of period
$
14,679,930
$
15,338,234
Supplemental schedule of noncash investing and financing activities:
Purchases of property & equipment under financing agreements
$
2,352,385
$
1,340,563
Net operating lease right-of-use assets received in exchange for operating lease liabilities
$
2,290,315
$
669,056
Common dividends declared but not paid
$
744,961
$
501,555
Common stock issued in Tribute Contracting & Consultants acquisition
$
—
$
2,000,000
Supplemental disclosures of cash flows information:
Cash paid during the year for:
Interest
$
1,933,802
$
1,942,786
Income taxes
$
405,263
$
1,997,969
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
4
Table of Contents
Energy Services of America Corporation
Consolidated Statements of Changes in Shareholders’ Equity
For the three and nine months ended June 30, 2026 and 2025
Total
Common Stock
Additional Paid
Retained
Treasury
Shareholders’
Shares
Amount
in Capital
Earnings (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
Net income
—
—
—
3,286,659
—
3,286,659
Shares repurchased as part of net settlement of restricted stock awards
( 498 )
—
( 3,725 )
—
—
( 3,725 )
Vested share compensation expense
—
—
16,667
—
—
16,667
Dividends on common stock ($ 0.04 per share on 18,624,017 shares)
—
—
—
( 744,961 )
—
( 744,961 )
Balance at June 30, 2026
18,659,181
$
2,013
$
82,893,314
$
1,189,042
$
( 154 )
$
84,084,215
Total
Common Stock
Additional Paid
Retained
Treasury
Shareholders’
Shares
Amount
in Capital
Deficit
Stock
Equity
Balance at September 30, 2024
16,570,685
1,790
60,282,921
( 1,590,434 )
( 133 )
58,694,144
Net income
—
—
—
853,733
—
853,733
Dividends on common stock ($ 0.03 per share on 16,705,457 shares)
—
—
—
( 501,164 )
—
( 501,164 )
Common shares issued as part of acquisition
134,772
13
1,906,504
—
—
1,906,517
Balance at December 31, 2024
16,705,457
$
1,803
$
62,189,425
$
( 1,237,865 )
$
( 133 )
$
60,953,230
Net loss
—
—
—
( 6,798,418 )
—
( 6,798,418 )
Dividends on common stock ($ 0.03 per share on 16,716,809 shares)
—
—
—
( 501,504 )
—
( 501,504 )
Vested restricted stock award
11,352
1
32,757
—
—
32,758
Balance at March 31, 2025
16,716,809
$
1,804
$
62,222,182
$
( 8,537,787 )
$
( 133 )
$
53,686,066
Net income
—
—
—
2,081,629
—
2,081,629
Dividends on common stock ($ 0.03 per share on 16,718,515 shares)
—
—
—
( 501,555 )
—
( 501,555 )
Vested restricted stock award
1,706
2
26,128
—
—
26,130
Treasury stock purchased by company
( 106,392 )
—
( 844,220 )
—
( 10 )
( 844,230 )
Balance at June 30, 2025
16,612,123
$
1,806
$
61,404,090
$
( 6,957,713 )
$
( 143 )
$
54,448,040
The Accompanying Notes are an Integral Part of These Consolidated Financial Statements
5
Table of Contents
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 Construction 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 nine months ended June 30, 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.
6
Table of Contents
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 nine months ended June 30, 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 June 30, 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.
7
Table of Contents
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
● 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 billings in excess of costs and estimated earnings. Billings in excess of costs and estimated earnings represent amounts billed to customers in advance of the Company’s performance, including advance payments negotiated as a contract condition. These amounts are generally recognized as revenue over the next twelve months as the related performance obligations are satisfied.
Provisions for expected losses are recognized in the consolidated statements of income at the individual performance obligation level in the period in which management determines that the estimated total costs to satisfy a performance obligation will exceed the estimated total revenue expected to be realized from that performance obligation.
8
Table of Contents
5. SEGMENT INFORMATION
Energy Services’ operations are managed by senior executives who report to the Company’s President and CEO (the “President”), the chief operating decision maker. The President uses operating income for each of Energy Services’ reportable segments and considers forecast to actual variances to assess performance and when making decisions about allocating capital and other resources.
Energy Services’ reportable segments are: Underground Infrastructure Construction, Industrial Construction, and Building Construction.
Underground Infrastructure Construction primarily includes new construction and maintenance work in the following areas: water and wastewater pipelines, natural gas distribution pipelines, natural gas transmission pipelines, natural gas stations and ancillary facilities, corrosion protection services, and horizontal drilling services.
Industrial Construction primarily includes new construction and maintenance work in the following areas: electrical, mechanical, HVAC/R, controls, and fire protection services in automotive, chemical, power, and manufacturing facilities.
Building Construction primarily includes new construction and rehabilitation activities in the following areas: school projects, local and state building projects, and small bridge projects. Most services performed by the legal entity in this segment are subcontracted both to outside contractors and internally to other legal entities within the Company. Services subcontracted internally are eliminated from segmented reporting.
Energy Services’ segment results are derived from the types of services provided across its operating companies in each of its end-user markets. The Company’s business model allows multiple operating companies to serve the same or similar customers and to provide a range of services across end-user markets. Reportable segment information, including revenues and operating income by type of work, is gathered from each operating company. Classification of operating company revenues by type of work for segment reporting purposes can require judgment on the part of management. Segment operating expenses (excluding depreciation expense) primarily include cost of services, such as wages and benefits; subcontractor costs; materials; certain equipment rental and maintenance costs, and other direct and indirect project costs.
Separate measures of the Company’s assets and cash flows by reportable segment, including capital expenditures, are utilized by the President to evaluate segment performance since the Company’s fixed assets are not used on an interchangeable basis across its reportable segments.
Corporate and non-allocated costs include non-allocated corporate salaries, benefits and incentive compensation, acquisition and integration costs, non-cash stock-based compensation, investor relation expenses, and accounting review and audit fees.
The following tables show interim segment financial information for the three and nine months ended and at June 30, 2026:
Underground
Infrastructure
Industrial
Building
Three Months Ended June 30, 2026
Construction
Construction
Construction
Total
Revenues
$
71,439,367
$
44,677,594
$
13,888,967
$
130,005,928
Segment direct operating expenses (excluding depreciation)
61,342,374
38,654,003
12,442,374
112,438,751
Direct depreciation expense
2,579,382
670,570
—
3,249,952
Segment gross profit
7,517,611
5,353,021
1,446,593
14,317,225
Segment gross profit percentage
10.5
%
12.0
%
10.4
%
11.0
%
Selling, general, and administrative expenses
5,513,469
1,160,147
960,531
7,634,147
Indirect depreciation expense
—
—
112,640
112,640
Intangible asset amortization expenses
311,547
54,720
—
366,267
Segment indirect operating expenses
5,825,016
1,214,867
1,073,171
8,113,054
Segment income from operations
1,692,595
4,138,154
373,422
6,204,171
Segment operating margin percentage
2.4
%
9.3
%
2.7
%
4.8
%
Corporate and non-allocated costs
1,567,530
Corporate depreciation expense
4,721
Total consolidated income from operations
$
4,631,920
9
Table of Contents
Underground
Infrastructure
Industrial
Building
Nine Months Ended June 30, 2026
Construction
Construction
Construction
Total
Revenues
$
186,885,975
$
114,821,093
$
35,584,502
$
337,291,570
Segment direct operating expenses (excluding depreciation)
157,591,501
99,801,182
31,611,363
289,004,046
Direct depreciation expense
7,766,653
1,977,518
—
9,744,171
Segment gross profit
21,527,821
13,042,393
3,973,139
38,543,353
Segment gross profit percentage
11.5
%
11.4
%
11.2
%
11.4
%
Selling, general, and administrative expenses
15,449,819
3,295,886
3,062,012
21,807,717
Indirect depreciation expense
—
—
337,914
337,914
Intangible asset amortization expenses
898,002
164,160
—
1,062,162
Segment indirect operating expenses
16,347,821
3,460,046
3,399,926
23,207,793
Segment income from operations
$
5,180,000
$
9,582,347
$
573,213
$
15,335,560
Segment operating margin percentage
2.8
%
8.3
%
1.6
%
4.5
%
Corporate and non-allocated costs
4,722,470
Corporate depreciation expense
9,994
Total consolidated income from operations
$
10,603,096
At June 30, 2026
Underground
Infrastructure
Industrial
Building
Property, plant and equipment, at cost, less accumulated depreciation
Construction
Construction
Construction
Total
Segments
$
37,409,209
$
14,321,956
$
1,122,837
$
52,854,002
Corporate
—
—
—
90,407
Total
$
37,409,209
$
14,321,956
$
1,122,837
$
52,944,409
The following tables show interim segment financial information for the three and nine months ended and at June 30, 2025:
Underground
Infrastructure
Industrial
Building
Three Months Ended June 30, 2025
Construction
Construction
Construction
Total
Revenues
$
55,384,307
$
35,044,725
$
13,172,553
$
103,601,585
Segment direct operating expenses (excluding depreciation)
45,879,667
31,393,379
11,310,572
88,583,618
Direct depreciation expense
2,410,049
625,320
—
3,035,369
Segment gross profit
7,094,591
3,026,026
1,861,981
11,982,598
Segment gross profit percentage
12.8
%
8.6
%
14.1
%
11.6
%
Selling, general, and administrative expenses
5,530,973
1,029,731
713,973
7,274,677
Indirect depreciation expense
—
—
90,429
90,429
Intangible asset amortization expenses
174,812
18,162
—
192,974
Segment indirect operating expenses
5,705,785
1,047,893
804,402
7,558,080
Segment income from operations
1,388,806
1,978,133
1,057,579
4,424,518
Segment operating margin percentage
2.5
%
5.6
%
8.0
%
4.3
%
Corporate and non-allocated costs
1,255,048
Corporate depreciation expense
1,417
Total consolidated income from operations
$
3,168,053
10
Table of Contents
Underground
Infrastructure
Industrial
Building
Nine Months Ended June 30, 2025
Construction
Construction
Construction
Total
Revenues
$
140,748,952
$
103,135,570
$
37,042,328
$
280,926,850
Segment direct operating expenses (excluding depreciation)
125,397,809
92,609,898
32,144,288
250,151,995
Direct depreciation expense
6,551,528
1,899,287
—
8,450,815
Segment gross profit
8,799,615
8,626,385
4,898,040
22,324,040
Segment gross profit percentage
6.3
%
8.4
%
13.2
%
7.9
%
Selling, general, and administrative expenses
15,070,458
2,993,889
2,291,594
20,355,941
Indirect depreciation expense
—
—
257,868
257,868
Intangible asset amortization expenses
441,097
18,162
—
459,259
Segment indirect operating expenses
15,511,555
3,012,051
2,549,462
21,073,068
Segment (loss) income from operations
( 6,711,940 )
5,614,334
2,348,578
1,250,972
Segment operating margin percentage
( 4.8 )
%
5.4
%
6.3
%
0.4
%
Corporate and non-allocated costs
4,524,423
Corporate depreciation expense
4,762
Total loss from operations
$
( 3,278,213 )
At June 30, 2025
Underground
Infrastructure
Industrial
Building
Property, plant and equipment, at cost, less accumulated depreciation
Construction
Construction
Construction
Total
Segments
$
39,016,246
$
14,058,440
$
976,689
$
54,051,375
Corporate
—
—
—
39,276
Total
$
39,016,246
$
14,058,440
$
976,689
$
54,090,651
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 nine months ended June 30, 2026 and 2025:
Three Months Ended June 30, 2026
Electrical,
Gas & Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
44,175,946
$
44,175,946
Unit price contracts
37,435,062
21,230,426
1,276,792
59,942,280
Cost plus and T&M contracts
10,833,745
—
15,053,957
25,887,702
Total revenue from contracts
48,268,807
21,230,426
60,506,695
130,005,928
Earned over time
48,268,807
21,230,426
60,506,695
130,005,928
Earned at point in time
—
—
—
—
Total revenue from contracts
$
48,268,807
$
21,230,426
$
60,506,695
$
130,005,928
11
Table of Contents
Nine Months Ended June 30, 2026
Electrical,
Gas & Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
111,513,581
$
111,513,581
Unit price contracts
88,784,350
56,379,242
3,014,955
148,178,547
Cost plus and T&M contracts
31,432,533
—
46,166,909
77,599,442
Total revenue from contracts
120,216,883
56,379,242
160,695,445
337,291,570
Earned over time
62,810,583
24,727,176
135,648,417
223,186,176
Earned at point in time
57,406,300
31,652,066
25,047,028
114,105,394
Total revenue from contracts
$
120,216,883
$
56,379,242
$
160,695,445
$
337,291,570
Three Months Ended June 30, 2025
Electrical,
Gas & Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
34,447,972
$
34,447,972
Unit price contracts
38,566,422
9,669,098
781,248
49,016,768
Cost plus and T&M contracts
—
5,656,852
14,479,993
20,136,845
Total revenue from contracts
38,566,422
15,325,950
49,709,213
103,601,585
Earned over time
38,566,422
15,325,950
49,709,213
103,601,585
Earned at point in time
—
—
—
—
Total revenue from contracts
$
38,566,422
$
15,325,950
$
49,709,213
$
103,601,585
Nine Months Ended June 30, 2025
Electrical,
Gas &Water
Gas & Petroleum
Mechanical, &
Total revenue
Distribution
Transmission
General
from contracts
Lump sum contracts
$
—
$
—
$
106,377,171
$
106,377,171
Unit price contracts
96,967,546
31,204,196
2,745,569
130,917,311
Cost plus and T&M contracts
—
5,973,029
37,659,339
43,632,368
Total revenue from contracts
96,967,546
37,177,225
146,782,079
280,926,850
Earned over time
76,527,417
36,861,048
124,203,026
237,591,491
Earned at point in time
20,440,129
316,177
22,579,053
43,335,359
Total revenue from contracts
$
96,967,546
$
37,177,225
$
146,782,079
$
280,926,850
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, & 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.
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 nine months ended June 30, 2026, we recognized revenue of $ 1.8 million and $ 27.7 million, respectively, that was included in the contract liability balance at September 30, 2025.
12
Table of Contents
Accounts receivable-trade, net of allowance for credit losses, contract assets and contract liabilities consisted of the following:
June 30, 2026
September 30, 2025
Change
Accounts receivable-trade, net of allowance for credit losses
$
64,607,349
$
76,048,448
$
( 11,441,099 )
Contract assets
Cost and estimated earnings in excess of billings
$
43,901,138
$
34,455,011
$
9,446,127
Contract liabilities
Billings in excess of cost and estimated earnings
$
27,166,506
$
28,318,765
$
( 1,152,259 )
8. PERFORMANCE OBLIGATIONS
For the three and nine months ended June 30, 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 June 30, 2026, the Company had approximately $ 216.6 million of transaction price allocated to remaining performance obligations associated with specifically identified projects under contract. Management expects approximately $ 200.0 million of this amount to be recognized as revenue over the next twelve months , with the remainder expected to be recognized thereafter.
The amount disclosed above excludes approximately $ 70.0 million of estimated recurring maintenance and blanket contract work expected to be performed over the next twelve months, including qualifying arrangements for which the Company recognizes revenue using the right to invoice practical expedient. These amounts are included in the Company’s backlog but are excluded from the disclosure of remaining performance obligations when the applicable practical expedient or other ASC 606 exclusion applies.
9. UNCOMPLETED CONTRACTS
Costs, estimated earnings, and billings on uncompleted contracts as of June 30, 2026 and September 30, 2025, are summarized as follows:
June 30, 2026
September 30, 2025
Costs incurred on contracts in progress
$
565,061,543
$
471,208,654
Estimated earnings, net of estimated losses
99,663,389
71,159,322
664,724,932
542,367,976
Less billings to date
647,990,300
536,231,730
$
16,734,632
$
6,136,246
Costs and estimated earnings in excess of billed on uncompleted contracts
$
43,901,138
$
34,455,011
Less billings in excess of costs and estimated earnings on uncompleted contracts
27,166,506
28,318,765
$
16,734,632
$
6,136,246
The Company’s unaudited backlog at June 30, 2026 and September 30, 2025 was $ 286.6 million and $ 259.7 million, respectively.
13
Table of Contents
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 $ 29.3 million at June 30, 2026 was $ 28.9 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 nine months ended June 30, 2026 and 2025 are summarized below.
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Net income (loss)
$
3,286,659
$
2,081,629
$
6,207,688
$
( 3,863,056 )
Weighted average shares outstanding-basic
18,622,477
16,625,761
17,614,419
16,644,028
Weighted average shares-diluted
18,659,624
16,666,135
17,653,687
16,644,028
Earnings (loss) per share available to common shareholders
$
0.18
$
0.13
$
0.35
$
( 0.23 )
Earnings (loss) per share-diluted available to common shareholders
$
0.18
$
0.12
$
0.35
$
( 0.23 )
14
Table of Contents
12. INCOME TAXES
The components of income taxes are as follows:
Three Months Ended
Nine Months Ended
June 30, 2026
June 30, 2025
June 30, 2026
June 30, 2025
Federal
Current
$
207,911
$
—
$
250,542
$
—
Deferred
656,032
89,756
1,585,909
( 1,303,205 )
Total
863,943
89,756
1,836,451
( 1,303,205 )
State
Current
178,476
58,613
303,690
147,788
Deferred
( 297,378 )
( 10,382 )
( 64,755 )
( 457,301 )
Total
( 118,902 )
48,231
238,935
( 309,513 )
Total income tax expense (benefit)
$
745,041
$
137,987
$
2,075,386
$
( 1,612,718 )
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 June 30, 2026 was 18.5 %, as compared to 6.2 %, for the same period in 2025. The effective income tax rate for the nine months ended June 30, 2026 was 25.1 %, as compared to 29.5 %, 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:
June 30, 2026
September 30, 2025
Deferred tax liabilities
Property and equipment
$
10,231,370
$
10,057,004
Other
1,413,889
1,483,362
Total deferred tax liabilities
$
11,645,259
$
11,540,366
Deferred income tax assets
Accruals & Other
$
3,043,687
$
3,215,102
Net operating loss carryforward-Federal
144,541
1,451,126
Net operating loss carryforward-States
470,665
824,539
Net operating loss valuation allowance-States
( 288,314 )
( 703,928 )
Total deferred tax assets
$
3,370,579
$
4,786,839
Total net deferred tax liabilities
$
8,274,680
$
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 $ 688,000 and $ 6.9 million of federal net operating loss carryforwards at June 30, 2026 and September 30, 2025, respectively. The Company had $ 31.9 million and $ 41.9 million of state net operating loss carryforwards at June 30, 2026 and September 30, 2025, respectively. The state net operating loss carryforwards begin to expire in 2026.
15
Table of Contents
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
Revolving Credit Facility
Effective June 28, 2026, the Company renewed its $ 30.0 million revolving line of credit with United Bank, which matures on June 28, 2028. Borrowings under the revolving line of credit bear interest at the one – month Term SOFR plus the applicable margin, as defined in the credit agreement.
Availability under the revolving line of credit is subject to a borrowing base calculation, as summarized below:
June 30, 2026
September 30, 2025
Eligible borrowing base
$
21,942,645
$
27,657,997
Borrowings on line of credit
12,250,000
24,750,000
Line of credit balance available
$
9,692,645
$
2,907,997
Interest rate
6.75
%
7.50
%
The Company’s outstanding borrowings under the revolving line of credit of $ 12.3 million and $ 24.8 million at June 30, 2026 and September 30, 2025, respectively, are classified as long-term debt based on the June 28, 2028 contractual maturity date.
The credit agreement contains financial covenants requiring the Company to maintain a minimum Fixed Charge Coverage Ratio of 1.25 to 1.00 and a maximum Senior Funded Debt to EBITDA ratio of 2.75 to 1.00. These financial covenants are tested quarterly in accordance with the terms of the credit agreement. The lender has agreed to exclude the effects of the Company’s PPP loan accounting restatement from covenant compliance calculations while the final determination regarding PPP loan forgiveness remains pending.
The Company was in compliance with all financial covenants as of June 30, 2026 and expects to remain in compliance with its financial covenants for at least the next twelve months.
Paycheck Protection Program Loans
Due to the economic uncertainties created by COVID-19 and limited operating funds available, the Company applied for loans under the PPP. On April 15, 2020, the Company and its subsidiaries, C.J. Hughes, Contractors Rental and Nitro, entered into separate PPP notes effective April 7, 2020, with its Lender in an aggregate principal amount of $ 13.1 million pursuant to the PPP Loans. In a special meeting held on April 27, 2020, the Board of Directors of the Company unanimously voted to return $ 3.3 million of the PPP Loans after discussing the financing needs of the Company and subsidiaries. That left the Company and subsidiaries with $ 9.8 million in PPP Loans to fund operations. During fiscal year 2021, the Company received notice that the SBA had granted forgiveness of the $ 9.8 million of PPP Loans and the SBA repaid the Lender in full. The forgiveness was recorded as other income for the fiscal year ended September 30, 2021.
16
Table of Contents
During April 2023, management received notification from the SBA that one of the Company’s forgiveness applications related to the PPP Loans was under review. As part of the review, the SBA requested additional payroll information. Additionally, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. The Company recognizes that there is a possibility that the SBA could reverse its previous determination on the forgiveness of the PPP Loans. As a result of this uncertainty, the Company restated the previously issued audited financial statements of the Company for fiscal 2022 and 2021. The Company has recorded a short-term borrowing due to the SBA inquiry for the full $ 9.8 million, plus accrued interest.
During July 2023, management received notification from the SBA that two additional forgiveness applications related to the PPP Loans were under review. As part of the review, the SBA requested information regarding the ability of the Company’s affiliates to meet SBA size standards and/or PPP corporate maximum limits. The requested information was subsequently provided to the SBA through the Lender. As of June 30, 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.
17
Table of Contents
A summary of short-term and long-term debt as of June 30, 2026 and September 30, 2025 is as follows:
June 30, 2026
September 30, 2025
Line of credit payable to bank, monthly interest at 6.75 %, final payment due by June 28, 2028, guaranteed by certain directors of the Company.
$
12,250,000
$
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.
4,337,945
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.
10,475,870
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 $ 350,000 at June 30, 2026 and $ 244,000 at September 30, 2025, including interest ranging from 0.00 % to 6.0 %, final payments due July 2026 through February 2030, secured by equipment.
5,505,815
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.
7,560,657
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.
668,343
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.
4,065,877
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 fair value at September 30, 2025.
466,850
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
Total debt
$
45,331,357
$
72,204,213
Less current maturities
19,505,638
21,948,182
Total long term debt
$
25,825,719
$
50,256,031
18
Table of Contents
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.
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.
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 June 30, 2026 or September 30, 2025.
A table of the Company’s goodwill as of June 30, 2026 and September 30, 2025 is below:
June 30, 2026
September 30, 2025
Beginning balance
$
9,865,804
$
4,087,554
Acquired
—
5,778,250
Ending balance
$
9,865,804
$
9,865,804
19
Table of Contents
A table of the Company’s intangible assets subject to amortization at June 30, 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
Nine Months
Nine Months
Net Book Value
Net Book Value
June 30,
June 30,
September 30,
Ended June 30,
Ended June 30,
Ended June 30,
Ended June 30,
at June 30,
at September 30,
2026
Original Cost
2026
2025
2026
2025
2026
2025
2026
2025
Intangible assets:
West Virginia Pipeline:
Customer relationships
54
$
2,209,724
1,215,345
$
1,049,610
55,245
55,245
165,735
165,735
$
994,379
$
1,160,114
Tradename
54
263,584
144,979
125,215
6,588
6,588
19,764
19,764
118,605
138,369
Non-competes
—
83,203
83,203
83,203
—
—
—
—
—
—
Heritage Painting
Customer relationships
36
121,100
48,432
30,270
6,054
6,054
18,162
18,162
72,668
90,830
Tri-State Paving:
Customer relationships
70
1,649,159
673,407
563,463
27,486
41,229
109,944
123,687
975,752
1,085,696
Tradename
70
203,213
82,979
69,431
3,387
5,081
13,548
15,241
120,234
133,782
Non-competes
—
39,960
39,960
39,960
—
—
—
—
—
—
Tribute Contracting & Consultants
Non-compete 1
101
520,000
82,367
43,333
13,036
13,472
39,034
31,434
437,633
476,667
Non-compete 2
77
10,000
1,992
1,042
326
259
950
605
8,008
8,958
Tradename
41
80,000
25,347
13,333
4,016
2,073
12,014
4,836
54,653
66,667
Backlog
5
1,320,000
1,044,932
550,000
164,932
34,198
494,932
79,795
275,068
770,000
Rigney Digital Systems
Tradename
123
657,100
44,802
—
14,934
—
44,802
—
612,298
657,100
Backlog
15
260,600
97,722
—
32,574
—
97,722
—
162,878
260,600
Non-compete
111
46,300
3,474
—
1,158
—
3,474
—
42,826
46,300
Total intangible assets
$
7,463,943
$
3,588,941
$
2,568,860
$
329,736
$
164,199
$
1,020,081
$
459,259
$
3,875,002
$
4,895,083
Amortization expense associated with the identifiable intangible assets is expected to be as follows:
July 2026 to June 2027
$
998,416
July 2027 to June 2028
625,610
July 2028 to June 2029
593,024
July 2029 to June 2030
559,481
July 2030 to June 2031
429,200
After
669,271
Total
$
3,875,002
The weighted-average amortization period by major intangible asset class and in total are as follows:
Intangible asset class
Remaining Years
Customer relationships
5.1
Tradename
8.5
Non-competes
8.5
Backlog
0.7
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 June 30, 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 June 30, 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 June 30, 2026, the Company has committed to one renewal period and is evaluating additional renewals.
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 $ 11,000 at June 30, 2026. The lease bears interest at 8.5 %, based on the Company’s incremental borrowing rate at inception.
20
Table of Contents
The Company has a right-of-use operating lease with Enterprise Fleet Management. The master lease covered 102 vehicles and had a carrying value of $ 2.2 million at June 30, 2026. Each vehicle under the master lease arrangement carries its own implicit rate.
The Company has a five - year right-of-use operating lease renewed in April 2026 for the Winchester, Kentucky facility. The lease had a net present value of $ 481,000 at inception and a carrying value of $ 461,000 at June 30, 2026. The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception. The lease was renewed for a three-year term and has two one – year renewal options that the Company expects to exercise.
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 $ 212,000 at June 30, 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 $ 177,000 at June 30, 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 Louisville, Kentucky facility. The lease had a net present value of $ 128,000 at inception and a carrying value of $ 118,000 at June 30, 2026. The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception. Lease payments did not commence until April 1, 2026.
The Company has a right-of-use operating lease acquired on May 1, 2026 for a facility in Buena Vista, Virginia. The lease had a net present value of $ 224,000 at inception and a carrying value of $ 206,000 at June 30, 2026. The lease bears interest at 6.75 %, based on the Company’s incremental borrowing rate at inception.
Schedules related to the Company’s operating leases for the three and nine months ended June 30, 2026 and 2025 and at June 30, 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
0.2
11,406
8/31/2026
2026
Operating lease 3
4.0
2,193,589
6/30/2030
2030
Operating lease 4
4.8
461,163
3/31/2031
2031
Operating lease 5
2.4
211,992
11/30/2028
2029
Operating lease 6
2.5
177,103
12/31/2028
2029
Operating lease 7
2.5
117,783
12/31/2028
2029
Operating lease 8
1.8
206,387
4/30/2028
2028
$
3,379,423
Weighted average remaining term
3.2
years
Operating Lease Maturity Schedule
July 2026 to June 2027
$
1,728,094
July 2027 to June 2028
1,087,802
July 2028 to June 2029
685,580
July 2029 to June 2030
402,647
July 2030 to June 2031
101,361
4,005,484
Less amounts representing interest
( 626,061 )
Present value of operating lease liabilities
$
3,379,423
21
Table of Contents
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
June 30,
June 30,
June 30,
June 30,
Operating Lease Expense
2026
2025
2026
2025
Amortization
Operating lease 1
$
—
$
6,885
$
—
$
45,833
Operating lease 2
5,583
6,605
38,731
41,399
Operating lease 3
273,091
234,661
750,293
645,397
Operating lease 4
19,779
39,362
64,246
88,831
Operating lease 5
21,093
—
42,564
—
Operating lease 6
12,171
—
30,698
—
Operating lease 7
10,472
—
10,472
—
Operating lease 8
17,530
—
17,530
—
Total amortization
$
359,719
$
287,513
$
954,534
$
821,460
Interest
Operating lease 1
$
—
$
—
$
—
$
545
Operating lease 2
358
1,842
2,127
6,648
Operating lease 3
37,285
56,336
117,254
174,845
Operating lease 4
7,851
950
8,865
5,391
Operating lease 5
5,861
—
9,190
—
Operating lease 6
1,089
—
6,502
—
Operating lease 7
2,105
—
2,105
—
Operating lease 8
2,470
—
2,470
—
Total interest
$
57,019
$
59,128
$
148,513
$
187,429
Total amortization and interest
$
416,738
$
346,641
$
1,103,047
$
1,008,889
Three Months Ended
Three Months Ended
Nine Months Ended
Nine Months Ended
June 30,
June 30,
June 30,
June 30,
Cash Paid for Operating Leases
2026
2025
2026
2025
Operating lease 1
$
—
$
6,885
$
—
$
46,378
Operating lease 2
5,941
8,447
40,858
48,047
Operating lease 3
310,376
290,997
867,547
820,242
Operating lease 4
27,630
40,312
73,111
94,222
Operating lease 5
26,954
—
51,754
—
Operating lease 6
13,260
—
37,200
—
Operating lease 7
12,577
—
12,577
—
Operating lease 8
20,000
—
20,000
—
$
416,738
$
346,641
$
1,103,047
$
1,008,889
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 revenue on the consolidated statements of income, were $ 8.3 million and $ 4.8 million for the three months ended June 30, 2026, and 2025, respectively, and $ 20.1 million and $ 13.8 million for the nine months ended June 30, 2026 and 2025, respectively.
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 .
22
Table of Contents
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 nine months ended June 30, 2026, the Company granted 0 and 19,594 shares, respectively, related to restricted stock awards. The Company granted 0 and 3,970 shares, respectively, related to restricted stock awards for the three and nine months ended June 30, 2025.
The table below represents all unvested restricted stock awards at June 30, 2026:
Vesting (1/3 Annual)
at June 30, 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
2,228
16,667
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
35,164
$
325,010
Weighted average grant-date fair value
$
6.14
The table below represents all restricted stock awards to Named Executive Officers as of June 30, 2026:
Vesting (1/3 Annual)
at June 30, 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 June 30, 2026:
Grant Vesting
Grant Amount
July 2026-June 2027
16,044
$
145,037
July 2027-June 2028
12,590
121,652
July 2028-June 2029
6,530
58,321
35,164
$
325,010
23
Table of Contents
The table below represents the total unrecognized compensation expense for unvested restricted stock awards to be expensed in future periods at June 30, 2026:
July 2026-June 2027
$
141,498
July 2027-June 2028
73,861
July 2028-June 2029
27,431
$
242,790
18. EQUITY OFFERING
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 July 15, 2026, the Company paid a quarterly dividend of $ 0.04 per common share to shareholders of record as of June 30, 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.
24
Table of Contents
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.