Energy Services of America CORP 10-Q

Item 1. Financial Statements (Unaudited): Energy Services of America Corporation Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ September 30, ​ 2022 2021 Assets ​ ​ ​ ​ ​ ​ Current assets ​ ​ Cash and cash equivalents ​ $ 5,395,397 ​ $ 8,226,739 Accounts receivable-trade ​ 24,178,711 ​ 21,092,517 Allowance for doubtful accounts ​ ( 70,310 ) ​ ( 70,310 ) Retainage receivable ​ 3,139,114 ​ 917,526 Other receivables ​ 53,557 ​ 543,328 Contract assets ​ 11,937,080 ​ 8,730,402 Prepaid expenses and other ​ 4,469,924 ​ 3,541,000 Total current assets ​ 49,103,473 ​ 42,981,202 ​ ​ ​ ​ ​ Property, plant and equipment, at cost ​ 70,120,945 ​ 61,145,705 less accumulated depreciation ​ ( 40,560,524 ) ​ ( 38,195,686 ) Total fixed assets ​ 29,560,421 ​ 22,950,019 ​ ​ ​ ​ ​ ​ ​ Right-of-use assets-operating lease ​ ​ 348,002 ​ ​ — Intangible assets, net ​ ​ 4,010,557 ​ ​ 2,425,923 Goodwill ​ ​ 4,087,554 ​ ​ 1,814,317 ​ ​ ​ ​ ​ Total assets ​ $ 87,110,007 ​ $ 70,171,461 ​ ​ ​ ​ ​ Liabilities and shareholders’ equity ​ ​ ​ ​ Current liabilities ​ ​ ​ ​ Current maturities of long-term debt ​ $ 4,331,308 ​ $ 3,401,574 Lines of credit and short term borrowings ​ 3,508,341 ​ 5,040,250 Accounts payable ​ 11,335,924 ​ 7,285,392 Accrued expenses and other current liabilities ​ 7,828,858 ​ 5,599,702 Contract liabilities ​ 6,014,875 ​ 3,153,290 Income tax payable ​ 100,000 ​ — Total current liabilities ​ 33,119,306 ​ 24,480,208 ​ ​ ​ ​ ​ Long-term debt, less current maturities ​ 14,429,759 ​ 9,020,774 Deferred tax liability ​ 2,878,649 ​ 2,033,433 Total liabilities ​ 50,427,714 ​ 35,534,415 ​ ​ ​ Shareholders’ equity ​ ​ ​ ​ ​ Preferred stock, $ .0001 par value Authorized 1,000,000 shares, none issued at June 30, 2022 and 206 issued at September 30, 2021 ​ — ​ — ​ ​ ​ ​ ​ ​ ​ Common stock, $ .0001 par value Authorized 50,000,000 shares, 17,885,615 issued and 16,667,185 outstanding at June 30, 2022 and 14,839,836 issued and 13,621,406 outstanding at September 30, 2021 ​ 1,789 ​ 1,484 ​ ​ ​ ​ ​ ​ ​ Treasury stock, 1,218,430 shares at June 30, 2022 and September 30, 2021 ​ ( 122 ) ​ ( 122 ) ​ ​ ​ Additional paid in capital ​ 60,508,350 ​ 60,670,699 Retained deficit ​ ( 23,827,724 ) ​ ( 26,035,015 ) ​ ​ ​ ​ ​ ​ ​ Total shareholders’ equity ​ 36,682,293 ​ 34,637,046 ​ ​ ​ ​ Total liabilities and shareholders’ equity ​ $ 87,110,007 ​ $ 70,171,461 ​ The Accompanying Notes are an Integral Part of These Financial Statements ​ 1 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, ​ 2022 2021 2022 2021 Revenue ​ $ 51,171,939 ​ $ 25,285,951 ​ $ 129,223,642 ​ $ 82,901,159 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenues ​ 44,754,346 ​ 22,580,340 ​ 114,632,057 ​ 75,478,966 ​ ​ ​ ​ ​ ​ ​ ​ ​ Gross profit ​ 6,417,593 ​ 2,705,611 ​ 14,591,585 ​ 7,422,193 ​ ​ ​ ​ ​ ​ ​ ​ ​ Selling and administrative expenses ​ 3,821,043 ​ 3,207,864 ​ 10,870,677 ​ 10,627,607 Income (loss) from operations ​ 2,596,550 ​ ( 502,253 ) ​ 3,720,908 ​ ( 3,205,414 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ ​ ​ Interest income ​ — ​ 108 ​ 576 ​ 151,877 Paycheck Protection Program loan forgiveness ​ — ​ 9,799,100 ​ — ​ 9,799,100 Other nonoperating expense ​ ( 174,957 ) ​ ( 35,833 ) ​ ( 438,195 ) ​ ( 121,343 ) Interest expense ​ ​ ( 206,394 ) ​ ​ ( 136,995 ) ​ ​ ( 548,885 ) ​ ​ ( 356,505 ) Gain on sale of equipment ​ 58,311 ​ 135,269 ​ 418,103 ​ 627,580 ​ ​ ( 323,040 ) ​ 9,761,649 ​ ( 568,401 ) ​ 10,100,709 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income before income taxes ​ 2,273,510 ​ 9,259,396 ​ 3,152,507 ​ 6,895,295 ​ ​ ​ ​ ​ ​ ​ ​ ​ Income tax (benefit) expense ​ 651,396 ​ ( 53,844 ) ​ 945,216 ​ ( 458,812 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ 1,622,114 ​ 9,313,240 ​ 2,207,291 ​ 7,354,107 ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends on preferred stock ​ — ​ 77,250 ​ — ​ 231,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income available to common shareholders ​ $ 1,622,114 ​ $ 9,235,990 ​ $ 2,207,291 ​ $ 7,122,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding-basic ​ 16,449,829 ​ 13,621,406 ​ 16,270,499 ​ 13,621,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding-diluted ​ 16,449,829 ​ 17,089,722 ​ 16,270,499 ​ 17,089,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share available to common shareholders ​ $ 0.10 ​ $ 0.68 ​ $ 0.14 ​ $ 0.52 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share-diluted available to common shareholders ​ $ 0.10 ​ $ 0.54 ​ $ 0.14 ​ $ 0.42 ​ The Accompanying Notes are an Integral Part of These Financial Statements ​ 2 Table of Contents Energy Services of America Corporation Consolidated Statements of Cash Flows Unaudited ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ Nine Months Ended ​ ​ June 30, ​ June 30, ​ 2022 2021 Cash flows from operating activities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income ​ $ 2,207,291 ​ $ 7,354,107 Adjustments to reconcile net income to net cash provided by (used in) operating activities: ​ ​ ​ ​ Depreciation expense ​ 4,006,663 ​ 3,469,723 Paycheck Protection Program loan forgiveness ​ ​ — ​ ​ ( 9,799,100 ) Gain on sale of equipment ​ ( 418,103 ) ​ ( 627,580 ) Provision for deferred taxes ​ 845,216 ​ ( 717,269 ) Amortization of intangible assets ​ ​ 307,698 ​ ​ — Amortization of right-of-use assets ​ ​ 17,377 ​ ​ — Accreted interest on note payable ​ ​ 27,326 ​ ​ — (Increase) decrease in contracts receivable ​ ( 3,086,194 ) ​ 3,936,155 (Increase) decrease in retainage receivable ​ ( 2,221,588 ) ​ 1,475,863 Decrease (increase) in other receivables ​ 489,771 ​ ( 1,103,499 ) Increase in contract assets ​ ( 3,206,678 ) ​ ( 674,444 ) Decrease (increase) in prepaid expenses and other ​ 2,424,047 ​ ( 775,505 ) Increse (decrease) in accounts payable ​ 4,050,532 ​ ( 2,107,138 ) Increase (decrease) in accrued expenses and other current liabilities ​ 2,229,419 ​ ( 1,085,299 ) Increase (decrease) in contract liabilities ​ 2,861,585 ​ ( 1,223,272 ) Increase in income taxes payable ​ 100,000 ​ 50,000 Net cash provided by (used in) operating activities ​ 10,634,362 ​ ( 1,827,258 ) ​ ​ ​ ​ Cash flows from investing activities: ​ ​ ​ ​ Acquisition of Revolt Energy ​ ​ — ​ ​ ( 150,000 ) Acquisition of West Virginia Pipeline, net of cash received of $ 250,000 ​ ​ — ​ ​ ( 3,250,000 ) Investment in property and equipment ​ ( 4,671,687 ) ​ ( 7,385,469 ) Proceeds from sales of property and equipment ​ 643,603 ​ 693,291 Net cash used in investing activities ​ ( 4,028,084 ) ​ ( 10,092,178 ) ​ ​ ​ ​ ​ ​ Cash flows from financing activities: ​ ​ ​ ​ Preferred stock redemption ​ ​ ( 1,210,525 ) ​ ​ — Preferred dividends paid ​ — ​ ( 309,000 ) Borrowings on lines of credit and short term debt, net of (repayments) ​ ​ ( 4,884,880 ) ​ ​ 5,335,542 Principal payments on long term debt ​ ​ ( 3,342,215 ) ​ ​ ( 2,053,278 ) Net cash (used in) provided by financing activities ​ ( 9,437,620 ) ​ 2,973,264 ​ ​ ​ ​ ​ Decrease in cash and cash equivalents ​ ( 2,831,342 ) ​ ( 8,946,172 ) Cash and cash equivalents beginning of period ​ 8,226,739 ​ 11,216,820 Cash and cash equivalents end of period ​ $ 5,395,397 ​ $ 2,270,648 ​ ​ ​ ​ ​ Supplemental schedule of noncash investing and financing activities: ​ ​ ​ ​ Purchases of property & equipment under financing agreements ​ $ 461,784 ​ $ 349,139 Prepaid insurance premiums financed ​ $ 3,352,971 ​ $ 3,213,402 Note payable to finance West Virginia Pipeline acquisition ​ $ — ​ $ 3,000,000 Note payable to refinance short-term borrowing ​ $ — ​ $ 3,500,000 Accrued dividends on preferred stock ​ $ — ​ $ 231,750 Debt assumed in acquisitions ​ $ 390,445 ​ $ 205,829 Sellers' note Tri-State Paving acquisition ​ $ 936,000 ​ $ — Note payable to finance Tri-State Paving acquisition ​ $ 7,500,000 ​ $ — Common stock issued to finance Tri-State Paving acquisition ​ $ 1,048,218 ​ $ — Par value of common stock issued from preferred stock coversion ​ $ 263 ​ $ — Operating lease right-of-use assets obtained in exchange for lease liability ​ $ 365,379 ​ $ — ​ ​ ​ ​ ​ Supplemental disclosures of cash flows information: ​ ​ ​ ​ Cash paid during the year for: ​ ​ ​ ​ Interest ​ $ 548,885 ​ $ 356,505 Income taxes ​ $ 6,706 ​ $ 229,611 ​ The Accompanying Notes are an Integral Part of These Financial Statements ​ 3 Table of Contents Energy Services of America Corporation Consolidated Statements of Changes in Shareholders’ Equity For the nine months ended June 30, 2022 and 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Additional Paid ​ Retained ​ Treasury ​ Shareholders' ​ Shares Amount in Capital Deficit Stock Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at September 30, 2021 13,621,406 ​ $ 1,484 ​ $ 60,670,699 ​ $ ( 26,035,015 ) ​ $ ( 122 ) ​ $ 34,637,046 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ 1,170,980 ​ — ​ 1,170,980 ​ ​ ​ ​ ​ ​ Preferred share redemption, net of accrued dividends at September 30, 2021 — ​ — ​ ( 1,210,525 ) ​ — ​ — ​ ( 1,210,525 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred share conversion 2,626,492 ​ 263 ​ — ​ — ​ — ​ 263 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at December 31, 2021 16,247,898 ​ $ 1,747 ​ $ 59,460,174 ​ $ ( 24,864,035 ) ​ $ ( 122 ) ​ $ 34,597,764 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ ( 585,803 ) ​ — ​ ( 585,803 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2022 16,247,898 ​ $ 1,747 ​ $ 59,460,174 ​ $ ( 25,449,838 ) ​ $ ( 122 ) ​ $ 34,011,961 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ 1,622,114 ​ — ​ 1,622,114 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued for Tri-State Paving acquisition 419,287 ​ 42 ​ 1,048,176 ​ — ​ — ​ 1,048,218 Balance at June 30, 2022 16,667,185 ​ $ 1,789 ​ $ 60,508,350 ​ $ ( 23,827,724 ) ​ $ ( 122 ) ​ $ 36,682,293 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ Common Stock ​ Additional Paid ​ Retained ​ Treasury ​ Shareholders’ ​ Shares Amount in Capital Deficit Stock Equity Balance at September 30, 2020 13,621,406 ​ $ 1,484 ​ $ 60,670,699 ​ $ ( 34,848,032 ) ​ $ ( 122 ) ​ $ 25,824,029 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss — ​ — ​ — ​ ( 647,662 ) ​ — ​ ( 647,662 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued preferred dividends — ​ — ​ — ​ ( 77,250 ) ​ — ​ ( 77,250 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred share conversion ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — Balance at December 31, 2020 13,621,406 ​ $ 1,484 ​ $ 60,670,699 ​ $ ( 35,572,944 ) ​ $ ( 122 ) ​ $ 25,099,117 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ — ​ ​ — ​ ​ — ​ ​ ( 1,311,471 ) ​ ​ — ​ ​ ( 1,311,471 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued preferred dividends ​ — ​ ​ — ​ ​ — ​ ​ ( 77,250 ) ​ ​ — ​ ​ ( 77,250 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preferred share conversion ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance at March 31, 2021 13,621,406 ​ $ 1,484 ​ $ 60,670,699 ​ $ ( 36,961,665 ) ​ $ ( 122 ) ​ $ 23,710,396 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net income — ​ — ​ — ​ 9,313,240 ​ — ​ 9,313,240 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued preferred dividends — ​ — ​ — ​ ( 77,250 ) ​ — ​ ( 77,250 ) Balance at June 30, 2021 13,621,406 ​ $ 1,484 ​ $ 60,670,699 ​ $ ( 27,725,675 ) ​ $ ( 122 ) ​ $ 32,946,386 ​ The Accompanying Notes are an Integral Part of These Financial Statements ​ 4 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 region of the United States and provides services to customers in the natural gas, petroleum, water distribution, automotive, chemical, and power industries. C.J. Hughes Construction Company, Inc. (“C.J. Hughes”), a wholly owned subsidiary of the Company, is a general contractor primarily engaged in pipeline construction for utility companies. Contractors Rental Corporation (“Contractors Rental”), a wholly owned subsidiary of C.J. Hughes, provides union building trade employees for projects managed by C.J. Hughes. Nitro Construction Services, Inc. (“Nitro”), a wholly owned subsidiary of C.J. Hughes, provides electrical, mechanical, HVAC/R, solar installation, and fire protection services to customers primarily in the automotive, chemical, and power industries. Pinnacle Technical Solutions, Inc. (“Pinnacle”), a wholly owned subsidiary of Nitro, operates as a data storage facility within Nitro’s office building. Pinnacle is supported by Nitro and has no employees of its own. All C.J. Hughes, Nitro, and Contractors Rental construction personnel are union members of various related construction trade unions and are subject to collective bargaining agreements that expire at varying time intervals. West Virginia Pipeline, Inc. (“West Virginia Pipeline”), a wholly owned subsidiary of Energy Services, operates as a gas and water distribution contractor primarily in southern West Virginia. The employees of West Virginia Pipeline are non-union and are managed independently from the Company's union subsidiaries. SQP Construction Group, Inc. (“SQP”), a wholly owned subsidiary of Energy Services, operates as a general contractor primarily in West Virginia. SQP engages in the construction and renovation of buildings and other civil construction projects for state and local government agencies and commercial customers. As a general contractor, SQP manages the overall construction project and subcontracts most of the work. The employees of SQP are non-union and are managed independently from the Company’s union subsidiaries. Tri-State Paving & Sealcoating, Inc. (“TSP” or “Tri-State Paving”), acquired on April 29, 2022, is a wholly owned subsidiary of Energy Services that provides utility paving services to water distribution customers in the Charleston, West Virginia, Lexington, Kentucky, and Chattanooga, Tennessee markets. The employees of TSP are non-union and are managed independently from the Company’s union subsidiaries. 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, 2021, and 2020 included in the Company’s Annual Report on Form 10-K filed with the SEC on December 29, 2021. 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, 2022, and 2021 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, TSP, and C.J. Hughes and its subsidiaries, Contractors Rental, Nitro, and Pinnacle. All significant intercompany accounts and transactions have been eliminated in the consolidation. Unless the context requires otherwise, references to Energy Services include Energy Services, West Virginia Pipeline, SQP, TSP, and C.J. Hughes and its subsidiaries. ​ 5 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, 2021, for a more detailed discussion of our significant accounting policies. There were no material changes to these critical accounting policies during the three and nine months ended June 30, 2022. ​ 3. 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: 1. Identify the contract 2. Identify performance obligations 3. Determine the transaction price 4. Allocate the transaction price 5. Recognize revenue The accuracy of our revenue and profit recognition in a given period depends on the accuracy of our estimates of the cost to complete each project. We believe our experience allows us to create materially reliable estimates. There are a number of factors that can contribute to changes in estimates of contract cost and profitability. The most significant of these include: ● the completeness and accuracy of the original bid; ● costs associated with scope changes; ● changes in costs of labor and/or materials; ● extended overhead and other costs due to owner, weather and other delays; ● subcontractor performance issues; ● changes in productivity expectations; ● site conditions that differ from those assumed in the original bid; ● changes from original design on design-build projects; ● the availability and skill level of workers in the geographic location of the project; ● a change in the availability and proximity of equipment and materials; ● our ability to fully and promptly recover on affirmative claims and back charges for additional contract costs; and ● the customer’s ability to properly administer the contract. The foregoing factors, as well as the stage of completion of contracts in process and the mix of contracts at different margins may cause fluctuations in gross profit from period to period. Significant changes in cost estimates, particularly in our larger, more complex projects, could have a significant effect on our profitability. Our contract assets include cost and estimated earnings in excess of billings that represent amounts earned and reimbursable under contracts, including claim recovery estimates, but have a conditional right for billing and payment such as achievement of milestones or completion of the project. 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. 6 Table of Contents 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. ​ ​ 4. 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 Time and Materials (“T&M”). The following tables present our disaggregated revenue for the three and nine months ended June 30, 2022 and 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Electrical, ​ ​ ​ ​ Gas & Water ​ Gas & Petroleum ​ Mechanical, and ​ Total revenue ​ Distribution Transmission General from contracts Lump sum contracts ​ $ — ​ $ — ​ $ 13,033,786 ​ $ 13,033,786 Unit price contracts ​ 13,667,005 ​ 15,443,917 ​ — ​ 29,110,922 Cost plus and T&M contracts ​ — ​ — ​ 9,027,231 ​ 9,027,231 Total revenue from contracts ​ $ 13,667,005 ​ $ 15,443,917 ​ $ 22,061,017 ​ $ 51,171,939 ​ ​ ​ ​ ​ ​ ​ ​ ​ Earned over time ​ $ 3,315,407 ​ $ 15,443,917 ​ $ 21,269,782 ​ $ 40,029,106 Earned at point in time ​ 10,351,598 ​ — ​ 791,235 ​ 11,142,833 Total revenue from contracts ​ $ 13,667,005 ​ $ 15,443,917 ​ $ 22,061,017 ​ $ 51,171,939 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Electrical, ​ ​ ​ ​ ​ Gas &Water ​ Gas & Petroleum ​ Mechanical, and ​ Total revenue ​ Distribution Transmission General from contracts Lump sum contracts ​ $ — ​ $ — ​ $ 6,622,372 ​ $ 6,622,372 Unit price contracts ​ 11,645,327 ​ 1,967,647 ​ — ​ 13,612,974 Cost plus and T&M contracts ​ 135,659 ​ — ​ 4,914,946 ​ 5,050,605 Total revenue from contracts ​ $ 11,780,986 ​ $ 1,967,647 ​ $ 11,537,318 ​ $ 25,285,951 ​ ​ ​ ​ ​ Earned over time ​ $ 10,783,990 ​ $ 1,967,647 ​ $ 11,283,091 ​ $ 24,034,728 Earned at point in time ​ 996,996 ​ — ​ 254,227 ​ 1,251,223 Total revenue from contracts ​ $ 11,780,986 ​ $ 1,967,647 ​ $ 11,537,318 ​ $ 25,285,951 ​ 7 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended June 30, 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Electrical, ​ ​ ​ ​ ​ Gas & Water ​ Gas & Petroleum ​ Mechanical, and ​ Total revenue ​ Distribution Transmission General from contracts Lump sum contracts ​ $ — ​ $ — ​ $ 32,918,955 ​ $ 32,918,955 Unit price contracts ​ 36,282,234 ​ 35,217,113 ​ — ​ 71,499,347 Cost plus and T&M contracts ​ — ​ — ​ 24,805,340 ​ 24,805,340 Total revenue from contracts ​ $ 36,282,234 ​ $ 35,217,113 ​ $ 57,724,295 ​ $ 129,223,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earned over time ​ $ 17,263,257 ​ $ 35,217,113 ​ $ 55,768,374 ​ $ 108,248,744 Earned at point in time ​ 19,018,977 ​ — ​ 1,955,921 ​ 20,974,898 Total revenue from contracts ​ $ 36,282,234 ​ $ 35,217,113 ​ $ 57,724,295 ​ $ 129,223,642 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended June 30, 2021 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Electrical, ​ ​ ​ ​ ​ Gas & Water ​ Gas & Petroleum ​ Mechanical, and ​ Total revenue ​ Distribution Transmission General from contracts Lump sum contracts ​ $ — ​ $ — ​ $ 26,305,242 ​ $ 26,305,242 Unit price contracts ​ 26,961,292 ​ 13,134,007 ​ — ​ 40,095,299 Cost plus and T&M contracts ​ 556,471 ​ 1,209,244 ​ 14,734,903 ​ 16,500,618 Total revenue from contracts ​ $ 27,517,763 ​ $ 14,343,251 ​ $ 41,040,145 ​ $ 82,901,159 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earned over time ​ $ 20,638,965 ​ $ 13,134,007 ​ $ 40,339,679 ​ $ 74,112,651 Earned at point in time ​ 6,878,798 ​ 1,209,244 ​ 700,466 ​ 8,788,508 Total revenue from contracts ​ $ 27,517,763 ​ $ 14,343,251 ​ $ 41,040,145 ​ $ 82,901,159 ​ ​ 5. CONTRACT BALANCES The Company’s accounts receivable consists of amounts that have been billed to customers. Collateral is generally not required. The Company’s contracts have billing terms including daily, weekly, monthly, and at project completion depending on the customer and contract agreement. Payment terms are generally within 30 to 45 days after invoices have been issued. The timing of billings to customers may generate contract assets or contract liabilities. During the three and nine months ended June 30, 2022, the Company recognized revenue of $ 328,000 and $ 2.6 million, respectively, that was included in the contract liability balance at September 30, 2021. Accounts receivable-trade, net of allowance for doubtful accounts, retentions receivable, contract assets and contract liabilities consisted of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 September 30, 2021 Change ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Accounts receivable-trade, net of allowance for doubtful accounts ​ $ 24,108,401 ​ $ 21,022,207 ​ $ 3,086,194 ​ ​ ​ ​ Contract assets ​ ​ ​ Cost and estimated earnings in excess of billings ​ $ 11,937,080 ​ $ 8,730,402 ​ $ 3,206,678 ​ ​ ​ ​ ​ ​ Contract liabilities ​ ​ ​ ​ ​ Billings in excess of cost and estimated earnings ​ $ 6,014,875 ​ $ 3,153,290 ​ $ 2,861,585 ​ ​ 8 Table of Contents 6. PERFORMANCE OBLIGATIONS Generally, our contracts contain one performance obligation that is satisfied over time because our performance typically creates or enhances an asset that the customer controls as the asset is created or enhanced. We recognize revenue as performance obligations are satisfied and control of the promised good and service is transferred to the customer. Revenue is ordinarily recognized over time as control is transferred to the customers by measuring the progress toward complete satisfaction of the performance obligation(s) using an input (i.e., “cost-to-cost”) method. Under the cost-to-cost method, costs incurred to-date are generally the best depiction of transfer of control. All contract costs, including those associated with affirmative claims, change orders and back charges, are recorded as incurred and revisions to estimated total costs are reflected as soon as the obligation to perform is determined. Contract costs consist of direct costs on contracts, including labor and materials, amounts payable to subcontractors, direct overhead costs and equipment expense (primarily depreciation, fuel, maintenance and repairs). During the three and nine months ended June 30, 2022, there was no revenue recognized as a result of changes in contract transaction price related to performance obligations that were satisfied prior to September 30, 2021. Changes in contract transaction price can result from such items as changes in projected profit, executed or estimated change orders, and unresolved contract modifications and claims. The Company does not sell warranties for its construction services. At June 30, 2022, the Company had $ 71.1 million in remaining unsatisfied performance obligations, in which revenue is expected to be recognized in less than twelve months. ​ 7. UNCOMPLETED CONTRACTS Costs, estimated earnings, and billings on uncompleted contracts as of June 30, 2022, and September 30, 2021, are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2022 September 30, 2021 Costs incurred on contracts in progress ​ $ 91,041,602 ​ $ 64,903,618 Estimated earnings, net of estimated losses ​ 13,060,983 ​ 13,280,334 ​ ​ 104,102,585 ​ 78,183,952 Less billings to date ​ 98,180,380 ​ 72,606,840 ​ ​ $ 5,922,205 ​ $ 5,577,112 ​ ​ ​ ​ ​ ​ ​ Costs and estimated earnings in excess of billed on uncompleted contracts ​ $ 11,937,080 ​ $ 8,730,402 ​ ​ ​ ​ ​ ​ ​ Less billings in excess of costs and estimated earnings on uncompleted contracts ​ 6,014,875 ​ 3,153,290 ​ ​ $ 5,922,205 ​ $ 5,577,112 ​ Backlog at June 30, 2022, and September 30, 2021, was $ 135.0 million and $ 72.2 million, respectively. ​ 8. FAIR VALUE MEASUREMENTS The fair value measurement guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands 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 including quoted prices for similar assets or liabilities, quoted prices in less active markets, or other observable inputs that can be corroborated by observable market data. 9 Table of Contents 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 short-term 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 for bank loans with similar terms and maturities. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 17.4 million at June 30, 2022, was $ 17.3 million. The fair value of the aggregate principal amount of the Company’s fixed-rate debt of $ 10.0 million at September 30, 2021, was $ 9.9 million. All current receivables and payables are carried at net realizable value which approximates fair value because of their short duration to maturity. ​ 9. EARNINGS PER SHARE The amounts used to compute the earnings per share for the three and nine months ended June 30, 2022, and 2021 are summarized below. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ Three Months Ended ​ Nine Months Ended ​ Nine Months Ended ​ ​ June 30, ​ June 30, ​ June 30, ​ June 30, ​ 2022 2021 2022 2021 Net income ​ $ 1,622,114 ​ $ 9,313,240 ​ $ 2,207,291 ​ $ 7,354,107 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Dividends on preferred stock ​ — ​ 77,250 ​ ​ — ​ ​ 231,750 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Income available to common shareholders ​ $ 1,622,114 ​ $ 9,235,990 ​ $ 2,207,291 ​ $ 7,122,357 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding ​ 16,449,829 ​ 13,621,406 ​ ​ 16,270,499 ​ ​ 13,621,406 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding-diluted ​ 16,449,829 ​ 17,089,722 ​ ​ 16,270,499 ​ ​ 17,089,722 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share available to common shareholders ​ $ 0.10 ​ $ 0.68 ​ $ 0.14 ​ $ 0.52 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share available to common shareholders-diluted ​ $ 0.10 ​ $ 0.54 ​ $ 0.14 ​ $ 0.42 ​ ​ 10 Table of Contents 10. INCOME TAXES The components of income taxes are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ June 30, 2022 June 30, 2021 Federal ​ ​ Current ​ $ 100,000 ​ $ ( 433,621 ) Deferred ​ 408,087 ​ 390,724 Total ​ ​ 508,087 ​ ​ ( 42,897 ) ​ ​ ​ ​ ​ State ​ ​ ​ ​ Current ​ ​ — ​ ​ ( 120,532 ) Deferred ​ 143,309 ​ 109,585 Total ​ ​ 143,309 ​ ​ ( 10,947 ) ​ ​ ​ ​ ​ Total income tax expense (benefit) ​ $ 651,396 ​ $ ( 53,844 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine Months Ended ​ June 30, 2022 June 30, 2021 Federal ​ ​ Current ​ $ 100,000 ​ $ ( 917,344 ) Deferred ​ 637,268 ​ 559,471 Total ​ 737,268 ​ ( 357,873 ) ​ ​ ​ ​ ​ ​ ​ State ​ ​ ​ ​ Current ​ ​ — ​ ​ ( 258,738 ) Deferred ​ 207,948 ​ 157,799 Total ​ 207,948 ​ ( 100,939 ) ​ ​ ​ ​ ​ ​ ​ Total income tax expense (benefit) ​ $ 945,216 ​ $ ( 458,812 ) ​ The effective income tax rate for the three months ended June 30, 2022, was 28.7 %, as compared to ( 0.60 )% for the same period in 2021. The effective income tax rate for the nine months ended June 30, 2022, was 30.0 %, as compared to ( 6.7 )% for the same period in 2021. 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. On June 16, 2021, the Company received notice that the SBA had granted forgiveness and repaid $9.8 million of Paycheck Protection Program (“PPP”) borrowings to its lender. The forgiveness was recorded as “other nonoperating income” for the three and nine months ended June 30, 2021. According to the CARES Act passed by Congress in March 2020, PPP loan forgiveness is not taxable. In accordance with the Consolidated Appropriations Act, 2021, the Company’s PPP related expenditures in fiscal year 2020 were considered deductible expenses for federal income tax purposes. The PPP forgiveness had a significant impact on the effective income tax rate for the three and nine months ended June 30, 2021, as taxable income was decreased by $ 9.8 million. 11 Table of Contents The income tax effects of temporary differences giving rise to the deferred tax assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ September 30, ​ 2022 2021 Deferred tax liabilities ​ ​ Property and equipment ​ $ 4,980,722 ​ $ 4,883,398 Other ​ 2,863 ​ 37,582 Total deferred tax liabilities ​ $ 4,983,585 ​ $ 4,920,980 ​ ​ ​ ​ ​ Deferred income tax assets ​ ​ ​ ​ Other ​ $ 314,633 ​ $ 358,400 Net operating loss carryforward ​ ​ 1,790,303 ​ ​ 2,529,147 Total deferred tax assets ​ $ 2,104,936 ​ $ 2,887,547 ​ ​ ​ ​ ​ Total net deferred tax liabilities ​ $ 2,878,649 ​ $ 2,033,433 ​ The Company and all subsidiaries file a consolidated federal and various state income tax returns on a fiscal year basis. With few exceptions, the Company is no longer subject to U.S. federal, state, or local income tax examinations for years ended prior to September 30, 2018. 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 selling and administrative expenses. ​ 11. SHORT-TERM AND LONG-TERM DEBT Short-term debt consists of the following: On July 13, 2022, the Company received a one-year extension on its line of credit (“Operating Line of credit (2022)”) effective June 28, 2022. The $ 15.0 million revolving line of credit has a $ 12.5 million component and a $ 2.5 million component, each with separate borrowing requirements. The interest rate on the line of credit is the “ Wall Street Journal ” Prime Rate (the index) with a floor of 4.99 %. Based on the borrowing base calculation, the Company was able to borrow up to $ 11.9 million and had $ 2.1 million borrowed, leaving $ 9.8 million available on the line of credit as of June 30, 2022. The interest rate at June 30, 2022, was 4.99 %. Based on the borrowing base calculation, the Company was able to borrow up to $ 12.2 million as of September 30, 2021. The Company had $ 4.5 million in borrowings on the line of credit, leaving $ 7.7 million available on the line of credit as of September 30, 2021. The interest rate at September 30, 2021, was 4.99 %. Major items excluded from the borrowing base calculation are receivables from bonded jobs and retainage as well as all items greater than ninety (90) days old. Line of credit borrowings are collateralized by the Company’s accounts receivable. Cash available under the line is calculated based on 70.0 % of the Company’s eligible accounts receivable. Under the terms of the agreement, the Company must meet the following loan covenants to access the first $ 12.5 million: 1. Minimum tangible net worth of $ 21.5 million to be measured quarterly, 2. Minimum traditional debt service coverage of 1.25x to be measured quarterly on a rolling twelve- month basis, 3. Minimum current ratio of 1.50x to be measured quarterly, 4. Maximum debt to tangible net worth ratio (“TNW”) of 1.5x to be measured semi-annually, 5. Full review of accounts receivable aging report and work in progress. The results of the review shall be satisfactory to the lender in its sole and unfettered discretion. 12 Table of Contents Under the terms of the agreement, the Company must meet the following additional requirements for draw requests causing the borrowings to exceed $ 12.5 million: 1. Minimum traditional debt service coverage of 2.0x to be measured quarterly on a rolling twelve-month basis, 2. Minimum tangible net worth of $ 24.0 million to be measured quarterly. The Company was not in compliance with all covenants but received a waiver on the $ 12.5 million component of the line of credit at June 30, 2022. The Company projects to be in compliance with all covenants for the next twelve months. The Company also finances insurance policy premiums on a short-term basis through a financing company. These insurance policies include workers’ compensation, general liability, automobile, umbrella, and equipment policies. The Company makes a down payment in January and finances the remaining premium amount over ten monthly payments. In January 2022, the Company financed $ 3.4 million in insurance premiums. At June 30, 2022, there was a $ 1.4 million outstanding balance for insurance premiums financed. 13 Table of Contents A summary of short-term and long-term debt as of June 30, 2022, and September 30, 2021, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ September 30, ​ 2022 2021 Line of credit payable to bank, monthly interest at 4.99 %, expiring on June 28, 2022 (extended to June 30, 2023), guaranteed by certain directors of the Company. ​ $ 2,100,000 ​ $ 4,500,000 ​ ​ ​ ​ ​ Term note payable to United Bank, WV Pipeline acquisition, due in monthly installments of $ 64,853 interest at 4.25 %, final payment due by March 25, 2026, secured by receivables and equipment, guaranteed by certain directors of the Company. ​ 2,695,331 ​ 3,183,549 ​ ​ ​ ​ ​ Notes payable to finance companies, due in monthly installments totaling $ 75,000 at June 30, 2022 and $ 70,062 at September 30, 2021, including interest ranging from 0.00 % to 6.03 %, final payments due July 2022 through August 2026, secured by equipment. ​ 1,081,899 ​ 1,066,580 ​ ​ ​ ​ ​ Note payable to finance company for insurance premiums financed, due in monthly installments totaling $ 279,000 in FY 2022 and $ 272,000 in FY 2021, including interest rate at 3.50 %, final payment November 2022. ​ 1,408,341 ​ 540,250 ​ ​ ​ ​ ​ Notes payable to bank, due in monthly installments totaling $ 7,799 , including interest at 4.82 %, final payment due November 2034 secured by building and property. ​ 880,522 ​ 919,017 ​ ​ ​ ​ ​ Notes payable to bank, due in monthly installments totaling $ 11,602 , including interest at 4.25 %, final payment due November 2025 secured by building and property, guaranteed by certain directors of the Company. ​ 442,198 ​ 530,750 ​ ​ ​ ​ ​ Notes payable to bank, due in monthly installments totaling $ 98,865 , including interest at 4.99 %, final payment due July 2022 secured by equipment, guaranteed by certain directors of the Company. ​ — ​ 872,452 ​ ​ ​ ​ ​ 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, 2026, unsecured ​ 2,372,500 ​ 2,850,000 ​ ​ ​ ​ Notes payable to bank, interest at 4.25 % of outstanding balance due monthly between August 2021 and January 2022. Note payments due in monthly installments totaling $ 68,073 , including interest at 4.25 %, beginning February 2022 with final payment due January 2026, secured by equipment, guaranteed by certain directors of the Company. ​ ​ 2,713,375 ​ ​ 3,000,000 ​ ​ ​ ​ ​ ​ ​ Term note payable to United Bank, Tri-State Paving acquisition, due in monthly installments of $ 140,000 including interest at 4.50 %, final payment due by June 1, 2027, secured by receivables and equipment, guaranteed by certain directors of the Company. ​ ​ 7,293,787 ​ ​ — ​ ​ ​ ​ ​ ​ ​ 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 ​ ​ 938,667 ​ ​ — ​ ​ ​ ​ ​ ​ ​ Operating lease liability payable to third party, $ 129,198 , due in monthly installments totaling $ 5,537 , final payment due May 31, 2024, unsecured ​ ​ 124,041 ​ ​ — ​ ​ ​ ​ ​ ​ ​ Operating lease liability payable to Corns Enterprises, $ 236,201 , due in monthly installments totaling $ 7,000 , final payment due April 29, 2025, unsecured ​ ​ 218,747 ​ ​ — ​ ​ ​ ​ ​ ​ ​ Total debt ​ $ 22,269,408 ​ $ 17,462,598 ​ ​ ​ ​ ​ Less current maturities ​ 7,839,649 ​ 8,441,824 ​ ​ ​ ​ ​ Total long term debt ​ $ 14,429,759 ​ $ 9,020,774 ​ 14 Table of Contents 1 2. ACQUISITIONS On April 29, 2022, the Company completed the acquisition of Tri-State Paving & Sealcoating, LLC (“Tri-State Paving, LLC”), located in Hurricane, West Virginia. Tri-State Paving, LLC was later renamed to Corns Enterprises (“Seller”). Pursuant to the Asset Purchase Agreement (“Agreement”) signed on April 6, 2022, and amended on April 29, 2022, the Company acquired substantially all the assets (including but not limited to customer contracts, employees, and equipment) of Tri-State Paving, LLC for $ 7.5 million in cash, a $ 1.0 million Promissory Note (“Note”), and $ 1.0 million in Energy Services Common Stock (“Stock”). The $ 7.5 million in cash was funded through a loan with United Bank, Inc., Huntington, West Virginia. David E. Corns continued his role as President of the Company’s new subsidiary, Tri-State Paving & Sealcoating, Inc., which earned revenues of $ 2.0 million for the three and nine months ended June 30, 2022. As part of the Agreement, the Company entered into a four-year , $ 1.0 million Note with a fair value of $ 936,000 that requires $ 250,000 principal installment payments on or before the end of each twelve (12) full calendar month period beginning on the date of the Note, April 29, 2022. Interest payments due shall be calculated on the principal balance remaining and shall be at the annual rate of 3.5 % which equates to 6.85 % on the carrying value of the Note. Additionally, the Seller received $ 1.0 million in Stock pursuant to an exemption under The Securities Act of 1933. Based on the market value calculation in the Agreement, the Seller received 419,287 shares of Stock. As an additional consideration, if the share price of the Stock is below a closing asking price of $ 1.50 per share on the date 180 days after issuance, the Company shall pay the Seller, in cash, the difference between $ 1.50 and the market value for each share of Stock. Payment would be made within thirty ( 30 ) days after Seller makes written demand. 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. The Company is continuing to finalize the purchase price allocations related to the Tri-State Paving acquisition. The purchase price for the non-cash Tri-State Paving acquisition is allocated in the table below: ​ ​ ​ ​ ​ Property and equipment $ 5,709,094 Goodwill ​ 2,273,237 Customer relationships ​ 1,649,159 Non-compete ​ 39,960 Tradename ​ ​ 203,213 Total ​ $ 9,874,663 ​ 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 interim periods presented due to the lack of availability of meaningful financial statements of the acquired company that comply with U.S. GAAP. ​ 13. GOODWILL AND INTANGIBLE ASSETS The Company follows the guidance of ASC 350-20-35-3 Intangibles-Goodwill and Other (Topic 350) which requires a company to record an impairment charge based on the excess of a reporting unit’s carrying amount of goodwill over its fair value. Under the current guidance, companies can first choose to assess any impairment based on qualitative factors (Step 0). If a company fails this test or decides to bypass this step, it must proceed with a two-step quantitative assessment of goodwill impairment. The Company did not have a goodwill impairment at June 30, 2022 or September 30, 2021. 15 Table of Contents A table of the Company’s goodwill is below: ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, September 30, ​ 2022 2021 Beginning balance ​ $ 1,814,317 ​ $ — Acquired ​ 2,273,237 ​ 1,814,317 Ending balance ​ $ 4,087,554 ​ $ 1,814,317 ​ A table of the Company’s intangible assets subject to amortization at June 30, 2022, and September 30, 2021 is below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Amortization and ​ ​ ​ ​ ​ Remaining Life at ​ ​ ​ ​ Amortization and ​ Amortization and ​ Impairment Nine ​ ​ ​ ​ June 30, ​ ​ Impairment at Impairment at Months Ended ​ Net Book Intangible assets: 2022 Original Cost June 30, 2022 September 30, 2021 June 30, 2022 Value West Virginia Pipeline ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer Relationships ​ 102 months ​ $ 2,209,724 ​ $ 331,451 ​ $ 165,725 ​ $ 165,726 ​ $ 1,878,273 Tradename ​ 102 months ​ ​ 263,584 ​ ​ 39,545 ​ ​ 19,772 ​ ​ 19,773 ​ ​ 224,039 Non-competes 6 months ​ 83,203 ​ 62,405 ​ 31,202 ​ 31,203 ​ 20,798 Revolt Energy ​ ​ ​ ​ ​ Employment agreement/non-compete 22 months ​ 100,000 ​ 69,445 ​ 13,889 ​ 55,556 ​ 30,555 Tri-State Paving ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Customer Relationships ​ 118 months ​ ​ 1,649,159 ​ ​ 25,552 ​ ​ — ​ ​ 25,552 ​ ​ 1,623,607 Tradename ​ 118 months ​ ​ 203,213 ​ ​ 3,288 ​ ​ — ​ ​ 3,288 ​ ​ 199,925 Non-competes ​ 10 months ​ ​ 39,960 ​ ​ 6,600 ​ ​ — ​ ​ 6,600 ​ ​ 33,360 Total intangible assets ​ ​ ​ $ 4,548,843 ​ $ 538,286 ​ $ 230,588 ​ $ 307,698 ​ $ 4,010,557 ​ The amortization and impairment on identifiable intangible assets for the three months ended June 30, 2022 and 2021 was $ 112,000 and $ 0 , respectively. The amortization and impairment on identifiable intangible assets for the nine months ended June 30, 2022 and 2021 was $ 307,698 and $ 0 , respectively. Amortization expense associated with the identifiable intangible assets is expected to be as follows: ​ ​ ​ ​ ​ July 2022-June 2023 $ 503,395 July 2023-June 2024 ​ 446,456 July 2024-June 2025 ​ 432,569 July 2025-June 2026 ​ 432,569 July 2026-June 2027 ​ 432,569 After ​ 1,762,998 Total ​ $ 4,010,557 ​ ​ 14. LEASES The Company leases office space for SQP Construction Group for $ 1,500 per month. The lease, signed on March 25, 2021, is for a period of two years with five one-year renewals available immediately following the end of the base term. Rental terms for the option periods shall be negotiated and agreed mutually between the parties and shall not exceed five percent increases to rent, if any. The lease is expensed monthly and not treated as a right-to-use asset as it does not have a material impact on the Company’s consolidated financial statements. During the nine months ended June 30, 2022, the Company entered into two lease agreements of construction equipment for a combined $ 160,000 . The leases have a term of twenty-two months with a stated interest rate of 0 %, combined monthly installment payments of $ 6,645 and are cancellable at any time without penalty. The Company has the right to purchase the equipment at the expiration of the leases by applying the two-month deposit paid. The right-of-use assets and operating lease obligations associated with these lease agreements are included in the consolidated balance sheets within property, plant and equipment and long-term debt, respectively, and do not have a material impact on the Company’s financial statements. The Company entered into two operating leases for office facilities subsequent to the Tri-State Paving acquisition on April 29, 2022. Information on the operating leases can be found below: 16 Table of Contents Operating Lease-Weighted Average Remaining Term ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years left Remaining liability Lease end Fiscal year end Operating lease 1 ​ 2.8 ​ $ 231,000 4/30/2025 2025 Operating lease 2 ​ 1.9 ​ 129,343 5/31/2024 2024 ​ ​ ​ ​ ​ $ 360,343 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining term ​ ​ ​ ​ 2.5 ​ Operating Lease Maturity Schedule ​ ​ ​ ​ ​ July 2022-June 2023 $ 150,609 July 2023-June 2024 ​ 146,734 July 2024-June 2025 ​ 63,000 ​ ​ $ 360,343 Less amounts representing interest ​ ( 17,555 ) Present value of operating lease liabilities ​ $ 342,788 ​ Operating Lease Expense ​ ​ ​ ​ ​ ​ ​ ​ ​ Three and nine Three and nine ​ ​ months ended ​ months ended ​ ​ June 30, 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ Amortization ​ ​ Operating lease 1 ​ $ 12,305 ​ $ — Operating lease 2 ​ 5,072 ​ — Total amortization ​ $ 17,377 ​ $ — Interest ​ ​ Operating lease 1 ​ $ 1,695 ​ $ — Operating lease 2 ​ 465 ​ — Total interest ​ $ 2,160 ​ $ — Total amortization and interest ​ $ 19,537 ​ $ — ​ Cash Paid for Operating Leases ​ ​ ​ ​ ​ ​ ​ ​ ​ Three and nine Three and nine ​ ​ months ended ​ months ended ​ ​ June 30, 2022 ​ June 30, 2021 ​ ​ ​ ​ ​ ​ ​ Operating lease 1 ​ $ 14,000 ​ $ — Operating lease 2 ​ 5,537 ​ — ​ ​ $ 19,537 ​ $ — ​ The leases include both lease (e.g., fixed payments including rent, taxes, and insurance costs) and non-lease components which are accounted for as a single lease component as the Company has elected the practical expedient to group lease and non-lease components for all leases. The Company’s leases include options to renew. The exercise of lease renewal options is at the Company’s sole discretion. Therefore, the renewals to extend the lease terms are not included in the Company’s right-of-use assets and lease liabilities as they are not reasonably certain of exercise. The Company regularly evaluates the renewal options and when they are reasonably certain of exercise, the Company includes the renewal period in its lease term. The Company used its incremental borrowing rate of approximately 4.5 % in determining the present value of the lease payments based on the information available at the lease commencement date. 17 Table of Contents The Company rents equipment for use on construction projects with rental agreements being week to week or month to month. Rental expense can vary by fiscal year due to equipment requirements on construction projects and the availability of Company owned equipment. Rental expense, which is included in cost of goods sold on the consolidated statements of income, was $ 1.7 million and $ 646,000 , respectively, for the three months ended June 30, 2022, and 2021 and $ 5.3 million and $ 2.5 million, respectively, for the nine months ended June 30, 2022 and 2021. 15. 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, Energy Services of America Corporation and subsidiaries C.J. Hughes Construction Company, Contractors Rental Corporation and Nitro Construction Services, Inc. entered into separate Paycheck Protection Program notes effective April 7, 2020, with United Bank, Inc. as the lender (“Lender”) in an aggregate principal amount of $ 13,139,100 pursuant to the PPP (collectively, the “PPP Loan”). 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 Loan funds 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. In fiscal year 2021, the Company received notice that the SBA had granted forgiveness and repaid $ 9.8 million of the PPP borrowings to the Lender. Borrowers must retain PPP documentation for at least 6 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 still 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 return of the PPP Loan could negatively impact the Company’s business, financial condition and results of operations and prospects. 16. SUBSEQUENT EVENTS On July 6, 2022, the Company issued a press release announcing that the Company’s Board of Directors authorized a share repurchase program (the “Program”), pursuant to which the Company may, from time to time, purchase shares of its common stock for an aggregate repurchase not to exceed 1,000,000 shares, which is approximately 6.0 % of its outstanding common stock. The Program does not obligate the Company to purchase any particular number of shares, and there is no guarantee as to the exact number of shares to be repurchased by the Company. To date, no shares have been repurchased through the Program. On August 11, 2022, the Company acquired substantially all the assets of Ryan Environmental, LLC (“Debtor”), located in Bridgeport, West Virginia after having its bid previously accepted by the United States Bankruptcy Court for the Northern District of West Virginia. In the transaction, the Company paid $ 2.5 million at closing for substantially all the vehicles, equipment, small tools, and accounts receivable. In separate transactions, the Company will assume the Debtor’s vehicle leases with Enterprise Fleet Management for approximately $ 1.1 million and purchased equipment from a related party of the Debtor for approximately $ 1.0 million. 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.